CREDIT AGREEMENT dated as of February 14, 2020 among ATLAS TC HOLDINGS LLC, as Holdings, ATLAS TC BUYER LLC, as Initial Borrower ATLAS INTERMEDIATE HOLDINGS LLC, as New Borrower, The Lenders and Issuing Banks From Time to Time Party Hereto and...Credit Agreement • February 14th, 2020 • Atlas Technical Consultants, Inc. • Blank checks • New York
CREDIT AGREEMENT, dated as of February 14, 2020 (this “Agreement”), among ATLAS TC HOLDINGS LLC, a Delaware limited liability company (“Holdings”), Atlas TC BUYER LLC, a Delaware limited liability company (the “Initial Borrower”), immediately following consummation of, and after giving effect to, the Merger (as defined below), ATLAS INTERMEDIATE HOLDINGS LLC, a Delaware limited liability company (the “Company” and as successor to the Initial Borrower by operation of law and as further provided in Section 9.19, the “New Borrower”), the LENDERS and ISSUING BANKS from time to time party hereto and MACQUARIE CAPITAL FUNDING LLC as administrative agent (the “Administrative Agent”) and Swing Line Lender (as hereinafter defined).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 14th, 2020 • Atlas Technical Consultants, Inc. • Blank checks • Delaware
This Registration Rights Agreement (this “Agreement”) is made as of February 14, 2020 by and among Atlas Technical Consultants, Inc., a Delaware corporation (f/k/a 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”).
VOTING AGREEMENTVoting Agreement • February 14th, 2020 • Atlas Technical Consultants, Inc. • Blank checks • Delaware
This Voting Agreement (this “Agreement”), dated as of February 14, 2020 (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”.
RESTRICTIVE COVENANT AGREEMENTRestrictive Covenant Agreement • February 14th, 2020 • Atlas Technical Consultants, Inc. • Blank checks • Delaware
THIS RESTRICTIVE COVENANT AGREEMENT (this “Agreement”) is made as of February 14, 2020, 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”).
DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • February 14th, 2020 • Atlas Technical Consultants, Inc. • Blank checks • Delaware
This Director Nomination Agreement (this “Agreement”), dated as of February 14, 2020 (the “Effective Time”), is entered into by and among Atlas Technical Consultants, Inc., a Delaware corporation (the “Company”), and Atlas Technical Consultants Holdings LP, a Delaware limited partnership (“BCP” or “Atlas Seller”). 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.
LOCK-UP AGREEMENTLock-Up Agreement • February 14th, 2020 • Atlas Technical Consultants, Inc. • Blank checks • Delaware
This Lock-Up Agreement (this “Agreement”), dated as of February 14, 2020 (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”.
LIMITED LIABILITY COMPANY AGREEMENT OF ATLAS TC HOLDINGS LLC DATED AS OF FEBRUARY 14, 2020Limited Liability Company Agreement • February 14th, 2020 • Atlas Technical Consultants, Inc. • Blank checks • Delaware
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 February 14, 2020, by and among Atlas Technical Consultants, Inc., 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.
SUBSCRIPTION AGREEMENT dated as of February 14, 2020 between ATLAS TC HOLDINGS LLC and GSO COF III AIV-2 LPSubscription Agreement • February 14th, 2020 • Atlas Technical Consultants, Inc. • Blank checks • Delaware
SUBSCRIPTION AGREEMENT, dated as of February 14, 2020 (this “Agreement”), between Atlas TC Holdings LLC, a Delaware limited liability company (the “Company”), and GSO COF III AIV-2 LP (the “Purchaser”).
