Exhibit 10.5


 





REGISTRATION
RIGHTS AGREEMENT


 


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”).


 


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 August 12, 2019 (as amended, 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.


 






     


     


    

 


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).


 






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“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.


 


“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.


 


“GSO Holder
Registrable Securities” shall mean “Registrable Securities” as defined in the GSO Registration Rights Agreement.


 


“GSO Holders”
shall mean “Holders” as defined in the GSO Registration Rights Agreement.


 


“GSO Registration
Rights Agreement” shall mean that certain Registration Rights Agreement, dated as of February 14, 2020, by and among
the Company, GSO Capital Opportunities Fund III LP 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.


 






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“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.


 


“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.


 






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“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.


 


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, Atlas Technical Consultants SPV, LLC (“ATC SPV”) or Arrow Environmental SPV, LLC
(together with ATC SPV, “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).


 






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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;


 


(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),
(B) GSO Holder Registrable Securities of GSO Holders exercising their rights to register their GSO Holder Registrable Securities
pursuant to the GSO Registration Rights Agreement and (C) 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).


 






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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.


 






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(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; (2) GSO Holder Registrable Securities
of GSO Holders exercising their rights to register their GSO Holder Registrable Securities pursuant to the GSO Registration Rights
Agreement; and (3) 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; (2) GSO Holder Registrable Securities of GSO
Holders exercising their rights to register their GSO Holder Registrable Securities pursuant to the GSO Registration Rights Agreement;
and (3) 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.


 






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(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.


 


(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.


 






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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;


 


(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;


 






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(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;


 


(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;


 






    11


     


    

 


(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.


 


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.


 






    12


     


    

 


(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


 


(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.


 






    13


     


    

 


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.


 


(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.


 






    14


     


    

 


(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.


 


(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.


 






    15


     


    

 


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 Holding LP

        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

         
	
        with copies to (which shall not constitute notice):

         

        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

         

         

        Atlas Technical Consultants, Inc.

        13215 Bee Cave Parkway

        Bldg. B, Suite 230

        Austin, Texas 78738

        Attention: L. Joseph Boyer

        Email: joe.boyer@atlastechnical.us
	
        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

         

        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

         



 






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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).


 


(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.


 






    17


     


    

 


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.


 






    18


     


    

 


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.


 


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.


 


*   *   *   *   *


 




    19


     


    


 


IN WITNESS WHEREOF,
each of the undersigned has caused this Agreement to be executed as of the date first written above.


 





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


 





Signature Page to Registration Rights
Agreement


 











     


     


    

 





	 	HOLDERS:  
	 	 
	 	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 Registration Rights
Agreement







 




     


     


    


 


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 Atlas Technical Consultants, Inc., 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:	 
	_____________________.	 
	 	 
	ATLAS TECHNICAL CONSULTANTS, INC.	 
	 	 
	 	 
	By:	_______________________________	 
	Its:	_______________________________	 












 





Exhibit A to Registration Rights Agreement