AGREEMENT AND PLAN OF MERGER by and among ACQUISITION PARENT 0423 INC., ACQUISITION SUB APRIL 2023 INC. and CHARAH SOLUTIONS, INC. Dated as of April 16, 2023Merger Agreement • April 21st, 2023 • Charah Solutions, Inc. • Hazardous waste management • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of April 16, 2023 (this “Agreement”), is made by and among Acquisition Parent 0423 Inc., a Delaware corporation (“Parent”), Acquisition Sub April 2023 Inc., a Delaware corporation and a direct, wholly owned Subsidiary of Parent (“Acquisition Sub”), and Charah Solutions, Inc., a Delaware corporation (the “Company”).
AMENDMENT NO. 2 to Term Loan AgreementTerm Loan Agreement • April 21st, 2023 • Charah Solutions, Inc. • Hazardous waste management • New York
This AMENDMENT NO. 2 to TERM LOAN AGREEMENT (this “Amendment”) dated as of April 16, 2023 is among Gibbons Creek Environmental Redevelopment Group, LLC, a Texas limited liability company (the “Borrower”), Charah Solutions, Inc., a Delaware corporation (“Charah Solutions”), Charah, LLC, a Kentucky limited liability company (“Charah LLC” and, together with Charah Solutions, the “Parent Guarantors”, and each, a “Parent Guarantor”), and Charah Preferred Stock Aggregator, LP, a Delaware limited partnership (the “Lender”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • April 21st, 2023 • Charah Solutions, Inc. • Hazardous waste management • Delaware
THIS VOTING AND SUPPORT AGREEMENT, dated as of April 16, 2023 (the “Agreement”), among (a) Charah Holdings LP, a Delaware limited partnership, (b) BCP Energy Services Fund-A, LP, a Delaware limited partnership, (c) BCP Energy Services Fund, LP, a Delaware limited partnership, and (d) Charah Preferred Stock Aggregator, LP, a Delaware limited partnership (“Aggregator” and, together with the aforementioned entities, collectively, the “Holder”), each of which is a stockholder of Charah Solutions, Inc., a Delaware corporation (the “Company”), (e) Acquisition Parent 0423 Inc., a Delaware corporation (“Parent”), and (f) the Company.
SECURITY AGREEMENTSecurity Agreement • April 21st, 2023 • Charah Solutions, Inc. • Hazardous waste management • New York
This SECURITY AGREEMENT, dated as of April 16, 2023 (the “Effective Date”) (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”), is made by and among AVON LAKE ENVIRONMENTAL REDEVELOPMENT GROUP, LLC, an Ohio limited liability company (“Avon”), CHESWICK LEFEVER LLC, a Pennsylvania limited liability company (“Cheswick Lefever”), and CHESWICK PLANT ENVIRONMENTAL REDEVELOPMENT GROUP LLC, a Pennsylvania limited liability company (“Cheswick Plant”, collectively, the “Grantors” and each a “Grantor”), in favor of CHARAH PREFERRED STOCK AGGREGATOR, LP, a Delaware limited partnership (the “Secured Party”).
