Exhibit 10.7


 





VOTING AGREEMENT


 


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”.


 


RECITALS


 


WHEREAS, pursuant to
that certain Director Nomination Agreement (the “Director Nomination Agreement”), dated as of as of the Effective
Time, by and among the Company and Atlas Technical Consultants Holdings LP, a Delaware limited partnership (“BCP”),
the Company agreed to provide BCP with the right to nominate to the Company’s board of directors (the “Board”)
certain BCP Nominees (such term and other terms used but not defined hereto having the meanings set forth in the Director Nomination
Agreement); and


 


WHEREAS, in connection
therewith, the Parties wish to set forth in this Agreement their agreements with respect to the voting by the Sponsor of its shares
of Common Stock in favor of the Nominees following the Effective Time on the terms and subject to the conditions set forth herein;


 


AGREEMENT


 


NOW, THEREFORE, in
consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Parties hereby agree as follows:


 


Section 1. Covenant
to Vote. Subject to the terms and conditions of this Agreement and the Director Nomination Agreement, from and after the Effective
Time and until a Termination Event under the Director Nomination Agreement or any other termination of the Director Nomination
Agreement shall have occurred, the Sponsor agrees that it shall vote all of its shares of Common Stock in favor of each BCP Nominee
for election to the Board and who has been recommended by the Board for such appointment or nomination at every meeting of the
stockholders of the Company called with respect to the election of members of the Board, and at every adjournment or postponement
thereof, and on every action or approval by written resolution of the stockholders of the Company or the Board with respect to
the election of members of the Board.


 


Section 2. Assignment;
Benefit of Parties. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective
successors, legal representatives and assignees for the uses and purposes set forth and referred to herein. Notwithstanding the
foregoing, the Sponsor may not assign any of its rights or obligations hereunder without the prior written consent of the Company.
Nothing herein contained shall confer or is intended to confer on any third party or entity that is not a party to this Agreement
any rights under this Agreement.


 






     


     


    

 


Section 3. Remedies.
The Parties shall be entitled to enforce their rights under this Agreement specifically, to recover damages by reason of any breach
of any provision of this Agreement and to exercise all other rights existing in their favor. The Parties agree and acknowledge
that a breach of this Agreement would cause irreparable harm and money damages would not be an adequate remedy for any such breach
and that, in addition to other rights and remedies hereunder, the Parties shall be entitled to specific performance and/or injunctive
or other equitable relief (without posting a bond or other security) from any court of Law or equity of competent jurisdiction
in order to enforce or prevent any violation of the provisions of this Agreement.


 


Section 4. Notices.
All notices and other communications among the Parties shall be in writing and shall be deemed to have been duly given (i) when
delivered in person, (ii) when delivered after posting in the United States mail having been sent registered or certified mail
return receipt requested, postage prepaid, (iii) when delivered by FedEx or other nationally recognized overnight delivery service
or (iv) when e-mailed during normal business hours (and otherwise as of the immediately following Business Day), addressed as follows:


 





	 	(a)	If to the Sponsor:
	 	 	 
	 	 	 	Boxwood Sponsor LLC
	 	 	 	8801 Calera Drive
	 	 	 	Austin, Texas 78735
	 	 	 	Attention:  Steve Kadenacy
	 	 	 	E-mail:  sk@boxwoodmc.com
	 	 	 	 
	 	(b)	If 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







 


Section 5. No
Strict Construction. The language used in this Agreement shall be deemed to be the language chosen by the Parties to express
their mutual intent, and no rule of strict construction shall be applied against any Party.


 


Section 6. No
Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended or shall be construed to confer upon,
or give to, any person or entity other than the Parties and their respective successors and assigns any remedy or claim under or
by reason of this Agreement or any terms, covenants or conditions hereof, and all of the terms, covenants, conditions, promises
and agreements contained in this Agreement shall be for the sole and exclusive benefit of the Parties and their respective successors
and assigns.


 






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Section 7. Further
Assurances. Each of the Parties hereby agrees that it will hereafter execute and deliver any further document, agreement, instruments
of assignment, transfer or conveyance as may be necessary or desirable to effectuate the purposes hereof.


 


Section 8. Counterparts.
This Agreement may be executed in one or more counterparts, and may be delivered by means of facsimile or electronic transmission
in portable document format, each of which shall be deemed to be an original and shall be binding upon the Party who executed the
same, but all of such counterparts shall constitute the same agreement.


 


Section 9. Governing
Law. This Agreement, and all claims or causes of action based upon, arising out of, or related to this Agreement or the transactions
contemplated hereby, shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without giving
effect to principles or rules of conflict of Laws to the extent such principles or rules would require or permit the application
of Laws of another jurisdiction.


 


Section 10. Jurisdiction;
WAIVER OF TRIAL BY JURY. Any Proceeding based upon, arising out of or related to this Agreement or the transactions contemplated
hereby may be brought in federal and state courts located in the State of Delaware, and each of the Parties irrevocably submits
to the exclusive jurisdiction of each such court in any such Proceeding, waives any objection it may now or hereafter have to personal
jurisdiction, venue or to convenience of forum, agrees that all claims in respect of the Proceeding shall be heard and determined
only in any such court, and agrees not to bring any Proceeding arising out of or relating to this Agreement or the transactions
contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any Party to serve process
in any manner permitted by Law or to commence legal proceedings or otherwise proceed against any other Party in any other jurisdiction,
in each case, to enforce judgments obtained in any Proceeding brought pursuant to this Section 10. EACH OF THE PARTIES HEREBY
IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING BASED UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


Section 11. Entire
Agreement. This Agreement, together with the Director Nomination Agreement, the Purchase Agreement, the agreements referenced
herein and the other agreements entered into in connection with the consummation of the transactions contemplated by the Director
Nomination Agreement and the Purchase Agreement, constitute the entire agreement among the Parties relating to the transactions
contemplated hereby and supersede any other agreements, whether written or oral, that may have been made or entered into by or
among any of the Parties or any of their respective subsidiaries relating to the transactions contemplated hereby.


 


Section 12. Severability.
If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions
of this Agreement shall remain in full force and effect. The Parties further agree that if any provision contained herein is, to
any extent, held invalid or unenforceable in any respect under the Laws governing this Agreement, the remaining provisions of this
Agreement shall be reformed, construed and enforced to the fullest extent permitted by Law and to the extent necessary to give
effect to the intent of the Parties.


 


Section 13. Amendment
and Waiver. Except as otherwise provided herein, no modification, amendment or waiver of any provision of this Agreement shall
be effective against the Parties unless such modification is approved in writing by the Parties and, in the case of the Company,
approved by the unanimous vote of the members of the Board who are not affiliated with Sponsors or BCP. The failure of any Party
to enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such provisions and shall not affect
the right of such Party thereafter to enforce each and every provision of this Agreement in accordance with its terms.


 


Section 14. Termination.
Notwithstanding anything to the contrary contained herein, this Agreement shall immediately and without further action by any of
the Parties, automatically terminate upon the termination of, or the occurrence of a Termination Event under, the Director Nomination
Agreement.


 


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IN WITNESS WHEREOF,
the Parties have executed this Agreement as of the Effective Time.


 


	 	Sponsor:
	 	 	 
	 	BOXWOOD SPONSOR LLC
	 	 	 
	 	By:	/s/ Stephen M. Kadenacy
	 	Name:	Stephen M. Kadenacy
	 	Title:	Manager


 


[Signature Page to Voting Agreement]





 




     


     


    


 


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


 


[Signature Page to Voting Agreement]