Exhibit 10.1


 


EXECUTION VERSION


 




THIS AMENDMENT NO. 2 TO THE SECOND AMENDED
AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Amendment”) is entered into as of November 25, 2020, by
and among (i) Evoqua Water Technologies Corp. (f/k/a EWT Holdings I Corp.), a Delaware corporation (the “Company”),
(ii) the AEA Investors and (iii) the 2020 Amending Investors (as defined herein), to amend the Second Amended and Restated Registration
Rights Agreement, dated as of October 16, 2017 (as amended by Amendment No. 1 to the Second Amended and Restated Registration Rights
Agreement, dated as of November 22, 2019, the “Registration Rights Agreement”) by and among the Company, the
AEA Investors and the Minority Investors.


 


Capitalized terms used but not defined in
this Amendment shall have the meanings ascribed to them in the Registration Rights Agreement.


 


RECITALS:


 


WHEREAS, pursuant to Section 4.4 of the
Registration Rights Agreement as in effect immediately prior to the execution of this Amendment, the Registration Rights Agreement
may be amended with the written approval of the Company and Holders holding a majority of the Registrable Securities then held
by all Holders; and


 


WHEREAS, (i) the Company and (ii) the AEA
Investors and the 2020 Amending Investors, which are the Holders of a majority of the Registrable Securities, desire to amend the
Registration Rights Agreement on the terms and conditions set forth herein.


 


NOW, THEREFORE, in consideration of the
premises and of the mutual covenants and obligations hereinafter set forth, the parties hereto hereby agree as follows:


 


1.        Amendments.




 


(a)
Section 1 of the Registration Rights Agreement is hereby amended by adding the following definition to such Section (in alphabetical
order):


 


“2020
Amending Investors” means AEA Investors Fund V LP, AEA Investors Fund V-A LP, AEA Investors Fund V-B LP, AEA Investors
Participant Fund V LP, AEA Investors QP Participant Fund V LP, bcIMC Private Placement (2013) Investment Corporation, bcIMC (WCBAF)
Private Placement (2013) Investment Corporation, Jungfrau SICAV-SIF, Monte Rosa Funds SICAV-SIF, Monte Rosa Opportunities SICAV-SIF
and Pictet Private Equity Investors SA, together with their respective Permitted Transferees and each party who executes a joinder
to this Agreement agreeing to be bound by and comply with the terms, conditions and provisions hereof applicable to the Amending
Investors from time to time.”


 






     


     


    

 


(b)
Section 2.7(c) of the Registration Rights Agreement is hereby amended and restated in its entirety as follows:





 


“(c)
Notwithstanding anything contained in this Agreement to the contrary, each of the Minority Investors agrees not to sell, transfer
or otherwise dispose of any Common Stock or Common Stock Equivalent pursuant to Rule 144 or other private placement for a period
of two (2) years following the Company’s IPO (the “Restricted Period”), provided that solely with
respect to the Amending Investors that are not 2020 Amending Investors, the Restricted Period shall mean a period of three (3)
years following the Company’s IPO, provided, further, that solely with respect to the 2020 Amending Investors,
the Restricted Period shall mean a period of four (4) years following the Company’s IPO, except, in each case, (i) for the
avoidance of doubt, pursuant to a registered offering in accordance with the terms of this Agreement, (ii) if consented to in writing
by the Board in its sole discretion, which consent may be provided on an individual basis with respect to any particular Holder
or (iii) to a Permitted Transferee. In the event the Restricted Period shall be shortened in respect of any Minority Investor,
the Restricted Period for each other Minority Investor shall likewise be shortened.”




 


(c) Effectiveness. This Amendment
shall be deemed to be effective and in full force and effect as of the date hereof. Except as expressly amended by this Amendment,
all terms and provisions of the Registration Rights Agreement shall remain unchanged and in full force and effect without modification,
and nothing herein shall operate as a waiver of any party’s rights, powers or privileges under the Registration Rights Agreement.
Any references in the Registration Rights Agreement to “this Agreement,” or to the words “hereof” or “hereunder”
or words of similar import, and all references to the Registration Rights Agreement in any and all agreements, instruments, documents
and other writings of any kind (other than in this Amendment or as otherwise expressly provided), shall mean the Registration Rights
Agreement as amended by this Amendment, whether or not this Amendment is expressly referenced.


 


(d) Governing Law; Arbitration.


 


(i) This Amendment will be governed by,
and construed in accordance with, the laws of the State of New York, without giving effect to the principles of conflict of laws
thereof.


 


(ii) Except as otherwise provided in this
Amendment, any controversy or dispute arising out of this Amendment, the interpretation of any of the provisions hereof or the
action or inaction of any Person hereunder shall be submitted to arbitration in New York, New York, before the American Arbitration
Association under the commercial arbitration rules of such Association. Any award or decision obtained from any such arbitration
proceeding shall be final and binding on the parties, and judgment upon any award so obtained may be entered in any court having
jurisdiction thereof. To the fullest extent permitted by law, no action at law or in equity based upon any claim arising out of
or related to this Amendment shall be instituted in any court by any party except: (i) an action to compel arbitration pursuant
to this Section 1(d)(ii), (ii) an action to enforce an award obtained in an arbitration proceeding in accordance with this Section
1(d)(ii), or (iii) an action for injunctive relief when and if such relief is appropriate under the terms of this Amendment.


 






    2


     


    

 





2.       Counterparts.
This Amendment may be executed and delivered in any number of separate counterparts (including by facsimile or electronic mail),
each of which shall be an original, but all of which together shall constitute one and the same instrument.


 


3.       Severability.
The provisions of this Amendment shall be deemed severable and the invalidity or unenforceability of any provision shall not affect
the validity or enforceability of the other provisions hereof. If any provision of this Amendment, or the application thereof to
any person or any circumstance, is invalid or unenforceable, (a) a suitable and equitable provision shall be substituted therefor
in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision
and (b) the remainder of this Amendment and the application of such provision to other persons or circumstances shall not be affected
by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of
such provision, or the application thereof, in any other jurisdiction.


 


4.       Entire
Agreement. This Amendment, the Registration Rights Agreement, the Second A&R Stockholders Agreement and the other documents
referred to herein or therein or delivered pursuant hereto or thereto which form part hereof or thereof constitute the entire agreement
and understanding between the parties hereto and thereto and supersedes all prior agreements and understandings relating to the
subject matter hereof and thereof.


 


[Remainder of Page Intentionally Left
Blank]


 








    3


     


    

 





IN
WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of the date first above written.




 


	 	THE COMPANY:
	 	 
	 	EVOQUA WATER TECHNOLOGIES
    CORP.
	 	 
	 	By:	/s/ Vincent Grieco
	 	Name: Vincent Grieco
	 	Title:   Executive Vice President
    and General Counsel






 


[Signature Page to
Amendment No. 2 to Registration Rights Agreement]


 






     


     


    

 





	AEA INVESTORS:	 
	AEA INVESTORS FUND V LP	 
	 	 
	By: AEA Investors Partners V LP,	 
	Its General Partner	 
	 	 
	By: AEA Management (Cayman) Ltd.,	 
	Its General Partner	 
	 	 
	By:	/s/ Barbara L. Burns	 
	Name:   Barbara L. Burns	 
	Title:     Vice President	 
	 	 
	AEA INVESTORS FUND V-A LP	 
	 	 
	By: AEA Investors Partners V LP,	 
	Its General Partner	 
	 	 
	By: AEA Management (Cayman) Ltd.,	 
	Its General Partner	 
	 	 
	By:	 /s/ Barbara L. Burns	 
	Name:   Barbara L. Burns	 
	Title:     Vice President	 
	 	 
	AEA INVESTORS FUND V-B LP	 
	 	 
	By: AEA Investors Partners V LP,	 
	Its General Partner	 
	 	 
	By: AEA Management (Cayman) Ltd.,	 
	Its General Partner	 
	 	 
	By:	/s/ Barbara L. Burns	 
	Name:   Barbara L. Burns	 
	Title:     Vice President	 




 


[Signature Page to
Amendment No. 2 to Registration Rights Agreement]


 






     


     


    

 







 






AEA INVESTORS PARTICIPANT

 FUND V LP


 


By: AEA Investors PF V LLC,


Its General Partner


 


	By:	/s/ Barbara L. Burns	 




	Name:	Barbara L. Burns	 
	Title:	Vice President	 




 


AEA INVESTORS QP PARTICIPANT

 FUND V
LP


 


By: AEA Investors PF V LLC,


Its General Partner


 


	By:	/s/ Barbara L. Burns	 




	Name:	Barbara L. Burns	 
	Title:	Vice President	 




 


[Signature Page to Amendment No. 2 to Registration Rights Agreement]


 






     


     


    

 


BCIMC PRIVATE PLACEMENT (2013) 


INVESTMENT CORPORATION


 


	By:	/s/ Jim Pittman	 




	Name:	Jim Pittman	 
	Title:	Director	 




 


BCIMC (WCBAF) PRIVATE PLACEMENT (2013)



INVESTMENT CORPORATION


 


	By:	/s/ Jim Pittman	 




	Name:	Jim Pittman	 
	Title:	Director	 




 


[Signature Page to Amendment No. 2 to Registration Rights Agreement]


 






     


     


    

 


JUNGFRAU SICAV-SIF


 


	By:	/s/ Christophe Vasselin	 




	Name:	Christophe Vasselin	 
	Title:	Assistant Vice-President	 




 


	By:	/s/ Fabien LETT	 




	Name:	Fabien LETT	 
	Title:	Officer	 




 


MONTE ROSA FUNDS, SICAV-SIF, 


in relation to its segregated compartment



Monte Rosa 2011


 


	By:	/s/ Christophe Vasselin	 




	Name:	Christophe Vasselin	 
	Title:	Assistant Vice-President	 




 


	By:	/s/ Fabien LETT	 




	Name:	Fabien LETT	 
	Title:	Officer	 




 


MONTE ROSA OPPORTUNITIES, SICAV-SIF,



in relation to its segregated compartment



Monte Rosa Co-Investments II


 


	By:	/s/ Christophe Vasselin	 




	Name:	Christophe Vasselin	 
	Title:	Assistant Vice-President	 




 


	By:	/s/ Fabien LETT	 




	Name:	Fabien LETT	 
	Title:	Officer	 




 


[Signature Page to Amendment No. 2 to Registration Rights Agreement]


 



     


     


    

 


PICTET PRIVATE EQUITY INVESTORS SA


 


	By:	/s/ Christophe Vasselin	 




	Name:	Christophe Vasselin	 
	Title:	Assistant Vice-President	 




 


	By:	/s/ Fabien LETT	 




	Name:	Fabien LETT	 
	Title:	Officer	 




 


[Signature Page to Amendment No. 2 to Registration Rights Agreement]