EX-4.1


 Exhibit 4.1 

REGISTRATION RIGHTS AGREEMENT 

This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 18, 2018, by and among
Charah Solutions, Inc., a Delaware corporation (the “Company”), and each of the other parties listed on the signature pages hereto (the “Initial Holders” and, together with the Company, the
“Parties”). 
 WHEREAS, in connection with, and in consideration of, the transactions contemplated by the
Company’s Registration Statement on Form S-1 (File No. 333-225051), the Initial Holders have requested, and the Company has agreed to provide, registration
rights with respect to the Registrable Securities (as hereinafter defined) as set forth in this Agreement. 
 NOW THEREFORE, in
consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each party hereto, the Parties hereby agree as follows: 

1.    Definitions. As used in this Agreement, the following terms have the meanings indicated:

 “Affiliate” of any specified Person means any other Person that, directly or indirectly, is in control of, is
controlled by, or is under common control with, such specified Person. For purposes of this definition, “control” of a Person means the power, direct or indirect, to direct or cause the direction of the management and policies of such
Person, whether through ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing. For the avoidance of doubt, for purposes of this
Agreement, the Company and the Initial Holders shall not be considered Affiliates of each other. 
 “Agreement” has
the meaning set forth in the preamble. 
 “Automatic Shelf Registration Statement” means an “automatic shelf
registration statement” as defined under Rule 405. 
 “BCP” means collectively, the (i) affiliates
(including Charah Holdings, LP, a Delaware limited partnership) of and (ii) investment funds affiliated with or managed by, in each case, Bernhard Capital Partners Management, LP. 

“Blackout Period” has the meaning set forth in Section 3(o). 

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

“Business Day” means any day other than a Saturday, Sunday, any federal holiday or any other day on which banking
institutions in the State of New York are authorized or required to be closed by law or governmental action. 
 “CEP
Holdings” means CEP Holdings, Inc. 






 “CEP Requested Underwritten Offering” has the meaning set
forth in Section 2(b)(ii). 
 “Commission” means the Securities and Exchange Commission or
any other federal agency then administering the Securities Act or Exchange Act. 
 “Common Stock” means the common
stock, par value $0.01 per share, of the Company. 
 “Company” has the meaning set forth in the preamble. 

“Company Securities” means any equity interest of any class or series in the Company. 

“Demand Holder” means BCP and any transferee permitted pursuant to Section 8(e) that is
designated by BCP as a “Demand Holder.” 
 “Demand Notice” has the meaning set forth in
Section 2(a)(i). 
 “Demand Registration” has the meaning set forth in
Section 2(a)(i). 
 “Effective Date” means the time and date that a Registration Statement
is first declared effective by the Commission or otherwise becomes effective. 
 “Effectiveness Period” has the
meaning set forth in Section 2(a)(ii). 
 “Exchange Act” means the Securities Exchange Act of 1934, as amended
from time to time, and the rules and regulations of the Commission promulgated thereunder. 
 “Holder” means
(i) each Initial Holder unless and until such Initial Holder ceases to hold any Registrable Securities and (ii) any holder of Registrable Securities to whom registration rights conferred by this Agreement have been transferred in
compliance with Section 8(e) hereof; provided, that any Person referenced in clause (ii) shall be a Holder only if such Person agrees in writing to be bound by and subject to the terms set forth in this
Agreement. 
 “Holder Indemnified Persons” has the meaning set forth in Section 6(a). 

“Holder Restricted Period” has the meaning set forth in Section 3(q). 

“Initial Holders” has the meaning set forth in the preamble. 

“Initiating Demand Holder” means the Demand Holder upon delivering the Demand Notice or the Underwritten Offering
Notice, as applicable. 
 “Restricted Period” has the meaning set forth in the underwriting agreement entered into
by the Company in connection with the initial underwritten public offering of shares of Common Stock. 
 “Losses”
has the meaning set forth in Section 6(a). 

  
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 “Parties” has the meaning set forth in the preamble. 

“Person” means an individual, corporation, partnership, trust, incorporated or unincorporated association, joint
venture, limited liability company, joint stock company, estate, trust, government (or an agency or subdivision thereof) or other entity of any kind. 

“Piggyback Registration” has the meaning set forth in Section 2(c)(i). 

“Piggyback Registration Notice” has the meaning set forth in Section 2(c)(i). 

“Piggyback Registration Request” has the meaning set forth in Section 2(c)(i). 

“Proceeding” means any action, claim, suit, proceeding or investigation (including a preliminary investigation or
partial proceeding, such as a deposition) pending or, to the knowledge of the Company, to be threatened. 

“Prospectus” means the prospectus included in a Registration Statement (including a prospectus that includes any
information previously omitted from a prospectus filed as part of an effective Registration Statement in reliance upon Rule 430A, Rule 430B or Rule 430C promulgated under the Securities Act), as amended or supplemented by any prospectus supplement,
with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material
incorporated by reference or deemed to be incorporated by reference in such Prospectus. 
 “Registrable Securities”
means the Shares; provided, however, that Registrable Securities shall not include: (i) any Shares that have been registered under the Securities Act and disposed of pursuant to an effective Registration Statement or otherwise
transferred to a Person that is not entitled to the registration and other rights hereunder; (ii) any Shares that have been sold or transferred by the Holder thereof pursuant to Rule 144 (or any similar provision then in force under the
Securities Act) and the transferee thereof does not receive “restricted securities” as defined in Rule 144; (iii) any Shares that cease to be outstanding (whether as a result of repurchase and cancellation, conversion or otherwise); and
(iv) any Shares that are eligible for resale without restriction (including any limitation thereunder on volume or manner of sale) and without the need for current public information pursuant to any section of Rule 144 (or any similar provision
then in effect) under the Securities Act, unless such Registrable Securities are held by a Holder that beneficially owns Shares representing 5% or more of the aggregate voting power of shares of Common Stock eligible to vote in the election of
directors of the Company. 
 “Registration Expenses” has the meaning set forth in
Section 5. 
 “Registration Statement” means a registration statement of the Company in
the form required to register under the Securities Act and other applicable law the resale of the Registrable Securities in accordance with the intended plan of distribution of each Holder of Registrable Securities included therein (for the
avoidance of doubt, including a Registration Statement on Form S-1 and a Registration Statement on Form S-3), and including any Prospectus, amendments and supplements to
each such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference in such
registration statement. 

  
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 “Requested Underwritten Offering” has the meaning set forth in
Section 2(b). 
 “Rule 144” means Rule 144 promulgated by the Commission pursuant to the Securities Act. 

“Rule 405” means Rule 405 promulgated by the Commission pursuant to the Securities Act. 

“Rule 415” means Rule 415 promulgated by the Commission pursuant to the Securities Act. 

“Rule 424” means Rule 424 promulgated by the Commission pursuant to the Securities Act. 

“Securities Act” means the Securities Act of 1933, as amended from time to time, and the rules and regulations of the
Commission promulgated thereunder. 
 “Selling Expenses” means all underwriting discounts, selling commissions and
stock transfer taxes applicable to the sale of Registrable Securities and fees and disbursements of counsel for any Holder (except as set forth in Section 5). 

“Shares” means (i) the shares of Common Stock held by the Holders as of the date hereof, and (ii) 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. 

“Shelf Registration Statement” means a Registration Statement of the Company filed with the Commission on Form S-3 (or any successor form or other appropriate form under the Securities Act) for an offering to be made on a continuous or delayed basis pursuant to Rule 415 (or any similar rule that may be adopted by the
Commission) covering the Registrable Securities, as applicable. 
 “Suspension Period” has the meaning set forth in
Section 8(b). 
 “Trading Market” means the principal national securities exchange on
which Registrable Securities are listed. 

  
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 “Underwritten Offering” means an underwritten offering of Common Stock
for cash (whether a Requested Underwritten Offering, a CEP Requested Underwritten Offering, or in connection with a public offering of Common Stock by the Company, stockholders or both), excluding an offering relating solely to an employee benefit
plan, an offering relating to a transaction on Form S-4 or S-8 or an offering on any registration statement form that does not permit secondary sales. 

“Underwritten Offering Notice” has the meaning set forth in Section 2(b). 

“Underwritten Offering Piggyback Notice” has the meaning set forth in Section 2(c)(ii). 

“Underwritten Offering Piggyback Request” has the meaning set forth in Section 2(c)(ii). 

“Underwritten Piggyback Offering” has the meaning set forth in Section 2(c)(ii). 

“WKSI” means a “well known seasoned issuer” as defined under Rule 405. 

Unless the context requires otherwise: (a) any pronoun used in this Agreement shall include the corresponding masculine, feminine or
neuter forms; (b) references to Sections refer to Sections of this Agreement; (c) the terms “include,” “includes,” “including” and words of like import shall be deemed to be followed by the words “without
limitation”; (d) the terms “hereof,” “hereto,” “herein” or “hereunder” refer to this Agreement as a whole and not to any particular provision of this Agreement; (e) unless the context otherwise
requires, the term “or” is not exclusive and shall have the inclusive meaning of “and/or”; (f) defined terms herein will apply equally to both the singular and plural forms and derivative forms of defined terms will have
correlative meanings; (g) references to any law or statute shall include all rules and regulations promulgated thereunder, and references to any law or statute shall be construed as including any legal and statutory provisions consolidating,
amending, succeeding or replacing the applicable law or statute; (h) references to any Person include such Person’s successors and permitted assigns; and (i) references to “days” are to calendar days unless otherwise
indicated. 
 2.    Registration. 

(a)    Demand Registration. 

(i)    At any time after the expiration or early termination of the Restricted Period, the Demand Holder shall have the
option and right, exercisable by delivering a written notice to the Company (a “Demand Notice”), to require the Company to, pursuant to the terms of and subject to the limitations contained in this Agreement, prepare and file
with the Commission a Registration Statement registering the offering and sale of the number and type of Registrable Securities on the terms and conditions specified in the Demand Notice, which may include sales on a delayed or continuous basis
pursuant to Rule 415 pursuant to a Shelf Registration Statement (a “Demand Registration”). The Demand Notice must set forth the number of Registrable Securities that the Initiating Demand Holder intends to include in such
Demand Registration and the intended methods of disposition thereof. 

  
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 (ii)    Within ten Business Days after the receipt of the Demand Notice
(except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, within forty-five days thereof), the Company shall, subject to the limitations of this
Section 2(a), file a Registration Statement in accordance with the terms and conditions of the Demand Notice. The Company shall use all commercially reasonable efforts to cause any such Registration Statement to become and remain effective
under the Securities Act until all Registrable Securities covered by such Registration Statement have been sold (the “Effectiveness Period”). 

(iii)    A Demand Holder may withdraw all or any portion of its Registrable Securities included in a Demand Registration
from such Demand Registration at any time prior to the effectiveness of the applicable Registration Statement. 

(iv)    The Company may include in any such Demand Registration other Company Securities for sale for its own account or
for the account of any other Person, subject to Section 2(c)(iii). 
 (v)    Subject to the
limitations contained in this Agreement, the Company shall effect any Demand Registration on such appropriate registration form of the Commission (A) as shall be selected by the Company and (B) as shall permit the disposition of the
Registrable Securities in accordance with the intended method or methods of disposition specified in the Demand Notice; provided, that if the Company becomes, and is at the time of its receipt of a Demand Notice, a WKSI, the Demand
Registration for any offering and selling of Registrable Securities shall be effected pursuant to an Automatic Shelf Registration Statement, which shall be on Form S-3 or any equivalent or successor form under
the Securities Act (if available to the Company). If at any time a Registration Statement on Form S-3 is effective and a the Initiating Demand Holder provides written notice to the Company that it intends to
effect an offering of all or part of the Registrable Securities included on such Registration Statement, the Company will amend or supplement such Registration Statement as may be necessary in order to enable such offering to take place. 

(vi)    Without limiting Section 3, in connection with any Demand Registration pursuant to and
in accordance with this Section 2(a), the Company shall (A) promptly prepare and file or cause to be prepared and filed (1) such additional forms, amendments, supplements, prospectuses, certificates, letters,
opinions and other documents, as may be necessary or advisable to register or qualify the securities subject to such Demand Registration, including under the securities laws of such jurisdictions as the Demand Holders shall reasonably request;
provided, however, that no such qualification shall be required in any jurisdiction where, as a result thereof, the Company would become subject to general service of process or to taxation or qualification to do business in such
jurisdiction solely as a result of registration and (2) such forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents as may be necessary to apply for listing or to list the Registrable Securities
subject to such Demand Registration on the Trading Market and (B) do any and all other acts and things that may be reasonably necessary or appropriate or reasonably requested by the Demand Holders to enable the Demand Holders to consummate a
public sale of such Registrable Securities in accordance with the intended timing and method or methods of distribution thereof. 

  
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 (vii)    In the event a Demand Holder transfers Registrable Securities
included on a Registration Statement and such Registrable Securities remain Registrable Securities following such transfer, at the request of such Demand Holder, the Company shall amend or supplement such Registration Statement as may be necessary
in order to enable such transferee to offer and sell such Registrable Securities pursuant to such Registration Statement; provided, that in no event shall the Company be required to file a post-effective amendment to the Registration
Statement unless (A) such Registration Statement includes only Registrable Securities held by the Demand Holder, Affiliates of the Demand Holder or transferees of the Demand Holder or (B) the Company has received written consent therefor
from a Person for whom Registrable Securities have been registered on (but not yet sold under) such Registration Statement, other than the Demand Holder, Affiliates of the Demand Holder or transferees of the Demand Holder. 

(b)    Requested Underwritten Offering. 

(i)    Any Demand Holder then able to effectuate a Demand Registration pursuant to the terms of
Section 2(a), shall have the option and right, exercisable by delivering written notice to the Company of its intention to distribute Registrable Securities by means of an Underwritten Offering (an “Underwritten
Offering Notice”), to require the Company, pursuant to the terms of and subject to the limitations of this Agreement, to effectuate a distribution of any or all of its Registrable Securities by means of an Underwritten Offering pursuant
to a new Demand Registration or pursuant to an effective Registration Statement covering such Registrable Securities (a “Requested Underwritten Offering”). The Underwritten Offering Notice must set forth the number of
Registrable Securities that the Initiating Demand Holder intends to include in such Requested Underwritten Offering. The managing underwriter or managing underwriters of a Requested Underwritten Offering shall be designated by the Initiating Demand
Holder. 
 (ii)    CEP Holdings shall have the option and right, exercisable only once, by delivering an Underwritten
Offering Notice, to require the Company, pursuant to the terms of and subject to the limitations of this Agreement, to effectuate a distribution of any or all of its Registrable Securities by means of an Underwritten Offering pursuant to an
effective Registration Statement covering such Registrable Securities (a “CEP Requested Underwritten Offering”); The Underwritten Offering Notice must set forth the number of Registrable Securities that CEP Holdings intends
to include in such CEP Requested Underwritten Offering. The managing underwriter or managing underwriters of a CEP Requested Underwritten Offering shall be designated by the Company. CEP Holdings’ rights pursuant to this
Section 2(b)(ii) shall terminate upon the successful completion of a CEP Requested Underwritten Offering. 

(c)    Piggyback Registration and Piggyback Underwritten Offering. 

(i)    If the Company shall at any time propose to file (i) a Registration Statement under the Securities Act or
(ii) a Prospectus supplement to an effective Registration Statement for an offering to which Demand Holders may be included without the filing of a post-effective amendment to the Registration Statement to which such Prospectus supplement
relates, in each case, with respect to an offering of Company Securities (other than a Registration Statement on Form S-4, Form S-8 or any successor forms thereto or
filed solely in connection 

  
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with an exchange offer or any employee benefit or dividend reinvestment plan), then the Company shall promptly notify all Demand Holders of such proposal reasonably in advance of (and in any
event at least five Business Days before) the anticipated filing date (the “Piggyback Registration Notice”). The Piggyback Registration Notice shall offer Demand Holders the opportunity to include for registration in such
Registration Statement or Prospectus supplement the number of Registrable Securities as they may request in writing (a “Piggyback Registration”). The Company shall use commercially reasonable efforts to include in each such
Piggyback Registration such Registrable Securities for which the Company has received written requests for inclusion therein (“Piggyback Registration Request”) within three Business Days after sending the Piggyback
Registration Notice. Each Demand Holder shall be permitted to withdraw all or part of such Demand Holder’s Registrable Securities from a Piggyback Registration by giving written notice to the Company of its request to withdraw; provided,
that (A) such request must be made in writing prior to the effectiveness of such Registration Statement and (B) such withdrawal shall be irrevocable and, after making such withdrawal, a Demand Holder shall no longer have any right to
include Registrable Securities in the Piggyback Registration as to which such withdrawal was made. Any withdrawing Demand Holder shall continue to have the right to include any Registrable Securities in any subsequent Registration Statement or
Registration Statements as may be filed by the Company with respect to offerings of Company Securities, all upon the terms and conditions set forth herein. 

(ii)    If the Company shall at any time propose to conduct an Underwritten Offering, whether or not for its own account,
then the Company shall promptly notify all Demand Holders of such proposal reasonably in advance of (and in any event at least five Business Days before or two Business Days before in connection with a “bought deal” or overnight
Underwritten Offering) the commencement of the Underwritten Offering, which notice shall set forth the principal terms and conditions of the issuance, including the proposed offering price (or range of offering prices), the anticipated filing date
of the related Registration Statement (if applicable) and the number of shares of Common Stock that are proposed to be registered (the “Underwritten Offering Piggyback Notice”). Receipt of any Underwritten Offering Piggyback
Notice provided to any Demand Holder pursuant to this Section 2(c)(ii) shall be kept confidential by each such Demand Holder until such proposed Underwritten Offering is (i) publicly announced or (ii) such Demand
Holder receives notice that such proposed Underwritten Offering has been abandoned, which notice shall be provided promptly by the Company to each Demand Holder. The Underwritten Offering Piggyback Notice shall offer Demand Holders the opportunity
to include in such Underwritten Offering (and any related registration, if applicable) the number of Registrable Securities as they may request in writing (an “Underwritten Piggyback Offering”); provided,
however, that in the event that the Company proposes to effectuate the subject Underwritten Offering pursuant to an effective Shelf Registration Statement of the Company other than an Automatic Shelf Registration Statement, only Registrable
Securities of Demand Holders that are subject to an effective Shelf Registration Statement may be included in such Underwritten Piggyback Offering. The Company shall use commercially reasonable efforts to include in each such Underwritten Piggyback
Offering such Registrable Securities for which the Company has received written requests for inclusion therein (“Underwritten Offering Piggyback Request”) within three Business Days after sending the Underwritten Offering
Piggyback Notice (or one Business Day in connection with a “bought deal” or overnight Underwritten Offering). Notwithstanding anything to the contrary in this Section 2(c)(ii), if the Underwritten Offering
pursuant to this Section 2(c)(ii) is a “bought deal” 

  
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or overnight Underwritten Offering and the managing underwriter advises the Company that the giving of notice pursuant to this Section 2(c)(ii) would materially
adversely affect the Underwritten Offering, no such notice shall be required. Each Demand Holder shall be permitted to withdraw all or part of such Demand Holder’s Registrable Securities from an Underwritten Piggyback Offering at any time prior
to the applicable offering, and such Demand Holder shall continue to have the right to include any Registrable Securities in any subsequent Underwritten Offerings, all upon the terms and conditions set forth herein. 

(iii)    If the managing underwriter or managing underwriters of an Underwritten Offering advise the Company, the Demand
Holders, and, in the case of a CEP Requested Underwritten Offering, CEP Holdings, in writing that in their reasonable opinion the inclusion of all of the Holders’ Registrable Securities requested for inclusion in the subject Underwritten
Offering (and any related registration, if applicable) (and any other Common Stock proposed to be included in such offering) exceeds the number that can be included without being likely to have a significant adverse effect on the price, timing or
distribution of the securities offered or the market for the securities offered, the Company shall include in such Underwritten Offering (and any related registration, if applicable) only that number of shares of Common Stock proposed to be included
in such Underwritten Offering (and any related registration, if applicable) that, in the reasonable opinion of the managing underwriter or managing underwriters, will not have such adverse effect, with such number to be allocated as follows:
(A) in the case of a Requested Underwritten Offering, (x) first pro rata among all Demand Holders that have requested to include Registrable Securities in such Requested Underwritten Offering based on the relative number of Registrable
Securities then held by each such Demand Holder and, (y) second to the Company; (B) in the case of a CEP Requested Underwritten Offering, (x) first pro rata among all Demand Holders that have requested to include Registrable
Securities and CEP Holdings based on the relative number of Registrable Securities then held by each such Holder and, (y) second to the Company; and (C) in the case of any other Underwritten Offerings, (x) first, to the Company,
(y) second, if there remains availability for additional shares of Common Stock to be included in such Underwritten Offering, pro rata among all Holders desiring to include Registrable Securities in such Underwritten Offering based on the
relative number of Registrable Securities then held by each such Holder, and (z) third, if there remains availability for additional shares of Common Stock to be included in such registration, pro rata among any other holders entitled to
participate in such Underwritten Offering, if applicable, based on the relative number of Common Stock then held by each such holder. If any Demand Holder disapproves of the terms of any such Underwritten Offering, or if CEP Holdings disapproves of
the terms of any CEP Requested Underwritten Offering, such Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter(s) delivered on or prior to the time of the commencement of such offering. Any
Registrable Securities withdrawn from such underwriting shall be excluded and withdrawn from the registration. 

(iv)    The Company shall have the right, at any time after giving the Piggyback Registration Notice and prior to the
Effective Date of the applicable Registration Statement, to terminate or withdraw any registration initiated by it under this Section 2(c) at any time in its sole discretion, whether or not any Demand Holder has elected to
include Registrable Securities in such Registration Statement, by giving written notice of such termination or withdrawal to each Demand Holder. The Registration Expenses of such withdrawn registration shall be borne by the Company in accordance
with Section 4 hereof. 

  
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 3.    Registration and Underwritten Offering Procedures. 

The procedures to be followed by the Company and each Holder electing to sell Registrable Securities in a Registration Statement pursuant to
this Agreement, and the respective rights and obligations of the Company and such Holders, with respect to the preparation, filing and effectiveness of such Registration Statement and the effectuation of any Underwritten Offering, are as follows:

 (a)    In connection with a Demand Registration, the Company will, at least three Business Days prior to the
anticipated filing of the Registration Statement and any related Prospectus or any amendment or supplement thereto (other than, after effectiveness of the Registration Statement, any filing made under the Exchange Act that is incorporated by
reference into the Registration Statement), (i) furnish to such Demand Holders copies of all such documents prior to filing and (ii) use commercially reasonable efforts to address in each such document when so filed with the Commission such
comments as such Demand Holders reasonably shall propose prior to the filing thereof. 
 (b)    In connection with a
Piggyback Registration, Underwritten Piggyback Offering or a Requested Underwritten Offering, the Company will, at least three Business Days prior to (or two Business Days in connection with a “bought deal” or overnight Underwritten
Offering) the anticipated filing of any initial Registration Statement that identifies the Demand Holders and any related Prospectus or any amendment or supplement thereto (other than amendments and supplements that do not materially alter the
previous disclosure or do nothing more than name Demand Holders and provide information with respect thereto), as applicable, (i) furnish to such Demand Holders copies of any such Registration Statement or related Prospectus or amendment or
supplement thereto that identify the Demand Holders and any related Prospectus or any amendment or supplement thereto (other than amendments and supplements that do not materially alter the previous disclosure or do nothing more than name Demand
Holders and provide information with respect thereto) prior to filing and (ii) use commercially reasonable efforts to address in each such document when so filed with the Commission such comments as such Demand Holders reasonably shall propose
prior to the filing thereof. 
 (c)    The Company will use commercially reasonable efforts to as promptly as reasonably
practicable (i) prepare and file with the Commission such amendments, including post-effective amendments, and supplements to each Registration Statement and the Prospectus used in connection therewith as may be necessary under applicable law
to keep such Registration Statement continuously effective with respect to the disposition of all Registrable Securities covered thereby for its Effectiveness Period and, subject to the limitations contained in this Agreement, prepare and file with
the Commission such additional Registration Statements in order to register for resale under the Securities Act all of the Registrable Securities held by the Holders; (ii) cause the related Prospectus to be amended or supplemented by any
required prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424; and (iii) respond to any comments received from the Commission with respect to each Registration Statement or any amendment thereto and, as
promptly as reasonably practicable provide such Holders true and complete copies of all correspondence from and to the Commission relating to such Registration Statement that pertains to such Holders as selling stockholders but not any comments that
would result in the disclosure to such Holders of material and non-public information concerning the Company. 

  
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 (d)    The Company will comply in all material respects with the provisions
of the Securities Act and the Exchange Act with respect to the Registration Statements and the disposition of all Registrable Securities covered by each Registration Statement. 

(e)    The Company will notify such Holders that are included in a Registration Statement as promptly as reasonably
practicable: (i) (A) when a Prospectus or any prospectus supplement or post-effective amendment to a Registration Statement in which such Holder is included has been filed; (B) when the Commission notifies the Company whether there will be
a “review” of the applicable Registration Statement and whenever the Commission comments in writing on such Registration Statement (in which case the Company shall provide true and complete copies thereof and all written responses thereto
to each of such Holders that pertain to such Holders as selling stockholders); and (C) with respect to each applicable Registration Statement or any post-effective amendment thereto, when the same has been declared effective; (ii) of any
request by the Commission or any other federal or state governmental authority for amendments or supplements to such Registration Statement or Prospectus or for additional information that pertains to such Holders as sellers of Registrable
Securities; (iii) of the issuance by the Commission of any stop order suspending the effectiveness of such Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose;
(iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of
any Proceeding for such purpose; and (v) of the occurrence of any event or passage of time that makes any statement made in such Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference
untrue in any material respect or that requires any revisions to such Registration Statement, Prospectus or other documents so that, in the case of such Registration Statement, it will not contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary to make the statements therein not misleading, or in the case of such Prospectus, it will not include any untrue statement of a material fact or omit to state any material fact
necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (provided, however, that no notice by the Company shall be required pursuant to this clause (v) in the
event that the Company either promptly files a Prospectus supplement to update the Prospectus or a Form 8-K or other appropriate Exchange Act report that is incorporated by reference into the Registration
Statement, which in either case, contains the requisite information that results in such Registration Statement no longer containing any untrue statement of material fact or omitting to state a material fact required to be stated therein or
necessary to make the statements therein not misleading or such Prospectus no longer including any untrue statement of material fact or omitting to state a material fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading). 
 (f)    The Company will use commercially reasonable
efforts to avoid the issuance of or, if issued, obtain the withdrawal of (i) any order suspending the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the
Registrable Securities for sale in any jurisdiction, as promptly as 

  
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reasonably practicable, or if any such order or suspension is made effective during any Blackout Period or Suspension Period, as promptly as reasonably practicable after such Blackout Period or
Suspension Period is over. 
 (g)    During the Effectiveness Period, the Company will furnish to each such Holder,
included in such Registration Statement, without charge, at least one conformed copy of each Registration Statement and each amendment thereto and all exhibits to the extent requested by such Holder (including those incorporated by reference)
promptly after the filing of such documents with the Commission; provided, that the Company will not have any obligation to provide any document pursuant to this clause that is available on the Commission’s EDGAR system. 

(h)    The Company will promptly deliver to each Holder, included in such Prospectus, without charge, as many copies of
each Prospectus or Prospectuses (including each form of Prospectus) authorized by the Company for use and each amendment or supplement thereto as such Holder may reasonably request during the Effectiveness Period. Subject to the terms of this
Agreement, including Section 8(b), the Company consents to the use of such Prospectus and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable
Securities covered by such Prospectus and any amendment or supplement thereto. 
 (i)    The Company will cooperate with
such Holders to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free of all restrictive legends
indicating that the Registrable Securities are unregistered or unqualified for resale under the Securities Act, Exchange Act or other applicable securities laws, and to enable such Registrable Securities to be in such denominations and registered in
such names as any such Holder may request in writing. In connection therewith, if required by the Company’s transfer agent, the Company will promptly, after the Effective Date of the Registration Statement, cause an opinion of counsel as to the
effectiveness of the Registration Statement to be delivered to and maintained with its transfer agent, together with any other authorizations, certificates and directions required by the transfer agent which authorize and direct the transfer agent
to issue such Registrable Securities without any such legend upon sale by the Holder of such Registrable Securities under the Registration Statement. 

(j)    Upon the occurrence of any event contemplated by Section 3(e)(v), as promptly as
reasonably practicable, the Company will prepare a supplement or amendment, including a post-effective amendment, if required by applicable law, to the affected Registration Statement or a supplement to the related Prospectus or any document
incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered, no Registration Statement will contain an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not misleading, and no Prospectus will include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not misleading. 

  
 12 







 (k)    With respect to Underwritten Offerings, (i) the right of any
Holder to include such Holder’s Registrable Securities in an Underwritten Offering shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the
underwriting to the extent provided herein, (ii) each Holder participating in such Underwritten Offering agrees to enter into an underwriting agreement in customary form and sell such Holder’s Registrable Securities on the basis provided
in any underwriting arrangements approved by the Persons entitled to select the managing underwriter or managing underwriters hereunder and (iii) each Holder participating in such Underwritten Offering agrees to complete and execute all
questionnaires, powers of attorney, indemnities, underwriting agreements and other documents customarily and reasonably required under the terms of such underwriting arrangements. The Company hereby agrees with each Holder that, in connection with
any Underwritten Offering in accordance with the terms hereof, it will negotiate in good faith and execute all indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, including
using all commercially reasonable efforts to procure customary legal opinions and auditor “comfort” letters. 

(l)    For a reasonable period prior to the filing of any Registration Statement and throughout the Effectiveness Period,
the Company will make available, upon reasonable notice at the Company’s principal place of business or such other reasonable place, for inspection during normal business hours by a representative or representatives of the selling Holders, the
managing underwriter or managing underwriters and any attorneys or accountants retained by such selling Holders or underwriters, all such financial and other information and books and records of the Company, and cause the officers, employees,
counsel and independent certified public accountants of the Company to respond to such inquiries, as shall be reasonably necessary (and in the case of counsel, not violate an attorney-client privilege in such counsel’s reasonable belief) to
conduct a reasonable investigation within the meaning of Section 11 of the Securities Act; provided, however, that any information that is not generally publicly available at the time of delivery of such information shall be kept
confidential by such Persons unless disclosure of such information is required by court or administrative order or, in the opinion of counsel to such Person, law, in which case, such Person shall be required to give the Company written notice of the
proposed disclosure prior to such disclosure and, if requested by the Company, assist the Company in seeking to prevent or limit the proposed disclosure. 

(m)    In connection with any Requested Underwritten Offering or CEP Requested Underwritten Offering, the Company will use
commercially reasonable efforts to cause appropriate officers and employees to be available, on a customary basis and upon reasonable notice, to meet with prospective investors in presentations, meetings and road shows. 

(n)    Each Holder agrees to furnish to the Company any other information regarding the Holder and the distribution of
such securities as the Company reasonably determines is required to be included in any Registration Statement or any Prospectus or Prospectus supplement relating to an Underwritten Offering. 

(o)    Notwithstanding any other provision of this Agreement, the Company shall not be required to file a Registration
Statement (or any amendment thereto) or effect a Requested Underwritten Offering or CEP Requested Underwritten Offering (or, if the Company 

  
 13 







 
has filed a Shelf Registration Statement and has included Registrable Securities therein, the Company shall be entitled to suspend the offer and sale of Registrable Securities pursuant to such
Registration Statement) for a period of up to 45 days if (i) the Board or the Chief Executive Officer of the Company determines that a postponement is in the best interest of the Company and its stockholders generally due to a pending
transaction involving the Company (including a pending securities offering by the Company), (ii) the Board or the Chief Executive Officer of the Company determines such registration would render the Company unable to comply with applicable
securities laws or (iii) the Board or the Chief Executive Officer of the Company determines such registration would require disclosure of material information that the Company has a bona fide business purpose for preserving as confidential (any
such period, a “Blackout Period”). In the event of a Blackout Period resulting from a pending transaction identified in Section 3(o)(i) above that is an Underwritten Offering, such Blackout Period
may be extended for up to an additional 45 days if the managing underwriter or managing underwriters for such Underwritten Offering have notified the Company of the need to extend such Blackout Period. The Company shall not be entitled to exercise
its right of suspension or postponement, as the case may be, pursuant to this Section 3(o) more than once in any 12-month period, and in no event shall any Blackout Period together
with any Suspension Period exceed an aggregate of 120 days in any 12-month period. 

(p)    In connection with an Underwritten Offering, the Company shall use all commercially reasonable efforts to provide
to each Holder named as a selling security holder in any Registration Statement a copy of any auditor “comfort” letters or customary legal opinions, in each case that have been provided to the managing underwriter or managing underwriters
in connection with the Underwritten Offering, not later than the Business Day prior to the Effective Date of such Registration Statement. 

(q)    In connection with any Underwritten Offering initiated by the Company for the sale of securities for its own
account, any Holder that together with its Affiliates owns 10% or more of the outstanding Common Stock (or otherwise retains the right to appoint one or more directors to the Board pursuant to that certain Stockholders’ Agreement, dated as of
the date hereof, among the Company and the other signatories thereto) and participates in such Underwritten Offering, shall execute a customary “lock-up” agreement with the underwriters of such
Underwritten Offering containing a lock-up period equal to the shorter of (i) the shortest number of days that a director of the Company, “executive officer” (as defined under Section 16 of
the Exchange Act) of the Company or any stockholder of the Company (other than a Holder or director or employee of, or consultant to, the Company) who owns 10% or more of the outstanding Common Stock contractually agrees to with the underwriters of
such Underwritten Offering not to sell any securities of the Company following such Underwritten Offering and (ii) 45 days from the date of the execution of the underwriting agreement with respect to such Underwritten Offering (each such period, a
“Holder Restricted Period”). 
 4.    No Inconsistent Agreements; Additional
Rights. The Company shall not hereafter enter into, and is not currently a party to, any agreement with respect to its securities that is inconsistent in any material respect with, superior to or in any way violates or subordinates
the rights granted to the Holders by this Agreement. 

  
 14 







 5.    Registration Expenses. All Registration Expenses
incident to the Parties’ performance of or compliance with their respective obligations under this Agreement or otherwise in connection with any Demand Registration, Requested Underwritten Offering, CEP Requested Underwritten Offering,
Piggyback Registration or Underwritten Piggyback Offering (in each case, excluding any Selling Expenses) shall be borne by the Company, whether or not any Registrable Securities are sold pursuant to a Registration Statement. “Registration
Expenses” shall include, without limitation, (i) all registration and filing fees (including fees and expenses (A) with respect to filings required to be made with the Trading Market and (B) in compliance with applicable
state securities or “Blue Sky” laws), (ii) printing expenses (including expenses of printing certificates for Company Securities and of printing Prospectuses if the printing of Prospectuses is reasonably requested by a Holder of
Registrable Securities included in the Registration Statement), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel, auditors and accountants for the Company, (v) Securities Act liability insurance, if
the Company so desires such insurance, (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement, (vii) the reasonable fees and expenses of
one law firm of national standing selected by the Holders owning the majority of the Registrable Securities to be included in any such registration or offering and (viii) all expenses relating to marketing the sale of the Registrable
Securities, including expenses related to conducting a “road show.” In addition, the Company shall be responsible for all of its expenses incurred in connection with the consummation of the transactions contemplated by this Agreement
(including expenses payable to third parties and including all salaries and expenses of their officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the
listing of the Registrable Securities on the Trading Market. 
 6.    Indemnification. 

(a)    The Company shall indemnify and hold harmless each Holder, its Affiliates and each of their respective officers and
directors and any agent thereof (collectively, “Holder Indemnified Persons”), to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, joint or several, costs
(including reasonable costs of preparation and reasonable attorneys’ fees) and expenses, judgments, fines, penalties, interest, settlements or other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil,
criminal, administrative or investigative, in which any Holder Indemnified Person may be involved, or is threatened to be involved, as a party or otherwise, under the Securities Act or otherwise (collectively, “Losses”), as
incurred, arising out of or relating to any untrue or alleged untrue statement of a material fact contained in any Registration Statement under which any Registrable Securities were registered, or arising out of, based upon or resulting from the
omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements made therein not misleading, or included in any preliminary Prospectus (if the Company authorized the use of such
preliminary Prospectus prior to the Effective Date), any summary or final Prospectus or free writing Prospectus (if such free writing Prospectus was authorized for use by the Company) or in any amendment or supplement thereto (if used during the
period the Company is required to keep the Registration Statement current), or arising out of, based upon or resulting from the omission or alleged omission to state therein a material fact necessary in order to make the statements made


  
 15 







 
therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company shall not be liable to any Holder Indemnified Person to
the extent that any such claim arises out of, is based upon or results from an untrue or alleged untrue statement or omission or alleged omission made in such Registration Statement, such preliminary, summary or final Prospectus or free writing
Prospectus or such amendment or supplement, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Holder Indemnified Person specifically for use in the preparation thereof. The Company shall
notify the Holders promptly of the institution, threat or assertion of any Proceeding of which the Company is aware in connection with the transactions contemplated by this Agreement. This indemnity shall be in addition to any liability the Company
may otherwise have and shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder Indemnified Person or any indemnified party and shall survive the transfer of such securities by such Holder.
Notwithstanding anything to the contrary herein, this Section 6 shall survive any termination or expiration of this Agreement indefinitely. 

(b)    In connection with any Registration Statement in which a Holder participates, such Holder shall, severally and not
jointly, indemnify and hold harmless the Company, its Affiliates and each of their respective officers, directors and any agent thereof, to the fullest extent permitted by applicable law, from and against any and all Losses as incurred, arising out
of or relating to any untrue or alleged untrue statement of a material fact contained in any such Registration Statement, or arising out of, based upon or resulting from the omission or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements made therein not misleading, or in any preliminary Prospectus (if used prior to the Effective Date of such Registration Statement), any summary or final Prospectus or free writing Prospectus or
in any amendment or supplement thereto (if used during the period the Company is required to keep the Registration Statement current), or arising out of, based upon or resulting from the omission or alleged omission to state therein a material fact
necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, but only to the extent that the same are made in reliance and in conformity with information relating to the Holder
furnished in writing to the Company by such Holder for use therein. This indemnity shall be in addition to any liability such Holder may otherwise have and shall remain in full force and effect regardless of any investigation made by or on behalf of
the Company or any indemnified party. In no event shall the liability of any selling Holder hereunder be greater in amount than the dollar amount of the proceeds received by such Holder from the sale of the Registrable Securities giving rise to such
indemnification obligation. 
 (c)    Any Person entitled to indemnification hereunder shall (i) give prompt
written notice to the indemnifying party of any claim with respect to which it seeks indemnification and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties
may exist with respect to such claim or there may be reasonable defenses available to the indemnified party that are different from or additional to those available to the indemnifying party, permit such indemnifying party to assume the defense of
such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent
will not be unreasonably withheld). An indemnifying party that is not entitled to, or elects not to, assume the 

  
 16 







 
defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel (in addition to any local counsel) for all parties indemnified by such indemnifying party with
respect to such claim, unless in the reasonable judgment of any indemnified party there may be one or more legal or equitable defenses available to such indemnified party that are in addition to or may conflict with those available to another
indemnified party with respect to such claim. Failure to give prompt written notice shall not release the indemnifying party from its obligations hereunder. 

(d)    If the indemnification provided for in this Section 6 is held by a court of competent
jurisdiction to be unavailable to an indemnified party with respect to any Losses referred to herein, the indemnifying party, in lieu of indemnifying such indemnified party thereunder, shall to the extent permitted by applicable law contribute to
the amount paid or payable by such indemnified party as a result of such Losses in such proportion as is appropriate to reflect the relative fault of the indemnifying party, on the one hand, and of the indemnified party, on the other, in connection
with the untrue or alleged untrue statement of a material fact or the omission to state a material fact that resulted in such Losses, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and of the
indemnified party shall be determined by a court of law by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the
indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission; provided, that in no event shall any contribution by a
Holder hereunder exceed the net proceeds from the offering received by such Holder. 
 7.    Facilitation of Sales
Pursuant to Rule 144. To the extent it shall be required to do so under the Exchange Act, the Company shall timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including the reports under Sections
13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144), and shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable the Holders to sell Registrable
Securities without registration under the Securities Act within the limitations of the exemption provided by Rule 144. Upon the request of any Holder in connection with that Holder’s sale pursuant to Rule 144, the Company shall deliver to such
Holder a written statement as to whether it has complied with such requirements. 
 8.    Miscellaneous.

 (a)    Remedies. In the event of actual or potential breach by the Company of any of its obligations
under this Agreement, each Holder, in addition to being entitled to exercise all rights granted by law and under this Agreement, including recovery of damages, will be entitled to specific performance of its rights under this Agreement. The Company
agrees that monetary damages would not provide adequate compensation for any losses incurred by reason of a breach by it of any of the provisions of this Agreement and further agrees that, in the event of any action for specific performance in
respect of such breach, it shall waive the defense that a remedy at law would be adequate. 
 (b)    Discontinued
Disposition. Subject to the last sentence of Section 3(o), each Holder agrees that, upon receipt of a notice from the Company of the occurrence of any 

  
 17 







 
event of the kind described in clauses (ii) through (v) of Section 3(e), such Holder will forthwith discontinue disposition of such Registrable Securities under the
Registration Statement until such Holder’s receipt of the copies of the supplemental Prospectus or amended Registration Statement as contemplated by Section 3(j) or until it is advised in writing by the Company that
the use of the applicable Prospectus may be resumed, and, in either case, has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Registration Statement (a
“Suspension Period”). The Company may provide appropriate stop orders to enforce the provisions of this Section 8(b). 

(c)    Amendments and Waivers. No provision of this Agreement may be waived or amended except in a written
instrument signed by the Company and Holders that hold a majority of the Registrable Securities as of the date of such waiver or amendment; provided, that any waiver or amendment that would have a disproportionate adverse effect on a Holder
relative to the other Holders shall require the consent of such Holder. The Company shall provide prior notice to all Holders of any proposed waiver or amendment. No waiver of any default with respect to any provision, condition or requirement of
this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any Party to exercise any right
hereunder in any manner impair the exercise of any such right. 
 (d)    Notices. Any and all notices or
other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via
facsimile or electronic mail as specified in this Section 8(d) prior to 5:00 p.m. Eastern Time on a Business Day, (ii) the Business Day after the date of transmission, if such notice or communication is delivered via
facsimile or electronic mail as specified in this Agreement later than 5:00 p.m. Eastern Time on any date and earlier than 11:59 p.m. Eastern Time on such date, (iii) the Business Day following the date of mailing, if sent by nationally
recognized overnight courier service (iv) upon actual receipt by the Party to whom such notice is required to be given. The address for such notices and communications shall be as follows: 

 

			
	If to the Company:	  	Charah Solutions, Inc.
		  	Attention: Chief Financial Officer
		  	12601 Plantside Dr.
		  	Louisville, KY 40299
		  	Electronic mail: BKramer@charah.com
		
	With copy to:	  	Kirkland & Ellis
		  	Attention: Julian J. Seiguer; Michael W. Rigdon
		  	609 Main Street, Suite 4700
		  	Houston, Texas 77002
		  	Electronic mail: julian.seiguer@kirkland.com;
		  	michael.rigdon@kirkland.com
		
	If to any person that is then the registered Holder:	  	To the address of such a Holder as it appears in the applicable register for the Registrable Securities or such other address as may be designated in writing by such Holder (including on the signature pages hereto).


  
 18 







 (e)    Successors and Assigns. This Agreement shall be binding
upon and inure to the benefit of the Parties hereto and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns. Except as provided in this Section 8(e), this Agreement,
and any rights or obligations hereunder, may not be assigned without the prior written consent of the Company (acting through the Board of Directors) and the Holders. Notwithstanding anything in the foregoing to the contrary, the rights of a Holder
pursuant to this Agreement with respect to all or any portion of its Registrable Securities may be assigned without such consent (but only with all related obligations) with respect to such Registrable Securities (and any Registrable Securities
issued as a dividend or other distribution with respect to, in exchange for or in replacement of such Registrable Securities) by such Holder to a transferee of such Registrable Securities; provided, that (i) the Company is, within a
reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the Registrable Securities with respect to which such registration rights are being assigned and (ii) such transferee
or assignee agrees in writing to be bound by and subject to the terms set forth in this Agreement. The Company may not assign its rights or obligations hereunder without the prior written consent of the Holders. 

(f)    No Third Party Beneficiaries. Nothing in this Agreement, whether express or implied, shall be
construed to give any Person, other than the parties hereto or their respective successors and permitted assigns, any legal or equitable right, remedy, claim or benefit under or in respect of this Agreement. 

(g)    Execution and Counterparts. This Agreement may be executed in any number of counterparts, each of
which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same Agreement. In the event that any signature is delivered by facsimile or electronic mail transmission, such signature shall
create a valid binding obligation of the Party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such signature delivered by facsimile or electronic mail transmission were the original thereof.

 (h)    Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed
by, and construed in accordance with, the internal laws of the State of Delaware. Each of the Parties irrevocably submits to the exclusive jurisdiction of the courts of the Delaware Court of Chancery (and if jurisdiction in the Delaware Court of
Chancery shall be unavailable, the Federal courts of the United States of America sitting in the State of Delaware) for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Agreement and the transactions
contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each Party anywhere in the world by the same methods as are specified for the giving of notices under this Agreement. Each of the Parties
irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an
inconvenient forum. EACH OF THE PARTIES HEREBY WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER. 

  
 19 







 (i)    Cumulative Remedies. The remedies provided herein are
cumulative and not exclusive of any remedies provided by law. 
 (j)    Severability. If any term,
provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full
force and effect and shall in no way be affected, impaired or invalidated, and the Parties shall use their reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such
term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the Parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be
hereafter declared invalid, illegal, void or unenforceable. 
 (k)    Entire Agreement. This Agreement
constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior contracts or agreements with respect to the subject matter hereof and the matters addressed or governed hereby, whether oral or
written. 
 (l)    Termination. Except for Section 6, this Agreement shall
terminate as to any Holder, when all Registrable Securities held by such Holder no longer constitute Registrable Securities. 

  
 20 







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

  

			
	COMPANY:
	
	CHARAH SOLUTIONS, INC.
		
	By:	 	 /s/ Bruce Kramer

	Name:	 	Bruce Kramer
	Title:	 	Chief Financial Officer, Treasurer and
		 	Secretary
	
	HOLDERS:
	
	BCP ENERGY SERVICES FUND, LP
	
	By: BCP Energy Services Fund GP, LP
	Its: General Partner
		
	By:	 	 /s/ Jeff Jenkins

	Name:	 	Jeff Jenkins
	Title:	 	Authorized Representative
	
	BCP ENERGY SERVICES FUND-A, LP
	
	By: BCP Energy Services Fund GP, LP
	Its: General Partner
		
	By:	 	 /s/ Jeff Jenkins

	Name:	 	Jeff Jenkins
	Title:	 	Authorized Representative



  
 Signature Page to
Registration Rights Agreement 








			
	CHARAH HOLDINGS LP
	
	By: Charah Holdings GP LLC
	Its: General Partner
		
	By:	 	 /s/ Mark Spender

	Name:	 	Mark Spender
	Title:	 	Authorized Representative
	
	CEP HOLDINGS, INC.
		
	By:	 	 /s/ Charles E. Price

	Name:	 	Charles E. Price
	Title:	 	President and Chief Executive Officer



  
 Signature Page to
Registration Rights Agreement