Exhibit 4.1

      

     

      

    
      AMENDMENT NO. 2 TO REGISTRATION RIGHTS AGREEMENT

       

      THIS AMENDMENT NO. 2 TO THE REGISTRATION RIGHTS AGREEMENT (this “Amendment”), effective as of November 14, 2022, is by and among Charah Solutions, Inc., a Delaware corporation (the “Company”), and each of the other parties listed on the signature pages hereto (the “Holders”
          and, together with the Company, the “Parties”). Capitalized but otherwise undefined terms herein have the meanings given to them in the Registration Rights
          Agreement (as defined below).

       

      WHEREAS, the
          Company and the Holders are party to that certain Registration Rights Agreement, dated June 18, 2018, as amended by Amendment No. 1 thereto, dated March 16, 2020 (the “Registration
              Rights Agreement”), governing the Company’s obligations to register Registrable Securities of the Holders; and

       

      WHEREAS, in
          connection with entering into that certain Series B Preferred Stock Purchase Agreement, dated as of the date hereof, by and between the Company and the purchasers party thereto pursuant to which the Company will issue shares of Series B Preferred
          Stock of the Company, the Company and a majority of the Holders of the Registrable Securities desire to amend the Registration Rights Agreement pursuant to Section 8(c) thereof and upon such terms as set forth herein.

       

      NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

       

      1.           Amendments to Registration Rights Agreement.

       

      a. The definition of Preferred Stock in Section 1 of the Registration Rights Agreement is hereby amended and restated in its entirety to
        read as follows:

       

      “Preferred Stock” means any shares of Series A
        Preferred Stock of the Company, $0.01 par value per share and any shares of Series B Preferred Stock of the Company, $0.01 par value per share.

       

      2.          Confirmation. Except as expressly modified by the terms and provisions of this Amendment, all of the terms and provisions of the Registration Rights Agreement are unchanged and continue in
            full force and effect and all rights, remedies, liabilities and obligations evidenced by the Registration Rights Agreement are hereby acknowledged by the Company and the Holders to be valid and in full force and effect.

       

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

       

      
        
          


      

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

       

      
        2

        
          


      

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

      

      

      	 	
              COMPANY:

            
	 	 
	 	
              CHARAH SOLUTIONS, INC.

            
	 	 
	 	
              By:

            	
              /s/ Jonathan Batarseh

            
	 	
              Name:

            	
              Jonathan Batarseh

            
	 	
              Title:

            	
              President and Chief Executive Officer

            


      
         

        

        Signature Page to Amendment No. 2 to the Registration Rights Agreement

      

      
        
          


      

      	 	
              HOLDERS:

            
	 	 
	 	
              BCP ENERGY SERVICES FUND, LP

            
	 	 	 
	 	
              By:

            	
              BCP Energy Services Fund GP, LP

            
	 	
              Its:

            	
              General Partner

            
	 	 	 
	 	
              By:

            	
              BCP Energy Services Fund UGP, LLC

            
	 	
              Its:

            	
              General Partner

            
	 	 	 
	 	
              By:

            	
              /s/ Timothy J. Poché

            
	 	
              Name:

            	
              Timothy J. Poché

            
	 	
              Title:

            	
              Authorized Representative

            


      
         

        

        Signature Page to Amendment No. 2 to the Registration Rights Agreement

      

      
        
          


      

      	 	
              BCP ENERGY SERVICES FUND-A, LP

            
	 	 
	 	
              By:

            	
              BCP Energy Services Fund GP, LP

            
	 	
              Its:

            	
              General Partner

            
	 	 	 
	 	
              By:

            	
              BCP Energy Services Fund UGP, LLC

            
	 	
              Its:

            	
              General Partner

            
	 	 	 
	 	
              By:

            	
              /s/ Timothy J. Poché

            
	 	
              Name:

            	
              Timothy J. Poché

            
	 	
              Title:

            	
              Authorized Representative

            


      

      

      
        Signature Page to Amendment No. 2 to the Registration Rights Agreement

      

      
        
          


      

      	 	
              CHARAH HOLDINGS LP

            
	 	 
	 	
              By:

            	
              Charah Holdings GP LLC

            
	 	
              Its:

            	
              General Partner

            
	 	 	 
	 	
              By:

            	
              /s/ Timothy J. Poché

            
	 	
              Name:

            	
              Timothy J. Poché

            
	 	
              Title:

            	
              Authorized Representative

            


      

      

      
        Signature Page to Amendment No. 2 to the Registration Rights Agreement

      

      
        
          


      

      	 	
              CHARAH PREFERRED STOCK AGGREGATOR, LP

            
	 	 	 
	 	
              By:

            	
              Charah Preferred Stock Aggregator GP,

              LLC

            
	 	
              Its:

            	
              General Partner

            
	 	 	 
	 	
              By:

            	
              /s/ Timothy J. Poché

            
	 	
              Name:

            	
              Timothy J. Poché

            
	 	
              Title:

            	
              Authorized Representative

            


      

      

      

      

      
        Signature Page to Amendment No. 2 to the Registration Rights Agreement