Exhibit 10.4


 


DIRECTOR NOMINATION AGREEMENT


 


This Director Nomination
Agreement (this “Agreement”), dated as of February 14, 2020 (the “Effective Time”), is entered
into by and among Atlas Technical Consultants, Inc., a Delaware corporation (the “Company”), and Atlas Technical
Consultants Holdings LP, a Delaware limited partnership (“BCP” or “Atlas Seller”). Each of
the Company and BCP may be referred to herein as a “Party” and collectively as the “Parties”.
Except as otherwise indicated, capitalized terms used but not defined herein shall have the meanings set forth in Section 4
of this Agreement.


 


RECITALS


 


WHEREAS, pursuant to
that certain Unit Purchase Agreement, dated as of August 12, 2019 (as amended, the “Purchase Agreement”), by
and among the Company, Atlas TC Holdings LLC, Atlas TC Buyer LLC, Atlas Seller, and Atlas Intermediate Holdings LLC, a Delaware
limited liability company (“Atlas Intermediate”), the Atlas Seller received shares of the Company’s Class
B Common Stock; and


 


WHEREAS, in connection
with the Purchase Agreement, the Parties wish to set forth their understandings with respect to certain director nomination rights
of the Company following the Effective Time.


 


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. Board
of Directors.


 


(a) Subject
to the terms and conditions of this Agreement, from and after the Effective Time and until a Termination Event (as defined below)
shall have occurred, BCP shall have the right to designate such number of persons to be appointed or nominated, as the case may
be (including any successor, each, a “Nominee”), for election to the board of directors of the Company (the
“Board”) as provided in Section 1(c) in connection with the annual or special meeting of stockholders
of the Company, as the case may be, in which members of the Board are to be elected (each, a “Meeting”), by
giving written notice to the Company not later than ten days after receiving notice of the date of such Meeting provided to BCP;
provided, however, that the initial Board shall be elected or appointed as set forth in Section 1(b).


 


(b) The
Company shall take all necessary actions within its control, including but not limited to calling a meeting of the Board or executing
an action by unanimous written consent of the Board, such that, as of the Effective Time: (i) the size of the Board shall be set
at nine members; and (ii) the following persons, including the five BCP Directors (Brian Ferraioli, R. Foster Duncan, Jeff Jenkins,
George P. Bevan and Leonard Lemoine), shall form the composition of the Board to be either elected by the Company’s stockholders
at the Meeting held to approve the business combination transactions or appointed to the Board as of the Effective Time: (A) L.
Joe Boyer, Joe Reece and Brian Ferraioli shall be Class I Directors with terms ending at the Company’s 2020 Annual Meeting;
(B) R. Foster Duncan, Jeff Jenkins and Daniel G. Weiss shall be Class II Directors with terms ending at the Company’s 2021
Annual Meeting; and (C) George P. Bevan, Leonard Lemoine and Stephen M. Kadenacy shall be Class III Directors with terms ending
at the Company’s 2022 Annual Meeting.


 






     


     


    

 


(c) Subject
to the terms and conditions of this Agreement, from and after the Effective Time and until a Termination Event shall have occurred,
the Company shall, as promptly as practicable, take all necessary and desirable actions within its control (including, without
limitation, calling special meetings of the Board and the stockholders and recommending, supporting and soliciting proxies), so
that:


 


(i) for
so long as BCP (together with its Affiliates) Beneficially Owns shares of Common Stock representing at least 50% of the voting
power of all shares of the Company’s capital stock entitled to vote generally in the election of directors, BCP shall have
the right to nominate at least a majority of all directors of the Board;


 


(ii) for
so long as BCP (together with its Affiliates) Beneficially Owns shares of Common Stock representing less than 50% and equal to
or greater than 35% of the voting power of all shares of the Company’s capital stock entitled to vote generally in the election
of directors, BCP shall have the right to nominate a number of Nominees equal to three (less the number of BCP Directors who are
not up for election);


 


(iii) for
so long as BCP (together with its Affiliates) Beneficially Owns shares of Common Stock representing less than 35% and equal to
or greater than 15% of the voting power of all shares of the Company’s capital stock entitled to vote generally in the election
of directors, BCP shall have the right to nominate a number of Nominees equal to two (less the number of BCP Directors who are
not up for election);


 


(iv) for
so long as BCP (together with its Affiliates) Beneficially Owns shares of Common Stock representing less than 15% and equal to
or greater than five percent of the voting power of all shares of the Company’s capital stock entitled to vote generally
in the election of directors, BCP shall have the right to nominate a number of Nominees equal to one (less the number of BCP Directors
who are not up for election); and


 


(v) the
Board shall include the then sitting Chief Executive Officer of the Company as a Director.


 


provided, however, that,
if at any time the number of shares of Common Stock that BCP (together with its Affiliates) Beneficially Owns is reduced to a percentage
of the voting power of all shares of the Company’s capital stock entitled to vote generally in the election of directors
that would entitle BCP to nominate a lesser number of Nominees than the number of Directors serving on the Board at such time that
were BCP Nominees, BCP shall identify such excess Director or Directors who are BCP Directors and who shall be required to immediately
offer their resignation from the Board for consideration by the Board (acting without any of the BCP Nominees then on the Board).


 









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(d) During
the time that BCP shall have the right to nominate a number of Nominees that is equal to two or three pursuant to Sections 1(c)(iii)
or (c)(ii), respectively, the Company shall, in connection with the nomination of such second or third Nominee, as the case
may be, set the size of the Board to seven or eight, respectively; provided, however, that if at any time BCP no
longer Beneficially Owns shares of Common Stock representing equal to or greater than 35% of the voting power of all shares of
the Company’s capital stock entitled to vote generally in the election of directors as required under Section 1(c)(ii)
but does Beneficially Own shares of Common Stock representing equal to or greater than 15% of the voting power of all shares of
the Company’s capital stock entitled to vote generally in the election of directors as required under Section 1(c)(iii),
the size of the Board shall be reduced by one director such that the size of the Board is set at seven members. During the time
that BCP shall have the right to nominate a majority of all the directors of the Board pursuant to Section 1(c)(i), the
Company shall increase the size of the Board to the minimum number necessary to permit the nomination of such number of Nominees
as will constitute a majority of the Board; provided, however, that if at any time BCP no longer Beneficially Owns
shares of Common Stock representing at least 50% of the voting power of all shares of the Company’s capital stock entitled
to vote generally in the election of directors as required under Section 1(c)(i), the Company shall set the size of the
Board to seven or eight in accordance with Sections 1(c)(iii) or (c)(ii), as applicable at such time; provided further
that any vacancy on the Board as a result of the resignation of any BCP Director required hereunder as a result of a decrease in
ownership shall be filled by an independent Director who (a) is not affiliated with BCP or any other Director of the Board, (b)
has been nominated by the nominating committee of the Board and (c) has been approved by a majority of the directors of the Board
(after giving effect to the resignation of such BCP Director(s)) acting without the Chief Executive Officer in his capacity as
a director of the Board. If the first four such candidates presented are not approved by such a majority of the directors of the
Board, then such vacancy shall be filled by an independent Director who (x) is not affiliated with BCP or any other Director of
the Board, (y) has been nominated by the nominating committee of the Board and (z) has been approved by a majority of the directors
of the Board (after giving effect to the resignation of such BCP Director(s)). For the avoidance of doubt, no member of the Board
that is not a Nominee of BCP shall be required to resign from the Board to permit the nomination or election of a Nominee of BCP.
Notwithstanding the foregoing, if the Board does not accept the resignation of a BCP Nominee who is a BCP Director tendered in
accordance with Section 1(c), the size of the Board shall not be reduced. The size of the Board shall not be increased after
the date hereof without the consent of (i) BCP, so long as BCP maintains the right to nominate at least a majority of all directors
of the Board pursuant to this Agreement, and (ii) the majority of the directors of the Board acting without any of the BCP Directors
then on the Board.


 


(e) The
Company shall take all actions necessary to ensure that: (i) the applicable Nominees are included in the Board’s slate of
nominees to the stockholders of the Company for each election of Directors and recommended by the Board at any meeting of stockholders
called for the purpose of electing directors; and (ii) each applicable Nominee up for election is included in the proxy statement
prepared by management of the Company in connection with the Company’s solicitation of proxies or consents in favor of the
foregoing for 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.


 


(f) If
a vacancy occurs because of the death, disability, disqualification, resignation or removal of a BCP Director or for any other
reason, BCP shall be entitled to designate such person’s successor, and the Company shall, within ten days of such designation,
take all necessary actions within its control such that such vacancy shall be filled with such successor Nominee, it being understood
that any such successor designee shall serve the remainder of the term of the Director whom such designee replaces. Notwithstanding
anything to the contrary, the director position for such BCP Director shall not be filled pending such designation and appointment,
unless BCP fails to designate such replacement for more than 15 days, after which the Company may appoint an interim successor
Director (an “Interim Director”) until BCP makes such designation. With respect to any Interim Director appointed
pursuant to this Section 1(f), as a condition to such Interim Director’s appointment to the Board, the Company shall
cause such Interim Director to deliver to the Company an irrevocable resignation letter pursuant to which such Interim Director
shall resign from the Board and all applicable committees thereof effective within 10 days upon the designation of a BCP Director
to replace such Interim Director at any time following the date of such Interim Director’s appointment to the Board.


 






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(g) If
a Nominee is not elected because of such Nominee’s death, disability, disqualification, withdrawal as a nominee or for any
other reason, BCP shall be entitled to designate promptly another Nominee and the Company shall take all necessary actions within
its control such that the director position for which such Nominee was nominated shall not be filled pending such designation or
the size of the Board shall be increased by one and such vacancy shall be filled with such successor Nominee within ten days of
such designation. Notwithstanding anything to the contrary, the director position for which such Nominee was nominated shall not
be filled pending such designation and appointment, unless BCP fails to designate such Nominee for more than 15 days, after which
the Company may appoint an Interim Director who may serve as a director if duly elected until BCP makes such designation. With
respect to any Interim Director appointed pursuant to this Section 1(g), as a condition to such Interim Director’s
appointment to the Board, the Company shall cause such Interim Director to deliver to the Company an irrevocable resignation letter
pursuant to which such Interim Director shall resign from the Board and all applicable committees thereof effective within 10 days
upon the designation of a BCP Director to replace such Interim Director at any time following the date of such Interim Director’s
appointment to the Board.


 


(h) BCP
Directors that are not employees or affiliates of BCP shall be entitled to compensation consistent with the compensation received
by other non-employee Directors, including any fees and equity awards. In addition, the Company shall pay the reasonable, documented
out-of-pocket expenses incurred by each BCP Director in connection with his or her services provided to or on behalf of the Company,
including attending meetings (including committee meetings) or events attended on behalf of the Company at the Company’s
request.


 


(i) In
accordance with the Company’s Organizational Documents, the Board may from time to time by resolution establish and maintain
one or more committees of the Board, each committee to consist of one or more Directors. The Company shall notify BCP in writing
of any new committee of the Board to be established at least 15 days prior to the effective establishment of such committee. If
requested by BCP, the Company shall take all necessary steps within its control to cause at least one BCP Director (selected by
BCP) to be appointed as a member of each committee of the Board unless such designation would violate any legal restriction on
such committee’s composition or the rules and regulations of any applicable exchange on which the Company’s securities
may be listed (subject in each case to any applicable exceptions).


 






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(j) The
Company shall (i) purchase directors’ and officers’ liability insurance in an amount and pursuant to terms determined
by the Board to be reasonable and customary and (ii) for so long as any Director to the Board nominated pursuant to the terms of
this Agreement serves as a Director of the Company, maintain such coverage with respect to such Directors; provided, that
upon removal or resignation of such Director for any reason, the Company shall take all actions reasonably necessary to extend
such directors’ and officers’ liability insurance coverage for a period of not less than six years from any such event
in respect of any act or omission occurring at or prior to such event.


 


(k) For
so long as any BCP Director serves as a Director of the Company, the Company shall not amend, alter or repeal any right to indemnification
or exculpation covering or benefiting any Director nominated pursuant to this Agreement as and to the extent consistent with applicable
Law, including but not limited to any such rights to indemnification or exculpation in the Company’s Organizational Documents
(except to the extent such amendment or alteration permits the Company to provide broader indemnification or exculpation rights,
in the aggregate and on an individual basis, on a retroactive basis, than permitted prior thereto).


 


(l) Notwithstanding
anything herein to the contrary, if BCP has the right to designate one or more Nominees and either has not exercised such right
or such Nominee has not been elected as a BCP Director (in each case, such that there are no BCP Directors on the Board), then
BCP may elect at such time in its sole discretion to designate one Board observer (regardless of how many rights to designate Nominees
BCP may have) (the “Board Observer”) to attend and participate in all meetings of the Board or any committees
thereof in a non-voting capacity by the giving of written notice to the Company of such election (“Observation Election”).
In connection therewith, the Company shall simultaneously give such Board Observer copies of all notices, consents, minutes and
other materials, financial or otherwise, which the Company provides to the Board; provided, however, that if the
Board Observer does not, upon the written request of the Company, before attending any meetings of the Board, execute and deliver
to the Company an agreement to abide by all Company policies applicable to members of the Board and a confidentiality agreement
reasonably acceptable to the Company, the Board Observer may be excluded from access to any material or meeting or portion thereof
if the Board determines in good faith, upon advice of counsel, that such exclusion is reasonably necessary to protect highly confidential
proprietary information of the Company or confidential proprietary information of third parties that the Company is required to
hold in confidence, or for other similar reasons. BCP may revoke any such Observation Election at any time upon written notice
to the Company after which BCP shall be entitled to designate a replacement Board Observer; provided, further, that
the Board Observer shall not share any such information if the Company informs the Board Observer that such sharing could be reasonably
expected to compromise or otherwise adversely affect the Company’s and/or its affiliates’ ability to assert any attorney-client
privilege or similar rights.


 


(m) The
Company acknowledges and agrees that the BCP Directors may share any information concerning the Company and its subsidiaries received
by them, from or on behalf of the Company or its designated representatives, with BCP and its designated representatives; provided,
however, that BCP and its designated representatives shall be required to execute and deliver to the Company an agreement
to abide by all Company policies applicable to members of the Board and a confidentiality agreement reasonably acceptable to the
Company to protect highly confidential proprietary information of the Company or confidential proprietary information of third
parties that the Company is required to hold in confidence, or for other similar reasons; provided, further, that
the BCP Directors shall not share any such information if the Company informs the BCP Directors that such sharing could be reasonably
expected to compromise or otherwise adversely affect the Company’s and/or its affiliates’ ability to assert any attorney-client
privilege or similar rights.


 






    5


     


    

 


(n) At
least 50% of the Nominees must qualify at all times as “independent” pursuant to the applicable listing standards of
the Approved Stock Exchange and the U.S. Securities and Exchange Commission.


 


(o) If
the Chief Executive Officer of the Company is serving as a Director and shall cease to be the Chief Executive Officer of the Company
for any reason, the Company shall take all actions necessary to remove such Director from the Board as soon as reasonably practicable.


 


(p) For
the avoidance of doubt, a reduction in the percentage of Common Stock Beneficially Owned by BCP and its Affiliates that occurs
following a vacancy resulting from a Nominee who is a BCP Director ceasing to serve as a Director for any reason shall not impact
BCP’s right to fill such vacancy. In addition, BCP shall not be obligated to designate all (or any) of the directors it is
entitled to designate pursuant to this Agreement and the failure to do so shall not constitute a waiver of its rights hereunder.


 


Section 2. Actions
Requiring Special Approval. Without the prior approval of BCP, from and after the Effective Time and at any time prior to
a Termination Event, the Company shall not take or omit to take, as applicable, or agree to take or omit to take, as applicable,
directly or indirectly, any action to increase or decrease the size of the Board other than as provided in Section 1 hereof
or to make a change to the classes on which the Directors serve.


 


Section 3. Restrictions
on Transfer of Common Stock.


 


(a) Other
than in connection with the Purchase Agreement and the transactions contemplated thereby or in accordance with Section 3(c),
the members of the management team of Atlas Intermediate shall not Transfer shares of Common Stock or warrants to purchase shares
of Common Stock Beneficially Owned or otherwise held by them prior to the termination of the Initial Lock Up Period. The period
during which the Transfer of Common Stock or warrants to purchase shares of Common Stock shall be restricted in accordance with
this Section 3(a) shall be referred to as the “Lock Up Period.”


 


(b) BCP
and the Company acknowledge and agree that, notwithstanding anything to the contrary herein, the shares of Common Stock and warrants
to purchase shares of Common Stock, in each case, held or Beneficially Owned by BCP shall remain subject to the restrictions on
Transfer under applicable securities Laws of any state, federal or foreign entity and the rules and regulations promulgated thereunder.


 






    6


     


    

 


(c) Notwithstanding
anything to the contrary in this Section 3, Transfers of shares of Common Stock or warrants to purchase shares of Common
Stock are permitted (i) to Permitted Transferees who shall (A) be subject to the restrictions in this Section 3 as if they
were the original holders of such shares and (B) promptly Transfer such shares back to the transferor if they cease to be a Permitted
Transferee for any reason prior to the date such shares become freely Transferable in accordance herewith; (ii) in the case
of an individual, by a gift to a member of the individual’s immediate family or to a trust, the beneficiary of which is a
member of one of the individual’s immediate family, an Affiliate of such person or to a charitable organization; (iii) in
the case of an individual, by virtue of Laws of descent and distribution upon death of the individual; or (iv) in the case of an
individual, pursuant to a qualified domestic relations order; provided, however, that these Transferees must become
a party to this Agreement by executing and delivering such documents as may be necessary to make such Transferee a party hereto.


 


(d) The
restrictions on Transfer set forth in Section 3 shall automatically terminate upon the occurrence of a Change of Control
during the Lock Up Period.


 


Section 4. Definitions.


 


“Affiliate”
means, with respect to any specified Person, any Person that, directly or indirectly, controls, is controlled by, or is under common
control with, such specified Person, through one or more intermediaries or otherwise.


 


“Agreement”
has the meaning set forth in the preamble.


 


“Annual Meeting”
means any meeting of the stockholders of the Company held for the purpose of electing the Directors of the Company.


 


“Approved Stock
Exchange” means the Nasdaq, the New York Stock Exchange or any other national securities exchange on which any of the
Common Stock of the Company is listed.


 


“Atlas Seller”
has the meaning set forth in the preamble.


 


“Atlas Intermediate”
has the meaning set forth in the preamble.


 


“BCP”
has the meaning set forth in the preamble.


 


“BCP Director”
means an individual elected or appointed to the Board that has been nominated or designated by BCP pursuant to this Agreement.


 


“Beneficially
Own” has the meaning ascribed to it in Section 13(d) of the Securities Exchange Act of 1934, as amended.


 


“Board”
has the meaning set forth in Section 1(a).


 


“Board Observer”
has the meaning set forth in Section 1(l).


 






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“Business Day”
means a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York, are authorized or required
by Law to close.


 


“Change of Control”
means a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s
stockholders having the right to exchange their shares of Common Stock for cash, securities or other property.


 


“Class I Director”
has the meaning set forth in the Organizational Documents of the Company.


 


“Class II Director”
has the meaning set forth in the Organizational Documents of the Company.


 


“Class III Director”
has the meaning set forth in the Organizational Documents of the Company.


 


“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.


 


“Common Stock”
shall mean the shares of Class A Common Stock and Class B Common Stock.


 


“Common Stock
Price” shall have the meaning set forth in the Purchase Agreement.


 


“Company”
has the meaning set forth in the preamble.


 


“Director”
means a member of the Board until such individual’s death, disability, disqualification, resignation or removal.


 


“Effective Time”
has the meaning set forth in the preamble.


 


“Initial Lock
Up Period” means the period commencing on the Effective Time and ending on the date that is six months following the
Effective Time.


 


“Law”
has the meaning ascribed to it in the Purchase Agreement.


 


“Lock Up Period”
has the meaning set forth in Section 3(a).


 


“Nominee”
has the meaning set forth in Section 1(a).


 


“Observation
Election” has the meaning set forth in Section 1(l).


 


“Organizational
Documents” means the Company’s certificate of incorporation and bylaws, as in effect at the Effective Time, as
the same may be amended from time to time.


 


“Party”
has the meaning set forth in the preamble.


 






    8


     


    

 


“Permitted Transferee”
means, with respect to any Person, (i) the direct or indirect partners, members, equity holders or other Affiliates of such Person,
or (ii) any of such Person’s related investment funds or vehicles controlled or managed
by such Person or Affiliate of such Person.


 


“Person”
means any individual, firm, corporation, partnership, limited liability company, incorporated or unincorporated association, joint
venture, joint stock company, governmental agency or instrumentality or other entity of any kind.


 


“Proceeding”
has the meaning ascribed to it in the Purchase Agreement.


 


“Purchase Agreement”
has the meaning set forth in the recitals.


 


“Termination
Event” has the meaning set forth in Section 18.


 


“Transfer”
means any sale, transfer, assignment or other disposition of (whether with or without consideration and whether voluntary or involuntary
or by operation of Law) of Common Stock. “Transferable” and “Transferee” shall each have
a correlative meaning.


 


Section 5. 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 Company may not assign any of its rights or obligations hereunder without the prior written consent of BCP. 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 6. 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 7. 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 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 (which shall not constitute notice) to:
	 	 	 	 
	 	 	 	Winston & Strawn
	 	 	 	200 Park Avenue
	 	 	 	New York, NY 10166-4193
	 	 	 	Attention:	Joel Rubinstein
	 	 	 	 	Jason Osborn
	 	 	 	Fax:	 (212) 294-5336
	 	 	 	Email:	jrubinstein@winston.com
	 	 	 	 	josborn@winston.com
	 	 	 	 
	 	 	with a copy (which shall not constitute notice) to:
	 	 	 
	 	 	 	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:	wbenitez@kirkland.com
	 	 	 	 	julian.seiguer@kirkland.com



 






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	 	(b)	If to the Atlas Holders or BCP:
	 	 	 
	 	 	 	Atlas Technical Consultants Holdings LP
	 	 	 	13215 Bee Cave Parkway
	 	 	 	Bldg. B, Suite 230
	 	 	 	Austin, Texas 78738
	 	 	 	Attention:	L. Joseph Boyer
	 	 	 	Email:	joe.boyer@atlastechnical.us
	 	 	 	 
	 	 	with a copy (which shall not constitute notice) to:
	 	 	 
	 	 	 	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 a copy (which shall not constitute notice) to:

                                                 

	 	 	 	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:	 wbenitez@kirkland.com
	 	 	 	 	julian.seiguer@kirkland.com


 


Section 8. Adjustments.
If, and as often as, there are any changes in the Common Stock by way of stock split, stock dividend, combination or reclassification,
or through merger, consolidation, reorganization, recapitalization or sale, or by any other means, appropriate adjustment shall
be made in the provisions of this Agreement, as may be required, so that the rights, privileges, duties and obligations hereunder
shall continue with respect to the Common Stock as so changed.


 


Section 9. 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 10. 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.


 


Section 11. 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 12. 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 13. 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 14. 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 14.
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 15. Entire
Agreement. This Agreement, together with the Purchase Agreement, the agreements referenced herein and the other agreements
entered into in connection with the consummation of the transactions contemplated by 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 16. 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 17. 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. 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 18. Termination.
Notwithstanding anything to the contrary contained herein, if BCP (together with its Affiliates and permitted assignees) ceases
to Beneficially Own or otherwise directly or indirectly hold shares of Common Stock representing at least five (5%) of the voting
power of all shares of the Company’s capital stock entitled to vote generally in the election of directors (“Termination
Event”), then this Agreement shall expire and terminate automatically; provided, however, that Sections
1(h), (j), (k) and (l), Sections 3 through 10, Sections 13 through 17, this
Section 18 and Section 19 shall survive the termination of this Agreement.


 


Section 19. Enforcement.
Each of the Parties covenant and agree that the disinterested Directors of the Board have the right to enforce, waive or take
any other action with respect to this Agreement on behalf of the Company.


 


* * * * *


 




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


 


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


 


Signature Page to Director Nomination
Agreement


 




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	 	BCP:
	 	 
	 	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 Director Nomination
Agreement


 




 


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