Exhibit 10.1









 


 


 


 


 















 






 


 


 





 


 


SUBSCRIPTION AGREEMENT


 


dated as of February 14, 2020


 


between


 


ATLAS
TC HOLDINGS LLC


 


and


 


GSO
COF III AIV-2 LP


 


 


 


 


 













 







     


     


    


 


TABLE OF CONTENTS


 





	RECITALS	1
	 	 
	ARTICLE I	PURCHASE; CLOSING	2
	 	 	 
	1.1	Purchase	2
	1.2	Closing	2
	1.3	Closing Conditions	2
	 	 	 
	ARTICLE II	REPRESENTATIONS AND WARRANTIES	5
	 	 	 
	2.1	Representations and Warranties of the Company	5
	2.2	Representations and Warranties of the Purchaser	11
	 	 	 
	ARTICLE III	COVENANTS	13
	 	 	 
	3.1	Actions	13
	3.2	Waivers Under or Amendments to Acquisition Agreement	13
	 	 	 
	ARTICLE IV	MISCELLANEOUS	14
	 	 	 
	4.1	Expenses	14
	4.2	Amendment; Waiver	14
	4.3	Counterparts and Facsimile	14
	4.4	Governing Law	14
	4.5	WAIVER OF JURY TRIAL	14
	4.6	Notices	14
	4.7	Entire Agreement, Etc	15
	4.8	Interpretation; Other Definitions	16
	4.9	Captions	16
	4.10	Severability	17
	4.11	No Third-Party Beneficiaries	17
	4.12	Public Announcements	17
	4.13	Specific Performance	17
	4.14	No Recourse	17


 






    (i)


     


    

 


INDEX OF DEFINED TERMS


 


	
        Term
	 	
        Location
        of

        Definition

	Acquisition Agreement	 	Recitals
	Acquisition Co.	 	Recitals
	Action	 	2.1(h)
	Affiliate	 	4.8(a)
	Agreement	 	Preamble
	Amended and Restated Operating Agreement	 	1.2(b)
	Anti-Corruption Laws	 	2.1(o)
	Beneficial Ownership Regulation	 	1.3(c)(ix)
	business day	 	4.8(e)
	Closing	 	1.2(a)
	Closing Date	 	1.2(a)
	Commitment Letter	 	Recitals
	Company	 	Preamble
	Company Parties	 	2.1(o)
	Company Subsidiary	 	2.1(a)(ii)
	Company’s knowledge	 	4.8(g)
	control/controlled by/under common control with	 	4.8(a)
	Exchange Act	 	4.8(f)
	Fair Value	 	2.1(j)(i)
	Governmental Entity	 	2.1(e)
	GSO	 	Recitals
	including/includes/included/include	 	4.8(c)
	Indebtedness	 	2.1(b)
	knowledge of the Company	 	4.8(g)
	Liabilities	 	2.1(j)(iii)
	Liens	 	2.1(c)
	Material Adverse Effect	 	2.1(d)(ii)
	OFAC	 	2.1(n)
	Payment Letter	 	Recitals
	person	 	4.8(f)
	Preferred Commitment	 	Recitals
	Present Fair Salable Value	 	2.1(j)(ii)
	Purchase	 	1.1(a)
	Purchase Price	 	1.1(a)
	Purchaser	 	Preamble
	Purchaser Parties	 	2.2(m)
	SEC	 	2.1(f)
	Securities Act	 	1.3(c)(viii)
	Seller	 	Recitals
	SPAC	 	Recitals
	Subsidiary	 	2.1(a)(ii)
	Target	 	Recitals
	Transaction	 	Recitals
	Units	 	Recitals




    (ii)


     


    


 


LIST OF ANNEXES AND EXHIBITS


 


	Annex I	Organizational Chart of the Company
	Annex II	Outstanding Equity Interests and Indebtedness of the Company
	 	 
	Exhibit A	Form of Solvency Certificate


 




    (iii)


     


    


 


SUBSCRIPTION AGREEMENT,
dated as of February 14, 2020 (this “Agreement”), between Atlas TC Holdings LLC, a Delaware limited liability
company (the “Company”), and GSO COF III AIV-2 LP (the “Purchaser”).


 


RECITALS:


 


A. The
Transaction. The Company, Boxwood Merger Corp., a Delaware corporation (the “SPAC”), Atlas Intermediate
Holdings LLC, a Delaware limited liability company (the “Target”), Atlas TC Buyer LLC (“Acquisition
Co.”), a newly formed Delaware limited liability company and a wholly-owned subsidiary of the Company, and Atlas Technical
Consultants Holdings, LP, a Delaware limited partnership (the “Seller”), have entered into that certain Unit
Purchase Agreement, dated as of August 12, 2019 (together with all exhibits, schedules and disclosure letters thereto, as such
agreement may have been or be amended from time to time, the “Acquisition Agreement”), pursuant to which the
SPAC will acquire all of the outstanding equity interests of the Target through Acquisition Co. (the “Transaction”).


 


B. The
Preferred Commitment and Payment Letter.


 


		1.	In connection with the Transaction and the consummation of the other transactions contemplated
in the Commitment Letter and each of the exhibits thereto, dated January 23, 2020, from GSO Capital Partners LP, a Delaware limited
partnership (“GSO”), addressed to the SPAC and the Company (the “Commitment Letter”), the
Purchaser has committed to purchase from the Company, and the Company shall sell to the Purchaser, Series A Preferred Units of
the Company (the “Units”) for an aggregate cash purchase price of $142,100,000 (the “Preferred Commitment”).
Capitalized terms used but not defined herein shall have the meanings given such terms in the Commitment Letter.



 


		2.	The Company and GSO entered into a closing payment letter agreement, dated January 23, 2020 (as
the same may be amended, the “Payment Letter”), providing for, among other things, the payment by the Company
to GSO of certain fees in connection with the Preferred Commitment.



 


C. The
Investment. Immediately prior to the completion of the Transaction and in fulfillment of the Preferred Commitment, the Company
intends to sell to the Purchaser, and the Purchaser intends to purchase from the Company, as an investment in the Company and on
the terms and conditions hereof, the Units.


 






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NOW, THEREFORE,
in consideration of the premises, representations, warranties and the mutual covenants contained in this Agreement, and for other
good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree
as follows:


 



ARTICLE
I



PURCHASE; CLOSING


 


1.1 Purchase.
On the terms and subject to the conditions set forth herein, at the Closing, the Purchaser will purchase from the Company, and
the Company will sell to the Purchaser, free and clear of all Liens (other than those set forth in the Amended and Restated Operating
Agreement (as defined below) or arising by reason of any act of the Purchaser or under applicable securities laws) 145,000 Units
at a per Unit price of $978.2069 for an aggregate cash purchase price of $141,840,000 (the “Purchase Price”)
(such purchase and sale, the “Purchase”) which represents a 2.17931% original issue discount on the Units.


 


1.2 Closing.


 


(a) The
closing of the purchase of the Units referred to in Section 1.1 by the Purchaser pursuant hereto (the “Closing”)
shall occur at 9:00 A.M., New York City time, on the date hereof, at the New York offices of Winston and Strawn LLP, or at such
other time and location as agreed by the Purchaser and the Company in writing. The date of the Closing is referred to as the “Closing
Date.”


 


(b) At
the Closing, (i) the Company will (A) make entries in its register of members in order to record and give effect to the issuance
of the Units to the Purchaser, (B) deliver to the Purchaser an amended and restated operating agreement of the Company, in the
form of Exhibit A attached hereto (the “Amended and Restated Operating Agreement”) duly executed by the
Company and all of the members of the Company (other than Purchaser), (C) deliver all other items required to be delivered pursuant
to Section 1.3(c), and shall instruct its officers to reflect the issuance of the Units (which are uncertificated)
to the Purchaser, and (D) reimburse the Purchaser for all expenses then due in connection with the transactions contemplated hereby,
to the extent invoiced at least one business day prior to the date hereof, and all other amounts required to be paid to the Purchaser
on the Closing Date pursuant to the Payment Letter and (ii) the Purchaser will deliver (A) the Purchase Price by wire transfer
of immediately available funds to a bank account that has been designated in writing by the Company not less than two business
days prior to the Closing, and (B) the items required to be delivered pursuant to Section 1.3(d).


 


1.3 Closing
Conditions.


 


(a) The
Closing shall be subject to the satisfaction or valid waiver by each party of conditions that, on the Closing Date:


 


(i) no
federal, state, local, foreign or supranational government, any court, administrative, regulatory or other governmental agency,
commission or authority, any non-governmental self-regulatory agency, commission or authority or any arbitral body of competent
jurisdiction (a “Governmental Entity”) shall have enacted, issued, promulgated, enforced or entered any judgment,
order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making
consummation of the transactions contemplated hereby illegal or otherwise preventing, restraining or prohibiting consummation of
the transactions contemplated hereby, and no Governmental Entity shall have instituted or threatened in writing a proceeding seeking
to impose any such prevention, restraint or prohibition; and


 






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(ii) all
conditions precedent to the closing of the Transaction, including the approval of the SPAC’s stockholders, shall have been
satisfied or waived (other than those conditions which, by their nature, are to be satisfied at the closing of the Transaction,
but subject to the satisfaction of those conditions at such time).


 


(b) The
obligation of the Company to consummate the Closing shall be subject to the satisfaction or valid waiver by the Company of the
additional conditions that, on the Closing Date:


 


(i) all
representations and warranties of the Purchaser contained in this Agreement shall be true and correct in all material respects
at and as of the Closing Date; and


 


(ii) the
Purchaser shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required
by this Agreement to be performed, satisfied or complied with by it at or prior to the Closing.


 


(c) The
obligation of the Purchaser to consummate the Closing shall be subject to the satisfaction or valid waiver by the Purchaser of
the conditions that, on the Closing Date:


 


(i) all representations
and warranties of the Company contained in this Agreement shall be true and correct in all material respects at and as of the
Closing Date; provided that, to the extent that such representations and warranties specifically refer to an earlier date,
they shall be true and correct in all material respects as of such earlier date; provided further that, in each
case, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect”
or similar language shall be true and correct in all respects;


 


(ii) the
Acquisition Agreement Representations shall be true and correct in all material respects on and as of the Closing Date, except
in the case of any such Acquisition Agreement Representations which expressly relates to a given date or period, in which case,
such Acquisition Agreement Representations shall be true and correct in all material respects as of the respective date or for
the respective period, as the case may be; provided that, to the extent that any of such representations and warranties
are qualified by or subject to a materiality, “material adverse effect”, “material adverse change” or similar
term or qualification, such representations and warranties shall be true in all respects;


 


(iii) substantially
concurrently with the Closing hereunder, (A) the Company shall have received the Minimum Equity Amount, (B) the Equity Rollover
shall have occurred, (C) the Debt Financing shall have been consummated on terms and conditions satisfactory to the Purchaser,
and the Acquisition Co. shall have received no more than $281,000,000 in respect of the First Lien Term Facility, and (D) the Refinancing
shall have occurred (with all applicable related Liens and guarantees to be released and terminated or customary provisions therefor
made);


 






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(iv) substantially
concurrently with the Closing hereunder, the Transaction shall have been or shall be consummated in accordance with the terms and
conditions of the Acquisition Agreement, as from time to time waived, amended, supplemented or otherwise modified, other than any
such waiver, amendment, supplement, consent or other modification thereto that, individually or in the aggregate, would reasonably
be expected to be materially adverse to the interests of the Purchaser unless the Purchaser shall have consented thereto; provided
that any change in the definition of “Material Adverse Effect” in the Acquisition Agreement shall be deemed to be materially
adverse to the interests of the Purchaser;


 


(v) the
Company shall have delivered to the Purchaser: (A) a duly executed certificate from an authorized officer of the Company, dated
as of the Closing Date, certifying (1) that the conditions set forth in Sections 1.3(c)(i), (ii) and (vi)
have been satisfied, (2) that each of the certificate of formation of the Company and the Amended and Restated Operating Agreement,
each attached thereto, is in full force and effect as of the Closing, and (3) that the resolutions of the managing member of the
Company approving this Agreement and the transactions contemplated hereby were duly adopted; (B) a certificate of good standing
with respect to the Company issued by the jurisdiction of its formation, stamped with a date no older than ten business days prior
to the Closing Date; and (C) a solvency certificate of the Company dated as of the Closing Date, substantially in the form of Exhibit
A attached hereto;


 


(vi) since
December 31, 2018, there has been no Material Adverse Effect (as defined in the Acquisition Agreement as in effect on January 23,
2020);


 


(vii) the
Purchaser shall have received unaudited consolidated balance sheets and related statements of income, stockholders’ equity
and cash flows of the SPAC and the Target for any subsequent fiscal quarter ended at least 45 days prior to the Closing Date;


 


(viii) the
Purchaser shall have received a pro forma consolidated balance sheet and related pro forma consolidated income statements of the
Company and its Subsidiaries as of the twelve-month period ending on the last day of the most recently completed four-fiscal quarter
period for which financial statements of the Target have been delivered pursuant to Section 1.3(c)(vii), prepared giving
effect to the Transaction as if the Transaction had occurred as of such date (in the case of the pro forma balance sheet) or as
of the beginning of such period (in the case of the pro forma income statement), which need not be prepared in compliance with
Regulation S-X of the Securities Act of 1933, as amended (the “Securities Act”), or include adjustments for
purchase accounting (including adjustments of the type contemplated by Financial Accounting Standards Board Accounting Standards
Codification 805, Business Combinations (formerly SFAS 141R)); and


 






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(ix) the
Purchaser shall have received, (x) at least three business days prior to the Closing Date, all documentation and other information
required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations,
including without limitation the PATRIOT Act, in each case, to the extent requested of the SPAC and the Company by the Purchaser
at least 10 days prior to the Closing Date and (y) at least three business days prior to the Closing Date, with respect to the
Company or the SPAC to the extent that either qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230
(the “Beneficial Ownership Regulation”), a certification regarding beneficial ownership as required by the Beneficial
Ownership Regulation and requested of the SPAC and the Company by the Purchaser at least 10 days prior to the Closing Date


 


(d) The
Purchaser agrees that, at or prior to the Closing, the Purchaser shall deliver to the Company a duly completed and executed (i)
Internal Revenue Service Form W-9 and (ii) a counterpart signature page to the Amended and Restated Operating Agreement.


 


ARTICLE
II



REPRESENTATIONS AND WARRANTIES


 


2.1 Representations
and Warranties of the Company. The Company represents and warrants to the Purchaser as follows:


 


(a) Formation
and Authority.


 


(i) The
Company is duly formed, validly existing and in good standing as a limited liability company under the laws of the State of Delaware
and has all requisite limited liability company power and authority to carry on its business as presently conducted and as proposed
to be conducted. The Company has furnished to the Purchaser true, correct and complete copies of the operating agreement of the
Company as in effect immediately prior to the Closing and the Acquisition Agreement (including all schedules and exhibits thereto)
in the form executed and delivered by the parties thereto as of August 12, 2019, as amended as of the date hereof.


 


(ii) Each
Company Subsidiary is duly organized, validly existing, duly qualified to do business and in good standing under the laws of the
jurisdiction of its formation (if the concept of “good standing” is a recognized concept in such jurisdiction) and
has all requisite power and authority to carry on its business as presently conducted and as proposed to be conducted. The organizational
chart set forth in Annex I is true, correct and complete as of immediately prior to the Closing. As used herein, “Subsidiary”
means, with respect to any person, any corporation, partnership, joint venture, limited liability company or other entity (A) of
which such person or a subsidiary of such person is a general partner or (B) of which a majority of the voting securities
or other voting interests, or a majority of the securities or other interests of which having by their terms ordinary voting power
to elect a majority of the board of directors or persons performing similar functions with respect to such entity, is directly
or indirectly owned by such person and/or one or more subsidiaries thereof; and “Company Subsidiary” means,
as of immediately prior to the Closing, any Subsidiary of the Company.


 






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(b) Capitalization.
Annex II sets forth the outstanding equity interests and Indebtedness of the Company immediately prior to the Closing. Except
as set forth on Annex II, the Company has not (A) issued or authorized the issuance of any equity interests of the Company
or any securities convertible into or exchangeable or exercisable for equity interests of the Company, (B) repurchased or redeemed,
or authorized the repurchase or redemption of, any equity interests of the Company. All of the issued and outstanding equity interests
of the Company have been validly issued and are fully paid, nonassessable and free of preemptive rights. Except as reflected on
Annex II or as contemplated by the Acquisition Agreement, the Company does not have and is not bound by any outstanding
subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of, or
securities or rights convertible into or exchangeable for, any equity securities of the Company or any securities representing
the right to purchase or otherwise receive any equity interests of the Company. For the purposes of this Section 2.1(b),
“Indebtedness” means, with respect to any person, without duplication, (i) all obligations of such person for borrowed
money, or with respect to deposits or advances of any kind to such person, (ii) all obligations of such person evidenced by bonds,
debentures, notes or similar instruments, (iii) all capitalized lease obligations of such person, (iv) all guarantees and arrangements
having the economic effect of a guarantee of such person of any Indebtedness of any other person, or (v) all obligations or undertakings
of such person to maintain or cause to be maintained the financial position or covenants of others or to purchase the obligations
or property of others. No other class of equity interest of the Company ranks pari passu with or senior to the Units. There
are no Units or instruments issued by the Company or to which the Company is a party containing anti-dilution or similar provisions
that will be triggered by the issuance of the Units to the Purchaser, as contemplated by the terms hereof.


 


(c) Company’s
Subsidiaries. The Company owns, directly or indirectly, all of the issued and outstanding equity interests in each of the Company
Subsidiaries, free and clear of any liens, charges, adverse rights or claims, pledges, covenants, title defects, security interests
and other encumbrances of any kind (“Liens”), and all of such equity interests are duly authorized and validly
issued and are fully paid, nonassessable and free of preemptive rights. No Company Subsidiary has or is bound by any outstanding
subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any
equity security of such Company Subsidiary or any securities representing the right to purchase or otherwise receive any equity
security of such Company Subsidiary.


 






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(d) Authorization.


 


(i) The
Company has the limited liability company power and authority to enter into this Agreement and to carry out its obligations hereunder.
The execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated
hereby have been duly authorized by the managing member of the Company. This Agreement has been duly and validly executed and delivered
by the Company and, assuming due authorization, execution and delivery by the Purchaser, is a valid and binding obligation of the
Company enforceable against the Company in accordance with its terms (except as enforcement may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting
creditors’ rights or by general equity principles). No other proceedings are necessary for the execution and delivery by
the Company of this Agreement, the performance by it of its obligations hereunder or the consummation by it of the transactions
contemplated hereby.


 


(ii) Neither
the execution and delivery by the Company of this Agreement, nor the consummation of the transactions contemplated hereby, nor
compliance by the Company with any of the provisions hereof, will (A) violate, conflict with, or result in a breach of any
provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under,
or result in the termination of, or result in the loss of any benefit or creation of any right on the part of any third party under,
or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of
any Lien upon any of the material properties or assets of the Company or any Company Subsidiary under any of the terms, conditions
or provisions of (i) its certificate of formation, operating agreement or other governing instrument of the Company or any
Company Subsidiary or (ii) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument
or obligation to which the Company or any Company Subsidiary is a party or by which it may be bound, or to which the Company or
any Company Subsidiary or any of the properties or assets of the Company or any Company Subsidiary may be subject, or (B) subject
to compliance with the statutes and regulations referred to in Section 2.1(e), violate any law, statute, ordinance,
rule, regulation, permit, concession, grant, franchise or any judgment, ruling, order, writ, injunction or decree applicable to
the Company or any Company Subsidiary or any of their respective properties or assets, in each case, except in the case of clauses
(A)(ii) and (B) for such violations, conflicts and breaches as would not reasonably be expected to have a Material Adverse Effect.
As used in this Agreement, the term “Material Adverse Effect” means (1) a material adverse change in, or a material
adverse effect upon, the business, properties, results of operations or condition (financial or otherwise) of the Company and Company
Subsidiaries taken as a whole or (2) a material impairment of the ability of the Company to perform under this Agreement.


 


(e) Governmental
Consents. No material notice to, registration, declaration or filing with, exemption or review by, or authorization, order,
consent or approval of, any Governmental Entity, or expiration or termination of any statutory waiting period, is necessary for
the consummation by the Company of the transactions contemplated by this Agreement, other than such authorizations, orders, consents
or approvals as have already been obtained by the Company.


 






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(f) Offering
of Units. Neither the Company nor any person acting on its behalf has taken any action (including any offering of any Units
of the Company under circumstances which would require the integration of such offering with the offering of any of the Units to
be issued pursuant to this Agreement under the Securities Act, and the rules and regulations of the United States Securities and
Exchange Commission (the “SEC”) promulgated thereunder) which might subject the offering, issuance or sale of
any of the Units to the Purchaser pursuant to this Agreement to the registration requirements of the Securities Act.


 


(g) Status
of Units. The issuance of the Units has been duly authorized by all necessary limited liability company action and, when issued
and delivered to the Purchaser against full payment therefor in accordance with the terms of this Agreement, will be validly issued,
fully paid and non-assessable, will not subject the holders thereof to personal liability and will not have been issued in violation
of, or subject to, any preemptive or similar rights created under the Amended and Restated Operating Agreement, or under the laws
of the State of Delaware. When issued and paid for in accordance with the terms of this Agreement, the Units will be free and clear
of all Liens, except (i) as set forth in the Amended and Restated Operating Agreement, (ii) Liens created by or imposed upon the
Purchaser and (iii) restrictions on transfer under federal, state and/or foreign securities laws.


 


(h) Compliance
with Laws. The Company and each Company Subsidiary have all material permits, licenses, franchises, authorizations, orders
and approvals of, and have made all filings, applications and registrations with, Governmental Entities that are required in order
to permit them to own or lease their properties and assets and to carry on their business as presently conducted and that are material
to the business of the Company or such Company Subsidiary. The Company and each Company Subsidiary has complied in all material
respects and is not in default or violation in any material respect of, and none of them is, to the knowledge of the Company, under
investigation with respect to or, to the knowledge of the Company, has been threatened to be charged with or given notice of any
material violation of, any applicable material domestic (federal, state or local) or foreign law, statute, ordinance, license,
rule, regulation, policy or guideline, order, demand, writ, injunction, decree or judgment of any Governmental Entity, other than
such noncompliance, defaults or violations that would not reasonably be expected to have a Material Adverse Effect. Except for
statutory or regulatory restrictions of general application, no Governmental Entity has placed any material restriction on the
business or properties of the Company or any Company Subsidiary.


 


(i) Acquisition
Agreement Representations. The conditions set forth in Section 2.6(b)(i) of the Acquisition Agreement and, to the knowledge
of the Company, the conditions set forth in Section 2.6(c)(i) of the Acquisition Agreement have been satisfied.


 






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(j) Solvency.
Immediately after giving effect to the consummation of the Transactions (i) the Fair Value of the assets of the Company and its
Subsidiaries on a consolidated basis taken as a whole exceeds their Liabilities, (ii) the Present Fair Salable Value of the assets
of the Company and its Subsidiaries on a consolidated basis taken as a whole exceeds their Liabilities; (iii) the Company and its
Subsidiaries on a consolidated basis taken as a whole do not have Unreasonably Small Capital; and (iv) the Company and its Subsidiaries
taken as a whole will be able to pay their Liabilities as they mature. For purposes hereof,


 


(i) “Fair
Value” means the amount at which the assets (both tangible and intangible), in their entirety, of the Company and its Subsidiaries
taken as a whole would change hands between a willing buyer and a willing seller, within a commercially reasonable period of time,
each having reasonable knowledge of the relevant facts, with neither being under any compulsion to act.


 


(ii) “Present
Fair Salable Value” means the amount that could be obtained by an independent willing seller from an independent willing
buyer if the assets of the Company and its Subsidiaries taken as a whole are sold with reasonable promptness in an arm’s-length
transaction under present conditions for the sale of comparable business enterprises insofar as such conditions can be reasonably
evaluated.


 


(iii) “Liabilities”
means the recorded liabilities (including contingent liabilities that would be recorded in accordance with GAAP) of the Company
and its Subsidiaries taken as a whole, as of the date hereof after giving effect to the consummation of the Transactions, determined
in accordance with GAAP consistently applied.


 


(iv) “Will
be able to pay their Liabilities as they mature” means for the period from the date hereof through the Term Maturity Date
(as defined in the Debt Financing Documentation), the Company and its Subsidiaries on a consolidated basis taken as a whole will
have sufficient assets and cash flow to pay their Liabilities as those Liabilities mature or (in the case of contingent Liabilities)
otherwise become payable, in light of business conducted or anticipated to be conducted by the Company and its Subsidiaries as
reflected in the projected financial statements and in light of the anticipated credit capacity.


 


(v) “Do
not have Unreasonably Small Capital” means the Company and its subsidiaries on a consolidated basis taken as a whole after
consummation of the Transactions is a going concern and has sufficient capital to reasonably ensure that it will continue to be
a going concern.


 


(k) Beneficial
Ownership. As of the Closing Date, the information included in the certification of the Company regarding beneficial ownership
as required by 31 C.F.R. § 1010.230, if applicable, is true and correct in all respects.


 






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(l) Federal
Reserve Regulations. None of the Company nor any of its Subsidiaries is engaged or will engage, principally or as one of its
important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U of the Board of
Governors of the Federal Reserve System of the United States of America), or extending credit for the purpose of purchasing or
carrying margin stock. No part of the proceeds of the sale of the Units hereunder will be used, directly or indirectly, to purchase
or carry any margin stock or to refinance any Indebtedness originally incurred for such purpose, or for any other purpose that
entails a violation of the provisions of Regulations U or X of the Board of Governors of the Federal Reserve System of the United
States of America.


 


(m) Investment
Company. None of the Company or any of its Subsidiaries is required to register as an “investment company” under
the Investment Company Act of 1940, as amended from time to time.


 


(n) Sanctions
and Anti-Terrorism Laws. Neither the Company nor any of its Subsidiaries or their respective officers, directors or, to the
knowledge of any officer of the Company, employees appears on, or is owned or controlled by persons that appear on, the Specially
Designated Nationals and Blocked Persons List published by the Office of Foreign Assets Control (“OFAC”), or
is otherwise a person with which any U.S. person is prohibited from dealing under the laws of the United States. Unless authorized
by OFAC, neither the Company nor any of its Subsidiaries does business or conducts any transactions with the governments of, or
persons within, any country under economic sanctions administered and enforced by OFAC. Neither the Company nor any of its Subsidiaries
will directly or, to the knowledge of the Company or such Subsidiary, indirectly use the proceeds from the sale of the Units hereunder,
or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person to fund
any activities of or business with any person that, at the time of such funding, is the subject of economic sanctions administered
or enforced by OFAC, or is in any country or territory that, at the time of such funding or facilitation, is the subject of economic
sanctions administered or enforced by OFAC. Neither the Company nor any of its Subsidiaries is in violation of Executive Order
No. 13224 or the USA PATRIOT Act or any other applicable anti-terrorism laws, anti-money laundering laws or laws relating
to any international economic sanctions administered or enforced by the United States government (including without limitation,
OFAC), the United Nations Security Council, the European Union or Her Majesty’s Treasury.


 


(o) Anti-Corruption
Laws. The Company, its Subsidiaries, their respective directors and officers, and to the knowledge of the Company, their respective
agents and employees, have conducted their businesses in compliance with all applicable laws, rules and regulations from time to
time concerning or relating to bribery, corruption, or improper payments, including U.S. Foreign Corrupt Practices Act of 1977
(“Anti-Corruption Laws”). No part of the proceeds of the purchase of the Units will be used by the Company and
its Subsidiaries, directly or, to the knowledge of the Company or such Subsidiaries, indirectly, in any manner that violates any
provision of applicable Anti-Corruption Laws.


 






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(p) Tax
Matters. The Company was formed on July 30, 2019 and is treated as a partnership for federal, state and local tax purposes,
and each Company Subsidiary is disregarded as an entity for federal state and local income tax purposes. Neither the Company nor
any of its Subsidiaries has engaged in business activities, directly or indirectly, other than those directly associated with the
Acquisition Agreement and the transactions described therein. The Company and each of its Subsidiaries have timely filed all tax
returns required to be filed, and have paid all taxes required to be paid.


 


(q) Brokers
and Finders. No broker or finder is entitled to any brokerage or finder’s fee or other commission payable by the Purchaser
in connection with this Agreement or the transactions contemplated by this Agreement based upon arrangements made by or on behalf
of the Company, the Company Subsidiaries or any of their respective directors, officers or employees.


 


(r) No
Waiver or Modification of Closing Conditions. None of the conditions to Closing for the Transaction as set forth in the Acquisition
Agreement which, if waived, amended, supplemented, consented to or otherwise modified, would be, individually or in the aggregate,
materially adverse to the interests of the Purchaser has been waived, amended, supplemented, consented to or otherwise modified.


 


(s) No
Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this
Section 2.1 and in any certificate or agreement delivered pursuant hereto, none of the Company, any person on behalf of
the Company or any of the Company’s Affiliates (collectively, the “Company Parties”) has made, makes or
shall be deemed to make any other express or implied representation or warranty with respect to the Company or the Transaction
and the Company Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly
made by the Purchaser in Section 2.2, and in any certificate or agreement delivered pursuant hereto, the Company Parties
specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Purchaser.


 


2.2 Representations
and Warranties of the Purchaser. The Purchaser hereby represents and warrants to the Company as follows:


 


(a) Organization
and Power. It is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its formation
(if the concept of “good standing” is a recognized concept in such jurisdiction) and has all requisite power and authority
to carry on its business as presently conducted and as proposed to be conducted.


 


(b) Authorization.
It has full power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution, delivery
and performance of this Agreement by the Purchaser and the consummation of the transactions contemplated hereby have been duly
authorized by the Purchaser. This Agreement, when executed and delivered by it, will constitute the valid and legally binding obligation
of the Purchaser, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally
or (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.
No other proceedings are necessary for the execution and delivery by the Purchaser of this Agreement, the performance by it of
its obligations hereunder or the consummation by it of the transactions contemplated hereby.


 






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(c) Governmental
Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing
with, any Governmental Entity is required on the part of it in connection with the consummation of the transactions contemplated
by this Agreement.


 


(d) Compliance
with Other Instruments. The execution, delivery and performance by it of this Agreement and the consummation by it of the transactions
contemplated by this Agreement will not result in any violation or default (i) of any provisions of its organizational documents,
(ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture
or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which
it is a party or by which it is bound or (v) of any provision of federal or state statute, rule or regulation applicable to it,
in each case (other than clause (i)), which would have a material adverse effect on it or its ability to consummate the transactions
contemplated by this Agreement.


 


(e) Purchase
Entirely for Own Account. This Agreement is made with it in reliance upon its representation to the Company, which by its execution
of this Agreement, it hereby confirms, that the Units to be acquired by it will be acquired for investment for its own account,
not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that it has no present intention
of selling, granting any participation in, or otherwise distributing the same in violation of law.


 


(f) Disclosure
of Information. It has had an opportunity to discuss the Company’s business, management, financial affairs and the terms
and conditions of the offering of the Units and the Transaction with the Company’s management.


 


(g) Restricted
Securities. It understands that the offer and sale of the Units to it has not been, and will not be, registered under the Securities
Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things,
the bona fide nature of the investment intent and the accuracy of its representations as expressed herein. It understands that
the Units are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to
these laws, it may only transfer the Units if they are registered with the SEC and qualified by state authorities, or pursuant
to an exemption from such registration and qualification requirements. It acknowledges that the Company has no obligation to register
or qualify the Units for resale. It further acknowledges that if an exemption from registration or qualification is available,
it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for
the Units, and on requirements relating to the Company which are outside of its control, and which the Company is under no obligation
and may not be able to satisfy.


 






    - 12 -


     


    

 


(h) High
Degree of Risk. It understands that its agreement to purchase the Units involves a high degree of risk which could cause it
to lose all or part of its investment.


 


(i) Accredited
Investor. It is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities
Act.


 


(j) General
Solicitation. It is not acquiring the Units as a result of any advertisement, article, notice or other communication regarding
the Units published in any newspaper, magazine or similar media, broadcast over television or radio, disseminated over the Internet
or presented at any seminar or any other general solicitation or general advertisement.


 


(k) No
Legal, Tax or Investment Advice. It understands that nothing in this Agreement or any other materials presented by or on behalf
of the Company to it in connection with the acquisition of the Units constitutes legal, tax or investment advice. It has consulted
such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its
acquisition of the Units.


 


(l) Residence.
Its principal place of business are the offices located at the address set forth in Section 4.6.


 


(m) No
Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this
Section 2.2 and in any certificate or agreement delivered pursuant hereto, none of the Purchaser nor any person acting on
behalf of the Purchaser nor any of the Purchaser’s Affiliates (the “Purchaser Parties”) has made, makes
or shall be deemed to make any other express or implied representation or warranty with respect to the Purchaser and the Purchaser
Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by
the Company in Section 2.1 and in any certificate or agreement delivered pursuant hereto, the Purchaser Parties specifically
disclaim that they are relying upon any other representations or warranties that may have been made by the Company or any Company
Party.


 


ARTICLE
III



COVENANTS


 


3.1 Actions.
Each party shall execute and deliver both before and after the Closing such further certificates, agreements and other documents
and take such other actions as the other parties may reasonably request to consummate or implement the transactions contemplated
hereby.


 


3.2 Waivers
Under or Amendments to Acquisition Agreement. The Company shall provide the Purchaser with (i) advance notice as soon as reasonably
practicable in the event that the Company or the SPAC proposes to waive, or to agree to any waiver of, any of the closing conditions
set forth in Section 2.6(a) or (b) of the Acquisition Agreement and (ii) prompt notice of any amendment to the Acquisition Agreement
in the interim between the date hereof and the consummation of the Transaction thereunder.


 






    - 13 -


     


    

 


ARTICLE
IV



MISCELLANEOUS


 


4.1 Expenses.
Each of the parties will bear and pay all other costs and expenses incurred by it or on its behalf in connection with the transactions
contemplated pursuant to this Agreement, except that the Company shall reimburse the Purchaser for its fees and expenses as provided
in Section 1.2(b)(i)(D).


 


4.2 Amendment;
Waiver. No amendment or waiver of any provision of this Agreement will be effective with respect to any party unless made in
writing and signed by an officer of a duly authorized representative of such party. No failure or delay by any party in exercising
any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude
any other or further exercise thereof or the exercise of any other right, power or privilege. The conditions to each party’s
obligation to consummate the Closing are for the sole benefit of such party and may be waived by such party in whole or in part
to the extent permitted by applicable law. No waiver of any party to this Agreement, as the case may be, will be effective unless
it is in a writing signed by a duly authorized officer of the waiving party that makes express reference to the provision or provisions
subject to such waiver. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies
provided by law. The right of a party to any remedy pursuant to this Agreement shall not be waived or otherwise affected by any
investigation or examination conducted, or any knowledge possessed or acquired (or capable of being possessed or acquired), by
such party at any time concerning any circumstance, action, omission or event relating to the accuracy or performance of any representation,
warranty, covenant or obligation.


 


4.3 Counterparts
and Facsimile. For the convenience of the parties hereto, this Agreement may be executed in any number of separate counterparts,
each such counterpart being deemed to be an original instrument, and all such counterparts will together constitute the same agreement.
Executed signature pages to this Agreement may be delivered by email and such emails will be deemed as sufficient as if actual
signature pages had been delivered.


 


4.4 Governing
Law. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware applicable to contracts
made and to be performed entirely within such State. The parties hereby irrevocably and unconditionally consent to submit to the
exclusive jurisdiction of the state and federal courts located in the County of New Castle, City of Wilmington, State of Delaware
for any actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby.


 


4.5 WAIVER
OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


4.6 Notices.
Any notice, request, instruction or other document to be given hereunder by any party to the other will be in writing and will
be deemed to have been duly given (a) on the date of delivery if delivered personally or by telecopy or facsimile, upon confirmation
of receipt, (b) on the first business day following the date of dispatch if delivered by a recognized next-day courier service,
or (c) on the third business day following the date of mailing if delivered by registered or certified mail, return receipt
requested, postage prepaid. All notices hereunder shall be delivered as set forth below, or pursuant to such other instructions
as may be designated in writing by the party to receive such notice.


 






    - 14 -


     


    

 


	 	If to the Purchaser to:

                                                                   

	 	 	GSO Capital Partners LP
	 	 	345 Park Avenue, 31st Floor
	 	 	New York, New York 10154
	 	 	Attention:  Robert Petrini; Marisa J. Beeney
	 	 	Email:  robert.petrini@gsocap.com; marisa.beeney@gsocap.com

         

	 	 	with a copy to (which copy alone shall not constitute notice):
	 	 	 

        Willkie Farr & Gallagher LLP

	 	 	787 Seventh Avenue
	 	 	New York, NY 10019
	 	 	Attention:  William H. Gump
	 	 	Viktor Okasmaa
	 	 	Email:  wgump@willkie.com
	 	 	vokasmaa@willkie.com

         

	 	


If to the Company:



	 	 	 
	 	 	Atlas TC Holdings LLC
	 	 	8801 Calera Dr.
	 	 	Austin, TX 78735
	 	 	Attention:  Steven Kadenacy
	 	 	Email:  sk@boxwoodmc.com

         

	 	 	with a required copy to (which copy shall not constitute notice):
	 	 	 

        Winston & Strawn LLP

	 	 	200 Park Avenue
	 	 	New York, NY 10166-4193
	 	 	Attention:  Joel Rubinstein
	 	 	Jason Osborn
	 	 	Email:  jrubinstein@winston.com
	 	 	josborn@winston.com


 


4.7 Entire
Agreement, Etc. (a) Except as otherwise provided herein, this Agreement (including the Exhibits and Annexes hereto) constitutes
the entire agreement, and supersedes all other prior agreements and other understandings, representations and warranties, both
written and oral, among the parties, with respect to the subject matter hereof; and (b) this Agreement will not be assignable
by operation of law or otherwise (any attempted assignment in contravention hereof being null and void); provided that the
Purchaser may assign its rights and obligations under this Agreement to any Affiliate, but only if the transferee agrees in writing
for the benefit of the Company (with a copy thereof to be furnished to the Company) to be bound by the terms of this Agreement
(any such transferee shall be included in the term “Purchaser”); provided, further, that no such assignment
shall relieve the Purchaser of its obligations hereunder.


 






    - 15 -


     


    

 


4.8 Interpretation;
Other Definitions. Wherever required by the context of this Agreement, the singular shall include the plural and vice versa,
and the masculine gender shall include the feminine and neuter genders and vice versa, and references to any agreement, document
or instrument shall be deemed to refer to such agreement, document or instrument as amended, supplemented or modified from time
to time. All article, section, paragraph or clause references not attributed to a particular document shall be references to such
parts of this Agreement, and all exhibit, annex and schedule references not attributed to a particular document shall be references
to such exhibits, annexes and schedules to this Agreement. In addition, the following terms are ascribed the following meanings:


 


(a) the
term “Affiliate” means, with respect to any person, any person directly or indirectly controlling, controlled
by or under common control with, such other person. For purposes of this definition, “control” (including, with
correlative meanings, the terms “controlled by” and “under common control with”) when used
with respect to any person, means the possession, directly or indirectly, of the power to cause the direction of management or
policies of such person, whether through the ownership of voting securities, by contract or otherwise; provided, that other
than for purposes of Section 4.14 of this Agreement, any reference to an “Affiliate” of the Purchaser
shall exclude any person outside of the credit-focused business of The Blackstone Group Inc.;


 


(b) the
word “or” is not exclusive;


 


(c) the
words “including,” “includes,” “included” and “include”
are deemed to be followed by the words “without limitation”;


 


(d) the
terms “herein,” “hereof” and “hereunder” and other words of similar import
refer to this Agreement as a whole and not to any particular section, paragraph or subdivision;


 


(e) “business
day” means any day except Saturday, Sunday and any day which shall be a legal holiday or a day on which banking institutions
in the State of New York generally are authorized or required by law or other governmental action to close;


 


(f) “person”
has the meaning given to it in Section 3(a)(9) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act; and


 


(g) to
the “knowledge of the Company” or “Company’s knowledge” means the actual knowledge
of Stephen Kadenacy, Daniel E. Esters and Duncan Murdoch.


 


4.9 Captions.
The article, section, paragraph and clause captions herein are for convenience of reference only, do not constitute part of this
Agreement and will not be deemed to limit or otherwise affect any of the provisions hereof.


 






    - 16 -


     


    

 


4.10 Severability.
If any provision of this Agreement or the application thereof to any person (including the officers and managers of the parties
hereto) or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining
provisions hereof, or the application of such provision to persons or circumstances other than those as to which it has been held
invalid or unenforceable, will remain in full force and effect and shall in no way be affected, impaired or invalidated thereby,
so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse
to any party. Upon such determination, the parties shall negotiate in good faith in an effort to agree upon a suitable and equitable
substitute provision to effect the original intent of the parties.


 


4.11 No
Third-Party Beneficiaries. Nothing contained in this Agreement, expressed or implied, is intended to confer upon any person
other than the parties hereto, any benefit right or remedies.


 


4.12 Public
Announcements. The parties hereto will cooperate with each other in the development and distribution of all news releases and
other public information disclosures with respect to this Agreement and any of the transactions contemplated by this Agreement,
and neither the Company nor the Purchaser will make any such news release or public disclosure without first consulting with the
other, and, in each case, also receiving the other’s consent (which shall not be unreasonably withheld, conditioned or delayed)
and each party shall coordinate with the party whose consent is required with respect to any such news release or public disclosure.
Notwithstanding the foregoing, Purchaser may make any public disclosure of this Agreement and the terms set forth herein as required
by applicable securities laws or regulations and the rules of the stock exchange upon which its securities are listed.


 


4.13 Specific
Performance. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement
were not performed in accordance with their specific terms. It is accordingly agreed that the parties shall be entitled to seek
specific performance of the terms of this Agreement, this being in addition to any other remedies to which they are entitled at
law or equity.


 


4.14 No
Recourse. This Agreement may only be enforced against the named parties hereto. All claims or causes of action that may be
based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may be made
only against the entities that are expressly identified as parties hereto or that are subject to the terms hereof, and no past,
present or future officer, employee, incorporator, member, manager, partner, stockholder, Affiliate, agent, attorney or representative
of the Purchaser or any party hereto (including any person negotiating or executing this Agreement on behalf of a party hereto)
shall have any liability or obligation with respect to this Agreement or with respect to any claim or cause of action, whether
in tort, contract or otherwise, that may arise out of or relate to this Agreement, or the negotiation, execution or performance
of this Agreement and the transactions contemplated hereby and by the other certificates delivered pursuant thereto.


 


* * *


 



    - 17 -


     


    








 


IN WITNESS WHEREOF,
this Agreement has been duly executed and delivered by the duly authorized officers of the parties hereto as of the date first
herein above written.


 





	 	ATLAS TC HOLDINGS LLC
	 	 	 
	 	By:	/s/ Stephen M. Kadenacy
	 	Name: 	Stephen M. Kadenacy
	 	Title:	Chief Executive Officer
	 	 	 
	 	GSO COF III AIV-2 LP
	 	 
	 	By:	GSO Capital Opportunities Associates
III LLC, its general partner

	 	 	 
	 	By:	/s/ Marisa J. Beeney
	 	Name: 	Marisa J. Beeney
	 	Title:	Authorized Signatory




 


[Signature Page to Subscription Agreement]


 







     


     


    


 


Annex I


 


Organizational Chart of the Company


 





 




     


     


    


 


Annex II


 


Outstanding Equity Interests and Indebtedness
of the Company


 


	Holder	 	Membership Interests
	Boxwoood Merger Corp.	 	100%



 



     


     


    

 


Exhibit A


 


Form of Solvency Certificate


 


February 14, 2020


 


This Solvency Certificate
(this “Certificate”) is delivered pursuant to Section 1.3(c)(v)(C) of the Subscription Agreement, dated
as of February 14, 2020 (as amended, restated, amended and restated, supplemented and/or otherwise modified, the “Subscription
Agreement”), by and among Atlas TC Holdings LLC (“Issuer”) and GSO COF III AIV-2 LP. Unless
otherwise defined herein, capitalized terms used in this Certificate shall have the meanings set forth in the Subscription Agreement.


 


I, [●], the [Chief
Financial Officer / other senior financial officer] of Issuer, in that capacity only and not in my individual capacity, DO HEREBY
CERTIFY on that as of the date hereof, and based upon facts and circumstances as they exist as of the date hereof, that:


 


1. For purposes of
this certificate, the terms below shall have the following definitions:


 


(a) “Fair Value”


 


The amount at which
the assets (both tangible and intangible), in their entirety, of Issuer and its subsidiaries taken as a whole would change hands
between a willing buyer and a willing seller, within a commercially reasonable period of time, each having reasonable knowledge
of the relevant facts, with neither being under any compulsion to act.


 


(b) “Present
Fair Salable Value”


 


The amount that could
be obtained by an independent willing seller from an independent willing buyer if the assets of Issuer and its subsidiaries taken
as a whole are sold with reasonable promptness in an arm’s-length transaction under present conditions for the sale of comparable
business enterprises insofar as such conditions can be reasonably evaluated.


 


(c) “Liabilities”


 


The recorded liabilities
(including contingent liabilities that would be recorded in accordance with GAAP) of Issuer and its subsidiaries taken as a whole,
as of the date hereof after giving effect to the consummation of the Transactions, determined in accordance with GAAP consistently
applied.


 


(d) “Will be
able to pay their Liabilities as they mature”


 


For the period from
the date hereof through the Term Maturity Date (as defined in the Debt Financing Documentation), Issuer and its subsidiaries on
a consolidated basis taken as a whole will have sufficient assets and cash flow to pay their Liabilities as those liabilities mature
or (in the case of contingent Liabilities) otherwise become payable, in light of business conducted or anticipated to be conducted
by Issuer and its subsidiaries as reflected in the projected financial statements and in light of the anticipated credit capacity.


 






     


     


    

 


(e) “Do not have
Unreasonably Small Capital”


 


Issuer and its subsidiaries
on a consolidated basis taken as a whole after consummation of the Transactions is a going concern and has sufficient capital to
reasonably ensure that it will continue to be a going concern.


 


2. Based on and subject
to the foregoing, I hereby certify on behalf of Issuer that immediately after giving effect to the consummation of the Transactions,
it is my opinion that (i) the Fair Value of the assets of Issuer and its subsidiaries on a consolidated basis taken as a whole
exceeds their Liabilities, (ii) the Present Fair Salable Value of the assets of Issuer and its subsidiaries on a consolidated basis
taken as a whole exceeds their Liabilities; (iii) Issuer and its subsidiaries on a consolidated basis taken as a whole do not have
Unreasonably Small Capital; and (iv) Issuer and its subsidiaries taken as a whole will be able to pay their Liabilities as they
mature.


 


 3. In reaching
the conclusions set forth in this Certificate, the undersigned (i) has made such investigations and inquiries as the undersigned
has deemed appropriate, having taken into account the nature of the particular business anticipated to be conducted by Issuer and
its subsidiaries after consummation of the transactions contemplated by the Subscription Agreement, (ii) has reviewed the Subscription
Agreement and the financial statements referred to therein and (iii) in the undersigned’s capacity as [Chief Financial Officer],
is familiar with the financial condition of Issuer and its subsidiaries.


 


[Remainder of Page Intentionally Left
Blank]


 




     


     


    


 


IN WITNESS WHEREOF, I have executed this Certificate as of
the date first written above.


 


	 	Sincerely,
	 	 	 
	 	ATLAS TC HOLDINGS LLC
	 	 
	 	By:	            
	 	Name:	 
	 	Title: