MONTROSE ENVIRONMENTAL GROUP, INC.
THIRD AMENDED AND RESTATED
VOTING AND DRAG ALONG AGREEMENT
THIS THIRD AMENDED AND RESTATED VOTING AND DRAG ALONG AGREEMENT (the Agreement) is made as April 13, 2020 by and among Montrose Environmental Group, Inc., a Delaware corporation (the Company), the holders of shares of Common Stock of the Company (the Common Stock) listed on Exhibit A, including the EW Transferees (collectively, the Common Stockholders and individually a Common Stockholder), the holders of shares of the Companys Cumulative Series A-1 Preferred Stock (the Series A-1 Preferred Stock) and the Companys Cumulative Series A-2 Preferred Stock (the Series A-2 Preferred Stock) listed on Exhibit B (collectively, the Preferred Stockholders, individually a Preferred Stockholder), the warrantholders listed on Exhibit C (the Warrantholders and jointly with the Common Stockholders and the Preferred Stockholders, the Stockholders or individually, a Stockholder).
WHEREAS, the Company, the Common Stockholders, the holders of shares of Series A-1 Preferred Stock, certain Warrantholders and EnviroWorks, LLC, a Delaware limited liability company (EnviroWorks), previously entered into a Second Amended and Restated Voting and Drag Along 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, 2019, 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 EW Transferees and each an EW Transferee);
WHEREAS, the Company purchased on the date hereof all of the membership interests (the Acquisition) of The Center for Toxicology and Environmental Health, L.L.C. 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;