Confidential Document Access Portal


Charah Solutions, Inc.
8.50% Senior Notes due 2026
CUSIP: 15957P204

This portal provides authorized access to the Confidential Offering Memorandum in connection with the above-referenced transaction. By proceeding, you acknowledge that the Exchange Materials (as defined in the Confidentiality Agreement) are the proprietary and confidential information of Charah Solutions, Inc. is restricted to holders or authorized representatives of the above referenced Notes.

To proceed, complete the form below and review and execute the Confidentiality Agreement. Upon execution, you will receive two emails: the first containing a password-protected copy of the document, and the second containing the password required to open it.

All access is logged. Unauthorized distribution of materials obtained through this portal is strictly prohibited and may result in legal liability.





Holder / Authorized Representative Information

CONFIDENTIALITY AGREEMENT

By clicking the button granting you access to the Confidential Offering Memorandum, you acknowledge that the Exchange Materials (as defined below) are the proprietary and confidential information of Charah Solutions, Inc. (the “Issuer”) and/or its affiliates, related parties, current and prospective business partners and other entities (collectively with the Issuer , the “Covered Parties”), and you agree to advise your directors, officers, employees, agents, affiliates and advisers, including, without limitation, your attorneys, accountants, professional consultants, valuation experts, pricing services, and investment bankers (with respect to any person, the foregoing persons are hereinafter referred to as such person’s “Representatives”) who are provided any Exchange Materials of their confidential nature and that such Exchange Materials are subject to this confidentiality agreement (this “Agreement”). Notwithstanding the foregoing, by accepting the terms of this Agreement, the party accepting these terms is not obligated to undertake any monitoring or enforcement activities with respect to any of its Representatives.

In addition, by accepting this Agreement, you represent to the Issuer that you are, or are an advisor to, a holder of the Issuer’s 8.50% Senior Notes due 2026 (CUSIP number: 15957P204; ISIN: US15957P2048) (the “Old Notes”), which the Issuer is offering to exchange for 10.00% Senior Third Lien Secured Notes due 2031 (the “New Third Lien Secured Notes”). In connection with the receipt of the Exchange Materials, you represent that you have no intent to, and will not, provide information gained through such access to a competitor of the Issuer, except as may be required by applicable law. Additionally, you represent that you will comply in all material respects with applicable law, including any laws relating to the use and publication of the Exchange Materials.

The information furnished to you pursuant to this Agreement, together with any analyses, compilations, studies or other documents prepared by you or your Representatives that reproduce, in whole or in part, such information furnished to you or your Representatives is collectively referred to as the “Exchange Materials.” Notwithstanding the foregoing, the term Exchange Materials does not include information that (i) was or becomes available to you on a non-confidential basis from a source other than the Covered Parties or their Representatives, provided that such source was not known by you or your Representatives to be bound by any agreement to keep such information confidential or (iii) the Issuer or any other Covered Party has specifically marked or otherwise designated in writing as not being confidential.

In connection with such Exchange Materials, you hereby agree that, you shall keep all such Exchange Materials confidential and not disclose any Exchange Materials to any third party, except that disclosure of Exchange Materials shall be permitted if such disclosure (i) has been consented to in writing by the Issuer, (ii) is required by law, or otherwise requested pursuant to or by any regulation, regulatory authority, stock exchange rule or other applicable judicial or governmental order (collectively, the “Regulatory Parties”) or (iii) is made to your Representatives who need to know such information for the purpose of reviewing, assessing and advising you with respect to potentially purchasing, selling or continuing to hold the Old Notes (it being understood that such Representatives shall have been advised of this Agreement). Notwithstanding the foregoing, nothing herein contained shall be construed so as to prevent any advisor to a holder of the Old Notes from disclosing information to clients, client representatives or similar parties holding an interest (beneficial or otherwise) in the Old Notes.

The Issuer acknowledges and agrees with you that the confidential nature and treatment of all of the Exchange Materials will expire upon the date on which the information in the Exchange Materials is otherwise made public (the “Expiration”).

IF YOU ARE NOT PREPARED TO ACCEPT THE TERMS SET FORTH ABOVE, YOU MUST EXIT THIS PAGE. BY CLICKING ON THE “I AGREE” BUTTON, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.

By clicking "I Agree," you confirm that you have read, understood, and agree to be bound by the terms of the Confidentiality Agreement above, and that the information provided is accurate.