MONTROSE ENVIRONMENTAL GROUP, INC.
THIRD AMENDED AND RESTATED
RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT
THIS THIRD AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (the Agreement) is made as of April 13, 2020, by and among Montrose Environmental Group, Inc., a Delaware corporation (the Company), the holders of shares of Common Stock listed on Exhibit A (collectively, the Common Stockholders and individually a Common Stockholder), the holders of shares of Series A-1 Preferred Stock and Series A-2 Preferred Stock (Preferred Stock) listed on Exhibit B (collectively, the Preferred Stockholders, individually a Preferred Stockholder and jointly with the Common Stockholders, the Stockholders or individually a Stockholder), the warrantholders listed on Exhibit C (the Warrantholders) and the former members of EnviroWorks, LLC, a Delaware limited liability company (EnviroWorks), listed on Exhibit D (collectively, the Investors).
WHEREAS, the Company, the Common Stockholders, the holders of shares of Series A-1 Preferred Stock (the Series A-1 Preferred Stockholders), and EnviroWorks, previously entered into a Second Amended and Restated Right of First Refusal and Co-Sale Agreement dated October 19, 2018 (the Original Agreement);
WHEREAS, the Company previously consummated a private placement of 12,000 shares of Series A-1 Preferred Stock and a warrant to issue 534,420 shares of Common Stock on October, 19, 2018, and issued such shares and warrant to OCM Montrose Holdings, L.P., a Delaware limited partnership;
WHEREAS, on December 6, 2019, EnviroWorks transferred all of the Common Stock held by EnviroWorks to its members: (i) Richard E. Perlman, (ii) Equity Trust Company, Custodian FBO Richard E. Perlman Roth IRA ###-###-####, (iii) Neal J. Fink, as Trustee of the Richard E. Perlman Irrevocable Trust F/B/O Wifes Nieces and Nephews, U/A dated June 28, 2016, (iv) Neal J. Fink, as Trustee of the Richard E. Perlman Grandchildrens Irrevocable Trust, U/A dated June 28, 2016, (v) Neal J. Fink, as Trustee of the Richard E. Perlman Irrevocable Trust F/B/O Andrew Perlman, U/A dated June 28, 2016, (vi) James K. Price, (vii) The Price Trust #1 FBO Kathleen Lauren Price, (viii) The Price Trust #2 FBO Nicole Ashley Price, (ix) The Price 2012 Trust and (x) J. Miguel Fernandez de Castro (collectively, the Investors and each an Investor);
WHEREAS, on the date hereof, the Company purchased all of the membership interests (the Acquisition) of The Center for Toxicology and Environmental Health, L.L.C. (Target) pursuant to that certain Membership Interest Purchase Agreement, dated as of March 28, 2020, by and among the Company, Montrose Planning & Permitting, LLC, Target, CTEH Holdings, LLC (CTEH Holdings) and certain other parties thereto in exchange for cash, 791,139 shares of Common Stock, which were issued to CTEH Holdings, and other contingent consideration;
WHEREAS, in connection with the Acquisition, pursuant to the terms of that certain Purchase Agreement, dated as of March 28, 2020, by and between OCM Montrose II Holdings, L.P. and the Company (the Series A-2 Preferred Purchase Agreement), the Company has consummated a private placement of its new Series A-2 Preferred Stock and warrants to purchase Common Stock (collectively, the Offering) the proceeds of which were used to partially fund the Acquisition;