AGREEMENT AND PLAN OF MERGER by and among GI APPLE MIDCO LLC GI APPLE MERGER SUB LLC and ATLAS TECHNICAL CONSULTANTS, INC. Dated as of January 30, 2023Agreement and Plan of Merger • February 1st, 2023 • Atlas Technical Consultants, Inc. • Services-management consulting services • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of January 30, 2023, by and among GI Apple Midco LLC, a Delaware limited liability company (“Parent”), GI Apple Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Sub” and, together with Parent, the “Parent Entities”), and Atlas Technical Consultants, Inc., a Delaware corporation (the “Company”). Each of Parent, Merger Sub and the Company are sometimes referred to herein as a “Party.” All capitalized terms that are used in this Agreement have the respective meanings given to them in this Agreement.
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • February 1st, 2023 • Atlas Technical Consultants, Inc. • Services-management consulting services • Delaware
THIS VOTING AND SUPPORT AGREEMENT, dated as of January 30, 2023 (the “Agreement”), among GI Apple Midco LLC, a Delaware limited liability company (“Parent”), and AS&M SPV, LLC, a Delaware limited liability company, and Arrow Environmental SPV, LLC, a Delaware limited liability company, each of which is a stockholder (collectively, the “Holder”) of Atlas Technical Consultants, Inc., a Delaware corporation (the “Company”), and, solely for purposes of Section 3,1 hereof, and to the extent applicable, Article VI hereof, the Company.
