Montrose Environmental Group, Inc. Sample Contracts

MONTROSE ENVIRONMENTAL GROUP, INC. (a Delaware corporation) [_________] Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • July 20th, 2020 • Montrose Environmental Group, Inc. • Services-management consulting services • New York
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FIFTH AMENDED AND RESTATED CREDIT AGREEMENT Dated as of July 24, 2019 among MONTROSE ENVIRONMENTAL GROUP, INC., as the Parent Borrower, 1203524 B.C. LTD., as the Canadian Borrower, CERTAIN SUBSIDIARIES OF THE PARENT BORROWER, as the Guarantors, BANK...
Credit Agreement • June 30th, 2020 • Montrose Environmental Group, Inc. • Services-management consulting services • New York

This FIFTH AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of July 24, 2019 among MONTROSE ENVIRONMENTAL GROUP, INC., a Delaware corporation (the “Parent Borrower”), 1203524 B.C. LTD., a company incorporated under the laws of the Province of British Columbia (the “Canadian Borrower”; and together with the Parent Borrower, each, a “Borrower” and collectively, the “Borrowers”), the Guarantors (defined herein), the Lenders (defined herein), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • June 3rd, 2020 • Montrose Environmental Group, Inc. • Services-management consulting services • Delaware

This Indemnification Agreement (this “Agreement”) is entered effective (the “Effective Date”) by and between Montrose Environmental Group, Inc., a Delaware corporation (the “Company”), and (the “Indemnitee”).

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MONTROSE ENVIRONMENTAL GROUP, INC. (a Delaware corporation) 2,500,000 Shares of Common Stock UNDERWRITING AGREEMENT
Montrose Environmental Group, Inc. • September 30th, 2021 • Services-management consulting services • New York

Montrose Environmental Group, Inc., a Delaware corporation (the “Company”), confirms its agreement with J.P. Morgan Securities LLC (“JPM”), BofA Securities, Inc. (“BofA”), William Blair & Company, L.L.C. (“William Blair”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom JPM, BofA and William Blair are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock, par value $0.000004 per share, of the Company (“Common Stock”) set forth in Schedule A hereto and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of 375,000 additional shares of Common

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FOURTH AMENDMENT TO CREDIT AGREEMENT AND LENDER JOINDER AGREEMENT
Credit Agreement • February 20th, 2024 • Montrose Environmental Group, Inc. • Services-management consulting services • New York
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MONTROSE ENVIRONMENTAL GROUP, INC. (a Delaware corporation) 4,920,052 Shares of Common Stock UNDERWRITING AGREEMENT
Agreement • November 23rd, 2020 • Montrose Environmental Group, Inc. • Services-management consulting services • New York
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CREDIT AGREEMENT Dated as of April 27, 2021 among MONTROSE ENVIRONMENTAL GROUP, INC., as the Parent Borrower, MONTROSE ENVIRONMENTAL GROUP LTD., as the Canadian Borrower, CERTAIN SUBSIDIARIES OF THE PARENT BORROWER, as the Guarantors, BANK OF THE...
Credit Agreement • April 29th, 2021 • Montrose Environmental Group, Inc. • Services-management consulting services • New York

This CREDIT AGREEMENT is entered into as of April 27, 2021 among MONTROSE ENVIRONMENTAL GROUP, INC., a Delaware corporation (the “Parent Borrower”) MONTROSE ENVIRONMENTAL GROUP LTD., a company incorporated under the laws of the Province of British Columbia (the “Canadian Borrower”; and together with the Parent Borrower, each, a “Borrower” and collectively, the “Borrowers”), the Guarantors (defined herein), each financial institution from time to time party hereto (collectively, the “Lenders” and individually each a “Lender”), BANK OF THE WEST (in its individual capacity, “Bank of the West”), as Administrative Agent, Swing Line Lender and L/C Issuer.

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MONTROSE ENVIRONMENTAL GROUP, INC. AMENDED AND RESTATED Option Award Agreement Award No.
Option Award Agreement • June 30th, 2020 • Montrose Environmental Group, Inc. • Services-management consulting services • Delaware

You (the “Holder”) are hereby awarded the following stock option (the “Option”) to purchase Shares of Montrose Environmental Group, Inc., a Delaware corporation (the “Company”), in accordance with the terms and conditions set forth in this Option Award Agreement (the “Option Agreement”) and in the Company’s Amended and Restated 2013 Stock Option Plan (as amended, the “Plan”), which is on file at the headquarters of the Company and is available to you for your review. You should carefully review the Plan, and consult with your personal financial advisor, before exercising this Option.

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MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among CTEH HOLDINGS, LLC, MONTROSE PLANNING & PERMITTING, LLC MONTROSE ENVIRONMENTAL GROUP, INC., THE CENTER FOR TOXICOLOGY AND ENVIRONMENTAL HEALTH, L.L.C. and THE SELLER INDEMNIFYING MEMBERS (solely for...
Membership Interest Purchase Agreement • June 30th, 2020 • Montrose Environmental Group, Inc. • Services-management consulting services • Delaware

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is made as of March 28, 2020 by and among The Center for Toxicology and Environmental Health, L.L.C., an Arkansas limited liability company (the “Company”), Montrose Planning & Permitting, LLC, a Delaware limited liability company (the “Purchaser”), Montrose Environmental Group, Inc., a Delaware corporation (“Parent”), CTEH Holdings, LLC, an Arkansas limited liability (the “Seller”), and, solely for purposes of Article XI, the Seller Indemnifying Members.

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Confidential Information, Assignment of Inventions and Non-Solicitation Agreement
Non-Solicitation Agreement • June 30th, 2020 • Montrose Environmental Group, Inc. • Services-management consulting services

This Confidential Information and Non-Solicitation Agreement (“Agreement”) is entered into by and between Montrose Environmental Group, Inc., for and on behalf of itself and for the benefit and on behalf of its subsidiaries and affiliates (referred to collectively as “Company”), and the undersigned employee (“Employee”). In consideration for the promises made below, the Employee and Company agree as follows:

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MONTROSE ENVIRONMENTAL GROUP, INC. THIRD AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT
Sale Agreement • June 30th, 2020 • Montrose Environmental Group, Inc. • Services-management consulting services • Delaware

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”).

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CONFIDENTIAL INFORMATION, NON-SOLICITATION, AND NON-COMPETE AGREEMENT
And Non-Compete Agreement • June 30th, 2020 • Montrose Environmental Group, Inc. • Services-management consulting services

This Confidential Information, Non-Solicitation, and Non-Compete Agreement (“Agreement”) is entered into by and between Montrose Environmental Group, Inc., for and on behalf of itself and for the benefit and on behalf of its subsidiaries and affiliates (referred to collectively as “Company”) and the undersigned employee (“Employee”). In consideration for the promises made below, the Employee and Company agree as follows:

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October 6, 2020
Montrose Environmental Group, Inc. • October 7th, 2020 • Services-management consulting services • New York
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CREDIT AGREEMENT Dated as of April 13, 2020 among MONTROSE ENVIRONMENTAL GROUP, INC., as the Parent Borrower, 1203524 B.C. LTD., as the Canadian Borrower, CERTAIN SUBSIDIARIES OF THE PARENT BORROWER, as the Guarantors, CAPITAL ONE, NATIONAL...
Credit Agreement • June 30th, 2020 • Montrose Environmental Group, Inc. • Services-management consulting services • New York

This CREDIT AGREEMENT is entered into as of April 13, 2020 among MONTROSE ENVIRONMENTAL GROUP, INC., a Delaware corporation (the “Parent Borrower”), 1203524 B.C. LTD., a company incorporated under the laws of the Province of British Columbia (the “Canadian Borrower”; and together with the Parent Borrower, each, a “Borrower” and collectively, the “Borrowers”), the Guarantors (defined herein), UNITRANCHE LOAN TRANSACTION LLC (“ULTra”) and each other financial institution from time to time party hereto (collectively, the “Lenders” and individually each a “Lender”), CAPITAL ONE, NATIONAL ASSOCIATION (in its individual capacity, “Capital One”), as Administrative Agent, Revolver Agent, Swing Line Lender, L/C Issuer, Joint Bookrunner and Joint Arranger and HPS INVESTMENT PARTNERS, LLC (“HPS”), as Joint Bookrunner and Joint Arranger.

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REVOLVING COMMITMENT INCREASE AGREEMENT
Revolving Commitment Increase Agreement • June 30th, 2020 • Montrose Environmental Group, Inc. • Services-management consulting services • New York

This REVOLVING COMMITMENT INCREASE AGREEMENT (this “Agreement”) dated as of October 22, 2019 (the “Increase Effective Date”) is entered into among Montrose Environmental Group, Inc., a Delaware corporation (the “Parent Borrower”), 1203524 B.C. Ltd., a company incorporated under the laws of the Province of British Columbia (the “Canadian Borrower”; and together with the Parent Borrower, each, a “Borrower” and collectively, the “Borrowers”), the Guarantors, Bank of the West (the “Increasing Lender”), and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below), as amended hereby.

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THIRD AMENDMENT TO CREDIT AGREEMENT AND APPOINTMENT OF SUCCESSOR ADMINISTRATIVE AGENT Dated as of January 2, 2024 among MONTROSE ENVIRONMENTAL GROUP, INC., as the Parent Borrower, MONTROSE ENVIRONMENTAL GROUP LTD., as the Canadian Borrower, CERTAIN...
Credit Agreement and Appointment • February 29th, 2024 • Montrose Environmental Group, Inc. • Services-management consulting services • New York

This THIRD AMENDMENT TO CREDIT AGREEMENT AND APPOINTMENT OF SUCCESSOR ADMINISTRATIVE AGENT (this “Amendment”) is entered into as of January 2, 2024, by and among MONTROSE ENVIRONMENTAL GROUP, INC., a Delaware corporation (the “Parent Borrower”), MONTROSE ENVIRONMENTAL GROUP LTD., a company incorporated under the laws of the Province of British Columbia (the “Canadian Borrower”; and together with the Parent Borrower, each, a “Borrower” and collectively, the “Borrowers”), the Guarantors party hereto, the Lenders (as defined below) party hereto (constituting Required Lenders as of the date hereof under the Credit Agreement (as defined below), the “Required Lenders”), BMO BANK N.A., as successor in interest to Bank of the West (“BMO”), as Administrative Agent, the L/C Issuer and the Swing Line Lender immediately prior to giving effect hereto, and BANK OF AMERICA, N.A. (“Bank of America”), as Administrative Agent, the L/C Issuer and the Swing Line Lender upon giving effect to this Amendment

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MONTROSE ENVIRONMENTAL GROUP, INC. THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT
Investors’ Rights Agreement • June 30th, 2020 • Montrose Environmental Group, Inc. • Services-management consulting services • Delaware

THIS THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is entered into as of April 13, 2020 by 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 listed on Exhibit B (collectively, the “Preferred Stockholders,” individually a “Preferred Stockholder” and jointly with the Common Stockholders, the “Stockholders” or individually, “Stockholder”), the warrantholders listed on Exhibit C (the “Warrantholders”) and the Key Investors (as defined below) (the Key Investors, together with the Common Stockholders, the Preferred Stockholders and the Warrantholders, the “Investors”).

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Contract
Exercise Agreement • June 30th, 2020 • Montrose Environmental Group, Inc. • Services-management consulting services • Delaware

THIS WARRANT AND ANY SECURITIES ACQUIRED UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND NONE OF THIS WARRANT, SUCH SECURITIES OR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS.

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MONTROSE ENVIRONMENTAL GROUP, INC. THIRD AMENDED AND RESTATED VOTING AND DRAG ALONG AGREEMENT
Voting and Drag Along Agreement • June 30th, 2020 • Montrose Environmental Group, Inc. • Services-management consulting services • Delaware

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 Company’s Cumulative Series A-1 Preferred Stock (the “Series A-1 Preferred Stock”) and the Company’s 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”).

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FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • March 1st, 2023 • Montrose Environmental Group, Inc. • Services-management consulting services

2022, by and among MONTROSE ENVIRONMENTAL GROUP, INC., a Delaware corporation (the “Parent Borrower”), MONTROSE ENVIRONMENTAL GROUP LTD., a company incorporated under the laws of the Province of British Columbia (the “Canadian Borrower”; and together with the Parent Borrower, each a “Borrower” and collectively the “Borrowers”), the other Loan Parties hereto, the Lenders party hereto, and BANK OF THE WEST (“Administrative Agent”).

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Contract
Montrose Environmental Group, Inc. • June 30th, 2020 • Services-management consulting services • Delaware

THIS WARRANT AND ANY SECURITIES ACQUIRED UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND NONE OF THIS WARRANT, SUCH SECURITIES OR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS.

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