Exhibit 10.17


 


TENDER AND SUPPORT AGREEMENT


 


TENDER AND SUPPORT
AGREEMENT (this “Agreement”) dated as of October 19, 2020 by and among Atlas Technical Consultants, Inc. (the
“Company”) and each of the persons listed on Schedule A hereto (collectively, the “Public Warrant Holders,”
and each a “Public Warrant Holder”).


 


WITNESSETH:


 


WHEREAS, as
of the date hereof, each Public Warrant Holder is the beneficial owner of warrants sold as part of the units in the Company’s
initial public offering (the “IPO”) (whether they were purchased in the IPO or thereafter in the open market)
(the “Public Warrants”);


 


WHEREAS, as
of the date hereof, the public warrants are listed on the Nasdaq Stock Market (the “Nasdaq”) under the symbol “ATCXW”
and there are a total of 20,000,000 Public Warrants are outstanding;


 


WHEREAS, as
of the date hereof, 3,750,000 outstanding private placement warrants were issued as part of the units sold pursuant to certain
subscription agreements in a private placement transaction that closed concurrently with and in consummation of the Company’s
IPO (the “Private Placement Warrants,” and together with the Public Warrants, the “Warrants”);


 


WHEREAS, each
Public Warrant entitles its holder to purchase one share of Class A common stock, par value $0.0001 per share (the “Class
A Common Stock”) of the Company, for a purchase price of $11.50, subject to certain adjustments;


 


WHEREAS, the
Company is initiating an exchange offer (the “Exchange Offer”) pursuant to a registration statement on Form
S-4 to be filed with the Securities and Exchange Commission, as may be amended and supplemented (the “Registration Statement”),
to offer the Public Warrant Holders (along with the holders of the Private Placement Warrants) the opportunity to exchange their
Warrants for shares of Class A Common Stock, based on an exchange ratio of 0.185 shares of Class A Common Stock per Warrant and
subject to other terms and conditions to be disclosed in the Registration Statement, which exchange ratio and other terms and conditions
will be the same for the Public Warrants and the Private Placement Warrants;


 


WHEREAS, concurrent
with the Exchange Offer and as part of the Registration Statement, the Company is initiating a consent solicitation (the “Solicitation”)
to solicit the consent of the Public Warrant Holders to amend, effective upon the completion of the Exchange Offer, the terms of
the warrant agreement (the “Warrant Agreement”), dated November 15, 2018, by and between the Company and Continental
Stock Transfer & Trust Company, as warrant agent (the “Warrant Amendment”), which governs all of the Warrants,
to permit the Company to require that each Public Warrant that is still outstanding upon the closing of the Exchange Offer be converted
into 0.1665 shares of Class A Common Stock, which is a ratio 10% less than the exchange ratio applicable to the Exchange Offer,
as more fully described in the Registration Statement; and


 






     


     


    

 


WHEREAS, as
an inducement to the Company’s willingness to initiate the Exchange Offer and the Solicitation, each Public Warrant Holder
has agreed to enter into this Agreement.


 


NOW, THEREFORE,
in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth herein and
for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending
to be legally bound, do hereby agree as follows:


 


Section
1.01Agreement to Tender. Each Public Warrant Holder shall validly tender or cause to be tendered to the Company
all Public Warrants beneficially owned by such Public Warrant Holder as of the date hereof, free and clear of all liens, pursuant
to and in accordance with the terms of the Exchange Offer as described in the Registration Statement no later than the scheduled
or extended expiration time of the Exchange Offer at a ratio of 0.185 shares of Class A Common Stock per Public Warrant. Notwithstanding
anything to the contrary in the Registration Statement, after a Public Warrant Holder validly tenders his, her or its Public Warrants
to the Company in accordance with the terms of the Registration Statement, such Public Warrant Holder shall not withdraw or cause
to be withdrawn the tender of any of such Public Warrants from the Exchange Offer, unless this Agreement is terminated pursuant
to Section 1.06 hereof. For the avoidance of doubt, nothing in this Agreement shall restrict the Public Warrant Holder from acquiring
additional Warrants subsequent to the date hereof and such additional Warrants shall not be subject to the terms of this Agreement.


 


Section 1.02Agreement
to Consent. Each Public Warrant Holder shall deliver to the Company its timely consent with respect to the Solicitation with
respect to all of such Public Warrant Holder’s Public Warrants in accordance with the terms and conditions of the Solicitation
as described in the Registration Statement, and such Public Warrant Holder shall not withdraw or cause to be withdrawn any such
consent; provided, however that such consent may be withdrawn if this Agreement is terminated pursuant to Section 1.06 hereof.


 


Section 1.03Ownership
of Public Warrants. Each Public Warrant Holder represents and warrants to the Company, as of the date hereof and as of the
date of tender of such Public Warrant Holder’s Public Warrants in accordance with this Agreement, that such Public Warrant
Holder is the sole beneficial owner of the number of Public Warrants set forth opposite such Public Warrant Holder’s name
on Schedule A, and has good and marketable title to such Public Warrants free and clear of any liens, options, rights, or any
other encumbrances, limitations or restrictions whatsoever (other than liens imposed under typical prime brokerage agreements
and those restrictions imposed by applicable securities laws, this Agreement and the Warrant Agreement). Each Public Warrant Holder
shall not transfer any Public Warrants to any person (other than the Company in connection with the Exchange Offer) unless such
person acquiring such Public Warrants signs a joinder to this Agreement agreeing to be bound by all terms and conditions of this
Agreement.


 


Section 1.04Company
Covenants. The Company agrees that it shall take all steps reasonably necessary or desirable to commence the Exchange Offer
and Solicitation as soon as practicable consistent with this Agreement, and agrees to take all steps necessary to update the Registration
Statement as required by applicable laws and regulation, and that the Registration Statement, when declared effective, will comply
with all applicable Securities and Exchange Commission requirements.


 






    2


     


    

 


Section 1.05Specific
Performance. The parties hereto agree that irreparable damage would occur if any provision of this Agreement were not performed
in accordance with the terms hereof and that the parties shall be entitled to an injunction or injunctions to prevent breaches
of this Agreement or to enforce specifically the performance of the terms and provisions hereof, in addition to any other remedy
to which they are entitled at law or in equity.


 


Section 1.06Termination.
This Agreement shall terminate as to all Public Warrant Holders (a) upon written notice to all the Public Warrant Holders by the
Company, or upon the earlier of (i) the date the Company’s board of directors or a committee thereof determines to no longer
pursue the Exchange Offer and the Solicitation, and (ii) December 15, 2020; or (b) if the Company fails to commence the Exchange
Offer and Solicitation within 3 business days of the date hereof.


 


Section 1.07Public
Warrant Holder Obligations Several and Not Joint. The obligations of each Public Warrant Holder hereunder shall be several
and not joint, and no Public Warrant Holder shall be liable for any breach of the terms of this Agreement by any other Public
Warrant Holder.


 


Section 1.08Governing
Law. The validity, interpretation, and performance of this Agreement 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 Agreement 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.


 


Section 1.09Counterparts.
This Agreement may be signed in counterparts (which may include counterparts delivered by any standard form of telecommunication),
each of which shall be an original and all of which together shall constitute one and the same instrument. The words “execution,”
“signed,” “signature,” and words of like import in this Agreement or in any other certificate, agreement
or document related to this Agreement, 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.


 


[Signature Page Follows]


 






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IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be duly executed as of the date first above written.


 


	 	COMPANY:
	 	 	 	 
	 	ATLAS TECHNICAL CONSULTANTS, INC.
	 	 	 	 
	 	By:	/s/ L. Joe Boyer
	 	 	Name: 	L. Joe Boyer
	 	 	Title:	Chief Executive Officer


 




     


     


    

  


IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be duly executed as of the date first above written.


 


	 	HOLDER:
	 	 	 	 
	 	Millais Limited
	 	 	 	 
	 	By:	/s/ Michael Bell
	 	 	Name: 	Michael Bell
	 	 	Title:	Authorised Signatory


 


[Signature Page – Atlas Tender
and Support Agreement]


 




     


     


    

  


Schedule A


 


	Name of Public Warrant Holder	 	Number of Public Warrants	 
	Millais Limited


	 	 	8,870,000	 



 


 

A-1