Proxy Statement - Merger or Acquistion (preliminary) (prem14a)

Date : 01/27/2020 @ 11:02AM
Source : Edgar (US Regulatory)
Stock : AquaVenture Holdings Limited (WAAS)
Quote : 27.03  0.0 (0.00%) @ 1:00AM
AquaVenture share price Chart

Proxy Statement - Merger or Acquistion (preliminary) (prem14a)


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

Filed by the Registrant ý

Filed by a Party other than the Registrant o

Check the appropriate box:

ý

 

Preliminary Proxy Statement

o

 

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

o

 

Definitive Proxy Statement

o

 

Definitive Additional Materials

o

 

Soliciting Material under §240.14a-12

 

AquaVenture Holdings Limited

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

o

 

No fee required.

ý

 

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
    (1)   Title of each class of securities to which transaction applies:
        Ordinary shares, no par value per share, of AquaVenture Holdings Limited
 
    (2)   Aggregate number of securities to which transaction applies:
        As of December 20, 2019, 31,774,577 ordinary shares, 4,065,964 ordinary shares issuable upon the exercise of stock options and settlement of restricted share units and phantom share units, and 13,311 ordinary shares issuable under the AquaVenture Holdings Limited 2016 Employee Share Purchase Plan.
 
    (3)   Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
        The maximum aggregate value was determined based upon the sum of: (A) 31,774,577 ordinary shares multiplied by $27.10 per share; (B) options to purchase 3,379,281 ordinary shares with exercise prices less than $27.10 per share multiplied by $8.97 (which is the difference between $27.10 and the weighted average exercise price of $18.13 per share); (C) 627,406 ordinary shares subject to outstanding restricted share units multiplied by $27.10 per share; (D) 59,277 ordinary shares subject to outstanding phantom share units multiplied by $27.10 per share; and (E) 13,311 ordinary shares issuable under the AquaVenture Holdings Limited 2016 Employee Share Purchase Plan multiplied by $27.10 per share. In accordance with Section 14(g) of the Securities Exchange Act of 1934, as amended, the filing fee was determined by multiplying the sum calculated in the preceding sentence by 0.0001298.
 
    (4)   Proposed maximum aggregate value of transaction:
        $910,373,025
 
    (5)   Total fee paid:
        $118,167
 

o

 

Fee paid previously with preliminary materials.

o

 

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

 

(1)

 

Amount Previously Paid:
        
 
    (2)   Form, Schedule or Registration Statement No.:
        
 
    (3)   Filing Party:
        
 
    (4)   Date Filed:
        
 

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PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION, DATED [                        ], 2020

LOGO

c/o Conyers Corporate Services (BVI) Limited
Commerce House, Wickhams Cay 1
P.O. Box 3140 Road Town
British Virgin Islands VG 1110

[·], 2020

Dear Shareholder:

        You are cordially invited to attend a special meeting of the shareholders of AquaVenture Holdings Limited, a business company incorporated under the laws of the British Virgin Islands ("AquaVenture"), which we will hold at [·], on [·], [·], 2020, at [·] a.m., [·] time.

        At the special meeting, holders of our ordinary shares will be asked to consider and vote on a proposal to adopt the Agreement and Plan of Merger (including a form of the plan of merger which is included as an exhibit thereto), dated as of December 23, 2019, among Culligan International Company, a Delaware corporation ("Parent"), Amberjack Merger Sub Limited, a business company incorporated under the laws of the British Virgin Islands and a wholly-owned subsidiary of Parent ("Merger Sub"), and AquaVenture and a related proposal. As a result of the merger, AquaVenture will become a subsidiary of Parent, and each ordinary share of AquaVenture issued and outstanding immediately prior to the effective time of the merger (other than shares held by AquaVenture in treasury, or owned by Parent or Merger Sub or held by shareholders who are entitled to dissent and who properly exercise dissenter's rights in accordance with the BVI Business Companies Act, 2004, as amended), will be converted into the right to receive $27.10 in cash, without interest.

        The board of directors of AquaVenture (the "board of directors") has unanimously approved the merger agreement and determined that the merger agreement is advisable and in the best interests of AquaVenture and its shareholders. The board of directors unanimously recommends that shareholders vote "FOR" the proposal to adopt the merger agreement and the related proposal, described in the enclosed proxy statement.

        The proxy statement describes the merger agreement, the merger and related agreements and provides specific information concerning the special meeting. In addition, you may obtain information about AquaVenture from documents filed with the United States Securities and Exchange Commission. The merger agreement (which includes the proposed form of the plan of merger as an exhibit thereto) is attached as Annex A to the proxy statement. We urge you to read the entire proxy statement carefully, including the annexes, as it sets forth the details of the merger agreement and other important information related to the merger.

        Your vote is very important.    The merger cannot be completed unless holders of at least two-thirds of the ordinary shares entitled to vote and voting on the proposal, either in person or by proxy, at the special meeting vote in favor of the adoption of the merger agreement, assuming a quorum is present. Whether or not you plan to attend the special meeting, we ask you to submit a proxy in advance of the special meeting to have your shares voted at the special meeting by using one of the methods described in the proxy statement. If you hold your shares in "street name," you should instruct your broker, bank, trust or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your broker, bank, trust or other nominee.

        Thank you for your continued support.

    Very truly yours,

 

 

Anthony Ibarguen
President and Chief Executive Officer

        Neither the United States Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the merger, passed upon the merits or fairness of the merger or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.

        This proxy statement is dated [·], 2020 and is first being mailed to shareholders on or about [·], 2020.


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PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION, DATED [                        ], 2020

AQUAVENTURE HOLDINGS LIMITED
c/o Conyers Corporate Services (BVI) Limited
Commerce House, Wickhams Cay 1
P.O. Box 3140 Road Town
British Virgin Islands


NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To the Shareholders of AquaVenture Holdings Limited:

        NOTICE IS HEREBY GIVEN that a special meeting of the shareholders of AquaVenture Holdings Limited, a business company incorporated under the laws of the British Virgin Islands ("AquaVenture"), will be held at [·], on [·], [·], 2020, at [·] a.m., [·] time, for the following purposes:

    1.
    To consider and vote on a proposal to adopt the Agreement and Plan of Merger (including a form of the plan of merger which is included as an exhibit thereto), dated as of December 23, 2019, among Culligan International Company, a Delaware corporation ("Parent"), Amberjack Merger Sub Limited, a business company incorporated under the laws of the British Virgin Islands and a wholly-owned subsidiary of Parent, and AquaVenture (as it may be amended from time to time, the "merger agreement"); and

    2.
    To approve one or more adjournments of the special meeting, if necessary, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the merger agreement.

        The holders of our ordinary shares, no par value per share, at the close of business on [·], 2020, are entitled to notice of and to vote at the special meeting or at any adjournment or postponement of the special meeting. All holders of our ordinary shares will vote together as a single class, and each shareholder is entitled to one vote for each ordinary share held on the record date.

        The board of directors of AquaVenture (the "board of directors") has unanimously approved the merger agreement and determined that the merger agreement is advisable and in the best interests of AquaVenture and its shareholders. The board of directors unanimously recommends that shareholders vote "FOR" the proposal to adopt the merger agreement. The board of directors further unanimously recommends that shareholders vote "FOR" the adjournment proposal.

        Your vote is important, regardless of the number of ordinary shares you own.    The merger cannot be completed unless holders of at least two-thirds of the ordinary shares entitled to vote and voting on the proposal, either in person or by proxy, at the special meeting vote in favor of the adoption of the merger agreement, assuming a quorum is present. The approval of the proposal to adjourn the special meeting, if necessary or appropriate, including to solicit additional proxies or in the absence of a quorum, requires the affirmative vote of at least a simple majority or more of those entitled to vote and voting on the proposal, either in person or by proxy, at the special meeting, assuming a quorum is present. Whether or not you plan to attend the special meeting in person, please sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone. If you attend the special meeting and vote in person by ballot, your vote will revoke any proxy that you have previously submitted. If you hold your shares in "street name," you should instruct your broker, bank, trust or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your broker, bank, trust or other nominee. Your broker, bank, trust or other nominee cannot vote on any of the proposals, including the proposal to adopt the merger agreement, without your instructions.

 

BY ORDER OF THE BOARD OF DIRECTORS

 

Lee S. Muller

 

Chief Financial Officer and Assistant Secretary


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EXPLANATORY NOTE

        We are an emerging growth company, as defined in Section 2(a)(19) of the Securities Act of 1933, as amended, as modified by the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"). As an emerging growth company, we may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. Specifically, as an emerging growth company, we are not required to conduct votes seeking shareholder approval on an advisory basis of (1) the compensation of our "named executive officers" or the frequency with which such votes must be conducted or (2) compensation arrangements and understandings in connection with merger transactions, known as "golden parachute" arrangements.

        We could be an emerging growth company for up to five years after our initial public offering in October 2016, or October 2021. However, other circumstances could cause us to lose emerging growth company status earlier, including the earlier of (i) the last day of the fiscal year in which we have total annual gross revenues of $1.07 billion (as inflation adjusted by the SEC from time to time) or more; (ii) the last day of the fiscal year in which we have issued more than $1 billion in non-convertible debt during the past three years; or (iii) the date on which we are deemed a "large accelerated filer," as defined by the Securities Exchange Act of 1934, as amended, in which case we would no longer be an emerging growth company as of the following fiscal year end.


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TABLE OF CONTENTS

 
  Page  

SUMMARY

    1  

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER

   
12
 

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

   
17
 

THE COMPANIES

   
18
 

AQUAVENTURE HOLDINGS LIMITED

   
18
 

CULLIGAN INTERNATIONAL COMPANY AND AMBERJACK MERGER SUB LIMITED

   
18
 

ADVENT INTERNATIONAL CORPORATION

   
18
 

THE SPECIAL MEETING

   
20
 

DATE, TIME AND PLACE OF THE SPECIAL MEETING

   
20
 

PURPOSE OF THE SPECIAL MEETING

   
20
 

RECORD DATE AND QUORUM

   
20
 

REQUIRED VOTE

   
20
 

VOTING AGREEMENTS

   
21
 

VOTING BY THE COMPANY'S DIRECTORS AND EXECUTIVE OFFICERS

   
21
 

VOTING; PROXIES; REVOCATION

   
21
 

ADJOURNMENTS AND POSTPONEMENTS

   
23
 

SOLICITATION OF PROXIES

   
23
 

OTHER INFORMATION

   
23
 

QUESTIONS AND ASSISTANCE

   
23
 

THE MERGER (PROPOSAL 1)

   
24
 

GENERAL

   
24
 

BACKGROUND OF THE MERGER

   
24
 

REASONS FOR THE MERGER

   
34
 

RECOMMENDATION OF THE COMPANY'S BOARD OF DIRECTORS

   
38
 

OPINION OF CITIGROUP GLOBAL MARKETS INC

   
38
 

OPINION OF UBS SECURITIES LLC

   
45
 

PROJECTED FINANCIAL INFORMATION

   
53
 

FINANCING

   
57
 

INTERESTS OF THE COMPANY'S DIRECTORS AND EXECUTIVE OFFICERS IN THE MERGER

   
58
 

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER

   
61
 

REGULATORY APPROVALS

   
65
 

THE MERGER AGREEMENT

   
66
 

THE MERGER

   
66
 

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  Page  

EFFECT OF THE MERGER ON CAPITAL STOCK

    66  

TREATMENT OF COMPANY EQUITY AWARDS

   
66
 

TREATMENT OF THE COMPANY'S ESPP

   
67
 

PAYMENT FOR THE ORDINARY SHARES AND EQUITY AWARDS IN THE MERGER

   
67
 

REPRESENTATIONS AND WARRANTIES

   
67
 

CONDUCT OF BUSINESS PENDING THE MERGER

   
70
 

OTHER COVENANTS AND AGREEMENTS

   
72
 

CONDITIONS TO THE MERGER

   
80
 

TERMINATION

   
81
 

TERMINATION FEES

   
82
 

SPECIFIC PERFORMANCE

   
83
 

AMENDMENTS; WAIVER

   
83
 

THE VOTING AGREEMENTS

   
84
 

VOTE ON ADJOURNMENT (PROPOSAL 2)

   
86
 

MARKET PRICE AND DIVIDEND DATA

   
87
 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

   
88
 

DISSENTERS' RIGHTS

   
92
 

GENERAL

   
92
 

FILING WRITTEN NOTICE OF OBJECTION

   
92
 

NOTICE BY THE SURVIVING COMPANY

   
92
 

FILING WRITTEN ELECTION TO DISSENT

   
93
 

DETERMINATION OF FAIR VALUE

   
93
 

MULTIPLE SHAREHOLDERS SHARING ONE ADDRESS

   
94
 

SUBMISSION OF SHAREHOLDER PROPOSALS

   
94
 

WHERE YOU CAN FIND ADDITIONAL INFORMATION

   
95
 

Annex A Agreement and Plan of Merger

   
A-1
 

Annex B Opinion of Citigroup Global Markets Inc. 

   
B-1
 

Annex C Opinion of UBS Securities LLC

   
C-1
 

Annex D Form of Voting Agreement

   
D-1
 

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SUMMARY

        This summary discusses the material information contained in this proxy statement, including with respect to the merger agreement, the merger and the other agreements entered into in connection with the merger of Amberjack Merger Sub Limited with and into AquaVenture Holdings Limited, which we refer to as the "merger." We encourage you to read carefully this entire proxy statement, its annexes and the documents referred to in this proxy statement, as this summary may not contain all of the information that may be important to you. The items in this summary include page references directing you to a more complete description of that topic in this proxy statement.

        In this proxy statement, the terms "we," "us," "our," the "Company," and "AquaVenture" refer to AquaVenture Holdings Limited, the term "Parent" or "Culligan" refers to Culligan International Company, the term "Merger Sub" refers to Amberjack Merger Sub Limited, the term "merger agreement" refers to the Agreement and Plan of Merger, dated as of December 23, 2019, among Parent, Merger Sub and AquaVenture, and the term "ordinary shares" refers to the ordinary shares, no par value per share, of AquaVenture.

The Companies (page [·])

        AquaVenture Holdings Limited.    AquaVenture is a multinational provider of Water as a Service® ("WAAS®") solutions that provide our customers with a reliable and cost-effective source of clean drinking water, process water and wastewater treatment and water reuse solutions primarily under long term contracts that minimize capital investment by the customer. We deliver our WAAS solutions through two operating platforms: Seven Seas Water and Quench. Seven Seas Water is a multinational provider of desalination, wastewater treatment and water reuse solutions to governmental, municipal (including utility districts), industrial, property developer and hospitality customers. Our desalination solutions provide more than 8.5 billion gallons per year of potable, high purity industrial grade and ultra-pure water (which is water that is treated to meet higher purity standards required for industrial, semiconductor, utility or pharmaceutical applications). Our wastewater treatment and water reuse solutions, which include plants ranging in capacity from 5,000 gallons per day to more than 1.5 million gallons per day, are provided through 102 leases with customers and through the sale of equipment. Quench is a U.S. based provider of Point of Use ("POU") filtered water systems and related services through direct and indirect sales channels to approximately 55,000 institutional and commercial customers, including more than half of the Fortune 500, throughout the United States and Canada.

        AquaVenture is a business company incorporated under the laws of the British Virgin Islands. Our principal executive offices are located at c/o Conyers Corporate Services (BVI) Limited, Commerce House, Wickhams Cay 1, P.O. Box 3140 Road Town, British Virgin Islands, and our telephone number is (813) 855-8636. Our website address is www.aquaventure.com. The information contained in, or that may be accessed through, our website is not intended to be incorporated into this proxy statement.

        Culligan International Company and Amberjack Merger Sub Limited.    Founded in 1936 by Emmett Culligan, Parent is a world leader in delivering water solutions that will improve the lives of its customers. Parent offers some of the most technologically advanced, state-of-the-art water filtration and treatment products. Parent's products include water softeners, drinking water systems, whole-house systems and solutions for businesses. Parent's network of franchise dealers is the largest in the world, with over 900 dealers in 90 countries. Many Parent dealers have valuable equity in their communities as multigenerational family owners of their franchises. Parent is a Delaware corporation, and Merger Sub is a business company incorporated under the laws of the British Virgin Islands and a wholly-owned subsidiary of Parent. Merger Sub was formed solely for the purpose of entering into the merger agreement and consummating the transactions contemplated by the merger agreement and has not engaged in any business except for activities incidental to its formation and as contemplated by the merger agreement. Parent and Merger Sub are controlled by Advent International Corporation


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("Advent"). The address for Parent and Merger Sub is 9399 W. Higgins Rd, Ste 1100, Rosemont, Illinois 60018, and their telephone number at that address is 847-430-2800.

        Advent International Corporation.    Founded in 1984, Advent is one of the largest and most experienced global private equity investors. Advent has invested in over 350 private equity transactions in 41 countries, and as of September 30, 2019, had $56.6 billion in assets under management. With 15 offices in 12 countries, Advent has established a globally integrated team of over 200 investment professionals across North America, Europe, Latin America and Asia. Advent focuses on investments in five core sectors, including business and financial services; healthcare; industrial; retail, consumer and leisure; and technology. After 35 years dedicated to international investing, Advent remains committed to partnering with management teams to deliver sustained revenue and earnings growth for its portfolio companies. The principal executive offices of Advent are located at 800 Boylston Street, Boston, Massachusetts 02199.

The Special Meeting (Page [·])

        The special meeting of shareholders will be held at [·], on [·], [·], 2020, at [·] a.m., [·] time. At the special meeting, you will be asked to consider and vote upon:

    a proposal to adopt the merger agreement; and

    a proposal to approve one or more adjournments of the special meeting, if necessary, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the merger agreement.

Record Date and Quorum (Page [·])

        The holders of record of our ordinary shares as of the close of business on [·], 2020 (the record date for determination of shareholders entitled to notice of and to vote at the special meeting), are entitled to receive notice of and to vote at the special meeting or at any adjournment or postponement of the special meeting. All holders of our ordinary shares shall vote together as a single class, and each shareholder is entitled to one vote for each ordinary share held on the record date. As of the record date, there were [·] ordinary shares outstanding and entitled to vote at the special meeting. The presence at the special meeting, in person or by proxy, of the holders of at least fifty percent of all outstanding ordinary shares on the record date will constitute a quorum, permitting the Company to conduct its business at the special meeting.

Voting and Proxies (Page [·])

        Any shareholder of record entitled to vote at the special meeting may submit a proxy by telephone, via the Internet, by returning the enclosed proxy card by mail, or by voting in person at the special meeting. If you intend to submit your proxy by telephone or via the Internet, you must do so no later than the date and time indicated on the applicable proxy card. Even if you plan to attend the special meeting, if you hold ordinary shares in your own name as the shareholder of record, please vote your shares by completing, signing, dating and returning the enclosed proxy card or by using the telephone number printed on your proxy card or by using the Internet voting instructions printed on your proxy card.

        If you give your proxy, but do not indicate how you wish to vote, your shares will be voted "FOR" the proposal to adopt the merger agreement and "FOR" the adjournment proposal.

        If your ordinary shares are held in "street name," you should instruct your broker, bank, trust or other nominee on how to vote such ordinary shares using the instructions provided by your broker, bank, trust or other nominee. If your ordinary shares are held in "street name," you must obtain a legal proxy from such nominee in order to vote in person at the special meeting. If you fail to provide

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your nominee with instructions on how to vote your ordinary shares, your nominee will not be able to vote such shares at the special meeting.

Required Vote (Page [·])

        Assuming that at least fifty percent of all outstanding ordinary shares on the record date are represented at the special meeting, either in person or by proxy:

    the merger shall be approved by the affirmative vote of at least two-thirds of those entitled to vote and voting on the proposal, either in person or by proxy, at the special meeting; and

    the adjournment proposal shall be approved by the affirmative vote of a simple majority or more of those entitled to vote and voting on the proposal, either in person or by proxy, at the special meeting.

        A failure to vote your ordinary shares, an abstention from voting or failure to give voting instructions to your broker, bank, trust or other nominee, will not be considered votes cast at the special meeting and, therefore, will have no effect on the voting results for proposals, assuming a quorum is present. Shareholders are recommended to vote "FOR" the proposal to adopt the merger agreement and "FOR" the adjournment proposal.

Revocation of Proxies (Page [·])

        A shareholder of record may revoke his or her proxy at any time before the vote is taken at the special meeting by:

    submitting a new proxy with a later date, by using the telephone or Internet proxy submission procedures described above, or by completing, signing, dating and returning a new proxy card by mail to the Company;

    attending the special meeting and voting in person; or

    delivering to the Secretary of the Company a written notice of revocation c/o Conyers Corporate Services (BVI) Limited, Wickhams Cay 1, P.O. Box 3140, Road Town, Tortola, British Virgin Islands VG1110, with a copy to Lee Muller, Assistant Secretary, Seven Seas Water Corporation, 14400 Carlson Circle, Tampa, Florida 33626.

        Attending the special meeting without taking one of the actions described above will not in itself revoke your proxy.

        If you hold your shares in "street name" through a broker, bank, trust or other nominee, you will need to follow the instructions provided to you by your broker, bank, trust or other nominee in order to revoke your voting instructions or submit new voting instructions.

The Merger (Page [·])

        The merger agreement provides that, subject to the satisfaction or waiver of the conditions in the merger agreement, Merger Sub will merge with and into AquaVenture. AquaVenture will be the surviving company (the "surviving company") in the merger and will continue as a subsidiary of Parent.

        If the merger is completed, at the effective time of the merger, each outstanding ordinary share (other than shares held by AquaVenture in treasury, or owned by Parent or Merger Sub or held by shareholders who are entitled to dissent and who properly exercise dissenter's rights in accordance with the BVI Act) will be automatically converted into the right to receive $27.10 in cash, without interest and less applicable withholding taxes. We refer to this amount as the "merger consideration."

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        Upon completion of the merger, ordinary shares of AquaVenture will no longer be listed on any stock exchange or quotation system. You will not own any shares of the surviving company. The merger agreement (which includes the proposed form of the plan of merger as an exhibit thereto) is attached as Annex A to this proxy statement. Please read it carefully.

Recommendation of the Company's Board of Directors and Reasons for the Merger (Page [·])

        The board of directors (acting upon the recommendation of the special committee) has unanimously approved the merger agreement and determined that the merger agreement is advisable and in the best interests of AquaVenture and its shareholders. The board of directors unanimously recommends that shareholders vote "FOR" the proposal to adopt the merger agreement. The board of directors further unanimously recommends that shareholders vote "FOR" the adjournment proposal.

        For the factors considered by the board of directors in reaching its decision to approve the merger agreement, see "The Merger (Proposal 1)—Reasons for the Merger" beginning on page [·] of this proxy statement.

Voting Agreements (Page [·] and Annex D)

        On December 23, 2019, concurrently with the execution and delivery of the merger agreement, certain shareholders of AquaVenture entered into voting agreements with Parent, pursuant to which such shareholders have agreed, among other things, to vote their respective ordinary shares in favor of the proposal to adopt the merger agreement. As of the public announcement of the merger, the shareholders who signed the voting agreements owned an aggregate of approximately 35.5% of the voting power of the outstanding ordinary shares. As of the record date for the special meeting, the shareholders who signed the voting agreements owned an aggregate of approximately [·]% of the voting power of the outstanding ordinary shares. The form of voting agreement is attached as Annex D to this proxy statement.

Opinion of Citigroup Global Markets Inc. (Page [·] and Annex B)

        The special committee retained Citigroup Global Markets Inc. ("Citi") as its financial advisor in connection with a possible transaction involving AquaVenture. In connection with Citi's engagement, the special committee requested that Citi evaluate the fairness, from a financial point of view, to the holders of AquaVenture's ordinary shares (other than Culligan and its affiliates) of the merger consideration to be received in the proposed merger by such holders pursuant to the terms and subject to the conditions set forth in the merger agreement. On December 22, 2019, at a meeting of the special committee held to evaluate the proposed merger, Citi rendered to the special committee an oral opinion, subsequently confirmed by delivery of a written opinion, dated December 23, 2019, to the effect that, as of the date of Citi's written opinion and based on and subject to various assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken by Citi as set forth in its written opinion, the merger consideration was fair, from a financial point of view, to the holders of AquaVenture ordinary shares (other than Culligan and its affiliates).

        The full text of Citi's written opinion, dated December 23, 2019, to the special committee, which sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken by Citi in rendering its opinion, is attached to this proxy statement as Annex B and is incorporated herein by reference. Citi's opinion was rendered to the special committee (in its capacity as such) in connection with its evaluation of the proposed merger and was limited to the fairness, from a financial point of view, as of the date of the opinion, to the holders of AquaVenture ordinary shares (other than Culligan and its affiliates) of the merger consideration. Citi's opinion did not address any other terms, aspects or implications of the proposed

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merger or the merger agreement. Citi's opinion did not address the underlying business decision of AquaVenture to effect the proposed merger, the relative merits of the proposed merger as compared to any alternative business strategies that might have existed for AquaVenture or the effect of any other transaction in which AquaVenture might have engaged. Citi's opinion is not intended to be and does not constitute a recommendation to any shareholder as to how such shareholder should vote or act on any matters relating to the proposed merger or otherwise.

        For more information, see the section entitled "The Merger (Proposal 1)Opinion of Citigroup Global Markets Inc." beginning on page [·] of this proxy statement.

Opinion of UBS Securities LLC (Page [·] and Annex C)

        On December 22, 2019, at a meeting of the special committee held to evaluate the merger, UBS Securities LLC ("UBS") delivered to the special committee an oral opinion, which opinion was confirmed by delivery of a written opinion dated as of December 23, 2019, to the effect that, as of that date and based upon and subject to various assumptions, matters considered and limitations described in its written opinion, the merger consideration to be received by holders of ordinary shares in the merger was fair, from a financial point of view, to such holders.

        The full text of UBS' opinion describes the assumptions made, procedures followed, matters considered and limitations on the review undertaken by UBS. The opinion is attached to this proxy statement as Annex C and is incorporated herein by reference. UBS' opinion was provided for the benefit of the special committee (in its capacity as such) in connection with, and for the purpose of, its evaluation of the merger consideration in the merger and addresses only the fairness, from a financial point of view, of the merger consideration to holders of ordinary shares in the merger. The opinion does not address the relative merits of the merger as compared to other business strategies or transactions that might be available with respect to the Company or the Company's underlying business decision to effect the merger. The opinion does not constitute a recommendation to any shareholder as to how to vote or act with respect to the merger. Holders of ordinary shares are encouraged to read UBS' opinion carefully in its entirety.

        For more information, see the section entitled "The Merger (Proposal 1)Opinion of UBS Securities LLC" beginning on page [·] of this proxy statement.

Conditions to the Merger (Page [·])

        Each party's obligation to complete the merger is subject to the satisfaction or, to the extent permitted by applicable law, waiver of the following conditions:

    the adoption of the merger agreement by the required vote of AquaVenture's shareholders;

    the absence of any temporary restraining order, preliminary or permanent injunction or other judgment, order or decree issued by any court of competent jurisdiction in the United States or certain foreign jurisdictions, or law that prohibits or makes illegal the consummation of the merger; and

    the expiration or termination of any applicable waiting period (and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act").

        The respective obligations of Parent and Merger Sub to complete the merger are subject to the satisfaction or, to the extent permitted by applicable law, waiver of the following additional conditions:

    the representations and warranties of the Company made in the merger agreement will be accurate (with certain representations and warranties subject to varying degrees of accuracy) as of the closing date (other than those representations and warranties that were made only as of a specified date, which need only be accurate as of such specified date), except that, subject to

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      certain exceptions, any inaccuracies in the Company's representations and warranties will be disregarded if such inaccuracies (disregarding materiality and material adverse effect qualifiers in the related representations and warranties) have not had and would not reasonably be expected to have a material adverse effect on the Company;

    the Company's performance in all material respects of all obligations required to be performed by it under the merger agreement at or prior to the effective time, other than with respect to obligations related to best efforts debt financing by Parent; and

    since the date of the merger agreement, there will not have occurred any event, change, circumstance, occurrence, effect or state of facts that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the Company.

        The obligation of the Company to complete the merger is subject to the satisfaction or, to the extent permitted by applicable law, waiver of the following additional conditions:

    the representations and warranties of Parent and Merger Sub made in the merger agreement will be accurate as of the date of the merger agreement and the closing date (other than those representations and warranties that were made only as of a specified date, which need only be accurate as of such specified date), except that any inaccuracies in such representations and warranties will be disregarded if such inaccuracies (disregarding materiality and material adverse effect qualifiers in the related representations and warranties) have not had and would not reasonably be expected to have a material adverse effect on Parent; and

    the performance in all material respects by Parent and Merger Sub of all obligations required to be performed by them under the merger agreement at or prior to the effective time.

Treatment of Company Equity Awards (Page [·])

        Company Stock Options.    At the effective time, each Company stock option, whether vested or unvested, that is outstanding immediately prior to the effective time will be cancelled and automatically exchanged for the right to receive an amount in cash (less any applicable tax withholdings) equal to the product of the excess, if any, of $27.10 over the per share exercise price of such Company stock option.

        Restricted Share Unit Awards.    At the effective time, each outstanding Company restricted share unit ("RSU"), whether vested or unvested, that is outstanding immediately prior to the effective time will vest in full and will be cancelled in exchange for the right to receive an amount in cash (less any applicable tax withholdings) equal to $27.10.

        Phantom Unit Awards.    At the effective time, each Company phantom unit, whether vested or unvested, that is outstanding immediately prior to the effective time will vest in full and will be cancelled in exchange for the right to receive an amount in cash (less any applicable tax withholdings) equal to $27.10.

Interests of the Company's Directors and Executive Officers in the Merger (Page [·])

        In considering the recommendation of the board of directors with respect to the merger agreement, you should be aware that some of the Company's directors and executive officers have interests in the merger that are different from, or in addition to, the interests of AquaVenture's shareholders generally. Interests of our directors and executive officers that may be different from or in addition to the interests of AquaVenture's shareholders include:

    the merger agreement provides for the accelerated vesting and cash-out of all Company equity awards;

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    certain of the Company's executive officers are participants in the AquaVenture Holdings Limited Key Executive Severance Plan (the "Severance Plan"), which provides for severance benefits in the event of certain qualifying terminations of employment in connection with or following the merger;

    the employment agreement between the Company and Mr. Ibarguen provides for severance benefits in the event of a qualifying termination of employment following the merger;

    Mr. Brown's offer letter provides for change in control benefits in the event of a merger and severance benefits in the event of a qualifying termination of employment; and

    the Company's directors and executive officers are entitled to continued indemnification and insurance coverage under indemnification agreements and the merger agreement.

        These interests are discussed in more detail in the section entitled "The Merger (Proposal 1)—Interests of the Company's Directors and Executive Officers in the Merger" beginning on page [·]. The board was aware of the different or additional interests set forth in this proxy statement and considered such interests along with other matters when approving the merger agreement and the transactions contemplated by the merger agreement, including the merger.

Financing (Page [·])

        The Company and Parent estimate that the total amount of funds required to complete the merger and related transactions and pay related fees and expenses will be approximately $1.1 billion. Parent expects this amount to be funded through a combination of the following:

    Morgan Stanley Senior Funding, Inc., Ares Capital Management LLC, PSP Investments Credit USA LLC, Royal Bank of Canada, BofA Securities, Inc., Bank of America, N.A., Credit Suisse Loan Funding LLC, Credit Suisse AG, Cayman Islands Branch, Bank of Montreal, BMO Capital Markets Corp. and Golub Capital LLC (collectively, the "Lenders") have committed to provide $500.0 million in debt financing for the merger, which shall be comprised of a senior secured term loan facility, on the terms and subject to the conditions set forth in the amended and restated debt commitment letter, dated as of January 15, 2020 (which amends and restates the debt commitment letter, dated as of December 23, 2019 that was delivered to AquaVenture in advance of execution of the merger agreement, the "Debt Commitment Letter").

    Investors affiliated with Parent (collectively, the "Investors") have committed, pursuant to an equity commitment letter, dated as of December 23, 2019 (the "Equity Commitment Letter"), to capitalize Parent, at or prior to the effective time, with an aggregate equity contribution in an amount of approximately $656,847,680, on the terms and subject to the conditions set forth in the Equity Commitment Letter.

        The completion of the merger is not subject to any financing condition, although funding of the debt and equity financing is subject to the satisfaction of the conditions set forth in the commitment letters under which the financing will be provided.

No Solicitation (Page [·])

        The Company may not, and must use its reasonable best efforts to cause its subsidiaries and its and their respective representatives not to, among other things:

    continue any ongoing discussions and negotiations with respect to any acquisition proposal;

    initiate, solicit, induce or knowingly facilitate, encourage or assist any inquiry or the making, submission or announcement of any acquisition proposal or acquisition inquiry or the making of

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      any proposal or offer that could reasonably be expected to lead to an acquisition proposal or acquisition inquiry;

    engage in, enter into, continue or otherwise participate in any discussion or negotiation regarding, or furnish or otherwise provide access to any non-public information regarding the Company or its subsidiaries in connection with or in response to any acquisition proposal or acquisition inquiry; or

    otherwise cooperate with, knowingly assist, participate in or knowingly facilitate any effort or attempt to make any acquisition proposal or acquisition inquiry.

        Notwithstanding the restrictions described above, prior to the adoption of the merger agreement by AquaVenture's shareholders, the Company may (1) provide non-public information in response to a request from a third party who has made a bona fide written acquisition proposal that did not result from a material breach of the non-solicitation provisions of the merger agreement and that the board of directors determines in good faith, after consultation with its financial advisors and outside legal counsel, constitutes or could reasonably be expected to lead to a superior proposal and (2) engage or participate in any discussions or negotiations with a third party who has made such an acquisition proposal, but in each case, only if the board of directors determines in good faith, after consultation with its outside legal counsel, that failure to take such action would be inconsistent with its fiduciary duties under applicable law.

        In addition, the board of directors may not effect any change of its recommendation to AquaVenture's shareholders to adopt the merger agreement, recommend the approval, acceptance or adoption of, or approve, recommend or adopt, any acquisition proposal, or cause or permit the Company or any of its subsidiaries to enter into any letter of intent, memorandum of understanding, acquisition or merger agreement or other analogous agreement relating to or providing for any alternative proposal. However, if the board of directors concludes in good faith, after consultation with its financial advisors and outside legal counsel, that an alternative acquisition proposal constitutes a superior proposal, the board of directors is permitted to (a) make a change of recommendation with respect to the adoption of the merger agreement by AquaVenture's shareholders or (b) terminate the merger agreement to concurrently enter into an alternative acquisition agreement in response to the superior proposal, subject, in each case, to certain customary matching rights in favor of Parent.

Intervening Event (Page [·])

        The board of directors is permitted to make a change in its recommendation to AquaVenture's shareholders with respect to the adoption of the merger agreement in response to an intervening event if the board of directors concludes in good faith, after consultation with its financial advisors and outside legal counsel, that the failure to do so would be inconsistent with its fiduciary duties under applicable law, subject to certain customary matching rights in favor of Parent.

        An intervening event means a material event, change, circumstance, occurrence, effect or state of facts (other than an alternative acquisition proposal) that was neither known to the board of directors prior to the execution of the merger agreement (or, if known, the consequences of which were not known and were not reasonably foreseeable) which event, change, circumstance, occurrence, effect or state of facts, or any consequence thereof, becomes known to the board of directors after such date.

Termination (Page [·])

        The Company and Parent may terminate the merger agreement by mutual written consent at any time before the effective time of the merger. In addition, either the Company or Parent may terminate the merger agreement if:

    the merger shall not have been consummated on or before June 23, 2020;

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    any court of competent jurisdiction or other governmental entity of competent jurisdiction has issued or entered an injunction or similar order permanently enjoining or otherwise prohibiting the completion of the merger and such injunction has become final and non-appealable; or

    if AquaVenture's shareholders vote on and fail to adopt the merger agreement at the special meeting or any adjournment or postponement thereof.

        The Company may also terminate the merger agreement:

    if Parent or Merger Sub has breached or failed to perform any of its covenants or other agreements contained in the merger agreement, or if any representation or warranty of Parent or Merger Sub is untrue, which breach or failure to perform or to be true, either individually or in the aggregate, would result in the failure to satisfy a closing condition and such breach has not been timely cured;

    at any time prior to the adoption of the merger agreement by AquaVenture's shareholders, if (1) the board of directors has authorized the Company to enter into an alternative acquisition agreement in connection with a superior proposal, (2) concurrently with such termination, the Company enters into an alternative acquisition agreement with respect to such superior proposal, and (3) concurrently with such termination, the Company pays the related termination fee to Parent; or

    if (1) the merger has not been completed as required pursuant to the merger agreement, (2) the Company has certified in writing to Parent that all conditions to Parent's obligation to complete the closing (other than those conditions that are to be satisfied by action taken at the closing) have been satisfied, (3) the Company is ready, willing and able to complete the merger on such date and (4) Parent fails to consummate the merger by the third business day immediately following the delivery of such certification.

        Parent may also terminate the merger agreement:

    if the Company has breached or failed to perform any of its covenants or other agreements contained in the merger agreement, other than with respect to obligations relating to the best efforts debt financing, or if any representation or warranty of the Company is untrue, which breach or failure to perform or to be true, either individually or in the aggregate, would result in the failure to satisfy a closing condition and such breach has not been timely cured; or

    if a triggering event shall have occurred (as described in the section entitled "The Merger Agreement—Termination").

Termination Fees (Page [·])

        The Company will be required to pay a termination fee of $34,132,500 in cash to Parent upon the termination of the merger agreement (1) by Parent, if a triggering event shall have occurred, (2) by the Company, to enter into an alternative acquisition agreement with respect to a superior proposal, or (3) if (a) prior to the date of the special meeting, an acquisition proposal has been publicly made to the Company, (b) the Company or Parent has effected an outside date termination (other than if failure of the merger to be consummated on or before the outside date is due solely to the failure of the debt financing to be funded on the date the closing should have occurred in accordance with the merger agreement and other than if Parent effects an outside date termination (in circumstances in which the Company could effect a parent breach termination, a Parent closing failure termination or an efforts breach termination)), the Company or Parent has effected a shareholder vote termination or Parent has effected a company breach termination and (c) within 12 months of such termination, the Company enters into a definitive agreement contemplating an acquisition transaction and such acquisition transaction is subsequently consummated, or an acquisition transaction is otherwise

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consummated (in which case the references to "15%" in the definition of acquisition transaction will be deemed to be references to "35%").

        Parent will be required to pay to the Company a reverse termination fee of $54,611,815 in cash (the "parent termination fee") in the event that the Company has terminated the merger agreement due to (1) the breach or failure by Parent or Merger Sub to perform any of its covenants or other agreements contained in the merger agreement, or if any representation or warranty of Parent and Merger Sub is untrue, where such breach or failure to perform or untrue statement would result in the failure to satisfy a closing condition and has not been timely cured; or (2) the merger not being completed as required pursuant to the merger agreement, the Company has certified in writing to Parent that all conditions to Parent's obligation to consummate the closing (other than those conditions that are to be satisfied by action taken at the closing) have been satisfied, the Company is ready, willing and able to complete the merger on such date and Parent fails to consummate the merger by the third business day immediately following the delivery of such certification.

Regulatory Approvals (Page [·])

        Under the HSR Act and related rules, certain transactions, including the merger, may not be completed until notifications have been given and information furnished to the Antitrust Division of the United States Department of Justice (the "Antitrust Division") and the Federal Trade Commission (the "FTC") and all statutory waiting period requirements with respect to the HSR Act have been satisfied.

Material U.S. Federal Income Tax Consequences of the Merger (Page [·])

        If you are a U.S. holder, the receipt of cash in exchange for ordinary shares pursuant to the merger will generally be a taxable transaction for U.S. federal income tax purposes. You should consult your own tax advisors regarding the particular tax consequences to you of the exchange of ordinary shares for cash pursuant to the merger in light of your particular circumstances (including the application and effect of any state, local or foreign income and other tax laws).

Dissenters' Rights (Page [·])

        Under the laws of the British Virgin Islands, shareholders are entitled to dissent from the merger and receive payment of "fair value" for their ordinary shares in accordance with Section 179 of the BVI Act. A shareholder who dissents will not be entitled to receive the merger consideration as they will only be entitled to the right to payment of the "fair value" of their ordinary shares if the merger is completed, as determined in accordance with Section 179 of the BVI Act. To the extent AquaVenture and a dissenting shareholder are unable to agree upon the "fair value," a statutory appraisal process will be used to determine the fair value of a dissenting shareholder's ordinary shares. While the fair value of a shareholder's ordinary shares as determined under this appraisal procedure could be more than or the same as the merger consideration, shareholders are cautioned that the fair value of their ordinary shares could also be determined to be less than the merger consideration.

        Dissenters' rights are available only to shareholders whose name is entered in the register of members of AquaVenture as a registered holder of ordinary shares. Any person who holds ordinary shares in AquaVenture through a depositary, nominee or broker and who wishes to exercise his, her or its statutory right to dissent from the merger must first ensure that he, she or it is entered in the register of members of AquaVenture and therefore becomes a "member" for the purpose of the BVI Act. Shareholders must comply with the procedures and requirements for exercising dissenters' rights with respect to the ordinary shares under Section 179 of the BVI Act (which includes delivery to AquaVenture, before the vote is taken, of a written objection to the merger).

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        Shareholders are also cautioned that the board of directors has determined that the merger consideration is a fair price and that, if a shareholder initiates an appraisal process, they may be responsible for a portion of the costs of the appraisal (including the fees of the appraisers and legal costs in respect of any related applications to court), up to a maximum amount of 50% of such costs. Given the complexity of the appraisal process, shareholders are cautioned that such costs may exceed the fair value of a shareholder's ordinary shares. A shareholder who fails to comply strictly with the procedures set forth in Section 179 of the BVI Act will lose its rights to dissent.

Completion of the Merger (Page [·])

        We anticipate completing the merger in early April of 2020. We cannot predict the exact timing of the completion of the merger or whether the merger will be completed. To complete the merger, AquaVenture's shareholders must adopt the merger agreement at the special meeting and the other customary closing conditions under the merger agreement, including receipt of required regulatory approvals under the HSR Act, must be satisfied or, to the extent legally permitted, waived.

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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER

        The following questions and answers address briefly some questions you may have regarding the special meeting, the merger agreement and the merger. These questions and answers may not address all questions that may be important to you as an AquaVenture shareholder. Please refer to the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents referred to in this proxy statement.

Q:
Why am I receiving this proxy statement?

A:
On December 23, 2019, AquaVenture entered into the merger agreement providing for the merger of Merger Sub, a wholly-owned subsidiary of Parent, with and into AquaVenture, with AquaVenture surviving the merger as a subsidiary of Parent. You are receiving this proxy statement in connection with the solicitation of proxies by the board of directors in favor of the proposal to adopt the merger agreement and the other proposal to be voted on at the special meeting.

Q:
What is the proposed transaction?

A:
The proposed transaction is the merger of Merger Sub with and into AquaVenture pursuant to the merger agreement. Following the effective time of the merger, the Company will be privately held as a subsidiary of Parent.

Q:
What will I receive in the merger?

A:
If the merger is completed, you will be entitled to receive $27.10 in cash, without interest and less any applicable withholding taxes, for each ordinary share that you own. For example, if you own 100 ordinary shares, you will be entitled to receive $2,710 in cash in exchange for your ordinary shares, less any applicable withholding taxes. You will not be entitled to receive shares in the surviving company or any equity interests in Parent.

Q:
Where and when is the special meeting?

A:
The special meeting will take place at [·] on [·], [·], 2020, starting at [·] a.m., [·] time.

Q:
What matters will be voted on at the special meeting?

A:
You will be asked to consider and vote on the following proposals:

a proposal to adopt the merger agreement; and

a proposal to approve one or more adjournments of the special meeting, if necessary, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the merger agreement.

Q:
What vote of our shareholders is required to adopt the merger agreement?

A:
Under the terms of our memorandum and articles of association, the merger cannot be completed unless holders of at least two-thirds of the ordinary shares entitled to vote and voting on the proposal, either in person or by proxy, at the special meeting vote "FOR" the adoption of the merger agreement, assuming a quorum is present at the special meeting. In addition, under the merger agreement, the receipt of such required vote is a condition to the completion of the merger.

    A failure to vote your ordinary shares, an abstention from voting or failure to give voting instructions to your broker, bank, trust or other nominee, will not be considered votes cast at the

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    special meeting and, therefore, will have no effect on the voting results for the proposal, assuming a quorum is present.

    As of [·], 2020, the record date for the special meeting, there were [·] ordinary shares outstanding and entitled to vote at the special meeting or at any adjournment or postponement of the special meeting.

Q:
Are there any voting agreements with existing shareholders?

A:
Yes. On December 23, 2019, concurrently with the execution and delivery of the merger agreement, certain shareholders of AquaVenture entered into voting agreements with Parent, pursuant to which such shareholders have agreed, among other things, to vote their respective ordinary shares in favor of the proposal to adopt the merger agreement. As of the public announcement of the merger, the shareholders who signed the voting agreements owned an aggregate of approximately 35.5% of the voting power of the outstanding ordinary shares. As of the record date for the special meeting, the shareholders who signed the voting agreements owned an aggregate of approximately [·]% of the voting power of the outstanding ordinary shares. The form of voting agreement is attached as Annex D to this proxy statement.

Q:
How will our directors and executive officers vote on the proposal to adopt the merger agreement?

A:
The directors and executive officers of the Company have informed the Company that as of the date of this proxy statement, they intend to vote "FOR" the proposal to adopt the merger agreement. As of [·], 2020, the record date for the special meeting, such directors and executive officers (including those who have entered into voting agreements with Parent) owned, in the aggregate, [·]% of the outstanding ordinary shares of the Company entitled to vote at the special meeting.

Q:
What is a quorum?

A:
A quorum will be present if holders of at least fifty percent of all outstanding ordinary shares on the record date are present in person or represented by proxy at the special meeting. If a quorum is not present at the special meeting, the special meeting may be adjourned or postponed for a reasonable period until a quorum is obtained.

    If you submit a proxy but abstain or fail to provide voting instructions on any of the proposals listed on the proxy card, your shares will be counted for purposes of determining whether a quorum is present at the special meeting.

    If your ordinary shares are held in "street name" by your broker, bank, trust or other nominee and you do not tell the nominee how to vote your shares, these shares will not be counted for purposes of determining whether a quorum is present for the transaction of business at the special meeting.

Q:
What vote of our shareholders is required to approve other matters to be considered at the special meeting?

A:
Approval of the adjournment proposal requires the affirmative vote of a majority of votes cast at the special meeting. Abstentions will not be considered votes cast at the special meeting and, therefore, will have no effect on the voting results for this proposal.

Q:
How does the board of directors recommend that I vote?

A:
The board of directors unanimously recommends that AquaVenture's shareholders vote "FOR" the proposal to adopt the merger agreement. The board of directors further unanimously recommends that shareholders vote "FOR" the adjournment proposal.

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Q:
What effects will the merger have on AquaVenture?

A:
Our ordinary shares are currently registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and are quoted on the New York Stock Exchange (the "NYSE") under the symbol "WAAS." As a result of the merger, the Company will cease to be a publicly-traded company and will become a subsidiary of Parent. Following the merger, the registration of our ordinary shares and our reporting obligations under the Exchange Act will be terminated. In addition, upon completion of the merger, our ordinary shares will no longer be listed on any stock exchange or quotation system, including the NYSE.

Q:
What happens if the merger is not completed?

A:
If the merger agreement is not adopted by AquaVenture's shareholders, or if the merger is not completed for any other reason, AquaVenture's shareholders will not receive any payment for their ordinary shares in connection with the merger. Instead, we will remain a public company and our ordinary shares will continue to be listed and traded on the NYSE. Under specified circumstances, the Company will be required to pay Parent a termination fee in connection with the qualifying terminations under the merger agreement.

Q:
What do I need to do now? How do I vote my ordinary shares?

A:
We urge you to read this proxy statement carefully, including its annexes and the documents referred to in this proxy statement. Your vote is important. If you are a shareholder of record, you can ensure that your shares are voted at the special meeting by submitting your proxy by:

mail, using the enclosed postage-paid envelope;

telephone, using the toll-free number listed on each proxy card; or

the Internet, at the address provided on each proxy card.

    If you hold your shares in "street name" through a broker, bank, trust or other nominee, you should follow the directions provided by your broker, bank, trust or other nominee regarding how to instruct your nominee to vote your shares. Without those instructions, your shares will not be voted.

Q:
Can I revoke my proxy?

A:
Yes. You can revoke your proxy at any time before the vote is taken at the special meeting. If you are a shareholder of record, you may revoke your proxy by notifying the Company's Secretary in writing at c/o Conyers Corporate Services (BVI) Limited, Wickhams Cay 1, P.O. Box 3140, Road Town, Tortola, British Virgin Islands VG1110, with a copy to Lee Muller, Assistant Secretary, Seven Seas Water Corporation, 14400 Carlson Circle, Tampa, Florida 33626, or by submitting a new proxy by telephone, the Internet or mail, in each case, dated after the date of the proxy being revoked. In addition, you may revoke your proxy by attending the special meeting and voting in person (simply attending the special meeting will not cause your proxy to be revoked). Please note that if you hold your shares in "street name" and you have instructed a broker, bank, trust or other nominee to vote your shares, the above-described options for revoking your voting instructions do not apply, and instead you must follow the instructions received from your broker, bank, trust or other nominee to revoke your voting instructions or submit new voting instructions.

Q:
What happens if I do not vote?

A:
The requisite number of ordinary shares to approve both the proposal approving the merger and the adjournment proposal is based on the total number of ordinary shares present in person or by

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    proxy at the special meeting and entitled to vote thereon. Abstentions will not be considered votes cast at the special meeting and, therefore, will have no effect on the voting results for the proposals. If you do not return your proxy card or otherwise fail to vote your ordinary shares (including a failure of your broker, bank or other nominee to vote shares held on your behalf), it will have no effect on the proposals, assuming a quorum is present.

Q:
Will my shares held in "street name" or another form of record ownership be combined for voting purposes with shares I hold of record?

A:
No. Because any shares you may hold in "street name" will be deemed to be held by a different shareholder than any shares you hold of record, any shares so held will not be combined for voting purposes with shares you hold of record. Similarly, if you own shares in various registered forms, such as jointly with your spouse, as trustee of a trust or as custodian for a minor, you will receive, and will need to sign and return, a separate proxy card for those shares because they are held in a different form of record ownership. Shares held by a corporation or business entity must be voted by an authorized officer of the entity. Shares held in an individual retirement account must be voted under the rules governing the account.

Q:
What happens if I sell my ordinary shares before completion of the merger?

A:
If you transfer your ordinary shares, you will have transferred your right to receive the merger consideration in the merger. In order to receive the merger consideration, you must hold your ordinary shares through completion of the merger.

    The record date for shareholders entitled to vote at the special meeting is earlier than the closing of the merger. So, if you transfer your ordinary shares after the record date but before the closing of the merger, you will have transferred your right to receive the merger consideration in the merger, but retained the right to vote at the special meeting.

Q:
Should I send in my share certificates or other evidence of ownership now?

A:
No. After the merger is completed, you will receive a letter of transmittal from the paying agent for the merger with detailed written instructions for exchanging your ordinary shares for the merger consideration. If your ordinary shares are held in "street name" by your broker, bank, trust or other nominee, you may receive instructions from your broker, bank, trust or other nominee as to what action, if any, you need to take to effect the surrender of your "street name" shares in exchange for the merger consideration. Please do not send in your certificates now.

Q:
I do not know where my share certificate is—how will I get the merger consideration for my shares?

A:
If the merger is completed, the transmittal materials you will receive after the completion of the merger will include the procedures that you must follow if you cannot locate your share certificate. These procedures will include an affidavit that you will need to sign attesting to the loss of your share certificate. Parent may also require that you provide indemnity to the surviving company in order to cover any potential loss.

Q:
Am I entitled to exercise dissenters' rights or appraisal rights instead of receiving the merger consideration for my ordinary shares?

A:
Yes. Under the laws of the British Virgin Islands, shareholders are entitled to dissent from the merger and receive payment of "fair value" for their ordinary shares in accordance with Section 179 of the BVI Act. Dissenting shareholders will not be entitled to receive the merger consideration as they will only be entitled to the right to payment of the "fair value" of their

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    ordinary shares if the merger is completed, as determined in accordance with Section 179 of the BVI Act.

    Any shareholder who considers exercising dissent rights is strongly advised to consult legal counsel in the British Virgin Islands.

Q:
Will I have to pay taxes on the merger consideration I receive?

A:
If you are a U.S. holder, the receipt of cash in exchange for ordinary shares pursuant to the merger will generally be a taxable transaction for U.S. federal income tax purposes. You should consult your own tax advisors regarding the particular tax consequences to you of the exchange of ordinary shares for cash pursuant to the merger in light of your particular circumstances (including the application and effect of any state, local or foreign income and other tax laws).

Q:
What does it mean if I get more than one proxy card or voting instruction card?

A:
If your ordinary shares are registered differently or are held in more than one account, you will receive more than one proxy card or voting instruction card. Please complete and return all of the proxy cards or voting instruction cards you receive (or submit each of your proxies by telephone or the Internet, if available to you) to ensure that all of your shares are voted.

Q:
What is householding and how does it affect me?

A:
The United States Securities and Exchange Commission (the "SEC") permits companies to send a single set of proxy materials to any household at which two or more shareholders reside, unless contrary instructions have been received, but only if the applicable company provides advance notice and follows certain procedures. In such cases, each shareholder continues to receive a separate notice of the meeting and proxy card. Certain brokerage firms may have instituted householding for beneficial owners of ordinary shares held through brokerage firms. If your family has multiple accounts holding our ordinary shares, you may have already received a householding notification from your broker. Please contact your broker directly if you have any questions or require additional copies of this proxy statement. The broker will arrange for delivery of a separate copy of this proxy statement promptly upon your written or oral request. You may decide at any time to revoke your decision to household, and thereby receive multiple copies.

Q:
Who can help answer my other questions?

A:
If you have additional questions about the merger, or require assistance in submitting your proxy or voting your shares or need additional copies of the proxy statement or the enclosed proxy card, please contact our proxy solicitor, Innisfree M&A Incorporated, at:

Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, New York 10022
Shareholders may call toll free: (888) 750-5834
Banks and Brokers may call collect: (212) 750-5833

    If a broker, bank, trust or other nominee holds your shares, you should also call your broker, bank, trust or other nominee for additional information.

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CAUTIONARY STATEMENT CONCERNING
FORWARD-LOOKING STATEMENTS

        This proxy statement, and the documents to which we refer you in this proxy statement, include "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, which are identified by the use of the words "believe," "expect," "anticipate," "intend," "estimate," "will," "contemplate," "would" and similar expressions that contemplate future events. These statements are only predictions. You should be aware that forward-looking statements involve a number of assumptions, risks and uncertainties that could cause the actual results to differ materially from such forward-looking statements. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors, including, without limitation:

    the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement;

    the failure to obtain the required vote of AquaVenture's shareholders to adopt the merger agreement;

    the inability to obtain regulatory approvals required for the merger or the imposition of burdensome conditions in connection with such approvals;

    the failure to satisfy other required closing conditions or complete the merger in a timely manner;

    the failure to obtain the necessary financing arrangements set forth in the debt and equity commitment letters delivered pursuant to the merger agreement;

    risks related to disruption of management's attention from the Company's ongoing business operations due to the pendency of the merger;

    the effect of the announcement of the merger on our operating results and businesses generally and our relationships with employees, customers, suppliers and regulators;

    the outcome of any legal proceedings that may be instituted against the Company and others relating to the merger agreement;

    the impact of the pending merger on our strategic plans and operations and our ability to respond effectively to competitive pressures, industry developments and future opportunities; and

    other risks detailed in our filings with the SEC, including our Annual Report on Form 10-K for the fiscal year ended December 31, 2018, as amended, and subsequent Quarterly Reports on Form 10-Q. See "Where You Can Find Additional Information."

        You should not place undue reliance on forward-looking statements. We cannot guarantee any future results, levels of activity, performance or achievements. The statements made in this proxy statement are based on the information available to us as of the date of this proxy statement, and you should not assume that the statements made in this proxy statement remain accurate as of any future date. Moreover, except as required by law, we assume no obligation to update forward-looking statements or update the reasons actual results could differ materially from those anticipated in forward-looking statements.

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THE COMPANIES

AquaVenture Holdings Limited

        AquaVenture is a multinational provider of WAAS solutions that provide our customers with a reliable and cost-effective source of clean drinking water, process water and wastewater treatment and water reuse solutions primarily under long term contracts that minimize capital investment by the customer. We deliver our WAAS solutions through two operating platforms: Seven Seas Water and Quench. Seven Seas Water is a multinational provider of desalination, wastewater treatment and water reuse solutions to governmental, municipal (including utility districts), industrial, property developer and hospitality customers. Our desalination solutions provide more than 8.5 billion gallons per year of potable, high purity industrial grade and ultra-pure water (which is water that is treated to meet higher purity standards required for industrial, semiconductor, utility or pharmaceutical applications). Our wastewater treatment and water reuse solutions, which include plants ranging in capacity from 5,000 gallons per day to more than 1.5 million gallons per day, are provided through 102 leases with customers and through the sale of equipment. Quench is a U.S. based provider of POU filtered water systems and related services through direct and indirect sales channels to approximately 55,000 institutional and commercial customers, including more than half of the Fortune 500, throughout the United States and Canada.

        A detailed description of the Company's business is contained in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2018, as amended. See "Where You Can Find Additional Information."

        AquaVenture is a business company incorporated under the laws of the British Virgin Islands. Our principal executive offices are located at c/o Conyers Corporate Services (BVI) Limited, Commerce House, Wickhams Cay 1, P.O. Box 3140 Road Town, British Virgin Islands, and our telephone number is (813) 855-8636. Our website address is www.aquaventure.com. The information contained in, or that may be accessed through, our website is not intended to be incorporated into this proxy statement.

Culligan International Company and Amberjack Merger Sub Limited

        Founded in 1936 by Emmett Culligan, Parent is a world leader in delivering water solutions that will improve the lives of its customers. Parent offers some of the most technologically advanced, state-of-the-art water filtration and treatment products. Parent's products include water softeners, drinking water systems, whole-house systems and solutions for businesses. Parent's network of franchise dealers is the largest in the world, with over 900 dealers in 90 countries. Many Parent dealers have valuable equity in their communities as multigenerational family owners of their franchises. Parent is a Delaware corporation, and Merger Sub is a business company incorporated under the laws of the British Virgin Islands and a wholly-owned subsidiary of Parent. Merger Sub was formed solely for the purpose of entering into the merger agreement and consummating the transactions contemplated by the merger agreement and to facilitate the participation of investment funds advised by Advent, and has not engaged in any business except for activities incidental to its formation and as contemplated by the merger agreement. Parent and Merger Sub are controlled by Advent. The address for Parent and Merger Sub is 9399 W. Higgins Rd, Ste 1100, Rosemont, Illinois 60018, and their telephone number at that address is 847-430-2800.

Advent International Corporation

        Founded in 1984, Advent is one of the largest and most experienced global private equity investors. Advent has invested in over 350 private equity transactions in 41 countries, and as of September 30, 2019, had $56.6 billion in assets under management. With 15 offices in 12 countries, Advent has established a globally integrated team of over 200 investment professionals across North America, Europe, Latin America and Asia. Advent focuses on investments in five core sectors,

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including business and financial services; healthcare; industrial; retail, consumer and leisure; and technology. After 35 years dedicated to international investing, Advent remains committed to partnering with management teams to deliver sustained revenue and earnings growth for its portfolio companies. The principal executive offices of Advent are located at 800 Boylston Street, Boston, Massachusetts 02199.

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THE SPECIAL MEETING

Date, Time and Place of the Special Meeting

        This proxy statement is being furnished to our shareholders as part of the solicitation of proxies by the board of directors for use at the special meeting to be held at [·], on [·], [·], 2020, at [·] a.m., [·] time, or at any adjournment or postponement of such meeting. This proxy statement is first being mailed to our shareholders on or about [·], 2020.

Purpose of the Special Meeting

        The purpose of the special meeting is for our shareholders to consider and vote upon the proposal to adopt the merger agreement. AquaVenture's shareholders must adopt the merger agreement for the merger to be completed. A copy of the merger agreement (which includes the proposed form of the plan of merger as an exhibit thereto) is attached to this proxy statement as Annex A and the material provisions of the merger agreement are described under "The Merger Agreement." AquaVenture's shareholders are also being asked to approve one or more adjournments of the special meeting, if necessary, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the merger agreement.

Record Date and Quorum

        The holders of record of our ordinary shares as of the close of business on [·], 2020, the record date for the special meeting, are entitled to receive notice of and to vote at the special meeting or at any adjournment or postponement of the special meeting. All holders of our ordinary shares will vote together as a single class, and each shareholder is entitled to one vote for each ordinary share held on the record date. On the record date, [·] ordinary shares were outstanding and entitled to vote at the special meeting.

        The presence at the special meeting, in person or by proxy, of the holders of at least fifty percent of all outstanding ordinary shares on the record date will constitute a quorum, permitting the Company to conduct its business at the special meeting. Treasury shares, which are shares owned by the Company itself, are not voted and do not count for this purpose. Proxies received but marked as abstentions will be included in the calculation of the number of shares considered to be present at the special meeting. If your ordinary shares are held in "street name" by your broker, bank, trust or other nominee and you do not tell the nominee how to vote your shares, these shares will not be counted for purposes of determining whether a quorum is present for the transaction of business at the special meeting. The Company does not anticipate any broker non-votes in connection with the special meeting. See "—Voting; Proxies; Revocation—Submitting a Proxy or Providing Voting Instructions—Shares Held in 'Street Name'" below.

Required Vote

        Under the terms of our memorandum and articles of association, the merger cannot be completed unless holders of at least two-thirds of the ordinary shares entitled to vote and voting on the proposal, either in person or by proxy, at the special meeting vote "FOR" the adoption of the merger agreement, assuming a quorum is present at the special meeting.

        Approval of the adjournment proposal requires the affirmative vote of a simple majority or more of those entitled to vote and voting on the proposal, either in person or by proxy, at the special meeting.

        In each case, a failure to vote your ordinary shares, an abstention from voting or failure to give voting instructions to your broker, bank, trust or other nominee, will not be considered votes cast at the

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special meeting and therefore, will have no effect on the voting results for the applicable proposal, assuming a quorum is present.

Voting Agreements

        On December 23, 2019, concurrently with the execution and delivery of the merger agreement, certain shareholders of AquaVenture entered into voting agreements with Parent, pursuant to which such shareholders have agreed, among other things, to vote their respective ordinary shares in favor of the proposal to adopt the merger agreement. As of the public announcement of the merger, the shareholders who signed the voting agreements owned an aggregate of approximately 35.5% of the voting power of the outstanding ordinary shares. As of the record date for the special meeting, the shareholders who signed the voting agreements owned an aggregate of approximately [·]% of the voting power of the outstanding ordinary shares. The form of voting agreement is attached as Annex D to this proxy statement.

Voting by the Company's Directors and Executive Officers

        The directors and executive officers of the Company have informed the Company that as of the date of this proxy statement, they intend to vote "FOR" the proposal to adopt the merger agreement, although none of them has an obligation to do so. At the close of business on the record date, such directors and executive officers (including those who have entered into voting agreements with Parent) owned, in the aggregate, [·]% of the outstanding ordinary shares of the Company entitled to vote at the special meeting.

Voting; Proxies; Revocation

        Attendance.    All holders of ordinary shares as of the close of business on [·], 2020, the record date for voting at the special meeting, including shareholders of record and beneficial owners of ordinary shares registered in the "street name" of a broker, bank, trust or other nominee, are invited to attend the special meeting. If you are a shareholder of record, please be prepared to provide proper identification, such as a driver's license. If you hold your shares in "street name," you will need to provide proof of ownership, such as a recent account statement or voting instruction form provided by your broker, bank, trust or other nominee or other similar evidence of ownership, along with proper identification.

        Voting in Person.    Shareholders of record will be able to vote in person at the special meeting. If you are not a shareholder of record, but instead hold your shares in "street name" through a broker, bank, trust or other nominee, you must provide a proxy executed in your favor from your broker, bank, trust or other nominee in order to be able to vote in person at the special meeting.

        Submitting a Proxy or Providing Voting Instructions.    To ensure that your shares are voted at the special meeting, we recommend that you provide voting instructions promptly by proxy, even if you plan to attend the special meeting in person.

    Shares Held by Record Holder.    If you are a shareholder of record, you may submit a proxy using one of the methods described below.

    Submit a Proxy by Telephone or via the Internet.    This proxy statement is accompanied by a proxy card with instructions for submitting voting instructions. You may vote by telephone by calling the toll-free number or via the Internet by accessing the Internet address as specified on the enclosed proxy card. Your shares will be voted as you direct in the same manner as if you had completed, signed, dated and returned your proxy card, as described below.

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      Submit a Proxy Card.    If you complete, sign, date and return the enclosed proxy card by mail so that it is received in time for the special meeting, your shares will be voted in the manner directed by you on your proxy card.

        If you sign, date and return your proxy card without indicating how you wish to vote on a proposal, your proxy will be voted in accordance with the board of directors' recommendation—i.e., "FOR" the proposal to adopt the merger agreement and the adjournment proposal. If you are a shareholder of record and fail to return your proxy card, unless you attend the special meeting and vote in person, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the special meeting, but will not affect the proposal to adopt the merger agreement or the adjournment proposal (assuming that a quorum is present).

    Shares Held in "Street Name." If your ordinary shares are held in "street name," you will receive instructions from your broker, bank, trust or other nominee that you must follow in order to have your shares voted. Your broker, bank, trust or other nominee will vote your shares only if you provide instructions on how to vote. Please follow the directions on the voting instruction form sent to you by your broker, bank, trust or other nominee with this proxy statement. If you have not received such voting instructions or require further information regarding such voting instructions, contact your broker, bank, trust or other nominee, as the case may be. Brokers who hold ordinary shares in "street name" for a beneficial owner of those shares typically have the authority to vote in their discretion on "routine" proposals when they have not received instructions from the beneficial owner. However, brokers are not allowed to exercise their voting discretion with respect to the approval of matters that are "non-routine," such as adoption of the merger agreement, without specific instructions from the beneficial owner. Broker non-votes are shares held by a broker or other nominee that are present in person or represented at the meeting, but with respect to which the broker or other nominee is not instructed by the beneficial owner of such shares to vote on the particular proposal and the broker does not have discretionary voting power on such proposal. Because both proposals for the special meeting are non-routine and non-discretionary, AquaVenture anticipates that there will not be any broker non-votes.

        Revocation of Proxies.    Any person giving a proxy pursuant to this solicitation has the power to revoke and change it any time before it is voted. If you are a shareholder of record, you may revoke your proxy at any time before the vote is taken at the special meeting by:

    submitting a new proxy with a later date, by using the telephone or Internet proxy submission procedures described above, or by completing, signing, dating and returning a new proxy card by mail to the Company;

    attending the special meeting and voting in person; or

    delivering to the Secretary of the Company a written notice of revocation c/o Conyers Corporate Services (BVI) Limited, Wickhams Cay 1, P.O. Box 3140, Road Town, Tortola, British Virgin Islands VG1110, with a copy to Lee Muller, Assistant Secretary, Seven Seas Water Corporation, 14400 Carlson Circle, Tampa, Florida 33626.

        Attending the special meeting without taking one of the actions described above will not in itself revoke your proxy. Please note that if you want to revoke your proxy by mailing a new proxy card to the Company or by sending a written notice of revocation to the Company, you should ensure that you send your new proxy card or written notice of revocation in sufficient time for it to be received by the Company before the special meeting.

        If you hold your shares in "street name" through a bank, broker, trust or other nominee, you will need to follow the instructions provided to you by your bank, broker, trust or other nominee in order to revoke your voting instructions or submit new voting instructions.

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Adjournments and Postponements

        Although it is not currently expected, the special meeting may be adjourned or postponed for the purpose of soliciting additional proxies. We are submitting a proposal for consideration at the special meeting to authorize the named proxies to approve one or more adjournments of the special meeting if there are not sufficient votes to adopt the merger agreement at the time of the special meeting. The adjournment proposal relates only to an adjournment of the special meeting for purposes of soliciting additional proxies to obtain the requisite shareholder approval to adopt the merger agreement. AquaVenture retains full authority to the extent set forth in its memorandum and articles of association and under the BVI Act to adjourn the special meeting for any other purpose, or to postpone the special meeting before it is convened, without the consent of any shareholder.

        If the special meeting is adjourned, we are not required to give notice of the time and place of the adjourned meeting if announced at the meeting at which the adjournment is taken, unless the adjournment is for more than 30 days or the board of directors fixes a new record date for the special meeting. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting. All proxies will be voted in the same manner as they would have been voted at the original convening of the special meeting, except for any proxies that have been effectively revoked or withdrawn prior to the time the proxy is voted at the reconvened meeting.

Solicitation of Proxies

        Our directors, officers and employees may solicit proxies on our behalf in person, by telephone, email or facsimile. These persons will not be paid additional remuneration for their efforts. AquaVenture has also retained Innisfree M&A Incorporated to assist in the solicitation of proxies at a fee of approximately $20,000, plus reasonable out-of-pocket expenses. We also will request brokers and other fiduciaries to forward proxy solicitation material to the beneficial owners of ordinary shares that the brokers and fiduciaries hold of record. Upon request, we will reimburse them for their reasonable out-of-pocket expenses. AquaVenture will pay all expenses of filing, printing and mailing this proxy statement, including solicitation expenses.

Other Information

        You should not return your share certificate or send documents representing ordinary shares with the proxy card. If the merger is completed, the paying agent for the merger will send you a letter of transmittal and instructions for exchanging your ordinary shares for the merger consideration.

Questions and Assistance

        If you have questions about the merger or how to submit your proxy, or if you need additional copies of this proxy statement or the enclosed proxy card or voting instructions, please contact our proxy solicitor at:

Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, New York 10022
Shareholders may call toll free: (888) 750-5834
Banks and Brokers may call collect: (212) 750-5833

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THE MERGER (PROPOSAL 1)

General

        If the merger agreement is adopted by AquaVenture's shareholders and all other conditions to the closing of the merger are either satisfied or waived, Merger Sub will be merged with and into the Company with the Company being the surviving company in the merger and continuing as a subsidiary of Parent. Upon the completion of the merger, each ordinary share of issued and outstanding immediately prior to the effective time of the merger (other than shares held by AquaVenture in treasury, or owned by Parent or Merger Sub or held by shareholders who are entitled to dissent and who properly exercise dissenter's rights in accordance with the BVI Act) will be converted into the right to receive $27.10 in cash, without interest and less any applicable withholding taxes.

        Our ordinary shares are currently registered under the Exchange Act and are quoted on the NYSE under the symbol "WAAS." As a result of the merger, the Company will cease to be a publicly-traded company and will become a subsidiary of Parent. Following the completion of the merger, the registration of our ordinary shares and our reporting obligations under the Exchange Act will be terminated. In addition, upon the completion of the merger, our ordinary shares will no longer be listed on any stock exchange or quotation system, including the NYSE.

Background of the Merger

        The following chronology summarizes the key meetings and events that led to the signing of the merger agreement. The following chronology does not purport to catalogue every conversation among the board of directors, the special committee, members of Company management or the representatives of the Company and other parties.

        AquaVenture is a multinational provider of WAAS solutions that provide its customers with a reliable and cost-effective source of clean drinking water, process water and wastewater treatment and water reuse solutions primarily under long term contracts that minimize capital investment by the customer. The Company delivers its WAAS solutions through two operating platforms: Seven Seas Water and Quench. Seven Seas Water is a multinational provider of desalination, wastewater treatment and water reuse solutions to governmental, municipal (including utility districts), industrial, property developer and hospitality customers. Quench is a U.S. based provider of POU filtered water systems and related services through direct and indirect sales channels to approximately 55,000 institutional and commercial customers, including more than half of the Fortune 500, throughout the United States and Canada.

        The board of directors and management periodically review and revise the Company's long-term strategy and objectives in light of developments in the markets in which it operates. As part of these reviews, the directors consider the Company's business, including developments and the opportunities and challenges associated with implementing its long-term strategic plans.

        Over the past several years, the Company has from time to time been approached by other operating businesses and financial sponsors who were interested in discussing a potential acquisition of the Company or either its Seven Seas Water or Quench business. In certain situations, the Company entered into confidentiality agreements, provided information and held discussions regarding potential transactions. In each case, the board of directors considered the approaches in the context of the Company's long-term strategy and developments in the markets in which it operates.

        On July 20, 2019, management was contacted by representatives of Party A, a financial sponsor, that indicated that it might have an interest in pursuing a strategic transaction with the Company and that it wanted access to certain information to better understand the Company's businesses and strategies. On July 25, 2019, management had an introductory call with representatives of Party A,

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during which management informed Party A that it would need to enter into a confidentiality agreement before it would be provided access to additional information.

        On August 5, 2019, a meeting was held in which members of the board of directors and management participated. During this meeting, the directors, with input from management, discussed, among other matters, that the Company had received over the last few months inbound interest from multiple parties, including the inquiry from Party A. Management informed the directors that the Company, in the ordinary course, spoke with such parties and provided limited information to enable them to better understand the Company's businesses and strategies. Following discussion, management noted to the directors that the Company was seeking to finalize a confidentiality agreement with Party A and provide Party A with access to limited confidential information concerning the Company's business.

        On August 12, 2019, the Company executed a confidentiality agreement with Party A that contained a standstill provision that would automatically terminate upon, among other things, the entry by the Company into a binding definitive agreement with any third party providing for a sale of the Company.

        On August 21, 2019, management met with representatives of Party A to discuss the Company's business.

        On September 12, 2019, Party A called to inform Mr. Anthony Ibarguen, the Company's Chief Executive Officer and President, that it was interested in pursuing a non-binding proposal to acquire all of the Company's outstanding ordinary shares for $24.00 per share in cash.

        On September 13, 2019, Party A called to inform Mr. Ibarguen that it would need two to three weeks to conduct additional diligence, after which it would seek exclusivity to perform additional confirmatory due diligence and negotiate the terms and conditions of a potential acquisition of the Company.

        On September 19, 2019, the board of directors held a meeting, in which members of management and representatives of Goodwin Procter LLP, AquaVenture's outside legal counsel ("Goodwin"), participated. During this meeting, management informed the board of directors of Party A's interest in pursuing a potential acquisition of the Company, including the proposed $24.00 per share cash price, its need of two to three weeks to conduct additional diligence and its desire for exclusivity during which it would conduct further confirmatory due diligence and negotiate the terms and conditions of a potential acquisition. Counsel discussed the need for confidentiality and the directors' fiduciary duties. Management also updated the directors on the status of various matters relating to the Company and its business, and reviewed the other parties that had over time inquired about entering into discussions regarding a potential acquisition of the Company or either its Seven Seas Water or Quench business. The board of directors authorized management to advise Party A that $24.00 per share was not sufficient to provide exclusivity and to provide Party A with certain limited additional information to enable Party A to increase its proposed valuation. The board of directors also authorized management to contact third parties who had previously approached the Company to express an interest in discussing a potential acquisition of the Company or either its Seven Seas Water or Quench business about their potential interest in acquiring the entire company.

        From the last week of September through early October 2019, as authorized by the board of directors, management contacted third parties who had previously approached the Company to express an interest in discussing a potential acquisition of the Company or either its Seven Seas Water or Quench business. Also during this period, as instructed by the board of directors, the Company negotiated confidentiality agreements with the third parties that had expressed an interest in receiving further information about the Company. The Company entered into confidentiality agreements with eight potentially interested parties. Confidentiality agreements with two other parties, including Party

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A, were already in existence. Each of the confidentiality agreements contained a standstill provision that would terminate upon, among other things, the entry by AquaVenture into a binding definitive agreement with any third party providing for a sale of the Company.

        On September 30, 2019, the board of directors held a meeting in which members of management also participated. During this meeting, the board of directors discussed AquaVenture's business and general market conditions, including the trends in the industry. The Board also discussed the status of Party A's interest as well as the initial interest of the additional parties contacted by management since the September 19th board of directors meeting. Following discussion, the board of directors determined that Party A's proposal was still not sufficiently attractive from a financial point of view to sell the Company, but that the possibility of improving the economic terms of Party A's proposal, together with information from the recent discussions with the other parties that had been contacted, warranted continued additional discussions with the additional parties to learn more about the potential value of the Company to be realized in such a strategic transaction.

        Also at the September 30th meeting, the board of directors discussed the potential that the Company might receive proposals from financial sponsors, including Party A, and the potential that certain shareholders with representatives on the board of directors may have interests that differ from AquaVenture's other shareholders. As a result, the board of directors determined that it would be advisable to form a special committee of independent and disinterested directors to evaluate any such offers and to consider the Company's strategic alternatives to remaining an independent public company. Following this discussion, the board of directors established a special committee (the "special committee") that was authorized to consider and evaluate any proposals that might be received by the Company regarding a potential strategic transaction, participate in and direct the negotiation of the material terms and conditions of any such transaction and recommend to the board of directors the advisability of entering into any such transaction or pursuing another strategic alternative. The special committee consisted of Hugh Evans (who was designated as the Chair), Debra Coy, Paul Hanrahan, Richard F. Reilly and Timothy J. Whall. Throughout the special committee's evaluation of a potential sale of the Company, the special committee conducted formal meetings, to which other directors were invited to attend, and had regular discussions with the Company's management and advisors and among themselves. The special committee on a number of occasions also met in executive session with only the independent directors and at times counsel present. In addition, Hugh Evans, Chair of the special committee, would receive updates from the Company's management, financial advisors and outside counsel. Also at that meeting, the board of directors authorized the special committee to cause the Company to engage a financial advisor.

        On October 2, 3 and 4, 2019, the special committee held meetings to consider the qualifications and formal engagement of a financial advisor. At the October 4th meeting, the special committee authorized the engagement of both Citi and UBS as its financial advisors and directed management, with the involvement of Goodwin and Mr. Evans, to negotiate appropriate engagement letters with Citi and UBS consistent with terms discussed with the special committee.

        Throughout early and mid-October, AquaVenture management, Citi and UBS held discussions with nine third parties. During this period, the Company also provided Party A and the seven other interested parties that had entered into confidentiality agreements access to a limited amount of additional information about the Company and its businesses in an effort to enable them to provide the Company with indications of the values at which they may be interested in pursuing a transaction with the Company (the ninth third party with whom preliminary discussions had been held decided not to proceed further prior to receiving a confidentiality agreement).

        On October 8, 2019, Party A reiterated its non-binding proposal of $24.00 per share in cash.

        On October 14, 2019, AquaVenture entered into engagement letters with each of Citi and UBS consistent with terms discussed with the special committee.

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        On October 14, 2019, a bid process letter was distributed by Citi and UBS to eight interested parties (consisting of four strategic parties, including Culligan, and four financial sponsors). The process letter requested that the interested parties submit preliminary indications of interest by October 23, 2019 regarding a potential acquisition of 100% of the outstanding ordinary shares of AquaVenture in a single transaction.

        On October 15, 2019, the special committee held a meeting, in which other directors, members of management and representatives of Citi, UBS and Goodwin participated. During this meeting, the special committee was provided an update regarding the parties that had entered into confidentiality agreements, the continuing discussions with Party A and the distribution of the bid process letter.

        Before October 23, 2019, eight interested parties attended meetings or teleconferences with AquaVenture management to discuss AquaVenture's business.

        On October 23, 2019, AquaVenture's financial advisors received eight preliminary indications of interest: five parties (Party A, Culligan, and three other financial sponsors referred to as Party B, Party C and Party D) submitted indications of interest to acquire AquaVenture as a whole, and three strategic companies (Party E, Party F and Party G) submitted indications of interest to acquire the Quench business only. Two of the parties that submitted indications of interest to acquire AquaVenture as a whole also separately informed the financial advisors that they were primarily interested in the Seven Seas Water business.

        On October 25, 2019, the special committee held a meeting in which other directors, members of management and representatives of Citi, UBS and Goodwin also participated. Representatives of Citi and UBS updated the special committee on their recent activities on behalf of the Company and noted that they had engaged with nine interested parties, which included both strategic and financial parties. They discussed the parties they had contacted, the interested parties and the management meetings that had been held to date. They then further detailed the eight preliminary indications of interest they had received and discussed for each the key assumptions, expected sources of financing, implied enterprise value (or value of the Quench business for the parties that submitted indications of interest with respect to the Quench business only), implied premia and implied valuation multiples, proposed timing to signing, key due diligence areas, key approvals needed and form of consideration. The following summarizes the preliminary indications of interest that were received:

    Party A proposed to acquire 100% of the issued and outstanding ordinary shares of AquaVenture for $24.00 per share;

    Culligan proposed to purchase 100% of the issued and outstanding ordinary shares of AquaVenture for a range of $25.50 to $27.00 per share;

    Party B proposed to purchase 100% of the issued and outstanding ordinary shares of AquaVenture for a range of $21.31 to $22.28 per share;

    Party C proposed to purchase 100% of the issued and outstanding ordinary shares of AquaVenture for $23.00 per share;

    Party D proposed to purchase 100% of the issued and outstanding ordinary shares of AquaVenture for $20.00 per share;

    Party E proposed to purchase the Quench business for $550.0 million, subject to certain adjustments;

    Party F proposed to purchase the Quench business for $375.0 million; and

    Party G proposed to purchase the Quench business for a range of $500.0 to $550.0 million.

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Party C and Party D also had separately informed the financial advisors that they would also be interested in acquiring the Seven Seas Water business only for $600.0 million and $430.0 million, respectively.

        At the October 25th meeting, the special committee engaged in discussion with representatives of each of Citi and UBS regarding the financial aspects of each of the preliminary indications of interest. Representatives of Goodwin discussed the directors' fiduciary duties. Representatives of Citi and the special committee noted that Party C and Party D had indicated that they were principally interested in only the Company's Seven Seas Water business, and that the Company had received three proposals specifically for only the Quench business. In light of the interest of various parties in acquiring the separate businesses and the potential to realize a higher value for shareholders from such transactions, the special committee discussed whether it would be appropriate at some point to specifically permit parties to bid for only the Seven Seas Water or Quench business. The special committee, however, was of the view that a sale of the entire Company was preferable given the added complexities, costs and execution risks associated with concurrent separate sales of both the Seven Seas Water and Quench businesses. The special committee concluded that selling only one of the two businesses was not an attractive alternative, expressing the concern that doing so would leave a smaller publicly traded company that would have to bear the full public company costs and may not be attractive to investors. The special committee also discussed pairing, at an appropriate time, parties who were interested in acquiring only one of the businesses with those interested in acquiring the other business. After discussion, the special committee determined that the preliminary indications of interest received from Culligan, Party C, Party E and Party G were sufficiently attractive from a financial point of view to warrant continued discussions with those parties. The special committee also decided to provide additional information and access to management to those parties and to request that they submit more refined indications of interest, including specific proposed prices, for the acquisition of the entire company. The special committee agreed to hold another meeting on the next day to further discuss how to move forward before finalizing its directions to management and its advisors.

        On October 26, 2019, the special committee held a meeting in which other directors and management also participated. The special committee further discussed the information received in the prior meeting regarding the preliminary indications of interest. The special committee determined to proceed further with Culligan, Party C, Party E and Party G and instructed Citi and UBS to communicate such information to the interested parties.

        From October 26, 2019 through December 22, 2019, the parties that remained in the process were provided access to additional diligence materials.

        Between October 26 and 30, 2019, representatives of Citi informed Party A, Party B, Party D and Party F that they would no longer be invited to continue in the process without an increased offer price. Each of these parties informed Citi that it would no longer be participating in the process.

        On November 3, 2019, the special committee held a meeting in which other directors, members of management and representatives of Citi, UBS and Goodwin also participated. Representatives of Citi and UBS updated the special committee on their recent activities on behalf of the Company, their discussions with the parties who were no longer participating in the process, and the parties that remained in the process, including a discussion of the due diligence activities and management's participation in those activities. The special committee again discussed whether it would be appropriate at some point to specifically permit parties to submit proposals to acquire only the Seven Seas Water or Quench business, particularly in light of Party C's indication in conversations with representatives of Citi that it was primarily interested in the Seven Seas Water business and the proposals by Party E and Party G to acquire only the Quench business. The special committee also discussed the transaction process, including the processes for obtaining revised indications of interest and for implementing a transaction after signing.

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        Between November 8 and 19, 2019, the remaining interested parties attended meetings and teleconferences with management to discuss AquaVenture's businesses and to continue their diligence on the Company. Representatives of Citi, UBS or both participated in these meetings and teleconferences.

        On November 14, 2019, a representative from Citi spoke with a representative from Culligan and indicated that Culligan would need to provide a specific price instead of a price range in order for AquaVenture to further consider a potential combination with Culligan.

        Between November 14 and 16, 2019, representatives of Citi also contacted each of Party C, Party E and Party G and indicated that each such party needed to increase its price from the price stated in its respective preliminary indication of interest.

        On November 11, 2019, a financial sponsor, referred to as Party H, submitted to Citi an unsolicited non-binding proposal to acquire the Seven Seas Water business for $650.0 million in cash. After discussions with AquaVenture management in which Party H confirmed that it was prepared to move expeditiously to complete due diligence and negotiate and enter into a definitive transaction agreement, Party H was invited to participate in the process. On November 12, 2019, Party H executed a confidentiality agreement with AquaVenture that contained a standstill provision that would terminate upon, among other things, the entry by AquaVenture into a binding definitive agreement with any third party providing for a sale of the Company.

        On November 14, 2019, at the direction of the special committee and following review and comment by management and AquaVenture's advisors, bid process letters were sent by representatives of Citi and UBS to Culligan, Party C, Party E, Party G and Party H, in each case requesting that the party submit a revised indication of interest by November 20, 2019. The process letter sent to Culligan requested a revised indication of interest regarding a potential acquisition of 100% of the outstanding ordinary shares of AquaVenture in a single transaction. The process letters sent to Party C, Party E, Party G and Party H invited indications of interest in either the Seven Seas Water or Quench business that might be used to facilitate a potential partnership between parties that expressed interest in the separate businesses. The purpose of such partnership would be to allow the parties to enter into such arrangements as are necessary to enable them to submit a proposal to acquire 100% of the Company's outstanding ordinary shares in a single transaction.

        On November 18, 2019, Party C submitted a revised proposal that contemplated an acquisition of the Seven Seas Water business for a purchase price of $525.0 million. The proposal contemplated that Party C would finance the purchase price through a combination of equity and debt financing. Party C's proposal sought an agreement from the Company to negotiate exclusively with Party C through December 19, 2019.

        On November 20, 2019, the special committee held a meeting in preparation for the anticipated receipt of revised indications of interest later that day. Other directors, management and representatives of Citi, UBS and Goodwin also participated in the meeting. Representatives of Citi and UBS updated the special committee with respect to the activities undertaken with each of the parties that were expected to submit revised proposals. The special committee reviewed the prior proposals made by each of Culligan, Party C, Party E and Party G, and discussed the revised proposal received from Party C on November 18, as well as the initial proposal received from Party H on November 11. The special committee also discussed various structuring considerations relating to separate concurrent sales of the Seven Seas Water and Quench businesses, including the additional complexity and execution risk and financial considerations related to conditioning the closing of each sale on the other, potential costs to be borne by the Company, tax structuring considerations and the additional complexities of liquidating and winding down the Company following such sales. In addition, the special committee discussed and considered the Company's stand-alone business plan and prospects, including the methodology used to create the financial projections, the assumptions underlying the financial

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projections and the perceived challenges and risks associated with the Company's ability to meet the financial projections, including, among other things, the challenges of making acquisitions at attractive prices and generating organic growth in the Company's businesses. Following discussion, the special committee approved the financial projections provided by management, including the methodology and assumptions, for use by Citi and UBS in their respective analyses. See the section entitled "—Projected Financial Information" for further information regarding the "financial projections."

        Later on November 20, 2019, AquaVenture received a revised indication of interest from Culligan, proposing to acquire 100% of AquaVenture's issued and outstanding ordinary shares for $26.25 per share, and providing that Culligan would be prepared to complete due diligence within approximately two weeks. Culligan's proposal provided for the merger consideration to be funded with the proceeds from a combination of debt financing from various lenders and equity financing from Culligan's principal equity investors.

        Also on November 20th, proposals for the separate acquisitions of the Seven Seas Water and Quench businesses were received. Party H re-submitted its November 11 proposal to acquire the Seven Seas Water business for $650.0 million, which was to be financed with equity financing only. Party H indicated that it would be prepared to complete due diligence within approximately six weeks. Party E submitted a revised proposal to acquire the Quench business for $550.0 million, which was to be financed with existing cash and credit facilities. Party G submitted a revised proposal to acquire the Quench business for a purchase price in the range of $550.0 million to $570.0 million, which was to be financed with debt and equity financing. Party G indicated to Citi that it would be prepared to complete due diligence within approximately four weeks.

        On November 22, 2019, the special committee held a meeting in which other directors, members of management and representatives of Citi, UBS and Goodwin also participated. Representatives of Citi and UBS updated the special committee with respect to the revised proposals submitted by each of the remaining interested parties. The special committee also discussed differences in the nature of the parties and their proposals, including that certain of the parties needed third party debt financing. The special committee engaged in a discussion with representatives of Citi and UBS concerning the implied valuations contained in current proposals for the whole company. Representatives of Citi and UBS noted that Culligan indicated it could act quickly to execute a transaction to acquire the whole Company, thereby minimizing the complexity, execution risk and financial considerations discussed by the special committee at its prior meetings, and only had confirmatory due diligence remaining, whereas other parties required additional time to finalize their financing arrangements and complete further due diligence.

        At the November 22nd special committee meeting, representatives of Citi and UBS also provided an overview of the formal proposals received from Party C and Party H for the Seven Seas Water business. The special committee engaged in a discussion with the representatives of Citi and UBS about the implied valuations contained in current proposals for the Seven Seas Water business, the certainty to closing, the proposed financing arrangements and the ongoing discussions with Party C and Party H. Representatives of Citi and UBS then provided an overview of the formal proposals received from Party E and Party G for the Quench business. The special committee engaged in a discussion with representatives of Citi and UBS about the implied valuations contained in the current proposals for the Quench business, the certainty to closing, the proposed financing arrangements and the ongoing discussions with Party E and Party G. After discussion, the special committee determined that the proposal made by Party C was not sufficiently attractive from a financial point of view to warrant continued engagement with Party C. The special committee concluded that the Company should continue to engage with Culligan, Party E, Party G and Party H, and directed Citi to indicate to these parties that AquaVenture expected to see higher prices in final proposals to be submitted with a markup of an acquisition agreement.

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        Following the November 22nd special committee meeting, representatives of Citi and UBS informed a representative of Party C that the special committee had determined they would not move forward with their proposal.

        On November 26, 2019, the special committee held a meeting in which other directors, members of management and representatives of Citi, UBS and Goodwin also participated. Representatives of Citi and UBS provided an update with respect to the activities undertaken with each of the parties that submitted revised proposals before the November 20th bid deadline. The special committee also discussed the proposed timing for the submission of best and final proposals by the parties with whom the Company continued to discuss a potential strategic transaction. At this meeting, representatives of Citi and UBS also discussed with the special committee their separate preliminary financial analyses of the Company and each of the proposals made by these parties. Goodwin also discussed with the special committee certain matters relating to the proposed definitive acquisition agreement forms to be provided to the remaining interested parties.

        On November 26, 2019, a representative of Party E informed Citi that Party E would no longer participate in the process, indicating that it would require significant time to perform additional due diligence and confirm its proposed price.

        On December 3, 2019, a draft of a merger agreement for the acquisition of the entire Company was delivered to Culligan and a draft of a share purchase agreement regarding the potential separate but concurrent sales of the Seven Seas Water and Quench businesses was delivered to Party G and Party H. The share purchase agreement provided that the closings of the sales of the Seven Seas Water and Quench businesses were conditioned on each other.

        On December 6, 2019, at the direction of the special committee and following review and comment by management and AquaVenture's advisors, final bid process letters were sent by representatives of Citi and UBS to Culligan, Party G and Party H, together with a draft of an equity commitment letter in the case of those parties who required equity financing. The process letters sent to Party G and Party H requested that they each submit a final proposal by December 16, 2019, with comments to the draft share purchase agreement and equity commitment letter to be submitted by December 10, 2019. The process letters to Party G and Party H indicated that a definitive final proposal should assume that the Seven Seas Water business and Quench business, as applicable, would be sold concurrently on a cash-free, debt-free basis with no post-closing adjustments to the purchase price and no post-closing indemnification for breaches of Company representations and warranties. The process letter sent to Culligan requested that it submit its final proposal by December 18, 2019, with comments to the draft merger agreement and equity commitment letter to be submitted by December 10, 2019. Further, the parties were instructed that their definitive proposals must include, in addition to the proposed purchase price, a description of all material assumptions on which the proposal was based and sources and certainty of financing.

        During late November and December 2019, the Company provided the remaining interested parties access to additional non-public information about the Company and its businesses and to Company management. During this period, each of Culligan, Party G and Party H continued to conduct their due diligence investigations of the Company, and representatives of the Company, Citi and UBS met with each party to discuss certain diligence matters.

        On December 10, 2019, Culligan submitted its initial comments on a draft of the merger agreement and Party H submitted its initial comments on a draft of the share purchase agreement. The material changes to the draft merger agreement proposed by Culligan included, among other things, (1) the request by Culligan for voting agreements by certain shareholders, (2) exceptions to the definition of "Material Adverse Effect," which generally defines the standard for closing risk, (3) the efforts covenant relating to antitrust approvals, (4) the Company's ability to provide due diligence to, and negotiate a merger agreement with, a party making an unsolicited acquisition proposal that

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constitutes or would reasonably be expected to lead to a superior proposal, (5) the Company's ability to accept a superior proposal after providing the buyer with a right to match such proposal and the amount of the associated termination fee payable by the Company, (6) provisions relating to Culligan's equity and debt financing and (7) the parties' respective remedies for pre-closing breach. The material changes to the draft share purchase agreement proposed by Party H included, among other things, (1) exceptions to the definition of "Material Adverse Effect," (2) the efforts covenant relating to antitrust approvals, (3) the Company's ability to provide due diligence to, and negotiate an alternative acquisition agreement with, a party making an unsolicited acquisition proposal that constitutes or would reasonably be expected to lead to a superior proposal, (4) the Company's ability to accept a superior proposal after providing the buyer with a right to match such proposal and the amount of the associated termination fee payable by the Company, (5) provisions relating to Party H's equity financing, (6) the provisions providing that the sale of the Seven Seas Water business is conditioned on the sale of the Quench business, (7) expansion of the scope of the proposed Company representations and warranties, (8) the requirement for representation and warranty insurance to protect Party H from any breaches in the Company representations and warranties and (9) the parties' respective remedies for pre-closing breach.

        Over the course of the next week, each of Culligan and Party H, and the Company and their respective advisors continued to address due diligence matters and began negotiating the merger agreement and the share purchase agreement, as applicable. In addition, representatives of the Company, Goodwin, Citi and UBS regularly discussed the status of negotiations and the status of the draft merger agreement and share purchase agreement.

        On December 15, 2019, Party G provided the Company with an extensive list of preliminary issues with the share purchase agreement, including issues relating to proposed purchase price adjustments, working capital matters, financing, indemnification, transaction expenses and termination fees, as well as an extensive list of additional diligence matters.

        On December 16, 2019, the Company received final proposals from Party G and Party H. Party G submitted a revised final proposal to acquire the Quench business for a purchase price of $550.0 million, which was to be financed with debt and equity financing. Party H submitted a revised final proposal to acquire the Seven Seas Water business for a purchase price of $615.0 million (subject to adjustments), which was to be financed with equity financing only. Both Party G and Party H indicated that their respective proposals remained subject to confirmatory due diligence.

        On December 18, 2019, the Company received a revised final proposal from Culligan, proposing to purchase 100% of AquaVenture's issued and outstanding ordinary shares for $26.90 per share, and stating that Culligan's due diligence was substantially complete and that it was prepared to execute a definitive transaction agreement subject to negotiation of final terms based on its markup of the merger agreement. Culligan's proposal included its debt financing commitment letters and markups of the draft merger agreement and equity commitment letter.

        On December 19, 2019, the special committee held a meeting in which other directors, members of management and representatives of Citi, UBS and Goodwin also participated. The representatives of Citi and UBS discussed in detail financial considerations relevant to a contemplated transaction with each of Culligan, Party G and Party H based on the parties' respective final proposals. Representatives of Citi and UBS discussed with the special committee their respective preliminary financial analyses of AquaVenture, the Seven Seas Water business and the Quench business. Representatives of Citi and UBS also addressed the potential impacts of Party H's proposed purchase price adjustments, certain additional transaction expenses and costs associated with separate sales of the Seven Seas Water and Quench businesses followed by the liquidation of the Company, and the potential resulting net proceeds from such transactions compared to the proposed merger with Culligan, based on estimated

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transaction expenses and costs and estimated liquidation expenses, in each case, as provided by management.

        Also at the December 19th special committee meeting, representatives of Goodwin reviewed the board's fiduciary duties, discussed in detail the transaction terms proposed by each of Culligan, Party G and Party H and provided an update on the progress of negotiations with each party's representatives. The presentation by Goodwin representatives in respect of the transaction terms focused on, among other topics, potential execution risks associated with the merger versus the separate sales of the Seven Seas Water and Quench businesses and how those risks had been addressed in the merger agreement and the share purchase agreements, fiduciary protections and termination rights afforded to the parties and remedies for pre-closing breaches, including in the event that a party's financing became unavailable following announcement of a transaction. Following discussion, the special committee determined that, in light of all the considerations discussed by the special committee, including those relating to the proposals from Party G and Party H as well as those relating to the Company remaining as an independent and standalone business, Culligan's proposal provided the best value and least execution risk for the Company's shareholders. The special committee then discussed strategies for seeking any further price increase from Culligan and directed representatives of Citi and UBS to negotiate for a best and final price from Culligan with an objective of entering into and announcing a definitive transaction no later than December 23, 2019.

        On December 20, 2019, the special committee held a meeting in which other directors, members of management and representatives of Citi, UBS and Goodwin also participated. At this meeting, the special committee received an update of the discussions and negotiations between representatives of Culligan and the Company's legal and financial advisors. The special committee also discussed the Company's business, including the opportunities and challenges associated with implementing its standalone long-term strategic plans, and the potential for achieving valuations as a standalone public company comparable to the valuation proposed by Culligan.

        Later on December 20th, representatives from Citi spoke to a representative of Culligan regarding Culligan's offer price. The Culligan representative stated that Culligan would raise its offer to $27.10 per share, its best and final proposal, subject to certain final transaction terms being negotiated. In addition, representatives of Weil, Gotshal & Manges LLP ("Weil"), outside legal counsel to Culligan, and representatives of Goodwin continued negotiating the open issues with respect to the draft merger agreement and other transaction documents. Among other things, these items included: (1) exceptions to the definition of "Material Adverse Effect," (2) the Company's ability to provide due diligence to, and negotiate a merger agreement with, a party making an unsolicited acquisition proposal that constitutes or would reasonably be expected to lead to a superior proposal, (3) the Company's ability to accept a superior proposal after providing Culligan with a right to match such proposal and the amount of the associated termination fee payable by the Company, (4) Culligan's request that AquaVenture provide reasonable assistance, if requested, to Culligan's efforts to sell the Seven Seas Water business, (5) provisions relating to Culligan's equity and debt financing and (6) the parties' respective remedies for pre-closing breach.

        On December 21, 2019, the special committee held a meeting. Before representatives of each of Citi and UBS joined the meeting, representatives of Goodwin discussed with the special committee letters provided by each of Citi and UBS that summarized the nature of Citi's and UBS' respective relationships with Culligan, Party G and Party H. The special committee, after discussion with representatives of Goodwin, concluded that none of the relationships disclosed would interfere with either Citi's or UBS' continued ability to provide financial advisory services to AquaVenture. Representatives of Citi and UBS then joined the meeting. The special committee was then provided an update regarding the status of discussions with Culligan and, specifically, that Culligan had proposed a best and final price of $27.10 per share, subject to reaching agreement on the open issues in the merger agreement. Thereafter, Goodwin again discussed with the special committee the fiduciary duties

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of directors in connection with evaluating the Company's strategic alternatives. Thereafter, representatives of Goodwin reviewed the key terms of the proposed merger agreement relating to deal certainty and the parties' required efforts to obtain applicable regulatory approvals, including certain open issues between the parties, including the size of the termination fee payable by the Company in connection with accepting a superior proposal from a third party, the size of the termination fee payable by Culligan and provisions relating to Culligan's equity and debt financing and any pre-closing breach. Representatives of Citi then discussed with the special committee matters relating to, among other things, the price per share proposed by Culligan compared to (1) certain precedent transactions based upon relevant valuation metrics and delivered a presentation to the special committee regarding preliminary financial analyses with respect to the Company based on the financial projections, and (2) the estimated proceeds available for distribution to AquaVenture's shareholders from the potential separate concurrent sales of the Seven Seas Water and the Quench businesses followed by the liquidation of the Company based on the final proposals from Party G and Party H.

        During the rest of the weekend of December 21, 2019 through December 22, 2019, representatives of AquaVenture, Culligan, Weil and Goodwin, and various combinations of these parties, held several negotiating calls to finalize the terms of the proposed transaction and resolve outstanding issues. The topics discussed over this weekend included, among other things: (1) the operation of the Company during the period between signing and closing, (2) the standard of the bring-down of certain representations and warranties, (3) termination fees and remedies for pre-closing breach, (4) provisions relating to Culligan's equity and debt financing and (5) employee compensation and severance.

        During the afternoon of December 22, 2019, Goodwin circulated a revised draft of the merger agreement to the board of directors, AquaVenture management, Citi and UBS, which also included an update to previous drafts received and reviewed by the board of directors and the special committee.

        Later that day, the board of directors and special committee conducted a joint meeting in which members of AquaVenture management and representatives of Citi, UBS and Goodwin also participated. Representatives of Goodwin provided an overview of the negotiation process since the last special committee meeting and discussed changes made to the draft of the merger agreement since the last special committee meeting. During these discussions, the directors asked questions relating to specific terms in the merger agreement, including interim operating covenants, the treatment of employees, termination provisions and remedies for pre-closing breach, representations and warranties and conditions to closing. Representatives of Goodwin again led a discussion concerning the board's fiduciary duties. Representatives of Citi and UBS then reviewed with the board of directors their respective firm's financial analyses of the merger consideration provided for in the merger agreement and each delivered to the special committee their respective firm's oral opinion, which was subsequently confirmed by delivery of a written opinion, to the effect that, as of the date of the written opinion and based upon and subject to the factors and assumptions set forth in its written opinion, the $27.10 in cash per share to be paid to the holders of ordinary shares pursuant to the merger agreement was fair, from a financial point of view, to such holders. For a detailed discussion of Citi's and UBS' opinions, please see the headings titled "—Opinion of Citigroup Global Markets Inc." and "—Opinion of UBS Securities LLC." After discussion, the special committee recommended to the board of directors that it approve the merger agreement and the transactions contemplated thereby. After further discussion, the board of directors, upon the recommendation of the special committee, approved the merger and the merger agreement.

        Early in the morning on December 23, 2019, the parties executed the transaction documents and prior to the opening of the U.S. stock markets issued a joint press release announcing the transaction.

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Reasons for the Merger

        During the course of its deliberations regarding the merger, the board of directors and the special committee held numerous meetings and consulted with our senior management, financial advisors and outside legal counsel, and reviewed, evaluated and considered numerous factors and a significant amount of information and data, including:

    information concerning our business, financial performance (both historical and projected) and our financial condition, results of operations (both historical and projected), and business and strategic objectives, as well as the risks of accomplishing those objectives;

    the possible alternatives to the merger (including the option of continuing to operate our company independently on a stand-alone basis and pursuing separate dispositions of our Seven Seas Water and Quench businesses), the timing and likelihood of accomplishing the business plans and strategic objectives of those alternatives and the potential benefits and risks of those alternatives;

    the results of our discussions with certain third parties who expressed interest in a potential strategic transaction with us and our ability under the terms of the merger agreement to negotiate with third parties concerning certain unsolicited alternative acquisition proposals thereafter; and

    the other terms of the merger agreement, including the parties' representations, warranties and covenants, the conditions to their respective obligations and the termination rights of the parties.

        In reaching its decision to approve the merger agreement and the merger, and to recommend that AquaVenture shareholders adopt the merger agreement, the board of directors and the special committee considered the following positive reasons to support the merger agreement and the merger:

    the fact that the price of $27.10 per share in cash payable in the merger provides certainty, immediate value and liquidity to AquaVenture shareholders;

    the fact that the price of $27.10 per share to be received by AquaVenture shareholders in the merger represents:

    a 25% premium to the closing price of $21.76 on December 20, 2019, the last trading day before public announcement of the merger agreement;

    a 25% premium to the 30-day trailing volume-weighted average price of $21.67 for the period ended on December 20, 2019;

    a 34% premium to the 90-day trailing volume-weighted average price of $20.19 for the period ended on December 20, 2019;

    a 17% premium to the 52-week high closing price of $23.22 as of December 20, 2019; and

    a 65% premium to the 52-week low closing price of $16.38 as of December 20, 2019;

    the financial presentation and oral opinion rendered by Citi to the special committee, and subsequently confirmed by delivery of a written opinion of Citi that, as of December 23, 2019, and on the basis of and subject to the various factors, assumptions and limitations set forth in such written opinion, the per share merger consideration was fair, from a financial point of view, to the holders of our ordinary shares (other than Culligan and its affiliates), which is described below under the heading "—Opinion of Citigroup Global Markets Inc.;"

    the analyses and presentation prepared by UBS, and its written opinion dated as of December 23, 2019, to the effect that, as of that date and based upon and subject to various assumptions, matters considered and limitations described in its written opinion, the merger

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      consideration provided for in the merger was fair, from a financial point of view, to the holders of ordinary shares, which is described below under the heading "—Opinion of UBS Securities LLC;"

    the belief of the board of directors and special committee that the consideration of $27.10 per share to be received by AquaVenture shareholders in the merger provides greater certainty of shareholder value and less risk to shareholders relative to the potential trading price of our shares over the long-term after accounting for the risks to our business resulting from operational execution risk, developing industry dynamics, competition and our progress to date;

    the belief of the board of directors and special committee that the consideration of $27.10 per share to be received by AquaVenture shareholders in the merger provides greater certainty of shareholder value and less risk to shareholders relative to the potential separate sales of our Seven Seas Water and Quench businesses;

    the likelihood that the proposed acquisition would be consummated in light of the conditions to closing set forth in the merger agreement and the committed financing of Culligan;

    the ability of the board of directors and special committee to furnish information to, and conduct negotiations with, third parties in certain circumstances, and to terminate the merger agreement to accept a superior proposal from a third party upon our payment to Parent of an approximately $34 million termination fee (which the special committee and the board of directors believed was reasonable under the circumstances);

    the other terms and conditions of the merger agreement, including, among other things, (1) the size of the termination fee and the circumstances under which the fee may be payable, (2) the limited number and nature of the conditions to the obligations of Parent and Merger Sub to complete the merger, including the absence of a financing condition and (3) the definition of "Material Adverse Effect" and the exceptions for what constitutes a material adverse effect for purposes of the merger agreement;

    the commitments of the Lenders to provide $500.0 million in debt financing for the merger, which may consist of a senior secured cash flow revolver, a senior secured term loan facility and/or senior unsecured notes, in each case, on customary terms and conditions;

    the requirement that, in the event of a failure to complete the merger under certain circumstances, Parent is obligated to pay us the parent termination fee of approximately $54.6 million;

    the commitment of the Investors to capitalize Parent, at or prior to the effective time, with an aggregate equity contribution in an amount of $656.8 million to fund the payment of the merger consideration and the commitment of the Investors to fund payment of the $54.6 million parent termination fee and certain other expense and indemnification obligations under the merger agreement;

    representations by Parent and Merger Sub in the merger agreement that, assuming the accuracy of the Company's representations in the merger agreement, the aggregate proceeds represented by the financing commitments will be sufficient for Parent and Merger Sub to pay all amounts required to be paid in connection with the merger;

    our entitlement to specific performance under certain circumstances to cause the equity financing to be funded; and

    the likelihood that the proposed acquisition would be consummated, in light of the experience, reputation and financial capabilities of Culligan, Advent and the Lenders.

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        In the course of its deliberations, the board of directors and the special committee also considered, among other things, the following negative factors:

    the fact that AquaVenture shareholders will not participate in any future growth potential or benefit from any future increase in the value of our company (whether through organic growth, extraordinary events, acquisitions or otherwise);

    the possibility that the merger will not be consummated and the potential negative effects on our business, operations, financial results and stock price;

    the fact that completion of the merger will require antitrust clearance in the United States;

    the potential negative effects of the public announcement of the merger on our operating results and stock price, our ability to retain key management and other personnel and our relationships with customers and suppliers;

    the restrictions on the conduct of our business prior to the consummation of the merger, requiring us to conduct our business in the ordinary course and preventing us from taking certain specified actions, subject to specific limitations, all of which may delay or prevent us from undertaking business opportunities pending completion of the merger;

    the risk of diverting management's focus and resources from other strategic opportunities and from operational matters while working to implement the merger;

    the conditions to the obligations of Parent and Merger Sub to complete the merger and the right of Parent to terminate the merger agreement under certain circumstances;

    the possibility that we may be obligated to pay Parent a termination fee if Parent terminates the merger agreement following an adverse recommendation change;

    the fact that the approximately $54.6 million parent termination fee payable by Parent is available in only certain instances in which the merger agreement is terminated;

    the fact that Parent requires significant third-party debt financing for the transaction and in the event that the Lenders do not provide the debt financing under the debt commitment letter, Parent will not be able to satisfy its obligations to complete the merger and in such circumstances we may only be entitled to receive the parent termination fee as provided under the merger agreement;

    the fact that the merger consideration consists of cash and will therefore be taxable to AquaVenture shareholders who are subject to taxation for U.S. federal income tax purposes; and

    the interests that certain of our directors and executive officers may have with respect to the merger, in addition to their interests as AquaVenture shareholders generally, as described in the section entitled "—Interests of the Company's Directors and Executive Officers in the Merger."

        The preceding discussion of the information and factors considered by the board of directors and special committee is not, and is not intended to be, exhaustive. In light of the variety of factors considered in connection with their evaluation of the merger and the complexity of these matters, the board of directors and special committee did not find it practicable to, and did not, quantify or otherwise attempt to rank or assign relative weights to the various factors considered in reaching their determination. In considering the factors described above and any other factors, individual members of the board of directors and special committee may have viewed factors differently or given different weight, merit or consideration to different factors. In addition, the board of directors and special committee did not undertake to make any specific determination as to whether any particular factor, or any aspect of any particular factor, was favorable or unfavorable to the ultimate determination of the board of directors and special committee, but rather the board of directors and special committee

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conducted an overall analysis of the factors described above, including discussions with and questioning of our senior management, legal counsel and financial advisors.

Recommendation of the Company's Board of Directors

        After careful consideration, and acting upon the recommendation of the special committee, the board of directors has unanimously approved the merger agreement and determined that the merger agreement is advisable and in the best interests of AquaVenture and its shareholders. The board of directors unanimously recommends that shareholders vote "FOR" the proposal to adopt the merger agreement.

Opinion of Citigroup Global Markets Inc.

        The special committee retained Citi as a financial advisor in connection with a possible transaction involving AquaVenture. In connection with Citi's engagement, the special committee requested that Citi evaluate the fairness, from a financial point of view, to the holders of AquaVenture ordinary shares (other than Culligan and its affiliates) of the merger consideration to be received in the proposed merger by such holders pursuant to the terms and subject to the conditions set forth in the merger agreement. On December 22, 2019, at a meeting of the special committee held to evaluate the proposed merger, Citi rendered to the special committee an oral opinion, subsequently confirmed by delivery of a written opinion, dated December 23, 2019, to the effect that, as of the date of Citi's written opinion and based on and subject to various assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken by Citi as set forth in its written opinion, the merger consideration was fair, from a financial point of view, to the holders of AquaVenture ordinary shares (other than Culligan and its affiliates).

        The full text of Citi's written opinion, dated December 23, 2019, to the special committee, which sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken by Citi in rendering its opinion, is attached to this proxy statement as Annex B and is incorporated herein by reference in its entirety. The summary of Citi's opinion set forth below is qualified in its entirety by reference to the full text of Citi's opinion. Citi's opinion was rendered to the special committee (in its capacity as such) in connection with its evaluation of the proposed merger and was limited to the fairness, from a financial point of view, as of the date of the opinion, to the holders of AquaVenture ordinary shares (other than Culligan and its affiliates) of the merger consideration. Citi's opinion did not address any other terms, aspects or implications of the proposed merger or the merger agreement. Citi's opinion did not address the underlying business decision of AquaVenture to effect the proposed merger, the relative merits of the proposed merger as compared to any alternative business strategies that might have existed for AquaVenture or the effect of any other transaction in which AquaVenture might have engaged. Citi's opinion is not intended to be and does not constitute a recommendation to any shareholder as to how such shareholder should vote or act on any matters relating to the proposed merger or otherwise.

        In arriving at its opinion, Citi:

    reviewed a draft, dated December 22, 2019, of the merger agreement;

    held discussions with certain senior officers, directors and other representatives and advisors of AquaVenture concerning the business, operations and prospects of AquaVenture;

    examined certain publicly available business and financial information relating to AquaVenture as well as certain financial forecasts and other information and data relating to AquaVenture which were provided to or discussed with Citi by management;

    reviewed the financial terms of the proposed merger as set forth in the merger agreement in relation to, among other things, current and historical market prices and trading volumes of

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      AquaVenture ordinary shares, historical and projected earnings and other operating data of AquaVenture, and the capitalization and financial condition of AquaVenture;

    considered, to the extent publicly available, the financial terms of certain other transactions which Citi considered relevant in evaluating the proposed merger;

    analyzed certain financial, stock market and other publicly available information relating to the businesses of other companies whose operations Citi considered relevant in evaluating those of AquaVenture; and

    conducted such other analyses and examinations and considered such other information and financial, economic and market criteria as Citi deemed appropriate in arriving at its opinion.

        The issuance of Citi's opinion was authorized by Citi's fairness opinion committee.

        In rendering its opinion, Citi assumed and relied, without independent verification, upon the accuracy and completeness of all financial and other information and data publicly available or provided to or otherwise reviewed by or discussed with Citi and upon the assurances of management that they were not aware of any relevant information that was omitted or that remained undisclosed to Citi. With respect to financial forecasts and other information and data relating to AquaVenture provided to or otherwise reviewed by or discussed with Citi, Citi was advised by management that such forecasts and other information and data were reasonably prepared on bases reflecting the best then-currently available estimates and judgments of management as to the future financial performance of AquaVenture.

        Citi assumed, with the consent of the special committee, that the proposed merger would be consummated in accordance with its terms, without waiver, modification or amendment of any material term, condition or agreement and that, in the course of obtaining the necessary regulatory or third party approvals, consents and releases for the proposed merger, no delay, limitation, restriction or condition would be imposed that would have an adverse effect on AquaVenture or the merger. Representatives of AquaVenture advised Citi, and Citi further assumed, that the final terms of the merger agreement would not vary materially from those set forth in the draft reviewed by Citi. Citi did not make and was not provided with an independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of AquaVenture nor did Citi make any physical inspection of the properties or assets of AquaVenture.

        In connection with Citi's engagement and at the direction of the special committee, Citi held discussions with selected third parties to solicit indications of interest in a possible acquisition of all or a part of AquaVenture. Citi's opinion did not address the underlying business decision of AquaVenture to effect the proposed merger, the relative merits of the proposed merger as compared to any alternative business strategies that might have existed for AquaVenture or the effect of any other transaction in which AquaVenture might have engaged. Citi also expressed no view as to, and Citi's opinion did not address, the fairness (financial or otherwise) of the amount or nature or any other aspect of any compensation to any officers, directors or employees of any parties to the proposed merger, or any class of such persons, relative to the merger consideration or otherwise. Citi's opinion was necessarily based upon information available to Citi, and financial, stock market and other conditions and circumstances existing, as of the date of its opinion. Although subsequent developments may affect Citi's opinion, Citi has no obligation to update, revise or reaffirm its opinion.

        In preparing its opinion, Citi performed a variety of financial and comparative analyses, including those described below. The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to partial analysis or summary description. Citi arrived at its opinion based on the

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results of all analyses undertaken by it and factors assessed as a whole, and it did not draw, in isolation, conclusions from or with regard to any one factor or method of analysis for purposes of its opinion.

        In its analyses, Citi considered industry performance, general business, economic, market and financial conditions and other matters existing as of the date of its opinion, many of which are beyond the control of AquaVenture. No company, business or transaction reviewed is identical or directly comparable to AquaVenture or the merger and an evaluation of these analyses is not entirely mathematical; rather, the analyses involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the public trading, acquisition or other values of the companies, businesses or transactions reviewed or the results of any particular analysis.

        The estimates used by Citi for purposes of its analyses and the valuation ranges resulting from any particular analysis are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by such analyses. In addition, analyses relating to the value of businesses or securities do not purport to be appraisals or to reflect the prices at which businesses or securities actually may be sold or acquired. Accordingly, the estimates used in, and the results derived from, Citi's analyses are inherently subject to substantial uncertainty.

        Citi was not requested to, and it did not, recommend or determine the specific consideration payable in the merger. The type and amount of consideration payable in the proposed merger was determined through negotiations between AquaVenture, on the one hand, and Culligan and its affiliates, on the other hand, and AquaVenture's decision to enter into the merger agreement was solely that of the special committee and the board of directors of AquaVenture. Citi's opinion was only one of many factors considered by the special committee in its evaluation of the merger and should not be viewed as determinative of the views of the special committee, the board of directors or management with respect to the proposed merger, merger consideration or any other aspect of the transactions contemplated by the merger agreement.

    Financial Analyses.

        The following is a summary of the material financial analyses prepared for and reviewed with the special committee in connection with Citi's opinion, dated December 23, 2019, to the special committee. The summary set forth below does not purport to be a complete description of the financial analyses performed by, and underlying the opinion of, Citi, nor does the order of the financial analyses described represent the relative importance or weight given to those financial analyses by Citi. Certain financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses, the tables must be read together with the text of each summary as the tables alone do not constitute a complete description of the financial analyses. Considering the data in the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the financial analyses, could create a misleading or incomplete view of such financial analyses. Future results may be different from those described and such differences may be material. Approximate implied equity value per share reference ranges derived from the financial analyses described below and other per share ranges presented for reference purposes only were rounded to the nearest $0.10, except for data relating to closing share prices. Except as otherwise noted, financial data utilized for AquaVenture in the financial analyses described below were based on the base case forecast and other information and data relating to AquaVenture provided to or discussed with Citi and approved for Citi's use by the special committee and as summarized under "—Projected Financial InformationSummary of Base Case Forecast" below, and which are referred to collectively as the AquaVenture base case projections. For purposes of the financial analyses described below, the term "adjusted EBITDA," (1) when used with respect to any company other than AquaVenture, generally refers to that company's earnings (loss) before interest, taxes, depreciation and amortization expenses, adjusted, as applicable, to be consistent with "adjusted EBITDA" as reflected in AquaVenture's recent public disclosure and (2) when used with respect to

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AquaVenture, means "adjusted EBITDA" as reflected in AquaVenture's recent public disclosure adjusted further to (a) exclude certain financing revenue recorded in relation to a portion of the monthly installment payments (which management directed Citi to treat as finite-lived and non-operating in nature for purposes of its analysis) collected in respect of the long-term receivable attributable to AquaVenture's construction contract in Peru (the "Peru Long-Term Receivable") and (b) include the portion of certain monthly water payments (which management directed Citi to treat as recurring and operating in nature for purposes of its analysis) recorded as principal payments and collected in respect of the long-term receivable attributable to a contract with the government of St. Maarten (the "St. Maarten Long-Term Receivable").

    Selected Public Companies Analysis.

        Citi reviewed certain financial and stock market information relating to AquaVenture and six publicly traded companies listed further below whose operations, for the purposes of Citi's analysis and based on its experience and professional judgment, Citi considered generally relevant in evaluating those of AquaVenture, based on business sector participation, operational characteristics and financial metrics (such companies collectively, the "selected companies").

        For the selected companies, Citi calculated and reviewed, among other information, adjusted firm values (calculated as fully diluted market equity value, plus net debt, preferred equity and non-controlling interests, and less unconsolidated investments and non-operating assets, as applicable) as multiples of estimated calendar year 2020 adjusted EBITDA. All calculations in this review were based on closing share prices on December 20, 2019 and, with respect to the selected companies, financial data (pro forma as applicable) were based on publicly available Wall Street research analysts' estimates, public filings and other publicly available information. The adjusted firm values to calendar year 2020 adjusted EBITDA multiples calculated by Citi for each selected company (as well as the median multiple) is set forth below:

Selected Company
  Adjusted Firm Value /
2020E adjusted EBITDA
 

Evoqua Water Technologies Corporation

    13.1 x

Consolidated Water Co. Ltd. 

    12.8 x

Ormat Technologies, Inc. 

    12.2 x

Primo Water Corporation

    11.2 x

Covanta Holding Corporation

    10.4 x

Cott Corporation

    9.1 x

Median

    11.7 x

        Citi also calculated and reviewed the adjusted firm value of AquaVenture (calculated pro forma for certain acquisitions completed by AquaVenture during the fourth quarter of 2019, as provided by management, and reflecting the book value of the Peru Long-Term Receivable as a non-operating asset) as a multiple of its estimated calendar year 2020 adjusted EBITDA, based on publicly available Wall Street research analysts' estimates. Citi noted, for reference purposes only, that the estimated calendar year 2020 adjusted EBITDA multiple observed for AquaVenture was 11.8x (based on publicly available Wall Street research analysts' estimates).

        Based on the multiples calculated and observed for the selected companies as described above and its professional judgment and experience, Citi identified and applied a selected illustrative range of adjusted firm value to calendar year 2020 adjusted EBITDA multiples of 10.5x to 13.0x to AquaVenture's estimated calendar year 2020 adjusted EBITDA of $79 million, based on the AquaVenture base case projections (and reflecting the further adjustments described above), to derive a range of implied adjusted firm values for AquaVenture. From this derived range of implied adjusted

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firm values, Citi subtracted AquaVenture's net debt balance (calculated pro forma for certain acquisitions completed by AquaVenture during the fourth quarter of 2019, as provided by management) and added the book value of the Peru Long-Term Receivable (both balances as of September 30, 2019), and divided the result by the number of AquaVenture ordinary shares outstanding on a fully diluted basis, calculated using the treasury stock method, based on information provided by management. This analysis indicated the following approximate implied per share equity value reference range for AquaVenture, as compared to the merger consideration:

Implied per Share Equity
Value Reference Range
  Merger
Consideration
 
$19.70 - $25.30   $ 27.10  

    Selected Transactions Analysis.

        Using publicly available information, Citi reviewed certain financial data relating to ten transactions listed further below involving target companies whose operations, for the purposes of Citi's analysis and based on its experience and professional judgment, Citi considered generally relevant in evaluating those of AquaVenture, based on business sector participation, operational characteristics and financial metrics (such transactions collectively, the "selected transactions").

        Citi calculated and reviewed, among other information, the transaction values of the selected transactions (calculated as the implied firm value for the target company involved in such transaction at the time of announcement, based on (i) the aggregate consideration paid or to be paid in such transaction, or, if and as applicable, (ii) the fully diluted equity value implied by the per share purchase price in such transaction, plus net debt, preferred equity and non-controlling interests, and less unconsolidated investments and non-operating assets, as applicable) as a multiple of the applicable target company's publicly available estimated adjusted EBITDA (or metric functionally equivalent thereto) for the last 12 month period ("LTM") prior to the announcement of the applicable transaction. The transaction values to LTM adjusted EBITDA multiples calculated by Citi for each selected transaction (as well as the median multiple) is set forth below:

Announcement Date
  Acquiror   Target   Transaction Value /
LTM adjusted
EBITDA
 

December 2017

  Xylem Inc.   Pure Technologies Ltd.     24.4 x

November 2017

  Fluidra S.A.   Zodiac Pool Solutions LLC     10.5 x

March 2017

  SUEZ & Caisse de dépôt et placement du Québec   GE Water & Process Technologies SC     12.5 x

August 2016

  XYLEM INC.   Sensus USA Inc.     10.7 x

February 2015

  3M Company   Polypore International LP     13.7 x

November 2014

  Castik Capital S.a.r.l.   Waterlogic Holdings Ltd.     9.6 x

November 2014

  Watts Water Technologies, Inc.   AERCO International, Inc.     11.0 x

February 2014

  Clayton, Dubilier & Rice, LLC   Solenis International LLC (f/k/a Ashland Water Technologies)     10.2 x

July 2011

  Ecolab Inc.   Nalco Holding Company     11.7 x

July 2011

  A.O. Smith Corporation   Lochinvar Care Ltd.     10.1 x

      Median     10.9 x

        Based on the multiples calculated and observed for the selected transactions and its professional judgment and experience, Citi identified and applied a selected illustrative range of LTM adjusted EBITDA multiples of 10.0x to 12.0x to AquaVenture's estimated LTM adjusted EBITDA of approximately $74 million for the 12 month period up to and including September 30, 2019 (reflecting

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further adjustments as described above), calculated on a pro forma basis to reflect the estimated full-year impact, as provided by management, of certain acquisitions completed by AquaVenture since September 30, 2018 (including certain acquisitions completed in the fourth quarter of 2019, as provided by management), to derive a range of implied adjusted firm values for AquaVenture. From this derived range of implied adjusted firm values, Citi subtracted AquaVenture's net debt balance (calculated pro forma for certain acquisitions completed by AquaVenture during the fourth quarter of 2019, as provided by management) and added the book value of the Peru Long-Term Receivable (both balances as of September 30, 2019), and divided the result by the number of AquaVenture ordinary shares outstanding on a fully diluted basis, calculated using the treasury stock method, based on information provided by management. This analysis indicated the following approximate implied per share equity value reference range for AquaVenture, as compared to the merger consideration:

Implied per Share Equity
Value Reference Range
  Merger
Consideration
 
$17.20 - $21.40   $ 27.10  

    Discounted Cash Flow Analysis.

        Citi conducted a discounted cash flow analysis of AquaVenture by calculating the present values (as of September 30, 2019) of the estimated unlevered after-tax free cash flows that AquaVenture was forecasted to generate during the fourth quarter of the fiscal year ending December 31, 2019 through the full fiscal year ending December 31, 2024, based on the AquaVenture base case projections (such cash flows referred to as the "projected cash flows"). For purposes of this analysis, stock based compensation was treated as a cash expense. Citi also calculated estimated terminal values for AquaVenture based on the following selected illustrative ranges of terminal growth rates, selected by Citi based on its professional judgment and experience, and applied to AquaVenture's estimated terminal year unlevered after-tax free cash flow (referred to as the "terminal cash flow"): (i) 2.0% to 3.0% in relation to the estimated terminal cash flow contribution from Quench, (ii) 1.0% to 2.0% in relation to the estimated terminal cash flow contribution from Seven Seas Water and (iii) 1.5% to 2.5% in relation to the estimated terminal cash flow expenditure attributable to AquaVenture's Corporate and Other administration function. The estimated terminal values for AquaVenture were then discounted to present values (as of September 30, 2019) and added to the estimated present values of the projected cash flows referred to above in order derive a range of implied firm values for AquaVenture.

        In calculating the present values referred to above, Citi discounted the projected cash flows and estimated terminal values using discount rates ranging from 7.5% to 8.6%, which Citi derived from a calculation of the weighted average cost of capital of AquaVenture, performed utilizing the capital asset pricing model with inputs that Citi determined were relevant based on publicly available data and Citi's professional judgment. From the derived range of implied firm values referenced above, Citi subtracted AquaVenture's reported net debt balance as of September 30, 2019, and divided the result by the number of AquaVenture ordinary shares outstanding on a fully diluted basis, calculated using the treasury stock method, based on information provided by management. This analysis indicated the following approximate implied per share equity value reference range for AquaVenture, as compared to the merger consideration:

Implied per Share Equity
Value Reference Range
  Merger
Consideration
 
$17.30 - $25.90   $ 27.10  

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    Other Information.

        Additional Observed Information.    Citi also observed certain other information with respect to AquaVenture that was not considered part of its financial analyses with respect to its opinion, but was noted for reference purposes only, including the following:

    historical closing prices of AquaVenture ordinary shares for the 52-week period ended December 20, 2019, which indicated an overall low to high closing share price range of $16.38 to $23.22 per share over the period; and

    publicly available Wall Street research analysts' one-year forward price targets, prepared and published in relation to AquaVenture ordinary shares, which indicated an overall low to high price target range of $25.00 to $37.00 per share (with a median of $27.50), implying a range of approximately $23.00 to $34.10 per share (with a median of $25.30) on a discounted basis when discounted one year at a selected equity discount rate of 8.5%.

        Illustrative Discounted Cash Flow Impact of Acquisitions.    Citi also calculated, for reference purposes only and not as part of Citi's financial analyses with respect to its opinion, the illustrative equity value per share impact, relative to the discounted cash flow analysis Citi conducted based on the AquaVenture base case projections, assuming AquaVenture were to pursue and consummate illustrative hypothetical acquisitions through fiscal years 2020 to 2024, based on various illustrative assumptions provided by management as to (i) the illustrative annual amount of capital allocated to and deployed by AquaVenture in consummating such acquisitions (the "annual acquisition expenditures"), and (ii) the illustrative adjusted EBITDA acquisition multiple paid by AquaVenture for such acquisitions (the "acquisition multiple"). Citi noted that the implied midpoint equity value per share indicated by its discounted cash flow analysis described above was $20.90, based on the midpoints of the ranges of discount rates and terminal growth rates applied in such analysis. Using such midpoints of the ranges of discount rates and terminal growth rates, and utilizing an illustrative acquisition multiple range of 6.0x (the multiple reflected in the "—Summary of M&A Forecast" summarized in the section entitled "—Projected Financial Information" below) to 10.0x, and an illustrative annual acquisition expenditure range of $25 million per year to $110 million per year (the amount reflected in the "—Summary of M&A Forecast"), as provided by management, this calculation indicated an illustrative equity value reference range for the AquaVenture ordinary shares of $21.20 to $34.80.

    Miscellaneous.

        AquaVenture has agreed to pay Citi for its services in connection with the merger an aggregate fee of approximately $9 million, $2 million of which became payable upon delivery of Citi's opinion to the special committee, and the remainder of which is payable contingent upon the consummation of the proposed merger. In addition, AquaVenture agreed to reimburse Citi for expenses incurred by Citi in performing its services, and to indemnify Citi and related parties against certain liabilities, including liabilities under federal securities laws, arising out of Citi's engagement.

        As the special committee was aware, Citi and its affiliates in the past have provided, currently are providing and in the future may provide certain investment banking, commercial banking and other similar financial services to AquaVenture unrelated to the proposed merger, for which services Citi and such affiliates have received and expect to receive compensation, including, without limitation, during the two-year period prior to the date of Citi's opinion, having acted as joint bookrunner in connection with an offering of equity securities of AquaVenture and as a lender in connection with certain loans of AquaVenture. For the services described above for AquaVenture, Citi and its affiliates received, during the two-year period prior to the date of Citi's opinion, aggregate fees of approximately $1 million. As the special committee also was aware, Citi and its affiliates in the past have provided, currently are providing and in the future may provide certain investment banking, commercial banking and other similar financial services to Advent and its affiliates and portfolio companies unrelated to the proposed

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merger, for which services Citi and such affiliates have received and expect to receive compensation, including, without limitation, during the two-year period prior to the date of Citi's opinion, having acted as financial advisor to Advent and certain of its affiliates and portfolio companies in connection with certain mergers and acquisitions activity, as joint bookrunner in connection with certain initial public offerings and other equity offerings of affiliates and portfolio companies of Advent, and as joint bookrunner and/or joint arranger in connection with certain bond issuances, loan and credit facility underwritings for Culligan and other affiliates and portfolio companies of Advent and as a lender in connection with certain loans of affiliates and portfolio companies of Advent. For the services described above for Advent and its affiliates and portfolio companies, Citi and its affiliates received, during the two-year period prior to the date of Citi's opinion, aggregate fees of approximately $40 million. In the ordinary course of Citi's business, Citi and its affiliates may actively trade or hold the securities of AquaVenture, Advent and Culligan and their respective affiliates and, as applicable, portfolio companies for Citi's own account or for the account of Citi's customers and, accordingly, may at any time hold a long or short position in such securities. In addition, Citi and its affiliates (including Citigroup Inc. and its affiliates) may maintain relationships with AquaVenture, Advent, Culligan and their respective affiliates and, as applicable, portfolio companies.

        The special committee selected Citi as a financial advisor in connection with the merger based on Citi's reputation, experience and familiarity with AquaVenture and its business. Citi is an internationally recognized investment banking firm that regularly engages in the valuation of businesses and their securities in connection with mergers and acquisitions and other purposes.

Opinion of UBS Securities LLC

        On December 22, 2019, at a meeting of the special committee held to evaluate the merger, UBS delivered to the special committee an oral opinion, which opinion was confirmed by delivery of a written opinion dated December 23, 2019, to the effect that, as of that date and based upon and subject to various assumptions, matters considered and limitations described in its written opinion, the merger consideration to be received by holders of ordinary shares in the merger was fair, from a financial point of view, to such holders of ordinary shares.

        The full text of UBS' opinion describes the assumptions made, procedures followed, matters considered and limitations on the review undertaken by UBS. The opinion is attached as Annex C to this proxy statement and is incorporated herein by reference. UBS' opinion was provided for the benefit of the special committee (in its capacity as such) in connection with, and for the purpose of, its evaluation of the merger consideration in the merger and addresses only the fairness, from a financial point of view, of the merger consideration to holders of ordinary shares in the merger. The opinion does not address the relative merits of the merger as compared to other business strategies or transactions that might be available with respect to the Company or the Company's underlying business decision to effect the merger. The opinion does not constitute a recommendation to any shareholder as to how to vote or act with respect to the merger. Holders of ordinary shares are encouraged to read UBS' opinion carefully in its entirety. The following summary of UBS' opinion should be read in conjunction with the full text of UBS' opinion.

        In arriving at its opinion, UBS, among other things:

    reviewed certain publicly available business and financial information relating to the Company;

    reviewed certain internal financial information and other data relating to the businesses and financial prospects of the Company that were not publicly available, including financial forecasts and estimates prepared by the management of the Company that UBS was directed to utilize for purposes of its analysis (and which the special committee approved for such use);

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    conducted discussions with members of the senior management of the Company concerning the businesses and financial prospects of the Company;

    reviewed publicly available financial and stock market data with respect to certain other companies UBS believes to be generally relevant;

    compared the financial terms of the merger with the publicly available financial terms of certain other transactions UBS believes to be generally relevant;

    reviewed current and historical market prices of ordinary shares;

    reviewed a draft of the merger agreement; and

    conducted such other financial studies, analyses and investigations, and considered such other information, as UBS deemed necessary or appropriate.

        At the request of the special committee, UBS contacted third parties to solicit indications of interest in a possible transaction with the Company and held discussions with certain of these parties prior to the date of its opinion.

        In connection with its review, with the consent of the special committee, UBS assumed and relied upon, without independent verification, the accuracy and completeness in all material respects of the information provided to or reviewed by UBS for the purpose of its opinion. In addition, with the consent of the special committee, UBS did not make any independent evaluation or appraisal of any of the assets or liabilities (contingent or otherwise) of the Company, nor was it furnished with any such evaluation or appraisal. With respect to the financial forecasts and estimates, referred to above, UBS assumed, at the direction of the special committee, that they had been reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of the Company as to the future financial performance of the Company. UBS' opinion was necessarily based on economic, monetary, market and other conditions as in effect on, and the information available to UBS as of, the date of its opinion.

        At the direction of the special committee, UBS was not asked to, nor did it, offer any opinion as to the terms, other than the merger consideration to the extent expressly specified in UBS' opinion, of the merger agreement or the form of the merger. In addition, UBS expressed no opinion as to the fairness of the amount or nature of any compensation to be received by any officers, directors or employees of any parties to the merger, or any class of such persons, relative to the merger consideration. In rendering its opinion, UBS assumed, with the consent of the special committee, that (1) the final executed form of the merger agreement would not differ in any material respect from the draft that UBS reviewed, (2) the parties to the merger agreement would comply with all material terms of the merger agreement and (3) the merger would be consummated in accordance with the terms of the merger agreement without any adverse waiver or amendment of any material term or condition thereof. UBS also assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the merger would be obtained without any material adverse effect on the Company or the merger. Except as described above, there were no other instructions to, or limitations on, UBS with respect to the investigations made or the procedures followed by UBS in rendering its opinion. The issuance of UBS' opinion was approved by an authorized committee of UBS.

        In connection with rendering its opinion to the special committee, UBS performed a variety of financial and comparative analyses which are summarized below. The following summary is not a complete description of all analyses performed and factors considered by UBS in connection with its opinion. The preparation of a financial opinion is a complex process involving subjective judgments and is not necessarily susceptible to partial analysis or summary description. With respect to the selected public company analysis and selected transactions analysis summarized below, no company or transaction used as a comparison was identical to the Company or the merger. These analyses

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necessarily involved complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the public trading or acquisition values of the companies concerned.

        UBS believes that its analysis and the summary below must be considered as a whole and that selecting portions of its analysis and factors or focusing on information presented in tabular format, without considering all analyses and factors or the full narrative description of the analyses, could create a misleading or incomplete view of the processes underlying UBS' analyses and opinion. UBS did not draw, in isolation, conclusions from or with regard to any one factor or method of analysis for purposes of its opinion, but rather arrived at its ultimate opinion based on results of all analyses undertaken by it and assessed as a whole.

        The estimates of the future performance of the Company provided by the Company's management, and the estimates of the future financial performances reflecting such estimates, in or underlying UBS' analyses are not necessarily indicative of future results or values, which may be significantly more or less favorable than those estimates. In performing its analyses, UBS considered industry performance, general business and economic conditions and other matters, many of which were beyond the control of the Company. Estimates of the financial value of companies do not purport to be appraisals or necessarily reflect the prices at which companies may actually be sold.

        The merger consideration was determined through negotiation between the Company and Parent and the decision by the board of directors to enter into the merger agreement was solely that of the board of directors, acting upon the recommendation of the special committee. UBS' opinion and financial analyses were only one of many factors considered by the special committee in its evaluation of the merger and should not be viewed as determinative of the views of the special committee with respect to the merger or the merger consideration.

        The following is a brief summary of the material financial analyses performed by UBS and reviewed with the special committee on December 22, 2019 in connection with UBS' opinion relating to the merger. The financial analyses summarized below include information presented in tabular format. In order to fully understand UBS' financial analyses, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. Considering the data below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of UBS' financial analyses.

        For purposes of its analyses, UBS reviewed a number of financial and operating metrics, including:

    Enterprise Value, defined as equity value (calculated as the value of the applicable company's outstanding equity securities based on the applicable company's closing stock price as of a specified date), plus outstanding debt, at book value, less cash and cash equivalents ("net debt"), plus minority interests at book value, as of a specified date;

    EBITDA, defined as earnings before interest, taxes, depreciation, amortization; and

    Adjusted EBITDA, defined as EBITDA, adjusted for certain non-cash, one-time, or non-recurring items (See "—Projected Financial Information" below for additional description of Adjusted EBITDA with respect to the Company).

        Unless the context indicates otherwise, (1) Enterprise Values derived from the selected companies analysis described below were calculated using the closing price of the common stock of the selected publicly traded companies in the U.S.-listed water services and related infrastructure industry listed below as of December 20, 2019, (2) transaction values for the target companies derived from the selected transactions analysis described below were calculated based on implied Enterprise Values as of the public announcement date of the relevant transaction, assuming equity values equal to the

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estimated purchase prices paid for the common equity of the target companies in the selected transactions, or the estimated purchase prices paid for the target business units, as applicable, and (3) net debt for the Company was based on such amount as of September 30, 2019, and was calculated including restricted cash. Accordingly, this information may not reflect current or future market conditions.

        In addition, unless the context indicates otherwise, (1) per share amounts for the Company's ordinary shares were calculated on a diluted basis, using the treasury stock method, based on shares, options and warrants outstanding as of December 20, 2019, as provided by the management of the Company, (2) Enterprise Value for the Company was calculated by adjusting for (a) estimated cash payments in connection with acquisitions consummated or expected to be consummated during the fourth quarter of 2019, (b) the present value of estimated principal payments to be collected with respect to long-term receivables from the Company's Peru construction contract and the contracts with the government of St. Maarten (and not otherwise reflected in estimated Adjusted EBITDA) and (c) the net value of estimated usage of net operating loss carryforwards, (3) estimated 2019 data for the Company was based on data pro forma for acquisitions consummated or expected to be consummated during 2019 and (4) estimated data based on internal forecasts and estimates for the Company were based on the base case forecast described more fully below under "—Projected Financial Information."

        Selected Public Company Analysis.    UBS compared selected multiples related to Enterprise Value for the Company on a standalone basis, and for the merger, to the corresponding multiples for the selected publicly traded companies in the U.S.-listed water services and related infrastructure industries identified below. These companies were selected because their equity is publicly traded in the United States, they are focused on the water services and related infrastructure industries.

        For each of the companies selected by UBS, UBS reviewed, among other things multiples of Enterprise Values to estimated calendar year 2020 ("2020E") Adjusted EBITDA ("EV/Adj. EBITDA") and 2020E Adjusted EBITDA less capital expenditure ("EV/Adj. EBITDA – Capex"). Estimated financial data for the selected companies (and the Company (Research)) were based on publicly available Wall Street research analysts' consensus estimates, public filings and other publicly available information. Other estimated financial data for the Company was based on internal forecasts and estimates referred to above for the Company, prepared by the Company management.

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        The list of selected companies and related high, mean, median and low multiples for such selected companies and for the Company (based upon both Wall Street research and management estimates) are as follows:

    Selected Companies

 
  EV/2020E Adj.
EBITDA (x)
  EV/2020E Adj.
EBITDA – Capex (x)
 

Selected Companies

             

Pentair plc

    14.3     15.8  

Ormat Technologies, Inc. 

    12.1     32.6  

Evoqua Water Technologies Corp. (1)

    13.2     19.2  

Covanta Holding Corp. 

    10.3     13.5  

Cott Corporation

    8.8     13.8  

Primo Water Corp. 

    11.2     18.1  

Consolidated Water Co. Ltd. 

    12.9     N/A  (2)

High

    14.3     32.6  

Mean

    11.8     18.8  

Median

    12.1     16.9  

Low

    8.8     13.5  

The Company (Management) at merger consideration

    13.4     19.9  

The Company (Research) at merger consideration

    12.9     19.0  

(1)
Data used was pro forma for divestiture of WTG Holdco Australia Pty. Ltd.

(2)
EV/Adj. EBITDA – Capex data was not available.

        Based on the foregoing and using its professional judgment, UBS selected reference range multiples of (1) 10.5x to 13.0x 2020E EV/Adj. EBITDA and (2) 15.0x to 19.0x 2020E EV/Adj. EBITDA less Capex. UBS then applied such multiple ranges to corresponding financial data for the Company (based on 2020E data provided by management of the Company). UBS then derived implied per share reference ranges from the resulting implied Enterprise Value reference ranges, using the net debt and diluted share information described above. This analysis indicated the following implied per share reference ranges for ordinary shares, as compared to the merger consideration:

    Implied Per Share Reference Ranges Based On:

2020E EV/Adj. EBITDA
  2020E EV/Adj. EBITDA – Capex   Merger Consideration
$20.52 - $26.61   $19.56 - $26.12   $27.10

        Selected Transactions Analysis.    UBS reviewed the purchase prices paid in the 26 transactions set forth below, which involved selected targets in the water-related solutions and utility industries that were announced after January 1, 2010, and involved a target company or business that had implied transaction values greater than $100 million. UBS calculated and compared the implied Enterprise Value for each target, based on the implied purchase price paid for the common equity of the target company (or the implied purchase price paid for the business unit, as applicable), as a multiple of the target's (1) Adjusted EBITDA for the last twelve month period for which financial information was publicly available ("LTM") immediately preceding the announcement of the relevant transaction and (2) Adjusted EBITDA less capital expenditure for the LTM immediately preceding the announcement of the relevant transaction, based on publicly reported financial information.

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        The list of selected transactions and related high, mean, median and low multiples for such selected transactions and for the Company (based upon, in the case of the Company, estimated calendar year 2019 ("2019E") results) are as follows:

Announcement
Date
  Acquiror   Target   EV/LTM Adj. EBITDA (x)   EV/LTM Adj. EBITDA – Capex (x)
01/19   Shawcor Ltd.   ZCL Composites Inc.   13.3   15.6
01/19   Pentair plc   Aquion, Inc.   ~12.8   N/A (1)
01/19   Pentair plc   Pelican Water Systems as owned by Enviro Water Solutions LLC   N/A (2)   N/A (2)
11/18   Platinum Equity   Lonza America Inc.   16.7   N/A (1)
11/18   AquaVenture Holdings Ltd.   AUC Group, L.P.   12.5   N/M (3)
11/17   Fluidra S.A.   Zodiac Pool Solutions LLC   10.5   12.7
09/17   Kuraray Co., Ltd.   Calgon Carbon Corporation   15.6   33.1
08/17   Mexichem, S.A.V. de C.V.   Netafim, Ltd.   15.1   N/A (1)
07/17   Culligan International Company   Zip Industries (Aust) Pty Ltd   15.4   N/A (1)
06/17   CCMP Capital Advisors, LP and MSD Partners, L.P.   Hayward Industries, Inc.   12.0   N/A (1)
03/17   SUEZ Water Technologies and Caisse de dépôt et placement du Québec   GE Water & Process Technologies (owned by GE Osmonics, Inc.)   ~12.5   15.5
11/16   Advent International   Culligan International Company   11.0   12.5
10/16   Rhone Group   Zodiac Pool Solutions LLC   11.8   14.3
08/16   Xylem Inc.   Sensus Worldwide Limited   10.7   N/A (1)
05/15   Danaher Corporation   Pall Corporation   20.8   22.7
02/15   3M Company   Polypore International Inc. (Separations Media)   13.7   16.4
11/14   Castik Capital S.a.r.l.   Waterlogic plc   9.6   N/M (3)
11/14   Watts Water Technologies, Inc.   AERCO International, Inc.   11.0   N/A (1)
02/14   Clayton, Dubilier & Rice LLC   Ashland Water Technologies (owned by Ashland Inc.)   10.2   14.3
10/13   AEA Investors LP   Siemens Water Technologies (owned by Siemens AG)   9.0   13.3
07/11   A.O. Smith Corp.   Lochnivar Corporation   10.1   N/A (1)
07/11   Ecolab Inc.   Nalco Holding Company   11.7   N/A (1)
04/11   Sulzer Ltd.   Cardo Flow Solutions Sweden AB (owned by Cardo AB)   12.7   N/A (1)
04/11   Pentair plc   Norit Clean Process Technologies (owned by Norit Holding, B. V.)   14.4   N/A (1)
04/11   Watts Water Technologies, Inc.   Danfoss Socla and Water (owned by Danfoss Socla S.A.S.)   ~10.0   N/A (1)
06/10   ITT Corporation   Godwin Pumps of America, Inc.   N/A (2)   N/A (2)
The Company – at merger consideration (4)   13.6   26.0
High   20.8   33.1
Mean   12.6   17.0
Median   12.2   14.9
Low   9.0   12.5

(1)
LTM Adj. EBITDA – Capex data was not available.

(2)
LTM Adj. EBITDA and LTM Adj. EBITDA – Capex data was not available.

(3)
LTM Adj. EBITDA – Capex data was deemed not meaningful.

(4)
LTM Adj. EBITDA and LTM Adj. EBITDA – Capex based on 2019E figures.

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        Based on the foregoing and using its professional judgment, UBS selected reference range multiples of (1) 11.5x to 14.0x EV/LTM Adj. EBITDA and (2) 15.0x to 17.0x EV/LTM Adj. EBITDA less Capex multiple. UBS then applied such multiple ranges to corresponding financial data for the Company (based on 2019E results provided by management of the Company). UBS then derived implied per share reference ranges from the resulting implied Enterprise Value reference ranges, using the net debt and diluted share information described above. This analysis indicated the following implied per share reference ranges for ordinary shares, as compared to the merger consideration:

    Implied Per Share Reference Ranges Based On:

EV/LTM Adj. EBITDA
  EV/LTM Adj. EBITDA – CapEx   Merger Consideration
$22.47 - $28.45   $13.78 - $16.29   $27.10

        Discounted Cash Flow Analysis.    UBS performed a discounted cash flow analysis of the Company on a standalone basis using the base case forecast referred to below under "—Projected Financial Information" that UBS was directed to utilize for purposes of its analysis. UBS calculated a range of implied present values as of December 31, 2019 of the standalone after-tax unlevered free cash flows that the Company was forecasted to generate from January 1, 2020 through December 31, 2024 using discount rates ranging between 8.5% and 9.5% based on the Company's estimated weighted average cost of capital ("WACC") using the capital asset pricing model, together with a size premium. UBS also calculated estimated terminal values for the Company as of December 31, 2024, based on the estimated standalone Adjusted EBITDA less capital expenditures for fiscal year 2024, as adjusted to reflect the Company's estimated normalized capital expenditures, using terminal multiples of 15.0x to 17.0x. The estimated terminal values were then discounted to present value as of December 31, 2019 using discount rates ranging between 8.5% and 9.5% based on the Company's estimated WACC. UBS then derived an implied per share reference range from the resulting implied Enterprise Value reference range, using the net debt and diluted share information described above. This analysis resulted in the following implied per share reference range for ordinary shares as compared to the merger consideration:

Implied Per Share Reference Range
  Merger Consideration

$20.49 - $24.28

  $27.10

        Other Information.    UBS also noted for the special committee certain additional factors that were not relied upon in rendering its opinion, but were provided for informational purposes, including the following review:

    the historical intraday trading prices for ordinary shares during the 52-week period ended December 20, 2019, which reflected low and high stock prices during such period ranging from $16.08 to $23.35 per share, as compared to the closing price of ordinary shares on December 20, 2019 of $21.76 per share and the merger consideration of $27.10 per share;

    one-year forward stock price targets for ordinary shares in recently published, publicly available Wall Street research analysts' reports, which indicated low and high stock price targets ranging from $25.00 to $37.00 per share, as compared to the merger consideration of $27.10 per share;

    a discounted cash flow analysis using the same discount rates and terminal multiples as described above, but based on the M&A forecast described below under "—Projected Financial Information", which resulted in a reference range of implied equity value per share of ordinary shares of approximately $19.65 to $24.64, as compared to the merger consideration of $27.10 per share; and

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    two discounted cash flow analyses, based on a sum of the parts valuation using five-year standalone projections for each of the Quench and Seven Seas Water businesses, as provided by management of the Company (based on each of the base case forecast and M&A forecast described below under "—Projected Financial Information"), and using the same discount rates as described above, but using, in the case of Quench, a range of perpetuity growth rates of 3.5% to 4.5% to calculate a terminal value and using, in the case of Seven Seas Water, a range of perpetuity growth rates of 2.5% to 3.5% to calculate a terminal value; these discounted cash flow analyses resulted in reference ranges of implied equity values per share of ordinary shares of approximately $20.29 to $30.75, in the case of the sum of the parts discounted cash flow analysis using the base case forecast, and approximately $18.70 to $32.27 in the case of the sum of the parts discounted cash flow analysis using the M&A forecast, in each case, as compared to the merger consideration of $27.10 per share.

    Miscellaneous.

        Under the terms of UBS' engagement by the special committee, the Company has agreed to pay UBS for its financial advisory services in connection with the proposed transaction an aggregate fee currently estimated to be approximately $5.3 million, $3.0 million of which became payable upon delivery of UBS' opinion and remainder of which is contingent upon consummation of the merger. In addition, the Company has agreed to reimburse UBS for certain expenses, including certain fees, disbursements and other charges of its counsel, and to indemnify UBS and related parties against certain liabilities, including certain liabilities under federal securities laws, relating to, or arising out of, its engagement.

        In the ordinary course of business, UBS, its affiliates and its and their respective employees may currently own or trade loans, debt and/or equity securities of the Company and/or affiliates of Parent (including Advent and funds affiliated with Centerbridge Partners, L.P. and/or their portfolio companies ("Centerbridge Partners"), who are Parent's principal equity investors) for its own account or for the accounts of customers, and may at any time hold a long or short position in such securities.

        In connection therewith, UBS and/or its affiliates have provided services unrelated to the merger to the Company and its affiliates and/or Parent and its affiliates (including affiliates of each of Advent and Centerbridge Partners) and received compensation for such services. In particular, since December 1, 2017, the Global Banking division of UBS Investment Bank, a business group of UBS Group AG, has acted with respect to (1) the Company as bookrunner in connection with a follow on offering of ordinary shares, for which it received compensation of less than $1.0 million; (2) Advent as (a) financial advisor in connection with the acquisitions of two portfolio companies and the sale of one portfolio company, (b) joint bookrunner in connection with the initial public offering of equity securities of a portfolio company and (c) underwriter in connection with five offerings of debt securities by four separate portfolio companies, for which it received aggregate compensation in excess of $20.0 million and less than $35.0 million; and (3) Centerbridge Partners as (a) financial advisor in connection with the acquisition of one portfolio company and the sales of two portfolio companies and (b) joint bookrunner in connection with an offering of debt securities by a portfolio company, for which it received aggregate compensation in excess of $6.0 million and less than $10.0 million.

        The special committee selected UBS as a financial advisor in connection with the merger because UBS is an internationally recognized investment banking firm with substantial experience in similar transactions. UBS is continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, leveraged buyouts, negotiated underwritings, competitive bids, secondary distributions of listed and unlisted securities and private placements.

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Projected Financial Information

        AquaVenture does not, as a matter of course, make public projections as to future performance or earnings beyond the current fiscal year and generally does not make public projections for extended periods due to, among other things, the inherent difficulty of predicting financial performance for future periods and the likelihood that the underlying assumptions and estimates may not be realized. In connection with the evaluation of potential strategic alternatives by the special committee and the board of directors, however, our management prepared certain unaudited prospective financial information for AquaVenture based on our long-range plan. The financial projections were not prepared with a view toward public disclosure and, accordingly, do not necessarily comply with published guidelines of the SEC or established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information or generally accepted accounting principles ("GAAP"). Our independent registered public accounting firm has not compiled, examined, audited or performed any procedures with respect to the financial projections, and has not expressed any opinion or any other form of assurance regarding this information or its achievability.

        The table below under "Summary of Management Base Case Forecast" presents a summary of the base case forecast for AquaVenture for the period from 2019 through 2024 as prepared by our management and provided by our management to the special committee and the board of directors. The base case forecast was provided to Citi and UBS and approved by the special committee for use by Citi and UBS in connection with preparing their separate financial analyses and opinions to the special committee as described above under the headings "—Opinion of Citigroup Global Markets Inc." and "—Opinion of UBS Securities LLC." The base case forecast was also provided to Parent.

        Also, set forth below under "Summary of M&A Forecast" is a table containing a summary of a forecast for AquaVenture for the period from 2019 through 2024 reflecting the base case forecast plus the projected results of the Company making approximately $85.0 million of acquisitions in 2020 and approximately $110.0 million of acquisitions per year from 2021 to 2024 at Adjusted EBITDA multiples of 6.0x to 7.0x as prepared by our management for illustrative purposes and provided by our management to the special committee and the board of directors. The M&A forecast was provided to Citi and UBS and approved by the special committee for use by Citi and UBS in connection with preparing their separate financial analyses and opinions to the special committee as described above under the headings "—Opinion of Citigroup Global Markets Inc." and "—Opinion of UBS Securities LLC." The M&A forecast was also provided to Parent.

        The forecasts summarized below are included solely to provide AquaVenture shareholders access to certain financial projections that were made available to the special committee, the board of directors, Citi, UBS and Parent in connection with the proposed merger, and are not included in this proxy statement to influence an AquaVenture shareholder's decision whether to vote for the adoption of the merger agreement or for any other purpose.

        The forecasts summarized below, while presented with numerical specificity, were based on numerous variables and assumptions that necessarily involve judgments with respect to, among other things, future economic, competitive, regulatory and financial market conditions, all of which are difficult or impossible to predict and many of which are beyond our control. The forecasts also reflect assumptions that are subject to change. The forecasts cover multiple years, and thus, by their nature, they become subject to greater uncertainty with each successive year. In addition, the M&A forecast reflects the Company making approximately $85.0 million of acquisitions in 2020 and approximately $110.0 million of acquisitions per year from 2021 to 2024 at Adjusted EBITDA multiples of 6.0x to 7.0x, which may not occur. Important factors that may affect actual results and the achievability of the forecasts include, but are not limited to, general economic conditions and disruptions in the financial, debt, capital, credit or securities markets, developing industry dynamics, acceptance of our products and services, competition, our ability to obtain financing, and those risks and uncertainties described in our

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Annual Report on Form 10-K for the fiscal year ended December 31, 2018, as amended, subsequent quarterly reports on Form 10-Q and current reports on Form 8-K. See also the section entitled "Cautionary Statement Concerning Forward-Looking Statements" in this proxy statement.

        In addition, the forecasts reflect assumptions that are subject to change and are susceptible to multiple interpretations and periodic revisions based on actual results, revised prospects for our business, changes in general business or economic conditions, or any other transaction or event that has occurred or that may occur and that was not anticipated when the forecasts were prepared. In addition, the forecasts may be affected by our ability to achieve strategic goals, objectives and targets over the applicable period. Accordingly, actual results will differ, and may differ materially, from those contained in the forecasts. In addition, the forecasts do not take into account any circumstances, transactions or events occurring after the date on which the forecasts were prepared and do not give effect to any changes or expenses as a result of the merger or any effects of the merger. There can be no assurance that the financial results in the forecasts will be realized, or that future actual financial results will not materially vary from those estimated in the forecasts.

        AquaVenture uses financial information that has not been prepared in accordance with GAAP, including Adjusted EBITDA, which is calculated as earnings (loss) before net interest expense, income tax expense or benefit, depreciation and amortization, as well as adjusted for the following items: share-based compensation expense; gain or loss on disposal of assets; acquisition-related expenses, including professional fees, purchase consideration recorded as compensation expense for acquired employees, and other expenses related to acquisitions; goodwill impairment charges; changes in deferred revenue related to our bulk water business; ERP system implementation charges for a SaaS solution, and charges incurred in connection with restructuring activities. We use non-GAAP financial measures in analyzing our financial results and believe that they enhance investors' understanding of our financial performance and the comparability of our results to prior periods, as well as against the performance of other companies. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. AquaVenture's calculation of non-GAAP financial measures may differ from others in its industry and adjusted EBITDA is not necessarily comparable with similar measures used by other companies.

Summary of Base Case Forecast

        The base case forecast reflects management's long-term projections for fiscal years 2019 through 2024 and assumes organic Company growth without business expansions from mergers and acquisitions or alternative business models. The base case forecast was based upon certain financial, operating and commercial assumptions developed solely using the information available to the Company's senior management at the time the base case forecast was created. In addition, each of Citi and UBS calculated from the base case forecast unlevered free cash flow for the Company as set forth below,

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which was approved by the special committee for use by each of Citi and UBS in certain of their respective financial analyses.

 
  Fiscal Year Ending December 31,  
(In USD $000s)
  2019E   2020E   2021E   2022E   2023E   2024E  

Revenue

  $ 204   $ 217   $ 229   $ 243   $ 260   $ 276  

Gross profit

  $ 105   $ 113   $ 120   $ 128   $ 137   $ 146  

SG&A expense

  $ (92 ) $ (95 ) $ (98 ) $ (101 ) $ (104 ) $ (106 )

Income from operations

  $ 13   $ 18   $ 22   $ 27   $ 33   $ 40  

Income (loss) before income tax expense

  $ (13 ) $ (7 ) $ (2 ) $ 3   $ 9   $ 16  

Net income (loss)

  $ (16 ) $ (10 ) $ (6 ) $ (1 ) $ 4   $ 11  

Adjusted EBITDA

  $ 77   $ 80   $ 88   $ 93   $ 101   $ 109  

Adjusted EBITDA plus principal collected (1)

  $ 83   $ 87   $ 95   $ 101   $ 110   $ 116  

Capital expenditures

  $ 37   $ 26   $ 32   $ 31   $ 37   $ 36  

Unlevered Free Cash Flow (Citi) (2)

  $ (3)  (3) $ 37   $ 39   $ 49   $ 52   $ 59  

Unlevered Free Cash Flow (UBS) (4)

  $   $ 42   $ 45   $ 51   $ 52   $ 58  

(1)
The principal collected with respect to our long-term receivables from our Peru construction contract and our contracts with the government of St. Maarten are not recognized as revenue in our consolidated financial statements, and therefore is not included in Adjusted EBITDA.

(2)
Citi calculated unlevered free cash flow as Adjusted EBITDA less share based-compensation (treating such compensation as a cash expense), unlevered cash taxes, capital expenditures, capitalized contract costs and net cash paid for acquisition, plus principal payments on the long-term receivables attributable to the Company's construction contract in Peru and its contract with the government of St. Maarten.

(3)
For the quarter ended December 31, 2019.

(4)
UBS calculated unlevered free cash flow as Adjusted EBITDA less unlevered cash taxes, capital expenditures and capitalized contract cost and adjusted for changes in net working capital; UBS did not include principal payments collected with respect of long-term receivables from the Peru construction contract and the contracts with the government of St. Maarten, and did not deduct share-based compensation.

Summary of M&A Forecast

        The M&A forecast reflects projections for fiscal years 2019 through 2024 and reflecting the base case forecast plus the projected results of the Company making approximately $85.0 million of

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acquisitions in 2020 and approximately $110.0 million of acquisitions per year from 2021 to 2024 at Adjusted EBITDA multiples of 6.0x to 7.0x, as prepared by our management for illustrative purposes.

 
  Fiscal Year Ending December 31,  
(In USD $000s)
  2019E   2020E   2021E   2022E   2023E   2024E  

Revenue

  $ 204   $ 237   $ 276   $ 316   $ 359   $ 402  

Gross profit

  $ 105   $ 125   $ 150   $ 177   $ 205   $ 233  

SG&A expense

  $ (92 ) $ (101 ) $ (114 ) $ (126 ) $ (139 ) $ (149 )

Income from operations

  $ 13   $ 24   $ 36   $ 51   $ 66   $ 84  

Income (loss) before income tax expense

  $ (13 ) $ (1 ) $ 8   $ 18   $ 30   $ 46  

Net income (loss)

  $ (16 ) $ (4 ) $ 3   $ 13   $ 24   $ 38  

Adjusted EBITDA

  $ 77   $ 91   $ 115   $ 137   $ 162   $ 187  

Adjusted EBITDA plus principal collected (1)

  $ 83   $ 98   $ 122   $ 145   $ 171   $ 193  

Capital expenditures

  $ 37   $ 26   $ 33   $ 32   $ 39   $ 39  

Unlevered Free Cash Flow (UBS) (2)

  $   $ (34 ) $ (40 ) $ (18 ) $ (1 ) $ 19  

(1)
The principal collected with respect to our long-term receivables from our Peru construction contract and our contracts with the government of St. Maarten are not recognized as revenue in our consolidated financial statements, and therefore is not included in Adjusted EBITDA.

(2)
UBS calculated unlevered free cash flow as Adjusted EBITDA less unlevered cash taxes, capital expenditures, cash paid for acquisitions and capitalized contract cost and adjusted for changes in net working capital; UBS did not include principal payments collected with respect of long-term receivables from the Peru construction contract and the contracts with the government of St. Maarten, and did not deduct share-based compensation.

        Unlevered free cash flow is a non-GAAP financial measure. Non-GAAP financial measures should not be considered a substitute for, or superior to, financial measures determined or calculated in accordance with GAAP. Additionally, non-GAAP financial measures as presented in this proxy statement may not be comparable to similarly titled measures reported by other companies.

        The inclusion of selected elements of the forecasts in the tables and accompanying narrative above should not be regarded as an indication that AquaVenture and/or any of our affiliates, officers, directors, advisors or other representatives consider the forecasts to be predictive of actual future events, and this information should not be relied upon as such. None of AquaVenture and/or our affiliates, officers, directors, advisors or other representatives gives any AquaVenture shareholder or any other person any assurance that actual results will not differ materially from the forecasts and, except as otherwise required by law, AquaVenture and/or our affiliates, officers, directors, advisors or other representatives undertake no obligation to update or otherwise revise or reconcile the forecasts to reflect circumstances existing after the date on which the forecasts were prepared or to reflect the occurrence of future events, even in the event that any or all of the assumptions and estimates underlying the forecasts are shown to be in error. We have made no representation to Parent or Merger Sub concerning the forecasts in the merger agreement or otherwise.

        In light of the foregoing factors and the uncertainties inherent in the forecast, AquaVenture shareholders are cautioned not to place undue, if any, reliance on such financial projections.

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Financing

        General.    The Company and Parent estimate that the total amount of funds required to complete the merger and related transactions and pay related fees and expenses will be approximately $1.1 billion. Parent expects this amount to be funded through a combination of the following:

    debt financing in an aggregate principal amount of $500.0 million, which will be comprised of a senior secured term loan facility; and

    cash equity investments by the Investors in an aggregate amount of approximately $656,847,680.

        Equity Financing.    On December 23, 2019, each of the Investors entered into the Equity Commitment Letter with Parent pursuant to which the Investors committed to contribute (or cause to be contributed) to Parent up to approximately $656,847,680 in cash in the aggregate (the "Equity Financing Commitment") to fund a portion of the merger consideration and up to approximately $54,611,815 in cash in the aggregate (the "Termination Fee Commitment") to fund the parent termination fee if Parent becomes obligated to pay such fee. The equity commitment of the Investors is subject to the following conditions:

    the valid execution and delivery of the merger agreement by all parties to the merger agreement;

    with respect to the Equity Financing Commitment only, satisfaction or waiver by Parent of the conditions precedent to Parent's obligations to complete the transactions contemplated by the merger agreement;

    with respect to the Equity Financing Commitment only, concurrent consummation of the closing in accordance with the terms of the merger agreement;

    with respect to the Equity Financing Commitment only, no party having terminated the merger agreement in accordance with its terms; and

    with respect to the Termination Fee Commitment only, Parent becoming obligated to pay the parent termination fee.

        The obligation of each Investor to fund their portion Equity Financing Commitment will automatically and immediately terminate upon the earliest to occur of: (1) each Investor funding its respective portion of the Equity Financing Commitment; (2) the termination of the merger agreement in accordance with its terms; (3) the consummation of the closing under the merger agreement; and (4) the Company or any of its controlled affiliates asserting specified prohibited claims against the Investors or certain related persons.

        The obligation of each Investor to fund their portion of the Termination Fee Commitment will automatically and immediately terminate if: (1) the closing is consummated under the merger agreement; (2) the merger agreement is validly terminated in accordance with its terms (other than certain terminations by the Company); (3) the Company receives full payment in immediately available funds of the parent termination fee; or (4) any action in respect of the obligation to pay the parent termination fee is commenced by any person other than the Company or its permitted successors and assigns.

        The Company is an express third-party beneficiary of the Equity Commitment Letter and has the right to seek specific performance of the obligations of the Investors under the Equity Commitment Letter under certain circumstances.

        Debt Financing.    In connection with the entry into the merger agreement, the Lenders provided commitments to an affiliate of Parent under the Debt Commitment Letter, which provides for a commitment of $500.0 million in debt financing, which will be comprised of a senior secured term loan facility, subject to terms and express conditions.

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        The Lenders' obligation to provide the debt financing under the Debt Commitment Letter is subject to customary conditions, including, without limitation, the following (subject to certain exceptions and qualifications as set forth in the Debt Commitment Letter):

    the substantially simultaneous closing of the merger in accordance with the merger agreement;

    the substantially simultaneous funding of the equity financing and completion of the refinancing of certain existing indebtedness of AquaVenture;

    the receipt of certain specified historical and pro forma financial statements of the Company and the borrower;

    the execution and delivery of definitive documentation with respect to the debt financing;

    the execution and delivery of documents and instruments necessary to establish perfected first priority security interests in the collateral in favor of the first lien administrative agent;

    the payment of fees and expenses required to be paid on the closing date;

    the absence of a material adverse effect (as defined in the merger agreement) on the Company since December 23, 2019;

    the accuracy of certain specified representations and warranties in the merger agreement and in the definitive documents with respect to the debt financing; and

    completion of a bank marketing period of 15 consecutive business days commencing on or after January 6, 2020 and upon delivery of the requisite financial statements.

        The commitment of the Lenders under the Debt Commitment Letter expires upon (1) the outside date under the merger agreement, (2) the date of the valid and legally binding termination of the merger agreement; and (3) the date of the closing of the merger without the use of the debt financing.

Interests of the Company's Directors and Executive Officers in the Merger

        General.    In considering the recommendation of the board of directors that you vote to adopt the merger agreement, you should be aware that aside from their interests as shareholders of the Company, the Company's directors and executive officers have interests in the merger that are different from, or in addition to, those of other shareholders of the Company generally. Members of the board of directors were aware of and considered these interests, among other matters, in evaluating and negotiating the merger agreement and the merger, and in recommending to AquaVenture's shareholders that the merger agreement be adopted. See the section entitled "The Merger (Proposal 1)—Reasons for the Merger." AquaVenture's shareholders should take these interests into account in deciding whether to vote "FOR" the proposal to adopt the merger agreement. These interests are described in more detail below, and certain of them are quantified in the narrative and the tables below.

        The Company's executive officers are as follows:

Name
  Position

Anthony Ibarguen

  President, Chief Executive Officer and Director

Lee Muller

  Chief Financial Officer, Treasurer and Assistant Secretary

Douglas Brown

  Chairman and Director

Olaf Krohg

  Chief Executive Officer, Seven Seas Water

Brian Miller

  Senior Vice President and General Counsel

        Equity-Based Awards.    The following table identifies for each of our executive officers and directors the number of ordinary shares subject to his outstanding equity awards (Company stock

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options, Company RSUs and Company phantom units), the weighted average exercise price, if any, of all equity awards and the value of such equity awards in the merger. All equity awards, including those held by our executive officers and directors, will be cashed out in connection with the merger. The following table assumes that the closing of the merger occurs on March 31, 2020 and that no Company stock options (other than expiring stock options) are exercised, no Company RSUs or Company phantom units are forfeited, and no dividends are paid with respect to our ordinary shares between the date of this proxy statement and the closing of the merger. The estimated aggregate amounts set forth below are based on the merger consideration of $27.10 in cash, without interest, for each ordinary share, net of the applicable exercise price (for Company stock options), multiplied by the total number of ordinary shares subject to each applicable award.

 
  Stock Options   RSU Awards   Phantom Unit Awards   Total  
Executive Officers
  Aggregate
Number of
Shares
Subject to
Outstanding
Stock
Options (#)
  Weighted
Average
Exercise
Price ($)
  Aggregate
Stock
Option
Payment
($) (1)
  Number of
RSUs
(#)
  Aggregate
RSU
Payment
($) (2)
  Number of
Phantom
Units (#)
  Aggregate
Phantom
Unit
Payment
($) (3)
  Total
Equity
Award
Consideration($)
 

Anthony Ibarguen

    500,185     18.00     4,551,684     50,702     1,374,024             5,925,708  

Lee Muller

    216,348     18.00     1,968,767     25,794     699,017             2,667,784  

Douglas Brown

    660,496     18.00     6,010,514     62,127     1,683,642             7,694,156  

Olaf Krohg

    45,574     18.00     414,723     15,567     421,866             836,589  

Brian Miller

                16,769     454,440             454,440  

Non-Employee Directors
         
 
   
 
   
 
   
 
   
 
   
 
   
 
 

Debra Coy

                                 

Hugh Evans

    7,560     18.00     68,796             18,261     494,880     563,676  

Paul Hanrahan

    11,654     18.00     106,051             18,358     497,503     603,554  

David Lincoln

                                 

Cyril Meduña

                                 

Richard Reilly

    7,560     18.00     68,796             14,785     400,674     469,470  

Timothy J. Whall

                7,631     206,800     2,023     54,830     261,630  

(1)
The amounts included in the column are equal to (a) the aggregate number of shares subject to the Company stock option multiplied by (b) the positive difference between the per share merger consideration of $27.10 per share and the weighted average exercise price of the options.

(2)
The amounts included in this column are equal to (a) the number of Company RSUs multiplied by (b) the per share merger consideration of $27.10.

(3)
The amounts included in this column are equal to (a) the number of Company phantom units multiplied by (b) the per share merger consideration of $27.10.

    Employment Agreements.

        Anthony Ibarguen's employment agreement provides that if we terminate his employment without "cause" or if he resigns for "good reason," in each case during the 24 months after a "change in control," Mr. Ibarguen will be entitled to receive, subject to the execution and delivery of an effective release of claims in favor of the Company, (i) a lump sum cash payment equal to (a) two times his base salary and target bonus for the year in which the date of termination occurs and (b) a portion of his target bonus for the year in which the date of termination occurs (pro-rated for the portion of the year through the date of termination), (ii) a monthly cash payment equal to the contribution by Quench USA, Inc. towards health insurance for up to 24 months after the date of termination, and (iii) full accelerated vesting of all outstanding and unvested stock options and other stock-based awards held by him, with any performance conditions of such awards being deemed satisfied at the target

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levels specified in the applicable award agreements. The contemplated merger would constitute a change in control under Mr. Ibarguen's employment agreement. Pursuant to his employment agreement, if the payments or benefits payable to Mr. Ibarguen pursuant to his employment agreement or otherwise would be subject to the excise tax imposed under Section 4999 of the Code, those payments or benefits will be reduced if such reduction would result in a higher net after-tax benefit to Mr. Ibarguen.

        Douglas Brown's offer letter provides that in the event his employment is terminated by us other than for "cause" (as defined in the Severance Plan), Mr. Brown will be entitled to receive salary continuation for the 12-month period following the termination of his employment and any stock options and other stock-based awards he holds will vest as if he had completed an additional 12 months of service. In addition, all outstanding and unvested stock options and other stock-based awards held by him will vest in full immediately prior to the occurrence of a "change in control" (as defined in the Severance Plan). The contemplated merger would constitute a change in control under Mr. Brown's offer letter. In addition, Mr. Brown is entitled to a tax "gross-up payment" (as defined in his existing offer letter) in the event he receives any payments in connection with a change in control that would be subject to the excise tax imposed by Section 4999 of the Code.

        Severance Plan.    The Company has previously adopted the Severance Plan, which provides severance benefits to key executives who are designated by the board of directors or the compensation committee thereof. Eligible participants include Lee Muller, our Chief Financial Officer, Treasurer and Assistant Secretary, Olaf Krohg, the Chief Executive Officer of our Seven Seas Water business, and Brian Miller, our Senior Vice President and General Counsel. Messrs. Brown and Ibarguen, whose individual severance arrangements are described above, are not eligible to participate in the Severance Plan.

        The Severance Plan provides that if we terminate an eligible participant's employment without "cause" or such participant resigns for "good reason," in each case during the 12 months after a "change in control" (as such terms are defined in the Severance Plan) an eligible participant will be entitled to receive, subject to the execution and delivery of an effective release of claims in favor of the Company, (i) a lump sum cash payment equal to (a) such participant's base salary and target bonus for the year in which the date of termination occurs and (b) a portion of such participant's target bonus for the year in which the date of termination occurs (prorated for the portion of the year through the date of termination), (ii) a monthly cash payment equal to the Company's contribution towards health insurance for up to 12 months after the date of termination, and (iii) full accelerated vesting of all outstanding and unvested stock options and other stock-based awards held by such participant, with any performance conditions of such awards being deemed satisfied at the target levels specified in the applicable award agreements. The contemplated merger would constitute a change in control under the Severance Plan. Pursuant to the terms of the Severance Plan, if the payments or benefits payable to a participant pursuant to the plan or otherwise would be subject to the excise tax imposed under Section 4999 of the Code, those payments or benefits will be reduced if such reduction would result in a higher net after-tax benefit to the participant.

        Assuming that each of the executive officers is terminated by us without "cause" or, other than with respect to Mr. Brown, resigns for "good reason" immediately following the effective time of the merger (which for these purposes is assumed to be March 31, 2020), then the value of the estimated

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payments and benefits under Mr. Ibarguen's employment agreement, Mr. Brown's offer letter, and the Severance Plan, as applicable, for each individual would be:

Name
  Value
of Cash
Severance
($) (1)
  Value of
Contribution for
Health Benefits
($) (2)
  Value of
Acceleration of
Equity ($) (3)
  Total ($)  

Anthony Ibarguen

    1,787,022     48,192     1,374,024     3,209,238  

Lee Muller

    468,593     17,084     728,173     1,213,850  

Douglas Brown

    450,000         1,683,642     2,133,642  

Olaf Krohg

    449,863     599     447,792     898,254  

Brian Miller

    468,593     24,096     454,440     947,129  

(1)
The value of cash severance includes: with respect to Mr. Ibarguen, the sum of (a) two times base salary and target bonus and (b) prorated target bonus based on the assumed termination date; with respect to Mr. Brown, 12 months of base salary; and, with respect to the other executive officers, the sum of (a) base salary and target bonus and (b) prorated target bonus based on the assumed termination date. These amounts assume that each of the executive officers' base salary rate and annual target bonus remain unchanged from those in place as of January 15, 2020.

(2)
The value of the Company's contribution for health benefits includes: estimated contributions towards the executive officers' health insurance for 12 months (24 months for Mr. Ibarguen) based on current participation levels and premium rates.

(3)
The value of full acceleration of equity is in part duplicative of the valuation of equity-based awards for the executive officers detailed above in the section entitled "—Equity Based Awards." The values were determined using the merger consideration of $27.10 per share.

        Indemnification and Insurance.    Pursuant to the terms of the merger agreement, the Company's directors and executive officers will be entitled to certain ongoing indemnification and coverage under directors' and officers' liability insurance policies. See "The Merger Agreement—Other Covenants and Agreements—Indemnification of Directors and Officers; Insurance" for a description of such ongoing indemnification and insurance coverage obligations.

Material U.S. Federal Income Tax Consequences of the Merger

        The following is a general discussion of the material U.S. federal income tax consequences of the merger to holders of ordinary shares whose shares are exchanged for cash pursuant to the merger. This discussion does not address U.S. federal income tax consequences with respect to non-U.S. holders except to the extent specifically described below. This discussion is based on the provisions of the Code, applicable U.S. Treasury regulations, judicial opinions, and administrative rulings and published positions of the Internal Revenue Service, each as in effect as of the date of this proxy statement. These authorities are subject to change, possibly on a retroactive basis, and any such change could affect the accuracy of the statements and conclusions set forth in this discussion. This discussion does not address the 3.8% Medicare tax on certain net investment income, nor does it address the alternative minimum tax or any tax considerations under state, local or foreign laws or U.S. federal laws other than those pertaining to the U.S. federal income tax. This discussion is not binding on the Internal Revenue Service or the courts and, therefore, could be subject to challenge, which could be sustained. No ruling is intended to be sought from the Internal Revenue Service with respect to the merger.

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        For purposes of this discussion, the term "U.S. holder" means a beneficial owner of ordinary shares that is for U.S. federal income tax purposes:

    a citizen or individual resident of the United States;

    a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States, any state thereof, or the District of Columbia;

    a trust if (1) a court within the United States is able to exercise primary supervision over the trust's administration and one or more U.S. persons are authorized to control all substantial decisions of the trust, or (2) has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a U.S. person; or

    an estate the income of which is subject to U.S. federal income tax regardless of its source.

        For purposes of this discussion, a "non-U.S. holder" is a beneficial owner of ordinary shares, other than a partnership or other entity taxable as a partnership for U.S. federal income tax purposes, that is not a U.S. holder.

        This discussion applies only to U.S. holders of ordinary shares who hold such shares as a capital asset within the meaning of Section 1221 of the Code (generally, property held for investment). Further, this discussion does not purport to consider all aspects of U.S. federal income taxation that may be relevant to a U.S. holder in light of its particular circumstances, or that may apply to a U.S. holder that is subject to special treatment under the U.S. federal income tax laws (including, for example, insurance companies, controlled foreign corporations, passive foreign investment companies, dealers or brokers in securities or foreign currencies, traders in securities who elect the mark-to-market method of accounting, holders subject to the alternative minimum tax, U.S. holders that have a functional currency other than the U.S. dollar, U.S. holders who own (directly, indirectly, or constructively) 10% or more of the total outstanding ordinary shares, tax-exempt organizations, banks and certain other financial institutions, mutual funds, certain expatriates, partnerships, S corporations, or other pass-through entities or investors in partnerships or such other entities, U.S. holders who hold ordinary shares as part of a hedge, straddle, constructive sale or conversion transaction, U.S. holders who will hold, directly or indirectly, an equity interest in the surviving company, and U.S. holders who acquired their ordinary shares through the exercise of employee stock options or other compensation arrangements).

        If a partnership (including for this purpose any entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds ordinary shares, the tax treatment of a partner in such partnership will generally depend on the status of the partners and the activities of the partnership. If you are a partner of a partnership holding ordinary shares, you should consult your tax advisor.

        Holders of ordinary shares are urged to consult their own tax advisors to determine the particular tax consequences to them of the merger, including the applicability and effect of the alternative minimum tax, and any state, local, foreign or other tax laws.

        Passive Foreign Investment Company Considerations.    A non-U.S. corporation, such as the Company, will be a "passive foreign investment company," or a "PFIC," for U.S. federal income tax purposes, if, in the case of any particular taxable year, either (i) 75% or more of its gross income for such year consists of certain types of "passive" income or (ii) 50% or more of the average quarterly fair market value of its assets during such year produce or are held for the production of passive income. The Company will be treated as owning a proportionate share of the assets and earning a proportionate share of the income of any other corporation in which it owns, directly or indirectly, more than 25% (by value) of the stock.

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        Based upon the current and expected composition of its income and assets, the Company does not presently expect to be a PFIC for the current taxable year. However, because the PFIC status for any taxable year is a factual determination that can be made only after the close of a taxable year, there can be no assurance that the Company will not be a PFIC for the current taxable year or any future taxable year.

        If the Company is a PFIC for any taxable year during which you own ordinary shares, you will generally be subject to special tax rules with respect to any "excess distribution" received and any gain realized from a sale or other disposition, including a pledge, of ordinary shares. Any distributions received in a taxable year that are greater than 125% of the average annual distributions received during the shorter of the three preceding taxable years or your holding period for the ordinary shares will be treated as excess distributions. Under these special tax rules:

    the excess distribution or gain will be allocated ratably over your holding period for the ordinary shares;

    the amount allocated to the current taxable year, and any taxable year in your holding period prior to the first taxable year in which the Company was a PFIC, will be taxed as ordinary income; and

    the amount allocated to each other taxable year will be subject to tax at the highest tax rate in effect for that taxable year for individuals or corporations, as appropriate, and the interest charge generally applicable to underpayments of tax will be imposed on the resulting tax attributable to each such taxable year.

        The tax liability for amounts allocated to years prior to the year of disposition or "excess distribution" cannot be offset by any net operating losses for such years, and gains (but not losses) realized on the sale of the ordinary shares cannot be treated as capital, even if you hold the ordinary shares as capital assets.

        Certain elections may be available that would result in alternative treatments (such as mark-to-market treatment of the shares). The Company does not intend to provide the information necessary for U.S. holders of ordinary shares to make qualified electing fund elections, which, if available, would result in tax treatment different from the general tax treatment for an investment in a PFIC described above.

        If the Company is a PFIC for any year during which you hold ordinary shares, it will generally continue to be treated as a PFIC for all succeeding years during which you hold such ordinary shares, even if it ceases to meet the threshold requirements for PFIC status (unless you elect to recognize gain as if you had sold your ordinary shares as of the last day of the last taxable year for which the Company was a PFIC). You will generally be required to file Internal Revenue Service Form 8621 if you own ordinary shares in any taxable year in which the Company is a PFIC.

        The remainder of this discussion assumes that the Company has not been, is not, and will not be or become a PFIC for U.S. federal income tax purposes.

        Consequences to U.S. Holders.    The receipt of cash by U.S. holders in exchange for ordinary shares pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes and may also be a taxable transaction under applicable state, local, foreign and other tax laws. In general, for U.S. federal income tax purposes, a U.S. holder who receives cash in exchange for ordinary shares pursuant to the merger will recognize gain or loss in an amount equal to the difference, if any, between (1) the amount of cash received and (2) the U.S. holder's adjusted tax basis in such shares.

        If a U.S. holder's holding period in the shares of ordinary shares surrendered in the merger is greater than one year as of the date of the merger, the gain or loss will generally be long-term capital gain or loss. Long-term capital gains of certain non-corporate holders, including individuals, are

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generally subject to U.S. federal income tax at preferential rates. If a U.S. holder's holding period in the ordinary shares surrendered in the merger is one year or less as of the date of the merger, the gain or loss will be short-term capital gain or loss, with any short-term capital gain generally subject to tax at rates as high as the rates applicable to ordinary income. The deductibility of a capital loss recognized on the exchange is subject to limitations. If a U.S. holder acquired different blocks of ordinary shares at different times and different prices, such U.S. holder must determine its adjusted tax basis and holding period separately with respect to each block of ordinary shares.

        Consequences to Non-U.S. Holders.    A non-U.S. holder whose ordinary shares are converted into the right to receive cash in the merger generally will not be subject to U.S. federal income taxation unless:

    gain resulting from the merger is effectively connected with the non-U.S. holder's conduct of a U.S. trade or business (and, if required by any applicable income tax treaty, is attributable to a United States permanent establishment of the non-U.S. holder);

    the non-U.S. holder is an individual who is present in the United States for 183 days or more in the individual's taxable year in which the merger occurs and certain other conditions are satisfied; or

    the Company is or has been a U.S. real property holding corporation (such corporation is referred to as a "USRPHC") as defined in Section 897 of the Code at any time within the five-year period preceding the merger, the non-U.S. holder owned more than five percent of the ordinary shares at any time within that five-year period, and certain other conditions are satisfied. The Company believes that, as of the effective date of the merger, it will not have been a USRPHC at any time within the five-year period ending on the date thereof.

        Any gain recognized by a non-U.S. holder described in the first bullet above generally will be subject to U.S. federal income tax on a net income basis at regular graduated U.S. federal income tax rates in the same manner as if such holder were a "U.S. person" as defined under the Code. A non-U.S. holder that is a corporation may also be subject to an additional "branch profits tax" at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty) on after-tax profits effectively connected with a U.S. trade or business to the extent that such after-tax profits are not reinvested and maintained in the U.S. business.

        Gain described in the second bullet above generally will be subject to U.S. federal income tax at a flat 30% rate, but may be offset by certain U.S. source capital losses, if any, of the non-U.S. holder.

        Information Reporting and Backup Withholding.    Payments made in exchange for ordinary shares pursuant to the merger may be subject, under certain circumstances, to information reporting and backup withholding (currently at a rate of 24%). To avoid backup withholding, a U.S. holder that does not otherwise establish an exemption should complete and return Internal Revenue Service Form W-9, certifying that such U.S. holder is a U.S. person, the taxpayer identification number provided is correct and such U.S. holder is not subject to backup withholding. In general, a non-U.S. holder will not be subject to U.S. federal backup withholding and information reporting with respect to cash payments to the non-U.S. holder pursuant to the merger if the non-U.S. holder has provided an Internal Revenue Service Form W-8BEN or Internal Revenue Service Form W-8BEN-E, as applicable (or an Internal Revenue Service Form W-8ECI if the non-U.S. holder's gain is effectively connected with the conduct of a U.S. trade or business).

        Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be refunded or credited against a holder's U.S. federal income tax liability, if any, provided that such holder furnishes the required information to the Internal Revenue Service in a timely manner.

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        This summary of the material U.S. federal income tax consequences is for general information purposes only and is not tax advice. Holders of ordinary shares should consult their tax advisors as to the specific tax consequences to them of the merger, including the applicability and effect of the alternative minimum tax and the effect of any federal, state, local, foreign and other tax laws.

Regulatory Approvals

        Under the HSR Act and the rules that have been promulgated thereunder by the FTC, certain transactions may not be consummated unless information has been furnished to the Antitrust Division and the FTC and certain waiting period requirements have been satisfied. The merger is subject to these requirements and may not be completed until the expiration of a 30-day waiting period following the filing of the required Notification and Report Forms with the Antitrust Division and the FTC or until early termination is granted. If the FTC or the Antitrust Division makes a request for additional information or documentary material related to the merger (a "second request"), the waiting period with respect to the merger will be extended for an additional period of 30 calendar days, which will begin on the date on which the Company and Parent each certify compliance with the second request. On January 15, 2020, the Company and Parent filed their respective Notification and Report Forms with the Antitrust Division and the FTC. The 30-day waiting period with respect to the merger, which cannot expire on a Saturday, Sunday or a U.S. federal holiday, is expected to expire at 11:59 p.m. Eastern Time on February 14, 2020 unless the FTC and the Antitrust Division earlier terminate the waiting period or issue a second request.

        At any time before or after the effective time of the merger, the Antitrust Division, the FTC or other applicable regulatory authorities could take action under the antitrust laws, including seeking to prevent the merger, to rescind the merger or to conditionally approve the merger upon the divestiture of assets of the Company or Parent or subject to regulatory conditions or other remedies. In addition, U.S. state attorneys general could take action under the antitrust laws as they deem necessary or desirable in the public interest, including, without limitation, seeking to enjoin the completion of the merger or permitting completion subject to regulatory conditions. Private parties may also seek to take legal action under the antitrust laws under some circumstances. There can be no assurance that a challenge to the merger on antitrust grounds will not be made or, if such a challenge is made, that it would not be successful.

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THE MERGER AGREEMENT

        The following is a summary of the material provisions of the merger agreement, a copy of which is attached to this proxy statement as Annex A, and is incorporated by reference into this proxy statement. This summary may not contain all of the information about the merger agreement that is important to you. We encourage you to read carefully the merger agreement in its entirety, as the rights and obligations of the parties thereto are governed by the express terms of the merger agreement and not by this summary or any other information contained in this proxy statement.

The Merger

        The merger agreement provides that, subject to the terms and conditions of the merger agreement and in accordance with the BVI Act, at the effective time of the merger, Merger Sub will be merged with and into the Company and, as a result of the merger, the separate corporate existence of Merger Sub will cease and the Company will continue as the surviving company and become a subsidiary of Parent. As the surviving company, the Company will possess the rights, powers, privileges, immunities and franchises and be subject to all of the obligations, liabilities, restrictions and disabilities of the Company and Merger Sub, all as provided under the BVI Act.

        The closing of the merger will occur on the date as soon as practicable but in any event no later than three business days after all of the conditions set forth in the merger agreement and described under "—Conditions to the Merger" are satisfied or waived, to the extent permitted under the merger agreement, or at such other time as agreed to in writing by the parties unless the merger agreement has been terminated pursuant to its terms. Unless otherwise agreed by Parent, the closing shall not occur prior to March 31, 2020, as may be extended in accordance with the merger agreement.

        The merger will become effective when the articles of merger have been duly registered with the Registrar of Corporate Affairs of the British Virgin Islands or at a later time as agreed to by the parties and specified in the articles of merger. The merger is expected to be completed in early April 2020. However, the parties cannot predict the exact timing of the completion of the merger or whether the merger will be completed at an earlier or later time, as agreed by the parties, or at all.

Effect of the Merger on Capital Stock

        At the effective time of the merger, each ordinary share outstanding immediately prior to the effective time of the merger, other than shares held by AquaVenture in treasury, or owned by Parent or Merger Sub or held by shareholders who are entitled to dissent and who properly exercise dissenter's rights in accordance with the BVI Act, will be converted automatically into and represent the right to receive $27.10 in cash, without interest and less any applicable withholding taxes.

        At the effective time of the merger, each share that is owned directly by the Company (or any direct or indirect subsidiary of the Company), Parent or Merger Sub immediately prior to the effective time of the merger will be cancelled and will cease to exist (such shares are referred to as the "excluded shares") and no consideration will be delivered in exchange for such cancellation.

        At the effective time of the merger, each ordinary share of Merger Sub issued and outstanding immediately prior to the effective time of the merger will be converted into and become one validly issued, fully paid and nonassessable ordinary share of the surviving company and will constitute the only outstanding ordinary shares of the surviving company.

Treatment of Company Equity Awards

        Company Stock Options.    At the effective time, each Company stock option, whether vested or unvested, that is outstanding immediately prior to the effective time, will be cancelled and automatically exchanged for the right to receive an amount in cash (without interest and less any applicable tax

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withholdings) equal to the excess, if any, of $27.10 over the per share exercise price of such Company stock option, with the aggregate amount of such payment rounded down to the nearest cent.

        Restricted Share Unit Awards.    At the effective time, each outstanding Company RSU, whether vested or unvested, that is outstanding immediately prior to the effective time, will vest in full and will be cancelled in exchange for the right to receive an amount in cash (without interest and less any applicable tax withholdings) equal to $27.10, with the aggregate amount of such payment rounded up to the nearest cent.

        Phantom Unit Awards.    At the effective time, each Company phantom unit, whether vested or unvested, that is outstanding immediately prior to the effective time, will vest in full and will be cancelled in exchange for the right to receive an amount in cash (without interest and less any applicable tax withholdings) equal to $27.10, with the aggregate amount of such payment rounded up to the nearest cent.

Treatment of the Company's ESPP

        Under the merger agreement, following the date of the merger agreement, no new offerings shall commence under the AquaVenture Holdings Limited 2016 Employee Share Purchase Plan (the "ESPP"), no new participants may join the ESPP and no existing participants may increase their rate of contribution or make separate non-payroll contributions to the ESPP. The last day of the offering in effect, as of the date of the merger agreement, was December 31, 2019 and, accordingly, no new offering commenced as of January 1, 2020. The Company will take action to terminate the ESPP as of the effective time, subject to completion of the merger.

Payment for the Ordinary Shares and Equity Awards in the Merger

        At or prior to the effective time of the merger, Parent will deposit, or cause to be deposited, with [·], who shall act as paying agent in the merger, in trust for the benefit of the holders of the ordinary shares (other than the excluded shares), sufficient cash to pay to the holders of the ordinary shares the merger consideration of $27.10 per share. Promptly after the effective time of the merger, and after receipt by the paying agent from the Company's transfer agent of all information reasonably necessary to enable the mailing, the paying agent is required to mail to each record holder of ordinary shares that were converted into the merger consideration a letter of transmittal and instructions for use in effecting the surrender of certificates, if any, that formerly represented ordinary shares in exchange for the merger consideration (less any applicable withholding taxes). The paying agent will deliver the merger consideration to each holder of uncertificated or book-entry ordinary shares upon receipt of an "agent's message" by the paying agent or such other evidence of transfer as the paying agent may reasonably request.

        Unless otherwise agreed to in writing prior to the effective time of the merger by Parent and the holder thereof, the surviving company will pay to each holder of Company equity awards, the cash amounts described above under "—Treatment of Company Equity Awards" no later than the third business day following the effective time of the merger.

Representations and Warranties

        The merger agreement contains representations and warranties that: (1) were made only for purposes of the merger agreement and as of specific dates; (2) were solely for the benefit of the parties to the merger agreement; (3) may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the merger agreement instead of establishing these matters as facts; and (4) may be subject to standards of materiality applicable to the parties that differ from those applicable to investors. AquaVenture's shareholders and other investors are not third-party beneficiaries under the merger agreement and should not rely on the

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representations and warranties or any description of such representations and warranties as characterizations of the actual state of facts or condition of AquaVenture or any of its subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may have changed after the date of the merger agreement, which subsequent information may or may not be fully reflected in public disclosures by AquaVenture.

        The merger agreement contains representations and warranties of each of the Company and of Parent and Merger Sub as to, among other things:

    corporate organization, existence, good standing and authority to carry on its business as presently conducted, including, as to the Company, with respect to its subsidiaries;

    corporate power and authority to enter into the merger agreement and to consummate the transactions contemplated by the merger agreement;

    required regulatory filings and authorizations, consents or approvals of governmental entities;

    the absence of certain violations, defaults or consent requirements under certain contracts, organizational documents and law, in each case arising out of the execution and delivery of, and consummation of the transactions contemplated by, the merger agreement;

    the absence of certain litigation, orders and judgments and governmental proceedings and investigations related to Parent and Merger Sub or the Company, as applicable; and

    the absence of any fees owed to investment bankers or brokers in connection with the merger, other than those specified in the merger agreement.

        The merger agreement also contains representations and warranties of the Company as to, among other things:

    the capitalization of the Company, including the Company's equity awards, and the absence of certain rights to purchase or acquire equity securities of the Company or any of its subsidiaries, the absence of any bonds or other obligations allowing holders the right to vote with shareholders of the Company, the absence of shareholder agreements or voting trusts to which the Company or any of its subsidiaries is a party and the absence of certain debt;

    the accuracy of the Company's filings with the SEC and the financial statements included in the SEC filings;

    the implementation and maintenance of disclosure controls and internal controls over financial reporting and the absence of certain claims, complaints or allegations with respect to such controls;

    the absence of certain undisclosed liabilities of the Company and its subsidiaries;

    compliance with laws and possession of necessary permits and authorizations by the Company and its subsidiaries;

    the Company's employee benefit plans and other agreements with its employees;

    employee and labor matters related to the Company and its subsidiaries;

    conduct of the Company's business and the absence of certain changes between September 30, 2019 and December 23, 2019;

    the payment of taxes, the filing of tax returns and other tax matters related to the Company and its subsidiaries;

    ownership of, or rights with respect to, certain intellectual property used by the Company and its subsidiaries;

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    privacy and security matters, including policies of the Company and its subsidiaries;

    real property owned or leased by the Company and its subsidiaries;

    the receipt by the special committee of a fairness opinion from each of its financial advisors;

    the vote of shareholders required to adopt the merger agreement; and

    certain material contracts of the Company and its subsidiaries.

        The merger agreement also contains representations and warranties of Parent and Merger Sub as to, among other things:

    the financing that has been committed in connection with the merger;

    Parent's ownership of Merger Sub and the absence of any previous conduct of business by Merger Sub other than in connection with the transactions contemplated by the merger agreement; and

    the solvency of the surviving company immediately after giving effect to the transactions contemplated by the merger agreement.

        Some of the representations and warranties in the merger agreement are qualified by materiality qualifications or a "Company material adverse effect" or a "Parent material adverse effect" standard (that is, they will not be deemed to be untrue or incorrect unless their failure to be true or correct, individually or in the aggregate, would, as the case may be, be material or have a material adverse effect on the Company or Parent).

        For purposes of the merger agreement, a "material adverse effect" on the Company means any fact, change, effect, event or occurrence that, individually or in the aggregate, would, or would reasonably be expected to (a) materially and adversely affect the business or results of operations, assets or condition (financial or otherwise) of the Company and its subsidiaries, taken as a whole, or (b) prevent, materially impede or materially delay the performance by the Company of its obligations under the merger agreement or the consummation by the Company of the transactions contemplated by the merger agreement. However, the standard of "material adverse effect" on the Company excludes any adverse effect resulting from or arising out of:

    any national, international, or regional economic, financial, social or political conditions (including changes therein) in general, including the results of elections, trade disputes or the imposition of trade restrictions, tariffs or similar taxes;

    changes in any financial, credit, capital or securities markets or conditions in the United States or any other country or region in the world, or changes therein, including any suspension of trading in securities (whether equity, debt, derivative or hybrid securities) generally on any securities exchange or over-the-counter market operating in the United States or any other country or region in the world;

    changes in interest, currency or exchange rates or the price of any commodity, security or market index;

    changes in legal or regulatory conditions, including changes or proposed changes in law, GAAP or other accounting principles or requirements, or in standards, guidance, interpretations or enforcement thereof;

    any change in the market price or trading volume or ratings of any securities of the Company, or any failure of the Company to meet any internal or public projections, forecasts, guidance, budgets, predictions or estimates of, or relating to, the Company or any of its Subsidiaries for any period (in each case, the underlying causes of such change or failure may, if they are not

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      otherwise specifically excluded from the definition of "material adverse effect" pursuant to the provision, be taken into account in determining whether a "material adverse effect" has occurred);

    the occurrence, escalation, outbreak or worsening of any hostilities, war, police action, acts of terrorism, sabotage or military conflicts, whether or not pursuant to the declaration of an emergency or war;

    the occurrence of any force majeure events, including any earthquakes, floods, hurricanes, tropical storms, fires or other natural or manmade disasters, any epidemic, pandemic or other similar outbreak (including any non-human epidemic, pandemic or other similar outbreak) or any other national, international or regional calamity;

    the execution or announcement of the merger agreement, including the impact thereof on the relationships, contractual or otherwise, of the Company with employees, customers, investors, contractors, lenders, suppliers, vendors, partners, licensors, licensees, payors, governmental entities or other third parties related thereto (it being understood and agreed that this clause shall not apply with respect to any representation or warranty the purpose of which is to address the consequences of the execution and delivery of the merger agreement or the consummation of the transaction contemplated thereby, or the identity of Parent or any of its affiliates as the acquiror of the Company);

    any action taken at the written request of Parent after the date of the merger agreement;

    any demand or action for appraisal of the fair value of ordinary shares pursuant to the BVI Act in connection with the merger;

    any actual or potential sequester, stoppage, shutdown, default or similar event or occurrence by or involving any governmental entity in the United States affecting a national or federal government as a whole;

    any matters fully disclosed, including the consequences thereof, in the Company's disclosure schedules to the merger agreement (other than matters included in such disclosure schedules in response to listing requirements); and

    changes in general conditions in an industry in which the Company and its Subsidiaries operate or in any specific jurisdiction or geographical area in the United States or elsewhere in the world;

provided that, with respect to the first, second, third, fourth, sixth and seventh bullets immediately above, any such facts, changes, effects, events or occurrences shall be taken into account to the extent they, individually or in the aggregate, disproportionately affect the Company or its subsidiaries, taken as a whole, compared to other similarly situated companies in the industry in which the Company operates (in which case, only the incremental disproportionate impact or impacts may be taken into account in determining whether there has been, or would be reasonably be expected to be, a material adverse effect).

        For the purpose of the merger agreement, a "Parent material adverse effect" means any event, change, circumstance, occurrence, effect or state of facts that materially impairs, or prevents or materially delays, the ability of Parent and Merger Sub to consummate the merger and the other transactions contemplated by the merger agreement.

Conduct of Business Pending the Merger

        Except for matters permitted or contemplated by the merger agreement or agreed to in writing by Parent, from the date of the merger agreement until the effective time of the merger, the Company

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will, and will cause each of its subsidiaries to, conduct its business in the ordinary course, consistent with past practice, and use its commercially reasonable efforts to preserve its current business organization in all material respects.

        In addition, except as expressly permitted or contemplated by the merger agreement or agreed to in writing by Parent, the Company will not, nor will it permit its subsidiaries to:

    amend or otherwise change its memorandum and articles of organization, certificate of incorporation or bylaws or any similar governing instruments;

    issue, deliver, sell, pledge, dispose of or encumber any of its ordinary shares, ownership interests or other voting securities, or any options, warrants, convertible securities or other rights to acquire any of its ordinary shares, ownership interests or other voting securities, except for the issuance of ordinary shares upon the exercise of Company stock options in accordance with the terms thereof, the settlement of Company RSUs or Company phantom units or under the ESPP in accordance with the terms of the ESPP and the issuance of shares by a wholly-owned subsidiary of the Company to the Company or another wholly-owned subsidiary of the Company;

    declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its ordinary shares, except for any dividend or distribution by a subsidiary of the Company to the Company or another subsidiary of the Company;

    reclassify, combine, split, subdivide, redeem, purchase or otherwise acquire any ordinary shares of the Company, other than in connection with a cashless or net exercise of Company stock options or in order to pay taxes in connection with the vesting or exercise of any other equity awards;

    (1) acquire (whether by merger, consolidation or acquisition of stock or assets or otherwise) any corporation, partnership or other business organization or division thereof or any assets, in each case, having a purchase price in excess of $2,500,000 individually, other than purchases of inventory and other assets in the ordinary course of business or pursuant to existing contracts, or (2) sell or otherwise dispose of (whether by merger, consolidation or acquisition of stock or assets or otherwise) any corporation, partnership or other business organization or division thereof or any assets, in each case, having a purchase price in excess of $2,500,000 individually, other than sales or dispositions of inventory and other assets in the ordinary course of business or pursuant to existing contracts;

    other than in the ordinary course of business, enter into, terminate, waive any right under or amend in any material respect any material contract or any contract which if entered into prior to the date of the merger agreement would be a material contract;

    mortgage, pledge or subject to any material lien or security interest (other than certain permitted liens) any material asset of the Company or any of its subsidiaries to secure indebtedness for borrowed money;

    make any capital expenditures in excess of $1,000,000 per month in the aggregate, other than capital expenditures in accordance with the Company's budget provided to Parent in connection with the execution of the merger agreement;

    (1) other than for borrowings under the Company's revolving credit facility and other incurrences of indebtedness in the ordinary course of business, incur, assume or otherwise become liable for any indebtedness for borrowed money, or amend or modify in any material respect or refinance any indebtedness for borrowed money, or (2) make any loans, advances (other than travel advances to employees in the ordinary course of business) or capital

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      contributions to, or investments in, any other person, other than the Company or any direct or indirect wholly-owned subsidiary of the Company;

    except as required by applicable law or an existing contract or Company plan, (1) increase the compensation or benefits of any current or former employees, directors, officers or independent contractors, (2) grant any transaction bonus, retention, severance or termination pay to any current or former employee, director, officer or independent contractor, (3) enter into any employment, consulting or severance agreement or arrangement with any of its directors or officers, or any of its employees or independent contractors at the level of vice-president and above, (4) establish, adopt, enter into or amend in any material respect or terminate any Company plan (or any arrangement that would be a Company plan if it were in existence on the date of the merger agreement); (5) grant any equity or equity-based awards; or (6) hire, promote or terminate (other than for cause) any officer or employee at the level of vice-president and above;

    make any material change in any accounting principles, except as may be required by law or GAAP or any official interpretations thereof;

    settle or compromise (or amend a settlement or compromise of) any legal actions in excess of $250,000, net of insurance, or claims for equitable relief;

    other than as required by applicable law, (1) make, change or revoke any material tax election; (2) amend any tax return with respect to any material tax; (3) change any annual tax accounting period or adopt or change any material method of tax accounting; (4) surrender any right to claim a material tax refund; (5) enter into any closing agreement relating to any material tax, including pursuant to Section 7121 of the Internal Revenue Code (or any similar provision of state, local or foreign law); or (6) incur a material tax liability outside the ordinary course or business;

    adopt or enter into a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization;

    sell, assign, transfer, license, sublicense, covenant not to sue with respect to or otherwise dispose of any intellectual property (other than non-exclusive licenses of intellectual property granted in the ordinary course of business consistent with past practice); or

    commit to take any of the actions described above.

Other Covenants and Agreements

        Access and Information.    From the date of the merger agreement until the closing date, upon reasonable notice, the Company will afford Parent and its representatives reasonable access to the properties, assets, offices, facilities, books and records of the Company and its subsidiaries and will furnish Parent and the Lenders with such financial, operating and other data and information relating to the Company and its subsidiaries as Parent may reasonably request; provided, however, that any such access or furnishing of information will be conducted at Parent's expense, during normal business hours, under the supervision of the Company's personnel and in a manner as not to unreasonably interfere with the normal operations of the Company and its subsidiaries. The Company and its subsidiaries will not be required to disclose any information to Parent or its representatives or the Lenders if such disclosure would jeopardize any attorney-client or other legal privilege, or contravene any law or contract; provided, that the Company will use its commercially reasonable efforts to provide such access or make such disclosure in a manner that does not jeopardize any attorney-client or other legal privilege, or contravene any law or contract.

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        Prior to the closing of the merger, Parent shall not and shall cause its affiliates and its and their representatives and the Lenders not to use any information obtained pursuant to the above for any purpose unrelated to the merger and the transactions contemplated by the merger agreement. Without the Company's prior written consent, Parent and Merger Sub cannot, and shall cause their respective representatives not to, contact any partner, licensor, customer or supplier of the Company in connection with the merger or any of the transactions contemplated by the merger agreement.

        No Solicitation; Intervening Event.    Upon execution of the merger agreement, the Company and its subsidiaries and its and their respective directors, officers and employees shall immediately cease all discussions and negotiations with any person or group that may be ongoing with respect to any acquisition proposal, and the Company may not, and must cause its subsidiaries and its and their respective representatives not to, among other things:

    initiate, solicit, induce or knowingly facilitate, encourage or assist any inquiry or the making, submission or announcement of any acquisition proposal or acquisition inquiry or the making of any proposal or offer that could reasonably be expected to lead to an acquisition proposal or acquisition inquiry;

    engage in, enter into, continue or otherwise participate in any discussion or negotiation regarding, or furnish or otherwise provide access to any non-public information regarding the Company or its subsidiaries in connection with or in response to any acquisition proposal or acquisition inquiry; or

    otherwise cooperate with, knowingly assist, participate in or knowingly facilitate any effort or attempt to make any acquisition proposal or acquisition inquiry.

        Notwithstanding the restrictions described above, if prior to the adoption of the merger agreement by AquaVenture's shareholders, the Company receives a bona fide written acquisition proposal from any person that was unsolicited (and not withdrawn) and such acquisition proposal did not result from a breach of the provisions relating to the non-solicitation in the merger agreement, the Company and its representatives may provide non-public information concerning the Company and its subsidiaries in response to a request therefor by such person if prior to furnishing any such non-public information to, or entering into discussions or negotiations with, such person if:

    the board of directors (and, if a special committee has been formed, acting upon the recommendation of such special committee to take such action) determines in good faith (after consultation with its financial advisors and its outside legal counsel) that such acquisition proposal constitutes, or could reasonably be expected to lead to, a superior proposal;

    the board of directors (and, if a special committee has been formed, acting upon the recommendation of such special committee to take such action) determines in good faith (after consultation with its outside legal counsel) that the failure to take such action would be inconsistent with the fiduciary duties of the board of directors under applicable law;

    the Company gives Parent written notice of the identity of such person and of the Company's intention to furnish non-public information to, or enter into discussions or negotiations with, such person;

    the Company receives from such person, and delivers to Parent a copy of, any executed confidentiality agreement with customary limitations on the use and disclosure of all non-public written and oral information furnished to such person and other provisions not materially less favorable to the Company in the aggregate than the provisions of the confidentiality agreement between Parent and the Company; and

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    the Company substantially concurrently with the furnishing of such non-public information to such person, also furnishes such non-public information to Parent to the extent it has not been previously provided.

        The Company is required to promptly (and in any event within 48 hours) advise Parent in writing of the receipt of any acquisition proposal or acquisition inquiry, including the identity of the person making or submitting such acquisition proposal or acquisition inquiry, provide Parent with a copy of the applicable acquisition proposal (or, if oral, a summary of its terms) and all material documents received by the Company setting forth the material terms and conditions of such acquisition proposal or acquisition inquiry. The Company shall keep Parent reasonably informed in all material respects on a reasonably current basis of the status and material developments, discussions or negotiations regarding any such acquisition proposal or acquisition inquiry and promptly (and in any event within 48 hours) provide Parent with a copy of material documentation and material terms and conditions relating to such acquisition proposal or acquisition inquiry.

        Further, neither the board of directors nor any committee thereof may:

    withhold, withdraw or modify in any manner adverse to Parent the recommendation that AquaVenture's shareholders vote to adopt the merger agreement;

    recommend the approval, acceptance or adoption or, or approve, recommend or adopt, any acquisition proposal;

    approve or recommend or cause the Company or any of its subsidiaries to execute or enter into any letter of intent, memorandum of understanding, agreement in principal, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other analogous agreement or contract constituting, or which provides for, contemplates or is intended or would reasonably be expected to result directly or indirectly in, an acquisition transaction;

    resolve, agree in writing or publicly propose to take any of the actions referred to above; or

    permit the taking of any of the above by the Company or the board of directors or a committee thereof, as applicable.

        Notwithstanding the restrictions described above, at any time prior to obtaining the required vote of shareholders to adopt the merger agreement, the board of directors (or, if a special committee shall have been formed, acting upon the recommendation of such special committee to take such action) may (1) make an adverse recommendation change in response to either a superior proposal or an intervening event, or (2) solely in response to a superior proposal, cause the Company to terminate the merger agreement and concurrently enter into an alternative acquisition agreement. The board of directors may not make an adverse recommendation change or terminate the merger agreement in response to a superior proposal unless:

    the Company receives an unsolicited, bona fide, written acquisition proposal that is made to the Company and not withdrawn and such acquisition proposal did not result from a material breach of the non-solicitation provisions of the merger agreement;

    the Company provides Parent, at least 24 hours (or such shorter notice period provided to the members of the board of directors or, if applicable, the special committee) prior to any meeting of the board of directors (or, if applicable, the special committee) at which the board of directors (or, if applicable, the special committee) will consider and determine whether such acquisition proposal is a superior offer, with a written notice specifying the date and time of such meeting, the material terms and conditions of the acquisition proposal that is the basis of the potential action by the board of directors (or, if applicable, the special committee) (including a draft of any contract relating to such acquisition proposal) and the identity of the person making such acquisition proposal;

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    the board of directors (or, if applicable, the special committee) determines in good faith, after having consulted with its financial advisors and outside legal counsel, that such acquisition proposal constitutes a superior proposal;

    the board of directors (or, if applicable, the special committee) determines in good faith, after having consulted with its financial advisors and outside legal counsel, that, in light of such superior proposal, the failure to effect an adverse recommendation change would be inconsistent with the fiduciary obligations of the board of directors under applicable law;

    no less than four calendar days prior to effecting an adverse recommendation change, the Company delivers to Parent in writing a notice containing the information required under the merger agreement;

    throughout the period between the delivery of the adverse recommendation change notice and any adverse recommendation change, the Company engages (to the extent requested by Parent) in good faith negotiations with Parent to amend the merger agreement or enter into an alternative transaction with Parent; and

    at the time of the adverse recommendation change, the board of directors (or, if applicable, the special committee) determines in good faith, after consulting with its financial advisors and outside legal counsel, that the failure to make an adverse recommendation change would be inconsistent with the fiduciary obligations of the board of directors under applicable law in light of such superior proposal (after taking into account any changes to the terms of the merger agreement that Parent irrevocably agreed in writing to make as a result of the negotiations required by the above).

        For purposes of an adverse recommendation change in response to a superior proposal, any change in the form or amount of the consideration payable in connection with a superior proposal, and any other material change to any of the terms of a superior proposal, will be deemed to be a new superior proposal, which requires a new recommendation change notice and triggers a new advance notice period pursuant to the above, however such advance notice period shall be three calendar days instead of four.

        The board of directors may not make an adverse recommendation change in response to an intervening event unless:

    the Company provides Parent, at least 48 hours prior to any meeting of the board of directors at which the board of directors will consider and determine whether such intervening event requires the board of directors to effect an adverse recommendation change, with a written notice specifying the date and time of such meeting, the reasons for holding such meeting and a reasonably detailed description of such intervening event;

    the board of directors (or, if applicable, the special committee) determines in good faith, after having consulted with its financial advisors and outside legal counsel, that, in light of such intervening event, the failure to effect an adverse recommendation change would be inconsistent with the fiduciary obligations of the board of directors under applicable law;

    no less than four calendar days prior to effecting an adverse recommendation change, the Company delivers to Parent in writing a notice containing the information required under the merger agreement;

    throughout the period between the delivery of the adverse recommendation change notice and any adverse recommendation change, the Company engages (to the extent requested by Parent) in good faith negotiations with Parent to amend the merger agreement or enter into an alternative transaction with Parent; and

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    at the time of the adverse recommendation change, the board of directors (or, if applicable, the special committee) determines in good faith, after consulting with its financial advisors and outside legal counsel, that the failure to make an adverse recommendation change would be inconsistent with the fiduciary obligations of the board of directors under applicable law in light of such intervening event (taking into account any changes to the terms of the merger agreement that Parent irrevocably agreed in writing to make as a result of the negotiations required by the above).

        The Company will ensure that an adverse recommendation change taken in response to either a superior proposal or an intervening event does not change or otherwise affect the approval of the merger agreement or the voting agreements by the board of directors or any other approval by the board of directors.

        For purposes of the merger agreement and the description of its terms contained herein:

        "Acquisition inquiry" means an inquiry, indication of interest or request for information (other than an inquiry, indication of interest or request for information made or submitted by Parent or any of its subsidiaries) that would reasonably be expected to lead to an acquisition proposal.

        "Acquisition proposal" means any proposal or offer for an acquisition transaction.

        "Acquisition transaction" means any transactions or series of transactions involving:

    a merger, reorganization, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company or any of its subsidiaries whose businesses constitute at least 15% of the net revenues or assets of the Company and its subsidiaries, taken as a whole; or

    the acquisition in any manner, directly or indirectly, of at least 15% of the equity securities or assets of the Company and its subsidiaries, taken as a whole, in each case other than the merger.

        "Intervening event" means a material event, change, circumstance, occurrence, effect or state of facts (other than an acquisition proposal) that was not known to the board of directors prior to the execution of the merger agreement (or, if known, the consequences of which were not known nor reasonably foreseeable) which event, change, circumstance, occurrence, effect or state of facts, or any consequence thereof, becomes known to the board of directors after such date; provided, however, that the receipt, existence or terms of an acquisition proposal or any matter relating thereto shall not constitute an intervening event.

        "Superior proposal" means a bona fide written acquisition proposal (substituting "80%" for each reference to "15%" in the definition of acquisition proposal) that the board of directors or any committee thereof determines in good faith:

    is reasonably likely to be consummated in accordance with its terms, taking into account all legal, financial and regulatory aspects of the proposal and the person making the proposal; and

    if consummated, would result in a transaction more favorable to AquaVenture's shareholders from a financial point of view than the merger.

        The merger agreement provides that none of its terms will be deemed to prohibit the Company or the board of directors or any committee thereof from (1) taking and disclosing to AquaVenture's shareholders a position contemplated by Rule 14d-9 and Rule 14e-2 under the Exchange Act, or making any "stop-look-and-listen" communication or similar communication of the type contemplated pursuant to Rule 14d-9 under the Exchange Act or (2) if required by applicable law, issuing a press release disclosing that the Company has received a bona fide written acquisition proposal that the board of directors has determined could reasonably be expected to lead to a superior proposal. If the Company issues such a press release and fails to expressly and publicly reaffirm the company

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recommendation in such release, the disclosure shall be deemed to be an adverse recommendation change under the terms of the merger agreement.

        Filings and Other Actions.    Pursuant to the terms of the merger agreement and in accordance with applicable law and the Company's governing documents, the Company agreed to duly set a record date for, call, give notice of, and hold a special meeting of its shareholders for the purpose of considering and taking action upon the adoption of the merger agreement. Unless the board of directors effects an adverse recommendation change, the board will make the recommendation that AquaVenture's shareholders vote to adopt the merger agreement.

        Employment and Employee Benefits Matters.    For the period commencing at the effective time and ending 12 months thereafter, Parent will cause the Company to provide any Company employee terminated during that period with 100% of the severance payments and benefits required under certain employee benefit plans and agreements as in effect on the date of the merger agreement. For the period commencing at the effective time and ending 12 months thereafter, Parent will also cause Company to maintain (i) annual salary/wage rate, annual cash bonus opportunities, and commission opportunities that are each no less favorable than those provided to such employees immediately prior to the effective time, and (ii) benefits (solely including health, welfare and defined contribution retirement benefits, but excluding change in control benefits, retention bonuses, equity-based incentive awards and defined benefit retirement benefits) that, in the aggregate, are substantially comparable to the benefits maintained for and provided to such employees under Company plans immediately prior to the effective time. In addition, as of and after the effective time, Parent will cause the Company to give full credit for purposes of eligibility and vesting and benefit accruals (but not for purposes of benefit accruals under any defined benefit pension plans), under (x) any severance-related provisions of existing Company plans and (y) any benefit (including vacation) plans, programs, policies and arrangements maintained for the benefit of the Company employees as of and after the effective time by Parent, its subsidiaries or the Company, for the Company employees' service with the Company, its subsidiaries and their predecessor entities to the same extent recognized by the Company immediately prior to the effective time under a comparable Company plan. With respect to each Parent plan that is a "welfare benefit plan" (as defined in Section 3(1) of the Employee Retirement Income Security Act of 1974), Parent and its subsidiaries will use commercially reasonable efforts to (i) cause to be waived any pre-existing condition or eligibility limitations and (ii) give effect, in determining any deductible and maximum out-of-pocket limitations, to claims incurred and amounts paid by, and amounts reimbursed to, Company employees under similar plans maintained by the Company and its subsidiaries during the plan year immediately prior to the effective time.

        In addition, from and after the effective time, Parent will honor and cause its subsidiaries to honor, in accordance with its terms, each existing employment, change in control, retention, severance and termination protection agreement between the Company and any of its subsidiaries and any officer, director or employee of that Company and the Severance Plan with respect to all employees of the Company and its subsidiaries who are participants under the Severance Plan. In connection with the merger, the Company adopted severance guidelines to provide severance benefits to each Company employee based on length of service, other than those who are party to or entitled to benefits under an existing agreement or Company plan that provide for greater severance benefits.

        For the period from completion of the merger through 90 days from the date thereof, neither Parent nor the Company, as the surviving company, shall take any action that would result in a "mass layoff" or "plant closing" as those terms are defined in the Worker Adjustment and Retraining Notification Act of 1988, as amended, or comparable conduct under any applicable state law, affecting in whole or in part any facility, site of employment, operating unit or employee of the Company, as the surviving company, or its subsidiaries without fully comply with the requirements of such applicable law.

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        Efforts to Complete the Merger.    Each of the parties to the merger agreement must use its reasonable best efforts to take all actions necessary, proper or advisable in order to consummate the merger and the other transactions contemplated by the merger agreement as soon as practicable, including by using, and causing its affiliates to use reasonable best efforts to:

    prepare and file all forms, registrations and notices required under, and seek any consents, authorizations or other approvals required under, any law or by any governmental entity in connection with the merger and the other transactions contemplated thereby;

    provide as promptly and advisable as possible all information and documentary materials that may be requested pursuant to the HSR Act;

    obtain all required consents, approvals or waivers from any third person, including, as required under any contract; and

    resolve all objections asserted with respect to the merger agreement or the merger or other transactions contemplated by the merger agreement under any law.

        The obligations of Parent and Merger Sub include the following:

    proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise the sale, divesture, license or other disposition of any asset or business of Parent, Merger Sub or any of their respective affiliates or the sale, divesture, license or other disposition, contemporaneously with or subsequent to the effective time of the merger, of any asset or business of the Company or its subsidiaries;

    permitting the Company and its subsidiaries to sell, divest, license or otherwise dispose any of its or their assets or businesses prior to the effective time;

    entering into any conduct of business arrangement with respect to its or its affiliates' assets or businesses or the Company or its subsidiaries' assets or businesses; and

    modifying, relinquishing, waiving or terminating any of its or its affiliates' or the Company's or its subsidiaries' existing relationships, ventures and contractual rights;

provided, that in each instance described above, Parent and Merger Sub shall not be required to (or to cause their subsidiaries to) take (and the Company shall not take, without the prior written consent of Parent) the actions set forth above if such actions, considered collectively, would reasonably be expected to result in a material adverse effect on the Company and its subsidiaries, taken as a whole.

        Parent and Merger Sub will not, and will cause their affiliates not to, acquire or agree to acquire any assets if such acquisition or agreement would reasonably be expected to materially increase the risk of not obtaining any required expiration of any waiting period or any consent or other approval necessary under any antitrust law in the United States to complete the merger or materially increase the risk of any governmental entity in the United States entering or not vacating, lifting, reversing or otherwise overturning any injunction, judgment or other order under any antitrust law in the United States that would prevent, prohibit, restrict or delay the consummation of the merger or other transactions contemplated by the merger agreement.

        Indemnification of Directors and Officers; Insurance.    For a period of six years following the effective time of the merger, the surviving company will maintain in effect the exculpation, indemnification and advancement of expenses provisions of the Company's memorandum and articles of association or similar organizational documents of the Company's subsidiaries as in effect immediately prior to the effective time of the merger and will not amend, repeal or otherwise modify any such provisions in any manner adverse to any current or former director, officer and employee of the Company. In addition, from and after the effective time of the merger, the surviving company will honor each indemnification agreement between the Company or any of its subsidiaries and any current

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or former director, officer and employee of the Company and its subsidiaries as in effect as of the date of the merger agreement. All rights of indemnification with respect to any claim made within that six-year period will continue until the disposition of the action or resolution of the claim. Further, the surviving company will, to the fullest extent permitted under applicable law, indemnify and hold harmless each present and former director, officer and employee of the Company or any of its subsidiaries against any costs or expenses (including reasonable attorneys' fees), judgments, fines, penalties, taxes, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, charge, action, suit, litigation, proceeding, audit or investigation, whether civil, criminal, administrative or investigative, arising out of, relating to or in connection with matters existing or occurring on or prior to the closing date.

        Prior to the closing date, the Company will purchase a "tail" directors' and officers' liability insurance policy for the Company and its subsidiaries and their present and former directors, officers and employees who are currently covered by the directors' and officers' liability insurance coverage currently maintained by the Company that will provide such directors, officers and employees with coverage for six years following the closing date of not less than the existing coverage and have other terms not less favorable to the insured persons than the directors' and officers' liability insurance coverage currently maintained by the Company and its subsidiaries.

        Financing.    Parent and Merger Sub will use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary to consummate and obtain the financing on the terms and conditions described in the financing commitments, including, (A) at the request of the Company, fully enforcing the equity financing sources' obligations under the equity commitment letter, including by filing one or more lawsuits against the equity financing sources to fully enforce their obligations, and (B) by using its reasonable best efforts to:

    enforce its rights under the financing commitments;

    maintain in full force and effect the financing commitments in accordance with their terms;

    negotiate and enter into definitive agreements on the terms and conditions contained in the financing commitments;

    satisfy on a timely basis all conditions applicable to the borrower in such definitive agreements that are within its control; and

    cause the borrower to contribute or otherwise transfer the proceeds of the debt financing to Parent to permit Parent and Merger Sub to consummate the transactions contemplated by the merger agreement.

        Parent may pursue alternative debt financing which may be comprised of a senior secured cash flow revolver, a senior secured term loan facility and/or senior unsecured notes (the "best efforts debt financing") to effect the parent refinancing, satisfy in full the indebtedness of the Company to be paid off at closing and to finance the transactions contemplated hereby and to pay related fees and expenses. The Company will use its reasonable best efforts to assist with such best efforts debt financing.

        Other Covenants.    The merger agreement contains additional agreements between the Company, Parent and Merger Sub relating to, among other matters:

    the filing of this proxy statement with the SEC (and cooperation in response to any comments from the SEC with respect to this proxy statement);

    anti-takeover statutes or regulations that become applicable to the transactions contemplated by the merger agreement;

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    the coordination of press releases and other public announcements or filings relating to the transactions contemplated by the merger agreement;

    actions to cause the disposition of equity securities of the Company held by each individual who is a director or officer of the Company pursuant to the transactions contemplated by the merger agreement to be exempt pursuant to Rule 16b-3 under the Exchange Act; and

    the delivery of a certified copy of the Company's register of members and the taking of certain actions with respect to the registered agent of the Company in the British Virgin Islands.

Conditions to the Merger

        Each party's obligation to complete the merger is subject to the satisfaction or, to the extent permitted by applicable law, waiver of the following conditions:

    the adoption of the merger agreement by the required vote of AquaVenture's shareholders;

    the absence of any temporary restraining order, preliminary or permanent injunction or other judgment, order or decree issued by any court of competent jurisdiction in the United States or certain foreign jurisdictions, or law that prohibits or makes illegal the consummation of the merger; and

    the expiration or termination of any applicable waiting period (and any extension thereof) under the HSR Act.

        The respective obligations of Parent and Merger Sub to complete the merger are subject to the satisfaction or, to the extent permitted by applicable law, waiver of the following additional conditions:

    the representations and warranties of the Company made in the merger agreement will be accurate (with certain representations and warranties subject to varying degrees of accuracy) as of the closing date (other than those representations and warranties that were made only as of a specified date, which need only be accurate as of such specified date), except that, subject to certain exceptions, any inaccuracies in the Company's representations and warranties will be disregarded if such inaccuracies (disregarding materiality and material adverse effect qualifiers in the related representations and warranties) have not had and would not reasonably be expected to have a material adverse effect on the Company;

    the Company's performance in all material respects of all obligations required to be performed by it under the merger agreement at or prior to the effective time, other than with respect to obligations related to best efforts debt financing by Parent; and

    since the date of the merger agreement, there will not have occurred any event, change, circumstance, occurrence, effect or state of facts that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the Company.

        The obligation of the Company to complete the merger is subject to the satisfaction or, to the extent permitted by applicable law, waiver of the following additional conditions:

    the representations and warranties of Parent and Merger Sub made in the merger agreement will be accurate as of the date of the merger agreement and the closing date (other than those representations and warranties that were made only as of a specified date, which need only be accurate as of such specified date), except that any inaccuracies in such representations and warranties will be disregarded if such inaccuracies (disregarding materiality and material adverse effect qualifiers in the related representations and warranties) have not had and would not reasonably be expected to have a material adverse effect on Parent; and

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    the performance in all material respects by Parent and Merger Sub of all obligations required to be performed by them under the merger agreement at or prior to the effective time.

        None of the Company, Parent or Merger Sub may rely, either as a basis for not consummating the merger or terminating the merger agreement and abandoning the merger, on the failure of any condition set forth above to be satisfied if such failure was caused by such party's breach of any provision of the merger agreement.

Termination

        The Company and Parent may terminate the merger agreement by mutual written consent at any time before the effective time of the merger. In addition, either the Company or Parent may terminate the merger agreement if:

    the merger shall not have been consummated on or before June 23, 2020;

    any court of competent jurisdiction or other governmental entity of competent jurisdiction has issued or entered an injunction or similar order permanently enjoining or otherwise prohibiting the completion of the merger and such injunction has become final and non-appealable; or

    if AquaVenture's shareholders vote on and fail to adopt the merger agreement at the special meeting.

        The Company may also terminate the merger agreement:

    if Parent or Merger Sub has breached or failed to perform any of its covenants or other agreements contained in the merger agreement, or if any representation or warranty of Parent or Merger Sub is untrue, which breach or failure to perform or to be true, either individually or in the aggregate, would result in the failure to satisfy a closing condition and such breach has not been timely cured;

    at any time prior to the adoption of the merger agreement by AquaVenture's shareholders, if (1) the board of directors has authorized the Company to enter into an alternative acquisition agreement in connection with a superior proposal, (2) concurrently with such termination, the Company enters into an alternative acquisition agreement with respect to such superior proposal, and (3) concurrently with such termination, the Company pays the related termination fee to Parent; or

    if (1) the merger has not been completed as required pursuant to the merger agreement, (2) the Company has certified in writing to Parent that all conditions to Parent's obligation to complete the closing (other than those conditions that are to be satisfied by action taken at the closing) have been satisfied, (3) the Company is ready, willing and able to complete the merger on such date and (4) Parent fails to consummate the merger by the third business day immediately following the delivery of such certification.

        Parent may also terminate the merger agreement:

    if the Company has breached or failed to perform any of its covenants or other agreements contained in the merger agreement, other than with respect to obligations relating to the best efforts debt financing, or if any representation or warranty of the Company is untrue, which breach or failure to perform or to be true, either individually or in the aggregate, would result in the failure to satisfy a closing condition and such breach has not been timely cured; or

    if a triggering event shall have occurred.

        For purposes of the merger agreement and the description of its terms contained herein, a "triggering event" shall be deemed to have occurred if: (A) the board of directors or any committee

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thereof (including the special committee) shall have: (i) effected an adverse recommendation change or (ii) taken, authorized or publicly proposed any of the actions constituting a breach of the covenants related to an adverse recommendation change set forth in the merger agreement; (B) the Company shall have failed to include the company recommendation in the proxy statement mailed to AquaVenture's shareholders regarding the special meeting; (C) the board of directors shall have failed to reaffirm publicly the company recommendation within five business days after Parent reasonably requests (provided, that (1) if fewer than five business days remain from the time of the request for reaffirmation to the date of the special meeting, then such period to reaffirm shall be three business days; and (2) Parent shall not be entitled to request such a reaffirmation more than two times); (D) an acquisition proposal shall have been publicly announced and the Company shall have failed to issue a press release that reaffirms the Company recommendation within five business days after such acquisition proposal is publicly announced (provided that (1) if fewer than five business days remain from the date of such announcement to the date of the special meeting, then such period to reaffirm shall be three business days prior to the special meeting and (2) Parent shall not be entitled to request such a reaffirmation more than one time with respect to the same unamended acquisition proposal); and (E) the Company or any of its subsidiaries or any of their representatives shall have breached any of the provisions related to non-solicitation in the merger agreement in any material respect.

Termination Fees

        Company Termination Fee.    The Company will be required to pay a termination fee of $34,132,500 in cash to Parent upon the termination of the merger agreement:

    by Parent, if a triggering event shall have occurred;

    by the Company, to enter into an alternative acquisition agreement with respect to a superior proposal; or

    by Parent or the Company because of a failure to receive AquaVenture's shareholder approval or upon reaching the end date, and (1) an acquisition proposal shall have been disclosed, announced, commenced or submitted and (2) within 12 months from the date of such termination, the Company enters into a definitive agreement contemplating an acquisition transaction (whether or not related to such acquisition proposal) and such acquisition transaction is subsequently consummated (with each reference to 15% in the definition of acquisition proposal being replaced with 35%).

        In the event that the Company is obligated to pay the termination fee, the receipt of the termination fee by Parent shall be liquidated damages and the Company shall not have any further liability to Parent, Merger Sub or any of their affiliates relating to or arising out of the merger agreement or the failure to complete the merger.

        Parent Termination Fee.    Parent will be required to pay to the Company the parent termination fee of $54,611,815 in cash in the event that the Company has terminated the merger agreement due to (1) the breach or failure by Parent or Merger Sub to perform any of its covenants or other agreements contained in the merger agreement, or if any representation or warranty of Parent and Merger Sub is untrue, breach or failure to perform or untrue statement would result in the failure to satisfy a closing condition and has not been timely cured; or (2) the merger not being completed as required pursuant to the merger agreement, and at the time of such termination, all conditions to Parent's obligation to consummate the closing (other than those conditions that are to be satisfied by action taken at the closing) have been satisfied and the Company is ready, willing and able to complete the merger on such date. Upon payment of the parent termination fee, plus any financing cooperation expenses, other expense reimbursement, indemnification and collection payment obligations under the merger agreement, none of Parent, Merger Sub and certain related parties will have any further liability or

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obligation to the Company relating to or arising out of the merger agreement or the failure to complete the merger.

Specific Performance

        In the event of a breach or threatened breach of any covenant or obligation in the merger agreement, the non-breaching party will be entitled (in addition to any other remedy that may be available to it whether in law or equity, including monetary damages) to a decree or order of specific performance to enforce the observance and performance of such covenant or obligation and an injunction restraining such breach or threatened breach.

        The Company will be entitled to seek specific performance of Parent's obligation to cause the equity financing to be funded and to effect the closing if and only if:

    all conditions applicable to the Company's, Parent's and Merger Sub's obligations have been and continue to be satisfied or waived;

    the Company confirmed in writing that, if specific performance is granted and the debt financing is funded, the Company will take such steps within its control the effect the closing;

    the debt financing (or, if applicable, the alternative debt financing) has been funded or will be funded at the closing if the equity financing is funded at the closing; and

    Parent has failed to consummate the merger by the date required in the merger agreement.

        In no event will the Company be entitled to receive both (1) specific performance to cause the merger to close and (2) payment of the parent termination fee.

Amendments; Waiver

        At any time prior to the effective time of the merger, the merger agreement may be amended, modified or supplemented by the parties, whether before or after the AquaVenture shareholder approval has been obtained; however, no amendment may be made that requires further approval of AquaVenture's shareholders under applicable law without obtaining such further approval. At any time prior to the effective time, the parties may, to the extent permitted by applicable law, (1) extend the time for performance of any of the obligations of the other party, (2) waive any inaccuracies in the representations and warranties of the other party set forth in the merger agreement or any document delivered pursuant to the merger agreement, or (3) subject to applicable law, waive compliance by the other party with any of the covenants or conditions contained in the merger agreement.

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THE VOTING AGREEMENTS

        The following is a summary of the material provisions of the voting agreements, the form of which is attached to this proxy statement as Annex D, and is incorporated by reference into this proxy statement. This summary may not contain all of the information about the voting agreements that is important to you. We encourage you to read carefully the form of voting agreement in its entirety, as the rights and obligations of the parties thereto are governed by the express terms of the voting agreement and not by this summary or any other information contained in this proxy statement.

        On December 23, 2019, concurrently with the execution and delivery of the merger agreement, certain shareholders of AquaVenture entered into voting agreements with Parent, pursuant to which such shareholders have agreed, among other things, to vote their respective ordinary shares in favor of the proposal to adopt the merger agreement. As of the public announcement of the merger, the shareholders who signed the voting agreements owned an aggregate of approximately 35.5% of the voting power of the outstanding ordinary shares. As of the record date for the special meeting, the shareholders who signed the voting agreements owned an aggregate of approximately [·]% of the voting power of the outstanding ordinary shares. The form of voting agreement is attached as Annex D to this proxy statement.

        Subject to the terms and conditions set forth in the voting agreement, the subject shareholder agreed, among other things, to the fullest extent permitted to:

    appear in person or by proxy at any meeting of AquaVenture's shareholders at which a vote with respect to the merger, the merger agreement or any acquisition proposal is sought, including any adjournment or postponement thereof, or otherwise cause all covered shares to be counted as present at such meeting for purposes of calculating a quorum;

    vote (or cause to be voted), in person or by proxy, or deliver (or cause to be delivered) a written consent covering, all the ordinary shares covered by the voting agreement:

    in favor of the adoption and approval of the merger agreement and all other transactions contemplated by the merger agreement;

    against any action or agreement that would reasonably be expected to result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of AquaVenture or any of its subsidiaries or affiliates under the merger agreement or that would reasonably be expected to result in any of the conditions to AquaVenture or any of its subsidiaries or affiliates' obligations under the merger agreement not being fulfilled; and

    against any acquisition proposal, any agreement, transaction or other matter that is intended to, or would reasonably be expected to, impede, interfere with, delay, postpone, discourage or materially and adversely affect the consummation of the merger and all other transactions contemplated by the merger agreement, any reorganization, recapitalization, dissolution or liquidation of AquaVenture or any of its subsidiaries, any change in the majority of the board of directors and any material change in AquaVenture's capitalization or corporate structure; and

    not take or commit or agree to take any action inconsistent with the foregoing.

        Pursuant to the terms of the voting agreement, the shareholder appointed Parent, with full power of substitution and resubstitution, as the shareholder's true and lawful attorney and irrevocable proxy with respect to the ordinary shares covered by the voting agreement.

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        In addition, the shareholders subject to the voting agreements each agreed that they will not, and will not permit their respective representatives to, directly or indirectly:

    solicit, initiate or knowingly encourage (including by way of furnishing non-public information or other assistance), or take any action to facilitate, any inquiries or the making of any proposal that constitutes, or would reasonably be expected to lead to, an acquisition proposal;

    participate in any discussions or negotiations regarding, or that would reasonably be expected to lead to, an acquisition proposal;

    endorse, approve or enter into any agreement with respect to an acquisition proposal (other than the merger agreement);

    solicit proxies, become a 'participant' in a 'solicitation' or take any action to facilitate a 'solicitation' with respect to an acquisition proposal (other than the merger agreement);

    initiate a shareholders vote or action by consent of the AquaVenture's shareholders with respect to an acquisition proposal;

    except by reason of the voting agreement, become a member of a 'group' with respect to any voting securities of AquaVenture that takes any action in support of an acquisition proposal; or

    knowingly take any action that would result in the revocation or invalidation of the proxy contemplated by the voting agreement.

        Pursuant to the terms of the voting agreement, the subject shareholders also waived, and agreed not to exercise or assert, any dissenters' or appraisal rights under the BVI Act in connection with the merger.

        The voting agreements will terminate upon the earlier of (A) the effective time of the merger, (B) such date and time as the merger agreement is terminated pursuant to its terms, (C) such date and time as any amendment or change to the merger agreement is effected without the consent of the subject shareholder that decreases the merger consideration or changes the form of consideration payable under the merger agreement to shareholder or any amendment or change to the merger agreement that is not approved by the board of directors is effected without the consent of the subject shareholder that materially and adversely effects the subject shareholder, or (D) upon mutual written agreement of the parties to the voting agreement to terminate such agreement.

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VOTE ON ADJOURNMENT (PROPOSAL 2)

        AquaVenture is asking its shareholders to approve a proposal for one or more adjournments of the special meeting, if necessary, to solicit additional proxies if we have not obtained sufficient affirmative shareholder votes to adopt the merger agreement. If AquaVenture's shareholders approve the adjournment proposal, we could adjourn the special meeting, and any adjourned session of the special meeting, and use the additional time to solicit additional proxies. If, at the special meeting, the number of ordinary shares of AquaVenture present in person or by proxy and voting in favor of the proposal to adopt the merger agreement is not sufficient to approve that proposal, we may move to adjourn the special meeting in order to enable our directors, officers and employees to solicit additional proxies for the adoption of the merger agreement. In that event, we will ask AquaVenture's shareholders to vote only upon the adjournment proposal, and not the merger agreement proposal.

        The adjournment proposal relates only to an adjournment of the special meeting for purposes of soliciting additional proxies to obtain the requisite shareholder approval to adopt the merger agreement. AquaVenture retains full authority to the extent set forth in its memorandum and articles of association and under the BVI Act to adjourn the special meeting for any other purpose, or to postpone the special meeting before it is convened, without the consent of any AquaVenture shareholder.

        Approval of the adjournment proposal requires the affirmative vote of a simple majority or more of those entitled to vote and voting on the proposal, either in person or by proxy, at the special meeting. A failure to vote your ordinary shares, an abstention from voting or failure to give voting instructions to your broker, bank, trust or other nominee, will not be considered votes cast at the special meeting and, therefore, will have no effect on the voting results for the proposal.

        The board of directors unanimously recommends a vote "FOR" the adjournment proposal.

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MARKET PRICE AND DIVIDEND DATA

        AquaVenture's ordinary shares are traded on the NYSE under the symbol "WAAS." As of the close of business on December 31, 2019, there were 31,837,662 ordinary shares outstanding and entitled to vote, held by approximately 56 holders of record. The actual number of shareholders is greater than this number of record holders and includes shareholders who are beneficial owners but whose shares are held in "street name" by brokers and other nominees. This number of holders of record also does not include shareholders whose shares may be held in trust by other entities.

        AquaVenture has not paid any cash dividends on its ordinary shares since inception of the company and does not anticipate paying cash dividends in the foreseeable future.

        The following table presents the high and low sale prices of AquaVenture's ordinary shares for the period indicated:

 
  Market Price  
 
  High   Low  

2018

             

First Quarter

  $ 16.56   $ 12.38  

Second Quarter

  $ 15.92   $ 11.83  

Third Quarter

  $ 18.72   $ 15.24  

Fourth Quarter

  $ 20.49   $ 16.50  

2019

   
 
   
 
 

First Quarter

  $ 23.35   $ 18.55  

Second Quarter

  $ 20.40   $ 17.33  

Third Quarter

  $ 20.40   $ 16.08  

Fourth Quarter

  $ 27.78   $ 18.06  

        The closing sale price of our ordinary shares on December 20, 2019, which was the last trading day before the merger was publicly announced, was $21.76 per share. On [·], 2020, the most recent practicable date before this proxy statement was mailed to our shareholders, the closing price for our ordinary shares was $[·] per share. You are encouraged to obtain current market quotations for our ordinary shares in connection with voting your ordinary shares.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        The following table sets forth certain information regarding the beneficial ownership of our ordinary shares as of January 15, 2020 with respect to:

    each person known by us to own beneficially greater than 5% of the outstanding shares of our ordinary shares;

    each member of the board of directors and each named executive officer; and

    the members of the board of directors and our executive officers as a group.

        We have determined beneficial ownership in accordance with the rules of the SEC. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the table below have sole voting and investment power with respect to all ordinary shares that they beneficially own, subject to applicable community property laws.

        Applicable percentage ownership is based on 31,872,022 ordinary shares outstanding on January 15, 2020. In computing the number of ordinary shares beneficially owned by a person and the percentage ownership of that person, we deemed outstanding ordinary shares subject to options or other derivative securities held by that person that are currently exercisable or exercisable within 60 days of January 15, 2020. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o AquaVenture Holdings Limited, Commerce House, Wickhams Cay 1, P.O. Box 3140, Road Town, Tortola, British Virgin Islands VG1110.

Name of Beneficial Owner
  Number of
Shares
Beneficially
Owned (1)
  Percent
of Class
 

5% Shareholders:

             

Entities affiliated with Element Partners (2)

    9,568,818     30.0 %

Directors and Named Executive Officers:

             

Anthony Ibarguen (3)

    560,434     1.7 %

Lee Muller (4)

    312,626     1.0 %

Olaf Krohg (5)

    48,554     *  

Douglas Brown (6)

    2,375,292     7.3 %

Brian Miller

        *  

Debra Coy (7)

    5,540     *  

Hugh Evans (8)

    77,552     *  

Paul Hanrahan (9)

    52,848     *  

David Lincoln (2)

    9,596,361     30.1 %

Cyril Meduña (10)

    1,164,264     3.7 %

Richard Reilly (11)

    32,099     *  

Timothy J. Whall (12)

    2,022     *  

Directors and executive officers as a group (12 persons)

    14,227,592     42.6 %

*
Indicates ownership of less than one percent.

(1)
Based upon a Schedule 13D filed January 2, 2020 by Advent International Corporation (for purposes of this footnote, "Advent"), Culligan International Corporation, Amberjack Merger Sub Limited and the Advent Entities (as defined herein) may be deemed to have beneficial ownership of 11,269,104 ordinary shares of AquaVenture as a result of the execution of the voting agreements described in the section entitled "The Voting Agreements." The ownership consists of 7,872,596 shares indirectly owned by

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    GPE VIII GP S.À R.L. ("Advent GP Luxembourg"), 469,922 shares indirectly owned by AP GPE VIII GP Limited Partnership ("Advent GP AP"), 2,926,586 shares indirectly owned by GPE VIII GP Limited Partnership ("Advent GP Cayman"), 614,166 shares indirectly owned by Advent International GPE VIII Limited Partnership, 753,903 shares indirectly owned by Advent International GPE VIII-B-1 Limited Partnership, 562,328 shares indirectly owned by Advent International GPE VIII-B-2 Limited Partnership, 877,863 shares indirectly owned by Advent International GPE VIII-B-3 Limited Partnership, 2,124,226 shares indirectly owned by Advent International GPE VIII-B Limited Partnership, 345,961 shares indirectly owned by Advent International GPE VIII-C Limited Partnership, 296,377 shares indirectly owned by Advent International GPE VIII-D Limited Partnership, 87,899 shares indirectly owned by Advent International GPE VIII-F Limited Partnership, 777,568 shares indirectly owned by Advent International GPE VIII-H Limited Partnership, 722,350 shares indirectly owned by Advent International GPE VIII-I Limited Partnership, 709,954 shares indirectly owned by Advent International GPE VIII-J Limited Partnership (collectively, the "Advent Luxembourg Funds"), 30,427 shares indirectly owned by Advent Partners GPE VIII-A Limited Partnership, 253,555 shares indirectly owned by Advent Partners GPE VIII-B Cayman Limited Partnership, 141,991 shares indirectly owned by Advent Partners VIII Cayman Limited Partnership, 19,157 shares indirectly owned by Advent Partners GPE VIII-A Cayman Limited Partnership, 24,792 shares indirectly owned by Advent Partners GPE VIII Limited Partnership (collectively, the "Advent AP Funds"), 1,440,191 shares indirectly owned by Advent International GPE VIII-A Limited Partnership, 330,185 shares indirectly owned by Advent International GPE VIII-E Limited Partnership, 558,948 shares indirectly owned by Advent International GPE VIII-G Limited Partnership, 294,124 shares indirectly owned by Advent International GPE VIII-K Limited Partnership, 303,139 shares indirectly owned by Advent International GPE VIII-L Limited Partnership (collectively, the "Advent Cayman Funds", and together with Advent, Advent GP Luxembourg, Advent GP AP, GP Cayman, the Advent Luxembourg Funds and the Advent AP Funds, the "Advent Entities"). The Advent Entities disclaim any beneficial ownership of these shares.

    Advent is the manager of Advent Top GP, which in turn is the General Partner of each of Advent GP Luxembourg, Advent GP AP and Advent GP Cayman. Advent GP Luxembourg is the General Partner of each of the Advent Luxembourg Funds. Advent GP AP is the General Partner of each of the Advent AP Funds. Advent GP Cayman is the General Partner of each of the Advent Cayman Funds. The address for the Advent Entities is Prudential Tower, 800 Boylston Street, Boston, Massachusetts 02199-8069.

(2)
Based upon a Schedule 13G/A filed February 13, 2018 by Element Partners II L.P., Element Partners II Intrafund, L.P., Element Partners II-A, L.P. DFJ Element, L.P. and DFJ element Intrafund L.P. (collectively, the "Element Entities"). The Schedule 13G/A provides that, as of December 31, 2017, (i) Element Partners II L.P. held 6,696,669 ordinary shares, (ii) Element Partners II Intrafund, L.P. held 101,975 ordinary shares, (iii) Element Partners II-A, L.P. held 133,973 ordinary shares, (iv) DFJ Element, L.P. held 2,566,686 ordinary shares, and (v) DFJ Element Intrafund L.P. held 69,515 ordinary shares. The general partner of Element Partners II, L.P. and Element Partners II Intrafund, L.P. is Element Partners II G.P., L.P. The general partner of Element Partners II G.P., L.P. is Element II G.P., LLC. The general partner of DFJ Element, L.P. and DFJ Element Intrafund, L.P. is DFJ Element Partners, LLC. The general partner of DFJ Element Partners, LLC is Element Venture Partners LP. The general partner of Element Partners II-A, L.P. is Element Partners II-A, GP LP. The general partners of

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    Element Partners II-A, GP LP are Element II-A GP, LLC and Element Venture Partners LP. Each of Mr. Lincoln, a member of the board of directors, Michael Bevan and Michael DeRosa is a managing member of Element II G.P., LLC, Element II-A, GP, LLC and Element Venture Partners LP. Collectively, Element II G.P., L.P., Element II-A, GP, LLC and Element Venture Partners LP have decision-making power over the disposition and voting of shares of portfolio investments of each of the Element Entities. Since Element II G.P., L.P., Element II-A, GP, LLC and Element Venture Partners LLC have decision-making power over the Element Entities, each of Messrs. Bevan, Lincoln and DeRosa may be deemed to beneficially own the shares that the Element Entities hold of record or may deemed to beneficially own. Messrs. Bevan, Lincoln and DeRosa, Element II G.P., L.P., Element II-A, GP, LLC and Element Venture Partners LLC disclaim beneficial ownership over the shares held by the Element Entities. The address for the Element Entities is 565 E. Swedes Lord Road, Suite 207, Wayne, PA 19087. The number of ordinary shares beneficially owned by Mr. Lincoln includes 27,543 shares held directly by him.

(3)
Consists of 46,417 ordinary shares held directly by Mr. Ibarguen and 514,017 shares subject to purchase pursuant to currently exercisable options and options exercisable or restricted share units vesting within 60 days of January 15, 2020.

(4)
Consists of 23,344 ordinary shares held directly by Mr. Muller, 219,282 shares subject to purchase pursuant to currently exercisable options and options exercisable or restricted share units vesting within 60 days of January 15, 2020 and 70,000 ordinary shares held by his spouse.

(5)
Consists of 5,826 ordinary shares held directly by Mr. Krohg, 42,725 shares subject to purchase pursuant to currently exercisable options and options exercisable or restricted share units vesting within 60 days of January 15, 2020 and 3 ordinary shares held by his son.

(6)
Consists of 1,551,837 ordinary shares held directly by Mr. Brown, 675,006 shares subject to purchase pursuant to currently exercisable options and options exercisable or restricted share units vesting within 60 days of January 15, 2020 and 148,449 ordinary shares held by his spouse.

(7)
Consists of restricted share units vesting within 60 days of January 15, 2020.

(8)
Consists of 53,148 ordinary shares held directly by Mr. Evans, 6,143 shares subject to purchase pursuant to currently exercisable options or options exercisable within 60 days of January 15, 2020 and 18,261 phantom share units within Mr. Evan's deferred account with respect to the deferred compensation program.

(9)
Consists of 22,837 ordinary shares held directly by Mr. Hanrahan, 11,654 shares subject to purchase pursuant to currently exercisable options or options exercisable within 60 days of January 15, 2020 and 18,357 phantom share units within Mr. Hanrahan's deferred account with respect to the deferred compensation program.

(10)
Consists of 33,218 shares held personally by Mr. Meduña and 970,389 ordinary shares held by Guayacan Private Equity Fund Limited Partnership II, 15,772 ordinary shares held by Guayacan Private Equity Fund Limited Partnership II-A LLC and 144,885 ordinary shares held by Venture Capital Fund, Inc. The general partner of Guayacan Private Equity Fund Limited Partnership II and Guayacan Private Equity Fund Limited Partnership II-A LLC (the "Guayacan Funds") is Advent-Morro Equity Partners GP II, LLC. Mr. Meduña acts as managing member of Advent-Morro Equity Partners GP II, LLC and is President and a director of Venture Capital Fund, Inc.

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    Advent-Morro Equity Partners GP II, LLC has decision-making power over the disposition and voting of shares of portfolio investments of the Guayacan Funds. Mr. Meduña has decision-making power over the disposition and voting of shares of portfolio investments of the Venture Capital Fund, Inc. Since Advent-Morro Equity Partners GP II, LLC and Mr. Meduña personally have decision-making power over the Guayacan Funds and Venture Capital Fund, Inc. (together, the "Advent-Morro Entities"), Mr. Meduña may be deemed to beneficially own the shares that the Advent-Morro Entities hold of record or may deemed to beneficially own. Mr. Meduña and Advent-Morro Equity Partners GP II, LLC disclaim beneficial ownership over the shares held by the Advent-Morro Entities. The address for the Advent-Morro Entities is 206 Calle Tetuan, Suite 903, San Juan, Puerto Rico 00902.

(11)
Consists of 9,754 ordinary shares held directly by Mr. Reilly, 7,560 shares subject to purchase pursuant to currently exercisable options or options exercisable within 60 days of January 15, 2020 and 14,785 phantom share units within Mr. Reilly's deferred account with respect to the deferred compensation program.

(12)
Consists of restricted share units vesting within 60 days of January 15, 2020.

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DISSENTERS' RIGHTS

        The following discussion summarizes the material terms of the law pertaining to dissenters' rights under the BVI Act. The following summary does not constitute legal or other advice, nor does it constitute a recommendation that shareholders exercise their dissenters' rights under Section 179 of the BVI Act ("Section 179").

General

        Under the laws of the British Virgin Islands, shareholders are entitled to dissent from the merger in accordance with Section 179. Dissenting shareholders will not be entitled to receive the merger consideration as they will only be entitled to the right to payment of the "fair value" of their ordinary shares if the merger is completed, as determined in accordance with Section 179. To the extent AquaVenture and a dissenting shareholder are unable to agree upon the "fair value," a statutory appraisal process is required to determine the fair value of a dissenting shareholder's ordinary shares. While the fair value of a shareholder's ordinary shares as determined under this appraisal procedure could be more than or the same as the merger consideration, shareholders are cautioned that the fair value of their ordinary shares could also be determined to be less than the merger consideration.

        Dissenters' rights are available only to shareholders whose name is entered in the register of members of AquaVenture as a registered holder of ordinary shares. Any person who holds ordinary shares in AquaVenture through a depositary, nominee or broker and who wishes to exercise his, her or its statutory right to dissent from the merger must first ensure that he, she or it is entered in the register of members of AquaVenture and therefore becomes a "member" for the purpose of the BVI Act. Shareholders must comply with the procedures and requirements for exercising dissenters' rights with respect to the ordinary shares under Section 179 (which includes delivery to AquaVenture, before the vote is taken, of a written objection to the merger).

Filing Written Notice of Objection

        A shareholder wishing to dissent must give written notice of objection to AquaVenture prior to the special meeting or at the special meeting but prior to the time the merger is submitted to a vote. The notice of objection must include a statement that such shareholder proposes to demand payment for its ordinary shares if the merger is approved at the special meetings and implemented.

        All written notices pursuant to Section 179 should be sent or delivered to AquaVenture at:

Conyers Corporate Services (BVI) Limited
Attn: AquaVenture Holdings Limited
Wickhams Cay 1, P.O. Box 3140
Road Town, Tortola, British Virgin Islands VG1110

with a copy to:
Seven Seas Water Corporation
Attn: Lee Muller, Assistant Secretary
14400 Carlson Circle
Tampa, Florida 33626

Notice by the Surviving Company

        Within 20 days immediately following the date of the special meeting at which a vote approving the merger is made, AquaVenture, as the surviving company, must give written notice of the authorization to all shareholders who have served a notice of objection.

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Filing Written Election to Dissent

        Within 20 days immediately following the date on which the written notice of authorization is given to shareholders (such period, the "Dissent Period"), a shareholder who has provided a notice of objection must give a written notice of his election to dissent to AquaVenture. The notice of election must state (a) the shareholder's name and address; (b) the number and class of the ordinary shares with respect to which he or she dissents and (c) a demand for payment of the fair value of his or her ordinary shares. It is important to note that:

    1.
    Only shareholders who have served a notice of objection (or who were not given notice of the special meeting) may elect to dissent.

    2.
    A dissenting shareholder must dissent in respect of all the ordinary shares which he or she holds in AquaVenture. It is not possible to only dissent in respect of certain ordinary shares held by a shareholder, and any notice of election purporting to do so will be invalid.

    3.
    Once notice of election is given, a dissenting shareholder will cease to have the rights of a shareholder and will only be entitled to receive payment of the fair value of his or her ordinary shares in accordance with Section 179.

Determination of Fair Value

        Within seven days immediately following the date of expiry of the Dissent Period, AquaVenture must make a written offer (a "Fair Value Offer") to each dissenting shareholder specifying the consideration determined by AquaVenture to be the fair value of such dissenting shares. As noted above, the board of directors believes the merger consideration represents fair value for the ordinary shares and AquaVenture currently expects that the Fair Value Offer will therefore be $27.10 per ordinary share.

        If, within 30 days immediately following the date of the Fair Value Offer, AquaVenture and a dissenting shareholder fail to agree on the fair value consideration for dissenting shares, then, within 20 days immediately following the date of the expiry of such 30-day period:

    AquaVenture and the dissenting shareholder would each designate an appraiser;

    the two designated appraisers together would designate a third appraiser; and

    the three appraisers would fix the fair value of the dissenting shares in accordance with the BVI Act. It should be noted that, under the terms of the BVI Act, fair value would be determined at the close of business on the business day prior to the date on which the vote to approve the merger was taken at the special meeting, excluding any appreciation or depreciation in the value of the dissenting shares, directly or indirectly, induced by the proposed merger.

        The fair value determined by the three appraisers would be binding on AquaVenture and the dissenting shareholder for all purposes. AquaVenture will pay, in cash, the fair value of the dissenting shares determined by the appraisers to the dissenting shareholders.

        All notices and petitions (including any notice of objection and notice of election) must be executed by or for the shareholder, fully and correctly, as such shareholder's name appears on AquaVenture's register of members. If the ordinary shares are owned of record in a fiduciary capacity, such as by a trustee, guardian or custodian, these notices must be executed by or for the fiduciary. An authorized agent, including an agent for two or more joint owners, may execute the notices or petitions for a shareholder of record; however, the agent must identify the record owner and expressly disclose the fact that, in exercising the notice, he is acting as agent for the record owner. A person having a beneficial interest in shares held of record in the name of another person, such as a broker or

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nominee, must act promptly to cause the record holder to follow the steps summarized above and in a timely manner to perfect whatever dissenters' rights attached to the shares.

        As explained above, dissenters' rights are available only to shareholders of record. If you hold any shares as the beneficial owner but are not the "registered holder" or "member" of such shares and you wish to exercise dissenters' rights, you must arrange for such shares to be registered in your name and comply with the procedures and requirements described above for exercising dissenters' rights with respect to the shares under Section 179.

        If you do not satisfy each of these requirements, you cannot exercise dissenters' rights and will be bound by the terms of the merger agreement if approved at the special meeting. In addition, failure to vote your ordinary shares, or a vote against the resolutions to adopt the merger agreement and approve the transactions contemplated thereby, including the merger, will not alone satisfy the notice requirement referred to above. Dissenters' rights may not be exercised unless they are exercised in accordance with the procedure described above.

        Shareholders are also cautioned that the board of directors has determined that the merger consideration is a fair price and that, if a shareholder initiates an appraisal process, they may be responsible for a portion of the costs of the appraisal.

        The above summary does not purport to provide a comprehensive statement of the procedures to be followed by a dissenting shareholder. The provisions of Section 179 are technical and complex. If you fail to comply strictly with the procedures set forth in Section 179, you will lose your rights to dissent. You are strongly advised to consult your British Virgin Islands legal counsel if you wish to exercise your rights to dissent.


MULTIPLE SHAREHOLDERS SHARING ONE ADDRESS

        In accordance with Rule 14a-3(e)(1) under the Exchange Act, one proxy statement will be delivered to two or more shareholders who share an address, unless AquaVenture has received contrary instructions from one or more of the shareholders. AquaVenture will deliver promptly upon written or oral request a separate copy of the proxy statement to a shareholder at a shared address to which a single copy of the proxy statement was delivered. Requests for additional copies of the proxy statement should be directed to Conyers Corporate Services (BVI) Limited, Secretary, at AquaVenture Holdings Limited, Wickhams Cay 1, P.O. Box 3140, Road Town, Tortola, British Virgin Islands VG1110, with a copy to Lee Muller, Assistant Secretary, Seven Seas Water Corporation, 14400 Carlson Circle, Tampa, Florida 33626. In addition, shareholders who share a single address, but receive multiple copies of the proxy statement, may request that in the future they receive a single copy by contacting the Company at the address and phone number set forth in the prior sentence.


SUBMISSION OF SHAREHOLDER PROPOSALS

        We will hold our 2020 annual meeting of shareholders only if the merger is not completed because, if the merger is completed, AquaVenture will cease to be an independent public company and will become a subsidiary of Parent and you will no longer have an ownership interest in AquaVenture.

        Any shareholder proposals submitted pursuant to Exchange Act Rule 14a-8 for presentation at the 2020 annual meeting must have been received by AquaVenture on or before December 28, 2019 to be eligible for inclusion in AquaVenture's proxy statement in connection with that meeting. Any such proposal should have been mailed as follows: Conyers Corporate Services (BVI) Limited, Secretary, at AquaVenture Holdings Limited, Wickhams Cay 1, P.O. Box 3140, Road Town, Tortola, British Virgin Islands VG1110, with a copy to Lee Muller, Assistant Secretary, Seven Seas Water Corporation, 14400 Carlson Circle, Tampa, Florida 33626. If the date of the 2020 annual meeting is changed by more

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than 30 days from the previous year's annual meeting, then the deadline will be a reasonable time before the Company begins to print and send its proxy materials for the annual meeting.

        Any shareholder proposals (including recommendations of nominees for election to the board of directors) intended to be presented at our 2020 annual meeting, other than a shareholder proposal submitted pursuant to Exchange Act Rule 14a-8, must be received in writing at our principal executive office not later than the close of business on March 9, 2020 and not earlier than the close of business on February 8, 2020, together with all supporting documentation required by our memorandum and articles of association. If the date of our 2020 annual meeting is advanced more than 30 days prior to, or delayed by more than 30 days after, the anniversary of the date of our 2019 annual meeting of shareholders, notice must be delivered to the Corporate Secretary not later than the close of business on the later of the 90th day prior to the 2020 annual meeting or the 10th day following the day on which public announcement of the date of the meeting is first made. Nominations and the proposal of other business also must satisfy other requirements set forth in our memorandum and articles of association. Proxies solicited by AquaVenture's directors, officers and employees will confer discretionary voting authority with respect to these proposals, subject to SEC rules governing the exercise of this authority.


WHERE YOU CAN FIND ADDITIONAL INFORMATION

        The Company files annual, quarterly and current reports, proxy statements and other information with the SEC. These documents may be accessed through the SEC's electronic data gathering, analysis and retrieval system, or EDGAR, via electronic means, including the SEC's home page on the Internet (www.sec.gov).

        The Company will make available a copy of its public reports, without charge, upon written request to Conyers Corporate Services (BVI) Limited, Secretary, at AquaVenture Holdings Limited, Wickhams Cay 1, P.O. Box 3140, Road Town, Tortola, British Virgin Islands VG1110, with a copy to Lee Muller, Assistant Secretary, Seven Seas Water Corporation, 14400 Carlson Circle, Tampa, Florida 33626. Each such request must set forth a good faith representation that, as of the record date, the person making the request was a beneficial owner of ordinary shares entitled to vote at the special meeting. In order to ensure timely delivery of such documents prior to the special meeting, any such request should be made promptly to the Company. A copy of any exhibit may be obtained upon written request by a shareholder (for a fee limited to the Company's reasonable expenses in furnishing such exhibit) to Conyers Corporate Services (BVI) Limited, Secretary, at AquaVenture Holdings Limited, Wickhams Cay 1, P.O. Box 3140, Road Town, Tortola, British Virgin Islands VG1110, with a copy to Lee Muller, Assistant Secretary, Seven Seas Water Corporation, 14400 Carlson Circle, Tampa, Florida 33626.

        THIS PROXY STATEMENT DOES NOT CONSTITUTE THE SOLICITATION OF A PROXY IN ANY JURISDICTION TO OR FROM ANY PERSON TO WHOM OR FROM WHOM IT IS UNLAWFUL TO MAKE SUCH PROXY SOLICITATION IN THAT JURISDICTION. YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROXY STATEMENT TO VOTE YOUR SHARES AT THE SPECIAL MEETING. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT FROM WHAT IS CONTAINED IN THIS PROXY STATEMENT. THIS PROXY STATEMENT IS DATED [·], 2020. YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN THIS PROXY STATEMENT IS ACCURATE AS OF ANY DATE OTHER THAN THAT DATE, AND THE MAILING OF THIS PROXY STATEMENT TO SHAREHOLDERS DOES NOT CREATE ANY IMPLICATION TO THE CONTRARY.

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ANNEX A

AGREEMENT AND PLAN OF MERGER

among

CULLIGAN INTERNATIONAL COMPANY,

AMBERJACK MERGER SUB LIMITED

and

AQUAVENTURE HOLDINGS LIMITED

Dated as of December 23, 2019


Table of Contents


TABLE OF CONTENTS

ARTICLE I THE MERGER

    A-1  

SECTION 1.1

 

The Merger

   
A-1
 

SECTION 1.2

 

Closing

    A-1  

SECTION 1.3

 

Effective Time

    A-2  

SECTION 1.4

 

Effects of the Merger

    A-2  

SECTION 1.5

 

Memorandum of Association and Articles of Association

    A-2  

SECTION 1.6

 

Directors

    A-2  

SECTION 1.7

 

Officers

    A-2  

ARTICLE II EFFECT ON THE CAPITAL STOCK OF THE CONSTITUENT CORPORATIONS; EXCHANGE OF CERTIFICATES

   
A-2
 

SECTION 2.1

 

Conversion of Shares

   
A-2
 

SECTION 2.2

 

Treatment of Options and Other Equity-Based Awards

    A-3  

SECTION 2.3

 

Exchange and Payment

    A-4  

SECTION 2.4

 

Withholding Rights

    A-5  

SECTION 2.5

 

Dissenting Shares

    A-6  

ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY

   
A-7
 

SECTION 3.1

 

Organization, Standing and Power

   
A-7
 

SECTION 3.2

 

Authority; Execution; Delivery

    A-7  

SECTION 3.3

 

No Conflict; Consents and Approvals

    A-8  

SECTION 3.4

 

Capitalization

    A-8  

SECTION 3.5

 

Subsidiaries

    A-9  

SECTION 3.6

 

SEC Reports; Financial Statements

    A-10  

SECTION 3.7

 

No Undisclosed Liabilities

    A-11  

SECTION 3.8

 

Absence of Certain Changes or Events

    A-11  

SECTION 3.9

 

Litigation

    A-11  

SECTION 3.10

 

Compliance with Laws

    A-12  

SECTION 3.11

 

Benefit Plans; Employees

    A-12  

SECTION 3.12

 

Taxes

    A-15  

SECTION 3.13

 

Contracts

    A-16  

SECTION 3.14

 

Personal and Real Property

    A-17  

SECTION 3.15

 

Intellectual Property

    A-18  

SECTION 3.16

 

Environmental Matters

    A-19  

SECTION 3.17

 

Takeover Restrictions

    A-19  

SECTION 3.18

 

Brokers

    A-20  

SECTION 3.19

 

Opinion of Financial Advisor

    A-20  

SECTION 3.20

 

Exclusivity of Representations and Warranties

    A-20  

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB

   
A-20
 

SECTION 4.1

 

Organization, Standing and Power

   
A-20
 

SECTION 4.2

 

Authority

    A-20  

SECTION 4.3

 

No Conflict; Consents and Approvals

    A-21  

SECTION 4.4

 

Ownership and Operations of Parent and Merger Sub

    A-22  

SECTION 4.5

 

Financing

    A-22  

SECTION 4.6

 

Solvency

    A-23  

SECTION 4.7

 

Brokers

    A-24  

SECTION 4.8

 

Regulatory Status

    A-24  

SECTION 4.9

 

Exclusivity of Representation and Warranties

    A-24  

Table of Contents

ARTICLE V COVENANTS

    A-24  

SECTION 5.1

 

Conduct of Business of the Company

   
A-24
 

SECTION 5.2

 

No Solicitation

    A-26  

SECTION 5.3

 

Preparation of Proxy Statement; Shareholders Meeting; Vote of Parent

    A-31  

SECTION 5.4

 

Access to Information; Confidentiality

    A-32  

SECTION 5.5

 

Efforts to Consummate the Merger

    A-33  

SECTION 5.6

 

Financing

    A-35  

SECTION 5.7

 

Employment and Employee Benefits Matters; Other Plans

    A-40  

SECTION 5.8

 

Takeover Restrictions

    A-41  

SECTION 5.9

 

Notification of Certain Matters

    A-41  

SECTION 5.10

 

Indemnification, Exculpation and Insurance

    A-42  

SECTION 5.11

 

Rule 16b-3

    A-43  

SECTION 5.12

 

Public Announcements

    A-43  

SECTION 5.13

 

Register of Members

    A-43  

SECTION 5.14

 

BVI Registered Agent

    A-43  

ARTICLE VI CONDITIONS PRECEDENT

   
A-43
 

SECTION 6.1

 

Conditions to Each Party's Obligation to Effect the Merger

   
A-43
 

SECTION 6.2

 

Conditions to the Obligations of the Company

    A-44  

SECTION 6.3

 

Conditions to the Obligations of Parent and Merger Sub

    A-44  

SECTION 6.4

 

Frustration of Closing Conditions

    A-45  

ARTICLE VII TERMINATION

   
A-45
 

SECTION 7.1

 

Termination

   
A-45
 

SECTION 7.2

 

Effect of Termination and Abandonment

    A-47  

SECTION 7.3

 

Fees and Expenses

    A-47  

SECTION 7.4

 

Parent Termination Fee; Other Parent Obligations

    A-48  

ARTICLE VIII GENERAL PROVISIONS

   
A-49
 

SECTION 8.1

 

Amendment or Supplement

   
A-49
 

SECTION 8.2

 

Extension of Time; Waiver

    A-49  

SECTION 8.3

 

Nonsurvival

    A-50  

SECTION 8.4

 

Notices

    A-50  

SECTION 8.5

 

Certain Definitions

    A-51  

SECTION 8.6

 

Interpretation

    A-56  

SECTION 8.7

 

Specific Performance

    A-57  

SECTION 8.8

 

Entire Agreement

    A-58  

SECTION 8.9

 

No Third Party Beneficiaries

    A-58  

SECTION 8.10

 

Governing Law

    A-58  

SECTION 8.11

 

Submission to Jurisdiction

    A-58  

SECTION 8.12

 

Waiver of Jury Trial

    A-59  

SECTION 8.13

 

Assignment; Successors

    A-59  

SECTION 8.14

 

Severability

    A-59  

SECTION 8.15

 

Counterparts

    A-59  

SECTION 8.16

 

Company Disclosure Letter

    A-59  

SECTION 8.17

 

Debt Financing Sources

    A-60  

Exhibit A—Articles of Merger

       

Exhibit B—Plan of Merger

       

Exhibit C—Memorandum of Association and Articles of Association of the Surviving Company

       

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INDEX OF DEFINED TERMS

Term
  Section

2019 Audited Financial Statements

  5.6

Acquisition Inquiry

  5.2

Acquisition Proposal

  5.2

Acquisition Transaction

  5.2

Action

  8.5

Adverse Recommendation Change

  5.2

Affiliate

  8.5

Agreement

  Preamble

Alternative Acquisition Agreement

  7.1

Alternative Debt Financing

  5.6

Anti-Bribery Law

  8.5

Antitrust Law

  8.5

Articles of Merger

  1.3

Best Efforts Debt Financing

  5.6

Book-Entry Shares

  2.3

Borrower

  4.5

Breakup Fee

  7.3

Business Day

  8.5

BVI Act

  Recitals

Certificate

  2.3

Citi

  3.18

Closing

  1.2

Closing Date

  1.2

Code

  2.4

Company

  Preamble

Company Articles

  1.5

Company Board

  3.2

Company Contract

  3.13

Company Disclosure Letter

  Article III

Company Employee

  5.7

Company IP Contract

  8.5

Company Memorandum

  1.5

Company Phantom Unit

  8.5

Company Plans

  3.11

Company Recommendation

  5.3

Company Registered IP

  8.5

Company SEC Documents

  3.6

Company Shareholder Approval

  3.2

Company Stock Option

  8.5

Company Stock Plans

  8.5

Confidentiality Agreement

  5.4

Contract

  8.5

Control

  8.5

Copyrights

  8.5

Debt Commitment Letter

  4.5

Debt Fee Letter

  4.5

Debt Financing

  4.5

Debt Financing Sources

  8.5

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Term
  Section

Dissenting Shares

  8.5

Effective Time

  1.3

Environmental Laws

  8.5

Equitable Exceptions

  3.2

Equity Commitment Letter

  4.5

Equity Financing

  4.5

ERISA

  3.11

ERISA Affiliate

  3.11

ESPP

  2.2

Exchange Act

  3.3

Existing First Lien Parent Credit Facility

  8.5

Existing Second Lien Parent Credit Facility

  8.5

Export Control Laws

  8.5

Financing

  4.5

Financing Commitments

  4.5

Financing Cooperation Expenses

  7.4

Foreign Plan

  3.11

GAAP

  3.6

Governmental Entity

  8.5

Hazardous Materials

  8.5

HSR Act

  3.3

Indemnified Person

  5.10

Intellectual Property

  8.5

Intervening Event

  5.2

IRS

  3.11

Knowledge

  8.5

Law

  8.5

Leased Real Property

  3.14

Lender Parties

  4.5

Licensed Intellectual Property

  8.5

Lien

  8.5

Material Adverse Effect

  8.5

Maximum Amount

  5.10

Measurement Time

  3.4

Merger

  Recitals

Merger Consideration

  2.1

Merger Sub

  Preamble

Ordinary Shares

  3.4

Outside Date

  7.1

Owned Intellectual Property

  3.15

Owned Real Property

  3.14

Paid Off Indebtedness

  5.6

Parent

  Preamble

Parent Material Adverse Effect

  8.5

Parent Plan

  5.7

Parent Refinancing

  8.5

Parent Termination Fee

  7.4

Patents

  8.5

Paying Agent

  2.3

Payment Fund

  2.3

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Term
  Section

Permits

  3.10

Permitted Lien

  8.5

Person

  8.5

Plan of Merger

  1.3

Proxy Statement

  5.3

Recommendation Change Notice

  5.2

Registrar

  1.3

Representatives

  8.5

Required Information

  8.5

RSU

  8.5

Sanctioned Person

  8.5

Sanctions

  8.5

Sarbanes Oxley Act

  8.5

SEC

  3.6

Securities Act

  3.6

Shareholder Litigation

  8.5

Shareholder Notice

  5.3

Shareholders Meeting

  5.3

Shares

  2.1

Solvent

  4.6

Special Committee

  8.5

Specified Jurisdictions

  8.5

Sponsor

  4.5

Subsidiary

  8.5

Superior Proposal

  5.2

Surviving Company

  1.1

Takeover Restrictions

  3.17

Targeted Audit Delivery Date

  5.6

Tax Returns

  3.12

Taxes

  3.12

Trade Secrets

  8.5

Trademarks

  8.5

Transaction Documents

  8.5

Triggering Event

  8.5

UBS

  3.18

Voting Agreements

  Recitals

WARN

  5.7

   

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AGREEMENT AND PLAN OF MERGER

        AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of December 23, 2019, among CULLIGAN INTERNATIONAL COMPANY, a Delaware corporation ("Parent"), AMBERJACK MERGER SUB LIMITED, a business company incorporated under the laws of the British Virgin Islands and a wholly-owned subsidiary of Parent ("Merger Sub"), and AQUAVENTURE HOLDINGS LIMITED, a business company incorporated under the laws of the British Virgin Islands (the "Company").


RECITALS

        WHEREAS, the Board of Directors of each of the Company (acting upon the recommendation of the Special Committee), Parent and Merger Sub deemed it advisable and in the best interests of their respective shareholders or stockholders, as applicable, to consummate the merger, on the terms and subject to the conditions set forth in this Agreement, of Merger Sub with and into the Company, with the Company surviving the merger as a wholly-owned subsidiary of Parent (the "Merger"), all in accordance with the BVI Business Companies Act, 2004, as amended (the "BVI Act"), of the British Virgin Islands;

        WHEREAS, the Boards of Directors of each of the Company (acting upon the recommendation of the Special Committee), Parent and Merger Sub have approved the Merger, this Agreement and the Plan of Merger and the other transactions contemplated hereby;

        WHEREAS, the Board of Directors of the Company (acting upon the recommendation of the Special Committee) has approved a resolution recommending to the shareholders of the Company that they adopt this Agreement and the Plan of Merger;

        WHEREAS, concurrently with the execution and delivery of this Agreement, and as a condition and inducement to Parent's and Merger Sub's willingness to enter into this Agreement, Parent is entering into voting agreements with certain shareholders of the Company (the "Voting Agreements").

        NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth herein, and subject to the conditions set forth herein, the parties hereto agree as follows:

ARTICLE I
THE MERGER

        SECTION 1.1    The Merger.     Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the BVI Act, at the Effective Time, Merger Sub shall be merged with and into the Company, whereupon the separate corporate existence of Merger Sub shall cease, and the Company shall continue as the surviving company in the Merger (the "Surviving Company") and as a wholly-owned subsidiary of Parent.


        SECTION 1.2
    Closing.     The closing of the Merger (the "Closing") shall take place at 10:00 a.m., New York time, (a) on the date as soon as practicable (and, in any event, within three Business Days) following the satisfaction or, to the extent permitted by applicable Law, waiver of the conditions set forth in Article VI (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted by applicable Law, waiver of those conditions), at the offices of Goodwin Procter LLP, 100 Northern Avenue, Boston, Massachusetts or (b) on such other date or time as may be mutually agreed to in writing by Parent and the Company; provided, that notwithstanding the foregoing, in no event shall the Closing take place prior to the Inside Date (determined after giving effect to any extensions as set forth in the definition thereof) without the prior written consent of Parent. The date on which the Closing occurs is referred to in this Agreement as the "Closing Date."


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        SECTION 1.3
    Effective Time.     Upon the terms and subject to the provisions of this Agreement, at the Closing, the parties shall execute and file the articles of merger, in the form attached hereto as Exhibit A (the "Articles of Merger") and the plan of merger, in the form attached hereto as Exhibit B (the "Plan of Merger") with the Registrar of Corporate Affairs of the British Virgin Islands (the "Registrar") pursuant to Section 171 of the BVI Act, and at the Closing, shall make any and all other filings or recordings required under the BVI Act in connection with the Merger (including the filing by Merger Sub's registered agent of a letter confirming it has no objections to the Merger). The Merger shall become effective at such time as the Articles of Merger are duly registered by the Registrar, or at such other date or time as Parent and the Company shall agree in writing (subject to the requirements of the BVI Act) and shall specify in the Articles of Merger (the time the Merger becomes effective, the "Effective Time").


        SECTION 1.4
    Effects of the Merger.     The Merger shall have the effects set forth in this Agreement, the Plan of Merger, the Articles of Merger and in the relevant provisions of the BVI Act. Without limiting the generality of the foregoing, at the Effective Time, all of the assets (including property), rights, privileges, powers and franchises of the Company and Merger Sub shall continue in the Surviving Company, and all claims, debts, liabilities and duties of the Company and Merger Sub shall continue as the claims, debts, liabilities and duties of the Surviving Company.


        SECTION 1.5
    Memorandum of Association and Articles of Association.     At the Effective Time, the Amended and Restated Memorandum of Association (the "Company Memorandum") and Articles of Association (the "Company Articles") of the Company shall be amended so that they read in their entirety as set forth in Exhibit C hereto, and, as so amended, shall be the memorandum of association and articles of association of the Surviving Company until thereafter amended in accordance with its terms and as provided by applicable Law.


        SECTION 1.6
    Directors.     Unless otherwise determined by Parent prior to the Effective Time, the directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Company immediately after the Effective Time until the earlier of their resignation or removal or until their respective successors are duly elected and qualified.


        SECTION 1.7
    Officers.     The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Company until the earlier of their resignation or removal or until their respective successors are duly elected and qualified.

ARTICLE II
EFFECT ON THE CAPITAL STOCK OF THE CONSTITUENT CORPORATIONS; EXCHANGE OF CERTIFICATES

        SECTION 2.1    Conversion of Shares.     At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holders of any shares of capital stock of the Company, Parent or Merger Sub:

            (a)   Each ordinary share, of no par value of the Company (a "Share" and collectively, the "Shares"), issued and outstanding immediately prior to the Effective Time (other than (i) Shares to be cancelled in accordance with paragraph (b) below and (ii) any Dissenting Shares) shall be converted automatically into and shall thereafter represent only the right to receive $27.10 in cash, without interest (the "Merger Consideration"). As of the Effective Time, but subject to Section 2.5, all Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and shall thereafter only represent the right to receive the Merger Consideration.

            (b)   Each Share held in the treasury of the Company or owned, directly or indirectly, by Parent, Merger Sub or any wholly-owned Subsidiary of the Company immediately prior to the

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    Effective Time shall automatically be cancelled and shall cease to exist, and no consideration shall be delivered in exchange therefor.

            (c)   Each ordinary share of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and non-assessable ordinary share of the Surviving Company.

            (d)   If at any time during the period between the date of this Agreement and the Effective Time, the outstanding shares of the Company shall be changed into a different number of shares or a different class or shall have different terms, in each case as a result of any reclassification, recapitalization, share split (including a reverse share split), stock dividend or any other similar event, then the Merger Consideration shall be equitably adjusted to reflect such event so as to provide Parent and the holders of Shares the same economic effect as contemplated by this Agreement prior to such event.


        SECTION 2.2
    Treatment of Options and Other Equity-Based Awards.     (a) At the Effective Time, each Company Stock Option, whether vested or unvested, that is outstanding immediately prior to the Effective Time shall be cancelled at the Effective Time in exchange for the right of the holder of such Company Stock Option to receive, for each Share subject to such Company Stock Option, an amount in cash, without interest and subject to deduction for any required withholding Tax, equal to the excess, if any, of the Merger Consideration over the applicable exercise price, with the aggregate amount of such payment rounded down to the nearest cent.

            (b)   At the Effective Time, each RSU, whether vested or unvested, that is outstanding immediately prior to the Effective Time, shall become fully vested and shall be cancelled and converted at the Effective Time into the right of the holder of such RSU to receive, for each RSU, an amount in cash, without interest and subject to deduction for any required withholding Tax, equal to the Merger Consideration, with the aggregate amount of such payment rounded up to the nearest cent.

            (c)   At the Effective Time, each Company Phantom Unit, whether vested or unvested, that is outstanding immediately prior to the Effective Time, shall become fully vested and shall be cancelled and converted at the Effective Time into the right of the holder of such Company Phantom Unit to receive, for each Company Phantom Unit, an amount in cash, without interest and subject to deduction for any required withholding Tax, equal to the Merger Consideration, with the aggregate amount of such payment rounded up to the nearest cent.

            (d)   As promptly as practicable following the Effective Time (and, in any event, not later than the third Business Day thereafter), the Surviving Company shall pay through its payroll system the amounts due and payable under this Section 2.2(d) to each holder of Company Stock Options, RSUs and Company Phantom Units.

            (e)   With respect to the Company 2016 Employee Share Purchase Plan (the "ESPP"), the Company will take all actions reasonably necessary to provide that (i) no new Offering (as defined in the ESPP) shall commence following the date of this agreement, (ii) no individual participating in the ESPP shall be permitted to (A) increase the amount of his or her rate of payroll contributions thereunder from the rate in effect as of the date of this agreement, or (B) make separate non-payroll contributions to the ESPP on or following the date of this agreement, and (iii) no individual who is not participating in the ESPP as of the date of this agreement may commence participation in the ESPP. No later than three Business Days prior to the Effective Time, the outstanding offering that is in progress on such date shall terminate and be the final offering under the ESPP and the accumulated payroll deductions of each participant under the ESPP will be returned to the participant by the Surviving Company pursuant to the terms of the ESPP, without the issuance of any Shares.

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            (f)    Prior to the Effective Time, the Company shall deliver all required notices to each holder of Company Stock Options, RSUs or Phantom Stock Units setting forth each holder's rights pursuant to the respective Company Stock Plan and stating that such Company Stock Options, RSUs or Phantom Stock Units shall be treated in the manner set forth in this Section 2.2.

            (g)   Prior to the Effective Time, the Company and the Company Board or any committee thereof, as applicable, shall take all actions necessary to effectuate the provisions of this Section 2.2 and to ensure that, as of the Effective Time, (i) the Company Stock Plans and the ESPP shall terminate and (ii) no holder of a Company Stock Option, RSU, Company Phantom Unit or other Person shall have any rights with respect to any equity incentive award to acquire the capital stock or shares, as applicable, of the Company, the Surviving Company or any of their Subsidiaries, except the right to receive the payment contemplated by this Section 2.2 in cancellation and settlement thereof.


        SECTION 2.3
    Exchange and Payment.     (a) Prior to the Effective Time, Parent shall enter into an agreement (in form and substance reasonably acceptable to the Company) with a reputable bank or trust company reasonably acceptable to the Company (which may be the Company's transfer agent) to act as paying agent in connection with the Merger (the "Paying Agent"). At or prior to the Effective Time, Parent shall deposit (or cause to be deposited) with the Paying Agent, to be held in trust for the benefit of the holders of the Shares, cash in an amount sufficient to pay the aggregate Merger Consideration in accordance with this Article (the "Payment Fund"). The Payment Fund shall not be used for any purpose other than to fund payments of the Merger Consideration due pursuant to this Article.

            (b)   Promptly after the Effective Time (and after receipt by the Paying Agent from the Company's transfer agent of all information reasonably necessary to enable the Paying Agent to effect the mailing set forth in this Section 2.3(b)), the Surviving Company shall cause the Paying Agent to mail to each holder of record of an outstanding certificate (a "Certificate"), if any, that immediately prior to the Effective Time represented outstanding Shares (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such Person shall pass, only upon proper delivery of the Certificates to the Paying Agent) and (ii) instructions for use in effecting the surrender of such Certificate in exchange for the Merger Consideration payable with respect thereto. Upon surrender of a Certificate to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by such Certificate, and the Certificate so surrendered shall forthwith be cancelled.

            (c)   The Paying Agent shall issue and deliver to each holder of uncertificated Shares represented by book entry ("Book-Entry Shares"), if any, the Merger Consideration for each such Book-Entry Share, upon receipt of an "agent's message" by the Paying Agent (or such other evidence, if any, of transfer as the Paying Agent may reasonably request), and such Book-Entry Shares shall then be cancelled.

            (d)   No interest will be paid to or accrued for the benefit of holders of Certificates or Book-Entry Shares on the Merger Consideration payable in respect of such Certificates or Book-Entry Shares.

            (e)   If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate or Book-Entry Share is registered, it shall be a condition of payment that such Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer or such Book-Entry Share shall be properly transferred and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder

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    of the Certificate or Book-Entry Share surrendered or shall have established to the satisfaction of Parent and the Paying Agent that such tax either has been paid or is not applicable.

            (f)    Until surrendered as contemplated by this Section 2.3, each Certificate and Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration payable in respect of Shares theretofore represented by such Certificate or Book-Entry Shares, as applicable, without any interest thereon.

            (g)   All cash paid upon the surrender for exchange of Certificates or Book-Entry Shares in accordance with the terms of this Article shall be deemed to have been paid in full satisfaction of all rights pertaining to the Shares formerly represented by such Certificates or Book-Entry Shares.

            (h)   The Paying Agent shall invest any cash included in the Payment Fund as directed by Parent; provided, that (i) no investment of such cash shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (ii) such investments in all events shall be in short-term obligations of the United States of America with maturities of no more than 30 days, or guaranteed by, and backed by the full faith and credit of, the United States of America. If for any reason (including investment losses) the cash in the Payment Fund is insufficient to fully satisfy all of the payment obligations to be made by the Paying Agent hereunder, Parent shall promptly deposit cash into the Payment Fund in an amount which is equal to such deficiency. Any interest and other income resulting from such investments shall be payable to the Surviving Company.

            (i)    At any time following the first anniversary of the Effective Time, the Surviving Company shall be entitled to require the Paying Agent to deliver to it any funds (including any interest received with respect thereto) which have been made available to the Paying Agent and which have not been disbursed to holders of Certificates or Book-Entry Shares, and thereafter such holders shall be entitled to look to Parent and the Surviving Company (subject to abandoned property, escheat or other similar laws) only as general creditors thereof with respect to the Merger Consideration payable upon due surrender of their Certificates or Book-Entry Shares.

            (j)    The Surviving Company shall pay all charges and expenses of the Paying Agent in connection with the exchange of Shares for the Merger Consideration.

            (k)   If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit, in form and substance reasonably acceptable to Parent and the Paying Agent, of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent or the Paying Agent, the posting by such Person of a bond in such amount as Parent or the Paying Agent may determine is reasonably necessary as indemnity against any claim that may be made against it or the Surviving Company with respect to such Certificate, the Paying Agent will deliver in exchange for such lost, stolen or destroyed Certificate the Merger Consideration payable in respect thereof pursuant to this Agreement.

            (l)    None of Parent, the Surviving Company, the Paying Agent or any other Person shall be liable to any Person in respect of any portion of the Payment Fund properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. If any Certificates or Book-Entry Shares shall not have been exchanged prior to the date on which the related Merger Consideration would escheat to or become the property of any Governmental Entity, such Merger Consideration shall, to the extent permitted by applicable Law, become the property of the Surviving Company, free and clear of all claims or interest of any Person previously entitled thereto.


        SECTION 2.4
    Withholding Rights.     Parent, the Surviving Company and the Paying Agent shall be entitled to deduct and withhold from any amounts payable pursuant to this Agreement, including the consideration otherwise payable to any holder of Shares, Company Stock Options, RSUs or

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Company Phantom Units, such amounts as Parent, the Surviving Company or the Paying Agent are required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code of 1986, as amended (the "Code"), or any provision of state, local or non-U.S. tax Law. Except with respect to payments in the nature of compensation to be made to employees or former employees of the Company, if Parent, the Surviving Company or the Paying Agent determines that an amount is required to be deducted and withheld, Parent shall use reasonable best efforts to provide the payee, at least three Business Days prior to the date the applicable payment is scheduled to be made: (a) with written notice of the intent to deduct and withhold, which shall include a copy of the calculation of the amount to be deducted and withheld; and (b) a reasonable opportunity to provide forms or other evidence that would exempt such amounts from withholding (or reduce such withholding). To the extent that amounts are so withheld, such withheld amounts shall be paid over to the appropriate taxing authority and treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made.


        SECTION 2.5
    Dissenting Shares.     At or from the Effective Time, all Dissenting Shares shall automatically be cancelled and shall cease to exist or be outstanding, and each holder of Dissenting Shares shall cease to be a shareholder of the Company (and shall not be a shareholder of the Surviving Company) and shall cease to have any rights thereto (including any right to receive such holder's portion of the aggregate Merger Consideration pursuant to Section 2.1(a)), subject to and except for such rights as are granted under Section 179 of the BVI Act. If any holder of Shares (other than a holder of Shares who consented in writing to the Company Shareholder Approval) fails to give written notice of its election to dissent from the Merger under Section 179 of the BVI Act within twenty (20) days immediately following the date of the Shareholder Notice, or otherwise fails validly to dissent in accordance with the terms of Section 179 of the BVI Act, then the rights of such holder under Section 179 of the BVI Act shall cease to exist, and the underlying Shares shall be cancelled in accordance with Section 2.1(a), and shall entitle the holder thereof only to receive compensation in accordance with such Section 2.1(a). The Company shall give Parent prompt notice, and in any event notice within one Business Day, of any notice or purported notice received by the Company of any shareholder's intent to exercise and/or exercise of rights pursuant to Section 179 of the BVI Act, the withdrawal of any such notice and any other documents served upon the Company pursuant to or in connection with Section 179 of the BVI Act or a shareholder's dissent or appraisal rights. Prior to the Effective Time, the Company shall not, except with the prior written consent of Parent or as otherwise required by an order, decree, ruling or injunction of a court of competent jurisdiction, make any payment with respect to any such exercise of dissenter's rights or offer to settle or settle any such rights.

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ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE COMPANY

        Except as set forth (a) in the Company SEC Documents filed or furnished prior to the date of this Agreement (but excluding any risk factors and any disclosures included in any "forward-looking statements" disclaimer or other statements that are similarly non-specific and predictive or forward-looking in nature, other than specific factual information contained therein), or (b) in the disclosure letter delivered by the Company to Parent contemporaneously with the execution of this Agreement (the "Company Disclosure Letter") prepared in accordance with Section 8.16, the Company represents and warrants to Parent and Merger Sub as follows:


        SECTION 3.1
    Organization, Standing and Power.     (a) Each of the Company and its Subsidiaries (i) is an entity duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept) under the Laws of the jurisdiction of its organization, (ii) has all requisite corporate or similar power and authority to own, lease and operate its properties and to carry on its business as now being conducted and (iii) is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions that recognize such concept) in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, except, with respect to clause (iii), for any such failures to be so qualified or licensed or in good standing as, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect.

            (b)   The Company has previously furnished or otherwise made available to Parent a true and complete copy of the Company Memorandum and the Company Articles and the organizational documents of each Subsidiary of the Company, each as amended to the date of this Agreement. The Company is not in violation of any provision of the Company Memorandum or the Company Articles in any material respect.


        SECTION 3.2
    Authority; Execution; Delivery.     (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to the approval of this Agreement and the transactions contemplated hereby pursuant to resolutions to be considered at a duly convened and constituted meeting of the shareholders of the Company by the holders of at least two-thirds of the votes of those shareholders of the Company entitled to vote and voting on those resolutions (the "Company Shareholder Approval"), to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part of the Company are necessary to approve this Agreement or to consummate the transactions contemplated hereby, subject, in the case of the consummation of the Merger, to obtaining the Company Shareholder Approval. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the enforcement of creditors' rights generally or by general principles of equity (collectively, the "Equitable Exceptions")).

            (b)   Prior to the execution hereof, the Board of Directors of the Company (the "Company Board"), at a meeting duly called and held at which all directors of the Company were present, in person or via telephone, duly and unanimously adopted, in accordance with the BVI Act, the Company Memorandum and the Company Articles (and acting upon the unanimous recommendation of the Special Committee), resolutions (i) approving and authorizing the Company to execute and deliver the Transaction Documents, and approving the Merger and the

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    other transactions contemplated by this Agreement, (ii) determining that the Merger and the other transactions contemplated by the Transaction Documents are in the best interest of the Company, (iii) recommending that the holders of the Shares adopt a resolution authorizing this Agreement and the Plan of Merger by approving the Company Shareholder Approval, and (iv) submitting this Agreement, the Plan of Merger, the Articles of Merger, the Merger and other transactions contemplated by this Agreement to the holders of Shares for their approval at the Shareholders Meeting.

            (c)   The Company Shareholder Approval is the only vote or consent of the holders of any class or series of shares of the Company necessary to approve this Agreement or the Merger or the other transactions contemplated hereby.


        SECTION 3.3
    No Conflict; Consents and Approvals.     (a) The execution, delivery and performance of this Agreement by the Company, and the consummation by the Company of the transactions contemplated hereby, do not and will not:

                (i)  conflict with or violate the Company Memorandum or the Company Articles;

               (ii)  assuming that the representations and warranties of Parent and Merger Sub in Section 4.8 are accurate, and that all consents, approvals and authorizations contemplated by paragraph (b) below have been obtained and all filings described therein have been made, conflict with or violate any Law applicable to the Company or any of its Subsidiaries or by which any of their assets or properties are bound; or

              (iii)  result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or result in the loss of a benefit under, or give rise to any right of termination, cancellation, amendment or acceleration of, any Company Contract; except, in the case of clauses (ii) and (iii), for any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect.

            (b)   The execution, delivery and performance of this Agreement by the Company, and the consummation by the Company of the transactions contemplated hereby, do not and will not, with respect to the Company and its Subsidiaries, require any consent, approval, authorization or permit of, or action by, filing with or notification to, any Governmental Entity, except for (i) such filings as may be required under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (ii) such filings as may be required under any state securities or "blue sky" laws, (iii) the filings required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act"), (iv) such filings as are necessary to comply with the applicable requirements of the New York Stock Exchange, (v) the filing with the Registrar of the Articles of Merger and Plan of Merger as required by the BVI Act, and (vi) any such other consents, approvals, authorizations, Permits, actions, filings or notifications the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.


        SECTION 3.4
    Capitalization.     (a) The Company is authorized to issue 250,000,000 ordinary shares of no par value ("Ordinary Shares"). As of the close of business on December 20, 2019 (the "Measurement Time"), 31,774,577 Ordinary Shares were issued and outstanding, (B) no Ordinary Shares were held by the Company as treasury shares, (C) 3,398,358 Ordinary Shares were subject to issuance pursuant to outstanding Company Stock Options, 626,941 Ordinary Shares were subject to issuance pursuant to outstanding RSUs, and 51,968.98 Ordinary Shares were subject to issuance pursuant to outstanding Company Phantom Units and (D) 401,299 Ordinary Shares were reserved for issuance pursuant to the ESPP, including 14,368 Ordinary Shares which are estimated to be subject to outstanding purchase rights under the ESPP (based on the closing price of a Share as of the Measurement Time).

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            (b)   Except as set forth above and except for changes since the close of business on the Measurement Time resulting from the exercise of Company Stock Options and the settlement of RSUs or Company Phantom Units outstanding at such time, the grant of Company Stock Options or RSUs to non-officer employees or newly hired employees to the extent permitted by Section 5.1(j) and the grant of Company Phantom Units to eligible members of the Company Board to the extent permitted by Section 5.1(j), (i) there are not outstanding (A) any shares or other voting equity securities of the Company, (B) any securities of the Company convertible into or exchangeable or exercisable for shares or voting equity securities of the Company, (C) any options or other rights to acquire from the Company, and no obligation of the Company to issue, any shares, voting equity securities or securities convertible into or exchangeable or exercisable for shares or voting equity securities of the Company, or (D) stock appreciation rights, "phantom" stock rights, performance units, interests in or rights to the ownership or earnings of the Company or other equity equivalent or equity-based awards or rights; (ii) there are no outstanding obligations of the Company to repurchase, redeem or otherwise acquire any shares, voting equity securities or securities convertible into or exchangeable or exercisable for shares or voting equity securities of the Company; and (iii) there are no other options, calls, warrants or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued shares of the Company to which the Company is a party.

            (c)   No Ordinary Shares of the Company are owned by any Subsidiary of the Company.

            (d)   All outstanding Ordinary Shares of the Company are, and all shares reserved for issuance will be, when issued, duly authorized, validly issued, fully paid and nonassessable, and are not, and will not be, subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the BVI Act, the Company Memorandum, the Company Articles or any Contract to which the Company is a party or is otherwise bound.

            (e)   The Company does not have outstanding any bonds, debentures, notes or other indebtedness having the right to vote (or convertible into, or exchangeable or exercisable for, securities having the right to vote) with the holders of Ordinary Shares of the Company on any matter.

            (f)    There are no stockholder agreements, voting trusts, investor rights agreements, registration rights agreements or other analogous agreements or understandings to which the Company is a party and that relate to any of the Ordinary Shares of the Company.

            (g)   Section 3.4(g) of the Company Disclosure Letter sets forth a true and complete list of all holders, as of the Measurement Time, of outstanding Company Stock Options, RSUs and Company Phantom Units, indicating, as applicable, the type of award granted, the number of Shares subject to such award, the name of the Company Stock Plan under which such award was granted, the date of grant, the exercise or purchase price of such award (if applicable) and the expiration date of such award.

            (h)   The Company has made available to Parent true and complete copies of all Company Stock Plans and the forms of all stock option agreements evidencing outstanding Company Stock Options and restricted stock unit agreements evidencing outstanding RSUs. No Company Stock Option or RSU was granted pursuant to an agreement that is materially different than the forms made available to Parent. Each Company Stock Option, RSU and Company Phantom Unit was granted in compliance, in all material respects, with all applicable Laws and the terms and conditions of the Company Stock Plan pursuant to which such award was granted.


        SECTION 3.5
    Subsidiaries.     (a) Section 3.5(a) of the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of each Subsidiary of the Company and its jurisdiction of

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incorporation or organization. Except as set forth on Section 3.5(a) of the Company Disclosure Letter, the Company does not, directly or indirectly, own or hold any capital stock, membership interests or other ownership interests in any other Person.

            (b)   Each of the outstanding shares of capital stock of each of the Company's Subsidiaries have been duly authorized and validly issued, and where applicable, are fully paid and nonassessable, and all such shares are owned by the Company or another wholly-owned Subsidiary of the Company and are owned free and clear of all Liens, except where any such failure to own any such shares free and clear, individually or in the aggregate, is not, and would not reasonably be expected to be, material to the Company and its Subsidiaries, taken as a whole.

            (c)   There are no options, warrants, convertible securities or other rights or Contracts of any character obligating any of the Subsidiaries to issue or sell any equity interests. There are no outstanding contractual obligations of any Subsidiary to repurchase, redeem or otherwise acquire any equity interests in such Subsidiary or to make any investment (in the form of a loan, capital contribution or otherwise) in any other Person. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to any of the Subsidiaries. There are no voting trusts, proxies or other Contracts with respect to the voting of the equity interests of the Subsidiaries or any investor rights, registration rights, stockholder or other Contract relating to, binding on or otherwise affecting the equity interests of any of the Subsidiaries.


        SECTION 3.6
    SEC Reports; Financial Statements.     (a) The Company has filed, furnished or otherwise transmitted all forms, reports, statements, certifications and other documents required to be filed or furnished by it with the Securities and Exchange Commission (the "SEC") since December 31, 2017, including any certification or statement required by: (i) Rule 13a-14 or Rule 15d-14 under the Exchange Act (and Section 302 of the Sarbanes-Oxley Act); (ii) Section 906 of the Sarbanes-Oxley Act; and (iii) any other rule or regulation promulgated by the SEC or applicable to the Company SEC Documents filed on or after December 31, 2017 (all such items filed or furnished since such date, collectively, the "Company SEC Documents"). Each Company SEC Document, as of its respective date or, if amended, as of the date of the last such amendment, complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act, as the case may be, each as in effect on the date so filed or furnished. None of the Company SEC Documents, as of their respective dates or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such amendment or superseding filing, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

            (b)   The audited consolidated financial statements of the Company included in the Company's Annual Report on Form 10-K included in the Company SEC Documents (i) have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or as permitted by Form 10-K), (ii) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and (iii) fairly present, in all material respects, the consolidated financial position of the Company and its Subsidiaries at the respective dates thereof and the results of their operations and cash flows for the periods indicated. The unaudited consolidated financial statements of the Company included in the Company's Quarterly Reports on Form 10-Q included in the Company SEC Documents (A) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or as permitted by Form 10-Q), (B) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and

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    (C) fairly present in all m