AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT
THIS AMENDMENT NO. 1 TO THE REGISTRATION RIGHTS AGREEMENT (this Amendment), effective as of March 16, 2020, is by and among Charah Solutions, Inc., a Delaware corporation (the Company), and each of the other parties listed on the signature pages hereto (the Holders and, together with the Company, the Parties). Capitalized but otherwise undefined terms herein have the meanings given to them in the Registration Rights Agreement (as defined below).
WHEREAS, the Company and the Holders are party to that certain Registration Rights Agreement, dated June 18, 2018 (the Registration Rights Agreement), governing the Companys obligations to register Registrable Securities of the Holders; and
WHEREAS, in connection with entering into that certain Series A Preferred Stock Purchase Agreement, dated as of the date hereof, by and between the Company and the purchasers party thereto pursuant to which the Company will issue shares of Series A Preferred Stock of the Company, the Company and a majority of the Holders of the Registrable Securities desire to amend the Registration Rights Agreement pursuant to Section 8(c) thereof and upon such terms as set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Amendments to Registration Rights Agreement.
a. A new definition shall be added to Section 1 of the Registration Rights Agreement to read:
Preferred Stock means any shares of Series A Preferred Stock of the Company, $0.01 par value per share.
b. The definition of Shares in Section 1 of the Registration Rights Agreement is hereby amended and restated in its entirety to read as follows:
Shares means (i) the shares of Common Stock held by the Holders as of the date hereof, (ii) any shares of Common Stock issued or issuable upon conversion of the Preferred Stock, and (iii) any other equity interests of the Company or equity interests in any successor of the Company issued in respect of such shares by reason of or in connection with any stock dividend, stock split, combination, reorganization, recapitalization, conversion to another type of entity or similar event involving a change in the capital structure of the Company. For purposes of this Agreement, a Person shall be deemed to hold Shares, and such Shares shall be deemed to be in existence, whenever such Person has the right to acquire such Shares (upon conversion, exchange or exercise in connection with a transfer of securities or otherwise, but disregarding any restrictions or limitations upon the exercise of such right other than vesting), whether or not such acquisition has actually been effected, and such Person shall be entitled to exercise the rights of a holder of Shares.