Exhibit 10.1


 







AMENDMENT NO. 1 TO WARRANT AGREEMENT


This Amendment (this “Amendment”)
is made as of November 17, 2020 by and between Atlas Technical Consultants, Inc., a Delaware corporation (f/k/a Boxwood Merger
Corp.) (the “Company”), and Continental Stock Transfer & Trust Company, a New York Corporation, as
warrant agent (the “Warrant Agent”), and constitutes an amendment to that certain Warrant Agreement,
dated as of November 15, 2018 (the “Existing Warrant Agreement”), between the Company and the Warrant
Agent. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings given to such terms in the Existing
Warrant Agreement.


WHEREAS, in connection with the closing
of the business combination on February 14, 2020 (the “Atlas Business Combination”), the Company filed
the second amended and restated certificate of incorporation with the Secretary of State of the State of Delaware pursuant to which
the Company was renamed Atlas Technical Consultants, Inc.;


WHEREAS, in accordance with Section 4.4
of the Existing Warrant Agreement, upon effectiveness of the Atlas Business Combination, the holders of the warrants thereafter
had the right to purchase and receive, upon the basis and upon the terms and conditions specified in the warrants, shares of Class
A common stock (the “Common Stock”);


WHEREAS, Section 9.8 of the Existing
Warrant Agreement provides that the Company and the Warrant Agent may amend, subject to certain conditions provided therein, the
Existing Warrant Agreement with the vote or written consent of the Registered Holders of a majority of the number of the then outstanding
warrants;


WHEREAS, the Company desires to amend
the Existing Warrant Agreement to provide the Company with the right to require the holders of the warrants to exchange all of
the outstanding warrants for shares of Common Stock, on the terms and subject to the conditions set forth herein; and


WHEREAS, in the exchange offer and consent
solicitation undertaken by the Company pursuant to the Registration Statement on Form S-4 filed with the U.S. Securities and Exchange
Commission, the Registered Holders of more than a majority of the then outstanding warrants consented to and approved this Amendment.


NOW, THEREFORE, in consideration of the
mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
and intending to be legally bound hereby, the parties hereto agree to amend the Existing Warrant Agreement as set forth herein.


1. Amendment of Existing Warrant Agreement.
The Existing Warrant Agreement is hereby amended by:


(a) adding the new Section 6A
thereto:


“6A Mandatory Exchange.


6A.1 Company Election to Exchange.
Notwithstanding any other provision in this Agreement to the contrary, all (and not less than all) of the outstanding warrants
may be exchanged, at the option of the Company, at any time while they are exercisable and prior to their expiration, at the office
of the Warrant Agent, upon notice to the Registered Holders of the outstanding warrants, as described in Section 6A.2 below,
for shares of Common Stock (or any Alternative Issuance pursuant to Section 4.4), at the exchange rate of 0.1665 shares of Common
Stock (or any Alternative Issuance pursuant to Section 4.4) for each warrant held by the holder thereof (the “Consideration”)
(subject to equitable adjustment by the Company in the event of any stock splits, stock dividends, recapitalizations or similar
transaction with respect to the shares of Common Stock). In lieu of issuing fractional shares, any holder of warrants who would
otherwise have been entitled to receive fractional shares as Consideration will, after aggregating all such fractional shares
of such holder, be paid in cash (without interest) in an amount equal to such fractional part of a share multiplied by $6.69.



     


     


    

 


6A.2 Date Fixed for, and Notice of,
Exchange. In the event that the Company elects to exchange all of the warrants, the Company shall fix a date for the exchange
(the “Exchange Date”). Notice of exchange shall be mailed by first class mail, postage prepaid, by the
Company not less than fifteen (15) days prior to the Exchange Date to the registered holders of the warrants at their last addresses
as they shall appear on the registration books. Any notice mailed in the manner herein provided shall be conclusively presumed
to have been duly given whether or not the registered holder received such notice. The Company will make a public announcement
of its election following the mailing of such notice.


6A.3 Exercise After Notice of Exchange.
The warrants may be exercised, for cash (or on a “cashless basis” in accordance with subsection 3.3.1(b) of
this Agreement) at any time after notice of exchange shall have been given by the Company pursuant to Section 6A.2 hereof
and prior to the Exchange Date. On and after the Exchange Date, the Registered Holder of the warrants shall have no further rights
except to receive, upon surrender of the warrants, the Consideration.


2. Miscellaneous Provisions.


2.1 Severability. This Amendment
shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity
or enforceability of this Amendment or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable
term or provision, the parties hereto intend that there shall be added as a part of this Amendment a provision as similar in terms
to such invalid or unenforceable provision as may be possible and be valid and enforceable.


2.2 Applicable Law. The validity,
interpretation, and performance of this Amendment and of the warrants shall be governed in all respects by the laws of the State
of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws
of another jurisdiction. The Company hereby agrees that any action, proceeding or claim against it arising out of or relating in
any way to this Amendment shall be brought and enforced in the courts of the State of New York or the United States District Court
for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The
Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.


2.3 Counterparts. This Amendment
may be executed in any number of counterparts (which may include counterparts delivered by any standard form of telecommunication)
and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument. The words “execution,” “signed,” “signature,” and words of
like import in this Amendment or in any other certificate, agreement or document related to this Amendment, if any, shall include
images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf,”
“tif” or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign).
The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated,
sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as
a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law,
including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records
Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act
or the Uniform Commercial Code.


2.4 Effect of Headings. The section
headings herein are for convenience only and are not part of this Amendment and shall not affect the interpretation thereof.


2.5 Entire Agreement. The Existing
Warrant Agreement, as modified by this Amendment, constitutes the entire understanding of the parties and supersedes all prior
agreements, understandings, arrangements, promises and commitments, whether written or oral, express or implied, relating to the
subject matter hereof, and all such prior agreements, understandings, arrangements, promises and commitments are hereby canceled
and terminated.


[Signature Pages Follow]



     


     


    

 


IN WITNESS WHEREOF, each of the parties
has caused this Amendment to be duly executed as of the date first above written.


	 	ATLAS TECHNICAL CONSULTANTS, INC.
	 	 	 
	 	By:	/s/ L. Joe
    Boyer
	 	Name:	L. Joe Boyer
	 	Title: 	Chief Executive
    Officer
	 	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent
	 	 	 
	 	By:	/s/ Erika
    Young
	 	Name:	Erika Young
	 	Title: 	Vice President