Restructuring Actions and Related Matters. Section 2.1. The PubCo Merger 4 Section 2.2. The OpCo Merger 5 ARTICLE III ACTIONS TO BE TAKEN IN CONNECTION WITH THE REORGANIZATION Section 3.1. Assumption of PubCo LTIP and Awards 6 Section 3.2. Other Compensation Arrangements 7 Section 3.3. Registration Statement; Information Statement/Prospectus 7 Section 3.4. Section 16 Matters 8 Section 3.5. NYSE Listing 8 Section 3.6. Treatment of Certain Material Agreements. 8 ARTICLE IV
Restructuring Actions and Related Matters. 2 Section 2.1 Amended and Restated Certificate of Incorporation and Bylaws of PubCo 2 Section 2.2 Contribution of Equity Interests in Charah Management and Allied Power Holdings 2 Section 2.3 Redemption of Equity Interests in Charah LP 3 Section 2.4 Mergers of Blocker Entities Into PubCo 3 Section 2.5 Distribution of Common Stock to the Charah Executives and Allied Executives 3 Section 2.6 Sale of Common Stock to Public 3 ARTICLE III INITIAL PUBLIC OFFERING AND RELATED MATTERS 3 Section 3.1 Underwriting Agreement 3 Section 3.2 Registration Rights Agreement 4 Section 3.3 Stockholders’ Agreement 4 ARTICLE IV REPRESENTATIONS AND WARRANTIES 4 Section 4.1 Organization 4 Section 4.2 Authority; Enforceability 4 Section 4.3 Consents and Approvals; No Violations 4 Section 4.4 Ownership of Interests 4 Section 4.5 Bankruptcy 4 Section 4.6 Litigation 4 Section 4.7 Independent Investigation 5 Section 4.8 No Tax Representations 5 ARTICLE V MISCELLANEOUS 5 Section 5.1 Consents; Deemed Amendment to Agreements 5 Section 5.2 Deed; Xxxx of Sale; Assignment 5 Section 5.3 Tax Certificates 5 Section 5.4 Tax Treatment 5 Section 5.5 Indemnification and Release 5 Section 5.6 Further Assurances 6 Section 5.7 Power of Attorney 6 Section 5.8 Notices 6 Section 5.9 Successors and Assigns; No Third Party Rights 6 Section 5.10 Severability 7 Section 5.11 Waivers and Amendments 7 Section 5.12 Entire Agreement; Survival 7 Section 5.13 Governing Law; Waiver of Jury Trial 7 Section 5.14 Counterparts 7 Exhibits Exhibit A — A&R Certificate of Incorporation of PubCo Exhibit B — A&R Bylaws of PubCo Exhibit C — Form of Certificate of Merger Exhibit D — Form of PubCo Registration Rights Agreement Exhibit E — Form of Stockholders’ Agreement Exhibit 2.1 MASTER REORGANIZATION AGREEMENT This Master Reorganization Agreement (this “Agreement”), dated effective as of June 13, 2018, is entered into by and among Charah Management LLC, a Delaware limited liability company (“Charah Management”), Allied Power Holdings, LLC (“Allied Power Holdings”), Charah Solutions, Inc., a Delaware corporation (“PubCo”), Charah Holdings LP, a Delaware limited partnership (“Charah LP”), CEP Holdings, Inc., a Kentucky corporation (“CEP Holdings”), Charah Management Holdings LLC, a Delaware limited liability company (“Charah Management Holdings”), Allied Management Holdings, LLC, a Delaware limited liability company (“Allied Management Holdings”), EBLP Xxxxxx Xxxxxxx, LLC, a Delaware limited liability company (“EBLP Blocker”),...
Restructuring Actions and Related Matters
