First Amendment and Waiver to May 2021 Financing, dated November 24, 2021

This First Amendment and Waiver (this “Amendment”) is made and entered into as of November 26, 2021 by and among Charge Enterprises, Inc., a Delaware corporation (the “Company”) and the purchasers signatory to the Purchase Agreement (as defined below) (each a, “Purchaser” and collectively, the “Purchasers”).

WHEREAS, pursuant to a Securities Purchase Agreement, dated as of May 19, 2021 (as amended and in effect from time to time, including any replacement agreement therefor, the “Purchase Agreement”), among the Company and the Purchasers, the Purchasers have extended credit to the Company as evidenced by certain Original Issue Discount Senior Secured Convertible Promissory Notes in the aggregate principal amount of $5,610,000 (together with any convertible notes issued in exchange therefor or replacement thereof, as the same may be amended, supplemented, restated or otherwise modified from time to time, the “Convertible Notes”) and certain Original Issue Discount Senior Secured Non-convertible Promissory Notes in the aggregate principal amount of and $11,032,609 (together with any non-convertible notes issued in exchange therefor or replacement thereof, as the same may be amended, supplemented, restated or otherwise modified from time to time, the “Non-Convertible Notes,” and together with the Convertible Notes, the “Notes”);

WHEREAS, pursuant to a Registration Rights Agreement, dated as of May 19, 2021 (as amended and in effect from time to time, including any replacement agreement therefor, the “Registration Rights Agreement”), among the Company and the Purchasers, the Company agreed to register the securities issued to the Purchasers pursuant to the Purchase Agreement;

WHEREAS, the Company and the Purchasers desire to amend the (i) Non-Convertible Notes to extend the Maturity Date of the Non-Convertible Notes for an additional one (1) year period such that the Non-Convertible Notes will become due and payable on November 19, 2023 and (ii) amend the Non-Convertible Notes and the Convertible Notes to remove the failure of having the Initial Registration Statement (as defined in the Registration Rights Agreement) declared effective on or prior to the six month anniversary of the date of the Notes as an Event of Default under the Notes.

NOW, THEREFORE, in consideration of the mutual agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: