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UNINCORPORATED JOINT VENTURE AGREEMENT

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AGREEMENT dated 28 October 2014

PARTIES

THE PARTIES NAMED IN THE TABLE IN SCHEDULE 1 (each a “Participant”)

INTRODUCTION

The Participants:

(a) hold the number and percentage of fully paid ordinary shares (“Shares”) in Just Water International Limited (“Company”) set out in schedule 1;

(b) are associates of each other for the purposes of the Takeovers Code Approval Order 2000 (“Code”); and

(c) propose to form an unincorporated joint venture recording their intention to act jointly and in concert with each other for the purpose and on the terms set out in this Agreement.

AGREEMENT

2. JOINT VENTURE

2.1 Joint Venture: With effect from the date of this Agreement (“Effective Date”), the Participants form an unincorporated joint venture on the terms set out in this Agreement (“Joint Venture”).

2.2 Purpose: The purpose of the Joint Venture is for the Participants, jointly and in concert with each other:

(a) to make a full takeover offer, under the Code, to acquire all of the Shares not already held by the Participants and all of the options to subscribe for Shares (“Options”) (“Offer”);

(b) subsequent to making the Offer, and provided the Joint Venture becomes the holder or controller of 90% or more of the voting rights in the Company, to compulsorily acquire the remaining Shares and Options not held or controlled by the Joint Venture under Part 7 of the Code (“Compulsory Acquisition”); and

(c) following completion of the Offer and Compulsory Acquisition to between them own and control all the Shares.

(together, the “Purpose”).

2.3 No other activity: Unless all Participants otherwise agree in writing, the Joint Venture shall not engage in any business or activity which is not the Purpose, or reasonably incidental to the Purpose.

3. HARVARD TO ACQUIRE SHARES AND OPTIONS

3.1 Harvard to acquire Shares and Options: The Participants appoint The Harvard Group Limited (“Harvard”) to:

(a) Acquire, to its own account, legal and beneficial ownership of Shares and Options pursuant to the Offer and Compulsory Acquisition (such Shares being “Acquired

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Shares” and such Options being “Acquired Options”) on behalf of the Joint Venture; and

(b) incur, to its own account, on behalf of the Joint Venture, all of the costs under or in respect of the Offer and Compulsory Acquisition (if applicable), including without limitation:

(i) payment of the Offer Price for all Acquired Shares and Acquired Options; and

(ii) printing costs, mailing costs, legal costs, independent adviser’s costs and other costs and expenses necessary or desirable to give effect to the Purpose, including without limitation costs pursuant to Rule 49 of the Code.

3.2 Harvard indemnity: Harvard indemnifies the Participants against all costs, claims, liabilities and expenses arising in respect of the Offer and Compulsory Acquisition.

4. DECISION MAKING

4.1 Harvard to make decisions: With effect from the Effective Date, the parties appoint Harvard to make all of the decisions in respect of the Joint Venture on behalf of the Participants. Harvard will keep the Participants fully informed regarding any such decisions.

4.2 Harvard’s authority: From the Effective Date:

(a) Harvard has the power and authority to govern and control the Joint Venture and all activities and operations of the Joint Venture, to act on behalf of the Participants in relation to all matters in respect of the Joint Venture, and to do all acts, matters and things that Harvard considers necessary or desirable to give effect to the Purpose or this Agreement;

(b) Harvard is irrevocably appointed as the agent and attorney of the Participants to do all acts, matters and things that Harvard considers necessary or desirable in connection with the Purpose or this Agreement, including, for the avoidance of doubt, signing all documents, delivering all notices and setting the per Share and per Option offer price payable by Harvard under the Offer (“Offer Price”); and

(c) no action of a Participant is binding on any other Participant unless that action is taken or approved by Harvard.

4.3 Ratification: Each Participant:

(a) ratifies and approves any action taken by Harvard in good faith prior to the Effective Date in connection with the Purpose or the establishment of the Joint Venture; and

(b) will, on request, ratify and approve any action taken by Harvard in good faith on or after the Effective Date in connection with the Purpose or for the purposes of giving effect to this Agreement.

4.4 Voting rights: For the avoidance of doubt, nothing in this Agreement gives Harvard or any other party control of, or results in Harvard or any other party holding, the voting rights attaching to a Participant’s Shares.

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5. RESTRICTIONS ON PARTICIPANTS

5.1 Restrictions: From the Effective Date until the date on which this Agreement is terminated, no Participant may:

(a) sell, transfer or otherwise dispose of any interest in the Joint Venture or any Shares (except in respect of Shares, in compliance with the pre-emptive rights, drag along rights and tag along rights set out in schedule 2, and after the date on which the Offer is withdrawn or the Offer and Compulsory Acquisition are completed);

(b) take any step, or do any act, matter or thing, directly or indirectly:

(i) which may frustrate the Purpose; or

(ii) which is inconsistent with the spirit, intent or provisions of this Agreement.

6. PRE-EMPTIVE RIGHTS

6.1 Constitution and pre-emptive rights: Each Participant will, on and from the date on which the Offer and Compulsory Acquisition are completed, comply with the pre-emptive rights, drag along rights and tag along rights set out in schedule 2 (notwithstanding any provision to the contrary in the Company’s constitution) and, as soon as practicable, take all steps reasonably necessary to adopt a new constitution for the Company which includes those rights and is otherwise on terms agreed between the Participants.

7. TERMINATION

7.1 Participants remain bound: A Participant will remain bound by this Agreement until:

(a) it is terminated in accordance with clause 7.2; or

(b) the Participant, having acted in compliance with this Agreement, or otherwise with the written approval of Harvard, ceases to be a shareholder in the Company.

7.2 Termination:

(a) This Agreement will automatically terminate if for any reason the Offer does not become unconditional and as a result Harvard does not become bound to acquire Shares under the Offer.

(b) Harvard may, prior to Harvard making the Offer, or becoming bound to acquire Shares and Options or to proceed with a process to acquire Shares and Options under the Offer, terminate this Agreement by notice to the other Participants.

(c) Any Participant may terminate this Agreement by notice to the other Participants if Harvard has not delivered a takeover notice in respect of the Offer pursuant to Rule 41 of the Code on or before 5.00pm on 31 December 2014.

7.3 Consequences of termination:

(a) Subject to sub-clauses (b) and (c), if this Agreement is terminated, then the Participants will cease to have any further rights or obligations under this Agreement.

(b) Termination or expiry of this Agreement will not affect any rights or liabilities that accrued prior to termination.

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(c) Clauses 3.2 and 8 will survive termination of this Agreement.

8. CONFIDENTIALITY

8.1 Confidentiality Obligation: Subject to clause 8.2, each Participant shall keep confidential and make no disclosure of:

(a) the existence and contents of this Agreement; and

(b) all information obtained from another Participant or another Participant’s advisers under this Agreement or in the course of negotiations in respect of this Agreement,

(together “Information”).

8.2 Exceptions: Information may be disclosed by a Participant if:

(a) disclosure is required by law or is necessary to obtain the benefits of, or fulfil obligations under, this Agreement; or

(b) that Information already is, or becomes, public knowledge other than as a result of a breach of clause 8.1 by a Participant; or

(c) disclosure is made to a lawyer or accountant for that Participant.

9. GENERAL

9.1 Amendments: No amendment to this Agreement is effective unless it is in writing and signed by all of the Participants.

9.2 Further assurances: Each Participant will from time to time on request by any other Participant execute and deliver all documents and do all other acts and things, which are necessary or reasonably required to give full force and effect to the provisions of, and arrangements contemplated by, this Agreement.

9.3 Waiver: Any delay, failure or forbearance by a Participant to exercise (in whole or in part) any right, power or remedy under, or in connection with, this Agreement shall not operate as a waiver of such right, power or remedy. A waiver of any breach of any provision of this Agreement shall not be effective unless that waiver is in writing and is signed by the Participant against whom that waiver is claimed. A waiver of any breach shall not be, or be deemed to be, a waiver of any other or subsequent breach.

9.4 Trustees liability: The obligations of Anthony Edwin Falkenstein and Ian Donald Malcolm as trustees of the Edwin Trust, Heather Jeanette Falkenstein and Ian Donald Malcolm as trustees of the Jeanette Trust, Anthony Edwin Falkenstein as trustee of The Renate Share Trust, Anthony Edwin Falkenstein and Ian Donald Malcolm as trustees of the Edwin Trust as bare trustees for Anthony Edwin Falkenstein and Leon Fourie as trustees of the Falkenstein Unitec Business School Charitable Trust, Anthony Edwin Falkenstein and Christopher Roy Saunders as trustees of the Falkenstein Onehunga Business School Charitable Trust and Anthony Edwin Falkenstein and Gregory Paul Whittred as trustees of the Falkenstein University of Auckland Business School Charitable Trust under the transactions contemplated by this Agreement extend exclusively to their capacity as trustees of the respective trusts, and their liability under this Agreement is limited in all respects to the assets of each of those trusts coming into their control from time to time, and unless expressly provided in this Agreement none of them are assuming any liability whatsoever in their personal capacities under this Agreement.

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SCHEDULE 1

PARTICIPANTS

Participant Number of ordinary shares in Just Water International Limited

Percentage of shares on issue in Just Water International Limited

The Harvard Group Limited 53,936,342 60.28%

Anthony Edwin Falkenstein and Ian Donald Malcolm as trustees of the Edwin Trust

1,268,000 1.42%

Heather Jeanette Falkenstein and Ian Donald Malcolm as trustees of the Jeanette Trust

1,268,000 1.42%

Anthony Edwin Falkenstein as sole trustee of The Renate Share Trust

50,000 0.06%

Anthony Edwin Falkenstein, Heather Jeanette Falkenstein and Mairangi 2008 Limited as trustees of the Mairangi Trust

25,000 0.03%

Anthony Edwin Falkenstein 796,310 0.89%

Anthony Edwin Falkenstein and Ian Donald Malcolm as trustees of the Edwin Trust as bare trustees for Anthony Edwin Falkenstein and Leon Fourie as trustees of the Falkenstein Unitec Business School Charitable Trust

2,000,000 2.24%

Anthony Edwin Falkenstein and Gregory Paul Whittred as trustees of the Falkenstein University of Auckland Business School Charitable Trust

2,000,000 2.24%

Anthony Edwin Falkenstein and Christopher Roy Saunders as trustees of the Falkenstein Onehunga Business School Charitable Trust

2,000,000 2.24%

TOTAL 63,343,652 70.79%

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SCHEDULE 2

PRE-EMPTIVE RIGHTS

1. Definitions: In this schedule, unless otherwise specified, a reference to “clause” is a reference to clause in this schedule, and:

“Approved Person” has the meaning in clause 3(d).

“Associate” has the meaning in the Code.

“Business Day” means a day of the week other than:

(a) Saturday, Sunday, Good Friday, Easter Monday, Anzac Day, the Sovereign’s Birthday, Labour Day and Waitangi Day; and

(b) a day in the period commencing with 24 December in any year and ending on 5 January in the following year.

“Board” means the board of directors of the Company.

“Buyer” means a Participant, or Approved Person, to which Shares in the Sale Parcel are allocated pursuant to clause 3.

“Encumbrance” means an option, lien, charge, mortgage, security interest, encumbrance, right of pre-emption or first refusal or any other adverse right or interest or claim of any nature whatsoever.

“Excess Shares” has the meaning in clause 2(c).

“Final Date” means the latest of:

(c) the Transfer Notice Expiry Date; and

(d) the date on which the Board provides the approval referred to in clause 9.

“Offer Price” has the meaning in clause 9.9(d).

“Proportionate Share” in respect of a Participant means the proportion which the number of Shares held by that Participant bears to the number of Shares held by all Participants other than the Seller and Harvard.

“Sale Parcel” means the Shares specified in a Transfer Notice.

“Seller” means a Participant which has given a Transfer Notice.

“Third Party” has the meaning in clause 7.

“Transfer Notice” has the meaning in clause 1.

“Transfer Notice Expiry Date” means the date 25 Business Days after and excluding the date on which a Transfer Notice is received by the Company.

1. Transfer Notice: Any Participant (excluding Harvard) that at any time intends to:

(a) dispose of the legal or beneficial ownership of, or any other interest in, Shares or, if the Participant is not the beneficial owner of Shares, the beneficial owner of those Shares proposes to dispose of beneficial ownership of those Shares; or

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(b) transfer or grant control of the voting rights attached to Shares to another person (other than by way of a revocable proxy or voting authority exercisable at one meeting of Shareholders only),

must give to the Company a notice (“Transfer Notice”) which:

(c) states that the Participant is prepared to sell a specified number of Shares; and

(d) specifies the price per Share which the Participant wishes to receive for the Shares in the Sale Parcel, on the basis of completion in accordance with clause 5 (“Offer Price”). The Offer Price must be expressed in New Zealand currency. A Transfer Notice must not contain any terms or conditions, except as expressly contemplated by this schedule.

A Transfer Notice irrevocably grants to the Board the right and authority to deal with the Sale Parcel in accordance with this schedule and may not be revoked unless:

(e) the Board resolves that it may be revoked; or

(f) clause 4 applies.

2. Notice to Participants: If the Company receives a Transfer Notice, the Board must without delay give to each Participant a notice which states:

(a) that Harvard has a first right to buy the Sale Parcel or any lesser number of Shares (“Harvard’s First Right”);

(b) that, subject to Harvard’s First Right, each Participant (other than Harvard) is entitled to buy that Participant’s Proportionate Share of the Shares in the Sale Parcel remaining following the exercise of Harvard’s First Right or any lesser number of Shares;

(c) that a Participant may, if the Participant so wishes, apply to buy Shares in the Sale Parcel in excess of that Participant’s Proportionate Share (“Excess Shares”); and

(d) that Participants which wish to buy Shares in the Sale Parcel must provide a response to the notice to be received by the Company not later than a date specified in the notice, being not less than 10 Business Days before the Transfer Notice Expiry Date.

Subject to clause 4, each Participant who responds under sub-clause (d) is entitled and bound to buy, and the Seller is bound to sell, the Shares allocated to that Participant under clause 3, on the terms set out in this schedule.

3. Allocation of Shares: Without delay after the date specified in accordance with clause 2(d), and in any event before the Transfer Notice Expiry Date, the Board will allocate Shares in the Sale Parcel in accordance with the following principles:

(a) Harvard has a first right to buy the Sale Parcel or any lesser number of Shares specified in Harvard’s response;

(b) subject to Harvard’s First Right, each Participant (other than Harvard) which wishes to buy Shares will be entitled to buy that Participant’s Proportionate Share of the Shares in the Sale Parcel remaining following the exercise of Harvard’s First Right or any lesser number of Shares specified in the Participant’s response;

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(c) once Shares have been allocated in accordance with sub-clauses (a) and (b), Participants which wish to buy Excess Shares will be allocated those Excess Shares (if any). If there are insufficient Shares available, after allocation in accordance with sub-clauses (a) and (b), to satisfy all applications for Excess Shares, the Shares available will be allocated amongst Participants which have applied for Excess Shares in proportion to their respective shareholdings (excluding the shareholdings of any Participants who have not applied for Excess Shares), but no Participant will be allocated a greater number of Excess Shares than the number for which that Participant applied; and

(d) if, once Shares are allocated in accordance with sub-clauses (a), (b) and (c), there remain Shares which have not been allocated, the Board may allocate all or any of those Shares to any person or persons which the Board may at its discretion approve (“Approved Person”).

The Board must, immediately after it has completed allocation under this clause 3, give notice to all Participants specifying the Shares which have been allocated to each Participant.

4. Partial Allocation: The Seller is not required to sell less than all of the Shares in the Sale Parcel. If the Board does not allocate pursuant to clause 3 all of the Shares in the Sale Parcel, the Seller may sell all of the Shares in the Sale Parcel to a Third Party in accordance with clause 7.

5. Completion: On the date 20 Business Days after the Final Date, unless the Transfer Notice has been revoked:

(a) the Seller will sell and each Buyer will buy the Shares allocated to that Buyer under clause 3;

(b) the Seller will pass and assign to each Buyer legal and beneficial title to and ownership of those Shares free of Encumbrances (other than Encumbrances which arise under the Company’s constitution), and must deliver to each Buyer a transfer of those Shares and the share certificates (if any) for those Shares; and

(c) each Buyer must pay to the Seller the purchase price for those Shares in New Zealand currency:

(i) in cleared and immediately available funds (unless otherwise agreed);

(ii) free of any restriction; and

(iii) without any condition, deduction or withholding on account of any amount, whether by way of set-off, counterclaim or otherwise (except as required by law).

6. Enforcement:

(a) If the Seller does not comply with clause 5, the Seller irrevocably appoints any member of the Board as the Seller’s attorney to take any step on behalf of the Seller to comply with clause 5, including signing any transfer of Shares. The Company may receive the purchase price for Shares on behalf of the Seller, the receipt of the Company on behalf of the Seller will be a complete discharge to Buyers, and no question may be raised as to the title of any Shares after that Buyer is registered as the holder of Shares. The Company will hold the purchase price, less any expenses incurred by the Company, on trust for the Seller.

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(b) The Seller will indemnify each member of the Board and the Company for any and all liabilities, losses, claims, damages, costs and expenses (including legal costs) that arise directly or indirectly as a consequence any action taken in good faith by any member of the Board and/or the Company under sub-clause (a).

7. Sale to Third Party: If the Seller is entitled to sell Shares to a Third Party under clause 4 the Seller may, within 40 Business Days after the Final Date sell and/or cause to be sold the entire legal and beneficial ownership in all of the Shares in the Sale Parcel to any person or persons who is not an Associate of the Seller and who is approved by the Board in terms of clause 9 (a “Third Party”).

8. Terms of Sale: Each sale to a Third Party will:

(a) be for a price which is payable in New Zealand currency in cash in full on sale of the Shares in question, and is not less than the Offer Price; and

(b) not be subject to any terms (including the terms of any collateral or related transaction) which provide to the Third Party any benefit or advantage which would not be available to a Buyer in terms of clause 5.

9. Approval by Board: The Seller must not sell Shares to any person unless that person is approved by the Board. The Board will not unreasonably withhold that approval, and will not withhold approval except on the grounds that the person in question:

(a) is a material competitor of the Company’s business; or

(b) does not have the financial strength required of a Participant; or

(c) would cause real and material harm to the reputation or goodwill of the Company if that person became a Participant; or

(d) would, by reason of that person holding Shares:

(i) cause a restriction on the ability of the Company to carry on business or effect transactions;

(ii) adversely affect any licence, permit or concession held by the Company; or

(iii) would have a negative tax impact on the Company; or

(iv) result in the Company ceasing to enjoy a material benefit or result in a material detriment to the Company.

If the Board declines the approval referred to in this clause 9, the Board will provide to the Seller full details in writing of the reasons for declining that approval.

DRAG ALONG RIGHTS

10. Drag Along Option: If Harvard wishes to sell 50% or more of the Shares on issue in the Company to a person (“Drag Along Purchaser”), Harvard has the option to require all other Participants to sell all of the Shares held by those Participants to the Drag Along Purchaser at the same price and on the same terms as which Harvard wishes to sell to the Drag Along Purchaser, in accordance with this clause (“Drag Along Option”).

11. Exercise requirements:

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(a) If Harvard wishes to exercise the Drag Along Option, it must give notice (“Drag Along Notice”) to each other Participant (with a copy to the Company):

(i) stating that Harvard is exercising the Drag Along Option;

(ii) setting out the price and other terms pursuant to which Harvard wishes to sell to the Drag Along Purchaser;

(iii) setting out the date for Drag Along Completion, which date must be at least 20 Business Days after the date of the Drag Along Notice.

(b) A Drag Along Notice is irrevocable.

12. Completion requirements: At Drag Along Completion each Participant must:

(c) sell all of the Participant’s Shares to the Drag Along Purchaser at the price and on the terms set out in the Drag Along Notice; and

(d) subject to the Board (acting reasonably) being satisfied as to the payment arrangements made by the Drag Along Purchaser:

(i) transfer and assign to the Drag Along Purchaser legal and beneficial title and ownership of all of the Participant’s Shares free of Encumbrances (other than Encumbrances which arise under the Company’s constitution); and

(ii) provide to the Drag Along Purchaser a transfer of the Shares and the share certificates (if any) for the Shares and any other transfer documentation reasonably requested by the Drag Along Purchaser.

TAG ALONG RIGHTS

13. Tag along: If Harvard wishes to sell 50% or more of the Shares on issue in the Company and proposes to sell to a Third Party the Shares, Harvard must, prior to selling the Shares to the Third Party, give notice to the Company and to the other Participants setting out:

(a) the number and class of Shares that Harvard proposes to sell to the Third Party; and

(b) the price and other terms pursuant to which Harvard proposes to sell the Relevant Shares to the Third Party.

14. Tag Along Option:

(c) A Participant has the option to require Harvard to use its reasonable endeavours to cause the Third Party to purchase from the Participant all (but not part only) of the Participant’s Shares at the same price per Share and on the same terms as Harvard (the “Tag Along Option”).

(d) If a Participant wishes to exercise the Tag Along Option, it must give notice (“Tag Along Notice”) to Harvard (with a copy to the Company) within 10 Business Days after the date on which Harvard gives notice under clause 13.

(e) A Tag Along Notice is irrevocable.

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(f) Harvard must give each Participant that elects to exercise the Tag Along Option and whose Shares are accepted by the Third Party at least 5 Business Days prior notice of the date for completion of the sale of the Shares to the Third Party.