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Dear Stockholder:

You are cordially invited to attend a special meeting of the stockholders of Charah Solutions, Inc., a Delaware

corporation (the “Company”), which will be held virtually via live webcast at www.virtualshareholdermeeting.com/

CHRA2023SM, on July 12, 2023, at 10:00AM local time.

At the special meeting, holders of our common stock, par value $0.01 per share (“Company Common Stock”), our Series A Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”), and our Series B Preferred Stock, par value $0.01 per share (the “Series B Preferred Stock” and together with the Series A Preferred Stock, the “Preferred Stock” and together with the Series A Preferred Stock and the Company Common Stock, the “Company Stock”), will be asked to consider and vote on a proposal to approve and adopt the Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”), dated as of April 16, 2023, by and among Acquisition Parent 0423 Inc., a Delaware corporation (the “Parent”), and Acquisition Sub April 2023, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“Acquisition Sub”), and the Company. Pursuant to the Merger Agreement, Acquisition Sub will be merged with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the “Merger”). At the time the Merger becomes effective (the “Effective Time”), each issued and outstanding share of Company Common Stock (other than (i) Company Common Stock owned by Parent, Acquisition Sub or any of their respective wholly owned subsidiaries (other than the Company), (ii) Company Common Stock owned by the Company or the Company’s subsidiaries, or (iii) Company Common Stock owned by holders who have properly exercised appraisal rights under Section 262 of the General Corporation Law of the State of Delaware (the “DGCL”)), will be cancelled and extinguished and converted into the right to receive $6.00 in cash, without interest. In addition, at the Effective Time, each share of Series A Preferred Stock and Series B Preferred Stock that is issued and outstanding immediately prior to the Effective Time will be purchased and redeemed by Parent pursuant to Section 8 of the Certificate of Designations of Series A Preferred Stock and Section 7 of the Certificate of Designations of Series B Preferred Stock in exchange for (i) in the case of the Series A Preferred Stock, $1,000 in cash plus the aggregate amount of all accrued and unpaid dividends on such share of Series A Preferred Stock as of the Effective Time or (ii) in the case of the Series B Preferred Stock, $1,000 in cash for each share of Series B Preferred Stock, respectively.

In connection with the execution of the Merger Agreement, Charah Holdings LP, a Delaware limited partnership, BCP Energy Services Fund-A, LP, a Delaware limited partnership, BCP Energy Services Fund, LP, a Delaware limited partnership, Charah Preferred Stock Aggregator, LP, a Delaware limited partnership (together with the aforementioned entities, each of which is a stockholder of the Company, collectively, the “Holders”), the Parent and the Company entered into a voting and support agreement (the “Letter Agreement”). Subject to the terms and conditions set forth in the Letter Agreement, the Holders agreed, among other things, to vote the shares of Company Stock over which they have voting power in favor of the adoption of the Merger Agreement, the Merger and the other transactions contemplated thereby, and against any agreement, transaction or proposal that relates to a Competing Proposal (as defined in the Merger Agreement). As of the close of business on June 7, 2023, the Company Stock held by the Holders represented approximately 81.91% of the total voting power of all outstanding shares of Company Stock, which represents the majority of the voting power of the outstanding shares of Company Stock required to approve the Merger Agreement.

The Letter Agreement also contains certain restrictions on the transfer of shares of Company Stock beneficially owned by the Holders and includes a waiver of appraisal rights (including under Section 262 of the DGCL) by the Holders. The Letter Agreement will terminate upon the earliest to occur of: (a) the date the Merger Agreement is validly terminated in accordance with its terms, (b) October 16, 2023, (c) the Effective Time, (d) the effectiveness of any amendment, modification or supplement to the Merger Agreement that (i) decreases the amount of the consideration payable to holders of Company Stock or the number of shares of Company Preferred Stock to be purchased and redeemed in connection with the Merger, (ii) changes the form of the consideration payable to holders of Company Common Stock or (iii) is otherwise materially adverse to the Holders or their interests or (e) the mutual written consent of the parties thereto.

The board of directors of the Company (the “Board”) has unanimously approved the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger, and determined that it is advisable, fair to and in the best interests of the Company and its stockholders to enter into the Merger Agreement.

The Board unanimously recommends that the stockholders of the Company vote “FOR” the proposal to approve and adopt the Merger Agreement. In addition, the Board unanimously recommends that the stockholders of the Company vote “FOR” the proposal to adjourn the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies.

The enclosed proxy statement describes the Merger Agreement and the Merger and provides specific information concerning the special meeting. In addition, you may obtain information about the Company from documents filed with the Securities and Exchange Commission (the “SEC”). We urge you to, and you should, read the entire proxy statement carefully, as it sets forth the details of the Merger Agreement and other important information related to the Merger.

Your vote is very important. The Merger cannot be completed unless holders of a majority of the voting power of the outstanding shares of Company Stock vote in favor of the approval and adoption of the Merger Agreement. If you fail to vote on the proposal to approve the Merger Agreement or abstain from voting, the effect will be the same as a vote against the approval of the Merger Agreement.

While stockholders may exercise their right to vote their shares virtually at the special meeting, we recognize that many stockholders may not be able to attend the special meeting. Accordingly, we have enclosed a proxy that will enable your shares of Company Stock to be voted on the matters to be considered at the special meeting. If you are a stockholder of record and desire your shares of Company Stock to be voted in accordance with the Board’s recommendation on all proposals, you need only sign, date and return the proxy in the enclosed postage-paid envelope. Otherwise, please mark the proxy to indicate your voting instructions; sign and date the proxy; and return it in the enclosed postage-paid envelope. You also may submit a proxy by using a toll-free telephone number or the internet. We have provided instructions on the proxy card for using these convenient services. Submitting a proxy will not prevent you from voting your shares of Company Stock virtually if you subsequently choose to attend the special meeting. Even if you plan to attend the special meeting virtually, we request that you complete, sign, date and return the enclosed proxy and thus ensure that your shares of Company Stock will be represented at the special meeting if you are unable to attend.

If you hold your shares of Company Stock in “street name” through a broker, bank or other nominee, you should follow the directions provided by your broker, bank or other nominee regarding how to instruct your broker, bank or other nominee to vote your shares of Company Stock. Without those instructions, your shares of Company Stock will not be voted, which will have the same effect as voting against the proposal to approve and adopt the Merger Agreement.

If you have any questions or need assistance in voting your shares, please contact our proxy solicitor, Saratoga Proxy Consulting, LLC, toll-free at (888) 386-0379 or by email at info@saratogaproxy.com.

Thank you for your continued support.

Neither the SEC nor any state securities regulatory agency has approved or disapproved the Merger, passed upon the merits or fairness of the Merger, the Merger Agreement or the other transactions contemplated thereby or passed upon the adequacy or accuracy of the disclosure in this proxy statement. Any representation to the contrary is a criminal offense.

The accompanying proxy statement is dated June 12, 2023 and, together with the enclosed form of proxy card, is first being sent to stockholders on or about June 12, 2023.

 

To the Stockholders of Charah Solutions, Inc.:

NOTICE IS HEREBY GIVEN that a Special Meeting of the Stockholders of Charah Solutions, Inc., a Delaware

corporation (the “Company”), which will be held virtually via live webcast at www.virtualshareholdermeeting.com/

CHRA2023SM, on July 12, 2023, at 10:00AM local time to consider and vote upon the following proposals:

The Company will transact no other business at the special meeting except such business as may properly be brought before the special meeting or any adjournment or postponement thereof. Please refer to the attached proxy statement for additional information with respect to the business to be transacted at the special meeting.

The holders of record of our common stock, par value $0.01 per share (“Company Common Stock”), our Series A Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”), and our Series B Preferred Stock, par value $0.01 per share (the “Series B Preferred Stock” and, together with the Series A Preferred Stock, the “Preferred Stock” and, together with the Series A Preferred Stock and the Company Common Stock, the “Company Stock”), at the close of business on June 7, 2023 are entitled to notice of and to vote at the special meeting or at any adjournment thereof. All stockholders of record are cordially invited to attend the special meeting virtually.

The board of directors of the Company (the “Board”) has unanimously approved and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Merger, and determined that the Merger and the other transactions contemplated by the Merger Agreement are advisable and in the best interests of the Company and its stockholders.

The Board unanimously recommends that the stockholders of the Company vote “FOR” the proposal to approve and adopt the Merger Agreement. In addition, the Board unanimously recommends that the stockholders of the Company vote “FOR” the proposal to adjourn the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies.

Under Delaware law, the Company’s stockholders who do not vote in favor of the Merger Agreement will have the right to seek appraisal of the fair value of their shares as determined by the Delaware Court of Chancery if the Merger is completed. To do so, a Company stockholder must properly demand appraisal before the vote is taken on the Merger Agreement and comply with all other requirements of Delaware law, including Section 262

thereof, which are summarized in the accompanying proxy statement, and must meet certain other conditions. Section 262 of the DGCL, the relevant section of the DGCL regarding appraisal rights, may be accessed without subscription or cost at the following publicly available website https://delcode.delaware.gov/title8/c001/sc09/#262. Section 262 is incorporated in this notice by reference.

Your vote is important, regardless of the number of shares of Company Stock you own. The approval and adoption of the Merger Agreement by the affirmative vote of holders of a majority of the voting power of the outstanding shares of Company Stock entitled to vote thereon is a condition to the consummation of the Merger. The proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies, requires the affirmative vote of the holders of a majority of voting power of the outstanding shares of Company Stock present virtually or represented by proxy at the special meeting and entitled to vote on the proposal. Even if you plan to attend the special meeting virtually, we request that you complete, sign, date and return the enclosed proxy and thus ensure that your shares of Company Stock will be represented at the special meeting if you are unable to attend.

You also may submit your proxy by using a toll-free telephone number or the internet. We have provided instructions on the proxy card for using these convenient services.

If you are a stockholder of record and you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted in favor of the approval of the Merger Agreement and the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies. If you fail to vote or submit your proxy, the effect will be that your shares of Company Stock may not be counted for purposes of determining whether a quorum is present at the special meeting and will have the same effect as a vote against the approval of the Merger Agreement, but will not affect the vote regarding the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies.

You may revoke your proxy at any time before the vote at the special meeting by following the procedures outlined in the accompanying proxy statement. If you are a stockholder of record, you may revoke your proxy by attending the meeting and voting virtually.

This proxy statement is dated June 12, 2023 and, together with the enclosed form of proxy card, is first being sent to stockholders on or about June 12, 2023.

The following questions and answers address briefly some questions you may have regarding the special meeting, the Merger Agreement and the Merger. These questions and answers may not address all of the questions that may be important to you as a stockholder of the Company. Please refer to the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents referred to or incorporated by reference in this proxy statement.

The merger consideration payable in respect of the Company Common Stock represents a 134% premium of the Company’s 20-day volume-weighted average price of $2.56 as of April 14, 2023.

As of the close business on June 7, 2023, the record date for the special meeting, there were 2,607,603 shares of Company Stock entitled to vote. Each Share of Company Common Stock will be entitled to one vote. Each share of Series A Preferred Stock and Series B Preferred Stock will be entitled to

cast the number of votes equal to the number of whole shares of Company Common Stock into which the shares of such Series A Preferred Stock and Series B Preferred Stock are convertible as of the record date as set forth in the Certificate of Designations of Series A Preferred Stock and Certificate of Designations of Series B Preferred Stock.

The Holders (affiliates of Bernhard Capital Partners Management, LP (“BCP”)), who collectively control 81.91% of the voting power of the outstanding Company Stock as of the record date, have entered into an agreement with the Company and Parent pursuant to which such persons are required to be present at the special meeting for purposes of establishing a quorum and to vote their shares “FOR” the proposal to approve and adopt the Merger Agreement. Such Holders control a majority of the voting power of the outstanding Company Stock as of the record date that is sufficient to establish a quorum for the special meeting and to approve the Merger Agreement.

If you are a stockholder of record and you submit a proxy but fail to provide voting instructions or abstain on any of the proposals listed on the proxy card, your shares will be counted for the purpose of determining whether a quorum is present at the special meeting.

If you hold your shares of Company Stock in “street name” with your broker, bank or other nominee and you do not instruct the nominee how to vote your shares, these shares will not be counted for purposes of determining whether a quorum is present at the special meeting since all of the proposals currently expected to be voted on at the special meeting are considered non-routine matters.

If you are a Company stockholder who holds shares of Company Common Stock in “street name” and you do not instruct your broker on how to vote your shares, your broker may not vote your shares, which will have the same effect as a vote against the proposal to approve and adopt the Merger Agreement and, assuming a quorum is present, will have no effect on the other proposals. Therefore, no “broker non-votes” can occur at the special meeting.

If you are a stockholder of record and you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted in favor of each of the proposal to approve and adopt the Merger Agreement, and the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies.

If you hold your shares of Company Common Stock in “street name” through a broker, bank or other nominee, you should follow the directions provided by your broker, bank or other nominee regarding how to instruct your broker, bank or other nominee to vote your shares. Without those instructions, your shares will not be voted, which will have the same effect as voting “AGAINST” the proposal to approve and adopt the Merger Agreement.

The record date for stockholders entitled to vote at the special meeting is earlier than the consummation of the Merger. So, if you transfer your shares of Company Common Stock after the record date but before the closing of the Merger, you will have transferred your right to receive the Merger Consideration in the Merger, but you will have retained the right to vote at the special meeting.

or continuously own (in the case of beneficial owners) their applicable shares of Company Stock through completion of the Merger, (iii) properly demand appraisal of their applicable shares, (iv) meet certain statutory requirements described in this proxy statement, and (v) do not withdraw their demands or otherwise lose their rights to appraisal will have the right to seek appraisal under Section 262 of the DGCL. This means that such holders may be entitled to have their shares of Company Stock appraised by the Delaware Court of Chancery and to receive the judicially determined “fair value” of their shares of Company Stock in lieu of receiving the Merger Consideration. This appraisal value could be more than, the same as, or less than the Merger Consideration that would have otherwise been received for those shares.

Due to the complexity of the appraisal process, any persons who wish to seek appraisal of their shares are encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights. The DGCL requirements for perfecting and exercising appraisal rights are described in additional detail in this proxy statement, which description is qualified in its entirety by Section 262 of the DGCL, the relevant section of the DGCL regarding appraisal rights, which may be accessed without subscription or cost at the following publicly available website https://delcode.delaware.gov/title8/c001/sc09/#262.

Saratoga Proxy Consulting, LLC

520 8th Avenue

New York, NY 10018

Shareholders may call toll-free: (888) 386-0379

Email: info@saratogaproxy.com

or

Charah Solutions, Inc.

12601 Plantside Drive

Louisville, KY 40299

Attention: Investor Relations

(502) 245-1353

If your broker, bank or other nominee holds your shares, you should also call your broker, bank or other nominee for additional information.

This proxy statement, and the documents incorporated by reference in this proxy statement, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “may,” “will,” “could,” “intend,” “project,” “expect,” “estimate,” “anticipate,” “plan,” “believe,” “should,” or the negative versions of those words or other comparable words. These forward-looking statements do not relate solely to historical or current facts, rather they are based on management’s expectations as well as certain assumptions and estimates made by, and information available to, management at the time. These statements are not guarantees of future performance. These forward-looking statements are based upon the Company’s current expectations and are subject to a number of uncertainties and risks that could significantly affect current plans, anticipated actions and the Company’s future financial condition and results.

Various forward-looking statements in this proxy statement relate to the acquisition by Parent of the Company. Important transaction-related and other risk factors that could cause actual results and events to differ materially from those expressed or implied in the forward-looking statements include: (i) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; (ii) the completion of the transaction on unanticipated terms and timing, including delays in obtaining required stockholder and regulatory approvals, and in satisfying the other conditions to the completion of the transaction; (iii) significant transaction costs associated with the transaction; (iv) potential litigation relating to the transaction, including the effects of any outcomes related thereto; (v) the risk that disruptions from the transaction will harm the Company’s business, including current plans and operations; (vi) the ability of the Company to retain and hire key personnel; and (vii) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the transaction.

Other factors that could cause these forward-looking statements to differ, possibly materially, from that currently contemplated include:

Additional risks and uncertainties include general economic and political conditions, including the effects of a prolonged U.S. or global economic downturn or recession; changes in costs; variations in political, economic or other factors; risks relating to conducting operations in a competitive environment; effects of acquisition and disposition activities, inflation rates, or recessionary or expansive trends; changes in interest rates; extended labor disruptions, civil unrest, or other external factors over which we have no control; changes in our plans, strategies, objectives, expectations, or intentions, which may happen at any time at our discretion; and other factors discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which was filed with the SEC on May 31, 2023 and subsequent filings with the SEC. All forward-looking statements speak only as of the date they are made and are based on information available at that time. The Company does not undertake any obligation to update or revise any forward-looking statements to reflect subsequent circumstances or events.

Charah Solutions, Inc. is a Delaware corporation with principal executive offices located at 12601 Plantside Drive, Louisville, KY 40299, telephone number (502) 245-1353. Charah is a leading national service provider of mission-critical environmental services and byproduct recycling to the power generation industry. We offer a suite of remediation and compliance services, byproduct services, raw material sales and Environmental Risk Transfer services. We also design and implement solutions for complex environmental projects (such as coal ash pond closures) and facilitate coal ash recycling through byproduct marketing and other beneficial use services. We believe we are a partner of choice for the power generation industry due to our quality, safety, domain experience and compliance record, all of which are key criteria for our customers. In 2022, we performed work at more than 40 coal-fired generation sites nationwide.

A detailed description of the Company’s business is contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which was filed with the SEC on May 31, 2023 and which is incorporated by reference into this proxy statement. See the section of this proxy statement entitled “Where You Can Find Additional Information.”

Acquisition Parent 0423 Inc. is a Delaware corporation with principal executive offices located in California and New York, telephone number (415) 968 2488, Parent is the sole stockholder of Acquisition Sub and was formed solely for the purpose of entering into the Merger Agreement and related agreements and completing the transactions contemplated thereby. Parent has not conducted any business operations other than in connection with the transactions contemplated by the Merger Agreement and related agreements. Upon completion of the transactions contemplated thereby, Charah will be a direct wholly owned subsidiary of Parent.

The Parent is a wholly owned subsidiary of investment funds affiliated with SER, a private investment firm focused on sustainable investment. SER has total commitments of $475 million as of December 31, 2022, with assets invested across a core group of industries where SER has considerable knowledge and resources.

Acquisition Sub April 2023 Inc. is a Delaware corporation and wholly owned subsidiary of Parent with principal executive offices located in California and New York, telephone number (415) 968 2488. Acquisition Sub was formed was formed solely for the purpose of entering into the Merger Agreement and consummating the transactions contemplated by the Merger Agreement.

We are furnishing this proxy statement to the Company’s stockholders as part of the solicitation of proxies by the Board for use at the special meeting. This proxy statement provides the Company’s stockholders with the information they need to know to be able to vote or instruct their vote to be cast at the special meeting.

This proxy statement is being furnished to our stockholders as part of the solicitation of proxies by the Board for use at the special meeting to be held which will be held virtually via live webcast at www.virtualshareholdermeeting.com/CHRA2023SM on July 12, 2023, at 10:00AM local time.

One purpose of the special meeting is for our stockholders to consider and vote upon the proposal to approve and adopt the Merger Agreement. Our stockholders must approve and adopt the Merger Agreement for the Merger to occur. If our stockholders fail to approve and adopt the Merger Agreement, the Merger will not occur. A copy of the Merger Agreement is attached to this proxy statement as Annex A, and the material provisions of the Merger Agreement are described under “The Merger Agreement.”

Our stockholders are also being asked to approve the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve and adopt the Merger Agreement.

This proxy statement and the enclosed form of proxy are first being mailed to stockholders on or about June 12, 2023.

After careful consideration, the Board has unanimously approved and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Merger, and determined that the Merger and other transactions contemplated by the Merger Agreement are advisable and in the best interests of the Company and its stockholders. Certain factors considered by the Board in reaching its decision to approve and adopt the Merger Agreement may be found in the section of this proxy statement entitled “The Merger—Reasons for the Merger.”

In addition, the Board unanimously recommends that the stockholders of the Company vote “FOR” the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies.

The holders of record of Company Stock as of the close of business on June 7, 2023, the record date, are entitled to receive notice of and to vote at the special meeting. As of the close of business on the record date, approximately 2,551,603 shares of Company Common Stock, 26,000 shares of Series A Preferred Stock and 30,000 shares of Series B Preferred Stock were issued and outstanding.

The presence at the special meeting, virtually or by proxy, of holders of a majority of all the voting power of all of the outstanding shares of Company Stock entitled to vote at the meeting at the close of business on the record date will constitute a quorum, permitting the Company to conduct its business at the special meeting. Once a share is represented at the special meeting, it will be counted for the purpose of determining a quorum at the special meeting. However, if a new record date is set for an adjourned special meeting, then a new quorum will have to be established. Proxies received but marked as abstentions as described below under the sub-headings “The Special Meeting—Voting; Proxies; Revocation—Providing Voting Instructions by Proxy” will be included in the calculation of the number of shares considered to be present at the special meeting.

Shares of Company Common Stock held by stockholders of record that submit a proxy but fail to provide voting instructions or abstain on any of the proposals listed on the proxy card will be counted for the purpose of determining whether a quorum is present at the special meeting.

Shares of Company Common Stock held by stockholders in “street name” by a broker, bank or other nominee that do not instruct the nominee how to vote such shares will not be counted for purposes of determining whether a quorum is present at the special meeting.

The Holders, who collectively control 81.91% of the voting power of the outstanding Company Stock as of the record date, have entered into an agreement with the Company and Parent pursuant to which such persons are required to be present at the special meeting for purposes of establishing a quorum and to vote their shares “FOR” the proposal to approve and adopt the Merger Agreement. Such Holders control a majority of the voting power of the outstanding Company Stock as of the record date that is sufficient to establish a quorum for the special meeting and to approve the Merger Agreement.

Each share of Company Common Stock issued and outstanding at the close of business on the record date is entitled to one vote at the special meeting. Each share of Series A Preferred Stock and Series B Preferred Stock will be entitled to cast the number of votes equal to the number of whole shares of Company Common Stock into which the shares of such Series A Preferred Stock and Series B Preferred Stock are convertible as of the record date as set forth in the Certificate of Designations of Series A Preferred Stock and Certificate of Designations of Series B Preferred Stock.

For the Company to complete the Merger, stockholders holding a majority of the voting power of the outstanding shares of Company Stock entitled to vote on the proposal to approve the Merger Agreement at the close of business on the record date must vote “FOR” the proposal to approve and adopt the Merger Agreement. A failure to vote your shares of Company Common Stock or an abstention from voting will have the same effect as a vote against the proposal to approve and adopt the Merger Agreement.

Assuming a quorum is present, if you fail to authorize a proxy to vote your shares of Company Stock or vote at the special meeting, or fail to instruct your bank, broker or other nominee on how to vote, it will have no effect on the outcome of these proposals. Abstentions will not be considered votes cast and therefore, assuming a quorum is present, will have no effect on the outcome of the adjournment proposal.

As of the close of business on the record date, approximately 2,551,603 shares of Company Common Stock, 26,000 shares of Series A Preferred Stock and 30,000 shares of Series B Preferred Stock were issued and outstanding.

The Holders, who collectively control 81.91% of the voting power of the outstanding Company Stock as of the record date, have entered into an agreement with the Company and Parent pursuant to which such persons are required to be present at the special meeting for purposes of establishing a quorum and to vote their shares “FOR” the proposal to approve and adopt the Merger Agreement. Such Holders control a majority of the voting power of the outstanding Company Stock as of the record date that is sufficient to establish a quorum for the special meeting and to approve the Merger Agreement.

As of the close of business on the record date, directors and executive officers of the Company were entitled to vote 139,507 shares of Company Common Stock, or approximately 2.14% of the voting power of the shares of Company Stock issued and outstanding on that date. We currently expect that the Company’s directors and executive officers will vote their shares in favor of the proposal to approve and adopt the Merger Agreement and the other proposals to be considered at the special meeting, although none of them is obligated to do so.

All holders of Company Stock as of close of business on the June 7, 2023 record date, including stockholders of record and beneficial owners of Company Stock registered in the “street name” of a bank, broker or other nominee, are invited to attend the special meeting. If you are a stockholder of record, please be prepared to provide proper identification, such as a driver’s license. If you hold your shares in “street name,” you will need to provide proof of ownership, such as a recent account statement or voting instruction form provided by your bank, broker or other nominee or other similar evidence of ownership, along with proper identification.

Stockholders of record will be able to vote virtually at the special meeting. If you are not a stockholder of record, but instead hold your shares of Company Stock in “street name” through a bank, broker or other nominee, you must provide a proxy executed in your favor from your bank, broker or other nominee in order to be able to vote virtually at the special meeting.

To ensure that your shares of Company Stock are voted at the special meeting, we recommend that you provide voting instructions promptly by proxy, even if you plan to attend the special meeting virtually.

If you are a stockholder of record, you may provide voting instructions by proxy using one of the methods described below.

Submit a Proxy by Telephone or via the Internet. This proxy statement is accompanied by a proxy card with instructions for submitting voting instructions. You may vote by telephone by calling the toll-free number or via the internet by accessing the internet address as specified on the enclosed proxy card. Your shares of Company Stock will be voted as you direct in the same manner as if you had completed, signed, dated and returned your proxy card, as described below.

Submit a Proxy Card by Mail. If you complete, sign, date and return the enclosed proxy card by mail so that it is received in time for the special meeting, your shares of Company Stock will be voted in the manner directed by you on your proxy card.

If you fail to return your proxy card and you are a holder of record on the record date, unless you attend the special meeting and vote virtually, the effect will be that your shares of Company Stock will not be considered present at the special meeting for purposes of determining whether a quorum is present at the special meeting, will have the same effect as a vote against the proposal to approve and adopt the Merger Agreement and will not affect the vote regarding the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies. If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted in favor of each of the proposal to approve and adopt the Merger Agreement and the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies.

If your shares of Company Stock are held by a bank, broker or other nominee on your behalf in “street name,” your bank, broker or other nominee will send you instructions as to how to provide voting instructions for your shares. Many banks and brokerage firms have a process for their customers to provide voting instructions by telephone or via the internet, in addition to providing voting instructions by a voting instruction form.

In accordance with the rules of the NYSE, banks, brokers and other nominees who hold shares of Company Stock in “street name” for their customers do not have discretionary authority to vote the shares with respect to the proposal to approve and adopt the Merger Agreement or any of the other proposals described in this proxy statement. Therefore, no “broker non-votes” can occur at the special meeting. Accordingly, if banks, brokers or other nominees do not receive specific voting instructions from the beneficial owner of such shares, they may not vote such shares with respect to the proposal to approve and adopt the Merger Agreement or any of the other proposals described in this proxy statement. Since all of the proposals currently expected to be voted on at the special meeting are considered non-routine matters, shares held in “street name” through a broker, bank or other nominee will not be counted as present for the purpose of determining the existence of a quorum if such broker, bank or other nominee does not have instructions to vote on any such proposals. For shares of Company Stock held in “street name,” only shares of Company Stock affirmatively voted “FOR” the proposal to approve and adopt the Merger Agreement will be counted as a favorable vote for such proposal.

Any person giving a proxy pursuant to this solicitation has the power to revoke and change it any time before it is voted. If you are a stockholder of record, you may revoke your proxy at any time before the vote is taken at the special meeting by:

Please note, however, that only your last-dated proxy will count. Attending the special meeting without taking one of the actions described above will not in itself revoke your proxy. Please note that if you want to revoke your proxy by mailing a new proxy card to the Company or by sending a written notice of revocation to the Company, you should ensure that you send your new proxy card or written notice of revocation in sufficient time for it to be received by the Company before the special meeting.

If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee in order to revoke your proxy or submit new voting instructions.

An abstention occurs when a stockholder attends a meeting, either virtually or by proxy, but abstains from voting. Abstentions will be included in the calculation of the number of shares of Company Stock represented at the special meeting for purposes of determining whether a quorum has been achieved. Abstaining from voting will have the same effect as a vote “AGAINST” the proposal to approve and adopt the Merger Agreement but, assuming a quorum is present, will have no effect on the outcome of the adjournment proposal.

Although it is not currently expected, the special meeting may be adjourned or postponed for the purpose of soliciting additional proxies. In the event that there is present, virtually or by proxy, sufficient favorable voting power to secure the vote of the stockholders of the Company necessary to approve the proposal to approve and adopt the Merger Agreement, the Company does not anticipate that it will adjourn or postpone the special meeting unless it is advised by counsel that failure to do so could reasonably be expected to result in a violation of applicable law.

The special meeting may be adjourned by the Board or the chairperson of the special meeting as long as the holders of a majority of the shares of Company Stock are present virtually or represented by proxy at the special meeting. In addition, regardless of whether a quorum is present, the chairperson of the special meeting has the power under the Company’s bylaws to adjourn the special meeting from time to time. Any signed proxies received by the Company in which no voting instructions are provided on such matter will be voted in favor of an adjournment in these circumstances. Any adjournment or postponement of the special meeting for the purpose of soliciting additional proxies will allow the Company’s stockholders who have already sent in their proxies to revoke them at any time prior to their use at the special meeting as adjourned or postponed.

The Board is soliciting your proxy, and the Company will bear the cost of this solicitation of proxies. This includes the charges and expenses of brokerage firms and others for forwarding solicitation material to beneficial owners of outstanding Company Stock. Saratoga Proxy Consulting, LLC, a proxy solicitation firm, has been retained to assist the Company in the solicitation of proxies for the special meeting, and the Company will pay Saratoga Proxy Consulting, LLC $10,000, plus customary disbursements for these services. Proxies may be solicited by mail, personal interview, e-mail, telephone, or via the internet by Saratoga Proxy Consulting, LLC, or, without additional compensation, by certain of the Company’s directors, officers and employees.

You should not send documents representing Company Stock with the proxy card. If the Merger is completed, the paying agent for the Merger will send you a letter of transmittal and related materials and instructions for exchanging your shares of Company Stock for the Merger Consideration.

If the Merger Agreement is approved and adopted by the Company’s stockholders and the other conditions to the closing of the Merger are either satisfied or waived, Acquisition Sub will be merged with and into the Company with the Company continuing as the surviving corporation in the Merger and a wholly owned subsidiary of Parent.

Upon the consummation of the Merger, at the Effective Time, each issued and outstanding share of Company Common Stock (other than (i) Company Common Stock owned by Parent, Acquisition Sub or any of their respective wholly owned subsidiaries (other than the Company), (ii) Company Common Stock owned by the Company or the Company’s subsidiaries, or (iii) Company Common Stock owned by holders who have properly exercised appraisal rights under Section 262 of the DGCL), will be cancelled and extinguished and converted into the right to receive $6.00 in cash, without interest. In addition, at the Effective Time, each share of Series A Preferred Stock and Series B Preferred Stock that is issued and outstanding immediately prior to the Effective Time will be purchased and redeemed by Parent pursuant to Section 8 of the Certificate of Designations of Series A Preferred Stock and Section 7 of the Certificate of Designations of Series B Preferred Stock in exchange for (i) in the case of the Series A Preferred Stock, $1,000 in cash plus the aggregate amount of all accrued and unpaid dividends on such share of Series A Preferred Stock as of the Effective Time or (ii) in the case of the Series B Preferred Stock, $1,000 in cash for each share of Series B Preferred Stock, respectively.

The Company Common Stock is currently registered under the Exchange Act. As a result of the Merger, the Company will cease to be a publicly traded company and will be wholly owned by Parent. Following the consummation of the Merger, the Company Common Stock will be deregistered under the Exchange Act, and the Company will no longer be required to file periodic reports with the SEC with respect to the Company Common Stock, in each case in accordance with applicable law, rules and regulations.

As part of their ongoing evaluation of the Company’s business, the Board and the Company’s senior management periodically review and assess the Company’s operations, financial performance, total stockholder return, and prospects in light of industry conditions and the general economic environment and their potential impact on the Company’s long-term strategic goals and plans, which review and assessment includes potential opportunities for business combinations, acquisitions, dispositions and other financial and strategic alternatives.

In December of 2021, based on the Company’s recent performance and prevailing market trends, the Board directed Houlihan Lokey Capital, Inc. (“Houlihan Lokey”), already under engagement as the Company’s financial advisor, to advise the Board on the strategic alternatives available to the Company. On January 28, 2022, the Board met by videoconference and was joined by representatives of Houlihan Lokey. Houlihan Lokey discussed new debt, new preferred shares, a reverse stock split, and various strategic alternatives available to the Company and the pros and cons of each. Ultimately, Houlihan Lokey recommended that the Company either engage in a process to locate a potential buyer for the Company or continue as a public company and pursue the Company’s strategic plan. As part of its consideration of potential strategic alternatives, in March 2022, the Board directed Houlihan Lokey to begin reaching out to potential strategic and financial buyers regarding a potential acquisition of the Company. Houlihan Lokey contacted 28 potential buyers on behalf of the Company and ultimately received two non-binding indications of interest (including one submitted by SER). SER’s indication of interest, received by the Company on June 22, 2022, contained a proposal that it acquire 100% of the equity of the Company at a price per share of Company Common Stock of $41.00 (on an as-adjusted basis taking into account the effect of the Company’s 10-1 reverse stock split which was effected on December 29, 2022), representing a 0.2% premium relative to the closing trading price of the Company’s Common Stock as of June 22, 2022 of $40.90 (on an as-adjusted basis taking into account the effect of the Company’s 10-1 reverse stock split which was effected on December 29, 2022), but noted that it would expect to raise approximately 50% of the purchase price from co-investors. Fourteen other parties entered into customary confidentiality agreements with the Company (none of which contained “don’t ask, don’t waive” provisions) before deciding not to move forward, largely because the Company’s diverse service offerings and overall business was not a fit

with their core strategy, because of other competing priorities or because they perceived the Company to be trading at a valuation that was in excess of what they would be willing to pay to acquire the Company. Two of those parties made initial inquiries and were encouraged to submit initial indications of interest but chose not to proceed. Given the lack of premium included in the proposal from SER, the Board instructed Houlihan Lokey to communicate to SER that the bid price would need to be improved in order for SER to continue on to the next phase of the process. In mid-July 2022, SER informed Houlihan Lokey that it would not be able to improve the terms of its indication of interest and declined to move forward in the process.

In late July 2022, the second initial bidder provided a bid solely for the Company’s coal combustion residuals business (the “CCR Business”) and included a potential purchase price in the range of $80 million to $100 million. On August 2, 2022, the Board met by videoconference and was joined by representatives of Houlihan Lokey. Houlihan Lokey provided a review of the bid for the CCR Business and outlined the Company’s options for a response to the bid. After discussion and consideration of the potential value of a sale of the CCR Business (including consideration of input from Houlihan Lokey on the valuation implied by the bid), the challenges of disentangling the CCR Business from the Company’s other business segments and the possibility of continuing operations with only the Company’s other businesses, the Board ultimately determined that a sale of the CCR Business alone was not in the best interests of the Company and its stockholders, and directed Houlihan Lokey to express to the second bidder that the Company was only interested in a sale of the entire enterprise.

During July and August, 2022, with the limited interest from potential bidders in the attempted sale process and the need for additional liquidity due to continued losses from projects, insufficient capital to support project working capital (including recovery of past due balances owed to vendors), continued funding of certain Environmental Risk Transfer (“ERT”) projects, and an inefficient overhead structure, the Company considered options to secure additional financing, including third party credit and potential strategic divestitures. With limited options, the Company engaged in discussions with BCP and another existing stockholder of the Company to provide such financing. At the time, BCP and its affiliates owned approximately 59% of the total voting power of the outstanding Company Stock. On August 10, 2022, the Board formed a special committee consisting solely of disinterested and independent directors to review, evaluate, negotiate and approve the terms of the potential financing, and, in connection therewith, the special committee retained Vinson & Elkins L.L.P. (“V&E”) to act as its legal counsel and Valuation Research Corporation (“VRC”) to act as its financial advisor. After receiving and evaluating term sheets from BCP and the other stockholder, and discussing with its legal and financial advisors, the special committee ultimately recommended proceeding with the financing offered by BCP. After receipt and review of the results of a financial analysis from VRC, on August 15, 2022, the special committee approved entry by the Company and certain of its subsidiaries into a Term Loan Agreement (the “Term Loan Agreement”) with CPSA and an affiliate of BCP. The Term Loan Agreement addressed the Company’s immediate liquidity needs by providing for a delayed-draw term loan in an aggregate principal amount of $20 million.

In the months following, the Company’s liquidity concerns continued. In October 2022, the Company was again considering options to secure additional financing, and BCP again expressed a willingness to provide the necessary financing on an expedited basis. At the time, BCP and its affiliates owned approximately 59% of the total voting power of the outstanding Company Stock. On October 21, 2022, the Board met by videoconference to discuss alternative financing opportunities, including potential financing on the Company’s Avon Lake properties or other third party financing. The Board discussed the fact that discussions with potential third party financing sources suggested that a financing on the Avon Lake properties would not yield sufficient cash, and that the potential timelines for the third party financing options would likely not align with the Company’s liquidity needs. At the meeting, the Board ultimately formed a special committee consisting solely of disinterested and independent directors to review, evaluate, negotiate and approve the terms of the potential financing and, in connection therewith, the special committee retained V&E to act as its legal counsel and VRC to act as its financial advisor. While negotiations with BCP continued as to the terms and structure of the potential financing, the special committee continued to evaluate potential alternative options, including expanding existing loans and securing new loans on unencumbered property. No viable third-party options were identified. After review of the terms and conditions of the transaction (including discussion with V&E and VRC), and receipt and review of a third-party fairness opinion from VRC, on November 14, 2022, the special committee

approved a financing transaction involving the creation, issuance and sale of Series B Preferred Stock with a liquidation preference of $30 million to CPSA for aggregate consideration of $22.8 million. Following the closing of the transaction, BCP and its affiliates owned approximately 71% of the total voting power of the outstanding Company Stock.

During the same time, the Board had also begun considering and reviewing a potential reverse stock split of the Company Common Stock due to its declining trading price. After receiving advice from legal counsel and financial advisors, on November 14, 2022, the Board approved a reverse stock split of the Common Stock at a ratio of 1-for-10, such that every 10 shares of Company Common Stock issued outstanding on the effective date of such reverse stock split would be automatically combined into one share. On December 14, 2022, the reverse stock split was approved by the requisite stockholders of the Company. On December 28, 2022, the Company received notification from NYSE of the potential delisting of the Company’s Common Stock because the average closing price of the Company Common Stock was less than $1.00 over a consecutive 30-trading day period. The reverse stock split was effected on December 29, 2022.

During the same time, the Company experienced significant changes to its senior leadership. On October 17, 2022, Roger Shannon, who had been serving as the Company’s chief financial officer, resigned and on the same day was replaced by Jonathan Batarseh. Additionally, on November 14, 2022, Scott Sewell, who had been serving as the Company’s chief executive officer, resigned and on the same day was replaced by Mr. Batarseh, and Joe Skidmore was appointed to serve in the newly-vacated role of the Company’s chief financial officer.

In November of 2022, SER and a BCP representative had a meeting to discuss the Company. During the meeting, which was held on November 18, 2022, the participants acknowledged that the Company would consider any proposal in respect of the Company and, if such proposal was compelling, the Board would provide access to the Company’s management in order to further explore the possibility of a transaction. SER was instructed to submit a written proposal to the Board, if interested in pursuing a transaction with the Company following their analysis of the recently announced earnings information.

On December 7, 2022, the Board received an updated indication of interest from SER which included a price per share of Company Common Stock of $18.20 (which represented a 100% premium to the volume-weighted average closing share price of the Company Common Stock during the 10 trading days prior thereto) and a price per share equal to 100% of the respective liquidation preferences for all shares of Series A Preferred Stock and the Series B Preferred Stock. On December 8, 2022, the Board held a special meeting via videoconference to discuss the proposal. At the meeting, the Board discussed the reputation of SER, the terms of the proposed transaction as set forth in the proposal, the security of SER’s financing, the lack of traction with other potential bidders resulting from the 2022 sales process and the potential distraction to management that could be caused by considering the offer further. It was noted that while the second bidder from the 2022 sales process had expressed interest in a transaction involving the Company, it had failed to produce a reliable co-investor that would be necessary to consummate such a transaction. The Board determined that the SER team had the reputation of a knowledgeable buyer in the industry and one that would be capable of conducting a focused due diligence effort. At the meeting, the Board determined that it would direct Houlihan Lokey to facilitate SER’s exploration of a potential transaction with the Company and to inquire about the sufficiency of SER’s financing (and whether any co-bidder would be required). The Board also directed management to prepare a 2023 forecast that could be shared with SER, and to designate certain members of management to attend a half-day meeting with SER personnel to discuss the business of the Company and answer SER’s preliminary diligence questions.

On December 9, 2022, representatives of Houlihan Lokey and members of management held a call with SER to clarify the terms set forth in SER’s indication of interest. On December 10, 2022, Houlihan Lokey communicated to SER that the Board was willing to allow SER to proceed with diligence, although the ultimate value at which a potential sale transaction would take place would likely need to be higher than the share price indicated by SER’s indication of interest.

During December 2022, the Company’s management team also formed a plan of recovery for the business focused on restructuring the business to reduce costs, preserve cash and improve the continued negative cash usage outlook, improve project oversight to ensure consistent project performance, and grow the business.

On the evening of December 14, 2022, Jonathan Batarseh, President and Chief Executive Officer of the Company, Nathan Boone, Chief Commercial Officer of the Company, Scott Reschly, Vice President of Operations of the Company, and Joe Skidmore, Chief Financial Officer of the Company, and representatives of SER and Houlihan Lokey, held a meeting and a subsequent dinner in Louisville to introduce the respective teams and discuss the Company’s business at a high level.

Following the meeting, on December 18, 2022, SER provided the Company with a detailed due diligence request list. The Company commenced with gathering responses and on December 30, 2022, the Company granted SER access to a virtual data room where responses to certain of SER’s diligence requests were posted. During the next several weeks, representatives of SER, Houlihan Lokey and Company management met periodically via videoconference and teleconference to discuss various aspects of SER’s due diligence review of the Company, including its operations, product portfolio and roadmap, business unit and customer trends, unit economics, cost structure, financial forecast and growth strategy. On January 10, 2023, the Company granted SER permission to speak with potential co-investors regarding an equity co-investment in connection with the potential transaction. On February 15, 2023, the Company completed its responses to SER’s initial high priority due diligence requests.

In early January, two additional third parties made unsolicited initial inquiries regarding a potential transaction involving the Company, and both were encouraged to submit an initial indication of interest. Neither party submitted a formal indication of interest.

On January 13, 2023, the Company received notification from the NYSE of potential delisting because the Company's total market capitalization had dropped below $50 million over a consecutive 30-trading day period and its aggregate stockholders' equity was less than $50 million. On February 27, 2023, the Company filed a Compliance Plan with the NYSE designed to reestablish the $50 million threshold for market capitalization and aggregate stockholders’ equity within 10 months. However, on April 3, 2023, the Company was delisted from the NYSE because the Company's average total market capitalization dropped below $15 million over a consecutive 30-trading day period.

At a meeting of the Board via videoconference on February 20, 2023, management explained to the Board that while discussions with SER had been ongoing, SER had reported that the initial diligence responses had raised additional follow-up questions and data requirements that were delaying the timing of SER's diligence process and ability to deliver an updated indicative offer. Again facing the need for additional liquidity, the Board discussed the delay, the Company’s cash position, and whether other strategic alternatives would need to be explored. Meanwhile, the Company continued to use cash to remediate legacy project related issues and improve project working capital, including recovery of past due balances owed to vendors and continued funding of ERT projects.

On March 9, 2023, SER submitted an updated indication of interest proposing to purchase 100% of the outstanding Company Common Stock at a price of $9.70 per share (which represented a 93% premium to the volume-weighted average closing share price of the Company Common Stock during the 10 trading days prior thereto) and all of the outstanding Series A Preferred Stock and Series B Preferred Stock at 100% of their respective liquidation preferences. The $9.70 per share price included in the revised indication of interest reflected the Company’s failure to meet expectations for 2022, an increase in net debt on the Company’s balance sheet beyond what SER understood at the time of SER’s initial indication of interest, and the continued deterioration of the Company’s share price to a point where the $9.70 offer in SER’s revised indication of interest represented a similar premium in relation to the Company’s share price at the time of SER’s initial indication of interest. At a meeting of the Board held via videoconference on March 14, 2023, the Board discussed the updated indication of interest and the Company’s ongoing need for liquidity. During the meeting, it was noted that SER had not yet been made fully aware of the Company’s need for additional liquidity, but that based on preliminary discussions, SER was still interested in pursuing a transaction. Management noted that SER’s due diligence was relatively well advanced and expected that it would be completed in a matter of weeks.

On March 15, 2023, the Board met via videoconference and was joined by representatives from Houlihan Lokey and Willkie Farr & Gallagher LLP (“Willkie”), which the Company engaged to assist with the potential SER transaction, as well as to explore alternatives in advance of a potential restructuring of the Company. Willkie provided the Board with an overview of its fiduciary duties in connection with its evaluation of strategic alternatives (including the potential transaction with SER or a potential bankruptcy filing). Houlihan Lokey provided an overview of the history of discussions with SER and their current indication of interest letter. Houlihan Lokey noted certain concerns in respect of the letter, including that it was a non-binding offer, that it

included open tax and budget bridge items, and that SER’s stated timeline was longer than desired. However, Houlihan Lokey noted that while SER had not requested the Company commit to exclusive negotiations, SER had asked that the Company affirm its interest in continuing discussions on the terms presented in SER’s March 9, 2023 letter by the evening of March 15, 2023. Relative to the alternatives available to the Company, and after discussion and consideration of the risks to the Company’s operating budget, SER’s continued display of credibility throughout the diligence process, the Company’s ongoing liquidity needs and the Company’s limited financing options, the Board viewed a potential transaction with SER as the best available path forward despite the decrease in share price represented in SER’s revised indication of interest. The Board directed Houlihan Lokey to respond to SER that the Company was interested in continuing discussions in good faith on an accelerated timeframe At the Board’s request, Willkie prepared an initial draft of a Merger Agreement and, on March 19, 2023, the draft was shared with representatives of SER.

In subsequent diligence discussions with SER on or around March 20, 2023, the Company’s management team articulated the Company’s need for additional capital to provide near-term liquidity and support long-term growth. The near-term liquidity would allow the Company to continue its working capital recovery plan by paying certain vendors whose invoices were past due.

At the same time, the Company was concurrently exploring options to secure additional financing to meet near-term liquidity needs, and BCP expressed a willingness to provide the necessary financing, but only in connection with the Company’s entry into definitive agreements providing for a transaction with SER. On March 16, 2023, the Board approved the formation of a special committee consisting solely of disinterested and independent directors to review, evaluate, negotiate and approve the terms of the potential financing and, in connection therewith, the special committee retained Willkie to act as its legal counsel and VRC to act as its financial advisor. The special committee directed Willkie, on behalf of the special committee, to make formal outreach to BCP and another potential financing source regarding a potential bridge financing. While negotiations between the Company and BCP continued as to the terms and structure of a potential financing, the special committee evaluated potential alternative options, including expanding existing loans and securing new loans on unencumbered property, and directed that the Company reach out to potential providers of third-party capital.

On March 28, 2023, Jones Day, outside counsel to SER, returned a revised Merger Agreement to Willkie.

On March 29, 2023, SER submitted a revised indication of interest reiterating its prior proposal to purchase 100% of the outstanding Company Common Stock at a price of $9.70 per shares and all of the outstanding Series A Preferred Stock and the Series B Preferred Stock at 100% of their respective liquidation preferences, with two revised terms: (1) the upfront consideration to be paid by SER would need to be reduced by $8 million, and (2) BCP would be required to provide a consent under the Term Loan Agreement such that (a) the balance owed by the Company thereunder would remain outstanding for a negotiated period of time following the Closing and (b) the interest rate would be reduced from 12% to 6% in connection with the closing of the transaction. Such changes were proposed after SER became aware of the Company’s need for an additional $20 million in capital in order to be current on its accounts payable and support the business as a going concern.

On March 30, 2023, the Board met by videoconference to discuss SER’s comments on the Merger Agreement. Representatives from Willkie and Houlihan Lokey joined the meeting. Willkie and the Board discussed the terms of the revised draft of the Merger Agreement, including that the draft proposed that BCP indemnify SER for losses, if any, related to a pending stockholder request for information regarding transactions between BCP and the Company and any future related litigation, a right to match any superior proposal the Company might receive from a third party during the period from the signing of the Merger Agreement to the closing of the transaction, a termination fee of 4% of aggregate equity value of the Company, a reverse termination fee of 4% of aggregate equity value of the Company and certain restrictions on the operations of the business during the executory period. The Board discussed the risks presented by the match right included in the revised Merger Agreement, and the fact that it could diminish the appeal for other potential acquirors to provide a superior proposal after the announcement of the transaction. The Board, with the assistance of Houlihan Lokey, reviewed the limited potential alternatives to a transaction with SER that could be available to the Company, and each alternative’s potential value, execution risk and associated timing considerations and costs, including the Company’s additional liquidity needs. The Board considered the risks of taking what could be viewed as overly aggressive stances on certain issues in the Merger Agreement given the Company’s liquidity needs, including the risk that SER could withdraw its proposal, and the limited likelihood that any other potential acquiror would materialize after the announcement of the transaction given the Company’s recent attempted sales process and the lack of

attractive actionable proposals provided by potential acquirors. The Board also discussed the reverse termination fee as problematic given that its inclusion would reduce closing certainty and would limit the Company’s ability to recover from SER in the event SER were to breach its obligations to consummate the closing pursuant to the Merger Agreement. After this discussion, the Board elected to respond by proposing a termination fee of 2% of aggregate equity value of the Company, the removal of the reverse termination fee construct, a rejection of the indemnity and an acceptance of the requested match right for a superior proposal. At the direction of the Board, Willkie prepared a revised draft of the Merger Agreement which was shared with Jones Day on April 5, 2023.

On April 3, 2023 and April 4, 2023, Jonathan Batarseh met with SER representatives for dinner and in-person meetings in New York City. The meetings addressed a variety of topics, including key customer relationships, overall market opportunities, customer engagement post-acquisition and key leadership within the Company.

On April 10, 2023, Jones Day returned a revised Merger Agreement to Willkie.

On April 11, 2023, the Board met by videoconference to discuss the revised Merger Agreement. Representatives from Willkie and Houlihan Lokey joined the meeting. Willkie discussed the issues presented by the revised Merger Agreement, including the reiterated indemnification proposal, a termination fee of 4% of aggregate equity value of the Company, and implementation of SER’s prior request that BCP provide a consent under the Term Loan Agreement such that (a) the balance owed by the Company thereunder would remain outstanding following the closing and (b) the interest rate would be reduced from 12% to 6% in connection with the closing of the transaction. BCP representatives on the Board indicated that BCP had a potential willingness to provide the consent requested under the Term Loan Agreement in connection with the signing of a definitive Merger Agreement, but that BCP would not be willing to provide the requested indemnification. The Board discussed the risks presented by a higher termination fee, including that a higher termination fee would make it more expensive for alternative acquirors to acquire the Company and could discourage bidders from submitting proposals during the executory period. The Board also discussed the risks of taking what could be viewed as overly aggressive stances on certain issues in the Merger Agreement given the Company’s liquidity needs, including the risk that SER could withdraw its proposal, and the limited likelihood that any other potential acquiror would materialize after the announcement of the transaction given the Company’s recent attempted sales process and the lack of attractive actionable proposals provided by potential acquirors. After that discussion, the Board directed Willkie to propose a termination fee equal to 3% of the aggregate equity value of the Company and to contact BCP’s outside legal counsel regarding the requested Term Loan Agreement consent and amendment in order to confirm BCP’s willingness to provide the consent and to authorize BCP to discuss the Term Loan Agreement with SER. At the direction of the Board, Willkie prepared a revised draft of the Merger Agreement which was shared with Jones Day on April 13, 2023.

On April 11^, 2023, Jonathan Batarseh met with a SER representative and a BCP representative to discuss the rollover and amendment of the Term Loan Agreement and the requested indemnification. The participants discussed the modifications BCP would be prepared to make to the Term Loan Agreement in order to facilitate a transaction, including a waiver of the mandatory prepayment provision and a change to the maturity date. BCP indicated it was not prepared to accept any decrease in the interest rate of the note. At the meeting, BCP also reiterated that it was not willing to provide the requested indemnification, but would be willing to enter into a voting and support agreement pursuant to which it would commit to voting the Company Stock held by its affiliates in favor of the SER transaction. Later that week, representatives of SER and BCP again discussed modifications to the Term Loan Agreement by phone, and were able to find alignment that the amendment to the Term Loan Agreement would (i) waive the mandatory prepayment provisions with respect to certain asset sale proceeds, (ii) join certain subsidiaries of the Company as guarantors under the Term Loan Agreement, (iii) extend the deadline for certain financial deliverables for the fiscal year ended December 31, 2022 and (iv) extend maturity through December 31, 2025, among other things. However, representatives of SER indicated it considered the requested indemnification and the Term Loan interest rate to be economic points, and the value would need to be accounted for in a revised offer. Mr. Batarseh asked that SER include the revised price proposal in Jones Day’s next revised draft of the Merger Agreement.

On April 14, 2023, Jones Day returned a revised Merger Agreement to Willkie which contained the revised proposal from SER of a price per share of Company Common Stock of $6.00 (representing a premium of approximately 57% over the closing price of the Company Common Stock on April 14, 202 and, a premium of

134% over the volume-weighted average closing share price of the Company Common Stock during the 20 trading days prior). From April 14, 2023 through April 16, 2023, Willkie and Jones Day exchanged several revised drafts of the Merger Agreement in order to finalize and resolve the remaining open matters in the document, pending agreement on the final price.

On April 16, 2023, the special committee held a meeting by videoconference attended by representatives of VRC and Willkie. The special committee discussed the absence of viable third-party financing options that had been identified since the special committee’s formation, and that management’s discussions with BCP had resulted in amenable terms which would provide the Company with additional near-term liquidity. The special committee reviewed the terms of an amendment to the Term Loan Agreement which provided for (i) a waiver of the mandatory prepayment provisions with respect to certain asset sale proceeds, (ii) the joinder of certain subsidiaries of the Company as guarantors under Term Loan Agreement, (iii) an extension of the deadline for certain financial deliverables for the fiscal year ended December 31, 2022 and (iv) an extension of the maturity through December 31, 2025, among other things. The special committee discussed that the amendment would provide the Company with more than $10 million dollars of additional near-term liquidity. After receipt and review of a fairness opinion from VRC, on April 16, 2022, the special committee approved entry by the Company and certain of its subsidiaries into the amendment to the Term Loan Agreement.

On April 16, 2023, the Board held a meeting by videoconference attended by the Company’s senior management and representatives of Houlihan Lokey and Willkie. Willkie reviewed the Board’s fiduciary duties and other legal matters in connection with the Board’s consideration of the proposed Merger Agreement and reviewed with the Board the terms of the proposed Merger Agreement, including a termination fee of $3.5 million, which represented approximately 3.97% of the aggregate equity value of the Company. The Board discussed the revised price of $6.00 per share of Company Common Stock (representing a premium of approximately 57% over the closing price of the Company Common Stock on April 14, 2023 and a premium of 134% over the volume-weighted average closing share price of the Company Common Stock during the 20 trading days prior). Representatives of Houlihan Lokey then reviewed and discussed its financial analyses with respect to the Company and the proposed merger. The Board considered the implications of the analysis and asked questions of Houlihan Lokey related to the analysis. Later that day, the Board reconvened with representatives of Houlihan Lokey and Willkie in attendance and, at the request of the Board, Houlihan Lokey orally rendered its opinion to the Board (which was subsequently confirmed in writing by delivery of Houlihan Lokey’s written opinion addressed to the Board dated April 16, 2023), as to the fairness, from a financial point of view, to the holders of Company Common Stock, other than the Excluded Holders, of the Common Per Share Merger Consideration to be received by such holders pursuant to the Merger Agreement.

The Board considered the benefits and costs to stockholders of capturing and monetizing the value of the business through SER’s all-cash proposal, versus the risks and opportunities of continuing on a stand-alone basis, soliciting proposals for various divestiture alternatives such as the sale or spin out of one or more of the Company’s business units or a potential restructuring of the Company (including through a bankruptcy process). The Board considered the terms of the Merger Agreement that would allow the Company to entertain certain third-party proposals following the execution and announcement of the Merger Agreement subject to the payment of the termination fee if the Board were to pursue an alternative proposal that was superior to the Merger, no matter when the superior proposal was received prior to the special meeting of stockholders to adopt the Merger Agreement. After discussion, the Board concluded that it would be in the best interests of the Company and its stockholders to secure the benefits of the proposed transaction with SER, while retaining the limited ability to pursue and accept a superior proposal following announcement of a transaction with SER.

The Board unanimously approved and declared advisable the Merger Agreement, determined that the Merger Agreement was advisable and in the best interests of the Company and its stockholders, and resolved to recommend that the stockholders adopt the Merger Agreement.

On the evening of April 16, 2023, the Company and affiliates of SER executed the Merger Agreement.

On the morning of April 17, 2023, prior to the commencement of trading, the Company and SER issued a joint press release announcing the transaction and their execution of a definitive Merger Agreement.

As described above in the section of this proxy statement entitled “The Merger—Background of the Merger,” prior to and in reaching its determination to approve the Merger Agreement, the Board consulted with and

received the advice of Houlihan and Willkie, discussed certain issues with the Company’s management and considered a variety of factors weighing positively in favor of the Merger Agreement, each of which the directors believed supported their decision, including the following material factors:

In the course of its deliberations, the Board also considered a variety of risks and countervailing factors related to the Merger Agreement and the Merger, including the following material factors:

In addition to considering the factors described above, the Board also identified and considered a variety of other factors, including the fact that the Company’s executive officers have financial interests in the Merger that may be different from, or in addition to, those of the Company’s stockholders generally, including those interests that are a result of employment and compensation arrangements with the Company, as described more fully below in the section of this proxy statement entitled “The Merger—Interests of the Company’s Directors and Executive Officers in the Merger.”:

The foregoing discussion of the factors considered by the Board is not intended to be exhaustive, but rather includes the material factors considered by the Board. The Board collectively reached the conclusion to approve the Merger Agreement and deem the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, to be advisable and in the best interests of the Company, in light of the various factors described above and other factors that the members of the Board believed were appropriate. In view of the wide variety of factors considered by the Board in connection with its evaluation of the Merger and the complexity of these matters, the Board did not consider it practical, and did not attempt, to quantify, rank or otherwise assign relative weights to the specific factors it considered in reaching its decision and did not undertake to make any specific determination as to whether any particular factor, or any aspect of any particular factor, was favorable or unfavorable to the ultimate determination of the Board. Rather, the Board made its recommendation based on the totality of the information available to the Board, including discussions with, and questioning of, the Company’s management and the financial and legal advisors. In considering the factors discussed above, individual members of the Board may have given different weights to different factors.

This explanation of the Board’s reasons for recommending the approval of the Merger Agreement and other information presented in this section are forward-looking in nature and, therefore, should be read in light of the factors described in the section of this proxy statement entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 15.

After careful consideration, the Board has unanimously approved and declared advisable the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement and determined that the Merger and the other transactions contemplated by the Merger Agreement are advisable and in the best interests of the Company and its stockholders.

On April 16, 2023, Houlihan Lokey orally rendered its opinion to the Board (which was subsequently confirmed in writing by delivery of Houlihan Lokey’s written opinion addressed to the Board dated April 16, 2023) as to the fairness, from a financial point of view, to the holders of Company Common Stock, other than the Excluded Holders, of the Common Per Share Merger Consideration to be received by such holders in the Merger pursuant to the Merger Agreement.

Houlihan Lokey’s opinion was furnished for the use of the Board (in its capacity as such) and only addressed the fairness, from a financial point of view, to the holders of Company Common Stock, other than the Excluded Holders, of the Common Per Share Merger Consideration to be received by such holders in the Merger pursuant to the Merger Agreement and did not address any other aspect or implication of the Merger or any other agreement, arrangement or understanding. The summary of Houlihan Lokey’s opinion in this proxy statement is qualified in its entirety by reference to the full text of its written opinion, which is attached as Annex B to this proxy statement and describes the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Houlihan Lokey in connection with the preparation of its opinion. However, neither Houlihan Lokey’s opinion nor the summary of its opinion and the related analyses set forth in this proxy statement are intended to be, and do not constitute, advice or a recommendation to the Board, any security holder or any other person as to how to act or vote with respect to any matter relating to the Merger or otherwise.

In connection with its opinion, Houlihan Lokey performed such reviews and analyses and made such inquiries as it deemed necessary and appropriate under the circumstances. Among other things, Houlihan Lokey:

Houlihan Lokey relied upon and assumed, without independent verification, the accuracy and completeness of all data, material and other information furnished, or otherwise made available, to it, discussed with or reviewed by it, or publicly available, and did not assume any responsibility with respect to such data, material and other information. In addition, management of the Company advised Houlihan Lokey and, at the Board’s direction, Houlihan Lokey assumed that the Projections were reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of such management as to the future financial results and condition of the Company. At the Board’s direction, Houlihan Lokey assumed that the Projections provided a reasonable basis on which to evaluate the Company and the Merger and Houlihan Lokey, at the Board’s direction, used and relied upon the Projections for purposes of its analyses and opinion. Management of the Company advised Houlihan Lokey and, at the Board’s direction, Houlihan Lokey assumed that the Projections were the only projections with respect to the future financial performance of the Company that Houlihan Lokey should use and rely upon for purposes of its analyses and opinion. Houlihan Lokey expressed no view or opinion with respect to the Projections or the assumptions on which they were based. Houlihan Lokey relied upon and assumed, without independent verification, that there had been no change in the business, assets, liabilities, financial condition, results of operations, cash flows or prospects of the Company since the respective dates of the most recent financial statements and other information, financial or otherwise, provided to Houlihan Lokey that would be material to its analyses or opinion, and that there was no information or any facts that would make any of the information reviewed by Houlihan Lokey incomplete or misleading. In reaching its conclusions in the opinion, with the Board’s consent, Houlihan Lokey did not rely upon a discounted cash flow analysis of the Company, because, as the Board advised Houlihan Lokey and directed Houlihan Lokey to assume, there were no financial projections relating to the Company for any period following the fiscal year ending December 31, 2023 that Houlihan Lokey should use and rely upon for purposes of its analyses and opinion.

The Company advised Houlihan Lokey and, at the Board’s direction, Houlihan Lokey relied upon and assumed that (i) the Series A Redemption Price and the Series B Redemption Price were no greater than the consideration per share to which such shares would be entitled in a “Change of Control” of the Company pursuant to the terms of the Certificate of Designations of the Series A Preferred Stock and Series B Preferred Stock and (ii) the Merger would constitute a “Change of Control” of the Company pursuant to the terms of the Certificate of Designations of the Series A Preferred Stock and Series B Preferred Stock. In addition, the Company advised Houlihan Lokey, and at the Board’s direction Houlihan Lokey relied upon and assumed, that (i) the Company had experienced significant recurring losses and negative cash flows from operations, (ii) until the Company is successful in significantly increasing its revenues and/or reducing its operating expenses, it would continue to incur losses, (iii) there were no assurances that the Company would be able to raise its revenues, or reduce its operating expenses, to a level which supports profitable operations and provides sufficient funds to pay its obligations, (iv) other than the Company’s Credit Agreement, dated as of November 9, 2021, with JPMorgan Chase Bank, N.A., as administrative agent, the lenders party thereto and certain subsidiary borrowers and subsidiary guarantors named therein, as amended (the “Credit Agreement”), and the Term Loan Agreement, the Company had no committed source of funding from either debt or equity financings, (v) the Company had borrowed the maximum amount permissible under the terms of the Credit Agreement and Term Loan Agreement, (vi) the Company’s delay in filing its annual report on Form 10-K for the year ending December 31, 2022 may have constituted an event of default under the (a) Credit Agreement, (b) the Term Loan Agreement, (c) the First Supplemental Indenture, dated as of August 25, 2021, between the Company and Wilmington Savings Fund Society, FSB, as trustee (the “Trustee”), or (d) the Indenture, dated as of August 25, 2021, between the Company and the Trustee, (vii) given such factors, the Company’s current cash position and anticipated cash needs for continuing operating activities, there was substantial doubt about the Company’s ability to continue as a going concern without obtaining additional sources of financing, (viii) the Company expected it would not be able to obtain equity or debt financing sufficient for the continuing operations of the Company on terms acceptable to the Company prior to the date that it would exhaust its remaining cash resources, (ix) the Company anticipated that it would exhaust its remaining cash resources within the next three to eight weeks, (x) absent the

proposed Merger, the Company believed that it would have no alternative other than to liquidate or to seek protection under U.S. bankruptcy laws, and (xi) upon any such liquidation of the Company or as a result of any such bankruptcy, if the holders of Company Common Stock received any recovery, such recovery would be materially less on a per-share basis than the Common Per Share Merger Consideration to be received by such holders in the proposed Merger.

Houlihan Lokey relied upon and assumed, without independent verification, that (a) the representations and warranties of all parties to the Merger Agreement and all other related documents and instruments referred to therein were true and correct, (b) each party to the Merger Agreement and such other related documents and instruments would fully and timely perform all of the covenants and agreements required to be performed by such party, (c) all conditions to the consummation of the Merger would be satisfied without waiver thereof, and (d) the Merger would be consummated in a timely manner in accordance with the terms described in the Merger Agreement and such other related documents and instruments, without any amendments or modifications thereto. Houlihan Lokey relied upon and assumed, without independent verification, that (i) the Merger would be consummated in a manner that complies in all respects with all applicable foreign, federal and state statutes, rules and regulations, and (ii) all governmental, regulatory, and other consents and approvals necessary for the consummation of the Merger would be obtained and that no delay, limitations, restrictions or conditions would be imposed or amendments, modifications or waivers made that would have an effect on the Company or the Merger that would be material to its analyses or opinion. In addition, Houlihan Lokey relied upon and assumed, without independent verification, that the final form of the Merger Agreement would not differ in any respect from the draft of the Merger Agreement identified above.

Furthermore, in connection with its opinion, Houlihan Lokey was not requested to, and did not, make any physical inspection or independent appraisal or evaluation of any of the assets, properties or liabilities (fixed, contingent, derivative, off-balance-sheet or otherwise) of the Company or any other party, nor was Houlihan Lokey provided with any such appraisal or evaluation, except Houlihan Lokey was provided with estimates prepared by the management of the Company regarding the value of certain real property, which were based on agreed-upon sales prices for certain pending transactions, current negotiations and other estimates of value, upon which Houlihan Lokey relied without independent verification and as to which Houlihan Lokey expressed no view or opinion. Houlihan Lokey did not estimate, and expressed no opinion regarding, the liquidation value of any entity or business. Houlihan Lokey did not undertake any independent analysis of any potential or actual litigation, regulatory action, possible unasserted claims or other contingent liabilities, to which the Company was or may have been a party or was or may have been subject, or of any governmental investigation of any possible unasserted claims or other contingent liabilities to which the Company was or may have been a party or was or may have been subject.

Houlihan Lokey’s opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to Houlihan Lokey as of, the date of its opinion. As the Board was aware, the credit, financial and stock markets were experiencing unusual volatility and Houlihan Lokey expressed no opinion or view as to any potential effects of such volatility on the Merger, and its opinion did not purport to address potential developments in any such markets. Houlihan Lokey did not undertake, and is under no obligation, to update, revise, reaffirm or withdraw its opinion, or otherwise comment on or consider events occurring or coming to Houlihan Lokey’s attention after the date of its opinion. Houlihan Lokey did not express any opinion as to the price or range of prices at which shares of Company Common Stock, Series A Preferred Stock and Series B Preferred Stock could be purchased or sold, or otherwise be transferable, at any time.

Houlihan Lokey’s opinion was furnished for the use of the Board (in its capacity as such) in connection with its evaluation of the Merger and may not be used for any other purpose without Houlihan Lokey’s prior written consent. Houlihan Lokey’s opinion was not intended to be, and does not constitute, a recommendation to the Board, the Company, any security holder or any other party as to how to act or vote with respect to any matter relating to the Merger or otherwise.

Houlihan Lokey was not requested to opine as to, and its opinion did not express an opinion as to or otherwise address, among other things: (i) the underlying business decision of the Board, the Company, its security holders or any other party to proceed with or effect the Merger, (ii) the terms of any arrangements, understandings, agreements or documents related to, or the form, structure or any other portion or aspect of, the Merger or otherwise (other than the Common Per Share Merger Consideration to the extent expressly specified in the opinion), including, without limitation, the Letter Agreements, the Amended Term Loan Agreement, the Series A

Redemption Price or the Series B Redemption Price, (iii) the fairness of any portion or aspect of the Merger to the holders of any class of securities, creditors or other constituencies of the Company, or to any other party, except if and only to the extent expressly set forth in the last sentence of its opinion, (iv) the relative merits of the Merger as compared to any alternative business strategies or transactions that might have been available for the Company or any other party, (v) the fairness of any portion or aspect of the Merger to any one class or group of the Company's or any other party's security holders or other constituents vis-à-vis any other class or group of the Company’s or such other party’s security holders or other constituents (including, without limitation, the fairness of the Common Per Share Merger Consideration relative to the Series A Redemption Price or Series B Redemption Price, or vice versa, or the allocation of any consideration amongst or within such classes or groups of security holders or other constituents), (vi) whether or not the Company, Parent, their respective security holders or any other party was receiving or paying reasonably equivalent value in the Merger, (vii) the solvency, creditworthiness or fair value of the Company, Parent or any other participant in the Merger, or any of their respective assets, under any applicable laws relating to bankruptcy, insolvency, fraudulent conveyance or similar matters, or (viii) the fairness, financial or otherwise, of the amount, nature or any other aspect of any compensation to or consideration payable to or received by any officers, directors or employees of any party to the Merger, any class of such persons or any other party, relative to the Common Per Share Merger Consideration or otherwise. Houlihan Lokey did not express any opinion, counsel or interpretation regarding matters that require legal, regulatory, environmental, accounting, insurance, tax or other similar professional advice. Houlihan Lokey assumed that such opinions, counsel or interpretations had been or would be obtained from the appropriate professional sources. Furthermore, Houlihan Lokey relied, with the consent of the Board, on the assessments by the Board, the Company, Parent and their respective advisors, as to all legal, regulatory, environmental, accounting, insurance, tax and other similar matters with respect to the Company, the Merger or otherwise.

In performing its analyses, Houlihan Lokey considered general business, economic, industry and market conditions, financial and otherwise, and other matters as they existed on, and could be evaluated as of, the date of its opinion. No company, business or transaction used in Houlihan Lokey’s analyses for comparative purposes is identical to the Company or the proposed merger and an evaluation of the results of those analyses is not entirely mathematical. The estimates contained in the Projections and the implied reference range values indicated by Houlihan Lokey’s analyses are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by the analyses. In addition, any analyses relating to the value of assets, businesses or securities do not purport to be appraisals or to reflect the prices at which businesses or securities actually may be sold, which may depend on a variety of factors, many of which are beyond the control of the Company. Much of the information used in, and accordingly the results of, Houlihan Lokey’s analyses are inherently subject to substantial uncertainty.

Houlihan Lokey’s opinion was only one of many factors considered by the Board and the Board in evaluating the proposed merger. Neither Houlihan Lokey’s opinion nor its analyses were determinative of the merger consideration or of the views of the Board or management with respect to the merger or the merger consideration. The type and amount of consideration payable in the merger were determined through negotiation between the Company and Parent, and the decision to enter into the Merger Agreement was solely that of the Board.

In preparing its opinion to the Board, Houlihan Lokey performed a variety of analyses, including those described below. The summary of Houlihan Lokey’s analyses is not a complete description of the analyses underlying Houlihan Lokey’s opinion. The preparation of such an opinion is a complex process involving various quantitative and qualitative judgments and determinations with respect to the financial, comparative and other analytical methods employed and the adaptation and application of these methods to the unique facts and circumstances presented. As a consequence, neither Houlihan Lokey’s opinion nor its underlying analyses is readily susceptible to summary description. Houlihan Lokey arrived at its opinion based on the results of all analyses undertaken by it and assessed as a whole and did not draw, in isolation, conclusions from or with regard to any individual analysis, methodology or factor. While the results of each analysis were taken into account in reaching Houlihan Lokey’s overall conclusion with respect to fairness, Houlihan Lokey did not make separate or quantifiable judgments regarding individual analyses. Accordingly, Houlihan Lokey believes that its analyses and the following summary must be considered as a whole and that selecting portions of its analyses, methodologies

and factors, without considering all analyses, methodologies and factors, could create a misleading or incomplete view of the processes underlying Houlihan Lokey’s analyses and opinion.

The following is a summary of the material financial analyses performed by Houlihan Lokey in connection with the preparation of its opinion and reviewed with the Board on April 16, 2023. The order of the analyses does not represent relative importance or weight given to those analyses by Houlihan Lokey. The analyses summarized below include information presented in tabular format. The tables alone do not constitute a complete description of the analyses. Considering the data in the tables below without considering the full narrative description of the analyses, as well as the methodologies underlying, and the assumptions, qualifications and limitations affecting, each analysis, could create a misleading or incomplete view of Houlihan Lokey’s analyses.

For purposes of its analyses, Houlihan Lokey reviewed a number of financial metrics, including the following:

Unless the context indicates otherwise, equity values used in the selected companies analysis described below were calculated using the closing prices of the common stock of the selected companies listed below as of April 14, 2023, and transaction values for the selected transactions analysis described below were calculated on an enterprise value basis based on the announced transaction equity price and other public information available at the time of the announcement. The estimates of the future financial performance of the Company relied upon for the financial analyses described below were based on the Projections, and estimates of the future financial performance of the selected companies listed below were based on publicly available research analyst estimates for those companies.

Selected Companies Analysis. Houlihan Lokey reviewed certain financial data for selected companies with publicly traded equity securities that Houlihan Lokey deemed relevant.

The financial data reviewed included:

The selected companies and resulting low, high, median and mean financial data included the following:

Selected Environmental Services Companies

Selected Infrastructure Services Companies

Taking into account the results of the selected companies analysis, Houlihan Lokey applied selected multiple ranges of 0.75x to 0.95x FY 2022 Revenue, 0.70x to 0.90x FY 2023E Revenue and 7.50x to 8.50x FY 2023E Adjusted EBITDA to corresponding financial data for the Company. The selected companies analysis indicated implied value reference ranges per share of Company Common Stock of $0.00 to $10.31 based on FY 2022 Revenue, $0.00 to $3.27 based on FY 2023E Revenue and $0.00 to $2.75 based on FY 2023E Adjusted EBITDA, in each case as compared to the Common Per Share Merger Consideration of $6.00 per share.

Selected Transactions Analysis. Houlihan Lokey considered certain financial terms of certain transactions involving target companies that Houlihan Lokey deemed relevant. The financial data reviewed included transaction value as a multiple of estimated Adjusted EBITDA for the next fiscal year, or “NFY Adjusted EBTIDA.”

The selected transactions and resulting low, high, median and mean financial data were:

Taking into account the results of the selected transactions analysis, Houlihan Lokey applied a selected multiple range of 7.50x to 8.50x NFY Adjusted EBITDA to corresponding financial data for the Company. The selected transactions analysis indicated an implied value reference range per share of Company Common Stock of $0.00 to $2.75, as compared to the Common Per Share Merger Consideration of $6.00 per share.

Houlihan Lokey was engaged by the Company to act as its financial advisor in connection with a possible merger, consolidation, business combination, sale or other similar transaction. The Company engaged Houlihan Lokey based on Houlihan Lokey’s experience and reputation. Houlihan Lokey is regularly engaged to provide financial advisory services in connection with mergers and acquisitions, financings and financial restructurings. Pursuant to its engagement by the Company, Houlihan Lokey became entitled to a transaction fee of approximately $4.6 million, of which $1.0 million became payable to Houlihan Lokey upon the rendering of its opinion to the Board and the remainder of which is contingent upon the consummation of the Merger. The Company has also agreed to reimburse Houlihan Lokey for certain expenses and to indemnify Houlihan Lokey, its affiliates and certain related parties against certain liabilities and expenses, including certain liabilities under the federal securities laws, arising out of or related to Houlihan Lokey’s engagement.

In the ordinary course of business, certain of Houlihan Lokey’s employees and affiliates, as well as investment funds in which they may have financial interests or with which they may co-invest, may acquire, hold or sell, long or short positions, or trade, in debt, equity, and other securities and financial instruments (including loans and other obligations) of, or investments in, the Company, Parent, BCP or any other party that may be involved in the Merger and their respective affiliates or security holders or any currency or commodity that may be involved in the Merger.

Houlihan Lokey and certain of its affiliates have in the past provided and may currently be providing investment banking, financial advisory and/or other financial or consulting services to the Company and BCP or one or more security holders or affiliates of, and/or portfolio companies of investment funds affiliated or associated with, BCP (collectively, with BCP, the “BCP Group”), for which Houlihan Lokey and its affiliates have received compensation, including, among other things, during the past two years having acted as placement agent to the Company in connection with the issuance of shares of Company Common Stock in August 2021, the issuance in August 2021 of the Company’s 8.50% Senior Notes due 2026 and the Credit Agreement in November 2021, for which Houlihan Lokey received aggregate fees of approximately $3.0 million. Houlihan Lokey and certain of its affiliates may provide investment banking, financial advisory and/or other financial or consulting services to the Company, members of the BCP Group, other participants in the Merger or certain of their respective affiliates or security holders in the future, for which Houlihan Lokey and its affiliates may receive compensation. In addition, Houlihan Lokey and certain of its affiliates and certain of Houlihan Lokey’s and their respective employees may have committed to invest in private equity or other investment funds managed or advised by BCP, other participants in the Merger or certain of their respective affiliates or security holders, and in portfolio companies of such funds, and may have co-invested with the members of the BCP Group, other participants in the Merger or certain of their respective affiliates or security holders, and may do so in the future. Furthermore, in connection with bankruptcies, restructurings, distressed situations and similar matters, Houlihan Lokey and certain of its affiliates may have in the past acted, may currently be acting and may in the future act as financial advisor to debtors, creditors, equity holders, trustees, agents and other interested parties (including, without limitation, formal and informal committees or groups of creditors) that may have included or represented and may include or represent, directly or indirectly, or may be or have been adverse to, the Company members of the BCP Group, other participants in the Merger or certain of their respective affiliates or security holders, for which advice and services Houlihan Lokey and its affiliates have received and may receive compensation.

Neither the Company’s independent auditors, nor any other independent accountants, have compiled, examined, or performed any procedures with respect to the prospective financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the prospective financial information.

The Guarantors have committed to contribute or cause to be contributed to Parent at the closing of the Merger an aggregate amount in cash equal to approximately $88.05 million, subject to the terms and conditions set forth in the Equity Commitment Letter, for the purpose of funding in part, the payment of the amounts payable under the Merger Agreement. The obligations of the Guarantors to provide the equity financing under the Equity Commitment Letter are subject to a number of conditions, including, but not limited to: (i) the satisfaction or waiver by Parent of each of the conditions to Parent’s obligations to consummate the transactions contemplated by the Merger Agreement pursuant to the Merger Agreement (other than those conditions that by their nature are to be satisfied at the closing, but subject to the satisfaction or waiver of such conditions at the closing), and (ii) either the substantially contemporaneous consummation of the closing of the Merger Agreement or the obtaining by the Company in accordance with the Merger Agreement of an order requiring Parent to specifically perform its obligations pursuant to the terms of the Merger Agreement to cause the Guarantors to fund their contribution obligations under the Equity Commitment Letter.

The obligation of the Guarantors to fund the equity commitment will automatically and immediately terminate upon the earliest to occur of: (a) the funding of such equity commitment in accordance with the terms of the Equity Commitment Letter, (b) the consummation of the closing of the Merger pursuant to the Merger Agreement, (c) the valid termination of the Merger Agreement in accordance with its terms, (d) the Company institutes certain suits, actions or other legal proceedings against any Guarantor or their affiliates, or (e) the occurrence of any event which, by the terms of the Guarantee, is an event which terminates any Guarantor’s obligations or liabilities under the Guarantee.

The Company is an express third-party beneficiary of the rights granted to Parent under the Equity Commitment Letter for the purpose of obtaining specific performance of Parent’s right to cause the equity commitment to be funded to Parent under the Equity Commitment Letter (solely to the extent that Parent is permitted to enforce the equity commitment pursuant to the terms thereof and of the Merger Agreement).

Concurrently with the execution of the Merger Agreement, the Guarantors and the Company executed the Guarantee in favor of the Company. Pursuant to the terms and conditions of the Guarantee and Merger Agreement, the Guarantors have guaranteed the due and punctual payment of any and all payment obligations of Parent and Acquisition Sub, including Parent’s and/or Acquisition Sub’s obligations to pay actual damages incurred as a result of any knowing or intentional breach of the Merger Agreement prior to the valid termination of the Merger Agreement.

The Guarantors’ obligations under Guarantee will terminate upon the earliest to occur of (i) the closing of the Merger, (ii) termination of the Merger Agreement in accordance with its terms under circumstances in which none of the obligations guaranteed under the Guarantee could be payable, and (iii) the 90th day after a termination of the Merger Agreement in accordance with its terms under circumstances in which the obligations guaranteed under the Guarantee could be payable, unless prior to the 90th day after such a termination the Company has commenced an action with respect to the Guarantee; in which case no Guarantor shall have any further liability or obligation under the Guarantor from and after the earliest of (a) the closing of the Merger, (b) a final, non-appealable resolution of such action, (c) by written agreement of the parties and (d) payment of the guaranteed obligations under the Guarantee.

In considering the recommendation of the Board that you vote to approve and adopt the Merger Agreement, the Merger and the other Merger-related proposals, you should be aware that in addition to their interests as stockholders of the Company, the Company’s directors and executive officers have interests in the Merger that are different from, or in addition to, those of other stockholders of the Company generally. Members of the Board were aware of and considered these interests, among other matters, in evaluating and negotiating the Merger Agreement and the Merger, and in recommending to the stockholders of the Company that the Merger Agreement, the Merger, and the other Merger-related proposals be approved and adopted. See the section of this proxy statement entitled “—Background of the Merger” and the section entitled “—Reasons for the Merger.” The Company’s stockholders should take these interests into account in deciding whether to vote “FOR” the proposal to approve and adopt the Merger Agreement, the Merger and the other Merger-related proposals. These interests are described in more detail below, and for each individual who has served as an executive officer or non-employee director of the Company at any point since January 1, 2022.

As described below under the section of this proxy statement entitled “The Merger Agreement—Treatment of Company Equity Awards,” outstanding awards of RSUs and PSUs under the Equity Incentive Plan held by the Company’s directors and executive officers immediately prior to the Effective Time will be treated at the Effective Time as described below:

Restricted Stock Units. The Company’s executive officers and directors hold outstanding awards of RSUs under the Equity Incentive Plan and, with respect to two directors, cash awards covering notional units, the value of which is determined in reference to the closing price of the Company Common Stock on the vesting date. Pursuant to the Equity Incentive Plan and the award agreements covering the awards of RSUs and cash awards thereunder, RSUs generally vest in substantially equal installments on the first three anniversaries of the grant date (with respect to director RSU and cash awards, fully on the first anniversary of the grant date), subject to the holder’s continuous employment or service through each applicable vesting date. Unvested RSUs held by each executive officer immediately and fully vest upon a termination of the executive officer’s employment by the Company without cause or by the executive officer for good reason, in each case, within specified periods adjacent to a change in control of the Company, including the Merger (specifically, for outstanding awards granted in 2022, within six months before and two years after the change in control, and for outstanding awards granted in 2021, within two years after the change in control). With respect to the Company’s directors, unvested RSUs and cash awards immediately and fully vest upon a change in control.

Notwithstanding the award terms described above, at the Effective Time, each then-outstanding RSU granted pursuant to the Equity Incentive Plan will immediately and fully vest and will be cancelled and converted into the right to receive an amount equal to the product of the Common Per Share Merger Consideration and the number of shares of Company Common Stock underlying such RSU (including any shares of Company Common Stock in respect of dividend equivalent units credited thereon), such amount to be paid in cash, less any required withholding taxes and without interest, to the holder of such RSU no later than the first payroll date that occurs more than two business days following the Effective Time (subject to any delay in payment required by Section 409A of the Code). The table below sets forth the number of shares of Company Common Stock subject to currently outstanding RSUs held by each of the Company’s executive officers and directors that will vest and be cashed out in connection with the Merger, as well as the regularly scheduled vesting dates and the value that each them may become entitled to receive in connection with the cash out of their RSUs, assuming continued employment or services through the completion of the Merger:

Performance Share Units. Certain executive officers of the Company hold outstanding awards of PSUs under the Equity Incentive Plan. Pursuant to the Equity Incentive Plan and the award agreements covering awards of PSUs thereunder, the PSUs generally vest following the conclusion of a three-year performance period based upon the level of achievement of specified corporate performance goals, subject to the executive’s continuous employment through the conclusion of the performance period. Unvested PSUs held by the executives immediately vest upon a termination of employment by the Company without cause or by the executive for good reason within specified periods adjacent to a change in control of the Company, including the Merger (specifically, for outstanding awards granted in 2022, within six months before and two years after the change in control, and for outstanding awards granted in 2021, within two years after a change in control), in each case, generally based upon the actual level of achievement of the applicable corporate goals as of the date of his termination. In addition, if the successor entity in a change in control does not assume the PSUs or grant substitute awards, the unvested PSUs will vest, generally based on actual performance as of the date of the change in control.

Notwithstanding the award terms described above, at the Effective Time, each then-outstanding PSU granted pursuant to the Equity Incentive Plan will immediately vest at the target level of performance and will be cancelled and converted into the right to receive an amount equal to the product of the Common Per Share Merger Consideration and the number of shares of Company Common Stock underlying such PSU (including any shares of Company Common Stock in respect of dividend equivalent units credited thereon), such amount to be paid in cash, less any required withholding taxes and without interest, to the holder of such PSU no later than the first payroll date that occurs more than two business days following the Effective Time (subject to any delay in payment required by Section 409A of the Code). The table below sets forth the number of shares of Company Common Stock subject to currently outstanding PSUs held by the Company’s executive officers that would vest

and be cashed out in connection with the Merger (assuming the target level of performance), as well as the end dates of the performance periods for such PSUs and the value that each of them may become entitled to receive in connection with the cash out of their PSUs, assuming continued employment through the completion of the Merger:

The Company’s Chief Executive Officer, Jonathan Batarseh and Chief Financial Officer, Joe Skidmore, are each party to a substantially similar employment agreement with the Company and its subsidiary, Charah, LLC, effective as of October 17, 2022 and March 16, 2023, respectively (each, an “Employment Agreement”). Pursuant to the Employment Agreements, each executive is eligible to receive certain severance benefits upon a termination of employment by the Company without “cause” or a resignation by the executive for “good reason” (each as defined in the respective Employment Agreement). Such severance benefits include: (i) a cash severance payment equal to the sum of (a) the executive’s then-current base salary plus (b) the executive’s target annual bonus for the year in which termination occurs (collectively, the “Cash Severance”), which Cash Severance is payable in 12 equal monthly installments following the termination date; (ii) subsidized healthcare continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), such that the executive will continue to pay active-employee rates under the Company’s group health plans until the earlier to occur of (x) the 18-month anniversary of the termination date for Mr. Batarseh or the 12-month anniversary for Mr. Skidmore, (y) the date the executive becomes ineligible for COBRA, and (z) the date the executive becomes eligible to receive coverage under another employer’s group health plans; and (iii) an annual bonus for the year in which termination occurs, payable based upon actual performance on the date when annual bonuses are paid to other Company executive officers, and prorated for the number of days during the performance period prior to the termination date. If any such termination occurs within six months before or two years following a “change in control” of the Company (as defined in the Employment Agreement and which would include the Merger), the amount of the executive’s Cash Severance is multiplied by 1.5 and becomes payable in lump sum, the COBRA continuation period for Mr. Skidmore increases from up to 12 months to up to 18 months, and the amount of the pro rata bonus will be based on the greater of target and actual performance.

All such severance benefits are contingent upon the executive’s timely execution and non-revocation of a general release and waiver of claims in favor of the Company and its affiliates and continued compliance with certain restrictive covenants, including a provisions relating to confidential information, non-competition, non-solicitation, and non-disparagement.

The Company’s former Chief Executive Officer, Scott Sewell, and former Chief Financial Officer, Roger Shannon, are not entitled to any additional or enhanced compensation in connection with the Merger (with an assumed closing date of July 31, 2023) pursuant to their respective separation agreements and former employment agreements.

Each Employment Agreement provides that, if the executive is a “disqualified individual” (as defined in Section 280G(c) of the Code), and the payments and benefits provided under the Employment Agreement, together with any other payments and benefits which the executive has the right to receive from the Company or any of its affiliates, including, without limitation, the value of accelerated vesting of outstanding awards of RSUs and PSUs described above, would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), then the payments and benefits shall be either (a) reduced (but not below zero) so that the present value of such total amounts and benefits received by the executive from the Company or any of its affiliates shall be $1.00 less than three times the executive’s “base amount” (as defined in Section 280G(b)(3) of the Code) and so that no portion of such amounts and benefits received by the NEO shall be subject to the excise tax imposed Section 4999 of the Code or (b) paid in full, whichever produces the better net after-tax position to the executive (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes). No current or former executive officer or director is entitled to any gross-up or any other similar payment in the event that the excise tax under Section 4999 of the Code is applicable to the payments and benefits that such executive officer or director could receive in connection with the Merger.

It is not anticipated that the Company’s directors will receive any cash compensation in the period leading up to the Merger other than quarterly cash retainer payments made in the ordinary course in connection with their service as directors. The retainer payments due to be made on April 1, 2023 were deferred until immediately prior to the closing of the Merger, and the next regularly scheduled retainer payment is due to be made on July 1, 2023.

Under the Merger Agreement, from and after the Effective Time, Parent has agreed that it will, and will cause the surviving corporation to, subject to certain limitations, indemnify, defend and hold harmless, and advance expenses to, each person who is now, or has been at any time prior to the date of the Merger Agreement or who becomes such prior to the Effective Time, an officer or director of the Company or any of its subsidiaries (“indemnified parties”), with respect to all facts, events, acts or omissions by them in their capacities as such at any time prior to and including the Effective Time (including any matters arising in connection with the Merger Agreement or the transactions contemplated thereby).

From the Effective Time of the Merger and for a period of six years thereafter, the certificate of incorporation and bylaws of the surviving corporation will contain the provisions with respect to exculpation, indemnification, advancement of expenses and limitation of director, officer and employee (or comparable) liability that are no less favorable to the indemnified parties than those set forth in the Company’s and its subsidiaries’ organizational documents as of the closing date.

Prior to the Effective Time, the Company will purchase six year “tail” directors’ and officers’ insurance, effective as of the Effective Time, with limits and on terms and conditions no less advantageous to indemnified parties than the existing directors’ and officers’ insurance policies, covering claims arising from facts, events, acts or omissions that occurred at or prior to the Effective Time, including the transactions contemplated pursuant to the Merger Agreement. For at least six years after the Effective Time, Parent will cause the surviving corporation to maintain the coverage provided by the existing directors’ and officers’ insurance in effect as of the closing date.

The following is a general discussion of the material U.S. federal income tax consequences of the Merger to U.S. holders of Company Stock whose shares are exchanged for cash pursuant to the Merger. This discussion is based on the provisions of the Code, applicable U.S. Treasury regulations, judicial opinions and administrative rulings and published positions of the Internal Revenue Service, each as in effect as of the date hereof. These authorities are subject to change, possibly on a retroactive basis, and any such change could affect the accuracy of the statements and conclusions set forth in this discussion. This discussion does not address any tax consequences arising under the Medicare contribution tax on net investment income, nor does it address any tax

considerations under state, local or foreign laws or U.S. federal laws other than those pertaining to the U.S. federal income tax. This discussion is not binding on the Internal Revenue Service or the courts and, therefore, could be subject to challenge, which could be sustained. No ruling is intended to be sought from the Internal Revenue Service with respect to the Merger.

For purposes of this discussion, the term “U.S. holder” means a beneficial owner of Company Stock that is:

For purposes of this discussion, a “non-U.S. holder” is a beneficial owner of Company Stock, other than a partnership or other entity taxable as a partnership for U.S. federal income tax purposes, that is not a U.S. holder.

This discussion applies only to holders of shares of Company Stock who hold such shares as a capital asset within the meaning of Section 1221 of the Code (generally, property held for investment). Further, this discussion does not purport to consider all aspects of U.S. federal income taxation that may be relevant to a holder in light of its particular circumstances, or that may apply to a holder that is subject to special treatment under the U.S. federal income tax laws (including, for example, insurance companies, controlled foreign corporations, passive foreign investment companies, dealers or brokers in securities or foreign currencies, traders in securities who elect the mark-to-market method of accounting, holders subject to the alternative minimum tax, U.S. holders that have a functional currency other than the U.S. dollar, tax-exempt organizations, banks and certain other financial institutions, mutual funds, certain expatriates, partnerships, S corporations, or other pass-through entities or investors in partnerships or such other entities, holders who hold shares of Company Stock as part of a hedge, straddle, constructive sale or conversion transaction, holders who will hold, directly or indirectly, an equity interest in the surviving corporation, holders who acquired their shares of Company Stock through the exercise of employee stock options or other compensation arrangements and holders who own or have owned (directly, indirectly or constructively) five percent (5%) or more of the Company Stock (by vote or value)).

If a partnership (including for this purpose any entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds shares of Company Stock, the tax treatment of a partner in such partnership will generally depend on the status of the partners and the activities of the partnership. If you are a partner of a partnership holding shares of Company Stock, you should consult your tax advisor.

Holders of Company Stock are urged to consult their own tax advisors to determine the particular tax consequences to them of the Merger, including the applicability and effect of the alternative minimum tax and any state, local, foreign or other tax laws.

The receipt of cash by U.S. holders in exchange for shares of Company Stock pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. In general, for U.S. federal income tax purposes, a U.S. holder who receives cash in exchange for shares of Company Stock pursuant to the Merger will recognize gain or loss in an amount equal to the difference, if any, between (i) the amount of cash received and (ii) the U.S. holder’s adjusted tax basis in such shares.

If a U.S. holder’s holding period in the shares of Company Stock surrendered in the Merger is greater than one year as of the date of the Merger, the gain or loss will be long-term capital gain or loss. Long-term capital gains of certain non-corporate holders, including individuals, are generally subject to U.S. federal income tax at preferential rates. The deductibility of a capital loss recognized on the exchange is subject to limitations. If a U.S. holder acquired different blocks of Company Stock at different times and different prices, such U.S. holder must determine its adjusted tax basis and holding period separately with respect to each block of Company Stock.

A non-U.S. holder whose shares of Company Stock are converted into the right to receive cash in the Merger generally will not be subject to U.S. federal income taxation unless:

Any gain recognized by a non-U.S. holder described in the first bullet above generally will be subject to U.S. federal income tax on a net income basis at regular graduated U.S. federal income tax rates in the same manner as if such holder were a “U.S. person” as defined under the Code. A non-U.S. holder that is a corporation may also be subject to an additional “branch profits tax” at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty) on after-tax profits effectively connected with a U.S. trade or business to the extent that such after-tax profits are not reinvested and maintained in the U.S. business.

Gain described in the second bullet above generally will be subject to U.S. federal income tax at a flat 30% rate, but may be offset by certain U.S. source capital losses, if any, of the non-U.S. holder.

Payments made in exchange for shares of Company Stock pursuant to the Merger may be subject, under certain circumstances, to information reporting and backup withholding (currently at a rate of 24%). To avoid backup withholding, a U.S. holder that does not otherwise establish an exemption should complete and return Internal Revenue Service Form W-9, certifying that such U.S. holder is a U.S. person, the taxpayer identification number provided is correct and such U.S. holder is not subject to backup withholding. In general, a non-U.S. holder will not be subject to U.S. federal backup withholding and information reporting with respect to cash payments to the non-U.S. holder pursuant to the Merger if the non-U.S. holder has provided an Internal Revenue Service Form W-8BEN or W-8BEN-E (as applicable) (or an Internal Revenue Service Form W-8ECI if the non-U.S. holder’s gain is effectively connected with the conduct of a U.S. trade or business).

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be refunded or credited against a holder’s U.S. federal income tax liability, if any, provided that such holder furnishes the required information to the Internal Revenue Service in a timely manner.

This summary of the material U.S. federal income tax consequences is for general information purposes only and is not tax advice. Holders of common stock should consult their tax advisors as to the specific tax consequences to them of the Merger, including the applicability and effect of the alternative minimum tax and the effect of any federal, state, local, foreign or other tax laws.

Completion of the Merger is conditioned on the consent to the transfer of control of the FCC Licenses (as defined in the Merger Agreement) by the FCC. The Company and Parent filed transfer of control applications on April 28, 2023 for the FCC Licenses and subsequently received the requisite consent from the FCC, which will remain valid until October 25, 2023.

To the extent the Existing Debt Agreement (as such term is defined in the Merger Agreement) remains outstanding, completion of the Merger is conditioned on the consent to the Merger and the Redemption by JPMorgan Chase Bank, N.A. On April 28, 2023, the Company and certain of its subsidiaries entered to an agreement with JPMorgan Chase Bank, N.A. pursuant to which JPMorgan Chase Bank, N.A. provided its consent to the Merger and the Redemption in connection with certain amendments to the Existing Debt Agreement.

If the Merger is completed, the Company Common Stock will be deregistered under the Exchange Act. As such, we would no longer be required to file periodic reports with the SEC with respect to the Company Common Stock.

In connection with the execution of the Merger Agreement, Holders, the Parent and the Company entered into the Letter Agreement. Subject to the terms and conditions set forth in the Letter Agreement, the Holders agreed, among other things, to vote the shares of Company Stock over which they have voting power in favor of the adoption of the Merger Agreement, the Merger and the other transactions contemplated thereby, and against any agreement, transaction or proposal that relates to a Competing Proposal (as defined in the Merger Agreement).

The Letter Agreement also contains certain restrictions on the transfer of shares of Company Stock beneficially owned by the Holders and includes a waiver of appraisal rights (including under Section 262 of the DGCL) by the Holders. The Letter Agreement will terminate upon the earliest to occur of: (a) the date the Merger Agreement is validly terminated in accordance with its terms, (b) October 16, 2023, (c) the Effective Time, (d) the effectiveness of any amendment, modification or supplement to the Merger Agreement that (i) decreases the amount of the Series A Redemption Price, the Series B Redemption Price, the number of shares of Company Preferred Stock to be purchased and redeemed in connection with the Company Preferred Redemption or the Common Per Share Merger Consideration, (ii) changes the form of the Common Per Share Merger Consideration or (iii) is otherwise materially adverse to the Holders or their interests or (e) the mutual written consent of the parties thereto.

As of the record date, the Company Stock held by the Holders represented approximately 81.91% of the voting power of the outstanding shares of Company Stock which represents a majority of the voting power of the outstanding shares of Company Stock required to approve the Merger Agreement.

The following is a summary of the material provisions of the Merger Agreement, a copy of which is attached to this proxy statement as Annex A and which is incorporated by reference into this proxy statement. This summary may not contain all of the information about the Merger Agreement that is important to you. We encourage you to read carefully the Merger Agreement in its entirety, as the rights and obligations of the parties thereto are governed by the express terms of the Merger Agreement and not by this summary or any other information contained in this proxy statement.

The following summary of the Merger Agreement, and the copy of the Merger Agreement attached hereto as Annex A to this proxy statement, are intended to provide information regarding the terms of the Merger Agreement and are not intended to modify or supplement any factual disclosures about the Company in its periodic and current reports filed with the SEC. In particular, the Merger Agreement and the related summary are not intended to be, and should not be relied upon as, disclosures regarding any facts and circumstances relating to the Company or its subsidiaries or affiliates. The Merger Agreement contains representations and warranties by the Company, Parent and Acquisition Sub that were made only for purposes of that agreement and as of specified dates. The representations, warranties and covenants in the Merger Agreement were made solely for the benefit of the parties to the Merger Agreement, may be subject to qualifications and limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and may apply contractual standards of materiality or material adverse effect that generally differ from those applicable to investors. In addition, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures. Moreover, the description of the Merger Agreement below does not purport to describe all of the terms of such agreement and is qualified in its entirety by reference to the full text of such agreement, a copy of which is attached hereto as Annex A to this proxy statement and which is incorporated herein by reference.

Additional information about the Company may be found elsewhere in this proxy statement and the Company’s other public filings. See section entitled “Where You Can Find Additional Information.”

At the Effective Time, Acquisition Sub, a wholly owned subsidiary of Parent, will merge with and into the Company and the separate corporate existence of Acquisition Sub will cease. The Company will be the surviving corporation in the Merger. As a result of the Merger, the Company will become a wholly owned subsidiary of Parent. Acquisition Sub was created solely for purposes of the Merger and has no material assets or operations of its own.

At the Effective Time, the certificate of incorporation and the amended and restated bylaws of the Company, as in effect immediately prior to the Effective Time will be amended and restated as of the effective time to be in the form of the certificate of incorporation and bylaws of Acquisition Sub, and as so amended will be the certificate of incorporation and bylaws of the surviving corporation (except in each case, the name of the surviving corporation will be Charah Solutions, Inc. and the indemnity provisions will be the same as those under the certificate of incorporation and the amended and restated bylaws of the Company as of the Effective Time). The directors of Acquisition Sub immediately before the Effective Time will be the initial directors of the surviving corporation and will hold office until their respective successors are duly elected or appointed and qualified, or until their earlier death, resignation or removal. The officers of Acquisition Sub at the Effective Time will be the initial officers of the surviving corporation and will hold office until their respective successors are duly elected or appointed and qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the surviving corporation.

The closing of the Merger will take place at 9:00 a.m. Eastern Time on a date to be specified by the Company and Parent, but no later than the third business day after the satisfaction or waiver of all of the conditions described in the section of this proxy statement entitled “—Conditions to the Merger” beginning on page 57

(other than any condition that by its nature cannot be satisfied until the closing of the Merger, but subject to satisfaction or waiver of any such condition), remotely by the electronic exchange of documents, unless another time, date or place is agreed to in writing by the Company and Parent.

The merger will become effective as of the date and time of the filing of the certificate of merger with the Secretary of State of the State of Delaware, or such later time as specified in the certificate of merger and as is agreed to by the Company and Parent.

The Merger Agreement provides that, at the Effective Time, each issued and outstanding share of Company Common Stock (other than (i) Company Common Stock owned by Parent, Acquisition Sub or any of their respective wholly owned subsidiaries (other than the Company), (ii) Company Common Stock owned by the Company or the Company’s subsidiaries, or (iii) Company Common Stock owned by holders who have properly exercised appraisal rights under Section 262 of the DGCL), will be cancelled and retired and shall cease to exist as issued or outstanding shares and will be converted into the right to receive $6.00 in cash, without interest. In addition, at the Effective Time, each share of our Series A Preferred Stock and each share of our Series B Preferred Stock, that is issued and outstanding immediately prior to the Effective Time will be purchased and redeemed by Parent pursuant to Section 8 of the Certificate of Designations of Series A Preferred Stock and Section 7 of the Certificate of Designations of Series B Preferred Stock in exchange for the Series A Redemption Price or the Series B Redemption Price, respectively. At the Effective Time, each share of Series A Preferred Stock that is converted into the right to receive the Series A Redemption Price will no longer be issued or outstanding and shall automatically be cancelled and shall cease to exist. At the Effective Time, each share of Series B Preferred Stock that is converted into the right to receive the Series B Redemption Price will no longer be issued or outstanding and shall automatically be cancelled and shall cease to exist.

Each share of Company Common Stock owned by Parent or its direct or indirect wholly owned subsidiaries immediately before the Effective Time will be cancelled and extinguished and no payment or other consideration will be made with respect to such shares. Each share of Company Common Stock held in the treasury of the Company will be cancelled and extinguished and no payment or other consideration will be made with respect to such shares.

Each share of common stock, par value $0.01 per share, of Acquisition Sub issued and outstanding immediately before the Effective Time will thereafter represent one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the surviving corporation.

Under the Merger Agreement, equity-based awards outstanding as of the Effective Time will be treated at the Effective Time as follows:

Restricted Stock Units. At the Effective Time, each then-outstanding RSU granted pursuant to the Equity Incentive Plan will immediately and fully vest and will be cancelled and converted into the right to receive an amount equal to the product of the Common Per Share Merger Consideration and the number of shares of Company Common Stock underlying such RSU (including any shares of Company Common Stock in respect of dividend equivalent units credited thereon), such amount to be paid in cash, less any required withholding taxes and without interest, to the holder of such RSU no later than the first payroll date that occurs more than two business days following the Effective Time (subject to any delay in payment required by Section 409A of the Code).

Performance Share Units. At the Effective Time, each then-outstanding PSU granted pursuant to the Equity Incentive Plan will immediately vest at the target level of performance and will be cancelled and converted into the right to receive an amount equal to the product of the Common Per Share Merger Consideration and the number of shares of Company Common Stock underlying such PSU (including any shares of Company Common Stock in respect of dividend equivalent units credited thereon), such amount to be paid in cash, less any required withholding taxes and without interest, to the holder of such PSU no later than the first payroll date that occurs more than two business days following the Effective Time (subject to any delay in payment required by Section 409A of the Code).

Pursuant to the Merger Agreement, shares of Company Stock held by a holder who is entitled to, and has properly exercised such holder’s demand for, appraisal of such holder’s shares of Company Stock in accordance with Section 262 of the DGCL and as of the Effective Time has neither effectively withdrawn nor lost such holder’s right to such appraisal (such shares, “dissenting shares”), will not be converted into or represent a right to receive cash pursuant to the Merger Agreement, but the holder of such dissenting shares will be entitled to receive payment of the fair value of such dissenting shares in accordance with the provisions of Section 262 of the DGCL provided that if any such holder of dissenting shares fails to perfect or effectively withdraws or waives or otherwise loses such holder’s right to appraisal under Section 262 of the DGCL or a court of competent jurisdiction determines that such holder is not entitled to the relief provided by Section 262 of the DGCL, such holder’s Company Stock shall be deemed to have been converted into, as of the Effective Time, the right to receive the Merger Consideration, without any interest thereon, and such shares will not thereafter be deemed to be dissenting shares.

Before the Effective Time, Parent will designate a bank or trust company to act as paying agent to receive the funds necessary to make payments under the Merger Agreement. When and as needed, Parent will deposit, or will cause to be deposited, in trust with the paying agent in a separate account for the benefit of the holders of the Company Stock funds required for the aggregate merger consideration.

As soon as reasonably practicable after the Effective Time (but no later than two business days following the Effective Time), Parent will cause the paying agent to mail to each holder of record of book-entry shares whose shares of Company Stock were converted into the right to receive the Merger Consideration, a letter of transmittal and instructions on how to surrender certificates representing such Company Stock in exchange for the Merger Consideration. Each holder of book-entry shares may thereafter until the first anniversary of the Effective Time surrender such book-entry shares to the paying agent. Upon delivery of a properly completed letter of transmittal, duly executed and completed in accordance with the instructions thereto, and the surrender of book-entry shares on or before the first anniversary of the Effective Time, Parent will cause the paying agent to pay the holder of such book-entry shares, in exchange therefor, cash in an amount equal to the applicable Merger Consideration multiplied by the number of shares of Company Common Stock, Series A Preferred Stock and/or Series B Preferred Stock, as applicable, represented by such certificate or book-entry share. The Merger Consideration paid upon the surrender of book-entry shares in accordance with the Merger Agreement will be deemed to have been paid in full satisfaction of all rights pertaining to shares of the Company Stock previously represented by such certificates and book-entry shares.

If payment of the Merger Consideration in respect of cancelled shares of Company Stock is to be made to a person other than the person in whose name surrendered certificates are registered, it will be a condition to such payment that:

At the Effective Time, the stock transfer books of the Company will be closed and there will not be any further registration of transfers of any shares of Company Stock thereafter on the records of the Company. From and after the Effective Time, the holders of certificates and book-entry shares will cease to have any rights with respect to any such certificates and book-entry shares, except as otherwise provided for in the Merger Agreement or by applicable law. Each book-entry share representing Company Stock that is surrendered will be cancelled. You should not send in any evidence of Company Stock ownership until you receive a letter of transmittal with instructions from the paying agent. Do not send any information with your proxy card.

The Merger Agreement contains representations and warranties made by the Company, Parent and Acquisition Sub. The statements embodied in those representations and warranties were made for purposes of the Merger Agreement and are subject to qualifications and limitations agreed to by the parties in connection with negotiating the terms of the Merger Agreement (including in the confidential disclosure letter delivered by the

Company to Parent in connection therewith). In addition, some of those representations and warranties were made as of specified dates, may be subject to a contractual standard of materiality or material adverse effect different from that generally applicable to stockholders or may have been used for the purpose of allocating contractual risk between the parties to the Merger Agreement rather than establishing matters as facts.

The representations and warranties made by the Company (including, in certain cases, with respect to its subsidiaries) relate to, among other things, the following:

Many of the Company’s representations and warranties are qualified as to, among other things, “materiality” or “Company Material Adverse Effect.” For purposes of the Merger Agreement, “Company Material Adverse Effect” means an effect, individually or in the aggregate, which has or would reasonably be expected to, (i) prevent, materially delay, materially impair or have a material adverse effect on the ability of the Company to consummate the Merger and the other transactions contemplated thereby or (ii) have a material adverse effect on the business, results of operations or condition of the Company and its subsidiaries, taken as a whole, except to the extent such material adverse effect under clause (ii) results from:

The representations and warranties made by Parent and Acquisition Sub to the Company are more limited and relate to, among other things, the following:

Certain of the representations and warranties of Parent and Acquisition Sub are qualified as to, among other things, “materiality” or certain events, changes, circumstances, effects, developments or state of facts that would reasonably be expected to prevent or materially delay or materially impair the ability of Parent or Acquisition Sub to satisfy its obligations under the Merger Agreement.

The representations and warranties contained in the Merger Agreement will terminate upon the earlier of the Effective Time or the termination of the Merger Agreement pursuant to its terms.

The Company has agreed to covenants in the Merger Agreement that affect the conduct of its business and that of its subsidiaries between the date of the Merger Agreement and the Effective Time (or the earlier termination of the Merger Agreement). In addition, subject to certain exceptions specified in the Merger Agreement, required by applicable law or as agreed to by the parties, unless Parent gives its written consent, the Company and each of its subsidiaries are restricted from, among other things:

The Company agreed under the Merger Agreement, subject to certain exceptions described below, upon the execution of the Merger Agreement, to cease any discussions or negotiations with any parties that may then be ongoing with respect to a Competing Proposal or any inquiry or request that would reasonably be expected to lead to a Competing Proposal and to:

Additionally, until the earlier of the Effective Time and the Closing, subject to certain exceptions, the Company will not, nor will it permit any of its subsidiaries to, and will instruct their representatives not to:

In the event the Company receives a Competing Proposal or any inquiry or proposal that would reasonably be expected to lead to a Competing Proposal or any request for non-public information relating to the Company by any person that is reasonably likely to be considering or seeking to make, or to the knowledge of the Company, has made within the prior 12 months a Competing Proposal, deliver to Parent a written notice and keep Parent reasonably informed as to the general status of any discussions or negotiations.

In the event the Company receives a bona fide Competing Proposal that was made prior to the receipt of stockholder approval of the Merger Agreement and in circumstances not involving a breach of the Merger Agreement, the Company may in response to such Competing Proposal:

In addition, except as described below, neither the Board nor any committee thereof may:

Notwithstanding the restrictions described above, at any time prior to the receipt of stockholder approval of the Merger Agreement, in the event the Board determines in good faith, in response to a Superior Proposal made in circumstances not involving a breach of the Merger Agreement, after consultation with its legal and financial advisors, that such proposal constitutes a Superior Proposal, the Board may:

Such actions may only be taken if, (i) after providing Parent four business days’ prior written notice that the Board has received a Superior Proposal and specifying the material terms and conditions of the Superior Proposal, identifying the person making the Superior Proposal and providing notice of the action the Board has determined to take; (ii) the Company has negotiated in good faith with Parent during such four business days’ notice period, to the extent Parent requests to negotiate, to enable Parent to propose revisions to the terms of the Merger Agreement; (iii) after consideration of any written revisions to the terms of the Merger Agreement proposed by Parent, the Board determines in good faith (after consultation with legal and financial advisors) that the Superior Proposal would nevertheless continue to constitute a Superior Proposal; and (iv) there has not occurred any material amendment to the financial terms or any other material amendment of such Superior Proposal (or, if such an amendment has occurred, the Company has complied again with the requirements described above with respect to such amended Superior Proposal).

Under the Merger Agreement the Company has agreed to promptly (and in any event within 48 hours) provide notice to Parent in writing of any request for confidential information in connection with a Competing Proposal or that is reasonably likely to lead to any Competing Proposal, the material terms and conditions thereof and the identity of such person making such request or Competing Proposal and to keep Parent promptly advised of all significant developments related to such Competing Proposal.

In addition, and notwithstanding anything in the Merger Agreement to the contrary, the Board may at any time, in response to any material event or material circumstance with respect to the Company and its subsidiaries, taken as a whole, that (i) was not known by to the Board (or if known, the magnitude or consequences of which were not known, understood or reasonably foreseeable) as of or prior to the date of the Merger Agreement and (ii) does not take into consideration (A) the receipt or existence of any Competing Proposal, (B) any event resulting from breach of the Merger Agreement by the Company, (C) changes generally affecting any of the industries or markets in which the Company operates, (D) any failure by the Company to meet internal, analysts’ or other earnings estimates or financial projections, estimates, predictions or forecasts for any period in respect of revenues, earnings or other financial or operating metrics, or other financial performance or results of operations for any periods, or (E) any changes in the market price or trading volume of the Company Common Stock; provided that, with respect to the exceptions in clauses (D) and (E), the underlying causes of such changes may constitute, or be taken into account in determining whether there has been, an “Intervening Event” (an “Intervening Event”), withdraw or modify its approval, determination of advisability or recommendation of the Merger Agreement and the Merger in the event it determines in good faith, after consultation with its legal and financial advisors, that any such withdrawal or modification of its approval, determination of advisability or recommendation is required in order for the Board to comply with its fiduciary duties under applicable law. The Company has agreed to provide Parent five business days’ prior written notice that the Board intends to take such action and specifying, in reasonable detail, the reasons for such action and specifying the intervening event in reasonable detail and, if requested by Parent, to negotiate in good faith with Parent and its representatives related to revisions to the Merger Agreement so as to obviate the need for the Board to change its recommendation.

Under the Merger Agreement, “Competing Proposal” means any proposal or offer made by any person (other than Parent, Acquisition Sub or any of their respective Affiliates) or group of persons as defined in Section 13(d)(3) of the Exchange Act to purchase or otherwise acquire, directly or indirectly, in one transaction or a series of transactions, (A) beneficial ownership (as defined under Section 13(d) of the Exchange Act) of more than 20% of any class of equity securities of the Company pursuant to a merger, consolidation or other

business combination, sale of shares of capital stock, tender offer, exchange offer or similar transaction or (B) any one or more assets or businesses of the Company and its Subsidiaries that constitute more than 20% of the revenues or assets of the Company and its Subsidiaries, taken as a whole.

Under the Merger Agreement, “Superior Proposal” means a Competing Proposal (with all percentages in the definition of Competing Proposal increased to 70%) made by a third party on terms that the Board determines in good faith, after consultation with its legal counsel and financial advisors and considering such financial factors as the board of directors of the Company deems appropriate, are more favorable to the Company’s stockholders than the transactions contemplated by this Agreement (including any changes to the terms of this Agreement proposed to the Company by Parent in writing in response to such Competing Proposal).

Subject to the terms and conditions set forth in the Letter Agreement, the Holders agreed not to (i) initiate, solicit or knowingly encourage or facilitate the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, a Competing Proposal; (ii) enter into, engage in, maintain, continue or otherwise participate in any discussions or negotiations with, or furnish or otherwise make available any non-public information or data to, any person other than the Parent, or any of its affiliates or any of its respective representatives that is reasonably likely to be considering or seeking to make, or has made within the 12 months preceding the date of the Merger Agreement, a proposal relating to, or as would reasonably be expected to lead to a Competing Proposal; (iii) enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement, memorandum of understanding or other contract relating to, or that would reasonably be expected to lead to, a Competing Proposal; (iv) approve, endorse or recommend any Competing Proposal; (v) take any action to make any provision in the Company’s articles of incorporation or bylaws inapplicable to any transactions contemplated by the Competing Proposal; or (vi) agree, authorize or commit to do any of the foregoing.

The Company has agreed to, as soon as practicable after the date of the Merger Agreement, take all actions in accordance with applicable law, its constituent documents and the rules of the New York Stock Exchange, duly call, give notice of, convene and hold a special meeting of the Company’s stockholders for the purpose of considering and taking action upon stockholder approval of the Merger Agreement, which meeting is the subject of this proxy statement.

Prior to the closing of the Merger, the Company, Parent and Acquisition Sub have agreed to use their respective reasonable best efforts to take, or cause to be taken, all actions, and do, or cause to be done, all things necessary, proper or advisable under any applicable laws to consummate and make effective in the most expeditious manner possible the transactions contemplated by the Merger Agreement.

In addition, the Company and Parent have agreed to use reasonable best efforts to: