Exhibit 10.1

SHAREHOLDER AGREEMENT

This Shareholder Agreement (this “Agreement”) dated as of August 19, 2021, is entered into by and between Advanced Drainage Systems, Inc., a Delaware corporation (the “Company”), and Canada Pension Plan Investment Board, a federal Canadian Crown corporation (the “Investor”).

RECITALS

WHEREAS, pursuant to that certain Stock Purchase Agreement by and between the Joseph Chlapaty Trust, dated July 8, 1987 (the “Seller”) and the Investor executed on the date hereof (such agreement, as in effect on the date hereof, the “Stock Purchase Agreement”), the Investor is purchasing 3,100,000 shares of Common Stock (as defined herein) and acquired a right of first offer over Seller’s remaining shares of Common Stock (the “ROFO”); and

WHEREAS, in connection with the consummation of the transactions contemplated in the Stock Purchase Agreement, the Investor desires to agree to certain restrictions as set forth herein, in consideration for the Company having consented to the consummation of the transactions contemplated in the Stock Purchase Agreement pursuant to that certain Confidentiality Agreement, dated as of August 14, 2017, by and between the Company and Joseph Chlapaty (the “Confidentiality Agreement”).

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1. Definitions.

For purposes of this Agreement, the following terms shall have the respective meanings assigned to them in this Section 1:

“5% Beneficial Ownership Requirement” means that the Investor and its Affiliates continue to beneficially own shares of Common Stock that are eligible to vote that represent, in the aggregate, at least 5% of the then outstanding Common Stock (but excluding for this purpose any attribution of ownership of securities held by persons who are not Affiliates of the Investor). Any Person shall be deemed to “beneficially own”, to have “beneficial ownership” of, or to be “beneficially owning”, any securities (which securities shall also be deemed “beneficially owned” by such Person) that such Person is deemed to “beneficially own” within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act.

“9.99% Exception” has the meaning specified in Section 3(b)(i).

“Affiliate” means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the Person in question; provided that with respect to the Investor or any of its Affiliates, “Affiliate” does not include any Portfolio Company. As used herein, the term “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

“Agreement” has the meaning specified in the preamble.

“Board” means the Board of Directors of the Company.

“Commission” means the United States Securities and Exchange Commission.

“Common Stock” means the common stock of the Company, par value $0.01 per share.

“Company” has the meaning specified in the preamble.

“Confidentiality Agreement” has the meaning specified in the recitals.

“Equity Securities” means equity securities, including securities convertible or exchangeable into, exercisable or settleable for equity securities, other equity-linked securities or hybrid debt-equity securities or similar securities.

“Exchange Act” means the United States Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations of the Commission promulgated thereunder.

“Extraordinary Transaction” has the meaning set forth in Section 3(a).

“Governmental Authority” means, with respect to a particular Person, any country, state, county, city and political subdivision in which such Person or such Person’s property is located or that exercises valid jurisdiction over any such Person or such Person’s property, and any court, agency, department, commission, board, bureau or instrumentality of any of them and any monetary authority that exercises valid jurisdiction over any such Person or such Person’s property. Unless otherwise specified, all references to Governmental Authority herein with respect to the Company mean a Governmental Authority having jurisdiction over the Company, its subsidiaries or any of their respective properties.

“Investor” has the meaning specified in the preamble.

“Law” means any federal, state, local or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law, rule or regulation.

“Permitted Recipients” has the meaning specified in Section 4(a).

“Person” means an individual or a corporation, limited liability company, partnership, joint venture, trust, unincorporated organization, association, government agency or political subdivision thereof or other form of entity.

“Portfolio Companies” means the Investor’s or any of its Affiliates’ operating or portfolio companies, investment funds or vehicles, or investee companies.

“Purpose” has the meaning specified in Section 4(a).

“Registration Rights Agreement” means the Registration Rights Agreement, dated as of the date hereof, by and between the Company and the Investor.

“Representatives” of any Person means the officers, directors, managers, employees, agents, counsel, accountants, investment bankers and other representatives of such Person.

“Routine Non-Targeted Regulatory Examinations” has the meaning specified in Section 4(b).

“Securities Act” means the United States Securities Act of 1933, as amended from time to time, and the rules and regulations of the Commission promulgated thereunder.

“Stock Purchase Agreement” has the meaning specified in the recitals.

“Standstill Period” has the meaning specified in Section 3(a).

“Subsidiary” of a Person means (i) any corporation, association or other business entity of which fifty percent (50%) or more of the right to distributions or total voting power of shares or other voting or economic securities or interests outstanding thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof) and (ii) any partnership or limited liability company of which such Person or one or more of the other Subsidiaries of such Person (or any combination thereof) is a general partner or managing member.

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“Transaction” has the meaning set forth in the recitals of the Stock Purchase Agreement.

“Transfer” by any Person means, directly or indirectly, to sell, assign, pledge, encumber, hypothecate or otherwise dispose of or transfer (by the operation of law or otherwise, including by or through any derivative, or by tendering into any tender or exchange offer), either voluntarily or involuntarily, or to enter into any contract, option or other arrangement, agreement or understanding with respect to the sale, transfer, assignment, pledge, encumbrance, hypothecation or other disposition or transfer (by the operation of law or otherwise) of, in each case in this definition, any interest in any Equity Securities beneficially owned by such Person.

Section 2. Transfer Restrictions.

(a) Without the prior written consent of the Company, the Investor shall not, directly or indirectly through a series of related transactions, Transfer or permit to be Transferred any Equity Securities of the Company (including shares of Common Stock) beneficially owned by the Investor or any of its Affiliates to any Person who, to the Investor’s knowledge, beneficially owns, or would beneficially own after giving effect to such Transfer, greater than 9.9% of the outstanding shares of Common Stock; provided that the foregoing restriction shall not prohibit, limit or restrict any Transfer (A) to any Affiliate that is managed by the Investor’s Active Equities Group, so long as such Affiliate executes and delivers to the Company a joinder providing that such Affiliate shall have all the obligations of the Investor under this Agreement, in a form reasonably satisfactory to the Company (a “Joinder”), (B) to the Company or any of its Subsidiaries, (C) (x) pursuant to a merger, consolidation or similar transaction entered into by the Company or (y)(i) during the Standstill Period, any tender or exchange offer that is recommended by the Board in a Schedule 14D-9 under the Exchange Act or (ii) after the Standstill Period, any tender or exchange offer, or (D) in an open market transaction effected through a broker-dealer or to a broker-dealer in a block trade, so long as such broker-dealer transferee is purchasing such securities in such block trade for its own account and makes block trades in the ordinary course of its business, and in each case under this clause (D), to the Investor’s knowledge, the ultimate transferee in such Transfer is not a Person who beneficially owns, or would beneficially own after giving effect to such Transfer, greater than 9.9% of the outstanding shares of Common Stock.

(b) The Investor shall cause (i) any of its Affiliates to which the Investor Transfers any Equity Securities of the Company from the Active Equities Group or (ii) any of its Affiliates which is managed by the Active Equities Group which otherwise acquires Equity Securities of the Company, in each case in this sentence to execute and deliver a Joinder to the Company.

(c) Any attempted Transfer in violation of this Section 2 shall be null and void ab initio.

Section 3. Standstill.

(a) Until the later of (i) two years from the date hereof and (ii) the date on which the Investor no longer satisfies the 5% Beneficial Ownership Requirement (such period, the “Standstill Period”), the Investor agrees that its Active Equities Group shall not, without the prior written consent or invitation of the Board, directly or indirectly, (i) effect or seek, offer or propose (whether publicly or otherwise) to effect, or cause or participate in or in any way assist any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, (A) any acquisition of any loans, debt securities, Equity Securities, assets or rights to acquire any securities (or any other beneficial ownership thereof), or materially all of the assets, of the Company or any of its Subsidiaries, (B) any merger or other business combination or tender or exchange offer involving the Company or any of its Subsidiaries, (C) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company or any of its Subsidiaries, (D) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Commission) or consents to vote or otherwise with respect to any voting securities of the Company, or make any communication exempted from the definition of “solicitation” by Rule 14a-1(1)(2)(iv) under the Exchange Act, (E) any nomination of any individual as a director of the Company who is not nominated by the then incumbent directors, or any removal of any individual as a director of the Company or any “withhold” or similar campaign with respect to any meeting of the shareholders of the Company, (F) the calling of any special meeting of the shareholders of the Company or (G) the submission of any shareholder proposal or other matters to be voted upon by the shareholders of the Company, (ii) form, join or in any way participate in a “group” (as defined under the Exchange Act) with respect to the Company (other than any group that may be formed pursuant to the Stock Purchase Agreement among the parties thereto), (iii) otherwise act, alone or in concert with others, to seek to

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control or influence the management, Board or policies of the Company or any of its Subsidiaries, (iv) have any discussions or enter into any arrangements, understandings or agreements (oral or written) with, or advise, finance, assist or encourage, any third party with respect to any of the matters set forth in this Section 3(a), or make any investment in any other Person that engages, or offers or proposes to engage, in any of such matters (provided that, without limiting the generality of the foregoing, the Investor’s Active Equities Group shall not be permitted to act as a joint bidder or co-bidder with any other Person with respect to the Company), (v) take any action which might cause or require the Company, any of its Subsidiaries, the Investor or any of its Affiliates to make a public announcement regarding any of the types of matters set forth in this Section 3(a); or (vi) disclose any intention, plan or arrangement inconsistent with this Section 3(a) (each of (i), (ii), (iii), (iv), (v) and (vi), an “Extraordinary Transaction”).

(b) Notwithstanding the foregoing, Section 3(a) shall not in any way restrict or prohibit the Investor’s Active Equities Group from:

(i) acquiring, or otherwise participating in the acquisition of, any loans, debt securities, Equity Securities, assets or rights to acquire any securities (or any other beneficial ownership thereof) of the Company which in the aggregate, represent not more than 9.99% of the issued and outstanding shares of Common Stock (the “9.99% Exception”); provided that in no event may the Investor’s Active Equities Group, without the prior written consent or invitation of the Board, directly or indirectly, purchase or otherwise acquire any Equity Securities of the Company (including shares of Common Stock) from any Person who beneficially owns greater than 5% of the outstanding shares of Common Stock, except for purchases or acquisitions of Equity Securities of the Company (including shares of Common Stock) in an open market transaction effected through a broker-dealer or to a broker-dealer in a block trade, so long as such broker-dealer transferor is selling such securities in such block trade for its own account and makes block trades in the ordinary course of its business, and in each case in this exception, to the Investor’s knowledge, the ultimate transferor in such transfer is not a Person who beneficially owns greater than 5% of the outstanding shares of Common Stock (and provided that, for the avoidance of doubt, in no event shall any such purchases or acquisitions result in the Investor’s Active Equities Group holding securities of the Company in excess of the 9.99% Exception);

(ii) effecting or seeking, offering or proposing (whether publicly or otherwise) to effect, or causing or participating in, or in any way assisting any other Person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, any Extraordinary Transaction, which has been previously publicly announced by the Company and approved, recommended or consented to by the Board;

(iii) (x) taking any actions from and after the date of public announcement of: (A) the entering into of a definitive agreement with the Company contemplating the acquisition of 20% or more of the outstanding shares of Common Stock; or (B) the entering into of a definitive agreement with the Company with respect to any merger, asset purchase and sale or other business combination transaction involving the Company, which would, if completed, result in (1) the shares of Common Stock being converted into cash or securities of another Person resulting in holders of shares of Common Stock holding less than 80% of the Equity Securities of the resulting entity or (2) all or substantially all of the Company’s assets being sold to any Person or group (other than the Investor); or (y) tendering any securities of the Company into any tender or exchange offer recommended by the Board in a Schedule 14D-9 under the Exchange Act; or

(iv) (A) following consultation with the Company and upon the prior written consent or invitation of the Board, holding securities of the Company in excess of the 9.99% Exception; or (B) upon holding securities of the Company in excess of the 9.99% Exception, acquiring additional securities without the prior written consent or invitation of the Board solely to the extent that, upon such acquisition of additional securities, the Investor’s Active Equities Group would not beneficially own in excess of 20% of the issued and outstanding shares of Common Stock; provided that in no event may the Investor’s Active Equities Group, without the prior written consent or invitation of the Board, directly or indirectly, purchase or otherwise acquire any Equity Securities of the Company (including shares of Common Stock) from any Person who beneficially owns greater than 5% of the outstanding shares of Common Stock, except for purchases or acquisitions of Equity Securities of the Company (including shares of Common Stock) in an open market transaction effected through a broker-dealer or to a broker-dealer in a block trade, so long as

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such broker-dealer transferor is selling such securities in such block trade for its own account and makes block trades in the ordinary course of its business, and in each case in this exception, to the Investor’s knowledge, the ultimate transferor in such transfer is not a Person who beneficially owns greater than 5% of the outstanding shares of Common Stock (and provided that, for the avoidance of doubt, in no event shall any such purchases or acquisitions result in the Investor’s Active Equities Group holding securities of the Company in excess of 20% of the issued and outstanding shares of Common Stock).

The Investor agrees during the effectiveness of the provisions of this Section 3 not to request the Company (or its Representatives), directly or indirectly, to amend or waive any provision of this Section 3 (including this sentence).

(c) Nothing contained in this Section 3 shall in any way restrict or prohibit the Investor’s Active Equities Group or any Person acting on behalf of the Investor’s Active Equities Group from: (i) exercising any of the Investor’s rights under this Agreement or the Registration Rights Agreement, (ii) privately communicating with Company management, the Chairman of the Board or the lead independent director of the Board (if any) in the Investor’s capacity as a shareholder of the Company (including by providing its views privately to Company management, the Chairman of the Board or the lead independent director of the Board on any matter); provided that such actions are not intended to and would not reasonably be expected to require public disclosure of such actions, (iii) exercising any voting, dividend or liquidation rights attached to any securities that it may own in accordance with its corporate governance policies and proxy voting guidelines, (iv) disclosing its voting intentions in accordance with normal practices or (v) complying with applicable Laws.

Section 4. [Reserved].

Section 5. Public Announcements.

Neither party may issue or make any press release or public announcement related to this Agreement or the Transaction without the prior written consent of the other party, except to the extent required by applicable Law, in which case the other party shall (to the extent practicable and permitted by applicable Law) have the right to review and reasonably comment on such press release or announcement prior to issuance, distribution or publication; provided that the foregoing shall not apply to any press release or other public announcement to the extent that it contains substantially the same factual information related to this Agreement and the Transaction as previously communicated publicly by one or more of the parties in accordance with this Section 5. Without limiting the foregoing, (x) the Company may file this Agreement with the SEC and may provide information about the subject matter of this Agreement and the Transaction in connection with equity or debt issuances, share repurchases, or ordinary course marketing, informational or reporting activities and (y) the Investor may provide information about the subject matter of this Agreement and the Transaction in connection with its ordinary course marketing, informational or reporting activities.

Section 6. Notices.

All notices and demands provided for hereunder shall be in writing and shall be given by registered or certified mail, return receipt requested, telecopy, air courier guaranteeing overnight delivery, electronic mail or personal delivery to the following addresses:

(a) If to the Investor:

Canada Pension Plan Investment Board

One Queen Street East

Suite 2500

Toronto, Ontario MSC 2W5

Canada

Attention: Kevin Godwin

Email: kgodwin@cppib.com

with copies (which shall not constitute notice) to:

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CPPIB Legal

Email: legalnotice@cppib.com

and

Debevoise & Plimpton LLP

919 Third Avenue

New York, New York 10022

Attention: Kevin M. Schmidt

Email: kmschmidt@debevoise.com

Advanced Drainage Systems, Inc.

4640 Trueman Boulevard

Hilliard, Ohio 43026

Attention: Scott Barbour

Email: scott.barbour@ads-pipe.com

with a copies (which shall not constitute notice) to:

Squire Patton Boggs (US) LLP

2000 Huntington Center

41 South High Street

Columbus, Ohio 43215

Attention: Matthew S. Bailey

Email: matthew.bailey@squirepb.com

and:

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, New York 10017

Attention: Harold Birnbaum

Email: harold.birnbaum@davispolk.com

or to such other address as the Company or the Investor may designate in writing. All notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; at the time of transmittal, if sent via electronic mail; upon actual receipt if sent by certified mail, return receipt requested; and upon actual receipt when delivered to an air courier guaranteeing overnight delivery.

Section 7. Interpretation of Provisions; Severability.

Article and Section references are to this Agreement, unless otherwise specified. All references to instruments, documents, contracts, and agreements are references to such instruments, documents, contracts, and agreements as the same may be amended, supplemented, and otherwise modified from time to time, unless otherwise specified. The word “including” shall mean “including but not limited to.” Whenever any party has an obligation under this Agreement, the expense of complying with that obligation shall be an expense of such party unless otherwise specified. Whenever any determination, consent or approval is to be made or given by any party to this Agreement, such action shall be in such party’s sole discretion unless otherwise specified in this Agreement. If any provision in this Agreement is held to be illegal, invalid, not binding, or unenforceable by any Governmental Authority, such provision shall be fully severable and this Agreement shall be construed and enforced as if such illegal, invalid, not binding, or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions shall remain in full force and effect. This Agreement has been reviewed and negotiated by sophisticated parties with access to legal counsel and shall not be construed against the drafter.

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Section 8. No Waiver; Modifications in Writing.

(a) No failure or delay on the part of any party in exercising any right, power, or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to a party at law or in equity or otherwise.

(b) Except as otherwise provided herein, no amendment, waiver, consent, modification, or termination of any provision of this Agreement shall be effective unless in writing and signed by each of the parties hereto or thereto affected by such amendment, waiver, consent, modification, or termination. Any amendment, supplement or modification of or to any provision of this Agreement, any waiver of any provision of this Agreement, and any consent to any departure by the Company from the terms of any provision of this Agreement shall be effective only in the specific instance and for the specific purpose for which made or given. Except where notice is specifically required by this Agreement, no notice to or demand on the Company in any case shall entitle the Company to any other or further notice or demand in similar or other circumstances.

Section 9. Survival of Provisions.

The provisions of Section 2, Section 3 and Section 4 shall remain operative and in full force and effect in accordance with their terms unless the provisions of such Section are expressly terminated in a writing by the parties, regardless of any purported general termination of this Agreement.

Section 10. Entire Agreement.

This Agreement and the Registration Rights Agreement are intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto and their respective Affiliates in respect of the subject matter contained herein and therein. There are no restrictions, promises, warranties or undertakings in respect of the subject matter contained herein and therein, other than those set forth or referred to herein or therein with respect to the rights granted by the Company or the Investor set forth herein or therein. This Agreement and the Registration Rights Agreement supersede all prior agreements and understandings between the parties with respect to such subject matter. Without limiting the foregoing, the Investor acknowledges that the Company is not making and has not made any representations or warranties to the Investor as to any matter whatsoever in connection with this Agreement or the Transaction, and disclaims reliance on any such representations or warranties.

Section 11. Governing Law.

This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware applicable to contracts executed in and to be performed entirely within that State, regardless of the laws that might otherwise govern under any applicable conflict of Laws principles. All actions arising out of or relating to this Agreement shall be heard and determined the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) and the parties hereto hereby irrevocably submit to the exclusive jurisdiction and venue of such courts in any such action and irrevocably waive the defense of an inconvenient forum or lack of jurisdiction to the maintenance of any such action. The consents to jurisdiction and venue set forth in this paragraph shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. Each party hereto agrees that service of process upon such party in any action arising out of or relating to this Agreement shall be effective if notice is given in accordance with this Agreement. The parties hereto agree that a final judgment in any such action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law; provided, however, that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgment.

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Section 12. Counterparts; Effectiveness.

This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same Agreement. An executed copy of this Agreement delivered by facsimile, electronic mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original executed copy of this Agreement. This Agreement shall automatically become be effective when each party has received an executed counterparty of this Agreement from each other party.

Section 13. Successors and Assigns.

This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns. Except as expressly provided in this Agreement, this Agreement shall not be construed so as to confer any right or benefit upon any Person other than the parties to this Agreement and their respective successors and permitted assigns. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned, delegated or otherwise transferred, in whole or in part, by operation of law or otherwise, by any of the parties hereto without the prior written consent of the other party hereto. Any attempted assignment, delegation or other transfer of any rights, interests or obligations hereunder in violation of this Section 13 shall be null and void ab initio.

Section 14. Specific Performance.

The parties agree that, to the extent permitted by Law, (i) the obligations imposed on them in this Agreement are special, unique and of an extraordinary character, and that in the event of a breach by any such party damages would not be an adequate remedy and (ii) the other party shall be entitled to specific performance and injunctive and equitable relief in addition to any other remedy to which it may be entitled at Law or in equity.

Section 15. WAIVER OF JURY TRIAL.

EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER, (C) IT MAKES SUCH WAIVER VOLUNTARILY AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION.

Section 15. Acknowledgement.

The Company hereby waives any consent right it may otherwise have pursuant to the Confidentiality Agreement in connection with the Investor’s acquisition of Common Stock pursuant to the Stock Purchase Agreement (including any acquisition pursuant to the ROFO thereunder).

[Signature Pages Follow]

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

[Signature Page to Shareholder Agreement]

Exhibit 10.2

ADVANCED DRAINAGE SYSTEMS, INC.

REGISTRATION RIGHTS AGREEMENT

Dated as of August 19, 2021

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT is dated as of August 19, 2021 (this “Agreement”), between Advanced Drainage Systems, Inc., a Delaware corporation (“ADS”), Canada Pension Plan Investment Board, a federal Canadian Crown corporation (“CPPIB”), and any Person who becomes a party hereto pursuant to the terms of this Agreement by execution and delivery of a joinder agreement, in a form and substance reasonably acceptable to ADS. Capitalized terms used herein shall have the meaning assigned to such terms in the text of this Agreement or in Article I hereof.

RECITALS

WHEREAS, pursuant to that certain Stock Purchase Agreement by and between Joseph A. Chlapaty Trust, dated July 8, 1987 (the “Seller”) and CPPIB executed on August 19, 2021 (the “Stock Purchase Agreement”), CPPIB will purchase 3,100,000 shares of Common Stock (as defined herein) and acquire a right of first offer over Seller’s remaining shares of Common Stock; and

WHEREAS, the parties hereto wish to set forth certain rights and obligations with respect to the registration of the shares of ADS Common Stock under the Securities Act.

AGREEMENT

In consideration of the foregoing and the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties agree as follows:

ARTICLE I

Definitions

In addition to the terms defined in the preamble set forth above or elsewhere in this Agreement, as used herein, the following terms shall have the following meanings:

“ADS Common Stock” means the outstanding common stock, par value $0.01 per share, of ADS.

“Affiliate” means, with respect to any specified Person, any other Person who, directly or indirectly, controls, is controlled by, or is under common control with such person, including any direct or indirect general partner, managing member, officer or director of such Person or any investment fund now or hereafter existing that is directly or indirectly controlled by one or more direct or indirect general partners or managing members of, or directly or indirectly shares that same management company with, such Person.

“Capital Securities” means, as to any Person that is a corporation, the authorized shares of such Person’s capital stock, including all classes of common, preferred, voting and nonvoting capital stock, and, as to any Person that is not a corporation or an individual, the ownership interests in such Person, including the right to share in profits and losses, the right to receive distributions of cash and property, and the right to receive allocations of items of income, gain, loss, deduction and credit and similar items from such Person, whether or not such interests include voting or similar rights entitling the holder thereof to exercise control over such Person.

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“Certificate of Incorporation” means the certificate of incorporation of ADS, as amended from time to time.

“Closing” means the closing of the transactions contemplated by the Stock Purchase Agreement.

“Closing Date” means the date of the Closing.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor federal statute, and the rules and regulations thereunder, which shall be in effect from time to time.

“Holder” means any of (i) CPPIB, (ii) any other Person, if any, entitled to registration rights hereunder upon entering into a joinder agreement, in a form and substance reasonably acceptable to ADS, or (iii) any direct or indirect transferee of a Holder who has acquired Registrable Securities from a Holder and who has entered into a joinder agreement, in a form and substance reasonably acceptable to ADS, in each case so long as such Person continues to hold any Registrable Securities.

“Major Stockholder” means CPPIB.

“Material Adverse Change” or “Material Adverse Effect” means an event or condition having a materially adverse effect on the business, assets, condition (financial or otherwise) or results of operations of ADS or the financial, banking or securities markets generally.

“Parties” means the parties to this Agreement.

“Person” means any individual, estate, trust, corporation, partnership, limited liability company, foundation, joint venture, unincorporated organization, association or other entity, and any government, governmental department or agency or political subdivision thereof.

“Prospectus” means the prospectus or prospectuses included in any Registration Statement, as amended or supplemented by any prospectus supplement or “free writing prospectus” (as defined in SEC Rule 405 of the Securities Act) with respect to the terms of the offering of any ADS Common Stock covered by such Registration Statement and by all other amendments and supplements to the prospectus, including post-effective amendments and all material incorporated by reference in such prospectus or prospectuses.

The terms “register”, “registered” and “registration” refer to a registration effected by preparing and filing a Registration Statement in compliance with the Securities Act and the declaration or ordering of effectiveness of such Registration Statement.

“Registrable Securities” means any outstanding shares of ADS Common Stock, whether now owned or hereinafter acquired, by the Major Stockholder. As to any particular shares of ADS Common Stock, such shares of ADS Common Stock shall cease to be Registrable Securities when (a) a Registration Statement covering such securities has been declared effective by the SEC and such securities have been disposed of pursuant to such effective Registration Statement, (b) such securities are sold under circumstances in which all of the applicable conditions of SEC Rule 144 (or any similar provisions then in force) under the Exchange Act are met, (c) such securities are otherwise transferred and such securities may be resold without subsequent registration under the Securities Act, or (d) such securities shall have ceased to be outstanding.

“Registration Statement” means any registration statement of ADS which covers any of the ADS Common Stock pursuant to the provisions of this Agreement, including any Prospectus related thereto, amendments and supplements to such registration statement, including post-effective amendments, all exhibits and all materials incorporated by reference in such registration statement.

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“SEC” means the United States Securities and Exchange Commission or any other federal agency at the time administering the Securities Act.

“SEC Rule 144” means SEC Rule 144 promulgated by the SEC under the Securities Act.

“SEC Rule 145” means SEC Rule 145 promulgated by the SEC under the Securities Act.

“SEC Rule 405” means SEC Rule 405 promulgated by the SEC under the Securities Act.

“Securities Act” means the Securities Act of 1933, as amended, or any successor federal statute, and the rules and regulations thereunder, which shall be in effect from time to time.

“Stockholder” or “Stockholders” means all holders of ADS Common Stock.

ARTICLE II

Registration Rights

Section 2.1 Demand Registration. If ADS shall receive from the Major Stockholder or any of its Affiliates that are Holders a written request or requests (such request, a “Demand Notice”) that ADS effect a registration (such registration, a “Demand Registration”) on Form S-3 or any comparable or successor form or forms or any similar short-form registration (a “Short-Form Registration”) with respect to all or part of the Registrable Securities owned by the Major Stockholder (or if Form S-3 is not permitted for such registration, then pursuant to a Form S-1 or any successor or similar registration statement (“Form S-1”)), including by means of a shelf registration pursuant to SEC Rule 415 under the Securities Act, and ADS is then eligible to register the ADS Common Stock on Form S-3 or Form S-1, as applicable, then ADS shall:

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Section 2.2 ADS Registration.

a) If at any time ADS, directly or indirectly through an Affiliate, determines to register any ADS Common Stock under the Securities Act in connection with the public offering of such securities solely for cash on a form that would also permit the registration of any ADS Common Stock held by the Major Stockholder, ADS shall, at each such time, promptly give the Major Stockholder written notice of such determination setting forth the date on which ADS proposes to file such Registration Statement. Upon the written request of the Major Stockholder, received by ADS within thirty (30) days from the date of such notice by ADS, ADS shall use its best efforts to cause to be registered under the Securities Act all of the ADS Common Stock that the Major Stockholder has requested be registered. ADS shall have the right to terminate or withdraw any registration initiated by ADS under this Section 2.2 before the effective date of such registration, whether or not the Major Stockholder has elected to include Registrable Securities in such registration. The expenses of such withdrawn registration shall be borne by ADS in accordance with Section 2.6. Any Holder who has elected to sell Registrable Securities in an offering pursuant to this Section 2.2(a) shall be permitted to withdraw from such registration by written notice to ADS if the price to the public at which the Registrable Securities are proposed to be sold will be less than 90% of the average closing price of the class of stock being sold in the offering during the 10 trading days preceding the date on which the Demand Notice of such offering was given pursuant to this Section 2.2(a).

b) The provisions of Section 2.2(a) shall not apply to any registration (i) on Form S-4 or Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement) or any successor forms thereto or similar form that relates to a transaction subject to SEC Rule 145 under the Securities Act, (ii) in which the only stock being registered is ADS Common Stock issuable upon conversion of debt securities that are also being registered, (iii) in connection with any dividend reinvestment or similar plan, (iv) for the sole purpose of offering securities to another entity or its security holders in connection with the acquisition of assets or securities of such entity or any similar transaction or (v) made under Section 2.1 hereof.

Section 2.3 Underwriting Requirements.

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Section 2.4 Obligations of ADS. Whenever required under this Section 2 to use its best efforts to effect the registration of any ADS Common Stock (including Registrable Securities), as applicable, ADS shall:

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ADS may require each holder of Registrable Securities as to which any registration is being effected to furnish to ADS in writing such information required in connection with such registration regarding such seller and the distribution of such Registrable Securities as ADS may, from time to time, reasonably request and ADS may exclude from such registration the Registrable Securities of any Holder who unreasonably fails to furnish such information within a reasonable time after receiving such request

ADS agrees not to file or make any amendment to any Registration Statement with respect to any Registrable Securities, or any amendment of or supplement to the Prospectus or any Free Writing Prospectus used in connection therewith, that refers to any Holder covered thereby by name, or otherwise identifies such Holder as the holder of any securities of ADS, without the consent of such Holder, such consent not to be unreasonably withheld or delayed, unless and to the extent such disclosure is required by law, in which case ADS shall provide written notice to such Holder no less than five Business Days prior to the filing of such amendment to any Registration Statement or amendment of or supplement to the Prospectus or any Free Writing Prospectus.

If ADS files any Shelf Registration Statement for the benefit of the holders of any of its securities other than the Holders, ADS agrees that it shall use its reasonable best efforts to include in such registration statement such disclosures as may be required by SEC Rule 430B under the Securities Act (referring to the unnamed selling security holders in a generic manner by identifying the initial offering of the securities to the Holders) in order to ensure that the Holders may be added to such Shelf Registration Statement at a later time through the filing of a Prospectus supplement rather than a post-effective amendment.

Each Holder agrees that if such Holder has Registrable Securities covered by such Registration Statement that, upon receipt of any notice from ADS of the happening of any event of the kind described in Section 2.4(d)(ii), 2.4(d)(iii), 2.4(d)(iv), 2.4(d)(v) and 2.4(d)(vi), such Holder will promptly discontinue disposition of such Registrable Securities covered by such Registration Statement or Prospectus until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 2.4(n), or until it is advised in writing by ADS that the use of the applicable Prospectus may be resumed and has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus; provided that the time periods under Section 2.4(a) with respect to the length of time that the effectiveness of a Registration Statement must be maintained shall automatically be extended by the amount of time the Holder is required to discontinue disposition of such securities.

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Section 2.5 Obligations of the Major Stockholder. It shall be a condition precedent to the obligations of ADS to take any action pursuant to this Agreement that the selling Major Stockholder shall furnish to ADS such information regarding themselves, the ADS Common Stock held by them, and the intended method of disposition of such securities as ADS shall reasonably request and as shall be required in connection with the action to be taken by ADS; provided, however, that under no circumstances will the Major Stockholder be obligated to make representations or provide indemnities except with respect to information reasonably required with respect to itself, the securities proposed to be sold by it and the intended method of disposition of such securities by the Major Stockholder, or such other representations as required by law.

Section 2.6 Expenses of Registration. All reasonable fees and expenses incurred in connection with the performance of or compliance with this Agreement by ADS (excluding stock transfer taxes and underwriters’ discounts and commission, which shall be borne by the holders of the applicable Registrable Securities) including, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (A) with respect to filings required to be made with the SEC, all applicable securities exchanges and/or FINRA and (B) with respect to compliance with securities or blue sky laws, including, without limitation, any fees and disbursements of counsel for the underwriters in connection with blue sky qualifications of the Registrable Securities pursuant to Section 2.6(f)), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing Prospectuses if the printing of Prospectuses is requested by the managing underwriter(s), if any, or by a Holder submitting a Demand Notice or Take-Down Notice with respect to such offering or the holders of a majority of the Registrable Securities included in any Registration Statement), (iii) messenger, telephone and delivery expenses of ADS, (iv) fees and disbursements of counsel for ADS, in addition to reasonable fees and disbursements, not to exceed $100,000, of one (1) special counsel for the Major Stockholder (which counsel shall be selected by the Major Stockholder), (v) expenses of ADS incurred in connection with any road show, (vi) fees and disbursements of all independent registered public accounting firms referred to in 2.4(r)(iii) (including, without limitation, the expenses of any “cold comfort” letters required by this Agreement) and any other persons, including special experts retained by ADS, (vii) all reasonable fees and disbursements of one separate counsel for the Holders whose Registrable Securities are included in a Registration Statement (which counsel shall be selected by the holders of a majority of the Registrable Securities included in such Registration Statement), (viii) all reasonable fees and disbursements of underwriters (other than those described in the next paragraph) customarily paid by issuers or sellers of securities and (viii) all other costs, fees and expenses incident to ADS’ performance or compliance with this Agreement, shall be borne by ADS whether or not any Registration Statement is filed or becomes effective; provided, however, that ADS shall not be required to pay for any expenses of any proposed registration begun pursuant to Section 2.1 if the registration request is subsequently withdrawn at the request of the Major Stockholder. In such instance, the Major Stockholder shall be severally liable for such expenses unless the Major Stockholder agree to forfeit the collective right of the Major Stockholder to any demand registration or demand registrations then available pursuant to Section 2.1. Notwithstanding the foregoing, the Major Stockholder may withdraw a request if a Material Adverse Change has occurred and the Major Stockholder had no knowledge of or information related to a Material Adverse Change at the time of the registration request, in which event the Major Stockholder shall not be required to pay any of the expenses and shall not forfeit their right to demand registrations pursuant to Section 2.1. In addition, ADS shall pay its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit, the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange on which similar securities issued by ADS are then listed and rating agency fees and the fees and expenses of any Person, including special experts, retained by ADS.

Section 2.7 No Delay of Registration. No Stockholder shall have any right to obtain or seek an injunction restraining or otherwise delaying any registration pursuant to this Agreement as the result of any controversy that might arise with respect to the interpretation or implementation of this Section 2.

Section 2.8 Indemnification. In the event any shares of ADS Common Stock (including Registrable Securities) are included in a Registration Statement under Section 2, the provisions of this Section 2.8 shall apply.

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Section 2.9 Termination of Registration Rights. The Major Stockholder shall not be entitled to exercise any right provided for in this Section 2 after the date on which the Major Stockholder no longer holds any Registrable Securities.

Section 2.10 Reports Under Exchange Act. With a view to making available to the Major Stockholder the benefits of SEC Rule 144 and any other rule or regulation of the SEC that may at any time permit a Major Stockholder to sell securities of ADS to the public without registration or pursuant to a registration on Form S-3, ADS shall:

a) Make and keep available adequate current public information, as those terms are understood and defined in SEC Rule 144, at all times after the effective date of the registration statement filed by ADS for the IPO;

b) Use commercially reasonable efforts to file with the SEC in a timely manner all reports and other documents required of ADS under the Securities Act and the Exchange Act (at any time after ADS has become subject to such reporting requirements); and

c) Furnish to the Major Stockholder, so long as the Major Stockholder owns any Registrable Securities, forthwith upon request (i) to the extent accurate, a written statement by ADS that it has complied with the reporting requirements of SEC Rule 144 (at any time after ninety (90) days after the effective date of the Registration Statement filed by ADS for the IPO), the Securities Act, and the Exchange Act (at any time after ADS has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after ADS so qualifies) and (ii) such other information as may be reasonably requested in availing the Major Stockholder of any rule or regulation of the SEC that permits the selling of any such securities without registration (at any time after ADS has become subject to the reporting requirements under the Exchange Act) or pursuant to Form S-3 (at any time after ADS so qualifies to use such form).

Section 2.11 Limitations in Connection with Future Grants or Registration Rights. Except as set forth in Section 2.12, from and after the date of this Agreement, ADS shall not, without the prior written consent of the Major Stockholder, enter into any agreement with any Holder or prospective holder of any securities of ADS that would provide to such Holder the right to include securities in any registration on other than a subordinate basis after the Major Stockholder have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include.

Section 2.12 Assignment of Registration Rights. The rights granted under this Agreement may be assigned (but only with all related obligations) by CPPIB, so long as it remains a Major Stockholder, to any Person to which CPPIB is permitted to transfer Registrable Securities pursuant to the Shareholder’s Agreement dated as of the date hereof between CPPIB and ADS, solely in connection with any such transfer of Registrable Securities to such Person, conditioned, in each case, upon the execution and delivery of a joinder agreement, in a form and substance reasonably acceptable to ADS; provided that, notwithstanding anything to the contrary herein, in no event shall ADS have any obligation to register a number of Registrable Securities held by any such transferee of CPPIB in excess of the number of Registrable Securities so transferred by CPPIB to such Person.

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ARTICLE III

Miscellaneous

Section 3.1 After-Acquired Shares. For the avoidance of doubt, the parties hereto acknowledge and agree that the provisions of this Agreement shall apply to all shares of ADS Common Stock or, as applicable, other ADS Capital Securities, held by a Stockholder who is a party to this Agreement, whether held as of the date hereof or acquired on any date thereafter including, without limitation, shares issued upon conversion of any indebtedness or upon exercise of any warrants or options.

Section 3.2 Remedies. The parties to this Agreement acknowledge and agree that breach of any of the covenants of ADS or the Stockholders who are party to this Agreement set forth in this Agreement are not compensable by payment of money damages and, therefore, that such covenants set forth in this Agreement may be enforced in equity by a decree requiring specific performance. Without limiting the foregoing, if any dispute arises concerning the transfer of any ADS Capital Securities subject to this Agreement, the parties to this Agreement agree that an injunction may be issued restraining the sale or other transfer of such Capital Securities or rescinding any such sale or other transfer, pending resolution of such controversy. Such remedies shall be cumulative and non-exclusive and shall be in addition to any other rights and remedies the parties may have under this Agreement.

Section 3.3 Entire Agreement; Amendment. This Agreement, together with the Schedules and Exhibits hereto, sets forth the entire understanding of the parties, and supersedes all prior agreements, arrangements and communications, whether oral or written, with respect to the subject matter hereof. This Agreement shall not be modified or amended except by written agreement of ADS and CPPIB. Captions appearing in this Agreement are for convenience only and shall not be deemed to explain, limit or amplify the provisions hereof.

Section 3.4 Severability. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if the invalid or unenforceable provision were omitted.

Section 3.5 Notices. Any notice or other instrument or thing required or permitted to be given, served or delivered to any of the parties hereto shall be in writing and shall be deemed to have been given, served or delivered when personally delivered to, or seventy two (72) hours after being deposited in the United States mails, registered and with proper postage prepaid, addressed to ADS at 4640 Trueman Boulevard, Hilliard, Ohio 43026, Attention: Scott Barbour, and to a Stockholder at its address on Schedule I or at such other address as such Stockholder may designate by ten (10) days advance written notice to ADS.

Section 3.6 Assignment. This Agreement is not assignable in whole or in part except in accordance with the terms of this Agreement.

Section 3.7 Governing Law. This Agreement shall be governed by and construed under the internal laws of the State of Delaware.

Section 3.8 No Third Party Beneficiaries. Except as set forth in Section 2.8, nothing contained in this Agreement is intended to be for the benefit of or enforceable by any Person, other than the parties hereto, and their respective heirs, personal representatives, successors and assigns.

Section 3.9 Counterparts; Facsimile Signatures. This Agreement may be executed in any number of counterparts, each of which shall be an original but all of which shall constitute one instrument. This Agreement may be executed by facsimile signature(s).

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Section 3.10 Construction. The definitions of the terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The word “any” shall mean “any and all” unless otherwise clearly indicated by context. Where any party’s consent is required hereunder, except as otherwise specified herein, such party’s consent may be granted or withheld in such party’s sole discretion. Unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or therein), (b) any reference to any laws herein shall be construed as referring to such laws as from time to time enacted, repealed or amended, (c) any reference herein to any person shall be construed to include the person’s successors and assigns, (d) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, and (e) all references herein to Sections or Exhibits, unless otherwise specifically provided, shall be construed to refer to Sections and Exhibits of this Agreement.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the undersigned parties have executed this Agreement as of the date first above written.

[Signature Page to Registration Rights Agreement (CPPIB – ADS)]

SCHEDULE I

Canada Pension Plan Investment Board

One Queen Street East

Suite 2500

Toronto, Ontario MSC 2W5

Canada

Attention: Kevin Godwin

Email: kgodwin@cppib.com

with copies (which shall not constitute notice) to:

CPPIB Legal

Email: legalnotice@cppib.com

and

Debevoise & Plimpton LLP

919 Third Avenue

New York, New York 10022

Attention: Kevin M. Schmidt

Email: kmschmidt@debevoise.com