ex_637814.htm

EX-99.1 3 ex_637814.htm EXHIBIT 99.1 ex_637814.htm

Exhibit 99.1

IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE

In re:

Charge Enterprises, Inc.,

Debtor.

Chapter 11

Case No. 24-10349 (TMH)

Docket Ref. No. 14

ORDER (I) SCHEDULING A COMBINED DISCLOSURE
STATEMENT APPROVAL AND PLAN CONFIRMATION HEARING, (II) ESTABLISHING A PLAN AND DISCLOSURE STATEMENT OBJECTION DEADLINE AND RELATED PROCEDURES, (III) APPROVING SOLICITATION AND RELATED PROCEDURES, (IV) APPROVING THE NOTICE PROCEDURES, (V) APPROVING NOTICE AND OBJECTION PROCEDURES FOR THE ASSUMPTION, ASSIGNMENT, AND REJECTION OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES, AND (VI) EXTENDING THE TIME AND, UPON CONFIRMATION, WAIVING THE REQUIREMENTS THAT SCHEDULES AND STATEMENTS BE FILED AND A CREDITORS’ MEETING BE CONVENED

Upon consideration of the motion (the “Motion”), of the Debtor for entry of an order, as more fully described in the Motion: (i) scheduling the Combined Hearing on the adequacy of the Combined Disclosure Statement and Plan and confirmation of the Plan of Reorganization; (ii) establishing the Objection Deadline and approving related procedures; (iii) approving the Solicitation Procedures and the Vote Tabulation Procedures; (iv) approving the Notice Procedures; (v) approving the Executory Contract Procedures; (vi) providing that (a) the deadline to file the Schedules and Statements, other than Schedule E/F, shall be extended until the Deadline, (b) the Creditors’ Meeting shall not be convened until the Deadline has passed, and (c) the requirement to file the Schedules and Statements, other than Schedule E/F, and convene the Creditors’ Meeting shall be waived without further order of the Court if the Plan of Reorganization is confirmed by the Deadline; and (vii) granting related relief; and upon the First Day Declaration; and the Court having jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334 and the Standing Order; and the Court having found that this is a core proceeding pursuant to 28 U.S.C. § 157(b)(2), and that the Court may enter a final order consistent with Article III of the United States Constitution; and the Court having found that venue of this proceeding and the Motion in this district is proper pursuant to 28 U.S.C. §§ 1408 and 1409; and the Court having found that the relief requested in the Motion is in the best interests of the Debtor, its estate, its creditors, and other parties in interest; and it appearing that proper and adequate notice of the Motion has been given and that no other or further notice is necessary; and the Court having reviewed the Motion and having heard the statements in support of the relief requested therein at a hearing before the Court (the “Hearing”); and the Court having determined that the legal and factual bases set forth in the Motion and at the Hearing establish just cause for the relief granted herein; and upon all of the proceedings had before the Court; and after due deliberation and sufficient cause appearing therefor; it is hereby

ORDERED, ADJUDGED AND DECREED that:

1. The Motion is GRANTED as set forth herein.

2. The Court shall hold the Combined Hearing, at which time the Court will consider, among other things, the adequacy and confirmation of the Combined Disclosure Statement and Plan, on April 23, 2024 at 1:00 p.m. (prevailing Eastern Time). Any objections to the Combined Disclosure Statement and Plan must be filed and served upon counsel to the Notice Parties by April 12, 2024 at 4:00 p.m. (prevailing Eastern Time) (the “Objection Deadline”).

3. Any objections to the adequacy of the Combined Disclosure Statement and Plan or confirmation of the Plan of Reorganization must:

be in writing;

comply with the Bankruptcy Rules and the Local Rules;

state the name and address of the objecting party and the amount and nature of the Claim or Interest beneficially owned by such entity;

state with particularity the legal and factual basis for such objections, and, if practicable, a proposed modification to the Combined Disclosure Statement and Plan that would resolve such objection; and

be filed with the Court with proof of service thereof and served upon the Notice Parties by the Objection Deadline.

4. Any objections not satisfying the requirements of this Order shall not be considered and shall be overruled unless otherwise ordered by the Court.

5. To the extent that section 1125(b) of the Bankruptcy Code requires that the Debtor’s prepetition solicitation of acceptances for the Plan of Reorganization to be pursuant an approved disclosure statement to continue on a postpetition basis, the Court conditionally approves the Combined Disclosure Statement and Plan as having adequate information as required by section 1125 of the Bankruptcy Code, without prejudice to any party in interest objecting to the Combined Disclosure Statement and Plan at the Combined Hearing.

6. The solicitation of acceptances or rejections of the Plan of Reorganization in accordance with this Order by the use of the Combined Disclosure Statement and Plan and the Combined Hearing Notice shall be deemed to be in good faith within the meaning of section 1125(e) of the Bankruptcy Code.

7. The Notice Procedures utilized by the Debtor as set forth in the Motion satisfy the requirements of the Bankruptcy Code and the Bankruptcy Rules and are approved. The form of the Combined Hearing Notice, substantially in the form attached hereto as Exhibit 1, the Publication Notice, substantially in the form attached hereto as Exhibit 2, the Unimpaired Notice of Non-Voting Status, substantially in the form attached to the Motion as Exhibit 3, and the Impaired Notice of Non-Voting Status, substantially in the form attached to the Motion as Exhibit 4, comply with the requirements of the Bankruptcy Code and the Bankruptcy Rules, constitute a court-approved summary under Bankruptcy Rule 3017(d), and are approved. The Combined Hearing Notice shall be served via email where authorized under Local Rules, and via regular mail where email service is not authorized.

8. The Combined Hearing Notice shall be served on all known registered holders of CRGE Stock. All registered holders of CRGE Stock, as applicable, served with the Combined Hearing Notice shall be required to serve such Combined Hearing Notice on any holder for whose benefit such registered holder holds CRGE Stock.

9. The Debtor is authorized to enter into transactions to cause the Publication Notice to be published in the New York Times within eight (8) business days after entry of this Order (or as soon as reasonably practicable thereafter), and to make reasonable payments required for such publication.

10. The Voting Record Date and the Voting Deadline are approved.

11. The Executory Contract Procedures are approved. The Debtor shall file and serve the Rejection Schedule at least seven (7) days prior to the Combined Hearing.

12. Without amending or altering any prior order of the Court approving the assumption or rejection of any executory contracts and unexpired leases, entry of the Confirmation Order by the Court shall constitute approval of the assumptions and rejections, as applicable, pursuant to sections 365(a), 365(f), and 1123 of the Bankruptcy Code. To the extent any provision in any executory contracts and unexpired leases assumed pursuant to the Plan of Reorganization (including, without limitation, any “change of control” provision) conditions, restricts or prevents, or purports to restrict or prevent, or is breached or deemed breached by, the applicable assumption of such executory contract or unexpired lease, or that terminates or modifies such executory contract or unexpired lease or allows the counterparty to such executory contract or lease to terminate, modify, recapture, impose any penalty, condition renewal or extension, or modify any term or condition upon any such assumption, then such provision shall be deemed void and of no force or effect such that the transactions contemplated by the Combined Disclosure Statement and Plan shall not entitle the non-debtor party thereto to terminate or modify such executory contract or unexpired lease or to exercise any other default-related rights with respect thereto. Confirmation of the Plan of Reorganization and consummation of the transactions contemplated thereby shall not constitute a change of control under any executory contract or unexpired lease assumed by the Debtor on or prior to the Effective Date.

13. The Solicitation Procedures utilized by the Debtor for distribution of the Solicitation Packages as set forth in the Motion in soliciting acceptances and rejections of the Plan of Reorganization, the form of Ballot attached to the Motion as Exhibit E, and the Vote Tabulation Procedures set forth in the Motion satisfy the requirements of the Bankruptcy Code and the Bankruptcy Rules and are conditionally approved, with final approval to be granted at the Combined Hearing, if appropriate.

14. The Debtor is not required to mail a copy of the Combined Disclosure Statement and Plan to holders of claims that are unimpaired and conclusively presumed to accept the Plan of Reorganization or impaired and conclusively presumed to reject the Plan. All holders of claims conclusively presumed to accept the Plan of Reorganization shall receive the Combined Hearing Notice and Unimpaired Notice of Non-Voting Status. All holders of claims conclusively presumed to reject the Plan of Reorganization shall receive the Combined Hearing Notice and Impaired Notice of Non-Voting Status. The Combined Hearing Notice shall contain a QR Code to electronically access all documents contained in the Solicitation Package. The Debtor is not otherwise required to provide a copy of the Combined Disclosure Statement and Plan to any holders of claims conclusively presumed to accept or reject the Plan of Reorganization but will do so upon request from such holders of claims.

15. The time within which the Debtor shall file its Schedules and Statements, other than Schedule E/F, is extended through and including April 24, 2024 (the “Deadline”), without prejudice to the Debtor’s rights to seek further extensions of the time within which to file the Schedules and Statements or to seek additional relief from this Court regarding the filing of, or waiver of the requirement to file, the Schedules and Statements.

16. The requirement that the Debtor file the Schedules and Statements is permanently waived effective upon the date of approval and confirmation of the Combined Disclosure Statement and Plan, provided confirmation occurs on or before April 24, 2024.

17. The Creditors’ Meeting shall be deferred until after the Deadline has passed and shall be waived unless the Combined Disclosure Statement and Plan is not approved and the Plan of Reorganization is not confirmed by April 24, 2024.

18. Nothing contained in the Motion or this Order shall be deemed or construed as an admission as to the validity or priority of any claim or lien against the Debtor or as a waiver of the Debtor’s rights to dispute any claim or lien.

19. All time periods set forth in this Order shall be calculated in accordance with Bankruptcy Rule 9006(a).

20. Notice of the Motion as provided therein shall be deemed good and sufficient notice of such Motion and the requirements of Bankruptcy Rule 6004(a) and the Local Rules are satisfied by such notice.

21. The Debtor is authorized to take all actions necessary to effectuate the relief granted in this Order in accordance with the Motion.

22. Notwithstanding any provision in the Federal Rules of Bankruptcy Procedure to the contrary, (i) the terms of this Order shall be immediately effective and enforceable upon entry, (ii) the Debtor is not subject to any stay in the implementation, enforcement, or realization of the relief granted in this Order, and (iii) the Debtor may, in its discretion and without further delay, take any action and perform any act authorized under this Order.

23. The Court retains jurisdiction with respect to all matters arising from or related to the interpretation or implementation of this Order.

Exhibit 1

Combined Hearing Notice

IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE

In re:

Charge Enterprises, Inc.,

Debtor.

Chapter 11

Case No. 24-10349 (TMH)

Plan/Disclosure Statement Objection Deadline:

April 12, 2024, at 4:00 p.m. (ET)

Contract Objection Deadline: {♦}, 2024, at 4:00 p.m. (ET)

Combined Hearing: April 23, 2024, at 1:00 p.m. (ET)

Docket Ref. Nos. {♦}

NOTICE OF (A) COMMENCEMENT OF PREPACKAGED
CHAPTER 11 BANKRUPTCY CASES, (B) COMBINED HEARING
ON THE DEBTOR’S COMBINED DISCLOSURE STATEMENT AND
PREPACKAGED CHAPTER 11 PLAN OF REORGANIZATION, AND
RELATED MATTERS, (C) ASSUMPTION OF EXECUTORY CONTRACTS
AND UNEXPIRED LEASES AND CURE COSTS, (D) OBJECTION DEADLINES,
AND (E) SUMMARY OF THE PLAN OF REORGANIZATION

NOTICE IS HEREBY GIVEN as follows:

On March 7, 2024 (the “Petition Date”), Charge Enterprises, Inc. (the “Debtor”), the debtor and debtor in possession in the above-captioned chapter 11 case (the “Chapter 11 Case”) filed with the United States Bankruptcy Court for the District of Delaware (the “Court”) a chapter 11 bankruptcy petition. On the same date, the Debtor filed the proposed Debtor’s Combined Disclosure Statement and Prepackaged Chapter 11 Plan of Reorganization (as amended, modified, or supplemented from time to time, the “Combined Disclosure Statement and Plan” and, the consensual prepackaged plan of reorganization set forth in Articles II–XIV therein, the “Plan of Reorganization”) pursuant to sections 1125 and 1126(b) of title 11 of the United States Code, 11 U.S.C. §§ 101–1532 (the “Bankruptcy Code”). A copy of the Combined Disclosure Statement and Plan is available for inspection on the Court’s website at www.deb.uscourts.gov or free of charge on the Debtor’s restructuring website at https://dm.epiq11.com/ChargeEnterprises. The Combined Disclosure Statement and Plan also may be obtained upon request of the Debtor’s proposed counsel at the address specified below and is on file with the Clerk of the Bankruptcy Court, 824 North Market Street, Third Floor, Wilmington, Delaware 19801, where it is available for review between the hours of 8:00 a.m. to 4:00 p.m. (prevailing Eastern Time).

The Plan of Reorganization is a “prepackaged” plan of reorganization agreed to by the Debtor and the Prepetition Lenders. The primary purpose of the Plan of Reorganization is to substantially deleverage the reorganized enterprise. More specifically, the Plan of Reorganization provides for the reorganization of the Debtor as a going concern and the resolution of all Claims against and Equity Interests in the Debtor in the Chapter 11 Case. The Debtor believes that any valid alternative to confirmation of the Plan of Reorganization would result in significant delays, litigation, and additional costs, and, ultimately, would jeopardize recoveries for holders of Allowed Claims.

The Debtor will be filing a schedule of creditors that it believes holds unsecured claims, and the amount of such claims by March 21, 2024. Your claim will be allowed in the amount scheduled unless: your claim is designated as disputed, contingent, or unliquidated; you file a proof of claim in a different amount; or you receive another notice. If your claim is not scheduled or if your claim is designated as disputed, contingent, or unliquidated, you must file a proof of claim or you might not be paid on your claim and you might be unable to vote on a plan. You may file a proof of claim even if your claim is scheduled. The deadline to file proofs of claims will be established by the Plan of Reorganization, if confirmed.

Information Regarding the Chapter 11 Case: On the Petition Date, the Debtor filed with the Court a petition for reorganization relief under chapter 11 of the Bankruptcy Code. You may be a creditor of the Debtor. This notice lists important deadlines. You may want to consult an attorney to protect your rights. You may not receive all documents filed in the Chapter 11 Case. All documents filed with the Court are available for inspection at the Clerk of the Bankruptcy Court, 824 North Market Street, 3rd Floor, Wilmington, Delaware 19801, between the hours of 8:00 a.m. to 4:00 p.m. (prevailing Eastern Time) and on the Debtor’s restructuring website at https://dm.epiq11.com/ChargeEnterprises.

Notice to Holders of Ordinary Shares in Charge Enterprises, Inc.: On March __, 2024, this Court entered the Interim Order (I) Establishing Notification Procedures and Approving Restrictions on Certain Transfers of, or Worthless Stock Deductions with Respect to, Stock of the Debtor and (II) Granting Related Relief [Docket No. __] (the “Stock Procedures Order”), establishing procedures surrounding certain transfers of Ordinary Shares in Charge Enterprises, Inc. and restricting the ability of certain shareholders to take worthless stock deductions on their income tax returns with respect to their shares in Charge Enterprises, Inc. All registered holders of Ordinary Shares in Charge Enterprises, Inc. have been served with a copy of this notice. For a full description of these procedures, a copy of the Stock Procedures Order is available for inspection on the Court’s website at www.deb.uscourts.gov or free of charge on the Debtor’s restructuring website at https://dm.epiq11.com/ChargeEnterprises, or may be obtained upon request of the Debtor’s proposed counsel at the address specified below.

Objections to the Plan of Reorganization or Disclosure Statement: Any objection (each, a “Plan/Disclosure Statement Objection”) to the Combined Disclosure Statement and Plan must: (a) be in writing; (b) comply with the Federal Rules of Bankruptcy Procedure and the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware; (c) state the name and address of the objecting party and the amount and nature of the Claim or Interest beneficially owned by such entity; and (d) state with particularity the legal and factual basis for such objections, and, if practicable, a proposed modification to the Plan of Reorganization that would resolve such objection.

Plan/Disclosure Statement Objections must be filed with the Court and served upon the following parties (collectively, the “Notice Parties”) no later than April 12, 2024, at 4:00 p.m. (Eastern Time): (a) counsel to the Debtor: Faegre Drinker Biddle & Reath LLP (Attn: Patrick A. Jackson, Ian J. Bambrick, and Sarah E. Silveira); (b) counsel to the Prepetition Lenders: White & Case LLP (Attn: Harrison Denman) and Richards, Layton & Finger, P.A. (Attn: Paul N. Heath and Amanda R. Steele); (c) the Office of the United States Trustee (Attn: Rosa Sierra-Fox); and (d) counsel to any statutory committees appointed in the Chapter 11 Case.

Notice to Counterparties to Executory Contracts and Unexpired Leases: You or one of your affiliates may be a counterparty to one or more contracts or leases that may be Executory Contracts or Unexpired Leases with the Debtor. In that event, except as otherwise provided in the Plan of Reorganization, each Executory Contract and Unexpired Lease not previously assumed or rejected shall be deemed automatically assumed pursuant to sections 365 and 1123 of the Bankruptcy Code as of the Effective Date, other than: (i) those identified on the Rejection Schedule; (ii) those that have been previously rejected by a Final Order; (iii) those that are the subject of a motion to reject that is pending on the Confirmation Date; (iv) those that are subject to a motion to reject pursuant to which the requested effective date of such rejection is after the Effective Date, or (v) those that are otherwise rejected pursuant to the terms of the Plan of Reorganization.

As set forth in the Plan of Reorganization, entry of the Confirmation Order by the Court shall constitute an order approving the assumption of all Executory Contracts and Unexpired Leases other than those identified in clauses (i), (ii), (iii), and (iv) of the foregoing paragraph, pursuant to sections 365(a) and 1123 of the Bankruptcy Code as of the Effective Date or as otherwise set forth in the Plan Supplement. Each Executory Contract and Unexpired Lease assumed pursuant to the Plan of Reorganization or by Bankruptcy Court order shall re-vest in and be fully enforceable by the applicable contracting Reorganized Debtor in accordance with its terms.

The proposed Cure Claim for any Executory Contract or Unexpired Lease that is assumed pursuant to the Plan of Reorganization shall be zero dollars unless otherwise indicated on a Cure Notice. No later than the filing date of the Plan Supplement, to the extent not previously filed with the Court and served on affected counterparties, the Debtor shall provide for the Cure Notice to be sent to applicable contract and lease counterparties, together with procedures for objecting thereto and resolution of disputes by the Court.

As set forth in the Plan of Reorganization, entry of the Confirmation Order by the Court shall constitute an order approving such rejections pursuant to sections 365 and 1123 of the Bankruptcy Code as of the Effective Date or as otherwise set forth in the Plan Supplement.

ASSUMPTION OF ANY EXECUTORY CONTRACT OR UNEXPIRED LEASE PURSUANT TO THE PLAN OF REORGANIZATION OR OTHERWISE SHALL RESULT IN THE FULL RELEASE AND SATISFACTION OF ANY CLAIMS, OBLIGATIONS OR DEFAULTS, WHETHER MONETARY OR NONMONETARY, INCLUDING DEFAULTS OF PROVISIONS RESTRICTING THE CHANGE IN CONTROL OR OWNERSHIP INTEREST COMPOSITION, FAILURE TO COMPLY WITH OBLIGATIONS ARISING FROM PROVISIONS RESTRICTING THE CHANGE IN CONTROL OR OWNERSHIP INTEREST COMPOSITION OR OTHER BANKRUPTCY-RELATED DEFAULTS, ARISING UNDER ANY ASSUMED EXECUTORY CONTRACT OR UNEXPIRED LEASE AT ANY TIME BEFORE THE DATE THE DEBTOR OR THE REORGANIZED DEBTOR ASSUMES SUCH EXECUTORY CONTRACT OR UNEXPIRED LEASE. ANY PROOFS OF CLAIM FILED WITH RESPECT TO AN EXECUTORY CONTRACT OR UNEXPIRED LEASE THAT HAS BEEN ASSUMED SHALL BE DEEMED DISALLOWED AND EXPUNGED, WITHOUT FURTHER NOTICE TO OR ACTION, ORDER OR APPROVAL OF THE COURT.

Objections to the Assumption or Rejection of Executory Contracts and Unexpired Leases and/or Cure Claim: If you wish to object to the proposed assumption or rejection of your Executory Contract or Unexpired Lease or to the Cure Claim associated with your Executory Contract or Unexpired Lease (all such objections, “Contract Objections”), your Contract Objection must: (a) be in writing; (b) comply with the Federal Rules of Bankruptcy Procedure and the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware; and (c) set forth the name of the objecting party, the basis for the objection, and the specific grounds therefor.

Contract Objections must be filed with the Court and served on the Debtor’s proposed counsel at the addresses specified below by the date as may be provided in the applicable Cure Notice or the Plan of Reorganization. Any counterparty to an Executory Contract or Unexpired Lease that fails to object timely to the proposed assumption or Cure Claim will be deemed to have assented to such assumption or Cure Claim.

UNLESS A PLAN/DISCLOSURE STATEMENT OBJECTION OR A CONTRACT OBJECTION IS TIMELY SERVED AND FILED IN ACCORDANCE WITH THIS NOTICE, IT MAY NOT BE CONSIDERED BY THE COURT.

Hearing on Confirmation of the Plan of Reorganization, the Adequacy of the Combined Disclosure Statement and Plan, Assumption and Rejection of Executory Contracts
and Unexpired Leases, and Proposed Cure Costs

The hearing (the “Combined Hearing”) will be held before the Honorable Thomas M. Horan, United States Bankruptcy Judge, at the United States Bankruptcy Court, 824 North Market Street, Wilmington, Delaware, 19801, on April 23, 2024, at 1:00 p.m. (prevailing Eastern Time) to consider the adequacy of the Combined Disclosure Statement and Plan, confirmation of the Plan of Reorganization, the assumption of Executory Contracts and Unexpired Leases, and the proposed Cure Claims, any objections to any of the foregoing, and any other matter that may properly come before the Court. Please be advised that the Combined Hearing may be continued from time to time by the Court or the Debtor without further notice other than by such adjournment being announced in open court or by a notice of adjournment filed with the Court and served on other parties entitled to notice.

Summary of Classification, Impairment, and Voting Status

The following chart summarizes the classification of Claims and Interests provided by the Plan of Reorganization and indicates the voting status of each class.

Classification, Impairment, and Voting Status of Claims and Interests
Class	Description	Status	Voting Rights
1	Other Priority Claims	Unimpaired	Not Entitled to Vote (Presumed to Accept)
2	Prepetition Lender Claims	Impaired	Entitled to Vote
3	Other Secured Claims	Unimpaired	Not Entitled to Vote (Presumed to Accept)
4	General Unsecured Claims	Unimpaired	Not Entitled to Vote (Presumed to Accept)
5	Section 510(b) Claims	Impaired	Not Entitled to Vote (Presumed to Reject)
6	Other Subordinated Claims	Impaired	Not Entitled to Vote (Presumed to Reject)
7	Series C Preferred Interests	Impaired	Not Entitled to Vote (Presumed to Reject)
8	Series D Preferred Interests	Impaired	Not Entitled to Vote (Presumed to Reject)
9	Series E Preferred Interests	Impaired	Not Entitled to Vote (Presumed to Reject)
10	Common Interests	Impaired	Not Entitled to Vote (Presumed to Reject)

Discharge, Injunction, Exculpation, and Release

YOU ARE ADVISED TO CAREFULLY REVIEW AND CONSIDER THE COMBINED DISCLOSURE STATEMENT AND PLAN, INCLUDING THE DISCHARGE, INJUNCTION, EXCULPATION, AND RELEASE PROVISIONS, DESCRIBED BELOW, AS YOUR RIGHTS MIGHT BE AFFECTED.

Relevant Definitions

“Ds & Os” means, collectively, the Directors and Officers (each of whom is a “D&O”). For the avoidance of doubt, the Ds & Os do not include any individual who previously served as a director or officer of the Debtor but is not a Director or Officer as defined herein.

“Exculpated Party” means each of the following in its capacity as such: (a) the Debtor; (b) the Debtor’s post-petition officers, directors, trustees, principals, employees, agents, financial advisors, attorneys, accountants, investment bankers, consultants, and representatives (including specifically the Ds & Os and the Professionals); and (c) Arena.

“Released Parties” means, collectively, (i) Arena, (ii) the Arena Related Parties, and (iii) the Ds & Os (each of whom is a “Released Party”).

Article IX, Section 9.1—Discharge of Claims and Termination of Interests

Pursuant to section 1141(d) of the Bankruptcy Code, and except as otherwise specifically provided in the Plan of Reorganization or in any contract, instrument, or other agreement or document created pursuant to the Plan of Reorganization, the distributions, rights, and treatment that are provided in the Plan of Reorganization shall be in complete satisfaction, discharge, and release, effective as of the Effective Date, of Claims, Interests, and Causes of Action of any nature whatsoever, including any interest accrued on Claims from and after the Petition Date, whether known or unknown, against, liabilities of, Liens on, obligations of, rights against, and Interests in, the Debtor or any of its assets or properties, regardless of whether any property shall have been distributed or retained pursuant to the Plan of Reorganization on account of such Claims and Interests, including demands, liabilities, and Causes of Action that arose before the Effective Date, any liability to the extent such Claims or Causes of Action accrued before the Effective Date, and all debts of the kind specified in sections 502(g), 502(h), or 502(i) of the Bankruptcy Code, in each case whether or not: (1) a Proof of Claim based upon such debt or right is filed or deemed filed pursuant to section 501 of the Bankruptcy Code; (2) a Claim based upon such debt or right is Allowed pursuant to section 502 of the Bankruptcy Code; or (3) the holder of such a Claim or Interest has accepted the Plan of Reorganization. Unless expressly provided in the Plan of Reorganization, the Confirmation Order shall be a judicial determination of the discharge of all Claims and Interests subject to the Effective Date occurring.

For the avoidance of doubt, pursuant to section 1124(e) of the Bankruptcy Code, the discharge of any Debt of the Debtor under Section 9.1 of the Plan of Reorganization does not affect the liability of any other Entity on, or the property of any other Entity for, such Debt.

Article IX, Section 9.4—Releases by the Debtor

Pursuant to section 1123(b) of the Bankruptcy Code, for good and valuable consideration, on and after the Effective Date, each Released Party is deemed released and discharged by the Debtor and its Estate from any and all Causes of Action, including any derivative claims asserted on behalf of the Debtor or its Subsidiaries, that the Debtor or its Estate would have been legally entitled to assert in their own right (whether individually or collectively) or on behalf of the holder of any Claim or Interest, or that any holder of any Claim or Interest could have asserted on behalf of the Debtor or its Subsidiaries, including, without limitation, any Causes of Action based on or relating to, or in any manner arising from, in whole or in part:

(a)

the Debtor, the Debtor’s in- or out-of-court restructuring efforts, intercompany transactions, the formulation, preparation, dissemination, negotiation, or filing of the Plan Documents;

(b)

any Plan Document, contract, instrument, release, or other agreement or document (including providing any legal opinion requested by any Entity regarding any transaction, contract, instrument, document, or other agreement contemplated by the Plan of Reorganization or the reliance by any Released Party on the Plan of Reorganization or the Confirmation Order in lieu of such legal opinion) created or entered into in connection with the Plan of Reorganization;

(c)

the Chapter 11 Case, the Plan of Reorganization, the RSA, the DIP Term Sheet, the filing of the Chapter 11 Case, the pursuit of Confirmation, the pursuit of Consummation, the administration and implementation of the Plan of Reorganization, including the distribution of property under the Plan of Reorganization or any other related agreement; or

(d)

the business or contractual arrangements between any Debtor and any Released Party, and any other act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date relating to any of the foregoing.

Notwithstanding anything to the contrary in the foregoing, the releases set forth above do not release (i) any Company D&O Claims that are or may be covered by the Debtor’s D&O Liability Insurance Policies (as determined in good faith by the Reorganized Debtor), except to the extent set forth in Section 5.1(i) of the Plan of Reorganization, or (ii) any post-Effective Date obligations of any party or Entity under the Plan of Reorganization, any Plan Document, or any document, instrument, or agreement (including those set forth in the Plan Supplement) executed to implement the Plan of Reorganization.

Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval of the release set forth in Section 9.4 of the Plan of Reorganization, which includes by reference each of the related provisions and definitions contained herein, and further, shall constitute the Bankruptcy Court’s finding that such release is: (a) in exchange for the good and valuable consideration provided by the Released Parties; (b) in the best interests of the Debtor and all Holders of Claims; (c) fair, equitable, and reasonable; (d) given and made after due notice and opportunity for hearing; and (e) a bar to the Debtor, or anyone claiming by or through the Debtor, asserting any Claim or Cause of Action released by Section 9.4 of the Plan of Reorganization.

Article IX, Section 9.5—Exculpation

Except as otherwise specifically provided in the Plan of Reorganization, no Exculpated Party shall have or incur, and each Exculpated Party is hereby released and exculpated from any Cause of Action related to any act or omission in connection with, relating to, or arising out of, the RSA, the Chapter 11 Case, the Plan of Reorganization, or any Plan Document, contract, instrument, release or other agreement or document (including providing any legal opinion requested by any Entity regarding any transaction, contract, instrument, document, or other agreement contemplated by the Plan of Reorganization or the reliance by any Exculpated Party on the Plan of Reorganization or the Confirmation Order in lieu of such legal opinion) created or entered into in connection with the Plan of Reorganization, the filing of the Chapter 11 Case, the pursuit of Confirmation, the pursuit of Consummation, the administration and implementation of the Plan of Reorganization, including the distribution of property under the Plan of Reorganization or any other related agreement (“Exculpated Acts or Omissions”), provided that any act or omission that is determined in a Final Order to have constituted actual fraud, willful misconduct, or gross negligence shall not be considered an Exculpated Act or Omission, provided further that in all respects the Exculpated Parties shall be entitled to reasonably rely upon the advice of counsel with respect to their duties and responsibilities pursuant to the Plan of Reorganization.

For the avoidance of doubt, the exculpation set forth above does not provided for exculpation or release of any Cause of Action of the Debtor (i) against any advisor that arose prior to the Petition Date for any act or omission that was not an Exculpated Act or Omission, or (ii) against any former director or officer of the Debtor.

Article IX, Section 9.6—Injunction

Except as otherwise expressly provided in the Plan of Reorganization or for obligations issued or required to be paid pursuant to the Plan of Reorganization or Confirmation Order, all Entities who have held, hold, or may hold Causes of Action that have been released or exculpated pursuant to Sections 5.1, 9.4, or 9.5 of the Plan of Reorganization, or Claims or Interests that have been discharged pursuant to Section 9.1 of the Plan of Reorganization, are permanently enjoined, from and after the Effective Date, from taking any of the following actions against, as applicable, the Debtor, the Subsidiaries, the Reorganized Debtor, the Released Parties, or the Exculpated Parties: (a) commencing or continuing in any manner any action or other proceeding of any kind on account of or in connection with or with respect to any such Causes of Action, Claims, or Interests, as applicable; (b) enforcing, attaching, collecting, or recovering by any manner or means any judgment, award, decree, or order against such Entities on account of or in connection with or with respect to any such Causes of Action, Claims, or Interests, as applicable; (c) creating, perfecting, or enforcing any Lien or encumbrance of any kind against such Entities or the property or the estates of such Entities on account of or in connection with or with respect to any such Causes of Action, Claims, or Interests, as applicable; (d) asserting any right of setoff, subrogation, or recoupment of any kind against any obligation due from such Entities or against the property of such Entities on account of or in connection with or with respect to any such Causes of Action, Claims, or Interests, as applicable; and (e) commencing or continuing in any manner any action or other proceeding of any kind on account of or in connection with or with respect to any such Causes of Action, Claims, or Interests released or settled pursuant to the Plan of Reorganization. Notwithstanding anything to the contrary in the foregoing, the injunction does not enjoin any party under the Plan of Reorganization or under any document, instrument, or agreement (including those set forth in the Plan Supplement) executed to implement the Plan of Reorganization from bringing an action to enforce the terms of the Plan of Reorganization or such document, instrument, or agreement (including those set forth in the Plan Supplement) executed to implement the Plan of Reorganization.

A copy of the Combined Disclosure Statement and Plan and any related documents can be obtained, free of charge at https://dm.epiq11.com/ChargeEnterprises or scanning the Quick Response Barcode below using the camera on a smart phone or tablet:

[PLACEHOLDER FOR QR CODE.]

Dated: {♦}, 2024
FAEGRE DRINKER BIDDLE & REATH LLP
/s/ DRAFT
Patrick A. Jackson (No. 4976) Ian J. Bambrick (No. 5455) Sarah E. Silveira (No. 6580) 222 Delaware Ave., Suite 1410 Wilmington, DE 19801 Tel: (302) 467-4200 Fax: (302) 467-4201 patrick.jackson@faegredrinker.com ian.bambrick@faegredrinker.com sarah.silveira@faegredrinker.com		Michael P. Pompeo (pro hac vice pending) Kyle R. Kistinger (pro hac vice pending) 1177 Avenue of the Americas, 41st Floor New York, NY 10036 Tel: (212) 248-3140 Fax: (212 248-3141 michael.pompeo@faegredrinker.com kyle.kistinger@faegredrinker.com
Michael T. Gustafson (pro hac vice pending) 320 South Canal Street, Suite 3300 Chicago, IL 60606 Tel: (312)569-1000 Fax: (312) 569-3000 mike.gustafson@faegredrinker.com
Proposed Counsel to the Debtor and Debtor in Possession

Exhibit 2

Publication Notice

IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE

In re:

Charge Enterprises, Inc.,

Debtor.

Chapter 11

Case No. 24-10349 (TMH)

Plan/Disclosure Statement Objection Deadline:

April 12, 2024, at 4:00 p.m. (ET)

Contract Objection Deadline: {♦}, 2024, at 4:00 p.m. (ET)

Combined Hearing: April 23, 2024, at 1:00 p.m. (ET)

Docket Ref. Nos. {♦}

NOTICE IS HEREBY GIVEN as follows:

On March 7, 2024 (the “Petition Date”), Charge Enterprises, Inc. (the “Debtor”), the debtor and debtor in possession in the above-captioned chapter 11 case (the “Chapter 11 Case”) filed with the United States Bankruptcy Court for the District of Delaware (the “Court”) a chapter 11 bankruptcy petition. On the same date, the Debtor filed a proposed Debtor’s Combined Disclosure Statement and Prepackaged Chapter 11 Plan of Reorganization (as amended, modified, or supplemented from time to time, the “Combined Disclosure Statement and Plan” and, the consensual prepackaged plan of reorganization set forth in Articles II–XIV therein, the “Plan of Reorganization”) pursuant to sections 1125 and 1126(b) of title 11 of the United States Code, 11 U.S.C. §§ 101–1532 (the “Bankruptcy Code”). A copy of the Combined Disclosure Statement and Plan is available for inspection on the Court’s website at www.deb.uscourts.gov or free of charge on the Debtor’s restructuring website at https://dm.epiq11.com/ChargeEnterprises. The Combined Disclosure Statement and Plan also may be obtained upon request of the Debtor’s proposed counsel at the address specified below and is on file with the Clerk of the Bankruptcy Court, 824 North Market Street, Third Floor, Wilmington, Delaware 19801, where it is available for review between the hours of 8:00 a.m. to 4:00 p.m. (prevailing Eastern Time).

UNLESS A PLAN/DISCLOSURE STATEMENT OBJECTION OR A CONTRACT OBJECTION IS TIMELY SERVED AND FILED IN ACCORDANCE WITH THIS NOTICE, IT MAY NOT BE CONSIDERED BY THE COURT.

Hearing on Confirmation of the Plan of Reorganization, the Adequacy of the
Combined Disclosure Statement and Plan, Assumption and Rejection of Executory Contracts and Unexpired Leases, and Proposed Cure Costs

Discharge, Injunction, Exculpation, and Release

ARTICLE IX OF THE COMBINED DISCLOSURE STATEMENT AND PLAN CONTAINS CERTAIN DISCHARGE, INJUNCTION, EXCULPATION, AND RELEASE PROVISIONS. YOU ARE ADVISED TO CAREFULLY REVIEW AND CONSIDER THE PLAN, INCLUDING THE DISCHARGE, INJUNCTION, EXCULPATION, AND RELEASE PROVISIONS AS YOUR RIGHTS MIGHT BE AFFECTED.

[PLACEHOLDER FOR QR CODE.]

Dated: {♦}, 2024
FAEGRE DRINKER BIDDLE & REATH LLP
/s/ DRAFT
Patrick A. Jackson (No. 4976) Ian J. Bambrick (No. 5455) Sarah E. Silveira (No. 6580) 222 Delaware Ave., Suite 1410 Wilmington, DE 19801 Tel: (302) 467-4200 Fax: (302) 467-4201 patrick.jackson@faegredrinker.com ian.bambrick@faegredrinker.com sarah.silveira@faegredrinker.com		Michael P. Pompeo (pro hac vice pending) Kyle R. Kistinger (pro hac vice pending) 1177 Avenue of the Americas, 41st Floor New York, NY 10036 Tel: (212) 248-3140 Fax: (212 248-3141 michael.pompeo@faegredrinker.com kyle.kistinger@faegredrinker.com
Michael T. Gustafson (pro hac vice pending) 320 South Canal Street, Suite 3300 Chicago, IL 60606 Tel: (312)569-1000 Fax: (312) 569-3000 mike.gustafson@faegredrinker.com
Proposed Counsel to the Debtor and Debtor in Possession

Exhibit 3

Unimpaired Notice of Non-Voting Status

IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE

In re:

Charge Enterprises, Inc.,

Debtor.

Chapter 11

Case No. 24-10349 (TMH)

Objection Deadline: April 12, 2024, at 4:00 p.m. (ET)

Combined Hearing: April 23, 2024, at 1:00 p.m. (ET)

Docket Ref. Nos. {♦}

NOTICE OF NON-VOTING STATUS WITH RESPECT TO
(A) UNIMPAIRED CLASSES DEEMED TO ACCEPT THE PLAN
OF REORGANIZATION AND (B) UNCLASSIFIED CLAIMS

TO: ALL HOLDERS OF (I) CLAIMS IN CLASSES 1, 3, AND 4; (II) UNCLASSIFIED CLAIMS; AND (III) OTHER PRIORITY CLAIMS

PLEASE TAKE NOTICE that on March {♦}, 2024, the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) entered that certain Order (I) Scheduling a Combined Disclosure Statement Approval and Plan Confirmation Hearing, (II) Establishing a Plan and Disclosure Statement Objection Deadline and Related Procedures, (III) Approving Solicitation and Related Procedures, (IV) Approving the Notice Procedures, (V) Approving Notice and Objection Procedures for the Assumption, Assignment, and Rejection of Executory Contracts and Unexpired Leases and (VI) Extending the Time and, Upon Confirmation, Waiving the Requirements that Schedules and Statements Be Filed and a Creditors’ Meeting Be Convened [D.I. {♦}] (the “Combined Hearing Order”). In the Combined Hearing Order, among other things, the Court set a date for a combined hearing on the adequacy of information contained in and confirmation of the Debtor’s Combined Disclosure Statement and Prepackaged Chapter 11 Plan of Reorganization [D.I. {♦}] (as amended, modified, or supplemented from time to time, the “Combined Disclosure Statement and Plan”).

PLEASE TAKE FURTHER NOTICE that you are receiving this Notice because under the terms of the Combined Disclosure Statement and Plan, either: (a) your Claim(s) against the Debtor is unimpaired and, therefore, in accordance with section 1126(f) of the United States Bankruptcy Code, 11 U.S.C. §§ 101–1532 (the “Bankruptcy Code”), you are (i) deemed to have Accepted the Plan of Reorganization and (ii) not entitled to vote on the Plan of Reorganization; or (b) your Claims are unclassified pursuant to section 1123(a)(1) of the Bankruptcy Code and, therefore, you are not entitled to vote on the Plan of Reorganization. Accordingly, this Notice and the Notice of (A) Commencement of Prepackaged Chapter 11 Bankruptcy Cases, (B) Combined Hearing on the Debtor’s Combined Disclosure Statement and Prepackaged Chapter 11 Plan of Reorganization, and Related Matters, (C) Assumption of Executory Contracts and Unexpired Leases and Cure Costs, (D) Objection Deadlines, and (e) Summary of the Plan of Reorganization (the “Combined Hearing Notice”) are being sent to you for informational purposes only.

PLEASE TAKE FURTHER NOTICE that, although you are not entitled to vote on the Plan of Reorganization with respect to your unimpaired Claim(s), you are a party in interest in the Debtor’s Chapter 11 Case.

PLEASE TAKE FURTHER NOTICE that, if you are a holder of a Claim in Class 1 ‑ Other Priority Claims, Class 3 – Other Secured Claims, or Class 4 – General Unsecured Claims your Claim shall be paid in full, or otherwise unimpaired under the Plan of Reorganization. For specific treatment of the Claims in each such class, you should consult Section 4.2 of the Combined Disclosure Statement and Plan, which can be accessed free of charge at https://dm.epiq11.com/ChargeEnterprises or through the QR Code contained in the Combined Hearing Notice.

PLEASE TAKE FURTHER NOTICE that if the Plan of Reorganization is confirmed by the Court, the Plan of Reorganization will be binding on all holders of a Claim against or Interest in the Debtor, regardless of whether the Claim or Interest of such holder is impaired under the Plan of Reorganization and whether such holder has accepted the Plan of Reorganization. Additionally, if the Plan of Reorganization is confirmed by the Court, the release, injunction, and exculpation provisions set forth in Article IX of the Combined Disclosure Statement and Plan may be binding on you.

PLEASE TAKE FURTHER NOTICE that the Combined Disclosure Statement and Plan, Combined Hearing Order, any documents, exhibits or appendices related to such pleadings, and all other materials in the Debtor’s Solicitation Package (other than the Ballot) may be obtained (i) from the website maintained by Epiq Corporate Restructuring, LLC (“Epiq”), the Debtor’s Voting Agent, at https://dm.epiq11.com/ChargeEnterprises or through the QR Code contained in the Combined Hearing Notice, or (ii) by contacting Epiq (a) by calling (888) 295-3602 (U.S. and Canada) or (971) 257-1944 (international); or (b) by sending an email to ChargeEnterprises@epiqglobal.com.

PLEASE TAKE FURTHER NOTICE THAT IF YOU HAVE ANY QUESTIONS ABOUT THE STATUS OF YOUR CLAIM(S), YOU SHOULD CONTACT EPIQ AT THE EMAIL ADDRESS OR TELEPHONE NUMBERS SET FORTH ABOVE.

Dated: {♦}, 2024
FAEGRE DRINKER BIDDLE & REATH LLP
/s/ DRAFT
Patrick A. Jackson (No. 4976) Ian J. Bambrick (No. 5455) Sarah E. Silveira (No. 6580) 222 Delaware Ave., Suite 1410 Wilmington, DE 19801 Tel: (302) 467-4200 Fax: (302) 467-4201 patrick.jackson@faegredrinker.com ian.bambrick@faegredrinker.com sarah.silveira@faegredrinker.com		Michael P. Pompeo (pro hac vice pending) Kyle R. Kistinger (pro hac vice pending) 1177 Avenue of the Americas, 41st Floor New York, NY 10036 Tel: (212) 248-3140 Fax: (212 248-3141 michael.pompeo@faegredrinker.com kyle.kistinger@faegredrinker.com
Michael T. Gustafson (pro hac vice pending) 320 South Canal Street, Suite 3300 Chicago, IL 60606 Tel: (312)569-1000 Fax: (312) 569-3000 mike.gustafson@faegredrinker.com
Proposed Counsel to the Debtor and Debtor in Possession

Exhibit 4

Impaired Notice of Non-Voting Status

IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE

In re:

Charge Enterprises, Inc.,

Debtor.

Chapter 11

Case No. 24-10349 (TMH)

Objection Deadline: April 12, 2024, at 4:00 p.m. (ET)

Combined Hearing: April 23, 2024, at 1:00 p.m. (ET)

Docket Ref. Nos. {♦}

NOTICE OF NON-VOTING STATUS WITH RESPECT TO IMPAIRED CLASSES DEEMED TO REJECT THE PLAN OF REORGANIZATION

TO: ALL HOLDERS OF CLAIMS IN CLASSES 5, 6, 7, 8, 9 & 10

PLEASE TAKE FURTHER NOTICE that you are receiving this Notice because under the terms of the Combined Disclosure Statement and Plan your Claim(s) against the Debtor is impaired and you shall not receive or retain any distribution under the Combined Disclosure Statement and Plan and, therefore, in accordance with section 1126(f) of the United States Bankruptcy Code, 11 U.S.C. §§ 101–1532 (the “Bankruptcy Code”), you are (i) deemed to have Rejected the Plan of Reorganization and (ii) not entitled to vote on the Plan of Reorganization. Accordingly, this Notice and the Notice of (A) Commencement of Prepackaged Chapter 11 Bankruptcy Cases, (B) Combined Hearing on the Debtor’s Combined Disclosure Statement and Prepackaged Chapter 11 Plan of Reorganization, and Related Matters, (C) Assumption of Executory Contracts and Unexpired Leases and Cure Costs, (D) Objection Deadlines, and (e) Summary of the Plan of Reorganization (the “Combined Hearing Notice”) are being sent to you for informational purposes only.

PLEASE TAKE FURTHER NOTICE that, although you are not entitled to vote on the Plan of Reorganization with respect to your Claim(s), you are a party in interest in the Debtor’s Chapter 11 Case.

PLEASE TAKE FURTHER NOTICE that, as a holder of a fully impaired Claim in Class 5, 6, 7, 8, 9 or 10, your Claim shall be cancelled, released and extinguished and you will not receive or retain any distribution under the Combined Disclosure Statement and Plan. For specific treatment of the Claims in your class, you should consult Section 4.2 of the Combined Disclosure Statement and Plan, which can be accessed free of charge at https://dm.epiq11.com/ChargeEnterprises or through the QR Code contained in the Combined Hearing Notice.

PLEASE TAKE FURTHER NOTICE THAT IF YOU HAVE ANY QUESTIONS ABOUT THE STATUS OF YOUR CLAIM(S), YOU SHOULD CONTACT EPIQ AT THE EMAIL ADDRESS OR TELEPHONE NUMBERS SET FORTH ABOVE.

Dated: {♦}, 2024
FAEGRE DRINKER BIDDLE & REATH LLP
/s/ DRAFT
Patrick A. Jackson (No. 4976) Ian J. Bambrick (No. 5455) Sarah E. Silveira (No. 6580) 222 Delaware Ave., Suite 1410 Wilmington, DE 19801 Tel: (302) 467-4200 Fax: (302) 467-4201 patrick.jackson@faegredrinker.com ian.bambrick@faegredrinker.com sarah.silveira@faegredrinker.com		Michael P. Pompeo (pro hac vice pending) Kyle R. Kistinger (pro hac vice pending) 1177 Avenue of the Americas, 41st Floor New York, NY 10036 Tel: (212) 248-3140 Fax: (212 248-3141 michael.pompeo@faegredrinker.com kyle.kistinger@faegredrinker.com
Michael T. Gustafson (pro hac vice pending) 320 South Canal Street, Suite 3300 Chicago, IL 60606 Tel: (312)569-1000 Fax: (312) 569-3000 mike.gustafson@faegredrinker.com
Proposed Counsel to the Debtor and Debtor in Possession