DEFA14A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 12, 2019

BOXWOOD MERGER CORP.

(Exact name of registrant as specified in its charter)

Delaware	001-38745	83-0808563
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

8801 Calera Drive

Austin, Texas 78735

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (512) 575-3637

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☒	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A common stock and one Warrant	BWMCU	The Nasdaq Stock Market LLC
Class A common stock, $0.0001 par value per share	BWMC	The Nasdaq Stock Market LLC
Warrants, each exercisable for one share of Class A common stock	BWMCW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

Unit Purchase Agreement

On August 12, 2019, Boxwood Merger Corp., a Delaware corporation (the “Company” or “Boxwood”), Atlas TC Holdings LLC, a wholly-owned subsidiary of the Company and a Delaware limited liability company (“Holdings”), and Atlas TC Buyer LLC, a wholly-owned subsidiary of Holdings and a Delaware limited liability company (the “Buyer”), entered into a unit purchase agreement (the “Purchase Agreement”) with Atlas Intermediate Holdings LLC, a Delaware limited liability company (“Atlas Intermediate”), and Atlas Technical Consultants Holdings LP, a Delaware limited partnership (the “Seller”), pursuant to which Buyer will acquire from the Seller all of the equity interests in Atlas Intermediate (the “Atlas Intermediate Units”). The acquisition of the Atlas Intermediate Units and the other transactions contemplated by the Purchase Agreement are collectively referred to herein as the “business combination.” The Seller and its limited partners are collectively referred to herein as the “Continuing Members.”

Pursuant to the Purchase Agreement, at the closing of the business combination (the “Closing”), the Company will contribute cash and shares of newly-created, voting, non-economic Class B common stock of the Company, par value $0.0001 per share (the “Class B common stock”), to Holdings in exchange for common units of Holdings (the “Holdings Units”). The Seller will transfer to the Buyer (i) a number of Atlas Intermediate Units equal to the product of (a) the number of Atlas Intermediate Units issued and outstanding as of the Closing multiplied by (b) the quotient of (x) the Rolled Unit Value (as defined in the Purchase Agreement) divided by (y) $617 million, in exchange for a corresponding number of Holdings Units, and an equal number of shares of Class B common stock, and (ii) the remainder of the Atlas Intermediate Units, in exchange for cash. Each share of Class B common stock entitles its holder to one vote per share but no right to dividends and distributions.

Following the Closing, the combined company will be organized in an “Up-C” structure in which the business of Atlas Intermediate and its subsidiaries (“Atlas”) will be held by Holdings and will continue to operate through the subsidiaries of Atlas Intermediate, and in which the Company’s only direct assets will consist of Holdings Units. The Company is expected to own between approximately 43.6% and 74.7% of the Holdings Units and will control Holdings as the sole manager of Holdings in accordance with the terms of the amended and restated limited liability company agreement of Holdings to be entered into in connection with the Closing (the “Holdings LLC Agreement”). Upon the Closing, the Company will change its name to “Atlas Technical Consultants, Inc.”

Pursuant to the Purchase Agreement, the purchase price to be paid by the Buyer is $617 million, subject to customary adjustments contained in the Purchase Agreement. Of this amount, subject to the terms and conditions set forth in the Purchase Agreement, the Buyer will pay off the existing debt of the Seller which is anticipated to be approximately $160 million, and the Seller will receive aggregate consideration of $457 million, which shall consist of (i) between $260 million and $337 million of cash and (ii)(a) between $120 million and $197 million of Holdings Units, with each such unit valued at $10.00 per unit (subject to adjustment in accordance with the Purchase Agreement) (the “Rollover Units”), and (b) Class B common stock. For each Holdings Unit received by the Seller as consideration, the Company will issue to the Seller one share of Class B common stock. The final amount of cash and the value of the Rollover Units and Class B common stock is dependent on the amount of money remaining in the Company’s trust account following any redemptions of the Company’s Class A common stock, par value $0.0001 per share (the “Class A common stock”), and the amount of additional proceeds (if any) raised by the Company through equity financing sources prior to the Closing (the “Available Equity”). For more details on the determination of the mix of cash and equity to be paid to the Seller, see the subsection titled “Debt Commitment Letter” below.

Each Rollover Unit received by the Continuing Members, together with one share of Class B common stock, will be exchangeable, subject to certain conditions, for either one share of Class A common stock, or, at the Company’s election, the cash equivalent to the market value of one share of Class A common stock, pursuant to and in accordance with the terms of the Holdings LLC Agreement.

Representations, Warranties and Covenants

The parties to the Purchase Agreement have made representations, warranties and covenants that are customary for transactions of this nature. The representations and warranties of the respective parties to the Purchase Agreement will survive the Closing for the times specified in the Purchase Agreement.

Conditions to Closing

The Closing is subject to certain customary conditions, including, among other things, approval by the Company’s stockholders of the business combination, the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the receipt of any other necessary permits, approvals, clearances, and consents of, or filings with, any governmental or regulatory authorities being procured or made, as applicable. In addition, the Company’s obligation to consummate the business combination is subject to there being Available Equity of at least $100 million immediately prior to the Closing, and the Seller’s obligation to consummate the business combination is subject to the pro forma debt to equity ratio remaining below the specified threshold and the value of the Rollover Units and Class B Common Stock not exceeding $197 million in the aggregate.

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Termination

The Purchase Agreement may be terminated at any time prior to the Closing by the mutual written consent of the Company and the Seller and in certain other circumstances, including, if the business combination has not been consummated by February 19, 2020 and the delay in closing is not due to the material breach of the Purchase Agreement by the party seeking termination.

Other Agreements to be Executed at Closing

The Purchase Agreement also contemplates the execution by the parties of various agreements at the Closing, including, among others, the below.

Director Nomination Agreement

At the Closing, the Company will enter into a director nomination agreement with certain of the Continuing Members (the “Director Nomination Agreement”), pursuant to which such Continuing Members will have the right to nominate members of the board of directors of the Company (the “Nominees”) in the number and subject to the beneficial ownership thresholds and terms and conditions set forth therein, and the Chief Executive Officer of the Company will be a member of the board of directors of the Company.

The Director Nomination Agreement also contains lock-up provisions, pursuant to which (i) the Continuing Members will agree to not sell, transfer, assign or otherwise dispose of any Class A common stock, Class B common stock or warrants to purchase Class A common stock held by them for six months following the Closing and then for a further six months thereafter unless certain terms and conditions are met, in each case subject to certain exceptions set forth therein and (ii) members of the management team of Atlas Intermediate will agree to not sell, transfer, assign or otherwise dispose of any Class A common stock, Class B common stock or warrants to purchase Class A common stock held by them for six months following the Closing, subject to certain exceptions set forth therein.

Voting Agreement

At the Closing, the Company and the Sponsor will enter into a voting agreement pursuant to which the Sponsor will agree to vote its shares of Class A Common Stock and Class B Common Stock in favor of the Nominees, subject to the terms and conditions set forth therein.

Lock-Up Agreement

At the Closing, the Company will enter into a lock-up agreement with the Sponsor, pursuant to which the Sponsor will agree to not transfer sell, transfer, assign or otherwise dispose of any Class A common stock, Class B common stock or warrants to purchase Class A common stock of the Company prior to 12 months following the Closing, subject to certain exceptions set forth therein.

Registration Rights Agreement

At the Closing, the Company will enter into a registration rights agreement with the Continuing Members, pursuant to which the Continuing Members will be granted certain resale registration rights with respect to the shares of Class A common stock issuable to the Continuing Members upon the exchange or redemption of their Holdings Units they will hold following the business combination, subject to the terms and conditions set forth therein.

The foregoing description of the Purchase Agreement, the business combination and the related agreements does not purport to be complete and is qualified in its entirety by the terms and conditions of the Purchase Agreement, a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein by reference. The Purchase Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of such agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating such agreement. The Purchase Agreement has been attached hereto to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Company, Atlas Intermediate or any other party to the Purchase Agreement. In particular, the representations, warranties, covenants and agreements contained in the Purchase Agreement, which were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to the Purchase Agreement, may be subject to limitations agreed upon by the contracting parties (including being qualified by confidential disclosures schedules made for the purposes of allocating contractual risk between the parties to the Purchase Agreement instead of establishing these matters as facts) and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors and security holders. Investors and security holders are not third-party beneficiaries under the Purchase Agreement and should not rely on the representations, warranties, covenants and agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of any party to the Purchase Agreement. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.

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Debt Commitment Letter

On August 12, 2019, the Company entered into a debt commitment letter (the “Debt Commitment Letter”) with Macquarie Capital (USA) Inc. (“Macquarie Capital”), Macquarie Capital Funding LLC (“Macquarie Funding”) and Natixis, New York Branch (together with Macquarie Capital and Macquarie Funding, the “Commitment Parties”), pursuant to which the Commitment Parties agreed to provide (or to have certain of their affiliates provide), subject to satisfaction of customary closing conditions, including the closing of the business combination, credit facilities (the “Credit Facilities”) for the purpose of financing (i) a portion of the consideration payable under the Purchase Agreement, (ii) costs and expenses incurred by the parties in connection with the business combination, (iii) repayment of the existing indebtedness of the Seller, and (iv) for general corporate purposes. The obligation of the Commitment Parties to provide the Credit Facilities is contingent on there being Available Equity of at least $100 million immediately prior to Closing.

Pursuant to the Debt Commitment Letter, the Commitment Parties have agreed to provide for Credit Facilities in the aggregate principal amount of up to $400 million, consisting of: (i) a senior secured first lien term loan facility in an aggregate principal amount of up to $290 million (the “First Lien Term Facility”), (ii) a senior secured first lien revolving credit facility in an aggregate principal amount of $40 million (the “Revolving Facility”) and (iii) a senior secured second lien term loan facility in an aggregate principal amount of up to $70 million (together with the First Lien Term Facility, the “Term Loan Facilities”), made available to Buyer. To the extent there is, immediately prior to the Closing, Available Equity of (i) greater than $100 million and less than or equal to $160 million, the principal amount of the Term Loan Facilities will be reduced by the difference between the Available Equity and $100 million, with such reduction to be allocated between such facilities as determined by the Commitment Parties in their sole discretion and (ii) greater than $160 million, (x) the number of Rollover Units received by the Seller will be reduced (and the cash consideration to be paid to such party will be correspondingly increased) by an amount equal to 20% of the difference between the Available Equity and $160 million and (y) the principal amount of the Term Loan Facilities will be reduced by an amount equal to 80% of the difference between the Available Equity and $160 million, with such reduction to be allocated between such facilities as determined by the Commitment Parties in their sole discretion until such time as the principal amount of the Term Loan Facilities is reduced to $270 million. Furthermore, to the extent the principal amount of the Term Loan Facilities has been reduced to $270 million, the value of the Rollover Units received by the Seller will be reduced until their value is equal to $120 million, and thereafter the principal amounts of the Term Loan Facilities may be reduced further.

Macquarie Capital and Macquarie Funding are affiliates of MIHI LLC, which, together with Boxwood Management Company, LLC, manages the Company’s sponsor, Boxwood Sponsor LLC (the “Sponsor”). For more information on the beneficial ownership of the Company’s securities by the Sponsor, see “Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” in Boxwood’s Annual Report on Form 10-K (File No. 001-38745), filed with the U.S. Securities and Exchange Commission on March 26, 2019. Macquarie Capital is also a financial advisor to the Company in connection with the business combination.

The foregoing description of the Debt Commitment Letter does not purport to be complete and is qualified in its entirety by the terms and conditions of the Debt Commitment Letter, a copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K (this “Current Report”) with respect to the issuance of shares of Class B common stock is incorporated by reference herein. The shares of Class B common stock to be issued pursuant to the Purchase Agreement will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 12, 2019, the Company and Mr. L. Joe Boyer entered into an employment agreement (the “Employment Agreement”) pursuant to which he will become the Chief Executive Officer of the Company effective as of, and contingent upon, the Closing. Mr. Boyer is also expected to be nominated to act as a director of the Company and, if approved by a vote of Boxwood’s stockholders, will become a director effective as of, and contingent upon, the Closing.

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Mr. Boyer has over 30 years of experience assisting federal, public and private clients solve infrastructure challenges in new build, recovery or resiliency scenarios. Mr. Boyer served as the Chief Executive Officer of Atlas since October 2017. Mr. Boyer also served as a consultant to Bernhard Capital Partners Management LP in connection with its infrastructure delivery services business from August 2016 to October 2017. From March 2013 to February 2016, Mr. Boyer was Chief Executive Officer of Atkins’ North American arm. From 2003 to 2013, Mr. Boyer held several senior management positions at Shaw Environmental & Infrastructure, most notably as President for its Federal Division.

Mr. Boyer holds a Masters of Business Administration from Pepperdine University and a Bachelor of Science in Architectural Engineering from The University of Texas at Austin.

There is no arrangement or understanding, other than those contained in the Purchase Agreement and the Employment Agreement, between Mr. Boyer and any other person pursuant to which he will be appointed the Chief Executive Officer of the Company, and there are no related party transactions in which Mr. Boyer has an interest requiring disclosure pursuant to Item 404(a) of Regulation S-K promulgated under the Exchange Act of 1934, as amended (the “Exchange Act”). In addition, there is no family relationship between Mr. Boyer and any of the Company’s directors or other executive officers.

The Employment Agreement

The term of the Employment Agreement commences on Closing and continues until the third anniversary of the Closing unless it is terminated. After these three years, the term of employment is automatically extended for one year periods until the Employment Agreement is terminated. 

Under the terms of the Employment Agreement, Mr. Boyer is (i) entitled to an initial annual base salary of $550,000 (the “Base Salary”); (ii) eligible to receive an annual bonus with a target opportunity of 100% of the then-current Base Salary (the “Target Bonus”) and a maximum of 200% of the then-current Base Salary, in an amount to be determined based on financial metrics to be decided by the compensation committee of the Company’s board of directors (the “Compensation Committee”) in good faith consultation with Mr. Boyer; (iii) eligible to receive, pursuant to the Company’s long term incentive plan, annual equity grants with a target grant date value of no less than 100% of the then-current Base Salary, in an amount and pursuant to such terms and conditions as the Compensation Committee shall decide; (iv) entitled to participate in the Company’s health, insurance, retirement and other employee benefits; (v) entitled to maintenance, at the Company’s cost, of Mr. Boyer’s life insurance policy; and (vi) entitled to a monthly car allowance of no less than $1,400. The Company is also obligated to use commercially reasonable efforts to support Mr. Boyer’s nomination to serve as a member of the Company’s board of directors.

If Mr. Boyer’s Employment Agreement is terminated due to his death or permanent disability, by the Company through non-renewal, by the Company without “Cause” or by him for “Good Reason” (both terms as defined in the Employment Agreement), he will be entitled to (i) all accrued but unpaid Base Salary, unreimbursed expenses and other accrued obligations under the Company’s employee plans (the “Accrued Obligations”); (ii) a lump sum payment of 200% of the then-current Base Salary; (iii) a lump sum payment of the Target Bonus; (iv) a pro-rata bonus, calculated based on actual performance as if Mr. Boyer had remained employed through the remainder of the applicable performance period; (v) the accelerated vesting of all outstanding equity awards (with any unvested performance-based awards deemed achieved based on actual performance); and (vi) a continuation of health benefits under COBRA at the expense of the Company for up to two years. If Mr. Boyer’s Employment Agreement is terminated within the 90- day period prior to or the 2-year period following a Change in Control (as defined in the Employment Agreement), he will be entitled to receive (i) the Accrued Obligations; (ii) a lump sum payment of 250% of the then-current Base Salary; (iii) a lump sum payment of 150% of the Target Bonus; (iv) a pro-rata bonus, calculated based on actual performance as if Mr. Boyer had remained employed through the remainder of the applicable performance period; (v) accelerated vesting of all outstanding equity awards (with any unvested performance-based awards deemed achieved based on actual performance); and (vi) a continuation of health benefits under COBRA at the expense of the Company for up to thirty months. If Mr. Boyer’s Employment Agreement is terminated by him without Good Reason or by the Company for Cause, he will be entitled to only the Accrued Obligations. Notwithstanding the above, any payments to Mr. Boyer following the termination of the Employment Agreement are contingent on Mr. Boyer signing and not revoking a release of claims and compliance with the terms of the Employment Agreement.

At Closing, Mr. Boyer will also execute the Company’s standard form of indemnification agreement, a copy of which has been filed as Exhibit 10.7 to the Company’s Registration Statement on Form S-1 (File No. 333-228018), filed with the U.S. Securities and Exchange Commission on October 26, 2018.

The foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Employment Agreement, a copy of which is filed as Exhibit 10.2 hereto and is incorporated by reference herein.

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Item 7.01 Regulation FD Disclosure.

On August 13, 2019, the Company and the Seller issued a joint press release announcing the execution of the Purchase Agreement. A copy of the joint press release is furnished hereto as Exhibit 99.1.

Furnished as Exhibit 99.2 hereto is the investor presentation, dated August 2019, that will be used by the Company with respect to the business combination.

The information in this Item 7.01, including Exhibits 99.1 and 99.2, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report shall not be deemed an admission as to the materiality of any information in this Item 7.01, including Exhibits 99.1 and 99.2.

Item 8.01 Other Events.

Stockholder Support Agreement

Concurrently with the entry into the Purchase Agreement, the Sponsor, MIHI Boxwood Sponsor, LLC, MIHI LLC, Boxwood Management Company, LLC, and the Company’s officers and directors entered into a Stockholder Support Agreement (the “Support Agreement”) with the Seller, pursuant to which the Sponsor, MIHI Boxwood Sponsor, LLC, MIHI LLC, Boxwood Management Company, LLC, and the Company’s officers and directors agreed, among other things, to vote all of their shares of Class A common stock and Class F common stock, par value $0.0001 per share, held or subsequently acquired by them in favor of the approval of the business combination.

The foregoing description of the Support Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the form Support Agreement, a copy of which is filed as Exhibit 10.3 hereto and is incorporated by reference herein.

Legend Information

Important Information About the Business Combination and Where to Find It

In connection with the proposed business combination, the Company intends to file preliminary and definitive proxy statements with the SEC. The preliminary and definitive proxy statements and other relevant documents will be sent or given to the stockholders of the Company as of the record date established for voting on the proposed business combination and will contain important information about the proposed business combination and related matters. Company stockholders and other interested persons are advised to read, when available, the preliminary proxy statement and any amendments thereto and, once available, the definitive proxy statement, in connection with the Company’s solicitation of proxies for the meeting of stockholders to be held to approve, among other things, the proposed business combination because the proxy statement will contain important information about the Company, Atlas and the proposed business combination. When available, the definitive proxy statement will be mailed to the Company’s stockholders as of a record date to be established for voting on the proposed transaction. Stockholders will also be able to obtain copies of the proxy statement, without charge, once available, at the SEC’s website at www.sec.gov or by directing a request to: Boxwood Merger Corp., 8801 Calera Drive, Austin, Texas 78735, Attention: Secretary, telephone: (512) 575-3637.

Participants in the Solicitation

The Company, the Seller, Atlas and their respective directors and executive officers may be deemed participants in the solicitation of proxies from the Company’s stockholders in connection with the business combination. The Company’s stockholders and other interested persons may obtain, without charge, more detailed information regarding the directors and officers of the Company in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, which was filed with the SEC on March 26, 2019. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to Company stockholders in connection with the proposed business combination will be set forth in the proxy statement for the proposed business combination when available. Additional information regarding the interests of participants in the solicitation of proxies in connection with the proposed business combination will be included in the proxy statement that the Company intends to file with the SEC.

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Forward-Looking Statements

This Current Report includes “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements may include, for example, statements about: the parties’ ability to effect the transaction; the benefits of the transaction; the future financial performance of Boxwood following the transaction; and changes in Atlas’ strategy, future operations, financial position, estimated revenues, and losses, projected costs, prospects, plans and objectives of management. These forward-looking statements are based on information available as of the date of this Current Report, and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing the parties’ views as of any subsequent date, and Boxwood and Atlas do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. You should not place undue reliance on these forward-looking statements. As a result of a number of known and unknown risks and uncertainties, actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Purchase Agreement; (2) the outcome of any legal proceedings that may be instituted against Boxwood or Atlas following announcement of the business combination; (3) the inability to complete the transactions contemplated by the Purchase Agreement due to the failure to obtain approval of the shareholders of Boxwood or satisfy other conditions to the closing of the proposed transaction; (4) the ability to obtain or maintain the listing of the Company’s shares of Class A common stock on Nasdaq following the proposed transaction; (5) the risk that the proposed transaction disrupts the parties' current plans and operations as a result of the announcement and consummation of the transactions described herein; (6) the ability to recognize the anticipated benefits of the proposed transaction, which may be affected by, among other things, competition, the ability of the combined business to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (7) costs related to the proposed transaction; (8) changes in applicable laws or regulations; (9) the possibility that Boxwood or Atlas may be adversely affected by other economic, business, and/or competitive factors; and (10) other risks and uncertainties indicated from time to time in the proxy statement to be filed by Boxwood with the SEC in connection with the proposed transaction, including those under “Risk Factors” therein, and other factors identified in Boxwood’s prior and future filings with the SEC, available at www.sec.gov.

No Offer or Solicitation

This Current Report shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the business combination. This Current Report shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of section 10 of the Securities Act, or an exemption therefrom.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
2.1*	Unit Purchase Agreement, dated as of August 12, 2019, by and among Boxwood Merger Corp., Atlas TC Holdings LLC, Atlas TC Buyer LLC, Atlas Holdings LLC and Atlas Technical Consultants Holdings LP.
10.1	Debt Commitment Letter, dated August 12, 2019, by and among Boxwood Merger Corp., Macquarie Capital Funding LLC, Macquarie Capital (USA) Inc. and Natixis, New York Branch.
10.2	Employment Agreement, dated as of August 12, 2019, by and between Boxwood Merger Corp. and L. Joe Boyer.
10.3	Stockholder Support Agreement, dated as of August 12, 2019, by and between Atlas Technical Consultants Holdings LP, Boxwood Sponsor LLC MIHI Boxwood Sponsor, LLC, MIHI LLC, Boxwood Management Company, LLC and the Company’s officers and directors.
99.1	Press Release dated as of August 13, 2019.
99.2	Investor Presentation dated as of August 2019.

* Certain exhibits and schedules to this Exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted exhibit or schedule to the SEC upon its request.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BOXWOOD MERGER CORP.
	By:	/s/ Stephen M. Kadenacy
		Name: Stephen M. Kadenacy
		Title: Chief Executive Officer
Dated: August 13, 2019

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EX-2.1

Exhibit 2.1

Execution Version

UNIT PURCHASE AGREEMENT

by and among

Boxwood Merger Corp.,

ATLAS TC HOLDINGS LLC,

ATLAS TC BUYER LLC,

ATLAS INTERMEDIATE HOLDINGS LLC

AND

ATLAS TECHNICAL CONSULTANTS HOLDINGS LP

Dated as of AUGUST 12, 2019

NOTE: STRICTLY PRIVATE AND CONFIDENTIAL DRAFT FOR DISCUSSION PURPOSES ONLY. CIRCULATION OF THIS DRAFT SHALL NOT GIVE RISE TO ANY DUTY TO NEGOTIATE OR CREATE OR IMPLY ANY OTHER LEGAL OBLIGATION. NO LEGAL OBLIGATION OF ANY KIND WILL ARISE UNLESS AND UNTIL A DEFINITIVE WRITTEN AGREEMENT IS EXECUTED AND DELIVERED BY ALL PARTIES.

TABLE OF CONTENTS

		Page
Article I CERTAIN DEFINITIONS		1
Section 1.1	Certain Definitions	1
Section 1.2	Terms Defined Elsewhere	14
Article II PURCHASE AND SALE TRANSACTIONS		16
Section 2.1	Purchase and Sale	16
Section 2.2	Purchase Price	16
Section 2.3	Estimated Closing Statement; Available Closing Date Equity; Rolled Unit Value	16
Section 2.4	Post-Closing Adjustment	17
Section 2.5	Closing Transactions	19
Section 2.6	Conditions to the Obligations of the Parties	19
Section 2.7	Withholding and Wage Payments	24
Article III REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY		24
Section 3.1	Organization; Authority; Enforceability	24
Section 3.2	Noncontravention	25
Section 3.3	Capitalization	25
Section 3.4	Financial Statements	26
Section 3.5	No Material Adverse Effect	27
Section 3.6	Absence of Certain Developments	28
Section 3.7	Real Property	29
Section 3.8	Tax Matters	30
Section 3.9	Contracts	32
Section 3.10	Intellectual Property	34
Section 3.11	Litigation	36
Section 3.12	Brokerage	36
Section 3.13	Labor Matters	36
Section 3.14	Employee Benefit Plans	37
Section 3.15	Insurance	39
Section 3.16	Compliance with Laws; Permits	39
Section 3.17	Environmental Matters	40
Section 3.18	Title to Assets	40
Section 3.19	Government Contracts and Bids	41
Section 3.20	Directors and Officers	42
Section 3.21	Customer Warranties	43
Section 3.22	Customer Assets	43
Section 3.23	Accounts Receivable	43
Section 3.24	Trade & Anti-Corruption Compliance	43
Section 3.25	Affiliate Transactions	44

i

Article IV REPRESENTATIONS AND WARRANTIES OF SELLER		44
Section 4.1	Organization; Authority; Enforceability	44
Section 4.2	Capitalization and Ownership	44
Section 4.3	Noncontravention	45
Section 4.4	Litigation	45
Section 4.5	Brokerage	45
Section 4.6	Investment Intent	45
Article V REPRESENTATIONS AND WARRANTIES OF THE BUYER GROUP		46
Section 5.1	Organization; Authority; Enforceability	46
Section 5.2	Capitalization	46
Section 5.3	Brokerage	48
Section 5.4	Trust Account	48
Section 5.5	Parent SEC Documents; Controls	49
Section 5.6	Information Supplied; Proxy Statement	49
Section 5.7	Litigation	49
Section 5.8	Solvency	49
Section 5.9	Listing	49
Section 5.10	Investment Company	49
Section 5.11	Tax Matters	50
Section 5.12	Noncontravention	52
Section 5.13	Business Activities	52
Section 5.14	Investment Intent	52
Section 5.15	Financing	52
Article VI ADDITIONAL AGREEMENTS		53
Section 6.1	Interim Covenants	53
Section 6.2	Antitrust Laws	59
Section 6.3	R&W Insurance Policy	60
Section 6.4	Survival Periods	61
Section 6.5	General Indemnification	61
Section 6.6	Certain Tax Matters	64
Section 6.7	Press Release; SEC Filings	67
Section 6.8	Expenses	69
Section 6.9	Further Assurance	69
Section 6.10	Release	69
Section 6.11	Directors and Officers	70
Section 6.12	Access to Books and Records	71
Section 6.13	Insurance	72
Section 6.14	Employee Matters	72
Section 6.15	Investigation by Parent; No Other Representations; Non-Reliance of Parent	73
Section 6.16	No Recourse	74
Section 6.17	Financing.	74
Section 6.18	Termination of Affiliate Obligations	77
Section 6.19	Confidentiality	77

ii

Section 6.20	Name Change	78
Section 6.21	280G	78
Section 6.22	Post-Closing Reorganization	79
Article VII TERMINATION		79
Section 7.1	Termination	79
Section 7.2	Effect of Termination	80
Article VIII MISCELLANEOUS		80
Section 8.1	Amendment and Waiver	80
Section 8.2	Notices	80
Section 8.3	Assignment	81
Section 8.4	Severability	82
Section 8.5	Interpretation	82
Section 8.6	Entire Agreement	83
Section 8.7	Counterparts; Electronic Delivery	83
Section 8.8	Governing Law; Waiver of Jury Trial; Jurisdiction	83
Section 8.9	Trust Account Waiver	84
Section 8.10	Specific Performance	84
Section 8.11	No Third-Party Beneficiaries	84
Section 8.12	Legal Representation	84
Section 8.13	Schedules	85
Section 8.14	No Recourse to Financing Sources	85

iii

SCHEDULES

Debt to Equity Schedule Permitted Liens Schedule Working Capital Schedule Consents Schedule

Schedule 1.1(a)	Agreement Regarding Earnout Obligation
Schedule 3.2(a)	Noncontravention
Schedule 3.2(b)	Noncontravention (Contracts)
Schedule 3.3(a)	Capitalization
Schedule 3.3(b)	Capitalization Exceptions
Schedule 3.3(d)	Ownership of Other Entities
Schedule 3.4(c)	Liabilities
Schedule 3.5	Material Adverse Effect
Schedule 3.6	Certain Developments
Schedule 3.7(a)	Owned Real Property
Schedule 3.7(b)	Leased Real Property
Schedule 3.8(a)	Tax Returns
Schedule 3.8(b)	Tax Audit
Schedule 3.8(c)	Tax Extensions
Schedule 3.8(e)	Disregarded Entities
Schedule 3.8(g)	Items of Income or Deduction
Schedule 3.8(i)	Tax Sharing Agreements
Schedule 3.8(j)	Companies Organized Outside the U.S.
Schedule 3.9(a)	Material Contracts
Schedule 3.9(b)	Material Contracts Exceptions
Schedule 3.9(c)	Material Customers
Schedule 3.9(d)	Material Suppliers
Schedule 3.10(b)	Intellectual Property
Schedule 3.10(h)	No Security Breaches or Incidents
Schedule 3.10(i)	Compliance with Privacy and Security Requirements
Schedule 3.11(a)	Litigation Against Atlas
Schedule 3.11(b)	Litigation by Atlas
Schedule 3.11(c)	Indemnified Claims
Schedule 3.12	Brokerage
Schedule 3.13(a)	Employees
Schedule 3.13(b)	Collective Bargaining Agreements
Schedule 3.13(c)	Employment Laws Exception
Schedule 3.14(a)	Employee Benefit Plans
Schedule 3.14(b)	Post-Employment Benefits
Schedule 3.14(c)	Benefit Plans Administration
Schedule 3.14(d)	Acceleration of Benefits
Schedule 3.15	Insurance
Schedule 3.16(a)	Compliance with Laws
Schedule 3.16(b)	Permit Matters
Schedule 3.16(c)	Permit Matters
Schedule 3.17	Environmental Matters
Schedule 3.18	Title to Assets
Schedule 3.19(a)	Government Contracts
Schedule 3.19(b)	Security Clearances
Schedule 3.20	Directors and Officers

iv

Schedule 3.21	Warranty Claims
Schedule 3.25	Affiliate Transactions
Schedule 4.2	Seller Capitalization and Ownership
Schedule 4.3(a)	Noncontravention
Schedule 4.3(b)	Noncontravention (Contracts)
Schedule 4.4(a)	Litigation
Schedule 4.5	Brokerage
Schedule 5.2(a)	Buyer Group Entities
Schedule 5.2(f)	Form of Sponsor Loan Agreement
Schedule 5.13(c)	Buyer Group Contracts
Schedule 6.1(a)	Affirmative and Negative Covenants of the Company
Schedule 6.1(b)	Affirmative and Negative Covenants of the Buyer Group
Schedule 6.6(f)	Proposed Allocation
Schedule 6.14	Employee Matters
Schedule 6.18	Non-terminated Affiliate Obligations

EXHIBITS

Exhibit A-1	Second A&R Certificate
Exhibit A-2	Amended & Restated Bylaws
Exhibit B	Company Bring Down Certificate
Exhibit C	Assignment
Exhibit D	A&R LLC Agreement
Exhibit E	FIRPTA Certificate
Exhibit F	BCP Restrictive Covenant Agreement
Exhibit G	Registration Rights Agreement
Exhibit H	Director Nomination Agreement
Exhibit I	Buyer Bring-Down Certificate
Exhibit J	Sponsor Voting Agreement
Exhibit K	Sponsor Lock-Up Agreement
Exhibit L	Binder Agreement and R&W Insurance Policy

v

UNIT PURCHASE AGREEMENT

This Unit Purchase Agreement (this “Agreement”) is made and entered into as of August 12, 2019, by and among (i) Boxwood Merger Corp., a Delaware corporation (“Parent”), (ii) Atlas TC Holdings LLC, a Delaware limited liability company (“Holdings”), (iii) Atlas TC Buyer LLC, a Delaware limited liability company (“Buyer”), (iv) Atlas Intermediate Holdings LLC, a Delaware limited liability company (the “Company”) and (v) Atlas Technical Consultants Holdings LP, a Delaware limited partnership (“Seller”). Each of Parent, Holdings, Buyer, the Company and Seller is also referred to herein as a “Party” and, collectively, as the “Parties.”

RECITALS

Whereas, Parent owns beneficially and of record all of the issued and outstanding limited liability company interests of Holdings and Holdings owns beneficially and of record all of the issued and outstanding limited liability company interests of Buyer;

Whereas, Seller owns beneficially and of record all of the issued and outstanding limited liability company interests of the Company (the “Units”);

WHEREAS, on the terms and subject to the conditions of this Agreement, Buyer desires to purchase from Seller, and Seller desires to sell to Buyer, the Purchased Units; and

Whereas, immediately following the Closing, Buyer shall own beneficially and of record the Purchased Units.

AGREEMENT

Now, therefore, in consideration of the mutual covenants, agreements and understandings contained herein and intending to be legally bound, the Parties hereby agree as follows:

Article I
CERTAIN DEFINITIONS

Section 1.1 Certain Definitions. For purposes of this Agreement, capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings set forth below.

“Affiliate” of any particular Person means any other Person controlling, controlled by or under common control with such Person, where “control” means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, its capacity as a sole or managing member or otherwise. Solely for purposes of Section 3.25 and Section 6.1(b), “Affiliate” shall also include for any individual, (a) such individual’s spouse, lineal descendants (whether natural or adopted), siblings, parents, spouse’s parents, (b) the lineal descendants and any spouse of any of the individuals described in the foregoing clause (a), and (b) a trust solely for the benefit of such individual and/or the individuals described in the foregoing clause (a) with respect to such individual.

“Affiliated Group” means a group of Persons that elects, is required to, or otherwise files a Tax Return or pays a Tax as an affiliated group, consolidated group, combined group, unitary group or other group recognized by applicable Tax Law.

“Agreement State” means any U.S. state within which the Nuclear Regulatory Commission has agreed to discontinue its authority to manage the licensing of certain nuclear materials and pass such authority to state agencies. (Atomic Energy Act of 1954, as amended, Section 274; 42 USC Section 2021).

“Anti-Corruption Laws” means applicable Laws related to corruption and bribery, including the U.S. Foreign Corrupt Practices Act of 1977, as amended, the Canada Corruption of Foreign Public Officials Act of 1999, legislation adopted in furtherance of the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or any other applicable Law that prohibits bribery, corruption, fraud or other improper payments.

“Atlas C Corp Entities” means, collectively, Quality Assurance Engineering, Inc., Geosphere Consultants, Inc., Arrow ATC Holdings, LLC, ATC Group Services (CA) Inc., ATC Group Services (CT) Inc., ATC Group Services (MA), Inc., ATC Group Services (MI), Inc., Atlas ATC Engineering, Inc. and ATC Associates of North Carolina, P.C.

“Atlas Companies” means, collectively, the Company and the Company Subsidiaries.

“Atlas Partnership Entities” means ATC Group Partners LLC and ATC Engineering, LLP.

“Available Closing Date Equity” means, as of immediately prior to the Closing, an aggregate amount equal to the result of (without duplication) (a) the cash available to be released from the Trust Account (for avoidance of doubt, after taking into account the Parent Stock Redemption) plus (b) the aggregate net proceeds of any investment in Equity Interests of the Buyer Group by the Equity Financing Sources minus (c) all expenses incurred by the Buyer Group in connection with the transactions contemplated by this Agreement, including any deferred underwriting fees and other deferred fees arising from or incurred in connection with the initial public offering of Parent.

“Business Combination” has the meaning ascribed to such term in the Parent Governing Documents.

“Business Day” means any day except a Saturday, a Sunday or any other day on which commercial banks are required or authorized to close in the State of Texas or State of New York.

“Buyer Group” means Parent, Holdings and Buyer.

“Buyer Indemnified Parties” means Buyer and its Affiliates (including, Parent, Holdings and following the Closing, the Atlas Companies) and their respective equityholders, officers, directors, managers, employees, agents, partners, members, counsel, accountants, financial advisors, engineers, consultants, other advisors, successors and assigns.

“Cash” means cash and cash equivalents of the Atlas Companies, including checks, commercial paper, treasury bills, cash on deposit and over-the-counter bank deposits as of 12:01 a.m. Central Time on the Closing Date, which shall include deposits in transit and be net of outstanding checks, in each case as determined in accordance with GAAP, consistently applied, but shall exclude cash and cash equivalents that are restricted because they are subject to restrictions on distribution imposed by operation of Law or Contract.

“Cash Equity” means the aggregate amount of cash actually invested in (or contributed to) the Buyer Group by the Equity Investors pursuant to any Subscription Agreements.

1

“Class B Common Stock” means the shares of capital stock of Parent, par value $0.0001 per share, that are designated as Class B Common Stock and have the redemption rights set forth in the Second A&R Certificate of Parent.

“Clayton Act” means the Clayton Act of 1914.

“Code” means the Internal Revenue Code of 1986, as amended, and any reference to any particular Code section shall be interpreted to include any revision of or successor to that Section regardless of how numbered or classified.

“Common Stock Price” means $10.00, subject to reduction to an amount equal to the lesser of (a) the lowest gross purchase price per share of Parent Shares purchased by any Equity Financing Source in the Financing (less any original issue discounts, issue fees or similar) and (b) the lowest gross purchase price per share (after taking into account any exercise price, strike price or similar amount) of Parent Shares under any securities convertible into, or any rights, warrants or options to acquire such Parent Shares, purchased by any Equity Financing Source in the Financing (less any original issue discounts, issue fees or similar); provided, that the foregoing clauses (a) and (b) (i) shall not include the gross purchase price of any shares transferred from any Sponsor to any Equity Financing Source and (ii) shall not include the gross purchase price of any Equity Interests purchased by any Equity Financing Source in a transaction and at a gross purchase price with respect to which Seller has provided its prior written consent in its sole discretion.

“Company Fundamental Representations” means the representations and warranties set forth in Section 3.1 (Organization; Authority; Enforceability), Section 3.2(a) (Non-contravention); Section 3.3 (Capitalization), Section 3.12 (Brokerage) and Section 3.25 (Affiliate Transactions).

“Company Subsidiaries” means the direct and indirect Subsidiaries of the Company.

“Confidential Information” means all information of a confidential or proprietary nature that is labelled as confidential or proprietary or otherwise should be reasonably understood to be confidential or proprietary, in any form or medium, to the extent that it relates to the business, products, services, research and development, relationships, proprietary rights and goodwill of the Buyer Group or any Atlas Company; provided, however, that “Confidential Information” shall not include information that is (at the time of disclosure) or becomes (a) available to the public other than as a result of a disclosure or other action (or failure to act) by Seller or any of its Affiliates (other than the Atlas Companies, Buyer Group or any of their respective employees, consultants or contractors) or any of their respective representatives in violation of this Agreement, (b) lawfully acquired by Seller or its Affiliates or their respective representatives from sources other than an Atlas Company, provided that, to Seller’s or such Affiliate’s knowledge, such disclosure from such sources shall not be in breach of a confidentiality obligation of such source owed to the Buyer Group or an Atlas Company, (c) information already in Seller’s or its Affiliate’s possession as of the Closing Date that is not solely related or otherwise unique to the Atlas Companies or (d) is demonstrably developed independently without the reference or use of, in whole or in part, Confidential Information.

“Confidentiality Agreement” means that certain Confidentiality Agreement, dated as of December 6, 2018 between Parent and Bernhard Capital Partners Management, LP.

“Contract” means any written or oral contract, agreement, license or Lease (including any amendments thereto).

“Credit Agreement” means that certain Second Amended and Restated Credit Agreement, dated as of March 29, 2019, by and among the Company, as borrower, Seller, certain Subsidiaries (as defined therein) from time to time party thereto, the lenders from time to time party thereto, and Regions Bank as administrative agent and collateral agent, as may be further amended, restated, extended, supplemented or otherwise modified from time to time.

2

“Debt Financing Sources” means the Persons that have committed to provide or otherwise entered into agreements in connection with the Committed Financing for the transactions contemplated by this Agreement, including the parties named in the Debt Commitment Letter and any joinder agreements or credit agreements entered into pursuant thereto or relating thereto, together with their current or future limited partners, shareholders, officers, directors, employees, agents, managers, members, controlling Persons, respective Affiliates and their respective Affiliates and representatives involved in the Committed Financing and, in each case, their respective successors and assigns.

“Debt to Equity Ratio” has the meaning set forth on the Debt to Equity Schedule attached hereto.

“Debt to Equity Threshold” has the meaning set forth on the Debt to Equity Schedule attached hereto.

“Disclosure Schedules” means the Disclosure Schedules delivered by Seller to the Buyer Group concurrently with the execution and delivery of this Agreement.

“Enterprise Value” means $617,000,000.

“Environmental Laws” means all Laws concerning pollution or protection of the environment, natural resources or human health or safety (to the extent related to exposure to Hazardous Materials) or concerning Hazardous Materials.

“Equity Financing Sources” means the Persons that have committed to provide or otherwise entered into agreements in connection with the Cash Equity for the transactions contemplated by this Agreement, including the parties named in any Subscription Agreement, together with their current or future limited partners, shareholders, managers, members, controlling Persons, respective Affiliates and their respective Affiliates and representatives involved in the Cash Equity and, in each case, their respective successors and assigns.

“Equity Interests” means, with respect to any Person, all of the shares or quotas of capital stock or equity of (or other ownership or profit interests in) such Person, all of the warrants, trust rights, options or other rights for the purchase or acquisition from such Person of shares of capital stock or equity of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock or equity of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares or equity (or such other interests), restricted stock awards, restricted stock units, equity appreciation rights, phantom equity rights, profit participation and all of the other ownership or profit interests of such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

“Equity Investor” means any Person that has executed a Subscription Agreement.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Executives” means L. Joseph Boyer, Walter Powell, Bobby Toups, Maghsoud Tahmoressi, Gary Cappa, Buddy Gratton and Paul Grillo.

3

“Export Control Laws” means export, import, deemed export, transfer, and retransfer controls contained in the U.S. Export Administration Regulations.

“Federal Trade Commission Act” means the Federal Trade Commission Act of 1914.

“Final Purchase Price” means an amount equal to (a) Enterprise Value, (b) plus Final Cash, (c) (i) plus the amount, if any, that Final Working Capital is greater than the Target Working Capital or (ii) minus the amount, if any, that Final Working Capital is less than the Target Working Capital, (d) minus the Final Indebtedness, (e) minus the Final Transaction Expenses and (f) minus the Rolled Unit Value.

“Financing” means the Cash Equity and the Committed Financing.

“Flow-Thru Entity” means (a) any entity, plan or arrangement that is treated for income Tax purposes as a partnership, (b) a “specific foreign corporation” within the meaning of Code Section 965 or (c) a “passive foreign investment company” within the meaning of Code Section 1297.

“Fraud” means commission of common law fraud by Seller or any Executive with the intent to deceive and mislead any member of the Buyer Group regarding the representations and warranties of Seller and the Company contained in this Agreement or the other agreements executed and delivered by Seller under this Agreement (which shall not include, notwithstanding anything to the contrary in the foregoing, negligent misrepresentation or omission or knowledge of the fact that the Person making such representation or warranty does not have sufficient information to make the statement contained in such representation or warranty, but which is nevertheless made as a matter of contractual risk allocation), as finally determined by a court of competent jurisdiction. For the avoidance of doubt, “Fraud” does not include any claim for equitable fraud, promissory fraud, unfair dealings fraud, or any torts (including a claim for fraud) based on negligence or recklessness.

“GAAP” means United States generally accepted accounting principles, consistently applied.

“Governing Documents” means (a) in the case of a corporation, its certificate of incorporation (or analogous document) and bylaws; (b) in the case of a limited liability company, its certificate of formation (or analogous document) and limited liability company operating agreement; or (c) in the case of a Person other than a corporation or limited liability company, the documents by which such Person (other than an individual) establishes its legal existence or which govern its internal affairs.

“Governmental Rule” means Laws promulgated by any agency of a Governmental Entity.

“Governmental Entity” means any nation or government, any state, province or other political subdivision thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including any court, arbitrator or other body or administrative, regulatory or quasi-judicial authority, agency, department, board, commission or instrumentality of any federal, state, local or foreign jurisdiction.

“Hazardous Materials” means all hazardous or toxic substances or materials, pollutants, chemicals or wastes, including any petroleum products or byproducts, asbestos, polychlorinated biphenyls, radioactive materials and per- and polyfluoroalkyl substances.

“Holdings Common Units” means the issued and outstanding common units of Holdings.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder.

4

“Indebtedness” means, with respect to the Atlas Companies, without duplication: (a) all indebtedness for borrowed money or indebtedness issued or incurred in substitution or exchange for indebtedness for borrowed money; (b) all indebtedness evidenced by any note, bond, debenture, mortgage or other debt instrument or debt security, including all indebtedness contemplated by the Credit Agreement; (c) all indebtedness for borrowed money of any Person for which the Atlas Companies have guaranteed payment; (d) all capitalized Lease obligations as defined under GAAP; (e) any Liabilities in respect of deferred purchase price for property or services with respect to which such Person is liable, contingently or otherwise, as obligor or otherwise for additional purchase price (including the maximum amount of unpaid earnout obligations set forth in any Contract regardless of whether they have been earned, are due and payable or otherwise constitute a Liability under GAAP but subject to the limitations set forth on Schedule 1.1(a) and excluding, for the avoidance of doubt, any purchase commitments for capital expenditures or otherwise incurred in the Ordinary Course of Business); (f) the aggregate dollar amount of any funded letters of credit; (g) obligations under derivative financial instruments, including hedges, currency and interest rate swaps and other similar instruments, (h) all unpaid income Taxes of any Atlas Company for the current taxable year, calculated on a jurisdiction by jurisdiction basis, with any such amount never being less than $0 for any given jurisdiction and taking into account any deductions from the payment of the Transaction Expenses, the retirement of any Indebtedness or otherwise attributable to the transactions contemplated by this Agreement; provided, that “Indebtedness” shall not include (x) accounts payable to trade creditors, purchase commitments incurred in the Ordinary Course of Business, accrued expenses and deferred revenues, in each case to the extent included as current Liabilities in the calculation of Working Capital and (y) any intercompany Indebtedness between the Company, on the one hand, and one or more of its wholly-owned Subsidiaries, on the other hand, or as solely between Company’s wholly-owned Subsidiaries. To the extent any Indebtedness will be retired or discharged at the Closing, “Indebtedness” shall also include any and all amounts necessary and sufficient to retire such Indebtedness, including principal (including the current portion thereof) and/or scheduled payments, accrued interest or finance charges, and other fees, penalties and payments (prepayment or otherwise) necessary and sufficient to retire such Indebtedness at Closing.

“Indebtedness for Borrowed Money” means, with respect to any Person, including, as context shall require, the Atlas Companies or the Buyer Group, the aggregate Indebtedness of the type described in clauses (a) and (b) of the definition of Indebtedness.

“Initial Purchase Price” means an amount equal to (a) Enterprise Value, (b) plus Estimated Cash, (c)(i) plus the amount if any, that Estimated Working Capital is greater than the Target Working Capital or (ii) minus the amount, if any, that Estimated Working Capital is less than the Target Working Capital, (d) minus the Estimated Indebtedness, (e) minus the Estimated Transaction Expenses and (f) minus the Rolled Unit Value.

“Intellectual Property” means all of the following in any jurisdiction throughout the world: (a) all inventions (whether patentable or unpatentable and whether or not reduced to practice) and invention disclosures, all improvements thereto, and all patents, utility models and industrial designs and all applications for any of the foregoing, together with all reissuances, provisionals, continuations, continuations-in-part, divisions, extensions, renewals and reexaminations thereof, (b) all trademarks, service marks, certification marks, trade dress, logos, slogans, trade names, corporate and business names, Internet domain names, social media accounts and rights in telephone numbers and other indicia of origin, together with all translations, adaptations, derivations, and combinations thereof and including all goodwill associated therewith, and all applications, registrations, and renewals in connection therewith (collectively, “Trademarks”), (c) all works of authorship, copyrightable works, all copyrights and rights in databases, and all applications, registrations, and renewals in connection therewith and all moral rights associated with any of the foregoing, (d) all mask works and all applications, registrations, and renewals in connection therewith, (e) all trade secrets and confidential business information (including ideas, research and development, know-how, formulas, compositions, algorithms, source code, data analytics, manufacturing and production processes and techniques, technical data and information, designs, drawings, specifications, customer and supplier lists, pricing and cost information, and business and marketing plans and proposals), (f) all Software and (g) all other proprietary rights.

5

“Intervening Event” means any material event, development, circumstance, occurrence or change in circumstances or facts that was not known to (or, if known, the material consequences of which (or the magnitude of which) was not known to) the Parent Board on the date of this Agreement and did not result from a breach of this Agreement by any member of the Buyer Group, and does not relate to an alternative Business Combination to that contemplated in this Agreement.

“IT Assets” means Software, systems, servers, computers, hardware, firmware, middleware, networks, data communications lines, routers, hubs, switches and all other information technology equipment, and all associated documentation, in each case, used or held for use in the operation of the Atlas Companies.

“Knowledge” (a) as used in the phrases “to the Knowledge of the Company” or the “Knowledge of Seller” or phrases of similar import means the actual knowledge of any of the Executives and (b) as used in the phrases “to the Knowledge of Buyer” or phrases of similar import means the actual knowledge of Stephen Kadenacy, Daniel E. Esters and Duncan Murdoch.

“Laws” means all laws, statutes, ordinances, codes, rules, regulations, injunctions, judgments, decrees and Orders of Governmental Entity, including common law, in each case in effect on or prior to the Closing Date. All references to “Laws” shall be deemed to include any amendments thereto, and any successor Law, unless the context otherwise requires.

“Leased Real Property” means all leasehold or subleasehold estates and other rights to use or occupy any land, buildings, structures, improvements, fixtures or other interest in real property held by the Atlas Companies.

“Leases” means all leases, subleases, licenses, concessions and other agreements pursuant to which any Atlas Company holds any Leased Real Property (along with all amendments, modifications and supplements thereto).

“Liabilities” means any and all debts, liabilities and obligations, whether accrued or fixed, known or unknown, absolute or contingent, matured or unmatured or determined or determinable.

“Licensed Real Property” means Leased Real Property subject to a Lease that is not a lease or sublease and that is a license, sublicense, concession or other similar Contractual interest in real property.

“Liens” means, with respect to any specified asset, any and all liens, mortgages, hypothecations, claims, encumbrances, options, pledges, preferences, priorities, licenses, easements, covenants, restrictions and security interests thereon.

“Losses” means all losses, damages, judgments, awards, penalties, settlements and reasonable expenses (including reasonable attorneys’ fees); provided, that “Losses” may include any (a) consequential, indirect, special, punitive (to the extent paid or payable to a third party in connection with a third party claims), exemplary or treble damages, (b) calculations of damages or loss using loss of future revenue, income or profits or diminution of value or (c) damages based on a multiple of earnings or other metric or loss of business reputation or opportunity.

6

“Material Adverse Effect” means any event, circumstance or state of facts that, individually or in the aggregate, has, or would reasonably be expected to have, a material and adverse effect upon (a) the business, results of operations or financial condition of the Atlas Companies, taken as a whole, or (b) the ability of Seller or the Atlas Companies, taken as a whole, to perform their respective obligations and to consummate the transactions contemplated by this Agreement and the other agreements contemplated herein; provided, however, that none of the following (or the effect of the following), alone or in combination, will constitute a Material Adverse Effect, or will be considered in determining whether a Material Adverse Effect has occurred: (i) changes that are the result of factors generally affecting the industries or markets in which the Atlas Companies operate; (ii) the announcement or the execution of this Agreement and the transactions contemplated by this Agreement, including (A) Losses or threatened Losses of, or any adverse change in the relationship with employees, customers, suppliers, distributors, financing sources, licensors, licensees or others having relationships with the Atlas Companies to the extent they result or arise from or in connection with the announcement or execution of this Agreement or the transactions contemplated by this Agreement and (B) the initiation of litigation or other administrative Proceedings by any Person to the extent it is with respect to this Agreement or any of the transactions contemplated hereby; (iii) changes in Law or GAAP or the interpretation thereof, in each case effected after the date hereof; (iv) any failure of any Atlas Company to achieve any projected periodic earnings, revenue, expense, sales or other estimated projection, forecast or budget prior to the Closing (it being understood that the underlying facts giving rise to such failure may be taken into account in determining whether a Material Adverse Effect has occurred); (v) changes that are the result of economic factors affecting the national, regional or world economy or financial markets; (vi) any change in the financial, banking, or securities markets; (vii) any earthquake, hurricane, tsunami, tornado, flood, mudslide, wild fire or other natural disaster or act of god, and other force majeure event; (viii) any national or international political or social conditions in any jurisdiction in which the Atlas Companies conduct business; (ix) the engagement by the United States in hostilities or the escalation thereof, whether or not pursuant to the declaration of a national emergency or war, or the occurrence or the escalation of any military or terrorist attack upon the United States, or any United States territories, possessions or diplomatic or consular offices or upon any United States military installation, equipment or personnel; (x) any consequences arising from any action by a Party expressly required by this Agreement (including the Buyer Group’s compliance with its obligations under Section 6.2) by this Agreement; or (xi) any consequences arising from any action taken (or omitted to be taken) by Seller or any Atlas Company at the written request of or with the written consent of any member of the Buyer Group or their Affiliates after the date hereof; provided, however, that any event, circumstance or state of facts that resulting from a matter described in any of the foregoing clauses (i), (vi) and (ix) may be taken into account in determining whether a Material Adverse Effect has occurred to the extent such event, circumstance or state of facts has a material and disproportionate effect on the Atlas Companies, taken as a whole, relative to other comparable entities operating in the industries or markets in which the Atlas Companies operate.

“Material Suppliers” means (a) (i) the top twenty (20) suppliers (determined by the amount purchased) of the Atlas Companies for the fiscal year ended December 31, 2018 and (ii) the top five (5) suppliers (determined by the amount purchased) of the Atlas Companies for the three-month period ended March 31, 2019, and (b) any supplier who is (i) a sole supplier of any material equipment, materials, products, supplies, goods, components or other assets or services and (ii) not readily replaceable without the incurrence of material cost or delay based on the reasonable judgement of the Executives.

“Nasdaq” means the Nasdaq Capital Market.

“Nuclear Laws” means all Laws relating to the regulation of nuclear materials, including the licensing, use, possession, transportation, storage, transfer, protection, disposal and other activities involving nuclear source materials, byproduct materials or special nuclear materials, each as defined by the Nuclear Regulatory Commission. Such Laws may be applied through Federal authorities (including Nuclear Regulatory Commission, Environmental Protection Agency, or the Food and Drug Administration), or state (including Agreement State) or local Laws.

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“Nuclear Regulatory Commission” is the U.S. Nuclear Regulatory Commission.

“Order” means any order, writ, judgment, injunction, temporary restraining order, stipulation, determination, decree or award entered by or with any Governmental Entity or arbitral institution.

“Ordinary Course Tax Sharing Agreement” means any commercial agreement entered into in the ordinary course of business for which the principal subject matter is not Tax but which contains customary Tax indemnification provisions.

“Owned Intellectual Property” means all Intellectual Property owned or purported to be owned by any of the Atlas Companies.

“Owned Real Property” means all land, together with all buildings, structures, improvements and fixtures located thereon, and all easements and other rights and interests appurtenant thereto, owned by any Atlas Company.

“Parent Board” means the board of directors of Parent.

“Parent Governing Documents” means the certificate of incorporation and bylaws of Parent, as in effect at such time.

“Parent SEC Filings” means the forms, reports, schedules, registration statements and other documents filed by Parent with the SEC, including the Proxy Statement, Additional Parent Filings, the Signing Form 8-K and the Closing Form 8-K, and all amendments, modifications and supplements thereto.

“Parent Shares” means the shares of common stock of Parent, par value $0.0001 per share.

“Parent Stockholder Meeting” means a meeting of the stockholders of Parent to vote on the Parent Stockholder Voting Matters.

“Parent Stockholder Voting Matters” means, collectively, proposals to approve (a) the adoption of this Agreement and the transactions contemplated by this Agreement, (b) the Second Amended and Restated Certificate of Incorporation of Parent in the form attached hereto as Exhibit A-1 (the “Second A&R Certificate”), (c) the authorization of the Class B Common Stock and the issuance of Rollover Class B Stock, (d) the issuance of Equity Interests of Parent pursuant to any Subscription Agreement and the Debt or Fee Letter Commitment Letter, (e) the LTIP and (f) any other proposals that are required for the consummation of the transactions contemplated by this Agreement that are submitted to and require the vote of Parent Stockholders in the Proxy Statement.

“Parent Stockholders” means the holders of Parent Shares.

“Parent Stock Redemption” means the election of an eligible holder of Parent Shares (as determined in accordance with Parent Governing Documents and the Trust Agreement) to redeem all or a portion of such holder’s Parent Shares, at the per-share price, payable in cash, equal to such holder’s pro rata share of the Trust Account (as determined in accordance with Parent Governing Documents and the Trust Agreement) in connection with the Parent Stockholder Meeting.

“Pass-Through Tax Return” means any income Tax Return filed by or in respect of any Atlas Company to the extent that such Atlas Company is treated as a partnership or disregarded entity for purposes of such Tax Return.

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“PCAOB” means the Public Company Accounting Oversight Board.

“Permitted Liens” means (a) Liens securing obligations under capital leases, (b) easements, permits, rights of way, restrictions, covenants, reservations or encroachments, minor defects or irregularities in and other similar matters affecting title to the property, (c) statutory liens for Taxes, assessments or governmental charges or levies imposed with respect to property which are not yet due and payable or which are being contested in good faith (provided appropriate reserves required pursuant to GAAP have been made in respect thereof), (d) statutory Liens in favor of suppliers of goods for which payment is not yet due or delinquent (provided appropriate reserves required pursuant to GAAP have been made in respect thereof), (e) mechanics’, materialmen’s, workmen’s, repairmen’s, warehousemen’s, carrier’s and other similar Liens arising or incurred in the Ordinary Course of Business which are not yet due and payable or which are being contested in good faith (provided appropriate reserves required pursuant to GAAP have been made in respect thereof), (f) Liens in respect of pledges or deposits under workers’ compensation Laws or similar legislation, unemployment insurance or other types of social security, (g) municipal bylaws, development agreements, restrictions or regulations, and zoning, entitlement, land use, building or planning restrictions or regulations, in each case, promulgated by any Governmental Entity, (h) in the case of Leased Real Property, any Liens to which the underlying fee or any other interest in the leased premises (or the land on which or the building in which the leased premises may be located) is subject, including rights of the landlord under the Lease and all superior, underlying and ground Leases and renewals, extensions, amendments or substitutions thereof, (i) non-exclusive licenses of Intellectual Property in the Ordinary Course of Business, (j) Securities Liens and (k) those Liens set forth on the Permitted Liens Schedule.

“Person” means any natural person, sole proprietorship, partnership, joint venture, trust, unincorporated association, corporation, limited liability company, entity or Governmental Entity.

“Personal Information” means information that, alone or in combination with other information, allows the identification of an individual or can be used to contact an individual, including name, address, retina or iris scan, fingerprint, voiceprint, scan of hand or face geometry and all other biometric data, geolocation information, Internet Protocol (IP) addresses or any other personally identifiable information.

“Post-Closing Tax Period” means any taxable period that begins on or after the date immediately following the Closing Date and the portion of any Straddle Period starting after the Closing Date.

“Pre-Closing Tax Period” means any taxable period ending on or before the Closing Date and the portion of any Straddle Period ending on the Closing Date.

“Privacy and Security Requirements” means (a) all Privacy Laws, (b) provisions relating to Processing of Personal Information in all applicable Privacy Contracts, and (c) all applicable Privacy Policies.

“Privacy Contracts” means all Contracts between any Atlas Company and any Person that are applicable to the Processing of Personal Information.

“Privacy Laws” means any Laws or Orders applicable to the Processing of Personal Information, including, any Laws or Orders applicable to wiretapping, eavesdropping or the like; any Laws or Orders applicable to the Processing of biometric data; the Federal Trade Commission Act; and all Laws related to breach notification.

“Privacy Policies” means all written, external-facing policies of any Atlas Company relating to the Processing of Personal Information, including all website and mobile application privacy policies.

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“Proceeding” means any action, claim, suit, litigation, investigation, audit, notice of violation, citation or other proceeding at law or in equity (whether civil, criminal or administrative) by or before any Governmental Entity.

“Process” or “Processing” means the creation, collection, use (including, without limitation, for the purposes of sending telephone calls, text messages and emails), storage, maintenance, processing, recording, distribution, transfer, transmission, receipt, import, export, protection (including safeguarding, security measures and notification in the event of a breach of security), access, disposal or disclosure or other activity regarding Personal Information (whether electronically or in any other form or medium).

“Proxy Statement” means the Proxy Statement on Schedule 14A to be filed with the SEC by Parent in connection with the Parent Stockholder Meeting.

“Purchased Units” means a number of Units equal to the remainder of (a) the total number of Units issued and outstanding as of the Closing minus (b) the number of Rolled Units.

“Required Vote” means the vote of such Parent Stockholders as set forth in the Proxy Statement to the extent required to approve the Parent Stockholder Voting Matters.

“Rolled Unit Value” equals the Enterprise Value minus (a) the aggregate net proceeds received by the Buyer Group from any Indebtedness for Borrowed Money from Debt Financing Sources, minus (b) the aggregate net proceeds of any investment in Buyer Group by the Equity Financing Sources, minus (c) the amount of funds remaining in the Trust Account following the Parent Stock Redemption, plus (d) any expenses described in clause (c) of the definition of Available Closing Date Equity to the extent actually paid in connection with the Closing; provided, that the “Rolled Unit Value” shall not be less than $120,000,000; provided, further, that the foregoing clauses (a), (b) and (c) shall include only amounts of funds actually used to pay the Initial Purchase Price to Seller pursuant to Section 2.6(c)(vii)(B), repay any Indebtedness for Borrowed Money pursuant to Section 2.6(c)(vii)(K), pay any unpaid Transaction Expenses pursuant to Section 2.6(c)(vii)(J), pay any expenses described in clause (c) of the definition of Available Closing Date Equity to the extent actually paid in connection with the Closing or which otherwise reduces the amount of net proceeds of Indebtedness For Borrowed Money from Debt Financing Sources pursuant to Section 6.1(d)(iii).

“Rolled Units” means a number of Units equal to the product of (a) the number of Units issued and outstanding as of the Closing multiplied by (b) the quotient of (i) the Rolled Unit Value divided by (ii) the Enterprise Value.

“Rollover Class B Stock” means a number of shares of Class B Common Stock equal to the quotient of (a) the Rolled Unit Value divided by (b) the Common Stock Price.

“Sanctioned Country” means any country or region that is, or has been in the five (5) years prior to the date hereof, the subject or target of a comprehensive embargo under Sanctions (including Cuba, Iran, North Korea, Syria and the Crimea region of Ukraine).

“Sanctioned Person” means any Person that is: (a) listed on any applicable U.S. or non-U.S. sanctions-related restricted party list, including OFAC’s Specially Designated Nationals and Blocked Persons List, the EU Consolidated List and HM Treasury’s Consolidated List of Persons Subject to Financial Sanctions; (b) in the aggregate, fifty percent (50%) or greater owned, directly or indirectly, or otherwise controlled by a Person or Persons described in clause (a); or (c) organized, resident or located in a Sanctioned Country.

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“Sanctions” means all Laws and Orders relating to economic or trade sanctions administered or enforced by the United States (including by the U.S. Department of Treasury Office of Foreign Assets Control (“OFAC”), the U.S. Department of State and the U.S. Department of Commerce), Canada, the United Kingdom, the United Nations Security Council, the European Union, any other EU Guarantor State or any other relevant Governmental Entity.

“SEC” means the United States Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Securities Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Securities Liens” means Liens arising out of, under or in connection with (a) applicable federal, state and local securities Laws and (b) restrictions on transfer, hypothecation or similar actions contained in any Governing Documents.

“Security Breach” means a data security breach or breach of Personal Information under applicable Laws.

“Security Incident” means any successful unauthorized access, use, disclosure, modification or destruction of information or interference with system operations of IT Assets.

“Seller Fundamental Representations” means the representations and warranties set forth in Section 4.1 (Organization; Authority; Enforceability); Section 4.2 (Capitalization; Ownership), Section 4.3(a) (Noncontravention) and Section 4.5 (Brokerage).

“Seller Indemnified Parties” means Seller and its Affiliates and their respective equityholders, officers, directors, managers, employees, agents, partners, members, counsel, accountants, financial advisors, engineers, consultants, other advisors, successors and assigns.

“Sherman Act” means the Sherman Antitrust Act of 1890.

“Software” means all computer software programs and databases (and all derivative works, foreign language versions, enhancements, versions, releases, fixes, upgrades and updates thereto), including software compilations, development tools, compilers, comments, user interfaces, menus, buttons and icons, application programming interfaces, files, data scripts, architecture, algorithms, higher level or “proprietary” languages and all related programming and user documentation, whether in source code, object code or human readable form, and manuals, design notes, programmers’ notes and other items and documentation related to or associated with any of the foregoing and all media and other tangible property necessary for the delivery or transfer thereof.

“Solvent” means, that, as of any date of determination, (a) the fair value of the assets of the Buyer Group and the Atlas Companies on a consolidated basis, as of such date, exceeds the sum of all Liabilities of the Buyer Group and the Atlas Companies, including contingent and other Liabilities, as of such date, (b) the fair saleable value of the assets of the Buyer Group and the Atlas Companies on a consolidated basis, as of such date, exceeds the amount that will be required to pay the probable Liabilities of the Buyer Group and the Atlas Companies on their existing debts (including contingent Liabilities) as such debts become absolute and matured and (c) Buyer Group and the Atlas Companies on a consolidated basis will not have, as of such date, an unreasonably small amount of capital for the operation of the business in which they are engaged or will be engaged following such date.

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“Sponsors” means (a) Boxwood Sponsor LLC, (b) MIHI Boxwood Sponsor, LLC, (c) MIHI LLC, (d) Boxwood Management Company, LLC, (e) Stephen M. Kadenacy, (f) Daniel E. Esters, (g) Duncan Murdoch, (h) David H. Lee, (i) Joseph E. Reece, (j) Richard A. Gabois and (k) Alan P. Krusi.

“Straddle Period” means any taxable period that begins on or before (but does not end on) the Closing Date.

“Stockholder Support Agreement” means that certain Stockholder Support Agreement, dated as of the date hereof, by and among the Sponsors, the Company and Seller, as amended or modified from time to time.

“Subscription Agreement” means an agreement executed by an Equity Investor pursuant to which such Equity Investor has committed to invest cash into the Buyer Group in order to acquire Equity Interests of any member of the Buyer Group prior to or in connection with the Closing.

“Subsidiaries” means, of any Person, any corporation, association, partnership, limited liability company, joint venture or other business entity of which more than fifty percent (50%) of the voting power or equity is owned or controlled directly or indirectly by such Person, or one or more of the Subsidiaries of such Person, or a combination thereof.

“Synergy Plan” means the draft of that certain Project Atlas - Merger Integration Synergy Analysis prepared by Alvarez & Marsal Corporate Performance Improvement, LLC, dated as of February 14, 2019, as made available to the Buyer Group.

“Target Working Capital” means $86,000,000.

“Tax” or “Taxes” means any net or gross income, net or gross receipts, net or gross proceeds, payroll, employment, excise, severance, stamp, occupation, windfall or excess profits, profits, customs, capital stock, withholding, social security, unemployment, disability, real property, personal property (tangible and intangible), sales, use, transfer, value added, alternative or add-on minimum, capital gains, user, leasing, lease, natural resources, ad valorem, franchise, gaming license, capital, estimated, goods and services, fuel, interest equalization, registration, recording, premium, turnover, unclaimed or abandoned property, environmental or other tax or duty or amount imposed by (or otherwise payable to) any Governmental Entity, and any interest or penalties with respect to the foregoing, in each case, whether disputed or not.

“Tax Returns” means returns, declarations, reports, claims for refund, information returns or other documents (including any related or supporting schedules, statements or information, and including any amendments thereof) filed or required to be filed in connection with the determination, assessment or collection of Taxes of any Party or the administration of any Laws, regulations or administrative requirements relating to any Taxes.

“Tax Sharing Agreement” means any agreement (including any provision of a Contract) pursuant to which any Atlas Company is obligated to indemnify any Person for, or otherwise pay, any Tax of another Person, or share any Tax benefit with another Person (other than Ordinary Course Tax Sharing Agreement).

“Taxing Authority” means any Governmental Entity having jurisdiction over the assessment, determination, collection or imposition of any Tax.

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“Transaction Expenses” means, to the extent not paid prior to Closing, without duplication: (a) all fees, costs and expenses (including fees, costs and expenses of third-party advisors, legal counsel (including K&E), investment bankers (including Houlihan Lokey Capital, Inc. and Harris Williams LLC), or other representatives) incurred by the Atlas Companies through the Closing in connection with the preparation of the Financial Statements, the negotiation of this Agreement and the other agreements contemplated hereby and the consummation of the transactions contemplated hereby and thereby, (b) any fees payable by the Atlas Companies pursuant to any management, monitoring or similar agreements with any of the Company’s direct or indirect Affiliates (excluding the other Atlas Companies) (including any accelerated costs or expenses and any termination costs, expenses or similar charges), (c) any payments of the Atlas Companies triggered solely by the consummation of the transactions contemplated by this Agreement under the terms of any Contract, and (d) all sale, change in control or similar bonuses or payments of the Atlas Companies triggered solely by the consummation of the transactions contemplated hereby that are payable to employees, service providers, former employees and former service providers of the Atlas Companies contingent upon the Closing together with the employer portion of any payroll or other employment Taxes related thereto; provided, that in no event shall Transaction Expenses include any fees, costs or expenses (i) other than with respect to the Financial Statements or any other financial statements to be made available to Buyer for inclusion in the Parent SEC Filings, initiated or otherwise incurred at the request of any member of the Buyer Group or any of its Affiliates or representatives (ii) incurred in respect of the R&W Insurance Policy or (iii) related to any financing activities in connection with the transactions contemplated hereby.

“Treasury Regulations” means the United States Treasury Regulations promulgated under the Code, and any reference to any particular Treasury Regulation section shall be interpreted to include any final or temporary revision of or successor to that Section regardless of how numbered or classified.

“Trust Account” means a trust account established by Parent pursuant to the Trust Agreement.

“Trust Agreement” means that certain Investment Management Trust Agreement, dated of November 15, 2018 by and between Parent and Continental Stock Transfer & Trust Company, a New York corporation.

“Trustee” means Continental Stock Transfer & Trust Company, acting as trustee of the Trust Account.

“Unauthorized Code” means any virus, Trojan horse, worm, or other Software routines or hardware components designed to permit unauthorized access, to disable, erase, or otherwise harm Software, hardware or data.

“WARN Act” means the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar or related Law.

“Warrant Agreement” means that certain Warrant Agreement dated as of November 15, 2018, between Parent and Continental Stock Transfer & Trust Company, a New York corporation.

“Working Capital” means (i) the current assets (excluding Cash and any deferred Tax assets) of the Atlas Companies set forth on the Working Capital Schedule attached hereto minus (ii) the current Liabilities (including current Liabilities arising from the implementation of the first year of the Synergy Plan and excluding Indebtedness, Transaction Expenses and any deferred Tax liabilities) of the Atlas Companies set forth on the Working Capital Schedule attached hereto, in each case, determined as of 12:01 a.m. Central Time on the Closing Date and calculated in accordance with GAAP, consistently applied. The Working Capital Schedule attached hereto sets forth (x) the balance sheet accounts in respect of current assets and current Liabilities that shall be the exclusive accounts used for purposes of determining Estimated Working Capital and Final Working Capital and (y) an illustrative calculation of Working Capital as of June 30, 2019 using such balance sheet accounts.

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Section 1.2 Terms Defined Elsewhere. Each of the following terms has the meaning ascribed to such term in the Article or Section set forth opposite such term:

Defined Term	Reference
Accounts Receivable	Section 3.23(a)
Additional Parent Filing	Section 6.7(f)
Aggregate Consideration	Section 6.6(f)
Agreement	Preamble
Altenative Acquisition	Section 6.1(g)
Alternative Financing	Section 6.17(d)
Antitrust Laws	Section 6.2(c)
Applicable Limitation Date	Section 6.4(c)
A&R LLC Agreement	Section 2.6(b)
Bid	Section 3.19(a)
Binder Agreement	Section 6.3(a)
Buyer	Preamble
Buyer Arrangements	Section 6.21
CapEx Reimbursement	Section 6.6(f)
Change in Recommendation	Section 6.7(f)
Class A Common Stock	Section 5.4
Closing	Section 2.5
Closing Date	Section 2.5
Closing Form 8-K	Section 6.7(g)
Closing Item	Section 2.4(a)
Closing Press Release	Section 6.7(g)
Closing Statement	Section 2.4(a)
Committed Financing	Section 5.15
Communication Policy	Section 6.1(i)
Company	Preamble
Company Employee Benefit Plan	Section 3.14(a)
Company Government Contract	Section 3.19(a)
Company Government Subcontract	Section 3.19(a)
Continuing Employees	Section 6.14
Control	Section 1.1
Customer Assets	Section 3.22
D&O Provisions	Section 6.11(a)
Data Room	Section 8.5
Debt Commitment Letters	Section 5.15
Definitive Debt Agreement	Section 6.17(b)
Dispute Notice	Section 2.4(b)
Environmental Permits	Section 3.17
Estimated Cash	Section 2.3(a)
Estimated Closing Statement	Section 2.3(a)
Estimated Indebtedness	Section 2.3(a)
Estimated Transaction Expenses	Section 2.3(a)
Estimated Working Capital	Section 2.3(a)
Excess Amount	Section 2.4(d)

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Fee Letter	Section 5.15
Final Allocation	Section 6.6(f)
Final CapEx Schedule	Section 6.6(f)
Final Cash	Section 2.4(a)
Final Indebtedness	Section 2.4(a)
Final Transaction Expenses	Section 2.4(a)
Final Working Capital	Section 2.4(a)
Financial Statements	Section 3.4(a)
Holdings	Preamble
Indemnified Persons	Section 6.11(a)
Indemnitee	Section 6.5(f)
Indemnitor	Section 6.5(f)
Intended Tax Treatment	Section 6.6(f)
Interim Financial Statement	Section 3.4(a)
Internal Controls	Section 3.4(b)
IRS	Section 3.14(a)
K&E	Section 8.12
Latest Balance Sheet	Section 3.4(a)
LTIP	Section 6.1(f)
Material Contract	Section 3.9(b)
Material Customer	Section 3.9(c)
New Plans	Section 6.14
Non-Party Affiliate	Section 6.16
Ordinary Course of Business	Section 8.5
Outside Date	Section 7.1(c)
Parent	Preamble
Parent Public Securities	Section 5.9
Parent Prepared Returns	Section 6.6(a)
Parent SEC Documents	Section 5.5(a)
Parent Tax Contest	Section 6.6(c)
Party	Preamble
Permits	Section 3.16(b)
Post-Closing Representation	Section 8.12
Pre-Closing Period	Section 6.1(a)
Proposed Allocation	Section 6.6(f)
Proposed CapEx Schedule	Section 6.6(f)
Remedial Actions	Section 6.2(c)
Resolution Period	Section 2.4(b)
Registration Rights Agreement	Section 2.6(b)
Review Period	Section 2.4(b)
R&W Insurance Policy	Section 6.3(a)
Seller	Preamble
Seller Holdings Units	Section 2.1
Seller Prepared Returns	Section 6.6(a)
Seller Tax Contest	Section 6.6(c)
Shortfall Amount	Section 2.4(e)
Signing Form 8-K	Section 6.7(b)
Signing Press Release	Section 6.7(b)
Tail Policy	Section 6.11(b)
Tax Contest	Section 6.6(c)
Third-Party Recovery Proceeds	Section 6.5(d)(i)
Trade Controls	Section 3.24(a)
Transfer Taxes	Section 6.6(e)
Trust Amount	Section 5.4
Units	Recitals
Valuation Firm	Section 2.4(b)
Waiving Parties	Section 8.12
Warrants	Section 5.2(b)

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Article II
PURCHASE AND SALE TRANSACTIONS

Section 2.1 Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, (a) Holdings shall issue to Parent a number of Holdings Common Units such that Parent will own a number of Holdings Units that correspond to the number of Purchased Units, (b) Seller shall transfer, convey, assign and deliver to Buyer the Rolled Units, free and clear of all Liens other than Securities Liens and Liens arising under or in connection with this Agreement, and in exchange therefor Holdings shall issue to Seller a corresponding number of Holdings Common Units (such that Seller will hold a percentage of the issued and outstanding Holdings Common Units equal to the percentage of the issued and outstanding Units that the Rolled Units constitute) (the “Seller Holdings Units”) and (c) Seller shall sell, transfer, convey, assign and deliver to Buyer, and Buyer shall purchase from Seller, the Purchased Units, free and clear of all Liens other than Securities Liens.

Section 2.2 Purchase Price. The aggregate consideration (to be delivered in the manner described in Section 2.6(c)(vii)(B) and Section 2.6(c)(vii)(C)) for the Purchased Units shall be an aggregate amount equal to the Initial Purchase Price plus the Rollover Class B Stock. The Initial Purchase Price may be subject to adjustment after the Closing pursuant to Section 2.4. Notwithstanding anything herein to the contrary, upon delivering the aggregate consideration in the manner described in Section 2.6(c)(vii)(B) and Section 2.6(c)(vii)(C) and the consummation of the Closing, ownership and title of the Purchased Units shall pass from Seller to Buyer.

Section 2.3 Estimated Closing Statement; Available Closing Date Equity; Rolled Unit Value.

(a) Estimated Closing Statement; Draft Payoff Letter. At least five (5) Business Days prior to the Closing Date, the Company shall prepare and deliver to Buyer a statement (the “Estimated Closing Statement”) setting forth the Company’s good faith estimate of: (i) Cash (the “Estimated Cash”), (ii) Working Capital (the “Estimated Working Capital”), (iii) the aggregate amount of Indebtedness as of immediately prior to the Closing (the “Estimated Indebtedness”) and (iv) the aggregate amount of Transaction Expenses (the “Estimated Transaction Expenses”) and drafts of the Payoff Letter. The Company shall consider, in good faith, any comments to the Payoff Letters delivered by Buyer at least two (2) Business Days in advance of closing. The Company shall revise the Estimated Closing Statement to incorporate any reasonable and good faith comments of Buyer to the Estimated Closing Statement provided to the Company at least two (2) Business Days prior to the Closing Date.

(b) Available Closing Date Equity; Rolled Unit Value; Debt to Equity Ratio. At least two (2) Business Days prior to the Closing Date, Parent shall prepare and deliver to the Company and Seller a certificate, duly executed and certified by an executive officer of Parent, setting forth in reasonable detail Parent’s good faith calculation (and attaching reasonable supporting details to enable a review thereof by Seller) of Available Closing Date Equity, Rolled Unit Value and the Debt to Equity Ratio.

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Section 2.4 Post-Closing Adjustment.

(a) Within ninety (90) days after the Closing Date, Parent shall deliver to Seller a statement (the “Closing Statement”) setting forth in reasonable detail Parent’s good faith calculation (and attaching reasonable supporting schedules, working papers and other relevant details to enable a review thereof by Seller) of the following items (each a “Closing Item”): (i) Cash (as finally determined pursuant to this Section 2.4, the “Final Cash”); (ii) Working Capital (as finally determined pursuant to this Section 2.4, the “Final Working Capital”); (iii) the aggregate amount of Indebtedness as of immediately prior to the Closing (as finally determined pursuant to this Section 2.4, the “Final Indebtedness”); (iv) the aggregate amount of Transaction Expenses (as finally determined pursuant to this Section 2.4, the “Final Transaction Expenses”) and (v) the resulting calculation of the Final Purchase Price. For the avoidance of doubt, there shall be no adjustment to the Rolled Unit Value. The Buyer Group agrees that, following the Closing through the date that the Closing Statement becomes conclusive and binding upon the Parties in accordance with this Section 2.4, it will not (and will cause its Affiliates not to) take any actions with respect to any books, records, policies or procedures on which the Closing Statement is based or on which the Closing Statement is to be based that are inconsistent with or that would impede or delay the determination of the amount of the Final Cash, the Final Working Capital, the Final Indebtedness, the Final Transaction Expenses or the preparation of the Dispute Notice or the Closing Statement in the manner and utilizing the methods required by this Agreement.

(b) Seller shall have forty-five (45) days after Seller’s receipt of the Closing Statement (the “Review Period”) within which to review Parent’s calculation of the Closing Items. If Seller disputes any of the Closing Items, Seller shall notify Parent in writing of its objection to such Closing Item(s) within the Review Period, together with a description of the basis for and dollar amount of such disputed items (to the extent possible) (and attaching reasonable supporting details to enable a review thereof by Parent) (a “Dispute Notice”). The Closing Items, as set forth in the Closing Statement, shall become final, conclusive and binding on the Parties unless Seller delivers to Parent a Dispute Notice within the Review Period. If Seller timely delivers a Dispute Notice, any amounts on the Closing Statement not objected to by Seller in the Dispute Notice (or by Parent as a result of the items disputed by Seller in any such Dispute Notice) shall be final, conclusive and binding on the Parties, and Parent and Seller shall, within thirty (30) days following Parent’s receipt of such Dispute Notice (the “Resolution Period”), use reasonable best efforts to attempt to resolve in writing their differences with respect to the matters set forth in the Dispute Notice (and any matters with respect to the Closing Items which Parent is disputing as a result of the matters set forth in the Dispute Notice, or any disputed matters arising out of the foregoing), and any such resolution shall be final, conclusive and binding on the Parties. If, at the conclusion of the Resolution Period, any amounts remain in dispute, then each of Parent and Seller shall promptly, and in any event, within ten (10) days, execute any reasonable engagement letter requested by the Valuation Firm and submit all items remaining in dispute to a nationally recognized accounting firm mutually acceptable to Parent and Seller (the “Valuation Firm”) for resolution, acting as an accounting expert (and not as an arbitrator) and in accordance with the standards set forth in this Section 2.4, by delivering, within ten (10) days after engagement of the Valuation Firm, their written position with respect to such items remaining in dispute. Parent and Seller shall each cooperate fully with the Valuation Firm, including by using reasonable best efforts to provide the information, data and work papers used by each Party and its representatives (including accountants) to prepare and/or calculate the Closing Items, making its personnel and accountants available to explain any such information, data or work papers, so as to enable the Valuation Firm to make such determination as quickly and as accurately as practicable; provided, that (i) each Party shall substantially simultaneously provide the other party with a copy of all materials provided to, and communications with, the Valuation Firm and (ii) no Party (or any of its Affiliates, advisors or representatives) shall engage in any ex parte communications with the Valuation Firm as to any Closing Items then in dispute. The Valuation Firm shall determine, based solely on the submissions by or written communications with Seller and Parent, and not by independent review, only those issues set forth in the Dispute Notice (and those raised by Parent in response thereto) that remain in dispute and shall determine a value for any such disputed item which is equal to or between the final values proposed by Parent and Seller in their respective submissions. The Parties shall request that the Valuation Firm make a decision with respect to all disputed Closing Items within thirty (30) days after the submissions of the Parties, as provided above, and in any event as promptly as practicable. The final determination with respect to all disputed Closing Items shall be set forth in a written statement by the Valuation Firm delivered to Seller and Parent and shall be final, conclusive and binding on the Parties except for manifest error. Judgment may be entered upon the determination of the Valuation Firm in any court having jurisdiction over the Party against which such determination is to be enforced. The fees and expenses of the Valuation Firm incurred pursuant to this Section 2.4(b) shall be borne by Seller, on the one hand, and Parent, on the other hand, in inverse proportion to the Final Allocation made by such Valuation Firm of any disputed Closing Items, such that the prevailing Party pays the lesser proportion of such fees, costs and expenses. For example, if Seller claims that the appropriate adjustments are one thousand dollars ($1,000) greater than the amount determined by Parent and if the Valuation Firm ultimately resolves the dispute by awarding to Seller seven hundred dollars ($700) of the one thousand dollars ($1,000) disputed, then the fees, costs and expenses of the Valuation Firm will be allocated seventy percent (70%) (i.e., 700 ÷ 1,000) to Parent and thirty percent (30%) (i.e., 300 ÷ 1,000) to Seller.

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(c) From and after Seller’s receipt of the Closing Statement until the Closing Items are finally determined pursuant to this Section 2.4, Seller, its Affiliates and their auditors, accountants and other representatives shall be, upon reasonable advance notice to Parent, permitted reasonable access during normal business hours to the Atlas Companies and Parent and their auditors, accountants, personnel, books and records and any other documents or information reasonably requested by such Person relating to any item properly raised in a Dispute Notice (including the information, data and work papers used by Parent and/or the Atlas Companies’ auditors or accountants to prepare and calculate the Closing Items, but excluding information the disclosure of which, Parent was advised by legal counsel in good faith, could reasonably be expected to jeopardize any applicable privilege (including the attorney client privilege) and, subject to such Person and their auditors, accountants and other representatives entering into any such access letters reasonably required).

(d) If the Final Purchase Price exceeds the Initial Purchase Price (such excess amount, if any, the “Excess Amount”), within three (3) Business Days after the Final Purchase Price is finally determined pursuant to this Section 2.4, Parent shall contribute the Excess Amount to Holdings and cause Holdings to pay to Seller the Excess Amount, by wire transfer of immediately available funds, in accordance with the wire transfer instructions designated in writing by Seller to Parent.

(e) If the Final Purchase Price is less than the Initial Purchase Price (such shortfall amount, if any, the “Shortfall Amount”), within three (3) Business Days after the Final Purchase Price is finally determined pursuant to this Section 2.4, at the election of the Seller in its sole discretion, the Seller may either (i) surrender, for no additional consideration, a number of both Holdings Common Units and Rollover Class B Stock (subject to equitable adjustment for any split, dividend, distribution, combination, reclassification, reorganization, recapitalization or similar) equal to the quotient of (A) the remaining Shortfall Amount divided by (B) the Common Stock Price or (ii) pay, or cause to be paid, to Holdings, and Holdings shall distribute to Parent, the remaining Shortfall Amount, by wire transfer of immediately available funds, in accordance with the wire transfer instructions provided in writing by Parent to Seller; provided, that the Seller may elect to pay such Shortfall Amount by means of more than one (without duplication) of the foregoing clauses (i) or (ii) and may change its election at any time prior to such payment or surrender.

(f) Any payments or surrender of Equity Interests, as applicable, made pursuant to this Section 2.4 shall be deemed an adjustment to the Final Purchase Price, to the extent permitted by applicable Law.

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Section 2.5 Closing Transactions. The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place by conference call and by exchange of signature pages by email or fax at 9:00 a.m. Central Time on (a) the third (3^rd) Business Day after the conditions set forth in Section 2.6 have been satisfied, or, if permissible, waived by the Party entitled to the benefit of the same (other than those conditions which by their terms are required to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions) or (b) such other date as the Parties mutually agree (the date upon which the Closing occurs, the “Closing Date”). The Closing shall be deemed effective for all purposes as of 12:01 a.m. Central Time on the Closing Date.

Section 2.6 Conditions to the Obligations of the Parties.

(a) Conditions to the Obligations of Each Party. The obligation of each Party to consummate the transactions to be performed by it in connection with the Closing is subject to the satisfaction or written waiver, as of the Closing Date, of each of the following conditions:

(i) Hart-Scott-Rodino Act. The waiting period (and any extension thereof) applicable to the consummation of the transactions contemplated hereby under the HSR Act shall have expired or been terminated.

(ii) No Orders or Illegality. There shall not be any applicable Law in effect that makes the consummation of the transactions contemplated hereby illegal or any Order in effect preventing the consummation of the transactions contemplated hereby.

(iii) Government Consents and Approvals. All consents and approvals from Governmental Entities set forth on the Consents Schedule shall have been obtained.

(iv) Required Vote. The Required Vote (other than the approval and adoption of the LTIP) shall have been obtained.

(v) Parent Stock Redemption. The Parent Stock Redemption shall have been completed in accordance with the terms hereof and the Parent Governing Documents.

(b) Conditions to Obligations of the Buyer Group. The obligations of the Buyer Group to consummate the transactions to be performed by each member of the Buyer Group in connection with the Closing is subject to the satisfaction or written waiver, as of the Closing Date, of each of the following conditions:

(i) Representations and Warranties.

(A) The representations and warranties of the Company set forth in Article III of this Agreement, including in Section 3.25 (other than the Company Fundamental Representations, except for the representations and warranties contained in Section 3.25) and of Seller set forth in Article IV of this Agreement (other than the Seller Fundamental Representations), in each case, without giving effect to any materiality or Material Adverse Effect qualifiers contained therein (other than the representations and warranties contained in Section 3.4(a) and Section 3.5 and in respect of the defined term “Material Contract”), shall be true and correct as of the Closing Date (or if such representations and warranties expressly relate to a specific date, such representations and warranties shall be true and correct as of such date), except in each case, to the extent such failure of the representations and warranties to be so true and correct, when taken as a whole, would not have a Material Adverse Effect;

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(B) the representations and warranties of the Company set forth in Section 3.2(a) of this Agreement, without giving effect to any materiality or Material Adverse Effect qualifiers contained therein, shall be true and correct as of the Closing Date in all material respects; and

(C) the Company Fundamental Representations (other than the representations and warranties contained in Section 3.2(a) and Section 3.25) and the Seller Fundamental Representations, in each case, without giving effect to any materiality or Material Adverse Effect qualifiers contained therein, shall be true and correct in all respects as of the Closing Date (or if such representations and warranties expressly relate to a specific date, such representations and warranties shall be true and correct in all respects as of such date) other than de minimis inaccuracies.

(ii) Performance and Obligations of the Company. The Company shall have performed or complied in all material respects with all covenants required by this Agreement to be performed or complied with by the Company on or prior to the Closing Date;

(iii) Material Adverse Effect. There shall not have been a Material Adverse Effect since the date hereof.

(iv) Rolled Unit Value. The Rolled Unit Value to be delivered to Seller at Closing shall not exceed $297,000,000.

(v) Deliveries and Closing Actions. At the Closing:

(A) the Company shall deliver to Parent, a duly executed certificate from an authorized Person of the Company in the form attached hereto as Exhibit B, dated as of the Closing Date, certifying (1) that the conditions set forth in Section 2.6(b)(i) and Section 2.6(b)(ii) have been satisfied, (2) that the Governing Documents of the Company attached thereto are in full force and effect, and (3) that the resolutions of the managing member of the Company and the general partner of Seller approving this Agreement and the other transactions contemplated hereby were duly adopted;

(B) Seller shall deliver to Buyer an assignment substantially in the form attached hereto as Exhibit C, duly executed by Seller;

(C) Seller shall deliver to Parent the Amended and Restated Limited Liability Company Agreement of Holdings in substantially the form attached hereto as Exhibit D and effective as of the Closing Date (the “A&R LLC Agreement”), duly executed by Seller;

(D) Seller shall deliver to Buyer (i) a certificate in the form of Exhibit E, as provided in Section 1445(b)(2) and 1446(f) of the Code, stating under penalties of perjury that Seller is not a foreign Person within the meaning of Section 1445(f)(3) and 1446(f) of the Code and (ii) a properly completed and executed IRS Form W-9;

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(E) the Company shall deliver to Buyer the written resignations, effective as of the Closing, of those directors and officers of the Atlas Companies that Buyer designates in writing to the Company at least two (2) Business Days prior to the Closing;

(F) Seller shall deliver to Parent a restrictive covenant agreement in substantially the form attached hereto as Exhibit F, duly executed by Atlas Technical Consultants SPV, LLC, a Delaware limited liability company and Arrow Environmental SPV, LLC, a Delaware limited liability company;

(G) Seller shall deliver to Parent the registration rights agreement in substantially the form attached hereto as Exhibit G (collectively, the “Registration Rights Agreement”), duly executed by Seller;

(H) Seller shall deliver to Buyer the director nomination agreement in substantially the form attached hereto as Exhibit H (the “Director Nomination Agreement”), duly executed by Seller;

(I) the Company shall have delivered to Buyer copies of all invoices received by the Company for Transaction Expenses payable by the Company from third parties prior to or in connection with the Closing, at least three (3) Business Days prior to Closing (to the extent received as of such time); and

(J) the Company shall deliver to Buyer customary payoff letters with respect to Indebtedness for Borrowed Money, with an agreement either to provide and file or to authorize the filing of termination statements on Form UCC-3, or other appropriate releases following any payoff thereof, at least one (1) Business Day prior to the Closing (the “Payoff Letters”).

(vi) Remaining Funds. The funds that the Buyer Group will receive from the Financing, together with the amount of funds remaining in the Trust Account after the Parent Stock Redemption, are sufficient to pay the Initial Purchase Price in full at the Closing and to consummate the transactions contemplated hereby.

(vii) Available Closing Date Equity. The Available Closing Date Equity (without taking into account the reduction for expenses described in clause (c) of the definition of Available Closing Date Equity) shall not be less than $100,000,000.

(viii) Consents and Approvals. All of the non-Governmental Entity consents and approvals listed on the Consents Schedule shall have been obtained.

(c) Conditions to Obligations of Seller and the Company. The obligation of Seller and the Company to consummate the transactions to be performed by Seller and the Company in connection with the Closing is subject to the satisfaction or written waiver, at or prior to the Closing Date, of each of the following conditions:

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(i) Representations and Warranties.

(A) The representations and warranties of the Buyer Group set forth in Section 5.3, Section 5.7, and Section 5.11 of this Agreement, in each case, without giving effect to any materiality or material adverse effect qualifiers contained therein, shall be true and correct as of the Closing Date (or if such representations and warranties expressly relate to a specific date, such representations and warranties shall be true and correct as of such date in all material respects) except in each case, to the extent such failure of the representations and warranties to be so true and correct when taken as a whole, would have a material adverse effect on the Buyer Group’s ability to consummate the transactions contemplated by this Agreement;

(B) The representations and warranties of the Buyer Group set forth in Section 5.1, Section 5.4, Section 5.5, Section 5.6, Section 5.8, Section 5.9, Section 5.10, Section 5.12, Section 5.13, Section 5.14, and Section 5.15 of this Agreement, in each case, without giving effect to any materiality or material adverse effect qualifiers contained therein, shall be true and correct as of the Closing Date in all material respects (or if such representations and warranties expressly relate to a specific date, such representations and warranties shall be true and correct as of such date in all material respects); and

(C) the representations and warranties of the Buyer Group set forth in Section 5.2 shall be true and correct in all respects as of the Closing Date (or if such representations and warranties expressly relate to a specific date, such representations and warranties shall be true and correct in all respects as of such date) other than de minimis inaccuracies.

(ii) Performance and Obligations of the Buyer Group. Each member of the Buyer Group shall have performed or complied in all material respects with all covenants required by this Agreement to be performed or complied with by such member of the Buyer Group on or prior to the Closing Date; provided, that the covenants to deliver monetary amounts pursuant to Section 2.6(c)(vii)(B), Section 2.6(c)(vii)(J) and Section 2.6(c)(vii)(K) and the covenants to deliver the Rollover Class B Stock pursuant to Section 2.6(c)(vii)(C) and Seller Holdings Units pursuant to Section 2.6(c)(vii)(D) shall have been complied with in all respects.

(iii) Stockholder Support Agreement. Each of the covenants of each Sponsor required under such Sponsor’s Stockholder Support Agreement to be performed as of or prior to the Closing shall have been performed in all material respects.

(iv) Parent Governing Documents. The Second A&R Certificate shall have been filed with the Secretary of State of the State of Delaware and Parent shall have adopted the Amended and Restated Bylaws, substantially in the form attached hereto as Exhibit A-2.

(v) Indebtedness. The Debt to Equity Ratio shall be less than the Debt to Equity Threshold.

(vi) Rolled Unit Value. The Rolled Unit Value to be delivered to Seller at Closing shall not exceed $197,000,000.

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(vii) Deliveries and Closing Actions. At the Closing:

(A) Parent shall deliver to Seller, a duly executed certificate from an officer of each member of the Buyer Group, in substantially the form attached hereto as Exhibit I, dated as of the Closing Date, certifying that the conditions set forth in Section 2.6(c)(i) through Section 2.6(c)(ii) have been satisfied;

(B) Buyer shall deliver to Seller, by wire transfer of immediately available funds to the account designated in writing by Seller to Buyer, in partial consideration for the Purchased Units, an amount equal to the Initial Purchase Price;

(C) Parent shall deliver, or cause to be delivered, to Seller, as remaining consideration for the Purchased Units, the Rollover Class B Stock;

(D) Parent shall deliver, or cause to be delivered, to Seller, the Seller Holdings Units;

(E) Parent shall deliver to Seller a counterpart to the A&R LLC Agreement, duly executed by Parent and Holdings;

(F) Parent shall deliver to Seller a counterpart to the Registration Rights Agreement, duly executed by Parent;

(G) Parent shall deliver to Seller a counterpart to the Director Nomination Agreement, duly executed by Parent;

(H) Parent shall deliver to Seller the voting agreement in substantially the form attached hereto as Exhibit J (the “Sponsor Voting Agreement”), duly executed by Boxwood Sponsor LLC and the Company;

(I) Parent shall deliver to Seller the sponsor lock-up agreement in substantially the form attached hereto as Exhibit K (the “Sponsor Lock-Up Agreement”), duly executed by Boxwood Sponsor LLC and the Company;

(J) Buyer Group shall pay an aggregate amount equal to the Estimated Transaction Expenses to the payees thereof as set forth on the Estimated Closing Statement delivered to Buyer pursuant to Section 2.3, by wire transfer of immediately available funds to the accounts designated by such payees; and

(K) Buyer Group shall pay all Indebtedness for Borrowed Money pursuant to Payoff Letters delivered to Buyer prior to the Closing by the Atlas Companies to the payees set forth on such payoff letters, by wire transfer of immediately available funds to the accounts designated by such payees.

(d) Frustration of Closing Conditions. None of Seller, the Company, or any member of the Buyer Group may rely on the failure of any condition set forth in this Section 2.6 to be satisfied if such failure was caused by such Party’s failure to act in good faith or to use reasonable best efforts to cause the closing conditions of each such other Party (and, with respect to the Buyer Group, Sections 2.6(b)(iv) and 2.6(b)(vi)) to be satisfied, including as required by Sections 6.1 and 6.2.

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(e) Waiver of Closing Conditions. Upon the occurrence of the Closing, any condition set forth in this Section 2.6 that was not satisfied as of the Closing shall be deemed to have been waived as of and from the Closing.

Section 2.7 Withholding and Wage Payments.

(a) Buyer and the Company will be entitled to deduct and withhold from any amount payable pursuant to this Agreement (including payments of Initial Purchase Price or Final Purchase Price) such amounts as Buyer or the Company (or any Affiliate thereof) are required to deduct and withhold with respect to the making of such payment under the Code or any other provision of applicable Laws; provided, that Buyer and the Company shall give timely and reasonable prior notice of any intent to deduct or withhold prior to deducting or withholding (other than with respect to amounts that constitute “wages” or where Buyer is required to withhold due to Seller’s failure to comply with Section 2.6(b)(v)(D)). To the extent that amounts are so withheld by Buyer or the Company and paid to the applicable Governmental Entity, such withheld amounts will be treated for all purposes of this Agreement as having been paid to the Person in respect of whom such deduction and withholding were made.

(b) Notwithstanding the foregoing, to the extent that any amount payable pursuant to this Agreement needs to be paid to any employee of any Atlas Company that constitutes “wages”, such amount shall be deposited in the payroll account of the applicable Atlas Company and the amounts due to the employee (net of withholding) shall be paid to the employee pursuant to the next scheduled payroll of the applicable Atlas Company.

Article III
REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY

As an inducement to the Buyer Group to enter into this Agreement and consummate the transactions contemplated hereby, the Company and Seller hereby jointly and severally represent and warrant to the Buyer Group that the following representations and warranties are true and correct as of the date of this Agreement and as of the Closing Date (except, as to any representations and warranties that specifically relate to an earlier date, in which case such representations and warranties were true and correct as of such earlier date):

Section 3.1 Organization; Authority; Enforceability. Each Atlas Company is (a) duly formed, validly existing, and in good standing (or the equivalent) under the Laws of its jurisdiction of formation and (b) qualified to do business and is in good standing (or the equivalent) in the jurisdictions in which the conduct of its business or locations of its assets and/or properties makes such qualification necessary, except where the failure to be so qualified to be in good standing (or the equivalent) would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Atlas Companies. The Company has the limited liability company power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The managing member of the Company has duly approved this Agreement and the other transaction contemplated hereby and has duly authorized the execution and delivery of this Agreement. No other limited liability company proceedings on the part of the Company are necessary to approve and authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles. True and complete copies of the Governing Documents of each Atlas Company, as in effect on the date hereof, have been delivered to Parent.

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Section 3.2 Noncontravention.

(a) Except as set forth in Schedule 3.2(a), the consummation of the transactions contemplated hereby by the Company do not (i) conflict with or result in any breach of any of the material terms, conditions or provisions of, (ii) constitute a material default under (whether with or without the giving of notice, the passage of time or both), (iii) result in a material violation of, (iv) give any third party the right to terminate or accelerate, or cause any termination or acceleration of, any material right or material obligation under, (v) result in the creation of any Lien upon the Units under, or (vi) other than the filings required pursuant to Section 6.2, require any approval from, or filing with, any Governmental Entity under or pursuant to, the Governing Documents or any Law, or Order to which Seller or any Atlas Company is bound or subject.

(b) Except as set forth in Schedule 3.2(b) or as would not be materially adverse to the Atlas Companies, taken as a whole, the consummation of the transactions contemplated hereby by the Company does not (i) conflict with or result in any breach of any of the material terms, conditions or provisions of, (ii) constitute a default under (whether with or without the giving of notice, the passage of time or both), (iii) result in a violation of, (iv) give any third party the right to terminate or accelerate, or cause any termination or acceleration of, any material right or material obligation under, (v) result in the creation of any Lien upon the Units under, or (vi) other than the filings required pursuant to Section 6.2, require any approval under or pursuant to any Material Contract.

Section 3.3 Capitalization.

(a) Schedule 3.3(a) sets forth, with respect to each Atlas Company, (i) its name and jurisdiction of organization, (ii) its form of organization and (iii) the Equity Interests issued by each Atlas Company and the record and beneficial ownership (provided, that in respect of Seller, beneficial ownership shall not include the beneficial owners of the Equity Interests of Seller) thereof.

(b) Except as set forth on Schedule 3.3(b):

(i) there are no outstanding options, warrants, Contracts, calls, puts, rights to subscribe, conversion rights or other similar rights to which any Atlas Company is a party or which are binding upon any Atlas Company providing for the issuance, disposition or acquisition of any of its Equity Interests (other than this Agreement);

(ii) none of the Atlas Companies is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any Equity Interests, either of itself or of another Person;

(iii) none of the Atlas Companies is a party to any voting trust, proxy or other agreement or understanding with respect to the voting of any of its Equity Interests;

(iv) there are no contractual equityholder preemptive or similar rights, rights of first refusal, rights of first offer or registration rights in respect of Equity Interests held by the Atlas Companies;

(v) none of the Atlas Companies has violated in any material respect any applicable securities Laws or any preemptive or similar rights created by statute, Governing Document or agreement in connection with the offer, sale, issuance or allotment of any of its Equity Interests; and

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(vi) none of the Atlas Companies has any Liability for, or obligation with respect to, the payment of dividends, distributions or similar participation interests, whether or not declared or accumulated, and, other than pursuant to the Credit Agreement, there are no contractual restrictions of any kind which prevent the payment of the foregoing by the any of the Atlas Companies.

(c) Each of the Atlas Companies are (a) duly formed, validly existing and in good standing (or the equivalent) under the Laws of its jurisdiction of formation and (b) qualified to do business and is in good standing (or the equivalent) in the jurisdictions in which the conduct of its business or locations of its assets and/or properties makes such qualification necessary, except where the failure to be so qualified to be in good standing (or the equivalent) would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on such Atlas Company. All of the issued and outstanding Equity Interests of the Atlas Companies (including the Purchased Units) have been duly authorized, validly issued, fully paid and non-assessable and free of any preemptive rights in respect thereto, and were not issued in violation of any preemptive rights, rights of first refusal or applicable law. Upon delivery of and payment for the Purchased Units at the Closing, (i) Buyer will acquire good and valid title to all of the Purchased Units, free and clear of any Liens (other than Permitted Liens) and (ii) the Purchased Units, together with the Rolled Units, will represent all of the Equity Interests of the Company.

(d) Except as set forth on Schedule 3.3(d), no Atlas Company currently owns, directly or indirectly, any debt or equity ownership or voting interest in any Person (other than an Atlas Company).

Section 3.4 Financial Statements.

(a) Seller has made available to Parent the following financial statements (collectively, the “Financial Statements”): (i) the unaudited consolidated balance sheet of the Atlas Companies as of March 31, 2019 (the “Latest Balance Sheet”) and 2018 and the related unaudited consolidated statements of operations and comprehensive income (loss), members’ capital and cash flows for the three-month period then ended, together with the notes thereto (collectively with the Latest Balance Sheet, the “Interim Financial Statements”), (ii) the audited combined balance sheets of the Company and ATC Group Partners LLC and their respective subsidiaries as of December 31, 2018 and December 31, 2017, and the related audited combined statements of operations and comprehensive income (loss), members’ capital and cash flows for each of the three (3) years in the period ended December 31, 2018, together with all related notes and schedules thereto, accompanied by the reports thereon of the Atlas Companies’ independent auditors (which reports shall be unqualified) in each case audited in accordance with the standards of the PCAOB and (iii) the financial statements for any “business” within the meaning of Rule 11-01(d) of Regulation S-X of the SEC acquired by any Atlas Company that is required pursuant to Rule 3-05 of Regulation S-X of the SEC for the applicable periods required thereunder. The Financial Statements were derived from the books and records of the Atlas Companies and Seller. Each of the Financial Statements (a) has been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except (x) as otherwise noted therein to the extent permitted by Regulation S-X of the SEC and (y) in the case of Interim Financial Statements, subject to normal and recurring year-end adjustments and the absence of notes thereto, none of which would be material individually or in the aggregate) and in accordance with Regulation S-X of the SEC and (b) fairly presents in all material respects, the combined assets, liabilities, equity, cash flow and financial condition as of the respective dates thereof and/or the operating results of the Atlas Companies for the periods covered thereby. Each of the independent auditors for the Atlas Companies, with respect to their report as included in the Financial Statements described in clause (ii) above, is an independent registered public accounting firm within the meaning of the Securities Act and the applicable rules and regulations adopted by the SEC and the PCAOB, and with respect to their report as included in the Financial Statements described in clause (iii) above, is an independent public accounting firm within the meaning of the Securities Act and the applicable rules and regulations adopted by the SEC and the American Institute of Certified Public Accountants.

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(b) The Company has devised and maintains a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP (“Internal Controls”). Neither the Company nor an independent auditor of the Company has identified or been made aware of (i) any significant deficiency or material weakness in the system of Internal Controls utilized by the Company (other than a significant deficiency or material weakness that has been disclosed in writing to any member of the Buyer Group), (ii) any fraud, whether or not material, that involves the Company’s management or other employees who have a role in the preparation of financial statements or the Internal Controls utilized by the Company, or (iii) any claim or allegation regarding any of the foregoing. There are no significant deficiencies or material weaknesses in the design or operation of the Internal Controls over financial reporting that would reasonably be expected to adversely affect, in a material manner, the Company’s ability to record, process, summarize and report financial information (other than a significant deficiency or material weakness that has been disclosed in writing to any member of the Buyer Group), and there is no fraud that involves Seller or any of its Affiliates, the management of the Company or any other Person that is related to the Company or any of its Subsidiaries or their respective management, employees, assets or operations.

(c) Except as set forth on Schedule 3.4(c), the Atlas Companies have no Liabilities of any nature whatsoever, except (i) Liabilities reflected in, reserved against or otherwise described in the Financial Statements or the notes thereto or on Schedule 3.4(c); (ii) Liabilities which have arisen after the date of the Latest Balance Sheet in the Ordinary Course of Business (none of which results from, arises out of, relates to, is in the nature of, or was cause by any breach of Contract, breach of warranty, tort, infringement or violation of Law); (iii) Liabilities arising under this Agreement and/or the performance by the Company of its obligations hereunder; or (iv) Liabilities other than those described in clauses (i) through (iii) that in the aggregate do not exceed $250,000.

(d) No Atlas Company maintains any “off-balance sheet arrangement” within the meaning of Item 303 of Regulation S-K of the Securities and Exchange Commission.

Section 3.5 No Material Adverse Effect. Except as set forth on Schedule 3.5, since December 31, 2018, there has been no Material Adverse Effect.

Section 3.6 Absence of Certain Developments. Except as set forth on Schedule 3.6 or as described in the audited Financial Statements, since the date of the Latest Balance Sheet, no Atlas Company has:

(a) sold, leased, assigned, transferred or otherwise disposed of any (i) tangible material assets or properties (other than the sale or disposal of inventory or obsolete equipment) or (ii) material Intellectual Property, other than licenses in the Ordinary Course of Business;

(b) made any amendments to its Governing Documents;

(c) made or granted any (i) bonus other than in the Ordinary Course of Business pursuant to a Company Employee Benefit Plan or (ii) material increase in base salary or cash bonus to any director or senior executive;

(d) amended (other than as required by applicable Law or as part of an annual renewal for health and/or welfare benefits), terminated or adopted any Company Employee Benefit Plan;

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(e) effectuated any reduction in force, early retirement program or other voluntary or involuntary employment termination program, or otherwise implemented any employee layoff, in each case, not in compliance with the WARN Act;

(f) made any changes to its accounting policies, methods or practices;

(g) changed or revoked any material election relating to Taxes, made any material election related to Taxes outside of the Ordinary Course of Business, entered into any agreement, settlement or compromise with any Taxing Authority relating to any material Tax matter, filed any amended Tax Return, changed a material method of accounting or accounting period with respect to Taxes or surrendered any right to claim any refund of material Taxes;

(h) (i) issued, sold, delivered, redeemed or purchased any Equity Interests, (ii) declared, set aside or paid any dividends on, or made any other distributions (whether in cash, securities or property) in respect of any Equity Interests or (iii) adjusted, split, combined or reclassified any of its Equity Interests;

(i) amended or terminated any Material Contract or Leases (other than extension or renewal of any Lease in the Ordinary Course of Business);

(j) (i) incurred or guaranteed any additional Indebtedness for Borrowed Money or (ii) made any loans or advances to any other Person, other than advances to employees in the Ordinary Course of Business;

(k) other than inventory and other assets acquired in the Ordinary Course of Business, acquired properties or assets, including Equity Interests of another Person, with a value in excess of $500,000, whether through merger, consolidation, share exchange, business combination or otherwise;

(l) adopted a plan of complete or partial liquidation, dissolution, merger, consolidation, recapitalization or other reorganization;

(m) instituted or settled any Proceeding that alleged or resulted in a settlement of at least $50,000;

(n) entered into any joint venture, partnership or similar arrangement;

(o) collected material amounts of its accounts receivable or paid material amounts of any accrued liabilities or accounts payable or prepaid any expenses or other items, in each case, other than in the Ordinary Course of Business;

(p) made or effected any amendment, waiver, change, release or termination of any term, condition or provision of any Material Contract;

(q) taken or omitted to take any action which has, or would reasonably be expected to result in, a material adverse change in any Atlas Company’s relationship with any Material Customer or Material Supplier; or

(r) authorized or entered into any Contract to do any of the foregoing.

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Section 3.7 Real Property.

(a) Schedule 3.7(a) sets forth the address of each Owned Real Property. With respect to each Owned Real Property: (i) the applicable Atlas Company has good fee simple title to such Owned Real Property, free and clear of all Liens other than Permitted Liens; (ii) except as set forth in Schedule 3.7(a), no Atlas Company has leased to any Person the right to use or occupy such Owned Real Property; and (iii) other than the right of the Buyer Group pursuant to this Agreement, there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property. No Atlas Company is a party to any agreement to purchase any real property or interest therein.

(b) Schedule 3.7(b) sets forth the address of each Leased Real Property (other than Licensed Real Property) and a true, correct and complete list of all Leases for such Leased Real Property (other than Licensed Real Property) and the parties to each such Lease. Except as set forth on Schedule 3.7(b), with respect to each of the Leases: (i) no Atlas Company has subleased, licensed or otherwise granted any right to use or occupy the Leased Real Property or any portion thereof; (ii) such Lease is legal, valid, binding, enforceable and in full force and effect except as may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles; (iii) the applicable Atlas Company’s possession and quiet enjoyment of the Leased Real Property under such Lease, to the extent applicable, has not been disturbed; (iv) no Atlas Company is currently in default under, nor has any event occurred or, to the Knowledge of the Company, does any circumstance exist that, with notice of lapse of time or both would constitute a default by such Atlas Company under any Lease; and (v) to the Knowledge of the Company, no default, event or circumstance exists that, with notice or lapse of time, or both, would constitute a default by any counterparty to any such Lease. Each applicable Atlas Company has made available to Parent a true, correct and complete copy of all Leases (other than Leases with respect to Licensed Real Property).

(c) The Owned Real Property identified in Schedule 3.7(a), the Leased Real Property identified in Schedule 3.7(b) and the Licensed Real Property comprise all of the real property used in the business of the Atlas Companies.

(d) The buildings, material building components, structural elements of the improvements, roofs, foundations, parking and loading areas, mechanical systems (including all heating, ventilating, air conditioning, plumbing, electrical, elevator, security, utility and fire/life safety systems) within any improvements of the Owned Real Property and the Leased Real Property (other than the Licensed Real Property) are in good working condition and repair and sufficient for the operation of the business by each Atlas Company. No Atlas Company has received written notice of (i) any condemnation, eminent domain or similar Proceedings affecting any parcel of Owned Real Property or Leased Real Property, (ii) any special assessment or pending improvement liens to be made by any Governmental Entity or (iii) violations of any building codes, zoning ordinances, governmental regulations or covenants or restrictions affecting any Owned Real Property or Leased Real Property. There are no recorded or unrecorded agreements, easements or encumbrances that materially interfere with the continued access to or operation of the business of the Atlas Companies as currently conducted on all Owned Real Property and Leased Real Property.

(e) To the Knowledge of the Company, all water, gas, electrical, stream, compressed air, telecommunication, sanitary and storm sewage lines and other utilities and systems servicing each parcel of Owned Real Property and Leased Real Property are sufficient for the continued operation of the business of each applicable Atlas Company as currently conducted on such Owned Real Property or Leased Real Property in all material respects.

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(f) Within the five (5) years prior to the date hereof, no portion of the Owned Real Property and, during the lesser of the term of the respective Lease and the five (5) years prior to the date hereof, no portion of the Leased Real Property (other than the Licensed Real Property) has suffered damage by fire or other casualty loss which has not been repaired and restored to its original condition in all material respects.

(g) Within the five (5) year period prior to the date hereof, no Atlas Company has received any written notice from any insurance company of defects or inadequacies in any Owned Real Property or Leased Real Property that would affect the insurability of any parcel or may cause or result in any material amendment to existing policies with respect to such Owned Real Property or Leased Real Property (including a material increase of premiums).

Section 3.8 Tax Matters.

(a) Except as set forth on Schedule 3.8(a), each Atlas Company has timely filed all income and other material Tax Returns required to be filed by it pursuant to applicable Laws, and such Tax Returns are accurate, complete and correct in all material respects and have been prepared in material compliance with all applicable Laws. Each Atlas Company has paid all material amounts of Taxes due and payable by it (whether or not shown as due and payable on any Tax Return). Each Atlas Company has timely and properly withheld and paid all material amounts of Taxes required to have been withheld and paid in connection with any amounts paid or owing to any employee, independent contractor, creditor, equityholder or other third party and all material sales, use, ad valorem and value added Taxes. Within the five (5) years prior to the date hereof, no written claim has been made by a Taxing Authority in a jurisdiction where an Atlas Company does not pay Taxes or file Tax Returns that an Atlas Company is or may be subject to taxation by or required to file Tax Returns in that jurisdiction.

(b) Except as set forth and identified on Schedule 3.8(b), in the five (5) years prior to the date hereof, no Atlas Company has been audited by any federal, state or local Taxing Authority, and there is no Tax audit or examination or any Proceeding now being conducted, pending or to the Knowledge of the Company threatened with respect to any Taxes or Tax Returns of or with respect to any Atlas Company. No Atlas Company has commenced a voluntary disclosure proceeding in any state or local or non-U.S. jurisdiction that has not been fully resolved or settled.

(c) Except as set forth on Schedule 3.8(c), no Atlas Company has waived, extended or agreed to extend any applicable statute of limitations relating to any Tax assessment or deficiency of any Atlas Company, in each case, which extension is currently in effect. No Atlas Company has a request for a private letter ruling, a request for administrative relief, a request for technical advice, a request for a change of any method of accounting or other request pending with any Governmental Entity that relates to the Taxes or Tax Returns of any Atlas Company. No power of attorney granted by any Atlas Company with respect to any Taxes is currently in force.

(d) No Atlas Company has engaged in any listed transaction as defined in Treasury Regulation Section 1.6011-4(b)(2).

(e) Except for the Atlas C Corp Entities and the Atlas Partnership Entities or as set forth on Schedule 3.8(e), each Atlas Company is (and has been for its entire existence) classified as an entity that is disregarded as separate from Seller or an Atlas Partnership Entity for U.S. federal income Tax purposes and no election has been made (or is pending) to change such treatment. Each Atlas Partnership Entity is (and has been for its entire existence) classified as a partnership for U.S. federal income Tax purposes and no election has been made (or is pending) to change such treatment.

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(f) None of (i) the goodwill, (ii) going concern value or (iii) other intangible assets that would not be amortizable prior to the enactment of Code Section 197 of any Atlas Company was held by Seller or any Atlas Company or any related person (within the meaning of Code Section 197(f)(9)(C)) to any Seller or any Atlas Company on or before August 10, 1993, or could constitute anti-churning property under Code Section 197(f)(9)(A).

(g) No Atlas Company is required to include an item of income, or exclude an item of deduction, for any period after the Closing Date (determined with and without regard to the transactions contemplated hereby) as a result of: (i) an installment sale transaction occurring on or before the Closing governed by Code Section 453 (or any similar provision of state, local or non-U.S. Laws); (ii) a transaction occurring on or before the Closing reported as an open transaction for U.S. federal income Tax purposes (or any similar doctrine under state, local, or non-U.S. Laws); (iii) any prepaid amounts received or paid on or prior to the Closing Date or deferred revenue realized or received on or prior to the Closing; (iv) except as set forth on Schedule 3.8(g), a change in method of accounting with respect to a Pre-Closing Tax Period that occurs or was requested on or prior to the Closing Date (or as a result of an impermissible method used in a Pre-Closing Tax Period); (v) an agreement entered into with any Governmental Entity (including a “closing agreement” under Code Section 7121) on or prior to the Closing Date; (vi) an election under Code Section 965; (vii) the application of Code Section 263A (or any similar provision of state, local, or non-U.S. Laws); or (viii) an election (including a protective election) pursuant to Code Section 108(i). No Atlas Company currently uses the cash method of accounting for income Tax purposes. No Atlas Company has any “long-term contracts” that are subject to a method of accounting provided for in Code Section 460 or has any deferred income pursuant to IRS Revenue Procedure 2004-34, Treasury Regulation Section 1.451-5, Section 455 of the Code, or Section 456 of the Code (or any corresponding provision of state or local Law). No Atlas Company owns an interest in any Flow –Thru Entity (other than interests owned in an Atlas Partnership Entity).

(h) There are no Liens for Taxes on any assets of any Atlas Company, other than Permitted Liens.

(i) No Atlas Company has ever been a member of any Affiliated Group (other than an Affiliated Group the common parent of which is an Atlas Company). No Atlas Company is liable for Taxes of any other Person as a result of successor liability, transferee liability, joint or several liability or otherwise (other than pursuant to an Ordinary Course Tax Sharing Agreement). No Atlas Company is party to any Tax Sharing Agreements, except for any Tax Sharing Agreements solely between Atlas Companies. All amounts payable with respect to (or reference to) Taxes pursuant to any Ordinary Course Tax Sharing Agreement have been timely paid in accordance with the terms of such contracts

(j) No Atlas Company is organized in any non-U.S. jurisdiction. No Atlas Company (i) has an office, permanent establishment, branch or other activities outside the U.S. or (ii) is a resident, engaged in a trade or business, or otherwise subject to Tax or required to file Tax Returns in any non-U.S. jurisdiction.

(k) Seller is not a foreign person within the meaning of Code Section 1445. Either (i) less than fifty percent (50%) of the Company’s gross assets (determined by assuming that the Company were a regarded entity for U.S. federal income tax purposes) consist of interests in “United States real property interests” within the meaning of Code Section 897(c) or (ii) less than ninety percent (90%) of the Company’s gross assets (determined by assuming that the Company were a regarded entity for U.S. federal income tax purposes) consist of “United States real property interests” within the meaning of Code Section 897(c) plus any cash or cash equivalents.

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(l) No Atlas Company is subject to a material Tax holiday or Tax incentive or grant in any jurisdiction.

(m) No asset of any Atlas Company is tax-exempt use property under Code Section 168(h). No portion of the cost of any asset of any Atlas Company has been financed directly or indirectly from the proceeds of any tax-exempt state or local government obligation described in Code Section 103(a). None of the assets of any Atlas Company is property that is required to be treated as being owned by any other person pursuant to the safe harbor lease provision of former Code Section 168(f)(8).

(n) No Atlas Company has been, in the past five (5) years, a party to a transaction reported or intended to qualify as a reorganization under Code Section 368. No Atlas Company has constituted a “distributing corporation” or a “controlled corporation” (within the meaning of Code Section 355(a)(1)(A)) in a distribution of shares that was reported or otherwise constitute a distribution of shares under Code Section 355(i) in the two (2) years prior to the date of this Agreement or that could otherwise constitute part of a “plan” or “series of related transactions” (within the meaning of Code Section 355(e)) that includes the transactions contemplated by this Agreement.

(o) The material income Tax Returns made available to the members of the Buyer Group reflect all of the jurisdictions in which the Atlas Companies are required to remit material income Tax.

Section 3.9 Contracts.

(a) Except as set forth on Schedule 3.9(a), no Atlas Company is a party to, or bound by, any:

(i) collective bargaining agreement applicable to employees of the Atlas Companies;

(ii) Contract with any Material Customer or Material Supplier;

(iii) (x) employment Contract providing for an annual base salary in excess of $200,000 (other than “at-will” Contracts that may be terminated upon thirty (30) days or less notice without the payment of severance, other than severance or termination payments required by Law) or (y) Contract providing for cash severance payments in excess of $200,000 in the aggregate;

(iv) Contract relating to Indebtedness in excess of $1,000,000;

(v) license or royalty Contract with respect to any Intellectual Property to which the Atlas Companies are a party as licensee or licensor (other than Contracts relating to commercially available off-the-shelf Software licensed for less than $100,000 in annual fees);

(vi) each Contract which provides for aggregate future payments to or from any Atlas Company in excess of $500,000 in any calendar year, other than those that can be terminated without material penalty by such Atlas Company upon ninety (90) days’ notice or less and can be replaced with a similar Contract on materially equivalent terms in the Ordinary Course of Business;

(vii) joint venture, partnership, strategic alliance or similar Contract;

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(viii) power of attorney;

(ix) other than this Agreement, Contract for the sale, transfer or acquisition of any material assets, Equity Interest or business of any Atlas Company (other than those providing for sales, transfers or acquisitions of assets in the Ordinary Course of Business) or for the grant to any Person of any preferential rights to purchase any of the assets, Equity Interests or business of any Atlas Company, in each case, under which there are material outstanding obligations of the applicable Atlas Company (including any sale, transfer or acquisition agreement that has been executed, but has not closed);

(x) Contract which contains a provision prohibiting or materially restricting any Atlas Company from competing in any jurisdiction other than in respect of confidentiality agreements entered into in the Ordinary Course of Business (none of which contain any non-compete, standstill or similar provisions);

(xi) Contract that contains (A) a “most favored nation” provision with respect to any Person; or (B) a provision providing for the sharing of any revenue or cost-savings with any third party;

(xii) Contract pursuant to which any Atlas Company has granted any exclusive marketing, sales representative relationship, franchising consignment, distribution or any other similar right to any third party (including in any geographic area or with respect to any product of the business);

(xiii) agreement involving the payment of any earn-out or similar contingent payment;

(xiv) Contract with any Governmental Entity which provides for aggregate future payments to or from any Atlas Company in excess of $500,000 in any calendar year; or

(xv) Contract involving the settlement of any Proceeding or threatened Proceeding.

(b) Except as specifically disclosed on Schedule 3.9(b), each Contract listed on Schedule 3.9(a) (each, a “Material Contract”) is legal, valid, binding and enforceable against the applicable Atlas Company party thereto and against each other party thereto, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles. With respect to all Material Contracts, none of the Atlas Companies or, to the Knowledge of the Company, any other party to any such Material Contract is in material breach thereof or default thereunder (or is alleged to be in breach or default thereunder) and there does not exist under any Material Contract any event or circumstance which, with the giving of notice or the lapse of time (or both), would constitute such a material breach or default thereunder by any Atlas Company thereunder or, to the Knowledge of the Company, any other party to such Material Contract.

(c) Schedule 3.9(c) sets forth a list of the (i) top twenty (20) customers (determined by the amount of total invoiced revenue) of the Atlas Companies for the fiscal year ended December 31, 2018 and (ii) top five (5) customers (determined by the amount of total invoiced revenue) of the Atlas Companies for the three-month period ending as of March 31, 2019 (each, a “Material Customer”). No such Material Customer has cancelled, terminated or materially and adversely (from the Atlas Companies’ perspective) altered its relationship with any Atlas Company or threatened to cancel, terminate or materially and adversely alter its relationship with any Atlas Company.

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(d) Schedule 3.9(d) sets forth a list of the Material Suppliers. No such Material Supplier has cancelled, terminated or materially and adversely (from the Atlas Companies’ perspective) altered its relationship with any Atlas Company or threatened to cancel, terminate or materially and adversely alter its relationship with any Atlas Company.

Section 3.10 Intellectual Property.

(a) The former and current products, services and operation of the business of the Atlas Companies have not in the past five (5) years interfered with, infringed, misappropriated or otherwise violated, and do not currently interfere with, infringe, misappropriate or otherwise violate, any Intellectual Property rights of any Person in any respect, and no Atlas Company has in the past five (5) years received any written charge, complaint, claim, demand, or notice alleging any such infringement, misappropriation or other violation (including any claim that such Atlas Company must license or refrain from using any Intellectual Property rights of any Person) or challenging the ownership, registration, validity or enforcement of any Owned Intellectual Property. To the Knowledge of the Company, no Person is interfering with, challenging, infringing upon, misappropriating or otherwise violating any Owned Intellectual Property.

(b) Each Atlas Company owns or has the right to use all Intellectual Property that is used in and material to the business of such Atlas Company as currently conducted. Schedule 3.10(b) identifies each patent, Trademark and service mark registration, Internet domain name, and copyright registration, and all applications for the foregoing, in each case which is owned by an Atlas Company. None of the Atlas Companies owns or purports to own any Software material to the operation of the business of the Atlas Companies. Except as set forth on Schedule 3.10(b), all the Intellectual Property required to be disclosed in Schedule 3.10(b) is valid and enforceable. Each Atlas Company is the sole and exclusive owner of all right, title and interest in and to all Owned Intellectual Property, free and clear of any Liens, and the Owned Intellectual Property is not subject to any outstanding Order restricting the use or licensing thereof by such Atlas Company or the business of the Atlas Companies. All the Owned Intellectual Property required to be disclosed in Schedule 3.10(b) that is an issued patent, patent application, registration or application for registration has been maintained effective by the filing of all necessary filings, maintenance and renewals and timely payment of requisite fees. No loss or expiration of any Owned Intellectual Property is pending or, to the Knowledge of the Company, threatened or reasonably foreseeable, except for patents expiring at the end of their statutory terms (and not as a result of any act or omission by such Atlas Company).

(c) Each Atlas Company has taken commercially reasonable measures to protect the confidentiality of all trade secrets and any other confidential information owned by such Atlas Company (and any confidential information owned by any Person to whom any of the Atlas Companies has a confidentiality obligation). Except as required or requested by Law or as part of any audit or examination by a regulatory authority or self-regulatory authority, no such trade secret or confidential information has been disclosed by any Atlas Company to any Person other than to Persons subject to a duty of confidentiality or pursuant to a written agreement restricting the disclosure and use of such trade secrets or any other confidential information by such Person. No current or former founder, employee, contractor or consultant of any Atlas Company has any right, title or interest, directly or indirectly, in whole or in part, in any Owned Intellectual Property. Each Person who has developed any material Intellectual Property for any Atlas Company has assigned all right, title and interest in and to such Intellectual Property to an Atlas Company by a valid and enforceable written assignment by operation of law. To the Knowledge of the Company, no Person is in violation of any such confidentiality or assignment agreement.

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(d) No funding or facility or personnel of any Governmental Entity, university, college, other educational institution or research center was used in the development of any material Owned Intellectual Property. None of the Atlas Companies is required to pay any royalty or make any other form of payment to any Governmental Entity to allow the use, licensing, assignment or transfer of any Owned Intellectual Property.

(e) The IT Assets are sufficient in all material respects for the current business operations of the Atlas Companies. The Atlas Companies have in place disaster recovery and security plans and procedures and have taken reasonable steps to safeguard the availability, security and integrity of the IT Assets and all data and information stored thereon, including from unauthorized access and infection by Unauthorized Code. The Atlas Companies have maintained in the Ordinary Course of Business all required licenses and service contracts, including the purchase of a sufficient number of license seats for all Software, with respect to the IT Assets.

(f) Each item of Intellectual Property owned or used by the Atlas Companies immediately prior to the Closing will be owned or available for use by the Atlas Companies immediately subsequent to the Closing on identical terms and conditions as owned or used by the Atlas Companies immediately prior to the Closing.

(g) The Atlas Companies are in compliance with, in all material respects, all of confidentiality obligations under each Contract to which any Atlas Company are a party.

(h) Except as set forth on Schedule 3.10(h), the Atlas Companies have not experienced any Security Breaches or material Security Incidents during the five (5) year period prior to the date hereof and none of the Atlas Companies is aware of any written or oral notices or complaints from any Person regarding such a Security Breach or material Security Incident. None of the Atlas Companies has received any written or oral complaints, claims, demands, inquiries or other notices, including a notice of investigation, from any Person (including any Governmental Entity or self-regulatory authority or entity) regarding any of the Atlas Companies’ Processing of Personal Information or compliance with applicable Privacy and Security Requirements.

(i) Except as set forth on Schedule 3.10(i), the Atlas Companies are and have been in compliance in all material respects with all applicable Privacy and Security Requirements during the five (5) year period prior to the date hereof. The Atlas Companies have a valid and legal right (whether contractually, by Law or otherwise) to access or use all Personal Information that is Processed by or on behalf of the Atlas Companies in connection with the use and/or operation of its products, services and business, in the manner such Personal Information is accessed and used by the Atlas Companies. The execution, delivery, or performance of this Agreement and the consummation of the transactions contemplated herein will not violate any applicable Privacy and Security Requirements or result in or give rise to any right of termination or other right to impair or limit the Atlas Companies’ right to own or process any Personal Information used in or necessary for the conduct of the business of the Atlas Companies.

(j) The Atlas Companies have implemented Privacy Policies as required by applicable Privacy and Security Requirements, and the Atlas Companies are in compliance in all material respects with all such Privacy Policies.

(k) The Atlas Companies have implemented reasonable physical, technical and administrative safeguards designed to protect Personal Information in their possession or control from unauthorized access by any Person, including each of the Atlas Companies’ employees and contractors, and designed to ensure compliance in all material respects with all applicable Privacy and Security Requirements.

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Section 3.11 Litigation. Except as set forth on Schedule 3.11(a), there are no material Proceedings pending or threatened, against any Atlas Company or any director, officer or employee of an Atlas Company (in their capacity as such) before any Governmental Entity, and during the past five (5) years there have not been any such Proceedings and the Atlas Companies are not subject or bound by any material outstanding Orders. Except as set forth on Schedule 3.11(b), there are no material Proceedings pending, initiated or, to the Knowledge of the Company, threatened, by any Atlas Company against any other Person before any Governmental Entity, and during the past five (5) years there have not been any such Proceedings. Schedule 3.11(c) sets forth a list of all active Proceedings against any of the Atlas Companies that (a) is not a Proceeding in the Ordinary Course of Business for which such Atlas Company has valid insurance coverage, (b) is being controlled by a third party and (c) for which the applicable Atlas Companies are entitled to recover damages as a result of any adverse ruling as well as costs associated with such Proceedings (either through contractual indemnifications, insurance proceeds or otherwise).

Section 3.12 Brokerage. Except as set forth on Schedule 3.12, neither Seller nor any Atlas Company has incurred any obligation or liability, contingent or otherwise, in connection with this Agreement that would result in the obligation of any Atlas Company or any member of the Buyer Group to pay any finder’s fee, brokerage or agent’s commissions or other like payments in connection with the negotiations leading to this Agreement or the consummations of the transactions contemplated hereby.

Section 3.13 Labor Matters.

(a) Schedule 3.13(a) sets forth a complete list of all employees of the Atlas Companies and, as applicable, their classification as exempt or non-exempt under the Fair Labor Standards Act, title and/or job description, job location and compensation (base compensation and any bonuses paid with respect to the twelve-month period ended December 31, 2018 and the three-month period ended March 31, 2019). To the Knowledge of the Company, all employees of the Atlas Companies are legally permitted to be employed by the Atlas Companies in the jurisdiction in which such employees are employed in their current job capacities.

(b) Except as set forth in Schedule 3.13(b), no Atlas Company is a party to any collective bargaining agreement relating to employees of any Atlas Company. There are no strikes, work stoppages, slowdowns or other material labor disputes pending or, to the Knowledge of the Company, threatened against any Atlas Company, and no such disputes have occurred during the past three (3) years. To the Knowledge of the Company, there are no ongoing or threatened union organizing activities with respect to employees of any Atlas Company and no such activities have occurred during the past three (3) years. There are no material grievances or arbitrations pending or, to the Knowledge of the Company, threatened against any of the Atlas Companies and arising under a collective bargaining agreement. With respect to the transactions contemplated by this Agreement, the Atlas Companies have, or prior to the Closing will have, satisfied, in all material respects all notice and bargaining obligations they owe to any unions representing their employees under applicable Law or any collective bargaining agreement.

(c) Except as set forth in Schedule 3.13(c), the Atlas Companies are and for the past three (3) years have been in compliance, in all material respects, with all applicable Laws relating to the employment of labor, including provisions thereof relating to wages and hours, classification (including employee-independent contractor classification and the proper classification of employees as exempt employees and nonexempt employees under the Fair Labor Standards Act and applicable state and local Laws), equal opportunity, disability rights or benefits, workers’ compensation, affirmative action, collective bargaining, workplace safety, immigration, layoffs and the payment of social security and other Taxes. Except as set forth in Schedule 3.13(c), (i) there are no material Proceedings pending or, to the Company’s Knowledge, threatened against any Atlas Company with respect to or by any current or former employee, consultant or personnel of (or other individual service provider to) any Atlas Company, (ii) in the past three (3) years, none of the Atlas Companies has implemented any plant closing or layoff of employees triggering notice requirements the WARN Act and (iii) in the past three (3) years, no Atlas Company has engaged in any unfair labor practices and no Atlas Company is presently subject to or, to the Knowledge of the Company, threatened with any material grievances or unfair labor practices complaints or charges.

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(d) Except as would not reasonably be expected to result in material Liabilities to the Atlas Companies, taken as a whole: (i) each of the Atlas Companies has withheld all amounts required by law or by agreement to be withheld from the wages, salaries, and other payments to employees; (ii) no Atlas Company is liable for any arrears of wages, compensation, Taxes, penalties or other sums for failure to comply with any of the foregoing in the past three (3) years; (iii) in the past three (3) years, each of the Atlas Companies has paid in full to all employees, independent contractors and consultants all wages, salaries, commissions, bonuses, benefits and other compensation due and payable to or on behalf of such employees, independent contractors and consultants; and (iv) each individual who in the past three (3) years has provided or is providing services to any Atlas Company, and has been classified as a consultant, independent contractor or temporary employee, has been properly classified as such under all applicable Laws including relating to wage and hour and Tax. None of the Atlas Companies have any material Liability or obligations under any applicable Laws arising out of improperly treating any such individual as a consultant, independent contractor or temporary employee, as applicable, in the past three (3) years, and, to the Knowledge of the Company, no such individual is entitled to any compensation or benefits that such Person has not been afforded under any applicable Laws or benefit plan or program of any Atlas Company. None of the Atlas Companies are materially liable for any delinquent payment to any trust or other fund or to any Governmental Entity with respect to unemployment compensation benefits, social security or other benefits or obligations for any Atlas Company personnel (other than routine payments to be made in the Ordinary Course of Business and consistent with past practice).

(e) To the Company’s Knowledge, no employee or independent contractor of the any Atlas Company is, with respect to his or her employment by any Atlas Company, in material breach of any noncompete or nondisclosure agreement with a former employer. To the Company’s Knowledge, no senior executive or key employee of any Atlas Company has provided oral or written notice of any present intention to terminate his or her relationship with any Atlas Company within the first twelve (12) months following the Closing.

Section 3.14 Employee Benefit Plans.

(a) Schedule 3.14(a) sets forth a list of each consulting or independent contractor Contract, which requires aggregate future payments in 2019 from the Atlas Companies in excess of $100,000, with any Person for the performance of services to any of the Atlas Companies, each “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) and each equity-based, retirement, profit sharing, bonus, incentive, severance, separation, change in control, retention, deferred compensation, vacation, paid time off, medical, dental, life or disability plan, program, policy or Contract, and each other material employee compensation or benefit plan, program, policy or Contract that is maintained, sponsored or contributed to (or required to be contributed to) by any of the Atlas Companies or pursuant to which any of the Atlas Companies has any material Liabilities, in each case, other than a multiemployer plan as defined in Section 3(37) of ERISA (each a “Company Employee Benefit Plan”). With respect to each Company Employee Benefit Plan, Seller has made available to Parent copies of, as applicable, (i) the current plan document (and all amendments thereto), (ii) the most recent summary plan description provided to participants, (iii) the most recent determination or opinion letter received from the Internal Revenue Service (the “IRS”), (iv) the most recently filed Form 5500 annual report and (v) if applicable, nondiscrimination testing results for the three (3) years prior to the date hereof.

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(b) Except as set forth on Schedule 3.14(b), (i) no Company Employee Benefit Plan provides post-employment health insurance benefits other than as required under Section 4980B of the Code, (ii) no any Atlas Company sponsors, maintains or contributes to, nor has any liability with respect to, an “employee pension benefit plan,” as defined in Section 3(2) of ERISA, that is or was subject to Title IV of ERISA or Section 412 of the Code and (iii) no Atlas Company contributes to or has any obligation to contribute to any “multiemployer plan,” as defined in Section 3(37) of ERISA that is subject to Title IV of ERISA or Section 412 of the Code. No Atlas Company has any liability under Title IV of ERISA on account of being considered a single employer under Section 414 of the Code with any other Person.

(c) Each Company Employee Benefit Plan that is intended to be qualified within the meaning of Section 401(a) of the Code has received, or may rely upon, a favorable determination or opinion letter from the IRS and, nothing has occurred since the issuance of such opinion, notification and/or determination letter, as applicable, which could reasonably be expected to cause the loss of the tax-qualified status of such Company Employee Benefit Plan. Except as set forth on Schedule 3.14(c), each Company Employee Benefit Plan has been maintained, funded and administered in accordance in all material respects with its respective terms and in compliance in all material respects with all applicable Laws, including ERISA and the Code. There have been no “prohibited transactions” within the meaning of Section 4975 of the Code or Sections 406 or 407 of ERISA that are not otherwise exempt under Section 408 of ERISA and no breaches of fiduciary duty (as determined under ERISA) with respect to any Company Employee Benefit Plan. There is no Proceeding (other than routine and uncontested claims for benefits) pending or, to the Knowledge of the Company, threatened, with respect to any Company Employee Benefit Plan or against the assets of any Company Employee Benefit Plan.

(d) Except as set forth on Schedule 3.14(d), the consummation of the transactions contemplated by this Agreement, alone or together with any other event, will not (i) result in material payment or benefit becoming due or payable, to any current or former employee, director, independent contractor or consultant under a Company Employee Benefit Plan, (ii) increase the amount or value of any benefit or compensation otherwise payable or required to be provided to any current or former employee, director, independent contractor or consultant under a Company Employee Benefit Plan, or (iii) result in the acceleration of the time of payment, vesting or funding of any such benefit or compensation under a Company Employee Benefit Plan or (iv) result in the forgiveness in whole or in part of any outstanding loans made by the Atlas Companies to any current or former employee, director, independent contractor or consultant.

(e) No Company Employee Benefit Plan covers employees primarily working outside of the United States.

(f) Each Company Employee Benefit Plan that is, in any part, a nonqualified deferred compensation plan within the meaning of Section 409A of the Code has been operated and maintained in compliance with Section 409A of the Code and applicable guidance thereunder in all material respects. No Person has any right against the Atlas Companies to be grossed up for or reimbursed for any tax or interest imposed under Section 409A of the Code.

(g) No benefit payable or that may become payable by any of the Atlas Companies pursuant to any Company Employee Benefit Plan or as a result of, in connection with or arising under this Agreement shall constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code) that is subject to the imposition of an excise tax under Section 4999 of the Code or that would not be deductible by reason of Section 280G of the Code. No Atlas Company has agreed to pay, gross up or otherwise indemnify any employee or contractor for any tax imposed under Section 4999 of the Code.

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Section 3.15 Insurance. As of the date hereof, the Atlas Companies have in place policies of insurance in amounts and scope of coverage as set forth in Schedule 3.15 and each such policy is in full force and effect and all premiums are currently paid in accordance with the terms of such policy. Other than with respect to the errors and omissions insurance policy, all insurance policies maintained for the benefit of the Atlas Companies are maintained by the Atlas Companies. The amount and scope of coverage of the policies set forth in Schedule 3.15 are customary, adequate and suitable as compared to policies obtained by other companies of a similar nature and size operating in the industries that the Atlas Companies operate in and such policies are sufficient for the current needs of the business of the Atlas Companies. No Atlas Company is in default in any material respect of its obligations under any such policy. During the twelve (12) months prior to the date hereof, no Atlas Company has received any written notice of cancellation, material reduction in coverage or non-renewal of such policy. During the twelve (12) months prior to the date hereof, there have been no material claims by or with respect to the Atlas Companies, taken as a whole, under such policies as to which coverage has been denied or disputed in any material respect by the underwriters of such policy or in respect of which such underwriters have reserved material rights. Since the date of the Latest Balance Sheet, no Atlas Company has (a) failed to maintain in full force and effect any material insurance policies or (b) suffered any damage, destruction, theft or casualty loss to its tangible assets in excess of one hundred thousand dollars ($100,000) that is not covered by insurance.

Section 3.16 Compliance with Laws; Permits.

(a) Except as set forth on Schedule 3.16(a), each Atlas Company is and, during the past five (5) years has been, in compliance in all material respects with all Laws applicable to the conduct of the Atlas Companies and no notices have been received during the past five (5) years by any Atlas Company from any Governmental Entity or any other Person alleging a material violation of or noncompliance with any such Laws.

(b) Each Atlas Company holds all permits required or advisable for the ownership and use of its assets and properties or the conduct of their businesses (including for the occupation and use of the Leased Real Property) as currently conducted and are in compliance with all terms and conditions of such permits (collectively, “Permits”), except where the failure to have such Permits would not be reasonably expected to be, individually or in the aggregate, materially adverse to the business of the Atlas Companies. Except as disclosed in Schedule 3.16(b), no Proceeding is pending or threatened, to suspend, revoke, withdraw, modify or limit any such permit in a manner that has had or would reasonably be expected to have a material impact on the ability of the applicable Atlas Company to use such permit.

(c) Except as set forth on Schedule 3.16(c), the Atlas Companies collectively hold all licenses and permits required by Nuclear Laws for their business activities that utilize or rely upon nuclear materials. All such licenses and permits held by the Atlas Companies are in full force and effect. The Atlas Companies are not subject to any unresolved, written notifications from an Agreement State or the Nuclear Regulatory Commission concerning a material violation of, or non-conformance with, any applicable provisions of the permits or licenses or Nuclear Laws. The Atlas Companies have not received or conducted any audits or inspections that have disclosed any potential or actual material violations or non-conformances with respect to such permits and licenses or Nuclear Laws. If such violations or non-conformances have existed, Atlas Companies have reported such violations and non-conformances as required to the governing regulatory authority, and such violations and non-conformances have been fully resolved and such resolution documented by the Atlas Companies.

(d) The Atlas Companies hold all relevant and required insurance with respect to the activities conducted under their nuclear material licenses and permits. The Atlas Companies will undertake, as required by Nuclear Laws, procedures necessary to transfer any such permits and licenses as a result of this transaction. The Atlas Companies have made available for inspection all material, relevant documents with respect to these permits and licenses and the Atlas Companies’ use of or possession of nuclear materials.

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Section 3.17 Environmental Matters. Except as set forth in Schedule  3.17 and excluding matters relating to Nuclear Laws and permits or licenses thereunder, which are addressed in Section 3.16, (a) each Atlas Company is, and for the five (5) years preceding the Closing Date, has been, in compliance in all material respects with all applicable Environmental Laws; (b) each Atlas Company has for the five (5) years preceding the Closing Date timely obtained, maintains, and is, and for the five (5) years preceding the Closing Date, has been, in compliance in all material respects with, all permits, licenses, certificates or other authorizations materially required by applicable Environmental Laws for the ownership and use of its assets and Leased Real Property, and the conduct of its business as formerly or currently operated (collectively, the “Environmental Permits”), all such Environmental Permits are in full force and effect and there is no pending Proceeding to revoke or materially modify any Environmental Permit; (c) no Atlas Company has received any written notice or information request regarding any actual or alleged material violation by any Atlas Company of, or material Liabilities of any Atlas Company under, applicable Environmental Laws, which notice remains unresolved or under which there are continuing unsatisfied obligations; (d) no Atlas Company has used, generated, treated, stored, disposed of or released any Hazardous Materials on the Leased Real Property, any formerly owned or leased real property, or at any customer or other location that has or could result in material Liability to any of the Atlas Companies under Environmental Laws; (e) there are no material Proceedings pending, or to the Knowledge of the Atlas Companies, threatened against any Atlas Company under applicable Environmental Laws; (f) no Atlas Company is subject to any material outstanding judgment, Order or decree of any Governmental Entity under applicable Environmental Laws; (g) no consent, approval or authorization of or registration or filing with any Governmental Entity is required by Environmental Laws or Environmental Permits in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby; (h) Atlas Company has expressly assumed, undertaken or provided an indemnity with respect to any material Liability of any other Person under Environmental Laws, and there are no material claims pending, or to the Knowledge of the Atlas Companies, threatened related to such Liability; and (i) the Atlas Companies have provided to Parent true and correct copies of all Phase I environmental site assessment reports, Phase II reports, environmental, health or safety audits, inspections conducted in the five (5) years prior to the date hereof by the Atlas Companies, and material documents related to any Proceeding arising under Environmental Laws, that in each case, are in the Atlas Companies’ possession or reasonable control.

Section 3.18 Title to Assets. Except as set forth on Schedule 3.18, each Atlas Company has good and marketable title to, or, in the case of leased or subleased assets, a valid and binding leasehold interest in, or, in the case of licensed assets, a valid license in, all of its assets (whether real, personal, tangible or intangible) that are used by such Atlas Company (except for such assets as may have been sold or otherwise disposed of (a) in the Ordinary Course of Business consistent with past practice prior to the date of this Agreement and (b) after the date hereof and without violation of the terms and conditions of this Agreement), free and clear of all Liens other than Permitted Liens. Such assets of the Atlas Company constitute all of the material assets, properties, rights and interests necessary to conduct the business of the Atlas Companies after the Closing, in all material respects, as it has been operated for the twelve (12) months prior to the date hereof.

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Section 3.19 Government Contracts and Bids.

(a) Except as set forth on Schedule 3.19(a), with respect to each Contract that is or has been over the five (5) years prior to the date hereof, between any Atlas Company, on the one hand, and any Governmental Entity, on the other hand (each a “Company Government Contract”); each Contract that is or has been over the five (5) years prior to the date hereof, between any Atlas Company, on the one hand, and any prime contractor or upper-tier subcontractor, on the other hand, relating to a Contract between such Person and any Governmental Entity (each a “Company Government Subcontract”); and each outstanding bid, quotation or proposal by such Atlas Company that if accepted or awarded could lead to a Contract between such Atlas Company, on the one hand, and either any Governmental Entity or prime contractor or upper-tier subcontractor, on the other hand, relating to a Contract between such Person and any Governmental Entity (each such outstanding bid, quotation or proposal, a “Bid”):

(i) each such Company Government Contract or Company Government Subcontract has been legally awarded;

(ii) all representations and certifications with respect to any such Company Government Contract or Company Government Subcontract made by the applicable Atlas Company were current, accurate and complete in all material respects when made, and such Atlas Company has complied in all material respects with all such representations and certifications;

(iii) the Atlas Companies are not, and have not been in the five (5) years prior to the date hereof, in any material violation, breach or default of any provision of any Order or Law governing any Company Government Contract or Company Government Subcontract, and no allegation that any Atlas Company is or has been in the five (5) years prior to the date hereof, in breach or violation in any material respect of any statutory, regulatory or contractual requirement has been made to such Atlas Company and not withdrawn;

(iv) during the five (5) years prior to the date hereof, no Atlas Company has received a cure notice, a show cause notice or a stop work notice, nor, to the Knowledge of the Company, has any Atlas Company been threatened with termination for default under any Company Government Contract or Company Government Subcontract;

(v) no request for equitable adjustment by any Governmental Entity or by any of Atlas Company’s vendors, suppliers or subcontractors against it relating to any Company Government Contract or Company Government Subcontract is pending as of the date hereof;

(vi) there is no Proceeding pending or, to the Company’s Knowledge, threatened, in connection with any Company Government Contract or Company Government Subcontract, against any Atlas Company, or any of their respective directors or officers, including (i) alleged fraud under the False Claims Act (31 U.S.C. § 3729-3733), violations of the Procurement Integrity Act (41 U.S.C. § 423) or violations of the Truth in Negotiations Act (10 U.S.C. § 2306a, 41 U.S.C. § 254b) or (ii) the violation of any Governmental Rule relating to any Company Government Contract or Company Government Subcontract;

(vii) neither an Atlas Company nor, to the Knowledge of the Company, any director, officer, employee, consultant or agent of an Atlas Company is the subject of any audit or investigation, other than within the normal course of business, and no incurred costs have been disallowed, or recommended for disallowance, by any Governmental Entity;

(viii) all Atlas Companies have complied in all material respects with all requirements of the Company Government Contracts or Company Government Subcontracts and any Governmental Rule referenced therein, including Governmental Rules relating to the safeguarding of, and access to, classified information;

(ix) no Atlas Company been suspended or debarred from bidding on contracts or subcontracts with any Governmental Entity in connection with the conduct of its business; no such suspension or debarment has been initiated or threatened in writing;

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(x) there are no outstanding written claims in excess of one hundred thousand dollars ($100,000) between any Atlas Company and any prime contractor, subcontractor, vendor or other third party arising under or relating to any Company Government Contract or Company Government Subcontract;

(xi) neither any Atlas Company nor, to the Knowledge of the Company, any of directors, officers or employees of an Atlas Company is or has been (except as to routine security investigations) under administrative, civil or criminal investigation, indictment or information by any Governmental Entity with respect to any operations of such Atlas Company;

(xii) each Atlas Company has properly included their appropriate markings on its proposal submissions in response to solicitations and deliverable submissions under Company Government Contracts and Company Government Subcontracts required for the protection of proprietary information;

(xiii) each Atlas Company has complied in all material respects with all terms and conditions, including military specifications and other standards and requirements incorporated by reference, of the Company Government Contracts and Company Government Subcontracts; and

(xiv) no current operations of the Atlas Companies are restricted by the Organizational Conflicts of Interest restrictions as set forth in Federal Acquisition Regulation Subpart 9.5.

(b) The Atlas Companies and their officers, directors, managers, employees, consultants and agents collectively hold all security clearances necessary for the operation of their respective businesses as presently conducted. Schedule 3.19(b) sets forth a correct and complete list of all security clearances held by any Atlas Company or any their respective directors, officers, employees, consultants or agents. No Atlas Company is aware of any facts that are reasonably likely to give rise to the revocation of any security clearance of such Atlas Company or any of its directors, officers, managers, employees, consultants or agents. Each Atlas Company and each of its directors, officers, managers, employees, consultants or agents are in compliance in all material respects with applicable facilities and personnel security clearance requirements of the United States, including those specified in the Industrial Security Regulation (DOD 5220.22-R) and the National Industrial Security Program Operating Manual, DOD 5220.22-M.

(c) Each Atlas Company has complied in all material respects with all applicable cost accounting standards and cost principles of a Governmental Entity, and no Atlas Company has received written notice from the sponsoring United States Government Agency Administrative Contracting Officer or any other Governmental Entity of any intent to suspend, disapprove or disallow any material costs.

(d) All former U.S. government personnel that have been employed or retained by an Atlas Company comply with applicable Governmental Rules specifically related to post-government employment.

Section 3.20 Directors and Officers. Schedule 3.20 lists the directors or managers and officers of each Atlas Company.

Section 3.21 Customer Warranties. There are no pending or, to the Knowledge of the Company, threatened, material claims under or pursuant to any warranty, whether expressed or implied, on the products or services sold prior to the Closing Date by any Atlas Company that are not reserved for in accordance with GAAP in the Latest Balance Sheet. All of the services rendered by the Atlas Companies (whether directly or indirectly through independent contractors) have been performed in all material respects in conformity with all express warranties and, in all material respects, with all applicable contractual commitments, and no Atlas Company has any pending material claims for replacement or repair or for other damages relating to or arising from any such services, except for amounts which are immaterial in the aggregate. Set forth on Schedule 3.21 are the aggregate amounts of warranty claims incurred by the Atlas Companies, taken as a whole, during the last three (3) completed fiscal years. To the Knowledge of the Company, there is no reason to expect a material increase in the amount of warranty claims (as a percentage of gross revenues) in 2019.

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Section 3.22 Customer Assets. The Atlas Companies have sole custody and control of, and maintain adequate insurance coverage (directly or as an additional insured on customer policies) on all, material materials, supplies, parts or other assets delivered to the Atlas Companies by or on behalf of their customers for use in connection with projects that the Atlas Companies undertake for such customers (the “Customer Assets”). In the three (3) years preceding the date hereof, no material amount of the Customer Assets has been damaged, lost or stolen from the time of receipt by the Atlas Companies and, in the three (3) years preceding the date hereof, the Atlas Companies have not received notice of any material claim, loss or damage related to the Customer Assets.

Section 3.23 Accounts Receivable.

(a) Seller has made available to Parent an accurate and complete list and the aging of all accounts receivable of the Atlas Companies as of the date hereof (“Accounts Receivable”). The Accounts Receivable represent or will represent valid obligations and bona fide transactions arising from or relating to sales actually made or services actually performed by the Atlas Companies. All such Accounts Receivable relate solely to the sale of goods or services to customers of the Atlas Companies, none of whom are Affiliates of any Atlas Company. Except to the extent paid prior to the Closing Date, the Accounts Receivable are, or will be as of the Closing Date, current and collectible net of the respective reserve shown in the corresponding line items on the Financial Statements or on the accounting records of Atlas Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice).

(b) All accounts payable of the Atlas Companies, whether reflected on the Financial Statements or subsequently created, are valid payables that have arisen from bona fide transactions of the Atlas Companies. Since the date of the Latest Balance Sheet, the Atlas Companies have paid their accounts payable in the Ordinary Course of Business.

Section 3.24 Trade & Anti-Corruption Compliance.

(a) Neither any Atlas Company nor any of its directors, officers, managers, employees, its agents or third-party representatives, is or has in the five (5) years prior to the date hereof been: (i) a Sanctioned Person; (ii) operating in, organized in, conducting business with, or otherwise engaging in dealings with or for the benefit of any Sanctioned Person or in any Sanctioned Country in either case in material violation of applicable Sanctions in connection with the business of any Atlas Company; or (iii) otherwise in material violation of any applicable Sanctions or applicable Export Control Laws or U.S. antiboycott requirements (together “Trade Controls”), in connection with the business of any Atlas Company. No products produced by any Atlas Company requires a license from any Governmental Entity for sale or export to any jurisdiction or end-user that is not otherwise targeted by restrictions under applicable Sanctions or applicable Export Control Laws.

(b) In the five (5) years prior to the date hereof, in connection with or relating to the business of the Atlas Companies, neither any Atlas Company nor any of its directors, officers, managers, employees, agents or third-party representatives (i) has made, authorized, solicited or received any bribe, unlawful rebate, payoff, influence payment or kickback, (ii) has established or maintained, or is maintaining, any unlawful fund of corporate monies or properties, (iii) has used or is using any corporate funds for any illegal contributions, gifts, entertainment, hospitality, travel or other unlawful expenses, or (iv) has, directly or indirectly, made, offered, authorized, facilitated, received or promised to make or receive, any payment, contribution, gift, entertainment, bribe, rebate, kickback, financial or other advantage, or anything else of value, regardless of form or amount, to or from any Governmental Entity or any other Person, in each case in violation of applicable Anti-Corruption Laws.

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Section 3.25 Affiliate Transactions. Schedule 3.25 sets forth a list of all services provided within the twelve (12) months prior to the date hereof to any Atlas Company by any of its Affiliates (other than another Atlas Company) and all services provided within the twelve (12) months prior to the date hereof by any Atlas Company to any of its Affiliates (other than another Atlas Company), and the charges assessed for all services provided during such time. Except as disclosed in Schedule 3.25, there are no loans, Leases, commitments, guarantees, agreements (except for employment agreements and the Governing Documents) or other transactions or arrangements (oral or written) between any of the Atlas Companies, on the one hand, and any Affiliate thereof (other than another Atlas Company) or any current or former director, officer, stockholder/equity holder or employee of any Atlas Company, or any immediate family member or Affiliate of any of the foregoing, on the other hand.

Article IV
REPRESENTATIONS AND WARRANTIES OF SELLER

As an inducement to the Buyer Group to enter into this Agreement and consummate the transactions contemplated hereby, Seller hereby represents and warrants to the Buyer Group that the following representations and warranties are true and correct as of the date of this Agreement and as of the Closing Date (except, as to any representations and warranties that specifically relate to an earlier date, in which case such representations and warranties were true and correct as of such earlier date):

Section 4.1 Organization; Authority; Enforceability. Seller is a limited partnership duly formed, validly existing and in good standing under the Laws of the State of Delaware and Seller is qualified to do business as a foreign entity in each jurisdiction in which the character of its properties, or in which the transaction of its business, makes such qualification necessary, except where the failure to be so qualified and in good standing (or equivalent) would not be reasonably likely to have a material adverse effect. Seller has the limited partnership power and authority to execute and deliver this Agreement and the other agreements entered into (or contemplated to be entered into) and to consummate the transactions contemplated hereby. No other limited partnership proceedings on the part of Seller are necessary to approve and authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Seller and constitutes the valid and binding agreement of Seller, enforceable against Seller in accordance with its terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles.

Section 4.2 Capitalization and Ownership. As of immediately prior to Closing, Seller will have good and valid title to the Units free and clear of all Liens other than (a) Securities Liens and (b) Liens granted in connection with the Credit Agreement, which Liens will be released upon extinguishment of the Credit Agreement. Except as set forth on Schedule 4.2, Seller is not a party to (i) any option, warrant, purchase right or other Contract or commitment (other than this Agreement) that could require Seller to sell, transfer or otherwise dispose of any of the Units or (ii) any voting trust, proxy, or other Contract or understanding with respect to the voting of the Units. Other than the Units, Seller has no other equity interests or rights, options, warrants, convertible or exchangeable securities, subscriptions, calls, puts or other analogous rights, interests, agreements, arrangements or commitments to acquire or otherwise relating to any equity or voting interest of any Atlas Company or obligating such Atlas Company to issue, deliver, transfer or sell any capital securities or any other equity or voting interest in any Atlas Company

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Section 4.3 Noncontravention.

(a) Except as set forth in Schedule 4.3(a), the consummation of the transactions contemplated hereby by Seller do not (i) conflict with or result in any breach of the material terms, conditions or provisions of, (ii) constitute a default under (whether with or without the giving of notice, the passage of time or both), (iii) result in a violation of, (iv) give any third party the right to terminate or accelerate, or cause any termination or acceleration of, any material right or material obligation under, (v) result in the creation of any Lien upon the Units under, or (vi) other than the filings required pursuant to 6.2, require any approval from, or filing with, any Governmental Entity under or pursuant to, the Governing Documents or any Law, or Order to which Seller is bound or subject, except, in each case, as would not be materially adverse to the Sellers’ ability to consummate the transactions contemplated by this Agreement.

(b) Except as set forth in Schedule 4.3(b) or as would not be materially adverse to Seller, the consummation of the transactions contemplated hereby by Seller do not (i) conflict with or result in any breach of any of the material terms, conditions or provisions of, (ii) constitute a default under (whether with or without the giving of notice, the passage of time or both), (iii) result in a violation of, (iv) give any third party the right to terminate or accelerate, or cause any termination or acceleration of, any material right or material obligation under, (v) result in the creation of any Lien upon the Units under, or (vi) other than the filings required pursuant to Section 6.2, require any approval under or pursuant to any Contract to which Seller is a party.

Section 4.4 Litigation. Except as set forth on Schedule 4.4(a), there are no material Proceedings pending or threatened, against Seller before any Governmental Entity that (a) could reasonably be expected to adversely affect the ability of Seller to consummate the transactions contemplated by this Agreement or (b) challenge or that could reasonably be expected to prevent, impede, hinder, delay, make illegal, impose material limitations or conditions on, or otherwise interfere with, any of the transactions contemplated by this Agreement. Seller is not subject or bound by any material outstanding Orders.

Section 4.5 Brokerage. Except as set forth on Schedule 4.5, neither Seller nor any Atlas Company has incurred any obligation or liability, contingent or otherwise, in connection with this Agreement that would result in the obligation of any Atlas Company or any member of the Buyer Group to pay any finder’s fee, brokerage or agent’s commissions or other like payments in connection with the negotiations leading to this Agreement or the consummations of the transactions contemplated hereby.

Section 4.6 Investment Intent.

(a) Seller understands and acknowledges that the acquisition of Parent Shares and the Holdings Common Units involves substantial risk. Seller and its representatives have experience as investors in Equity Interests and other securities of companies such as Parent and Holdings, and Seller can bear the economic risk of its investment (which Seller acknowledges may be for an indefinite period) and has such knowledge and experience in financial or business matters that Seller is capable of evaluating the merits and risks of its investment in the Parent Shares and the Holdings Common Units.

(b) Seller is acquiring the Class B Common Stock and the Holdings Common Units for its own account, for investment purposes only and not with a view toward, or for sale in connection with, any distribution thereof, or with any present intention of distributing or selling any Class B Common Stock, the Holdings Common Units or other Equity Interests of Parent or Holdings, in each case, in violation of the federal securities Laws, any applicable foreign or state securities Laws or any other applicable Law.

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(c) Seller qualifies as an “accredited investor,” as such term is defined in Rule 501(a) promulgated pursuant to the Securities Act.

(d) Seller understands and acknowledges that the Class B Common Stock has not been registered under the Securities Act, any United States state securities Laws or any other applicable foreign Law. Seller acknowledges that such securities may not be transferred, sold, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the Securities Act and any other provision of applicable United States federal, United States state or other Law or pursuant to an applicable exemption therefrom. Seller acknowledges that there is no public market for the Class B Common Stock and that there can be no assurance that a public market will develop.

Article V
REPRESENTATIONS AND WARRANTIES OF THE BUYER GROUP

As an inducement to Seller and the Company to enter into this Agreement and consummate the transactions contemplated hereby, each member of the Buyer Group hereby represents and warrants that each of the following representations are true and correct as of the date of this Agreement and as of the Closing Date (except, as to any representations and warranties that specifically relate to an earlier date, in which case such representations and warranties were true and correct as of such earlier date):

Section 5.1 Organization; Authority; Enforceability. Parent is a corporation duly incorporated under the Laws of the State of Delaware with the requisite power and authority to enter into this Agreement and to perform its obligations hereunder. The execution, delivery and performance of this Agreement and the other agreements contemplated hereby to be executed and delivered by Parent and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Parent and no other proceedings on the part of Parent are necessary to authorize the execution, delivery or performance of this Agreement or the other agreements contemplated hereby. This Agreement and the other agreements contemplated hereby to be executed and delivered by Parent constitute valid and binding obligations of Parent, enforceable against Parent in accordance with its terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles. Holdings and Buyer are limited liability companies duly incorporated under the Laws of the State of Delaware with the requisite power and authority to enter into this Agreement and to perform their obligations hereunder. The execution, delivery and performance of this Agreement and the other agreements contemplated hereby to be executed and delivered by each of Holdings and Buyer and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all requisite limited liability company action on the part of each of Holdings and Buyer and no other proceedings on the part of either Holdings or Buyer are necessary to authorize the execution, delivery or performance of this Agreement or the other agreements contemplated hereby. This Agreement and the other agreements contemplated hereby to be executed and delivered by Holdings or Buyer constitute valid and binding obligations of Holdings or Buyer (as applicable), enforceable against Holdings or Buyer (as applicable) in accordance with its terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles.

Section 5.2 Capitalization.

(a) Schedule 5.2(a) sets forth, with respect to each member of the Buyer Group and any Subsidiaries thereof, (i) its name and jurisdiction of organization, (ii) its form of organization and (iii) (A) as of the date hereof, the Equity Interests issued by Parent and the record ownership thereof (other than with respect to the record and beneficial ownership of the Class A Common Stock of Parent and any Warrants issued in connection with the issuance of such Class A Common Stock of Parent) and (B) the Equity Interests issued by each other member of the Buyer Group and the record ownership thereof.

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(b) As of the date of this Agreement, the authorized capital stock of Parent consists of (i) one million (1,000,000) shares of preferred stock, par value $0.0001 per share and (ii) three hundred million (300,000,000) shares of common stock, par value $0.0001 per share, including (A) two hundred fifty million (250,000,000) shares of Class A Common Stock and (B) fifty million (50,000,000) shares of Class F Common Stock (the “Class F Common Stock”). As of the date of this Agreement, (A) twenty million, five hundred thousand (20,500,000) shares of Class A Common Stock were issued and outstanding (B) five million (5,000,000) shares of Class F Common Stock were issued and outstanding and (C) twenty three million, seven hundred and fifty thousand (23,750,000) warrants entitling the holder thereof to purchase one share of Class A Common Stock at an exercise price of eleven dollars and fifty cents ($11.50) per share of Class A Common Stock pursuant to, and subject to adjustments as provided by, the terms of the Warrant Agreement (the “Warrants”) were issued and outstanding. All outstanding shares of Class A Common Stock, Class F Common Stock and Warrants are and were (1) validly issued, fully paid and non-assessable, (2) issued in compliance in all material respects with applicable Law and (3) not issued in breach or violation of preemptive rights or Contract. Except for the Class F Common Stock, the Warrants, the Parent Stock Redemption right and any Equity Interests that may be issued or transferred to the Equity Financing Sources, there are no outstanding (w) securities of Parent convertible into or exchangeable for shares of capital stock or other Equity Interest or voting securities of any member of the Buyer Group, (x) options, warrants or other rights (including preemptive rights) or agreements, arrangement or commitments of any character, whether or not contingent, of Parent to acquire from any Person, and no obligation of Parent to issue, any shares of capital stock or other Equity Interest or voting securities of any member of the Buyer Group or any securities convertible into or exchangeable for such shares of capital stock or other Equity Interest or voting securities, (y) equity equivalents or other similar rights of or with respect to Parent or (z) obligations of Parent to repurchase, redeem, or otherwise acquire any of the foregoing securities, shares of capital stock, Equity Interests, options, equity equivalents, interests or rights. Except as set forth on Schedule 5.2(a), Parent has no direct or indirect Equity Interests, participation or voting right or other investment (whether debt, equity or otherwise) in any Person (including any Contract in the nature of a voting trust or similar agreement or understanding) or any other equity equivalents in or issued by any other Person.

(c) As of the date of this Agreement, the authorized Equity Interests of Holdings consists of all of the membership interests of Holdings and all such Equity Interests are and were (i) validly issued, fully paid and non-assessable, (ii) issued in compliance in all material respects with applicable Law and (iii) not issued in breach or violation of preemptive rights or Contract. Except for any Equity Interests that may be issued or transferred to the Equity Financing Sources, there are no outstanding (A) securities of Holdings convertible into or exchangeable for Equity Interests or voting securities of Holdings, (B) options, warrants or other rights (including preemptive rights) or agreements, arrangement or commitments of any character, whether or not contingent, of Holdings to acquire from any Person, and no obligation of Holdings to issue, any Equity Interests or voting securities of Holdings or any securities convertible into or exchangeable for such Equity Interests or voting securities, (C) equity equivalents or other similar rights of or with respect to Holdings or (D) obligations of Holdings to repurchase, redeem, or otherwise acquire any of the foregoing securities, Equity Interests, options, equity equivalents, interests or rights. Except as set forth on Schedule 5.2(a), Holdings has no direct or indirect Equity Interests, participation or voting right or other investment (whether debt, equity or otherwise) in any Person (including any Contract in the nature of a voting trust or similar agreement or understanding) or any other equity equivalents in or issued by any other Person.

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(d) As of the date of this Agreement, the authorized Equity Interests of Buyer consists of all of the membership interests of Holdings and all such Equity Interests are and were (i) validly issued, fully paid and non-assessable, (ii) issued in compliance in all material respects with applicable Law and (iii) not issued in breach or violation of preemptive rights or Contract. Except for any Equity Interests that may be issued or transferred to the Equity Financing Sources, there are no outstanding (A) securities of Buyer convertible into or exchangeable for Equity Interests or voting securities of Buyer, (B) options, warrants or other rights (including preemptive rights) or agreements, arrangement or commitments of any character, whether or not contingent, of Buyer to acquire from any Person, and no obligation of Buyer to issue, any Equity Interests or voting securities of Buyer or any securities convertible into or exchangeable for such Equity Interests or voting securities, (C) equity equivalents or other similar rights of or with respect to Buyer or (D) obligations of Buyer to repurchase, redeem, or otherwise acquire any of the foregoing securities, Equity Interests, options, equity equivalents, interests or rights. Except as set forth on Schedule 5.2(a), Buyer has no direct or indirect Equity Interests, participation or voting right or other investment (whether debt, equity or otherwise) in any Person (including any Contract in the nature of a voting trust or similar agreement or understanding) or any other equity equivalents in or issued by any other Person.

(e) The Rollover Class B Stock and Holdings Common Units to be issued to Seller pursuant to this Agreement will, upon issuance and delivery at the Closing, (i) be duly authorized and validly issued, and fully paid and nonassessable, (ii) be issued in compliance in all material respects with applicable Law, (iii) not be issued in breach or violation of any preemptive rights or Contract, and (iv) be issued to Seller with good and valid title, free and clear of any Liens other than Securities Liens (including for the avoidance of doubt any restrictions set forth in the Second A&R Certificate and the A&R LLC Agreement).

(f) Except for the Indebtedness (i) contemplated by the Committed Financing or (ii) incurred after the date hereof to the Sponsors or their Affiliates or any officer or director of any member of the Buyer Group on terms not materially different than those presented in the form promissory note set forth on Schedule 5.2(f) incurred in order to pay expenses or Taxes of any member of the Buyer Group incurred in the ordinary course of business prior to the Closing, no member of the Buyer Group has, or has any present intention, agreement, arrangement, understanding or Contract to enter into or incur, any obligations with respect to or under any Indebtedness.

Section 5.3 Brokerage. Except for arrangements for which the Buyer Group shall be solely responsible, there are no claims for brokerage commissions, finders’ fees or similar compensation in connection with the transactions contemplated by this Agreement based on any arrangement or agreement made by or on behalf of Parent.

Section 5.4 Trust Account. As of the date of this Agreement, Parent has (and will have immediately prior to the Closing, not taking into account any amounts to be paid to holders of Class A Common Stock, par value $0.0001, of Parent (the “Class A Common Stock”), that timely exercise and do not waive their rights to participate in the Parent Stock Redemption and not taking into account the Deferred Discount (as such term is defined in the Trust Agreement) owed to the underwriters of Parent’s initial public offering) at least two hundred million dollars ($200,000,000) plus accrued interest that has not been withdrawn by Parent to cover any of its tax obligations through August 12, 2019 (the “Trust Amount”) in the Trust Account, with such funds invested in United States government securities meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940 and held in trust by the Trustee pursuant to the Trust Agreement. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Parent and the Trustee, enforceable in accordance with its terms. The Trust Agreement has not been terminated, repudiated, rescinded, amended, supplemented or modified, in any respect, and no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no side letters and (except for the Trust Agreement) no agreements, Contracts, arrangements or understandings, whether written or oral, with the Trustee or any other Person that would (i) cause the description of the Trust Agreement in the Parent SEC Documents to be inaccurate in any material respect or (ii) entitle any Person (other than (x) holders of Class A Common Stock who shall have exercised their rights to participate in a Parent Stock Redemption, (y) the underwriters of Parent’s initial public offering, who are entitled to the Deferred Discount (as such term is defined in the Trust Agreement) and (z) Parent with respect to income earned on the proceeds in the Trust Account to cover any of its tax obligations) to any portion of the proceeds in the Trust Account. There are no Proceedings pending or, to the Knowledge of Buyer, threatened with respect to the Trust Account.

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Section 5.5 Parent SEC Documents; Controls.

(a) Parent has timely filed or furnished with the SEC all forms, reports, schedules and statements required to be filed or furnished under the Securities Act or the Securities Exchange Act (such forms, reports, schedules and statements, the “Parent SEC Documents”). As of their respective dates, each of the Parent SEC Documents, as amended (including, without limitation, all financial statements included therein, exhibits and schedules thereto and documents incorporated by reference therein), complied in all material respects with the applicable requirements of the Securities Act, or the Securities Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents contained, when filed or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended, any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. To the Knowledge of Buyer, as of the date hereof, (i) none of the Parent SEC Documents are the subject of ongoing SEC review or outstanding SEC comment and (ii) neither the SEC nor any other Governmental Entity is conducting any investigation or review of any Parent SEC Document. No notice of any SEC review or investigation of Parent or, following the effectiveness of each Parent SEC Document, such Parent SEC Documents has been received by Parent.

(b) The financial statements of Parent included in the Parent SEC Documents, including all notes and schedules thereto, complied in all material respects, when filed or if amended prior to the date of this Agreement, as of the date of such amendment, with the rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the financial position of Parent, as of their respective dates and the results of operations and the cash flows of Parent, for the periods presented therein.

(c) Except as not required in reliance on exemptions from various reporting requirements by virtue of Parent’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Securities Exchange Act and the listing standards of Nasdaq. Parent’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Parent in the reports that it files under the Securities Exchange Act are recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to Parent’s management as appropriate to allow timely decisions.

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Section 5.6 Information Supplied; Proxy Statement. The information supplied or to be supplied by the members of the Buyer Group for inclusion in the Proxy Statement, the Additional Parent Filings, any other Parent SEC Filing, any document submitted to any other Governmental Entity or any announcement or public statement regarding the transactions contemplated by this Agreement (including the Signing Press Release and the Closing Press Release) shall not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they are made, not misleading at (i) the time such information is filed, submitted or made publicly available, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of Parent, (iii) the time of the Parent Stockholder Meeting or (iv) the Closing (subject to the qualifications and limitations set forth in the materials provided by Parent or that are included in such filings and/or mailings). The Proxy Statement (other than with respect to information supplied by Parent for inclusion therein) will comply in all material respects with the applicable requirements of the Securities Exchange Act and the rules and regulations of the SEC thereunder applicable to the Proxy Statement.

Section 5.7 Litigation. There is no material Proceeding pending before any Governmental Entity, against or affecting any member of the Buyer Group or any of its or their properties or rights with respect to the transactions contemplated hereby.

Section 5.8 Solvency. Assuming the accuracy of the representations and warranties of Seller and the Company in Article III and Article IV, absent Fraud and giving effect to the transactions contemplated by this Agreement, including the receipt of any financing, and any repayment or refinancing of debt, payment of all amounts required to be paid in connection with the consummation of the transactions contemplated hereby and payment of all related fees and expenses, the Buyer Group and the Atlas Companies will be Solvent immediately after consummation of the transactions contemplated hereby.

Section 5.9 Listing. The issued and outstanding shares of Class A Common Stock and the Warrants (the foregoing, collectively, the “Parent Public Securities”) are registered pursuant to Section 12(b) of the Securities Exchange Act and are listed for trading on Nasdaq. There is no suit, action, Proceeding or investigation pending or, to the Knowledge of Buyer, threatened against Parent by Nasdaq or the SEC with respect to any intention by such entity to deregister any Parent Public Securities or prohibit or terminate the listing of any Parent Public Securities on Nasdaq. Parent has taken no action that is designed to terminate the registration of Parent Public Securities under the Securities Exchange Act. Parent has not received any written or, to Buyer’s Knowledge, oral deficiency notice from Nasdaq relating to the continued listing requirements of the Parent Public Securities.

Section 5.10 Investment Company. No member of the Buyer Group is an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

Section 5.11 Tax Matters.

(a) All material Tax Returns required by Law to be filed by the members of the Buyer Group have been timely filed, and all such Tax Returns are true, correct and complete in all material respects.

(b) All material amounts of Taxes due and owing by the members of the Buyer Group have been paid.

(c) There are no material written Tax deficiencies outstanding, proposed or assessed against any member of the Buyer Group, nor has any member of the Buyer Group executed any Contracts or other agreements waiving the statute of limitations on or extending the period for the assessment or collection of any material Tax, in each case, which have not since expired.

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(d) No material audit or other examination of any Tax Return of any member of the Buyer Group by any Tax authority is presently in progress, nor has any member of the Buyer Group been notified in writing in the past five (5) years of any request for such an audit or other examination.

Section 5.12 Noncontravention.

(a) The consummation of the transactions contemplated hereby by the members of the Buyer Group do not (i) conflict with or result in any breach of any of the material terms, conditions or provisions of, (ii) constitute a material default under (whether with or without the giving of notice, the passage of time or both), (iii) result in a material violation of, (iv) give any third party the right to terminate or accelerate, or cause any termination or acceleration of, any material right or material obligation under, (v) result in the creation of any Lien upon the Equity Interests under, or (vi) other than the filings required pursuant to Section 6.2, require any approval from, or filing with, any Governmental Entity under or pursuant to, the relevant Governing Documents or any Law, or Order to which any member of the Buyer Group is bound or subject.

(b) The consummation of the transactions contemplated hereby by the members of the Buyer Group does not (i) conflict with or result in any breach of any of the material terms, conditions or provisions of, (ii) constitute a default under (whether with or without the giving of notice, the passage of time or both), (iii) result in a violation of, (iv) give any third party the right to terminate or accelerate, or cause any termination or acceleration of, any material right or material obligation under, (v) result in the creation of any Lien upon the Units under, or (vi) other than the filings required pursuant to Section 6.2, require any approval under or pursuant to any material Contract to which any member of the Buyer Group is a party.

Section 5.13 Business Activities.

(a) Since its organization, each no member of the Buyer Group has conducted any business activities other than activities directed toward the accomplishment of a Business Combination. Except as set forth in the Parent Governing Documents, there is no agreement, commitment, or Order binding upon any member of the Buyer Group or to which any member of the Buyer Group is a party which has or would reasonably be expected to have the effect of prohibiting or impairing any business practice of any member of the Buyer Group or any acquisition of property by any member of the Buyer Group or the conduct of business by the Buyer Group as currently conducted or as contemplated to be conducted as of the Closing, other than such effects, individually or in the aggregate, which have not had and would not reasonably be expected to have a material adverse effect on the ability of the members of the Buyer Group to enter into and perform its obligations under this Agreement.

(b) Except for this Agreement and the transactions contemplated hereby, no member of the Buyer Group has interests, rights, obligations or Liabilities with respect to, and each member of the Buyer Group is not party to, bound by or has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or could reasonably be interpreted as constituting, a Business Combination.

(c) As of the date hereof and except for this Agreement and the Contracts expressly contemplated hereby or as set forth on Schedule 5.13(c), no member of the Buyer Group is a party to any Contract with any other Person that would require payments by the Buyer Group in excess of $25,000 in the aggregate with respect to any individual Contract (other than Contracts (i) for professional services including legal, accounting and other advisors of the Buyer Group who are not the Sponsors or any of their Affiliates or any of its or their or the Buyer Group’s directors, officers or employees or (ii) that are disclosed prior to the date hereof in any Parent SEC Filing).

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(d) As of the date hereof, there is no Liability, debt or obligation against the Buyer Group that would be required to be set forth or reserved for on a consolidated balance sheet of Parent (and the notes thereto) prepared in accordance with GAAP consistently applied and in accordance with past practice, except for Liabilities, debts or obligations (i) reflected or reserved for on Parent’s condensed balance sheet for the three-month period ended March 31, 2019 as reported on Form 10-Q or disclosed in the notes thereto (other than any such Liabilities not reflected, reserved or disclosed as are not and would not be, in the aggregate, material to Parent), (ii) less than $50,000 in the aggregate with respect to any individual or series of related Liabilities, debts or obligations that have arisen since the date of Parent’s consolidated balance sheet for the three-month period ended March 31, 2019 as reported on Form 10-Q in the Ordinary Course of Business of Parent, (iii) in respect of the Commitment Letters or the R&W Insurance Policy or (iv) for professional fees, including with respect to legal, accounting or other advisors incurred by the Buyer Group in connection with the transactions contemplated by this Agreement.

Section 5.14 Investment Intent.

(a) Each member of the Buyer Group understands and acknowledges that the acquisition of the Units involves substantial risk. The Buyer Group’s representatives have experience as investors in Equity Interests and other securities of companies such as the ones being transferred pursuant to this Agreement, and the Buyer Group can bear the economic risk of its investment (which the Buyer Group acknowledges may be for an indefinite period) and has such knowledge and experience in financial or business matters that Buyer Group is capable of evaluating the merits and risks of its investment in the Units.

(b) Buyer is acquiring the Units for its own account, for investment purposes only and not with a view toward, or for sale in connection with, any distribution thereof, or with any present intention of distributing or selling any Units, in each case, in violation of the federal securities Laws, any applicable foreign or state securities Laws or any other applicable Law.

(c) Buyer qualifies as an “accredited investor,” as such term is defined in Rule 501(a) promulgated pursuant to the Securities Act.

(d) The Buyer Group understands and acknowledges that the Units have not been registered under the Securities Act, any United States state securities Laws or any other applicable foreign Law. The Buyer Group acknowledges that such securities may not be transferred, sold, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the Securities Act and any other provision of applicable United States federal, United States state, or other Law or pursuant to an applicable exemption therefrom. The Buyer Group acknowledges that there is no public market for the Units and that there can be no assurance that a public market will develop.

Section 5.15 Financing.  Parent has received and accepted: (a) an executed commitment letter dated August 12, 2019 (as amended, modified, supplemented, replaced or extended from time to time after the date of this Agreement in compliance with Section 6.17, the “Debt Commitment Letter”) from the Debt Financing Sources party thereto (including any Debt Financing Sources who become party thereto by joinder in accordance with the terms thereof) pursuant to which the Debt Financing Sources have agreed, subject solely to the terms and conditions thereof and expressly stated therein, to provide (a) the debt amounts set forth therein which is the full amount of the debt financing required to consummate the transactions contemplated by this Agreement (such debt financing, together with any permitted Alternative Financing, the “Committed Financing”) and which may be reduced pursuant to Section 6.1(d)(iii). Parent has delivered to Seller true, complete and correct copies of the executed Commitment Letter and any fee letters referred to in, or contemplated by, the Debt Commitment Letter (with only fee amounts, pricing caps and other economic “market flex” terms redacted, so long as such redaction does not cover terms that could affect the conditionality, amount, timing, availability or termination of the Committed Financing) (each as amended, modified, supplemented, replaced or extended from time to time after the date of this Agreement in compliance with Section 6.17, the “Fee Letter”). Except as set forth in the applicable Commitment Letter, there are no conditions precedent to the obligations of the Debt Financing Sources to provide the Committed Financing or any contingencies that would permit the Debt Financing Sources to reduce the total amount of the Committed Financing. There are no other agreements, side letters or arrangements relating to the Committed Financing to which Parent or any of its Affiliates is a party that could impose conditions to the funding of the Committed Financing, other than those set forth in Debt Commitment Letters (or in the unredacted portions of the Fee Letter). As of the date of this Agreement, Parent does not have any reason to believe that it will be unable to satisfy on a timely basis all conditions to be satisfied by it in the Debt Commitment Letter or the Fee Letter at the time it is required to consummate the Closing hereunder. Except for any amendments (in compliance with Section 6.17) delivered to Seller on or prior to the date of this Agreement, neither of the Debt Commitment Letter nor the Fee Letter have been modified, altered or amended on or prior to the date of this Agreement, nor, to the Knowledge of Buyer, is any such amendment, modification, withdrawal, termination or rescission currently contemplated or the subject of current discussions. None of the commitments under the Debt Commitment Letter entered into on or prior to the date hereof have been withdrawn, terminated or rescinded prior to the date of this Agreement. Subject to its terms and conditions, the Committed Financing, when funded in accordance with the Debt Commitment Letter, will provide Buyer with acquisition financing proceeds on the Closing Date sufficient, together with available cash of the Buyer Group from sources other than the Committed Financing, to consummate the transactions contemplated by this Agreement (including making all necessary payments of fees and expenses in connection with the transactions contemplated hereby and both before and after giving effect to any “flex” provisions contained in the Fee Letter). As of the date of this Agreement, the Debt Commitment Letter is (as to the Buyer Group and to the Knowledge of Buyer, the other parties thereto) valid, binding and in full force and effect and no event has occurred that, with or without notice, lapse of time, or both, which would reasonably be expected to constitute a default or breach or a failure to satisfy a condition precedent on the part of Parent under the terms and conditions of the Debt Commitment Letter, other than any such default, breach or failure that has been irrevocably waived by the Debt Financing Sources, as applicable, or otherwise cured in a timely manner by Parent to the satisfaction of the Debt Financing Sources. As of the date of this Agreement, the Buyer Group has paid in full any and all commitment fees or other fees required to be paid pursuant to the terms of the Commitment Letters entered into as of the date hereof or Fee Letter on or before the date of this Agreement, and will pay in full any such amounts due on or before the Closing Date.

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Article VI
ADDITIONAL AGREEMENTS

Section 6.1 Interim Covenants.

(a) Affirmative and Negative Covenants of the Company. From the date hereof until the earlier of (i) the date this Agreement is terminated pursuant to Article VII and (ii) the Closing Date (such period, the “Pre-Closing Period”), unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, delayed or conditioned) and except as otherwise contemplated or permitted by this Agreement or set forth on Schedule 6.1(a), each Atlas Company shall operate its business in the Ordinary Course of Business (including with respect to their business relationships with customers, suppliers and others with whom such Atlas Company has a business relationship), and each Atlas Company shall not take or omit to take any action that would have required disclosure pursuant to Section 3.6 if such action had been taken after the date of the Latest Balance Sheet and prior to the date of this Agreement; provided, that, notwithstanding anything in this Agreement to the contrary, nothing contained in this Agreement shall (A) give the Buyer Group, directly or indirectly, the right to control or direct in any manner the operations of the Atlas Companies prior to the Closing; (B) prohibit or restrict any Atlas Company’s ability to make withdrawals, borrow funds or make payments or pre-payments under any agreement related to Indebtedness (1) in an aggregate amount not to exceed $10,000,000, (2) in connection with deferred purchase price obligations, working capital facilities, capital leases, purchase money arrangements, equipment financing arrangements, insurance premium financing arrangements and ordinary course bonding and guarantee arrangements or (3) under the Credit Agreement or any revolving line of credit or similar facility provided for thereunder, in each case prior to 12:01 a.m. on the Closing Date; (C) prohibit or restrict any Atlas Company from hiring or terminating (i) any employee whose annual base salary is less than two hundred thousand dollars ($200,000) in the Ordinary Course of Business or (ii) any employee for “cause” (as determined by the Seller or the Company); provided, that the Atlas Companies, taken as a whole, shall not hire more than 10% of the aggregate number of employees employed by the Atlas Companies; (D) prohibit or restrict any Atlas Company from making capital expenditures in the Ordinary Course of Business; (E) restrict the ability of any Atlas Company to declare or pay any Cash dividends or distributions prior to 12:01 a.m. on the Closing Date; (F) prohibit or restrict any Atlas Company from entering into, amending or terminating any Lease in the Ordinary Course of Business; or (G) instituting or settling any Proceeding alleging claims of less than $100,000 or resulting in a settlement of less than $100,000.

(b) Affirmative and Negative Covenants of the Buyer Group. During the Pre-Closing Period, unless Seller shall otherwise consent in writing (which consent shall not be unreasonably withheld, delayed or conditioned) and except as otherwise contemplated or permitted by this Agreement or on Schedule 6.1(b), the Buyer Group shall operate its business in the Ordinary Course of Business and shall comply with, and continue performing under, each member of the Buyer Group’s applicable Governing Documents, the Trust Agreement and all other agreements or Contracts to which any member of the Buyer Group is a party, and shall not (whether by action or omission):

(i) conduct any activities or enter into any Contracts directed toward or in contemplation of an alternative Business Combination to the Business Combination contemplated by this Agreement;

(ii) change, modify or amend the Trust Agreement, Parent Governing Documents or the Governing Documents of any other member of the Buyer Group;

(iii) (A) declare, set aside or pay any dividends on, or make any other distribution in respect of any outstanding capital stock of, or other Equity Interests in, any member of the Buyer Group; (B) split, combine or reclassify any capital stock of, or other Equity Interests in, any member of the Buyer Group; or (C) other than in connection with the Required Vote or a Parent Stock Redemption or as otherwise required by the Parent Governing Documents in order to consummate the transactions contemplated hereby, repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any capital stock of, or other Equity Interests in, any member of the Buyer Group;

(iv) make or change any material Tax election or adopt or change any material Tax accounting method, file any amendment to a material Tax Return, enter into any agreement with a Governmental Entity with respect to Taxes, settle or compromise any claim or assessment in respect of material Taxes, or consent to any extension or waiver of the statutory period of limitations applicable to any claim or assessment in respect of Taxes, enter into any Tax Sharing Agreement or similar Contract, if such election, change, amendment, Contract, settlement, consent or other action would have the effect of materially increasing the present or future Tax liability or materially decreasing any present or future Tax asset of the Buyer Group or their Affiliates and Subsidiaries after the Closing;

(v) take any action, or knowingly fail to take any action, which action or failure to act prevents or impedes, or could reasonably be expected to prevent or impede the Intended Tax Treatment;

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(vi) enter into, renew or amend in any material respect, any transaction or Contract with an Affiliate of any member of the Buyer Group (including, for the avoidance of doubt, (x) the Sponsors or anyone related by blood, marriage or adoption to any Sponsor and (y) any Person in which any Sponsor has a direct or indirect legal, contractual or beneficial ownership interest of 5% or greater), other than any Contracts for Indebtedness from the Sponsors or their Affiliates or any director or officer of any member of the Buyer Group on terms not materially different than those presented in the form promissory note set forth on Schedule 5.2(f) made in order to pay expenses or Taxes of any member of the Buyer Group incurred in the ordinary course of business prior to the Closing;

(vii) waive, release, compromise, settle or satisfy any pending or threatened material claim (which shall include, but not be limited to, any pending or threatened Proceeding) or compromise or settle any liability;

(viii) incur, guarantee or otherwise become liable for (whether directly, contingently or otherwise) any Indebtedness, other than the incurrence of any Contracts for Indebtedness from the Sponsors or their Affiliates or any director or officer of any member of the Buyer Group on terms not materially different than those presented in the form promissory note set forth on Schedule 5.2(f) made in order to pay expenses or Taxes of any member of the Buyer Group incurred in the ordinary course of business prior to the Closing;

(ix) incur, guarantee or otherwise become liable for (whether directly, contingently or otherwise) any material Liabilities, debts or obligations, other than such material Liabilities, debts or obligations as are expressly contemplated by this Agreement, other than any Contracts for Indebtedness from the Sponsors or their Affiliates or any director or officer of any member of the Buyer Group on terms not materially different than those presented in the form promissory note set forth on Schedule 5.2(f) made in order to pay expenses or Taxes of any member of the Buyer Group incurred in the ordinary course of business prior to the Closing; or

(x) (A) other than in connection with any Cash Equity from potential Equity Financing Sources or in connection with the consummation of the transactions contemplated by the Debt Commitment Letter or Fee Letter, offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, any capital stock of, or other Equity Interests in, any member of the Buyer Group or any securities convertible into, or any rights, warrants or options to acquire, any such capital stock or Equity Interests or (B) amend, modify or waive any of the terms or rights set forth in, any Warrant or the Warrant Agreement, including any amendment, modification or reduction of the warrant price set forth therein.

(c) Reasonable Best Efforts. Subject to the terms and conditions set forth herein, and to applicable legal requirements, during the Pre-Closing Period, the Parties shall cooperate and use their respective reasonable best efforts to take, or cause to be taken, all appropriate action (including executing and delivering any documents, certificates, instruments and other papers that are necessary for the consummation of the transaction contemplated hereby), and do, or cause to be done, and assist and cooperate with the other Parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated hereby, including the satisfaction of the conditions set forth in Section 2.6; provided, that, nothing herein shall require (i) the Buyer Group to take any action to satisfy the conditions set forth in Section 2.6(b) except for Sections 2.6(b)(iv) and 2.6(b)(vi) or (ii) Seller or any Atlas Company to take any action to satisfy the conditions set forth in Section 2.6(c). Seller shall use commercially reasonable efforts, and the Buyer Parties shall cooperate in all reasonable respects with Seller, to solicit and obtain the consents of the Persons who are party to the Contracts listed in Schedule 3.2(b)(iii) prior to the Closing; provided, however, that no Party or any of their Affiliates shall be required to pay or commit to pay any amount to (or incur any obligation in favor of) any Person from whom any such consent may be required.

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(d) Trust & Closing Funding. Subject to the satisfaction or waiver of the conditions set forth in Section 2.6 (other than those conditions that by their nature are to be satisfied at Closing, but subject to the satisfaction or waiver of those conditions) and provision of notice thereof to the Trustee (which notice Parent shall provide to the Trustee in accordance with the terms of the Trust Agreement), in accordance with, subject to and pursuant to the Trust Agreement and the Parent Governing Documents, at the Closing, the Buyer Group shall

(i) cause the documents, opinions and notices required to be delivered to the Trustee pursuant to the Trust Agreement to be so delivered

(ii) use its best efforts to cause the Trustee to pay as and when due all amounts payable to stockholders of Parent holding shares of the Class A Common Stock sold in Parent’s initial public offering who shall have validly elected to redeem their shares of Class A Common Stock pursuant to Parent’s amended and restated certificate of incorporation and use its best efforts to cause the Trustee to pay as and when due the Deferred Discount (as defined in the Trust Agreement) pursuant to the terms of the Trust Agreement; and

(iii) immediately after the actions in clause (ii) above, at the Closing, subject to this Agreement and the Trust Agreement, disburse all remaining amounts then available in the Trust Account and the proceeds of the Financing (together, the “Closing Available Cash”) for the following purposes and in the following order of priority (to the extent of such Closing Available Cash): (1) the repayment of the Indebtedness for Borrowed Money pursuant to Section 2.6(c)(vii)(K), (2) the payment of the Estimated Transaction Expenses pursuant to Section 2.6(c)(vii)(J), (3) the payment of any expenses described in clause (c) of the definition of Available Closing Date Equity to the extent actually due and payable in connection with the Closing (without duplication of the payment of the Deferred Discount pursuant to the foregoing clause (ii)), (4) the payment to Seller, as part of the Initial Purchase Price pursuant to Section 2.6(c)(vii)(B), until the Rolled Unit Value is equal to $197,000,000, (5) for up to, but not in excess of, $60,000,000 of Closing Available Cash, to reduce the amount of net proceeds to be received by the Buyer Group from Indebtedness for Borrowed Money from Debt Financing Sources, (6) for up to the subsequent $100,000,000 of Closing Available Cash or such lesser amount as is required to reduce the total amount of Indebtedness For Borrowed Money of the Buyer Group from all Debt Financing Sources to $270,000,000, (x) twenty percent (20%) for the payment to Seller, as part of the Initial Purchase Price pursuant to Section 2.6(c)(vii)(B), which shall reduce the Rolled Unit Value, and (y) eighty percent (80%) to the Debt Financing Sources to reduce the total amount of Indebtedness For Borrowed Money of the Buyer Group from all Debt Financing Sources to $270,000,000, (7) the payment to Seller, as part of the Initial Purchase Price pursuant to Section 2.6(c)(vii)(B), until the Rolled Unit Value is equal to $120,000,000, and (8) to either further reduce the total amount of Indebtedness For Borrowed Money of the Buyer Group from all Debt Financing Sources or for immediate use by Buyer, the Company or one of its Subsidiaries (and shall be deposited into one or more accounts of Parent, the Company or more of its Subsidiaries (as determined by Parent)), the balance of the Closing Available Cash, if any, after payment of the amounts required under the foregoing clauses (1) through (7).

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(e) Listing. During the Pre-Closing Period, the Buyer Group shall use reasonable best efforts to ensure Parent remains listed as a public company on, and for shares of Class A Common Stock and Warrants to be listed on, the Nasdaq.

(f) LTIP. Prior to the Closing Date, Parent shall approve and, subject to the approval of Parent’s stockholders, adopt, a management incentive equity plan, the proposed form and terms of which shall be prepared and delivered by Parent to Seller and shall be mutually agreed (in good faith) by Parent and Seller prior to the Closing Date (the “LTIP”).

(g) Exclusivity.

(i) During the Pre-Closing Period, neither Seller nor any Atlas Company shall enter into negotiations or any agreement regarding the terms of any sale of all or substantially all, of the Equity Interests or assets of any Atlas Company (except for dispositions of inventory and assets in the Ordinary Course of Business), whether such transaction takes the form of a sale of Units, merger, reorganization, recapitalization, sale of assets or otherwise (“Alternative Acquisition”), with any Person other than the Buyer Group, their Affiliates and their representatives.

(ii) Promptly following the date hereof, Seller, and each Atlas Company shall, and shall direct its Affiliates and its and their respective directors, officers, managers, principals, partners, members, employees, agents, consultants, lenders, financing sources, advisors, accountants or other representatives, representatives to, cease and cause to be terminated all existing discussions or negotiations with any Person conducted heretofore with respect to any Alternative Acquisition, or any inquiry or proposal that may reasonably be expected to result in an Alternative Acquisition, request the return or destruction of all confidential information previously furnished with respect to an Alternative Acquisition (except to the extent required by Law or internal compliance policies or procedures or as otherwise permitted pursuant to the applicable Contract) and terminate all physical and Data Room access previously granted to any Person with respect to an Alternative Acquisition.

(iii) Seller shall notify Parent promptly (and in any event within five (5) days) after it obtains Knowledge of the receipt by the Company (or any of its directors, officers, managers, principals, partners, members, employees, agents, consultants, lenders, financing sources, advisors, accountants or other representatives) of any proposal for an Alternative Acquisition or any request that is received after the date of this Agreement from any Person for non-public information relating to the Atlas Companies or for access to the business, properties, assets, books or records of the Atlas Companies in each case, to the Knowledge or reasonable belief of the Company, related to an Alternative Acquisition or that is to be used in connection with an Alternative Acquisition or for the purposes of making a proposal for an Alternative Acquisition. In such notice, Seller shall identify the third party making any such proposal for an Alternative Acquisition or request. Seller shall notify Parent promptly (and in any event within five (5) days) of any material amendments or proposed amendments as to price and other material terms thereof. Furthermore, Seller shall promptly (and in any event within two (2) Business Day) after receipt or delivery thereof, provide Parent (or its outside counsel) with copies of all material transaction agreements accompanying such proposal for an Alternative Acquisition or request (including any written, or electronic material to the extent such material contains any financial terms, conditions or other material terms relating to any proposal for an Alternative Acquisition, including the financing thereof). Notwithstanding the foregoing, in the event that such proposal, notification or delivery is restricted or, upon the advice of outside counsel could reasonably be expected to result in a breach of any applicable confidentiality or similar obligation, Seller shall only be obligated to (a) provide such proposal, notice or delivery to the extent so doing could not, upon the advice of outside counsel, reasonably be expected to result in any breach or violation of such obligation of confidentiality or similar and (b) cooperate with Parent in good faith to provide those material terms of such proposal that it is able to provide without breaching such applicable confidentiality or similar obligation.

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(iv) The Company and Seller acknowledge and agree that each is aware, and that the Company, Seller and each of their respective Affiliates and representatives is aware (or upon receipt of any material nonpublic information of Parent, will be advised), of the restrictions imposed by the United States federal securities Laws and other applicable foreign and domestic Laws on Persons possessing material nonpublic information about a public company. Seller hereby agrees, for itself and its Affiliates, that during the Pre-Closing Period, except in connection with or support of the transactions contemplated by this Agreement (including any communications with potential Equity Financing Sources or Debt Financing Sources) or at the request of any member of the Buyer Group or any of its Affiliates or its or their representatives, while any of them are in possession of such material nonpublic information, none of such Persons shall, directly or indirectly, acquire, offer or propose to acquire, agree to acquire, sell or transfer or offer or propose to sell or transfer any securities of Parent, communicate such information to any other Person or cause or encourage any Person to do any of the foregoing.

(h) Access to Information.

(i) During the Pre-Closing Period, upon reasonable prior notice, Seller shall, and shall cause the Atlas Companies to, afford the representatives of Parent reasonable access, during normal business hours, to the properties, books and records of the Atlas Companies and furnish to the representatives of Parent such additional financial and operating data and other information regarding the business of the Atlas Companies as Parent or its representatives may from time to time reasonably request for purposes of consummating the transactions and preparing to operate the business of the Atlas Companies following the Closing, in each case Parent agrees to pay the reasonable and documented out-of-pocket expenses associated with such access.

(ii) Notwithstanding anything in this Agreement to the contrary:

(A) in no event shall Seller, the Atlas Companies or their respective Affiliates be obligated to provide any (1) access or information in violation of any applicable Law or Contract, (2) information with respect to bids, the identity of any bidder, confidentiality or non-disclosure agreements, letters of intent, expressions of interest or other proposals received in connection with transactions comparable to those contemplated by this Agreement or otherwise involving the Equity Interests of Seller or the Company or any information or analysis relating to any such communications, (3) information the disclosure of which could reasonably be expected to jeopardize any applicable privilege (including the attorney-client privilege) available to any of Seller, the Atlas Companies or any of their respective Affiliates relating to such information, (4) information the disclosure of which would cause Seller, any Atlas Company or any of their respective Affiliates to breach a confidentiality obligation to which it is bound or (5) any Tax Return of Seller or its Affiliates; provided, that to the extent such access or information is denied pursuant to the foregoing clauses (1), (3) or (4), the Parties shall work together in good faith (at no cost to Seller or the Atlas Companies) to develop substitute arrangements that do not result in a violation of Law or Contract, the loss of an applicable privilege or breach of a confidentiality obligation, as applicable;

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(B) the investigation contemplated by Section 6.1(h)(i) shall not unreasonably interfere with any of the businesses, personnel or operations of any of Seller, the Atlas Companies or any of their respective Affiliates;

(C) except as provided for in Section 2.4, the auditors and accountants of any of Parent, Seller, the Atlas Companies or any of their respective Affiliates shall not be obligated to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants;

(D) if so requested by Seller, Parent shall enter into a customary joint defense agreement or common interest agreement with Seller, the Atlas Companies or any of their respective Affiliates with respect to any information provided to Parent, or to which Parent gains access, pursuant to this Section 6.1(h) or otherwise; and

(E) during the Pre-Closing Period, in no event shall any member of the Buyer Group be entitled to conduct any invasive or intrusive air, surface or subsurface sampling or testing (commonly known as a Phase II investigation) at any of the Atlas Company properties without the prior written consent of Seller.

(i) Communications. Promptly following the date of this Agreement, Seller, the Company and Parent shall cooperate in good faith to develop and mutually agree upon a communication strategy and policy for the Buyer Group and their Affiliates and their respective representatives to communicate with the employees, customers and suppliers of the Atlas Companies during the Pre-Closing Period (the “Communication Policy”). Except with the express prior written authorization of Seller and the Company, during the Pre-Closing Period, all communications of Buyer Group and their Affiliates and their respective representatives with the employees, customers and suppliers of the Atlas Companies shall be consistent and in accordance with such Communication Policy. Notwithstanding the foregoing, if Seller, the Company and Parent are unable to mutually agree on a Communication Policy, Seller and the Company shall be entitled to determine the Communication Policy in their reasonable discretion.

(j) Notification of Certain Matters. During the Pre-Closing Period, each of Seller and the Company shall disclose to Parent in writing any development, fact or circumstance of which Seller or the Company has Knowledge, arising before or after the date hereof, that would cause or would reasonably be expected to result in the failure of the conditions set forth in Section 2.6(a) or Section 2.6(b) to be satisfied. From the date hereof until the Closing Date, Parent shall disclose to Seller and the Company in writing any development, fact or circumstance of which Buyer has Knowledge, whether arising before or after the date hereof, that would cause or would reasonably be expect to result in the failure of the conditions set forth in Section 2.6(a) or Section 2.6(c) to be satisfied.

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Section 6.2 Antitrust Laws.

(a) Each of the Buyer Group and the Company will (i) cause the Notification and Report Forms required pursuant to the HSR Act with respect to the transactions contemplated hereby to be filed no later than ten (10) Business Days after the date of execution of this Agreement, (ii) request early termination of the waiting period relating to such HSR Act filings, (iii) supply as promptly as practicable any additional information and documentary material that may be requested by a Governmental Entity pursuant to the HSR Act and (iv) otherwise use its reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act with respect to the transactions contemplated hereby as soon as practicable. The Parties shall use reasonable best efforts to promptly obtain, and to cooperate with each other to promptly obtain, all authorizations, approvals, clearances, consents, actions or non-actions of any Governmental Entity in connection with the above filings, applications or notifications. Each Party shall promptly inform the other Parties of any material communication between itself (including its representatives) and any Governmental Entity regarding any of the transactions contemplated hereby. If a Party or any of its Affiliates receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then the Party shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request (subject to the terms hereof). Buyer Group and Company shall each pay 50% of all fees or other payments required by applicable Law to any Governmental Entity in order to obtain any such approvals, consents, or Orders.

(b) The Company and Parent shall keep each other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement and, to the extent permissible, promptly furnish the other with copies of notices or other communications between any Atlas Company or Parent (including their respective Affiliates and representatives), as the case may be, and any third party and/or Governmental Entity with respect to such transactions. The Company, on the one hand, and Buyer Group, on the other hand, shall give the other Party and its counsel a reasonable opportunity to review in advance, to the extent permissible, and consider in good faith the views and input of the other Party in connection with, any proposed material written communication to any Governmental Entity relating to the transactions contemplated by this Agreement. Each Party agrees not to participate in any substantive meeting, conference or discussion, either in person or by telephone, with any Governmental Entity in connection with the transactions contemplated by this Agreement unless it consults with the other Party in advance and, to the extent not prohibited by such Governmental Entity, gives the other Party the opportunity to attend and participate.

(c) Each of Buyer Group and Seller shall use reasonable best efforts to resolve objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement under the HSR Act, the Sherman Act, as amended, the Clayton Act, as amended, the Federal Trade Commission Act, as amended, and any other United States federal or state or foreign statutes, rules, regulations, Orders, decrees, administrative or judicial doctrines or other Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or constituting anticompetitive conduct (collectively, the “Antitrust Laws”). Subject to the other terms of this Section 6.2(c), each of Buyer Group and Seller shall use reasonable best efforts to take such action as may be required to cause the expiration of the notice periods under the HSR Act or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. In connection with and without limiting the foregoing, but subject to the other terms and conditions of this Section 6.2(c), Buyer Group agrees to use their reasonable best efforts to take promptly any and all steps necessary to avoid or eliminate each and every impediment under any Antitrust Laws that may be asserted by any federal, state and local and non-United States antitrust or competition authority, so as to enable the Parties to close the transactions contemplated by this Agreement as expeditiously as possible (each, a “Remedial Action”); provided, however, that any Remedial Action may, at the discretion of Seller or Parent, be conditioned upon the consummation of the Closing.

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(d) Buyer Group shall not, and shall cause their Affiliates not to, acquire or agree to acquire, by merging with or into or consolidating with, or by purchasing a portion of the assets of or equity in, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets or Equity Interests, if the entering into of a definitive agreement relating to, or the consummation of such acquisition, merger or consolidation would reasonably be expected to, (i) impose any material delay in the obtaining of, or materially increase the risk of not obtaining, any consents of any Governmental Entity necessary to consummate the transactions contemplated by this Agreement or the expiration or termination of any applicable waiting period; (ii) materially increase the risk of any Governmental Entity seeking or entering an Order prohibiting the consummation of the transactions contemplated by this Agreement; (iii) materially increase the risk of not being able to remove any such Order on appeal or otherwise; or (iv) materially delay or prevent the consummation of the transactions contemplated by this Agreement.

Section 6.3 R&W Insurance Policy.

(a) Parent has acquired a binding agreement (the “Binder Agreement”) to be issued at Closing of buyer-side representation and warranty insurance policies (collectively, the “R&W Insurance Policy”), attached as Exhibit L, naming Parent as the “named insured” and the Buyer Indemnified Parties (including, following the Closing, the Atlas Companies) as additional insureds. The R&W Insurance Policy shall contain (i) an applicable deductible or retention amount no greater than an amount equivalent to $4,627,500 (as of the Closing), (ii) policy coverage to include inaccuracies in and breaches of the representations and warranties of Seller and the Company, (iii) an aggregate limit of liability no less than $60,000,000, (iv) no entitlement to subrogation rights of recovery against Seller, except in the case of Fraud, and (v) such further terms as set forth in the Binder Agreement. Each Party shall use reasonable best efforts to satisfy the conditions set forth in the Binder Agreement to ensure that the R&W Insurance Policy is fully bound and in full force and effect at the Closing.

(b) In connection with the R&W Insurance Policy, the Buyer Group covenants and agrees not to, and to use reasonable best efforts to ensure that their Affiliates, officers, managers, members, directors, agents and representatives do not, take any action (or omit to take any action) the effect of which would, or would reasonably be expected to, void, impair or otherwise abrogate any of the coverages provided or made available pursuant to or under the R&W Insurance Policy. The cost of obtaining the R&W Insurance Policy, including all premiums and any related brokers fees, shall be paid by Parent at or prior to the Closing. From and after the Closing, Parent shall notify Seller in connection with any claim made by any Buyer Indemnified Party under the R&W Insurance Policy and to the extent requested in writing, Seller shall, and shall cause its Affiliates to use good faith efforts to reasonably cooperate with the Buyer Indemnified Parties in connection with any claim made by such Person under the R&W Insurance Policy. Parent shall pay all reasonable and documented out-of-pocked expenses of Seller or its Affiliates in connection with such cooperation.

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Section 6.4 Survival Periods.

(a) None of the representations, warranties, covenants or agreements set forth in this Agreement or in any certificate, statement or instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants, obligations, agreements and other provisions, shall survive the Closing (and there shall be no Liability after the Closing in respect thereof), in each case, except for (i) those covenants and agreements contained herein that by their terms contemplate performance, in each case, in whole or in part after the Closing, and then only with respect to any breaches occurring after the Closing, and (ii) solely in the case of Fraud, the representations and warranties set forth in Article III and Article IV, in each case, which shall survive until their Applicable Limitation Dates.

(b) No Person shall be entitled to recover for any Loss pursuant to Section 6.5(a) or Section 6.5(b) unless written notice of a claim thereof is delivered to Seller (in the case of a claim for which indemnification is available pursuant to Section 6.5(a)) or any member of the Buyer Group (in the case of a claim for which indemnification is available pursuant to Section 6.5(b)), as the case may be, prior to the Applicable Limitation Date.

(c) For purposes of this Agreement, “Applicable Limitation Date” means (i) in respect of any breach or non-fulfillment of any covenant or agreement of the Company, Seller or any member of the Buyer Group, as applicable, that survives the Closing Date and which breach or non-fulfillment occurs after the Closing, the date of the expiration, by their terms, of the obligations of the applicable Party under such covenant or agreement, including when such covenant or agreement has been fully performed or (ii) in the case of Fraud, the applicable statute of limitations. Notwithstanding the foregoing, any covenant or agreement in respect of which indemnity may be sought under Section 6.5, and the indemnity with respect thereto, shall survive the time at which it would otherwise terminate pursuant to this Section 6.4 if notice of the breach or non-fulfillment thereof giving rise to such right or alleged right of indemnity shall have been given to the Party against whom such indemnity may be sought prior to such time.

Section 6.5 General Indemnification.

(a) Subject to Section 6.5(c) and Section 6.5(d) and the other limitations set forth herein, Seller shall indemnify the Buyer Indemnified Parties and save and hold each of them harmless from and against and pay on behalf of or reimburse such Buyer Indemnified Parties for any and all Losses which any such Buyer Indemnified Party may suffer as a result of, arising from or in connection with any breach or non-fulfillment of any covenant or agreement of Seller under this Agreement to the extent requiring performance after the Closing and the matters set forth in Schedule 1.1(a).

(b) Parent, Holdings and Buyer shall jointly and severally indemnify the Seller Indemnified Parties and save and hold each of them harmless from and against and pay on behalf of or reimburse such Seller Indemnified Parties for any Losses which any such Seller Indemnified Party may suffer as a result of, arising from or in connection with any breach or non-fulfillment of any covenant of any member of the Buyer Group or the Company under this Agreement requiring performance after the Closing.

(c) Seller shall not be liable to any Buyer Indemnified Party for any Loss pursuant to or arising under this Agreement to the extent that the aggregate amount of all Losses indemnified by Seller exceeds the net proceeds received by Seller hereunder.

(d) Notwithstanding anything to the contrary contained herein:

(i) Losses in respect of which a Buyer Indemnified Party would otherwise be entitled to indemnification shall be offset by any amounts or benefits received (whether in the form of cash, credit or some other beneficial arrangement) from any third party in respect of such Loss, including in respect of any insurance proceeds, including pursuant to the R&W Insurance Policy (net of any reasonable and documented out-of-pocket expenses incurred in obtaining such recovery, including any deductible under any insurance policy or the retention under the terms of the R&W Insurance Policy) (collectively, the “Third-Party Recovery Proceeds”); and

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(ii) the Buyer Indemnified Parties shall be deemed not to have suffered any Loss arising from any Liability to the extent such Liability was explicitly included in the determination of Working Capital, Indebtedness or Transaction Expenses, as it is the intent of the Parties that the procedures set forth in Section 2.4 shall provide the sole and exclusive remedy for such claims.

(e) To the extent required by applicable Law, each Buyer Indemnified Party and each Seller Indemnified Party shall take reasonable best efforts to mitigate any Loss upon becoming aware of any event, state of facts, circumstances or developments which would reasonably be expected to, or does, give rise thereto. Notwithstanding anything in this Agreement to the contrary, with respect to any indemnification obligation of Seller, if coverage is available, the Buyer Group must first seek full recovery under the R&W Insurance Policy prior to seeking recovery from Seller.

(f) Any Person making a claim for indemnification under this Section 6.5 (an “Indemnitee”) shall notify the indemnifying party (an “Indemnitor”) of the claim in writing after receiving written notice of any Proceeding or other claim against it (if by a third party), describing the nature of the claim, the amount thereof (if known and quantifiable) and the basis thereof; provided, that the failure to so notify an Indemnitor shall not relieve an Indemnitor of its obligations hereunder, except to the extent that an Indemnitor is materially prejudiced thereby. The Parties shall cooperate in good faith to resolve any disputed claim for indemnification. Any Indemnitor shall be entitled to participate in the defense of such Proceeding or other claim giving rise to an Indemnitee’s claim for indemnification at such Indemnitor’s expense, and at its option (subject to the limitations set forth below) shall be entitled to assume the control of the defense thereof by providing notice to the Indemnitee within thirty (30) days of receipt of the notice described in the first sentence of this Section 6.5(f) and in connection therewith, by irrevocably acknowledging, admitting and agreeing to fully indemnify the Indemnitee for all Losses relating to such claim for indemnification, subject to the terms of this Section 6.5. If the Indemnitor assumes the defense of such claim for indemnification, it shall appoint counsel that is reasonably acceptable to the Indemnitee (which the Parties hereby agree that K&E is reasonably acceptable counsel to Parent and Winston & Strawn LLP is reasonably acceptable counsel to Seller) to be the lead counsel in connection with such defense; provided, that (i) the Indemnitee shall be entitled to participate in the defense of such claim and to employ counsel of its choice for such purpose if the fees and expenses of such separate counsel are borne entirely by the Indemnitee; (ii) Seller shall not be entitled to assume control of such defense if (A) the claim for indemnification relates to or arises in connection with any criminal Proceeding, (B) the claim primarily seeks an injunction or other equitable relief against a Buyer Indemnified Party, (C) presents, under applicable standards of professional conduct, a conflict on any significant issue between the Indemnitee and the Indemnitor, (D) involves any customer or supplier of the Indemnitee or any of their Affiliates and such claim could reasonably be expected to materially impair such Indemnitee’s or its Affiliate’s relationship with such customer or supplier, (E) in the circumstances in which Seller is the Indemnitor, has a reasonable likelihood of resulting in Losses that exceed the maximum amount of liability Seller would have under this Section 6.5; and (iii) if an Indemnitor shall control the defense of any such claim, such Indemnitor shall obtain the prior written consent of the Indemnitee (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of a claim; provided, however, subject to the limitations set forth in this Section 6.5, an Indemnitor may settle or consent to the entry of judgment in respect of such claim without the consent of the Indemnitee, if such settlement or judgment is for (x) money damages only, (y) includes a full and unconditional release of the Indemnitee from any further Liability in respect of such claim and (z) does not contain any admission of wrongdoing on the part of the Indemnitee. The Indemnitee may take any actions reasonably necessary to defend any third party claim prior to the time it receives notice from the Indemnitor that it will assume the defense of such claim. If the Indemnitor makes any payments on any claim pursuant to this Section 6.5, the Indemnitor shall be subrogated, to the extent of such payment, to all rights and remedies of the Indemnitee to any insurance benefits or other claims of the Indemnitee with respect to such claim, including any claims against third parties.

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(g) For the avoidance of doubt, except in the case of Fraud, the Buyer Indemnified Parties’ sole and exclusive source of recovery for any Losses due to a breach or misrepresentation of any representations of Seller or the Company, in this Agreement or in any certificate or other agreement delivered by Seller or the Company pursuant to this Agreement shall be recovery from the insurance coverage provided by the R&W Insurance Policy, and in no event will any Buyer Indemnified Party make a claim for indemnification pursuant to this Agreement, including this Section 6.5, in respect of any Loss resulting from any breach or misrepresentation of any representation or warranty of Seller or the Company pursuant to this Agreement or any certificate delivered by Seller or the Company pursuant to this Agreement. Subject to the limitations set forth in this Section 6.5, to the extent Seller is liable to any Buyer Indemnified Party for any indemnifiable Loss pursuant to Section 6.5(a), then the Buyer Indemnified Parties shall be required to effect and discharge payment of such indemnifiable Loss within three (3) Business Days after the final, binding determination thereof, at the election of Seller in its sole discretion, Seller may either (i) surrender, for no additional consideration, a number of Seller Holdings Units and Rollover Class B Stock (subject to equitable adjustment for any split, dividend, distribution, combination, reclassification, reorganization, recapitalization or similar) equal to the quotient of (A) the amount of such Loss divided by (B) the Common Stock Price, or (ii) pay, or cause to be paid, by wire transfer of immediately available funds to the Buyer Indemnified Party, the amount of such indemnifiable Loss (after taking into account any recovery under the R&W Insurance Policy); provided, that Seller may elect to pay the amount of such indemnifiable Loss by means of more than one (without duplication) of the foregoing clauses (i) or (ii) and may change its election at any time prior to such payment or surrender.

(h) To the extent that any Third-Party Recovery Proceeds are recovered by a Buyer Indemnified Party after the related indemnification payment has been made by Seller pursuant to this Section 6.5 for the same Loss, in order to prevent any recovery of a Loss more than once in respect of the same Losses suffered, such Buyer Indemnified Party shall pay over to Seller, in cash, the amounts of such Third-Party Recovery Proceeds for which indemnification payments have previously been made by Seller, promptly after such Third-Party Recovery Proceeds are actually recovered, but not more than the amount of indemnification payment made by Seller pursuant to this Section 6.5. If permitted under the terms of the R&W Insurance Policy, in lieu of the foregoing, such Buyer Indemnified Party may subrogate or assign its rights to recover under the R&W Insurance Policy to Seller or its designee.

(i) Notwithstanding anything in this Agreement to the contrary, for the purposes of this Section 6.5, each representation and warranty in this Agreement and the Schedules shall be read without regard and without giving effect to the terms “material”, “in all material respects”, “Material Adverse Effects” or similar phrases or qualifiers contained in such representation or warranty (as if such words or phrases were deleted from such representation and warranty).

(j) The representations and warranties of Seller and the Company, and any Buyer Indemnified Party right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of any Buyer Indemnified Party or by reason of the fact that any Buyer Indemnified Party knew, or should have known, that any such representation and warranty was, or might be, inaccurate.

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(k) Notwithstanding anything in this Agreement to the contrary, Seller hereby agrees that no Seller Indemnified Party will be entitled to seek indemnity, reimbursement or contribution from Parent, Holdings, Buyer or any Atlas Company or any of their respective officers or directors for any indemnity or other obligation for which Seller is liable to any Buyer Indemnified Party under this Agreement.

(l) Except in the case of Fraud, the sole and exclusive remedy for any and all claims against Seller arising under, out of, related to or in connection with this Agreement, shall be the remedies provided in Section 2.4, the rights of indemnification set forth in this Section 6.5 and, with respect to any covenant or agreement, specific performance or other equitable remedies, and no Person will have any other entitlement, remedy or recourse, whether in Contract, tort or otherwise against Seller (other than specific performance, injunction or other equitable relief pursuant to the terms of Section 8.10), it being agreed that all of such other remedies, entitlements and recourse are expressly waived and released by the Parties to the fullest extent permitted by law (including claims arising under Environmental Laws, including the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601, et seq., as amended). The provisions of this Section 6.5(l) and the limited remedies provided in Section 2.4 and Section 6.5 were specifically bargained for by the Parties and were taken into account by them in arriving at the Enterprise Value and the Rolled Unit Value and the terms and conditions of this Agreement. No Party shall be entitled to a rescission of this Agreement (or any related agreements) or any further indemnification rights or claims of any nature whatsoever, all of which are hereby expressly waived by the Parties to the fullest extent permitted under applicable Law.

(m) All indemnification payments under this Section 6.5 shall be deemed adjustments to the Final Purchase Price for all purposes, including for income Tax purposes, to the extent permitted by applicable Law.

Section 6.6 Certain Tax Matters.

(a) Seller shall prepare and file, or cause to be prepared and filed, at its sole cost and expense, all Tax Returns for each Atlas Company which are due on or prior to the Closing Date and all Pass-Through Tax Returns of any Atlas Company for any taxable period ending on or prior to the Closing Date (collectively, the “Seller Prepared Returns”), and shall pay any Taxes shown as due on any Seller Prepared Return to the applicable Taxing Authority. Seller shall cause each Seller Prepared Return to be prepared in a manner consistent with the Company’s past practice. Each Seller Prepared Return due after the Closing Date that needs to be filed by any Atlas Company shall be submitted to Parent for review and approval no later than thirty (30) days prior to the due date for filing such Tax Return (taking into account applicable extensions). Seller shall incorporate all reasonable comments received from Parent no later than ten (10) days prior to the due date for filing any such Tax Return (taking into account applicable extensions). Parent shall cause the Atlas Companies to file all such Seller Prepared Returns prepared by Seller and timely delivered to Parent in accordance with this Section 6.6(a). No Seller Prepared Return may be amended after the Closing without the prior written consent of Parent. Parent shall prepare and file, or cause to be prepared and filed, all Tax Returns of the Atlas Companies (other than Seller Prepared Returns) for any Straddle Period that are required to be filed after the Closing Date (the “Parent Prepared Returns”). Parent shall cause each Parent Prepared Return that is a Pass-Through Tax Return to be prepared applying the “interim closing method” under Section 706 of the Code (and any similar provision of state or local Law) and in a manner consistent with the Company’s past practice (provided that any Pass-Through Tax Return for the Atlas Partnership Entities shall include an election under Section 754 of the Code (or similar provision of any state, local or non-U.S. jurisdiction) for the year including the Closing Date) and deliver a copy of each such Tax Return to Seller for review and approval no later than thirty (30) days prior to the due date for filing such Tax Return (taking into account applicable extensions). Parent shall incorporate all reasonable comments received from Seller no later than ten (10) days prior to the due date for filing any such Tax Return (taking into account applicable extensions). Notwithstanding any other provision of this Section 6.6(a), Seller, at its sole cost and expense, shall be solely responsible for filing all of the Tax Returns required to be filed by Seller and paying all of the Taxes due and owing by Seller (including to the extent attributable to income of any Atlas Company that flows up to Seller).

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(b) For purposes of determining whether the following Taxes are attributable to a Pre-Closing Tax Period:

(i) in the case of property Taxes and other similar Taxes imposed for a Straddle Period, the amounts that are allocable to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period;

(ii) in the case of Taxes in the form of interest or penalties, all such Taxes shall be treated as attributable to a Pre-Closing Tax Period to the extent relating to a Tax for a Pre-Closing Tax Period whether such items are incurred, accrued, assessed or similarly charged on, before or after the Closing Date;

(iii) in the case of Taxes imposed on any Atlas Company (or any other Buyer Indemnified Party as a result of its direct or indirect ownership of an Atlas Company) as a result of income of any Flow-Thru Entity realized on or prior to the Closing Date (such income being computed assuming the Flow-Thru Entity had a year that ends on the Closing Date and closed its books), such Taxes shall be treated as Taxes of an Atlas Company for a Pre-Closing Tax Period;

(iv) in the case of Taxes imposed on any Atlas Company with respect to the payment of any Transaction Expenses, such Taxes shall be treated as Taxes of an Atlas Company for a Pre-Closing Tax Period; and

(v) in the case of all other Taxes for a Straddle Period (including Taxes based on or measured by income, receipts, payments, or payroll (to the extent not covered by (iv) above)), the amount allocable to the Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the Closing Date using a “closing of the books” methodology; provided, that for purposes of this clause (v), any item determined on an annual or periodic basis (including amortization and depreciation deductions and the effects of graduated rates) shall be allocated to the portion of the Straddle Period ending on the Closing Date based on the mechanics set forth in clause (i) for periodic Taxes.

(c) Parent shall notify Seller of receipt by any Atlas Company of a written notice of any pending or threatened Tax audit, assessment, litigation or other Proceeding if such audit, assessment, litigation or other Proceeding is with respect to Taxes with respect to any Pass-Through Tax Returns of any Atlas Company for any Pre-Closing Tax Period (“Tax Contest”). No failure or delay of Parent in the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities of Seller pursuant to this Agreement except to the extent Seller is materially prejudiced thereby. Seller shall, at its own expense, control any Tax Contest relating to a Seller Prepared Return that is a Pass-Through Tax Return (a “Seller Tax Contest”), provided that (i) Seller shall keep Parent reasonably informed regarding the status of such Tax Contest; (ii) Seller shall control the Tax Contests diligently and in good faith; (iii) Parent shall have the right to participate in such Tax Contest; (iv) Seller shall not settle, resolve or abandon the Tax Contest (or any portion thereof) without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed) and (v) Seller shall bear all costs and expenses of Seller and all reasonable out-of-pocket costs and expenses of the Atlas Companies in controlling such Tax Contest. Parent shall control any Tax Contests that are not Seller Tax Contests (“Parent Tax Contest”). Seller shall have the right to participate in any Parent Tax Contest. Parent shall not settle any Parent Tax Contest without the prior written consent of Seller (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding anything in the Agreement to the contrary, in case of any conflict between this Section 6.6(c) and Section 6.5(f) with respect to any Tax Contest, this Section 6.6(c) shall govern with respect to such Tax Contest.

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(d) Each Party shall cooperate (and cause its Affiliates to cooperate) fully, as and to the extent reasonably requested by each other Party, in connection with the preparation and filing of Tax Returns pursuant to Section 6.6(d) and any audit or other Proceeding with respect to Taxes or Tax Returns of any Atlas Company (whether or not a Tax Contest). Such cooperation shall include the provision of records and information which are reasonably relevant to any such audit or other Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Following the Closing, Parent agrees to retain all books and records with respect to Tax matters pertinent to the Atlas Companies relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Seller, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Taxing Authority. Each Party shall furnish the other Parties with copies of all relevant correspondence received from any Taxing Authority in connection with any Tax audit or information request with respect to any Taxes for which the other may have an indemnification obligation under this Agreement. Each Party shall (and shall cause its Affiliates to) provide certificates or forms, and timely execute any Tax Return, that are necessary or appropriate to establish an exemption for (or reduction in) any Transfer Tax. Seller shall (and shall cause its Affiliates to) provide any information reasonably requested, at Parent’s sole cost and expense, to allow Parent or any Atlas Company to comply with any information reporting or withholding requirements contained in the Code or other applicable Laws or to compute the amount of payroll or other employment Taxes due with respect to any payment made in connection with this Agreement.

(e) All transfer, documentary, sales, use, value added, goods and services, stamp, registration, notarial fees and other similar Taxes and fees (collectively, “Transfer Taxes”), shall be paid fifty percent (50%) by the Buyer Group, on the one hand, and fifty percent (50%) by Seller, on the other hand. Each Atlas Company will file all necessary Tax Returns and other documentation with respect to all such Transfer Taxes, and, if required by applicable Law, Seller and Parent will, and will cause their respective Affiliates to, cooperate and join in the execution of any such Tax Returns and other documentation.

(f) The Parties agree, for U.S. federal income Tax purposes, unless otherwise required by a determination within the meaning of Section 1313 of the Code, (i) to treat the contribution of the Units to Buyer by Seller in exchange for Holdings Common Units, Class B Common Stock, and the Final Purchase Price pursuant to this Agreement as a transaction described in Section 721 of the Code, except to the extent Section 707 of the Code applies (including because any portion of the Final Purchase Price does not qualify as a reimbursement of preformation capital expenditures within the meaning of U.S. Treasury Regulations Section 1.707-4(d)) (such reimbursements, the “CapEx Reimbursement”) and (ii) that neither the Class B Common Stock nor the right to redeem or exchange Holdings Common Units contemplated by the operating agreement of Holdings shall be treated as having a fair market value greater than zero dollars ($0) (the “Intended Tax Treatment”). Within thirty (30) days after the determination of the Final Purchase Price pursuant to Section 2.4, (A) Parent will prepare, and deliver to Seller, an allocation statement allocating the Final Purchase Price and any other amounts treated as consideration for U.S. federal income Tax purposes (the “Aggregate Consideration”) among the assets of the Atlas Companies that are classified as entities that are disregarded as separate from Seller (prior to the Closing) or that are treated as partnerships for U.S. federal income Tax purposes, in each case, in accordance with Section 1060 of the Code (and any other applicable section of the Code), the Treasury Regulations thereunder (and any similar provision of state or local Law) and the methodologies set forth on Schedule 6.6(f) (the “Proposed Allocation”) and (B) Seller will prepare, and deliver to Parent, a schedule setting forth the portion of the Final Purchase Price that qualifies as a CapEx Reimbursement along with reasonably detailed supporting schedules (the “Proposed CapEx Schedule”). Within fifteen (15) days after the receipt of the Proposed CapEx Schedule and Proposed Allocation, the receiving Party will propose any changes or will indicate its concurrence therewith; provided that Parent may not propose any increase to the amount of CapEx Reimbursement proposed by Seller in the Proposed CapEx Schedule. If Parent and Seller do not agree with the Proposed CapEx Schedule or Proposed Allocation, then Parent and Seller shall attempt in good faith to reach agreement on the amount of the CapEx Reimbursement or the allocation of the Aggregate Consideration, as applicable, in a manner consistent with applicable income Tax Law. If Parent and Seller cannot reach agreement on the amount of the CapEx Reimbursement or such allocation within fifteen (15) days after Parent’s receipt of Seller’s proposed changes, then the Valuation Firm shall determine the allocation or the amount of CapEx Reimbursement, as applicable, under the procedures for resolving disputes as set forth in Section 2.4(b) (including the provisions thereof regarding fees and expenses); provided that the Valuation Firm may not determine that the amount of CapEx Reimbursement exceeds the amount proposed by Seller in the Proposed CapEx Schedule. The allocation of the Final Purchase Price among the assets of the Atlas Companies and the amount of the CapEx Reimbursement, as agreed to by Parent and Seller or as finally determined by the Valuation Firm, as the case may be, shall be binding on all Parties (the “Final Allocation” and the “Final CapEx Schedule”, respectively). Parent and Seller shall, and shall cause each applicable Affiliate to: (1) file all Tax Returns for income Taxes consistent with the Final CapEx Schedule, Final Allocation and Intended Tax Treatment; (2) promptly inform each other of any challenge by any Governmental Entity to the Final CapEx Schedule, Final Allocation or Intended Tax Treatment; and (3) consult with and keep one another informed with respect to the status of, and any discussion, proposal or submission with respect to, any challenge to the Final CapEx Schedule, Final Allocation or Intended Tax Treatment; provided, that, to the extent permitted by applicable Law, the Parties shall make appropriate adjustments to the Final Allocation and Final CapEx Schedule to reflect any adjustments to the Final Purchase Price as a result of any indemnification payments pursuant to Section 6.5.

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(g) Subject to the final sentence of this Section 6.6(g), Seller will be entitled to any Tax refunds that are received by Parent or any Atlas Company, and any amounts credited against Tax to which Parent and any Atlas Company become entitled, in any Post-Closing Tax Period that relate to any Pre-Closing Tax Period (other than refunds of Transfer Taxes, which shall be allocated in the same manner as Transfer Taxes are allocated under Section 6.6(e)). Parent will pay, or cause to be paid, over to Seller any such refund or the amount of any such credit within ten (10) Business Days after receipt of such refund (or, if the refund is in the form of a credit against Taxes, ten (10) Business Days after filing the Tax Return claiming such credit), net of (i) any Taxes of any Atlas Company, Parent or any other Buyer Indemnified Party with respect to such payment; (ii) any Taxes any Atlas Company, Parent or any other Buyer Indemnified Party incurs with respect to the receipt of such refund and (iii) any reasonable out-of-pocket expenses that Parent, any Atlas Company or any of their Affiliates incur with respect to such refund. Parent will, and will cause each Atlas Company to, timely file a claim for a refund of any Taxes paid with respect to any Pre-Closing Tax Period if reasonably requested by Seller. Nothing in this Section 6.6(g) shall require that Parent or any Atlas Company make any payment with respect to any refund for a Tax (and such refunds shall be for the benefit of Parent and the Atlas Companies) that is with respect to (A) any refund of Tax that is the result of the carrying back of any Tax attribute or Tax credit incurred in a Post-Closing Tax Period; (B) any refund of Tax paid after the Closing Date to the extent Parent or the applicable Atlas Company has not been indemnified for such Taxes; (C) any refund for Tax that is reflected as a current asset (or offset to a current liability) on the Final Working Capital, as finally determined; or (D) any refund for Tax that gives rise to a payment obligation by any Atlas Company to any Person under applicable Law or pursuant to a provision of a contract or other agreement entered (or assumed) by any Atlas Company on or prior to the Closing Date.

Section 6.7 Press Release; SEC Filings.

(a) Any press or other public release or announcement concerning the transactions contemplated hereby shall not be issued without the consent of each of Parent and Seller, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that each Party may make any such announcement which it in good faith believes is necessary or advisable in connection with any required Law and; provided, further, that each Party and its Affiliates may make non-public announcements regarding this Agreement and the transactions contemplated hereby to their and their Affiliates’ respective directors, officers, employees, direct and indirect limited partners and investors without the consent of Parent or Seller so long as such Persons are bound by obligations of confidentiality in respect of any such information disclosed to them.

(b) As promptly as practicable, Parent shall prepare and file a Current Report on Form 8-K pursuant to the Securities Exchange Act to report the execution of this Agreement (the “Signing Form 8-K”) and the Parties shall issue a mutually agreeable press release announcing the execution of this Agreement (the “Signing Press Release”). Parent shall provide the Company with a reasonable opportunity to review and comment on the Signing Form 8-K prior to its filing and shall consider such comments in good faith.

(c) As promptly as reasonably practicable after the date hereof but in any event following delivery of any information required to be delivered pursuant to this Agreement by the Atlas Companies, Parent and the Company shall prepare and Parent shall file with the SEC a preliminary Proxy Statement, which shall comply as to form, in all material respects, with, as applicable, the provisions of the Securities Exchange Act and the rules and regulations promulgated thereunder, for the purpose of soliciting proxies from Parent Stockholders to vote at the Parent Stockholder Meeting in favor of the Parent Stockholder Voting Matters. Parent shall file the definitive Proxy Statement with the SEC and cause the Proxy Statement to be mailed to its stockholders of record, as of the record date to be established by the Parent Board, within three (3) Business Days of (i) in the event the preliminary Proxy Statement is not reviewed by the SEC, the expiration of the waiting period in Rule 14a-6(a) under the Securities Exchange Act or (ii) in the event the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC.

(d) Prior to filing with the SEC, Parent will make available to Seller drafts of the Proxy Statement and any other documents to be filed with the SEC, both preliminary and final, and drafts of any amendment or supplement to the Proxy Statement or such other document and will provide Seller with a reasonable opportunity to comment on such drafts and shall consider such comments in good faith. Parent will advise Seller promptly after it receives notice thereof, of (i) the time when the Proxy Statement has been filed, (ii) in the event the preliminary Proxy Statement is not reviewed by the SEC, the expiration of the waiting period in Rule 14a-6(a) under the Securities Exchange Act, (iii) in the event the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC, (iv) the filing of any supplement or amendment to the Proxy Statement, (v) any request by the SEC for amendment of the Proxy Statement, (vi) any comments, written or oral, from the SEC relating to the Proxy Statement and responses thereto and (vii) requests by the SEC for additional information in connection with the Proxy Statement. Parent and Seller shall cooperate to promptly respond to any comments of the SEC on the Proxy Statement, and Parent shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Securities Exchange Act as soon after filing as practicable.

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(e) If at any time prior to Parent Stockholders Meeting the Parties discover or become aware of any information that should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, Parent shall promptly transmit to its stockholders an amendment or supplement to the Proxy Statement containing such information.

(f) The Parties acknowledge that a substantial portion of the Proxy Statement and certain other forms, reports and other filings required to be made by Parent under the Securities Exchange Act in connection with the transactions contemplated by this Agreement (collectively, “Additional Parent Filings”) shall include disclosure regarding the Company and its business and the Company’s management, operations and financial condition. Accordingly, Seller agrees to, and agrees to cause the Company to, as promptly as reasonably practicable, provide Parent with all information concerning Seller and the Company, its business, management, operations and financial condition, in each case, that is reasonably required to be included in the Proxy Statement, Additional Parent Filings or any other Parent SEC Filing. The Atlas Companies shall make, and shall cause their Affiliates, directors, officers, managers and employees to make available to Parent and its counsel in connection with the drafting of the Proxy Statement and Additional Parent Filings and responding in a timely manner to comments thereto from the SEC. If, at any time prior to the Closing, the Parties discover or become aware of any event, fact or circumstance relating to Seller, the Company or the business, or any of their respective Affiliates, directors, officers, managers or employees or their respective management, operations or financial condition, which should be set forth in an amendment or a supplement to the Proxy Statement so that such documents would not contain any untrue statement of a material fact or failure to state a material fact necessary to make the statements therein, in light of the circumstances in which they are made, not misleading, such Person shall promptly inform the other Parties, and the Parties shall cooperate reasonably in connection with preparing and disseminating any such required amendment or supplement. Parent shall make all necessary filings with respect to the transactions contemplated by this Agreement under the Securities Act, the Securities Exchange Act and applicable blue sky Laws and the rules and regulations thereunder. Parent, acting through the Parent Board, shall include in the Proxy Statement the recommendation of the Parent Board that the Parent Stockholders vote in favor of the adoption of this Agreement and the approval of the Parent Stockholder Voting Matters; provided, however, that the Parent Board may withdraw or modify such recommendation (a “Change in Recommendation”) if the Parent Board determines in good faith, after consultation with outside counsel and financial advisors, that failure to do so would be inconsistent with its fiduciary obligations under applicable Law; provided, however, that the Parent Board shall not be entitled to exercise its rights to make a Change in Recommendation pursuant to this Section 6.7(f) unless (i) such Change in Recommendation is based upon an Intervening Event and (ii) Parent has provided to the Company three (3) Business Days’ prior written notice advising the Company that the Parent Board intends to take such action and specifying the reasons therefor in reasonable detail. Parent agrees that, unless the Agreement is terminated in accordance with its terms, its obligation to establish a record date for, duly call, give notice of, convene and hold the special meeting for the purpose of voting on the Parent Stockholder Voting Matters shall not be affected by any Change in Recommendation, and Parent agrees to establish a record date for, duly call, give notice of, convene and hold the Parent Stockholder Meeting and submit for the approval of its stockholders the matters contemplated by the Proxy Statement, regardless of whether or not there shall be any Change in Recommendation.

(g) At least five (5) days prior to Closing, Parent shall begin preparing a draft Current Report on Form 8-K in connection with and announcing the Closing, together with, or incorporating by reference, such information that is or may be required to be disclosed with respect to the transactions contemplated by this Agreement pursuant to Form 8-K (the “Closing Form 8-K”). Parent shall provide the Company with a reasonable opportunity to review and comment on the Closing Form 8-K prior to its filing and shall consider such comments in good faith. Prior to the Closing, the Parties shall prepare a mutually agreeable press release announcing the consummation of the transactions contemplated by this Agreement (“Closing Press Release”). Concurrently with the Closing, Parent shall distribute the Closing Press Release, and within four (4) Business Days thereafter, file the Closing Form 8-K with the SEC.

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(h) The Company shall provide to Parent as promptly as practicable after the date of this Agreement (i) unaudited consolidated financial statements of the Atlas Companies including consolidated balance sheets, statements of operations and comprehensive income (loss), statements of members’ capital and statements of cash flows as of and for the three (3) and six (6) month periods ended June 30, 2019 and June 30, 2018 together with all related notes and schedules thereto, prepared in accordance with GAAP applied on a consistent basis throughout the covered periods and Regulation S-X of the SEC and reviewed by the Atlas Companies’ independent auditor in accordance with Statement on Auditing Standards No. 100 issued by the American Institute of Certified Public Accountants, (ii) all other audited and unaudited financial statements of the Atlas Companies required under the applicable rules and regulations and guidance of the SEC to be included in the Proxy Statement and/or the Closing Form 8-K, (iii) all selected financial data of the Atlas Companies required by Item 301 of Regulation S-K, as necessary for inclusion in the Proxy Statement and Closing Form 8-K and (iv) management’s discussion and analysis of financial condition and results of operations prepared in accordance with Item 303 of Regulation S-K of the SEC (as if the Atlas Companies were subject thereto) with respect to the periods described in clause (i) and (ii) above, as necessary for inclusion in the Proxy Statement and Closing Form 8-K.

(i) The information supplied or to be supplied by Seller or any Atlas Company for inclusion in the Proxy Statement, the Additional Parent Filings, any other Parent SEC Filing, any document submitted to any other Governmental Entity or any announcement or public statement regarding the transactions contemplated by this Agreement (including the Signing Press Release and the Closing Press Release) shall not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they are made, not misleading at (i) the time such information is filed, submitted or made publicly available, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of Parent, (iii) the time of the Parent Stockholder Meeting or (z) the Closing (subject to the qualifications and limitations set forth in the materials provided by Seller or any Atlas Company or that are included in such filings and/or mailings).

Section 6.8 Expenses. Except as otherwise expressly provided in this Agreement, each Party shall be liable for and pay all of its own costs and expenses (including attorneys’, accountants’ and investment bankers’ fees and other out-of-pocket expenses) in connection with the negotiation and execution of this Agreement, the performance of such Party’s obligations hereunder and the consummation of the transactions contemplated hereby; provided, that, Parent shall pay and be fully responsible for all (a) fees, costs and expenses incurred in respect of the financing by Parent and its Affiliates of the transactions contemplated hereby and (b) fees, costs and expenses incurred in respect of the R&W Insurance Policy.

Section 6.9 Further Assurance. Each Party shall execute and deliver such further instruments of conveyance and transfer and take such additional action as reasonably requested by any other Party to effect, consummate, confirm or evidence the transactions contemplated hereby and carry out the purposes of this Agreement.

Section 6.10 Release.

(a) Subject to Section 6.10(d), effective upon the Closing, Seller, on behalf of itself, and its past, present, and future parents, Subsidiaries, Affiliates, divisions, related companies, successors, joint ventures and assigns hereby release and discharge each Atlas Company and each of their respective past, present, and future parents, Subsidiaries, Affiliates, divisions, related companies, joint ventures, and each of their respective past and present managers, directors, officers, agents, trustees, attorneys, employees, members/stockholders, representatives, benefit plan fiduciaries and administrators, assigns and successors from any and all obligations and liabilities to Seller as an equityholder (whether directly or indirectly) of any Atlas Company of any kind or nature whatsoever, as to facts, conditions, transactions, events or circumstances prior to the Closing, and Seller and its past, present, and future parents, Subsidiaries, Affiliates, divisions, related companies, successors, joint ventures and assigns shall not seek to recover any amounts in connection therewith from any Atlas Company; provided, that this Section 6.10 shall not affect the rights of Seller’s director and officers to the extent they are entitled to indemnification under the Governing Documents of any Atlas Company.

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(b) Subject to Section 6.10(d), effective upon the Closing, each of the members of the Buyer Group and the Company, on behalf of itself, and its past, present, and future parents, Subsidiaries (including each Atlas Company), Affiliates, divisions, related companies, successors, joint ventures and assigns hereby release and discharge the managing member of the Seller and any past, present, and future Person who controls the managing member of Seller and any of such managing member’s or controlling Persons’ past and present managers, directors, officers, agents, trustees, attorneys, employees, members/stockholders, representatives, benefit plan fiduciaries and administrators, assigns, and successors from any and all obligations and liabilities of any kind or nature whatsoever, as to facts, conditions, transactions, events or circumstances prior to the Closing, and each member of the Buyer Group and the Atlas Companies and their past, present, and future parents, Subsidiaries, Affiliates, divisions, related companies, successors, joint ventures and assigns shall not seek to recover any amounts in connection therewith from Seller and any of its past, present, and future Affiliates and any of their respective past and present managers, directors, officers, agents, trustees, attorneys, employees, members/stockholders, representatives, benefit plan fiduciaries and administrators, assigns, and successors; provided, that this Section 6.10 shall not affect the rights of any of the Atlas Companies’ directors and officers to the extent they are entitled to indemnification under the Governing Documents of Seller or any of its Affiliates. Notwithstanding the foregoing, Parent and the Company are not releasing any Person from (i) any criminal actions and (ii) Fraud.

(c) Seller, each member of the Buyer Group and the Company specifically acknowledge that they are aware of the California Civil Code Section 1542, which provides:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.

Being aware of this section, Seller, each member of the Buyer Group and the Company hereby expressly waive and relinquish all rights and benefits which it may have under this section as well as any other statutes or common law principles of similar effect.

(d) Notwithstanding anything to the contrary in this Section 6.10, nothing in this Section 6.10 shall limit, modify, restrict, operate as a waiver with respect to or otherwise affect, any rights any party may have under this Agreement or any agreement entered into in connection herewith (including the Director Nomination Agreement, Sponsor Voting Agreement, Sponsor Lock-Up Agreement, Stockholder Support Agreement, Registration Rights Agreement or the A&R LLC Agreement).

Section 6.11 Directors and Officers.

(a) Parent acknowledges that (i) each Person that prior to the Closing served as a director, officer, manager, employee, agent, trustee or fiduciary of any Atlas Company or who, at the request of any Atlas Company, served as a director, officer, manager, member, employee, agent, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise (collectively, with such Person’s heirs, executors or administrators, the “Indemnified Persons”) is entitled to indemnification, expense reimbursement and exculpation to the extent provided in the Governing Documents in effect as of the date hereof (“D&O Provisions”), (ii) such D&O Provisions are rights of Contract and (iii) for a period of six (6) years following the Closing Date, no amendment or modification to any such D&O Provisions shall affect in any manner the Indemnified Persons’ rights, or any Atlas Company’s obligations, with respect to claims arising from facts or events that occurred on or before the Closing.

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(b) Tail Policy.

(i) For a period of six (6) years from and through the Closing Date, the Buyer Group shall cause the Company to maintain in effect policies of directors’ and officers’ liability insurance covering those Persons who are currently covered by such policies of the Atlas Companies’ with respect to claims arising from facts or events that occurred on or before the Closing and with substantially the same coverage and amounts as, and contain terms and conditions no less advantageous than, in the aggregate, the coverage currently provided by such current policy; and

(ii) At or prior to the Closing Date, the Company shall purchase and maintain in effect for a period of six (6) years thereafter, “run-off” coverage as provided by any Atlas Company’s fiduciary and employee benefit policies, in each case, covering those Persons who are covered on the date hereof by such policies and with terms, conditions, retentions and limits of liability that are no less advantageous than the coverage provided under any Atlas Company’s existing policies (the policies contemplated by the foregoing clauses (i) and (ii), collectively, the “Tail Policy”). The cost of the Tail Policy shall be borne 50% by Seller and 50% by the Buyer Group. No claims made under or in respect of such Tail Policy shall be settled without the prior written consent of Seller.

Section 6.12 Access to Books and Records. From and after the Closing, Buyer Group and their Affiliates shall make or cause to be made available to Seller (at Seller’s sole expense) all books, records, Tax Returns and documents of any Atlas Company (and the assistance of employees responsible for such books, records and documents) during regular business hours as may be reasonably necessary for (a) investigating, settling, preparing for the defense or prosecution of, defending or prosecuting any Proceeding (other than an actual or potential Proceeding (i) brought or threatened to be brought by Seller or its Affiliates relating to or arising under this Agreement or (ii) brought or threatened to be brought by any member of the Buyer Group or their Affiliates against Seller of its Affiliate relating to or arising under this Agreement), (b) preparing reports to Governmental Entities or (c) such other purposes (that do not involve an actual or potential Proceeding brought by Seller or its Affiliates against Parent or by Parent or its Affiliates against Seller relating to or arising out of this Agreement) for which access to such documents is determined by such Seller to be reasonably necessary, preparing Tax Returns, pursuing Tax refunds or responding to or disputing any Tax audit. Parent shall (at its sole expense) cause each Atlas Company to maintain and preserve all such Tax Returns, books, records and other documents for the greater of (i) six (6) years after the Closing Date and (ii) any applicable statutory or regulatory retention period, as the same may be extended and, in each case, shall offer to transfer such records to Seller, at the end of any such period. Notwithstanding anything herein to the contrary, Parent shall not be required to provide any access or information to Seller, their Affiliates or any of their respective representatives which Parent reasonably believes it or, after the Closing, any Atlas Company are prohibited from providing to Seller, their Affiliates or their respective representatives by reason of applicable Law, which, for the avoidance of doubt, (A) constitutes or allows access to information protected by attorney-client privilege, or which Parent or any Atlas Company are required to keep confidential or (B) could prevent access by reason of a Contract with a third party or which would otherwise expose Parent, any of its Affiliates (including, after the Closing, any Atlas Company) to a material risk of Liability.

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Section 6.13 Insurance. Buyer Group shall be solely responsible from and after the Closing for providing insurance to each Atlas Company and its business for events or occurrences occurring after the Closing. Buyer Group acknowledges that all insurance arrangements maintained by Seller and its Affiliates (other than the Atlas Companies) for the benefit of the Atlas Companies and their Affiliates, if any, will be terminated as of the Closing and no further business interruption, property or Liability shall be covered under any such insurance arrangements.

Section 6.14 Employee Matters. During the period beginning on the Closing Date and ending on December 31, 2019, Parent shall, or shall cause the Atlas Companies to, provide each employee of the Atlas Companies (“Continuing Employees”) with salary or wage rate and cash bonus opportunities (excluding equity compensation) that are substantially similar in the aggregate to the salary or wage rate and cash bonus opportunities (excluding equity compensation) in effect for such Continuing Employee immediately prior to the Closing Date and employee benefits that are at least substantially comparable in the aggregate to the benefits provided under the Company Employee Benefit Plans, any applicable collective bargaining agreement and any other benefit plans, programs or arrangements available to such Continuing Employee as of the Closing Date; provided, however, that for those Continuing Employees whose terms and conditions of employment are governed by a collective bargaining agreement, such employees’ terms and conditions of employment shall continue to be so governed. Notwithstanding the foregoing, subject to any applicable employment agreements, including those Contracts set forth on Schedule 6.14 and all obligations of the “Company” thereunder which the Buyer Group hereby expressly assumes, the Continuing Employees employment will continue on an at-will basis. Parent further agrees that, from and after the Closing Date, Parent shall, or shall cause the Atlas Companies to grant each Continuing Employee with credit for any and all service with the Atlas Companies (and any predecessor thereof) earned prior to the Closing Date (a) for eligibility and vesting purposes and (b) for purposes of vacation and paid time off accrual and severance benefit determinations under each benefit or compensation plan, program, agreement or arrangement that may be established or maintained by Parent, any Atlas Company or any of its or their Subsidiaries on or after the Closing Date (the “New Plans”). In addition, Parent hereby agrees that Parent shall, or shall cause the Atlas Companies to, (i) cause to be waived all pre-existing condition exclusion and actively-at-work requirements and similar limitations, eligibility waiting periods and evidence of insurability requirements under any New Plans to the extent waived or satisfied by a Continuing Employee under any Company Employee Benefit Plan as of the Closing Date and (ii) cause any deductible, co-insurance and out-of-pocket covered expenses paid on or before the Closing Date by any Continuing Employee (or covered dependent thereof) to be taken into account for purposes of satisfying applicable deductible, coinsurance and maximum out-of-pocket provisions after the Closing Date under any applicable New Plan in the year of initial participation. Nothing contained herein, express or implied, is intended to confer any rights (including any third-party beneficiary rights), remedies or claims upon any employee of any Atlas Company, any Continuing Employee or any other Person, other than the Parties to this Agreement, or shall constitute an amendment to or any other modification of any New Plan or Company Employee Benefit Plan. Parent agrees and acknowledges that all collective bargaining agreements in effect at any of the Atlas Companies as of the Closing Date will continue in effect after the Closing Date in accordance with their terms and with applicable Law. Notwithstanding anything to the contrary herein, Parent and the Atlas Companies shall be solely responsible for any obligations arising under Section 4980B of the Code with respect to all “M&A qualified beneficiaries” as defined in Treasury Regulation Section 54.4980B-9. Notwithstanding anything to the contrary contained herein, subject to any applicable employment agreements, it is understood and agreed that Parent retains the right to terminate any employee at any time for any reason.

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Section 6.15 Investigation by Parent; No Other Representations; Non-Reliance of Parent. Parent has substantial familiarity with the businesses of the Atlas Companies and fully understand the risks inherent therewith. Furthermore, Parent (for itself and on behalf of the Buyer Indemnified Parties and its Affiliates, representatives and financing sources), has conducted an independent investigation, verification, review and analysis of the business, operations, assets, Liabilities, results of operations, financial condition, technology and prospects of the Atlas Companies and Parent, its Affiliates and their advisors and representatives have had access to the personnel, properties, premises and records of the Atlas Companies for such purpose. In entering into this Agreement and any other Contract or certificate executed and delivered pursuant to this Agreement, Parent has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of the Atlas Companies or Seller or any Atlas Company’s or Seller’s employees, directors, managers, officers, representatives or any other Person, and, except for the specific representations and warranties expressly made by Seller and the Company in Article III or Seller in Article IV (in each case, as modified by the Disclosure Schedules) and any other Contract or certificate executed and delivered pursuant to this Agreement, Parent (for itself and on behalf of the Buyer Indemnified Parties and its Affiliates, representatives and financing sources): (a) specifically acknowledges that none of the Atlas Companies, Seller or any other Person is making and has not made any representation or warranty, expressed or implied, at law or in equity, in respect of Seller, any Atlas Company or any Atlas Company’s businesses, assets, risks and other incidents of the Atlas Companies, Liabilities, operations, prospects or condition (financial or otherwise), including with respect to merchantability or fitness for any particular purpose of any assets and whether the Atlas Companies possess sufficient real property or personal property to operate their businesses, the nature or extent of any Liabilities, the prospects of the business, the effectiveness or the success of any operations, or the accuracy or completeness of any confidential information memoranda, documents, projections, material or other information (financial or otherwise) regarding the Atlas Companies furnished to Parent or its Affiliates or their advisors or representatives or made available to Parent, its Affiliates or their advisors or representatives in any data rooms, management presentations or in any other form in expectation of, or in connection with, the transactions contemplated hereby, and the Units are being transferred through the sale of the Units “as is, where is, with all faults”; (b) specifically disclaims that it is relying upon or has relied upon any such other representations or warranties that may have been made by any Person, and acknowledges that the Atlas Companies, Seller and their Affiliates hereby specifically disclaim any such other representation or warranty made by any Person; (c) specifically disclaims any obligation or duty by the Atlas Companies, Seller or any of their Affiliates or any other Person to make any disclosures of fact not required to be disclosed pursuant to the specific representations and warranties set forth in Article III and Article IV; (d) specifically acknowledges Parent is entering into this Agreement and acquiring the Units subject only to the specific representations and warranties set forth in Article III and Article IV as further limited by the specifically bargained for exclusive remedies as set forth in Section 6.5; and (e) specifically acknowledges that the sole purpose of the representations and warranties set forth in this Agreement is to allocate financial responsibility pursuant to (and subject to the limitations set forth in) Section 6.5 should the representations and warranties prove to have been inaccurate and result in provable Losses, and no other rights, remedies or causes of action (whether in law or in equity or whether in Contract or in tort) are permitted to any Person as a result of the misrepresentation or breach of any such representation and warranty. Without limiting the generality of the foregoing, (i) no Atlas Company nor Seller makes any representation or warranty regarding any third party beneficiary rights or other rights which Parent might claim under any studies, reports, tests or analyses prepared by any third parties for any Atlas Company or any of their Affiliates, even if the same were made available for review by Parent or its Affiliates or representatives; and (ii) none of the documents, information or other materials provided to Parent at any time or in any format by any Atlas Company, Seller or any of their Affiliates or representatives constitute legal advice, and Parent waives all rights to assert that it received any legal advice from any Atlas Company, Seller or any of their Affiliates, or any of their respective representatives or counsel, or that it had any sort of attorney-client relationship with any of such Persons.

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Section 6.16 No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement (except in the case of the immediately succeeding sentence) or any document, agreement, or instrument delivered contemporaneously herewith, and notwithstanding the fact that any Party may be a partnership or limited liability company, each Party hereto, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the Parties shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any Party (or any of their successors or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Party (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the Parties (each, but excluding for the avoidance of doubt, the Parties, a “Non-Party Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, Contract or otherwise) by or on behalf of such party against the Non-Party Affiliates, by the enforcement of any assessment or by any Proceeding, or by virtue of any statute, regulation or other applicable Law, or otherwise; it being expressly agreed and acknowledged that no personal Liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Non-Party Affiliate, as such, for any obligations of the applicable party under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, Contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation. Notwithstanding the forgoing, a Non-Party Affiliate may have obligations under any documents, agreements, or instruments delivered contemporaneously herewith or otherwise contemplated by this Agreement if such Non-Party Affiliate is party to such document, agreement or instrument. Except to the extent otherwise expressly set forth in, and subject in all cases to the terms and conditions of and limitations herein, this Agreement may only be enforced against, and any claim or cause of action of any kind based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as Parties hereto and then only with respect to the specific obligations set forth herein with respect to such Party. Each Non-Party Affiliate is expressly intended as a third-party beneficiary of this Section 6.16.

Section 6.17 Financing.

(a) During the Pre-Closing Period, Parent may execute Subscription Agreements with Equity Investors.

(b) Subject to the terms and conditions of this Agreement, during the Pre-Closing Period, Parent shall use, and shall cause its Affiliates to use, its reasonable best efforts to obtain the proceeds of the Financing on the terms and conditions described in the Commitment Letters, including using reasonable best efforts to (i) negotiate definitive agreements with respect to the Committed Financing (the “Definitive Debt Agreements”) consistent with the terms and conditions contained in the Debt Commitment Letter, (ii) satisfy (or, if deemed advisable by Parent, obtain the waiver of) on a timely basis all conditions in the Subscription Agreements, Debt Commitment Letter, Fee Letter and such Definitive Debt Agreements that are within its control (including payment of all fees and expenses) and comply with its obligations thereunder, (iii) maintain in effect the Subscription Agreements, Debt Commitment Letter and Fee Letter in accordance with their terms and (iv) diligently enforce all of its rights under the Subscription Agreements and Debt Commitment Letter (and any definitive agreements related thereto), provided, however, that Parent shall not be required to bring any enforcement action against any Equity Financing Sources or Debt Financing Source to enforce its rights under the applicable Financing. Parent shall not and shall cause its Affiliates not to take or refrain from taking, directly or indirectly, any action that could reasonably be expected to result in a default under or failure of any of the conditions contained in, or materially impair, delay or prevent consummation of the Financing contemplated by the Subscription Agreements and the Debt Commitment Letter or in any Definitive Debt Agreement related to the Committed Financing.

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(c) Subject to the terms hereof, Parent shall use, and shall cause its Affiliates to use, reasonable best efforts to comply with its obligations, and enforce its rights, under the Commitment Letters. Parent shall give Seller prompt notice of any material breach by any party to the Commitment Letters of which Parent has become aware or any termination (or alleged or purported termination) of the Commitment Letters. Parent shall keep Seller informed on a reasonably current basis in reasonable detail of the status of its efforts to obtain the proceeds of the Financing and shall not permit any amendment or modification to, or any waiver of any material provision or remedy under, the Commitment Letters entered into at or prior to the date hereof if such amendment, modification, waiver or remedy (i) would materially delay the occurrence of the Closing, (ii) reduces the aggregate amount of the Financing, (iii) adds or imposes new conditions or amends the existing conditions to the drawdown of the Financing or (iv) is adverse to the interests of Seller, in each case, in any material respect. Notwithstanding the foregoing, failure to obtain the Cash Equity shall not relieve Parent of its obligation to consummate the transactions contemplated by this Agreement, whether or not the Cash Equity is available.

(d) In the event that any portion of the Committed Financing becomes unavailable on the terms and conditions (including any “flex provisions”) contemplated in the Debt Commitment Letter and the Fee Letter, regardless of the reason therefor, and such portion of the Committed Financing is required to fund the transactions contemplated by this Agreement on the Closing Date, Parent will (i) as promptly as practicable following the occurrence of such event, use its reasonable best efforts to obtain alternative financing (the “Alternative Financing”) (in an amount sufficient, when taken together with any then-available Financing pursuant to any then-existing Debt Commitment Letter, the then-existing Fee Letter and available cash of Parent, to consummate the transactions contemplated by this Agreement and to pay related fees and expenses earned, due and payable as of the Closing Date) on terms not less favorable in the aggregate to the Buyer Group than those contained in either the Debt Commitment Letter and the Fee Letter that the Alternative Financing would replace (taking into account any flex provisions) from the same or other sources and which do not include any incremental conditionality to the consummation of such Alternative Financing that are more onerous to Parent, Seller and the Atlas Companies (in each case, in the aggregate) than the conditions set forth in the Debt Commitment Letter (as applicable) in effect as of the date of this Agreement and (ii) immediately notify Seller of such unavailability and the reason therefor. Notwithstanding anything in this Agreement to the contrary, under no circumstances shall Parent or its Affiliates be obligated to provide Financing.

(e) For purposes of the foregoing Section 6.17(a) through Section 6.17(d), (i) the term “Debt Commitment Letter” shall be deemed to include any commitment letter (or similar agreement) with respect to any Alternative Financing (that is debt financing) arranged in compliance herewith (and any Debt Commitment Letter remaining in effect at the time in question), (ii) the term “Fee Letter” shall be deemed to include any fee letter (or similar agreement) and engagement letter (or similar agreement) with respect to any Alternative Financing arranged in compliance with this Section 6.17(e), (iii) the term “Debt Financing Sources” shall be deemed to include any Debt Financing Sources providing the Alternative Financing (that is debt financing) arranged in compliance herewith, (iv) the term “Subscription Agreement” shall be deemed to include any subscription agreement with respect to any Alternative Financing (that is equity financing) arranged in compliance herewith (and any Subscription Agreements remaining in effect at the time in question) and (v) the term “Equity Financing Sources” shall be deemed to include any Equity Financing Sources providing the Alternative Financing (the is equity financing) arranged in compliance herewith. Parent shall keep Seller reasonably informed on a reasonably current basis of the status of its efforts to consummate the Financing. Parent shall provide Seller with prompt written notice of any material breach, threatened material breach or material default by any party to any Subscription Agreement, the Debt Commitment Letter or the Definitive Debt Agreements of which Parent gains knowledge and the receipt of any written notice or other written communication from any Equity Financing Sources or Debt Financing Sources with respect to any material breach, threatened material breach or material default or, termination or repudiation by any party to any Subscription Agreement, Debt Commitment Letter or the Definitive Debt Agreements or any provision thereof.

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(f) Notwithstanding anything to contrary contained in this Agreement, nothing contained in this Section 6.17 or elsewhere in this Agreement shall require, and in no event shall the “reasonable best efforts” of Parent be deemed to construe or require, any member of the Buyer Group to (i) bring any enforcement action against any Equity Financing Sources or Debt Financing Source to enforce its rights under the applicable Financing, (ii) seek or accept Financing on terms adverse to or less favorable than those set forth in the Subscription Agreements or Debt Commitment Letters, as applicable, (iii) pay any fees in excess of those contemplated by the Debt Commitment Letters (or any Fee Letter delivered in connection therewith) (whether to secure waiver of any conditions contained therein or otherwise) or (iv) agree to waive any term or condition of this Agreement or amend or waive any term of the Subscription Agreements or Debt Commitment Letter.

(g) Prior to the earlier of the Closing and the termination of this Agreement pursuant to Section 7.1, Seller and each Atlas Company agree, and shall cause the appropriate officers and employees thereof, to use reasonable best efforts to cooperate in connection with the arrangement of the Financing (including the satisfaction of the conditions precedent set forth therein) as may be reasonably requested by Parent, including by (i) participating in a reasonable number of meetings, presentations, due diligence sessions, drafting sessions and sessions with rating agencies at mutually agreeable times and locations and upon reasonable advance notice, (ii) assisting with the preparation of customary materials for actual and potential Equity Investors, rating agency presentations, offering documents, private placement memoranda, bank information memoranda, prospectuses and similar documents required in connection with the Financing (which shall not include pro forma financial information), (iii) executing and delivering any pledge and security documents, other definitive financing documents, or other certificates, or documents as may be reasonably requested by Parent or otherwise reasonably facilitating the pledging of collateral, provided, that, such documents will not take effect until the Closing, (iv) providing the Financial Statements and such other financial information regarding the Atlas Companies that is readily available or within the Atlas Companies’ possession and as is reasonably requested in connection with the Financing, (v) at each Atlas Company’s option, taking or appointing a representative of Parent to take all corporate actions, subject to the occurrence of the Closing, reasonably requested by Parent to permit the consummation of the Financing and, in the case of the Committed Financing, the direct borrowing or incurrence of all of the proceeds of the Committed Financing, by any Atlas Company immediately following the Closing, (vi) each Atlas Company executing and delivering reasonable and customary certificates (including, without limitation, a customary certificate of the Chief Financial Officer of each Atlas Company with respect to solvency matters), customary management representation letters and other customary documentation required by the Debt Financing Sources and the definitive documentation related to the Committed Financing, provided, that no such certificates, letters or other documentation shall be effective prior to the consummation of the Committed Financing on the Closing Date, (vii) furnishing the Buyer Group at least three (3) Business Days prior to the Closing Date (to the extent requested at least ten (10) Business Days prior to the Closing Date), with all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act and (vii) otherwise reasonably cooperating in Parent’s efforts to obtain the Financing. Notwithstanding the foregoing, (A) such requested cooperation shall not unreasonably interfere with the ongoing operations of any Atlas Company, (B) no Atlas Company shall be required to pay any commitment or other similar fee or incur any other Liability or obligation in connection with the Financing prior to the Closing, (C) no Atlas Company nor any of their respective officers, directors, or employees shall be required to execute or enter into or perform any agreement with respect to the Financing that is not contingent upon the Closing or that would be effective prior to the Closing (other than any customary management representation and authorization letter in connection with marketing materials contemplated by the Financing) and (D) Persons who are on the board of directors or the board of managers (or similar governing body) of any Atlas Company prior to the Closing in their capacity as such shall not be required to pass resolutions or consents to approve or authorize the execution of the Financing. Nothing contained in this Section 6.17(g) or otherwise shall require any Atlas Company, prior to the Closing, to be an issuer or other obligor with respect to the Financing. Seller shall be given a reasonable opportunity to review and comment on any financing documents and any materials that are to be presented during any meetings conducted in connection with the Committed Financing, and Parent shall give due consideration to all reasonably comments provided thereto.

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(h) None of Seller, the Atlas Companies, their Affiliates or any of their respective representatives shall be required to take any action that would subject such Person to actual or potential Liability, to bear any cost or expense or to pay any commitment or other similar fee or make any other payment or incur any other Liability or provide or agree to provide any indemnity in connection with the Financing or their performance of their respective obligations under this Section 6.17(h) or any information utilized in connection therewith. Parent shall indemnify and hold harmless Seller, the Atlas Companies, their Affiliates and their respective representatives from and against any and all Loss suffered or incurred by them in connection with the arrangement of the Financing and the performance of their respective obligations under this Section 6.17(h) and any information utilized in connection therewith, except in the case of Fraud or of gross negligence or willful misconduct committed by or on behalf of Seller, any Atlas Company or their respective Affiliates and representatives. Parent shall, promptly upon receipt of a reasonably detailed invoice from Seller or any Atlas Company, reimburse Seller or the Atlas Company and their Affiliates for all reasonable out-of-pocket costs and expenses incurred by Seller, any Atlas Company or their Affiliates (including those of its accountants, consultants, legal counsel, agents and other representatives) in connection with the cooperation required by this Section 6.17(h).

Section 6.18 Termination of Affiliate Obligations. On or before the Closing Date, except as set forth on Schedule 6.18 hereto, and except for this Agreement and any ancillary agreements contemplated herein and for liabilities relating to employment relationships and the payment of compensation and benefits in the Ordinary Course of Business, all liabilities and obligations of the Atlas Companies under any Contract or arrangement contemplated by Section 3.25 shall be terminated in full as of the completion of Closing without further liability to or obligations of the Atlas Companies.

Section 6.19 Confidentiality.

(a) From and after the Closing, except to the extent consented to by any member of the Buyer Group, Seller shall, and shall direct each of its Affiliates and each of its and their respective representatives, to hold in confidence and not use or disclose to any other Person, any Confidential Information. If Seller or any of its Affiliates or any of their respective representatives are requested or required by Law or by a self-regulatory authority or entity (including, in each case, by oral question or request for information or documents in any Proceeding, interrogatory, subpoena, civil investigative demand or similar process) to publicly disclose any Confidential Information, Seller or its Affiliates shall, to the extent permitted by applicable Law, promptly notify Parent in writing and may disclose, without Liability hereunder or breach of this Agreement, only that portion of such Confidential Information which, based on the advice of counsel, is legally required to be disclosed; provided, that Seller and its Affiliates, at the written request and expense of Parent, shall use commercially reasonable efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded such information. Notwithstanding the foregoing, Seller and its Affiliates and each of its and their respective representatives shall be permitted to (a) make non-public disclosures, communications or statements including Confidential Information (i) to any of Seller’s or its Affiliates’ Affiliates, directors, officers, partners, employees, agents, consultants, financing sources, investors (including direct and indirect limited partners or investors), vehicles, managed accounts, attorneys, accountants, financial advisors or other representatives or (ii) if compelled or requested to disclose the same as part of any legal, judicial or administrative process or Proceeding, by any regulatory authority or self-regulatory authority or by other requirements of Law, including as part of any regulatory audit or examination and (b) use or non-publicly disclose such information in connection with (i) its ownership of Equity Interests of the Buyer Group and the Atlas Companies and (ii) the governance of the Buyer Group and the Atlas Companies, including participation as a member or observer of any boards of directors, managers or similar. Notwithstanding anything to the contrary herein, for purposes of the confidentiality obligations of this Section 6.19(a), Seller’s Affiliates and its and their representatives shall not include the Atlas Companies, Buyer Group or any of their respective employees, consultants or contractors.

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(b) Notwithstanding anything contained herein to the contrary, none of the provisions of this Section 6.19 shall in any way limit the activities of any Affiliate (including portfolio companies) of Seller or its Affiliates (or any investment funds, vehicles or companies managed by Seller or its Affiliates) who are not in receipt or otherwise provided any Confidential Information. For avoidance of doubt, no such Affiliate (including portfolio companies) shall be deemed to be “in receipt or otherwise provided any Confidential Information” solely as a result of a representative of Seller or its Affiliates (or any investment funds, vehicles or companies managed by Seller or its Affiliates) who is in possession of Confidential Information also being an officer, director or other agent of such portfolio company; provided, that such representative does not use the Confidential Information in violation of Section 6.19(a) or otherwise act at the specific instruction of any Person who received the Confidential Information if such Person is otherwise prohibited from such acts pursuant to Section 6.19(a) and such Confidential Information is used in making such instruction.

Section 6.20 Name Change. Seller shall use its reasonable best efforts to cease, and shall cause each of its Affiliates to use its reasonable best efforts to cease, using the “Atlas,” or “Atlas Technical Consultants,” names, marks and logos (or any derivative or similar name, marks and logos thereof) within ninety (90) days after the Closing, and in furtherance of the foregoing shall amend its Governing Documents with effect from and after the Closing Date in order to change its name to delete the words “Atlas”.

Section 6.21 280G. Prior to the Closing, the Company shall use commercially reasonable efforts to (i) seek to obtain a waiver from each Person who is a “disqualified individual” (as defined in Section 280G of the Code) of that portion of any payments or economic benefits received or payable to such Person that is reasonably expected to constitute “parachute payments” (as defined in Section 280G(b) of the Code) (the “Waived 280G Benefits”), and (ii) solicit the approval of its shareholders of any Waived 280G Benefits, in a manner that complies with Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the Code and the Treasury Regulations thereunder. The Company shall forward to the Buyer Parties at least five (5) days prior to the submission to shareholders entitled to vote on such matters copies of all documents prepared by the Company in connection with this Section 6.21 for the Buyer Parties’ review. Prior to Closing, the Company shall deliver to the Buyer Parties evidence of the results of such vote. Such shareholder approval, if obtained, shall establish the disqualified individual’s right to receive or retain the Waived 280G Payments, such that if such shareholder approval is not obtained, no portion of the Waived 280G Payments shall be paid, payable, received or retained. Notwithstanding the foregoing, to the extent that any Contract, agreement, or plan is entered into by any member of the Buyer Group or any of their Affiliates and a disqualified individual in connection with the transactions contemplated by this Agreement before the Closing Date (the “Buyer Arrangements”), the Buyer Group shall provide a copy of such Contract, agreement or plan to the Company and the Seller at least fifteen (15) days before the Closing Date and shall cooperate with the Company in good faith in order to calculate or determine the value (for the purposes of Section 280G of the Code) of any payments or benefits granted or contemplated therein, which may be paid or granted in connection with the transactions contemplated by this Agreement that could constitute a “parachute payment” under Section 280G of the Code; provided, that, in any event, the Company’s failure to include the Buyer Arrangements in the stockholder voting materials described herein, for any reason, will not result in a breach of the covenants set forth in this Section 6.21.

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Section 6.22 Post-Closing Reorganization. On the Closing Date, Holdings shall cause Buyer to merge with and into the Company, causing the separate existence of Buyer to cease and causing the Company to continue as the surviving entity in the Merger in accordance with the Delaware Limited Liability Company Act and as a wholly-owned direct Subsidiary of Holdings. Such merger shall have the effects set forth herein and in the applicable provisions of the Delaware Limited Liability Company Act. Without limiting the generality of the foregoing, and subject thereto, at the effective time of such merger, all of the property, rights, privileges, powers and franchises of the Company and Buyer shall vest in the Company, as the surviving entity, and all debts, liabilities and duties of the Company and Buyer shall become the debts, liabilities and duties of the Company, as the surviving entity.

Article VII
TERMINATION

Section 7.1 Termination. This Agreement may be terminated at any time prior to the Closing only as follows:

(a) by the mutual written consent of Seller and Parent;

(b) by either Seller or Parent by written notice to the other if any applicable Law is in effect making the consummation of the transactions contemplated hereby illegal or any final, non-appealable Order is in effect permanently preventing the consummation of the transactions contemplated hereby; provided, however, that the right to terminate this Agreement pursuant to this Section 7.1(b) shall not be available to any Party whose breach of any representation, warranty, covenant or agreement of this Agreement results in or causes such final, non-appealable Order or other action;

(c) by either Seller or Parent by written notice to the other if the consummation of the transactions contemplated hereby shall not have occurred on or before February 19, 2020 (the “Outside Date”); provided, that the right to terminate this Agreement under this Section 7.1(c) shall not be available to (i) any Party then in material breach of its representations, warranties, covenants or agreements under this Agreement or (ii) Parent, if Seller is entitled to terminate this Agreement pursuant to Section 7.1(f);

(d) by Seller, if Buyer Group breaches in any material respect any of its representations or warranties contained in this Agreement or breaches or fails to perform in any material respect any of its covenants contained in this Agreement, which breach or failure to perform (i) would render a condition precedent to Seller’s obligations to consummate the transactions contemplated hereby set forth in Section 2.6(a) or Section 2.6(c) not capable of being satisfied, and (ii) after the giving of written notice of such breach or failure to perform to Buyer Group by Seller, cannot be cured or has not been cured by the earlier of the Outside Date and ten (10) Business Days after the delivery of such notice; provided, however, that the right to terminate this Agreement under this Section 7.1(d) shall not be available to Seller if the Company or Seller is then in material breach of any representation, warranty, covenant or agreement contained in this Agreement;

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(e) by Parent, if the Company or Seller breaches in any material respect any of its representations or warranties contained in this Agreement or the Company or Seller breaches or fails to perform in any material respect any of its covenants contained in this Agreement, which breach or failure to perform (i) would render a condition precedent to Parent’s obligations to consummate the transactions contemplated hereby set forth in Section 2.6(a) or Section 2.6(b) not capable of being satisfied, and (ii) after the giving of written notice of such breach or failure to perform to Seller by Parent, cannot be cured or has not been cured by the earlier of the Outside Date and ten (10) Business Days after the delivery of such notice; provided, however, that the right to terminate this Agreement under this Section 7.1(e) shall not be available to Parent if Parent is then in material breach of any representation, warranty, covenant or agreement contained in this Agreement; and

(f) by Seller, if (i) all of the conditions to Closing set forth in Section 2.6(a) and Section 2.6(b) were satisfied or waived as of the date the Closing should have been consummated pursuant to the terms of this Agreement (other than those conditions that by their terms are to be satisfied at the Closing and could have been satisfied or would have been waived assuming a Closing would occur), (ii) Seller has notified Parent that Seller and the Company are ready, willing and able to consummate the transactions contemplated by this Agreement, and (iii) Buyer Group fails to complete the Closing within two (2) Business Days after the delivery of such notification by Seller.

Section 7.2 Effect of Termination. In the event of the termination of this Agreement pursuant to Section 7.1, this Agreement shall immediately become null and void, without any Liability on the part of any Party or any other Person, and all rights and obligations of each Party shall cease; provided, that (a) the Confidentiality Agreement and the agreements contained in Section 6.7(a), Section 6.8, this Section 7.2 and Article VIII of this Agreement survive any termination of this Agreement and remain in full force and effect and (b) no such termination shall (i) relieve any Party from any Liability arising out of or incurred as a result of its breach of the terms of this Agreement prior to such termination or (ii) impair the right of any Party hereto to compel specific performance by any other Party of such Party’s obligations under this Agreement.

Article VIII
MISCELLANEOUS

Section 8.1 Amendment and Waiver. No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by Parent, Holdings, Buyer, the Company and Seller. No waiver of any provision or condition of this Agreement shall be valid unless the same shall be in writing and signed by the Party against which such waiver is to be enforced. No waiver by any Party of any default, breach of representation or warranty or breach of covenant hereunder, whether intentional or not, shall be deemed to extend to any other, prior or subsequent default or breach or affect in any way any rights arising by virtue of any other, prior or subsequent such occurrence. Notwithstanding the foregoing, the provisions of Section 8.3, Section 8.8, Section 8.10, Section 8.11, Section 8.14 and this Section 8.1 (and any definitions used therein) may not be amended, supplemented, modified, replaced or waived without the consent of any Debt Financing Source or Equity Financing Source directly and adversely affected by such amendment, supplement, modification, replacement or waiver.

Section 8.2 Notices. All notices, demands, requests, instructions, claims, consents, waivers and other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given (a) when personally delivered (or, if delivery is refused, upon presentment), received by fax or email (with hard copy to follow) prior to 5:00 p.m. Central Time on a Business Day or delivery by reputable overnight express courier (charges prepaid) or (b) three (3) days following mailing by certified or registered mail, postage prepaid and return receipt requested. Unless another address is specified in writing, notices, demands and communications to the Company, Parent, Holdings, Buyer and Seller shall be sent to the addresses indicated below:

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Notices to Seller, and prior to the Closing, the Company: Atlas Technical Consultants Holdings LP 13215 Bee Cave Parkway Bldg. A, Suite 260 Austin, Texas 78738 Attention: L. Joseph Boyer Email: joe.boyer@atlastechnical.us

with copies to (which shall not constitute notice): c/o Bernhard Capital Partners 400 Convention St., Suite 1010 Baton Rouge, Louisiana 70802 Attention: Mark Spender Christopher Dillon Lucie Kantrow Fax: (225) 454-6957 Email: mark@bernhardcapital.com chris@bernhardcapital.com lucie@bernhardcapital.com and Kirkland & Ellis LLP 609 Main Street Houston, Texas 77002 Attention: William J. Benitez, P.C. Kyle M. Watson Fax: (713) 836-3601 Email: william.benitez@kirkland.com kyle.watson@kirkland.com

Notices to Parent, Holdings, Buyer, and following the Closing, the Company: Boxwood Merger Corp. 8801 Calera Drive Austin, Texas 78735 Attention: Steve Kadenacy Email: sk@boxwoodmc.com

with a copy to (which shall not constitute notice): Winston & Strawn 200 Park Avenue New York, New York 10166-4193 Attention: Joel Rubinstein Jason Osborn Fax: (212) 294-5336 Email: jrubinstein@winston.com josborn@winston.com

Section 8.3 Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns; provided, that neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned or delegated by any Party (including by operation of Law) without the prior written consent of the other Parties; provided further, that notwithstanding the foregoing, Parent may assign its rights under this Agreement to its lenders providing financing in connection with the transactions contemplated hereby (including the Debt Financing Sources) for collateral security purposes, it being understood that no such assignment shall relieve any member of the Buyer Group of any of its obligations hereunder. In the event the Company or any of its successors or assigns, (a) consolidates with or merges into any other Person or (b) transfers all or substantially all of its properties or assets to any Person, then, and in each case, the successors and assigns of the Company shall be deemed to have assumed the obligations set forth in Section 6.11.

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Section 8.4 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable Law, but if any provision of this Agreement or the application of any such provision to any Person or circumstance shall be held to be prohibited by or invalid, illegal or unenforceable under applicable Law in any respect by a court of competent jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity, illegality or unenforceability, without invalidating the remainder of such provision or the remaining provisions of this Agreement. Furthermore, in lieu of such illegal, invalid or unenforceable provision, there shall be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible.

Section 8.5 Interpretation. The headings and captions used in this Agreement and the table of contents to this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Any capitalized terms used in any Schedule or Exhibit attached hereto and not otherwise defined therein shall have the meanings set forth in this Agreement. The use of the word “including” herein shall mean “including without limitation.” The use of the word “Ordinary Course of Business” shall mean, with respect to any Person, any action taken by such Person in the ordinary course of business consistent with past practice. The words “hereof,” “herein,” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. References herein to a specific Section, Subsection, Recital, Schedule or Exhibit shall refer, respectively, to Sections, Subsections, Recitals, Schedules or Exhibits of this Agreement. Terms defined in the singular shall have a comparable meaning when used in the plural, and vice versa. References herein to any gender shall include each other gender. The word “or” shall not be exclusive unless the context clearly requires the selection of one (but not more than one) of a number of items. References to “written” or “in writing” include in electronic form. References herein to any Person shall include such Person’s heirs, executors, personal representatives, administrators, successors and assigns; provided, however, that nothing contained in this Section 8.5 is intended to authorize any assignment or transfer not otherwise permitted by this Agreement. References herein to a Person in a particular capacity or capacities shall exclude such Person in any other capacity. Any reference to “days” shall mean calendar days unless Business Days are expressly specified; provided, that if any action is required to be done or taken on a day that is not a Business Day, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter. References herein to any Contract or agreement (including this Agreement) mean such Contract or agreement as amended, restated, supplemented or modified from time to time in accordance with the terms thereof; provided, that with respect to any Contract listed (or required to be listed) on the Disclosure Schedules, all amendments, modifications, supplements, extensions and renewals thereto (but excluding any purchase orders, work orders or statements of work) must also be listed on the appropriate schedule and disclosed. With respect to the determination of any period of time, the word “from” means “from and including” and the words “to” and “until” each means “to but excluding.” References herein to any Law shall be deemed also to refer to all rules and regulations promulgated thereunder. If any party has breached any representation, warranty, covenant or agreement contained herein in any respect, the fact that there exists another representation, warranty, covenant or agreement relating to the same subject matter (regardless of the relative levels of specificity) which the party has not breached shall not detract from or mitigate the fact that the party is in breach of the first representation, warranty, covenant or agreement. The word “extent” in the phrase “to the extent” (or similar phrases) shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”. An accounting term not otherwise defined in this Agreement has the meaning assigned to it in accordance with GAAP. Except where otherwise expressly provided, all amounts in this Agreement are stated and shall be paid in United States currency. The Parties and their respective counsel have reviewed, negotiated and adopted this Agreement as the joint agreement and understanding of the Parties, and the language used in this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent, and no rule of strict construction shall be applied against any Person. Any information or materials shall be deemed provided, made available or delivered to each member of the Buyer Group if such information or materials have been uploaded to the electronic data room maintained by Seller and its financial advisors on the SmartRoom online-platform provided by BMC Group for purposes of the transactions contemplated by this Agreement (the “Data Room”) or otherwise provided to any member of the Buyer Group’s representatives (including counsel) via electronic mail, in each case, prior to the date hereof. The content of the Data Room as at the relevant date set out in the preceding sentence has been stored on six identical encrypted USB devices prepared by Seller’s representatives, of which Seller and Parent each received three for evidentiary purposes on the date hereof.

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Section 8.6 Entire Agreement. This Agreement and the agreements and documents referred to herein, including the Stockholder Support Agreement, contain the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersede all prior agreements and understandings, whether written or oral, relating to such subject matter in any way. The Parties have voluntarily agreed to define their rights, Liabilities and obligations with respect to the transactions contemplated hereby exclusively in Contract pursuant to the express terms and provisions of this Agreement, and the Parties expressly disclaim that they are owed any duties or are entitled to any remedies not expressly set forth in this Agreement. Furthermore, this Agreement embodies the justifiable expectations of sophisticated parties derived from arm’s-length negotiations and no Person has any special relationship with another Person that would justify any expectation beyond that of an ordinary buyer and an ordinary seller in an arm’s-length transaction.

Section 8.7 Counterparts; Electronic Delivery. This Agreement and agreements, certificates, instruments and documents entered into in connection herewith may be executed and delivered in one or more counterparts and by fax or email, each of which shall be deemed an original and all of which shall be considered one and the same agreement. No Party shall raise the use of a fax machine or email to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of a fax machine or email as a defense to the formation or enforceability of a Contract and each Party forever waives any such defense.

Section 8.8 Governing Law; Waiver of Jury Trial; Jurisdiction. The Law of the State of Delaware shall govern (a) all claims or matters related to or arising from this Agreement (including any tort or non-contractual claims) and (b) any questions concerning the construction, interpretation, validity and enforceability of this Agreement, and the performance of the obligations imposed by this Agreement, in each case without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Law of any jurisdiction other than the State of Delaware. Notwithstanding anything to the contrary contained in the foregoing, all disputes against any Debt Financing Source under the Debt Commitment Letter related to this Agreement or the facts and circumstances leading to its execution, whether in contract, tort or otherwise (including any dispute arising out of or relating in any way to the Debt Commitment Letter), will be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts executed in and to be performed entirely within such State, without regard to conflict of law principles that would result in the application of any law other than the law of the State of New York. Each party to this Agreement hereby IRREVOCABLY waives all rights to trial by jury in any action, suit or Proceeding brought to resolve any dispute between or among any of the parties (whether arising in contract, tort or otherwise) arising out of, connected with, related or incidental to this Agreement, the transactions contemplated hereby and/or the relationships established among the parties hereunder (INCLUDING, FOR THE AVOIDANCE OF DOUBT, WITH RESPECT TO THE COMMITTED FINANCING OR AGAINST ANY DEBT FINANCING SOURCE). THE PARTIES HERETO FURTHER WARRANT AND REPRESENT THAT EACH HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. Each of the Parties submits to the exclusive jurisdiction of first, the Chancery Court of the State of Delaware or if such court declines jurisdiction, then to the Federal District Court for the District of Delaware, in any action or Proceeding arising out of or relating to this Agreement, agrees that all claims in respect of the action or Proceeding shall be heard and determined in any such court and agrees not to bring any Proceeding arising out of or relating to this Agreement in any other courts. Nothing in this Section 8.8, however, shall affect the right of any Party to serve legal process in any other manner permitted by Law or at equity. Each Party agrees that a final judgment in any Proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by Law or at equity. Notwithstanding the foregoing, each of the Parties agrees that it will not bring or support any action against the Debt Financing Sources, including any dispute arising out of or relating in any way to any Debt Commitment Letter or the performance thereof, whether based on contract, tort or otherwise, in any forum other than exclusively in federal court sitting in the State of New York, Borough of Manhattan in the City of New York.

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Section 8.9 Trust Account Waiver. Each of the Company and Seller acknowledges that Parent has established the Trust Account for the benefit of its public stockholders, which holds proceeds of its initial public offering. For and in consideration of Parent entering into this Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each of the Company and Seller, for itself and the Affiliates it has the authority to bind, hereby agrees it does not now and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any assets in the Trust Account (or distributions therefrom to Parent’s public stockholders), and hereby waives any claims it has or may have at any time against or with respect to the Trust Account (or distributions therefrom to Parent’s public stockholders) as a result of, or arising out of, any discussions, contracts or agreements (including this Agreement) among Parent, Seller and the Company or the Company’s shareholders and will not seek recourse against the Trust Account (or distributions therefrom to Parent’s public stockholders) for any reason whatsoever.

Section 8.10 Specific Performance. Each Party acknowledges that the rights of each Party to consummate the transactions contemplated hereby are unique and recognize and affirm that in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached, money damages would be inadequate (and therefore the non-breaching Party would have no adequate remedy at Law) and the non-breaching Party would be irreparably damaged. Accordingly, each Party agrees that each other Party shall be entitled to specific performance, an injunction or other equitable relief (without posting of bond or other security or needing to prove irreparable harm) to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any Proceeding, in addition to any other remedy to which such Person may be entitled.

Section 8.11 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their permitted assigns and nothing herein expressed or implied shall give or be construed to give any Person, other than the Parties and such permitted assigns, any legal or equitable rights hereunder (other than (a) in respect of the Buyer Indemnified Parties, the Seller Indemnified Parties, the Indemnified Persons and Non-Party Affiliates, each of whom is an express third-party beneficiary hereunder and entitled to enforce certain obligations hereunder and (b) in respect of the Debt Financing Sources, each of whom (i) is an express third-party beneficiary of Section 8.1, Section 8.3, Section 8.8, Section 8.14 and this Section 8.11 to the extent such sections affect the rights and obligations of the Debt Financing Sources and (ii) shall be entitled to enforce such provisions and rely thereon).

Section 8.12 Legal Representation. Seller, each member of the Buyer Group and the Company hereby agree, on their own behalf and on behalf of their current and future directors, managers, members, partners, officers, equityholders, employees and Affiliates and each of their successors and assigns (all such parties, the “Waiving Parties”), that Kirkland & Ellis LLP (“K&E”) (or any successor thereto) may represent Seller or any direct or indirect director, manager, member, partner, officer, employee, equityholder or Affiliate thereof, in connection with any dispute, litigation, claim, Proceeding or obligation arising out of or relating to this Agreement, any agreement entered into in connection herewith or the transactions contemplated hereby (any such representation, the “Post-Closing Representation”) notwithstanding its representation (or any continued representation) of the Company in connection with the transactions contemplated by this Agreement, and each member of the Buyer Group and the Company on behalf of itself and the Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest or any objection arising therefrom or relating thereto. Each member of the Buyer Group and the Company each acknowledge that the foregoing provision applies whether or not K&E provides legal services to the Company after the Closing Date. Each member of the Buyer Group and the Company, for itself and the Waiving Parties, hereby irrevocably acknowledges and agrees that all communications among K&E, the Company, Seller and/or any director, officer, manager, member, equityholder, employee or representative of any of the foregoing made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Proceeding arising out of or relating to, this Agreement, any agreement entered into in connection herewith, the transactions contemplated hereby or any matter relating to any of the foregoing, are privileged communications and the attorney-client privilege and the expectation of client confidence belongs solely to Seller and may be exclusively controlled by Seller and shall not pass to or be claimed by a member of the Buyer Group or the Atlas Companies, and from and after the Closing none of any member of the Buyer Group, any Atlas Company or any Person purporting to act on behalf of or through any member of the Buyer Group, any Atlas Company or any of the Waiving Parties, will seek to obtain the same by any process. From and after the Closing, each member of the Buyer Group and the Company, on behalf of itself and the Waiving Parties, irrevocably waives and will not assert any attorney-client privilege with respect to any communication among K&E, any Atlas Company, Seller and/or any director, officer, manager, member, equityholder, employee or representative of any of the foregoing occurring prior to the Closing in connection with any Post-Closing Representation. Notwithstanding the foregoing, in the event that a dispute arises between any member of the Buyer Group or any Atlas Company, on the one hand, and a third party other than Seller, on the other hand, any member of the Buyer Group and any Atlas Company may assert the attorney-client privilege to prevent disclosure of confidential communications to such third party; provided, however, that neither any member of the Buyer Group nor any Atlas Company may waive such privilege without the prior written consent of Seller.

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Section 8.13 Schedules. All Schedules and Exhibits attached hereto or referred to herein and the recitals to this Agreement are (a) each hereby incorporated in and made a part of this Agreement as if set forth in full herein and (b) qualified in their entirety by reference to specific provisions of this Agreement. Any fact or item disclosed in any Section of the Schedules shall be deemed disclosed in each other Section of the Schedule to which such fact or item may apply so long as (x) such other Section is referenced by applicable cross-reference or (y) it is reasonably apparent on the face of such disclosure that such disclosure is applicable to such other Section or Schedule. The headings contained in the Schedules are for convenience of reference only and shall not be deemed to modify or influence the interpretation of the information contained in these Schedules or the Agreement. The Schedules are not intended to constitute, and shall not be construed as, an admission or indication that any such fact or item is required to be disclosed. The Schedules shall not be deemed to expand in any way the scope or effect of any representations, warranties or covenants described in this Agreement. Any fact or item, including the specification of any dollar amount, disclosed in the Schedules shall not by reason only of such inclusion be deemed to be material, to establish any standard of materiality or to define further the meaning of such terms for purposes of the Agreement and matters reflected in the Schedules are not necessarily limited to matters required by the Agreement to be reflected herein and may be included solely for information purposes; and no Party shall use the fact of the setting of the amounts or the fact of the inclusion of any item in the Schedules in any dispute or controversy between the Parties as to whether any obligation, item or matter not described or included in the Schedules is or is not required to be disclosed (including whether the amount or items are required to be disclosed as material or threatened) or is within or outside of the Ordinary Course of Business. No disclosure in the Schedules relating to any possible breach or violation of any Contract, Law or Order shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. The information contained in the Schedules shall be kept strictly confidential by the Parties and no third party may rely on any information disclosed or set forth therein. Moreover, in disclosing the information in the Schedules, Seller expressly does not waive any attorney-client privilege associated with such information or any protection afforded by the work-product doctrine with respect to any of the matters disclosed or discussed therein.

Section 8.14 No Recourse to Financing Sources. Notwithstanding any provision of this Agreement to the contrary, in no event shall Seller, the Atlas Companies or any of their respective Affiliates or representatives (a) seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Debt Financing Source or Equity Financing Source in connection with this Agreement or (b) seek to enforce the commitments against, make any claims for breach of any Commitment Letter against, or seek to recover monetary damages from, or otherwise sue, any Debt Financing Source or Equity Financing Source for the Financing in connection with (i) this Agreement or (ii) the obligations of the Debt Financing Sources or Equity Financing Sources for the Financing under the applicable Commitment Letter. Nothing in this Section 8.14 shall in any way limit or qualify the rights and obligations of (x) the Debt Financing Sources or Equity Financing Sources for the applicable Financing and the other parties to the Financing (or the definitive documents related to the Committed Financing) to each other thereunder or in connection therewith and (y) Seller against any member of the Buyer Group.

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Each of the undersigned has caused this Unit Purchase Agreement to be duly executed as of the date first above written.

PARENT:
Boxwood Merger Corp.
By:	/s/ Stephen M. Kadenacy
Name:	Stephen M. Kadenacy
Title:	Chief Executive Officer and Chairman
HOLDINGS:
ATLAS TC HOLDINGS LLC
By:	/s/ Stephen M. Kadenacy
Name:	Stephen M. Kadenacy
Title:	President
BUYER:
ATLAS TC BUYER LLC
By:	/s/ Stephen M. Kadenacy
Name:	Stephen M. Kadenacy
Title:	President

Signature Page to Unit Purchase Agreement

THE COMPANY:
ATLAS INTERMEDIATE HOLDINGS LLC
By: Atlas Technical Consultants Holdings LP
Its:  Sole Member
By: Atlas Technical Consultants Holdings GP LLC
Its:  General Partner
By:	/s/ L. Joe Boyer
Name:	L. Joe Boyer
Title:	Chief Executive Officer
SELLER:
ATLAS TECHNICAL CONSULTANTS HOLDINGS LP
By: Atlas Technical Consultants Holdings GP LLC
Its:  General Partner
By:	/s/ L. Joe Boyer
Name:	L. Joe Boyer
Title:	Chief Executive Officer

Signature Page to Unit Purchase Agreement

EXHIBIT A-1

SECOND A&R Certificate

(see attached)

Exhibit A-1 to Unit Purchase Agreement

Final Version

FORM OF SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
BOXWOOD MERGER CORP.

Boxwood Merger Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows:

1. The original certificate of incorporation of the Corporation, under the name “M Acquisition Company III Corporation,” was filed with the Secretary of State of the State of Delaware on June 28, 2017, and was amended pursuant to a certificate of amendment filed with the Secretary of State of the State of Delaware on August 20, 2018, and was further amended and restated pursuant to an Amended and Restated Certificate of Incorporation of the Corporation filed with the Secretary of State of the State of Delaware on November 21, 2018 (as so amended and restated, the “Prior Charter”).

2. This Second Amended and Restated Certificate of Incorporation (the “Second Amended and Restated Certificate”) was duly adopted by the Board of Directors of the Corporation and the stockholders of the Corporation in accordance with Sections 228, 242 and 245 of the General Corporation Law of the State of Delaware.

3. This Second Amended and Restated Certificate of Incorporation shall become effective on the date of filing with the Secretary of State of the State of Delaware.

4. This Second Amended and Restated Certificate amends and restates the provisions of the Prior Charter in its entirety as follows:

Article I
NAME

The name of the corporation is [Atlas Technical Consultants], Inc. (the “Corporation”).

Article II
REGISTERED AGENT; OFFICES

Section 1. Registered Office. The address of the Corporation’s registered office in the State of Delaware is c/o Corporation Service Company, 251 Little Falls Drive, Wilmington, DE 19808, County of New Castle, and the name of the Corporation’s registered agent at such address is Corporation Service Company.

Article III
PURPOSE

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware, as amended (the “DGCL”).

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Article IV
CAPITALIZATION

Section 1. Authorized Capital Stock. The Corporation is authorized to issue two classes of capital stock, designated Common Stock and Preferred Stock. The total number of shares of capital stock that the Corporation is authorized to issue is [501,000,000] shares, consisting of two classes as follows: (i) [500,000,000] shares of common stock, par value $0.0001 per share (the “Common Stock”), including two series as follows: (A) [400,000,000] shares of Class A Common Stock and (B) [100,000,000] shares of Class B Common Stock (the “Class B Common Stock”), and (ii) 1,000,000 shares of preferred stock, par value $0.0001 per share (the “Preferred Stock”).

Section 2. Preferred Stock. The Preferred Stock may be issued in one or more series. The Board is hereby authorized to issue the shares of Preferred Stock in such series and to fix by resolutions or resolutions from time to time before issuance the number of shares to be included in any such series and the designation, powers, preferences and relative participating, optional or other rights, if any, and the qualifications, limitations or restrictions thereof. The authority of the Board with respect to each such series will include, without limiting the generality of the foregoing, the right to determine any or all of the following:

(a) the number of shares of any series and the designation to distinguish the shares of such series from the shares of all other series;

(b) the voting powers, if any, and whether such voting powers are full or limited in such series;

(c) the redemption provisions, if any, applicable to such series, including the redemption price or prices to be paid;

(d) whether dividends, if any, will be cumulative or noncumulative, the dividend rate of such series, and the dates and preferences of dividends on such series;

(e) the rights of such series upon the voluntary or involuntary dissolution of, or upon any distribution of the assets of, the Corporation;

(f) the provisions, if any, pursuant to which the shares of such series will be convertible into, or exchangeable for, shares of any other class or classes or of any other series of the same or any other class or classes of stock, or any other security, of the Corporation or any other corporation or other entity, and the rates or other determinants of conversion or exchange applicable thereto;

(g) the right, if any, to subscribe for or to purchase any securities of the Corporation or any other corporation or other entity;

(h) the provisions, if any, of a sinking fund applicable to such series; and

(i) any other relative, participating, optional, or other special powers, preferences or rights and qualifications, limitations, or restrictions thereof;

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all as may be determined from time to time by the Board and stated or expressed in the resolution or resolutions providing for the issuance of such Preferred Stock (collectively, a “Preferred Stock Designation”).

Section 3. Common Stock.

(a) Voting Generally.

(i) Except as otherwise required by law or this Second Amended and Restated Certificate (including any Preferred Stock Designation), the holders of the Common Stock shall exclusively possess all voting power with respect to the Corporation and the holders of the Preferred Stock, as such, shall not be entitled to vote.

(ii) Except as otherwise required by law or this Second Amended and Restated Certificate (including any Preferred Stock Designation), the holders of shares of Common Stock shall be entitled to one vote for each such share on each matter properly submitted to the stockholders on which the holders of the Common Stock are entitled to vote.

(iii) Except as otherwise required by law or this Second Amended and Restated Certificate (including any Preferred Stock Designation), at any annual or special meeting of the stockholders of the Corporation, holders of the Class A Common Stock and holders of the Class B Common Stock voting together as a single class (or, if any holders of Preferred Stock are entitled to vote together with the holders of Class A Common Stock and Class B Common Stock, the holders of Class A Common Stock and Class B Common Stock and the Preferred Stock shall vote together as a single class), shall have the exclusive right to vote for the election of directors and on all other matters properly submitted to a vote of the stockholders. Notwithstanding the foregoing, except as otherwise required by law or this Second Amended and Restated Certificate (including any Preferred Stock Designation), holders of shares of any series of Common Stock shall not be entitled to vote on any amendment to this Second Amended and Restated Certificate (including any amendment to any Preferred Stock Designation) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series of Preferred Stock, are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to this Second Amended and Restated Certificate (including any Preferred Stock Designation) or the DGCL.

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(b) Class A Common Stock.

(i) Dividends. Subject to applicable law and the rights, if any, of the holders of any outstanding series of the Preferred Stock, the holders of shares of Class A Common Stock shall be entitled to receive such dividends and other distributions (payable in cash, property or capital stock of the Corporation) when, as and if declared thereon by the Board from time to time out of any assets or funds of the Corporation legally available therefor and shall share equally on a per share basis in such dividends and distributions; provided that, in the event of any dividend or other distribution received by the Corporation from the Partnership in respect of the Units or other equity interests of the Partnership held by the Corporation, including upon any liquidation, dissolution or winding up of the Partnership (any such dividend or distribution, a “Partnership Distribution”), the Board shall to the extent the Corporation has lawful funds then available, declare and pay in connection with such Partnership Distribution a dividend or other distribution on the shares of Class A Common Stock in an amount equal to 100% of such Partnership Distribution, net of reserves for taxes payable by the Corporation as reasonably determined by the Board (a “Pass-Through Distribution”), and the holders of Class A Common Stock shall share equally on a per share basis in such Pass-Through Distribution. The Board shall fix the record date for any Pass-Through Distribution to be the same date as the record date for the corresponding Partnership Distribution fixed by the managing member of the Partnership or, if necessary to comply with applicable law, such later date that is as soon as practicable after the record date for the Partnership Distribution fixed by the managing member of the Partnership. To the extent that a Partnership Distribution is paid in a form other than cash, the Corporation shall sell a portion of such Partnership Distribution sufficient to reserve for taxes payable by the Corporation as reasonably determined by the Board, and the balance of such Partnership Distribution shall be a Pass-Through Distribution.

(ii) Liquidation, Dissolution or Winding Up of the Corporation. Subject to applicable law and the rights, if any, of the holders of any outstanding series of the Preferred Stock, in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, after payment or provision for payment of the debts and other liabilities of the Corporation, the holders of shares of Class A Common Stock shall be entitled to receive all the remaining assets of the Corporation available for distribution to its stockholders, ratably in proportion to the number of shares of Class A Common Stock held by them. A dissolution, liquidation or winding-up of the Corporation, as such terms are used in this paragraph (ii), shall not be deemed to be occasioned by or to include any consolidation or merger of the Corporation with or into any other corporation or corporations or other entity or a sale, lease, exchange or conveyance of all or a part of the assets of the Corporation.

(c) Class B Common Stock. 

(i) Dividends. Except as provided in subsection (f) below, holders of Class B Common Stock shall not be entitled to receive any dividends.

(ii) Liquidation, Dissolution or Winding Up of the Corporation. The holders of Class B Common Stock shall not be entitled to receive any assets of the Corporation in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation. A dissolution, liquidation or winding-up of the Corporation, as such terms are used in this paragraph (ii), shall not be deemed to be occasioned by or to include any consolidation or merger of the Corporation with or into any other corporation or corporations or other entity or a sale, lease, exchange or conveyance of all or a part of the assets of the Corporation.

(iii) Transfer of Class B Common Stock.

(1) A holder of Class B Common Stock may surrender shares of Class B Common Stock to the Corporation for no consideration at any time. Following the surrender of any shares of Class B Common Stock to the Corporation, the Corporation will take all actions necessary to retire such shares and such shares shall not be re-issued by the Corporation.

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(2) A holder of Class B Common Stock may transfer shares of Class B Common Stock to any transferee (other than the Corporation) only if, and only to the extent permitted by the LLC Agreement, such holder also simultaneously transfers an equal number of such holder’s Units to such transferee. Upon a transfer of Units in accordance with the LLC Agreement, an equal number of shares of Class B Common Stock held by the holder of such Units will automatically and simultaneously be transferred to the same transferee of such Units. The transfer restrictions described in this Section 3(c)(iv)(2) are referred to as the “Restrictions”.

(3) Any purported transfer of shares of Class B Common Stock in violation of the Restrictions shall be null and void. If, notwithstanding the Restrictions, a person shall, voluntarily or involuntarily, purportedly become or attempt to become, the purported owner (“Purported Owner”) of shares of Class B Common Stock in violation of the Restrictions, then the Purported Owner shall not obtain any rights in and to such shares of Class B Common Stock (the “Restricted Shares”), and the purported transfer of the Restricted Shares to the Purported Owner shall not be recognized by the Corporation’s transfer agent (the “Transfer Agent”).

(4) Upon a determination by the Board (including the vote of the majority of the disinterested directors serving on the Board at such time), or by a committee composed solely of disinterested directors, that a person has attempted or may attempt to transfer or to acquire Restricted Shares in violation of the Restrictions, the Corporation shall refuse to give effect to such transfer or acquisition on the books and records of the Corporation. In furtherance of the foregoing, the Corporation shall cause the Transfer Agent to refuse to record the Purported Owner’s transferor as the record owner of the Restricted Shares and shall institute proceedings to enjoin or rescind any such transfer or acquisition.

(5) The Board (including the vote of a majority of the disinterested directors serving on the Board at such time), or by a committee composed solely of disinterested directors may, to the extent permitted by law, from time to time establish, modify, amend or rescind, by bylaw or otherwise, regulations and procedures that are consistent with the provisions of this Section 3(c)(iv) for determining whether any transfer or acquisition of shares of Class B Common Stock would violate the Restrictions and for the orderly application, administration and implementation of the provisions of this Section 3(c). Any such procedures and regulations shall be kept on file with the Secretary of the Corporation and with the Transfer Agent and shall be made available for inspection by any prospective transferee and, upon written request, shall be mailed to holders of shares of Class B Common Stock.

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(6) The Board (including a majority of the disinterested directors serving on the Board at such time), or by a committee composed solely of disinterested directors, shall have, all powers necessary to implement the Restrictions, including without limitation, the power to prohibit the transfer of any shares of Class B Common Stock in violation thereof.

(iv) Issuance of Class A Common Stock Upon Redemption; Cancellation of Class B Common Stock.

(1) Shares of Class B Common Stock shall be redeemable for shares of Class A Common Stock on the terms and subject to the conditions set forth in the LLC Agreement. The Corporation will at all times reserve and keep available out of its authorized but unissued shares of Class A Common Stock, solely for the purpose of issuance upon redemption of the Class B Common Stock for Class A Common Stock pursuant to the LLC Agreement, such number of shares of Class A Common Stock that shall be issuable upon any such redemption pursuant to the LLC Agreement; provided that nothing contained herein shall be construed to preclude the Corporation from satisfying its obligations in respect of any such redemption of shares of Class B Common Stock pursuant to the LLC Agreement by delivering to the holder of such shares of Class B Common Stock upon such redemption, cash in lieu of shares of Class A Common Stock in the amount permitted by and provided in the LLC Agreement or shares of Class A Common Stock which are held in the treasury of the Corporation. All shares of Class A Common Stock that shall be issued upon any such redemption will, upon issuance in accordance with the LLC Agreement, be validly issued, fully paid and nonassessable. To the extent that any holder of Class B Common Stock exercises its right pursuant to the LLC Agreement to have some or all of such holder’s Units redeemed by the Partnership in accordance with the LLC Agreement, then simultaneous with the payment of the consideration due under the LLC Agreement to such holder of Class B Common Stock for such holders Units, the Corporation shall redeem for no consideration such number of shares of Class B Common Stock registered in the name of the redeeming or exchanging holder of Class B Common Stock equal to the number of Units held by such holder of Class B Common Stock that are redeemed or exchanged in such redemption or exchange transaction shall be automatically transferred to the Corporation, retired and canceled and shall not be reissued. 

(2) Notwithstanding the Restrictions, (A) in the event that an outstanding share of Class B Common Stock shall cease to be held by a registered holder of Units, such share of Class B Common Stock shall automatically and without further action on the part of the Corporation or any holder of Class B Common Stock be transferred to the Corporation, retired and cancelled for no consideration, and shall not be re-issued by the Corporation and (B) in the event that one or more of the Units held by a registered holder of Class B Common Stock ceases to be held by such holder (other than as a result of a transfer of one or more Units together with an equal number of shares of Class B Common Stock as permitted by the LLC Agreement), a corresponding number of shares of Class B Common Stock registered in the name of such holder shall automatically and without further action on the part of the Corporation or such holder be transferred to the Corporation, retired and cancelled for no consideration, and such shares shall not be re-issued by the Corporation.

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(v) Restrictive Legend. All certificates or book entries representing shares of Class B Common Stock, as the case may be, shall bear a legend substantially in the following form (or in such other form as the Board may determine):

THE SECURITIES REPRESENTED BY THIS BOOK ENTRY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”).

THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE ACT.

THESE CERTIFICATES ARE SUBJECT TO THE RESTRICTIONS (INCLUDING RESTRICTIONS ON TRANSFER) SET FORTH IN THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION, AS THE SAME MAY BE AMENDED AND/OR RESTATED FROM TIME TO TIME, AND THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ATLAS INTERMEDIATE HOLDINGS LLC, DATED AS OF [●], 2019, AMONG THE MEMBERS LISTED THEREIN, AS THE SAME MAY BE AMENDED AND/OR RESTATED FROM TIME TO TIME (COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF THE CORPORATION AND SHALL BE PROVIDED FREE OF CHARGE TO ANY STOCKHOLDER MAKING A REQUEST THEREFOR). AND NO TRANSFER OF THESE SECURITIES WILL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED.

(d) Conversion Rights. Except as set forth in this Second Amended and Restated Certificate, the Common Stock shall not be convertible into, or exchangeable for, shares of any other class or classes or of any other series of the same class of the Corporation’s capital stock.

(e) Preemptive Rights. No stockholder shall, by reason of the holding of shares of any class or series of capital stock of the Corporation, have any preemptive or preferential right to acquire or subscribe for any shares or securities of any class or series, whether now or hereafter authorized, which may at any time be issued, sold or offered for sale by the Corporation, unless specifically provided for in a Preferred Stock Designation.

(f) Stock Split or Reverse Stock Split. In no event shall the shares of either Class A Common Stock or Class B Common Stock be split, subdivided, or combined (including by way of stock dividend) unless the outstanding shares of the other class shall be proportionately split, subdivided or combined.

Ex A-1-7

(g) Authorization and Issuance of Additional Shares; Repurchases or Redemptions.

(i) If at any time the Corporation issues a share of Class A Common Stock or any other Equity Security of the Corporation (other than Class B Common Stock), (1) the Corporation shall cause the Partnership to issue to the Corporation one Unit (if the Corporation issues a share of Class A Common Stock), or such other Equity Security of the Partnership (if the Corporation issues Equity Securities other than Class A Common Stock) corresponding to such Equity Securities issued by the Corporation, and with substantially the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of the Corporation and (2) the net proceeds received by the Corporation with respect to issuance of the corresponding share of Class A Common Stock or other Equity Security, if any, shall be concurrently contributed by the Corporation to the Partnership as a capital contribution. Notwithstanding the foregoing, this Section 3(h)(i) shall not apply to (x) the issuance and distribution to holders of shares of Class A Common Stock of rights to purchase Equity Securities of the Corporation under a “poison pill” or similar stockholders rights plan (and upon any redemption of Units for Class A Common Stock, such Class A Common Stock will be issued together with a corresponding right under such plan) or (y) the issuance under the Corporation’s employee benefits plans of any warrants, options, other rights to acquire Equity Securities of the Corporation or rights or property that may be converted into or settled in Equity Securities of the Corporation, but shall in each of the foregoing cases apply to the issuance of Equity Securities of the Corporation in connection with the exercise or settlement of such rights, warrants, options or other rights or property.

(ii) The Corporation shall not in any manner effect any subdivision (by stock split, stock dividend, reclassification, recapitalization or otherwise) or combination (by reverse stock split, reclassification, recapitalization or otherwise) of the outstanding Common Stock unless accompanied by an identical subdivision or combination, as applicable, of the outstanding Units, with corresponding changes made with respect to any other exchangeable or convertible securities. The Corporation shall not in any manner effect any subdivision (by stock split, stock dividend, reclassification, recapitalization or otherwise) or combination (by reverse stock split, reclassification, recapitalization or otherwise) of any outstanding Equity Securities of the Corporation (other than the Common Stock) unless accompanied by an identical subdivision or combination, as applicable, of the corresponding Equity Securities of the Partnership, with corresponding changes made with respect to any other exchangeable or convertible securities.

(iii) The Corporation may not redeem, repurchase or otherwise acquire (1) any shares of Class A Common Stock unless substantially simultaneously the Partnership redeems, repurchases or otherwise acquires from the Corporation an equal number of Units for the same form and amount of consideration per security or (2) any other Equity Securities of the Corporation (other than Class B Common Stock) unless substantially simultaneously the Partnership redeems, repurchases or otherwise acquires from the Corporation an equal number of Equity Securities of the Partnership of a corresponding class or series with substantially the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of the Corporation for the same form and amount of consideration per security. Notwithstanding the foregoing, to the extent that any consideration payable by the Corporation in connection with the redemption or repurchase of any shares of Class A Common Stock or other Equity Securities of the Corporation or any of its subsidiaries consists (in whole or in part) of shares of Class A Common Stock or such other Equity Securities (including in connection with the cashless exercise of an option or warrant), then the redemption or repurchase of the corresponding Units or other Equity Securities of the Partnership shall be effectuated in an equivalent manner.

Ex A-1-8

(h) Certain Terms. As used in this Second Amended and Restated Certificate, (i) “Partnership” shall mean Atlas TC Holdings LLC, a Delaware limited liability company, or any successor entity thereto, (ii) “LLC Agreement” shall mean the Limited Liability Company Agreement of the Partnership, dated as of [●], 2019, as such agreement may be further amended, restated, amended and restated, supplemented or otherwise modified from time to time in accordance with its terms, (iii) “Unit” shall mean a unit representing limited liability company interests in the Partnership authorized and issued under the LLC Agreement and constituting a “Unit” as defined in the LLC Agreement as in effect as of the effective time of this Second Amended and Restated Certificate, and (iv) “Equity Securities” shall mean (1) with respect to the Corporation, any and all shares, interests, participation or other equivalents (however designated) of capital stock, including all Common Stock and Preferred Stock, or warrants, options or other rights to acquire any of the foregoing, including any debt instrument convertible or exchangeable into any of the foregoing and (2) with respect to the Partnership or any of its subsidiaries, (A) Units or other equity interests in the Partnership or any subsidiary of the Partnership, (B) obligations, evidences of indebtedness or other securities or interests convertible or exchangeable into Units or other equity interests in the Partnership or any subsidiary of the Partnership, and (C) warrants, options or other rights to purchase or otherwise acquire Units or other equity interests in the Partnership or any subsidiary of the Partnership.

Section 4. Rights and Options. The Corporation has the authority to create and issue rights, warrants and options entitling the holders thereof to purchase shares of any class or series of the Corporation’s capital stock or other securities of the Corporation, and such rights, warrants and options shall be evidenced by instrument(s) approved by the Board. The Board is empowered to set the exercise price, duration, times for exercise and other terms and conditions of such rights, warrants or options; provided, however, that the consideration to be received for any shares of capital stock subject thereto may not be less than the par value thereof.

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Article V
BYLAWS

The Board may make, amend, and repeal the Amended and Restated Bylaws (the “Bylaws”) of the Corporation, provided, however, that so long as the Shareholders’ Agreement remains in effect, the Board shall not approve any amendment, alteration or repeal of any provision of the Bylaws, or the adoption of any new Bylaw, that would be contrary to or inconsistent with the terms of the Shareholders’ Agreement. Any Bylaw made by the Board under the powers conferred hereby may be amended or repealed by the Board (except as specified in any such Bylaw so made or amended) or by the stockholders in the manner provided in the Bylaws of the Corporation. In addition to any other vote required by law, the affirmative vote of the holders of at least 66²⁄₃% of the Voting Stock (as defined below), voting together as a single class, is required to amend or repeal, or to adopt any provision inconsistent with, this Article V; provided, however, that so long as the Shareholders’ Agreement, dated as of [●], 2019, by and among the Corporation, Boxwood Merger Sponsor LLC, [Bernhard Capital Partners Management LP] and other parties thereto (as it may be amended and/or restated, the “Shareholders’ Agreement”), remains in effect, the Board may not approve any amendment, alteration or repeal of any provision of the bylaws of the Corporation, or the adoption of any new bylaw of the Corporation, that would be contrary to or inconsistent with the terms of the Shareholders’ Agreement without the written consent of the Parties to the Shareholders’ Agreement. Notwithstanding the foregoing, nothing in the bylaws of the Corporation shall be deemed to limit the ability of the parties to the Shareholders’ Agreement to amend, alter or repeal any provision of the Shareholders’ Agreement pursuant to the terms thereof, provided that no amendment to the Shareholders’ Agreement (whether or not such amendment modifies any provision of the Shareholders’ Agreement to which the bylaws of the Corporation are subject) shall amend the bylaws of the Corporation. For the purposes of this Second Amended and Restated Certificate, “Voting Stock” means stock of the Corporation of any class or series entitled to vote generally in the election of directors. The Bylaws also may be adopted, amended, altered or repealed by the stockholders; provided, however, that in addition to any vote of the holders of any class or series of capital stock of the Corporation required by applicable law or this Second Amended and Restated Certificate (including any Preferred Stock Designation), the affirmative vote of the holders of at least a majority of the voting power of all outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class shall be required for the stockholders to adopt, amend, alter or repeal the Bylaws other than Article VIII of the Bylaws; provided further, that in addition to any vote of the holders of any class or series of capital stock of the Corporation required by applicable law or this Second Amended and Restated Certificate (including any Preferred Stock Designation), the affirmative vote of the holders of at least 66²⁄₃% of the voting power of all outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required for the stockholders to adopt, amend, alter or repeal Article VIII of the Bylaws.

Article VI
MEETINGS OF STOCKHOLDERS

Section 1. Annual Meetings. Except as otherwise expressly provided by law, the annual meeting of stockholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held at such date, time and place, if any, as shall be determined exclusively by resolution of the Board in its sole and absolute discretion.

Section 2. Special Meetings. Subject to the rights, if any, of the holders of any outstanding series of the Preferred Stock, and to the requirements of applicable law, special meetings of stockholders of the Corporation may be called only by the Chairman of the Board, Chief Executive Officer, or the Board pursuant to a resolution adopted by a majority of the Board, and the ability of the stockholders to call a special meeting is hereby specifically denied. Except as provided in the foregoing sentence, special meetings of stockholders may not be called by another person or persons.

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Section 3. Advance Notice. Advance notice of stockholder nominations for the election of directors and of business to be brought by stockholders before any meeting of the stockholders of the Corporation shall be given in the manner provided in the Bylaws.

Section 4. No Action by Written Consent. Subject to the rights, if any, of the holders of any outstanding series of Preferred Stock, any action required or permitted to be taken by the stockholders of the Corporation must be effected by a duly called annual or special meeting of such stockholders and may not be effected by written consent of the stockholders of the Corporation.

Article VII
BOARD OF DIRECTORS

Section 1. Number, Election, and Terms of Directors. Subject to the rights, if any, of the holders of any series of Preferred Stock to elect additional directors under circumstances specified in any Preferred Stock Designation and to the terms of the Shareholders’ Agreement, the number of directors will be fixed from time to time in the manner provided in the Bylaws of the Corporation. Subject to Section 6 of this Article VII, the directors, other than those who may be elected by the holders of any series of Preferred Stock, will be classified with respect to the time for which they severally hold office into three classes, as nearly equal in number as possible, designated Class I, Class II, and Class III. At any meeting of stockholders at which directors are to be elected, the number of directors elected may not exceed the greatest number of directors then in office in any class of directors. The directors first appointed to Class I will hold office for a term expiring at the first annual meeting of stockholders following the consummation of the Initial Business Combination; the directors first appointed to Class II will hold office for a term expiring at the second annual meeting of stockholders following the consummation of the Initial Business Combination; and the directors first appointed to Class III will hold office for a term expiring at the third annual meeting of stockholders following the consummation of the Initial Business Combination, with the members of each class to hold office until their successors are elected and qualified. At each succeeding annual meeting of the stockholders of the Corporation, the successors to the class of directors whose term expires at that meeting will be elected by plurality vote of all votes cast at such meeting to hold office for a term expiring at the annual meeting of stockholders held in the third year following the year of their election and until their successors are elected and qualified. Subject to the rights, if any, of the holders of any series of Preferred Stock to elect additional directors under circumstances specified in any Preferred Stock Designation, directors may be elected by the stockholders only at an annual meeting of stockholders. Election of directors of the Corporation need not be by written ballot unless requested by the presiding officer or by the holders of a majority of the Voting Stock present in person or represented by proxy at a meeting of the stockholders at which directors are to be elected. If authorized by the Board, such requirement of a written ballot shall be satisfied by a ballot submitted by electronic transmission, provided that any such electronic transmission must either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the stockholder or proxy holder.

Ex A-1-11

Section 2. Newly Created Directorships and Vacancies. Subject to the terms of the Shareholders’ Agreement, and the rights, if any, of the holders of any series of Preferred Stock to elect additional directors under circumstances specified in any Preferred Stock Designation and Section 6 of this Article VII, newly created directorships resulting from any increase in the number of directors and any vacancies on the Board resulting from death, resignation, disqualification, removal, or other cause will be filled solely by the affirmative vote of a majority of the remaining directors then in office, even though less than a quorum of the Board, or by a sole remaining director. Any director elected in accordance with the preceding sentence will hold office for the remainder of the full term of the class of directors in which the new directorship was created or the vacancy occurred and until such director’s successor has been elected and qualified, subject, however, to such director’s earlier death, resignation, retirement, disqualification or removal. If the number of directors is changed, any increase or decrease shall be apportioned by the Board among the classes so as to maintain the number of directors in each class as nearly equal as possible; provided, however, that no decrease in the number of directors constituting the Board may shorten the term of any incumbent director.

Section 3. Removal. Subject to the terms of the Shareholders’ Agreement, and to the rights, if any, of the holders of any series of Preferred Stock to elect additional directors under circumstances specified in any Preferred Stock Designation and Section 6 of this Article VII, any director may be removed from office by the stockholders only for cause and only in the manner provided in this Article VII, Section 4. At any annual meeting or special meeting of the stockholders, the notice of which states that the removal of a director or directors is among the purposes of the meeting and identifies the director or directors proposed to be removed, the affirmative vote of the holders of at least majority of the voting power of the outstanding Voting Stock, voting together as a single class, may remove such director or directors for cause. Notwithstanding the foregoing, in the event that a stockholder party to the Shareholders’ Agreement provides notice to the Corporation to remove a director designated by such stockholder pursuant to the terms of the Shareholders’ Agreement, whether such removal is with or without cause, the Corporation may take all necessary action to cause such removal, to the extent permitted by applicable law, and such director or director may be removed with or without cause.

Section 4. Preferred Stock – Directors. Notwithstanding any other provision of this Article VII, and except as otherwise required by law, whenever the holders of one or more series of the Preferred Stock shall have the right, voting separately by class or series, to elect one or more directors, the number of directors constituting the entire board shall automatically be increased by such specified number of directors and the term of office, the filling of vacancies, the removal from office and other features of such directorships shall be governed by the terms of such series of the Preferred Stock as set forth in this Second Amended and Restated Certificate, including any Preferred Stock Designation, and such directors shall not be included in any of the classes created pursuant to this Article VII unless expressly provided by such terms. Except as otherwise provided in a Preferred Stock Designation, whenever the holders of any series of Preferred Stock having such right to elect additional directors are divested of such right pursuant to the provisions of such stock, the terms of office of all such additional directors elected by the holders of such stock, or elected to fill any vacancies resulting from the death, resignation, disqualification or removal of such additional directors, shall forthwith terminate (in which case each such director thereupon shall cease to be qualified as, and shall cease to be, a director) and the total authorized number of directors of the Corporation shall automatically be reduced accordingly.

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Article VIII
LIMITED LIABILITY

To the full extent permitted by the DGCL and any other applicable law currently or hereafter in effect, no director of the Corporation will be personally liable to the Corporation or its stockholders for or with respect to any breach of fiduciary duty or other act or omission as a director of the Corporation, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as it now exists. In addition to the circumstances in which a director of the Corporation is not personally liable as set forth in the preceding sentence, a director of the Corporation shall not be liable to the fullest extent permitted by any amendment to the DGCL hereafter enacted that further limits the liability of a director. No repeal or modification of this Article VIII will adversely affect the protection of any director of the Corporation provided hereby in relation to any breach of fiduciary duty or other act or omission as a director of the Corporation occurring prior to the effectiveness of such repeal or modification.

Article IX
INDEMNIFICATION

Section 1. Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is otherwise subject to or involved in any claim, demand, action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he or she is or was a director or an officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another company or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified by the Corporation to the fullest extent permitted or required by the DGCL and any other applicable law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewith (“Indemnifiable Losses”); provided, however, that, except as provided in Section 4 of this Article IX with respect to Proceedings to enforce rights to indemnification, the Corporation shall indemnify any such Indemnitee pursuant to this Section 1 in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Board.

Section 2. Right to Advancement of Expenses. The right to indemnification conferred in Section 1 of this Article IX shall include the right to advancement by the Corporation of any and all expenses (including, without limitation, attorneys’ fees and expenses) incurred in defending any such Proceeding in advance of its final disposition (an “Advancement of Expenses”); provided, however, that, if the DGCL so requires, an Advancement of Expenses incurred by an Indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such Indemnitee, including without limitation service to an employee benefit plan) shall be made pursuant to this Section 2 only upon delivery to the Corporation of an undertaking (an “Undertaking”), by or on behalf of such Indemnitee, to repay, without interest, all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (a “Final Adjudication”) that such Indemnitee is not entitled to be indemnified for such expenses under this Section 2. An Indemnitee’s right to an Advancement of Expenses pursuant to this Section 2 is not subject to the satisfaction of any standard of conduct and is not conditioned upon any prior determination that Indemnitee is entitled to indemnification under Section 1 of this Article IX with respect to the related Proceeding or the absence of any prior determination to the contrary.

Ex A-1-13

Section 3. Contract Rights. The rights to indemnification and to the Advancement of Expenses conferred in Sections 1 and 2 of this Article IX shall be contract rights and such rights shall continue as to an Indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the Indemnitee’s heirs, executors and administrators.

Section 4. Right of Indemnitee to Bring Suit. If a claim under Section 1 or 2 of this Article IX is not paid in full by the Corporation within 60 calendar days after a written claim has been received by the Corporation, except in the case of a claim for an Advancement of Expenses, in which case the applicable period shall be 20 calendar days, the Indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Indemnitee shall be entitled to the fullest extent permitted or required by the DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader reimbursements of prosecution or defense expenses than such law permitted the Corporation to provide prior to such amendment), to be paid also the expense of prosecuting or defending such suit. In (i) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an Advancement of Expenses) it shall be a defense that, and (ii) any suit brought by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Corporation shall be entitled to recover such expenses, without interest, upon a Final Adjudication that, the Indemnitee has not met any applicable standard for indemnification set forth in the DGCL. Neither the failure of the Corporation (including its Board of Directors or a committee thereof, its stockholders or independent legal counsel) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including its Board of Directors or a committee thereof, its stockholders or independent legal counsel) that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to such suit. In any suit brought by an Indemnitee to enforce a right to indemnification or to an Advancement of Expenses hereunder, or brought by the Corporation to recover an Advancement of Expenses hereunder pursuant to the terms of an Undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified, or to such Advancement of Expenses, shall be on the Corporation.

Ex A-1-14

Section 5. Non-Exclusivity of Rights. The rights to indemnification and to the Advancement of Expenses conferred in this Article IX shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, this Second Amended and Restated Certificate, the Bylaws, any agreement, any vote of stockholders or disinterested directors or otherwise. Nothing contained in this Article IX shall limit or otherwise affect any such other right or the Corporation’s power to confer any such other right.

Section 6. Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the DGCL.

Section 7. No Duplication of Payments. The Corporation shall not be liable under this Article IX to make any payment to an Indemnitee in respect of any Indemnifiable Losses to the extent that the Indemnitee has otherwise actually received payment (net of any expenses incurred in connection therewith and any repayment by the Indemnitee made with respect thereto) under any insurance policy or from any other source in respect of such Indemnifiable Losses.

Article X
CORPORATE OPPORTUNITIES

The Corporation renounces, to the fullest extent permitted by law, any interest or expectancy of the Corporation in, or in being offered an opportunity to participate in, any Excluded Opportunity pursuant to Section 122(17) of the DGCL.  An “Excluded Opportunity” is any matter, transaction or interest that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of (i) any director of the Corporation who is not an employee of the Corporation or any of its subsidiaries, or (ii) any holder of Common Stock or Preferred Stock or any partner, member, director, stockholder, employee or agent of any such holder, other than someone who is an employee of the Corporation or any of its subsidiaries (collectively, “Covered Persons”), unless such matter, transaction or interest is presented to, or acquired, created or developed by, or otherwise comes into the possession of, a Covered Person expressly and solely in such Covered Person’s capacity as a director of the Corporation, such opportunity is one the Corporation is legally and contractually permitted to undertake and would otherwise be reasonable for the Corporation to pursue, and to the extent the director is permitted to refer that opportunity to the Corporation without violating any legal or contractual obligation. Any amendment, repeal or modification of the foregoing provisions of this Article X shall not adversely affect any right or protection of any director, officer or other agent of the Corporation existing at the time of such amendment, repeal or modification.

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Article XI
AMENDMENTS

The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Second Amended and Restated Certificate (including any Preferred Stock Designation), in the manner now or hereafter prescribed by this Second Amended and Restated Certificate and the DGCL, all rights, preferences and privileges herein conferred upon stockholders, directors or any other persons by and pursuant to this Second Amended and Restated Certificate in its present form or as hereafter amended are granted subject to the right reserved in this Article XI. Notwithstanding anything to the contrary contained in this Second Amended and Restated Certificate or the Bylaws, and notwithstanding that a lesser percentage or vote may be permitted from time to time by applicable law, no provision of Article IV, Article VII, Article IX, Article X, and this Article XI (except by virtue of a filing of a Preferred Stock Designation, but subject to any vote required by law or by other provisions of this Second Amended and Restated Certificate with respect to such Preferred Stock Designation) may be altered, amended or repealed in any respect, nor may any provision of this Second Amended and Restated Certificate or of the Bylaws inconsistent therewith be adopted, unless in addition to any other vote required by this Second Amended and Restated Certificate or otherwise required by law, such alteration, amendment, repeal or adoption is approved at a meeting of the stockholders called for that purpose by the affirmative vote of the holders of at least 66^2⁄3% of the voting power of all outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class; provided, however, that, so long as the Shareholders’ Agreement remains in effect, no provision of this Second Amended and Restated Certificate may be amended, altered or repealed in any manner that would be contrary to or inconsistent with the terms of the Shareholders’ Agreement.

Article XII
EXCLUSIVE FORUM FOR CERTAIN LAWSUITS

Section 1. Forum. Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (the “Court of Chancery”) shall be the sole and exclusive forum for any stockholder to bring (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim against the Corporation, its directors, officers or employees arising pursuant to any provision of the DGCL or this Second Amended and Restated Certificate or the Bylaws or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware, or (iv) any action asserting a claim against the Corporation, its directors, officers or employees governed by the internal affairs doctrine, except for, as to each of (i) through (iv) above, any claim (A) as to which the Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, (C) for which the Court of Chancery does not have subject matter jurisdiction, or (D) arising under the Securities Act of 1933, as amended, as to which the Court of Chancery and the federal district court for the District of Delaware shall have concurrent jurisdiction. Notwithstanding the foregoing, the provisions of this Section 1 will not apply to suits brought to enforce a duty or liability created by the Securities Exchange Act of 1934, as amended, or any other claim for which the federal courts have exclusive jurisdiction. Any person or entity purchasing or otherwise acquiring any interest in any security of the Corporation shall be deemed to have notice of any consented to the provisions of this Section 1.

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Article XIII
SEVERABILITY

If any provision or provisions (or any part thereof) of this Second Amended and Restated Certificate shall be held to be invalid, illegal or unenforceable as applied to any person, entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, (i) the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Second Amended and Restated Certificate (including, without limitation, each portion of any paragraph of this Second Amended and Restated Certificate containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons or entities and circumstances shall not in any way be affected or impaired thereby, and (ii) the provisions of this Second Amended and Restated Certificate (including, without limitation, each portion of any paragraph of this Second Amended and Restated Certificate containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to permit the Corporation to protect its directors, officers, employees and agents from personal liability in respect of their good faith service or for the benefit of the Corporation to the fullest extent permitted by law.

Article XIV
SECTION 203 OF THE DGCL

The Corporation hereby expressly elects not to be governed by Section 203 of the DGCL as now in effect or hereafter amended, or any successor statute thereto, and the restrictions contained in Section 203 of the DGCL shall not apply to the Corporation.

Ex A-1-17

IN WITNESS WHEREOF, [Atlas Technical Consultants], Inc. has caused this Second Amended and Restated Certificate to be duly executed in its name and on its behalf by an authorized officer as of this [●]th day of [●], 2019.

[ATLAS TECHNICAL CONSULTANTS], INC.

By:

Name:

Title:

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EXHIBIT A-2

AMENDED & RESTATED BYLAWS

(see attached)

Exhibit A-2 to Unit Purchase Agreement

Final Version

AMENDED AND RESTATED BY LAWS
OF
[Atlas Technical Consultants] (f/K/A Boxwood merger corp.)
(THE “CORPORATION”)

Article I
OFFICES

Section 1.1 Registered Office. The registered office of the Corporation within the State of Delaware shall be located at the office of the Corporation’s registered agent as stated in the Corporation’s Amended & Restated Certificate of Incorporation, as the same may be amended or restated from time to time (the “Certificate of Incorporation”).

Section 1.2 Additional Offices. The Corporation may, in addition to its registered office in the State of Delaware, have such other offices and places of business, both within and outside the State of Delaware, as the Board of Directors of the Corporation (the “Board”) may from time to time determine or as the business and affairs of the Corporation may require.

Article II
STOCKHOLDERS MEETINGS

Section 2.1 Annual Meetings. The annual meeting of stockholders shall be held at such place, either within or without the State of Delaware, and time and on such date as shall be determined by the Board and stated in the notice of the meeting, provided that the Board may in its sole discretion determine that the meeting shall not be held at any place, but may instead be held solely by means of remote communication pursuant to Section 9.5(a). At each annual meeting, the stockholders shall elect those directors of the Corporation to fill any term of a directorship that expires on the date of such annual meeting and may transact any other business as may properly be brought before the meeting.

Section 2.2 Special Meetings. Subject to the rights, if any, of the holders of any outstanding series of the preferred stock of the Corporation (“Preferred Stock”), and to the requirements of applicable law, special meetings of stockholders of the Corporation may be called only by the Chairman of the Board, Chief Executive Officer, or the Board pursuant to a resolution adopted by a majority of the Board and the ability of the stockholders to call a special meeting is hereby specifically denied. Except as provided in the foregoing sentence, special meetings of the stockholders may not be called by another person or persons.

Section 2.3 Notices. Notice of each stockholders meeting stating the place, if any, date, and time of the meeting, and the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and the record date for determining the stockholders entitled to vote at the meeting, if such date is different from the record date for determining stockholders entitled to notice of the meeting, shall be given in the manner permitted by Section 9.3 to each stockholder entitled to vote thereat as of the record date for determining the stockholders entitled to notice of the meeting, by the Corporation not less than 10 nor more than 60 days before the date of the meeting unless otherwise required by the General Corporation Law of the State of Delaware (the “DGCL”). If said notice is for a stockholders meeting other than an annual meeting, it shall in addition state the purpose or purposes for which the meeting is called, and the business transacted at such meeting shall be limited to the matters so stated in the Corporation’s notice of meeting (or any supplement thereto). Any meeting of stockholders as to which notice has been given may be postponed, and any meeting of stockholders as to which notice has been given may be cancelled, by the Board upon public announcement (as defined in Section 2.7(c)) given before the date previously scheduled for such meeting.

Ex A-2-1

Section 2.4 Quorum. Except as otherwise provided by applicable law, the Certificate of Incorporation or these Bylaws, the presence, in person or by proxy, at a stockholders meeting of the holders of shares of outstanding capital stock of the Corporation representing a majority of the voting power of all outstanding shares of capital stock of the Corporation entitled to vote at such meeting shall constitute a quorum for the transaction of business at such meeting, except that when specified business is to be voted on by a class or series of stock voting as a class, the holders of shares representing a majority of the voting power of the outstanding shares of such class or series shall constitute a quorum of such class or series for the transaction of such business. If a quorum shall not be present or represented by proxy at any meeting of the stockholders of the Corporation, the chairman of the meeting may adjourn the meeting from time to time in the manner provided in Section 2.6 until a quorum shall attend. The stockholders present at a duly convened meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum. Shares of its own stock belonging to the Corporation or to another corporation, if a majority of the voting power of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of the Corporation or any such other corporation to vote shares held by it in a fiduciary capacity.

Section 2.5 Voting of Shares.

(a) Voting Lists. The Corporation shall prepare, at least 10 days before every meeting of stockholders, a complete list of the stockholders of record entitled to vote at such meeting; provided, however, if the record date for determining the stockholders entitled to vote is less than 10 days before the meeting date, the list shall reflect the stockholders entitled to vote as of the tenth day before the meeting date, arranged in alphabetical order and showing the address and the number of shares registered in the name of each stockholder. Nothing contained in this Section 2.5(a) shall require the Corporation to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours for a period of at least 10 days prior to the meeting: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the principal place of business of the Corporation. In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be examined by any stockholder who is present. If a meeting of stockholders is to be held solely by means of remote communication as permitted by Section 9.5(a), the list shall be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of meeting. The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the list required by this Section 2.5(a) or to vote in person or by proxy at any meeting of stockholders.

(b) Manner of Voting. At any stockholders meeting, every stockholder entitled to vote may vote in person or by proxy. If authorized by the Board, the voting by stockholders or proxy holders at any meeting conducted by remote communication may be effected by a ballot submitted by electronic transmission (as defined in Section 9.3), provided that any such electronic transmission must either set forth or be submitted with information from which the Corporation can determine that the electronic transmission was authorized by the stockholder or proxy holder. The Board, in its discretion, or the chairman of the meeting of stockholders, in such person’s discretion, may require that any votes cast at such meeting shall be cast by written ballot.

(c) Proxies. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. Without limiting the manner in which a stockholder may authorize another person or persons to act for such stockholder as proxy, either of the following shall constitute a valid means by which a stockholder may grant such authority.

(i) A stockholder may execute a document authorizing another person or persons to act for such stockholder as proxy. Execution may be accomplished by the stockholder or such stockholder’s authorized officer, director, employee or agent.

(ii) A stockholder may authorize another person or persons to act for such stockholder as proxy by transmitting or authorizing the transmission of an electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the person who will be the holder of the proxy to receive such transmission, provided that any such transmission must either set forth or be submitted with information from which it can be determined that the transmission was authorized by the stockholder.

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Any copy, facsimile telecommunication or other reliable reproduction of the document (including any electronic transmission) authorizing another person or persons to act as proxy for a stockholder may be substituted or used in lieu of the document for any and all purposes for which the original document could be used; provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire document.

(d) Required Vote. Subject to the rights of the holders of one or more series of Preferred Stock, voting separately by class or series, to elect directors pursuant to the terms of one or more series of Preferred Stock, at all meetings of stockholders at which a quorum is present, the election of directors shall be determined by a plurality of the votes cast by the stockholders present in person or represented by proxy at the meeting and entitled to vote thereon. All other matters presented to the stockholders at a meeting at which a quorum is present shall be determined by the vote of a majority of the votes cast by the stockholders present in person or represented by proxy at the meeting, unless the matter is one upon which, by applicable law, the Certificate of Incorporation, these Bylaws or applicable stock exchange rules, a different or minimum vote is required, in which case the different or minimum vote shall be the required vote for such matter.

(e) Inspectors of Election. The Board may, and shall if required by law, in advance of any meeting of stockholders, appoint one or more persons as inspectors of election, who may be employees of the Corporation or otherwise serve the Corporation in other capacities, to act at such meeting of stockholders or any adjournment thereof and to make a written report thereof. The Board may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspectors of election or alternates are appointed by the Board, the chairman of the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before discharging his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. The inspectors shall ascertain and report the number of outstanding shares and the voting power of each; determine the number of shares present in person or represented by proxy at the meeting and the validity of proxies and ballots; count all votes and ballots and report the results; determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; and certify their determination of the number of shares represented at the meeting and their count of all votes and ballots. No person who is a candidate for an office at an election may serve as an inspector at such election. Each report of an inspector shall be in writing and signed by the inspector or by a majority of them if there is more than one inspector acting at such meeting. If there is more than one inspector, the report of a majority shall be the report of the inspectors.

Section 2.6 Adjournments. Any meeting of stockholders, annual or special, may be adjourned, from time to time, whether or not there is a quorum, to reconvene at the same or some other place. Notice need not be given of any such adjourned meeting if the date, time, and place, if any, thereof, and the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken. At the adjourned meeting the stockholders, or the holders of any class or series of stock entitled to vote separately as a class, as the case may be, may transact any business that might have been transacted at the original meeting. If the adjournment is for more than 30 days, notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date for stockholders entitled to vote is fixed for the adjourned meeting, the Board shall fix a new record date for notice of such adjourned meeting in accordance with Section 9.2, and shall give notice of the adjourned meeting to each stockholder of record entitled to vote at such adjourned meeting as of the record date fixed for notice of such adjourned meeting.

Section 2.7 Advance Notice for Business.

(a) Annual Meetings of Stockholders. No business may be transacted at an annual meeting of stockholders, other than business that is either (i) specified in the Corporation’s notice of meeting (or any supplement thereto), (ii) otherwise properly brought before the annual meeting by or at the direction of the Board or duly authorized committee thereof or (iii) otherwise properly brought before the annual meeting by any stockholder of the Corporation (x) who is a stockholder of record on the date of the giving of the notice provided for in this Section 2.7(a) and on the record date for the determination of stockholders entitled to vote at such annual meeting and (y) who complies with the notice procedures set forth in this Section 2.7(a). Notwithstanding anything in this Section 2.7(a) to the contrary, only persons nominated for election as a director pursuant to Section 3.2 will be considered for election at such meeting.

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(i) In addition to any other applicable requirements, for business (other than nominations) to be properly brought before an annual meeting by a stockholder, such stockholder must have given timely advance notice thereof in proper written form to the Secretary of the Corporation and such business must otherwise be a proper matter for stockholder action. Subject to Section 2.7(a)(iii), a stockholder’s notice to the Secretary with respect to such business, to be timely must be delivered to the Secretary or mailed and received at the principal executive offices of the Corporation not later than the close of business on the 90th day nor earlier than the close of business on the 120th day before the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting is more than 30 days before or more than 70 days after such anniversary date, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the 120th day before the meeting and not later than the later of (x) the close of business on the 90th day before the meeting or (y) the close of business on the 10th day following the day on which public announcement of the date of the annual meeting is first made by the Corporation. The public announcement of an adjournment or postponement of an annual meeting shall not commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described in this Section 2.7(a).

(ii) To be in proper written form, a stockholder’s notice to the Secretary with respect to any business (other than nominations) must set forth as to each such matter such stockholder proposes to bring before the annual meeting (A) a brief description of the business desired to be brought before the annual meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration and in the event such business includes a proposal to amend these Bylaws, the language of the proposed amendment) and the reasons for conducting such business at the annual meeting, (B) the name and record address of such stockholder and the name and address of the beneficial owner, if any, on whose behalf the proposal is made, (C) the class or series and number of shares of capital stock of the Corporation that are owned beneficially and of record by such stockholder and by the beneficial owner, if any, on whose behalf the proposal is made, (D) a description of all arrangements or understandings between such stockholder and the beneficial owner, if any, on whose behalf the proposal is made and any other person or persons (including their names) in connection with the proposal of such business by such stockholder, (E) any material interest of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made in such business and (F) a representation that such stockholder (or a qualified representative of such stockholder) intends to appear in person or by proxy at the annual meeting to bring such business before the meeting.

(iii) The foregoing notice requirements of this Section 2.7(a) shall be deemed satisfied by a stockholder as to any proposal (other than nominations) if the stockholder has notified the Corporation of such stockholder’s intention to present such proposal at an annual meeting in compliance with Rule 14a-8 (or any successor thereof) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and such stockholder has complied with the requirements of such Rule for inclusion of such proposal in a proxy statement prepared by the Corporation to solicit proxies for such annual meeting. No business shall be conducted at the annual meeting of stockholders except business brought before the annual meeting in accordance with the procedures set forth in this Section 2.7(a). If the Board or the chairman of the annual meeting determines that any stockholder proposal was not made in accordance with the provisions of this Section 2.7(a) or that the information provided in a stockholder’s notice does not satisfy the information requirements of this Section 2.7(a), such proposal shall not be presented for action at the annual meeting. Notwithstanding the foregoing provisions of this Section 2.7(a), if the stockholder (or a qualified representative of the stockholder) does not appear at the annual meeting of stockholders of the Corporation to present the proposed business, such proposed business shall not be transacted, notwithstanding that proxies in respect of such matter may have been received by the Corporation.

(iv) In addition to the provisions of this Section 2.7(a), a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth herein. Nothing in this Section 2.7(a) shall be deemed to affect any rights of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act.

Ex A-2-4

(b) Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of persons for election to the Board may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation’s notice of meeting only pursuant to Section 3.2.

(c) Public Announcement. For purposes of these Bylaws, “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Sections 13, 14 or 15(d) of the Exchange Act (or any successor thereto).

Section 2.8 Conduct of Meetings. The chairman of each annual and special meeting of stockholders shall be the Chairman of the Board or, in the absence (or inability or refusal to act) of the Chairman of the Board, the Chief Executive Officer (if he or she shall be a director) or, in the absence (or inability or refusal to act) of the Chief Executive Officer or if the Chief Executive Officer is not a director, the President (if he or she shall be a director) or, in the absence (or inability or refusal to act) of the President or if the President is not a director, such other person as shall be appointed by the Board. The Board may adopt such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with these Bylaws or such rules and regulations as adopted by the Board, the chairman of any meeting of stockholders shall have the right and authority to convene and (for any or no reason) to recess and/or adjourn the meeting, to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board or prescribed by the chairman of the meeting, may include, without limitation, the following: (a) the establishment of an agenda or order of business for the meeting; (b) rules and procedures for maintaining order at the meeting and the safety of those present; (c) limitations on attendance at or participation in the meeting to stockholders of record of the Corporation, their duly authorized and constituted proxies or such other persons as the chairman of the meeting shall determine; (d) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (e) limitations on the time allotted to questions or comments by participants. Unless and to the extent determined by the Board or the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure. The secretary of each annual and special meeting of stockholders shall be the Secretary or, in the absence (or inability or refusal to act) of the Secretary, an Assistant Secretary so appointed to act by the chairman of the meeting. In the absence (or inability or refusal to act) of the Secretary and all Assistant Secretaries, the chairman of the meeting may appoint any person to act as secretary of the meeting.

Section 2.9 Consents in Lieu of Meeting. Except as may be otherwise provided for or fixed pursuant to the Certificate of Incorporation relating to the rights of the holders of any outstanding series of Preferred Stock, any action required or permitted to be taken by the stockholders of the Corporation must be effected by a duly called annual or special meeting of such stockholders and may not be effected by written consent of the stockholders of the Corporation.

Article III
DIRECTORS

Section 3.1 Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these Bylaws required to be exercised or done by the stockholders. Directors need not be stockholders or residents of the State of Delaware.

Section 3.2 Advance Notice for Nomination of Directors.

(a) Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Corporation, except as may be otherwise provided by the terms of one or more series of Preferred Stock with respect to the rights of holders of one or more series of Preferred Stock to elect directors or as contemplated by and pursuant to the terms of the Shareholders’ Agreement, dated as of [●], 2019, by and among the Corporation, Boxwood Merger Sponsor LLC, [Bernhard Capital Partners Management LP] and other parties thereto (as it may be amended and/or restated from time to time, the “Shareholders’ Agreement”). Nominations of persons for election to the Board at any annual meeting of stockholders, or at any special meeting of stockholders called for the purpose of electing directors as set forth in the Corporation’s notice of such special meeting, may be made (i) by or at the direction of the Board or a duly authorized committee thereof or (ii) by any stockholder of the Corporation (x) who is a stockholder of record on the date of the giving of the notice provided for in this Section 3.2 and on the record date for the determination of stockholders entitled to vote at such meeting and (y) who complies with the notice procedures set forth in this Section 3.2.

Ex A-2-5

(b) In addition to any other applicable requirements, for a nomination to be made by a stockholder, such stockholder must have given timely notice thereof in proper written form to the Secretary of the Corporation. To be timely, a stockholder’s notice to the Secretary must be delivered to the Secretary at the principal executive offices of the Corporation (i) in the case of an annual meeting, not later than the close of business on the 90th day nor earlier than the close of business on the 120th day before the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting is more than 30 days before or more than 70 days after such anniversary date, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the 120th day before the meeting and not later than the later of (x) the close of business on the 90th day before the meeting or (y) the close of business on the 10th day following the day on which public announcement of the date of the annual meeting was first made by the Corporation; and (ii) in the case of a special meeting of stockholders called for the purpose of electing directors, not later than the close of business on the 10th day following the day on which public announcement of the date of the special meeting is first made by the Corporation. In no event shall the public announcement of an adjournment or postponement of an annual meeting or special meeting commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described in this Section 3.2.

(c) Notwithstanding anything in Section 3.2(b) to the contrary, in the event that the number of directors to be elected to the Board at an annual meeting is greater than the number of directors whose terms expire on the date of the annual meeting and there is no public announcement by the Corporation naming all of the nominees for the additional directors to be elected or specifying the size of the increased Board before the close of business on the 100th day prior to the anniversary date of the immediately preceding annual meeting of stockholders, a stockholder’s notice required by this Section 3.2 shall also be considered timely, but only with respect to nominees for the additional directorships created by such increase that are to be filled by election at such annual meeting, if it shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the 10th day following the date on which such public announcement was first made by the Corporation.

(d) To be in proper written form, a stockholder’s notice to the Secretary must set forth (i) as to each person whom the stockholder proposes to nominate for election as a director (A) the name, age, business address and residence address of the person, (B) the principal occupation or employment of the person, (C) the class or series and number of shares of capital stock of the Corporation, if any, that are owned beneficially or of record by the person, (D) a written questionnaire with respect to the background and qualification of such proposed nominee (which questionnaire shall be provided by the Secretary of the Corporation upon written request) and a written statement and agreement executed by each such nominee acknowledging, among other things, that such person consents to being named in the Corporation’s proxy statement as a nominee and to serving as a director if elected and intends to serve as a director for the full term for which such person is standing for election, and (E) any other information relating to the person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder, without regard to the application of the Exchange Act to either the nomination or the Corporation; and (ii) as to the stockholder giving the notice (A) the name and record address of such stockholder as they appear on the Corporation’s books and the name and address of the beneficial owner, if any, on whose behalf the nomination is made, (B) the class or series and number of shares of capital stock of the Corporation that are owned beneficially and of record by such stockholder and the beneficial owner, if any, on whose behalf the nomination is made, and a representation that the stockholder will notify the Corporation in writing of the class and number of such shares owned of record and beneficially as of the record date for the meeting within five business days after the record date for such meeting, (C) a description of all arrangements or understandings relating to the nomination to be made by such stockholder among such stockholder, the beneficial owner, if any, on whose behalf the nomination is made, each proposed nominee and any other person or persons (including their names), and any other person acting in concert with any of the foregoing, and a representation that the stockholder will notify the Corporation in writing of any such agreement, arrangement, or understanding in effect as of the record date for the meeting within five business days after the record date for such meeting, (D) a description of any agreement, arrangement, or understanding (including any derivative or short positions, profit interests, options, hedging transactions, and borrowed or loaned shares) that has been entered into as of the date of the stockholder’s notice by, or on behalf of, the stockholder or the beneficial owner, if any, on whose behalf the nomination is being made and any of their affiliates or associates, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of such person or any of their affiliates or associates with respect to shares of stock of the Corporation, and a representation that the stockholder will notify the Corporation in writing of any such agreement, arrangement, or understanding in effect as of the record date for the meeting within five business days after the record date for such meeting, (E) a representation that such stockholder (or a qualified representative of such stockholder) intends to appear in person or by proxy at the meeting to nominate the persons named in its notice, (F) a representation whether the stockholder intends to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to approve the nomination and/or otherwise to solicit proxies from stockholders in support of the nomination, and (G) any other information relating to such stockholder and the beneficial owner, if any, on whose behalf the nomination is made that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder. The Corporation may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as an independent director of the Corporation or that could be material to a reasonable stockholder’s understanding of the independent, or lack thereof, of such nominee.

Ex A-2-6

(e) If the Board or the chairman of the meeting of stockholders determines that any nomination was not made in accordance with the provisions of this Section 3.2 or that the information provided in a stockholder’s notice does not satisfy the information requirements of this Section 3.2, then such nomination shall not be considered at the meeting in question. Notwithstanding the foregoing provisions of this Section 3.2, if the stockholder does not provide the information required under this Section 3.2 to the Corporation, including the updated information required by Section 3.2(d)(ii)(B), Section 3.2(d)(ii)(C), and Section 3.2(d)(ii)(D) within five business days after the record date for such meeting, or if the stockholder (or a qualified representative of the stockholder) does not appear at the meeting of stockholders of the Corporation to present the nomination, such nomination shall be disregarded, notwithstanding that proxies in respect of such nomination may have been received by the Corporation.

(f) In addition to the provisions of this Section 3.2, a stockholder shall also comply with all of the applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth herein. Nothing in this Section 3.2 shall be deemed to affect any rights of the holders of Preferred Stock to elect directors pursuant to the Certificate of Incorporation.

Section 3.3 Compensation. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, the Board shall have the authority to fix the compensation of directors, including for service on a committee of the Board. The directors may be reimbursed their expenses, if any, of attendance at each meeting of the Board. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of committees of the Board may be allowed like reimbursement of expenses for service on the committee.

Article IV
BOARD MEETINGS

Section 4.1 Annual Meetings. The Board shall meet as soon as practicable after the adjournment of each annual stockholders meeting at the place of the annual stockholders meeting unless the Board shall fix another time and place and give notice thereof in the manner required herein for special meetings of the Board. No notice to the directors shall be necessary to legally convene this meeting, except as provided in this Section 4.1.

Ex A-2-7

Section 4.2 Regular Meetings. Regularly scheduled, periodic meetings of the Board may be held without notice at such times, dates and places (within or without the State of Delaware) as shall from time to time be determined by the Board.

Section 4.3 Special Meetings. Special meetings of the Board (a) may be called by the Chairman of the Board or President and (b) shall be called by the Chairman of the Board, President or Secretary on the written request of at least a majority of directors then in office, or the sole director, as the case may be, and shall be held at such time, date and place (within or without the State of Delaware) as may be determined by the person calling the meeting or, if called upon the request of directors or the sole director, as specified in such written request. Notice of each special meeting of the Board shall be given, as provided in Section 9.3, to each director (i) at least 24 hours before the meeting if such notice is oral notice given personally or by telephone or written notice given by hand delivery or by means of a form of electronic transmission and delivery; (ii) at least two days before the meeting if such notice is sent by a nationally recognized overnight delivery service; and (iii) at least five days before the meeting if such notice is sent through the United States mail. If the Secretary shall fail or refuse to give such notice, then the notice may be given by the officer who called the meeting or the directors who requested the meeting. Any and all business that may be transacted at a regular meeting of the Board may be transacted at a special meeting. Except as may be otherwise expressly provided by applicable law, the Certificate of Incorporation, or these Bylaws, neither the business to be transacted at, nor the purpose of, any special meeting need be specified in the notice or waiver of notice of such meeting.

Section 4.4 Quorum; Required Vote. A majority of the Board shall constitute a quorum for the transaction of business at any meeting of the Board, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board, except as may be otherwise specifically provided by applicable law, the Certificate of Incorporation or these Bylaws. If a quorum shall not be present at any meeting, a majority of the directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.

Section 4.5 Consent In Lieu of Meeting. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board or any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission. After an action is taken, the consent or consents relating thereto shall be filed with the minutes of proceedings of the Board or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Section 4.6 Organization. The chairman of each meeting of the Board shall be the Chairman of the Board or, in the absence (or inability or refusal to act) of the Chairman of the Board, the Chief Executive Officer (if he or she shall be a director) or, in the absence (or inability or refusal to act) of the Chief Executive Officer or if the Chief Executive Officer is not a director, the President (if he or she shall be a director) or in the absence (or inability or refusal to act) of the President or if the President is not a director, a chairman elected from the directors present. The Secretary shall act as secretary of all meetings of the Board. In the absence (or inability or refusal to act) of the Secretary, an Assistant Secretary shall perform the duties of the Secretary at such meeting. In the absence (or inability or refusal to act) of the Secretary and all Assistant Secretaries, the chairman of the meeting may appoint any person to act as secretary of the meeting.

Article V
COMMITTEES OF DIRECTORS

Section 5.1 Establishment. Subject to the terms of the Shareholders’ Agreement, the Board may by resolution of the Board designate one or more committees, each committee to consist of one or more of the directors of the Corporation. Each committee shall keep regular minutes of its meetings and report the same to the Board when required by the resolution designating such committee. Subject to the terms of the Shareholders’ Agreement, the Board shall have the power at any time to fill vacancies in, to change the membership of, or to dissolve any such committee.

Ex A-2-8

Section 5.2 Available Powers. Any committee established pursuant to Section 5.1 hereof, to the extent permitted by applicable law and by resolution of the Board, shall have and may exercise all of the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers that may require it.

Section 5.3 Alternate Members. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of such committee. In the absence or disqualification of a member of the committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in place of any such absent or disqualified member.

Section 5.4 Procedures. Unless the Board otherwise provides, the time, date, place, if any, and notice of meetings of a committee shall be determined by such committee. At meetings of a committee, a majority of the number of members of the committee (but not including any alternate member, unless such alternate member has replaced any absent or disqualified member at the time of, or in connection with, such meeting) shall constitute a quorum for the transaction of business. The act of a majority of the members present at any meeting at which a quorum is present shall be the act of the committee, except as otherwise specifically provided by applicable law, the Certificate of Incorporation, these Bylaws or the Board. If a quorum is not present at a meeting of a committee, the members present may adjourn the meeting from time to time, without notice other than an announcement at the meeting, until a quorum is present. Unless the Board otherwise provides and except as provided in these Bylaws, each committee designated by the Board may make, alter, amend and repeal rules for the conduct of its business. In the absence of such rules each committee shall conduct its business in the same manner as the Board is authorized to conduct its business pursuant to Article IV of these Bylaws.

Article VI
OFFICERS

Section 6.1 Officers. The officers of the Corporation elected by the Board shall be a Chairman of the Board, a Chief Executive Officer, a President, a Chief Financial Officer, a Treasurer, a Secretary and such other officers (including without limitation, Vice Presidents and Assistant Secretaries) as the Board from time to time may determine. Officers elected by the Board shall each have such powers and duties as generally pertain to their respective offices, subject to the specific provisions of this Article VI. Such officers shall also have such powers and duties as from time to time may be conferred by the Board. The Chief Executive Officer or President may also appoint such other officers (including without limitation one or more Vice Presidents and Controllers) as may be necessary or desirable for the conduct of the business of the Corporation. Such other officers shall have such powers and duties and shall hold their offices for such terms as may be provided in these Bylaws or as may be prescribed by the Board or, if such officer has been appointed by the Chief Executive Officer or President, as may be prescribed by the appointing officer.

(a) Chairman of the Board. The Chairman of the Board shall preside when present at all meetings of the stockholders and the Board. The Chairman of the Board shall have general supervision and control of the acquisition activities of the Corporation subject to the ultimate authority of the Board, and shall be responsible for the execution of the policies of the Board with respect to such matters. In the absence (or inability or refusal to act) of the Chairman of the Board, the Chief Executive Officer (if he or she shall be a director) shall preside when present at all meetings of the stockholders and the Board. The powers and duties of the Chairman of the Board shall not include supervision or control of the preparation of the financial statements of the Corporation (other than through participation as a member of the Board). The position of Chairman of the Board and Chief Executive Officer may be held by the same person.

(b) Chief Executive Officer. The Chief Executive Officer shall be the chief executive officer of the Corporation, shall have general supervision of the affairs of the Corporation and general control of all of its business subject to the ultimate authority of the Board, and shall be responsible for the execution of the policies of the Board with respect to such matters, except to the extent any such powers and duties have been prescribed to the Chairman of the Board pursuant to Section 6.1(a) above. In the absence (or inability or refusal to act) of the Chairman of the Board, the Chief Executive Officer (if he or she shall be a director) shall preside when present at all meetings of the stockholders and the Board. The position of Chief Executive Officer and President may be held by the same person.

Ex A-2-9

(c) President. The President shall make recommendations to the Chief Executive Officer on all operational matters that would normally be reserved for the final executive responsibility of the Chief Executive Officer. In the absence (or inability or refusal to act) of the Chairman of the Board and Chief Executive Officer, the President (if he or she shall be a director) shall preside when present at all meetings of the stockholders and the Board. The President shall also perform such duties and have such powers as shall be designated by the Board. The position of President and Chief Executive Officer may be held by the same person.

(d) Vice Presidents. In the absence (or inability or refusal to act) of the President, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated by the Board) shall perform the duties and have the powers of the President. Any one or more of the Vice Presidents may be given an additional designation of rank or function.

(e) Chief Financial Officer. The Chief Financial Officer shall perform all duties commonly incident to that office (including, without limitation, the care and custody of the funds and securities of the Corporation, which from time to time may come into the Chief Financial Officer’s hands and the deposit of the funds of the Corporation in such banks or trust companies as the Board, the Chief Executive Officer or the President may authorize).

(f) Treasurer. The Treasurer shall have the custody of the corporate funds and securities, except as otherwise provided by the Board, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the president and the directors, at the regular meetings of the Board, or whenever they may require it, an account of all his or her transactions as Treasurer and of the financial condition of the Corporation.

(g) Secretary.

(i) The Secretary shall attend all meetings of the stockholders, the Board and (as required) committees of the Board and shall record the proceedings of such meetings in books to be kept for that purpose. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board and shall perform such other duties as may be prescribed by the Board, the Chairman of the Board, Chief Executive Officer or President. The Secretary shall have custody of the corporate seal of the Corporation and the Secretary, or any Assistant Secretary, shall have authority to affix the same to any instrument requiring it, and when so affixed, it may be attested by his or her signature or by the signature of such Assistant Secretary. The Board may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing thereof by his or her signature.

(ii) The Secretary shall keep, or cause to be kept, at the principal executive office of the Corporation or at the office of the Corporation’s transfer agent or registrar, if one has been appointed, a stock ledger, or duplicate stock ledger, showing the names of the stockholders and their addresses, the number and classes of shares held by each and, with respect to certificated shares, the number and date of certificates issued for the same and the number and date of certificates cancelled.

(h) Assistant Secretaries. The Assistant Secretary or, if there be more than one, the Assistant Secretaries in the order determined by the Board shall, in the absence (or inability or refusal to act) of the Secretary, perform the duties and have the powers of the Secretary.

Section 6.2 Term of Office; Removal; Vacancies. The elected officers of the Corporation shall hold office until their successors are duly elected and qualified or until their earlier death, resignation, retirement, disqualification, or removal from office. Any officer may be removed, with or without cause, at any time by the Board. Any officer appointed by the Chief Executive Officer or President may also be removed, with or without cause, by the Chief Executive Officer or President, as the case may be, unless the Board otherwise provides. Any vacancy occurring in any elected office of the Corporation may be filled by the Board. Any vacancy occurring in any office appointed by the Chief Executive Officer or President may be filled by the Chief Executive Officer, or President, as the case may be, unless the Board then determines that such office shall thereupon be elected by the Board, in which case the Board shall elect such officer.

Ex A-2-10

Section 6.3 Multiple Officeholders; Stockholder and Director Officers. Any number of offices may be held by the same person unless the Certificate of Incorporation or these Bylaws otherwise provide. Officers need not be stockholders or residents of the State of Delaware.

Article VII
SHARES

Section 7.1 Certificated and Uncertificated Shares. The shares of the Corporation may be certificated or uncertificated, subject to the sole discretion of the Board and the requirements of the DGCL.

Section 7.2 Multiple Classes of Stock. If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, the Corporation shall (a) cause the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights to be set forth in full or summarized on the face or back of any certificate that the Corporation issues to represent shares of such class or series of stock or (b) in the case of uncertificated shares, within a reasonable time after the issuance or transfer of such shares, send to the registered owner thereof a written notice containing the information required to be set forth on certificates as specified in clause (a) above; provided, however, that, except as otherwise provided by applicable law, in lieu of the foregoing requirements, there may be set forth on the face or back of such certificate or, in the case of uncertificated shares, on such written notice a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences or rights.

Section 7.3 Signatures. Each certificate representing capital stock of the Corporation shall be signed by or in the name of the Corporation by any two authorized officer of the Corporation, which authorized officers shall include, without limitation, (a) the Chairman of the Board, the Chief Executive Officer, the President, any or a Vice President, and (b) the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Secretary and any or an Assistant Secretary of the Corporation. Any or all the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, such certificate may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar on the date of issue.

Section 7.4 Consideration and Payment for Shares.

(a) Subject to applicable law and the Certificate of Incorporation, shares of stock may be issued for such consideration, having in the case of shares with par value a value not less than the par value thereof, and to such persons, as determined from time to time by the Board. The consideration may consist of cash, tangible or intangible property or any benefit to the Corporation or any combination thereof.

(b) Subject to applicable law and the Certificate of Incorporation, shares may not be issued until the full amount of the consideration has been paid, unless upon the face or back of each certificate issued to represent any partly paid shares of capital stock or upon the books and records of the Corporation in the case of partly paid uncertificated shares, there shall have been set forth the total amount of the consideration to be paid therefor and the amount paid thereon up to and including the time said certificate representing certificated shares or said uncertificated shares are issued.

Ex A-2-11

Section 7.5 Lost, Destroyed or Wrongfully Taken Certificates.

(a) If an owner of a certificate representing shares claims that such certificate has been lost, destroyed or wrongfully taken, the Corporation shall issue a new certificate representing such shares or such shares in uncertificated form if the owner: (i) requests such a new certificate before the Corporation has notice that the certificate representing such shares has been acquired by a protected purchaser; (ii) if requested by the Corporation, delivers to the Corporation a bond sufficient to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, wrongful taking or destruction of such certificate or the issuance of such new certificate or uncertificated shares; and (iii) satisfies other reasonable requirements imposed by the Corporation.

(b) If a certificate representing shares has been lost, apparently destroyed or wrongfully taken, and the owner fails to notify the Corporation of that fact within a reasonable time after the owner has notice of such loss, apparent destruction or wrongful taking and the Corporation registers a transfer of such shares before receiving notification, the owner shall, to the fullest extent permitted by law, be precluded from asserting against the Corporation any claim for registering such transfer or a claim to a new certificate representing such shares or such shares in uncertificated form.

Section 7.6 Transfer of Stock.

(a) If a certificate representing shares of the Corporation is presented to the Corporation with an endorsement requesting the registration of transfer of such shares or an instruction is presented to the Corporation requesting the registration of transfer of uncertificated shares, the Corporation shall register the transfer as requested if:

(i) In the case of certificated shares, the certificate representing such shares has been surrendered;

(ii) (A) with respect to certificated shares, the endorsement is made by the person specified by the certificate as entitled to such shares; (B) with respect to uncertificated shares, an instruction is made by the registered owner of such uncertificated shares; or (C) with respect to certificated shares or uncertificated shares, the endorsement or instruction is made by any other appropriate person or by an agent who has actual authority to act on behalf of the appropriate person;

(iii) the Corporation has received a guarantee of signature of the person signing such endorsement or instruction or such other reasonable assurance that the endorsement or instruction is genuine and authorized as the Corporation may request;

(iv) the transfer does not violate any restriction on transfer imposed by the Corporation that is enforceable in accordance with Section 7.8(a); and

(v) such other conditions for such transfer as shall be provided for under applicable law have been satisfied.

(b) Whenever any transfer of shares shall be made for collateral security and not absolutely, the Corporation shall so record such fact in the entry of transfer if, when the certificate for such shares is presented to the Corporation for transfer or, if such shares are uncertificated, when the instruction for registration of transfer thereof is presented to the Corporation, both the transferor and transferee request the Corporation to do so.

Ex A-2-12

Section 7.7 Registered Stockholders. Before due presentment for registration of transfer of a certificate representing shares of the Corporation or of an instruction requesting registration of transfer of uncertificated shares, the Corporation may treat the registered owner as the person exclusively entitled to inspect for any proper purpose the stock ledger and the other books and records of the Corporation, vote such shares, receive dividends or notifications with respect to such shares and otherwise exercise all the rights and powers of the owner of such shares, except that a person who is the beneficial owner of such shares (if held in a voting trust or by a nominee on behalf of such person) may, upon providing documentary evidence of beneficial ownership of such shares and satisfying such other conditions as are provided under applicable law, may also so inspect the books and records of the Corporation.

Section 7.8 Effect of the Corporation’s Restriction on Transfer.

(a) A written restriction on the transfer or registration of transfer of shares of the Corporation or on the amount of shares of the Corporation that may be owned by any person or group of persons, if permitted by the DGCL and noted conspicuously on the certificate representing such shares or, in the case of uncertificated shares, contained in a notice sent pursuant to Section 7.2, may be enforced against the holder of such shares or any successor or transferee of the holder including an executor, administrator, trustee, guardian or other fiduciary entrusted with like responsibility for the person or estate of the holder.

(b) A restriction imposed by the Corporation on the transfer or the registration of shares of the Corporation or on the amount of shares of the Corporation that may be owned by any person or group of persons, even if otherwise lawful, is ineffective against a person without actual knowledge of such restriction unless: (i) the shares are certificated and such restriction is noted conspicuously on the certificate; or (ii) the shares are uncertificated and such restriction was contained in a notice sent pursuant to Section 7.2.

Section 7.9 Regulations. The Board shall have power and authority to make such additional rules and regulations, subject to any applicable requirement of law, as the Board may deem necessary and appropriate with respect to the issue, transfer or registration of transfer of shares of stock or certificates representing shares. The Board may appoint one or more transfer agents or registrars and may require for the validity thereof that certificates representing shares bear the signature of any transfer agent or registrar so appointed.

Article VIII
INDEMNIFICATION

Section 8.1 Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is otherwise subject to or involved in any claim, demand, action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he or she is or was a director or an officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another company or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified by the Corporation to the fullest extent permitted or required by the DGCL and any other applicable law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewith (“Indemnifiable Losses”); provided, however, that, except as provided in Section 8.4 of this Article VIII with respect to Proceedings to enforce rights to indemnification, the Corporation shall indemnify any such Indemnitee pursuant to this Section 8.1 in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Board.

Section 8.2 Right to Advancement of Expenses. The right to indemnification conferred in Section 8.1 of this Article VIII shall include the right to advancement by the Corporation of any and all expenses (including, without limitation, attorneys’ fees and expenses) incurred in defending any such Proceeding in advance of its final disposition (an “Advancement of Expenses”); provided, however, that, if the DGCL so requires, an Advancement of Expenses incurred by an Indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such Indemnitee, including without limitation service to an employee benefit plan) shall be made pursuant to this Section 8.2 only upon delivery to the Corporation of an undertaking (an “Undertaking”), by or on behalf of such Indemnitee, to repay, without interest, all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (a “Final Adjudication”) that such Indemnitee is not entitled to be indemnified for such expenses under this Section 8.2. An Indemnitee’s right to an Advancement of Expenses pursuant to this Section 8.2 is not subject to the satisfaction of any standard of conduct and is not conditioned upon any prior determination that Indemnitee is entitled to indemnification under Section 8.1 of this Article VIII with respect to the related Proceeding or the absence of any prior determination to the contrary.

Ex A-2-13

Section 8.3 Contract Rights. The rights to indemnification and to the Advancement of Expenses conferred in Sections 8.1 and 8.2 of this Article VIII shall be contract rights and such rights shall continue as to an Indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the Indemnitee’s heirs, executors and administrators

Section 8.4 Right of Indemnitee to Bring Suit. If a claim under Section 8.1 or 8.2 of this Article VIII is not paid in full by the Corporation within 60 calendar days after a written claim has been received by the Corporation, except in the case of a claim for an Advancement of Expenses, in which case the applicable period shall be 20 calendar days, the Indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Indemnitee shall be entitled to the fullest extent permitted or required by the DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader reimbursements of prosecution or defense expenses than such law permitted the Corporation to provide prior to such amendment), to be paid also the expense of prosecuting or defending such suit. In (i) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an Advancement of Expenses) it shall be a defense that, and (ii) any suit brought by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Corporation shall be entitled to recover such expenses, without interest, upon a Final Adjudication that, the Indemnitee has not met any applicable standard for indemnification set forth in the DGCL. Neither the failure of the Corporation (including its Board of Directors or a committee thereof, its stockholders or independent legal counsel) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including its Board or a committee thereof, its stockholders or independent legal counsel) that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to such suit. In any suit brought by an Indemnitee to enforce a right to indemnification or to an Advancement of Expenses hereunder, or brought by the Corporation to recover an Advancement of Expenses hereunder pursuant to the terms of an Undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified, or to such Advancement of Expenses, shall be on the Corporation.

Section 8.5 Non-Exclusivity of Rights. The rights to indemnification and to the Advancement of Expenses conferred in this Article VIII shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, the Certificate of Incorporation, these Bylaws, any agreement, any vote of stockholders or disinterested directors or otherwise. Nothing contained in this Article VIII shall limit or otherwise affect any such other right or the Corporation’s power to confer any such other right

Section 8.6 Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the DGCL.

Section 8.7 No Duplication of Payments. The Corporation shall not be liable under this Article VIII to make any payment to an Indemnitee in respect of any Indemnifiable Losses to the extent that the Indemnitee has otherwise actually received payment (net of any expenses incurred in connection therewith and any repayment by the Indemnitee made with respect thereto) under any insurance policy or from any other source in respect of such Indemnifiable Losses.

Ex A-2-14

Section 8.8 Amendments. Any repeal or amendment of this Article VIII by the Board or the stockholders of the Corporation or by changes in applicable law, or the adoption of any other provision of these Bylaws inconsistent with this Article VIII, will, to the extent permitted by applicable law, be prospective only (except to the extent such amendment or change in applicable law permits the Corporation to provide broader indemnification rights to Indemnitees on a retroactive basis than permitted prior thereto), and will not in any way diminish or adversely affect any right or protection existing hereunder in respect of any act or omission occurring prior to such repeal or amendment or adoption of such inconsistent provision; provided however, that amendments or repeals of this Article VIII by the stockholders shall require the affirmative vote of the stockholders holding at least 66²⁄₃% of the voting power of all outstanding shares of capital stock of the Corporation.

Section 8.9 Severability. If any provision or provisions of this Article VIII shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Article VIII shall not in any way be affected or impaired thereby; and (b) to the fullest extent possible, the provisions of this Article VIII (including, without limitation, each such portion of this Article VIII containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

Article IX
MISCELLANEOUS

Section 9.1 Place of Meetings. If the place of any meeting of stockholders, the Board or committee of the Board for which notice is required under these Bylaws is not designated in the notice of such meeting, such meeting shall be held at the principal business office of the Corporation; provided, however, if the Board has, in its sole discretion, determined that a meeting shall not be held at any place, but instead shall be held by means of remote communication pursuant to Section 9.5 hereof, then such meeting shall not be held at any place.

Section 9.2 Fixing Record Dates.

(a) In order that the Corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment thereof, the Board may fix a record date, which shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall not be more than 60 nor less than 10 days before the date of such meeting. If the Board so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed by the Board, the record date for determining stockholders entitled to notice of and to vote at a meeting of stockholders shall be at the close of business on the business day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance with the foregoing provisions of this Section 9.2(a) at the adjourned meeting.

(b) In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.

Ex A-2-15

(c) Unless otherwise restricted by the Certificate of Incorporation, in order that the Corporation may determine the stockholders entitled to express consent to corporate action in writing without a meeting, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board. If no record date for determining stockholders entitled to express consent to corporate action in writing without a meeting is fixed by the Board, (i) when no prior action of the Board is required by law, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation in accordance with applicable law, and (ii) if prior action by the Board is required by law, the record date for such purpose shall be at the close of business on the day on which the Board adopts the resolution taking such prior action.

Section 9.3 Means of Giving Notice.

(a) Notice to Directors. Whenever under applicable law, the Certificate of Incorporation or these Bylaws notice is required to be given to any director, such notice shall be given either (i) in writing and sent by mail, or by a nationally recognized delivery service, (ii) by means of facsimile telecommunication or other form of electronic transmission, or (iii) by oral notice given personally or by telephone. A notice to a director will be deemed given as follows: (i) if given by hand delivery, orally, or by telephone, when actually received by the director, (ii) if sent through the United States mail, when deposited in the United States mail, with postage and fees thereon prepaid, addressed to the director at the director’s address appearing on the records of the Corporation, (iii) if sent for next day delivery by a nationally recognized overnight delivery service, when deposited with such service, with fees thereon prepaid, addressed to the director at the director’s address appearing on the records of the Corporation, (iv) if sent by facsimile telecommunication, when sent to the facsimile transmission number for such director appearing on the records of the Corporation, (v) if sent by electronic mail, when sent to the electronic mail address for such director appearing on the records of the Corporation, or (vi) if sent by any other form of electronic transmission, when sent to the address, location or number (as applicable) for such director appearing on the records of the Corporation.

(b) Electronic Transmission. “Electronic transmission” means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.

(c) Notice to Stockholders Sharing Same Address. Without limiting the manner by which notice otherwise may be given effectively by the Corporation to stockholders, any notice to stockholders given by the Corporation under any provision of the DGCL, the Certificate of Incorporation or these Bylaws shall be effective if given by a single written notice to stockholders who share an address if consented to by the stockholders at that address to whom such notice is given. A stockholder may revoke such stockholder’s consent by delivering written notice of such revocation to the Corporation. Any stockholder who fails to object in writing to the Corporation within 60 days of having been given written notice by the Corporation of its intention to send such a single written notice shall be deemed to have consented to receiving such single written notice.

(d) Exceptions to Notice Requirements. Whenever notice is required to be given, under the DGCL, the Certificate of Incorporation or these Bylaws, to any person with whom communication is unlawful, the giving of such notice to such person shall not be required and there shall be no duty to apply to any governmental authority or agency for a license or permit to give such notice to such person. Any action or meeting that shall be taken or held without notice to any such person with whom communication is unlawful shall have the same force and effect as if such notice had been duly given. In the event that the action taken by the Corporation is such as to require the filing of a certificate with the Secretary of State of Delaware, the certificate shall state, if such is the fact and if notice is required, that notice was given to all persons entitled to receive notice except such persons with whom communication is unlawful.

Ex A-2-16

Whenever notice is required to be given by the Corporation, under any provision of the DGCL, the Certificate of Incorporation or these Bylaws, to any stockholder to whom (1) notice of two consecutive annual meetings of stockholders and all notices of stockholder meetings or of the taking of action by written consent of stockholders without a meeting to such stockholder during the period between such two consecutive annual meetings, or (2) all, and at least two payments (if sent by first-class mail) of dividends or interest on securities during a 12-month period, have been mailed addressed to such stockholder at such stockholder’s address as shown on the records of the Corporation and have been returned undeliverable, the giving of such notice to such stockholder shall not be required. Any action or meeting that shall be taken or held without notice to such stockholder shall have the same force and effect as if such notice had been duly given. If any such stockholder shall deliver to the Corporation a written notice setting forth such stockholder’s then current address, the requirement that notice be given to such stockholder shall be reinstated. In the event that the action taken by the Corporation is such as to require the filing of a certificate with the Secretary of State of Delaware, the certificate need not state that notice was not given to persons to whom notice was not required to be given pursuant to Section 230 (b) of the DGCL. The exception in subsection (1) of the first sentence of this paragraph to the requirement that notice be given shall not be applicable to any notice returned as undeliverable if the notice was given by electronic transmission.

Section 9.4 Waiver of Notice. Whenever any notice is required to be given under applicable law, the Certificate of Incorporation, or these Bylaws, a written waiver of such notice, signed by the person or persons entitled to said notice, or a waiver by electronic transmission by the person entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to such required notice. Attendance at a meeting shall constitute a waiver of notice of such meeting, except where a person attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business on the ground that the meeting was not lawfully called or convened.

Section 9.5 Meeting Attendance via Remote Communication Equipment.

(a) Stockholder Meetings. If authorized by the Board in its sole discretion, and subject to such guidelines and procedures as the Board may adopt, stockholders and proxy holders not physically present at a meeting of stockholders may, by means of remote communication:

(i) participate in a meeting of stockholders; and

(ii) be deemed present in person and vote at a meeting of stockholders, whether such meeting is to be held at a designated place or solely by means of remote communication, provided that (A) the Corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxy holder, (B) the Corporation shall implement reasonable measures to provide such stockholders and proxy holders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings, and (C) if any stockholder or proxy holder votes or takes other action at the meeting by means of remote communication, a record of such votes or other action shall be maintained by the Corporation.

(b) Board Meetings. Unless otherwise restricted by applicable law, the Certificate of Incorporation or these Bylaws, members of the Board or any committee thereof may participate in a meeting of the Board or any committee thereof by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other. Such participation in a meeting shall constitute presence in person at the meeting.

Section 9.6 Dividends. The Board may from time to time declare, and the Corporation may pay, dividends (payable in cash, property or shares of the Corporation’s capital stock) on the Corporation’s outstanding shares of capital stock, subject to applicable law and the Certificate of Incorporation.

Section 9.7 Reserves. The Board may set apart out of the funds of the Corporation available for dividends a reserve or reserves for any proper purpose and may abolish any such reserve.

Section 9.8 Contracts and Negotiable Instruments. Except as otherwise provided by applicable law, the Certificate of Incorporation or these Bylaws, any contract, bond, deed, lease, mortgage or other instrument may be executed and delivered in the name and on behalf of the Corporation by such officer or officers or other employee or employees of the Corporation as the Board may from time to time authorize. Such authority may be general or confined to specific instances as the Board may determine. The Chairman of the Board, the Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer or any Vice President may execute and deliver any contract, bond, deed, lease, mortgage or other instrument in the name and on behalf of the Corporation. Subject to any restrictions imposed by the Board, the Chairman of the Board Chief Executive Officer, President, the Chief Financial Officer, the Treasurer or any Vice President may delegate powers to execute and deliver any contract, bond, deed, lease, mortgage or other instrument in the name and on behalf of the Corporation to other officers or employees of the Corporation under such person’s supervision and authority, it being understood, however, that any such delegation of power shall not relieve such officer of responsibility with respect to the exercise of such delegated power.

Ex A-2-17

Section 9.9 Fiscal Year. The fiscal year of the Corporation shall be fixed by the Board.

Section 9.10 Seal. The Board may adopt a corporate seal, which shall be in such form as the Board determines. The seal may be used by causing it or a facsimile thereof to be impressed, affixed or otherwise reproduced.

Section 9.11 Books and Records. The books and records of the Corporation may be kept within or outside the State of Delaware at such place or places as may from time to time be designated by the Board.

Section 9.12 Resignation. Any director, committee member or officer may resign by giving notice thereof in writing or by electronic transmission to the Chairman of the Board, the Chief Executive Officer, the President or the Secretary. The resignation shall take effect at the time it is delivered unless the resignation specifies a later effective date or an effective date determined upon the happening of an event or events. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 9.13 Surety Bonds. Such officers, employees and agents of the Corporation (if any) as the Chairman of the Board, Chief Executive Officer, President or the Board may direct, from time to time, shall be bonded for the faithful performance of their duties and for the restoration to the Corporation, in case of their death, resignation, retirement, disqualification or removal from office, of all books, papers, vouchers, money and other property of whatever kind in their possession or under their control belonging to the Corporation, in such amounts and by such surety companies as the Chairman of the Board, Chief Executive Officer, President or the Board may determine. The premiums on such bonds shall be paid by the Corporation and the bonds so furnished shall be in the custody of the Secretary.

Section 9.14 Securities of Other Corporations. Powers of attorney, proxies, waivers of notice of meeting, consents in writing and other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the Chairman of the Board, Chief Executive Officer, President, or any officers authorized by the Board. Any such officer, may, in the name of and on behalf of the Corporation, take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of security holders of any corporation in which the Corporation may own securities, or to consent in writing, in the name of the Corporation as such holder, to any action by such corporation, and at any such meeting or with respect to any such consent shall possess and may exercise any and all rights and power incident to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed. The Board may from time to time confer like powers upon any other person or persons.

Section 9.15 Conflicts. So long as the Shareholders’ Agreement is in effect, it is intended that these Bylaws be interpreted in a manner consistent with the applicable provisions of the Shareholder’s Agreement, and that such provisions of the Shareholder’s Agreement be incorporated into these Bylaws and be a part hereof. In the event of any conflict between the terms of these Bylaws and those contained in the Shareholders’ Agreement, the terms and provisions of the Shareholders’ Agreement shall govern and control and these Bylaws shall be construed so as to give effect to such provisions.

Section 9.16 Amendments. Subject to the Certificate of Incorporation, the affirmative vote of a majority of the Board shall be required to adopt, amend, alter or repeal the Bylaws. The Bylaws also may be adopted, amended, altered or repealed by the stockholders; provided, however, that in addition to any vote of the holders of any class or series of capital stock of the Corporation required by applicable law or the Certificate of Incorporation, the affirmative vote of the holders of at least a majority of the voting (except as otherwise provided in Section 8.7) power of all outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required for the stockholders to adopt, amend, alter or repeal the Bylaws.

Ex A-2-18

EXHIBIT B

Company Bring Down Certificate

(see attached)

Exhibit B to Unit Purchase Agreement

Atlas Intermediate Holdings LLC

CLOSING Certificate

[●], 2019

This certificate is being delivered to Buyer pursuant to Section 2.6(b)(v)(A) of that certain Unit Purchase Agreement (the “Purchase Agreement”), dated as of [●], 2019, by and among (i) Boxwood Merger Corp., a Delaware corporation, (ii) Atlas TC Holdings LLC, a Delaware limited liability company, (iii) Atlas TC Buyer LLC, a Delaware limited liability company, (iv) Atlas Intermediate Holdings LLC, a Delaware limited liability company (the “Company”), and (v) Atlas Technical Consultants Holdings LP, a Delaware limited partnership (“Seller”). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Purchase Agreement.

The undersigned, being authorized to sign on behalf of the Company, hereby certifies, on behalf of the Company and not in his individual capacity, (1) that the conditions set forth in Section 2.6(b)(i) and Section 2.6(b)(ii) of the Purchase Agreement have been satisfied, (2) that the Governing Documents of the Company attached hereto as Exhibit A are in full force and effect, and (3) that the resolutions of the managing member of the Company and the general partner of Seller approving the Purchase Agreement and the other transactions contemplated thereby have been duly adopted.

* * * * *

Ex B-1

The undersigned has caused this Closing Certificate to be duly executed as of the date first above written.

THE COMPANY:

ATLAS INTERMEDIATE HOLDINGS LLC

By: Atlas Technical Consultants Holdings LP

Its:  Sole Member

By: Atlas Technical Consultants Holdings GP LLC

Its:  General Partner

By:

Name:

Title:

Signature Page to Company Bring Down Certificate

Ex B-2

EXHIBIT A

Governing documents

(see attached)

Exhibit A to Company Closing Certificate

Ex B-3

EXHIBIT C

ASSIGNMENT

For value received, Atlas Technical Consultants Holdings LP, a Delaware limited partnership (“Seller”) hereby sells, assigns and transfers unto Atlas TC Buyer LLC, a Delaware limited liability company, [●] Units of Atlas Intermediate Holdings LLC, a Delaware limited liability company (the “Company”), standing in Seller’s name on the books of the Company, and hereby irrevocably constitutes and appoints any officer of the Company as attorney to transfer such Units on the books of the Company with full power of substitution in the premises.

Dated:	[__________], 2019
		Atlas Technical Consultants Holdings LP By: Atlas Technical Consultants Holdings GP LLC Its: General Partner
		By:___________________________________________
		Name: Title:

Exhibit C to Unit Purchase Agreement

Ex C-1

EXHIBIT D

A&R LLC AGREEMENT

(see attached)

Exhibit D to Unit Purchase Agreement

Final Version

FORM OF AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

ATLAS TC HOLDINGS LLC

DATED AS OF [●], 2019

THE LIMITED LIABILITY COMPANY INTERESTS IN ATLAS TC HOLDINGS LLC HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES LAWS OF ANY STATE, OR ANY OTHER APPLICABLE SECURITIES LAWS, AND HAVE BEEN OR ARE BEING ISSUED IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. SUCH INTERESTS MUST BE ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH (I) THE SECURITIES ACT, ANY APPLICABLE SECURITIES LAWS OF ANY STATE AND ANY OTHER APPLICABLE SECURITIES LAWS; (II) THE TERMS AND CONDITIONS OF THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT; AND (III) ANY OTHER TERMS AND CONDITIONS AGREED TO IN WRITING BETWEEN THE MANAGING MEMBER AND THE APPLICABLE MEMBER. THE LIMITED LIABILITY COMPANY INTERESTS MAY NOT BE TRANSFERRED OF RECORD EXCEPT IN COMPLIANCE WITH SUCH LAWS, THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, AND ANY OTHER TERMS AND CONDITIONS AGREED TO IN WRITING BY THE MANAGING MEMBER AND THE APPLICABLE MEMBER. THEREFORE, PURCHASERS AND OTHER TRANSFEREES OF SUCH LIMITED LIABILITY COMPANY INTERESTS WILL BE REQUIRED TO BEAR THE RISK OF THEIR INVESTMENT OR ACQUISITION FOR AN INDEFINITE PERIOD OF TIME.

Table of Contents

		Page
Article I DEFINITIONS		2
Section 1.1	Definitions	2
Section 1.2	Interpretive Provisions	11
Article II ORGANIZATION OF THE LIMITED LIABILITY COMPANY		12
Section 2.1	Formation	12
Section 2.2	Filing	12
Section 2.3	Name	12
Section 2.4	Registered Office: Registered Agent	12
Section 2.5	Principal Place of Business	12
Section 2.6	Purpose: Powers	13
Section 2.7	Term	13
Section 2.8	Intent	13
Article III CLOSING TRANSACTIONS		13
Section 3.1	Purchase Agreement Transactions	13
Article IV OWNERSHIP AND CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS		13
Section 4.1	Authorized Units; General Provisions with Respect to Units	13
Section 4.2	Voting Rights	16
Section 4.3	Capital Contributions: Unit Ownership	16
Section 4.4	Capital Accounts	17
Section 4.5	Other Matters	17
Section 4.6	Redemption of Common Units	18
Section 4.7	Representations and Warranties of the Members	23
Article V ALLOCATIONS OF PROFITS AND LOSSES		24
Section 5.1	Profits and Losses	24
Section 5.2	Special Allocations	24
Section 5.3	Allocations for Tax Purposes in General	26
Section 5.4	Other Allocation Rules	27
Article VI DISTRIBUTIONS		28
Section 6.1	Distributions	28
Section 6.2	Tax-Related Distributions	29
Section 6.3	Distribution Upon Withdrawal	29
Article VII MANAGEMENT		29
Section 7.1	Managing Member Rights; Fiduciary Duties	29
Section 7.2	Officers	29
Section 7.3	Warranted Reliance by Officers on Others	30
Section 7.4	Indemnification.	31
Section 7.5	Maintenance of Insurance or Other Financial Arrangements	33
Section 7.6	Resignation or Termination of Managing Member	33

i 

Table of Contents (cont’d)

		Page
Section 7.7	No Inconsistent Obligations	33
Section 7.8	Reclassification Events of PubCo	34
Section 7.9	Certain Costs and Expenses	34
Article VIII ROLE OF MEMBERS		34
Section 8.1	Rights or Powers	34
Section 8.2	Voting	34
Section 8.3	Various Capacities	35
Section 8.4	Investment Opportunities.	35
Article IX TRANSFERS OF INTERESTS		36
Section 9.1	Restrictions on Transfer	36
Section 9.2	Notice of Transfer	37
Section 9.3	Transferee Members	37
Section 9.4	Legend	38
Article X ACCOUNTING		38
Section 10.1	Books of Account	38
Section 10.2	Tax Elections	39
Section 10.3	Tax Returns; Information	39
Section 10.4	Company Representative	39
Section 10.5	Withholding Tax Payments and Obligations	39
Article XI DISSOLUTION		40
Section 11.1	Liquidating Events	40
Section 11.2	Bankruptcy	41
Section 11.3	Procedure	41
Section 11.4	Rights of Members	42
Section 11.5	Notices of Dissolution	42
Section 11.6	Reasonable Time for Winding Up	42
Section 11.7	No Deficit Restoration	43
Article XII GENERAL		43
Section 12.1	Amendments; Waivers	43
Section 12.2	Further Assurances	43
Section 12.3	Successors and Assigns	44
Section 12.4	Entire Agreement	44
Section 12.5	Rights of Members Independent	44
Section 12.6	Governing Law	44
Section 12.7	Jurisdiction and Venue	44
Section 12.8	Headings	44
Section 12.9	Counterparts	45
Section 12.10	Notices	45
Section 12.11	Representation by Counsel; Interpretation	46
Section 12.12	Severability	46
Section 12.13	Expenses	46
Section 12.14	Waiver of Jury Trial	46
Section 12.15	No Third Party Beneficiaries	47
Section 12.16	No Recourse	47

ii 

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

ATLAS TC HOLDINGS LLC

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended, supplemented or restated from time to time, this “Agreement”) of Atlas TC Holdings LLC, a Delaware limited liability company (the “Company”), is entered into as of [●], 2019, by and among [Boxwood Merger Corp.], a Delaware corporation (“PubCo”), and each other Person who is or at any time becomes a Member (each, a “Party” and collectively, the “Parties”) in accordance with the terms of this Agreement and the Act. Capitalized terms used herein and not otherwise defined have the respective meanings set forth in Section 1.1.

RECITALS

WHEREAS, the Company was formed pursuant to a Certificate of Formation filed in the office of the Secretary of State of the State of Delaware on July 30, 2019, and was originally governed by the Limited Liability Company Agreement of the Company, dated as of July 30, 2019, 2019 (the “Existing LLC Agreement”);

WHEREAS, prior to giving effect to the transactions contemplated by the Purchase Agreement (as defined below), the Company was wholly owned by Pubco;

WHEREAS, on [●], 2019, the Company, PubCo and Atlas Technical Consultants Holdings LP, a Delaware limited partnership (“Atlas”) entered into that certain Unit Purchase Agreement (as amended, modified or supplemented from time to time, the “Purchase Agreement”), pursuant to which, among other things, Atlas transferred 100% of the Interests in Atlas Intermediate Holdings LLC to Atlas TC Buyer LLC, a wholly owned subsidiary of the Company (“Buyer”), in exchange for $[●], [●] shares of Class B Common Stock and [●] Common Units;

WHEREAS, as of the Effective Time, Atlas and PubCo are the sole Members of the Company;

WHEREAS, the Members desire to amend and restate the Existing LLC Agreement as of the Effective Date to reflect (a) the consummation of the transactions contemplated by the Purchase Agreement, (b) PubCo’s designation as the sole managing Member of the Company (in its capacity as managing Member as applicable, the “Managing Member”), and (c) the rights and obligations of the Members that are enumerated and agreed upon in the terms of this Agreement effective as of the Effective Time;

WHEREAS, each Common Unit (other than any Common Unit held by PubCo and its wholly owned Subsidiaries) may be redeemed, at the election of the holder of such Common Unit (together with the surrender and delivery by such holder of one share of Class B Common Stock), for one share of Class A Common Stock in accordance with the terms and conditions of this Agreement; and

Ex D-1

WHEREAS, this Agreement shall supersede the Existing LLC Agreement in its entirety as of the date hereof.

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties hereby agree as follows:

Article I
DEFINITIONS

Section 1.1 Definitions. As used in this Agreement and the Schedules and Exhibits attached to this Agreement, the following definitions shall apply:

“Act” means the Delaware Limited Liability Company Act, 6 Del. C. § 18-101, et seq., as amended from time to time (or any corresponding provisions of succeeding law).

“Action” means any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entity.

“Adjusted Basis” has the meaning given such term in Section 1011 of the Code.

“Adjusted Capital Account Deficit” means the deficit balance, if any, in such Member’s Capital Account at the end of any Fiscal Year or other taxable period, with the following adjustments:

(a) credit to such Capital Account any amount that such Member is obligated to restore under Treasury Regulations Section 1.704-1(b)(2)(ii)(c), as well as any addition thereto pursuant to the next to last sentences of Treasury Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5) after taking into account thereunder any changes during such year in Company Minimum Gain and Member Minimum Gain; and

(b) debit to such Capital Account the items described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6).

This definition of Adjusted Capital Account Deficit is intended to comply with the provisions of Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

“Affiliate” means, when used with respect to any Person, any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person in question. For purposes of this Agreement, (i) no Member shall be deemed to be an Affiliate of any other Member and (ii) no Member shall be deemed to be an Affiliate of the Company.

“Agreement” is defined in the preamble to this Agreement.

Ex D-2

“Atlas” is defined in the recitals to this Agreement.

“beneficially own” and “beneficial owner” shall be as defined in Rule 13d-3 of the rules promulgated under the Exchange Act.

“Bipartisan Budget Act” means Title XI of the Bipartisan Budget Act of 2015, as may be amended from time to time (or any corresponding provisions of succeeding law), and any related provisions of law, including court decisions, regulations and administrative guidance.

“Board” means the board of directors of PubCo.

“Business Day” means each day of the week except Saturdays, Sundays and days on which banking institutions are authorized by law to close in New York, New York or Houston, Texas.

“Business Opportunities Exempt Party” is defined in Section 8.4.

“Call Election Notice” is defined in Section 4.6(f).

“Call Right” has the meaning set forth in Section 4.6(f).

“Capital Account” means, with respect to any Member, the capital account maintained for such Member in accordance with Section 4.4.

“Capital Contribution” means, with respect to any Member, the amount of cash and the initial Gross Asset Value of any property (other than cash) contributed to the Company by such Member. Any reference to the Capital Contribution of a Member will include any Capital Contributions made by a predecessor holder of such Member’s Units to the extent that such Capital Contribution was made in respect of Units Transferred to such Member.

“Cash Election” is defined in Section 4.6(a)(iv) and shall also include PubCo’s election to purchase Common Units for cash pursuant to an exercise of its Call Right set forth in Section 4.6(f).

“Cash Election Notice” is defined in Section 4.6(a)(iv).

“Cash Election Amount” means with respect to a particular Redemption for which a Cash Election has been made, (i) if the Class A Common Stock trades on a National Securities Exchange or automated or electronic quotation system, an amount of cash equal to the product of (A) the number of shares of Class A Common Stock that would have been received in such Redemption if a Cash Election had not been made and (B) the average of the volume-weighted closing price for a share of Class A Common Stock on the principal U.S. securities exchange or automated or electronic quotation system, as applicable, on which the Class A Common Stock trades, as reported by Bloomberg, L.P. or its successor, for each of the ten consecutive full Trading Days ending on and including the last full Trading Day immediately prior to the Redemption Notice Date, subject to appropriate and equitable adjustment for any stock splits, reverse splits, stock dividends or similar events affecting the Class A Common Stock; and (ii) if the Class A Common Stock is not then traded on a U.S. securities exchange or automated or electronic quotation system, as applicable, an amount of cash equal to the product of (A) the number of shares of Class A Common Stock that would have been received in such Redemption if a Cash Election had not been made and (B) the Fair Market Value of one share of Class A Common Stock that would be obtained in an arms-length transaction between an informed and willing buyer and an informed and willing seller, neither of whom is under any compulsion to buy or sell, respectively, and without regard to the particular circumstances of the buyer or seller.

Ex D-3

“Class A Common Stock” means, as applicable, (a) the Class A Common Stock, par value $0.0001 per share, of PubCo or (b) following any consolidation, merger, reclassification or other similar event involving PubCo, any shares or other securities of PubCo or any other Person or cash or other property that become payable in consideration for the Class A Common Stock or into which the Class A Common Stock is exchanged or converted as a result of such consolidation, merger, reclassification or other similar event.

“Class B Common Stock” means, as applicable, (a) the Class B Common Stock, par value $0.0001 per share, of PubCo or (b) following any consolidation, merger, reclassification or other similar event involving PubCo, any shares or other securities of PubCo or any other Person or cash or other property that become payable in consideration for the Class B Common Stock or into which the Class B Common Stock is exchanged or converted as a result of such consolidation, merger, reclassification or other similar event.

“Closing Date Capital Account Balance” means, with respect to any Member, the positive Capital Account balance of such Member as of the date hereof after giving effect to the transactions contemplated by the Purchase Agreement, the amount or deemed value of which is set forth on Exhibit A.

“Code” means the United States Internal Revenue Code of 1986, as amended from time to time (or any corresponding provisions of succeeding law).

“Commission” means the U.S. Securities and Exchange Commission, including any governmental body or agency succeeding to the functions thereof.

“Common Units” means the common units of limited liability company interests issued hereunder and shall also include any Equity Security of the Company issued in respect of or in exchange for Common Units, whether by way of dividend or other distribution, split, recapitalization, merger, rollup transaction, consolidation, conversion or reorganization.

“Company” is defined in the preamble to this Agreement.

“Company Minimum Gain” has the meaning of “partnership minimum gain” set forth in Treasury Regulations Sections 1.704-2(b)(2) and 1.704-2(d). It is further understood that Company Minimum Gain shall be determined in a manner consistent with the rules of Treasury Regulations Section 1.704-2(b)(2), including the requirement that if the adjusted Gross Asset Value of property subject to one or more Nonrecourse Liabilities differs from its adjusted tax basis, Company Minimum Gain shall be determined with reference to such Gross Asset Value.

“Company Representative” has the meaning assigned to the term “partnership representative” in Section 6223 of the Code and any Treasury Regulations or other administrative or judicial pronouncements promulgated thereunder.

Ex D-4

“Contract” means any written agreement, contract, lease, sublease, license, sublicense, obligation, promise or undertaking.

“control” means the possession, directly or indirectly, through one or more intermediaries, of the following: (a) in the case of a corporation, more than 50% of the outstanding voting securities thereof, (b) in the case of a limited liability company, partnership, limited partnership or joint venture, the right to more than 50% of the distributions therefrom (including liquidating distributions), (c) in the case of a trust or estate, more than 50% of the beneficial interest therein, (d) in the case of any other entity, more than 50% of the economic or beneficial interest therein or (e) in the case of any entity, the power or authority, through ownership of voting securities, by contract or otherwise, to direct the management, activities or policies of the entity.

“Covered Person” is defined in Section 7.4.

“Debt Securities” means, with respect to PubCo, any and all debt instruments or debt securities that are not convertible or exchangeable into Equity Securities of PubCo.

“Depreciation” means, for each Fiscal Year or other taxable period, an amount equal to the depreciation, amortization, or other cost recovery deduction allowable with respect to an asset for such Fiscal Year or other taxable period, except that (a) with respect to any such property the Gross Asset Value of which differs from its Adjusted Basis for U.S. federal income tax purposes and which difference is being eliminated by use of the “remedial method” pursuant to Treasury Regulations Section 1.704-3(d), Depreciation for such Fiscal Year or other taxable period shall be the amount of book basis recovered for such Fiscal Year or other taxable period under the rules prescribed by Treasury Regulations Section 1.704-3(d)(2), and (b) with respect to any other such property the Gross Asset Value of which differs from its Adjusted Basis for U.S. federal income tax purposes at the beginning of such Fiscal Year or other taxable period. Depreciation shall be an amount which bears the same ratio to such beginning Gross Asset Value as the federal income tax depreciation, amortization, or other cost recovery deduction for such Fiscal Year or other taxable period bears to such beginning Adjusted Basis; provided, however, that if the Adjusted Basis for U.S. federal income tax purposes of an asset at the beginning of such Fiscal Year or other taxable period is zero, Depreciation with respect to such asset shall be determined with reference to such beginning Gross Asset Value using any reasonable method selected by the Managing Member.

“DGCL” means the General Corporation Law of the State of Delaware, as amended from time to time (or any corresponding provisions of succeeding law).

“Discount” has the meaning set forth in Section 4.6(b)(ii).

“Effective Time” means 12:01 a.m. Central Standard Time on the date hereof.

“Equity Securities” means (a) with respect to a partnership, limited liability company or similar Person, any and all units, interests, rights to purchase, warrants, options or other equivalents of, or other ownership interests in, any such Person as well as debt or equity instruments convertible, exchangeable or exercisable into any such units, interests, rights or other ownership interests and (b) with respect to a corporation, any and all shares, interests, participation or other equivalents (however designated) of corporate stock, including all common stock and preferred stock, or warrants, options or other rights to acquire any of the foregoing, including any debt instrument convertible or exchangeable into any of the foregoing.

Ex D-5

“ERISA” means the Employee Retirement Security Act of 1974, as amended.

“Exchange Act” means the Securities Exchange Act of 1934, and the rules and regulations promulgated thereunder, as the same may be amended from time to time (or any corresponding provisions of succeeding law).

“Existing LLC Agreement” is defined in the recitals to this Agreement.

“Fair Market Value” means the fair market value of any property as determined in Good Faith by the Managing Member after taking into account such factors as the Managing Member shall deem appropriate.

“Federal Bankruptcy Code” means Title 11 of the United States Code, as amended from time to time, and all rules and regulations promulgated thereunder.

“Fiscal Year” means the fiscal year of the Company, which shall end on December 31 of each calendar year unless, for U.S. federal income tax purposes, another fiscal year is required. The Company shall have the same fiscal year for U.S. federal income tax purposes and for accounting purposes.

“GAAP” means U.S. generally accepted accounting principles at the time.

“Good Faith” means a Person having acted in good faith and in a manner such Person reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to a criminal proceeding, having had no reasonable cause to believe such Person’s conduct was unlawful.

“Governmental Entity” means any federal, national, supranational, state, provincial, local, foreign or other government, governmental, stock exchange, regulatory or administrative authority, agency or commission or any court, tribunal, or judicial or arbitral body.

“Gross Asset Value” means, with respect to any asset, the asset’s Adjusted Basis for U.S. federal income tax purposes, except as follows:

(a) the initial Gross Asset Value of any asset contributed by a Member to the Company shall be the gross Fair Market Value of such asset as of the date of such contribution;

Ex D-6

(b) the Gross Asset Values of all Company assets shall be adjusted to equal their respective gross Fair Market Values as of the following times: (i) the acquisition of an Interest (or additional Interest) in the Company by any new or existing Member in exchange for more than a de minimis Capital Contribution to the Company; (ii) the grant of an Interest (other than a de minimis Interest) as consideration for the provision of services to or for the benefit of the Company by an existing Member acting in a member capacity, or by a new Member acting in a member capacity or in anticipation of becoming a Member of the Company; (iii) the distribution by the Company to a Member of more than a de minimis amount of Company assets as consideration for an Interest in the Company; (iv) the liquidation of the Company within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(g)(1)); (v) the acquisition of an Interest in the Company by any new or existing Member upon the exercise of a noncompensatory option in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(s); or (vi) any other event to the extent determined by the Managing Member to be permitted and necessary or appropriate to properly reflect Gross Asset Values in accordance with the standards set forth in Treasury Regulations Section 1.704-1(b)(2)(iv)(g); provided, however, that adjustments pursuant to clauses (i), (ii), (iii) and (v) above shall be made only if the Managing Member reasonably determines that such adjustments are necessary or appropriate to reflect the relative economic interests of the Members in the Company. If any noncompensatory options are outstanding upon the occurrence of an event described in this paragraph (b)(i) through (b)(vi), the Company shall adjust the Gross Asset Values of its properties in accordance with Treasury Regulations Sections 1.704-1(b)(2)(iv)(f)(1) and 1.704-1(b)(2)(iv)(h)(2);

(c) the Gross Asset Value of any Company asset distributed to any Member shall be adjusted to equal the gross Fair Market Value of such asset on the date of such distribution;

(d) the Gross Asset Values of Company assets shall be increased (or decreased) to reflect any adjustments to the Adjusted Basis of such assets pursuant to Code Section 734(b) or Code Section 743(b), but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m) and subsection (f) in the definition of “Profits” or “Losses” below or Section 5.2(h); provided, however, that the Gross Asset Value of a Company asset shall not be adjusted pursuant to this subsection to the extent the Managing Member determines that an adjustment pursuant to subsection (b) of this definition is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment pursuant to this subsection (d); and

(e) if the Gross Asset Value of a Company asset has been determined or adjusted pursuant to subsections (a), (b) or (d) of this definition of Gross Asset Value, such Gross Asset Value shall thereafter be adjusted by the Depreciation taken into account with respect to such asset for purposes of computing Profits, Losses and other items allocated pursuant to Article V.

“Indebtedness” means (a) all indebtedness for borrowed money (including capitalized lease obligations, sale-leaseback transactions or other similar transactions, however evidenced), (b) any other indebtedness that is evidenced by a note, bond, debenture, draft or similar instrument, (c) notes payable and (d) lines of credit and any other agreements relating to the borrowing of money or extension of credit.

“Interest” means the entire interest of a Member in the Company, including the Units and all of such Member’s rights, powers and privileges under this Agreement and the Act.

“Law” means any federal, national, supranational, state, provincial, local or similar statute, law, ordinance, regulation, rule, code, order, requirement or rule of law (including common law).

Ex D-7

“Liability” means any liability or obligation, whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated and whether due or to become due, regardless of when asserted.

“Liquidating Event” is defined in Section 11.1.

“Managing Member” is defined in the recitals to this Agreement.

“Member” means any Person that executes this Agreement as a Member, and any other Person admitted to the Company as an additional or substituted Member, that has not made a disposition of such Person’s entire Interest.

“Member Minimum Gain” has the meaning ascribed to “partner nonrecourse debt minimum gain” set forth in Treasury Regulations Section 1.704-2(i). It is further understood that the determination of Member Minimum Gain and the net increase or decrease in Member Minimum Gain shall be made in the same manner as required for such determination of Company Minimum Gain under Treasury Regulations Sections 1.704-2(d) and 1.704-2(g)(3).

“Member Nonrecourse Debt” has the meaning of “partner nonrecourse debt” set forth in Treasury Regulations Section 1.704-2(b)(4).

“Member Nonrecourse Deductions” has the meaning of “partner nonrecourse deductions” set forth in Treasury Regulations Sections 1.704-2(i)(1) and 1.704-2(i)(2).

“National Securities Exchange” means an exchange registered with the Commission under the Exchange Act.

“Nonrecourse Deductions” has the meaning assigned that term in Treasury Regulations Section 1.704-2(b).

“Nonrecourse Liability” is defined in Treasury Regulations Section 1.704-2(b)(3).

“Officer” means each Person appointed as an officer of the Company pursuant to and in accordance with the provisions of Section 7.2 and listed on Exhibit B attached hereto.

“Person” means any individual, partnership, firm, corporation, limited liability company, association, trust, unincorporated organization or other entity, as well as any syndicate or group that would be deemed to be a person under Section 13(d)(3) of the Exchange Act.

“Plan Asset Regulations” means the regulations issued by the U.S. Department of Labor at Section 2510.3-101 of Part 2510 of Chapter XXV, Title 29 of the Code of Federal Regulations, or any successor regulations as the same may be amended from time to time.

“Prime Rate” means, on any date of determination, a rate per annum equal to the rate of interest most recently published by The Wall Street Journal as the “prime rate” at large U.S. money center banks.

“Proceeding” is defined in Section 7.4.

Ex D-8

“Profits” or “Losses” means, for each Fiscal Year or other taxable period, an amount equal to the Company’s taxable income or loss for such year or period, determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss), with the following adjustments (without duplication):

(f) any income or gain of the Company that is exempt from U.S. federal income tax and not otherwise taken into account in computing Profits or Losses shall be added to such taxable income or loss;

(g) any expenditures of the Company described in Code Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(i), and not otherwise taken into account in computing Profits or Losses, shall be subtracted from such taxable income or loss;

(h) in the event the Gross Asset Value of any Company asset is adjusted pursuant to subsection (b) or (c) of the definition of Gross Asset Value above, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the Gross Asset Value of the Company asset) or an item of loss (if the adjustment decreases the Gross Asset Value of the Company asset) from the disposition of such asset and shall, except to the extent allocated pursuant to Section 5.2, be taken into account for purposes of computing Profits or Losses;

(i) gain or loss resulting from any disposition of Company assets with respect to which gain or loss is recognized for U.S. federal income tax purposes shall be computed with reference to the Gross Asset Value of the asset disposed of notwithstanding that the adjusted tax basis of such asset differs from its Gross Asset Value;

(j) in lieu of the depreciation, amortization and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account Depreciation;

(k) to the extent an adjustment to the adjusted tax basis of any asset pursuant to Code Section 734(b) is required, pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Account balances as a result of a distribution other than in liquidation of a Member’s interest in the Company, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the basis of the asset) or an item of loss (if the adjustment decreases such basis) from the disposition of such asset and shall be taken into account for purposes of computing Profits or Losses; and

(l) any items of income, gain, loss or deduction which are specifically allocated pursuant to the provisions of Section 5.2 shall not be taken into account in computing Profits or Losses for any taxable year, but such items available to be specially allocated pursuant to Section 5.2 will be determined by applying rules analogous to those set forth in subparagraphs (a) through (f) above.

“Property” means all real and personal property owned by the Company from time to time, including both tangible and intangible property.

Ex D-9

“PubCo” is defined in the preamble to this Agreement.

“PubCo Common Stock” means all classes and series of common stock of PubCo, including the Class A Common Stock and the Class B Common Stock.

“Purchase Agreement” is defined in the recitals to this Agreement.

“Reclassification Event” means any of the following: (a) any reclassification or recapitalization of PubCo Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination or any transaction subject to Section 4.1(g)), (b) any merger, consolidation or other combination involving PubCo or (c) any sale, conveyance, lease, or other disposal of all or substantially all the properties and assets of PubCo to any other Person, in each of clauses (a), (b) or (c), as a result of which holders of PubCo Common Stock shall be entitled to receive cash, securities or other property for their shares of PubCo Common Stock.

“Redeeming Member” is defined in Section 4.6(a)(i).

“Redemption” has the meaning set forth in Section 4.6(a)(i).

“Redemption Date” means (a) the later of (i) the date that is five Business Days after the Redemption Notice Date and (ii) if the Company or PubCo has made a valid Cash Election with respect to the relevant Redemption, the first Business Day on which the Company or PubCo has available funds to pay the Cash Election Amount, which in no event shall be more than ten Business Days after the Redemption Notice Date, or (b) such later date (i) specified in the Redemption Notice or (ii) on which a contingency described in Section 4.6(a)(ii)(C) that is specified in the Redemption Notice is satisfied.

“Redemption Notice” is defined in Section 4.6(a)(ii).

“Redemption Notice Date” is defined in Section 4.6(a)(ii).

“Registration Rights Agreement” means the Registration Rights Agreement, dated as of the date hereof, by and among PubCo and the other parties thereto (together with any other parties that become a party thereto from time to time upon execution of a joinder in accordance with the terms thereof by any successor or assign to any party to such Agreement).

“Registration Statement” means any registration statement that PubCo is required to file pursuant to the Registration Rights Agreement.

“Regulatory Allocations” is defined in Section 5.2(i).

“Retraction Notice” is defined in Section 4.6(b)(i).

“Securities Act” means the Securities Act of 1933, and the rules and regulations promulgated thereunder, as the same may be amended from time to time (or any corresponding provisions of succeeding law).

Ex D-10

“Subsidiary” means, with respect to any specified Person, any other Person with respect to which such specified Person (a) has, directly or indirectly, the power, through the ownership of securities or otherwise, to elect a majority of directors or similar managing body or (b) beneficially owns, directly or indirectly, a majority of such Person’s Equity Securities.

“Tax Distribution Date” means any date that is two Business Days prior to (a) the date on which estimated federal income tax payments are required to be made by calendar year corporate taxpayers and (b) the due date for federal income tax returns of corporate calendar year taxpayers (without regard to extensions).

“Tax Distributions” means distributions required to be made pursuant to Section 6.2.

“Trading Day” means a day on which the Nasdaq Capital Market or such other principal United States securities exchange on which the Class A Common Stock is listed or admitted to trading and is open for the transaction of business (unless such trading shall have been suspended for the entire day).

“Transfer” means, when used as a noun, any voluntary or involuntary, direct or indirect (whether through a change of control of the Transferor or any Person that controls the Transferor, the issuance or transfer of Equity Securities of the Transferor, by operation of law or otherwise), transfer, sale, pledge or hypothecation or other disposition and, when used as a verb, voluntarily or involuntarily, directly or indirectly (whether through a change of control of the Transferor or any Person that controls the Transferor, the issuance or transfer of Equity Securities of the Transferor or any Person that controls the Transferor, by operation of law or otherwise), to transfer, sell, pledge or hypothecate or otherwise dispose of. The terms “Transferee,” “Transferor,” “Transferred,” and other forms of the word “Transfer” shall have the correlative meanings.

“Transfer Agent” is defined in Section 4.6(a)(iii).

“Treasury Regulations” means pronouncements, as amended from time to time, or their successor pronouncements, which clarify, interpret and apply the provisions of the Code, and which are designated as “Treasury Regulations” by the United States Department of the Treasury.

“Uniform Commercial Code” means the Uniform Commercial Code or any successor provision thereof as the same may from time to time be in effect in the State of Delaware.

“Units” means the Common Units and any other Equity Security of the Company.

Section 1.2 Interpretive Provisions. For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:

(a) the terms defined in Section 1.1 are applicable to the singular as well as the plural forms of such terms;

(b) all accounting terms not otherwise defined herein have the meanings assigned under GAAP;

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(c) all references to currency, monetary values and dollars set forth herein shall mean United States (U.S.) dollars and all payments hereunder shall be made in United States dollars;

(d) when a reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated;

(e) whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”;

(f) “or” is not exclusive;

(g) pronouns of either gender or neuter shall include, as appropriate, the other pronoun forms; and

(h) the words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement.

Article II
ORGANIZATION OF THE LIMITED LIABILITY COMPANY

Section 2.1 Formation. The Company has been formed as a limited liability company subject to the provisions of the Act upon the terms, provisions and conditions set forth in this Agreement.

Section 2.2 Filing. The Company’s Certificate of Formation has been filed with the Secretary of State of the State of Delaware in accordance with the Act. The Members shall execute such further documents (including amendments to such Certificate of Formation) and take such further action as is appropriate to comply with the requirements of Law for the operation of a limited liability company in all states and counties where the Company may conduct its business.

Section 2.3 Name. The name of the Company is Atlas TC Holdings LLC” and all business of the Company shall be conducted in such name or, in the discretion of the Managing Member, under any other name.

Section 2.4 Registered Office: Registered Agent. The location of the registered office of the Company in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, or at such other place as the Managing Member from time to time may select. The name and address for service of process on the Company in the State of Delaware is The Corporation Trust Company, 1209 Orange Street, New Castle County, Wilmington, Delaware 19801, or such other qualified Person as the Managing Member may designate from time to time and its business address.

Section 2.5 Principal Place of Business. The principal place of business of the Company shall be located in such place as is determined by the Managing Member from time to time.

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Section 2.6 Purpose: Powers. The nature of the business or purposes to be conducted or promoted by the Company is to engage in any lawful act or activity for which limited liability companies may be formed under the Act. The Company shall have the power and authority to take any and all actions and engage in any and all activities necessary, appropriate, desirable, advisable, ancillary or incidental to the accomplishment of the foregoing purpose.

Section 2.7 Term. The term of the Company commenced on the date of filing of the Certificate of Formation of the Company with the office of the Secretary of State of the State of Delaware in accordance with the Act and shall continue indefinitely. The Company may be dissolved and its affairs wound up only in accordance with Article XI.

Section 2.8 Intent. It is the intent of the Members that the Company be operated in a manner consistent with its treatment as a “partnership” for U.S. federal and applicable state and local income tax purposes. Neither the Company nor any Member shall take any action inconsistent with the express intent of the parties hereto as set forth in this Section 2.8.

Article III
CLOSING TRANSACTIONS

Section 3.1 Purchase Agreement Transactions.

(a) Pursuant to the terms of the Purchase Agreement, at the Effective Time, Atlas transferred 100% of the Interests of the Company to Buyer in exchange for $[●], [●] shares of Class B Common Stock and [●] Common Units. The total number of Common Units and shares of Class B Common Stock held by Atlas and PubCo immediately following the consummation of the transactions contemplated by this Section 3.1 is set forth on Exhibit A hereto.

(b) PubCo shall take all actions necessary to cause the stock records of the Class B Common Stock to be held on the books and records of the Transfer Agent.

Article IV
OWNERSHIP AND CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS

Section 4.1 Authorized Units; General Provisions with Respect to Units.

(a) Subject to the provisions of this Agreement, the Company shall be authorized to issue from time to time such number of Common Units and such other Equity Securities as the Managing Member shall determine in accordance with Section 4.3. Each authorized Unit may be issued pursuant to such agreements as the Managing Member shall approve, including pursuant to options and warrants. The Company may reissue any Units that have been repurchased or acquired by the Company; provided, that any such issuance, and the admission of any Person as a Member in connection therewith, is otherwise made in accordance with the provisions of this Agreement.

(b) Each outstanding Common Unit shall be identical (except as provided in Section 4.3).

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(c) Initially, the Units will be uncertificated. If the Managing Member determines that it is in the interest of the Company to issue certificates representing the Units, certificates will be issued and the Units will be represented by those certificates, and this Agreement shall be amended as the Managing Member shall determine necessary or desirable to reflect the issuance of certificated Units for purposes of the Uniform Commercial Code. Nothing contained in this Section 4.1(c) shall be deemed to authorize or permit any Member to Transfer its Units except as otherwise permitted under this Agreement.

(d) The total number and type of Units issued and outstanding and held by the Members is set forth on Exhibit A (as amended from time to time in accordance with the terms of this Agreement) as of the date set forth therein.

(e) If, at any time after the Effective Time, PubCo issues a share of its Class A Common Stock or any other Equity Security of PubCo (other than shares of Class B Common Stock), (i) the Company shall concurrently issue to PubCo one Common Unit (if PubCo issues a share of Class A Common Stock), or such other Equity Security of the Company (if PubCo issues Equity Securities other than Class A Common Stock) corresponding to the Equity Securities issued by PubCo, and with substantially the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of PubCo to be issued and (ii) PubCo shall concurrently contribute to the Company the net proceeds or other property received by PubCo, if any, for such share of Class A Common Stock or other Equity Security; provided, however, that if PubCo issues any shares of Class A Common Stock in order to acquire or fund the acquisition from a Member (other than PubCo) of a number of Common Units (and shares of Class B Common Stock) equal to the number of shares of Class A Common Stock so issued, then the Company shall not issue any new Common Units in connection therewith and, where such shares of Class A Common Stock have been issued for cash to fund an acquisition, PubCo shall not be required to transfer such net proceeds to the Company, and such net proceeds shall instead be transferred to such Member as consideration for such acquisition. Notwithstanding the foregoing, this Section 4.1(e) shall not apply to the issuance and distribution to holders of shares of PubCo Common Stock of rights to purchase Equity Securities of PubCo under a “poison pill” or similar shareholders rights plan (and upon any redemption of Common Units for Class A Common Stock, such Class A Common Stock will be issued together with a corresponding right under such plan), or to the issuance under PubCo’s employee benefit plans of any warrants, options, stock appreciation right, restricted stock, restricted stock units, performance based award or other rights to acquire Equity Securities of PubCo or rights or property that may be converted into or settled in Equity Securities of PubCo, but shall in each of the foregoing cases apply to the issuance of Equity Securities of PubCo in connection with the exercise or settlement of such rights, warrants, options, stock appreciation right, restricted stock, restricted stock units, performance based award or other rights or property. Except pursuant to Section 4.6, (x) the Company may not issue any additional Units to PubCo or any of its Subsidiaries unless substantially simultaneously therewith PubCo or such Subsidiary issues or sells an equal number of newly-issued shares of Class A Common Stock to another Person and contributes the net proceeds therefrom to the Company, and (y) the Company may not issue any other Equity Securities of the Company to PubCo or any of its Subsidiaries unless substantially simultaneously PubCo or such Subsidiary issues or sells, to another Person, an equal number of newly-issued shares of a new class or series of Equity Securities of PubCo or such Subsidiary with substantially the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of the Company and contributes the net proceeds therefrom to the Company. If at any time PubCo or any of its Subsidiaries (other than the Company and its Subsidiaries) issues Debt Securities, PubCo or such Subsidiary shall transfer to the Company (in a manner to be determined by the Managing Member in its reasonable discretion) the proceeds received by PubCo or such Subsidiary, as applicable, in exchange for such Debt Securities in a manner that directly or indirectly burdens the Company with the repayment of the Debt Securities. In the event any Equity Security outstanding at PubCo is exercised or otherwise converted and, as a result, any shares of Class A Common Stock or other Equity Securities of PubCo are issued, (i) the corresponding Equity Security outstanding at the Company shall be similarly exercised or otherwise converted, as applicable, and an equivalent number of Units or other Equity Securities of the Company shall be issued to PubCo as contemplated by the first sentence of this Section 4.1(e), and (ii) PubCo shall concurrently contribute to the Company the net proceeds received by PubCo from any such exercise.

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(f) PubCo or any of its Subsidiaries may not redeem, repurchase or otherwise acquire (i) any shares of Class A Common Stock (including upon forfeiture of any unvested shares of Class A Common Stock) unless substantially simultaneously the Company redeems, repurchases or otherwise acquires from PubCo or such Subsidiary an equal number of Common Units for the same price per security or (ii) any other Equity Securities of PubCo, unless substantially simultaneously the Company redeems, repurchases or otherwise acquires from PubCo or such Subsidiary an equal number of Equity Securities of the Company of a corresponding class or series with substantially the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of PubCo for the same price per security. The Company may not redeem, repurchase or otherwise acquire (x) except pursuant to Section 4.6, any Common Units from PubCo or any of its Subsidiaries unless substantially simultaneously PubCo or such Subsidiary redeems, repurchases or otherwise acquires an equal number of shares of Class A Common Stock for the same price per security from holders thereof, or (y) any other Equity Securities of the Company from PubCo or any of its Subsidiaries unless substantially simultaneously PubCo or such Subsidiary redeems, repurchases or otherwise acquires for the same price per security an equal number of Equity Securities of PubCo of a corresponding class or series with substantially the same rights to dividends and distributions (including distribution upon liquidation) and other economic rights as those of such Equity Securities of PubCo. Notwithstanding the foregoing, to the extent that any consideration payable by PubCo in connection with the redemption or repurchase of any shares of Class A Common Stock or other Equity Securities of PubCo or any of its Subsidiaries consists (in whole or in part) of shares of Class A Common Stock or such other Equity Securities (including, for the avoidance of doubt, in connection with the cashless exercise of an option or warrant other than those issued under PubCo’s employee benefit plans), then the redemption or repurchase of the corresponding Units or other Equity Securities of the Company shall be effectuated in an equivalent manner.

(g) The Company shall not in any manner effect any subdivision (by any equity split, equity distribution, reclassification, recapitalization or otherwise) or combination (by reverse equity split, reclassification, recapitalization or otherwise) of the outstanding Common Units unless accompanied by an identical subdivision or combination, as applicable, of the outstanding PubCo Common Stock, with corresponding changes made with respect to any other exchangeable or convertible securities. PubCo shall not in any manner effect any subdivision (by any equity split, equity distribution, reclassification, recapitalization or otherwise) or combination (by reverse equity split, reclassification, recapitalization or otherwise) of the outstanding PubCo Common Stock unless accompanied by an identical subdivision or combination, as applicable, of the outstanding Common Units, with corresponding changes made with respect to any other exchangeable or convertible securities.

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Section 4.2 Voting Rights. No Member has any voting right except with respect to those matters specifically reserved for a Member vote under the Act and for matters expressly requiring the approval of Members under this Agreement. Except as otherwise required by the Act, each Unit will entitle the holder thereof to one vote on all matters to be voted on by the Members. Except as otherwise expressly provided in this Agreement, the holders of Units having voting rights will vote together as a single class on all matters to be approved by the Members.

Section 4.3 Capital Contributions: Unit Ownership.

(a) Capital Contributions. Except as otherwise set forth in Section 4.1(e), no Member shall be required to make additional Capital Contributions.

(b) Issuance of Additional Units or Interests. Except as otherwise expressly provided in this Agreement, the Managing Member shall have the right, in its sole discretion, to authorize and cause the Company to issue on such terms (including price) as may be determined by the Managing Member (i) subject to the limitations of Section 4.1, additional Units or other Equity Securities in the Company (including creating preferred interests or other classes or series of interests having such rights, preferences and privileges as determined by the Managing Member in its sole discretion, which rights, preferences and privileges may be senior to the Common Units) and (ii) obligations, evidences of Indebtedness or other securities or interests convertible or exchangeable for Common Units or other Equity Securities in the Company; provided, that, at any time following the date hereof, in each case the Company shall not issue Equity Securities in the Company to any Person unless such Person shall have executed a counterpart to this Agreement and all other documents, agreements or instruments deemed necessary or desirable in the discretion of the Managing Member. Upon such issuance and execution, such Person shall be admitted as a Member of the Company. In that event, the Managing Member shall amend Exhibit A to reflect such additional issuances. Subject to Section 12.1, the Managing Member is hereby authorized to amend this Agreement to set forth the designations, preferences, rights, powers and duties of such additional Units or other Equity Securities in the Company, or such other amendments that the Managing Member determines to be otherwise necessary or appropriate in connection with the creation, authorization or issuance of, any class or series of Units or other Equity Securities in the Company pursuant to this Section 4.3(b); provided, that notwithstanding the foregoing, the Managing Member shall have the right to amend this Agreement as set forth in this sentence without the approval of any other Person (including any Member) and notwithstanding any other provision of this Agreement (including Section 12.1) if such amendment is necessary, and then only to the extent necessary, in order to consummate any offering of shares of PubCo Common Stock or other Equity Securities of PubCo; provided, that the designations, preferences, rights, powers and duties of any such additional Units or other Equity Securities of the Company as set forth in such amendment are substantially similar to those applicable to such shares of PubCo Common Stock or other Equity Securities of PubCo.

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Section 4.4 Capital Accounts. A Capital Account shall be maintained for each Member in accordance with the provisions of Treasury Regulations Section 1.704-1(b)(2)(iv) and, to the extent consistent with such regulations, the other provisions of this Agreement. Each Member’s Capital Account balance as of the date hereof shall be equal to the amount of its respective Closing Date Capital Account Balance set forth opposite such Member’s name on Exhibit A. Thereafter, each Member’s Capital Account shall be (a) increased by (i) allocations to such Member of Profits pursuant to Section 5.1 and any other items of income or gain allocated to such Member pursuant to Section 5.2, (ii) the amount of cash or the initial Gross Asset Value of any asset (net of any Liabilities assumed by the Company and any Liabilities to which the asset is subject) contributed to the Company by such Member, and (iii) any other increases allowed or required by Treasury Regulations Section 1.704-1(b)(2)(iv), and (b) decreased by (i) allocations to such Member of Losses pursuant to Section 5.1 and any other items of deduction or loss allocated to such Member pursuant to the provisions of Section 5.2, (ii) the amount of any cash or the Gross Asset Value of any asset (net of any Liabilities assumed by the Member and any Liabilities to which the asset is subject) distributed to such Member, and (iii) any other decreases allowed or required by Treasury Regulations Section 1.704-1(b)(2)(iv). In the event of a Transfer of Common Units made in accordance with this Agreement (including a deemed Transfer for U.S. federal income tax purposes as described in Section 4.6(a)(v)), the Capital Account of the Transferor that is attributable to the Transferred Units shall carry over to the Transferee Member in accordance with the provisions of Treasury Regulations Section 1.704-1(b)(2)(iv)(l).

Section 4.5 Other Matters.

(a) No Member shall demand or receive a return on or of its Capital Contributions or withdraw from the Company without the consent of the Managing Member. Under circumstances requiring a return of any Capital Contributions, no Member has the right to receive property other than cash.

(b) No Member shall receive any interest, salary, compensation, draw or reimbursement with respect to its Capital Contributions or its Capital Account, or for services rendered or expenses incurred on behalf of the Company or otherwise in its capacity as a Member, except as otherwise provided in Section 7.9 or as otherwise contemplated by this Agreement.

(c) The Liability of each Member shall be limited as set forth in the Act and other applicable Law and, except as expressly set forth in this Agreement or required by Law, no Member (or any of its Affiliates) shall be personally liable, whether to the Company, any of the other Members, the creditors of the Company, or any other third party, for any debt or Liability of the Company, whether arising in contract, tort or otherwise, solely by reason of being a Member of the Company.

(d) Except as otherwise required by the Act, a Member shall not be required to restore a deficit balance in such Member’s Capital Account, to lend any funds to the Company or, except as otherwise set forth herein, to make any additional contributions or payments to the Company.

(e) The Company shall not be obligated to repay any Capital Contributions of any Member.

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Section 4.6 Redemption of Common Units.

(a) Redemption.

(i) Upon the terms and subject to the conditions set forth in this Section 4.6, after [ __ ], 2020¹ each of the Members (other than PubCo and its wholly-owned Subsidiaries) (each, a “Redeeming Member”) shall be entitled to cause the Company to redeem all or a portion of such Member’s Common Units (together with the surrender and delivery of the same number of shares of Class B Common Stock) for either (x) the delivery by the Company of a number of shares of Class A Common Stock equal to the number of Common Units surrendered (a “Redemption”) or (y) at the Company’s election made in accordance with Section 4.6(a)(iv), the delivery by the Company of cash equal to the Cash Election Amount calculated with respect to such Redemption. Absent the prior written consent of the Managing Member, with respect to each Redemption, a Redeeming Member shall be:

(A) required to redeem at least a number of Common Units equal to the lesser of (x) 1,000 Common Units and (y) all of the Common Units then held by such Redeeming Member; provided, that a Redeeming Member shall be permitted to effect a Redemption of Common Units at least as frequently as once per calendar quarter; and

(B) Upon the Redemption of all of a Member’s Common Units, such Member shall, for the avoidance of doubt, cease to be a Member of the Company.

(ii) In order to exercise the Redemption right under Section 4.6(a)(i), the Redeeming Member shall provide written notice (the “Redemption Notice”) to the Company, with a copy to PubCo (the date of delivery of such Redemption Notice, the “Redemption Notice Date”), stating:

(A) the number of Common Units (together with the surrender and delivery of an equal number of shares of Class B Common Stock) the Redeeming Member elects to have the Company redeem;

(B) if the shares of Class A Common Stock to be received are to be issued other than in the name of the Redeeming Member, the name(s) of the Person(s) in whose name or on whose order the shares of Class A Common Stock are to be issued;

¹ Note to Draft: To be 6 months following Closing

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(C) whether the exercise of the Redemption right is to be contingent (including as to timing) upon (i) the closing of an underwritten offering of the shares of Class A Common Stock for which the Common Units will be redeemed, (ii) the closing of an announced merger, consolidation or (iii) other transaction or event to which PubCo is a party in which the shares of Class A Common Stock would be exchanged or converted or become exchangeable for or convertible into cash or other securities or property; and

(D) if the Redeeming Member requires the Redemption to take place on a specific Business Day, such Business Day; provided, that, any such specified Business Day shall not be earlier than the date that would otherwise apply pursuant to clause (a) of the definition of Redemption Date.

(iii) If the Common Units to be redeemed (or the shares of Class B Common Stock to be transferred and surrendered) by the Redeeming Member are represented by a certificate or certificates, prior to the Redemption Date, the Redeeming Member shall also present and surrender such certificate or certificates representing such Common Units (or shares of Class B Common Stock) during normal business hours at the principal executive offices of the Company, or if any agent for the registration or transfer of Class A Common Stock is then duly appointed and acting (the “Transfer Agent”), at the office of the Transfer Agent. If required by the Managing Member or the Transfer Agent, the Redeeming Member shall also deliver, prior to the Redemption Date, instruments of transfer, in forms reasonably satisfactory to the Managing Member and the Transfer Agent, duly executed by the Redeeming Member or the Redeeming Member’s duly authorized representative.

(iv) Upon receipt of a Redemption Notice, the Company shall be entitled to elect (a “Cash Election”) to settle the Redemption by delivering to the Redeeming Member, in lieu of the applicable number of shares of Class A Common Stock that would be received in such Redemption, an amount of cash equal to the Cash Election Amount for such Redemption. In order to make a Cash Election with respect to a Redemption, the Company must provide written notice of such election (a “Cash Election Notice”) to the Redeeming Member (with a copy to PubCo) prior to 5:00 p.m., Texas time, on the third Business Day after the Redemption Notice Date. If the Company fails to provide such written notice prior to such time, it shall not be entitled to make a Cash Election with respect to such Redemption.

(v) For U.S. federal and applicable state and local income tax purposes, each of the Redeeming Member, the Company and PubCo, as the case may be, agree to treat each Redemption and, in the event PubCo exercises its Call Right, each transaction between the Redeeming Member and PubCo as a result of such exercise of its Call Right, as a sale of the Redeeming Member’s Common Units (together with the same number of shares of Class B Common Stock) to PubCo in exchange for shares of Class A Common Stock or cash, as applicable.

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(b) Redemption Procedures.

(i) Subject to the satisfaction of any contingency described in Section 4.6(a)(ii)(C) or (D) that is specified in the relevant Redemption Notice, the Redemption shall be completed on the Redemption Date; provided, that if a valid Cash Election has not been made, the Redeeming Member may, at any time prior to the Redemption Date, revoke its Redemption Notice by giving written notice (the “Retraction Notice”) to the Company (with a copy to PubCo); provided, however, that in no event may the Redeeming Member deliver a Retraction Notice later than two Business Days prior to the applicable Redemption Date. The timely delivery of a Retraction Notice shall terminate all of the Redeeming Member’s, the Company’s and PubCo’s rights and obligations arising from the retracted Redemption Notice.

(ii) Unless the Redeeming Member has timely delivered a Retraction Notice as provided in Section 4.6(b)(i) or PubCo has elected its Call Right pursuant to Section 4.6(f), on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date) (A) the Redeeming Member shall transfer and surrender the Common Units to be redeemed (and a corresponding number of shares of Class B Common Stock) to the Company, in each case free and clear of all liens and encumbrances, (B) PubCo shall contribute to the Company the consideration the Redeeming Member is entitled to receive under Section 4.6(a)(i) or Section 4.6(a)(iv), as applicable, and as described in Section 4.1(e), the Company shall issue to PubCo a number of Common Units or other Equity Securities of the Company as consideration for such contribution, (C) the Company shall (x) cancel the redeemed Common Units, (y) transfer to the Redeeming Member the consideration the Redeeming Member is entitled to receive under Section 4.6(a)(i) or Section 4.6(a)(iv), as applicable, and (z) if the Common Units are certificated, issue to the Redeeming Member a certificate for a number of Common Units equal to the difference (if any) between the number of Common Units evidenced by the certificate surrendered by the Redeeming Member pursuant to Section 4.6(b)(ii)(A) and the number of redeemed Common Units and (D) PubCo shall cancel the surrendered shares of Class B Common Stock. Notwithstanding any other provisions of this Agreement to the contrary, in the event that the Company makes a valid Cash Election, PubCo shall only be obligated to contribute to the Company an amount in cash equal to the net proceeds (after deduction of any underwriters’ discounts or commissions and brokers’ fees or commissions (including, for the avoidance of doubt, any deferred discounts or commissions and brokers’ fees or commissions payable in connection with or as a result of such public offering) (such difference, the “Discount”)) from the sale by PubCo of a number of shares of Class A Common Stock equal to the number of Common Units and Class B Common Stock to be redeemed with such cash or from the sale of other PubCo Equity Securities used to fund the Cash Election Amount; provided, that PubCo’s Capital Account shall be increased by an amount equal to any such Discounts relating to such sale of shares of Class A Common Stock or other PubCo Equity Securities in accordance with Section 7.9; provided, further, that the contribution of such net proceeds shall in no event affect the Redeeming Member’s right to receive the Cash Election Amount.

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(c) Splits, Distributions and Reclassifications. If (i) there is any reclassification, reorganization, recapitalization or other similar transaction pursuant to which the shares of Class A Common Stock are converted or changed into another security, securities or other property (other than as a result of a subdivision or combination or any transaction subject to Section 4.1(g)), or (ii) PubCo, by dividend or otherwise, distributes to all holders of the shares of Class A Common Stock evidences of its Indebtedness or assets, including securities (including shares of Class A Common Stock and any rights, options or warrants to all holders of the shares of Class A Common Stock to subscribe for, to purchase or to otherwise acquire shares of Class A Common Stock, or other securities or rights convertible into, or exchangeable or exercisable for, shares of Class A Common Stock) but excluding any cash dividend or distribution as well as any such distribution of Indebtedness or assets received by PubCo from the Company in respect of the Common Units, then upon any subsequent Redemption, in addition to the shares of Class A Common Stock or the Cash Election Amount, as applicable, each Member shall be entitled to receive the amount of such security, securities or other property that such Member would have received if such Redemption had occurred immediately prior to the effective date of such reclassification, reorganization, recapitalization, other similar transaction, dividend or other distribution, taking into account any adjustment as a result of any subdivision (by any split, distribution or dividend, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse split, reclassification, recapitalization or otherwise) of such security, securities or other property that occurs after the effective time of such reclassification, reorganization, recapitalization or other similar transaction. For the avoidance of doubt, if there is any reclassification, reorganization, recapitalization or other similar transaction in which the shares of Class A Common Stock are converted or changed into another security, securities or other property, or any dividend or distribution (other than an excluded dividend or distribution, as described above), this Section 4.6 shall continue to be applicable, mutatis mutandis, with respect to such security or other property. This Agreement shall apply to the Common Units held by the Members and their Transferees as of the date hereof, as well as any Common Units hereafter acquired by a Member and his or her or its Transferees.

(d) PubCo Covenants. PubCo shall at all times keep available, solely for the purpose of issuance upon a Redemption, out of its authorized but unissued shares of Class A Common Stock, such number of shares of Class A Common Stock that shall be issuable upon the Redemption of all outstanding Common Units (other than those Common Units held by PubCo or any Subsidiary of PubCo); provided, that nothing contained herein shall be construed to preclude PubCo from satisfying its obligations with respect to a Redemption by delivery of cash pursuant to a Cash Election or shares of Class A Common Stock that are held in the treasury of PubCo. PubCo covenants that all shares of Class A Common Stock that shall be issued upon a Redemption shall, upon issuance thereof, be validly issued, fully paid and non-assessable. In addition, for so long as the shares of Class A Common Stock are listed on a National Securities Exchange, PubCo shall use its reasonable best efforts to cause all shares of Class A Common Stock issued upon a Redemption to be listed on such National Securities Exchange at the time of such issuance. For purposes of this Section 4.6(d), references to the “Class A Common Stock” shall be deemed to include any Equity Securities issued or issuable as a result of any reclassification, combination, subdivision or similar of the Class A Common Stock.

(e) Redemption Taxes. The issuance of shares of Class A Common Stock upon a Redemption shall be made without charge to the Redeeming Member for any stamp or other similar tax in respect of such issuance; provided, however, that if any such shares of Class A Common Stock are to be issued in a name other than that of the Redeeming Member, then the Person or Persons in whose name the shares are to be issued shall pay to PubCo the amount of any tax that may be payable in respect of any Transfer involved in such issuance or shall establish to the satisfaction of PubCo that such tax has been paid or is not payable.

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(f) PubCo Call Rights.

(i) Notwithstanding anything to the contrary in this Section 4.6, a Redeeming Member shall be deemed to have offered to sell its Common Units as described in the Redemption Notice to PubCo, and PubCo may, in its sole discretion, by delivery of a notice in accordance with, and subject to the terms of, this Section 4.6(f) (a “Call Election Notice”), elect to purchase directly and acquire such Common Units (together with the surrender and delivery of the same number of shares of Class B Common Stock) on the Redemption Date by paying to the Redeeming Member (or, on the Redeeming Member’s written order and Section 4.6(e), its designee) that number of shares of Class A Common Stock the Redeeming Member (or its designee) would otherwise receive pursuant to Section 4.6(a)(i) or, at PubCo’s election, an amount of cash equal to the Cash Election Amount of such shares of Class A Common Stock (the “Call Right”), whereupon PubCo shall acquire the Common Units offered for redemption by the Redeeming Member (together with the surrender and delivery of the same number of shares of Class B Common Stock to PubCo for cancellation). PubCo shall be treated for all purposes of this Agreement as the owner of such Common Units; provided, that if PubCo funds the Cash Election Amount other than through the issuance of shares of Class A Common Stock, such Common Units will be reclassified into another Equity Security of the Company if the Managing Member determines such reclassification is necessary.

(ii) PubCo may, at any time prior to the Redemption Date, in its sole discretion deliver a Call Election Notice to the Company and the Redeeming Member setting forth its election to exercise its Call Right. A Call Election Notice may be revoked by PubCo at any time; provided, that any such revocation does not prejudice the ability of the parties to consummate a Redemption on the Redemption Date. Except as otherwise provided by this Section 4.6(f), an exercise of the Call Right shall be consummated pursuant to the same timeframe and in the same manner as the relevant Redemption would have been consummated if PubCo had not delivered a Call Election Notice.

(g) Distribution Rights. No Redemption shall impair the right of the Redeeming Member to receive any distributions payable on the Common Units redeemed pursuant to such Redemption in respect of a record date that occurs prior to the Redemption Date for such Redemption. For the avoidance of doubt, no Redeeming Member, or a Person designated by a Redeeming Member to receive shares of Class A Common Stock, shall be entitled to receive, with respect to such record date, distributions or dividends both on Common Units redeemed by the Company from such Redeeming Member and on shares of Class A Common Stock received by such Redeeming Member, or other Person so designated, if applicable, in such Redemption.

(h) PubCo Membership. Any Common Units acquired by the Company under this Section 4.6 and Transferred by the Company to PubCo shall remain outstanding and shall not be cancelled as a result of their acquisition by the Company. Notwithstanding any other provision of this Agreement, PubCo shall continue as a Member of the Company with respect to any Common Units or other Equity Securities in the Company it receives under this Agreement (including under this Section 4.6 in connection with any Redemption).

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(i) Redemption Restrictions. The Managing Member may impose additional limitations and restrictions on Redemptions (including limiting Redemptions or creating priority procedures for Redemptions), to the extent it determines, in Good Faith, such limitations and restrictions to be necessary or appropriate to avoid undue risk that the Company may be classified as a “publicly traded partnership” within the meaning of Section 7704 of the Code.

(j) Tax Certificates. In connection with any Redemption, the Redeeming Member shall deliver to PubCo or the Company, as applicable, a certificate, dated as of the date of the Redemption and sworn under penalties of perjury, in a form reasonably acceptable to PubCo or the Company, as applicable, certifying as to such Redeeming Member’s taxpayer identification number and that such Redeeming Member is a not a foreign person for purposes of Section 1445 and Section 1446(f) of the Code.

(k) Representations and Warranties. In connection with any Redemption or exercise of a Call Right, upon the acceptance of the Class A Common Stock or an amount of cash equal to the Cash Election Amount, the Redeeming Member shall represent and warrant that the Redeeming Member is the owner of the number of Common Units the Redeeming Member is electing to have the Company redeem and that such Common Units are not subject to any liens or restrictions to transfer the shares (other than restrictions imposed by this Agreement and Pubco’s Second Amended and Restated Certificate of Incorporation).

Section 4.7 Representations and Warranties of the Members. Unless otherwise set forth in an agreement between the Company and a Member, each Member severally (and not jointly) represents and warrants to the Company and each other Member as of the date of such Member’s admittance to the Company that (i) to the extent it is not a natural person, it is duly formed, validly existing and in good standing under the Laws of the jurisdiction of its formation, and if required by Law is duly qualified to conduct business and is in good standing in the jurisdiction of its principal place of business (if not formed in such jurisdiction); (ii) to the extent it is not a natural person, it has full corporate, limited liability company, partnership, trust or other applicable power and authority to execute and deliver this Agreement and to perform its obligations hereunder and all necessary actions by the board of directors, shareholders, managers, members, partners, trustees, beneficiaries or other Persons necessary for the due authorization, execution, delivery and performance of this Agreement by that Member have been duly taken; (iii) it has duly executed and delivered this Agreement, and this Agreement is enforceable against such Member in accordance with its terms, subject to bankruptcy, moratorium, insolvency and other Laws generally affecting creditors’ rights and general principles of equity (whether applied in a proceeding in a court of law or equity); (iv) its authorization, execution, delivery, and performance of this Agreement does not breach or conflict with or constitute a default under (A) such Member’s charter or other governing documents to the extent it is not a natural person or (B) any material obligation under any other material agreement or arrangement to which that Member is a party or by which it is bound; and (v) it: (A) has been furnished with such information about the Company and the Interest as that Member has requested, (B) has made its own independent inquiry and investigation into, and based thereon has formed an independent judgment concerning, the Company and such Member’s Interest herein, (C) has adequate means of providing for its current needs and possible contingencies, is able to bear the economic risks of this investment and has a sufficient net worth to sustain a loss of its entire investment in the Company in the event such loss should occur, (D) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Company, (E) is, or is controlled by, an “accredited investor,” as that term is defined in Rule 501(a) of Regulation D, promulgated under the Securities Act, and (F) understands and agrees that its Interest shall not be sold, pledged, hypothecated or otherwise Transferred except in accordance with the terms of this Agreement and pursuant to an effective registration statement under the Securities Act or an applicable exemption from registration and/or qualification under the Securities Act and applicable state securities Laws.

Ex D-23

Article V
ALLOCATIONS OF PROFITS AND LOSSES

Section 5.1 Profits and Losses. After giving effect to the allocations under Section 5.2 and subject to Section 5.4, Profits and Losses (and, to the extent determined by the Managing Member to be necessary and appropriate to achieve the resulting Capital Account balances described below, any allocable items of income, gain, loss, deduction or credit includable in the computation of Profits and Losses) for each Fiscal Year or other taxable period shall be allocated among the Members during such Fiscal Year or other taxable period in a manner such that, after giving effect to all distributions through the end of such Fiscal Year or other taxable period, the Capital Account balance of each Member, immediately after making such allocation, is, as nearly as possible, equal to (i) the amount such Member would receive pursuant to Section 11.3(b) if all assets of the Company on hand at the end of such Fiscal Year or other taxable period were sold for cash equal to their Gross Asset Values, all liabilities of the Company were satisfied in cash in accordance with their terms (limited with respect to each nonrecourse liability to the Gross Asset Value of the assets securing such liability), and all remaining or resulting cash was distributed, in accordance with Section 11.3(b), to the Members immediately after making such allocation, minus (ii) such Member’s share of Company Minimum Gain and Member Minimum Gain, computed immediately prior to the hypothetical sale of assets, and the amount any such Member is treated as obligated to contribute to the Company, computed immediately after the hypothetical sale of assets.

Section 5.2 Special Allocations.

(a) Nonrecourse Deductions for any Fiscal Year or other taxable period shall be specially allocated to the Members on a pro rata basis in accordance with the number of Units owned by each Member. The amount of Nonrecourse Deductions for a Fiscal Year or other taxable period shall equal the excess, if any, of the net increase, if any, in the amount of Company Minimum Gain during that Fiscal Year or other taxable period over the aggregate amount of any distributions during that Fiscal Year or other taxable period of proceeds of a Nonrecourse Liability that are allocable to an increase in Company Minimum Gain, determined in accordance with the provisions of Treasury Regulations Section 1.704-2(d).

(b) Any Member Nonrecourse Deductions for any Fiscal Year or other taxable period shall be specially allocated to the Member who bears economic risk of loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treasury Regulations Section 1.704-2(i). If more than one Member bears the economic risk of loss for such Member Nonrecourse Debt, the Member Nonrecourse Deductions attributable to such Member Nonrecourse Debt shall be allocated among the Members according to the ratio in which they bear the economic risk of loss. This Section 5.2(b) is intended to comply with the provisions of Treasury Regulations Section 1.704-2(i) and shall be interpreted consistently therewith.

Ex D-24

(c) Notwithstanding any other provision of this Agreement to the contrary, if there is a net decrease in Company Minimum Gain during any Fiscal Year or other taxable period (or if there was a net decrease in Company Minimum Gain for a prior Fiscal Year or other taxable period and the Company did not have sufficient amounts of income and gain during prior periods to allocate among the Members under this Section 5.2(c)), each Member shall be specially allocated items of Company income and gain for such Fiscal Year or other taxable period in an amount equal to such Member’s share of the net decrease in Company Minimum Gain during such year (as determined pursuant to Treasury Regulations Section 1.704-2(g)(2)). This section is intended to constitute a minimum gain chargeback under Treasury Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

(d) Notwithstanding any other provision of this Agreement except Section 5.2(c), if there is a net decrease in Member Minimum Gain during any Fiscal Year or other taxable period (or if there was a net decrease in Member Minimum Gain for a prior Fiscal Year or other taxable period and the Company did not have sufficient amounts of income and gain during prior periods to allocate among the Members under this Section 5.2(d)), each Member shall be specially allocated items of Company income and gain for such year in an amount equal to such Member’s share of the net decrease in Member Minimum Gain (as determined pursuant to Treasury Regulations Section 1.704-2(i)(4)). This section is intended to constitute a partner nonrecourse debt minimum gain chargeback under Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

(e) Notwithstanding any provision hereof to the contrary except Section 5.2(a) and Section 5.2(b), no Losses or other items of loss or expense shall be allocated to any Member to the extent that such allocation would cause such Member to have an Adjusted Capital Account Deficit (or increase any existing Adjusted Capital Account Deficit) at the end of such Fiscal Year or other taxable period. All Losses and other items of loss and expense in excess of the limitation set forth in this Section 5.2(e) shall be allocated to the Members who do not have an Adjusted Capital Account Deficit in proportion to their relative positive Capital Accounts but only to the extent that such Losses and other items of loss and expense do not cause any such Member to have an Adjusted Capital Account Deficit.

(f) Notwithstanding any provision hereof to the contrary except Section 5.2(c) and Section 5.2(d), in the event any Member unexpectedly receives any adjustment, allocation or distribution described in paragraph (4), (5) or (6) of Treasury Regulations Section 1.704-1(b)(2)(ii)(d), items of income and gain (consisting of a pro rata portion of each item of income, including gross income, and gain for the Fiscal Year or other taxable period) shall be specially allocated to such Member in an amount and manner sufficient to eliminate any Adjusted Capital Account Deficit of that Member as quickly as possible; provided, that an allocation pursuant to this Section 5.2(f) shall be made only if and to the extent that such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in Section 5.1 and Section 5.2 have been tentatively made as if this Section 5.2(f) were not in this Agreement. This Section 5.2(f) is intended to constitute a qualified income offset under Treasury Regulations Section 1.704-1(b)(2)(ii) and shall be interpreted consistently therewith.

Ex D-25

(g) If any Member has a deficit balance in its Capital Account at the end of any Fiscal Year or other taxable period that is in excess of the sum of (i) the amount that such Member is obligated to restore and (ii) the amount that the Member is deemed to be obligated to restore pursuant to the penultimate sentence of Treasury Regulations Sections 1.704-2(g)(1) and (i)(5), that Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible; provided, that an allocation pursuant to this Section 5.2(g) shall be made only if and to the extent that such Member would have a deficit balance in its Capital Account in excess of such sum after all other allocations provided for in Section 5.1 and Section 5.2 have been made as if Section 5.2(f) and this Section 5.2(g) were not in this Agreement.

(h) To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Sections 734(b) or 743(b) is required, pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as a result of a distribution to any Member in complete liquidation of such Member’s Interest in the Company, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such item of gain or loss shall be allocated to the Members in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(2) if such section applies or to the Member to whom such distribution was made if Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

(i) The allocations set forth in Sections 5.2(a) through 5.2(h) (the “Regulatory Allocations”) are intended to comply with certain requirements of Treasury Regulations Sections 1.704-1(b) and 1.704-2. Notwithstanding any other provision of this Article V (other than the Regulatory Allocations), the Regulatory Allocations (and anticipated future Regulatory Allocations) shall be taken into account in allocating other items of income, gain, loss and deduction among the Members so that, to the extent possible, the net amount of such allocation of other items and the Regulatory Allocations to each Member should be equal to the net amount that would have been allocated to each such Member if the Regulatory Allocations had not occurred. This Section 5.2(i) is intended to minimize to the extent possible and to the extent necessary any economic distortions which may result from application of the Regulatory Allocations and shall be interpreted in a manner consistent therewith.

Section 5.3 Allocations for Tax Purposes in General.

(a) Except as otherwise provided in this Section 5.3, each item of income, gain, loss and deduction of the Company for U.S. federal income tax purposes shall be allocated among the Members in the same manner as such item is allocated under Sections 5.1 and 5.2.

(b) In accordance with Code Section 704(c) and the Treasury Regulations thereunder (including the Treasury Regulations applying the principles of Code Section 704(c) to changes in Gross Asset Values), items of income, gain, loss and deduction with respect to any Company property having a Gross Asset Value that differs from such property’s adjusted U.S. federal income tax basis shall, solely for U.S. federal income tax purposes, be allocated among the Members to account for any such difference using (i) the “traditional method,” under Treasury Regulations Section 1.704-3(b) with respect to any property deemed to be contributed by Atlas to the Company and (ii) any method or methods determined by the Managing Member to be appropriate and in accordance with the applicable Treasury Regulations with respect to any other Company property.

Ex D-26

(c) Any (i) recapture of depreciation or any other item of deduction shall be allocated, in accordance with Treasury Regulations Sections 1.1245-1(e) and 1.1254-5, to the Members who received the benefit of such deductions and (ii) recapture of credits shall be allocated to the Members in accordance with applicable Law.

(d) Allocations pursuant to this Section 5.3 are solely for purposes of U.S. federal, state and local income taxes and shall not affect or in any way be taken into account in computing any Member’s Capital Account or share of Profits, Losses, other items or distributions pursuant to any provision of this Agreement.

(e) If, as a result of an exercise of a noncompensatory option to acquire an interest in the Company, a Capital Account reallocation is required under Treasury Regulations Section 1.704-1(b)(2)(iv)(s)(3), the Company shall make corrective allocations pursuant to Treasury Regulations Section 1.704-1(b)(4)(x).

(f) Any adjustment to the adjusted tax basis of Company property pursuant to Code Section 743(b) resulting from a transfer of a Company Interest shall be handled in accordance with Treasury Regulations section 1.743-1(j).

Section 5.4 Other Allocation Rules.

(a) The Members are aware of the income tax consequences of the allocations made by this Article V and the economic impact of the allocations on the amounts receivable by them under this Agreement. The Members hereby agree to be bound by the provisions of this Article V in reporting their share of Company income and loss for U.S. federal and applicable state and local income tax purposes.

(b) The provisions regarding the establishment and maintenance for each Member of a Capital Account as provided by Section 4.4 and the allocations set forth in Sections 5.1, 5.2 and 5.3 are intended to comply with the Treasury Regulations and to reflect the intended economic entitlement of the Members. If the Managing Member determines that the application of the provisions in Sections 4.4, 5.1, 5.2 or 5.3 would result in non-compliance with the Treasury Regulations or would be inconsistent with the intended economic entitlement of the Members, the Managing Member is authorized to make any appropriate adjustments to such provisions to the extent permitted by applicable Law.

(c) All items of income, gain, loss, deduction and credit allocable to an interest in the Company that may have been Transferred shall be allocated between the Transferor and the Transferee based on the portion of the Fiscal Year or other taxable period during which each was recognized as the owner of such interest, without regard to the results of Company operations during any particular portion of that year and without regard to whether cash distributions were made to the Transferor or the Transferee during that year; provided, however, that this allocation must be made in accordance with a method determined by the Managing Member and permissible under Code Section 706 and the Treasury Regulations thereunder.

Ex D-27

(d) The Members’ proportionate shares of the “excess nonrecourse liabilities” of the Company, within the meaning of Treasury Regulations Section 1.752-3(a)(3), shall be allocated to the Members on a pro rata basis in accordance with the number of Units owned by each Member.

Article VI
DISTRIBUTIONS

Section 6.1 Distributions.

(a) Distributions. To the extent permitted by applicable Law and hereunder, and except as otherwise provided in Section 11.3, distributions to Members may be declared by the Managing Member out of funds legally available therefor in such amounts and on such terms (including the payment dates of such distributions) as the Managing Member shall determine (in its sole discretion in accordance with the fiduciary duties set forth in Section 7.1(b)) using such record date as the Managing Member may designate. Any such distribution shall be made to the Members as of the close of business on such record date on a pro rata basis (except that, for the avoidance of doubt, repurchases or redemptions made in accordance with Section 4.1(f) or payments made in accordance with Sections 7.4 or 7.9 need not be on a pro rata basis), in accordance with the number of Units owned by each Member as of the close of business on such record date; provided, however, that the Managing Member shall have the obligation to make distributions as set forth in Sections 6.2 and 11.3(b)(iii); and provided, further, that, notwithstanding any other provision herein to the contrary, no distributions shall be made to any Member to the extent such distribution would render the Company insolvent or violate the Act. For purposes of the foregoing sentence, insolvency means the inability of the Company to meet its payment obligations when due. Promptly following the designation of a record date and the declaration of a distribution pursuant to this Section 6.1, the Managing Member shall give notice to each Member of the record date, the amount and the terms of the distribution and the payment date thereof.

(b) Successors. For purposes of determining the amount of distributions, each Member shall be treated as having made the Capital Contributions and as having received the distributions made to or received by its predecessors in respect of any of such Member’s Units.

(c) Distributions In-Kind. Except as otherwise provided in this Agreement, any distributions may be made in cash or in kind, or partly in cash and partly in kind, as determined by the Managing Member. In the event of any distribution of (i) property in kind or (ii) both cash and property in kind, each Member shall be distributed its proportionate share of any such cash so distributed and its proportionate share of any such property so distributed in kind (based on the Fair Market Value of such property). To the extent that the Company distributes property in-kind to the Members, the Company shall be treated as making a distribution equal to the Fair Market Value of such property for purposes of Section 6.1(a) and such property shall be treated as if it were sold for an amount equal to its Fair Market Value. Any resulting gain or loss shall be allocated to the Member’s Capital Accounts in accordance with Section 5.1 and Section 5.2.

Ex D-28

Section 6.2 Tax-Related Distributions. On each Tax Distribution Date, the Company will, subject to the availability of funds and any restrictions contained in any agreement to which the Company is bound, make distributions to the Members pro rata in proportion to their respective number of Units in an amount sufficient to cause PubCo to receive a distribution equal to the sum of all of PubCo’s federal, state, local and non-U.S. tax liabilities during the Fiscal Year or other taxable period to which the tax-related distribution under this Section 6.2 relates.

Section 6.3 Distribution Upon Withdrawal. No withdrawing Member shall be entitled to receive any distribution or the value of such Member’s Interest in the Company as a result of withdrawal from the Company prior to the liquidation of the Company, except as specifically provided in this Agreement.

Article VII
MANAGEMENT

Section 7.1 Managing Member Rights; Fiduciary Duties.

(a) PubCo shall be the sole Managing Member of the Company. Except as otherwise required by Law or expressly provided for in this Agreement, (i) the Managing Member shall have full and complete charge of all affairs of the Company, (ii) the management and control of the Company’s business activities and operations shall rest exclusively with the Managing Member, and the Managing Member shall make all decisions regarding the business, activities and operations of the Company (including the incurrence of costs and expenses) in its sole discretion without the consent of any other Member and (iii) the Members, other than the Managing Member (in their capacity as such), shall not participate in the control, management, direction or operation of the activities or affairs of the Company and shall have no power to act for or bind the Company.

(b) In connection with the performance of its duties as the Managing Member of the Company, except as otherwise set forth herein, the Managing Member acknowledges that it will owe to the Members the same fiduciary duties as it would owe to the stockholders of a Delaware corporation if it were a member of the board of directors of such a corporation and the Members were stockholders of such corporation. The Members acknowledge that the Managing Member will take action through the Board, and that the members of the Board will owe comparable fiduciary duties to the stockholders of the Managing Member.

Section 7.2 Officers.

(a) The Managing Member may appoint, employ or otherwise contract with any Person for the transaction of the business of the Company or the performance of services for or on behalf of the Company, and the Managing Member may delegate to any such Persons such authority to act on behalf of the Company as the Managing Member may from time to time deem appropriate.

(b) The Officers of the Company as of the date hereof are set forth on Exhibit B attached hereto.

(c) Except as otherwise set forth herein, the Chief Executive Officer will be responsible for the general and active management of the business of the Company and its Subsidiaries and will see that all orders of the Managing Member are carried into effect. The Chief Executive Officer will report to the Managing Member and have the general powers and duties of management usually vested in the office of chief executive officer of a corporation organized under the DGCL, subject to the terms of this Agreement, and will have such other powers and duties as may be prescribed by the Managing Member or this Agreement. The Chief Executive Officer will have the power to execute bonds, mortgages and other contracts requiring a seal, under the seal of the Company, except where required or permitted by Law to be otherwise signed and executed, and except where the signing and execution thereof will be expressly delegated by the Managing Member to some other Officer or agent of the Company.

Ex D-29

(d) Except as set forth herein, the Managing Member may appoint Officers at any time, and the Officers may include one or more vice presidents, a secretary, one or more assistant secretaries, a chief financial officer, a general counsel, a treasurer, one or more assistant treasurers, a chief operating officer, an executive chairman, and any other officers that the Managing Member deems appropriate. Except as set forth herein, the Officers will serve at the pleasure of the Managing Member, subject to all rights, if any, of such Officer under any contract of employment. Any individual may hold any number of offices, and an Officer may, but need not, be a Member of the Company. The Officers will exercise such powers and perform such duties as specified in this Agreement or as determined from time to time by the Managing Member.

(e) Subject to this Agreement and to the rights, if any, of an Officer under a contract of employment, any Officer may be removed, either with or without cause, by the Managing Member. Any Officer may resign at any time by giving written notice to the Managing Member. Any resignation will take effect at the date of the receipt of that notice or at any later time specified in that notice and, unless otherwise specified in that notice, the acceptance of the resignation will not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Company under any contract to which the Officer is a party. A vacancy in any office because of death, resignation, removal, disqualification or any other cause will be filled in the manner prescribed in this Agreement for regular appointments to that office.

(f) The Officers, in the performance of their duties as such, shall owe to the Company and the Members duties of loyalty and due care of the type owed by the officers of a corporation to such corporation and its shareholders under the DGCL.

Section 7.3 Warranted Reliance by Officers on Others. In exercising their authority and performing their duties under this Agreement, the Officers shall be entitled to rely on information, opinions, reports, or statements of the following Persons or groups unless they have actual knowledge concerning the matter in question that would cause such reliance to be unwarranted:

(a) one or more employees or other agents of the Company or subordinates whom the Officer reasonably believes to be reliable and competent in the matters presented; and

(b) any attorney, public accountant, or other Person as to matters which the Officer reasonably believes to be within such Person’s professional or expert competence.

Ex D-30

Section 7.4 Indemnification.

(a) Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is otherwise subject to or involved in any claim, demand, action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he or she is or was a director or an officer of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another company or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified by the Company to the fullest extent permitted or required by the Act and any other applicable law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than such law permitted the Company to provide prior to such amendment), against all expense, Liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewith (“Indemnifiable Losses”); provided, however, that, except as provided in Section 7.4(d) with respect to Proceedings to enforce rights to indemnification, the Company shall indemnify any such Indemnitee pursuant to this Section 7.4 in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Board.

(b) Right to Advancement of Expenses. The right to indemnification conferred in Section 7.4(a) shall include the right to advancement by the Company of any and all expenses (including, without limitation, attorneys’ fees and expenses) incurred in defending any such Proceeding in advance of its final disposition (an “Advancement of Expenses”); provided, however, that, if the Act so requires, an Advancement of Expenses incurred by an Indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such Indemnitee, including without limitation service to an employee benefit plan) shall be made pursuant to this Section 7.4(b) only upon delivery to the Company of an undertaking (an “Undertaking”), by or on behalf of such Indemnitee, to repay, without interest, all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (a “Final Adjudication”) that such Indemnitee is not entitled to be indemnified for such expenses under this Section 7.4(b). An Indemnitee’s right to an Advancement of Expenses pursuant to this Section 7.4(b) is not subject to the satisfaction of any standard of conduct and is not conditioned upon any prior determination that Indemnitee is entitled to indemnification under Section 7.4(a) with respect to the related Proceeding or the absence of any prior determination to the contrary.

(c) Contract Rights. The rights to indemnification and to the Advancement of Expenses conferred in Sections 7.4(a) and (b) shall be contract rights and such rights shall continue as to an Indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the Indemnitee’s heirs, executors and administrators.

Ex D-31

(d) Right of Indemnitee to Bring Suit. If a claim under Sections 7.4(a) or (b) is not paid in full by the Company within 60 calendar days after a written claim has been received by the Company, except in the case of a claim for an Advancement of Expenses, in which case the applicable period shall be 20 calendar days, the Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Indemnitee shall be entitled to the fullest extent permitted or required by the Act, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader reimbursements of prosecution or defense expenses than such law permitted the Company to provide prior to such amendment), to be paid also the expense of prosecuting or defending such suit. In (i) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an Advancement of Expenses) it shall be a defense that, and (ii) any suit brought by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Company shall be entitled to recover such expenses, without interest, upon a Final Adjudication that, the Indemnitee has not met any applicable standard for indemnification set forth in the Act. Neither the failure of the Company (including its Managing Member or independent legal counsel) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in the Act, nor an actual determination by the Company (including the Managing Member or independent legal counsel) that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to such suit. In any suit brought by an Indemnitee to enforce a right to indemnification or to an Advancement of Expenses hereunder, or brought by the Company to recover an Advancement of Expenses hereunder pursuant to the terms of an Undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified, or to such Advancement of Expenses, shall be on the Company.

(e) Appearance as a Witness. Notwithstanding any other provision of this Section 7.4, the Company shall pay or reimburse expenses incurred by any Person entitled to be indemnified pursuant to this Section 7.4 in connection with such Person’s appearance as a witness or other participation in a Proceeding at a time when he is not a named defendant or respondent in the Proceeding.

(f) Nonexclusivity of Rights. The rights to indemnification and the Advancement of Expenses conferred in this Section 7.4 shall not be exclusive of any other right which a Person may have or hereafter acquire under any statute, this Agreement, any agreement, any vote of stockholders or disinterested directors or otherwise. Nothing contained in this Section 7.4 shall limit or otherwise affect any such other right or the Company’s power to confer any such other right.

(g) No Duplication of Payments. The Company shall not be liable under this Section 7.4 to make any payment to an Indemnitee in respect of any Indemnifiable Losses to the extent that the Indemnitee has otherwise actually received payment (net of any expenses incurred in connection therewith and any repayment by the Indemnitee made with respect thereto) under any insurance policy or from any other source in respect of such Indemnifiable Losses.

(h) Maintenance of Insurance or Other Financial Arrangements. In compliance with applicable Law, the Company (with the approval of the Managing Member) may purchase and maintain insurance or make other financial arrangements on behalf of any Person who is or was a Member, employee or agent of the Company, or at the request of the Company, is or was serving as a manager, director, officer, employee or agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, for any Liability asserted against such Person and Liability and expenses incurred by such Person in such Person’s capacity as such, or arising out of such Person’s status as such, whether or not the Company has the authority to indemnify such Person against such expense, Liability or loss under the Act.

Ex D-32

Section 7.5 Resignation or Termination of Managing Member. PubCo shall not, by any means, resign as, cease to be or be replaced as Managing Member except in compliance with this Section 7.8. No termination or replacement of PubCo as Managing Member shall be effective unless proper provision is made, in compliance with this Agreement, so that the obligations of PubCo, its successor (if applicable) and any new Managing Member and the rights of all Members under this Agreement and applicable Law remain in full force and effect. No appointment of a Person other than PubCo (or its successor, as applicable) as Managing Member shall be effective unless PubCo (or its successor, as applicable) and the new Managing Member (as applicable) provide all other Members with contractual rights, directly enforceable by such other Members against PubCo (or its successor, as applicable) and the new Managing Member (as applicable), to cause (a) PubCo to comply with all PubCo’s obligations under this Agreement (including its obligations under Section 4.6) other than those that must necessarily be taken in its capacity as Managing Member and (b) the new Managing Member to comply with all the Managing Member’s obligations under this Agreement.

Section 7.6 No Inconsistent Obligations. The Managing Member represents that it does not have any contracts, other agreements, duties or obligations that are inconsistent with its duties and obligations (whether or not in its capacity as Managing Member) under this Agreement and covenants that, except as permitted by Section 7.1, it will not enter into any contracts or other agreements or undertake or acquire any other duties or obligations that are inconsistent with such duties and obligations.

Section 7.7 Reclassification Events of PubCo. If a Reclassification Event occurs, the Managing Member or its successor, as the case may be, shall, as and to the extent necessary, amend this Agreement in compliance with Section 12.1, and enter into any necessary supplementary or additional agreements, to ensure that, following the effective date of the Reclassification Event: (i) the redemption rights of holders of Units set forth in Section 4.6 provide that each Unit (together with the surrender and delivery of one share of Class B Common Stock) is redeemable for the same amount and same type of property, securities or cash (or combination thereof) that one share of Class A Common Stock becomes exchangeable for or converted into as a result of the Reclassification Event and (ii) PubCo or the successor to PubCo, as applicable, is obligated to deliver such property, securities or cash upon such redemption. PubCo shall not consummate or agree to consummate any Reclassification Event unless the successor Person, if any, becomes obligated to comply with the obligations of PubCo (in whatever capacity) under this Agreement.

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Section 7.8 Certain Costs and Expenses. The Company shall (i) pay, or cause to be paid, all costs, fees, operating expenses and other expenses of the Company (including the costs, fees and expenses of attorneys, accountants or other professionals and the compensation of all personnel providing services to the Company) incurred in pursuing and conducting, or otherwise related to, the activities of the Company and (ii) upon the determination of the Managing Member (acting in its sole discretion in accordance with the fiduciary duties set forth in Section 7.1(b)), reimburse the Managing Member for any costs, fees or expenses incurred by it in connection with serving as the Managing Member. To the extent that the Managing Member determines in its sole discretion that such expenses are related to the business and affairs of the Managing Member that are conducted through the Company and/or its Subsidiaries (including expenses that relate to the business and affairs of the Company and/or its Subsidiaries and that also relate to other activities of the Managing Member), the Managing Member may cause the Company to pay or bear all expenses of the Managing Member, including, without limitation, costs of securities offerings not borne directly by Members, board of directors compensation and meeting costs, costs of periodic reports to its stockholders, litigation costs and damages arising from litigation, accounting and legal costs; provided, that the Company shall not pay or bear any income tax obligations of the Managing Member. In the event that (i) shares of Class A Common Stock or other Equity Securities of PubCo were sold to underwriters in any public offering after the Effective Time, in each case, at a price per share that is lower than the price per share for which such shares of Class A Common Stock or other Equity Securities of PubCo are sold to the public in such public offering after taking into account any Discount and (ii) the proceeds from such public offering are used to fund the Cash Election Amount for any redeemed Units or otherwise contributed to the Company, the Company shall reimburse the Managing Member for such Discount by treating such Discount as an additional Capital Contribution made by the Managing Member to the Company, issuing Units in respect of such deemed Capital Contribution in accordance with Section 4.6(b)(ii), and increasing the Managing Member’s Capital Account by the amount of such Discount. For the avoidance of doubt, any payments made to or on behalf of the Managing Member pursuant to this Section 7.11 shall not be treated as a distribution pursuant to Section 6.1(a) but shall instead be treated as a cost or an expense of the Company.

Article VIII
ROLE OF MEMBERS

Section 8.1 Rights or Powers. Other than the Managing Member, the Members, acting in their capacity as Members, shall not have any right or power to take part in the management or control of the Company or its business and affairs, or to act for or bind the Company in any way. Notwithstanding the foregoing, the Members have all the rights and powers specifically set forth in this Agreement and, to the extent not inconsistent with this Agreement, in the Act. Any Member, its Affiliates and its and their employees, stockholders, agents, directors or officers may also be an employee or be retained as an agent of the Company. Except as specifically provided herein, a Member (other than the Managing Member) shall not, in its capacity as a Member, take part in the operation, management or control of the Company’s business, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company.

Section 8.2 Voting.

(a) Meetings of the Members may be called by the Managing Member. Such request shall state the location of the meeting and the nature of the business to be transacted at the meeting. Written notice of any such meeting shall be given to all Members not less than two (2) Business Days and not more than 30 days prior to the date of such meeting. Members may vote in person, by proxy or by telephone at any meeting of the Members and may waive advance notice of such meeting. Whenever the vote or consent of Members is permitted or required under this Agreement, such vote or consent may be given at a meeting of the Members or may be given in accordance with the procedure prescribed in this Section 8.2. Except as otherwise expressly provided in this Agreement, the affirmative vote of the Members holding a majority of the outstanding Units shall constitute the act of the Members; provided, that no shares of Class B Common Stock may be Transferred unless a corresponding number of Units are Transferred therewith in accordance with this Agreement.

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(b) Each Member may authorize any Person or Persons to act for it by proxy on all matters in which such Member is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. Every proxy must be signed by such Member or its attorney-in-fact. No proxy shall be valid after the expiration of 11 months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the Member executing it.

(c) Each meeting of Members shall be conducted by an Officer designated by the Managing Member or such other individual Person as the Managing Member deems appropriate.

(d) Any action required or permitted to be taken by the Members may be taken without a meeting if the requisite Members whose approval is necessary consent thereto in writing.

Section 8.3 Various Capacities. The Members acknowledge and agree that the Members or their Affiliates will from time to time act in various capacities, including as a Member or Company Representative.

Section 8.4 Investment Opportunities. To the fullest extent permitted by applicable law, the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to any Member (other than Members who are directors, officers, employees or other services providers of the Company, PubCo or any of their respective subsidiaries), any of their respective affiliates (other than the Company, the Managing Member or any of their respective subsidiaries), or any of their respective officers, directors, agents, shareholders, members, and partners (each, a “Business Opportunities Exempt Party”). The Company renounces any interest or expectancy of the Company in, or in being offered an opportunity to participate in, business opportunities that are from time to time presented to any Business Opportunities Exempt Party. No Business Opportunities Exempt Party who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Company or any of its subsidiaries shall have any duty to communicate or offer such opportunity to the Company. No amendment or repeal of this Section 8.4 shall apply to or have any effect on the liability or alleged liability of any Business Opportunities Exempt Party for or with respect to any opportunities of which any such Business Opportunities Exempt Party becomes aware prior to such amendment or repeal. Any Person purchasing or otherwise acquiring any interest in any Units shall be deemed to have notice of and consented to the provisions of this Section 8.4. Neither the alteration, amendment or repeal of this Section 8.4, nor the adoption of any provision of this Agreement inconsistent with this Section 8.4, shall eliminate or reduce the effect of this Section 8.4 in respect of any business opportunity first identified or any other matter occurring, or any cause of action, suit or claim that, but for this Section 8.4, would accrue or arise, prior to such alteration, amendment, repeal or adoption. Notwithstanding anything to the contrary set forth in this Agreement, except as otherwise required by law, neither [●] nor any of its Affiliates (including one or more associated investment funds or portfolio companies) nor any of their respective directors, officers, managers, members, equityholders or employees (each, an “Excluded Person”) shall have any duty (contractual or otherwise) to communicate or present any corporate opportunities (“Excluded Opportunities”) to the Company, PubCo or any of their respective subsidiaries, Affiliates or equityholders, and the Company and each of the Members, on its own behalf and on behalf of their respective Affiliates and equityholders, hereby irrevocably waive any right to require any Excluded Person to act in a manner inconsistent with the provisions of this Section 8.4. Furthermore, none of the Company or its subsidiaries or any Member will acquire or be entitled to any interest or participation in any Excluded Opportunities as a result of the participation therein by an Excluded Person.

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Article IX
TRANSFERS OF INTERESTS

Section 9.1 Restrictions on Transfer.

(a) Except as provided in Section 4.6, no Member shall Transfer all or any portion of its Interest without the Managing Member’s prior written consent, which consent shall be granted or withheld in the Managing Member’s sole discretion. If, notwithstanding the provisions of this Section 9.1(a), all or any portion of a Member’s Interests are Transferred in violation of this Section 9.1(a), involuntarily, by operation of law or otherwise, then without limiting any other rights and remedies available to the other parties under this Agreement or otherwise, the Transferee of such Interest (or portion thereof) shall not be admitted to the Company as a Member nor be entitled to any rights as a Member hereunder, and the Transferor will continue to be bound by all obligations hereunder, unless and until the Managing Member consents in writing to such admission, which consent shall be granted or withheld in the Managing Member’s sole discretion. Any attempted or purported Transfer of all or a portion of a Member’s Interests in violation of this Section 9.1(a) shall, to the fullest extent permitted by law, be null and void and of no force or effect whatsoever. For the avoidance of doubt, the restrictions on Transfer contained in this Article IX shall not apply to the Transfer of any capital stock of the Managing Member; provided, that no shares of Class B Common Stock may be Transferred unless a corresponding number of Units are Transferred therewith in accordance with this Agreement. Notwithstanding the foregoing, but subject to any other restrictions on Transfers set forth in this Agreement, (i) Atlas may distribute a number of Common Units (and corresponding shares of Class B Common Stock) to its limited partners (including Atlas Technical Consultants Management LLC) in accordance with the provisions of Seller’s limited partnership agreement and Atlas Technical Consultants Management LLC may distribute the Common Units (and corresponding shares of Class B Common Stock) it receives in such distribution to its members; provided, that (A) such limited partners are not Affiliates of [Bernhard Capital Partners Management LP], which for the avoidance of doubt shall not include Atlas Technical Consultants Management LLC nor its members, (B) such distributions are made solely in connection with the distribution of cash proceeds received in connection with the consummation of the transactions contemplated by the Purchase Agreement, and (C) such distributions shall not exceed [ ___ ]² Common Units (and corresponding shares of Class B Common Stock), and (ii) after [ __ ], 2020³, (A) any Member that is an entity may elect to make an in-kind distribution of all or any portion of its Interests to its members, partners or stockholders, as applicable, in each case in accordance with the terms of its operating agreement, and (B) [Bernhard Capital Partners Management LP] and its Affiliates shall be permitted to Transfer all or any portion of their respective Interests to any Person so long as such Transfer would not cause the Company to be treated as a “publicly traded partnership” within the meaning of Section 7704 of the Code or a successor provision.

² Note to Draft: To be mutually determined prior to Closing, but in any event shall be the minimum number of Units to be issued to managers based on the “fair market value” of such units and the cash received from the Transaction and distributed to BCP following the Closing in order to ensure compliance with Atlas’ waterfall.

³ Note to Draft: To be 6 months following the Closing.

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(b) In addition to any other restrictions on Transfer contained herein, including the provisions of this Article IX, in no event may any Transfer or assignment of Interests by any Member be made (i) to any Person who lacks the legal right, power or capacity to own Interests; (ii) if such Transfer would (A) be considered to be effected on or through an “established securities market” or a “secondary market or the substantial equivalent thereof’ as such terms are used in Treasury Regulations Section 1.7704-1, (B) result in the Company having more than 100 partners, within the meaning of Treasury Regulations Section 1.7704-1(h)(1) (determined taking into account the rules of Treasury Regulations Section 1.7704-1(h)(3)), or (C) cause the Company to be treated as a “publicly traded partnership” within the meaning of Section 7704 of the Code or a successor provision or to be taxed as a corporation pursuant to the Code or successor of the Code; (iii) if such Transfer would cause the Company to become, with respect to any employee benefit plan subject to Title I of ERISA, a “party-in-interest” (as defined in Section 3 (14) of ERISA) or a “disqualified person” (as defined in Section 4975(e)(2) of the Code); (iv) if such Transfer would, in the opinion of counsel to the Company, cause any portion of the assets of the Company to constitute assets of any employee benefit plan pursuant to the Plan Asset Regulations or otherwise cause the Company to be subject to regulation under ERISA; (v) if such Transfer requires the registration of such Interests or any Equity Securities issued upon any exchange of such Interests, pursuant to any applicable U.S. federal or state securities Laws; or (vi) if such Transfer subjects the Company to regulation under the Investment Company Act or the Investment Advisors Act of 1940, each as amended (or any succeeding law). Any attempted or purported Transfer of all or a portion of a Member’s Interests in violation of this Section 9.1(b) shall be null and void and of no force or effect whatsoever.

Section 9.2 Notice of Transfer. Other than in connection with Transfers made pursuant to Section 4.6, each Member shall, after complying with the provisions of this Agreement, but in any event no later than three Business Days following any Transfer of Interests, give written notice to the Company of such Transfer. Each such notice shall describe the manner and circumstances of the Transfer.

Section 9.3 Transferee Members. A Transferee of Interests pursuant to this Article IX shall have the right to become a Member only if (i) the requirements of this Article IX are met, (ii) such Transferee executes an instrument reasonably satisfactory to the Managing Member agreeing to be bound by the terms and provisions of this Agreement and assuming all of the Transferor’s then existing and future Liabilities arising under or relating to this Agreement, (iii) such Transferee represents that the Transfer was made in accordance with all applicable securities Laws, (iv) the Transferor or Transferee shall have reimbursed the Company for all reasonable expenses (including attorneys’ fees and expenses) of any Transfer or proposed Transfer of a Member’s Interest, whether or not consummated and (v) if such Transferee or his or her spouse is a resident of a community property jurisdiction, then such Transferee’s spouse shall also execute an instrument reasonably satisfactory to the Managing Member agreeing to be bound by the terms and provisions of this Agreement to the extent of his or her community property or quasi-community property interest, if any, in such Member’s Interest. Unless agreed to in writing by the Managing Member, the admission of a Member shall not result in the release of the Transferor from any Liability that the Transferor may have to each remaining Member or to the Company under this Agreement or any other Contract between the Managing Member, the Company or any of its Subsidiaries, on the one hand, and such Transferor or any of its Affiliates, on the other hand. Written notice of the admission of a Member shall be sent promptly by the Company to each remaining Member. Notwithstanding anything to the contrary in this Section 9.3, and except as otherwise provided in this Agreement, following a Transfer by one or more Members (or a transferee of the type described in this sentence) to a Transferee of all or substantially all of their Interests, such transferee shall succeed to all of the rights of such Member(s) under this Agreement.

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Section 9.4 Legend. Each certificate representing a Unit, if any, will be stamped or otherwise imprinted with a legend in substantially the following form:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.

THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT.

THE TRANSFER AND VOTING OF THESE SECURITIES IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ATLAS TC HOLDINGS LLC, DATED AS OF [●], 2019, AMONG THE MEMBERS LISTED THEREIN, AS IT MAY BE AMENDED, SUPPLEMENTED AND/OR RESTATED FROM TIME TO TIME, (COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF THE COMPANY AND SHALL BE PROVIDED FREE OF CHARGE TO ANY MEMBER MAKING A REQUEST THEREFOR) AND NO TRANSFER OF THESE SECURITIES WILL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED.

Article X
ACCOUNTING

Section 10.1 Books of Account. The Company shall, and shall cause each Subsidiary to, maintain true books and records of account in which full and correct entries shall be made of all its business transactions pursuant to a system of accounting established and administered in accordance with GAAP, and shall set aside on its books all such proper accruals and reserves as shall be required under GAAP.

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Section 10.2 Tax Elections.

(a) The Company and any eligible Subsidiary shall make an election (or continue a previously made election) pursuant to Section 754 of the Code for the taxable year of the Company that includes the date hereof, shall not thereafter revoke such election and shall make a new election pursuant to Section 754 of the Code to the extent necessary following any “termination” of the Company or the Subsidiary, as applicable, under Section 708 of the Code. In addition, the Company shall make the following elections on the appropriate forms or tax returns:

(i) to adopt the calendar year as the Company’s Fiscal Year, if permitted under the Code;

(ii) to adopt the accrual method of accounting for U.S. federal income tax purposes;

(iii) to elect to amortize the organizational expenses of the Company as permitted by Section 709(b) of the Code; and

(iv) except as otherwise provided in this Agreement, any other election the Managing Member may deem appropriate and in the best interests of the Company.

Section 10.3 Tax Returns; Information. The Company Representative shall arrange for the preparation and timely filing of all income and other tax and informational returns of the Company. The Company Representative shall furnish to each Member a copy of each approved return and statement, together with any schedules or other information which each Member may require in connection with such Member’s own tax affairs as soon as practicable (but in no event more than [ninety]⁴ days after the end of each Fiscal Year). The Members agree to take all actions reasonably requested by the Company or the Company Representative to comply with the Bipartisan Budget Act, including where applicable, filing amended returns as provided in Sections 6225 or 6226 of the Code and providing confirmation thereof to the Company Representative, or to otherwise allow the Company or Company Representative to avoid or reduce any. To the fullest extent allowable by law, and except with respect to the information described in the first sentence of this Section 10.3, each Member (other than the Managing Member) hereby waives all rights to any information that it may otherwise obtain pursuant to Section 18-505 of the Act.

Section 10.4 Company Representative. The Managing Member is specially authorized and appointed to act as the Company Representative. The Company Representative may retain, at the Company’s expense, such outside counsel, accountants and other professional consultants as it may reasonably deem necessary in the course of fulfilling its obligations as Company Representative.

Section 10.5 Withholding Tax Payments and Obligations.

(a) Upon providing reasonable advance written notice of its intention to withhold and giving a Member a reasonable opportunity to demonstrate that withholding may not be required or, alternatively, that withholding at a lesser tax rate may be permissible, the Company and its Subsidiaries may withhold from distributions, allocations or portions thereof if it is required to do so by any applicable rule, regulation or law, and each Member hereby authorizes the Company and its Subsidiaries to withhold or pay on behalf of or with respect to such Member any amount of taxes that the Managing Member determines, in Good Faith, that the Company or any of its Subsidiaries is required to withhold or pay with respect to any amount distributable or allocable to such Member pursuant to this Agreement.

⁴ Note to Draft: Subject to confirmation by Buyer.

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(b) To the extent that any tax is paid by (or withheld from amounts payable to) the Company or any of its Subsidiaries and the Managing Member determines, in Good Faith, that such tax relates to one or more specific Members (including any tax payable by the Company or any of its Subsidiaries pursuant to Section 6225 of the Code with respect to items of income, gain, loss deduction or credit allocable or attributable to such Member), such tax shall be treated as an amount of taxes withheld or paid with respect to such Member pursuant to this Section 10.5.

(c) For all purposes under this Agreement, any amounts withheld or paid with respect to a Member pursuant to this Section 10.5 shall be treated as if distributed to such Member at the time such withholding or payment is made. Further, to the extent that the cumulative amount of such withholding or payment for any period exceeds the distributions to which such Member is entitled for such period, the amount of such excess shall be considered a loan from the Company to such Member, with interest accruing at the Prime Rate in effect from time to time, compounded annually. The Managing Member may, in its discretion, either demand payment of the principal and accrued interest on such demand loan at any time (which payment shall not be deemed a Capital Contribution for purposes of this Agreement), and enforce payment thereof by legal process, or may withhold from one or more distributions to a Member amounts sufficient to satisfy such Member’s obligations under any such demand loan.

(d) Neither the Company nor the Managing Member shall be liable for any excess taxes withheld in respect of any Member, and, in the event of over withholding, a Member’s sole recourse shall be to apply for a refund from the appropriate Governmental Entity.

(e) Notwithstanding any other provision of this Agreement, (i) any Person who ceases to be a Member shall be treated as a Member for purposes of this Section 10.5 and (ii) the obligations of a Member pursuant to this Section 10.5 shall survive indefinitely with respect to any taxes withheld or paid by the Company that relate to the period during which such Person was actually a Member, regardless of whether such taxes are assessed, withheld or otherwise paid during such period.

Article XI
DISSOLUTION

Section 11.1 Liquidating Events. The Company shall dissolve and commence winding up and liquidating upon the first to occur of the following (each, a “Liquidating Event”):

(a) the sale of all or substantially all of the assets of the Company;

(b) the determination of the Managing Member to dissolve the Company;

(c) the termination of the legal existence of the last remaining member of the Company or the occurrence of any other event which terminates the continued membership of the last remaining member of the Company in the Company unless the Company is continued without dissolution in a manner permitted by this Agreement or the Act; and

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(d) the entry of a decree of judicial dissolution under Section 18‒802 of the Act.

The Members hereby agree that the Company shall not dissolve prior to the occurrence of a Liquidating Event and that no Member shall seek a dissolution of the Company, under Section 18-802 of the Act or otherwise, other than based on the matters set forth in subsections (a) and (b) above. In the event of a dissolution pursuant to Section 11.1(b), the relative economic rights of each class of Units immediately prior to such dissolution shall be preserved to the greatest extent practicable with respect to distributions made to Members pursuant to Section 11.3 in connection with such dissolution, taking into consideration tax and other legal constraints that may adversely affect one or more parties to such dissolution and subject to compliance with applicable laws and regulations, unless, with respect to any class of Units, holders of a majority of the Units of such class consent in writing to a treatment other than as described above.

Section 11.2 Bankruptcy. For purposes of this Agreement, the “bankruptcy” of a Member shall mean the occurrence of any of the following: (a) (i) any Governmental Entity shall take possession of any substantial part of the property of that Member or shall assume control over the affairs or operations thereof (ii) or a receiver or trustee shall be appointed, or a writ, order, attachment or garnishment shall be issued with respect to any substantial part thereof, and such possession, assumption of control, appointment, writ or order shall continue for a period of 90 consecutive days, (b) a Member shall (i) admit in writing of its inability to pay its debts when due, or make an assignment for the benefit of creditors, (ii) apply for or consent to the appointment of any receiver, trustee or similar officer or for all or any substantial part of its property or (iii) institute (by petition, application, answer, consent or otherwise) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debts, dissolution, liquidation, or similar proceeding under the Laws of any jurisdiction or (c) a receiver, trustee or similar officer shall be appointed for such Member or with respect to all or any substantial part of its property without the application or consent of that Member, and such appointment shall continue undischarged or unstayed for a period of 90 consecutive days or any bankruptcy, insolvency, reorganization, arrangements, readjustment of debt, dissolution, liquidation or similar proceedings shall be instituted (by petition, application or otherwise) against that Member and shall remain undismissed for a period of 90 consecutive days.

Section 11.3 Procedure.

(a) In the event of the dissolution of the Company for any reason, the Members shall commence to wind up the affairs of the Company and to liquidate the Company’s investments; provided, that if a Member is in bankruptcy or dissolved, the Managing Member shall commence to wind up the affairs of the Company and, subject to Section 11.4(a), the Managing Member shall have full right and unlimited discretion to determine in Good Faith the time, manner and terms of any sale or sales of the Property or other assets pursuant to such liquidation, having due regard to the activity and condition of the relevant market and general financial and economic conditions. The Members shall continue to share profits and losses during the period of liquidation in the same manner and proportion as though the Company had not dissolved. The Company shall engage in no further business except as may be necessary, in the reasonable discretion of the Managing Member, to preserve the value of the Company’s assets during the period of dissolution and liquidation.

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(b) Following the allocation of all Profits and Losses as provided in Article V, the proceeds of the liquidation and any other funds of the Company shall be distributed in the following order of priority:

(i) First, to set up such cash reserves which the Managing Member reasonably deems necessary for contingent, conditional or unmatured Liabilities or future payments described in Section 11.3(b) (which reserves when they become unnecessary shall be distributed in accordance with the provisions of subsection (iii), below);

(ii) Second, to the payment of all expenses of liquidation and discharge of all of the Company’s debts and Liabilities to creditors (whether third parties or, to the fullest extent permitted by law, Members), in the order of priority as provided by Law, except any obligations to the Members in respect of their Capital Accounts or liabilities under 18-601 or 18-604 of the Act; and

(iii) Third, the balance to the Members, pro rata in proportion to their respective ownership of Units.

(c) Except as provided in Section 11.4(a), no Member shall have any right to demand or receive property other than cash upon dissolution and termination of the Company.

(d) Upon the completion of the liquidation of the Company and the distribution of all Company funds, the Company shall terminate and the Managing Member shall have the authority to execute and record a certificate of cancellation of the Company, as well as any and all other documents required to effectuate the dissolution and termination of the Company.

Section 11.4 Rights of Members.

(a) Each Member irrevocably waives any right that it may have to maintain an action for partition with respect to the property of the Company.

(b) Except as otherwise provided in this Agreement, (i) each Member shall look solely to the assets of the Company for the return of its Capital Contributions, and (ii) no Member shall have priority over any other Member as to the return of its Capital Contributions, distributions or allocations.

Section 11.5 Notices of Dissolution. In the event a Liquidating Event occurs or an event occurs that would, but for the provisions of Section 11.1, result in a dissolution of the Company, the Company shall, within 30 days thereafter, (a) provide written notice thereof to each of the Members and to all other parties with whom the Company regularly conducts business (as determined in the discretion of the Managing Member), and (b) comply, in a timely manner, with all filing and notice requirements under the Act or any other applicable Law.

Section 11.6 Reasonable Time for Winding Up. A reasonable time shall be allowed for the orderly winding up of the business and affairs of the Company and the liquidation of its assets in order to minimize any losses that might otherwise result from such winding up.

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Section 11.7 No Deficit Restoration. No Member shall be personally liable for a deficit Capital Account balance of that Member, it being expressly understood that the distribution of liquidation proceeds shall be made solely from existing Company assets.

Article XII
GENERAL

Section 12.1 Amendments; Waivers.

(a) The terms and provisions of this Agreement may be waived, modified or amended (including by means of merger, consolidation or other business combination to which the Company is a party) only with both (y) the approval of the Managing Member and (z) except for any amendment pursuant to Section 7.8, if, at such time, Atlas beneficially owns any Units, the approval of BCP; provided, that no waiver, modification or amendment shall be effective until after written notice is provided to the Members that the requisite consent has been obtained for such waiver, modification or amendment, and, for the avoidance of doubt, any Member, including any Member not providing written consent, shall have the right to file a Redemption Notice prior to the effectiveness of such waiver, modification or amendment; provided, further, that no amendment to this Agreement may:

(i) modify the limited liability of any Member, or increase the liabilities or obligations of any Member, in each case, without the prior written consent of each such affected Member; or

(ii) except as provided in the provisos in the last sentence of Section 4.3, alter or change any rights, preferences or privileges of any Interests in a manner that is different or prejudicial relative to any other Interests, without the prior written approval of a majority in interest of the Members holding the Interests affected in such a different or prejudicial manner.

(b) Notwithstanding the foregoing subsection (a), the Managing Member, acting alone, may amend this Agreement, including Exhibit A, (i) to reflect the admission of new Members, Transfers of Interests, the issuance of additional Units or Equity Securities, as provided by the terms of this Agreement, and, subject to Section 12.1(a), subdivisions or combinations of Units made in compliance with Section 4.1(g) and (ii) as necessary, and solely to the extent necessary, in the reasonable advice of legal counsel or a qualified tax advisor (including any nationally recognized accounting firm) to the Company, to avoid the Company being classified as a “publicly traded partnership” within the meaning of Section 7704(b) of the Code.

(c) No waiver of any provision or default under, nor consent to any exception to, the terms of this Agreement or any agreement contemplated hereby shall be effective unless in writing and signed by the Party to be bound and then only to the specific purpose, extent and instance so provided.

Section 12.2 Further Assurances. Each Party agrees that it will from time to time, upon the reasonable request of another Party, execute such documents and instruments and take such further action as may be required to accomplish the purposes of this Agreement.

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Section 12.3 Successors and Assigns. All of the terms and provisions of this Agreement shall be binding upon the parties and their respective successors and assigns, but shall inure to the benefit of and be enforceable by the successors and assigns of any Member only to the extent that they are permitted successors and assigns pursuant to the terms hereof. No party may assign its rights hereunder except as herein expressly permitted.

Section 12.4 Entire Agreement. This Agreement, together with all Exhibits and Schedules hereto and all other agreements referenced therein and herein, constitute the entire agreement between the parties hereto pertaining to the subject matter hereof and supersede all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the parties and there are no warranties, representations or other agreements between the parties in connection with the subject matter hereof except as specifically set forth herein and therein.

Section 12.5 Rights of Members Independent. The rights available to the Members under this Agreement and at Law shall be deemed to be several and not dependent on each other and each such right accordingly shall be construed as complete in itself and not by reference to any other such right. Any one or more and/or any combination of such rights may be exercised by a Member and/or the Company from time to time and no such exercise shall exhaust the rights or preclude another Member from exercising any one or more of such rights or combination thereof from time to time thereafter or simultaneously.

Section 12.6 Governing Law. This Agreement, the legal relations between the parties and any Action, whether contractual or non-contractual, instituted by any Party with respect to matters arising under or growing out of or in connection with or in respect of this Agreement, shall be governed by and construed in accordance with the Laws of the State of Delaware applicable to contracts made and performed in such State and without regard to conflicts of law doctrines, except to the extent that certain matters are preempted by federal Law.

Section 12.7 Jurisdiction and Venue. The parties hereto hereby agree and consent to be subject to the jurisdiction of any federal court of the District of Delaware or the Delaware Court of Chancery over any Action arising out of or in connection with this Agreement. The parties hereto irrevocably waive the defense of an inconvenient forum to the maintenance of any such Action. Each of the parties hereto further irrevocably consents, to the fullest extent permitted by law, to the service of process out of any of the aforementioned courts in any such Action by the mailing of copies thereof by registered mail, postage prepaid, to such Party at its address set forth in this Agreement, such service of process to be effective upon acknowledgment of receipt of such registered mail. Nothing in this Section 12.7 shall affect the right of any Party hereto to serve legal process in any other manner permitted by law.

Section 12.8 Headings. The descriptive headings of the Articles, Sections and subsections of this Agreement are for convenience only and do not constitute a part of this Agreement.

Ex D-44

Section 12.9 Counterparts. This Agreement and any amendment hereto or any other agreement (or document) delivered pursuant hereto may be executed in one or more counterparts and by different parties in separate counterparts. All of such counterparts shall constitute one and the same agreement (or other document) and shall become effective (unless otherwise provided therein) when one or more counterparts have been signed by each Party and delivered to the other Party. Any signature hereto delivered by a Party by facsimile or other means of electronic transmission shall be deemed an original signature hereto.

Section 12.10 Notices. Any notice, request, demand or other communication hereunder must be given in writing and (a) delivered in person, (b) transmitted by facsimile, by telecommunications mechanism or electronically or (c) mailed by certified or registered mail, postage prepaid, receipt requested as follows:

If to the Company or the Managing Member, addressed to it at:

[●]

13215 Bee Cave Parkway

Bldg. A, Suite 260

Austin, Texas 78738

Attention: L. Joseph Boyer

Email: joe.boyer@atlastechnical.us

and

[●]

8801 Calera Drive

Austin, Texas 78735
Attention: Steve Kadenacy
Email: sk@boxwoodmc.com

With copies (which shall not constitute notice) to:

Kirkland & Ellis, LLP
609 Main Street, Suite 4700
Houston, TX 77002

Fax:	(713) 836-3601
Email:	wbenitez@kirkland.com
	julian.seiguer@kirkland.com
Attention:	William J. Benitez, P.C.
	Julian J. Seiguer, P.C.

Ex D-45

and

Winston & Strawn

200 Park Avenue

New York, New York 10166-4193

Fax:	(212) 294-5336
Email:	jrubinstein@winston.com
	josborn@winston.com
Attention:	Joel Rubinstein
	Jason Osborn

or to such other address or to such other Person as either Party shall have last designated by such notice to the other parties. Each such notice or other communication shall be effective (i) if given by telecommunication or electronically, when transmitted to the applicable number or electronic mail address so specified in (or pursuant to) this Section 12.10 and an appropriate answerback is received or, if transmitted after 5:00 p.m. Texas time on a Business Day in the jurisdiction to which such notice is sent or at any time on a day that is not a Business Day in the jurisdiction to which such notice is sent, then on the immediately following Business Day, (ii) if given by mail, on the first Business Day in the jurisdiction to which such notice is sent following the date three days after such communication is deposited in the mails with first class postage prepaid, addressed as aforesaid or (iii) if given by any other means, on the Business Day when actually received at such address or, if not received on a Business Day, on the Business Day immediately following such actual receipt.

Section 12.11 Representation by Counsel; Interpretation. The Parties acknowledge that each Party to this Agreement has been represented by counsel in connection with this Agreement and the transactions contemplated by this Agreement. Accordingly, any rule of Law, or any legal decision that would require interpretation of any claimed ambiguities in this Agreement against the party that drafted it has no application and is expressly waived.

Section 12.12 Severability. If any provision of this Agreement is determined to be invalid, illegal or unenforceable by any Governmental Entity, the remaining provisions of this Agreement, to the extent permitted by Law shall remain in full force and effect; provided, that the essential terms and conditions of this Agreement for all parties remain valid, binding and enforceable.

Section 12.13 Expenses. Except as otherwise provided in this Agreement, each Party shall bear its own expenses in connection with the transactions contemplated by this Agreement.

Section 12.14 Waiver of Jury Trial. EACH OF THE COMPANY, THE MEMBERS, THE MANAGING MEMBER AND ANY INDEMNITEES SEEKING REMEDIES HEREUNDER, HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN RESPECT OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION BASED ON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, VERBAL OR WRITTEN STATEMENT OR ACTION OF ANY MEMBER OR INDEMNITEE, IN EACH CASE, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE.

Ex D-46

Section 12.15 No Third Party Beneficiaries. Except as expressly provided in Sections 7.4 and 10.2, nothing in this Agreement, express or implied, is intended to confer upon any Party, other than the parties hereto and their respective successors and permitted assigns, any rights or remedies under this Agreement or otherwise create any third party beneficiary hereto.

Section 12.16 No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement (except in the case of the immediately succeeding sentence) or any document, agreement, or instrument delivered contemporaneously herewith, and notwithstanding the fact that any Party may be a partnership or limited liability company, each Party hereto, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the Parties shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any Party (or any of their successor or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Party (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the Parties (each, but excluding for the avoidance of doubt, the Parties, a “Party Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Party Affiliates, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Party Affiliate, as such, for any obligations of the applicable party under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation. Notwithstanding the foregoing, a Party Affiliate may have obligations under any documents, agreements or instruments delivered contemporaneously herewith or otherwise contemplated by this Agreement if such Party Affiliate is a party to such document, agreement, agreement or instrument. Except to the extent otherwise expressly set forth in, and subject in all cases to the terms and conditions of and limitations herein, this Agreement may only be enforced against, and any claim or cause of action of any kind based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the Persons that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such Party. Each Party Affiliate is expressly intended as a third party beneficiary of this Section 12.16.

[Signatures on Next Page]

Ex D-47

IN WITNESS WHEREOF, each of the Parties hereto has caused this Amended and Restated Limited Liability Company Agreement to be executed as of the day and year first above written.

COMPANY:

ATLAS TC HOLDINGS LLC

By:

Name:

Title:

MANAGING MEMBER:

BOXWOOD MERGER CORP.

By:

Name:

Title:

MEMBERS:

ATLAS TECHNICAL CONSULTANTS HOLDINGS LP

By: Atlas Technical Consultants Holdings GP LLC

Its:  General Partner

By:

Name:

Title:

Signature Page to Amended and Restated Limited Liability Company Agreement of Atlas TC Holdings LLC

Ex D-48

EXHIBIT A

Members	Number of Shares of Class B  Common Stock Owned	Number of Units Owned	Closing Date Capital Account Balance
Boxwood Merger Corp.	[●]	[●]	[●]
Atlas Technical Consultants Holdings LP	[●]	[●]	[●]

Exhibit A to the Amended and Restated Limited Liability Company Agreement of Atlas TC Holdings LLC

Ex D-49

EXHIBIT B

Officer Listing

Exhibit B to the Amended and Restated Limited Liability Company Agreement of Atlas Intermediate Holdings LLC

Ex D-50

EXHIBIT E

FIRPTA CERTIFICATES

(see attached)

Exhibit E to Unit Purchase Agreement

Certificate of Non-foreign Status

[●], 2019

Section 1445 of the Internal Revenue Code of 1986, as amended (the “Code”) provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person. For U.S. tax purposes (including Section 1445 of the Code), the owner of a disregarded entity (which has legal title to a U.S. real property interest under local law) will be the transferor of the property and not the disregarded entity. To inform Boxwood Merger Corp., a Delaware corporation (“Transferee”), that withholding of tax is not required upon disposition of a U.S. real property interest by Atlas Technical Consultants Holdings LP, a Delaware limited partnership (“Transferor”), the undersigned hereby certifies the following on behalf of Transferor:

(i) Transferor is not a foreign corporation, foreign partnership, foreign trust or foreign estate (as those terms are defined in the Code and Treasury Regulations);

(ii) Transferor’s U.S. employer identification number is 82-2810333;

(iii) Transferor’s principal office address is 400 Convention Street, Suite 1010, Baton Rouge, Louisiana 70802; and

(iv) Transferor is not a disregarded entity as defined in Treasury Regulations § 1.1445-2(b)(2)(iii).

Transferor understands that this certification may be disclosed to the Internal Revenue Service by Transferee and that any false statement contained herein could be punishable by fine, imprisonment or both.

Under penalties of perjury I declare that I have examined this certification and to the best of my knowledge and belief it is true, correct and complete, and I further declare that I have authority to sign this document on behalf of the undersigned Transferor.

[Remainder of page intentionally left blank]

Ex E-1

Executed as of the date first written above.

TRANSFEROR:
ATLAS TECHNICAL CONSULTANTS HOLDINGS LP
By:	Atlas Technical Consultants Holdings GP LLC
Its:	General Partner
By:
Name:
Title:

Signature Page to FIRPTA Certificate

Ex E-2

EXHIBIT F

BCP RESTRICTIVE COVENANT AGREEMENT

(see attached)

Exhibit F to Unit Purchase Agreement

RESTRICTIVE COVENANT AGREEMENT

THIS RESTRICTIVE COVENANT AGREEMENT (this “Agreement”) is made as of [__], 2019,¹ by and between Atlas TC Holdings LLC, a Delaware limited liability company (“Holdings”), Atlas Technical Consultants SPV, LLC, a Delaware limited liability company (“ATC SPV”) and Arrow Environmental SPV, LLC, a Delaware limited liability company (together with ATC SPV, “BCP”).

RECITALS:

A.  Reference herein is made to that certain Unit Purchase Agreement, dated as of August [●], 2019 (as amended, restated or otherwise modified from time to time, the “Purchase Agreement”), by and among Boxwood Merger Corp., a Delaware corporation (“Parent”), Holdings, Atlas TC Buyer LLC, a Delaware limited liability company (“Buyer”), Atlas Intermediate Holdings LLC, a Delaware limited liability company (“Atlas”, and together with its Subsidiaries, the “Company”), and Atlas Technical Consultants Holdings LP, a Delaware limited partnership and subsidiary of BCP (“Seller”), pursuant to which Buyer is purchasing certain issued and outstanding equity interests of Atlas from Seller (the “Transaction”). Capitalized terms not expressly defined in this Agreement shall have the meanings ascribed to them in the Purchase Agreement.

B.  BCP acknowledges and agrees that (i) this Agreement is being entered into as part of the consummation of the Purchase Agreement and the Transaction, (ii) the covenants and agreements set forth in this Agreement are a material inducement to, and a condition precedent of, the Buyer Group consummating the Transaction, (iii) BCP shall receive substantial benefits by the consummation of the Transaction (including specifically its portion of the proceeds received by Seller in connection with the Transaction) and (iv) the Buyer Group and their Affiliates would not obtain the benefit of the bargain set forth in the Purchase Agreement as specifically negotiated by the parties thereto (including specifically the full benefit of the acquisition of the Purchased Units of Atlas by Buyer) if BCP breached the provisions of this Agreement.

C.  BCP further acknowledges and agrees that, as of the date of the Transaction, it directly or indirectly owns an equity interest in Seller and, pursuant to the Transaction, Seller is selling the Purchased Units to Buyer. BCP acknowledges and understands that the following covenants and obligations placed upon it are necessary and appropriate to protect the value of the goodwill, confidential and proprietary information and trade secrets being acquired by Buyer.

D.  BCP also acknowledges that prior to the Transaction, BCP may have been provided access to the Company’s Proprietary Information. Therefore, BCP agrees that it is fair and reasonable for the Company to enter into this Agreement with BCP to protect itself from the risk of misappropriation of Proprietary Information. For purposes of this Agreement, the term “Proprietary Information” means information of the Company acquired by BCP or its Affiliates (other than the Company) prior to the Closing Date (i) that is designated as “confidential” by the Company, or (ii) that the Company expressly indicates, prior to the Closing, through its policies, procedures, or other instructions should not be disclosed to anyone outside each such organization. Notwithstanding anything to the contrary contained in this Agreement, Proprietary Information shall not include information that (a) is or, other than as a result of BCP’s disclosure in breach of this Agreement, later becomes generally available to the public, (b) to the knowledge of BCP, is properly obtained by BCP or its Affiliates from an independent source under no obligation of confidentiality with respect to such information owed to Buyer or the Company, (c) is information already in BCP’s possession that is not solely related or otherwise unique to the Company or (d) is information developed by, or on behalf of, BCP or its Affiliates, without reference to or the use of Proprietary Information. Proprietary Information may be provided in any form, including electronic, oral, visual, or written form, whether or not it is marked as being confidential. Proprietary Information need not be a trade secret or know-how to be protected under this Agreement. By way of illustration, but not limitation, Proprietary Information may include any confidential information of the Company as of the Closing about the business, methods, business plans, operations, products, processes, and services of the Company or any Customer thereof. Proprietary Information may also include, without limitation, confidentially held information of the Company as of the Closing pertaining to: (i) the identities of the Company’s actual Customers, as well as the names, addresses, phone numbers and e-mail addresses of contact persons and/or decision-makers employed by Customers; (ii) the volume of business and the nature of the business relationship between Buyer or the Company and their Customers; (iii) the pricing of the Company’s products, services and technology, including any deviations from its standard pricing for particular Customers, as well as the financing methods employed by and arrangements with existing or prospective Customers; (iv) information regarding the Company’s employees, including their identities, skills, talents, knowledge, experience, compensation, and preferences; (v) business plans and strategies, marketing and sales plans and strategies, revenue, expense and profit projections, industry analyses, and any proposed or actual implemented technology changes; (vi) information about financial results and business condition; (vii) computer programs, software, source code, and program designs developed by or for the Company and/or tailored to their needs by their employees, independent contractors, consultants or vendors; and (viii) all technology developed, enhanced, produced, employed, and/or distributed by the Company. Proprietary Information includes trade secrets and know-how.

¹ Note to Draft: To be executed as of the Closing Date.

Ex F-1

E.  BCP also agrees that the Company has developed, over a period of time, and will continue to develop, goodwill between itself and its Customers. BCP further acknowledges that this goodwill is a valuable asset belonging solely to the Company, and the Company’s successors and/or assigns. For purposes of this Agreement, the term "Customer" means any individual, proprietorship, partnership, corporation, association, or other entity that has purchased or acquired products or services from, the Company during the 12 month period prior to the Closing.

F.  BCP agrees that, as part of its or its Affiliates ownership of the Company, BCP is familiar with the compensation and benefits, capabilities, experiences and skills of a number of the Company’s employees. All such information may constitute Proprietary Information.

AGREEMENT:

NOW THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, including the Proprietary Information that BCP acquired as a result of BCP’s position with, and ownership interest in, the Company, the receipt and sufficiency of which are hereby acknowledged, it is agreed:

1. Restrictive Covenants.

As an inducement for Parent, Holdings and Buyer to enter into the Purchase Agreement, for the protection of the goodwill of the Company, and as additional consideration for the consideration to be paid under the Purchase Agreement, the parties hereto agree as follows:

(a) Ancillary to the enforceable promises set forth herein, BCP agrees that for a period of two years from and after the Closing Date, BCP shall not, and shall cause its Affiliates not to, directly or indirectly:

(i) induce or attempt to induce any of the persons set forth on Schedule 1 hereto (each, an “Executive” and, collectively, the “Executives”) or other executive officer of the Company (as of the Closing) to leave the employ of the Company; provided, however, that notwithstanding the promises and covenants within this Section 1(a)(i), BCP shall not be precluded from (A) engaging in general solicitations or advertising for personnel, including advertisements and searches conducted by a headhunter agency, provided that such solicitation, advertising or searches are not specifically directed at any such employees of the Company; and (B) subject to Section 1(a)(ii), hiring any such person who contacts BCP or its Affiliates in response to solicitations or advertising under the foregoing clause (A);

Ex F-2

(ii) hire any Executive who was employed by the Company at any time during the 12 month period prior to the Closing; or

(iii) induce or attempt to induce any Person that is, to BCP’s knowledge, a Customer, supplier or material business relation of the Company (including any Person that, to BCP’s knowledge, was a Customer, supplier or other material business relation of the Company at any time during the 12 month period immediately prior to the Closing) to cease doing business with the Company.

(b) From and after the date hereof, each party hereto agrees that it will not, and will direct its Affiliates not to, knowingly make, publish or communicate to any Person any oral or written statement that disparages or places the other party hereto in respect thereof in a false light, except in connection with a legal proceeding, legal process or if such party is otherwise required by Law to cooperate with, or is responding to a request from, a Governmental Entity or self-regulatory authority; provided, however, that nothing in this Section 1(b) shall prohibit any of the parties hereto or their Affiliates or any parties to the Purchase Agreement or any of the agreements entered into in connection therewith from defending against claims, or enforcing their rights, under this Agreement, the Purchase Agreement or any of the other agreements entered in connection therewith.

(c) From and after the date hereof, except to the extent consented to by Parent, Holdings, Buyer or the Company, BCP shall keep confidential (except as may be disclosed to its Affiliates, directors, officers, partners, employees, agents, consultants, financing sources, investors (including direct and indirect limited partners or investors), vehicles, managed accounts, attorneys, accountants, financial advisors or other representatives (collectively, “Representatives”)) and not use or disclose, and shall direct its Representatives to keep confidential and to not use or disclose, any and all Proprietary Information relating directly to the Company that remains in BCP’s possession after the Closing. The foregoing will not preclude BCP and its Representatives from (i) disclosing such Proprietary Information without liability hereunder if compelled or requested to disclose the same by legal, judicial or administrative process or by other requirements of Law (including, without limitation, by oral questions, interrogatories, requests for information or documents in legal, administrative, arbitration or other formal proceedings, subpoena, civil investigative demand or other similar process, including but not limited to an audit or examination by a regulator, bank examiner or self-regulatory organization) (subject to the following sentence), (ii) discussing or using such Proprietary Information if the same hereafter is publically available (other than as a result of a breach of this Section 1(c)); (iii) discussing or using such Proprietary Information to the extent such information is acquired or made available to BCP or its Representatives by a Person that is not, to BCP’s reasonable belief, subject to an obligation of confidentiality to the Company or any Person (other than BCP and its Representatives) with respect to such information; or (iv) using such Proprietary Information in connection with its ownership of Equity Interests of the Buyer Group. If BCP or its Affiliates or their Representatives is requested or required (by oral questions, interrogatories, requests for information or documents in legal, administrative, arbitration or other formal proceedings, subpoena, civil investigative demand or other similar process, including but not limited to an audit or examination by a regulator, bank examiner or self-regulatory organization) to disclose any such Proprietary Information, BCP shall, to the extent legally permissible, promptly notify Buyer Group of any such request or requirement so that Buyer Group may seek a protective order or other appropriate remedy (in each case, at Buyer Group’s sole expense) and/or waive compliance with the provisions of this Section 1(c). If based on the advice of counsel and in the absence of a protective order or other remedy, BCP is required to disclose such information, BCP, without any liability hereunder, may disclose that portion of such information that it believes in good faith it is legally required to disclose. Notwithstanding anything to the contrary contained herein, BCP shall not be required to give any notice and shall have no liability hereunder to the extent BCP or its Representatives is requested or required to disclose Proprietary Information to the applicable regulatory or self-regulatory authorities having supervisory jurisdiction over BCP or its Representatives, as applicable, during the course of any regulatory audit or examination. BCP shall be liable to the Company for the breach of this Section 1(c) by any of its Representatives.

Ex F-3

(d) Notwithstanding anything herein to the contrary, nothing in this Section 1 shall in any way limit the activities of any Affiliate (including portfolio companies) of BCP or its Affiliates (or any investment funds, vehicles or companies managed by Seller or its Affiliates) who are not in receipt of or otherwise provided any Proprietary Information; provided, however, that the foregoing shall not apply to the extent any Affiliate (including portfolio companies) of BCP or its Affiliates is acting at the specific instruction of a Person in possession of Proprietary Information who is using such Proprietary Information in making such instruction. For avoidance of doubt, no such Affiliate shall be deemed to be “in receipt or otherwise provided any Proprietary Information” solely as a result of a Representative of BCP or its Affiliates (or any investment funds, vehicles or companies managed by BCP or its Affiliates) who is in possession of Proprietary Information also being an officer, director or other agent of such portfolio company.

2. Remedies.

In the event of a breach of any covenant set forth in Section 1 of this Agreement, the non-breaching party may be entitled to have the following rights and remedies, each of which rights and remedies shall be independent of the others and severally enforceable, and each of which is in addition to, and not in lieu of, any other rights and remedies available to the non-breaching party at law or in equity:

(a) the right and remedy to have the provisions of Section 1 specifically enforced by any court of competent jurisdiction, it being agreed that any breach or threatened breach of such provisions may cause irreparable injury to the non-breaching party and that money damages may not provide an adequate remedy to the non-breaching party; and

(b) the right to seek damages resulting from a breach of the provisions of Section 1; and

Ex F-4

(c) the right to immediate injunctive relief, either by temporary or permanent injunction to prevent such a breach.

3. Tolling of Restriction.

If BCP is found to have violated any of the provisions of Section 1, BCP agrees that the restrictive period of each covenant so violated shall be extended by a period of time equal to the period of such violation by BCP. It is the intent of this paragraph that the running of the restrictive period of any covenant shall be tolled during any period of violation of such covenants so that the Company may obtain the full and reasonable protection for which it contracted and so that BCP may not profit by any breach of such covenants.

4. Successors and Assigns; Third Party Beneficiaries.

This Agreement will be binding upon the parties hereto and will inure to the benefit of the parties hereto and their successors and permitted assigns. The parties hereto expressly agree that Buyer is an intended third party beneficiary of this Agreement.

5. Governing Law; Jurisdiction; Venue.

The Laws of the State of Delaware shall govern (a) all claims or matters related to or arising from this Agreement and (b) any questions concerning the construction, interpretation, validity and enforceability of this Agreement, and the performance of the obligations imposed by this Agreement, in each case without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Law of any jurisdiction other than the State of Delaware. Each party to this Agreement hereby IRREVOCABLY waives all rights to trial by jury in any action, suit or Proceeding brought to resolve any dispute between or among any of the parties (whether arising in contract, tort or otherwise) arising out of, connected with, related or incidental to this Agreement, the transactions contemplated hereby and/or the relationships established among the parties hereunder. THE PARTIES HERETO FURTHER WARRANT AND REPRESENT THAT EACH HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. Each of the Parties submits to the exclusive jurisdiction of a state or federal court sitting in the State of Delaware, County of New Castle. Nothing in this Section 4, however, shall affect the right of any party to serve legal process in any other manner permitted by Law or at equity. Each party hereto agrees that a final judgment in any Proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by Law or at equity.

6. Remedies.

In the event that BCP actually violates any of the provisions set forth herein, BCP acknowledges that Buyer will suffer immediate and irreparable harm which cannot be accurately calculated in monetary damages. Consequently, BCP acknowledges and agrees that in the event BCP actually violates any of the provisions set forth herein, in addition to any other remedy to which Buyer may be entitled, Buyer shall be entitled to immediate injunctive relief, either by temporary or permanent injunction, solely to the extent necessary to prevent such a violation and may seek any other legal or equitable relief to which it may be entitled. The parties hereto agree that the bond to be posted if any injunction is sought in connection with this Agreement shall not exceed $1,000.00. The pursuit of one remedy at any time will not be deemed an election of remedies or waiver of the right to pursue any other remedy.

Ex F-5

7. Severability.

Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable Law, but if any provision of this Agreement or the application of any such provision to any Person or circumstance shall be held to be prohibited by or invalid, illegal or unenforceable under applicable Law in any respect by a court of competent jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity, illegality or unenforceability, without invalidating the remainder of such provision or the remaining provisions of this Agreement. Furthermore, in lieu of such illegal, invalid or unenforceable provision, such court of competent jurisdiction shall add as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible.

8. Counterparts; Electronic Delivery.

This Agreement may be executed and delivered in one or more counterparts and by fax or email, each of which shall be deemed an original and all of which shall be considered one and the same agreement. Neither party shall raise the use of a fax machine or email to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of a fax machine or email as a defense to the formation or enforceability of this Agreement and each party forever waives any such defense.

9. Section Headings; Construction.

The headings of sections in this Agreement are provided for convenience only and will not affect its construction or interpretation. All references to “Section” or “Sections” refer to the corresponding Section or Sections of this Agreement unless otherwise specified. All words used in this Agreement will be construed to be of such gender or number as the circumstances require. Unless otherwise expressly provided, the word “including” does not limit the preceding words or terms.

10. Assignment.

Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof may be assigned by any party without the prior written consent of the other party hereto.

11. Amendment and Waiver.

No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by Atlas and BCP. No waiver of any provision of this Agreement shall be valid unless the same shall be in writing and signed by the party against which such waiver is to be enforced. No waiver by any party hereto of any default, breach of representation or warranty or breach of covenant hereunder, whether intentional or not, shall be deemed to extend to any other, prior or subsequent default or breach or affect in any way any rights arising by virtue of any other, prior or subsequent such occurrence.

Ex F-6

12. Notices.

All notices, demands, requests, instructions, claims, consents, waivers and other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given (a) when personally delivered (or, if delivery is refused, upon presentment), received by fax or email (with hard copy to follow) prior to 5:00 p.m. Central Time on a Business Day or delivery by reputable overnight express courier (charges prepaid) or (b) three (3) days following mailing by certified or registered mail, postage prepaid and return receipt requested. Unless another address is specified in writing, notices, demands and communications to the Company shall be sent to the addresses indicated below:

If to the Company:

Atlas Intermediate Holdings LLC

c/o Boxwood Merger Corp.

8801 Calera Drive

Austin, TX 78735

Attention: Steve Kadenacy

Email: sk@boxwoodmc.com

with a copy to:

Winston & Strawn LLP

200 Park Avenue

New York, NY 10166-4193

Attn: Joel Rubinstein

Jason D. Osborn

Fax: (212) 294-5336

Email: jrubinstein@winston.com

josborn@winston.com

If to BCP:

Bernhard Capital Partners

400 Convention St., Suite 1010

Baton Rouge, Louisiana 70802

Attn: Mark Spender

Christopher Dillon

Lucie Kantrow

Fax: (225) 454-6957

Email: mark@bernhardcapital.com

chris@bernhardcapital.com

lucie@bernhardcapital.com

and

Kirkland & Ellis LLP

609 Main Street

Houston, Texas 77002

Attn: William J. Benitez, P.C.

Kyle M. Watson

Fax: (713) 836-3601

Email: william.benitez@kirkland.com

kyle.watson@kirkland.com

Ex F-7

13. Attorneys’ Fees; Costs.

Each party hereto will be responsible for its own expenses, fees and costs in connection with this Agreement or the enforcement of the terms hereto, including any attorneys’ fees incurred in enforcing or commencing to enforce the provisions of this Agreement.

14. Entire Agreement.

This Agreement and the agreements and documents referred to herein contain the entire agreement and understanding between the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, whether written or oral, relating to such subject matter in any way. The parties have voluntarily agreed to define their rights, liabilities and obligations with respect to the transactions contemplated hereby exclusively in the express terms and provisions of this Agreement, and the parties expressly disclaim that they are owed any duties or are entitled to any remedies not expressly set forth in this Agreement. Furthermore, this Agreement embodies the justifiable expectations of sophisticated parties derived from arm’s-length negotiations neither party has any special relationship with another Person that would justify any expectation beyond that of an ordinary arm’s-length transaction.

[Remainder of this page is intentionally blank. Signature page follows.]

Ex F-8

IN WITNESS WHEREOF, the undersigned parties have executed and delivered this Agreement as of the date first written above.

HOLDINGS

ATLAS TC HOLDINGS LLC

By:

Name:

Title:

BCP

ATLAS TECHNICAL CONSULTANTS SPV, LLC

By:

Name:

Title:

ARROW ENVIRONMENTAL SPV, LLC

By:

Name:

Title:

Signature Page to Restrictive Covenant Agreement

Ex F-9

Schedule 1

Executives

1. L. Joe Boyer

2. Walter Powell

3. Bobby Toups

4. Magshoud Tahmoressi

5. Gary Cappa

6. Buddy Gratton

7. Paul Grillo

8. Rob Comey

9. David Miller

10. Eric Steinmann

11. Jim Backman

12. Charlie Brice

13. David Cram

14. Brad Tanberg

15. Daniel King

16. Jeremy Presley

17. Jay Dorst

18. Jim Powers

19. Mike Ballard

20. John Kirshbaum

21. Bill Ulmer

Schedule 1 to Restrictive Covenant Agreement

Ex F-10

EXHIBIT G

REGISTRATION RIGHTS AGREEMENT

(see attached)

Exhibit G to Unit Purchase Agreement

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is made as of [●], 2019 by and among [Boxwood Merger Corp.], a Delaware corporation (the “Company”), [Atlas Technical Consultants Holdings LP, a Delaware limited partnership] (“Atlas Holdings”), and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement (together with Atlas Holdings, each a “Holder” and, collectively, the “Holders”).

RECITALS

WHEREAS, this Agreement is made and entered into in connection with the closing of the transactions (the “Transactions”) contemplated by that certain Unit Purchase Agreement, dated as of [●], 2019 (the “Purchase Agreement”), by and among the Company, Atlas Intermediate Holdings LLC, a Delaware limited liability company (“Atlas Operating”), and Atlas Holdings;

WHEREAS, prior to the closing of the Transactions, Atlas Holdings owned beneficially and of record all of the issued and outstanding limited liability company interests of Atlas Operating (the “Common Units”);

WHEREAS, pursuant to the Purchase Agreement, the Company purchased from Atlas Holdings the Purchased Units (as defined below), [in exchange for cash and the issuance by the Company to Atlas Holdings of shares of the Company’s Class B Common Stock (as defined below)];

WHEREAS, in connection with the closing of the Transactions, the Company, Atlas Operating and Atlas Holdings entered into that certain amended and restated limited liability company agreement of Atlas Operating (such agreement, as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “LLC Agreement”);

WHEREAS, in connection with the closing of the Transactions, Atlas Operating has provided the holders of Class B Common Stock with a redemption right pursuant to which such holders may redeem their Class B Common Stock along with a proportionate number of Common Units for shares of Class A Common Stock (as defined below) on the terms set forth in the LLC Agreement; and

WHEREAS, pursuant to the Purchase Agreement, the Company agreed to register for resale under the Securities Act the shares of Class A Common Stock that may be issued to the Holders and their permitted transferees pursuant to the LLC Agreement;

WHEREAS, the Company and the Holders desire to enter into this Agreement, pursuant to which the Company shall grant the Holders certain registration rights with respect to certain securities of the Company, as set forth in this Agreement.

Ex G-1

AGREEMENT

NOW, THEREFORE, in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

Article I.
DEFINITIONS

Section 1.1 Definitions. The terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings set forth below:

“Adverse Disclosure” shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive Officer or principal financial officer of the Company, after consultation with counsel to the Company, (a) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (b) would not be required to be made at such time if the Registration Statement were not being filed, and (c) the Company has a bona fide business purpose for not making such information public.

“Agreement” shall have the meaning given in the Preamble.

“Blackout Period” shall have the meaning given in Section 3.4(b).

“Business Day” shall mean any day of the year on which national banking institutions in New York are open to the public for conducting business and are not required or authorized to close.

“Class A Common Stock” shall mean the Class A common stock, par value $0.0001 per share, of the Company.

“Class B Common Stock” shall mean the Class B common stock, par value $0.0001 per share, of the Company.

“Closing Date” shall have the meaning given in the Purchase Agreement.

“Commission” shall mean the Securities and Exchange Commission.

“Common Units” shall have the meaning given in the Preamble.

“Company” shall have the meaning given in the Preamble.

“Demanding Holder” shall have the meaning given in Section 2.2(a).

“Effectiveness Deadline” shall have the meaning given in Section 2.1.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as it may be amended from time to time.

Ex G-2

“Form S-3” shall have the meaning given in Section 2.4.

“Founder Holders” shall mean “Holders” as defined in the Founder Registration Rights Agreement.

“Founder Registrable Securities” shall mean “Registrable Securities” as defined in the Founder Registration Rights Agreement

“Founder Registration Rights Agreement” shall mean that certain Registration Rights Agreement, dated as of November 15, 2018, by and between the Company, Boxwood Merger Sponsor LLC, a Delaware limited liability company, and the other parties thereto.

“Holders” shall have the meaning given in the Preamble.

“Initial Shelf” shall have the meaning given in Section 2.1.

“LLC Agreement” shall have the meaning given in the Recitals.

“Maximum Number of Securities” shall have the meaning given in Section 2.2(b).

“Misstatement” shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement or Prospectus, or necessary to make the statements in a Registration Statement or Prospectus in the light of the circumstances under which they were made not misleading.

“Piggyback Registration” shall have the meaning given in Section 2.3.

“Prospectus” shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended by any and all post-effective amendments and including all material incorporated by reference in such prospectus.

“Purchase Agreement” shall have the meaning given in the Recitals.

“Purchased Units” shall have the meaning given in the Purchase Agreement.

“Registrable Security” shall mean (a) any shares of Class A Common Stock issued or issuable by the Company in connection with the redemption by Atlas Operating of Common Units owned by any Holder in accordance with the terms of the LLC Agreement, and (b) any other equity security of the Company issued or issuable to any Holder with respect to any such share of Class A Common Stock or Class B Common Stock by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization; provided, however, that, as to any particular Registrable Security, such securities shall cease to be Registrable Securities when: (i) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (ii) such securities shall have been otherwise transferred, new certificates for such securities not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of such securities shall not require registration under the Securities Act; (iii) such securities shall have ceased to be outstanding; or (iv) such securities have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction.

Ex G-3

“Registration” shall mean a registration effected by preparing and filing a registration statement or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective.

“Registration Expenses” shall mean the out-of-pocket expenses of a Registration, including, without limitation, the following:

a) all registration and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory Authority, Inc.) and any securities exchange on which the Class A Common Stock is then listed;

b) fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel for the Underwriters in connection with blue sky qualifications of Registrable Securities);

c) printing, messenger, telephone and delivery expenses;

d) reasonable fees and disbursements of counsel for the Company;

e) reasonable fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection with such Registration (including the expenses of any special audit and “comfort letters” required by or incident to such performance); and

f) reasonable fees and expenses of one legal counsel selected by the Demanding Holders in connection with an Underwritten Offering.

“Registration Statement” shall mean any registration statement that covers the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to such registration statement, and all exhibits to and all material incorporated by reference in such registration statement.

“Replacement S-3 Shelf” shall have the meaning given in Section 2.1.

“Securities Act” shall mean the Securities Act of 1933, as amended from time to time.

“Suspension Period” shall have the meaning given in Section 3.4(a).

“Transactions” shall have the meaning given in the Recitals.

“Underwriter” shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such dealer’s market-making activities.

“Underwritten Offering” shall mean an offering in which securities of the Company are sold to an Underwriter in a firm commitment underwriting for distribution to the public.

Ex G-4

Article II.
REGISTRATIONS

Section 2.1 Registration Statement. The Company shall, as soon as practicable after the Closing Date, but in any event within 30 days after the Closing Date, file a Registration Statement under the Securities Act to permit the public resale of all the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) on the terms and conditions specified in this Section 2.1 and shall use its reasonable best efforts to cause such Registration Statement to be declared effective as soon as practicable after the filing thereof, but in any event no later than the earlier of (a) 60 days (or 90 days if the Commission notifies the Company that it will “review” the Registration Statement) after the Closing Date and (b) the tenth Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review (such earlier date, the “Effectiveness Deadline”). The Registration Statement filed with the Commission pursuant to this Section 2.1 shall be on Form S-1 or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) at any time beginning on the effective date for such Registration Statement. If the initial Registration Statement (the “Initial Shelf”) filed by the Company pursuant to this Section 2.1 is on Form S-1, upon the Company becoming eligible to register the Registrable Securities for resale by the Holders on Form S-3, the Company shall use its reasonable best efforts to amend the Initial Shelf to a Registration Statement on Form S-3 or file a Registration Statement on Form S-3 in substitution of the Initial Shelf (the “Replacement S-3 Shelf”) and cause the Replacement S-3 Shelf to be declared effective as soon as practicable thereafter. A Registration Statement filed pursuant to this Section 2.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall use its reasonable best efforts to cause a Registration Statement filed pursuant to this Section 2.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another registration statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. If at any time a Registration Statement filed pursuant to this Section 2.1 is not effective or is not otherwise available for the resale of all the Registrable Securities held by the Holders, the majority of the Holders or [BCP] may demand registration under the Securities Act of all or part of their Registrable Securities at any time and from time to time, and the Company shall use its reasonable best efforts to file with the Commission following receipt of any such demand one or more Registration Statements with respect to all such Registrable Securities and to cause such Registration Statement to be declared effective by the Commission as soon as practicable after the filing thereof. As soon as practicable following the effective date of a Registration Statement filed pursuant to this Section 2.1, but in any event within three Business Days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this Section 2.1 (including any documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any Prospectus contained in such Registration Statement, in the light of the circumstances under which such statement is made).

Ex G-5

Section 2.2 Underwritten Offering.

(a) In the event that any Holder elects to dispose of Registrable Securities under a Registration Statement pursuant to an Underwritten Offering of all or part of such Registrable Securities that are registered by such Registration Statement, then the Company shall, upon the written demand of [BCP] or its designee (any such Holder, a “Demanding Holder”), enter into an underwriting agreement in a form as is customary in Underwritten Offerings of equity securities with the managing Underwriter or Underwriters selected by the Demanding Holder in consultation with the Company, and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In addition, the Company shall give prompt written notice to each other Holder regarding such proposed Underwritten Offering, and such notice shall offer such Holders the opportunity to include in the Underwritten Offering such number of Registrable Securities as each such Holder may request. Each such Holder shall make such request in writing to the Company within five Business Days after the receipt of any such notice from the Company, which request shall specify the number of Registrable Securities intended to be disposed of by such Holder. Each Holder proposing to distribute its Registrable Securities through an Underwritten Offering pursuant to this Section 2.2 shall enter into an underwriting agreement with the underwriters, which underwriting agreement shall contain such representations, covenants, indemnities (subject to Article IV) and other rights and obligations as are customary in underwritten offerings of equity securities; provided, however, that no such Holder shall be required to make any representations or warranties to or agreements with the Company or the Underwriters other than representations, warranties or agreements regarding such Holder’s authority to enter into such underwriting agreement and to sell, and its ownership of, the securities being registered on its behalf, its intended method of distribution and any other representation required by law.

(b) If the managing Underwriter or Underwriters in an Underwritten Offering, in good faith, advises the Company and the Demanding Holder that the dollar amount or number of Registrable Securities that the Demanding Holder desires to sell, taken together with all other shares of Class A Common Stock or other equity securities that the Company or any other Holder desires to sell and the shares of Class A Common Stock, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other stockholders who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then the Company shall include in such Underwritten Offering, as follows:

(i) first, the Registrable Securities of the Demanding Holders pro rata based on the respective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Demanding Holders have requested be included in such Underwritten Offering that can be sold without exceeding the Maximum Number of Securities;

Ex G-6

(ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), pro rata to (A) Registrable Securities of other Holders who have elected to participate in the Underwritten Offering pursuant to Section 2.2(a) and (B) Founder Registrable Securities of Founder Holders exercising their rights to register their Founder Registrable Securities pursuant to the Founder Registration Rights Agreement, which can be sold without exceeding the Maximum Number of Securities;

(iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i) or clause (ii), to shares of Class A Common Stock held by persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons, which collectively can be sold without exceeding the Maximum Number of Securities; and

(iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i) , clause (ii), or clause (iii), shares of Class A Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities.

(c) A Demanding Holder shall have the right to withdraw all or any portion of its Registrable Securities included in an Underwritten Offering pursuant to this Section 2.2 for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters of its intention to withdraw from such Underwritten Offering prior to the pricing of such Underwritten Offering and such withdrawn amount shall no longer be considered an Underwritten Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with an Underwritten Offering prior to its withdrawal under this Section 2.2(c).

Ex G-7

Section 2.3 Piggyback Registration.

(a) If at any time the Company proposes to file a Registration Statement under the Securities Act with respect to an Underwritten Offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.2 hereof) on a form that would permit registration of Registrable Securities, other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Company, (iv) for a dividend reinvestment plan or (v) on Form S-4, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five days after receipt of such written notice (in the case of an “overnight” or “bought” offering, such requests must be made by the Holders within three Business Days after the delivery of any such notice by the Company) (such Registration a “Piggyback Registration”); provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing or distribution of the Class A Common Stock in the Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company shall not be required to offer such opportunity to the Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.3(b). Subject to Section 2.3(b), the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this Section 2.3 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. If no written request for inclusion from a Holder is received within the specified time, each such Holder shall have no further right to participate in such Underwritten Offering. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this Section 2.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.

Ex G-8

(b) If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares of Class A Common Stock that the Company desires to sell, taken together with (i) the shares of Class A Common Stock, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to Sections 2.2 and 2.3, and (iii) the shares of Class A Common Stock, if any, as to which Registration has been requested pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company, exceeds the Maximum Number of Securities, then:

(i) If the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (A) first, shares of Class A Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), pro rata to (1) the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Sections 2.2 and 2.3 hereof; and (2) the Founder Registrable Securities of Founder Holders exercising their rights to register their Founder Registrable Securities pursuant to the Founder Registration Rights Agreement, which can be sold without exceeding the Maximum Number of Securities, and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), shares of Class A Common Stock, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration rights of other stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities;

(ii) If the Registration is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration (A) first, shares of Class A Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), pro rata to (1) the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Sections 2.2 and 2.3 hereof; and (2) the Founder Registrable Securities of Founder Holders exercising their rights to register their Founder Registrable Securities pursuant to the Founder Registration Rights Agreement, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), shares of Class A Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), shares of Class A Common Stock or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities.

(c) Any Holder of Registrable Securities shall have the right to withdraw from a Piggyback Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of its intention to withdraw from such Piggyback Registration prior to the pricing of such Underwritten Offering. The Company (whether on its own good faith determination or as the result of a request for withdrawal by persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the Commission in connection with a Piggyback Registration at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this Section 2.3.

Ex G-9

(d) For purposes of clarity, any Registration effected pursuant to Section 2.3 hereof shall not be counted as a Registration effected under Section 2.2 hereof.

Section 2.4 Registrations on Form S-3. The Holders of Registrable Securities may at any time, and from time to time, request in writing that the Company, pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission), register the resale of any or all of their Registrable Securities on Form S-3 or similar short form registration statement that may be available at such time (“Form S-3”); provided, however, that the Company shall not be obligated to effect such request through an Underwritten Offering. Within five days of the Company’s receipt of a written request from a Holder or Holders of Registrable Securities for a Registration on Form S-3, the Company shall promptly give written notice of the proposed Registration on Form S-3 to all other Holders of Registrable Securities, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Registration on Form S-3 shall so notify the Company, in writing, within ten days after the receipt by the Holder of the notice from the Company. As soon as practicable thereafter, but not more than 12 days after the Company’s initial receipt of such written request for a Registration on Form S-3, the Company shall register all or such portion of such Holder’s Registrable Securities as are specified in such written request, together with all or such portion of Registrable Securities of any other Holder or Holders joining in such request as are specified in the written notification given by such Holder or Holders; provided, however, that the Company shall not be obligated to effect any such Registration pursuant to Section 2.3 hereof if a Form S-3 is not available for such offering.

Article III.
COMPANY PROCEDURES

Section 3.1 General Procedures. The Company shall use its reasonable best efforts to effect the Registration of Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto the Company shall, as expeditiously as practicable:

(a) subject to Section 2.1, prepare and file with the Commission a Registration Statement with respect to such Registrable Securities and use its reasonable best efforts to cause such Registration Statement to become effective and remain effective pursuant to the terms of this Agreement until all of such Registrable Securities have been disposed of (if earlier);

(b) prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be required by the rules, regulations or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all of such Registrable Securities have been disposed of (if earlier) in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;

(c) prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters, if any, and the Holders of Registrable Securities included in such Registration, and to one legal counsel selected by the Holders, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (including each preliminary Prospectus), and such other documents as the Underwriters and the Holders of Registrable Securities included in such Registration or the legal counsel selected by such Holders may request in order to facilitate the disposition of the Registrable Securities owned by such Holders;

Ex G-10

(d) prior to any public offering of Registrable Securities, use its reasonable best efforts to (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business or as a dealer in securities in any jurisdiction where it would not otherwise be required to qualify or take any action to which it would be subject to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;

(e) use its commercially reasonable efforts to cause all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities issued by the Company are then listed;

(f) provide a transfer agent and registrar for all such Registrable Securities no later than the effective date of such Registration Statement;

(g) advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;

(h) at least five days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration Statement or Prospectus or any document that is to be incorporated by reference into such Registration Statement or Prospectus, furnish a copy thereof to each seller of such Registrable Securities or its counsel;

(i) notify the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.4 hereof;

Ex G-11

(j) permit a representative of the Holders, the Underwriters, if any, and any attorney or accountant retained by such Holders or Underwriter to participate, at each such person’s own expense, in the preparation of the Registration Statement, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such representative, Underwriter, attorney or accountant in connection with the Registration; provided, however, that such representatives or Underwriters enter into a confidentiality agreement, in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information;

(k) obtain a “cold comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten Offering, in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing Underwriter may reasonably request;

(l) on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated as of such date, of counsel representing the Company for the purposes of such Registration, addressed to the placement agent or sales agent, if any, and the Underwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as are customarily included in such opinions and negative assurance letters;

(m) in the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, on terms agreed to by the Company with the managing Underwriter of such offering;

(n) make available to its security holders, as soon as reasonably practicable, an earnings statement (which need not be audited) covering the period of at least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor rule promulgated thereafter by the Commission);

(o) if the Registration involves the Registration of Registrable Securities involving gross proceeds in excess of $25,000,000, use its reasonable efforts to make available senior executives of the Company to participate in customary “road show” presentations that may be reasonably requested by the Underwriter in such Underwritten Offering; and

(p) otherwise, in good faith, take such customary actions necessary to effect the registration of such Registrable Securities contemplated hereby.

Section 3.2 Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders and the Company that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.

Ex G-12

Section 3.3 Requirements for Participation in Underwritten Offerings. No person may participate in any Underwritten Offering for equity securities of the Company hereunder unless such person (a) agrees to sell such person’s securities on the basis provided in the underwriting agreement for such Underwritten Offering and (b) completes and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting agreements and other customary documents as may be reasonably required under the terms of such underwriting agreement.

Section 3.4 Suspension of Sales; Adverse Disclosure.

(a) Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until it is advised in writing by the Company that the use of the Prospectus may be resumed (any such period, a “Suspension Period”).

(b) If the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration (including in connection with an Underwritten Offering) at any time would require the Company to make an Adverse Disclosure or would require the inclusion in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control, then the Company may, upon giving prompt written notice to the Holders, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement (including in connection with an Underwritten Offering) for the shortest period of time, but in no event more than 30 days, determined in good faith by the Company to be necessary for such purpose (any such period, a “Blackout Period”). In the event the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities.

(c) The Company shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section 3.4. Notwithstanding anything to the contrary in this Section 3.4, in no event shall any Suspension Period or any Blackout Period continue for more than 90 days in the aggregate during any 365-day period.

Section 3.5 Reporting Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting company under the Exchange Act, covenants to:

(a)  make and keep public information regarding the Company available, as those terms are understood and defined in Rule 144, at all times from and after the Closing Date until there are no Registrable Securities outstanding;

(b) file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act and to promptly furnish the Holders with true and complete copies of all such filings (the delivery of which will be satisfied by the Company’s filing of such reports on the Commission’s EDGAR system); and

Ex G-13

(c)  The Company further covenants that it shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell shares of Class A Common Stock held by such Holder without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission), including providing any legal opinions. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.

Section 3.6 Removal of Legend. In connection with a sale of Registrable Securities by a Holder in reliance on Rule 144, the Holder or its broker shall deliver to the transfer agent and the Company a broker representation letter providing to the transfer agent and the Company any information the Company deems necessary to determine that the sale of the Registrable Securities is made in compliance with Rule 144. Upon receipt of such representation letter, the Company shall promptly direct its transfer agent to remove the notation of a restrictive legend in the Holder’s certificate or the book entry account maintained by the transfer agent, and the Company shall bear all costs associated therewith. At such time as the Registrable Securities have been sold pursuant to an effective registration statement under the Securities Act, if the book entry account or certificate for such Registrable Securities still bears any notation of restrictive legend, the Company agrees, upon request of the Holder or permitted assignee, to take all steps necessary to promptly effect the removal of any restrictive legend from the Registrable Securities, and the Company shall bear all costs associated therewith, regardless of whether the request is made in connection with a sale or otherwise, so long as the Holder or its permitted assigns provide to the Company any information the Company deems reasonably necessary to determine that the legend is no longer required under the Securities Act or applicable state laws.

Article IV.
INDEMNIFICATION AND CONTRIBUTION

Section 4.1 Indemnification.

(a) The Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers and directors and each person who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses (including attorneys’ fees) caused by any untrue or alleged untrue statement of material fact contained in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information furnished in writing to the Company by such Holder expressly for use therein. The Company shall indemnify the Underwriters, their officers and directors and each person who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to the indemnification of the Holder.

Ex G-14

(b) In connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and, to the extent permitted by law, shall indemnify the Company, its directors and officers and agents and each person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses (including without limitation reasonable attorneys’ fees) resulting from any untrue statement of material fact contained in the Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by such Holder expressly for use therein; provided, however, that the obligation to indemnify shall be several, not joint and several, among such Holders of Registrable Securities, and the liability of each such Holder of Registrable Securities shall be in proportion to and limited to the net proceeds received by such Holder from the sale of Registrable Securities pursuant to such Registration Statement. The Holders of Registrable Securities shall indemnify the Underwriters, their officers, directors and each person who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to indemnification of the Company.

(c) Any person entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s right to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

(d) The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling person of such indemnified party and shall survive the transfer of securities. The Company and each Holder of Registrable Securities participating in an offering also agrees to make such provisions as are reasonably requested by any indemnified party for contribution to such party in the event the Company’s or such Holder’s indemnification is unavailable for any reason.

Ex G-15

(e) If the indemnification provided under this Section 4.1 from the indemnifying party is unavailable or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by, or relates to information supplied by, such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action; provided, however, that the liability of any Holder under this Section 4.1(e) shall be limited to the amount of the net proceeds received by such Holder in such offering giving rise to such liability. The amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be deemed to include, subject to the limitations set forth in Section 4.1(a), Section 4.1(b) and Section 4.1(c) above, any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.1(e) were determined by pro rata allocation or by any other method of allocation, which does not take account of the equitable considerations referred to in this Section 4.1(e). No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this Section 4.1(e) from any person who was not guilty of such fraudulent misrepresentation.

Article V.
MISCELLANEOUS

Section 5.1 Notices. All notices, demands, requests, instructions, claims, consents, waivers and other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given (a) when personally delivered (or, if delivery is refused, upon presentment), received by fax or email (with hard copy to follow) prior to 5:00 p.m. Central Time on a Business Day or delivery by reputable overnight express courier (charges prepaid) or (b) three days following mailing by certified or registered mail, postage prepaid and return receipt requested. Unless another address is specified in writing, notices, demands and communications to Atlas Holdings, a Holder or the Company shall be sent to the addresses indicated below:

Notices to Atlas Holdings or a Holder:   Atlas Technical Consultants Holdings LP 13215 Bee Cave Parkway Bldg. A, Suite 260 Austin, Texas 78738 Attention: L. Joseph Boyer Email: joe.boyer@atlastechnical.us with copies to (which shall not constitute notice):   c/o Bernhard Capital Partners 400 Convention St., Suite 1010 Baton Rouge, Louisiana 70802 Attention: Mark Spender                    Christopher Dillon                    Lucie Kantrow Fax: (225) 454-6957 Email: mark@bernhardcapital.com            chris@bernhardcapital.com            lucie@bernhardcapital.com

Ex G-16

	and Kirkland & Ellis LLP 609 Main Street Houston, Texas 77002 Attention: William J. Benitez, P.C.                     Julian J. Seiguer, P.C. Fax: (713) 836-3601 Email: william.benitez@kirkland.com            julian.seiguer@kirkland.com
Notices to the Company Boxwood Merger Corp. 1112 Montana Avenue, Suite 901 Santa Monica, California 90403 Attention: [_______] Fax: [_______] Email: [_______]	with a copy to (which shall not constitute notice): Winston & Strawn 200 Park Avenue New York, New York 10166-4193 Attention: Joel Rubinstein                    Jason Osborn Fax: (212) 294-5336 Email: jrubinstein@winston.com           josborn@winston.com

Section 5.2 Assignment; No Third Party Beneficiaries.

(a) This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part.

(b) This Agreement and the rights, duties and obligations of the Holders of Registrable Securities hereunder may be freely assigned or delegated by such Holder of Registrable Securities in conjunction with and to the extent of any transfer of Registrable Securities by any such Holder.

(c) This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders.

(d) This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and this Section 5.2, except that the Founder Holders, severally and not jointly, shall be express third party beneficiaries of Section 2.2(b)(ii) and Section 2.3(b).

Ex G-17

(e) No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 and (ii) the written agreement of the assignee, in the form attached hereto as Exhibit A, to be bound by the terms and provisions of this Agreement. Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Section 5.3 Counterparts. This Agreement and agreements, certificates, instruments and documents entered into in connection herewith may be executed and delivered in one or more counterparts and by fax or email, each of which shall be deemed an original and all of which shall be considered one and the same agreement. No party hereto shall raise the use of a fax machine or email to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of a fax machine or email as a defense to the formation or enforceability of a contract and each party hereto forever waives any such defense.

Section 5.4 Governing Law. The law of the State of Delaware shall govern (a) all claims or matters related to or arising from this Agreement (including any tort or non-contractual claims) and (b) any questions concerning the construction, interpretation, validity and enforceability of this Agreement, and the performance of the obligations imposed by this Agreement, in each case without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the law of any jurisdiction other than the State of Delaware. Each party to this Agreement hereby IRREVOCABLY waives all rights to trial by jury in any action, suit or Proceeding brought to resolve any dispute between or among any of the parties (whether arising in contract, tort or otherwise) arising out of, connected with, related or incidental to this Agreement, the transactions contemplated hereby and/or the relationships established among the parties hereunder. THE PARTIES HERETO FURTHER WARRANT AND REPRESENT THAT EACH HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. Each of the parties hereto submits to the exclusive jurisdiction of first, the Chancery Court of the State of Delaware or if such court declines jurisdiction, then to the Federal District Court for the District of Delaware, in any action or proceeding arising out of or relating to this Agreement, agrees that all claims in respect of the action or proceeding shall be heard and determined in any such court and agrees not to bring any proceeding arising out of or relating to this Agreement in any other courts. Nothing in this Section 5.4, however, shall affect the right of any party hereunder to serve legal process in any other manner permitted by law or at equity. Each party hereto agrees that a final judgment in any proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by law or at equity.

Ex G-18

Section 5.5 Specific Performance. Each party hereto recognizes and affirms that in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached, money damages would be inadequate (and therefore the non-breaching party would have no adequate remedy at law) and the non-breaching party would be irreparably damaged. Accordingly, each party hereto agrees that each other party hereof shall be entitled to specific performance, an injunction or other equitable relief (without posting of bond or other security or needing to prove irreparable harm) to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any proceeding, in addition to any other remedy to which such person may be entitled.

Section 5.6 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement or the application of any such provision to any person or circumstance shall be held to be prohibited by or invalid, illegal or unenforceable under applicable law in any respect by a court of competent jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity, illegality or unenforceability, without invalidating the remainder of such provision or the remaining provisions of this Agreement. Furthermore, in lieu of such illegal, invalid or unenforceable provision, there shall be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible.

Section 5.7 Interpretation. The headings and captions used in this Agreement have been inserted for convenience of reference only and do not modify, define or limit any of the terms or provisions hereof.

Section 5.8 Entire Agreement. This Agreement contains the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating to such subject matter in any way.

Section 5.9 Amendments and Modifications. Upon the written consent of the Company and the Holders of at least a majority in interest of the Registrable Securities at the time in question, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or any of such provisions, covenants or conditions may be amended or modified; provided, however, that notwithstanding the foregoing, any amendment hereto or waiver hereof that adversely affects one Holder, solely in its capacity as a holder of the shares of capital stock of the Company, in a manner that is materially different from the other Holders (in such capacity) shall require the consent of the Holder so affected. No course of dealing between any Holder or the Company and any other party hereto or any failure or delay on the part of a Holder or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of any Holder or the Company. No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party.

Section 5.10 Other Registration Rights. The Company represents and warrants that no person, other than (a) a Holder of Registrable Securities and (b) the Founder Holders, has any right to require the Company to register any securities of the Company for sale or to include such securities of the Company in any Registration filed by the Company for the sale of securities for its own account or for the account of any other person. Further, the Company represents and warrants that this Agreement supersedes any other registration rights agreement or agreement with similar terms and conditions among the parties and in the event of a conflict between any such agreement or agreements and this Agreement, the terms of this Agreement shall prevail.

Ex G-19

Section 5.11 Term. This Agreement shall terminate upon the date as of which no Holders (or permitted assignees under Section 5.2) hold any Registrable Securities. The provisions of Section 3.5 and Article IV shall survive any termination.

Section 5.12 Limitation on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of [BCP], enter into any agreement with any holder or prospective holder of any securities of the Company giving such holder or prospective holder any registration rights the terms of which (a) are equivalent to or more favorable than the registration rights granted to the Holders hereunder, or (b) would reduce the amount of Registrable Securities the holders can include in any registration filed pursuant to Section 2.1, Section 2.2, Section 2.3 or Section 2.4 hereof, unless such rights are subordinate to those of the Holders.

Section 5.13 In-Kind Distributions. If any Holder seeks to effectuate an in-kind distribution of all or part of its Registrable Securities to its direct or indirect equityholders, the Company will, subject to applicable lockups, work with such Holders and the Company’s transfer agent to facilitate such in-kind distribution in the manner reasonably requested by such Holder.

Section 5.14 No Recourse. Notwithstanding any provision of this Agreement to the contrary, in no event shall any party hereto or any of its respective affiliates or its or their representatives (a) seek to enforce this Agreement or any documents or instruments delivered in connection with this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any current or future director, officer, employee, general or limited partner, member or equityholder of Atlas Holdings, the Company and each Holder and, in each case, any of their respective affiliates or representatives in connection with this Agreement and (b) have any recourse under this Agreement or any documents or instruments delivered in connection with this Agreement against, any current or future director, officer, employee, general or limited partner, member or equityholder of Atlas Holdings, the Company and each Holder and, in each case, any of their respective affiliates or representatives in connection with this Agreement, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law. It is expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any current or future officer, agent or employee of Atlas Holdings, the Company or any Holder or any current or future member of or any current or future director, officer, employee, partner, member or equityholder of Atlas Holdings, the Company or any Holder or, in each case, of any affiliate or assignee thereof, as such for any obligation of any party hereto under this Agreement or any documents or instruments delivered in connection with this Agreement for any claim based on, in respect of or by reason of such obligations or their creation.

Section 5.15 Further Assurances. In connection with this Agreement and the transactions contemplated hereby, upon the written request by the Company, each Holder shall execute and deliver any additional documents and instruments and perform any additional acts that may be reasonably necessary to effectuate and perform the provisions of this Agreement and the transactions contemplated hereby.

*     *     *     *     *

Ex G-20

IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to be executed as of the date first written above.

COMPANY:

[BOXWOOD MERGER CORP.]

By:

Name:

Title:

HOLDERS:
ATLAS TECHNICAL CONSULTANTS HOLDINGS LP
By:	Atlas Technical Consultants Holdings GP LLC
Its:	General Partner
By:
Name:
Title:

Signature Page to Registration Rights Agreement

Ex G-21

EXHIBIT A

JOINDER

Joinder

The undersigned is executing and delivering this Joinder pursuant to the Registration Rights Agreement, dated as of __________________ (as the same may hereafter be amended, the “Registration Rights Agreement”), among [Boxwood Merger Corp.], a Delaware corporation (the “Company”), and the other person named as parties therein.

By executing and delivering this Joinder to the Company, the undersigned hereby agrees to become a party to, to be bound by, and to comply with the provisions of the Registration Rights Agreement as a Holder in the same manner as if the undersigned were an original signatory to the Registration Rights Agreement, and the undersigned’s ________________ number of shares of _____________________ shall be included as Registrable Securities under the Registration Rights Agreement.

Accordingly, the undersigned has executed and delivered this Joinder as of the ___ day of ____________, ____.

Signature of Stockholder

Print Name of Stockholder

Address:

Agreed and Accepted as of:
	.

[BOXWOOD MERGER CORP.]

By:

Its:

Exhibit A to Registration Rights Agreement

Ex G-22

EXHIBIT H

Director nomination Agreement

(see attached)

Exhibit H to Unit Purchase Agreement

Final Version

DIRECTOR NOMINATION AGREEMENT

This Director Nomination Agreement (this “Agreement”), dated as of August 12, 2019 (the “Effective Time”), is entered into by and among Atlas Technical Consultants, Inc., a Delaware corporation (the “Company”), [BCP funds] (“BCP”). Each of the Company and BCP may be referred to herein as a “Party” and collectively as the “Parties”. Except as otherwise indicated, capitalized terms used but not defined herein shall have the meanings set forth in Section 4 of this Agreement.¹

RECITALS

WHEREAS, pursuant to that certain Unit Purchase Agreement, dated as of August 12, 2019 (the “Purchase Agreement”), by and among the Company, Atlas TC Holdings LLC, Atlas TC Buyer LLC, Atlas Technical Consultants Holdings LP, a Delaware limited partnership (“Atlas Seller”), and Atlas Intermediate Holdings LLC, a Delaware limited liability company (“Atlas Intermediate”), the Atlas Seller received shares of the Company’s Class B Common Stock; and

WHEREAS, in connection with the Purchase Agreement, the Parties wish to set forth their understandings with respect to certain director nomination rights of the Company following the Effective Time.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

Section 1. Board of Directors.

(a) Subject to the terms and conditions of this Agreement, from and after the Effective Time and until a Termination Event (as defined below) shall have occurred, BCP shall have the right to designate such number of persons to be appointed or nominated, as the case may be (including any successor, each, a “Nominee”), for election to the board of directors of the Company (the “Board”) as provided in Section 1(c) in connection with the annual or special meeting of stockholders of the Company, as the case may be, in which members of the Board are to be elected (each, a “Meeting”), by giving written notice to the Company not later than ten days after receiving notice of the date of such Meeting provided to BCP; provided, however, that the initial Nominees to be nominated for election to the Board by the Company’s stockholders in connection with the Meeting relating to those matters to be submitted to the Company’s stockholders for approval in connection with the consummation of the transactions contemplated by the Purchase Agreement (the “Business Combination Meeting”) shall be appointed as set forth in Section 1(b).

(b) The Company shall take all necessary actions within its control such that, as of the Effective Time: (i) the size of the Board shall be set at seven members; and (ii) the following persons, including the two BCP Directors, shall form the composition of the Board to be nominated for election by the Company’s stockholders at the Business Combination Meeting: (A) [●]² and [●] shall be nominated as Class I Directors with terms ending at the Company’s 2020 Annual Meeting; (B) [BCP Director] and [●] shall be nominated as Class II Directors with terms ending at the Company’s 2021 Annual Meeting; and (C) [BCP Director], [●] and [●] shall be nominated as Class III Directors with terms ending at the Company’s 2022 Annual Meeting.

¹ Note to Draft: Parties to this Agreement to be discussed.

² Note to Draft: To be the sitting Chief Executive Officer of Atlas as of the Closing.

Ex H-1

(c) Subject to the terms and conditions of this Agreement, from and after the Effective Time and until a Termination Event shall have occurred, the Company shall, as promptly as practicable, take all necessary and desirable actions within its control (including, without limitation, calling special meetings of the Board and the stockholders and recommending, supporting and soliciting proxies), so that:

(i) for so long as BCP (together with its Affiliates) Beneficially Owns shares of Common Stock representing at least 50% of the voting power of all shares of the Company’s capital stock entitled to vote generally in the election of directors, BCP shall have the right to nominate at least a majority of all directors of the Board;

(ii) for so long as BCP (together with its Affiliates) Beneficially Owns shares of Common Stock representing less than 50% and equal to or greater than 35% of the voting power of all shares of the Company’s capital stock entitled to vote generally in the election of directors, BCP shall have the right to nominate a number of Nominees equal to three (less the number of BCP Directors who are not up for election);

(iii) for so long as BCP (together with its Affiliates) Beneficially Owns shares of Common Stock representing less than 35% and equal to or greater than 15% of the voting power of all shares of the Company’s capital stock entitled to vote generally in the election of directors, BCP shall have the right to nominate a number of Nominees equal to two (less the number of BCP Directors who are not up for election);

(iv) for so long as BCP (together with its Affiliates) Beneficially Owns shares of Common Stock representing less than 15% and equal to or greater than five percent of the voting power of all shares of the Company’s capital stock entitled to vote generally in the election of directors, BCP shall have the right to nominate a number of Nominees equal to one (less the number of BCP Directors who are not up for election); and

(v) the Board shall include the then sitting Chief Executive Officer of the Company as a Director.

provided, however, that, if at any time the number of shares of Common Stock that BCP (together with its Affiliates) Beneficially Owns is reduced to a percentage of the voting power of all shares of the Company’s capital stock entitled to vote generally in the election of directors that would entitle BCP to nominate a lesser number of Nominees than the number of Directors serving on the Board at such time that were BCP Nominees, BCP shall identify such excess Director or Directors who are not affiliated with BCP and who shall be required to immediately offer their resignation from the Board for consideration by the Board (acting without any of the BCP Nominees then on the Board).

Ex H-2

(d) During the time that BCP shall have the right to nominate a number of Nominees that is equal to two or three pursuant to Section 1(c)(iii) or (c)(ii), respectively, the Company shall, in connection with the nomination of such second or third Nominee, as the case may be, set the size of the Board to seven or eight, respectively; provided, however, that if at any time BCP no longer Beneficially Owns shares of Common Stock representing equal to or greater than 35% of the voting power of all shares of the Company’s capital stock entitled to vote generally in the election of directors as required under Section 1(c)(ii) but does Beneficially Own shares of Common Stock representing equal to or greater than 15% of the voting power of all shares of the Company’s capital stock entitled to vote generally in the election of directors as required under Section 1(c)(iii), the size of the Board shall be reduced by one director such that the size of the Board is set at seven members. During the time that BCP shall have the right to nominate a majority of all the directors of the Board pursuant to Sections 1(c)(i), the Company shall increase the size of the Board to the minimum number necessary to permit the nomination of such number of Nominees as will constitute a majority of the Board; provided, however, that if at any time BCP no longer Beneficially Owns shares of Common Stock representing at least 50% of the voting power of all shares of the Company’s capital stock entitled to vote generally in the election of directors as required under Sections 1(c)(i), the Company shall set the size of the Board to seven or eight in accordance with Sections 1(c)(iii) or (c)(ii), as applicable at such time. For the avoidance of doubt, no member of the Board that is not a Nominee of BCP shall be required to resign from the Board to permit the nomination or election of a Nominee of BCP. Notwithstanding the foregoing, if the Board does not accept the resignation of a BCP Nominee who is not affiliated with BCP tendered in accordance with Section 1(c), the size of the Board shall not be reduced.

(e) The Company shall take all actions necessary to ensure that: (i) the applicable Nominees are included in the Board’s slate of nominees to the stockholders of the Company for each election of Directors and recommended by the Board at any meeting of stockholders called for the purpose of electing directors; and (ii) each applicable Nominee up for election is included in the proxy statement prepared by management of the Company in connection with the Company’s solicitation of proxies or consents in favor of the foregoing for every meeting of the stockholders of the Company called with respect to the election of members of the Board, and at every adjournment or postponement thereof, and on every action or approval by written resolution of the stockholders of the Company or the Board with respect to the election of members of the Board.

(f) If a vacancy occurs because of the death, disability, disqualification, resignation or removal of a BCP Director or for any other reason, BCP shall be entitled to designate such person’s successor, and the Company shall, within ten days of such designation, take all necessary actions within its control such that such vacancy shall be filled with such successor Nominee, it being understood that any such successor designee shall serve the remainder of the term of the Director whom such designee replaces. Notwithstanding anything to the contrary, the director position for such BCP Director shall not be filled pending such designation and appointment, unless BCP fails to designate such replacement for more than 15 days, after which the Company may appoint an interim successor Director (an “Interim Director”) until BCP makes such designation. With respect to any Interim Director appointed pursuant to this Section 1(e), as a condition to such Interim Director’s appointment to the Board, the Company shall cause such Interim Director to deliver to the Company an irrevocable resignation letter pursuant to which such Interim Director shall resign from the Board and all applicable committees thereof effective within 10 days upon the designation of a BCP Director to replace such Interim Director at any time following the date of such Interim Director’s appointment to the Board.

Ex H-3

(g) If a Nominee is not elected because of such Nominee’s death, disability, disqualification, withdrawal as a nominee or for any other reason, BCP shall be entitled to designate promptly another Nominee and the Company shall take all necessary actions within its control such that the director position for which such Nominee was nominated shall not be filled pending such designation or the size of the Board shall be increased by one and such vacancy shall be filled with such successor Nominee within ten days of such designation. Notwithstanding anything to the contrary, the director position for which such Nominee was nominated shall not be filled pending such designation and appointment, unless BCP fails to designate such Nominee for more than 15 days, after which the Company may appoint an Interim Director who may serve as a director if duly elected until BCP makes such designation. With respect to any Interim Director appointed pursuant to this Section 1(f), as a condition to such Interim Director’s appointment to the Board, the Company shall cause such Interim Director to deliver to the Company an irrevocable resignation letter pursuant to which such Interim Director shall resign from the Board and all applicable committees thereof effective within 10 days upon the designation of a BCP Director to replace such Interim Director at any time following the date of such Interim Director’s appointment to the Board.

(h) BCP Directors that are not employees or affiliates of BCP shall be entitled to compensation consistent with the compensation received by other non-employee Directors, including any fees and equity awards. In addition, the Company shall pay the reasonable, documented out-of-pocket expenses incurred by each BCP Director in connection with his or her services provided to or on behalf of the Company, including attending meetings (including committee meetings) or events attended on behalf of the Company at the Company’s request.

(i) In accordance with the Company’s Organizational Documents, the Board may from time to time by resolution establish and maintain one or more committees of the Board, each committee to consist of one or more Directors. The Company shall notify BCP in writing of any new committee of the Board to be established at least 15 days prior to the effective establishment of such committee. If requested by BCP, the Company shall take all necessary steps within its control to cause at least one BCP Director (selected by BCP) to be appointed as a member of each committee of the Board unless such designation would violate any legal restriction on such committee’s composition or the rules and regulations of any applicable exchange on which the Company’s securities may be listed (subject in each case to any applicable exceptions).

(j) The Company shall (i) purchase directors’ and officers’ liability insurance in an amount and pursuant to terms determined by the Board to be reasonable and customary and (ii) for so long as any Director to the Board nominated pursuant to the terms of this Agreement serves as a Director of the Company, maintain such coverage with respect to such Directors; provided, that upon removal or resignation of such Director for any reason, the Company shall take all actions reasonably necessary to extend such directors’ and officers’ liability insurance coverage for a period of not less than six years from any such event in respect of any act or omission occurring at or prior to such event.

Ex H-4

(k) For so long as any BCP Director serves as a Director of the Company, the Company shall not amend, alter or repeal any right to indemnification or exculpation covering or benefiting any Director nominated pursuant to this Agreement as and to the extent consistent with applicable Law, including but not limited to any such rights to indemnification or exculpation in the Company’s Organizational Documents (except to the extent such amendment or alteration permits the Company to provide broader indemnification or exculpation rights, in the aggregate and on an individual basis, on a retroactive basis, than permitted prior thereto).

(l) Notwithstanding anything herein to the contrary, if BCP has the right to designate one or more Nominees and either has not exercised such right or such Nominee has not been elected as a BCP Director (in each case, such that there are no BCP Directors on the Board), then BCP may elect at such time in its sole discretion to designate one Board observer (regardless of how many rights to designate Nominees BCP may have) (the “Board Observer”) to attend and participate in all meetings of the Board or any committees thereof in a non-voting capacity by the giving of written notice to the Company of such election (“Observation Election”). In connection therewith, the Company shall simultaneously give such Board Observer copies of all notices, consents, minutes and other materials, financial or otherwise, which the Company provides to the Board; provided, however, that if the Board Observer does not, upon the written request of the Company, before attending any meetings of the Board, execute and deliver to the Company an agreement to abide by all Company policies applicable to members of the Board and a confidentiality agreement reasonably acceptable to the Company, the Board Observer may be excluded from access to any material or meeting or portion thereof if the Board determines in good faith, upon advice of counsel, that such exclusion is reasonably necessary to protect highly confidential proprietary information of the Company or confidential proprietary information of third parties that the Company is required to hold in confidence, or for other similar reasons. BCP may revoke any such Observation Election at any time upon written notice to the Company after which BCP shall be entitled to designate a replacement Board Observer; provided, further, that the Board Observer shall not share any such information if the Company informs the Board Observer that such sharing could be reasonably expected to compromise or otherwise adversely affect the Company’s and/or its affiliates’ ability to assert any attorney-client privilege or similar rights.

(m) The Company acknowledges and agrees that the BCP Directors may share any information concerning the Company and its subsidiaries received by them, from or on behalf of the Company or its designated representatives, with BCP and its designated representatives; provided, however, that BCP and its designated representatives shall be required to execute and deliver to the Company an agreement to abide by all Company policies applicable to members of the Board and a confidentiality agreement reasonably acceptable to the Company to protect highly confidential proprietary information of the Company or confidential proprietary information of third parties that the Company is required to hold in confidence, or for other similar reasons; provided, further, that the BCP Directors shall not share any such information if the Company informs the BCP Directors that such sharing could be reasonably expected to compromise or otherwise adversely affect the Company’s and/or its affiliates’ ability to assert any attorney-client privilege or similar rights.

Ex H-5

(n) At least 50% of the Nominees must qualify at all times as “independent” pursuant to the applicable listing standards of the Approved Stock Exchange and the U.S. Securities and Exchange Commission.

(o) If the Chief Executive Officer of the Company is serving as a Director and shall cease to be the Chief Executive Officer of the Company for any reason, the Company shall take all actions necessary to remove such Director from the Board as soon as reasonably practicable.

(p) For the avoidance of doubt, a reduction in the percentage of Common Stock Beneficially Owned by BCP and its Affiliates that occurs following a vacancy resulting from a Nominee who is not affiliated with BCP ceasing to serve as a Director for any reason shall not impact BCP’s right to fill such vacancy. In addition, BCP shall not be obligated to designate all (or any) of the directors it is entitled to designate pursuant to this Agreement and the failure to do so shall not constitute a waiver of its rights hereunder.

Section 2. Actions Requiring Special Approval. Without the prior approval of BCP, from and after the Effective Time and at any time prior to a Termination Event, the Company shall not take or omit to take, as applicable, or agree to take or omit to take, as applicable, directly or indirectly, any action to increase or decrease the size of the Board other than as provided in Section 1 hereof or to make a change to the classes on which the Directors serve.

Section 3. Restrictions on Transfer of Common Stock. Other than in connection with the Purchase Agreement and the transactions contemplated thereby or in accordance with Section 3(e), (i) BCP shall not (A) prior to the end of the Initial Lock Up Period, Transfer any shares of Common Stock Beneficially Owned or otherwise held by BCP during the Initial Lock Up Period and, (B) prior to the end of the Alternative Lock Up Period, Transfer shares of Common Stock Beneficially Owned or otherwise held by BCP if such Transfer would cause BCP (together with its Affiliates) to Beneficially Own less than 4,000,000 shares of Common Stock,³ and (ii) the members of the management team of Atlas Intermediate shall not Transfer shares of Common Stock or warrants to purchase shares of Common Stock Beneficially Owned or otherwise held by them prior to the termination of the Initial Lock Up Period. The periods during which the Transfer of Common Stock or warrants to purchase shares of Common Stock shall be restricted in accordance with this Section 3(a) shall be collectively referred to as the “Lock Up Periods.”

(b) BCP and the Company acknowledge and agree that:

(i) notwithstanding anything to the contrary herein, the shares of Common Stock and warrants to purchase shares of Common Stock, in each case, held or Beneficially Owned by BCP shall remain subject to the restrictions on Transfer under applicable securities Laws of any state, federal or foreign entity and the rules and regulations promulgated thereunder; and

³ Note to Draft: If it is decided that Sponsors will not enter into this Agreement, Sponsors will agree to the Alternative Lock Up Period w/r/t their shares.

Ex H-6

(ii) each certificate evidencing any shares of Common Stock or warrants to purchase shares of Common Stock held by BCP and each certificate issued in exchange for or upon the Transfer of any shares of Common Stock or warrants to purchase shares of Common Stock held by BCP (unless such shares are not or are no longer subject to the restrictions on Transfer set forth in this Section 3) shall be stamped or otherwise imprinted with a legend in substantially the following form:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND OTHER PROVISIONS SET FORTH IN A SHAREHOLDERS’ AGREEMENT, DATED AS OF AUGUST 12, 2019, AMONG THE ISSUER OF SUCH SECURITIES (THE “COMPANY”) AND CERTAIN OF THE COMPANY’S SHAREHOLDERS, AS AMENDED. A COPY OF SUCH SHAREHOLDERS’ AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”

The Company shall imprint such legend on certificates evidencing such Common Stock and such warrants to purchase shares of Common Stock. The legend set forth above shall be removed from the certificates evidencing any shares of Common Stock that are not or are no longer subject to the restrictions on Transfer set forth in this Section 3.

(c) Any purported Transfer of shares of Common Stock or warrants to purchase shares of Common Stock held by BCP in violation of this Agreement shall be null and void, and the Company shall refuse to recognize any such Transfer for any purpose.

(d) Notwithstanding anything to the contrary in this Section 3, Transfers of shares of Common Stock or warrants to purchase shares of Common Stock by BCP are permitted (i) to Permitted Transferees who shall (A) be subject to the restrictions in this Section 3 as if they were the original holders of such shares and (B) promptly Transfer such shares back to BCP if they cease to be a Permitted Transferee for any reason prior to the date such shares become freely Transferable in accordance herewith; (ii) in the case of an individual, by a gift to a member of the individual’s immediate family or to a trust, the beneficiary of which is a member of one of the individual’s immediate family, an Affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of Laws of descent and distribution upon death of the individual; or (iv) in the case of an individual, pursuant to a qualified domestic relations order; provided, however, that these Transferees must become a party to this Agreement by executing and delivering such documents as may be necessary to make such Transferee a party hereto.

(e) The restrictions on Transfer set forth in Section 3(a) shall automatically terminate upon the occurrence of a Change of Control during the Lock Up Periods.

Section 4. Definitions.

“Affiliate” means, with respect to any specified Person, any Person that, directly or indirectly, controls, is controlled by, or is under common control with, such specified Person, through one or more intermediaries or otherwise.

Ex H-7

“Agreement” has the meaning set forth in the preamble.

“Alternative Lock Up Period” means the period commencing on the Effective Time and ending on the earlier of (a) the date that is twelve months following the Effective Time or (b) if BCP Transfers either (i) Common Stock Beneficially Owned or otherwise held by BCP resulting in proceeds to BCP equal to at least $50,000,000 or (ii) all shares of Common Stock Beneficially Owned or otherwise held by BCP which were subject to the Initial Lock Up Period, if the proceeds received from the Transfer of such shares of Common Stock is less than $50,000,000, the date on which the reported sales price of the common stock equals or exceeds $12.00 per share for any 20 trading days within a 30 trading day period.

“Annual Meeting” means any meeting of the stockholders of the Company held for the purpose of electing the Directors of the Company.

“Approved Stock Exchange” means the Nasdaq, the New York Stock Exchange or any other national securities exchange on which any of the Common Stock of the Company is listed.

“Atlas Seller” has the meaning set forth in the preamble.

“Atlas Intermediate” has the meaning set forth in the preamble.

“BCP” has the meaning set forth in the preamble.

“BCP Director” means an individual elected to the Board that has been nominated by BCP pursuant to this Agreement. For the avoidance of doubt, each of [●] and [●] (and the person(s) to be designated pursuant to and in accordance with the terms of Section 1(b)) shall be deemed to have been nominated by BCP pursuant to this Agreement.

“Beneficially Own” has the meaning ascribed to it in Section 13(d) of the Securities Exchange Act of 1934, as amended.

“Board” has the meaning set forth in Section 1(a).

“Board Observer” has the meaning set forth in Section 1(k).

“Business Day” means a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York, are authorized or required by Law to close.

“Change of Control” means a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property.

“Class I Director” has the meaning set forth in the Organizational Documents of the Company.

“Class II Director” has the meaning set forth in the Organizational Documents of the Company.

Ex H-8

“Class III Director” has the meaning set forth in the Organizational Documents of the Company.

“Class A Common Stock” shall mean the Class A common stock, par value $0.0001 per share, of the Company.

“Class B Common Stock” shall mean the Class B common stock, par value $0.0001 per share, of the Company.

“Common Stock” shall mean the shares of Class A Common Stock and Class B Common Stock.

“Common Stock Price” shall have the meaning set forth in the Purchase Agreement.

“Company” has the meaning set forth in the preamble.

“Director” means a member of the Board until such individual’s death, disability, disqualification, resignation or removal.

“Effective Time” has the meaning set forth in the preamble.

“Initial Lock Up Period” means the period commencing on the Effective Time and ending on the date that is six months following the Effective Time.

“Law” has the meaning ascribed to it in the Purchase Agreement.

“Lock Up Periods” has the meaning set forth in Section 3(a).

“Nominee” has the meaning set forth in Section 1(a).

“Observation Election” has the meaning set forth in Section 1(k).

“Organizational Documents” means the Company’s certificate of incorporation and bylaws, as in effect at the Effective Time, as the same may be amended from time to time.

“Party” has the meaning set forth in the preamble.

“Permitted Transferee” means, with respect to any Person, (i) the direct or indirect partners, members, equity holders or other Affiliates of such Person, or (ii) any of such Person’s related investment funds or vehicles controlled or managed by such Person or Affiliate of such Person.

“Person” means any individual, firm, corporation, partnership, limited liability company, incorporated or unincorporated association, joint venture, joint stock company, governmental agency or instrumentality or other entity of any kind.

“Proceeding” has the meaning ascribed to it in the Purchase Agreement.

“Purchase Agreement” has the meaning set forth in the recitals.

Ex H-9

“Termination Event” has the meaning set forth in Section 18.

“Transfer” means any sale, transfer, assignment or other disposition of (whether with or without consideration and whether voluntary or involuntary or by operation of Law) of Common Stock. “Transferable” and “Transferee” shall each have a correlative meaning.

Section 5. Assignment; Benefit of Parties. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors, legal representatives and assignees for the uses and purposes set forth and referred to herein. Notwithstanding the foregoing, the Company may not assign any of its rights or obligations hereunder without the prior written consent of BCP. Nothing herein contained shall confer or is intended to confer on any third party or entity that is not a party to this Agreement any rights under this Agreement.

Section 6. Remedies. The Parties shall be entitled to enforce their rights under this Agreement specifically, to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights existing in their favor. The Parties agree and acknowledge that a breach of this Agreement would cause irreparable harm and money damages would not be an adequate remedy for any such breach and that, in addition to other rights and remedies hereunder, the Parties shall be entitled to specific performance and/or injunctive or other equitable relief (without posting a bond or other security) from any court of Law or equity of competent jurisdiction in order to enforce or prevent any violation of the provisions of this Agreement.

Section 7. Notices. All notices and other communications among the Parties shall be in writing and shall be deemed to have been duly given (i) when delivered in person, (ii) when delivered after posting in the United States mail having been sent registered or certified mail return receipt requested, postage prepaid, (iii) when delivered by FedEx or other nationally recognized overnight delivery service or (iv) when e-mailed during normal business hours (and otherwise as of the immediately following Business Day), addressed as follows:

(a) If to the Company:

Atlas Technical Consultants, Inc.

8801 Calera Drive

Austin, Texas 78735

Attention: Steve Kadenacy

E-mail: sk@boxwoodmc.com

with a copy (which shall not constitute notice) to:

Winston & Strawn

200 Park Avenue

New York, NY 10166-4193

Attention: Joel Rubinstein

   Jason Osborn

Fax: (212) 294-5336

Email: jrubinstein@winston.com

    josborn@winston.com

Ex H-10

(b) If to the Atlas Holders or BCP:

Atlas Technical Consultants Holdings LP

13215 Bee Cave Parkway

Bldg. A, Suite 260

Austin, Texas 78738

Attention: L. Joseph Boyer

Email: joe.boyer@atlastechnical.us

with a copy (which shall not constitute notice) to:

c/o Bernhard Capital Partners

400 Convention St., Suite 1010

Baton Rouge, Louisiana 70802

Attention: Mark Spender

   Christopher Dillon

    Lucie Kantrow

Fax: (225) 454-6957

Email: mark@bernhardcapital.com

chris@bernhardcapital.com

lucie@bernhardcapital.com

and

Kirkland & Ellis LLP

609 Main Street

Houston, Texas 77002

Attention: William J. Benitez, P.C.

Julian J. Seiguer, P.C.

Fax: (713) 836-3601

Email: wbenitez@kirkland.com

  julian.seiguer@kirkland.com

Section 8. Adjustments. If, and as often as, there are any changes in the Common Stock by way of stock split, stock dividend, combination or reclassification, or through merger, consolidation, reorganization, recapitalization or sale, or by any other means, appropriate adjustment shall be made in the provisions of this Agreement, as may be required, so that the rights, privileges, duties and obligations hereunder shall continue with respect to the Common Stock as so changed.

Section 9. No Strict Construction. The language used in this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent, and no rule of strict construction shall be applied against any Party.

Section 10. No Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended or shall be construed to confer upon, or give to, any person or entity other than the Parties and their respective successors and assigns any remedy or claim under or by reason of this Agreement or any terms, covenants or conditions hereof, and all of the terms, covenants, conditions, promises and agreements contained in this Agreement shall be for the sole and exclusive benefit of the Parties and their respective successors and assigns.

Ex H-11

Section 11. Further Assurances. Each of the Parties hereby agrees that it will hereafter execute and deliver any further document, agreement, instruments of assignment, transfer or conveyance as may be necessary or desirable to effectuate the purposes hereof.

Section 12. Counterparts. This Agreement may be executed in one or more counterparts, and may be delivered by means of facsimile or electronic transmission in portable document format, each of which shall be deemed to be an original and shall be binding upon the Party who executed the same, but all of such counterparts shall constitute the same agreement.

Section 13. Governing Law. This Agreement, and all claims or causes of action based upon, arising out of, or related to this Agreement or the transactions contemplated hereby, shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without giving effect to principles or rules of conflict of Laws to the extent such principles or rules would require or permit the application of Laws of another jurisdiction.

Section 14. Jurisdiction; WAIVER OF TRIAL BY JURY. Any Proceeding based upon, arising out of or related to this Agreement or the transactions contemplated hereby may be brought in federal and state courts located in the State of Delaware, and each of the Parties irrevocably submits to the exclusive jurisdiction of each such court in any such Proceeding, waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect of the Proceeding shall be heard and determined only in any such court, and agrees not to bring any Proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any Party to serve process in any manner permitted by Law or to commence legal proceedings or otherwise proceed against any other Party in any other jurisdiction, in each case, to enforce judgments obtained in any Proceeding brought pursuant to this Section 14. EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING BASED UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 15. Entire Agreement. This Agreement, together with the Purchase Agreement, the agreements referenced herein and the other agreements entered into in connection with the consummation of the transactions contemplated by the Purchase Agreement, constitute the entire agreement among the Parties relating to the transactions contemplated hereby and supersede any other agreements, whether written or oral, that may have been made or entered into by or among any of the Parties or any of their respective subsidiaries relating to the transactions contemplated hereby.

Ex H-12

Section 16. Severability. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement shall remain in full force and effect. The Parties further agree that if any provision contained herein is, to any extent, held invalid or unenforceable in any respect under the Laws governing this Agreement, the remaining provisions of this Agreement shall be reformed, construed and enforced to the fullest extent permitted by Law and to the extent necessary to give effect to the intent of the Parties.

Section 17. Amendment and Waiver. Except as otherwise provided herein, no modification, amendment or waiver of any provision of this Agreement shall be effective against the Parties unless such modification is approved in writing by the Parties. The failure of any Party to enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such provisions and shall not affect the right of such Party thereafter to enforce each and every provision of this Agreement in accordance with its terms.

Section 18. Termination. Notwithstanding anything to the contrary contained herein, if BCP (together with its Affiliates and permitted assignees) ceases to Beneficially Own or otherwise directly or indirectly hold shares of Common Stock representing at least five (5%) of the voting power of all shares of the Company’s capital stock entitled to vote generally in the election of directors (“Termination Event”), then this Agreement shall expire and terminate automatically; provided, however, that Section 1(g), (i), (j) and (k), Sections 4 through 10, Sections 13 through 17, this Section 18 and Section 19 shall survive the termination of this Agreement.

Section 19. Enforcement. Each of the Parties covenant and agree that the disinterested Directors of the Board have the right to enforce, waive or take any other action with respect to this Agreement on behalf of the Company.

* * * * *

Ex H-13

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Time.

Company:

ATLAS TECHNICAL CONSULTANTS, INC.

By:

Name:

Title:

Signature Page to Shareholders’ Agreement

Ex H-14

BCP:

[BCP FUNDS]

By:

Its:

By:

Name: 

Title:

Signature Page to Shareholders’ Agreement

Ex H-15

EXHIBIT I

Buyer Bring Down Certificate

(see attached)

Exhibit I to Unit Purchase Agreement

Final Version

BUYER CLOSING CERTIFICATE

BOXWOOD MERGER CORP.

August 12, 2019

Reference is made to that certain Unit Purchase Agreement, dated as of August 12, 2019 (the “Purchase Agreement”), by and among Boxwood Merger Corp., a Delaware corporation (“Buyer”), Atlas Intermediate Holdings LLC, a Delaware limited liability company (the “Company”) and Atlas Technical Consultants Holdings LP, a Delaware limited partnership (“Seller”). Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement and all references to Articles or Sections shall be to the Purchase Agreement. The undersigned, being the duly elected and acting Vice President and Secretary of Buyer, does hereby certify in the name of and on behalf of Buyer, and not in her individual capacity, that she is the duly elected, qualified and acting Vice President and Secretary of Buyer, and does hereby further certify pursuant to Section 9.2(c) of the Purchase Agreement as follows:

1. Each of the representations and warranties of Buyer and Merger Sub set forth in the Purchase Agreement are true and correct in all respects as of the Closing Date, except (i) to the extent that such representations and warranties refer specifically to an earlier date, in which case such representations and warranties were true and correct as of such earlier date and (ii) where the failure of any such representations and warranties to be so true and correct has not had a material adverse effect on the ability of Buyer to consummate the transactions contemplated by the Purchase Agreement.

2. Buyer and Merger Sub have performed or complied in all material respects with all obligations and covenants required by the Purchase Agreement to be performed or complied with by Buyer or Merger Sub at or prior to the Closing Date; provided, however, that, with respect to any such covenants or obligations that are qualified by materiality, Buyer has performed or complied with such covenants or obligations, as so qualified, in all respects.

[signature page follows]

Ex I-1

IN WITNESS WHEREOF, the undersigned has executed this Buyer Closing Certificate as of the date first written above.

TVG-BHG ACQUISITION CORP.
By:
Name:	Amy M. Christensen
Title:	Vice President and Secretary

[Signature Page to TVG-BHG Acquisition Corp. Closing Certificate]

Ex I-2

EXHIBIT J

SPONSOR VOTING AGREEMENT

(see attached)

Exhibit J to Unit Purchase Agreement

Final Version

VOTING AGREEMENT

This Voting Agreement (this “Agreement”), dated as of August 12, 2019 (the “Effective Time”), is entered into by and among Atlas Technical Consultants, Inc., a Delaware corporation (the “Company”), and Boxwood Sponsor LLC, a Delaware limited liability company (the “Sponsor”). Each of the Company and the Sponsor may be referred to herein as a “Party” and collectively as the “Parties”.

RECITALS

WHEREAS, pursuant to that certain Director Nomination Agreement (the “Director Nomination Agreement”), dated as of as of the Effective Time, by and among the Company and [BCP funds] (“BCP”), the Company agreed to provide BCP with the right to nominate to the Company’s board of directors (the “Board”) certain BCP Nominees (such term and other terms used but not defined hereto having the meanings set forth in the Director Nomination Agreement); and

WHEREAS, in connection therewith, the Parties wish to set forth in this Agreement their agreements with respect to the voting by the Sponsor of its shares of Common Stock in favor of the Nominees following the Effective Time on the terms and subject to the conditions set forth herein;

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

Section 1. Covenant to Vote. Subject to the terms and conditions of this Agreement and the Director Nomination Agreement, from and after the Effective Time and until a Termination Event under the Director Nomination Agreement or any other termination of the Director Nomination Agreement shall have occurred, the Sponsor agrees that it shall vote all of its shares of Common Stock in favor of each BCP Nominee for election to the Board and who has been recommended by the Board for such appointment or nomination at every meeting of the stockholders of the Company called with respect to the election of members of the Board, and at every adjournment or postponement thereof, and on every action or approval by written resolution of the stockholders of the Company or the Board with respect to the election of members of the Board.

Section 2. Assignment; Benefit of Parties. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors, legal representatives and assignees for the uses and purposes set forth and referred to herein. Notwithstanding the foregoing, the Sponsor may not assign any of its rights or obligations hereunder without the prior written consent of the Company. Nothing herein contained shall confer or is intended to confer on any third party or entity that is not a party to this Agreement any rights under this Agreement.

Ex J-1

Section 3. Remedies. The Parties shall be entitled to enforce their rights under this Agreement specifically, to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights existing in their favor. The Parties agree and acknowledge that a breach of this Agreement would cause irreparable harm and money damages would not be an adequate remedy for any such breach and that, in addition to other rights and remedies hereunder, the Parties shall be entitled to specific performance and/or injunctive or other equitable relief (without posting a bond or other security) from any court of Law or equity of competent jurisdiction in order to enforce or prevent any violation of the provisions of this Agreement.

Section 4. Notices. All notices and other communications among the Parties shall be in writing and shall be deemed to have been duly given (i) when delivered in person, (ii) when delivered after posting in the United States mail having been sent registered or certified mail return receipt requested, postage prepaid, (iii) when delivered by FedEx or other nationally recognized overnight delivery service or (iv) when e-mailed during normal business hours (and otherwise as of the immediately following Business Day), addressed as follows:

(a) If to the Sponsor:

Boxwood Sponsor LLC

8801 Calera Drive

Austin, Texas 78735

Attention: Steve Kadenacy

E-mail: sk@boxwoodmc.com

(b) If to the Company:

Atlas Technical Consultants, Inc.

8801 Calera Drive

Austin, Texas 78735

Attention: Steve Kadenacy

E-mail: sk@boxwoodmc.com

Section 5. No Strict Construction. The language used in this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent, and no rule of strict construction shall be applied against any Party.

Section 6. No Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended or shall be construed to confer upon, or give to, any person or entity other than the Parties and their respective successors and assigns any remedy or claim under or by reason of this Agreement or any terms, covenants or conditions hereof, and all of the terms, covenants, conditions, promises and agreements contained in this Agreement shall be for the sole and exclusive benefit of the Parties and their respective successors and assigns.

Section 7. Further Assurances. Each of the Parties hereby agrees that it will hereafter execute and deliver any further document, agreement, instruments of assignment, transfer or conveyance as may be necessary or desirable to effectuate the purposes hereof.

Section 8. Counterparts. This Agreement may be executed in one or more counterparts, and may be delivered by means of facsimile or electronic transmission in portable document format, each of which shall be deemed to be an original and shall be binding upon the Party who executed the same, but all of such counterparts shall constitute the same agreement.

Ex J-2

Section 9. Governing Law. This Agreement, and all claims or causes of action based upon, arising out of, or related to this Agreement or the transactions contemplated hereby, shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without giving effect to principles or rules of conflict of Laws to the extent such principles or rules would require or permit the application of Laws of another jurisdiction.

Section 10. Jurisdiction; WAIVER OF TRIAL BY JURY. Any Proceeding based upon, arising out of or related to this Agreement or the transactions contemplated hereby may be brought in federal and state courts located in the State of Delaware, and each of the Parties irrevocably submits to the exclusive jurisdiction of each such court in any such Proceeding, waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect of the Proceeding shall be heard and determined only in any such court, and agrees not to bring any Proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any Party to serve process in any manner permitted by Law or to commence legal proceedings or otherwise proceed against any other Party in any other jurisdiction, in each case, to enforce judgments obtained in any Proceeding brought pursuant to this Section 10. EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING BASED UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 11. Entire Agreement. This Agreement, together with the Director Nomination Agreement, the Purchase Agreement, the agreements referenced herein and the other agreements entered into in connection with the consummation of the transactions contemplated by the Director Nomination Agreement and the Purchase Agreement, constitute the entire agreement among the Parties relating to the transactions contemplated hereby and supersede any other agreements, whether written or oral, that may have been made or entered into by or among any of the Parties or any of their respective subsidiaries relating to the transactions contemplated hereby.

Section 12. Severability. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement shall remain in full force and effect. The Parties further agree that if any provision contained herein is, to any extent, held invalid or unenforceable in any respect under the Laws governing this Agreement, the remaining provisions of this Agreement shall be reformed, construed and enforced to the fullest extent permitted by Law and to the extent necessary to give effect to the intent of the Parties.

Section 13. Amendment and Waiver. Except as otherwise provided herein, no modification, amendment or waiver of any provision of this Agreement shall be effective against the Parties unless such modification is approved in writing by the Parties and, in the case of the Company, approved by the unanimous vote of the members of the Board who are not affiliated with Sponsor or BCP. The failure of any Party to enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such provisions and shall not affect the right of such Party thereafter to enforce each and every provision of this Agreement in accordance with its terms.

Section 14. Termination. Notwithstanding anything to the contrary contained herein, this Agreement shall immediately and without further action by any of the Parties, automatically terminate upon the termination of, or the occurrence of a Termination Event under, the Director Nomination Agreement.

* * * * *

Ex J-3

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Time.

Sponsor:
BOXWOOD SPONSOR LLC
By:
Name:	Steve Kadenacy
Title:	Manager
By:
Name:	Jin Chun
Title:	Manager

[Signature Page to Voting Agreement]

Ex J-4

Company:

ATLAS TECHNICAL CONSULTANTS, INC.

By:

Name: 

Title:

[Signature Page to Voting Agreement]

Ex J-5

EXHIBIT K

SPONSOR Lock-Up AGREEMENT

(see attached)

Exhibit K to Unit Purchase Agreement 

Final Version

LOCK-UP AGREEMENT

This Lock-Up Agreement (this “Agreement”), dated as of [●], 2019 (the “Effective Time”), is entered into by and among Atlas Technical Consultants, Inc., a Delaware corporation (the “Company”), and Boxwood Sponsor LLC, a Delaware limited liability company (the “Sponsor”). Each of the Company and the Sponsor may be referred to herein as a “Party” and collectively as the “Parties”.

RECITALS

WHEREAS, pursuant to that certain Unit Purchase Agreement, dated as of August 12, 2019 (the “Purchase Agreement”), by and among the Company, Atlas TC Holdings LLC, Atlas TC Buyer LLC, Atlas Technical Consultants Holdings LP, a Delaware limited partnership (“Atlas Seller”), and Atlas Intermediate Holdings LLC, a Delaware limited liability company (“Atlas Intermediate”), the Company is acquiring all of the limited liability company interest in Atlas Intermediate]; and

WHEREAS, it is a condition to closing under the Purchase Agreement that the Sponsor enter into this Agreement which provides for restrictions on the Transfer of its shares of Common Stock on the terms and subject to the conditions set forth herein;

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

Section 1. Restrictions on Transfer of Common Stock.

(a) Except as otherwise provided for herein, Sponsor shall not, prior to the end of the Lock Up Period, Transfer shares of Common Stock or warrants to purchase shares of Common Stock Beneficially Owned or otherwise held by it.

(b) Sponsor and the Company acknowledge and agree that:

(i) notwithstanding anything to the contrary herein, the shares of Common Stock and warrants to purchase shares of Common Stock, in each case, held or Beneficially Owned by Sponsor shall remain subject to the restrictions on Transfer under applicable securities Laws of any state, federal or foreign entity and the rules and regulations promulgated thereunder; and

Ex K-1

(ii) each certificate evidencing any shares of Common Stock or warrants to purchase shares of Common Stock held by Sponsor and each certificate issued in exchange for or upon the Transfer of any shares of Common Stock or warrants to purchase shares of Common Stock held by Sponsor (unless such shares are not or are no longer subject to the restrictions on Transfer set forth in this Section 1) shall be stamped or otherwise imprinted with a legend in substantially the following form:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND OTHER PROVISIONS SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF AUGUST 12, 2019, AMONG THE ISSUER OF SUCH SECURITIES (THE “COMPANY”) AND CERTAIN OF THE COMPANY’S SHAREHOLDERS, AS AMENDED. A COPY OF SUCH AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”

The Company shall imprint such legend on certificates evidencing such Common Stock and such warrants to purchase shares of Common Stock. The legend set forth above shall be removed from the certificates evidencing any shares of Common Stock that are not or are no longer subject to the restrictions on Transfer set forth in this Section 1.

(c) Any purported Transfer of shares of Common Stock or warrants to purchase shares of Common Stock held by Sponsor in violation of this Agreement shall be null and void, and the Company shall refuse to recognize any such Transfer for any purpose.

(d) Notwithstanding anything to the contrary in this Section 1 Transfers of shares of Common Stock or warrants to purchase shares of Common Stock by Sponsor are permitted (i) to Permitted Transferees who shall (A) be subject to the restrictions in this Section 1 as if they were the original holders of such shares and (B) promptly Transfer such shares back to Sponsor if they cease to be a Permitted Transferee for any reason prior to the date such shares become freely Transferable in accordance herewith; (ii) in the case of an individual, by a gift to a member of the individual’s immediate family or to a trust, the beneficiary of which is a member of one of the individual’s immediate family, an Affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of Laws of descent and distribution upon death of the individual; or (iv) in the case of an individual, pursuant to a qualified domestic relations order; provided, however, that these Transferees must become a party to this Agreement by executing and delivering such documents as may be necessary to make such Transferee a party hereto.

(e) The restrictions on Transfer set forth in Section 1(a) shall automatically terminate upon the occurrence of a Change of Control during the Lock Up Period.

Section 2. Definitions.

“Affiliate” means, with respect to any specified Person, any Person that, directly or indirectly, controls, is controlled by, or is under common control with, such specified Person, through one or more intermediaries or otherwise.

“Agreement” has the meaning set forth in the preamble.

“Atlas Seller” has the meaning set forth in the recitals.

Ex K-2

“Atlas Intermediate” has the meaning set forth in the recitals.

“BCP” means [BCP funds].

“Beneficially Own” has the meaning ascribed to it in Section 13(d) of the Securities Exchange Act of 1934, as amended.

“Change of Control” means a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property.

“Class A Common Stock” shall mean the Class A common stock, par value $0.0001 per share, of the Company.

“Class B Common Stock” shall mean the Class B common stock, par value $0.0001 per share, of the Company.

“Common Stock” shall mean the shares of Class A Common Stock and Class B Common Stock.

“Company” has the meaning set forth in the preamble.

“Director” means a member of the Board until such individual’s death, disability, disqualification, resignation or removal.

“Effective Time” has the meaning set forth in the preamble.

“Law” has the meaning ascribed to it in the Purchase Agreement.

“Lock Up Period” means the period commencing on the Effective Time and ending on the earlier of (a) the date that is twelve months following the Effective Time or (b) if BCP Transfers either (i) Common Stock Beneficially Owned or otherwise held by BCP resulting in gross proceeds to BCP equal to at least $50,000,000 or (ii) all shares of Common Stock Beneficially Owned or otherwise held by BCP which were subject to an initial six (6) month restriction on Transfer, if the proceeds received from the Transfer of such shares of Common Stock is less than $50,000,000, the date on which the reported sales price of the common stock equals or exceeds $12.00 per share for any 20 trading days within a 30 trading day period.

“Party” has the meaning set forth in the preamble.

“Permitted Transferee” means, with respect to any Person, (i) the direct or indirect partners, members, equity holders or other Affiliates of such Person, or (ii) any of such Person’s related investment funds or vehicles controlled or managed by such Person or Affiliate of such Person.

“Person” means any individual, firm, corporation, partnership, limited liability company, incorporated or unincorporated association, joint venture, joint stock company, governmental agency or instrumentality or other entity of any kind.

Ex K-3

“Proceeding” has the meaning ascribed to it in the Purchase Agreement.

“Purchase Agreement” has the meaning set forth in the recitals.

“Termination Event” has the meaning set forth in Section 15.

“Transfer” means any sale, transfer, assignment or other disposition of (whether with or without consideration and whether voluntary or involuntary or by operation of Law) of Common Stock. “Transferable” and “Transferee” shall each have a correlative meaning.

Section 3. Assignment; Benefit of Parties. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors, legal representatives and assignees for the uses and purposes set forth and referred to herein. Notwithstanding the foregoing, the Sponsor may not assign any of its rights or obligations hereunder without the prior written consent of the Company. Nothing herein contained shall confer or is intended to confer on any third party or entity that is not a party to this Agreement any rights under this Agreement.

Section 4. Remedies. The Parties shall be entitled to enforce their rights under this Agreement specifically, to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights existing in their favor. The Parties agree and acknowledge that a breach of this Agreement would cause irreparable harm and money damages would not be an adequate remedy for any such breach and that, in addition to other rights and remedies hereunder, the Parties shall be entitled to specific performance and/or injunctive or other equitable relief (without posting a bond or other security) from any court of Law or equity of competent jurisdiction in order to enforce or prevent any violation of the provisions of this Agreement.

Section 5. Notices. All notices and other communications among the Parties shall be in writing and shall be deemed to have been duly given (i) when delivered in person, (ii) when delivered after posting in the United States mail having been sent registered or certified mail return receipt requested, postage prepaid, (iii) when delivered by FedEx or other nationally recognized overnight delivery service or (iv) when e-mailed during normal business hours (and otherwise as of the immediately following Business Day), addressed as follows:

(a) If to the Sponsor:

Boxwood Sponsor LLC

8801 Calera Drive

Austin, Texas 78735

Attention: Steve Kadenacy

E-mail: sk@boxwoodmc.com

(b) If to the Company:

Atlas Technical Consultants, Inc.

8801 Calera Drive

Austin, Texas 78735

Attention: Steve Kadenacy

E-mail: sk@boxwoodmc.com

Ex K-4

Section 6. No Strict Construction. The language used in this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent, and no rule of strict construction shall be applied against any Party.

Section 7. No Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended or shall be construed to confer upon, or give to, any person or entity other than the Parties and their respective successors and assigns any remedy or claim under or by reason of this Agreement or any terms, covenants or conditions hereof, and all of the terms, covenants, conditions, promises and agreements contained in this Agreement shall be for the sole and exclusive benefit of the Parties and their respective successors and assigns.

Section 8. Further Assurances. Each of the Parties hereby agrees that it will hereafter execute and deliver any further document, agreement, instruments of assignment, transfer or conveyance as may be necessary or desirable to effectuate the purposes hereof.

Section 9. Counterparts. This Agreement may be executed in one or more counterparts, and may be delivered by means of facsimile or electronic transmission in portable document format, each of which shall be deemed to be an original and shall be binding upon the Party who executed the same, but all of such counterparts shall constitute the same agreement.

Section 10. Governing Law. This Agreement, and all claims or causes of action based upon, arising out of, or related to this Agreement or the transactions contemplated hereby, shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without giving effect to principles or rules of conflict of Laws to the extent such principles or rules would require or permit the application of Laws of another jurisdiction.

Section 11. Jurisdiction; WAIVER OF TRIAL BY JURY. Any Proceeding based upon, arising out of or related to this Agreement or the transactions contemplated hereby may be brought in federal and state courts located in the State of Delaware, and each of the Parties irrevocably submits to the exclusive jurisdiction of each such court in any such Proceeding, waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect of the Proceeding shall be heard and determined only in any such court, and agrees not to bring any Proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any Party to serve process in any manner permitted by Law or to commence legal proceedings or otherwise proceed against any other Party in any other jurisdiction, in each case, to enforce judgments obtained in any Proceeding brought pursuant to this Section 11. EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING BASED UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Ex K-5

Section 12. Entire Agreement. This Agreement, together with the Purchase Agreement, the agreements referenced herein and the other agreements entered into in connection with the consummation of the transactions contemplated by the Director Nomination Agreement and the Purchase Agreement, constitute the entire agreement among the Parties relating to the transactions contemplated hereby and supersede any other agreements, whether written or oral, that may have been made or entered into by or among any of the Parties or any of their respective subsidiaries relating to the transactions contemplated hereby.

Section 13. Severability. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement shall remain in full force and effect. The Parties further agree that if any provision contained herein is, to any extent, held invalid or unenforceable in any respect under the Laws governing this Agreement, the remaining provisions of this Agreement shall be reformed, construed and enforced to the fullest extent permitted by Law and to the extent necessary to give effect to the intent of the Parties.

Section 14. Amendment and Waiver. Except as otherwise provided herein, no modification, amendment or waiver of any provision of this Agreement shall be effective against the Parties unless such modification is approved in writing by the Parties and, in the case of the Company, approved by the unanimous vote of the members of the Board who are not affiliated with Sponsors or BCP. The failure of any Party to enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such provisions and shall not affect the right of such Party thereafter to enforce each and every provision of this Agreement in accordance with its terms.

Section 15. Termination. Notwithstanding anything to the contrary contained herein, this Agreement shall immediately and without further action by any of the Parties, automatically terminate upon the termination of, or the occurrence of a Termination Event under, the Director Nomination Agreement.

*     *     *     *     *

Ex K-6

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Time.

Sponsor:
BOXWOOD SPONSOR LLC
By:
Name:	Steve Kadenacy
Title:	Manager
By:
Name:	Jin Chun
Title:	Manager

[Signature Page to Lock-Up Agreement]

Ex K-7

Company:

ATLAS TECHNICAL CONSULTANTS, INC.

By:

Name: 

Title:

[Signature Page to Lock-Up Agreement]

Ex K-8

EXHIBIT L

Binder Agreement and R&W Insurance Policy

(see attached)

Exhibit L to Unit Purchase Agreement

Debt to equity schedule

Debt to Equity Schedule

Debt to Equity Calculation		Example
	Pro forma combined Buyer Group and Atlas Companies Indebtedness immediately following Closing	370.00
	Less: Pro forma combined Buyer Group and Atlas Companies Cash immediately following Closing	-
(A)	= Net Debt	370.00
	Rolled Unit Value	197.00
	Plus:  funds remaining in Trust following Parent Stock Redemption (clause (i) of Available Closing Date Equity)	100.00
	Plus: proceeds received from Equity Financing transactions (clause (ii) of Available Closing Date Equity)	-
(B)	= Equity	297.00
	Debt to Equity Ratio means the above (A) Net Debt divided by (B) Equity	1.246
	Debt to Equity Threshold means 1.350
Note: Capitalized terms refer to definitions from the Agreement

Debt to Equity Schedule to Unit Purchase Agreement

EX-10.1

Exhibit 10.1

MACQUARIE CAPITAL (USA) INC.
MACQUARIE CAPITAL FUNDING LLC
125 West 55^th Street
New York, New York 10019 NATIXIS, NEW YORK BRANCH
1251 Avenue of the Americas
New York, New York 10020

CONFIDENTIAL

August 12, 2019

Boxwood Merger Corp.

8801 Calera Dr.

Austin, TX 78735

Attn: Steven Kadenacy

Project Atlas
Commitment Letter

Ladies and Gentlemen:

Boxwood Merger Corp., a Delaware corporation (the “SPAC” or “you”), has advised Macquarie Capital Funding LLC (“Macquarie Lender”), Macquarie Capital (USA) Inc. (“Macquarie Capital”) and Natixis, New York Branch (“Natixis” and, together with Macquarie Lender and Macquarie Capital, collectively, the “Commitment Parties”, “us” or “we”) that you intend to acquire (the “Acquisition”), through Atlas TC Buyer LLC, a newly formed Delaware limited liability company controlled by you (“Acquisition Co.”), all of the outstanding equity interests of Atlas Intermediate Holdings LLC, a Delaware limited liability company (the “Target”), and to consummate the other transactions described in the Transaction Summary attached hereto as Exhibit A (the “Transaction Summary”). Capitalized terms used but not defined herein are used with the meanings assigned to them in the Transaction Summary, the Summary of Principal Terms and Conditions attached hereto as Exhibit B (the “First Lien Facilities Term Sheet”), the Summary of Principal Terms and Conditions attached hereto as Exhibit C (the “Second Lien Facilities Term Sheet” and, together with the First Lien Facilities Term Sheet, the “Term Sheets”) or the Summary of Conditions Precedent attached hereto as Exhibit D (such Exhibits A, B, C and D, together with this commitment letter, this “Commitment Letter”).

1. Commitments

In connection with the Transactions, each of Macquarie Lender and Natixis (in such capacity, each an “Initial Lender”) is pleased to advise you of its several but not joint commitment to provide 60.0% and 40.0%, respectively, of the aggregate principal amount of each of (a) a senior secured first lien term loan facility (the “First Lien Term Facility”) in an amount not to exceed the sum of (i) up to $290.0 million under the First Lien Term Facility and (ii) at the Borrower’s option, any additional amounts under the First Lien Term Facility to fund original issue discount and/or upfront fees on the First Lien Term Facility in connection with the exercise of the “Flex Provisions” under the Fee Letter (as defined below)), (b) a $40.0 million senior secured first lien revolving credit facility (the “Revolving Facility” and, together with the First Lien Term Facility, the “First Lien Facilities”) and (c) a senior secured second lien term loan facility (the “Second Lien Contingency Term Facility” and, together with the First Lien Facilities, the “Facilities”) in an amount not to exceed the sum of (i) up to $70.0 million and (ii) at the Borrower’s option, any additional amounts under the Second Lien Contingency Term Facility to fund original issue discount and/or upfront fees on the Second Lien Contingency Term Facility in connection with the exercise of the “Flex Provisions” under the Fee Letter, in each case, upon the terms set forth in this Commitment Letter and the Term Sheets, which commitment is conditioned solely on the conditions precedent set forth in Exhibit D hereto (the “Initial Funding Conditions”).

2. Titles and Roles

It is agreed that, subject to the terms and conditions contained in this Commitment Letter and the Fee Letter, you hereby appoint (i) each of Macquarie Capital and Natixis to act as a joint lead arranger and bookrunner for the First Lien Facilities (acting in such capacities, each a “First Lien Lead Arranger” and, together with any other lead arranger and bookrunner for the First Lien Facilities that may be appointed in accordance with the terms of this Section 2, the “First Lien Lead Arrangers”), (ii) each of Macquarie Capital and Natixis to act as a joint lead arranger and bookrunner for the Second Lien Contingency Term Facility (acting in such capacities, each a “Second Lien Lead Arranger” and, together with any other lead arranger and bookrunner for the Second Lien Contingency Term Facility that may be appointed in accordance with the terms of this Section 2, the “Second Lien Lead Arrangers” and, together with the First Lien Lead Arrangers, collectively, the “Lead Arrangers”), (iii) Macquarie Lender (or another entity designated by Macquarie Lender) to act as sole administrative agent and collateral agent for the First Lien Facilities (acting in such capacities, the “First Lien Administrative Agent”) and (iv) Macquarie Lender (or another entity designated by Macquarie Lender) to act as sole administrative agent and collateral agent for the Second Lien Contingency Term Facility (acting in such capacities, the “Second Lien Administrative Agent” and, together with the with First Lien Administrative Agent, the “Administrative Agents”).

Except as set forth in the provisos below of this paragraph, you agree that no other agents, co-agents, arrangers or bookrunners will be appointed, no other titles will be awarded and no compensation will be paid by you or any of your affiliates (other than as expressly contemplated by this Commitment Letter and the Fee Letter) in connection with the Facilities unless you and we shall so agree in writing; provided, that you may, in consultation with the Lead Arrangers, on or prior to the date which is 20 business days after the date of your acceptance of this Commitment Letter, appoint additional agents, co-agents, lead arrangers, bookrunners, managers or arrangers (any such agent, co-agent, lead arranger, bookrunner, manager or arranger, an “Additional Initial Lender”) for the Facilities, and award such Additional Initial Lenders titles (other than administrative agent or collateral agent) in a manner and with economics set forth in the immediately succeeding proviso (it being understood that, to the extent you appoint any Additional Initial Lenders, then, upon the execution by such Additional Initial Lender (or any relevant affiliate thereof) of customary joinder documentation, notwithstanding anything in Section 3 to the contrary, the commitments of the Initial Lenders in respect of the Facilities, in each case pursuant to and in accordance with this proviso, will be permanently reduced by the amount of the commitments of such Additional Initial Lender (or its relevant affiliates) in respect of each of the Facilities, with such reduction allocated to reduce the commitments of the Initial Lenders in respect of the Facilities at such time on a pro rata basis according to the respective amounts of their commitments, and, thereafter, each such Additional Initial Lender (and any relevant affiliate thereof) shall constitute a “Commitment Party” and “Lead Arranger” hereunder and under the Fee Letter and it or its relevant affiliate providing such commitment shall constitute a “Commitment Party” hereunder and under the Fee Letter); provided, further, that (i) each Additional Initial Lender (or its relevant affiliates) shall provide commitments ratably across each of the Facilities, (ii) the economics allocated to each Additional Initial Lender (or its relevant affiliates) shall be commensurate with the commitments committed by it and (iii) in no event shall the Commitment Parties party to this Commitment Letter as of the date hereof be entitled to less than 80% of the aggregate economics of each of the Facilities (exclusive of the annual agency fees set forth in the Fee Letter).

It is further agreed that Macquarie Capital (together with its affiliates) will have “left” placement on any marketing materials or other documentation used in connection with any of the Facilities and Natixis will be placed on the right of Macquarie Capital and each Lead Arranger will hold the roles and responsibilities conventionally understood to be associated with such name placements.

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3. Syndication

We intend to commence our syndication efforts with respect to the Facilities promptly following your execution and delivery of this Commitment Letter and, until the earlier of a Successful Syndication (as defined in the Fee Letter) and the 45^th day after the Closing Date (such earlier date, the “Syndication End Date”), you agree to assist (and use commercially reasonable efforts to cause the Target to assist) the Commitment Parties in seeking to complete a syndication that is reasonably satisfactory to the Commitment Parties and you. Such assistance shall include, inter alia, (a) your using commercially reasonable efforts to ensure that any syndication efforts benefit from your and the Target’s existing lending and investment banking relationships, (b) your facilitating direct contact between senior management, representatives and non-legal advisors of you and Acquisition Co., on the one hand, and the prospective Lenders, on the other hand (and your using commercially reasonable efforts to arrange for contact between appropriate members of senior management of the Target, on the one hand, and the proposed Lenders, on the other hand), in all such cases upon reasonable notice and at reasonable times and locations to be mutually agreed upon, (c) your and Acquisition Co.’s assistance (and using your commercially reasonable efforts to cause the Target to assist) in the preparation of a customary confidential information memorandum (the “Confidential Information Memorandum”) and other customary marketing materials to be used in connection with the syndication of the Facilities, (d) your and Acquisition Co. hosting (and your using commercially reasonable efforts to have the Target host) with the Commitment Parties of one general bank meeting with prospective Lenders during regular business hours at a time and in a place to be mutually agreed upon (and, if reasonably requested by the Lead Arrangers, additional one-on-one investor meetings (which may, at the election of the Lead Arrangers, be by telephone) with proposed Lenders at times and places to be mutually agreed upon as part of the syndication process), (e) your using your commercially reasonable efforts to procure a public corporate credit rating from Standard & Poor’s Ratings Services (“S&P”) and a public corporate family rating Moody’s Investors Service (“Moody’s”), in each case with respect to the Borrower (but no specific rating in each case), and public ratings for the Facilities from each of S&P and Moody’s (but no specific rating in each case) prior to the launch of general syndication of the Facilities and (f) your causing (and, in the case of the Target, using your commercially reasonable efforts to cause) there to be no competing issues, offerings, placements or arrangements of debt securities or commercial bank or other credit facilities by or on behalf of you, Acquisition Co., the Target or any of your or its respective subsidiaries being offered, placed or arranged (other than indebtedness of the Target permitted to be incurred, issued or remain outstanding on or prior to the Closing Date pursuant to the Acquisition Agreement (as in effect on the date hereof)) prior to the Syndication End Date without the consent of the Commitment Parties, if such issuance, offering, placement or arrangement, in the reasonable opinion of the Lead Arrangers, would reasonably be expected to materially impair the primary syndication of the Facilities (it being understood and agreed that deferred purchase price obligations, ordinary course working capital facilities and ordinary course capital lease, purchase money and equipment financings, in each case, will not be deemed to materially impair the primary syndication of the Facilities).

The Commitment Parties, in their capacity as such, will manage, in consultation with you, all aspects of the syndication of the Facilities, including decisions as to the selection of institutions reasonably acceptable to you (your consent not to be unreasonably withheld, delayed or conditioned) to be approached and when they will be approached, when their commitments will be accepted, which institutions will participate, the allocation of the commitments among the Lenders and the amount and distribution of fees among the Lenders; provided, that we will not syndicate to (i) any person designated by you as a “Disqualified Lender” by written notice delivered to us prior to the date of this Commitment Letter, (ii) any person that is a competitor of Acquisition Co., the Target or each of Acquisition Co.’s or the Target’s respective subsidiaries, which person has been designated as a “Disqualified Lender” by written notice to us by you (or, if after the Closing Date, by the Borrower to the Administrative Agent) from time to time (but not less than 3 business days prior to such date) (any such person, a “Competitor”) and (iii) affiliates of persons described in clause (i) or (ii) above (other than such affiliates that are bona fide debt funds, fixed income investors, regulated bank entities or unregulated lending entities generally engaged in making, purchasing, holding or otherwise investing in commercial loans, debt securities or similar extensions of credit in the ordinary course of business) that are either (a) identified in writing by you to us (or, if after the Closing Date, by the Borrower to the Administrative Agent) from time to time or (b) clearly identifiable as an affiliate of such persons solely on the basis of such affiliate’s name (the persons described in preceding clauses (i) through (iii), collectively, the “Disqualified Lenders”); provided that, to the extent persons are identified as a Disqualified Lender in writing by you or the Borrower to the Administrative Agent after the date hereof pursuant to clause (ii) or (iii)(a) above, such designation shall become effective three business days thereafter and the inclusion of such persons as Disqualified Lenders shall not retroactively apply to disqualify any persons that have previously acquired an assignment or participation in the Facilities; provided further, that the term “Disqualified Lender” shall exclude any person that you or the Borrower have designated as no longer being a “Disqualified Lender” by written notice delivered to us from time to time.

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Notwithstanding the Commitment Parties’ right to syndicate their commitments for the Facilities and to receive commitments with respect thereto (other than as set forth in Section 2 above with respect to Additional Initial Lenders), (a) any assignments of the commitments hereunder by a Commitment Party in connection with a syndication shall not relieve, release or novate the Commitment Parties’ obligations to you to provide any portion of its commitment hereunder or to fund the loans on the Closing Date until after the initial funding of the Facilities on the Closing Date, (b) no assignment or novation shall become effective (as between you and such Commitment Party) with respect to all or any portion of any Commitment Party’s commitments with respect of the Facilities until after the initial funding of the Facilities on the Closing Date and (c) unless you otherwise expressly agree in writing, each Commitment Party shall retain exclusive control over all rights and obligations with respect to its commitments in respect of the Facilities, including all rights with respect to consents, modifications, supplements, waivers and amendments, until the funding of the Facilities on the Closing Date has occurred.

You hereby acknowledge that (a) the Lead Arrangers will make Information (as defined below) and Projections (as defined below) available to the proposed syndicate of the Lenders and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive any MNPI (as defined below)) (each such Lender, a “Public Sider” and each Lender that is not a Public Sider, a “Private Sider”). At the request of the Commitment Parties, you agree to assist us in the preparation of a version of the information package and presentation (the “Public Information Package”) consisting exclusively of information and documentation with respect to you and your affiliates, the Target and the Acquisition that is (i) publicly available, (ii) is not material with respect to you and your affiliates, the Target or any of your or their respective securities for purposes of United States federal and state securities laws or (iii) constitutes information that would be made publicly available if the Target is, or was to become, a public reporting company in the United States (as reasonably determined by you) (any information other than the foregoing, collectively, “MNPI”). It is understood that in connection with your assistance described above, customary authorization letters will be included in any information package and presentation that authorize the distribution of such information to prospective Lenders, contain a customary representation to the Commitment Parties that the Public Information Package does not include any such MNPI and exculpating us, our affiliates, you, your affiliates and the Target with respect to any liability related to the use or misuse of the contents of such Public Information Package or any marketing material by the recipients thereof in connection with the Facilities and shall contain a customary “10b-5 representation” (consistent with Section 4 below). You acknowledge and agree that the following documents may be distributed to both Private Siders and Public Siders (unless you promptly notify us (including by email) prior to their distribution that such materials should only be distributed to Private Siders (provided you and your counsel have been given a reasonable period of time to review such documents))): (a) drafts and final Credit Documents (as defined below) (excluding fee letters); (b) administrative materials prepared by the Commitment Parties for prospective Lenders (such as a lender meeting invitation, allocations and funding and closing memoranda but excluding any Projections); (c) term sheets and notification of changes in the terms and conditions of the Facilities; and (d) the list of Disqualified Lenders. You agree, at our request, to identify that portion of the Information that may be distributed to Public Siders as “PUBLIC”. Subject to the second preceding sentence, all information that is not specifically identified as “PUBLIC” (including the Projections) shall be treated as being suitable only for posting to Private Siders.

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For the avoidance of doubt, you will not be required to provide any information to the extent that the provision thereof would reasonably be expected to violate any law, rule or regulation, or court order or any obligation of confidentiality binding on you, the Target or your or its respective affiliates or would reasonably be expected to result in the loss of any attorney-client, attorney work product or similar privilege (provided, that, if you do not provide information in reliance on the exclusions in this sentence, you shall provide notice to the Commitment Parties promptly upon obtaining knowledge that such information is being withheld and you shall use your commercially reasonable efforts to communicate, to the extent permitted, the applicable information in a way that would not violate such restrictions and to eliminate such restrictions or would not waive any such privilege).

It is understood that (without limiting the conditions set forth on Exhibit D hereto) the Commitment Parties’ commitments hereunder are not conditioned upon the syndication of, or receipt of commitments or participations in respect of, the Facilities, or any compliance or non-compliance with any provision of this Section 3 and none of the commencement nor successful completion of syndication of the Facilities, the obtaining of any ratings or any non-compliance with any provision of this Section 3 shall constitute a condition to the availability of the Facilities on the Closing Date.

4. Information

You hereby represent and warrant that (a) all written factual information concerning you and your subsidiaries and the Target and its subsidiaries (such written information, other than (i) information of a general economic or industry nature and (ii) the Projections, the “Information”), that has been or will be made available by or on behalf of you or any of your representatives or the Target to any Commitment Party, any Lender, any prospective Lender or any of their affiliates in connection with the Transactions, when taken as a whole, is or will be, when furnished, true and correct in all material respects and does not or will not, when furnished, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made (after giving effect to all supplements and updates thereto to the extent made prior to the date on which the Facilities are allocated to the proposed Lenders in the primary syndication thereof) and (b) the financial projections, budgets, estimates, forecasts and other forward-looking information (the “Projections”) that have been or will be made available to any Commitment Party by or on behalf of you or any of your representatives in connection with the Transactions have been or will be prepared in good faith based upon assumptions believed by you to be reasonable both at the time prepared and furnished (it being recognized by the Commitment Parties that such Projections are not to be viewed as facts and such Projections are subject to significant uncertainties and contingencies, many of which are beyond your control, that no assurances can be given that the Projections will be realized and that actual results during the period or periods covered by such Projections may differ significantly from the projected results and such differences may be material). You agree that if, at any time prior to the later of (x) the Syndication End Date and (y) the Closing Date, you become aware that any of the representations in the immediately preceding sentence is incorrect, then you will promptly supplement the Information and the Projections so that such representations are correct under those circumstances (it being understood that such supplementation to the extent made prior to the date on which the Facilities are allocated to the proposed Lenders in the primary syndication thereof shall cure any breach of such representations). You understand and agree that in arranging and syndicating the Facilities, we may use and rely on the Information and Projections without independent verification thereof and we do not assume responsibility for the accuracy or completeness of the Information or Projections.

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5. Fees

As consideration for the commitments and the agreements of the Commitment Parties hereunder, you agree to pay (or cause to be paid) the nonrefundable fees described in the Fee Letter, dated the date hereof and delivered herewith, by and among the parties hereto (the “Fee Letter”) on the terms and subject to the conditions set forth therein.

6. Conditions

The commitments and the obligations of the Commitment Parties hereunder to fund the Facilities on the Closing Date and the agreements of the Lead Arrangers to perform the services hereunder are subject solely to the Initial Funding Conditions (it being understood and agreed that there are no other conditions (implied or otherwise) to the commitments hereunder to fund the Facilities on the Closing Date and upon satisfaction (or waiver in writing by the Commitment Parties) of the Initial Funding Conditions, and the Administrative Agents and the Lenders will execute and deliver the Facilities Documentation to which it is a party and the initial funding of the Facilities on the Closing Date shall occur).

7. Indemnification and Expenses

You agree (a) to indemnify and hold harmless the Commitment Parties, their respective affiliates and their respective controlling persons and the respective officers, directors, employees, agents, advisors, partners and other representatives and the successors and permitted assigns of each of the foregoing (each, an “Indemnified Person”), from and against any and all losses, claims, damages and liabilities of any kind or nature and reasonable and documented or invoiced out-of-pocket fees and expenses (limited, in the case of legal fees and expenses, to the reasonable and documented or invoiced out-of-pocket fees, disbursements and other charges of one common counsel for all Indemnified Persons and, solely in the case of an actual or potential conflict of interest where the Indemnified Person(s) affected by such conflict informs you of such conflict and thereafter, retains their own counsel, one additional conflicts counsel to each group of similarly affected Indemnified Persons taken as a whole and (in either case) one local counsel, one foreign counsel and one regulatory counsel in each relevant jurisdiction (which may be a single counsel for multiple jurisdictions) to all (and/or each group of similarly affected) Indemnified Persons), joint or several, to which any such Indemnified Person becomes subject to the extent arising out of any claim, litigation, investigation or proceeding (including any inquiry or investigation) (any of the foregoing, a “Proceeding”) relating to or resulting from or in connection with this Commitment Letter, the Fee Letter, the Transactions, the Facilities or any use of the proceeds thereof, regardless of whether any such Indemnified Person is a party thereto, whether or not such Proceedings are brought by you, your equity holders, affiliates, creditors or any other third party, and to reimburse each such Indemnified Person promptly following written demand for any reasonable and documented or invoiced out-of-pocket legal fees and expenses of one firm of counsel for all such Indemnified Persons, taken as a whole, and of a single local counsel, a single foreign counsel and a single regulatory counsel in each relevant jurisdiction (which may be a single counsel for multiple jurisdictions) for all such Indemnified Persons, taken as a whole, and, solely in the case of an actual or potential conflict of interest where the Indemnified Person(s) affected by such conflict informs you of such conflict and thereafter, retains their own counsel, one additional firm of counsel and one additional local counsel, one additional foreign counsel and one additional regulatory counsel in each relevant jurisdiction to each group of similarly affected Indemnified Persons and other reasonable and documented or invoiced out-of-pocket fees and expenses to the extent incurred in connection with investigating or defending any of the foregoing; provided that the foregoing indemnity will not, as to any Indemnified Person, apply to losses, claims, damages, liabilities or related fees or expenses to the extent that they have resulted from (i) the willful misconduct, bad faith or gross negligence of, or material breach of this Commitment Letter, the Fee Letter or the Credit Documents by, such Indemnified Person or any of such Indemnified Person’s controlling persons, controlled affiliates or any of its or their respective officers, directors, employees or partners, in each case, who are involved in the Transactions (in each case, as determined by a court of competent jurisdiction in a final and non-appealable decision) or (ii) disputes solely between and among Indemnified Persons to the extent such disputes do not arise from any act or omission of you, Acquisition Co., the Target or any of your or their affiliates (other than claims against an Indemnified Person acting in its capacity as an agent or arranger or similar role under the Facilities) and (b) whether or not the Closing Date occurs, to reimburse each Commitment Party, to the extent invoiced at least two business days prior to the Closing Date, on the Closing Date, and thereafter (or if the Closing Date does not occur) from time to time, for all reasonable and documented or invoiced out-of-pocket expenses (including, but not limited to, expenses of the Commitment Parties’ consultants’ fees, syndication expenses, due diligence expenses, travel expenses, value added taxes (if applicable) and, in the case of legal fees and expenses, limited to the reasonable fees, disbursements and other charges and expenses of external counsel to the Commitment Parties (which shall be limited to a single external counsel) and of a single local counsel, a single foreign counsel and a single regulatory counsel to the Commitment Parties in each relevant jurisdiction (which may be a single counsel for multiple jurisdictions) and of such other counsel retained with your prior written consent (such consent not to be unreasonably withheld or delayed)), in each case, incurred in connection with the Transactions, the Facilities and the preparation, negotiation and enforcement of this Commitment Letter, the Fee Letter, the Credit Documents and any security arrangements in connection therewith. The foregoing provisions in this paragraph shall be superseded in each case, to the extent addressed thereby, by the applicable provisions contained in the Credit Documents with respect to the Facilities upon execution thereof and thereafter shall have no further force and effect.

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Notwithstanding any other provision of this Commitment Letter, (i) no Indemnified Person shall be liable for any damages arising from the use by others of information or other materials obtained through internet, electronic, telecommunications or other information transmission systems, except to the extent that such damages have resulted from the willful misconduct, bad faith or gross negligence of such Indemnified Person or any of such Indemnified Person’s controlled affiliates or any of its or their respective officers, directors, employees or partners, in each case, who are involved in the Transactions, in each case, as determined by a court of competent jurisdiction in a final and non-appealable decision and (ii) without in any way limiting your indemnification obligations set forth above, none of us, you, your subsidiaries and other affiliates, the Target or any Indemnified Person shall be liable for any indirect, special, punitive or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) in connection with this Commitment Letter, the Fee Letter, the Transactions (including the Facilities and the use of proceeds thereunder) or with respect to any activities related to the Facilities, including the preparation of this Commitment Letter, the Fee Letter and the Credit Documents with respect to the Facilities.

You shall not be liable for any settlement of any Proceeding effected without your written consent (which consent shall not be unreasonably withheld, delayed or conditioned), but if settled with your written consent or if there is a judgment by a court of competent jurisdiction against an Indemnified Person in any such Proceeding, you agree to indemnify and hold harmless each Indemnified Person from and against any and all losses, claims, damages, liabilities and expenses by reason of such settlement or judgment in accordance with the other provisions of this Section 7.

You shall not, without the prior written consent of an Indemnified Person (which consent shall not be unreasonably withheld, delayed or conditioned), effect any settlement of any pending or threatened Proceeding against an Indemnified Person in respect of which indemnity could have been sought hereunder by such Indemnified Person unless such settlement (a) includes an unconditional release of such Indemnified Person from all liability or claims that are the subject matter of such Proceeding and (b) does not include any statement as to any admission as to fault, culpability or a failure to act by or on behalf of any Indemnified Person.

If any Proceeding is instituted involving any Indemnified Person for which indemnification is to be sought hereunder by such Indemnified Person, then such Indemnified Person will promptly notify you upon its determination to seek indemnification; provided, however, that the failure so to notify you will not relieve you from any liability that you may have to such Indemnified Person pursuant to this Section 7.

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8. Sharing of Information, Absence of Fiduciary Relationship and Affiliate Activities

You acknowledge that each Commitment Party (or its affiliates) is a full service financial services and securities firm and each such person or entity may from time to time effect transactions, for its own or its affiliates’ account or the account of customers, and hold positions in loans, securities or options on loans or securities of you, Acquisition Co., the Target, your or their respective affiliates and of other companies that may be the subject of the transactions contemplated by this Commitment Letter. You also acknowledge that the Commitment Parties and their respective affiliates have no obligation to use in connection with the transactions contemplated hereby, or to furnish to you, confidential information obtained from other companies or other persons.

You acknowledge and agree that each Commitment Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which you may have conflicting interests regarding the transactions described herein and otherwise. You also acknowledge that each Commitment Party has no obligation to use in connection with the Acquisition, the Facilities or the related transactions, or to furnish to you or Acquisition Co., confidential information obtained from other companies. Neither we nor any of our affiliates will use confidential information obtained from or on behalf of you or Acquisition Co. by virtue of or in connection with the Transactions contemplated by this Commitment Letter or our or their other relationships with you or Acquisition Co. in connection with the performance by us or them of services for other persons (other than your affiliates), and neither we nor any of our affiliates will furnish any such confidential information to other persons other than as otherwise permitted by Section 9 hereof.

You further acknowledge and agree that (a) no fiduciary, advisory or agency relationship between you and the Commitment Parties (or any of their affiliates) is intended to be or has been created in respect of any of the transactions contemplated by this Commitment Letter, irrespective of whether the Commitment Parties (or any of their affiliates) have advised or are advising you on other matters, (b) the Commitment Parties (and their affiliates), on the one hand, and you, on the other hand, have an arm’s length business relationship that does not directly or indirectly give rise to, nor do you rely on, any fiduciary duty on the part of the Commitment Parties (or any of their affiliates), (c) you are capable of evaluating and understanding, and you understand and accept, the terms, risks and conditions of the transactions contemplated by this Commitment Letter, (d) you have been advised that the Commitment Parties (and their affiliates) are engaged in a broad range of transactions that may involve interests that differ from your interests and that the Commitment Parties have no obligation to disclose such interests and transactions to you by virtue of any fiduciary, advisory or agency relationship, (e) you have consulted your own legal, accounting, regulatory and tax advisors to the extent you have deemed appropriate and you are not relying on the Commitment Parties for such advice, (f) each Commitment Party (and their affiliates) has been, is, and will be acting solely as a principal and, except as otherwise expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for you, any of your affiliates or any other person or entity, and (g) none of the Commitment Parties (nor any of their affiliates) has any obligation to you or your affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein or in any other express writing executed and delivered by such Commitment Party (or any of their affiliates) and you. You and your affiliates hereby waive any claims for breach or alleged breach of fiduciary duties against the Commitment Parties (and their affiliates) in connection with this Commitment Letter, the Fee Letter and/or the Facilities and the Transactions.

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In addition, please note that Macquarie Capital has been retained you as a financial advisor (in such capacity, the “Financial Advisor”) to you in connection with the Acquisition. You agree not to assert any claim you might allege based on any actual or potential conflicts of interest that might be asserted to arise or result from, on the one hand, the engagement of the Financial Advisor, and on the other hand, our and our affiliates’ relationships with you as described and referred to herein. You acknowledge that MIHI LLC and/or its affiliates hold common equity securities, warrants and/or units in Boxwood Sponsor LLC. You hereby waive and release, to the fullest extent permitted by law, any claims you may have with respect to any actual or potential conflict of interest that might be asserted to arise or result from, on the one hand, any such equity ownership, repayments thereof, arrangements, roles, transactions, activities, investments or holdings, and, on the other hand, our relationship with you as described and referred to herein or arising from the failure of MIHI LLC or any of its affiliates to bring such roles, transactions, activities, investments, holdings or repayments to your attention.

9. Confidentiality

This Commitment Letter is delivered to you on the understanding that neither this Commitment Letter nor the Fee Letter nor any of their terms or substance shall be disclosed by you, directly or indirectly, to any other person without the Commitment Parties’ prior written consent, except (a)(x) to your affiliates and to your and such affiliate’s respective officers, directors, employees, attorneys, accountants, agents and advisors, in each case, on a confidential basis, (y) to BCP (as defined below) and its senior officers, directors, attorneys, accountants and advisors who are involved in the Transactions, on a confidential basis and to Target Management (as defined below) who are involved in the Transactions, on a confidential basis and (z) so long as the Fee Letter has been redacted on a customary basis reasonably satisfactory to the Commitment Parties, to the Target, the Seller and their respective officers, directors, employees, attorneys, accountants, agents and advisors, in each case, on a confidential basis, (b) in any legal, judicial or administrative proceeding or as otherwise required by law or regulation or as requested by a governmental or regulatory authority (in which case you agree, to the extent practical and not prohibited by law, to inform us in advance thereof), (c) upon notice to the Commitment Parties, the Term Sheets and the existence and contents thereof (but not the Fee Letter or the contents thereof other than the existence thereof and the aggregate fee amounts (but not specific fees) thereof as part of projections, pro forma information and a generic disclosure of aggregate sources and uses to the extent customary in marketing materials and other disclosures) may be disclosed in any syndication or other marketing material in connection with the Facilities or in connection with any public or regulatory filing requirement, (d) the Term Sheets may be disclosed to potential Lenders or participants in any of the financings contemplated hereby and to any rating agency, (e) this Commitment Letter and the Fee Letter may be disclosed to any Additional Initial Lender on a confidential basis and (f) to the extent reasonably necessary or advisable in connection with the exercise of any remedy or enforcement of any right under this Commitment Letter, the Fee Letter or any Credit Document or any action or proceeding relating to this Commitment Letter, the Fee Letter or any Credit Document. The provisions of this paragraph will expire and be of no further force and effect on the second anniversary of the date hereof.

Each Commitment Party shall use all confidential information provided to it from or on behalf of you or your affiliates and representatives in connection with the Transactions solely for the purposes of providing the commitments and services hereunder and shall treat confidentially all such information and shall not publish, disclose or otherwise divulge such information; provided, however, upon the execution and delivery of the First Lien Credit Documents and the Second Lien Credit Documents (collectively, the “Credit Documents”), the provisions of the respective Credit Documents shall govern the confidentiality matters described in this paragraph. Nothing herein, however, shall prevent the Commitment Parties from disclosing any such information (i) with your consent or as described in the last sentence of the first paragraph of Section 10 hereof, (ii) to any Additional Initial Lender (or its relevant affiliates), (iii) subject to the provisions set forth in “Syndication” and “Information” herein, to any Lenders or participants or prospective Lenders or participants or derivative counterparties or potential derivative counterparties, in each case, who agree to be bound by the terms of this paragraph (or language substantially similar to this paragraph), (iv) in any legal or judicial proceeding (or other compulsory process) or otherwise as required by applicable law, rule or regulation (in which case such person shall promptly notify you, in advance, to the extent practicable and permitted by law), (v) upon the request or demand of any governmental or regulatory authority (including any self-regulatory authority) having jurisdiction over the Commitment Parties or their respective affiliates, (vi) in connection with the proposed Transactions and on a confidential basis to their respective affiliates and to the shareholders, employees, directors, officers, legal counsel, independent auditors, professionals, agents, representatives, advisors, and other experts or agents of the Commitment Parties (collectively, “Representatives”) or their respective affiliates (provided, that any such affiliates and Representatives are advised of their obligation to treat such information as confidential, and such Commitment Party shall be responsible for its controlled affiliates’ and Representatives’ compliance with this paragraph), (vii) to the extent any such information (w) was independently developed by such Commitment Party or its affiliates, (x) becomes publicly available other than by reason of a breach of the confidentiality obligations set forth in this paragraph, (y) becomes available to the Commitment Parties or their affiliates on a non-confidential basis from a source other than you or on your behalf and not in violation of any confidentiality agreement or obligation owed to you of which such Commitment Party has knowledge, or (z) was available to the Commitment Parties or their affiliates, as applicable, on a non-confidential basis prior to its disclosure to the Commitment Parties by you, (viii) in protecting and enforcing the Commitment Parties’ rights with respect to this Commitment Letter, the Fee Letter or the Credit Documents, (ix) to any rating agency on a customary basis or (x) for purposes of establishing a “due diligence” defense. Subject to the proviso of the first sentence of this paragraph, the provisions of this paragraph will expire and be of no further force and effect on the second anniversary of the date hereof.

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10. Miscellaneous

This Commitment Letter shall not be assignable by you (other than to Acquisition Co. substantially concurrently with the consummation of the Acquisition and pursuant to documentation reasonably acceptable to us) without the prior written consent of each Commitment Party (and any such purported assignment without such consent shall be null and void), is intended to be solely for the benefit of the parties hereto (and their permitted assignees) and the Indemnified Persons and is not intended to and does not confer any benefits upon, or create any rights in favor of, any person other than the parties hereto (and their permitted assignees) and the Indemnified Persons to the extent expressly set forth herein. It is further agreed that each Commitment Party only shall have liability to you (and, if applicable, your permitted assignees as expressly provided above in this Section 10) (as opposed to any other person), and that each Commitment Party shall be liable solely in respect of its own commitment to the Facilities on a several, and not joint, basis with any other Commitment Party or Lender. Subject to Section 3 above, the Commitment Parties reserve the right to employ the services of their affiliates in providing services contemplated hereby and to allocate, in whole or in part, to their affiliates certain fees payable to the Commitment Parties in such manner as the Commitment Parties and their affiliates may agree in their sole discretion. This Commitment Letter may not be amended or waived except by an instrument in writing signed by you and each Commitment Party. This Commitment Letter may be executed in any number of counterparts, each of which shall be an original, and all of which, when taken together, shall constitute one agreement. Delivery of an executed signature page of this Commitment Letter by facsimile or other electronic transmission (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart hereof. This Commitment Letter and the Fee Letter are the only agreements that have been entered into among us and you with respect to the Facilities and set forth the entire understanding of the parties with respect thereto and supersede any prior written or oral agreements among the parties hereto with respect to the Facilities. The Commitment Parties may, in consultation with you, place and/or post customary descriptions of the Transactions and/or roles contemplated hereunder in customary marketing, pitch and other promotional materials, league tables, the LCD website and similar websites and intranet sites, in each case, as they may choose, and circulate similar promotional materials in the form of a “tombstone” or otherwise describing the names of you or your subsidiaries (or any of them (and using any associated logos)), and the amount, type and closing date of the financing transactions contemplated hereby.

You hereby irrevocably and unconditionally submit to the exclusive jurisdiction of any state or Federal court sitting in the Borough of Manhattan in the City of New York (and any appellate court therefrom) over any suit, action or proceeding arising out of or relating to the Transactions or the other transactions contemplated by this Commitment Letter or the Fee Letter or the performance of services hereunder or thereunder. You agree that service of any process, summons, notice or document by registered mail addressed to you shall be effective service of process for any suit, action or proceeding brought in any such court. You hereby irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding has been brought in any inconvenient forum.

You and we hereby irrevocably agree to waive trial by jury in any suit, action, proceeding, claim or counterclaim brought by or on behalf of any party related to or arising out of the Transactions, this Commitment Letter or the Fee Letter or the performance of services hereunder or thereunder.

THIS COMMITMENT LETTER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK; provided that (a) the interpretation of the definition of Material Adverse Effect (as defined in the Acquisition Agreement) and whether there shall have occurred a Material Adverse Effect (as defined in the Acquisition Agreement), (b) whether the Acquisition has been consummated in accordance with the terms and conditions of the Acquisition Agreement and (c) whether the Acquisition Agreement Representations made by the Seller and/or the Target with respect to the Target and its business (including the ownership of the equity interests of the Target by the Seller) in the Acquisition Agreement are accurate and whether as a result of any inaccuracy thereof you, your permitted assigns or any of your or their respective affiliates have the right to terminate your or their obligations under the Acquisition Agreement or to decline to consummate the Acquisition as a result of a breach of such Acquisition Agreement Representations, shall be determined in accordance with the laws of the State of Delaware without regard to conflict of laws principles that would result in the application of the laws of another jurisdiction.

Each of the Commitment Parties hereby notifies you that, pursuant to the requirements of the USA PATRIOT Act, Title III of Pub. L. 107-56 (signed into law on October 26, 2001) (the “PATRIOT Act”) and 31 C.F.R. §1010.230 (the “Beneficial Ownership Regulation”), it is required to obtain, verify and record information that identifies the Borrower and each Guarantor, which information includes names, addresses, tax identification numbers and other information that will allow such Commitment Party to identify the Borrower and each Guarantor in accordance with the PATRIOT Act and the Beneficial Ownership Regulation. This notice is given in accordance with the requirements of the PATRIOT Act and the Beneficial Ownership Regulation and is effective for the Commitment Parties and each Lender.

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The Fee Letter and the indemnification, compensation (if applicable), reimbursement (if applicable; provided that such reimbursement obligations shall not survive to the extent such reimbursement obligations are addressed by the respective Credit Documents and, if so, shall be superseded by such Credit Documents), syndication, sharing of information, absence of fiduciary relationship and affiliate activities, confidentiality provisions, governing law, venue, waiver of jury trial and jurisdiction provisions contained herein and this Section 10 shall remain in full force and effect regardless of whether the Credit Documents shall be executed and delivered and notwithstanding the termination of this Commitment Letter or the commitments hereunder or the Fee Letter; provided that your obligations under this Commitment Letter, other than those relating to (x) confidentiality, (y) the syndication of the Facilities (if such Facilities have been funded) and the provisions and your obligations under Section 4 hereof (if such Facilities have been funded); provided that such provisions under this clause (y) shall terminate on the Syndication End Date and (z) indemnification (which obligations shall not survive to the extent such obligations are addressed by such Credit Documents and, if so, shall be superseded by such Credit Documents) shall automatically terminate and be of no further force and effect (and, if applicable, be superseded by the respective Credit Documents) on the Closing Date and you shall be automatically be released from all liability in connection therewith at such time.

Section headings used herein are for convenience of reference only and are not to affect the construction of, or to be taken into consideration in interpreting, this Commitment Letter.

Each of the parties hereto agrees that (i) this Commitment Letter is a binding and enforceable agreement (subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws relating to or affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding in equity or law)) of the parties hereto with respect to the subject matter contained herein, including an agreement to negotiate in good faith the Credit Documents by the parties hereto in a manner consistent with this Commitment Letter (but our commitments hereunder are subject to the satisfaction (or waiver in writing by the Commitment Parties) of the Initial Funding Conditions) and (ii) the Fee Letter is a binding and enforceable agreement (subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws relating to or affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding in equity or law)) of the parties thereto with respect to the subject matter contained therein; provided that nothing contained in this Commitment Letter obligates you or any of your affiliates to consummate any portion of the Transactions.

If the foregoing correctly sets forth our agreement, please indicate your acceptance of the terms of this Commitment Letter and the Fee Letter by returning to us executed counterparts of this Commitment Letter and the Fee Letter not later than 5:00 p.m., New York City time, on August 19, 2019. This offer will automatically expire at such time if we have not received such executed counterparts in accordance with the preceding sentence. If the Closing Date and the initial funding of the Facilities does not occur on or before the Expiration Date (as defined below), then this Commitment Letter and the commitments of the Commitment Parties hereunder shall automatically terminate unless we shall, in our sole discretion, agree to an extension; provided, that the termination of the Commitment pursuant to this sentence shall not prejudice your or our rights and remedies in respect of any breach of the Commitment Letter or the Fee Letter. “Expiration Date” means the earliest to occur of (i) 5:00 p.m., New York City time, on February 19, 2020 unless the Closing Date and the initial funding of the Facilities shall have occurred on or prior to such date, (ii) the closing of the Acquisition without the use of the Facilities, and (iii) the termination of the Acquisition Agreement prior to closing of the Acquisition in accordance with its terms (including any public announcement by you or any of your affiliates party to the Acquisition Agreement of any such termination). You shall have the right to terminate this Commitment Letter and the commitments of the Commitment Parties hereunder in whole (but not in part) at any time upon written notice from you to the Commitment Parties, subject to your surviving obligations as expressly set forth above in this Section 10.

[Signature Page to Follow]

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We are pleased to have been given the opportunity to assist you in connection with this important financing.

Very truly yours,
MACQUARIE CAPITAL FUNDING LLC
By:	/s/ Michael Barrish
	Name: Michael Barrish Title:   Authorized Signatory

By:	/s/ Jeff Abt
	Name: Jeff Abt Title:   Authorized Signatory

MACQUARIE CAPITAL (USA) INC.
By:	/s/ Michael Barrish
	Name: Michael Barrish Title:   Authorized Signatory

By:	/s/ Jeff Abt
	Name: Jeff Abt Title:  Authorized Signatory

NATIXIS, NEW YORK BRANCH
By:	/s/ Christopher Dorsett
	Name: Christopher Dorsett Title:   Managing Director

By:	/s/ Robin Gruner
	Name: Robin Gruner Title:   Vice President

Commitment Letter – Project Atlas

Accepted and agreed to as of the date
first written above:

BOXWOOD MERGER CORP.
By:	/s/ Stephen M. Kadenacy
	Name: Stephen M. Kadenacy
	Title:  Chief Executive Officer

Exhibit A

TRANSACTION SUMMARY

Capitalized terms used but not defined in this Exhibit A shall have the meanings set forth in the Commitment Letter to which this Exhibit A is attached and in Exhibits B, C and D thereto.

Atlas TC Buyer LLC, a newly formed limited liability company organized under the laws of the state of Delaware (“Acquisition Co.” or the “Borrower”), formed at the direction of, and controlled by, Boxwood Merger Corp., a Delaware corporation (the “SPAC”), intends to (i) acquire (the “Acquisition”) all of the outstanding equity interests of Atlas Intermediate Holdings LLC, a Delaware limited liability company (the “Target”), pursuant to a Unit Purchase Agreement, dated as of August 12, 2019, among the SPAC, Acquisition Co., the Target and Atlas Technical Consultants Holdings, LP, a Delaware limited partnership (the “Seller”) (together with all exhibits, schedules and disclosure letters thereto, the “Acquisition Agreement”) (the “Merger”) and (ii) immediately after the consummation of the Acquisition, merge with and into the Target, with the Target being the surviving entity.

The SPAC was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more operating businesses (a “Business Combination”), and in connection therewith, the SPAC now seeks to consummate the Acquisition. The SPAC is required, by the terms of its documents of incorporation, after signing the Acquisition Agreement (which constitutes the definitive agreement for the Business Combination) to seek shareholder approval (the “Proxy Process") of the Business Combination at a meeting called for such purpose and thereafter, shareholders of the SPAC may seek to redeem their Class A common stock in the SPAC, regardless of whether they vote for or against the Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the SPAC’s trust account (the “Trust Account") calculated as of two business days prior to the consummation of the Business Combination, including interest but less income taxes payable.

In connection with the foregoing, it is intended that (subject to adjustment as provided under the SPAC Equity Adjustment Mechanism (as defined below)):

(a) prior to, or concurrently with, the execution and delivery by the SPAC of the Commitment Letter, the SPAC has obtained commitments from (i) the founding shareholders of the SPAC and certain co-investors thereof in the SPAC to not have their equity interests in the SPAC (such equity interests, the “Founder Share Value") redeemed as part of the Acquisition and to vote their shares in favor of the Acquisition, (ii) Bernhard Capital Partners Management LP (“BCP”) to rollover a portion of their equity in the Target into common equity of Holdings (the “BCP Equity Rollover”) and (iii) current management equity holders of the Target (“Target Management”), to rollover a portion of their equity in the Target into common equity of Holdings (the “Target Management Equity Rollover”), with the BCP Equity Rollover and Management Rollover to be an aggregate amount of up to $197.0 million;

(b) the SPAC will directly or indirectly make cash equity contributions from any funds remaining in the Trust Account (other than funds that are necessary to effect the Buyer Stock Redemption) and common equity contributions to the SPAC from investors (which may take the form of common equity or preferred equity to the extent that the terms of such preferred equity are reasonably acceptable to the Commitment Parties) to Holdings (which in turn will contribute such amounts as common equity to Acquisition Co.) in an aggregate amount of at least $100.0 million (the “SPAC Equity Contribution”), which SPAC Equity Contribution (which, for the avoidance of doubt, does not include any amounts held in the Trust Account to be used to effect the Buyer Stock Redemption (as defined in the Acquisition Agreement)), when combined with the Founder Share Value, the BCP Equity Rollover and the Target Management Equity Rollover, will on a pro forma basis constitute an aggregate amount equal to at least 45.0% of the sum of (A) the aggregate gross proceeds of the First Lien Term Facility and the Second Lien Contingency Term Facility borrowed on the Closing Date plus (B) the SPAC Equity Contribution actually contributed to Holdings (and then to Acquisition Co.) plus (C) the Founder Share Value plus (D) the BCP Equity Rollover plus (E) the Target Management Equity Rollover (such equity amount, the “Minimum Equity Amount”) (it being understood that, for the avoidance of doubt, (i) the SPAC Equity Contribution is in addition to the Founder Share Value, the BCP Equity Rollover and the Target Management Equity Rollover and (ii) the SPAC Equity Contribution will be made with proceeds initially received by the SPAC from its initial public equity offering as well as any additional cash equity raised by the SPAC after the date hereof to fund the Acquisition and the Refinancing and to pay the Transaction Costs (as defined below));

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(c) the Borrower will obtain the First Lien Term Facility, the Revolving Facility and the Second Lien Contingency Term Facility, in each case as further described in Exhibits B and C to the Commitment Letter; and

(d) the proceeds of the Facilities incurred on the Closing Date, together with the proceeds from the SPAC Equity Contribution, will be applied (i) to repay and refinance the existing indebtedness for borrowed money of the Target and its subsidiaries other than (I) certain indebtedness that the Commitment Parties and the Borrower reasonably agree may remain outstanding after the Closing Date and (II) ordinary course capital leases, purchase money indebtedness and deferred purchase price obligations (the “Refinancing”), (ii) to pay the cash consideration for the Acquisition, (iii) to pay certain fees and expenses incurred in connection with the Transactions (such fees and expenses, the “Transaction Costs”), and (iv) to provide for the working capital and general corporate purposes of the Borrower and its Restricted Subsidiaries.

For the purposes hereof and of the Term Sheets, the “SPAC Equity Adjustment Mechanism” shall mean:

(a) to the extent that the SPAC Equity Contribution is greater than $100.0 million but equal to or less than $160.0 million, the amount of the Commitment Parties’ aggregate commitments in respect of the First Lien Term Facility and/or the Second Lien Contingency Term Facility shall be reduced by the difference between (x) the amount of the SPAC Equity Contribution (up to a maximum amount of $160.0 million) minus (y) $100.0 million, and with such reduction to be allocated between the First Lien Term Facility and the Second Lien Contingency Term Facility in a manner determined by the Commitment Parties in their sole discretion;

(b) to the extent that the SPAC Equity Contribution is greater than $160.0 million, (i) the amount of the BCP Equity Rollover shall be reduced (and the cash portion of the Acquisition consideration shall be increased) by an amount equal to 20% of the difference between (x) the amount of the SPAC Equity Contribution minus (y) $160.0 million and (ii) the Commitment Parties’ aggregate commitments in respect of the First Lien Term Facility and/or the Second Lien Contingency Term Facility shall be reduced by an amount equal to 80% of the difference between (x) the amount of the SPAC Equity Contribution minus (y) $160.0 million, and with such reduction to be allocated between the First Lien Term Facility and the Second Lien Contingency Term Facility in a manner determined by the Commitment Parties in their sole discretion until such time as the aggregate commitments in respect of the First Lien Term Facility and the Second Lien Contingency Term Facility is reduced to $270 million;

(c) to the extent the aggregate commitments in respect of the First Lien Term Facility and the Second Lien Contingency Term Facility has been reduced to $270 million, the BCP Equity Rollover shall be reduced until the amount of BCP Equity Rollover received by the Sellers is equal to $120 million; and

(d) to the extent the BCP Equity Rollover has been reduced to $120 million, the aggregate commitments in respect of the First Lien Term Facility and/or the Second Lien Contingency Term Facility may be reduced further.

The transactions described above are collectively referred to herein as the “Transactions”. For purposes of this Commitment Letter and the Fee Letter, “Closing Date” shall mean the date of the satisfaction or waiver in writing by the Commitment Parties of the conditions set forth in Exhibit D to the Commitment Letter, the Acquisition is consummated and the initial funding of the relevant Facilities occurs.

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Exhibit B

PROJECT Atlas

$290.0 million First Lien Term Facility

$40.0 million Revolving Facility

Summary of Principal Terms and Conditions

Set forth below is a summary of the principal terms and conditions for the First Lien Facilities (as defined below). Capitalized terms used but not defined in this Exhibit B shall have the meanings set forth in the commitment letter (including the exhibits thereto) to which this Exhibit B is attached (the “Commitment Letter”).

Borrower:

Initially, Acquisition Co., and from and after the Merger, the Target, as the survivor thereof (the “Borrower”).

Guarantors:

Atlas TC Holdings LLC, a limited liability company organized under the laws of the state of Delaware and the direct parent of the Borrower (“Holdings”) and each of its direct and indirect, existing and subsequently acquired or organized wholly owned domestic subsidiaries (other than the Borrower) (collectively, the “Guarantors” and, together with the Borrower, the “Credit Parties”) will jointly and severally guarantee (the “Guarantee”) all obligations under the First Lien Facilities, under any interest rate protection or other hedging arrangements entered into with the First Lien Administrative Agent (as defined below), any First Lien Lead Arranger (as defined below), an entity that is a First Lien Lender (as defined below) at the time of such transaction or becomes a First Lien Lender following such transaction, or any affiliate of any of the foregoing (collectively, “Hedging Arrangements”) and under certain cash management arrangements of the Borrower or any Guarantor owed to the First Lien Administrative Agent, any First Lien Lead Arranger, any First Lien Lender or any affiliate of the foregoing (collectively, “Cash Management Arrangements”); provided that, subsidiary Guarantors will not include (a) any subsidiary that is an immaterial subsidiary (with individual and aggregate thresholds to be mutually agreed) (each individually, an “Immaterial Subsidiary”), (b) (i) a subsidiary that is acquired after the Closing Date that is prohibited by applicable law or by any contractual obligation existing at the time of such acquisition thereof (so long as not created in anticipation thereof) from guaranteeing the First Lien Facilities, or which would require governmental (including regulatory) consent, approval, license or authorization to provide a Guarantee and such consent, approval, license or authorization has not been received or (ii) a subsidiary prohibited by applicable law or restricted from guaranteeing the First Lien Facilities by contractual obligations to the extent such contractual obligation existed on the Closing Date (so long as such contractual obligation was not created in contemplation of the Transactions), (c) certain customary special purpose entities, (d) a not-for-profit subsidiary, (e) a captive insurance company, (f) an Unrestricted Subsidiary (as defined below), (g) a subsidiary with respect to which, in the reasonable judgment of the Borrower and the First Lien Administrative Agent, the burden or cost of providing a Guarantee will be excessive in view of the benefits to be obtained by the First Lien Lenders therefrom, (h)(i) any non-U.S. subsidiary of the Borrower which is a “controlled foreign corporation” (within the meaning of Section 957 of the Internal Revenue Code of 1986, as amended, a “CFC”), (ii) any direct or indirect U.S. subsidiary of a non-U.S. subsidiary of the Borrower that is a CFC and (iii) any U.S. subsidiary of the Borrower if substantially all of its assets consist of the equity (including, for this purpose, any debt or other instrument treated as equity for U.S. federal income tax purposes) of one or more CFCs (a “CFC Holdco”) and (iv) any subsidiary to the extent that the provision of such Guarantee by such subsidiary would result in material adverse tax consequences to the Borrower or one of its Restricted Subsidiaries (as defined below) (as reasonably determined by the Borrower in consultation with the First Lien Administrative Agent). In addition, the First Lien Credit Documents (as hereinafter defined) will include customary exclusions for subsidiary Guarantors that are not “eligible contract participants” (as defined in the Commodity Exchange Act (7 U.S.C. section 1 et seq.), as amended from time to time, and any successor statute) from guaranteeing obligations of any Credit Party that relate to the Hedging Arrangements.

B-1

Subject to limitations on investments set forth in the First Lien Credit Documents, the Borrower will be permitted to designate any existing or subsequently acquired or organized subsidiary of the Borrower as an “unrestricted subsidiary” (any subsidiary so designated, an “Unrestricted Subsidiary”); provided that (i) no default or event of default shall have occurred and be continuing or would result upon any such designation and (ii) Holdings shall be in pro forma compliance with a Consolidated Total Net Leverage Ratio (as hereinafter defined) to be mutually agreed. No subsidiary that is a restricted subsidiary under the Second Lien Credit Documents (as defined in Exhibit C to the Commitment Letter), First Lien Refinancing Facilities, First Lien Refinancing Notes, Second Lien Refinancing Notes or indebtedness under the Ratio Debt Basket (as hereinafter defined) may be designated as an Unrestricted Subsidiary under the First Lien Credit Documents, unless such subsidiary also is simultaneously designated as such under the Second Lien Credit Documents and such other debt described above in this sentence. Notwithstanding anything to the contrary herein, Unrestricted Subsidiaries (and the sale of assets thereof) will not be subject to the mandatory prepayment, representation and warranty, affirmative or negative covenant or event of default provisions of the First Lien Credit Documents and the cash held by, and results of operations, indebtedness and interest expense of, Unrestricted Subsidiaries will not be taken into account for purposes of determining any financial ratio or covenant contained in the First Lien Credit Documents. “Restricted Subsidiary” shall mean any existing or future direct or indirect subsidiary of the Borrower other than any Unrestricted Subsidiary.  

The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an investment by the Borrower or its applicable Restricted Subsidiary at the date of designation in an amount equal to the portion of the fair market value (as reasonably determined by the Borrower) of the assets of such Restricted Subsidiary attributable to the Borrower’s or its applicable Restricted Subsidiary’s equity interest therein as reasonably estimated by the Borrower (and such designation shall only be permitted to the extent such investment is otherwise permitted under the First Lien Credit Documents). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary may only be made if no default or event of default exists or would result therefrom, and shall constitute the incurrence or making, as applicable, at the time of designation of any then-existing investment, indebtedness or lien of such Restricted Subsidiary, as applicable; provided that upon a designation of any Unrestricted Subsidiary as a Restricted Subsidiary, the Borrower shall be deemed to continue to have an investment in the resulting Restricted Subsidiary in an amount (if positive) equal to (a) the Borrower’s investment in such Restricted Subsidiary at the time of such designation, less (b) the portion of the fair market value (as reasonably determined by the Borrower) of the assets of such Restricted Subsidiary attributable to the Borrower’s equity therein at the time of such designation. Notwithstanding the foregoing, (i) no Unrestricted Subsidiary may hold any liens or equity interests of or in, or debt of, Holdings, the Borrower or any Restricted Subsidiary (or any of their respective assets), (ii) no material intellectual property may be transferred to, or owned by, any Unrestricted Subsidiary, and (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if, at the time of such designation and after giving effect thereto, the aggregate assets or revenues of all Unrestricted Subsidiaries would exceed a percentage to be mutually agreed of the total consolidated assets or revenues of Holdings (including, for this purpose, all Unrestricted Subsidiaries).

Notwithstanding the foregoing, each Guarantor (as defined in Exhibit C to the Commitment Letter) under the Second Lien Contingency Term Facility shall be a Guarantor of the First Lien Facilities.

First Lien Lead Arrangers:	Each of Macquarie Capital (USA) Inc. (“Macquarie Capital”) and Natixis, New York Branch (“Natixis”) will act as a joint lead arranger and bookrunner under the First Lien Facilities; and additional joint lead arrangers and bookrunners in respect of the First Lien Facilities may be appointed as, and to the extent, set forth in the Commitment Letter (collectively, the “First Lien Lead Arrangers”).
First Lien Administrative Agent and First Lien Collateral Agent:	Macquarie Capital Funding LLC (“Macquarie Lender”) (or its designee) will act as administrative agent (the “First Lien Administrative Agent”) and collateral agent (the “First Lien Collateral Agent”) under the First Lien Facilities.
First Lien Lenders:	Such banks, financial institutions and other lenders (including Macquarie Lender and Natixis, the “First Lien Lenders”) selected by the Lead Arrangers in consultation with (and reasonably acceptable to) the Borrower (but excluding any Disqualified Lenders).

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First Lien Facilities: A senior secured first lien term loan facility (a) in an aggregate principal amount equal to (i) up to $290.0 million (plus, at the Borrower’s option, any additional amounts under the First Lien Term Facility to fund original issue discount and/or upfront fees on the First Lien Term Facility in connection with the exercise of the “Flex Provisions” under the Fee Letter (the “Additional First Lien Term Loan Flex Amount”)) (the “First Lien Term Facility” and the loans under the First Lien Term Facility, the “First Lien Term Loans”); provided, that the aggregate principal amount of the First Lien Term Facility shall be reduced pursuant to the SPAC Equity Adjustment Mechanism. The First Lien Term Loans will be made available to the Borrower in U.S. Dollars. A senior secured first lien revolving credit facility in an amount equal to $40.0 million (the “Revolving Facility”; the commitments thereunder, the “Revolving Commitments” and the loans thereunder, together with (unless the context otherwise requires) the Swingline Loans referred to below, the “Revolving Loans”; the lenders with Revolving Commitments, the “Revolving Lenders”; and the Revolving Facility, together with the First Lien Term Facility, any Incremental First Lien Facility and any Refinancing First Lien Facility, the “First Lien Facilities” and, each individually, a “First Lien Facility”, and together with the Second Lien Contingency Term Facility, the “Facilities” and each a “Facility”). Revolving Loans will be made available to the Borrower in U.S. Dollars.

First Lien Incremental Facilities: The Borrower will have the right from time to time, on one or more occasions, to (a) add one or more incremental term loan facilities to the First Lien Term Facility or increase commitments under the First Lien Term Facility or any then outstanding incremental term loan facility (each, an “Incremental First Lien Term Facility”; the loans thereunder, the “Incremental First Lien Term Loans”) and/or (b) increase commitments under the Revolving Facility (each, an “Incremental Revolving Facility” and, together with any Incremental First Lien Term Facility, the “Incremental First Lien Facilities”) in minimum amounts to be set forth in the First Lien Credit Documents and in an aggregate principal amount not to exceed the sum of (A) the greater of (1) $62.0 million and (2) 100% of Adjusted EBITDA (as defined below) for the last four fiscal quarters of Holdings for which financial statements have been delivered to (or were required to have been delivered to) the First Lien Administrative Agent (less amounts utilized under the “free and clear basket” under clause (i) (A) in the section entitled “Second Lien Incremental Facilities” in Exhibit C to the Commitment Letter) (the “Shared Fixed Incremental Amount”) plus (B) an unlimited (the “Incremental First Lien Incurrence-Based Amount”) amount such that, giving pro forma effect to the incurrence of such amount pursuant to this clause (B) only (including the use of proceeds thereof) but, for the avoidance of doubt, without giving pro forma effect to any amounts incurred simultaneously under clause (A) above or clause (C) below, (x) the Consolidated First Lien Net Leverage Ratio (as hereinafter defined) shall be no greater than the Closing Date First Lien Net Leverage Ratio (as hereinafter defined) after giving effect to the Transactions or (y) if incurred in connection with a permitted acquisition or other similar permitted investment, the Consolidated First Lien Net Leverage Ratio immediately prior to giving effect to such incurrence of indebtedness and any transactions occurring in connection therewith, plus (C) any voluntary prepayments of the First Lien Term Facility and voluntary prepayments of the Revolving Facility (to the extent accompanied by permanent commitment reductions thereto) prior to such time other than any such voluntary prepayments (and commitment reductions) (x) in respect of Incremental First Lien Facilities incurred in reliance on clause (B) above or (y) to the extent financed with the proceeds of long term debt or any Cure Amount (as hereinafter defined); provided that, in the case of an Incremental First Lien Term Facility incurred to finance a Limited Condition Acquisition (as defined below), compliance with the foregoing leverage ratio may be determined, at the option of the Borrower, as of the time of entry into the applicable definitive acquisition agreement (as opposed to at the time of incurrence of such indebtedness) and shall be calculated on a pro forma basis as of the most recent fiscal quarter end for which financial statements have been delivered (or were required to have been delivered) to the First Lien Administrative Agent on or prior to the signing of the applicable definitive acquisition agreement) (treating all Incremental Revolving Facilities as fully drawn, and with proceeds from any such Incremental First Lien Facility not being netted from indebtedness for such calculation); provided further:

(i) the Incremental First Lien Facilities will rank pari passu in right of payment and pari passu with respect to security with the other First Lien Facilities;

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(ii) except with respect to an aggregate amount of Incremental First Lien Term Loans not greater than the Shared Fixed Incremental Amount (the “Maturity Exception Amount”), no Incremental First Lien Term Facility will have a final maturity earlier than the maturity date of the then-existing First Lien Term Facility, and the weighted average life to maturity of each Incremental First Lien Term Facility shall be no shorter than the then remaining weighted average life to maturity of the then-existing First Lien Term Facility;

(iii) such Incremental First Lien Facility shall not be (x) secured by any lien on any asset of the Borrower, any Guarantor or any of their respective subsidiaries that does not also secure the then outstanding First Lien Facilities or (y) guaranteed by any person other than Guarantors under the First Lien Facilities;

(iv) the terms and provisions (other than upfront fees) of the Incremental Revolving Facility shall be identical to the Revolving Facility and each Incremental Revolving Facility shall be added to, and constitute a part of, the Revolving Facility;

(v) (a) if the proceeds of such Incremental First Lien Term Facility shall be applied to consummate a permitted acquisition or a similar permitted investment, in each case, for which the consummation of which is not conditioned on the availability of, or on obtaining, third party financing (a “Limited Condition Acquisition”), (1) the representations and warranties set forth in the First Lien Credit Documents shall be true and correct in all material respects (or, if qualified by materiality, in all respects), provided that the accuracy of such representations and warranties may be subject to customary “SunGard” or “certain funds” conditionality to the extent agreed by the First Lien Lenders providing such loans, (2) no default or event of default shall exist at the time of the incurrence of such loans and immediately after giving effect thereto; provided that the Lenders providing such loans may instead require only that no default or event of default shall exist at the time that the definitive transaction agreement for such Limited Condition Acquisition is entered into and (3) on the date of incurrence thereof both immediately before and immediately after giving effect thereto, no payment or bankruptcy event of default shall have occurred and be continuing or would result therefrom, and (b) in any other case, (x) no default or event of default shall exist on the date of incurrence thereof immediately before or immediately after giving effect thereto and (y) the representations and warranties set forth in the First Lien Credit Documents shall be true and correct in all material respects (or, if qualified by materiality, in all respects);

(vi) except with respect to (A) an aggregate amount of Incremental First Lien Term Loans not greater than the Shared Fixed Incremental Amount , (B) any amount of the Incremental First Lien Term Facilities used to finance a permitted acquisition or other similar permitted investment and (C) any amount of any Incremental First Lien Term Facility that matures more than one year after the First Lien Term Facility (collectively, the “MFN Exception Amount”), if the Weighted Average Yield (as defined below) relating to any Incremental First Lien Term Facility incurred on or prior to the date that is twelve months after the Closing Date exceeds the Weighted Average Yield relating to the First Lien Term Loans by more than 0.75%, the Weighted Average Yield relating to the First Lien Term Loans shall be adjusted to be equal to the Weighted Average Yield relating to such series of Incremental First Lien Term Facility minus 0.75% (the “First Lien MFN Provision”);

B-4

(vii) Incremental First Lien Term Loans shall share ratably in all voluntary and mandatory prepayments of First Lien Term Loans unless the lenders of such Incremental First Lien Term Loans elect to receive a lesser share of any such prepayment; and

(ix) except as otherwise required in preceding clauses (i) through (vii), all other terms of such Incremental First Lien Facility, if not consistent with the terms of the existing First Lien Term Facility or Revolving Facility, as applicable, will be as agreed between the Borrower and the lenders providing such Incremental First Lien Facility and shall be reasonably acceptable to the First Lien Administrative Agent; provided, the terms of any Incremental First Lien Term Facility (other than with respect to pricing, margin, maturity and/or fees or as otherwise contemplated by any of clauses (i) through (vii) above) shall not be materially more favorable (taken as a whole) to the lenders providing such Incremental First Lien Term Facility than such terms in the then-existing First Lien Term Facility, as reasonably determined by the Borrower in good faith (except to the extent (x) such terms are reasonably acceptable to the First Lien Administrative Agent or added in the First Lien Facilities for the benefit of the First Lien Lenders pursuant to an amendment thereto (with no consent of the First Lien Lenders being required) or (y) for terms applicable only to periods after the latest final maturity date of the First Lien Facilities existing at the time of the incurrence of such Incremental First Lien Term Facility).

No existing First Lien Lender will be required to participate in any such Incremental First Lien Facility without its consent.

As used herein, “Weighted Average Yield” means, with respect to any First Lien Term Loan or Incremental First Lien Term Loan on any date of determination, the weighted average yield to maturity (as determined in good faith by the First Lien Administrative Agent), in each case, based on the interest rate applicable to such First Lien Term Loan or Incremental First Lien Term Loan on such date (including any floor and margin) and giving effect to all upfront or similar fees (including original issue discount where the amount of such discount is equated to interest based on an assumed four-year life to maturity or, if the actual maturity date falls earlier than four years, the lesser number of years) payable with respect to such First Lien Term Loan or Incremental First Lien Term Loan (but excluding such upfront or similar fees to the extent they constitute commitment, arrangement or similar fees that are not distributed to First Lien Lenders generally).

B-5

For purposes of the foregoing, the Borrower may elect to use the Incremental First Lien Incurrence-Based Amount prior to the Shared Fixed Incremental Amount and regardless of whether there is capacity under the Shared Fixed Incremental Amount, and if the Shared Incremental Amount and the Incremental First Lien Incurrence-Based Amount are each available and the Borrower does not make an election, the Borrower will be deemed to have elected to use the Incremental First Lien Incurrence-Based Amount first. The Borrower may reclassify, from time to time, any portion of an Incremental First Lien Facility incurred under the Shared Fixed Incremental Amount as being incurred under the Incremental First Lien Incurrence-Based Amount if, on such day of classification, the Borrower would satisfy the relevant incurrence criteria noted above (the “First Lien Reclassification Right”).

“Closing Date First Lien Net Leverage Ratio” means the Consolidated First Lien Net Leverage Ratio on the Closing Date (after giving pro forma effect to the Transactions).

“Closing Date Secured Net Leverage Ratio” means the Consolidated Secured Net Leverage Ratio on the Closing Date (after giving pro forma effect to the Transactions).

“Closing Date Total Net Leverage Ratio” means the Consolidated Total Net Leverage Ratio on the Closing Date (after giving pro forma effect to the Transactions).

“Consolidated First Lien Net Leverage Ratio” will be defined as the ratio of (i) consolidated debt for borrowed money, purchase money indebtedness, capital leases, debt evidenced by bonds, notes, debentures, indentures, credit agreements and similar instruments, unreimbursed amounts owing in respect of letter of credit and similar facilities and any guarantees of the foregoing items of Holdings, the Borrower and its Restricted Subsidiaries (“Consolidated Total Debt”) that are secured (other than if contractually junior to the liens of the First Lien Administrative Agent pursuant to the Intercreditor Agreement (as hereinafter defined) or another intercreditor agreement in customary form and reasonably acceptable to the First Lien Administrative Agent) net of unrestricted cash and cash equivalents of the Borrower and its Restricted Subsidiaries (“Unrestricted Cash”) to (ii) trailing four fiscal quarter Adjusted EBITDA.

B-6

“Consolidated Secured Net Leverage Ratio” will be defined as the ratio of (i) Consolidated Total Debt that is secured net of Unrestricted Cash to (ii) trailing four fiscal quarter Adjusted EBITDA.

“Consolidated Total Net Leverage Ratio” will be defined as the ratio of (i) Consolidated Total Debt net of Unrestricted Cash to (ii) trailing four fiscal quarter Adjusted EBITDA.

“Adjusted EBITDA” will be determined with respect to Holdings, the Borrower and its Restricted Subsidiaries and be defined in a manner to be mutually agreed.

Limited Condition Acquisitions: For purposes of (i) determining compliance with any provision of the First Lien Credit Documents which requires the calculation of any financial ratio (other than (x) determining actual (versus pro forma) compliance with the Financial Covenant (as hereinafter defined) tested at the end of each applicable quarter and (y) determining the ability to make Restricted Payments (as hereinafter defined) and Restricted Debt Payments (as hereinafter defined)), (ii) determining compliance with representations and warranties or the occurrence and continuation of a default or an event of default or (iii) testing availability under baskets set forth in the First Lien Credit Documents (other than in respect of Restricted Payments and Restricted Debt Payments), in each case, in connection with a Limited Condition Acquisition, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition (such election to be set forth in a writing that is delivered to the First Lien Administrative Agent), an “LCA Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and if, after giving pro forma effect to the Limited Condition Acquisition and the other transactions to be entered into in connection therewith as if they had occurred at the beginning of the most recent test period ending prior to the LCA Test Date for which financial statements have been delivered (or were required to have been delivered) to the First Lien Administrative Agent, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. For the avoidance of doubt, if the Borrower has made an LCA Election and any of the ratios or baskets for which compliance was determined or tested as of the LCA Test Date are exceeded as a result of fluctuations in any such ratio or basket (including due to fluctuations of the target of any Limited Condition Acquisition) at or prior to the consummation of the relevant transaction or action, such ratios or baskets will not be deemed to have been exceeded as a result of such fluctuations. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket (other than for a Restricted Payment or a Restricted Debt Payment) on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) the date that the definitive agreement for such Limited Condition Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such calculation shall be made on a pro forma basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of debt and the use of proceeds thereof) had been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has been terminated.

B-7

First Lien Refinancing Facilities: The First Lien Credit Documents will permit the Borrower to refinance loans under the First Lien Term Facility (or any Incremental First Lien Term Facility) or commitments under the Revolving Facility (or any Incremental Revolving Facility) from time to time, in whole or part, with one or more new term facilities (each, a “First Lien Refinancing Term Facility”) or new revolving credit facilities (each, a “Refinancing Revolving Facility”; the First Lien Refinancing Term Facilities and the Refinancing Revolving Facilities are collectively referred to as “First Lien Refinancing Facilities”), respectively, incurred by the Borrower under the First Lien Credit Documents with the consent of the Borrower and the institutions providing such First Lien Refinancing Term Facility or Refinancing Revolving Facility or with one or more additional series of senior unsecured notes or loans incurred by the Borrower or senior secured notes or loans incurred by the Borrower that will be secured by the Collateral on a pari passu basis or by senior secured notes or loans incurred by the Borrower that will be secured on a junior basis with the First Lien Facilities, senior subordinated notes or loans, or subordinated notes or loans (any such notes or loans, “First Lien Refinancing Notes”), subject solely to the following terms and conditions: (i) any First Lien Refinancing Facility or First Lien Refinancing Notes shall not be in a principal amount that exceeds the principal amount of loans and commitments so refinanced, plus accrued and unpaid interest thereon, and fees, expenses, commissions, underwriting discounts and premiums payable in connection therewith, (ii) in the case of secured First Lien Refinancing Facilities or First Lien Refinancing Notes, customary and reasonably satisfactory intercreditor agreements are entered into or the joinder of the representatives of such First Lien Refinancing Facilities or First Lien Refinancing Notes to the Intercreditor Agreement pursuant to the terms thereof, (iii) subject to clause (xii) below, any First Lien Refinancing Term Facility or First Lien Refinancing Notes do not mature prior to the maturity date of, or have a shorter weighted average life than, loans under the First Lien Term Facility or the Incremental First Lien Term Facility, as applicable, being refinanced, (iv) any Refinancing Revolving Facility does not mature or have any mandatory commitment reductions prior to the maturity date of the revolving commitments being refinanced, (v) no subsidiary of Holdings is a guarantor with respect to any First Lien Refinancing Facility or First Lien Refinancing Notes unless such subsidiary is a Guarantor which shall have previously or substantially concurrently guaranteed the First Lien Facilities that remain outstanding after such refinancing, (vi) any First Lien Refinancing Facilities or First Lien Refinancing Notes are not secured by any assets not previously securing the First Lien Facilities unless such assets substantially concurrently secure the First Lien Facilities that remain outstanding after such refinancing, (vii) the terms and conditions of such First Lien Refinancing Term Facility, Refinancing Revolving Facility or First Lien Refinancing Notes (excluding pricing and optional prepayment or redemption terms or covenants or other provisions applicable only to periods after the latest maturity date of the loans and commitments) reflect terms and conditions at the time of incurrence or issuance not materially more favorable to the lenders or holders providing such First Lien Refinancing Term Facility, Refinancing Revolving Facility or First Lien Refinancing Notes, as reasonably determined in good faith by the Borrower, than those applicable to the facility being so refinanced (except for covenants and other provisions applicable only to periods after the latest final maturity date of any facility under the First Lien Credit Documents remaining outstanding after giving effect to the incurrence or issuance of such First Lien Refinancing Facility or First Lien Refinancing Notes) (except to the extent (x) such terms are reasonably acceptable to the First Lien Administrative Agent or added in the First Lien Facilities for the benefit of the First Lien Lenders pursuant to an amendment thereto (with no consent of the First Lien Lenders being required) or (y) for terms applicable only to periods after the latest final maturity date of the First Lien Facilities existing at the time of the incurrence of such First Lien Refinancing Facility or First Lien Refinancing Notes), (viii) in the case of any Refinancing Revolving Facility, the First Lien Credit Documents shall include certain provisions to govern the pro rata payment, borrowing, participation and commitment reduction of the Revolving Facility and any such Refinancing Revolving Facility, (ix) any First Lien Refinancing Term Facility shall share ratably (and not more than ratably) in any voluntary or mandatory prepayments of the First Lien Term Loan Facility unless (a) the Borrower and the lenders in respect of such First Lien Refinancing Term Facility elect lesser prepayments or (b) such First Lien Refinancing Term Facility is not pari passu in right of payment or security (in which case such prepayments shall be on a junior basis), (x) delivery of customary certificates, legal opinions and other customary documents and customary information as reasonably requested by the First Lien Administrative Agent, (xi) if the indebtedness being refinanced was (A) contractually subordinated to the First Lien Facilities in right of payment, such First Lien Refinancing Facility or First Lien Refinancing Notes shall be contractually subordinated to the First Lien Facilities on at least the same basis, (B) contractually subordinated to the First Lien Facilities in right of security, such First Lien Refinancing Facility or First Lien Refinancing Notes shall be contractually subordinated in right of security to the First Lien Facilities on at least the same basis or be unsecured, or (C) unsecured, such First Lien Refinancing Facility or First Lien Refinancing Notes shall be unsecured and (xii) if any such First Lien Refinancing Facility or First Lien Refinancing Notes is not pari passu in right of payment to and security with the First Lien Facilities, it does not (1) mature prior to the date that is 91 days after the maturity date of the First Lien Facilities (or, if later, any later maturity date for any First Lien Facility then in effect) or have a weighted average life less than the weighted average life of the First Lien Facilities (or any later maturing First Lien Facility then in effect) plus 91 days and (2) have mandatory prepayment, redemption or offer to purchase events more onerous to the Borrower (as reasonably determined in good faith by the Borrower) than those set forth in the First Lien Facilities (and shall otherwise be subject to the terms of the First Lien Facilities).

B-8

First Lien Credit Documents: Definitive documentation for the First Lien Facilities, including the Intercreditor Agreement and any applicable collateral and guaranty documents (collectively, the “First Lien Credit Documents”), shall initially be drafted by counsel to the Commitment Parties and shall be based upon a precedent to be mutually agreed (together with the related security, pledge, collateral and guarantee agreement and other documents executed and/or delivered in connection therewith, collectively, the “Precedent Documentation”), and shall contain the terms and conditions set forth in this Exhibit B (as the same may be modified by the “Flex Provisions” of the Fee Letter) and will be negotiated in good faith to finalize the same (giving effect to the Certain Funds Provision) as promptly as reasonably practicable; it being understood and agreed that the First Lien Credit Documents shall (a) give due regard to the operational and strategic requirements of Holdings and its subsidiaries in light of their consolidated size, industries, practices and proposed business plan (including, without limitation, the leverage profile and projected free cash flow generation of Holdings, the Borrower and its Restricted Subsidiaries), in each case, after giving effect to the transactions contemplated herein, (b) give due regard to the Projections delivered by the SPAC to the First Lien Lead Arrangers on August 6, 2019 (the “SPAC Model”), and any subsequent modifications by the SPAC to the SPAC Model that are acceptable to the First Lien Lead Arrangers, (c) include customary QFC stay rules provisions, ERISA lender representations, “beneficial ownership” provisions and Delaware LLC Act provisions, (d) include the First Lien Administrative Agent’s customary agency provisions and certain mechanical provisions (consistent and reflective of the First Lien Administrative Agent’s customary requirements and practices), and (e) notwithstanding anything to the contrary (but otherwise subject to the “Flex Provisions” of the Fee Letter and the Certain Funds Provisions), contain only those conditions to borrowing, mandatory prepayments, representations, warranties, financial, affirmative and negative covenants and events of default expressly set forth in this Exhibit B (collectively, the “Facilities Documentation Principles”).

B-9

Purpose/Use of Proceeds:	First Lien Term Facility: Proceeds of the First Lien Term Facility, together with the proceeds of the Second Lien Contingency Term Facility and the SPAC Equity Contribution, will be used to fund the Transactions and the Transaction Costs. Revolving Facility: Proceeds of the Revolving Facility will be used for working capital and general corporate purposes, including letters of credit issuance and the funding of permitted acquisitions, other permitted investments or any other transaction permitted under the First Lien Credit Documents; provided that, other than (i) to fund any additional original issue discount or upfront fees with respect to the Facilities imposed pursuant to the “Flex Provisions” of the Fee Letter, (ii) to provide back to back support for, or to replace, existing letters of credit and (iii) to fund the Transactions and the Transaction Costs and for working capital and general corporate purposes in an amount not to exceed $10.0 million in the aggregate on the Closing Date, the Revolving Facility shall not be used on the Closing Date. Incremental Facilities: Proceeds will be available for working capital and general corporate purposes, including permitted acquisitions, other permitted investments, capital expenditures, associated costs and expenses, permitted restricted payments or any other transaction permitted under the First Lien Credit Documents.
Availability:	First Lien Term Facility: The First Lien Term Facility will be available in U.S. dollars in a single drawing on the Closing Date. Amounts borrowed under the First Lien Term Facility that are repaid or prepaid may not be reborrowed. Revolving Facility: Amounts available under the Revolving Facility may be borrowed, repaid and reborrowed on and after the Closing Date until the maturity date thereof (subject to the limitations set forth above in respect of drawings on the Closing Date). Incremental First Lien Facilities: As agreed by the Borrower and the lenders providing the Incremental First Lien Facilities.
Maturities:	First Lien Term Facility: Seven years after the Closing Date. Revolving Facility: Five years after the Closing Date.
Closing Date:	The date on which the initial borrowings under the First Lien Term Facility are made and the Acquisition is consummated (the “Closing Date”).
Amortization:	First Lien Term Facility: The First Lien Term Loans will amortize in equal quarterly installments in aggregate annual amounts equal to 1.00% of the original principal amount of the First Lien Term Facility, commencing with the first full fiscal quarter after the Closing Date, with the balance payable on the seventh anniversary of the Closing Date. Revolving Facility: Payable at maturity (no required amortization).

B-10

Swingline Loans:	At the Borrower’s option, a portion of the Revolving Facility not in excess of $5.0 million will be made available as swingline loans in U.S. Dollars (the “Swingline Loans”) from the First Lien Administrative Agent (in such capacity, the “Swingline Lender”) on same-day notice. Except for the purpose of calculating the commitment fee below, any Swingline Loans will reduce availability under the Revolving Facility on a dollar-for-dollar basis. Each First Lien Lender under the Revolving Facility shall be irrevocably and unconditionally required to purchase, under certain circumstances, a participation in each Swingline Loan on a pro rata basis. Swingline Loans will be incurred and maintained as Base Rate Loans.
Letters of Credit:	At the Borrower’s option, a portion of the Revolving Facility not in excess of $5.0 million (the “LC Sublimit”), will be made available for the issuance of letters of credit (“Letters of Credit”) by each Initial Lender, each Additional Initial Lender or other Revolving Lenders (or, in each case, their respective affiliates or designees) reasonably satisfactory to the Borrower and the First Lien Administrative Agent (in such capacity, an “Issuing Bank”); provided that no Initial Lender nor any of its affiliates or designees shall be required to issue commercial or trade Letters of Credit. No Letter of Credit shall have an expiration date later than the earlier of (A) the date that is the fifth business day prior to the maturity date of the Revolving Facility unless arrangements (including cash collateralization of such Letters of Credit) reasonably satisfactory to the applicable Issuing Bank have been entered into and (B) the date which is one year from the date of issuance of such Letter of Credit; provided that any Letter of Credit may provide for automatic renewal for additional one-year periods (which may not extend beyond the date that is the fifth business day prior to the Revolving Facility maturity date unless arrangements (including cash collateralization of such Letters of Credit) reasonably satisfactory to the applicable Issuing Bank have been entered into. Notwithstanding the foregoing, each Initial Lender and each Additional Initial Lender shall be required to issue Letters of Credit in an amount of up to its pro rata portion of the LC Sublimit (based on the amount of its commitment under the Revolving Facility on the Closing Date) and no Initial Lender nor any Additional Initial Lender shall be required to issue any Letters of Credit in excess of such pro rata portion of the LC Sublimit.
Interest Rate:	All amounts outstanding under the First Lien Facilities will bear interest at the Borrower’s option, at either (a) the reserve adjusted Eurodollar Rate plus 4.25% per annum or (b) the Base Rate plus 3.25% per annum (subject to adjustment as provided in the Fee Letter). For purposes hereof: “Base Rate” means the highest of (i) the Federal Funds Rate plus ½ of 1.00%, (ii) the “U.S. Prime Lending Rate” published by The Wall Street Journal and (iii) the Eurodollar Rate for an interest period of one month plus 1.00%. “Base Rate Loans” means First Lien Loans bearing interest based upon the Base Rate.

B-11

“Eurodollar Rate” means the greater of (x) the reserve adjusted London Interbank Offered Rate or a comparable or successor rate which rate is reasonably approved by the First Lien Administrative Agent, as published on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be reasonably designated by the First Lien Administrative Agent from time to time) at approximately 11:00 a.m., London time, two business days prior to the commencement of such interest period, for deposits in U.S. Dollars (for delivery on the first day of such interest period) with a term equivalent to such interest period and (y) 1.00%. The Precedent Documentation will include the Administrative Agent’s customary London Interbank Offered Rate replacement provisions in the event that the London Interbank Offered Rate is discontinued (which, in any event, shall require providing five business days prior notice to the Lenders and provide the Required Lenders with a right to object to such replacement provisions within such five business day period).

“Eurodollar Loans” means First Lien Loans bearing interest based upon the Eurodollar Rate.

Overdue principal, interest and other amounts will accrue at a rate equal to the otherwise applicable rate (or if no such rate is then applicable, then by reference to the rate then applicable to Base Rate Loans) plus an additional 2.00% per annum, in each case, payable on demand.

Interest Payments:

Quarterly for Base Rate Loans; except as set forth below, on the last day of selected interest periods (which shall be one, two, three and six months (or, if available, twelve months or a period of less than one month (in either case) with the consent of all affected First Lien Lenders) for Eurodollar Loans (and at the end of every three months, in the case of interest periods of longer than three months); upon prepayment (to the extent accrued on the amount being prepaid), in each case, payable in arrears and computed on the basis of a 360-day year (365/366 day year with respect to Base Rate Loans the interest rate on which is determined by reference to the “U.S. Prime Lending Rate”); and on the applicable maturity date.

Commitment Fees:

Commitment fee equal to 0.50% per annum times the daily average undrawn portion of the Revolving Facility (reduced by the amount of Letters of Credit issued and outstanding, but excluding outstanding Swingline Loans) will accrue from the Closing Date and be computed on the basis of a 360-day year and payable quarterly in arrears; provided, that such commitment fee shall be reduced to (i) if the Consolidated First Lien Net Leverage Ratio is less than or equal to 0.50x less than the Closing Date First Lien Net Leverage Ratio and greater than 1.00x than the Closing Date First Lien Net Leverage Ratio, 0.375% per annum and (ii) if the Consolidated First Lien Net Leverage Ratio is less than or equal to the ratio that is 1.00x less than the Closing Date First Lien Net Leverage Ratio, 0.25% per annum.

B-12

Letters of Credit Fees:	A fee equal to (i) the applicable margin then in effect for Eurodollar Loans under the Revolving Facility, times (ii) the average aggregate daily maximum amount available to be drawn under all Letters of Credit, will be payable quarterly in arrears to the First Lien Lenders under the Revolving Facility (computed on the basis of a 360-day year). In addition, a fronting fee equal to 0.125% per annum of the face amount of any issued Letter of Credit will be payable quarterly in arrears to the Issuing Bank thereof (computed on the basis of a 360-day year), as well as certain other customary fees assessed by such Issuing Bank.
Voluntary Prepayments:	The First Lien Facilities may be prepaid in whole or in part without premium or penalty (except for the Prepayment Premium (as defined below) as applicable); provided Eurodollar Loans will be prepayable only on the last day of the related interest period unless the Borrower pays any related breakage costs. Voluntary prepayments of the First Lien Term Facility, any Incremental First Lien Term Facility or any First Lien Refinancing Term Facility will be applied to the future scheduled amortization of each such tranche of First Lien Term Loans as directed by the Borrower (or, in the absence of direction, in the direct order of maturity).
Mandatory Prepayments:	The Borrower shall make the following mandatory prepayments of the First Lien Term Loans (subject to basket amounts, thresholds, carveouts and exceptions, in each case, to be mutually agreed and based upon the Facilities Documentation Principles):

1. Asset Sales: Prepayments in an amount equal to 100% (with step-downs to 50% and 0% based upon the achievement of Consolidated Secured Net Leverage Ratios equal to or less than 0.50x and 1.00x below the Closing Date Secured Net Leverage Ratio, respectively (the “Asset Sale Prepayment Step-Downs”)), and any portion of the net cash proceeds not required to prepay the First Lien Term Loans or to be reinvested pursuant to this clause 1 shall be referred to as the “Retained Asset Sale Proceeds”) of the net cash proceeds of the non-ordinary course sale or other disposition of assets of Holdings, the Borrower or any Restricted Subsidiary (including insurance and condemnation proceeds proceeds), in excess of an amount to be mutually agreed for each such individual asset sale or disposition (or series of related asset sales or dispositions) and an amount to be mutually agreed in the aggregate for any fiscal year, subject to the right of the Borrower and its Restricted Subsidiaries, absent an event of default then continuing, to reinvest (or commit to reinvest) such proceeds in other assets (other than working capital assets) useful in the business of the Borrower and its Restricted Subsidiaries within 365 days of receipt thereof (or, if so committed to reinvest within such 365-day period, such 365-day period shall extend by an additional 180-day period).

B-13

2. Incurrence of Indebtedness: Prepayments in an amount equal to 100% of the net cash proceeds received from the incurrence of indebtedness by Holdings, the Borrower or any of its Restricted Subsidiaries, other than indebtedness expressly permitted under the First Lien Credit Documents (other than in respect of First Lien Refinancing Facilities and First Lien Refinancing Notes).

3. Excess Cash Flow: Prepayments in an amount equal to 50% (with step-downs to 25% and 0% based upon the achievement of Consolidated Total Net Leverage Ratios equal to or less than 0.50x and 1.00x below the Closing Date Total Net Leverage Ratio, respectively) of “excess cash flow” (to be defined on a basis to be mutually agreed and based upon the Facilities Documentation Principles) for each fiscal year (beginning with the fiscal year ending December 31, 2020; provided, however, if the Closing Date occurs after January 1, 2020, the initial payment shall be in respect of the period from the Closing Date through and including December 31, 2020); provided, the amount of any excess cash flow prepayment may, at the Borrower’s option, be reduced dollar-for-dollar by the amount of voluntary prepayments or repurchases of First Lien Loans under the First Lien Term Facility, any Incremental First Lien Term Facility, any pari passu First Lien Refinancing Term Facility and the Revolving Facility (in the case of the Revolving Facility, to the extent accompanied by a permanent corresponding reduction of the relevant commitment) paid from internally generated cash during such fiscal year or at any time prior to the date on which such excess cash flow payment would otherwise be required to be made (but, in the case of any such prepayment made pursuant to the “Borrower” buy-back provisions, shall be limited to the actual amount of cash used to make such payment and only if the applicable prepayment offer was made to all applicable First Lien Lenders).

All mandatory prepayments above will be applied, subject to payment, if applicable, of the Prepayment Premium below, to prepay the First Lien Term Loans, any Incremental First Lien Term Loans, any term loans under any pari passu First Lien Refinancing Term Facility and, to the extent provided below, any other secured term indebtedness incurred on a pari passu basis with the First Lien Term Loans (to the extent a mandatory prepayment or offer to prepay such term indebtedness is required thereunder) on a pro rata basis (unless the lenders under any such Incremental First Lien Term Facility, First Lien Financing Term Facility or such other pari passu indebtedness have elected a lesser prepayment) and, in each case, in the direct order of maturity.

Any First Lien Lender may elect not to accept any mandatory prepayment made pursuant to clause 1 or 3 above (such declined payment, the “First Lien Declined Proceeds”). Any such First Lien Declined Proceeds shall be applied to any mandatory prepayments required under the Second Lien Contingency Term Facility; provided that if any Second Lien Lender (as defined in Exhibit C to the Commitment Letter) elects not to accept its pro rata share of any mandatory prepayment from such First Lien Declined Proceeds, such amounts may be retained by the Borrower (such declined payment, the “Declined Proceeds”), and will increase the Available Amount Basket (as defined below).

B-14

In addition, Revolving Loans and Swingline Loans under the Revolving Facility shall be prepaid and Letters of Credit shall be cash collateralized to the extent that such extensions of credit exceed the amount of the commitments under the Revolving Facility.

Notwithstanding the foregoing, the First Lien Credit Documents will provide that any permitted term indebtedness or notes that (in each case) is permitted to be (and is) secured by liens on the Collateral ranking on an equal priority basis (but without regard to the control of remedies) with the First Lien Lenders’ liens on the Collateral (as defined below) may share no more than ratably in any prepayments required by the foregoing provisions of clauses 1 and 3 (but only to the extent required by the terms of such other permitted term indebtedness or notes).

Prepayments in respect of clauses 1 and 3 above to the extent attributable to any foreign Restricted Subsidiaries will be limited under the First Lien Credit Documents in a manner consistent with the Facilities Documentation Principles to the extent such prepayments (including the repatriation of cash in connection therewith) would (a) be prohibited, delayed or restricted by applicable law, rule or regulation; provided that the Borrower and its Restricted Subsidiaries shall take all commercially reasonable actions available under local law to permit such repatriation or to remove such prohibitions, as applicable, or (b) result in material adverse tax consequences (as reasonably determined by the Borrower in consultation with the First Lien Administrative Agent).

Prepayment Premium: The Borrower shall pay a “Prepayment Premium” in an amount equal to 1.00% of the principal amount of the First Lien Term Loans subject to a Repricing Event that occurs on or before the date that is six months after the Closing Date. The term “Repricing Event” shall mean (i) any prepayment of any First Lien Term Loans, in whole or in part, with the proceeds of, or any conversion of any First Lien Term Loans into, any new or replacement tranche of term loans with a Weighted Average Yield (as determined above in this First Lien Term Sheet) less than the Weighted Average Yield applicable to such First Lien Term Loans so repaid or replaced, or (ii) any amendment to the First Lien Term Facility that reduces the Weighted Average Yield applicable to any of the First Lien Term Loans (including in connection with the replacement or repayment of any First Lien Lender who does not consent to any such amendment) (in each case, in preceding clauses (i) and (ii), other than in connection with a “change of control” or a Transformative Acquisition (as defined below)).

The term “Transformative Acquisition” shall mean any acquisition by the Borrower or any Restricted Subsidiary that is either (a) not permitted by the terms of the First Lien Credit Documents immediately prior to the consummation of such acquisition or (b) if permitted by the terms of the First Lien Credit Documents immediately prior to the consummation of such acquisition, would not provide the Borrower and its Restricted Subsidiaries with adequate flexibility under the First Lien Credit Documents for the continuation and/or expansion of their combined operations following such consummation, as reasonably determined by the Borrower acting in good faith.

B-15

Security:

Subject to the Certain Funds Provision, the Intercreditor Agreement and the Facilities Documentation Principles, the First Lien Facilities, the Hedging Arrangements and the Cash Management Arrangements will be secured by substantially all the assets of the Credit Parties, whether owned on the Closing Date or thereafter acquired (collectively, the “Collateral”), including, without limitation, (a) a perfected first priority pledge of all of the equity interests of the Borrower, (b) a perfected first priority pledge of all of the equity interests of all other subsidiaries held by any Credit Party (which pledge, in the case of any subsidiary of the Borrower that is an entity described in clause (h) of the section hereof entitled “Guarantors”, will be limited to 65% of the voting capital stock of such entity (or 100% of the voting capital stock of such entity to the extent that such pledge would not result in material adverse tax consequences to the Borrower, one of its Restricted Subsidiaries or any equityholder of the Borrower (in each case, as reasonably determined by the Borrower in consultation with the First Lien Administrative Agent)) and 100% of the non-voting capital stock of such entity); and (c) perfected first priority security interests (subject to permitted liens) in, and mortgages on, substantially all other tangible and intangible assets of the Credit Parties. Notwithstanding anything herein to the contrary, the Collateral shall exclude (i) particular assets if, in each case, reasonably agreed by the First Lien Administrative Agent and the Borrower in writing, that the cost of creating or perfecting such pledges or security interests in such assets exceed the practical benefits to be obtained by the First Lien Lenders therefrom, (ii) motor vehicles, airplanes and other assets subject to certificates of title, to the extent a lien therein cannot be perfected by the filing of a Uniform Commercial Code (“UCC”) financing statement, (iii) (A) any fee owned real property with a value of less than a threshold to be mutually agreed (with any required mortgages being permitted to be delivered within 90 days after the Closing Date (subject to extensions thereof agreed to by the First Lien Administrative Agent in its sole discretion)) and (B) leasehold interests (including requirements to deliver landlord lien waivers, estoppels and collateral access letters), (iv) any assets to the extent the creation or perfection of pledges thereof, or security interests therein, would reasonably be expected to result in material adverse tax consequences to Holdings, the Borrower or its Restricted Subsidiaries, as reasonably determined by the Borrower and the First Lien Administrative Agent, (v) property and assets to the extent that a pledge thereof or creation of security interest therein is restricted by applicable law, rule or regulation or which would require governmental consent, approval, license or authorization (in each case, only for so long as such restriction remains in effect or until such consent, approval or license is obtained, as applicable), other than to the extent such prohibition or limitation is rendered ineffective under the UCC or other applicable law notwithstanding such prohibition, (vi) equity interests in any non-wholly owned subsidiary or joint venture to the extent the granting of a security interest therein is not permitted by the terms of such person’s organizational or joint venture documents or would require the consent of one or more third parties (other than a Credit Party or a subsidiary thereof) that has not been obtained (after giving effect to the applicable anti-assignment provisions of the UCC or other applicable law), (vii) any lease, license or other agreement or any property subject thereto or a purchase money security interest or similar arrangement to the extent that, and so long as, a grant of a security interest therein, (A) is prohibited by applicable law other than to the extent such prohibition is rendered ineffective under the UCC or other applicable law notwithstanding such prohibition or (B) would violate or invalidate such lease, license, permit or agreement (other than any lease, license, permit or agreement solely among the Credit Parties or a subsidiary thereof), or create a right of termination in favor of, or require the consent of, any other party thereto (other than a Credit Party or a subsidiary thereof) (in each case, after giving effect to the relevant provisions of the UCC or other applicable laws), (viii) any governmental licenses or state or local franchises, charters and authorizations, to the extent security interests in such licenses, franchises, charters or authorizations are prohibited and restricted thereby, (ix) any intent-to-use trademark application prior to the filing of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, (x) margin stock, and (xi) equity interests of any Unrestricted Subsidiary and any subsidiary that is a captive insurance company, a not-for-profit entity or a special purpose entity; provided that the exclusions do not include any proceeds, substitutions or replacement referred to in the foregoing clauses (i) through (xi) (unless independently excluded from any such clause); it being understood that, notwithstanding the foregoing, any assets constituting “collateral” for the benefit of the lenders under the Second Lien Contingency Term Facility shall also be Collateral for purposes of the First Lien Facilities.

All of the above-described pledges, security interests and mortgages shall be created on terms and pursuant to documentation based upon the Facilities Documentation Principles. Notwithstanding anything to the contrary contained herein, the Credit Parties shall not be required to (a) enter into any account control agreement or similar or equivalent arrangement or (b) take any actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction to create any security interests in assets located or titled outside of the U.S. or to perfect or make enforceable any security interests in any such assets (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non U.S. jurisdiction).

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Intercreditor Arrangements:

The priority of the security interest and related creditor rights among the First Lien Facilities and the Second Lien Contingency Term Facility will be set forth in an intercreditor agreement (the “Intercreditor Agreement”) to be mutually agreed.

Representations and Warranties:

The First Lien Credit Documents will contain only the following representations and warranties, to be applicable only to Holdings, the Borrower and its Restricted Subsidiaries (in each case subject to exceptions, thresholds, materiality and other qualifications to be mutually agreed and based upon the Facilities Documentation Principles): due organization, existence and good standing, power and authority and qualification; equity interests, capitalization and ownership of the Borrower and its subsidiaries; due authorization, execution, delivery and enforceability; no conflicts with organizational documents, laws or material contractual obligations and no imposition of liens (other than liens permitted pursuant to the First Lien Credit Documents); governmental and other third party consents; accuracy of disclosure and financial statements and customary representations relating to pro forma financial statements and projections; no material adverse change; litigation; taxes; title to properties; real estate; environmental matters; employment, ERISA and other pension matters; intellectual property; use of proceeds; solvency; compliance with laws (including Federal Reserve margin regulations, the Investment Company Act and environmental laws); certain regulatory matters; compliance with OFAC, PATRIOT Act and other anti-terrorism laws, anti-bribery, anti-corruption (including the FCPA), sanctions and anti-money laundering laws; accuracy of beneficial ownership certifications required by the Beneficial Ownership Regulation; creation, validity, perfection and first priority perfected security interest in the Collateral (subject to permitted liens and the Certain Funds Provision); and status as senior indebtedness. “Material Adverse Effect” means a material adverse effect on (a) the business, assets, financial condition or results of operations, in each case, of Holdings, the Borrower and its Restricted Subsidiaries (taken as a whole), (b) the ability of the Borrower and the Guarantors (taken as a whole) to perform their payment and other material obligations under the Credit Documents or (c) the material rights and material remedies of the Administrative Agent and the Lenders under the applicable Credit Documents.

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Covenants: The credit agreement for the First Lien Facilities will contain only the following financial, affirmative and negative covenants, to be applicable to Holdings, the Borrower and its Restricted Subsidiaries (with exceptions, thresholds, baskets (including, in certain cases to be mutually agreed, “grower” baskets based off of a corresponding percentage of Adjusted EBITDA), materiality and other qualifications to be mutually agreed and based upon the Facilities Documentation Principles): A. Financial Covenant: With respect to the First Lien Term Facility: None. With respect to the Revolving Facility: Commencing, if applicable, with the first full fiscal quarter ending after the Closing Date, a maximum Consolidated First Lien Net Leverage Ratio (which shall be tested in respect of Holdings, the Borrower and its Restricted Subsidiaries, on a consolidated basis) (the “Financial Covenant”) tested only at the end of any fiscal quarter when the aggregate amount of outstanding Revolving Loans, Swingline Loans, undrawn Letters of Credit in excess of an aggregate amount to be mutually agreed and unreimbursed drawings in respect of Letters of Credit (but excluding fully cash collateralized Letters of Credit) exceeds 35% of the commitments under the Revolving Facility. The level for the Financial Covenant shall be set at a level reflecting a non-cumulative cushion equal to 30% of the Consolidated EBITDA set forth in the SPAC Model. B. Affirmative Covenants: Limited to delivery of (i) within 90 days of the end of each fiscal year, annual audited consolidated financial statements and (ii) within 45 days of the end of each fiscal quarter (other than the fourth fiscal quarter) of each fiscal year, quarterly unaudited consolidated financial statements, and, in the case of the annual financial statements, an opinion of an independent accounting firm (which opinion shall not be subject to any qualification as to scope or any “going concern” statement (other than a “going concern” statement, explanatory note or like qualification or exception resulting solely from (A) an upcoming maturity date of any debt occurring within one year from the time such opinion is delivered or (B) anticipated or actual financial covenant default)); annual budget reports in the form customarily prepared by the Borrower (with delivery time periods to be consistent with the delivery requirements for the audited financial statements (and, in the case of such annual and quarterly financial statements, together with customary management discussion and analysis narratives with respect to such audited or unaudited financial statements); compliance certificates; KYC information if requested, provision of information required under the Beneficial Ownership Regulation and other information reasonably requested by the First Lien Administrative Agent or any First Lien Lender (through the First Lien Administrative Agent); updated collateral information; notices of default, material adverse effect and certain other material events; maintenance of existence and material licenses, permits, franchises, etc.; payment of material taxes and similar obligations; maintenance of properties; maintenance of insurance (including flood insurance as required by applicable law and, if requested, information as to insurance being maintained); books and records; visitations and inspections; quarterly lender calls; compliance with applicable laws and regulations (including environmental laws, OFAC, the PATRIOT Act and other anti-terrorism laws, anti-bribery, anti-corruption laws (including the FCPA), and anti-money laundering and sanctions laws; environmental matters; additional collateral and guarantors; further assurances on collateral matters; material real estate assets; post-closing obligations; Unrestricted Subsidiaries; commercially reasonable efforts to maintain ratings from S&P and Moody’s (but not specific ratings); use of proceeds; and if applicable, cooperation with syndication on substantially the same basis as provided in the Commitment Letter.

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C. Negative Covenants: Limitations and restrictions limited to: (i) indebtedness (including guaranties) and certain equity issuances; (ii) liens; (iii) voluntary or optional prepayments, repurchases, acquisitions or redemptions of, and amendments with respect to, subordinated financings, junior lien financings and unsecured financings (collectively, “Junior Debt”); (iv) restricted payments (dividends and equity redemptions); (v) investments (including acquisitions); (vi) burdensome agreements and negative pledge clauses; (vii) fundamental changes; (viii) dispositions of assets (including sales and lease-backs); (ix) transactions with affiliates (including payment of management fees); (x) changes in nature of business; (xi) permitted activities of Holdings; (xii) amendments and waivers of organizational documents; and (xiii) changes to fiscal year.

The First Lien Credit Documents will include (without limitation) exceptions for:

(A) With respect to limitations on indebtedness:

i. additional senior, senior subordinated or subordinated debt of the Borrower (which may be guaranteed by the Guarantors); provided upon giving effect thereto, (1) if such debt is secured by a lien on the Collateral that is pari passu with the lien securing the First Lien Facilities, the Consolidated First Lien Net Leverage Ratio does not exceed (x) the Closing Date First Lien Net Leverage Ratio or (y) if incurred in connection with a permitted acquisition or similar permitted investment, the Consolidated First Lien Net Leverage Ratio prior to giving effect to such incurrence of indebtedness and any transactions occurring in connection therewith, (2) if such debt is secured by a lien on the Collateral that is junior to the lien securing the First Lien Facilities, the Consolidated Secured Net Leverage Ratio does not exceed (x) the Closing Date Secured Net Leverage Ratio or (y) if incurred in connection with a permitted acquisition or similar permitted investment, the Consolidated Secured Net Leverage Ratio prior to giving effect to such incurrence of indebtedness and any transactions occurring in connection therewith and (3) if such debt is unsecured, (I) the Consolidated Total Net Leverage Ratio does not exceed (x) 0.25x above the Closing Date Total Net Leverage Ratio or (y) if incurred in connection with a permitted acquisition or similar permitted investment, the Consolidated Total Net Leverage Ratio prior to giving effect to such incurrence of indebtedness and any transactions occurring in connection therewith or (II) the Cash Interest Coverage Ratio (to be defined in a manner to be mutually agreed) exceeds 2.00 to 1.00, in each case described in preceding clauses (1), (2) and (3), calculated on a pro forma basis, including the application of the proceeds thereof ((x) assuming all commitments under any such debt were fully drawn and (y) without “netting” the cash proceeds of such debt) (this clause (i), the “Ratio Debt Basket”); provided that the utilization of the Ratio Debt Basket shall be subject to, among other customary provisions to be mutually agreed, (A) no default or event of default then existing or resulting therefrom (subject to the Limited Condition Acquisition provisions above), (B) to the extent guaranteed, such ratio debt shall not be guaranteed by any person other than a Guarantor, (C) to the extent such ratio debt is secured, (x) such ratio debt shall not be secured by any assets other than Collateral, (y) such ratio debt shall be subject to the Intercreditor Agreement or such other intercreditor agreement in customary form and reasonably acceptable to the First Lien Administrative Agent and (z) if such ratio debt is in the form of term loans secured on a pari passu basis with the First Lien Term Facility, the First Lien MFN Provisions shall apply, and (D) such ratio debt shall not have a final maturity or have payments of principal (other than amortization subject to the weighted average life restrictions below, customary offers to repurchase and prepayment events upon change of control, asset sale or event of loss and a customary acceleration right after an event of default) on or prior to the maturity of (or, if such ratio debt is junior secured, unsecured or subordinated, on or prior to the 91st day after the maturity of) the First Lien Loans with the latest maturity at the time such ratio debt is incurred, or have a shorter weighted average life to maturity than (or, if such ratio debt is junior secured, unsecured or subordinated, have a shorter average weighted life to maturity prior to the 91st day after the maturity of) the remaining weighted average life to maturity for the First Lien Loans with the longest remaining weighted average life to maturity at the time such ratio debt is incurred;

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ii. a general indebtedness basket in an aggregate principal amount to be mutually agreed (this clause (ii), the “General Debt Basket”);

iii. purchase money indebtedness and capital leases in an aggregate outstanding principal amount to be mutually agreed (this clause (iii), the “Purchase Money Debt Basket”);

iv. indebtedness assumed in connection with (and indebtedness of one or more targets and existing at the time of the consummation of) Permitted Acquisitions or similar permitted investment (but not in anticipation or contemplation thereof) so long as no event of default then exists or would result therefrom (subject to the Limited Conditions Acquisition provisions above); provided, upon giving pro forma effect thereto and any related specified transactions, the applicable leverage ratio or interest coverage ratio to incur such type of debt (i.e., first lien secured, junior secured or unsecured) under the Ratio Debt Basket is satisfied (this clause (iv), the “Assumed Acquisition Debt Basket”); and

v. indebtedness of subsidiaries that are not Credit Parties in an aggregate principal amount to be mutually agreed (this clause (v), the “Non-Credit Party Subsidiaries Debt Basket”).

(B) With respect to limitations on liens:

i. liens securing indebtedness incurred in reliance on the applicable provisions of (and subject to the limitations set forth in) the Ratio Debt Basket and the Assumed Acquisition Debt Basket (provided that, in the case of the Assumed Acquisition Debt Basket, (x) the relevant debt and liens were not incurred or created in anticipation or contemplation of the applicable acquisition and (y) the relevant liens are limited to the applicable assets so acquired and proceeds thereof);

ii. liens on Collateral securing (i) First Lien Refinancing Facilities and First Lien Refinancing Notes, (ii) the Second Lien Contingency Term Facility and any Incremental Second Lien Term Facility and (iii) any Second Lien Refinancing Term Facility and Second Lien Refinancing Notes; and

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iii. liens securing indebtedness incurred in reliance on the Non-Credit Party Subsidiaries Debt Basket (so long as such liens are limited to the assets of the non-Credit Parties incurring such debt), the Purchase Money Debt Basket (limited to the assets financed thereby) and the General Debt Basket.

(C) With respect to limitations on voluntary or optional prepayments, repurchases, acquisitions or redemptions of Junior Debt (“Restricted Debt Payments”), exceptions for (i) a basket for Restricted Debt Payments in an unlimited amount subject to no default or event of default occurring and continuing (or resulting therefrom) and pro forma compliance with a Consolidated Total Net Leverage Ratio that is no greater than 1.25x below the Closing Date Total Net Leverage Ratio, and (ii) so long as no default or event of default then exists or would result therefrom, other Restricted Debt Payments in an aggregate amount to be mutually agreed.

(D) With respect to limitations on dispositions of assets, exceptions for (I) sales of inventory in the ordinary course of business, (II) sales of obsolete, worn-out or surplus property in the ordinary course of business and (III) subject to the fundamental changes covenant, asset sales in arm’s length transactions and for fair market value (as reasonably determined by the Borrower), provided that no default or event of default exists or would result therefrom, no stock in a Restricted Subsidiary that is a Guarantor may be sold unless all of its outstanding stock is sold and such sales are for at least 75% cash consideration (subject to customary exceptions to the cash consideration requirement, including threshold amounts and a basket for non-cash consideration that may be designated as cash consideration of an amount to be mutually agreed) and such sales are subject to the mandatory prepayment/reinvestment requirements in the First Lien Credit Documents.

(E) With respect to limitations on investments:

i. acquisitions of all or substantially all of the assets of any person or any line of business or division thereof, or at least a majority of the equity interests of any person (including any investment which serves to increase the Borrower’s direct or indirect equity ownership in any joint venture) (each, a “Permitted Acquisition”), so long as, among other customary conditions to be mutually agreed, (A) no default or event of default exists (subject to the Limited Condition Acquisition provisions above and, in such case, no payment or bankruptcy event of default exists immediately before and after following the consummation thereof), (B) the nature of business covenant is satisfied, (C) the Borrower complies with the collateral and guarantee requirements in the First Lien Credit Documents (to the extent, if any, compliance therewith is required at the time of the consummation of such acquisition), and (D) there shall be a cap to be mutually agreed regarding acquisitions of entities that do not become Guarantors and of assets that do not become Collateral;

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ii. investments by the Borrower or any of its Restricted Subsidiaries in the Borrower or any Restricted Subsidiary (with a cap on investments by Credit Parties in Restricted Subsidiaries that are not Credit Parties in an aggregate amount to be mutually agreed);

iii. so long as no default or event of default then exists or would result therefrom, a general investments basket in an aggregate amount to be mutually agreed;

iv. so long as no default or event of default then exists or would result therefrom, an investment basket for investments in joint ventures in an aggregate amount to be mutually agreed;

v. so long as no default or event of default then exists or would result therefrom, an investment basket for investments in Unrestricted Subsidiaries in an aggregate amount to be mutually agreed; and

vi. so long as no default or event of default then exists or would result therefrom, a basket for investments in an unlimited amount subject to pro forma compliance with a Consolidated Total Net Leverage Ratio that is no greater than 1.00x below the Closing Date Total Net Leverage Ratio (or, if such investment is to be made in, or as a designation of, an Unrestricted Subsidiary, no greater than 1.25x below the Closing Date Total Net Leverage Ratio).

(F) With respect to limitations on dividends or distributions on, or redemptions or repurchases of, the capital stock of Holdings (or any parent entity thereof), the Borrower or any Restricted Subsidiary (“Restricted Payments”):

i. a basket for restricted payments in an unlimited amount subject to no default or event of default occurring and continuing (or resulting therefrom) and pro forma compliance with a Consolidated Total Net Leverage Ratio that is no greater than 1.25x below the Closing Date Total Net Leverage Ratio;

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ii. so long as no default or event of default then exists or would result therefrom, Restricted Payments from a substantially concurrent receipt of proceeds of any qualified equity offerings and other qualified equity contributions received by Holdings (and contributed to the Borrower) after the Closing Date that are not used as part of a Cure Amount and do not increase the Available Amount Basket or are not otherwise applied (“Excluded Contributions”);

iii. Restricted Payments to Holdings or any other parent company to repurchase, redeem, retire or otherwise acquire capital stock of Holdings or any of its parent companies, in each case, held by future, present or former employees, officers, directors, members of management, managers or consultants (or any immediate family member of the foregoing) of Holdings or any of its subsidiaries in an aggregate annual amount to be mutually agreed, with unused amounts permitted to be carried forward to the next succeeding fiscal year, subject to a maximum in any fiscal year not to exceed an amount to be mutually agreed;

iv. cashless redemption or conversion of equity interests of Holdings in exchange for common stock of the SPAC;

v. customary tax distributions on terms to be mutually agreed; and

vi. so long as no default or event of default then exists or would result therefrom, a general Restricted Payment basket equal to an aggregate amount to be mutually agreed.

In addition, the First Lien Credit Documents will include an Available Amount Basket that may be used for (i) in the absence of a default or an event of default, permitted investments (subject to pro forma compliance with a Consolidated Total Net Leverage Ratio level of not more than the Closing Date Total Net Leverage Ratio), (ii) in the absence of a default or an event of default, Restricted Payments (subject to pro forma compliance with a Consolidated Total Net Leverage Ratio level of not more than the Closing Date Total Net Leverage Ratio), and (iii) in the absence of a default or an event of default, Restricted Debt Payments (subject to pro forma compliance with a Consolidated Total Net Leverage Ratio level of not more than the Closing Date Total Net Leverage Ratio); provided that it is understood and agreed that the foregoing restrictions (other than no default or event of default) on the use of the Available Amount Basket shall not apply to the portion thereof referred to in clauses (iii), (vi) and (vii) of the definition thereof as set forth below.

“Available Amount Basket” shall mean, as of any date of determination, a cumulative amount equal to (a) the sum of (without duplication) (i) the greater of (A) an aggregate amount to be mutually agreed or (B) the equivalent percentage of Adjusted EBITDA for the most recently ended four quarter period for which financial statements have been (or were required to have been) delivered to the First Lien Administrative Agent, plus (ii) an amount not less than zero equal to the percentage of excess cash flow described above under “Mandatory Prepayments – Excess Cash Flow” equal to the percentage thereof not required to be applied as an excess cash flow prepayment of the First Lien Loans for the applicable year (commencing with the fiscal year ending December 31, 2020; provided, however, if the Closing Date occurs after January 1, 2020, the initial period shall be in respect of the period from the Closing Date through and including December 31, 2020) less the aggregate amount of prepayments of indebtedness for which dollar-for-dollar credit is given in respect of such excess cash flow payment otherwise required to be made, plus (iii) qualified capital contributions to Holdings (which have been contributed to the capital of the Borrower) after the Closing Date in cash (other than a Cure Amount and amounts not otherwise applied), plus (iv) returns on investments made using the Available Amount Basket actually received in cash by the Borrower or a Restricted Subsidiary (up to the amount of the original investment made), plus (v) any Declined Proceeds, plus (vi) the amount of any investment made by the Borrower and/or any of its Restricted Subsidiaries in reliance on the Available Amount Basket (up to the amount of the original investment) in any Unrestricted Subsidiary that has been re-designated as a Restricted Subsidiary or that has been merged or consolidated into a Borrower or any of its Restricted Subsidiaries or the fair market value of the assets of any Unrestricted Subsidiary (as reasonably determined by the Borrower) that have been transferred to the Borrower or any of its Restricted Subsidiaries or the amount of cash dividends made by an Unrestricted Subsidiary to the Borrower or any of its Restricted Subsidiaries (to the extent not included in consolidated net income) or the net cash proceeds from the disposition of any Unrestricted Subsidiary received by the Borrower or any of its Restricted Subsidiaries, plus (vii) the net cash proceeds initially received by the Borrower from debt and disqualified stock issuances that have been issued after the Closing Date and which have been exchanged or converted into qualified equity of Holdings (or any parent thereof).

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Equity Cure Right: For purposes of determining compliance with the Financial Covenant, any equity contribution (that is not “disqualified equity”) made to Holdings (and substantially concurrently contributed to the Borrower) after the last day of any fiscal quarter and on or prior to the day that is ten business days after the day on which financial statements are required to have been delivered in respect of that fiscal quarter (the “Cure Date”) will, at the request of Holdings, be included in the calculation of Adjusted EBITDA solely for the purposes of determining compliance with the Financial Covenant at the end of such fiscal quarter and any subsequent period that includes such fiscal quarter (any such equity contribution, a “Cure Amount”); provided (a) Holdings shall be permitted to request that a Cure Amount be included in the calculation of Adjusted EBITDA with respect to any fiscal quarter (i) no more than twice during any consecutive four fiscal quarter period, and (ii) no more than five times in the aggregate during the term of the First Lien Facilities, (b) each Cure Amount will be no greater than the amount required to cause Holdings to be in compliance with the Financial Covenant, (c) all Cure Amounts and the use of proceeds thereof will be disregarded for all other purposes under the First Lien Credit Documents (including determining pricing or the availability or amount of any covenant basket, carve-out or compliance on a pro forma basis with the Financial Covenant or any other ratio), and (d) there shall be no pro forma or other reduction of indebtedness (including by way of cash netting) using the proceeds of any Cure Amount in determining the Financial Covenant (or any other leverage ratio) for the applicable fiscal quarter and for any subsequent period that includes such fiscal quarter (except in the case of such subsequent fiscal quarter to the extent that such Cure Amount is actually used to permanently prepay or otherwise permanently reduce indebtedness). Notwithstanding the foregoing, and for the avoidance of doubt, upon the receipt of a Cure Amount as provided above, any default or event of default with respect to the Financial Covenant shall be deemed to have been cured and no longer continuing.   The First Lien Credit Documents will contain a standstill provision prohibiting the exercise of remedies related solely to any breach of the Financial Covenant during the period in which any Cure Amount may be contributed after delivery of written notice to the First Lien Administrative Agent of Holdings’ intention to cure the Financial Covenant with the proceeds of a Cure Amount; provided that such standstill shall apply solely in respect of the breach (or prospective breach) of the Financial Covenant giving rise thereto, and to the extent the applicable Cure Amount has not been made prior to the applicable Cure Date, such standstill shall end when such Cure Amount may no longer be timely made in respect of such fiscal quarter. No Revolving Lender, Swingline Lender or Issuing Bank, as applicable, shall be required to fund any Revolving Loans or Swingline Loans, or issue (or increase) any Letters of Credit, as applicable, during such standstill period.

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Events of Default:	The First Lien Credit Documents shall contain the following events of default, to be applicable to Holdings, the Borrower and its Restricted Subsidiaries (with exceptions, thresholds, materiality, notice and grace provisions and other qualifications to be mutually agreed upon and based upon the Facilities Documentation Principles): failure to make payments when due; cross-default and cross-acceleration to other indebtedness; breach of covenants of the First Lien Credit Documents (provided that the Borrower’s failure to perform or observe the Financial Covenant itself shall not constitute an event of default for purposes of any First Lien Term Loans unless and until the Revolving Lenders have actually declared all obligations under the Revolving Facility to be immediately due and payable in accordance with the First Lien Credit Documents and such declaration has not been rescinded); breaches of representations and warranties; bankruptcy and insolvency; judgments and attachments; ERISA (and similar pension matters); “change of control”; invalidity of Guarantees; impairment of security interests in the Collateral (other than a non-material portion thereof); and actual or asserted (by a Credit Party in writing) invalidity or enforceability of any material First Lien Credit Documents.
Conditions Precedent to Borrowings and Issuances on the Closing Date:	The availability of the First Lien Facilities on the Closing Date will be conditioned only upon the satisfaction (or waiver in writing by the Commitment Parties) of the conditions precedent set forth in Exhibit D to the Commitment Letter, subject to the Certain Funds Provision.
Conditions to Borrowings and Issuances after the Closing Date:	After the Closing Date, the making of each First Lien Loan (other than an Incremental First Lien Term Loan to the extent provided above in this Exhibit B under the Section “First Lien Incremental Facilities”) or the issuance of a Letter of Credit shall be conditioned upon (a) the accuracy in all material respects (and in all respects if qualified by materiality) of all representations and warranties in the First Lien Credit Documents, (b) there being no default or event of default in existence at the time of, or immediately after giving effect to the making of, such extension of credit and (c) delivery to the First Lien Administrative Agent of a customary borrowing notice or Letter of Credit request.

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Assignments and Participations: The First Lien Lenders may assign all or any part, in certain minimum amounts to be set forth in the First Lien Credit Document, of their respective shares of the First Lien Facilities to their affiliates or one or more banks, financial institutions or other persons that are “eligible assignees” (to be defined in the First Lien Credit Documents, but to exclude (x) Disqualified Lenders to the extent that the list thereof has been made available to the First Lien Lenders, which the First Lien Administrative Agent may deliver or furnish to a Lender as provided below, (y) natural persons and (z) except to the extent expressly provided below, Holdings, the Borrower and their respective affiliates) that are acceptable to the First Lien Administrative Agent, the Borrower, and in the case of the Revolving Facility, the Swingline Lender and each Issuing Bank, each such consent not to be unreasonably withheld; provided such consent of the First Lien Administrative Agent shall not be required if such assignment is made to another First Lien Lender or an affiliate or approved fund of a First Lien Lender; provided, further, (A) such consent of the Borrower shall not be required (i) if such assignment is made (x) in the case of any First Lien Term Facility, to another First Lien Term Lender or an affiliate or approved fund of a First Lien Term Lender or (y) in the case of the Revolving Facility, to another First Lien Lender under the Revolving Facility or an affiliate or approved fund thereof, or (ii) provided not to a Disqualified Lender, after the occurrence and during the continuance of an event of default and (B) that the Borrower shall have deemed to have consented to any assignment unless it shall have objected thereto by written notice to the First Lien Administrative Agent within ten business days after having received written notice thereof. Upon such assignment, such affiliate, bank, financial institution or entity will become a First Lien Lender for all purposes under the First Lien Credit Documents; provided assignments made to such affiliates and other First Lien Lenders are not be subject to the above minimum assignment amount requirements. Each assignor or assignee shall pay a $3,500 fee to the First Lien Administrative Agent upon each assignment. The First Lien Lenders are permitted to sell participations in the First Lien Loans and commitments without restriction other than to natural persons, Holdings, the Borrower and their respective affiliates or a Disqualified Lender to the extent that the list thereof has been made available to the First Lien Lenders (which the First Lien Administrative Agent may deliver or furnish by electronic communication, including email and by posting on Internet or intranet websites). Voting rights of participants shall be limited to matters in respect of (a) increases in commitments of such participant, (b) reductions of principal, premium, interest (other than default interest) or fees payable to such participant, (c) extensions of final maturity or scheduled amortization of the First Lien Loans or commitments in which such participant participates and (d) releases of all or substantially all of the value of the Guarantees, or all or substantially all of the Collateral.

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	Notwithstanding the foregoing, in no event shall the First Lien Administrative Agent be obligated to ascertain, monitor or inquire as to whether any person is a Disqualified Lender or have any liability with respect to or arising out of any assignment or participation of First Lien Loans by the First Lien Lenders or disclosure of confidential information by the First Lien Lenders, in each case, to any Disqualified Lender.
Buybacks:	The Borrower shall have the right, at its option, to repurchase First Lien Term Loans and Incremental Term Loans on terms and conditions (including buy back mechanics) to be mutually agreed, including (i) no default or event of default shall have occurred or and be continuing, (ii) all such First Lien Term Loans and Incremental First Lien Term Loans so acquired shall be immediately cancelled and (iii) the Revolving Facility shall not be utilized to effect any such repurchase.
Amendments and Waivers:	Amendments and waivers of the provisions of the First Lien Credit Documents shall require the approval of First Lien Lenders holding commitments and/or outstandings (as appropriate) representing more than 50% of the aggregate commitments and outstandings under the First Lien Facilities (the “Required Lenders”), except that (a) the consent of each First Lien Lender directly and adversely affected thereby shall be required with respect to (i) increases in commitment amounts, (ii) reductions of principal, interest (other than default interest), premium or fees, and (iii) extensions of scheduled payments (other than mandatory prepayments) of any First Lien Loans (including at final maturity) or times for payment of interest (other than default interest), premium or fees, (b) the consent of all of the First Lien Lenders is required with respect to (i) modifications to the pro rata sharing or payment provisions, the waterfall provisions and the voting percentages, (ii) releases of all or substantially all of the Collateral or the value of the Guarantees provided by the Guarantors taken as a whole (other than in connection with permitted asset sales) and (iii) the assignment or transfer by the Borrower of any of its rights and obligations under any First Lien Credit Document, (c) certain customary class voting rights for First Lien Lenders under the Revolving Facility to be mutually agreed upon and (d) amendments and waivers of the Financial Covenant and its component definitions (as used therein) shall require only the approval of the First Lien Lenders holding more than 50% of the aggregate commitments under the Revolving Facility. The First Lien Credit Documents shall contain customary “amend and extend” provisions to be mutually agreed to permit the extension of the expiration date of the Revolving Facility and/or the final maturity date of the First Lien Term Facility (and any Incremental First Lien Term Facility), in each case, subject to affected First Lien Lender consent (but without the consent of any other First Lien Lender or the Required Lenders).

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	The First Lien Credit Documents will permit the First Lien Administrative Agent, with the consent of the Borrower only, to amend the First Lien Credit Documents to incorporate the provisions of any Incremental First Lien Facility or otherwise address any “MFN” requirement in the First Lien Credit Documents without any First Lien Lender’s consent. In addition, the First Lien Administrative Agent may, with the consent of the Borrower only, amend, modify or supplement the First Lien Credit Documents to cure any ambiguity, omission, defect or inconsistency, in each case, of a technical or immaterial nature, without further action or consent of any other party if the same is not objected to in writing by the Required Lenders to the First Lien Administrative Agent within five business days following receipt of notice thereof.
Cost, Yield Protection, Breakage Costs and EU Bail-in:	The First Lien Credit Documents will contain customary protection provisions (a) protecting the First Lien Lenders against increased costs or loss of yield resulting from changes in reserve, capital adequacy, liquidity and other requirements of law and from the imposition of or changes in certain withholding or other taxes (including with respect to the Dodd-Frank Wall Street Reform and Consumer Protection Act and Basel III, regardless of the date enacted, adopted, issued or implemented), (b) indemnifying the First Lien Lenders for “breakage costs” incurred in connection with, among other things, any prepayment of a LIBOR borrowing on a day prior to the last day of an interest period with respect thereto, (c) permitting the Borrower to replace a Lender who asserts such claim without premium or penalty and (d) regarding EU Bail-in provisions.
Non-Consenting and Defaulting Lenders:	The First Lien Credit Documents will include customary provisions for (i) replacing non-consenting First Lien Lenders in connection with amendments and waivers and (ii) addressing “defaulting” First Lien Lenders, including, without limitation, the provision of cash collateral, the suspension of voting rights and rights to receive certain fees, and the termination or assignment of commitments or First Lien Loans of defaulting First Lien Lenders.
Indemnity and Expenses:	The First Lien Credit Documents will provide that the First Lien Administrative Agent, the First Lien Collateral Agent, the First Lien Lead Arrangers, each Issuing Bank and the First Lien Lenders (and their respective affiliates and their respective officers, directors, employees, agents, advisors and other representatives) (each, an “indemnified person”) will be indemnified for and held harmless against, any losses, claims, damages, liabilities or expenses (but limited, in the case of legal fees and expenses, to the reasonable, documented or invoiced out-of-pocket fees, disbursements and other charges of one counsel to all indemnified persons taken as a whole and, solely in the case of an actual or potential conflict of interest where the indemnified person(s) affected by such conflict informs the Borrower of such conflict and thereafter, retains their own counsel, one additional conflicts counsel to each group of similarly affected indemnified persons taken as a whole, and (in either case), one local counsel, one foreign counsel, and one regulatory counsel in each relevant jurisdiction (which may be a single counsel for multiple jurisdictions) to all (and/or each group of similarly affected) indemnified persons (as applicable), joint or several, to which any such indemnified person becomes subject to the extent arising out of, resulting from, or in connection with, any action, claim or investigations in respect of the Transactions, the First Lien Facilities or the use or the proposed use of proceeds thereof or any of the transactions contemplated thereby, except to the extent they arise from (a) the gross negligence, bad faith or willful misconduct of, or material breach of the First Lien Credit Documents by, such indemnified person, in each case, as determined by a court of competent jurisdiction in a final non-appealable decision or (b) any dispute solely among the indemnified persons (other than any claims against an indemnified person in its capacity as the First Lien Administrative Agent or a First Lien Lead Arranger) and not arising out of any act or omission of Holdings, the Borrower or any of their subsidiaries or affiliates.

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	In addition, whether or not the Closing Date occurs, the Borrower shall pay, to the extent invoiced in reasonable detail at least two business days prior to the Closing Date, on the Closing Date, and thereafter (or if the Closing Date does not occur), promptly on demand (a) all reasonable, documented and invoiced out-of-pocket expenses of the First Lien Lead Arrangers, the First Lien Administrative Agent, the First Lien Collateral Agent and each Issuing Bank (but limited, in the case of legal fees and expenses, to the reasonable, documented and invoiced out-of-pocket fees, disbursements and other charges of one counsel to all such person taken as a whole and, one local counsel, one foreign counsel and one regulatory counsel in each relevant jurisdiction (which may be a single counsel for multiple jurisdictions) to all such persons in connection with the Transactions, the syndication of the First Lien Facilities, the preparation, negotiation and administration of the First Lien Credit Documents and amendments, modifications and waivers thereto (or proposed amendments, modifications or waivers thereto), and (b) all reasonable, documented and invoiced out of pocket expenses of the First Lien Lead Arrangers, the First Lien Administrative Agent, the First Lien Collateral Agent, each Issuing Bank and the First Lien Lenders (but limited, in the case of legal fees and expenses, to the reasonable, documented and invoiced out-of-pocket fees, disbursements and other charges of one counsel to all such persons taken as a whole and, solely in the case of an actual or potential conflict of interest where such person(s) affected by such conflict informs you of such conflict and thereafter, retains their own counsel, one additional counsel to each group of similarly affected persons taken as a whole, and (in either case), one local counsel, one foreign counsel and one regulatory counsel in each relevant jurisdiction (which may be a single counsel for multiple jurisdictions) to all such persons or each group of similarly affected persons (as applicable) in connection with the enforcement of the First Lien Credit Documents or protection or preservation of rights thereunder.
Governing Law, Jurisdiction and Waiver of Jury Trial:	New York law shall govern the First Lien Credit Documents, except with respect to certain security documents where applicable local law is necessary for enforceability or perfection. The First Lien Credit Documents will provide that the Borrower and the Guarantors will submit to the exclusive jurisdiction and venue of the federal and state courts of the State of New York in the Borough of Manhattan and appellate courts therefrom and shall waive any right to trial by jury.
Counsel to the First Lien Lead Arrangers and First Lien Administrative Agent:	White & Case LLP.

B-29

Exhibit C

PROJECT atlas

$70.0 Million Second Lien Contingency Term Facility

Summary of Principal Terms and Conditions

Set forth below is a summary of the principal terms and conditions for the Second Lien Contingency Term Facility (as defined below). Capitalized terms used but not defined in this Exhibit C shall have the meanings set forth in the commitment letter (including the exhibits thereto) to which this Exhibit C is attached (the “Commitment Letter”).

Borrower:	The Borrower under the First Lien Facilities.
Guarantors:	The Guarantors under the First Lien Facilities.
Second Lien Lead Arrangers:	Each of Macquarie Capital (USA) Inc. (“Macquarie Capital”) and Natixis, New York Branch (“Natixis”) will act as a joint lead arranger and bookrunner under the Second Lien Contingency Term Facility; and additional joint lead arrangers and bookrunners in respect of the Second Lien Contingency Term Facility may be appointed as, and to the extent, set forth in the Commitment Letter (collectively, the “Second Lien Lead Arrangers”).
Second Lien Administrative Agent and Second Lien Collateral Agent:	Macquarie Capital Funding LLC (“Macquarie Lender”) (or its designee) will act as administrative agent (the “Second Lien Administrative Agent” and, together with the First Lien Administrative Agent, the “Administrative Agents”) and collateral agent (the “Second Lien Collateral Agent” and, together with the First Lien Collateral Agents, the “Collateral Agents”) under the Second Lien Contingency Term Facility.
Second Lien Lenders:	Such banks, financial institutions and other lenders (including Macquarie Lender and Natixis, collectively, the “Second Lien Lenders”) selected by the Lead Arrangers in consultation with (and reasonably acceptable to) the Borrower (but excluding any Disqualified Lenders).
Second Lien Contingency Term Facility:	A senior secured second lien term loan facility in a principal amount equal to up to $70.0 million (plus at the Borrower’s option, any additional amounts under the Second Lien Contingency Term Facility to fund original issue discount and/or upfront fees on the Second Lien Contingency Term Facility in connection with the exercise of the “Flex Provisions” under the Fee Letter) (the “Second Lien Contingency Term Facility”, and the loans thereunder, the “Second Lien Term Loans”); provided, that the aggregate principal amount of the Second Lien Contingency Term Facility shall be reduced pursuant to the SPAC Equity Adjustment Mechanism. The Second Lien Term Loans will be made available to the Borrower in U.S. Dollars.

C-1

Incremental Second Lien Term Facilities: The Borrower will have the right from time to time, on one or more occasions, to add one or more incremental term loan facilities to the Second Lien Contingency Term Facility or increase commitments under the Second Lien Contingency Term Facility or any then outstanding incremental term loan facility (each, an “Incremental Second Lien Term Facility”; the loans thereunder, the “Incremental Second Lien Term Loans”) in minimum amounts to be set forth in the Second Lien Credit Documents and in an aggregate principal amount not to exceed the sum of (A) the greater of (1) $62.0 million and (2) 100% of Adjusted EBITDA for the last four fiscal quarters of Holdings for which financial statements have been delivered to (or were required to have been delivered to) the Second Lien Administrative Agent (less amounts utilized under the “free and clear basket” under clause (A) in the section entitled “First Lien Incremental Facilities” in Exhibit B to the Commitment Letter) (the “Shared Fixed Incremental Amount”) plus (B) an unlimited (the “Incremental Second Lien Incurrence-Based Amount”) amount such that, giving pro forma effect to the incurrence of such amount pursuant to this clause (B) only (including the use of proceeds thereof) but, for the avoidance of doubt, without giving pro forma effect to any amounts incurred simultaneously under clause (A) above or clause (C) below (or amounts incurred simultaneously under the same provisions of the “Incremental First Lien Facilities” section in Exhibit B), (x) the Consolidated Secured Net Leverage Ratio shall be no greater than the Closing Date Secured Net Leverage Ratio after giving effect to the Transactions or (y) if incurred in connection with a permitted acquisition or other similar permitted investment, the Consolidated First Lien Net Leverage Ratio immediately prior to giving effect to such incurrence of indebtedness and any transactions occurring in connection therewith, plus (C) any voluntary prepayments of the Second Lien Contingency Term Facility prior to such time other than any such voluntary prepayments (x) in respect of Incremental Second Lien Term Facility incurred in reliance on clause (B) below or (y) to the extent financed with the proceeds of long term debt; provided that, in the case of an Incremental Second Lien Term Loan incurred to finance a Limited Condition Acquisition, compliance with the foregoing leverage ratio may be determined, at the option of the Borrower, as of the time of entry into the applicable definitive acquisition agreement (as opposed to at the time of incurrence of such indebtedness) and shall be calculated on a pro forma basis as of the most recent fiscal quarter end for which financial statements have been delivered (or were required to have been delivered) to the Second Lien Administrative Agent on or prior to the signing of the applicable definitive acquisition agreement) (and with proceeds from any such Incremental Second Lien Term Facility not being netted from indebtedness for such calculation); provided further:

(i) the Incremental Second Lien Term Facilities will rank pari passu in right of payment and pari passu with respect to security with the other Second Lien Contingency Term Facility;

C-2

(ii) except with respect to an aggregate amount of Incremental Second Lien Term Loans not greater than the Shared Fixed Incremental Amount (the “Maturity Exception Amount”), no Incremental Second Lien Term Facility will have a final maturity earlier than the maturity date of the then-existing Second Lien Contingency Term Facility, and the weighted average life to maturity of each Incremental Second Lien Term Facility shall be no shorter than the then remaining weighted average life to maturity of the then-existing Second Lien Contingency Term Facility;

(iii) such Incremental Second Lien Term Facility shall not be (x) secured by any lien on any asset of the Borrower, any Guarantor or any of their respective subsidiaries that does not also secure the then outstanding Second Lien Term Facilities or (y) guaranteed by any person other than Guarantors under the Second Lien Contingency Term Facility;

(iv) except with respect to (A) an aggregate amount of Incremental Second Lien Term Loans not greater than the Shared Fixed Incremental Amount, (B) any amount of the Incremental Second Lien Term Facility used to finance a permitted acquisition or other similar permitted investment and (C) any amount of any Incremental Second Lien Term Facility that matures more than one year after the Second Lien Contingency Term Facility (collectively, the “MFN Exception Amount”), if the Weighted Average Yield (as defined below) relating to any Incremental Second Lien Term Facility incurred on or prior to the date that is twelve months after the Closing Date exceeds the Weighted Average Yield relating to the Second Lien Term Loans by more than 0.75%, the Weighted Average Yield relating to the Second Lien Term Loans shall be adjusted to be equal to the Weighted Average Yield relating to such series of Incremental Second Lien Term Facility minus 0.75%;

(v) (a) if the proceeds of such Incremental Second Lien Term Facility shall be applied to consummate a Limited Condition Acquisition, (1) the representations and warranties set forth in the Second Lien Credit Documents shall be true and correct in all material respects (or, if qualified by materiality, in all respects), provided that the accuracy of such representations and warranties may be subject to customary “SunGard” or “certain funds” conditionality to the extent agreed by the Second Lien Lenders providing such loans, (2) no default or event of default shall exist at the time of the incurrence of such loans and immediately after giving effect thereto; provided that the Lenders providing such loans may instead require only that no default or event of default shall exit at the time that the definitive acquisition agreement for such Limited Condition Acquisition is entered into or the related irrevocable notice of redemption is delivered and (3) on the date of incurrence thereof, both immediately before and immediately after giving effect thereto, no payment or bankruptcy event of default shall have occurred and be continuing or would result therefrom, and (b) in any other case, (x) no default or event of default shall exist on the date of incurrence thereof immediately before or immediately after giving effect thereto and (y) the representations and warranties set forth in the Second Lien Credit Documents shall be true and correct in all material respects (or, if qualified by materiality, in all respects);

C-3

(vi) Incremental Second Lien Term Loans shall share ratably in all voluntary and mandatory prepayments of Second Lien Term Loans unless the lenders of such Incremental Second Lien Term Loans elect to receive a lesser share of any such prepayment; and

(vii) except as otherwise required in preceding clauses (i) through (vi), all other terms of such Incremental Second Lien Term Facility, if not consistent with the terms of the existing Second Lien Contingency Term Facility, will be as agreed between the Borrower and the lenders providing such Incremental Second Lien Facility and shall be reasonably acceptable to the Second Lien Administrative Agent; provided, the terms of any Incremental Second Lien Term Facility (other than with respect to pricing, margin, maturity and/or fees or as otherwise contemplated by any of clauses (i) through (vi) above) shall not be materially more favorable (taken as a whole) to the lenders providing such Incremental Second Lien Term Facility than such terms in the then-existing Second Lien Contingency Term Facility, as reasonably determined by the Borrower in good faith (except to the extent (x) such terms are reasonably acceptable to the Second Lien Administrative Agent or added in the Second Lien Facilities for the benefit of the Second Lien Lenders pursuant to an amendment thereto (with no consent of the Second Lien Lenders being required) or (y) for terms applicable only to periods after the latest final maturity date of the Second Lien Facilities existing at the time of the incurrence of such Incremental Second Lien Term Facility).

No existing Second Lien Lender will be required to participate in any such Incremental Second Lien Term Facility without its consent.

C-4

As used herein, “Weighted Average Yield” means, with respect to any Second Lien Term Loan or Incremental Second Lien Term Loan on any date of determination, the weighted average yield to maturity (as determined in good faith by the Second Lien Administrative Agent), in each case, based on the interest rate applicable to such Second Lien Term Loan or Incremental Second Lien Term Loan on such date (including any floor and margin) and giving effect to all upfront or similar fees (including original issue discount where the amount of such discount is equated to interest based on an assumed four-year life to maturity or, if the actual maturity date falls earlier than four years, the lesser number of years) payable with respect to such Second Lien Term Loan or Incremental Second Lien Term Loan (but excluding such upfront or similar fees to the extent they constitute commitment, arrangement or similar fees that are not distributed to Second Lien Lenders generally).

For purposes of the foregoing, the Borrower may elect to use the Incremental Second Lien Incurrence-Based Amount prior to the Shared Fixed Incremental Amount and regardless of whether there is capacity under the Shared Fixed Incremental Amount, and if the Shared Incremental Amount and the Incremental Second Lien Incurrence-Based Amount are each available and the Borrower does not make an election, the Borrower will be deemed to have elected to use the Incremental Second Lien Incurrence-Based Amount first. The Borrower may reclassify, from time to time, any portion of an Incremental Second Lien Term Facility incurred under the Shared Fixed Incremental Amount as being incurred under the Incremental Second Lien Incurrence-Based Amount if, on such day of classification, the Borrower would satisfy the relevant incurrence criteria noted above (the “Second Lien Reclassification Right”).

Limited Condition Acquisition: Substantially similar to the Limited Condition Acquisition-related provisions contained in the First Lien Credit Documents with appropriate modifications to reflect the structure of the Second Lien Contingency Term Facility.

C-5

Second Lien Refinancing Facilities: The Second Lien Credit Documents will permit the Borrower to refinance loans under the Second Lien Contingency Term Facility (or any Incremental Second Lien Term Facility) from time to time, in whole or part, with one or more new term facilities (each, a “Second Lien Refinancing Term Facility”) incurred by the Borrower under the Second Lien Credit Documents with the consent of the Borrower and the institutions providing such Second Lien Refinancing Term Facility or with one or more additional series of senior unsecured notes or loans incurred by the Borrower or senior secured notes or loans incurred by the Borrower that will be secured by the Collateral on a pari passu basis or by senior secured notes or loans incurred by the Borrower that will be secured on a junior basis with the Second Lien Contingency Term Facility, senior subordinated notes or loans, or subordinated notes or loans (any such notes or loans, “Second Lien Refinancing Notes”), subject solely to the following terms and conditions: (i) any Second Lien Refinancing Facility or Second Lien Refinancing Notes shall not be in a principal amount that exceeds the amount of loans and commitments so refinanced, plus accrued and unpaid interest thereon, and fees, expenses, commissions, underwriting discounts and premiums payable in connection therewith, (ii) in the case of secured Second Lien Refinancing Term Facilities or Second Lien Refinancing Notes, customary and reasonably satisfactory intercreditor agreements are entered into or the joinder of the representatives of such Second Lien Refinancing Facilities or Second Lien Refinancing Notes to the Intercreditor Agreement pursuant to the terms thereof, (iii) subject to clause (x) below, any Second Lien Refinancing Term Facility or Second Lien Refinancing Notes do not mature prior to the maturity date of, or have a shorter weighted average life than, loans under the Second Lien Contingency Term Facility or the Incremental Second Lien Term Facility, as applicable, being refinanced, (iv) no subsidiary of Holdings is a guarantor with respect to any Second Lien Refinancing Term Facility or Second Lien Refinancing Notes unless such subsidiary is a Guarantor which shall have previously or substantially concurrently guaranteed the Second Lien Contingency Term Facility that remains outstanding after such refinancing, (v) any Second Lien Refinancing Term Facilities or Second Lien Refinancing Notes are not secured by any assets not previously securing the Second Lien Contingency Term Facility unless such assets substantially concurrently secure the Second Lien Contingency Term Facility that remains outstanding after such refinancing, (vi) the terms and conditions of such Second Lien Refinancing Term Facility or Second Lien Refinancing Notes (excluding pricing and optional prepayment or redemption terms or covenants or other provisions applicable only to periods after the latest maturity date of the loans and commitments) reflect terms and conditions at the time of incurrence or issuance not materially more favorable to the lenders or holders providing such Second Lien Refinancing Term Facility or Second Lien Notes, as reasonably determined in good faith by the Borrower, than those applicable to the facility being so refinanced (except for covenants and other provisions applicable only to periods after the latest final maturity date of any facility under the Second Lien Credit Documents remaining outstanding after giving effect to the incurrence or issuance of such Second Lien Refinancing Facility or Second Lien Refinancing Term Notes) except to the extent (x) such terms are reasonably acceptable to the Second Lien Administrative Agent or added in the Second Lien Facilities for the benefit of the Second Lien Lenders pursuant to an amendment thereto (with no consent of the Second Lien Lenders being required) or (y) for terms applicable only to periods after the latest final maturity date of the Second Lien Facilities existing at the time of the incurrence of such Second Lien Refinancing Term Facility or Second Lien Refinancing Notes), (vii) any Second Lien Refinancing Term Facility shall share ratably (and not more than ratably) in any voluntary or mandatory prepayments of the Second Lien Contingency Term Facility unless (a) the Borrower and the lenders in respect of such Second Lien Refinancing Term Facility elect lesser prepayments or (b) such Second Lien Refinancing Term Facility is not pari passu in right of payment and security (in which case such prepayments shall be on a junior basis), (viii) delivery of customary certificates, legal opinions and other customary documents and customary information as reasonably requested by the Second Lien Administrative Agent, (ix) if the indebtedness being refinanced was (A) contractually subordinated to the Second Lien Contingency Term Facility in right of payment, such Second Lien Refinancing Facility or Second Lien Refinancing Notes shall be contractually subordinated to the Second Lien Contingency Term Facility on at least the same basis, (B) contractually subordinated to the Second Lien Contingency Term Facility or Second Lien Refinancing Notes in right of security, such Second Lien Refinancing Facility shall be contractually subordinated in right of security to the Second Lien Contingency Term Facility on at least the same basis or be unsecured, or (C) unsecured, such Second Lien Refinancing Facility or Second Lien Refinancing Notes shall be unsecured and (x) if any such Second Lien Refinancing Facility or Second Lien Refinancing Notes is not pari passu in right of payment to and security with the Second Lien Contingency Term Facility, it does not (1) mature prior to the date that is 91 days after the maturity date of the Second Lien Contingency Term Facility (or, if later, any later maturity date for any Second Lien Contingency Term Facility then in effect) or have a weighted average life less than the weighted average life of the Second Lien Contingency Term Facility (or any later maturing Second Lien Contingency Term Facility then in effect) plus 91 days and (2) have mandatory prepayment, redemption or offer to purchase events more onerous to the Borrower (as reasonably determined in good faith by the Borrower) than those set forth in the Second Lien Contingency Term Facility (and shall otherwise be subject to the terms of the Second Lien Contingency Term Facility).

C-6

Second Lien Credit Documents:

The definitive documentation for the Second Lien Contingency Term Facility, including the Intercreditor Agreement (the “Second Lien Credit Documents” and, together with the First Lien Credit Documents, the “Facilities Documentation”) shall be substantially consistent with the First Lien Credit Documents, with appropriate changes to reflect the terms set forth herein (giving effect to the “Flex Provisions” of the Fee Letter), second lien status of the Second Lien Contingency Term Facility and the absence of a revolving facility.

Purpose/Use of Proceeds:

Second Lien Contingency Term Facility: Proceeds of the Second Lien Contingency Term Facility, together with the proceeds of the First Lien Term Facility and the SPAC Equity Contribution, will be used to fund the Transactions and the Transaction Costs. Incremental Second Lien Term Facilities: Proceeds will be available for working capital and general corporate purposes, including Permitted Acquisitions, other permitted investments, capital expenditures, associated costs and expenses, permitted restricted payments or any other transaction permitted under the Second Lien Credit Documents.

Availability:	Second Lien Contingency Term Facility: The Second Lien Contingency Term Facility will be available in U.S. dollars in a single drawing on the Closing Date. Amounts borrowed under the Second Lien Contingency Term Facility that are repaid or prepaid may not be reborrowed. Incremental Second Lien Term Facilities: As agreed by the Borrower and the lenders providing the Incremental Second Lien Term Facilities.
Maturity:	Eight years after the Closing Date. The Second Lien Credit Documents will contain customary “amend and extend” provisions consistent with those set forth in the First Lien Credit Documents.
Closing Date:	The date on which the borrowing under the Second Lien Contingency Term Facility is made and the Acquisition is consummated (the “Closing Date”).
Amortization:	Payable at maturity (no required amortization).
Interest Rate:	All amounts outstanding under the Second Lien Contingency Term Facility will bear interest at the Borrower’s option, at either (a) the reserve adjusted Eurodollar Rate plus 8.25% per annum or (b) the Base Rate plus 7.25% per annum (subject to adjustment as provided in the Fee Letter). For purposes hereof: “Base Rate” means the highest of (i) the Federal Funds Rate plus ½ of 1.00%, (ii) the “U.S. Prime Lending Rate” published by The Wall Street Journal and (iii) the Eurodollar Rate for an interest period of one month plus 1.00%. “Base Rate Loans” means Second Lien Term Loans bearing interest based upon the Base Rate. “Eurodollar Rate” means the greater of (x) the reserve adjusted London Interbank Offered Rate or a comparable or successor rate which rate is reasonably approved by the Second Lien Administrative Agent, as published on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be reasonably designated by the Second Lien Administrative Agent from time to time) at approximately 11:00 a.m., London time, two business days prior to the commencement of such interest period, for deposits in U.S. Dollars (for delivery on the first day of such interest period) with a term equivalent to such interest period and (y) 1.00%. The Precedent Documentation will include the Administrative Agent’s customary London Interbank Offered Rate replacement provisions in the event that the London Interbank Offered Rate is discontinued (which, in any event, shall require providing five business days prior notice to the Lenders and provide the Required Lenders with a right to object to such replacement provisions within such five business day period).

C-7

	“Eurodollar Loans” means Second Lien Term Loans bearing interest based upon the Eurodollar Rate. Overdue principal, interest and other amounts will accrue at a rate equal to the otherwise applicable rate (or if no such rate is then applicable, then by reference to the rate then applicable to Base Rate Loans) plus an additional 2.00% per annum, in each case, payable on demand.
Interest Payments:	Quarterly for Base Rate Loans; except as set forth below, on the last day of selected interest periods (which shall be one, two, three and six months (or, if available, twelve months or a period of less than one month (in either case) with the consent of all affected Second Lien Lenders) for Eurodollar Loans (and at the end of every three months, in the case of interest periods of longer than three months); upon prepayment (to the extent accrued on the amount being prepaid), in each case, payable in arrears and computed on the basis of a 360-day year (365/366 day year with respect to Base Rate Loans the interest rate on which is determined by reference to the “U.S. Prime Lending Rate”); and on the applicable maturity date.
Voluntary Prepayments:	The Second Lien Contingency Term Facility may be prepaid in whole or in part without premium or penalty (except for the Prepayment Premium (as defined below) as applicable); provided Eurodollar Loans will be prepayable only on the last day of the related interest period unless the Borrower pays any related breakage costs. Voluntary prepayments of the Second Lien Contingency Term Facility, any Incremental Second Lien Term Facility or Second Lien Refinancing Term Facility will be applied to any future scheduled amortization payments of each such tranche of Second Lien Term Loans as directed by the Borrower (or, in the absence of such direction, in the direct order of maturity).
Mandatory Prepayments:	Subject to the termination of all commitments, and the prior repayment in full in cash of all obligations (other than with First Lien Declined Proceeds and customary contingent indemnity obligations for which no claim has been made), under the First Lien Facilities, the Borrower shall make the following mandatory prepayments (subject to basket amounts, thresholds, carveouts and exceptions consistent with those set forth in the First Lien Credit Documents and subject to the Facilities Documentation Principles):

1. Asset Sales: Prepayments in an amount equal to 100% (with step-downs to 50% and 0% based upon the achievement of Consolidated Secured Net Leverage Ratios equal to or less than 0.50x and 1.00x below the Closing Date Secured Net Leverage Ratio, respectively (the “Asset Sale Prepayment Step-Downs”), and any portion of the net cash proceeds not required to prepay the Second Lien Term Loans or to be reinvested pursuant to this clause 1 shall be referred to as the “Retained Asset Sale Proceeds”) of the net cash proceeds of the non-ordinary course sale or other disposition of assets of Holdings, the Borrower or any Restricted Subsidiaries (including insurance and condemnation proceeds proceeds), in excess of an amount to be mutually agreed for each such individual asset sale or disposition (or series of related asset sales or dispositions) and an amount to be mutually agreed in the aggregate for any fiscal year, subject to the right of the Borrower and its Restricted Subsidiaries, absent an event of default then continuing, to reinvest (or commit to reinvest) such proceeds in other assets (other than working capital assets) useful in the business of the Borrower and its Restricted Subsidiaries within 365 days of receipt thereof (or, if so committed to reinvest within such 365-day period, such 365-day period shall extend by an additional 180-day period).

C-8

2. Incurrence of Indebtedness: Prepayments in an amount equal to 100% of the net cash proceeds received from the incurrence of indebtedness by Holdings, the Borrower or any of its Restricted Subsidiaries, other than indebtedness expressly permitted under the Second Lien Credit Documents (other than in respect of Second Lien Refinancing Facilities and Second Lien Refinancing Notes).

3. Excess Cash Flow: Prepayments in an amount equal to 50% (with step-downs to 25% and 0% based upon the achievement of Consolidated Total Net Leverage Ratios that equal to or less than 0.50x and 1.00x below the Closing Date Total Net Leverage Ratio, respectively) of “excess cash flow” (to be defined on a basis to be mutually agreed and in a manner consistent with the First Lien Credit Documents) for each fiscal year (beginning with the fiscal year ending December 31, 2020; provided, however, if the Closing Date occurs after January 1, 2020, the initial payment shall be in respect of the period from the Closing Date through and including December 31, 2020); provided, the amount of any excess cash flow prepayment may, at the Borrower’s option, be reduced dollar-for-dollar by the amount of voluntary prepayments or repurchases of loans under the First Lien Term Facility, Second Lien Contingency Term Facility, any Incremental Second Lien Term Facility, any Incremental First Lien Term Facility, any pari passu Second Lien Refinancing Term Facility and the Revolving Facility (in the case of the Revolving Facility, to the extent accompanied by a permanent corresponding reduction of the relevant commitment) paid from internally generated cash during such fiscal year or at any time prior to the date on which such excess cash flow payment would otherwise be required to be made (but, in the case of any such prepayment made pursuant to the “Borrower” buy-back provisions, shall be limited to the actual amount of cash used to make such payment and only if the applicable prepayment offer was made to all applicable Second Lien Lenders).

C-9

All mandatory prepayments above will be applied, subject to payment, if applicable, of the Prepayment Premium below, to prepay the Second Lien Term Loans, any Incremental Second Lien Term Loans, any term loans under any pari passu Second Lien Refinancing Term Facility and, to the extent provided below, any other secured term indebtedness incurred on a pari passu basis with the Second Lien Term Loans (to the extent a mandatory prepayment or offer to prepay such term indebtedness is required thereunder) on a pro rata basis (unless the lenders under any such Incremental Second Lien Term Facility, Second Lien Refinancing Term Facility or such other pari passu indebtedness have elected a lesser prepayment).

Any Second Lien Lender may elect not to accept any mandatory prepayment made pursuant to paragraph (1) or (3) above (such declined payment, the “Second Lien Declined Proceeds”). Any such Second Lien Declined Proceeds may be retained by the Borrower (such declined payment, the “Declined Proceeds”), and will increase the Available Amount Basket.

Prepayment Premium:	All optional prepayments and all mandatory prepayments in respect of incurrences of indebtedness and sales (directly or indirectly) of all or substantially all of the assets (or capital stock) of the Borrower and its Restricted Subsidiaries, and any Repricing Event (as defined in Exhibit B to the Commitment Letter but modified for Second Lien Term Loans and to eliminate any of the carve-outs and exceptions to a Repricing Event set forth in Exhibit B to the Commitment Letter) with respect to, the Second Lien Contingency Term Facility (including in connection with the replacement or repayment of any Second Lien Lender who does not consent to any Repricing Event) will be subject to a prepayment premium (the “Prepayment Premium”) equal to (i) if such prepayment is made, or Repricing Event occurs, on or prior to the first anniversary of the Closing Date, 2.00% of the Second Lien Term Loans prepaid or subject to such Repricing Event and (ii) if such prepayment is made or, Repricing Event occurs, after the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, 1.00% of the Second Lien Term Loans prepaid or subject to such Repricing Event. No Prepayment Premium shall apply after the second anniversary of the Closing Date.
Security:	Same as the collateral provisions contained in the First Lien Credit Documents, with appropriate modifications to reflect the second lien status of the Second Lien Contingency Term Facility.
Intercreditor Arrangements:	The priority of the security interest and related creditor rights among the First Lien Facilities and the Second Lien Contingency Term Facility will be set forth in the Intercreditor Agreement.
Representations and Warranties:	Consistent with the First Lien Credit Documents subject to appropriate modifications to reflect the second lien status of the Second Lien Term Loans.

C-10

Covenants:	A. Financial Covenant: None. B. Affirmative Covenants: Consistent with the First Lien Credit Documents subject to appropriate modifications to reflect the second lien status of the Second Lien Term Loans. C. Negative Covenants: The negative covenants shall be consistent with the negative covenants contained in the First Lien Credit Documents, except that (a) appropriate modifications will be made to reflect the second lien status of the Second Lien Term Loans, (b) there will be a customary anti-layering covenant and (c) dollar and corresponding grower “baskets” (but not ratios) for the negative covenants under the Second Lien Credit Documents will be sized with cushions that are 25% greater than the corresponding dollar “baskets” under the First Lien Credit Documents.
Events of Default:	Substantially similar to the events of default provisions contained in the First Lien Credit Documents, with appropriate modifications to reflect the second lien status of the Second Lien Contingency Term Facility; provided that (a) the materiality dollar thresholds shall have a 25% cushion to the corresponding dollar thresholds under the First Lien Facilities and (b) the Second Lien Credit Documents shall not include a cross default to the First Lien Facilities or any other material indebtedness defaulted solely as a result of a default under the First Lien Facilities but shall include a cross acceleration and cross payment default to the First Lien Facilities and any other such indebtedness.
Conditions Precedent to Borrowings and Issuances on the Closing Date:	The availability of the Second Lien Facilities on the Closing Date with respect to the Acquisition will be conditioned only upon the satisfaction (or waiver in writing by the Commitment Parties) of the conditions precedent set forth in Exhibit D to the Commitment Letter, subject to the Certain Funds Provision.
Assignments and Participations:	Substantially similar to the First Lien Credit Documents.
Amendments and Waivers:	Substantially similar to the First Lien Credit Documents.
Cost, Yield Protection, Breakage Costs and EU Bail-in:	Consistent with the First Lien Credit Documents.
Non-Consenting and Defaulting Lenders:	Substantially similar to the First Lien Credit Documents.
Indemnity and Expenses:	Consistent with the First Lien Credit Documents.
Governing Law, Jurisdiction and Waiver of Jury Trial:	Consistent with the First Lien Credit Documents.
Counsel to the Second Lien Lead Arrangers and Second Lien Administrative Agent:	White & Case LLP.

C-11

Exhibit D

Project Atlas

Conditions Precedent

The availability of the Facilities on the Closing Date shall be subject solely to the satisfaction (or waiver by the Commitment Parties in writing) of only the following conditions (subject to the Certain Funds Provision (as defined below)) on or prior to the Expiration Date. Capitalized terms used but not defined herein have the meanings set forth in the Commitment Letter to which this Exhibit D is attached and in Exhibits A, B and C thereto.

1. Subject to the Certain Funds Provision, each Credit Party to be party thereto shall have executed and delivered the First Lien Credit Documents and, if applicable, the Second Lien Credit Documents, including the Intercreditor Agreement (collectively, the “Credit Documents”) on terms consistent with the Commitment Letter and the Commitment Parties shall have received:

a. customary closing certificates (with evidence of incumbency, authority and charter documents) and good standing certificates, lien search results, a customary borrowing notice, customary evidence of insurance and customary legal opinions; and

b. a solvency certificate substantially in the form of Annex I attached hereto, from the chief financial officer of the Borrower (or other authorized financial officer thereof reasonably acceptable to the Commitment Parties), dated the Closing Date, certifying that upon giving effect to the Transactions, the Borrower and its subsidiaries, on a consolidated basis, are solvent.

2. Substantially concurrently with the initial fundings contemplated by the Commitment Letter, (a) Holdings shall have received (x) the SPAC Equity Contribution in the aggregate amount of at least $100.0 million and (y) the Minimum Equity Amount (of which at least $100 million will consist of the SPAC Equity Contribution referred to in the foregoing clause (x)), (b) the BCP Equity Rollover and the Target Equity Rollover shall have occurred and (c) the Refinancing shall have occurred (with all applicable related liens and guarantees to be released and terminated or customary provisions therefor made).

3. Substantially concurrently with the initial fundings contemplated by the Commitment Letter, the Acquisition shall have been or shall be consummated in accordance with the terms and conditions of the Acquisition Agreement, as from time to time waived, amended, supplemented or otherwise modified, other than any such waiver, amendment, supplement, consent or other modification thereto that, individually or in the aggregate, is materially adverse to the interests of the Lenders or the Lead Arrangers unless the Lead Arrangers shall have consented thereto; provided that (i) any decrease in the purchase price shall not be deemed to be materially adverse to the interests of the Lenders or the Lead Arrangers if such decrease is allocated, first, to reduce the SPAC Equity Contribution to an amount not less than the greater of (x) the Minimum Equity Amount and (y) $100.0 million and, thereafter, as a reduction to the First Lien Term Facility and the Second Lien Contingency Term Facility, on a dollar-for-dollar basis, and with the allocation of such reduction as between the First Lien Term Facility and/or the Second Lien Contingency Term Facility to be at the Commitment Parties’ sole discretion and (ii) any increase in the purchase price shall not be deemed to be materially adverse to the Lenders or the Lead Arrangers if such increase is funded solely by an increase in the SPAC Equity Contribution; provided further, (A) any change in the definition of “Material Adverse Effect” in the Acquisition Agreement shall be deemed to be materially adverse to the interests of the Lenders and the Lead Arrangers and (B) any purchase price adjustment (including any working capital adjustment) expressly contemplated by the Acquisition Agreement (as originally in effect) shall not be considered an amendment, waiver, supplement, consent or other modification of the Acquisition Agreement.

D-1

4. Since December 31, 2018, there has been no Material Adverse Effect (as defined in the Acquisition Agreement as in effect on the date hereof).

5. The Commitment Parties shall have received (a) audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows (i) of the SPAC for its fiscal year ended December 31, 2018 and for its fiscal year ending December 31, 2019 to the extent that the Closing Date occurs on or after March 31, 2020 and (ii) of the Target for the three prior fiscal years ended at least 90 days before the Closing Date and (b) unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the SPAC and the Target for any subsequent fiscal quarter ended at least 45 days prior to the Closing Date.

6. The Commitment Parties shall have received a pro forma consolidated balance sheet and related pro forma consolidated income statements of Holdings and its subsidiaries as of the twelve-month period ending on the last day of the most recently completed four-fiscal quarter period for which financial statements of the Target have been delivered pursuant to paragraph 5 above, prepared giving effect to the Transactions as if the Transactions had occurred as of such date (in the case of the pro forma balance sheet) or as of the beginning of such period (in the case of the pro forma income statement), which need not be prepared in compliance with Regulation S-X of the Securities Act of 1933, as amended, or include adjustments for purchase accounting (including adjustments of the type contemplated by Financial Accounting Standards Board Accounting Standards Codification 805, Business Combinations (formerly SFAS 141R)) (such pro forma financial statements, together with the financial statements referred to in paragraph 5 above, the “Required Financial Information”).

7. Each Administrative Agent shall have received, (x) at least three business days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act, in each case, to the extent requested of the Borrower by the Commitment Parties at least ten days prior to the Closing Date and (y) at least three business days prior to the Closing Date, with respect to the Borrower to the extent that it qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”), a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation and requested of the Borrower by the Commitment Parties at least ten days prior to the Closing Date.

8. Payment of all expenses then due by the Credit Parties to the Commitment Parties and the Lenders in connection with the financing contemplated hereby (which amounts may be offset against the proceeds of the Facilities), to the extent invoiced at least two business days prior to the Closing Date, and all fees required to be paid on the Closing Date pursuant to the Fee Letter shall have been paid, or shall be paid substantially concurrently with the initial borrowing under the Facilities (which amounts may be offset against the proceeds of the Facilities).

9. Subject to the Certain Funds Provision, each Administrative Agent shall have received the following: (a) a guarantee and security agreement relating to the Facilities, prepared in accordance with the Facilities Documentation Principles, and executed by the Credit Parties, pursuant to which a guaranty is given, and a lien is granted on the Collateral, in favor of each applicable Administrative Agent for the benefit of the First Lien Lenders and Second Lien Lenders, as the case may be, under the Facilities and each such Administrative Agent is authorized to file customary UCC-1 financing statements with respect thereto, (b) certificates representing the certificated capital stock (to the extent certificated for purposes of the UCC and to the extent required to be pledged in accordance with Exhibit B of the Commitment Letter) of the Borrower and its subsidiaries and (c) all other documents and estimates required to create and perfect the respective Collateral Agent’s security interest in the Collateral.

D-2

10. The Acquisition Agreement Representations (as defined below) shall be true and correct to the extent required by the Certain Funds Provision and the Specified Representations (as defined below) shall be true and correct in all material respects on and as of the Closing Date, except in the case of any Specified Representation which expressly relates to a given date or period, in which case, such representation and warranty shall be true and correct in all material respects as of the respective date or for the respective period, as the case may be); provided that to the extent that any of such representations and warranties are qualified by or subject to a materiality, “material adverse effect”, “material adverse change” or similar term or qualification, such representations and warranties shall be true in all respects.

11. The Lead Arrangers shall have been afforded a period (the “Marketing Period”) of not less than 15 consecutive business days (ending no later than the business day immediately prior to the Closing Date) commencing upon their receipt from (or on behalf of) the Borrower or the SPAC of (a) notice of the amount of the Buyer Stock Redemption, (b) information of a type customarily required to be delivered by a borrower in connection with, and necessary for the preparation of, a Confidential Information Memorandum and (c) the Required Financial Information to syndicate the Facilities; provided that (x) November 27, 2019 and November 29, 2019 shall not be considered Business Days for purposes of such period, (y) if the Marketing Period shall not have been completed by August 16, 2019, then it shall not commence until September 4, 2019 and (z) if the Marketing Period shall not have been completed by December 20, 2019, then it shall not commence until January 6, 2020.

Notwithstanding anything in the Commitment Letter, the Fee Letter, the Credit Documents or any other letter agreement or other undertaking concerning the financing of the Transactions contemplated hereby to the contrary, (a) the only representations and warranties, the accuracy of which shall be a condition to availability of the Facilities on the Closing Date, shall be (i) such of the representations and warranties made by the Seller and/or the Target with respect to the Target and its subsidiaries and their respective businesses (including the ownership of the equity interests of the Target by the Seller) in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that the SPAC, Acquisition Co. or their affiliates have the right to terminate its or their obligations under the Acquisition Agreement or to decline to consummate the Acquisition as a result of a breach of such representations or warranty in the Acquisition Agreement (the “Acquisition Agreement Representations”) and (ii) the Specified Representations, and (b) the terms of the Credit Documents shall be in a form such that they do not impair availability of the Facilities on the Closing Date if the conditions set forth in this Exhibit D are satisfied (it being understood that, to the extent any collateral (including the creation or perfection of any security interest) referred to in the Term Sheets is not or cannot be provided or perfected on the Closing Date (other than the grant and perfection of security interests (i) in assets with respect to which a lien may be perfected solely by the filing of a financing statement under the Uniform Commercial Code or (ii) in certificated capital stock of the Borrower and subsidiary Guarantors with respect to which a lien may be perfected by the delivery of a stock certificate (to the extent required by the Term Sheets), then the provision of any such collateral shall not constitute a condition precedent to the availability of the Facilities on the Closing Date, but may instead be provided within 90 days after the Closing Date (or such longer period as the Administrative Agents may agree in their sole discretion) pursuant to customary arrangements. For purposes hereof, “Specified Representations” means the representations and warranties referred to in the Term Sheets and set forth in the Credit Documents relating to legal existence, qualification, good standing and power and authority of the Credit Parties (as it relates to due authorization, execution, delivery and performance of the Credit Documents) and due authorization, execution and delivery of the Credit Documents by the Credit Parties party thereto and the enforceability of the Credit Documents against the Credit Parties party thereto, no conflicts of the Credit Documents with organizational documents of the Credit Parties party thereto as they relate to the entering into and performance of the Credit Documents, the provision of Guarantees and granting of security interest in the collateral, creation, validity, perfection and priority of liens under the security documents (subject to the limitations set forth in the immediately preceding sentence), Investment Company Act, solvency as of the Closing Date (after giving effect to the Transactions) of the Borrower and its subsidiaries on a consolidated basis (solvency to be determined in a manner consistent with the manner in which solvency is determined in the solvency certificate attached hereto as Annex I), Federal Reserve margin regulations, Beneficial Ownership Certification, Patriot Act, OFAC, FCPA and other anti-corruption, anti-bribery, anti-terrorism and sanctions laws. This paragraph, and the provisions herein, shall be referred to as the “Certain Funds Provision”.

D-3

Annex I

Form of Solvency Certificate

[     ], 201[_]

This Solvency Certificate (this “Certificate”) is delivered pursuant to Section [    ] of the [First Lien][Second Lien] Credit Agreement, dated as of [     ] (as amended, restated, amended and restated, supplemented and/or otherwise modified, the “Credit Agreement”), by and among [     ] (the “Borrower”), [     ] (“Holdings”), the lending institutions from time to time parties thereto and [     ], as the Administrative Agent. Unless otherwise defined herein, capitalized terms used in this Certificate shall have the meanings set forth in the Credit Agreement.

I, [     ], the [Chief Financial Officer / other senior financial officer] of the Borrower, in that capacity only and not in my individual capacity, DO HEREBY CERTIFY on behalf of the Borrower that as of the date hereof, and based upon facts and circumstances as they exist as of the date hereof, that:

1. For purposes of this certificate, the terms below shall have the following definitions:

(a) “Fair Value”

The amount at which the assets (both tangible and intangible), in their entirety, of the Borrower and its subsidiaries taken as a whole would change hands between a willing buyer and a willing seller, within a commercially reasonable period of time, each having reasonable knowledge of the relevant facts, with neither being under any compulsion to act.

(b) “Present Fair Salable Value”

The amount that could be obtained by an independent willing seller from an independent willing buyer if the assets of the Borrower and its subsidiaries taken as a whole are sold with reasonable promptness in an arm’s-length transaction under present conditions for the sale of comparable business enterprises insofar as such conditions can be reasonably evaluated.

(c) “Liabilities”

The recorded liabilities (including contingent liabilities that would be recorded in accordance with GAAP) of the Borrower and its subsidiaries taken as a whole, as of the date hereof after giving effect to the consummation of the Transactions, determined in accordance with GAAP consistently applied.

(d) “Will be able to pay their Liabilities as they mature”

For the period from the date hereof through the Maturity Date, the Borrower and its subsidiaries on a consolidated basis taken as a whole will have sufficient assets and cash flow to pay their Liabilities as those liabilities mature or (in the case of contingent Liabilities) otherwise become payable, in light of business conducted or anticipated to be conducted by the Borrower and its subsidiaries as reflected in the projected financial statements and in light of the anticipated credit capacity.

(e) “Do not have Unreasonably Small Capital”

The Borrower and its subsidiaries on a consolidated basis taken as a whole after consummation of the Transactions is a going concern and has sufficient capital to reasonably ensure that it will continue to be a going concern for the period from the date hereof through the Term Loan Maturity Date.

[Solvency Certificate]

2. Based on and subject to the foregoing, I hereby certify on behalf of the Borrower that immediately after giving effect to the consummation of the Transactions, it is my opinion that (i) the Fair Value of the assets of the Borrower and its subsidiaries on a consolidated basis taken as a whole exceeds their Liabilities, (ii) the Present Fair Salable Value of the assets of the Borrower and its subsidiaries on a consolidated basis taken as a whole exceeds their Liabilities; (iii) the Borrower and its subsidiaries on a consolidated basis taken as a whole do not have Unreasonably Small Capital; and (iv) the Borrower and its subsidiaries taken as a whole will be able to pay their Liabilities as they mature.

3. In reaching the conclusions set forth in this Certificate, the undersigned (i) has made such investigations and inquiries as the undersigned has deemed appropriate, having taken into account the nature of the particular business anticipated to be conducted by the Borrower and its subsidiaries after consummation of the transactions contemplated by the Credit Agreement, (ii) has reviewed the Credit Agreement and the financial statements referred to therein and (iii) in the undersigned’s capacity as [Chief Financial Officer], is familiar with the financial condition of the Borrower and its subsidiaries.

[Remainder of Page Intentionally Left Blank]

[Solvency Certificate]

IN WITNESS WHEREOF, I have executed this Certificate as of the date first written above.

[                                   ]
By:
Name:
Title:	[Chief Financial Officer / other senior financial officer]

EX-10.2

Exhibit 10.2 

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of August 12, 2019, by and between Boxwood Merger Corp., a Delaware corporation (the “Company”), and L. Joe Boyer (“Executive”), and shall be effective as of the date of the closing (the “Effective Date”) of the transactions contemplated by the Purchase Agreement (as defined below).

W I T N E S S E T H:

WHEREAS, this Agreement is being entered into in connection with the consummation of the transactions contemplated by that certain Unit Purchase Agreement, dated as of the date hereof (the “Purchase Agreement”), by and among the Company, Atlas Intermediate Holdings LLC, and Atlas Technical Consultants Holdings LP; and

WHEREAS, Executive acknowledges and agrees that that certain Employment Agreement, dated as of October 23, 2017, by and between Executive and Atlas Technical Consultants Intermediate Holdco LLC (the “Prior Employment Agreement”), has terminated; and

WHEREAS, the Company desires to employ Executive and to enter into this Agreement embodying the terms of such employment, and Executive desires to enter into this Agreement and to accept such employment with the Company, in each case, subject to the terms and provisions of this Agreement.

NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are mutually acknowledged, the Company and Executive hereby agree as follows:

Section 1. Definitions. Capitalized terms not otherwise defined in this Agreement shall have the meaning set forth on Appendix A attached hereto.

Section 2. Acceptance and Term of Employment.

(a) The Company agrees to employ Executive, and Executive agrees to serve the Company, on the terms and conditions set forth herein. The term of Executive’s employment shall commence on the Effective Date and continue until the third anniversary of the Effective Date, unless earlier terminated pursuant to Section 8 hereof (the “Initial Term of Employment”): provided, that after the Initial Term of Employment, the Term of Employment shall automatically be extended for subsequent one (1) year periods until Executive’s employment is terminated by either party pursuant to Section 8 hereof; provided, however, that either party may elect not to so extend this Agreement beyond the then-current Term of Employment by giving written notice of non-renewal to the other party at least ninety (90) days prior to the end of the Term of Employment.

Section 3. Position, Duties and Responsibilities; Place of Performance.

(a) Position, Duties, and Responsibilities. During the Term of Employment, Executive shall be employed and serve as the Chief Executive Officer of the Company (together with such other position or positions consistent with Executive’s title as the Board shall specify from time to time) and shall have such duties and responsibilities commensurate with such title, including managing the day-to-day business activities of the Company and its subsidiaries (subject to operating guidelines and budgets established by the Board from time to time). In addition, the Company shall nominate Executive and shall use commercially reasonable efforts to support Executive’s nomination to serve as a member of the Board during the Term of Employment. If requested, Executive also agrees to serve as an officer and/or director of any other member of the Company Group, in each case without additional compensation.

(b) Performance. Executive shall devote Executive’s full business time, attention, skill, and best efforts to the performance of Executive’s duties under this Agreement and shall not engage in any other business or occupation during the Term of Employment, including any activity that (x) conflicts with the interests of the Company or any other member of the Company Group, (y) interferes with the proper and efficient performance of Executive’s duties for the Company or (z) interferes with Executive’s exercise of judgment in the Company Group’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Executive from (i) serving, with the prior written consent of the Board, as a member of the boards of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of non-competing businesses and charitable organizations, (ii) engaging in charitable activities and community affairs, and (iii) managing Executive’s personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii), and (iii) of this Section 3(b) shall be limited by Executive so as not to interfere, individually or in the aggregate, with the performance of Executive’s duties and responsibilities hereunder.

(c) Principal Place of Employment. Executive’s principal place of employment shall be in Austin, Texas, although Executive understands and agrees that Executive may be required to travel from time to time for business reasons.

Section 4. Compensation.

During the Term of Employment, Executive shall be entitled to the following compensation:

(a) Base Compensation. Executive shall be provided annualized Base Compensation in an amount equal to no less than $550,000, payable in accordance with the regular payroll practices of the Company, which amount shall be reviewed by the Compensation Committee of the Board annually for possible increase, as may be approved in writing by the Compensation Committee of the Board, and any such upward adjustment in Base Compensation shall constitute “Base Compensation” for purposes of this Agreement.

2

(b) Annual Bonus. Executive shall be eligible to earn an annual bonus with respect to each fiscal year of the Company ending during the Term of Employment (the “Annual Bonus”), with a target bonus opportunity equal to one hundred percent (100%) of Executive’s then-current Base Compensation (the “Target Bonus”) and subject to a maximum amount of up to two hundred percent (200%) of Executive’s then-current Base Compensation. The actual amount of the Annual Bonus shall be based on the achievement of certain financial metrics as reasonably determined by the Compensation Committee of the Board in good faith consultation with Executive. The Annual Bonus, to the extent earned, shall be paid in a lump sum no later than March 15th of the calendar year following the applicable performance year, subject to Executive’s continuous employment with any member of the Company Group through the end of the applicable performance period of such Annual Bonus (except as provided for in Section 8 of this Agreement). For fiscal year 2019, Executive shall be entitled to receive (i) any earned Annual Bonus with respect to the portion of fiscal year 2019 ending on the Effective Date to the extent not previously paid and (ii) for the remainder of fiscal year 2019 following the Effective Date, a pro-rata portion of the Annual Bonus based on the number of days following the Effective Date and actual results.

(c) Incentive Equity Grant. With respect to each fiscal year during the Term of Employment, Executive will be eligible to receive an equity grant (“Equity Award”) with a target grant date value equal to no less than one hundred percent (100%) of Executive’s then-current Base Compensation, as determined in the reasonable discretion of the Compensation Committee of the Board. For the avoidance of doubt, the Compensation Committee of the Board shall determine the terms and conditions of the Equity Award, including the amount thereof, which may be equal to, less than, or greater than the above-mentioned target value. The Equity Awards shall be subject to the terms and conditions of the Boxwood Merger Corp. 2019 Omnibus Incentive Plan (the “Plan”) and a written award agreement to be entered into between the Company and Executive; provided, that (i) such terms and conditions shall be consistent with the terms of this Section 4(c) and (ii) not otherwise inconsistent with the other terms and conditions of this Agreement, including with respect to restrictive covenants.

Section 5. Employee Benefits.

During the Term of Employment, Executive shall be entitled to participate in health, insurance, retirement, and other benefits provided generally to similarly situated employees of the Company. Executive shall also be entitled to the same number of holidays, vacation days, and sick days, as well as any other benefits, in each case as are generally allowed to similarly situated employees of the Company in accordance with the Company’s policy as in effect from time to time. Nothing contained herein shall be construed to limit the Company’s ability to amend, suspend, or terminate any employee benefit plan or policy at any time without providing Executive notice, and the right to do so is expressly reserved.

Section 6. Insurance; Car Allowance.

During the Term of Employment, the Company shall continue to maintain (at the Company’s cost) Executive’s $2 million life insurance policy or shall provide Executive with comparable life insurance coverage in an identical or higher amount. During the Term of Employment, Executive shall be entitled to receive a car allowance in a monthly amount of no less than $1,400, which Executive may apply toward the use of automobile and related expenses (including, but not limited to, leasing costs, gas, tolls, maintenance, and insurance), with terms of such car allowance consistent with the Company’s past practice with Executive.

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Section 7. Reimbursement of Business Expenses.

Executive is authorized to incur reasonable business expenses in carrying out Executive’s duties and responsibilities under this Agreement, and the Company shall promptly reimburse Executive for all such reasonable business expenses, subject to documentation in accordance with the Company’s policy, in each case, as in effect from time to time.

Section 8. Termination of Employment.

(a) General. The Term of Employment shall terminate upon the earliest to occur of: (i) Executive’s death, (ii) subject to Section 8(b), a termination by reason of a Permanent Disability, (iii) a termination by the Company with or without Cause, (iv) a termination by Executive with or without Good Reason and (v) non-renewal of the Term of Employment. Upon any termination of Executive’s employment for any reason, except as may otherwise be requested by the Company in writing and agreed upon in writing by Executive, Executive shall resign from any and all directorships, committee memberships, and any other positions Executive holds with the Company or any other member of the Company Group. Notwithstanding anything herein to the contrary, the payment (or commencement of a series of payments) hereunder of any nonqualified deferred compensation (within the meaning of Section 409A of the Code) upon a termination of employment shall be delayed until such time as Executive has also undergone a “separation from service” as defined in Treas. Reg. l.409A-l(h), at which time such nonqualified deferred compensation (calculated as of the date of Executive’s termination of employment hereunder) shall be paid (or commence to be paid) to Executive on the payment schedule set forth below in this Section 8 as if Executive had undergone such termination of employment (under the same circumstances) on the date of Executive’s ultimate “separation from service.”

(b) Termination Due to Death or Permanent Disability. Executive’s employment shall terminate automatically upon Executive’s death. The Company may terminate Executive’s employment immediately upon the occurrence of a Permanent Disability, such termination to be effective upon Executive’s receipt of written notice of such termination. Upon Executive’s death or in the event that Executive’s employment is terminated due to Executive’s Permanent Disability, subject to Section 8(i) below, Executive or Executive’s estate or Executive’s beneficiaries, as the case may be, shall be entitled to:

(i) The Accrued Obligations;

(ii) Pro-rata Annual Bonus for the year of termination, calculated based on actual performance as if Executive had remained employed through the remainder of the applicable performance period;

(iii) The Severance;

(iv) The Target Bonus, payable in accordance with Section 4(b);

(v) Accelerated vesting of all outstanding Equity Awards (with any unvested performance-based awards deemed achieved based on actual performance); and

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(vi) To the extent permissible under the Company’s group health plan and subject to Executive’s timely election of continuation coverage under COBRA, continuation of health benefits coverage at the expense of the Company, during the Severance Term (or if earlier, until the date that Executive becomes eligible to receive any health benefits as a result of subsequent employment or service during the Severance Term), of health benefits provided to Executive and Executive’s dependents immediately prior to such termination, and, if not permissible under the Company’s group health plan, Executive shall be entitled to receive a lump sum payment equal to the after-tax costs of comparable health benefits coverage for Executive and Executive’s dependents during the Severance Term.

Following Executive’s death or a termination of Executive’s employment by reason of a Permanent Disability, except as set forth in this Section 8(b), Executive shall have no further rights to any compensation or any other benefits under this Agreement (except relating to any rights Executive may have as an equityholder or interest holder). For the avoidance of doubt, Executive’s sole and exclusive remedy in connection with a termination of employment due to death or Permanent Disability shall be receipt of the amounts and benefits set forth in clauses (i) through (vi) of Section 8(b) hereof.

(c) Termination by the Company for Cause.

(i) The Company may terminate Executive’s employment for Cause during the Term of Employment by providing the Executive with thirty (30) days’ written notice setting forth in reasonable specificity the event that constitutes Cause, which written notice, to be effective, must be provided to the Executive within sixty (60) days of the occurrence of such event. Executive shall have the right to cure the event allegedly constituting Cause (if curable) during the thirty (30) day period following receipt of such notice, and if not cured within such period, Executive’s termination will be effective upon the expiration of such cure period. Notwithstanding any of the foregoing to the contrary, in the event that the Board reasonably determines that Executive’s continued employment during such thirty (30) day period is reasonably likely to result in material harm to the Company, the Company may suspend Executive and prohibit him from the Company’s premises during such period; provided, that the Company shall continue to pay the compensation, incentives and benefits provided to Executive during employment in accordance with the terms of this Agreement during any such period of suspension.

(ii) In the event that the Company terminates Executive’s employment for Cause, Executive shall be entitled only to the Accrued Obligations, following such termination of Executive’s employment for Cause, except as set forth in this Section 8(c), Executive shall have no further rights to any compensation or any other benefits under this Agreement (except relating to any rights Executive may have as an equityholder or interest holder).

(d) Termination by the Company without Cause. The Company may terminate Executive’s employment at any time during the Term of Employment without Cause, effective upon Executive’s receipt of written notice of such termination. In the event that Executive’s employment is terminated by the Company without Cause during the Term of Employment, subject to Section 8(i) below, Executive shall be entitled to:

(i) The Accrued Obligations;

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(ii) Pro-rata Annual Bonus for the year of termination, calculated based on actual performance as if Executive had remained employed through the remainder of the applicable performance period;

(iii) The Severance;

(iv) The Target Bonus, payable in accordance with Section 4(b);

(v) Accelerated vesting of all outstanding Equity Awards (with any unvested performance-based awards deemed achieved based on actual performance); and

(vi) To the extent permissible under the Company’s group health plan and subject to Executive’s timely election of continuation coverage under COBRA, continuation of health benefits coverage at the expense of the Company, during the Severance Term (or if earlier, until the date that Executive becomes eligible to receive any health benefits as a result of subsequent employment or service during the Severance Term), of health benefits provided to Executive and Executive’s dependents immediately prior to such termination, and, if not permissible under the Company’s group health plan, Executive shall be entitled to receive a lump sum payment equal to the after-tax costs of comparable health benefits coverage for Executive and Executive’s dependents during the Severance Term.

Following such termination of Executive’s employment by the Company without Cause, except as set forth in this Section 8(d), Executive shall have no further rights to any compensation or any other benefits under this Agreement (except relating to any rights Executive may have as an equityholder or interest holder). For the avoidance of doubt, Executive’s sole and exclusive remedy in connection with a termination of employment without Cause shall be receipt of the amounts and benefits set forth in clauses (i) through (vi) of Section 8(d) hereof.

(e) Termination by Executive with Good Reason. Executive may terminate Executive’s employment with Good Reason during the Term of Employment by providing the Company thirty (30) days’ written notice setting forth in reasonable specificity the event that constitutes Good Reason, which written notice, to be effective, must be provided to the Company within sixty (60) days of the occurrence of such event. During such thirty (30) day notice period, the Company shall have a cure right (if curable), and if not cured within such period, Executive’s termination will be effective upon the expiration of such cure period, and Executive shall be entitled to the same payments and benefits as provided in Section 8(d) hereof for a termination by the Company without Cause, subject to the same conditions on payment and benefits as described in Section 8(d) hereof. Following such termination of Executive’s employment by Executive with Good Reason, except as set Forth in this Section 8(e), Executive shall have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, Executive’s sole and exclusive remedy in connection with a termination of employment with Good Reason shall be receipt of the amounts and benefits set forth in clauses (i) through (vi) of Section 8(d) hereof (except relating to any rights Executive may have as an equityholder or interest holder).

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(f) Termination by Executive without Good Reason. Executive may terminate Executive’s employment without Good Reason by providing the Company thirty (30) days’ written notice of such termination. In the event of a termination of employment by Executive under this Section 8(f). Executive shall be entitled only to the Accrued Obligations. In the event of termination of Executive’s employment under this Section 8(f), the Company may, in its sole and absolute discretion, by written notice, accelerate such date of termination without changing the characterization of such termination as a termination by Executive without Good Reason. Following such termination of Executive’s employment by Executive without Good Reason, except as set forth in this Section 8(f), Executive shall have no further rights to any compensation or any other benefits under this Agreement (except relating to any rights Executive may have as an equityholder or interest holder).

(g) Termination Due to Non-Renewal of the Term of Employment. In the event that the Company terminates this Agreement by a notice of non-renewal of the then-current Term of Employment, as set forth in Section 2 hereof, Executive shall be entitled to the same payments and benefits as provided in Section 8(d) hereof for a termination by the Company without Cause, subject to the same conditions on payment and benefits as described in Section 8(d) hereof. In the event that Executive terminates this Agreement by a notice of non-renewal of the then-current Term of Employment, as set forth in Section 2 hereof, Executive shall be entitled only to the Accrued Obligations. Following such termination of Executive’s employment due to non-renewal of a Term of Employment, except as set forth in this Section 8(g), Executive shall have no further rights to any compensation or any other benefits under this Agreement (except relating to any rights Executive may have as an equityholder or interest holder).

(h) Termination in Connection with a Change in Control. In the event that (i) Executive’s employment terminates due to death or Permanent Disability, (ii) the Company terminates Executive’s employment without Cause, (iii) Executive terminates employment with the Company with Good Reason, or (iv) the Company terminates this Agreement by a notice of non-renewal of the then-current Term of Employment, each within the ninety (90) day period prior to or the two (2) year period following a Change in Control, subject to Section 8(i) below, Executive shall be entitled to:

(i) The Accrued Obligations;

(ii) Pro-rata Annual Bonus for the year of termination, calculated based on actual performance as if Executive had remained employed through the remainder of the applicable performance period;

(iii) The Enhanced Severance;

(iv) One and one-half (1.5) times the Target Bonus, payable in accordance with Section 4(b);

(v) Accelerated vesting of all outstanding Equity Awards (with any unvested performance-based awards deemed achieved based on actual performance); and

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(vi) To the extent permissible under the Company’s group health plan and subject to Executive’s timely election of continuation coverage under COBRA, continuation of health benefits coverage at the expense of the Company, during the Enhanced Severance Term (or if earlier, until the date that Executive becomes eligible to receive any health benefits as a result of subsequent employment or service during the Enhanced Severance Term), of health benefits provided to Executive and Executive’s dependents immediately prior to such termination, and, if not permissible under the Company’s group health plan, Executive shall be entitled to receive a lump sum payment equal to the after-tax costs of comparable health benefits coverage for Executive and Executive’s dependents during the Severance Term.

Following such termination of Executive’s employment in connection with a Change in Control, except as set forth in this Section 8(h), Executive shall have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, Executive’s sole and exclusive remedy in connection with a termination of employment in connection with a Change in Control shall be receipt of the amounts and benefits set forth in clauses (i) through (vi) of Section 8(h) hereof (except relating to any rights Executive may have as an equityholder or interest holder).

(i) Release. Notwithstanding any provision herein to the contrary, the payment of any amount or provision of any benefit pursuant to subsection (b), (d), (e), (g), or (h) of this Section 8 (other than the Accrued Obligations) (collectively, the “Severance Benefits”) shall be conditioned upon Executive’s (or Executive’s estate or Executive’s beneficiaries, as the case may be) execution and delivery to the Company of an irrevocable Release of Claims in the form attached hereto as Exhibit A (the “General Release”) within sixty (60) days following the date of the Executive’s termination of employment hereunder and non-revocation of the General Release (and the expiration of any revocation period contained in such General Release). If Executive fails to execute and deliver an irrevocable General Release prior to the end of such sixty (60) day period, or timely revokes Executive’s acceptance of such General Release following its execution, Executive shall not be entitled to any of the Severance Benefits. Further, to the extent that any of the Severance Benefits constitutes “nonqualified deferred compensation” for purposes of Section 409A of the Code, any payment of any amount or provision of any benefit otherwise scheduled to occur prior to the sixtieth (60^th) day following the date of Executive’s termination of employment hereunder, but for the condition on executing the General Release as set forth herein, shall not be made until the first regularly scheduled payroll date following such sixtieth (60^th) day, after which any remaining Severance Benefits shall thereafter be provided to Executive according to the applicable schedule set forth herein.

(j) Repayment of Severance Benefits. Notwithstanding anything in this Agreement to the contrary (including this Section 8), in the event that Executive materially breaches any provision of the Restrictive Covenants in Section 9 hereof or the General Release and fails to cure such breach within thirty (30) days’ following written notice from the Company setting forth in reasonable specificity the event that constitutes a breach within sixty (60) days of the occurrence of such event, the Severance Benefits shall immediately terminate and the Company shall have no further obligations to Executive with respect thereto.

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Section 9. Restrictive Covenants.

(a) Non-Competition. Executive hereby acknowledges that Executive is familiar with the Proprietary Information (as defined below) of the Company Group. Executive acknowledges and agrees that any member of the Company Group would be irreparably damaged if Executive were to provide services to any person competing with any member of the Company Group or engaged in a similar business and that such competition by Executive would result in a significant loss of goodwill by the Company. Therefore, Executive agrees that during the Term of Employment and the Restricted Period, other than in the good faith performance of Executive’s duties under this Agreement, Executive shall not, and shall cause each of Executive’s affiliates not to, directly or indirectly, whether as principal, partner, officer, director, employee, consultant, manager, member or equity holder, own any interest in, manage, operate, participate in, develop products for, advise, consult with, render services for, control or acquire any business that engages in infrastructure engineering, testing, inspection and program management anywhere in the United States or Canada; provided, that nothing herein shall prohibit Executive from being a passive owner of not more than two percent (2%) of the outstanding stock of any class of a corporation which is publicly traded so long as Executive has no active participation in the business of such corporation.

(b) Non-Solicitation. In consideration of Executive’s employment and receipt of payments hereunder, Executive further agrees that during the Term of Employment and the Restricted Period, other than in the good faith performance of Executive’s duties under this Agreement, Executive shall not, and shall cause each of Executive’s affiliates not to, directly or indirectly:

(i) induce or attempt to induce any employee or contractor of the Company Group to leave the employ or service of the Company Group, or in any way interfere with the relationship between the Company Group and any employee or contractor thereof that Executive learned about through Executive’s employment with the Company; provided, however, that notwithstanding the promises and covenants within this Section 9(b)(i), at such time as Executive is no longer serving as an employee or agent of the Company, or the Company’s successors or assigns, Executive shall not be precluded from engaging in general solicitations or advertising for personnel, including advertisements and searches conducted by a headhunter agency; provided that such solicitation, advertising or searches are not directed in any way at any such employees or contractors of the Company Group;

(ii) hire any person who was an employee of the Company Group at any time during the preceding twelve (12)-month period that Executive learned about through Executive’s employment with the Company; or

(iii) call on, solicit or service any Customer, supplier or material business relation of the Company Group (including any Person that was a Customer, supplier or other material business relation of the Company Group at any time during the eighteen (18)-month period immediately prior to the date Executive’s employment with the Company terminates) in order to induce or attempt to induce such Person to cease doing business with the Company Group, or in any way interfere with the relationship between any such Customer, supplier or business relation of the Company Group and the Company Group.

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(c) Mutual Non-Disparagement. During the Term of Employment and at all times thereafter, Executive agrees that Executive shall not, other than in the good faith performance of Executive’s duties under this Agreement, make, publish or communicate to any Person any oral or written statement that disparages or places the Company Group, its officers, directors, equity holders or employees in a false or negative light, except in connection with a legal proceeding in which Executive is under oath or in response to a subpoena or as is otherwise required by law to cooperate with a governmental entity. The Company agrees that the Company Group shall not, other than in the good faith performance of its business, make, publish or communicate to any Person any oral or written statement that disparages or places the Executive in a false or negative light, except in connection with a legal proceeding in which the Company is under oath or in response to a subpoena or as is otherwise required by law to cooperate with a governmental entity.

(d) Non-Disclosure; Non-Use of Proprietary Information. During the Term of Employment and at all times thereafter, other than in the good faith performance of Executive’s duties under this Agreement, Executive shall not disclosure or use at any time any Proprietary Information. For purposes of this Agreement, the term “Proprietary Information” means information acquired by Executive (i) that is designated as “confidential” by the Company Group, or (ii) that the Company Group indicates through its policies, procedures, or other instructions should not be disclosed to anyone outside each such organization except through controlled means, or (iii) that is or should be reasonably understood by Executive to be confidential; provided, however, that Proprietary Information shall not include information that is generally available to the public in its compiled form or that is properly obtained by Executive from a completely independent source under no obligation of confidentiality. Proprietary Information may be provided in any form, including electronic, oral, visual, or written form, whether or not it is marked as being confidential. Proprietary Information need not be a trade secret or know-how to be protected under this Agreement. By way of illustration, but not limitation, Proprietary Information includes any confidential information about the business, methods, business plans, operations, products, processes, and services of the Company Group or any Customer thereof. Proprietary Information shall also include, without limitation, information pertaining to: (i) the identities of the Company’s actual and prospective Customers, as well as the names, addresses, phone numbers and e-mail addresses of contact persons and/or decision-makers employed by Customers; (ii) the volume of business and the nature of the business relationship between the Company Group and its Customers; (iii) the pricing of the Company Group’s products, services and technology, including any deviations from its standard pricing for particular Customers, as well as the financing methods employed by and arrangements with existing or prospective Customers; (iv) information regarding the Company Group’s employees, including their identities, skills, talents, knowledge, experience, compensation, benefits, capabilities, and preferences; (v) business plans and strategies, marketing and sales plans and strategies, revenue, expense and profit projections, industry analyses, and any proposed or actual implemented technology changes of the Company Group; (vi) information about financial results and business condition of the Company Group; (vii) computer programs, software, source code, and program designs developed by or for the Company Group and/or tailored to its needs by its employees, independent contractors, consultants or vendors; and (viii) all technology developed, enhanced, produced, employed, and/or distributed by the Company Group. Executive further agrees that, regardless of its effect on trade secret status, the controlled and limited disclosure of Proprietary Information to third parties for legitimate business purposes and the availability of the Proprietary Information to others outside the Company Group through independent investigation and effort will not remove it from protected status as Proprietary Information under this Agreement if Executive was first entrusted with the Proprietary Information while employed by the Company. Proprietary Information includes trade secrets and know-how.

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(e) Protected Rights. Notwithstanding the foregoing, any non-disclosure provision in this Agreement does not prohibit or restrict Executive (or Executive’s attorney) from responding to any inquiry about this Agreement or its underlying facts and circumstances by the Securities and Exchange Commission, the Financial Industry Regulatory Authority, any other self-regulatory organization or governmental entity, or making other disclosures that are protected under the whistleblower provisions of applicable law or regulation. Executive understands and acknowledges that Executive does not need the prior authorization of the Company to make any such reports or disclosures and that Executive is not required to notify the Company that Executive has made such reports or disclosures.

(f) DTSA. Notwithstanding anything in this Agreement to the contrary, Executive may, without informing or obtaining prior authorization from the Company: (i) disclose trade secrets in confidence to a federal, state or local government official, directly or indirectly, or to Executive’s attorney, solely for the purpose of reporting or investigating a suspected violation of law that directly pertains to the trade secrets; (ii) disclose trade secrets in a complaint or other document filed in a judicial or administrative proceeding that directly pertains to the trade secrets, if such filing is made under seal; and (iii) disclose trade secrets to Executive’s attorney and use the trade secrets in a judicial or administrative proceeding brought by Executive against the Company alleging retaliation for Executive having reported a violation of law, provided that Executive files any document containing the trade secrets under seal and does not otherwise disclose the trade secrets, except as required by court order.

(g) Enforcement; Remedies. In the event that Executive violates any of the provisions set forth in this Section 9, the Company shall have the right and remedy to have the provisions specifically enforced by any court having jurisdiction, it being acknowledged and agreed by Executive that the services being rendered hereunder to the Company Group are of a special, unique and extraordinary character and that any such breach will cause irreparable injury to the Company Group and that money damages will not provide an adequate remedy to the Company Group. Accordingly, Executive consents to the issuance of an injunction, whether preliminary or permanent, consistent with the terms of this Agreement (without posting a bond or other security) if the Company establishes a violation of Section 9 of this Agreement. The pursuit of one remedy at any time will not be deemed an election of remedies or waiver of the right to pursue any other remedy.

(h) Blue Pencil. If, at any time, any term or provision of this Section 9 shall be determined by any court of competent jurisdiction to be invalid, illegal or unenforceable, in whole or in part, and such determination shall become final, such provision or portion shall be deemed to be severed or limited, but only to the extent required to render the remaining terms and provisions of this Section 9 enforceable. This Section 9 as thus amended shall be enforced so as to give effect to the intention of the parties insofar as that is possible. In addition, the parties hereby expressly acknowledge that the provisions of this Section 9 are reasonable in terms of duration, scope and area restrictions and are necessary to protect the goodwill of the Company Group.

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(i) Tolling. If Executive is found to have violated any of the provisions of this Section 9, Executive agrees that the restrictive period of each covenant so violated shall be extended by a period of time equal to the period of such violation by Executive, to the extent permitted by applicable law. It is the intent of this Section 9(g) that the running of the restrictive period of any covenant shall be tolled during any period of violation of such covenants so that the Company may obtain the full and reasonable protection for which it contracted and so that Executive may not profit by any breach of such covenants.

(j) EXECUTIVE ACKNOWLEDGES THAT EXECUTIVE HAS CAREFULLY READ THIS SECTION 9 AND HAS HAD THE OPPORTUNITY TO REVIEW ITS PROVISIONS WITH ANY ADVISORS AS EXECUTIVE CONSIDERED NECESSARY AND THAT EXECUTIVE UNDERSTANDS THIS AGREEMENT’S CONTENTS AND SIGNIFIES SUCH UNDERSTANDING AND AGREEMENT BY SIGNING BELOW.

Section 10. Compensation Recovery Policy.

If any of the Company’s financial statements are required to be restated due to errors, omissions, fraud or misconduct (including, but not limited to circumstances where the Company has been required to prepare an accounting restatement due to material non-compliance with any financial reporting requirement, as enforced by the U.S. Securities and Exchange Commission), or pursuant to any compensation recovery policy adopted by the Company to comply with applicable law or to comport with good corporate governance practices, the Compensation Committee of the Board may, direct that the Company recover the portion of any performance-based cash or equity compensation paid to Executive with respect to any fiscal year of the Company for which the financial results are negatively affected by such restatement, but only to the extent that such clawback or recovery is required by law, including any rules of the U.S. Securities and Exchange Commission that are in effect at the time of such clawback or recovery; provided, that, notwithstanding the foregoing, the Company may only clawback or recover the elements of incentive compensation that are required to be clawed back or recovered pursuant to such applicable law or rule of the U.S. Securities and Exchange Commission.

Section 11. Representations and Warranties of Executive.

Executive represents and warrants to the Company that:

(a) Executive is entering into this Agreement voluntarily and that Executive’s employment hereunder and compliance with the terms and conditions hereof will not conflict with or result in the breach by Executive of any agreement to which Executive is a party or by which Executive may be bound;

(b) Executive has not violated, and in connection with Executive’s employment with the Company will not violate, any enforceable non-solicitation, non-competition, or other similar covenant or agreement of a prior employer by which Executive is or may be bound;

(c) In connection with Executive’s employment with the Company, Executive will not use any confidential or proprietary information Executive may have obtained in connection with employment with any prior employer; and

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(d) None of the Company, any other member of the Company Group nor any of their respective representatives, has provided any legal advice to Executive in connection with this Agreement and that Executive has been advised by the Company to seek, and Executive has sought, legal advice from Executive’s own legal counsel regarding this Agreement. The Company shall pay the reasonable costs incurred by Executive’s legal counsel regarding their review and negotiation of this Agreement and any related agreements, subject to a maximum amount equal to $15,000.

Section 12. Taxes.

The Company may withhold from any payments made under this Agreement all applicable taxes, including but not limited to income, employment, and social insurance taxes, as shall be required by law. Executive acknowledges and represents that the Company has not provided any tax advice to Executive in connection with this Agreement and that Executive has been advised by the Company to seek tax advice from Executive’s own tax advisors regarding this Agreement and payments that may be made to Executive pursuant to this Agreement.

Section 13. Mitigation.

In no event shall Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to Executive under any of the provisions of this Agreement, nor shall the amount of any payment hereunder be reduced by any compensation earned by Executive as a result of employment by a subsequent employer.

Section 14. Indemnification.

The Company hereby agrees to indemnify Executive, hold Executive harmless, and advance all related costs to Executive to the fullest extent provided by law, against and in respect of any and all actions, suits, proceedings, claims, demands, judgments, costs, expenses (including reasonable attorney’s fees and costs), losses, and damages resulting from Executive’s performance of Executive’s duties and obligations with the Company Group. This obligation shall be provided in accordance with the Company’s bylaws and applicable directors’ and officers’ liability insurance coverage, including any applicable tail coverage.

Section 15. Additional Section 409A Provisions.

Notwithstanding any provision in this Agreement to the contrary:

(a) Any payment otherwise required to be made hereunder to Executive at any date as a result of the termination of Executive’s employment shall be delayed for such period of time as may be necessary to meet the requirements of Section 409A(a)(2)(B)(i) of the Code (the “Delay Period”). On the first business day following the expiration of the Delay Period, Executive shall be paid, in a single cash lump sum, an amount equal to the aggregate amount of all payments delayed pursuant to the preceding sentence, and any remaining payments not so delayed shall continue to be paid pursuant to the payment schedule set forth herein.

(b) Each payment in a series of payments hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code.

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(c) To the extent that any right to reimbursement of expenses or payment of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation (within the meaning of Section 409A of the Code), (i) any such expense reimbursement shall be made by the Company no later than the last day of the taxable year following the taxable year in which such expense was incurred by Executive, (ii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (iii) the amount of expenses eligible for reimbursement or in-kind benefits provided during any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year, provided, that the foregoing Clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect.

(d) While the payments and benefits provided hereunder are intended to be structured in a manner to avoid the implication of any penalty taxes under Section 409A of the Code, in no event whatsoever shall the Company Group be liable for any additional tax, interest, or penalties that may be imposed on Executive as a result of Section 409A of the Code or any damages For failing to comply with Section 409A of the Code (other than for withholding obligations or other obligations applicable to employers, if any, under Section 409A of the Code).

Section 16. Successors and Assigns; No Third-Party Beneficiaries.

(a) The Company. This Agreement shall inure to the benefit of the Company and its successors and assigns. Neither this Agreement nor any of the rights, obligations, or interests arising hereunder may be assigned by the Company to a Person (other than another member of the Company Group, or its or their respective successors, which is hereby expressly permitted) without Executive’s prior written consent (which shall not be unreasonably withheld, delayed, or conditioned); provided, however, that in the event of a sale of all or substantially all of the assets of the Company, the Company may provide that this Agreement will be assigned to, and assumed by, the acquirer of such assets without Executive’s consent; provided, that the Company shall require such successor to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place.

(b) Executive. Executive’s rights and obligations under this Agreement shall not be transferable by Executive by assignment or otherwise, without the prior written consent of the Company; provided, however, that if Executive shall die or become disabled, all amounts then payable to Executive hereunder shall be paid in accordance with the terms of this Agreement to Executive’s devisee, legatee, or other designee, or if there be no such designee, to Executive’s estate.

(c) No Third-Party Beneficiaries. Except as otherwise set forth in Section 8(f) or Section 15(b) hereof, nothing expressed or referred to in this Agreement will be construed to give any Person other than the Company, the other members of the Company Group and Executive any legal or equitable right, remedy, or claim under or with respect to ibis Agreement or any provision of this Agreement.

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Section 17. Waiver and Amendments.

Any waiver, alteration, amendment, or modification of any of the terms of this Agreement shall be valid only if made in writing and signed by each of the parties hereto. No waiver by cither of the parties hereto of their rights hereunder shall be deemed to constitute a waiver with respect to any subsequent occurrences or transactions hereunder unless such waiver specifically states that it is to be construed as a continuing waiver.

Section 18. Severability.

If any covenants or such other provisions of this Agreement arc found to be invalid or unenforceable by a final determination of a court of competent jurisdiction, (a) the remaining terms and provisions hereof shall be unimpaired, and (b) the invalid or unenforceable term or provision hereof shall be deemed replaced by a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision hereof.

Section 19. Governing Law; Waiver of Jury Trial.

THIS AGREEMENT IS GOVERNED BY AND IS TO BE CONSTRUED UNDER THE LAWS OF THE STATE OF TEXAS, EACH OF THE PARTIES HERETO SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT SITTING IN THE STATE OF TEXAS, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, AGREES THAT ALL CLAIMS IN RESPECT OF THE ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND AGREES NOT TO BRING ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT IN ANY OTHER COURT. EACH PARTY TO THIS AGREEMENT ALSO HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY IN CONNECTION WITH ANY SUIT, ACTION, OR PROCEEDING UNDER OR IN CONNECTION WITH THIS AGREEMENT.

Section 20. Notices.

(a) Place of Delivery. Every notice or other communication relating to this Agreement shall be in writing, and shall be mailed to or delivered to the party for whom or which it is intended at such address as may from time to time be designated by it in a notice mailed or delivered to the other party as herein provided; provided, that unless and until some other address is so designated, all notices and communications by Executive to the Company shall be mailed or delivered to the Company at its principal executive office (with a copy, which shall not constitute notice, to c/o Winston & Strawn LLP, 200 Park Avenue, New York, NY 10166, Attention: Joel Rubenstein and Jason D. Osborn) and all notices and communications by the Company to Executive may be given to Executive personally or may be mailed to Executive at Executive’s last known address, as reflected in the Company’s records.

(b) Date of Delivery. Any notice so addressed shall be deemed to be given (i) if delivered by hand, on the date of such delivery, (ii) if mailed by courier or by overnight mail, on the first business day following the date of such mailing, and (iii) if mailed by registered or certified mail, on the third business day after the date of such mailing.

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Section 21. Section Headings; Construction and Interpretation.

The headings of the sections and subsections of this Agreement are inserted for convenience only and shall not be deemed to constitute a part thereof or affect the meaning or interpretation of this Agreement or of any term or provision hereof. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any party. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. Unless the context requires otherwise (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “herein”, “hereof’ and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof and (iv) all references herein to Sections shall be construed to refer to Sections of this Agreement unless otherwise noted. The recitals hereto are hereby incorporated herein.

Section 22. Entire Agreement.

This Agreement and the General Release together with any other exhibits attached hereto, constitutes the entire understanding and agreement of the parties hereto with respect to the subject matter hereof and thereof. This Agreement supersedes all prior negotiations, discussions, correspondence, communications, understandings, and agreements (including, without limitation, the Prior Employment Agreement) between the parties relating to the subject matter of this Agreement.

Section 23. Section 280G.

(i) Notwithstanding any other provision of this Agreement or any other plan, arrangement or agreement to the contrary, if any of the payments or benefits received or to be received by Executive (including, without limitation, any payment or benefits received in connection with a Change in Control or Executive’s termination of employment, whether pursuant to the terms of this Agreement or any other plan, arrangement, or agreement, or otherwise) (all such payments collectively referred to herein as the “280G Payments”) constitute “parachute payments” within the meaning of Section 280G of the Code and will be subject to the excise tax imposed under Section 4999 of the Code (the “Excise Tax”), the Company shall either (i) reduce (but not below zero) such payments or benefits received or to be received by Executive so that the aggregate present value of the payments and benefits received by Executive is $1.00 less than the amount which would otherwise cause Executive to incur an Excise Tax, or (ii) be paid in full, whichever results in the greatest net after-tax payment to Executive.

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(ii) All calculations and determinations under this Section 22 shall be made by an independent accounting firm or independent tax counsel appointed by the Company (the “Tax Counsel”) whose determinations shall be conclusive and binding on the Company and Executive for all purposes. For purposes of making the calculations and determinations required by this Section 22, the Tax Counsel may rely on reasonable, good faith assumptions and approximations concerning the application of Section 280G and Section 4999 of the Code. The Company and Executive shall furnish the Tax Counsel with such information and documents as the Tax Counsel may reasonably request in order to make its determinations under this Section 22. The Company shall bear all costs the Tax Counsel may reasonably incur in connection with its services.

Section 24. Survival of Operative Sections.

Upon any termination of Executive’s employment, the provisions of Section 8 through Section 24 of this Agreement (together with any related definitions set forth in Section 1 hereof) shall survive to the extent necessary to give effect to the provisions thereof.

Section 25. Counterparts.

This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument. The execution of this Agreement may be by actual or electronic (including by means of facsimile or email transmission) signature.

*        *        *

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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.

COMPANY

BOXWOOD MERGER CORP.

By:	/s/ Stephen M. Kadenacy
Name:	Stephen M. Kadenacy
Title:	Chief Executive Officer

Signature Page to Employment Agreement

EXECUTIVE

/s/ L. Joe Boyer

L. Joe Boyer

Signature Page to Employment Agreement

APPENDIX A
Definitions

(a) “Accrued Obligations” shall mean (i) all accrued but unpaid Base Compensation through the date of termination of Executive’s employment, (ii) any unpaid or unreimbursed expenses incurred in accordance with Section 7 hereof, (iii) any benefits provided under the Company’s employee benefit plans upon a termination of employment, in accordance with the terms contained therein, and (iv) rights with respect to equity or similar interests of the Company Group, subject to, and in accordance with, the terms and conditions of this Agreement, the Bylaws, the Plan, grant or similar agreement relating to such equity or interests (which, for the avoidance of doubt, shall be consistent with the terms of Section 4(c) of this Agreement).

(b) “Agreement” shall have the meaning set forth in the preamble hereto.

(c) “Annual Bonus” shall have the meaning set forth in Section 4(b).

(d) “Base Compensation” shall mean the annual salary provided for in Section 4(a), which for the avoidance of doubt shall include any increases thereto in accordance with such Section 4(a).

(e) “Board” shall mean the Board of Directors of the Company.

(f) “Bylaws” shall mean the bylaws of the Company, as may be amended and/or restated from time to time.

(g) “Cause” shall mean (i) Executive’s act(s) of gross negligence or willful misconduct in the course of Executive’s employment hereunder, (ii) willful and continued failure or refusal by Executive to materially perform Executive’s duties or responsibilities to the Company Group or to follow the lawful directives of the Board or its designee (other than as a result of death or Permanent Disability), (iii) willful misappropriation (or attempted willful misappropriation) by Executive of any assets or business opportunities of the Company or any other member of the Company Group, (iv) Executive’s conviction of or pleading guilty or nolo contendere to any felony or any crime involving moral turpitude, (v) Executive’s material failure to cooperate in any material way with any audit or investigation of the business or financial practices of the Company Group, (vi) Executive’s commitment of (or attempting to commit) any act of theft, embezzlement, fraud, malfeasance, dishonesty or misappropriation of the Company Group’s property that results in material economic harm to the Company Group, (vii) Executive’s material breach of this Agreement or any other non-competition, non-solicitation, confidentiality, non-disparagement or other restrictive covenant provisions relating to any member of the Company Group by which the Executive may be bound, or (viii) Executive’s material violation of the Company’s code of conduct or other written policy which is reasonably likely to be materially damaging to any member of the Company Group.

(h) “Change in Control” shall have the meaning set forth in the Boxwood Merger Corp. 2019 Omnibus Incentive Plan.

(i) “COBRA” shall mean Section 4980B of the Code and Title 1, Subtitle B, Part 6 of ERISA.

Appendix A - 1

(j) “Code” shall mean the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder.

(k) “Company” shall have the meaning set forth in the preamble hereto.

(l) “Company Group” shall mean, collectively, the Company, its subsidiaries and its affiliates.

(m) “Customer” shall mean any individual, proprietorship, partnership, corporation, association, or other entity that has been solicited or contacted in any material respect by, or purchased or acquired products or services from, the Company Group during the Term of Employment.

(n) “Delay Period” shall have the meaning set forth in Section 14(a) hereof.

(o) “Enhanced Severance” shall mean an amount equal to two hundred and fifty percent (250%) of Executive’s then-applicable Base Compensation, payable in a lump sum.

(p) “Enhanced Severance Term” shall mean the thirty (30) month period following Executive’s termination of employment.

(q) “Executive” shall have the meaning set forth in the preamble hereto.

(r) “Good Reason” shall mean, without Executive’s consent, (i) a material diminution in Executive’s title, duties or responsibilities, (ii) a material reduction in annual base salary or target annual bonus (in each case, as adjusted upwards (if applicable) in accordance with the terms of this Agreement), or (iii) the relocation of Executive’s principal place of employment (as provided in Section 3(c) hereof) more than twenty-five (25) miles from its current location or (iv) any other material breach of a provision of this Agreement by the Company (other than a provision that is covered by clause (i), (ii) or (iii) above); provided, that none of the foregoing events shall constitute Good Reason unless the Company fails to cure such event within thirty (30) days after receipt from the Executive of written notice of the event which constitutes Good Reason as contemplated in Section 8(e), which written notice shall give reasonable specificity in the nature of the circumstances determined by the Executive in good faith to constitute Good Reason; and provided, further, that “Good Reason” shall cease to exist for an event on the sixtieth (60^th) day following the initial occurrence of such event, unless the Executive has given the Company written notice thereof prior to such date. Executive acknowledges and agrees that Executive’s exclusive remedy in the event of any breach of this Agreement shall be to assert Good Reason pursuant to the terms and conditions of Section 8(e) hereof. Notwithstanding the foregoing, during the Term of Employment, in the event that the Company reasonably believes that Executive may have engaged in conduct that could constitute Cause hereunder, the Company may, in its sole and absolute discretion, suspend Executive from performing Executive’s duties hereunder for a period of up to thirty days (with full pay and benefits during such period), and in no event shall any such suspension constitute an event pursuant to which Executive may terminate employment with Good Reason or otherwise constitute a breach hereunder; provided, that no such suspension shall alter the Company’s obligations under this Agreement during such period of suspension.

Appendix A - 2

(s) “Initial Term of Employment” shall mean the period specified in Section 2 hereof.

(t) “Permanent Disability” shall mean any physical or mental disability or infirmity of Executive that prevents, or, in the good faith determination of the Board, would be reasonably likely to prevent, the performance of Executive’s duties for a period of (i) ninety (90) consecutive days or (ii) one hundred twenty (120) non-consecutive days during any twelve (12) month period. Any question as to the existence, extent, or potentiality of Executive’s Permanent Disability shall be determined by a physician mutually agreed to by the Board and the Executive, or absent such agreement, a physician mutually agreed to by a physician selected by the Board and a physician selected by Executive.

(u) “Person” shall mean any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust (charitable or non-charitable), unincorporated organization, or other form of business entity.

(v) “Restricted Period” shall mean the twenty-four (24) month period following Executive’s termination of employment for any reason.

(w) “Severance” shall mean an amount equal to two hundred percent (200%) of Executive’s then-applicable Base Compensation, payable in a lump sum.

(x) “Severance Benefits” shall have the meaning set forth in Section 8(i) hereof.

(y) “Severance Term” shall mean the twenty-four (24) month period following Executive’s termination of employment.

(z) “Term of Employment” shall mean the Initial Term of Employment and the period of any extension thereof in accordance with Section 2 hereof.

Appendix A - 3

Exhibit A

General Release

(Please see attached)

Exhibit A to Employment Agreement

AGREEMENT MAY NOT BE SIGNED
PRIOR TO LAST DAY OF EMPLOYMENT

GENERAL RELEASE

I, L. Joe Boyer, in consideration of and subject to the performance by Boxwood Merger Corp., a Delaware corporation (together with its subsidiaries, the “Company”) of its obligations under the Employment Agreement dated as of August 12, 2019 (the “Agreement”), do hereby release and forever discharge as of the date hereof the Company and each other member of the Company Group (as defined in the Agreement) and their respective direct and indirect, subsidiaries and affiliates and all of their respective present, former and future managers, directors, officers, employees, successors and assigns and their direct or indirect owners (collectively, the “Released Parties”) to the extent provided below (this “General Release”). The Released Parties are intended to be third-party beneficiaries of this General Release, and this General Release may be enforced by each of them in accordance with the terms hereof in respect of the rights granted to such Released Parties hereunder. Terms used herein but not otherwise defined shall have the meanings given to them in the Agreement.

1. I understand that any payments or benefits paid or granted to me under Section 8 of the Agreement represent, in part, consideration for signing this General Release and are not salary, wages or benefits to which I was already entitled. I understand and agree that I will not receive certain of the payments and benefits specified in Section 8 of the Agreement unless I execute this General Release and do not revoke this General Release within the time period permitted hereafter. Such payments and benefits will not be considered compensation for purposes of any employee benefit plan, program, policy or arrangement maintained or hereafter established by the Company or its affiliates.

2. Except as provided in Section 4 and 5 below and except for the provisions of the Agreement which expressly survive the termination of my employment with the Company, I knowingly and voluntarily (for myself, my heirs, executors, administrators and assigns) release and forever discharge the Company and the other Released Parties from any and all claims, suits, controversies, actions, causes of action, cross-claims, counter-claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees or liabilities of any nature whatsoever in law and in equity, both past and present (through the date upon which I sign this General Release) and whether known or unknown, suspected, or claimed against the Company or any of the Released Parties which I, or any of my heirs, executors, administrators or assigns may have, including, claims which arise out of or are connected with my employment with, or my separation or termination from, the Company (including, but not limited to, any allegation, claim or violation arising under: Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967, as amended (including the Older Workers Benefit Protection Act); the Equal Pay Act of 1963, as amended; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Act of 1974; the Rehabilitation Act: the Sarbanes-Oxley Act: the Fair Credit Reporting Act: the Equal Pay Act; the National Labor Relations Act; to the extent permitted by applicable law, any whistleblower, relator, False Claims Actor qui taro claims and/or any personal right to recovery under such claims; the Occupational Safety and Health Act; any applicable Executive Order Programs; the Fair Labor Standards Act; any claims arising under any other federal, state or local civil or human rights law. or under any other local, state, or federal law. regulation or ordinance; or under any public policy, contract or tort, or under common law; or arising under any policies, practices or procedures of the Company; or any claim for wrongful discharge, breach of contract, infliction of emotional distress, defamation; or any claim for costs, fees, or other expenses, including attorneys’ fees incurred in these matters) (all of the foregoing collectively referred to herein as the “Claims”).

Exhibit A- 1

3. I represent that I have made no assignment or transfer of any right, claim, demand, cause of action, or other matter covered by Section 2 above.

4. I agree that this General Release does not waive or release any rights or Claims that I may have under the Age Discrimination in Employment Act of 1967 which arise after the date I execute this General Release. I acknowledge and agree that my separation from employment with the Company shall not serve as the basis for any claim or action (including, any claim under the Age Discrimination in Employment Act of 1967).

5. I acknowledge that I am not waiving and am not being required to waive any right that cannot be waived by private agreement under applicable law, including the right to file an administrative charge or participate in an administrative investigation or proceeding; provided, however, that I disclaim and waive any right to share or participate in any monetary award resulting from the prosecution of such charge or investigation or proceeding. Additionally, I am not waiving (i) any right to the Accrued Obligations or any severance benefits to which I am entitled under the Agreement, (ii) any claim relating to directors’ and officers’ liability insurance coverage or any right of indemnification under the Company’s organizational documents or otherwise to which I am entitled, or (iii) my rights as an equity, interest or security holder in the Company or its subsidiaries.

6. I expressly consent that this General Release shall be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown and unsuspected Claims (notwithstanding any state or local statute that expressly limits the effectiveness of a general release of unknown, unsuspected and unanticipated Claims), if any, as well as those relating to any other Claims hereinabove mentioned or implied. I acknowledge and agree that this waiver is an essential and material term of this General Release and that without such waiver the Company would not have agreed to the terms of the Agreement. I further agree that in the event I should bring a Claim seeking damages against a Released Party, or in the event I should seek to recover against a Released Party in any Claim brought by a governmental agency on my behalf, this General Release shall serve as a complete defense to such Claims to the maximum extent permitted by law. I further agree that I am not aware of any pending claim of the type described in Section 2 above as of the execution of this General Release.

7. I agree that neither this General Release, nor the furnishing of the consideration for this General Release, shall be deemed or construed at any time to be an admission by the Company, any Released Party or myself of any improper or unlawful conduct.

Exhibit A- 2

8. Any non-disclosure provision in this General Release does not prohibit or restrict me (or my attorney) from (i) making any disclosure of information required by law, including providing truthful testimony if required to do so by court order or legal process or (ii) responding to any inquiry about this General Release or its underlying facts and circumstances by the Securities and Exchange Commission (SEC), the Financial Industry Regulatory Authority (FINRA), any other self-regulatory organization or any governmental entity.

9. I hereby acknowledge that Section 8 through Section 24 of the Agreement shall survive my execution of this General Release.

10. I represent that I am not aware of any claim by me other than the claims that are released by this General Release. I acknowledge that I may hereafter discover claims or facts in addition to or different than those which I now know or believe to exist with respect to the subject matter of the release set forth in Section 2 above and which, if known or suspected at the time of entering into this General Release, may have materially affected this General Release and my decision to enter into it.

11. The Company knowingly and voluntarily (on behalf of the Company Group and its successors and assigns) releases and forever discharges me (and my heirs, executors, administrators and assigns) from any and all Claims, which they may have, including, claims which arise out of or are connected with my employment with, or my separation or termination from, provided that nothing herein shall release any Claims related to my fraud or criminal misconduct or that are unknown as of the date that my employment with the Company is terminated.

12. Notwithstanding anything in this General Release to the contrary, this General Release shall not relinquish, diminish, or in any way affect any rights or claims arising out of any breach by the Company or by any Released Party of the Agreement after the date hereof.

13. I hereby confirm that I have returned to the Company any and all property, tangible or intangible, relating to the Company’s and its affiliates’ and subsidiaries’ businesses which I possess or have control over as the date hereof, including, but not limited to, all pricing files, information and data, customer and broker files, information and data, profitability, margin, operating, cost and other financial information and data, product formulation, quality assurance, specifications and new product development-information and data, company-provided credit cards, building or office access cards, keys, computer equipment, tablets, cellular telephone(s), iPhones, BlackBerry(s), and other mobile data devices, manuals, files, documents, records, software, data bases and other data. Notwithstanding the foregoing, the Company agrees that I shall be permitted to retain a copy of all my business contacts.

14. This General Release may not be changed orally and no modification, amendment or waiver of any provision contained in this General Release, or any future representation, promise or condition in connection with the subject matter of this General Release shall be binding upon me unless made in writing signed by both parties.

15. Whenever possible, each provision of this General Release shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this General Release is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this General Release shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

Exhibit A- 3

16. This General Release shall be interpreted in accordance with the laws of the State of Texas without regard to the application of any choice-of-law rules that would result in the application of another state’s laws.

17. This General Release may be executed in multiple counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument. The execution of this General Release may be by actual or electronic (including by means of facsimile or email transmission) signature.

BY SIGNING THIS GENERAL RELEASE, I REPRESENT AND AGREE THAT:

1. I HAVE READ IT CAREFULLY;

2. I UNDERSTAND ALL OF ITS TERMS AND KNOW THAT I AM GIVING UP IMPORTANT RIGHTS, INCLUDING BUT NOT LIMITED TO, RIGHTS UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967. AS AMENDED;

3. I VOLUNTARILY CONSENT TO EVERYTHING IN IT;

4. I HAVE BEEN ADVISED OF MY OPPORTUNITY TO CONSULT WITH AN ATTORNEY OF MY OWN CHOOSING BEFORE EXECUTING IT AND I HAVE DONE SO OR, AFTER CAREFUL READING AND CONSIDERATION, I HAVE CHOSEN NOT TO DO SO OF MY OWN VOLITION;

5. I HAVE HAD AT LEAST [21] [45] DAYS FROM THE DATE OF MY RECEIPT OF THIS RELEASE TO CONSIDER IT, AND ANY CHANGES MADE SINCE MY ORIGINAL RECEIPT OF THIS RELEASE HAVE NOT RESTARTED THE |21||45]-DAY REVIEW PERIOD;

6. I UNDERSTAND THAT I HAVE SEVEN (7) DAYS AFTER THE EXECUTION OF THIS RELEASE TO REVOKE IT AND THAT THIS RELEASE SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE REVOCATION PERIOD HAS EXPIRED;

7. I HAVE SIGNED THIS GENERAL RELEASE KNOWINGLY AND VOLUNTARILY AND WITH THE ADVICE OF ANY COUNSEL RETAINED TO ADVISE ME WITH RESPECT TO IT; AND

8. I AGREE THAT THE PROVISIONS OF THIS GENERAL RELEASE MAY NOT BE AMENDED, WAIVED. CHANGED OR MODIFIED EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY AN AUTHORIZED REPRESENTATIVE OF THE COMPANY AND BY ME.

SIGNED: DATED:

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Exhibit A- 4

IN WITNESS WHEREOF, the undersigned have executed this General Release as of the date first above written.

COMPANY

BOXWOOD MERGER CORP.

By:

Name:

Title:

Signature Page to General Release

EXECUTIVE

L. Joe Boyer

Signature Page to General Release

EX-10.3

Exhibit 10.3

STOCKHOLDER SUPPORT AGREEMENT

This Stockholder Support Agreement (this “Agreement”) is made as of August 12, 2019 by and among Atlas Technical Consultants Holdings LP, a Delaware limited partnership (“Seller”), Boxwood Sponsor LLC, a Delaware limited liability company (“Sponsor”), and the parties listed as signatories to this Agreement (a “Stockholder”). Seller, Sponsor are sometimes individually referred to in this Agreement as a “Party” and collectively as the “Parties”.

WHEREAS, the Stockholders are stockholders of Boxwood Merger Corp., a Delaware corporation (“Parent”);

WHEREAS, Parent, Seller, Atlas TC Holdings LLC (“Holdings”), Atlas TC Buyer LLC (the “Buyer”) and Atlas Intermediate Holdings LLC, a Delaware limited liability company (“Company”), propose to enter into a unit purchase agreement, dated as of the date hereof (as the same may be amended from time to time, the “Purchase Agreement”), pursuant to which, upon the terms and subject to the conditions set forth therein, Buyer will acquire a certain number of the equity interests of Company (such transaction, together with the other transactions contemplated by the Purchase Agreement, the “Transactions”); and

WHEREAS, as a condition to its willingness to enter into the Purchase Agreement, Seller has required that each Stockholder execute and deliver this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants, agreements and conditions set forth in this Agreement, and intending to be legally bound hereby, each of the undersigned hereby agree as follows:

This Stockholder Support Agreement (this “Agreement”) is made as of August 12, 2019 by and among Atlas Technical Consultants Holdings LP, a Delaware limited partnership (“Seller”), Boxwood Sponsor LLC, a Delaware limited liability company (“Sponsor”), and the parties listed as signatories to this Agreement (a “Stockholder”). Seller, Sponsor are sometimes individually referred to in this Agreement as a “Party” and collectively as the “Parties”.

WHEREAS, the Stockholders are stockholders of Boxwood Merger Corp., a Delaware corporation (“Parent”);

WHEREAS, Parent, Seller, Atlas TC Holdings LLC (“Holdings”), Atlas TC Buyer LLC (the “Buyer”) and Atlas Intermediate Holdings LLC, a Delaware limited liability company (“Company”), propose to enter into a unit purchase agreement, dated as of the date hereof (as the same may be amended from time to time, the “Purchase Agreement”), pursuant to which, upon the terms and subject to the conditions set forth therein, Buyer will acquire a certain number of the equity interests of Company (such transaction, together with the other transactions contemplated by the Purchase Agreement, the “Transactions”); and

WHEREAS, as a condition to its willingness to enter into the Purchase Agreement, Seller has required that each Stockholder execute and deliver this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants, agreements and conditions set forth in this Agreement, and intending to be legally bound hereby, each of the undersigned hereby agree as follows:

Section 1. Definitions. As used herein the term (a) “Beneficially Own” (including its correlative meanings, “Beneficial Ownership”) has the meaning set forth in Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, as the same may be amended from time to time, (b) “Voting Shares” means all securities of Parent entitled to vote in the election of directors of Parent and Beneficially Owned by any Stockholder, including any and all securities of Parent acquired and held in such capacity subsequent to the date hereof, and (c) “Stockholder Material Adverse Effect” means any occurrence, condition, change, development, event, or effect that, individually or in the aggregate, prevents or materially impairs the ability of Stockholder to consummate the transactions contemplated by this Agreement. Capitalized terms used and not defined herein shall have the respective meanings assigned to them in the Purchase Agreement.

Section 2. Representations and Warranties of Stockholder. Each Stockholder hereby represents and warrants to the Seller, solely with respect to such Stockholder and such Stockholder’s Beneficial Ownership of its, his or her Parent Interests (as defined below), as follows:

(a) Organization; Authorization. If such Stockholder is not an individual, it is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is incorporated, formed, organized or constituted, and and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby are within such Stockholder’s corporate, limited liability Parent or organizational powers and have been duly authorized by all necessary corporate, limited liability company or organizational actions on the part of such Stockholder. If such Stockholder is an individual, such Stockholder has full legal capacity, right and authority to execute and deliver this Agreement and to perform his or her obligations hereunder. Each Stockholder has the power and authority to execute and deliver this Agreement, to perform its, his or her obligations under this Agreement and to consummate the transactions contemplated by this Agreement. This Agreement has been duly authorized, executed and delivered by each Stockholder, and when duly authorized, executed and delivered by such Stockholder, constitutes the legal, valid and binding obligations of such Stockholder, enforceable against such Stockholder in accordance with its terms (except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies).

(b) Consents and Approvals; No Violation. None of the execution and delivery of this Agreement, the performance by such Stockholder of his, her or its obligations hereunder or the consummation of the transactions contemplated hereby will (i) violate or result in any breach of such Stockholder’s Governing Documents (as applicable), (ii) result in any material breach of, or constitute a material default under (or constitute an event which with the giving of notice or lapse of time, or both, would become a material default), or give to any third party (other than a Governmental Entity) any right of termination, consent, acceleration or cancellation of, or result in the creation of any Lien on any of the assets of such Stockholder pursuant to any Contract to which such Stockholder is a party or by which such assets are bound, or (iii) materially violate or result in a material breach of any Law applicable to such Stockholder. No approval of a Governmental Entity is required to be made or obtained by such Stockholder in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby, except (A) as would not reasonably be expected to have a material adverse effect on the ability of Buyer to consummate the Transactions and (B) compliance with any applicable requirements of any applicable securities Laws, whether federal, state or foreign.

(c) Litigation. As of the date of this Agreement, there is no Proceeding pending or, to the knowledge of such Stockholder, threatened, against such Stockholder before or by any Governmental Entity, which challenges or seeks an Order restraining, enjoining or otherwise prohibiting or making illegal any of the transactions contemplated by this Agreement or the performance by such Stockholder of his, her or its obligations hereunder. For purposes of this Section 2, “knowledge of such Stockholder” means the knowledge of the directors and officers of such Stockholder if such Stockholder is not an individual.

(d) Ownership of Shares. Schedule A sets forth all Voting Shares and options, warrants or other rights to acquire any additional securities of Parent Beneficially Owned by each Stockholder as of the date of this Agreement (collectively, the “Parent Interests”). (i) Each Stockholder Beneficially Owns its, his or her Parent Interests free and clear of all Liens or any other limitation or restriction affecting any such Parent Interest and (ii) there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which such Stockholder is a party relating to the pledge, acquisition, disposition, transfer or voting of Voting Shares and there are no voting trusts or voting agreements with respect to the Parent Interests, except for such encumbrances, rights, agreements, arrangements or commitments set forth in the Third Amended and Restated Limited Liability Company Agreement of Sponsor, effective as of November 15, 2018, as it may be amended from time to time, and that certain Letter Agreement, dated November 15, 2018 (the “Letter Agreement”), by and among Parent, members of the Parent’s board of directors and/or management team signatories thereto, and the Sponsor. As of the date of this Agreement, each Stockholder does not Beneficially Own or own of record any Parent Interests other than the Parent Interests set forth on Schedule A.

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(e) Brokerage Fees. Except as described on Schedule 5.3 of the Purchase Agreement, no financial advisor, investment banker, broker, finder or other similar intermediary is entitled to any fee or commission from the Parent, Buyer, Company, Holdings or any of their respective Affiliates in connection with the Purchase Agreement, the agreements ancillary thereto, this Agreement or any of the respective transactions contemplated thereby and hereby, in each case, based upon any arrangement or agreement made by or, to the knowledge of such Stockholder, on behalf of such Stockholder, for which the Parent, Buyer, Company, Holdings or any of their respective Subsidiaries would have any Liabilities of any kind or nature.

(f) Affiliate Arrangements. Except as set forth on Schedule B attached hereto, neither such Stockholder nor anyone related by blood, marriage or adoption to such Stockholder, or to the actual knowledge of such Stockholder, any Person in which such Stockholder has a direct or indirect legal, contractual or beneficial ownership of 5% or greater, is party to, or has any rights with respect to or arising from, any Contract with the Buyer or its Subsidiaries.

(g) Acknowledgement. Such Stockholder understands and acknowledges that each of the Buyer and Seller is entering into the Purchase Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement.

Section 3. Agreement to Vote Shares; Irrevocable Proxy.

(a) During the term of this Agreement, each Stockholder (in such capacity and not in any other capacity) irrevocably and unconditionally hereby agrees that at any meeting (whether annual or special and each adjourned or postponed meeting) of the stockholders of Parent, however called, or in connection with any written consent of the stockholders of Parent, such Stockholders shall (i) appear at such meeting or otherwise cause all of the Voting Shares Beneficially Owned by such Stockholder (other than any securities underlying warrants of Parent that have not been exercised as of such date) to be counted as present thereat for purposes of calculating a quorum and (ii) vote or cause to be voted (including by proxy or written consent, if applicable) all of the Voting Shares Beneficially Owned by such Stockholder: (A) in favor of the Parent Stockholder Voting Matters set forth in Parent’s proxy statement (including any proxy supplements thereto) to be filed by Parent with the United States Securities and Exchange Commission, (B) against (1) any proposal or offer from any Person (other than Parent or any of its Affiliates) that is not a Parent Stockholder Voting Matter concerning (x) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving Parent, (y) the issuance or acquisition of shares of capital stock or other equity securities of Parent, or (z) the sale, lease, exchange or other disposition of any significant portion of Parent’s properties or assets and (2) any action, proposal, transaction or agreement that would reasonably be expected to prevent or impair the ability of Parent to consummate the Transactions or the fulfillment of Parent’s conditions to the consummation of the Transaction under the Purchase Agreement, and (3) any action, proposal, transaction or agreement that would or would reasonably be expected to result in a material breach in any respect of any covenant, representation or warranty or any other obligation or agreement of Parent contained in the Purchase Agreement, or of any Stockholder contained in this Agreement, and (C) in favor of any proposal to adjourn or postpone the Parent Stockholder Meeting to a later date if there are not sufficient votes to approve the Parent Stockholder Voting Matters. For the avoidance of doubt, each Stockholder shall retain at all times the right to vote any Voting Shares Beneficially Owned in its sole discretion, and without any other limitation, on any matters other than those explicitly set forth in this Section 3 that are at any time or from time to time presented for consideration to Parent’s Stockholders.

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(b) Each Stockholder hereby appoints Seller and any designee of Seller (determined in Seller’s sole discretion), as its proxies and attorneys-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Voting Shares solely in accordance with Section 3(a). This proxy and power of attorney is given to secure the performance of the duties of Stockholder under this Agreement. Each Stockholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by Stockholder shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in Law to support an irrevocable proxy. Each Stockholder represents that any proxies heretofore given in respect of the Voting Shares, if any, are revocable, and hereby revokes any and all prior proxies granted by such Stockholder with respect to the Voting Shares. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement.

Section 4. No Voting Trusts or Other Arrangement. Except as set forth herein, each Stockholder agrees that such Stockholder will not, and will not permit any entity under such Stockholder’s control to, following the date of this Agreement, deposit any Parent Interests in a voting trust, grant any proxies with respect to the Voting Shares or subject any of the Voting Shares to any arrangement with respect to the voting of the Voting Shares. Each Stockholder hereby revokes any and all previous proxies and attorneys in fact with respect to the Voting Shares.

Section 5. Transfer and Encumbrance. Each Stockholder agrees that during the term of this Agreement, such Stockholder will not, prior to the approval of the Parent Stockholder Voting Matters, directly or indirectly, transfer, sell, exchange, assign, hypothecate, pledge or otherwise dispose of or encumber (“Transfer”) any of his, her or its Voting Shares or enter into any contract, option, derivative or other agreement with respect to, or consent to, a Transfer of, any of his, her or its Voting Shares or Stockholder’s voting or economic interest therein, where such Transfer would (a) occur prior to the approval of the Parent Stockholder Voting Matters and (b) would result in such Stockholder not having the right to vote such Stockholder’s Parent Interests on the Parent Stockholder Voting Matters. Any attempted Transfer of Voting Shares or any interest therein in violation of this Section 5 shall be null and void.

Section 6. Appraisal and Dissenters’ Rights; Actions. Each Stockholder (a) hereby waives, and agrees not to assert or perfect, any rights of appraisal or rights to dissent from the Transactions that such Stockholder may have pursuant to the Delaware General Corporation Law or otherwise by virtue of ownership of the Voting Shares, and (b) agrees not to commence or join in, and agrees to take all actions necessary to opt out of, any class in any class action with respect to any claim, derivative or otherwise, against Parent, Holdings, Buyer, Seller, Company or any of their respective successors alleging breach of any fiduciary duty of any Person in connection with the negotiation and entry into the Purchase Agreement or any ancillary agreements contemplated therein.

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Section 7. Redemption, Conversion Rights and Registration Rights. Each Stockholder agrees not to (a) exercise any right to redeem or convert (other than the conversion of the shares of Class F common stock into shares of Class A common stock of Parent upon consummation of the Transactions) any Parent Interests as of the date hereof or acquired and held in such capacity subsequent to the date hereof, or (b) exercise any registration rights or other rights with respect to any Parent Interests as of the date hereof or acquired and held in such capacity subsequent to the date hereof.

Section 8. Stockholder Agreements.

(a) Each applicable Stockholder shall comply with, and fully perform all of its obligations, covenants and agreements set forth in the Letter Agreement.

(b) During the period commencing on the date hereof and ending on the earlier of the Closing and the termination of the Purchase Agreement pursuant to Article VII thereof, each Stockholder shall not modify or amend any Contract or similar arrangement between or among such Stockholder, anyone related by blood, marriage or adoption to such Stockholder or any Affiliate of such Stockholder (other than the Buyer), on the one hand, and the Buyer, on the other hand, including, for the avoidance of doubt, the Letter Agreement.

(c) Each Stockholder hereby covenants that such Stockholder shall not enter into any Contract or similar arrangement that would restrict, limit or interfere with the performance of such Stockholder’s obligations hereunder.

Section 9. No Solicitation of Transactions.

(a) During the term of this Agreement, each Stockholder shall not, and, to the extent applicable, shall cause its Affiliates, officers, directors, employees, representatives, consultants, financial advisors, attorneys, accountants or other agents not to, (a) take any action, directly or indirectly, to initiate, solicit, facilitate or encourage (including by way of furnishing or affording access to any confidential or non-public material information) a Business Combination other than as contemplated by the Purchase Agreement, (b) participate in any discussions or negotiations relating to a Business Combination other than as contemplated by the Purchase Agreement, (c) enter into any Contract (including any letter of intent or confidentiality agreement) providing for a Business Combination other than as contemplated by the Purchase Agreement, or (d) furnish or provide any non-public information or data regarding Parent, Holdings, Buyer, Seller or Company, or afford access to the business, properties, assets or employees of Parent, to any Person except in the ordinary course of business consistent with past practice, and in any event, not in connection with or in response to any transactions that would or would reasonably be expected to lead to or result in a Business Combination other than as contemplated by the Purchase Agreement.

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Section 10. Termination. This Agreement shall terminate upon and be of no further force or effect upon the earliest to occur of (a) the Closing and (b) the termination prior to the Closing of the Purchase Agreement in accordance with its terms. Upon termination of this Agreement, no party shall have any further obligations or liabilities under this Agreement; provided, however, that the termination of this Agreement shall not relieve any party hereto from liability arising in respect of any breach of this Agreement prior to such termination. This Section 10 shall survive the termination of this Agreement.

Section 11. Press Releases. Each Stockholder shall be bound by and comply with Section 6.7(a) of the Purchase Agreement.

Section 12. New Shares. In the event that (a) any Voting Shares, options, warrants or other rights to acquire any additional securities of Parent are issued to a Stockholder after the date of this Agreement pursuant to any stock dividend, stock split, recapitalization, reclassification, combination or exchange of shares of Parent of, on or affecting the Parent Interests, (b) a Stockholder purchases or otherwise acquires Beneficial Ownership of any Voting Shares, options, warrants or other rights to acquire any additional securities of Parent after the date of this Agreement, or (c) a Stockholder acquires the right to vote or share in the voting of any Voting Shares, options, warrants or other rights to acquire any additional securities of Parent after the date of this Agreement (such Voting Shares, options, warrants or other rights to acquire any additional securities of Parent, collectively the “New Shares”), then such New Shares acquired or purchased by such Stockholder shall be subject to the terms of this Agreement as “Parent Interests” to the same extent as if they constituted the Parent Interests owned by such Stockholder as of the date hereof.

Section 13. Further Assurances. Each Stockholder shall take, or cause to be taken, all actions and do, or cause to be done, all things reasonably necessary under applicable Laws to consummate the Transactions on the terms and subject to the conditions set forth herein and in the Purchase Agreement.

Section 14. Notices. All notices, demands, requests, instructions, claims, consents, waivers and other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given (a) when personally delivered (or, if delivery is refused, upon presentment), received by fax or email (with hard copy to follow) prior to 5:00 p.m. Central Time on a Business Day or delivery by reputable overnight express courier (charges prepaid) or (b) three days following mailing by certified or registered mail, postage prepaid and return receipt requested. Unless another address is specified in writing, notices, demands and communications shall be sent to the addresses indicated below:

If to a Stockholder, to the address included on such Stockholder’s signature page hereto with a copy (which shall not constitute notice) to:

Winston & Strawn LLP

200 Park Avenue

New York, New York 10166-4193

Attention: Joel Rubinstein
Jason Osborn

Fax: (212) 294-4700

Email: jrubinstein@winston.com
josborn@winston.com

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If to Seller to:

Atlas Technical Consultants Holdings LP

13215 Bee Cave Parkway

Bldg. A, Suite 260

Austin, Texas 78738

Attention: L. Joseph Boyer

Email: joe.boyer@atlastechnical.us

with a copy (which shall not constitute notice) to:

c/o Bernhard Capital Partners

400 Convention St., Suite 1010

Baton Rouge, Louisiana 70802

Attention: Mark Spender
Christopher Dillon
Lucie Kantrow

Fax: (225) 454-6957

Email: mark@bernhardcapital.com
chris@bernhardcapital.com
lucie@bernhardcapital.com

and

Kirkland & Ellis LLP

609 Main Street

Houston, Texas 77002

Attention: William J. Benitez, P.C.
Julian J. Seiguer, P.C.

Fax: (713) 836-3601

Email: william.benitez@kirkland.com
julian.seiguer@kirkland.com

Section 15. Miscellaneous.

(a) Except as set forth in the Purchase Agreement, whether or not the Transactions are consummated, all fees and expenses incurred in connection with this Agreement and the transactions contemplated by this Agreement, including the fees and disbursements of counsel, financial advisors and accountants, shall be paid by the Party incurring such fees or expenses.

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(b) Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable Law, but if any provision of this Agreement or the application of any such provision to any Person or circumstance shall be held to be prohibited by or invalid, illegal or unenforceable under applicable Law in any respect by a court of competent jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity, illegality or unenforceability, without invalidating the remainder of such provision or the remaining provisions of this Agreement. Furthermore, in lieu of such illegal, invalid or unenforceable provision, there shall be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible.

(c) This Agreement is binding upon, inures to the benefit of and is enforceable by the Parties and their respective successors and permitted assigns. Neither this Agreement nor any right, interest or obligation hereunder may be assigned by any Party without the prior written consent of the other Party, and any attempt to do so will be void, except for assignments and transfers by operation of Law.

(d) The headings used in this Agreement have been inserted for convenience of reference only and do not modify, define or limit any of the terms or provisions hereof.

(e) Each of the Parties irrevocably agrees that any legal action or proceeding with respect to this Agreement or the transactions contemplated hereby shall be brought and determined by Court of Chancery of the State of Delaware and the federal courts of the United States of America in the State of Delaware and each of the Parties irrevocably submits to the exclusive jurisdiction of such courts solely in respect of any legal proceeding arising out of or related to this Agreement or the transactions contemplated hereby. The Parties further agree that the Parties shall not bring suit with respect to any disputes arising out of this Agreement or the transactions contemplated hereby in any court or jurisdiction other than the above specified courts; provided, however, that the foregoing shall not limit the rights of the Parties to obtain execution of judgment in any other jurisdiction. The Parties further agree, to the extent permitted by Law, that a final and nonappealable judgment against a Party in any action or proceeding contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgment.

(f) EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AND WITH RESPECT TO ANY COUNTERCLAIM RELATED THERETO.

(g) This Agreement and the Purchase Agreement supersede all prior discussions and agreements between the Parties and/or their Affiliates with respect to the subject matter hereof and contains the sole and entire agreement between the Parties and their Affiliates with respect to the subject matter hereof; provided, that during the term of this Agreement, the transfer restrictions expressly set forth in Section 5 hereof shall be considered additive to any transfer restrictions in any other agreement between the Parties and their Affiliates containing restrictions on the transfer of any Parent Interests. Each Party acknowledges and agrees that, in entering into this Agreement, such Party has not relied on any promises or assurances, written or oral that are not reflected in this Agreement or the Purchase Agreement.

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(h) The Law of the State of Delaware shall govern (i) all claims or matters related to or arising from this Agreement (including any tort or non-contractual claims) and (ii) any questions concerning the construction, interpretation, validity and enforceability of this Agreement, and the performance of the obligations imposed by this Agreement, in each case without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Law of any jurisdiction other than the State of Delaware.

(i) The Parties acknowledge that the rights of each Party to consummate the transactions contemplated hereby are unique and recognize and affirm that in the event of a breach of this Agreement by any Party, money damages may be inadequate and the non-breaching Party may have no adequate remedy at law. Accordingly, the Parties agree that such non-breaching Party shall have the right, in addition to any other rights and remedies existing in their favor at Law or in equity, to enforce its rights and the other Party’s obligations hereunder not only by an action or actions for damages but also by an action or actions for specific performance, injunctive and/or other equitable relief (without posting of bond or other security), including any order, injunction or decree sought by Parent to cause any Stockholder to perform its agreements and covenants contained in this Agreement. Each Party further agrees that the only permitted objection that it may raise in response to any action for equitable relief is that it contests the existence of a breach or threatened breach of this Agreement.

(j) This Agreement may be executed and delivered in one or more counterparts and by fax or email, each of which shall be deemed an original and all of which shall be considered one and the same agreement. No Party shall raise the use of a fax machine or email to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of a fax machine or email as a defense to the formation or enforceability of a Contract and each Party forever waives any such defense.

(k) No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by the Parties. No waiver of any provision or condition of this Agreement shall be valid unless the same shall be in writing and signed by the Party against which such waiver is to be enforced. No waiver by any Party of any default, breach of representation or warranty or breach of covenant hereunder, whether intentional or not, shall be deemed to extend to any other, prior or subsequent default or breach or affect in any way any rights arising by virtue of any other, prior or subsequent such occurrence.

(l) Each Stockholder is entering into this Agreement in its, his or her capacity as a stockholder of Parent and, notwithstanding anything to the contrary in this Agreement, nothing in this Agreement is intended or shall be construed to require any Person, in his or her capacity as a director and/or officer of Parent to act or fail to act in accordance with his, her or its fiduciary duties in such director and/or officer capacity. Furthermore, no Person makes any agreement or understanding herein in his, her or its capacity as a director and/or officer of Parent. The Parties acknowledge that nothing in this Agreement shall restrict Parent and Parent’s board of directors from taking any action permitted by and in accordance with the Purchase Agreement.

(m) The Parties recognize and affirm that in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached, money damages would be inadequate (and therefore the non-breaching Party would have no adequate remedy at Law) and the non-breaching Party would be irreparably damaged. Accordingly, each Party agrees that each other Party shall be entitled to specific performance, an injunction or other equitable relief (without posting of bond or other security or needing to prove irreparable harm) to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any Proceeding, in addition to any other remedy to which such Person may be entitled.

* * * * *

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The Parties have executed this Stockholder Support Agreement as of the date first above written.

ATLAS TECHNICAL CONSULTANTS HOLDINGS LP
By:	Atlas Technical Consultants Holdings GP LLC
Its:	General Partner
By:	/s/ L. Joe Boyer
Name:	L. Joe Boyer
Title:	Chief Executive Officer
Boxwood SPONSOR LLC
By:	/s/ Stephen M. Kadenacy
Name:	Stephen M. Kadenacy
Title:	Chief Executive Officer
MIHI BOXWOOD SPONSOR, LLC
By:	/s/ Tobias Bachteler
Name:	Tobias Bachteler
Title:	Vice President
By:	/s/ Jin Chun
Name:	Jin Chun
Title:	Vice President
MIHI LLC
By:	/s/ Tobias Bachteler
Name:	Tobias Bachteler
Title:	Vice President
By:	/s/ Jin Chun
Name:	Jin Chun
Title:	Vice President

Signature Page to Stockholder Support Agreement

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BOXWOOD MANAGEMENT COMPANY, LLC
By:	/s/ Stephen M. Kadenacy
Name:	Stephen M. Kadenacy
Title:	Chief Executive Officer

/s/ Daniel E. Esters

Daniel E. Esters

/s/ Richard A. Gadbois

Richard A. Gadbois

/s/ Stephen M. Kadenacy

Stephen M. Kadenacy

/s/ Alan P. Krusi

Alan P. Krusi

/s/ David Lee

David Lee

/s/ Duncan Murdoch

Duncan Murdoch

/s/ Joseph E. Reece

Joseph E. Reece

Signature Page to Stockholder Support Agreement

SCHEDULE A

Beneficial Ownership of Securities

Stockholder	Number of Shares			Number of Warrants
Boxwood Sponsor LLC		5,175,000	1		3,750,000	2
Joseph E. Reece		25,000			—
Richard A. Gadbois		25,000			—
Alan P. Krusi		25,000			—
Total		5,250,000			3,750,000

¹ Includes 4,925,000 shares of Class F common stock and 250,000 shares of Class A common stock underlying private placement units.

² Includes 3,500,000 private placement warrants and 250,000 private placement warrants underlying private placement units.

Schedule A to Stockholder Support Agreement

EX-99.1

Exhibit 99.1

Boxwood Merger Corp. and Atlas Technical Consultants Announce Business Combination

Combined Company Expected to be Listed on The Nasdaq Stock Market

Will Create Leading Publicly-Traded National Provider of Professional and Technical Services

Experienced Atlas Technical Consultants Management Team to Lead Combined Company

Stephen Kadenacy, Boxwood’s Chairman and CEO, to Serve as Executive Chairman of Combined Company

Joint Investor Conference Call Scheduled for August 13, 2019 at 10 AM ET

AUSTIN, TX (August 13, 2019) – Boxwood Merger Corp. (Nasdaq: BWMC, BWMCU and BWMCW) (“Boxwood”), a publicly-traded special purpose acquisition company, and Atlas Intermediate Holdings LLC (“Atlas”) (combined together with Boxwood, the “Company”), a leading provider of professional testing, inspection, engineering and consulting services, announced today that they have entered into a definitive agreement whereby Atlas will become a wholly-owned indirect subsidiary of Boxwood. Atlas is currently a portfolio company of Bernhard Capital Partners (“Bernhard Capital”). The new company will be well-positioned to benefit from favorable tailwinds, including the growing need to inspect, service, repair and invest in U.S. infrastructure.

Immediately following the proposed transaction, Boxwood intends to change its name to Atlas Technical Consultants, Inc. (“Atlas Technical”) and its shares of Class A common stock are expected to continue to be listed on The Nasdaq Stock Market under the ticker symbol “ATCX.” Bernhard Capital and the Atlas management team will retain a significant equity stake in Atlas Technical at the closing of the proposed transaction.

Headquartered in Austin, Texas, Atlas provides mission-critical technical services that help its public and private sector clients test, inspect, certify, plan, design and manage a wide variety of projects across the transportation, commercial, industrial, government, education and other nonresidential markets. Atlas serves as a trusted advisor to its clients, which include government agencies, quasi-public entities, schools, hospitals, utilities and airports, as well as private sector clients across a variety of industries. Approximately 95% of Atlas’ revenues are generated from clients that have tenures longer than 10 years.

Atlas’ testing, inspection and quality assurance services require a high degree of technical expertise, as clients rely on Atlas to ensure that their structures are designed, engineered, built and maintained in accordance with building codes, regulations and the highest quality standards. Atlas’ highly technical infrastructure services are delivered through a nationwide footprint, as its approximately 2,100 highly-skilled, technical staff of scientists, engineers, inspectors and other field experts operate from over 140 offices located across 40 states.

Since its inception, Atlas has strategically expanded its footprint and capabilities through acquisitions of premier national and large regional technical service companies to create an unmatched platform. This includes, among others: the acquisitions of PaveTex Engineering, specializing in materials engineering and testing, quality control testing, and construction quality assurance; Moreland Altobelli Associates, a full-service engineering, design and program management firm; Engineering Testing Services, a provider of innovative quality control testing and inspection solutions for construction material manufacturers; and its most recent combination with ATC Group Services, a leading integrated environmental engineering consulting firm with over 40 years of experience.

Upon the closing of the proposed transaction, the Company will be led by Atlas’ highly experienced management team, including Chief Executive Officer L. Joe Boyer and Chief Financial Officer Walter Powell, who will continue to serve in their respective roles. Mr. Boyer possesses more than 30 years of experience in the technical services industry and Mr. Powell has over 25 years of financial and audit expertise in both public and private companies. Stephen Kadenacy, Chairman and Chief Executive Officer of Boxwood, will become Atlas’ Executive Chairman upon the closing of the transaction, bringing with him his unique combination of C-suite experience, industry acumen and deep knowledge of M&A and capital markets.

“Atlas is precisely the kind of company that we were looking for since our IPO,” commented Mr. Kadenacy. “It’s a high margin, low risk, pure technical services company with a national platform, serving a diverse base of clients with long-standing relationships. Atlas has a recurring and contracted revenue base derived mostly from non-discretionary testing and inspection projects required by regulatory agencies, and is strategically positioned to benefit from the growing need to service, repair and rebuild the nation’s aging infrastructure. We expect to deliver both organic and acquisitive growth while continuing the best-in-class cash flow performance that Atlas has achieved since its inception. Additionally, this is a 95% time and materials and cost-plus business with a multi-year backlog that provides exceptional visibility into its growth trajectory. We believe Atlas exhibits all of the key factors central to our strategy.”

“This transaction directly aligns with our intention to enter the public markets as we look to realize the full growth potential of our purpose-built platform,” said Mr. Boyer. “We are proud to partner with Boxwood at this unique inflection point in the evolution of our company as we capitalize on our multi-pronged growth strategy to expand our market share and become the preferred provider of professional and technical services in our industry. We look forward to further extending the reach of our platform by cross-selling our diverse set of services to existing customers while attracting new customers through our enhanced platform of capabilities.”

Transaction Summary

The transaction reflects an implied enterprise value at closing of $709.5 million for the Company, based on current assumptions, excluding the net present value of an anticipated tax benefit of $55 million. Upon the closing of the proposed transaction, Boxwood will be reorganized in an “Up-C” structure. The cash component of the purchase price to be paid to the existing Atlas equity holders is expected to be funded by Boxwood’s cash in trust and debt financing, for which a commitment has been obtained. The balance of the consideration payable to the existing Atlas equity holders will consist of rollover equity in the Company and a subsidiary thereof to facilitate the company’s “Up-C” structure. Bernhard Capital and the Atlas management team will remain investors by rolling over significant equity into the Company and such subsidiary.

The boards of directors of both Boxwood and Atlas have approved the proposed transaction. Completion of the proposed transaction is subject to Boxwood stockholder approval and other customary closing conditions. The parties expect that the proposed transaction will be completed in the fourth quarter of 2019.

Advisors

Greenhill & Co. and Macquarie Capital are acting as financial advisors to Boxwood and BofA Merrill Lynch, Morgan Stanley, Macquarie Capital and Helena Capital Advisors are acting as capital markets advisors to Boxwood. Boxwood has secured committed debt financing for the transaction from Macquarie Capital and Natixis. Winston & Strawn LLP and Atrium LLP are serving as legal advisors to Boxwood and Kirkland & Ellis LLP is acting as legal advisor to Atlas.

Investor Conference Call Information

Boxwood and Atlas will host a joint investor conference call to discuss the proposed transaction on August 13, 2019 at 10 AM ET.

Interested parties may listen to the call via telephone by dialing 1-877-407-9716 (Domestic) or 1-201-493-6779 (International). A telephone replay will be available shortly after the call and can be accessed by dialing 1-844-512-2921 (Domestic) or 1-412-317-6671 and entering pass code: 13693526.

The conference call webcast and a related investor presentation with more detailed information regarding the proposed transaction will be available in the Investor Information section of the Boxwood website at www.boxwoodmc.com. The investor presentation has been furnished by Boxwood with the SEC under cover of a Current Report on Form 8-K, which can be viewed at the SEC’s website at www.sec.gov.

About Boxwood Merger Corp.

Boxwood Merger Corp. is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Boxwood’s business strategy is to target, identify and complete an initial business combination with a company that provides technical and industrial services across a broad range of industries to leverage the experience of Boxwood’s management team. Boxwood raised $200 million in its initial public offering and began trading on Nasdaq in November 2018. Its shares of Class A common stock, units and warrants trade under the ticker symbols “BWMC,” “BMWCU” and “BWMCW,” respectively.

About Atlas

Headquartered in Austin, Texas, Atlas is a leading provider of professional testing, inspection engineering and consulting services, offering solutions to public and private sector clients in the transportation, commercial, water, government, education and industrial markets. With offices located throughout the United States, the Company provides a broad range of mission-critical technical services, helping clients test, inspect, certify, plan, design, and manage a wide variety of projects across diverse end markets. For more information, go to https://www.oneatlas.com/.

About Bernhard Capital Partners

Bernhard Capital Partners is a services-focused private equity management firm established in 2013 by Jim Bernhard, Jeff Jenkins and a team of experienced private equity professionals. Bernhard Capital seeks to create sustainable value by leveraging its founding partners’ experience in acquiring, operating and growing services businesses. From strategic industry insight to operational efficiencies and best-practice management, Bernhard Capital looks to provide resources far beyond its investments. Bernhard Capital portfolio companies include Atlas Technical Consultants, Bernhard, Brown and Root, Charah Solutions, Epic Piping, The Lemoine Company and United Utility.

No Offer or Solicitation

This press release is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities pursuant to the proposed transactions and other transactions described herein or otherwise, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Important Information For Investors and Stockholders

In connection with the proposed transaction, Boxwood intends to file preliminary and definitive proxy statements with the SEC. The preliminary and definitive proxy statements and other relevant documents will be sent or given to the stockholders of Boxwood as of the record date established for voting on the proposed transaction and will contain important information about the proposed transaction and related matters. Boxwood stockholders and other interested persons are advised to read, when available, the preliminary proxy statement and any amendments thereto and, once available, the definitive proxy statement, in connection with Boxwood’s solicitation of proxies for the meeting of stockholders to be held to approve, among other things, the proposed transaction, because the proxy statement will contain important information about Boxwood, Atlas and the proposed transaction. When available, the definitive proxy statement will be mailed to Boxwood stockholders as of a record date to be established for voting on the proposed transaction. Stockholders will also be able to obtain copies of the proxy statement, without charge, once available, at the SEC’s website at www.sec.gov. Copies of the documents filed with the SEC by Boxwood when and if available, can be obtained free of charge on Boxwood’s website at www.boxwoodmc.com or by directing a written request to Boxwood Merger Corp., 8801 Calera Drive, Austin, Texas 78735 or by telephone at 512-575-3637.

Participants in the Solicitation

Boxwood and Atlas and their respective directors and executive officers may be deemed participants in the solicitation of proxies of Boxwood stockholders in connection with the proposed transaction. Information about such persons, including their names and a description of their interests in Boxwood, Atlas and the proposed transaction, as applicable, will be set forth in the proxy statement for the proposed transaction, when it becomes available. The proxy statement will be available free of charge at the SEC’s website at www.sec.gov, or by directing a request to Boxwood, 8801 Calera Drive, Austin, Texas 78735 or by telephone at 512-575-3637.

Forward-Looking Statements

This communication includes certain statements that may constitute “forward-looking statements” for purposes of the federal securities laws. Forward-looking statements include, but are not limited to, statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements may include, for example, statements about: the parties’ ability to effect the transaction; the benefits of the transaction; the future financial performance of Boxwood following the transaction; and changes in Atlas’ strategy, future operations, financial position, estimated revenues, and losses, projected costs, prospects, plans and objectives of management. These forward-looking statements are based on information available as of the date of this press release, and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing the parties’ views as of any subsequent date, and Boxwood and Atlas do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. You should not place undue reliance on these forward-looking statements. As a result of a number of known and unknown risks and uncertainties, actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the unit purchase agreement to be entered into in connection with the proposed transaction (the “transaction agreement”); (2) the outcome of any legal proceedings that may be instituted against Boxwood or Atlas following announcement of the proposed business transaction and related transactions; (3) the inability to complete the transactions contemplated by the transaction agreement due to the failure to obtain approval of the shareholders of Boxwood or satisfy other conditions to the closing of the proposed transaction; (4) the ability to obtain or maintain the listing of the Company’s shares of Class A common stock on Nasdaq following the proposed transaction; (5) the risk that the proposed transaction disrupts the parties’ current plans and operations as a result of the announcement and consummation of the transactions described herein; (6) the ability to recognize the anticipated benefits of the proposed transaction, which may be affected by, among other things, competition, the ability of the Company business to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (7) costs related to the proposed transaction; (8) changes in applicable laws or regulations; (9) the possibility that Boxwood or Atlas may be adversely affected by other economic, business, and/or competitive factors; and (10) other risks and uncertainties indicated from time to time in the proxy statement to be filed by Boxwood with the SEC in connection with the proposed transaction, including those under “Risk Factors” therein, and other factors identified in Boxwood’s prior and future filings with the SEC, available at www.sec.gov.

Contacts

Investors

Rodny Nacier, 512-851-1507

ir@oneatlas.com

Media

Elyse Gentile, 646-677-1823

Elyse.Gentile@icrinc.com

EX-99.2

Exhibit 99.2

August 2019

This investor presentation (the “presentation”) is for informational purposes only and does not constitute an offer to sell, a s olicitation of an offer to buy, or a recommendation to purchase any equity or debt or other financial instruments of Boxwood Merger Corp. (“Boxwood”)., Atlas Technical Consultants (“Atlas”) or their respective affilia tes . This presentation has been prepared to assist investors in making their own evaluation with respect to the proposed business combination (the “Transaction”) between Boxwood and Atlas, and for no other pur pose. The information contained herein does not purport to be all - inclusive. The data contained herein is derived from various interna l and external sources. No representation is made as to the reasonableness of the assumptions made within or the accuracy or completeness of any projections or modeling or any other information contained her ein . Any data on past performance or modeling contained herein is not an indication as to future performance. Boxwood and Atlas assume no obligation to update the information in this presentation, except as re qui red by law. Furthermore, any and all trademarks and trade names referred to in this presentation are the property of their respective owners. Forward - Looking Statements. This presentation includes “forward - looking statements” within the meaning of the “safe harbor” provisions of the Private Securi ties Litigation Reform Act of 1996. Boxwood’s and Atlas’ actual results may differ from their expectations, estimates and projections and consequently, you should not rely on the se forward - looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “p red icts,” “potential,” “continue,” and similar expressions are intended to identify such forward - looking statements. These forward - looking statements include, without limitation, Boxwood’s and Atlas’ expectations with respect to future performance and anticipated financial impacts of the Transaction, the satisfaction of closing conditions to the Transaction, the level of redemptions by Boxwood’s public stockholders in connectio n w ith the Transaction, and the timing of the completion of the Transaction. These forward - looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside Boxwood’s and Atlas’ control and are difficult to predict. Factors that may cause such differences include, but are not limited to: the occurrence of any eve nt, change or other circumstance that could give rise to the termination of a definitive agreement for the proposed Transaction (the “Transaction Agreement”) or could otherwise cause the Transaction to fail to clos e; the outcome of any legal proceedings that may be instituted against Boxwood, Atlas or any of their respective directors or officers, following the announcement of the Transaction Agreement and the transaction s c ontemplated therein; the inability to complete the Transaction, including due to failure to obtain approval of the stockholders of Boxwood or other conditions to closing in the Transaction Agreement; delays in obta ini ng, adverse conditions contained in, or the inability to obtain necessary regulatory approvals or complete regular reviews required to complete the transactions contemplated by the Transaction Agreement; the ab ili ty to obtain or maintain the listing of Boxwood’s shares of Class A common stock on Nasdaq following the Transaction; the risk that the announcement and consummation of the Transaction disrupts current plan s a nd operations; the inability to recognize the anticipated benefits of the Transaction, which may be affected by, among other things, competition, the ability of the combined company to grow and manag e g rowth profitably, maintain relationships and retain its key employees; costs related to the Transaction; changes in the applicable laws or regulations; the possibility that Atlas or the combined company ma y be adversely affected by other economic, business, and/or competitive factors; demand for Atlas products and services; Atlas’ business strategy; Atlas’ financial strategy, operating cash flows, liquidity and capital required for Atlas’ business; Atlas’ future revenue, income and operating performance; the termination of relationships with major customers; laws and regulations, including environmental regulations , t hat may increase Atlas’ costs, limit the demand for its products and services or restrict its operations; disruptions in the political, regulatory, economic and social conditions domestically or internationally; a f ail ure of Atlas’ information technology infrastructure or any significant breach of security; potential uninsured claims and litigation against us; Atlas’ dependence on the continuing services of certain of Atlas’ key m ana gers and employees; plans, objectives, expectations and intentions that are not historical; and other risks and uncertainties identified in this presentation or indicated from time to time in the proxy sta tem ent to be filed relating to the Transaction, including those under the section entitled “Risk Factors” therein and in Boxwood’s other filings with the U.S. Securities and Exchange Commission (the “SEC”). Boxwood caution s t hat the foregoing list of factors is not exclusive. Boxwood cautions readers not to place undue reliance upon any forward - looking statements, which speak only as of the date made. Neither Boxwood nor Atlas undert ake or accept any obligation or undertaking to release publicly any updates or revisions to any forward - looking statements to reflect any change in its expectations or any change in events, conditions or cir cumstances on which any such statement is based. No Offer or Solicitation. This presentation shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Transaction. This presentation shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No Representation or Warranty. None of Boxwood, Atlas or any of their respective affiliates makes any representation or warranty as to the accuracy or compl et eness of the information contained in this presentation. The sole purpose of the presentation is to assist persons in deciding whether they wish to proceed with a furth er review of the Transaction and is not intended to be all - inclusive or to contain all the information that a person may desire in considering the Transaction. It is not intended to form the basis of any investment d eci sion or any other decision in respect of the Transaction. Financial Information. The financial information contained in this presentation has been taken from or prepared based on the historical financial st at ements of Atlas, for the periods presented. An audit of these financial statements is in process and will be incorporated in the proxy statement relating to the Transaction, however none of the historical financial information contained herein has been audited, reviewed, compiled or been subject to any procedures by any auditors and actual historical financial information could differ materiall y f rom the information contained herein. Disclaimer 1

Use of Projections. This presentation contains financial forecasts, including with respect to Atlas’ Adjusted EBITDA, revenue and free cash flow fo r 2019 and 2020, among others. Neither Boxwood’s nor Atlas’ independent auditors have studied, reviewed, compiled or performed any procedures with respect to the projections for the pur pos e of their inclusion in this presentation, and accordingly, neither of them expressed an opinion or provided any other form of assurance with respect thereto for the purpose of this presentation. These projectio ns are for illustrative purposes only and should not be relied upon as being necessarily indicative of future results. In this presentation, certain of the above - mentioned projected information has been provided for p urposes of providing comparisons with historical data. The assumptions and estimates underlying the prospective financial information are inherently uncertain and are subject to a wide variety of significant bu sin ess, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the prospective financial information. Projections are inherently uncertain due to a n umber of factors outside of Atlas’ control. Accordingly, there can be no assurance that the prospective results are indicative of future performance of Atlas or the combined company after the Transaction or that actua l r esults will not differ materially from those presented in the prospective financial information. Inclusion of the prospective financial information in this presentation should not be regarded as a representati on by any person that the results contained in the prospective financial information will be achieved. Industry and Market Data. In this presentation, we rely on and refer to information and statistics regarding market participants in the sectors in whic h Atlas competes and other industry data. We obtained this information and statistics from third - party sources, including reports by market research firms and company filings. Use of Non - GAAP Financial Matters. This presentation includes non - GAAP financial measures, including Adjusted EBITDA, adjusted gross revenue, net revenue and free cash flow. Boxwood and Atlas believe that these non - GAAP measures are useful to investors for two principal reasons. First, the believe these measures may assist inv estors in comparing performance over various reporting periods on a consistent basis by removing from operating results the impact of items that do not reflect core operating performance. Second, these me asu res are used by Atlas’ management to assess its performance and may (subject to the limitations described below) enable investors to compare the performance of Atlas and the combined company to its competi tio n. Boxwood and Atlas believe that the use of these non - GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends. These non - GAAP measures sho uld not be considered in isolation from, or as an alternative to, financial measures determined in accordance with GAAP. Other companies may calculate Adjusted EBITDA, adjusted gross revenue, net revenue and fr ee cash flow and other non - GAAP financial measures differently, and therefore Atlas’ non - GAAP financial measures may not be directly comparable to similarly titled measures of other companies. For reconcili ation of the non - GAAP measures used in this presentation, see “Reconciliation of Non - GAAP Items” in the Appendix at the end of this presentation. Additional Information About the Transaction and Where to Find It. In connection with the proposed Transaction, Boxwood intends to file preliminary and definitive proxy statements with the SEC . The preliminary and definitive proxy statements and other relevant documents will be sent or given to the stockholders of Boxwood as of the record date established for voting on the proposed transaction and will contain important information about the proposed transaction and related matters. Boxwood stockholders and other interested p ers ons are advised to read, when available, the preliminary proxy statement and any amendments thereto and, once available, the definitive proxy statement, in connection with Boxwood’s solicitation of proxies for the meeting of stockholders to be held to approve, among other things, the proposed transaction, because the proxy statement will contain important information about Boxwood, Atlas and the proposed transaction . W hen available, the definitive proxy statement will be mailed to Boxwood stockholders as of a record date to be established for voting on the proposed transaction. Stockholders will also be able to obt ain copies of the proxy statement, without charge, once available, at the SEC’s website at www.sec.gov. Copies of the documents filed with the SEC by Boxwood when and if available, can be obtained free of charge o n B oxwood’s website at www.boxwoodmc.com or by directing a written request to Boxwood Merger Corp., 8801 Calera Drive, Austin, Texas 78735 or by telephone at (310) 801 - 5786. Participants in the Solicitation. Boxwood and Atlas and their respective directors and executive officers may, under SEC rules, be deemed participants in the s ol icitation of proxies of Boxwood stockholders in connection with the proposed transaction. Information about such persons, including their names and a description of their in ter ests in Boxwood, Atlas and the proposed transaction, as applicable, will be set forth in the proxy statement for the proposed transaction, when it becomes available. The proxy statement will be available free of ch arg e from the sources indicated above. Disclaimer 2

Presenters Steve Kadenacy Boxwood CEO and Atlas Executive Chairman 1 Former President, COO & CFO of AECOM Former Board Member, ABM Industries Previously Partner, KPMG (Economic Consulting) Unique combination of C - suite experience at a Fortune 150 company with significant experience in M&A and capital markets Duncan Murdoch Boxwood Chief Investment Officer Former Senior Managing Director at Macquarie, Principal Transactions Group Led numerous investments and served on boards across multiple sectors including infrastructure, business services and environmental services 20+ years of experience in private equity investing and investment banking Joe Boyer Atlas Chief Executive Officer Former CEO of Atkins North America Oversaw the delivery of infrastructure planning, engineering, architecture, construction management, environmental consulting and program management services at Atkins Previously held the position of President of Shaw Environmental & Infrastructure’s Federal division 30+ years of experience Walter Powell Atlas Chief Financial Officer Former Audit Partner with Deloitte & Touche , LLP Responsible for audits of public and private companies ranging in size from $20 million in revenue to $40 billion in revenue 25+ years of experience Uniquely experienced management team committed to driving continued growth of the Atlas platform 3 Note: 1. Steve Kadenacy to become Atlas Executive Chairman upon the closing of the transaction

Contents 1 2 4 5 Introduction Business Overview Key Financial Metrics Transaction Overview 3 Growth Strategy A Appendix

Introduction 1

8% 6% 76% Atlas Overview No customer greater than 8% of 2018A net revenue; 76% was from outside of top 10 accounts 2018A Net Revenue by Customer Annual Customers 9,000+ Diverse Group of High Quality Customers Atlas Today National Platform of Scale Atlas Locations Key Markets 2019E Gross Revenue $67m 2019E Pro Forma Adj EBITDA Margin 1 6 Acquisitions Since 2017 100+ T&M & Cost - Plus Contracts <$10k+ Average Project Size 95%+ YoY Net Revenue Growth 2 50,000+ Annual Projects 13% YoY Adj. EBITDA Growth 2 Leading Provider of Technical Services Testing, Inspection & Consulting • Materials, Engineering & Testing • Construction Quality Assurance • Environmental Services • Disaster Response & Recovery Engineering, Planning & Design • Engineering & Design Services • Program Management • Construction Support Services Select Customers $482m 6 <$10k 50,000+ 17.5% 95%+ 5.9% 20.5% Note: 1. Atlas Adjusted EBITDA adjusted for public company costs of $2.5m and run - rate synergies of $7.5m 2. Net revenue and Adj. EBITDA growth calculated from six months ended June 2018 and June 2019 on a pro forma basis as if all ac qui sitions were consummated at the beginning of the relevant period 3. Management estimates 6 80% of Sales 3 20% of Sales 3 Specialized provider of testing, inspection and engineering services to support and maintain critical infrastructure

Scalable Platform via Organic and Acquisitive Growth Highly Visible, Recurring Revenue Profile Durable Economic Model De - Risked Business Profile Delivering on Boxwood’s Stated Strategy Atlas exhibits all of the key factors central to Boxwood’s stated strategy Increasing technical requirements and customer professionalization Predictable maintenance / turnaround activities Safety requirements Regulatory / environmental compliance operating environment Demand for nationwide footprint Efficiencies from enhanced scale / utilization Aging, under - invested infrastructure Emerging technologies driving change     Key Factors Driving Services Demand 7 Highly Visible, Recurring Revenue Profile Robust backlog with 115% 2019E gross revenue coverage 1 Durable Economic Model Mission - critical testing, inspection and consulting services provide defensibility De - Risked Business Profile 95%+ revenue from Cost - Plus and Time & Materials contracts across a diversified set of service offerings Scalable Platform Business at an inflection point with both acquisitive and organic growth opportunities Note: 1. 2019E gross revenue coverage is defined as the ratio between the current contracted backlog as of December 2018 and 2019E gro ss revenue

Atlas was founded to benefit from key growth trends, especially the growing need to inspect, repair, maintain and invest in critical infrastructure in the U.S. Atlas’ Visionary Strategy Strategically Positioned Purposely positioned to capitalize on key trends driving growth in services created by the backlog of infrastructure, creativ e m eans of project funding and continued quality assurance outsourcing Regional Market Leadership with National Scale Acquisitions of regional market leaders with superior service capabilities, local relationships and specialized expertise to exp and across the national platform Targeted Geographic Expansion Targeted operations in high - growth, large spend infrastructure geographies with favorable tailwinds including outsourcing trends Disciplined Approach to M&A Increasing service diversity enables multiple client touchpoints and large cross - sell opportunities The Atlas Difference 8 Note: 1. 2015 FAST Act; 2016 PIPES Act; The White House • Sizable portion of U.S. roads, bridges, dams, and electrical infrastructure is in need of repair, upgrade, or replacement • $900+ billion in infrastructure funding approved through 2020 • $2+ trillion gap between the estimated funding and total need of the U.S. infrastructure system through 2025 Large and Growing Infrastructure Spending 1 • Public and private entities are increasingly outsourcing construction and environmental services in an effort to reduce costs, decrease staff, and avoid non - compliance • State DoTs increasingly outsource QA projects with capacity increases and complexity Growing Need for Outsourced Quality Assurance • Smaller, regional players benefit from reputation and connectivity of national platform • Highly fragmented market provides an immense number of opportunities for accretive add - ons Proven Benefits to Platform Strategy Key Trends Targeted

Assembled through the combination of industry - leading companies to form a national platform, the proposed transaction accelerates Atlas’ strategic plans Purpose Built Platform Forming the Strategy Joe Boyer created the Atlas playbook and initiated M&A discussions to create the platform 2016 Establishing the Platform Acquired three regional market leaders in Texas, Georgia and California 2017 Executing the Atlas Playbook Integration of platform and cross - selling jumpstarted backlog growth 2018 Creating National Scale Merger with ATC established national platform 2019 Vision 9 Publicly - Traded Market Leading Platform • Accelerate Atlas’ plans to be a public company – Large customers prefer listed service providers, public currency enhances M&A strategy • Like - minded partnership with Steve Kadenacy , who has directly relevant operating experience and targeted a similar strategy through Boxwood • Co - sponsorship of Macquarie, global leader in infrastructure Boxwood is the Ideal Partner for Atlas Future National - Scale Platform Today

$343 $352 $365 $396 $442 2017A 2018A LTM Jun-19 2019E 2020E Growth driven by implementing Atlas’ strategy of creating a national platform to acquire regional leaders Accelerating Growth 10 Note: 1. Backlog is presented on a pro forma basis as if all acquisitions were consummated at the beginning of the relevant period with certain purchased companies estimated by Atlas management 2. Financial information is presented on a pro forma basis as if all acquisitions were consummated at the beginning of the relev ant period 3. Atlas Adjusted EBITDA adjusted for public company costs of $2.5m and run - rate synergies of $7.5m 4. Defined as Pro Forma Adjusted EBITDA / Net Revenue Pro Forma Contracted and Funded Backlog 1 ($ in millions) $56 $57 $62 $69 $76 2017A 2018A LTM Jun-19 2019E 2020E Net Revenue 2 ($ in millions) Adj. EBITDA 2,3 ($ in millions) Significant Growth in Backlog Starting in 2018… …Delivering Accelerated Growth in 2019 and Beyond $495 $502 $553 $611 Dec-16 Dec-17 Dec-18 Jun-19 2.7% EBITDA Margin 4 16.3% 17.1% 17.5% 17.2% 16.2%

12.4% 12.7% Atlas NVEE Source: FactSet, company filings, Market data as of 8/9/2019, Net Revenue figures used where available, EBITDA margin calcula ted as % of Net Revenue where available Note: 1. Atlas Adjusted EBITDA, multiple and Illustrative Enterprise Value adjusted for $2.5m of public company costs, $7.5m of run - rate synergies and tax benefit from asset step - up; Illustrative Enterprise Value at $10.00 per share 2. Key Peers: NV5 Global, Inc., Tetra Tech, Inc. and Intertek Group plc 3. Defined as (Adjusted EBITDA less capital expenditures) / Adjusted EBITDA 4. Engineering & Design (“E&D”) Peers: NV5 Global, Inc., Tetra Tech, Inc., Parsons Corporation, Stantec Inc., WSP Global Inc., J aco bs Engineering Group Inc. and AECOM 5. Testing & Inspection (“T&I”) Peers: Applus Services, S.A., ALS Limited, Bureau Veritas S.A., Intertek Group plc and SGS S.A. 6. Professional Services Peers: Accenture plc, Booz Allen Hamilton Inc., CGI Inc., FTI Consulting, Inc., Huron Consulting Group, IC F International, Inc. and Navigant Consulting, Inc. 7. Assumes 8% FY2020 organic net revenue growth for NV5 Global, Inc. (in line with NV5 2018 Annual Report Press Release filed 3/ 7/2 019) Robust Fundamentals Support Valuation Upside Attractive, Visible Growth Profile 2020E FCF Conversion (%) 3 11 Key Peers 8.6x 13.7x 11.2x 11.4x 13.4x Atlas Key Peers E&D Peers T&I Peers Professional Services Peers EV / 2020E EBITDA 1 Compelling Margin and FCF Dynamics 91.7% 87.9% Atlas NVEE Key Peers 2 2 2 4 5 6 11.6% 7.1% Atlas NVEE 2019E Net Revenue Growth (%) 2020E Net Revenue Growth (%) Key Peers 2,7 2020E EBITDA Margin (%) 17.2% 16.6% Atlas NVEE Key Peers 2

Investment Highlights Entrenched long - term relationships with high quality customers base 3 Strong sector tailwinds driving demand 4 Significant backlog growth provides confidence in near - term projections 5 Repeatable, contracted revenue base derived mostly from non - discretionary testing and inspection projects 2 Proven ability to leverage scale and execute cross - selling strategy 6 Provider of highly - technical, mission - critical services 1 Disciplined M&A strategy 7 Superior margins and FCF conversion 8 12 Compelling valuation relative to peers 9

Business Overview 2

• Materials, Engineering & Testing • Design / Construction Quality Assurance • Environmental Services • Disaster Response & Recovery Broad Range of Highly Technical, Mission - Critical Services Atlas provides a diverse set of technical services needed to inspect, maintain, repair, and invest in infrastructure 14 • Engineering & Design Services • Program Management • Project Support Services Example of Atlas Services by End Market Key Tenets of Atlas Services Testing, Inspection & Consulting Engineering, Planning & Design 1. Trusted Advisor – Services ensure safety of employees, customers and the general public 2. Technical Expertise – Highly - skilled employee base able to add value to a diverse array of projects 3. Compliance Driven – Non - discretionary, highly recurring services 4. Local Knowledge and Relationships – Extensive knowledge and expertise of local regulations and codes 5. National Scale and Reputation – Strategic footprint enables the Company to deliver highly customized solutions nationwide 6. No Construction – Atlas does not perform construction or take construction risk Reinforced concrete testing and inspection for facility renovations Structural inspection and materials testing for tanks and retention ponds Geotechnical and structural inspection for renovations and expansions Materials testing, QA, engineering, inspection and design for road, bridge, and airport modifications Transportation Commercial Industrial Government Education Water System - wide operations and maintenance for remediation systems Program management, design, and oversight for publicly funded projects 20% 80% Engineering, Planning & Design Testing, Inspection & Consulting Net Revenue by Service 1 44% 26% 14% 8% 7% 1% Commercial Transportation Industrial Government Education Water Net Revenue by End Market 1 Atlas Services Note: 1. Management estimates

Deep Technical Expertise Trusted to Maintain Our Nation’s Infrastructure Atlas’ technical services are provided by a highly skilled base of employees Highly Skilled Base of Technical Employees 1 ▪ Experienced mix of scientists, engineers, and field experts are highly mobile and versatile, driving utilization across the C omp any ~2,100 Total Technical Staff 15 ~ 160 51 90 233 271 586 707 Other Field Staff Industrial Hygienists Professionals Engineers Scientists Inspectors Field Technicians Note: 1. As of February 2019 • Quality control inspections and materials testing including bolts torque, shock dampers installation, and concrete testing since 1997 • On - site fabrication inspections of the safety barrier and welding and bolting inspection in the field Stanford University Hospital Specialized Testing & Inspection Representative Services • Specialty welding inspections of 18,000 tons of structural steel fabricated in two locations using two shifts for an 18 - month period • Complex construction phasing required 18 on - site professionals per day and an additional 7 for off - site inspections • Identified source of Underground Storage Tank (“UST”) leak that had migrated into high traffic area • Conducted specialized testing of soil & groundwater to mitigate risks stemming from leakage Phillips 66 Subsurface Inspection & Investigation Golden Gate Bridge Quality Assurance & Materials Testing

13+ 15+ 15+ 18+ 20+ 25+ 25+ 25+ 30+ 30+ 1 2 3 4 5 6 7 8 9 10 Transportation Government Commercial Education Water Industrial Atlas’ technical expertise, performance and strong relationships have led to decades - long relationships with customers, providing a strong base of repeating revenues Long - Term Customer Relationships and Diverse Revenue Base Entrenched, Highly Repeating and Diversified Customer Base Blue - Chip Customer Base… (Relationship Length in Years for Top 10 Customers by Net Revenue) …Across Diverse End Markets (Representative Customers) 16 …with Tenured Relationships Driving Consistent Demand… (% of 2018A Net Revenue from top 15 customers) 1 Annual Customers 9,000+ Revenue from Repeat Customers 2 ~90% Note: 1. Calculated as the percentage of 2018 Net Revenue by customer tenure for Atlas’ top 15 accounts 2. Repeat customers defined as those that have used Atlas services at least twice in the past 3 years Annual Projects 50,000+ T&M or Cost - Plus Contracts 95%+ 30+ Years 27% 20 - 30 Years 25% 10 - 20 Years 44% <10 Years 4%

Growth Strategy 3

40% of testing and inspection services are outsourced 1 Multiple, independent secular macro trends underpin growth in target end markets and resilience through economics cycles Capitalize on Key Market Tailwinds $30bn Market for US infrastructure & construction TIC and environmental consulting 3 $4.6tn Spending need for aging US infrastructure through 2025 2 Source: 1. Global Market Insights 2. American Society of Civil Engineers 3. Orbis Research 4. Texas Department of Transportat ion 5. California Road Repair & Accountability Act 6. New York Department of Transportation 18 Transportation • Aging installed transportation base, 32% of major roads in mediocre or poor condition 2 • Growing outsourcing trends among public and private entities for testing, inspection and program management services Commercial • Increasing complexity and scrutiny of regulatory requirements driving demand for turnkey solutions • Professionalization of asset operators related to maintenance and integrity Education • Population growth and increasing access to education driving public school enrollments and creating need for new and updated facilities • Growing focus on environmental impact & sustainability in public and private schools Industrial & Environmental • Majority of US electric grid was built in the mid - 20th century with an intended lifespan of 50 years 2 • Broadening stress on US water network from outdated systems and population growth California • $14bn 20 - year infrastructure budget approved in 2018 • Over $130bn estimated backlog for road and bridge repairs 5 Georgia • 2015 Transportation Funding Act provides $10bn for infrastructure funding • Major Mobility Investment Program secures $11bn for large scale projects New York • Constant effort to improve New York’s transportation infrastructure (e.g. MTA) • DoT budget forecast of $12.0bn 6 End Market Drivers Key Geographic Developments Texas • TxDOT budget has grown +70% ($30bn) and staff decreased 15% 4 • 2019 Unified Transportation Program approves $75bn in projects through 2028

March 2018 March 2019 Ability to provide deep local expertise and leverage long - term relationships on a national scale has accelerated Atlas’ ability to win large contracts Note: 1. Backlog is presented on a pro forma basis as if all acquisitions were consummated at the beginning of the relevant period 2. Large Contracts defined as greater than or equal to $5 million total contract value Growth in Large Contracts 1,2 Leverage National Scale and Local Expertise to Win Premiere Infrastructure Opportunities 19 Number of Large Contracts in Contracted Backlog 8 Georgia 6 Texas 6 Other 6 Georgia 2 Texas 2 Other 10 20 Contract Location Georgia DOT District 5 CEI GA Hidalgo County CMT Services TX Idaho National Laboratory ID Walmart National Asset Tagging Nationwide Delta Terminal Expansion LAX CA TxDOT Statewide Asphalt Overlay TX Recent Large Contract Win Examples 2  Leverage full - service platform and expertise to serve as a single - source infrastructure delivery solution  Service expansion allows Atlas to bid for larger, marquee contracts  Geographic expansion and scale allows Atlas to pursue additional large - scale contracts where local presence is high priority for customers

Drive Cross - Selling and National Accounts Strategy 20 Value Creation Strategy Successfully executing on cross - selling and national accounts strategy is leading to significant new wins Increase Wallet Share: capture additional revenues on new contract wins that would have been sub - contracted or lost 1 Cross - Sell Services: leverage expanded capabilities to cross - sell services 2 New Regional Customers: win new regional customers under Atlas’ increased scale, footprint and visibility 3 National Account Strategy: expand regional customers to national customers by providing multiple services across geographies 4 • Corpus Christi Harbor Bridge is the longest cable stay bridge in the US • Initially awarded $20m contract to perform construction quality assurance services • In 2018, by leveraging newly acquired special inspection capabilities, Atlas successfully won a contract to inspect cable fabrication • Rizzo International sought proposals to perform site geotechnical services for US Air Force facilities located in five states • Identification of cross - selling opportunities allowed Atlas to bid on geophysical elements of the contract, in addition to geotechnical services • Atlas won the contract, valued at $18m in total, with $2m generated from the cross - selling of geophysical services which would have otherwise been awarded to a third party • Atlas won a multi - year, multi - million dollar on - call contract with Jefferson Parish in Louisiana for roadway and drainage projects • Atlas was able to win the project as a result of collaboration between multiple offices and cross - selling expertise added via acquisition of ATC • Day - to - day project management and coordination will be provided by Atlas’ Louisiana operations, while drainage and design expertise will be provided by other offices • Historically services performed by Atlas for Walmart have been mainly environmental - related services with growth tied to retail locations • Atlas instituted national account strategy to increase cross - selling and national coverage • Now, Atlas performs material testing, facility assessment and asset management services at 3,615 stores nationwide • With new wins, gross revenues from Walmart are expected to increase by 2.7x from 2018A to 2019E Atlas Platform Strategy at Work 1 2 3 4

Disciplined M&A Strategy Atlas’ M&A strategy selectively targets companies that provide complementary low - risk services that will both benefit from and expand our national platform 21 Targeted Expansion of Services Selective Geographic Expansion Low - Risk Service Focus 1 2 3 Atlas will only pursue acquisitions that are intended to be accretive to long - term shareholder value x Specialty Inspection x Commissioning x Asset Management x Design Quality Assurance x Northeast Corridor x Colorado x Virginia x North Carolina x Florida x Testing & Inspection x Quality Assurance x Low - Risk Profile x T&M and Cost - Plus Contracts x Recurring O&M Base

Disciplined M&A Strategy Overview of Acquisition Pipeline Atlas has a well - developed “playbook” of identifying, integrating and scaling its acquired companies 22 Source: 1. American Society of Civil Engineers, IBIS World Total EBITDA in Pipeline ~$100m Region Strategic Rationale Southeast Enhance program management capabilities with specialty proprietary services Southeast Expansion into new growth transportation area Northeast Expand geographic diversity of service offerings with client targets Western Diversity of services with highly specialized inspection capabilities Southeast Geographic expansion with expanded services & client exposure Total Target Companies in Pipeline 20+ The Atlas Playbook • Leverage industry relationships to identify leading providers in targeted markets • Complete acquisition and maintain branding and local autonomy while integration commences • Begin early - stage integration IDENTIFY • Transition to the Atlas brand and align management on near and medium - term vision • Identify cross - selling opportunities • Consolidate back - office and other administrative functions INTEGRATE • Execute on cross - selling initiatives • Leverage platform capabilities to expand core competency • Incentivize sales personnel to drive cross - selling and educate customers on new capabilities SCALE Illustrative Acquisition Targets Companies operating in a highly fragmented market 1 140,000+ 1 2 3

Key Financial Metrics 4

Expanding Profitability and Exceptional FCF Generation 1,2 (pro forma adjusted EBITDA; $ in millions) Attractive Financial Profile Atlas’ financial profile is characterized by stable revenue, impressive earnings growth, expanding margins, and an exceptional free cash flow profile Stable Revenue Base with Accelerating Growth 1 (revenue; $ in millions) Note: 1. Financial information is presented on a pro forma basis as if all acquisitions were consummated at the beginning of the relev ant period 2. Atlas Adjusted EBITDA adjusted for public company costs of $2.5m and run - rate synergies of $7.5m 3. Defined as (Adjusted EBITDA less Capex) / Adjusted EBITDA 4. Defined as Adjusted EBITDA / Net Revenue 24 $343 $352 $396 $442 $437 $448 $482 $521 2017A 2018A 2019E 2020E Net Revenue Gross Revenue 2.5% 7.6% 8.1% 2.7% 12.4% 11.6% • Revenue growth accelerating due to successful execution • Net revenues outpacing gross revenues due to decreasing sub - contracting and pass - through revenues • High EBITDA margins indicative of Atlas’ technical expertise and mission - critical services • Exceptional free cash flow generation of 90% in 2018A 3 EBITDA Margin 4 16.3% 17.5% 17.2% 16.2% $52 $52 $63 $70 $56 $57 $69 $76 2017A 2018A 2019E 2020E Free Cash Flow Capex 91% 92% 90% 93% Free Cash Flow Conversion (%) 3

Note: 1. Financial information is presented on a pro forma basis as if all acquisitions were consummated at the beginning of the relev ant period 2. Calculated as Pro Forma Backlog / Gross Revenue with 2020 calculated as 2020E Gross Revenue / June 2019A Backlog Backlog Growth Drives High Confidence in Forecasts 25 Growth in Atlas’ backlog is outpacing forecast growth in revenues, underpinning strong confidence in forecasts Backlog Coverage 2 113% 112% 115% 117% 495 437 502 448 553 482 611 521 2016 Year- End Backlog 2017A Revenue 2017 Year- End Backlog 2018A Revenue 2018 Year- End Backlog 2019E Revenue June YTD Backlog 2020E Revenue Pro Forma Adjusted Gross Revenue and Backlog Coverage 1 ($ in millions) 1.4% 10.2% 10.5% 2.5% 7.6% 8.1%

June YTD Financial Update 26 Financial Performance 1 Note: 1. Financial information is presented on a pro forma basis as if all acquisitions were consummated at the beginning of the relev ant period 2. Q2 2019 figures reflect preliminary financial results 3. Atlas Adjusted EBITDA adjusted for annual public company costs of $2.5m and run - rate synergies of $7.5m Commentary • Strong momentum across all metrics as Atlas continues to successfully execute on its strategy • Gross revenues increased 6.0% in the six months ended June 30, 2019 as compared to June 30, 2018. Consolidated net revenues i ncr eased by 5.9% over the same period • The increase in gross and net revenues is due primarily to the expansion in key contracts and the award of new business • Adj. EBITDA is up 20.5% in the six months ended June 30, 2019 as compared to June 30, 2018 driven by expansion of the platfor m a nd operational improvements $216 $229 $174 $184 $25 $31 2018 H1 2019 H1 Adj. Gross Revenue Net Revenue Adj. EBITDA June YTD Adj. Gross Revenue, Net Revenue and Adj. EBITDA 2,3 ($ in millions) 5.9% 6.0% 20.5%

Transaction Overview 5

Transaction Overview Sources & Uses 1 Implied Enterprise Value 1 Pro Forma Ownership 1 (%) Management and Board • Joe Boyer and Walter Powell to remain as CEO and CFO of Atlas with existing management team continuing to run the business • Steve Kadenacy to serve as Executive Chairman post closing • BCP (Bernhard Capital Partners) will hold 2 board seats post closing 1 Note: 1. Assumes no redemptions and excludes 23.75 million out - of - the - money warrants 2. Includes $200 million of cash raised from investors and $2.6 million of estimated interest earned on the trust account 3. Transaction is being structured with a step up in tax basis of the acquired assets, which creates a significant tax shield; N PV value uses 10% discount rate 4. Management estimates 5. Atlas Adjusted EBITDA and multiple adjusted for public company costs of $2.5m, run - rate synergies of $7.5m and tax benefit from asset step up 28 $ in Millions, except per share values Valuation and Ownership PF Ownership Shares (m) Boxwood Public Shareholders 20.3 SPAC Founder Shares and Other 5.3 BCP Rollover Equity 10.2 Management Rollover Equity 8.2 Total Shares 44.0 Illustrative Price / Share $10.00 Implied Equity Value at Close $439.5 Add: Net Debt 270.0 Implied Enterprise Value $709.5 Less: NPV of Tax Benefit from Asset Step Up 3 (55.0) Tax Adjusted Enterprise Value $654.5 2019E Net Leverage 69.4 3.9x 2020E Net Leverage 4 75.9 3.1x Tax Adj. Enterprise Value / Adj. EBITDA Adj. EBITDA 5 xEBITDA 2019E 69.4 9.4x 2020E 75.9 8.6x $ in Millions Sources of Funds Cash in Trust 2 $202.6 New Debt 270.0 BCP Rollover Equity 102.2 Management Rollover Equity 82.2 Total Sources $657.0 Uses of Funds Debt Paydown $173.3 Cash Proceeds to Seller 259.3 BCP Rollover Equity 102.2 Management Rollover Equity 82.2 Transaction Fees and Expenses 40.0 Total Uses $657.0 Management rollover 100% of equity held pre - transaction Boxwood Public Shareholders 46% SPAC Founder Shares and Other 12% BCP Rollover Equity 23% Management Rollover Equity 19%

91.2% 91.0% 94.4% 79.3% 87.8% 78.5% 85.5% Atlas - for formatting purp NV5 Global Tetra Tech Intertek E&D Peers T&I Peers Professional Services Peers 17.5% 17.3% 11.3% 21.4% 10.2% 19.9% 13.1% Atlas - for formatting purp NV5 Global Tetra Tech Intertek E&D Peers T&I Peers Professional Services Peers 29 Source: Atlas Management, FactSet, company filings; Market data as of 8/9/2019; EBITDA as % of Net Revenue where available Note: 1. Atlas Adjusted EBITDA, multiple and Illustrative Enterprise Value adjusted for $2.5m of public company costs, $7.5m of run - rate synergies and tax benefit from asset step - up; Illustrative Enterprise Value at $10.00 per share 2. Defined as (Adjusted EBITDA less capital expenditures) / Adjusted EBITDA 3. Engineering & Design (“E&D”) Peers: NV5 Global, Inc., Tetra Tech, Inc., Parsons Corporation, Stantec Inc., WSP Global Inc., J aco bs Engineering Group Inc. and AECOM 4. Testing & Inspection (“T&I”) Peers: Applus Services, S.A., ALS Limited, Bureau Veritas S.A., Intertek Group plc and SGS S.A. 5. Professional Services Peers: Accenture plc, Booz Allen Hamilton Inc., CGI Inc., FTI Consulting, Inc., Huron Consulting Group, IC F International, Inc. and Navigant Consulting, Inc. 3 4 5 Key Peers Mean: 16.7% 3 4 5 Key Peers Mean: 88.2% 2019E EBITDA Margin (%) 2019E Free Cash Flow Conversion 2 (%) Superior Margins and FCF Conversion 1 1

9.4x 11.8x 16.7x 18.6x 12.6x 14.4x 15.3x Atlas - Implied Enterprise Value NV5 Global Tetra Tech Intertek E&D Peers T&I Peers Professional Services Peers 8.6x 10.8x 15.7x 14.8x 11.2x 11.4x 13.4x Atlas - Implied Enterprise Value NV5 Global Tetra Tech Intertek E&D Peers T&I Peers Professional Services Peers Compelling Valuation Relative to Peers 30 Source: Atlas Management, FactSet, company filings; Market data as of 8/9/2019 Note: 1. Atlas Adjusted EBITDA, multiple and Illustrative Enterprise Value adjusted for $2.5m of public company costs, $7.5m of run - rate synergies and tax benefit from asset step - up; Illustrative Enterprise Value at $10.00 per share 2. Defined as Adjusted EBITDA less capital expenditures 3. Engineering & Design (“E&D”) Peers: NV5 Global, Inc., Tetra Tech, Inc., Parsons Corporation, Stantec Inc., WSP Global Inc., J aco bs Engineering Group Inc. and AECOM 4. Testing & Inspection (“T&I”) Peers: Applus Services, S.A., ALS Limited, Bureau Veritas S.A., Intertek Group plc and SGS S.A. 5. Professional Services Peers: Accenture plc, Booz Allen Hamilton Inc., CGI Inc., FTI Consulting, Inc., Huron Consulting Group, IC F International, Inc. and Navigant Consulting, Inc. EV / 2020E EBITDA EV / 2020E Free Cash Flow 2 3 4 5 3 4 5 Key Peers Mean: 13.7x Key Peers Mean: 15.7x 1 1

$34.00 $10.00 +$2.00 +$1.00 +$8.00 +$7.00 +$6.00 $10.00 / Share 2020 Plan Accretive M&A Multiple Re-rating Organic Growth Accretive M&A Atlas Atlas’ Potential Value Creation 31 Illustrative Share Price 1,2 Executing on Near - Term Plan Medium Term Growth Pre - Transaction Source: Capital IQ, Market data as of 8/9/2019 Note: 1. Assumes no redemptions 2. Financial information is presented on a pro forma basis as if all acquisitions were consummated at the beginning of the relev ant period 3. Key Peers: NV5 Global, Inc., Tetra Tech, Inc., and Intertek Group plc 4. Acquisitions of 6.0x EBITDA completed through 4.0x debt and 2.0x equity issuance Execution of Plan 1 • Achieving 2020 Revenue and EBITDA targets through successful execution on platform strategy, cross - selling, new contract wins and unwinding of backlog Accretive M&A 4 2 • Continued successful execution of Atlas’ M&A playbook • Illustrative plan of $100m of net revenue acquired in FY2020 at 17.5% EBITDA margins (in line with current Atlas margins) Multiple Re - rating 3 • Illustrative trading multiple of 15.0x EV/LTM EBITDA (~1.0x below the mean of key peer group 3 ) Illustrative Organic Growth through 2022 4 • Annual net revenue growth in line with current backlog growth of 10% through 2022 with margins being held in line with FY2020 1 2 3 4 5 Delivers annual value of $6.00 - $7.00 Illustrative M&A through 2022 4 5 • Value of continued M&A of $100m net revenue into the year 2022 at 17.5% EBITDA margins (in line with current Atlas margins)

Conclusion: Highly Compelling Investment Opportunity Atlas and Boxwood’s combination pairs highly complimentary capabilities, relationships and skillsets 32 Strong company fundamentals: low risk, pure technical services company with a national platform 1 Best - in - class cash flow performance: leading EBITDA margins, high FCF conversion, and attractive tax attributes 2 Significant upside: cross - selling strategy and accretive M&A can drive growth significant above plan 3 Unique opportunity to partner with proven industry veterans: shared vision of Joe Boyer, Steve Kadenacy and Macquarie 4

Appendix A

Atlas Management Team Atlas is led by an experienced, entrepreneurial management team with a proven track record of driving value for customers, employees, and shareholders 34 The senior management team consists of long - tenured industry veterans with vast experience that enables close working relationsh ips with customers and operating partners Joe Boyer, CEO  30+ years of experience  Previously served as CEO of Atkins North America  Previously held the position of President of Shaw Environmental & Infrastructure’s Federal division Walter Powell, CFO  25+ years of experience  Previously served as an Audit Partner with Deloitte & Touche , LLP where he was responsible for audits of public and private companies ranging in size from $20 million in revenue to $40 billion in revenue Bobby Toups, Divisional Leader  35+ years of experience  Previous industry experience includes positions with Fluor Daniel GTI, Groundwater Technology, and Fluid Dynamics Maghsoud Tahmoressi , PE, Divisional Leader  30+ years of experience  Formerly State Bituminous Engineer for the Texas Department of Transportation Gary Cappa , Divisional Leader  35+ years of experience  Previously served as a project manager at Signet Testing Laboratories Buddy Gratton, PE, Divisional Leader  30+ years of experience  Formerly Deputy Commissioner for the Georgia Department of Transportation

Reconciliation of Non - GAAP Items 1 2 3 4 35 Description Note: 1. Financial information is presented on a pro forma basis as if all acquisitions were consummated at the beginning of the relev ant period 2. Quarterly results are preliminary, unaudited and have not yet been reviewed by the Company’s outside auditors and are therefo re subject to revision 3. FY2017 reflects amounts per the combined audited financials statements plus the following results in 2017 for businesses prio r t o their acquisition by Atlas in USD thousands: Revenues of $32,002, Net Income of $880, Interest of $55, D&A of $197, Tax of $293 and EBITDA of $1,425 4. FY2018 reflects amounts per the combined audited financials statements plus the following results in 2018 for businesses prio r t o their acquisition by Atlas in USD thousands: Revenues of $23,709, Net Income of ($49), Interest of $263, D&A of $353, Tax of $4 and EBITDA of $571 5. Calculated as Pro Forma Adjusted EBITDA / Net Revenue 6. Calculated as Pro Forma Adjusted EBITDA less Capex / Pro Forma Adjusted EBITDA Summary 1,2,3,4 5 5 ▪ Non - cash increase in fair value of earnout adjustment : Non - cash expense to reflect increase in fair value of the earnout recorded in 2017 in connection with Atlas’ acquisition of ETS ▪ Corporate entity formation adjustments : Operating costs incurred as part of the formation of Atlas Technical Consultants corporate entity on a pro forma basis to reflect such net costs as if they were incurred at the beginning of the period, net of related pro forma cost savings such as insurance and office closures related to the acquisitions made by Atlas in 2017 ▪ Non - recurring expense adjustments : Non - recurring expenses related to Atlas acquisitions such as compensation for previous owners and management not continuing (nor replaced) after acquisition by Atlas, headcount reductions, severance costs, systems implementation, transaction - related costs and one - time legal fees ▪ Normalization adjustments : Adjustments to remove the impact of unusual factors that management has determined to be non - recurring and/or not representative of the operating performance of the business including discontinued operations, non - recurring loss contract, losses incurred in investment of new offices, and instances where Atlas recorded income or expenses related to prior periods ▪ Pro forma adjustments : Cost saving synergy programs being implemented by Atlas and ATC in conjunction with their 2019 combination, including headcount reductions, sourcing, facilities and information technology . Excludes costs to implement such cost savings programs . Actual amount of the synergies may differ materially from such estimates as our ability to realize such synergies is subject to risks and uncertainties 1 2 3 4 5 Pro Forma Adjusted Gross and Net Revenue $ in Thousands FY17 FY18 YTD June 2018 YTD June 2019 Gross revenue 449,674 450,042 218,438 229,280 Pro forma net adjustments (12,967) (2,480) (2,076) - Pro forma adjusted gross revenue 436,707 447,562 216,362 229,280 Less subcontractor services and other direct costs, adjusted (93,571) (95,315) (42,814) (45,572) Pro forma adjusted net revenue 343,136 352,247 173,548 183,708 Pro Forma Adjusted EBITDA $ in Thousands FY17 FY18 YTD June 2018 YTD June 2019 Net income from continuing operations 23,024 11,996 (2,723) 4,015 Taxes 2,592 351 3,530 4,885 Interest 559 7,050 78 210 Depreciation and amortization 10,642 20,395 13,635 14,083 EBITDA 36,817 39,792 14,519 23,193 Non - cash increase in fair value of earnout adjustment - 2,750 - - Corporate entity formation adjustments (2,046) (771) (392) - Non - recurring expense adjustments 15,981 8,660 6,157 3,605 Normalization adjustments 237 1,599 2,628 1,440 Pro forma adjustments 7,544 7,517 3,791 3,674 Public company costs (2,500) (2,500) (1,250) (1,250) Pro forma adjusted EBITDA 56,033 57,047 25,454 30,662 Free Cash Flow $ in Thousands FY17 FY18 YTD June 2018 YTD June 2019 Pro forma adjusted EBITDA 56,033 57,047 25,454 30,662 Capital expenditures (4,131) (5,537) (2,501) (4,339) Free cash flow 51,902 51,510 22,953 26,323 EBITDA Margin and FCF Conversion $ in Thousands FY17 FY18 YTD June 2018 YTD June 2019 Net revenue 343,136 352,247 173,548 183,708 Pro forma adjusted EBITDA 56,033 57,047 25,454 30,662 Free cash flow 51,902 51,510 22,953 26,323 Pro forma adjusted EBITDA margin (%) 5 16.3% 16.2% 14.7% 16.7% Pro forma free cash flow conversion 6 92.6% 90.3% 90.2% 85.8%

Synergy and FCF Reconciliation 36 1 2 3 Summary Note: 1. Atlas Adjusted EBITDA adjusted for public company costs of $2.5m and run - rate synergies of $7.5m Free Cash Flow $ in Thousands FY19 FY20 Adjusted EBITDA 1 69,400 75,900 Capital Expenditures (6,084) (6,337) Free Cash Flow 63,316 69,563 Run - Rate Synergies $ in Thousands Labor Synergies 3,146 Facilities Synergies 2,146 Sourcing Synergies 2,225 Annual Run - Rate Estimate 7,517 Synergies are mostly executed in second half of 2019 ▪ Labor Synergies : Cost savings to be realized through reorganizing regional leadership and support functions ▪ Facilities Synergies : Opportunities to reduce or eliminate facilities footprint within overlapping metro market and reduce occupancy costs ▪ Sourcing Synergies : Synergy saving from combined purchasing power with vendors across multiple spend categories, including office expense, equipment & supplies, business insurance, travel and professional services 1 2 3 Description