Exhibit 10.3


 


STOCKHOLDER SUPPORT AGREEMENT


 


This Stockholder Support
Agreement (this “Agreement”) is made as of August 12, 2019 by and among Atlas Technical Consultants Holdings
LP, a Delaware limited partnership (“Seller”), Boxwood Sponsor LLC, a Delaware limited liability company (“Sponsor”),
and the parties listed as signatories to this Agreement (a “Stockholder”). Seller, Sponsor are sometimes individually
referred to in this Agreement as a “Party” and collectively as the “Parties”.


 


WHEREAS, the Stockholders
are stockholders of Boxwood Merger Corp., a Delaware corporation (“Parent”);


 


WHEREAS, Parent, Seller,
Atlas TC Holdings LLC (“Holdings”), Atlas TC Buyer LLC (the “Buyer”) and Atlas Intermediate
Holdings LLC, a Delaware limited liability company (“Company”), propose to enter into a unit purchase agreement,
dated as of the date hereof (as the same may be amended from time to time, the “Purchase Agreement”), pursuant
to which, upon the terms and subject to the conditions set forth therein, Buyer will acquire a certain number of the equity interests
of Company (such transaction, together with the other transactions contemplated by the Purchase Agreement, the “Transactions”);
and


 


WHEREAS, as a condition
to its willingness to enter into the Purchase Agreement, Seller has required that each Stockholder execute and deliver this Agreement.


 


NOW, THEREFORE, in
consideration of the foregoing and the respective representations, warranties, covenants, agreements and conditions set forth in
this Agreement, and intending to be legally bound hereby, each of the undersigned hereby agree as follows:


 







 


This
Stockholder Support Agreement (this “Agreement”) is made as of August 12, 2019 by and among Atlas Technical
Consultants Holdings LP, a Delaware limited partnership (“Seller”), Boxwood Sponsor LLC, a Delaware limited
liability company (“Sponsor”), and the parties listed as signatories to this Agreement (a “Stockholder”).
Seller, Sponsor are sometimes individually referred to in this Agreement as a “Party” and collectively as the
“Parties”.


 


WHEREAS,
the Stockholders are stockholders of Boxwood Merger Corp., a Delaware corporation (“Parent”);


 


WHEREAS,
Parent, Seller, Atlas TC Holdings LLC (“Holdings”), Atlas TC Buyer LLC (the “Buyer”) and
Atlas Intermediate Holdings LLC, a Delaware limited liability company (“Company”), propose to enter into a
unit purchase agreement, dated as of the date hereof (as the same may be amended from time to time, the “Purchase Agreement”),
pursuant to which, upon the terms and subject to the conditions set forth therein, Buyer will acquire a certain number of the
equity interests of Company (such transaction, together with the other transactions contemplated by the Purchase Agreement, the
“Transactions”); and


 


WHEREAS,
as a condition to its willingness to enter into the Purchase Agreement, Seller has required that each Stockholder execute and
deliver this Agreement.


 


NOW,
THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants, agreements and conditions
set forth in this Agreement, and intending to be legally bound hereby, each of the undersigned hereby agree as follows:


 


Section
1.Definitions.
As used herein the term (a) “Beneficially Own” (including its correlative meanings, “Beneficial Ownership”)
has the meaning set forth in Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder, as the same may be amended from time to time, (b) “Voting Shares” means all securities of
Parent entitled to vote in the election of directors of Parent and Beneficially Owned by any Stockholder, including any and all
securities of Parent acquired and held in such capacity subsequent to the date hereof, and (c) “Stockholder Material Adverse
Effect” means any occurrence, condition, change, development, event, or effect that, individually or in the aggregate, prevents
or materially impairs the ability of Stockholder to consummate the transactions contemplated by this Agreement. Capitalized terms
used and not defined herein shall have the respective meanings assigned to them in the Purchase Agreement.


 









     


     


    




 



Section
2.Representations and Warranties
of Stockholder. Each
Stockholder hereby represents and warrants to the Seller, solely with respect to such Stockholder and such Stockholder’s
Beneficial Ownership of its, his or her Parent Interests (as defined below), as follows:


 


(a) Organization;
Authorization. If such Stockholder is not an individual, it is duly organized, validly existing and in good standing under
the Laws of the jurisdiction in which it is incorporated, formed, organized or constituted, and and the execution, delivery and
performance of this Agreement and the consummation of the transactions contemplated hereby are within such Stockholder’s
corporate, limited liability Parent or organizational powers and have been duly authorized by all necessary corporate, limited
liability company or organizational actions on the part of such Stockholder. If such Stockholder is an individual, such Stockholder
has full legal capacity, right and authority to execute and deliver this Agreement and to perform his or her obligations hereunder.
Each Stockholder has the power and authority to execute and deliver this Agreement, to perform its, his or her obligations under
this Agreement and to consummate the transactions contemplated by this Agreement. This Agreement has been duly authorized, executed
and delivered by each Stockholder, and when duly authorized, executed and delivered by such Stockholder, constitutes the legal,
valid and binding obligations of such Stockholder, enforceable against such Stockholder in accordance with its terms (except as
enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles
of equity affecting the availability of specific performance and other equitable remedies).


 


(b) Consents
and Approvals; No Violation. None of the execution and delivery of this Agreement, the performance by such Stockholder
of his, her or its obligations hereunder or the consummation of the transactions contemplated hereby will (i) violate or result
in any breach of such Stockholder’s Governing Documents (as applicable), (ii) result in any material breach of, or constitute
a material default under (or constitute an event which with the giving of notice or lapse of time, or both, would become a material
default), or give to any third party (other than a Governmental Entity) any right of termination, consent, acceleration or cancellation
of, or result in the creation of any Lien on any of the assets of such Stockholder pursuant to any Contract to which such Stockholder
is a party or by which such assets are bound, or (iii) materially violate or result in a material breach of any Law applicable
to such Stockholder. No approval of a Governmental Entity is required to be made or obtained by such Stockholder in connection
with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby, except
(A) as would not reasonably be expected to have a material adverse effect on the ability of Buyer to consummate the Transactions
and (B) compliance with any applicable requirements of any applicable securities Laws, whether federal, state or foreign.


 


(c) Litigation.
As of the date of this Agreement, there is no Proceeding pending or, to the knowledge of such Stockholder, threatened, against
such Stockholder before or by any Governmental Entity, which challenges or seeks an Order restraining, enjoining or otherwise
prohibiting or making illegal any of the transactions contemplated by this Agreement or the performance by such Stockholder of
his, her or its obligations hereunder. For purposes of this Section 2, “knowledge of such Stockholder” means
the knowledge of the directors and officers of such Stockholder if such Stockholder is not an individual.


 


(d) Ownership
of Shares. Schedule A sets forth all Voting Shares and options, warrants or other rights to acquire any additional
securities of Parent Beneficially Owned by each Stockholder as of the date of this Agreement (collectively, the “Parent
Interests”). (i) Each Stockholder Beneficially Owns its, his or her Parent Interests free and clear of all Liens or
any other limitation or restriction affecting any such Parent Interest and (ii) there are no options, warrants or other rights,
agreements, arrangements or commitments of any character to which such Stockholder is a party relating to the pledge, acquisition,
disposition, transfer or voting of Voting Shares and there are no voting trusts or voting agreements with respect to the Parent
Interests, except for such encumbrances, rights, agreements, arrangements or commitments set forth in the Third Amended and Restated
Limited Liability Company Agreement of Sponsor, effective as of November 15, 2018, as it may be amended from time to time, and
that certain Letter Agreement, dated November 15, 2018 (the “Letter Agreement”), by and among Parent, members
of the Parent’s board of directors and/or management team signatories thereto, and the Sponsor. As of the date of this Agreement,
each Stockholder does not Beneficially Own or own of record any Parent Interests other than the Parent Interests set forth on
Schedule A.


 






    2


     


    

 


(e) Brokerage
Fees. Except as described on Schedule 5.3 of the Purchase Agreement, no financial advisor, investment banker, broker,
finder or other similar intermediary is entitled to any fee or commission from the Parent, Buyer, Company, Holdings or any of
their respective Affiliates in connection with the Purchase Agreement, the agreements ancillary thereto, this Agreement or any
of the respective transactions contemplated thereby and hereby, in each case, based upon any arrangement or agreement made by
or, to the knowledge of such Stockholder, on behalf of such Stockholder, for which the Parent, Buyer, Company, Holdings or any
of their respective Subsidiaries would have any Liabilities of any kind or nature.


 


(f) Affiliate
Arrangements. Except as set forth on Schedule B attached hereto, neither such Stockholder nor anyone related by blood,
marriage or adoption to such Stockholder, or to the actual knowledge of such Stockholder, any Person in which such Stockholder
has a direct or indirect legal, contractual or beneficial ownership of 5% or greater, is party to, or has any rights with respect
to or arising from, any Contract with the Buyer or its Subsidiaries.


 


(g) Acknowledgement.
Such Stockholder understands and acknowledges that each of the Buyer and Seller is entering into the Purchase Agreement in reliance
upon such Stockholder’s execution and delivery of this Agreement.


 


Section
3.Agreement to Vote Shares; Irrevocable
Proxy. 


 


(a) During
the term of this Agreement, each Stockholder (in such capacity and not in any other capacity) irrevocably and unconditionally
hereby agrees that at any meeting (whether annual or special and each adjourned or postponed meeting) of the stockholders of Parent,
however called, or in connection with any written consent of the stockholders of Parent, such Stockholders shall (i) appear at
such meeting or otherwise cause all of the Voting Shares Beneficially Owned by such Stockholder (other than any securities underlying
warrants of Parent that have not been exercised as of such date) to be counted as present thereat for purposes of calculating
a quorum and (ii) vote or cause to be voted (including by proxy or written consent, if applicable) all of the Voting Shares Beneficially
Owned by such Stockholder: (A) in favor of the Parent Stockholder Voting Matters set forth in Parent’s proxy statement (including
any proxy supplements thereto) to be filed by Parent with the United States Securities and Exchange Commission, (B) against (1)
any proposal or offer from any Person (other than Parent or any of its Affiliates) that is not a Parent Stockholder Voting Matter
concerning (x) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction
involving Parent, (y) the issuance or acquisition of shares of capital stock or other equity securities of Parent, or (z) the
sale, lease, exchange or other disposition of any significant portion of Parent’s properties or assets and (2) any action,
proposal, transaction or agreement that would reasonably be expected to prevent or impair the ability of Parent to consummate
the Transactions or the fulfillment of Parent’s conditions to the consummation of the Transaction under the Purchase Agreement,
and (3) any action, proposal, transaction or agreement that would or would reasonably be expected to result in a material breach
in any respect of any covenant, representation or warranty or any other obligation or agreement of Parent contained in the Purchase
Agreement, or of any Stockholder contained in this Agreement, and (C) in favor of any proposal to adjourn or postpone the Parent
Stockholder Meeting to a later date if there are not sufficient votes to approve the Parent Stockholder Voting Matters. For the
avoidance of doubt, each Stockholder shall retain at all times the right to vote any Voting Shares Beneficially Owned in its sole
discretion, and without any other limitation, on any matters other than those explicitly set forth in this Section 3 that are
at any time or from time to time presented for consideration to Parent’s Stockholders.


 






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(b) Each
Stockholder hereby appoints Seller and any designee of Seller (determined in Seller’s sole discretion), as its proxies and
attorneys-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this
Agreement with respect to the Voting Shares solely in accordance with Section 3(a). This proxy and power of attorney is
given to secure the performance of the duties of Stockholder under this Agreement. Each Stockholder shall take such further action
or execute such other instruments as may be necessary to effectuate the intent of this proxy. This proxy and power of attorney
granted by Stockholder shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest
sufficient in Law to support an irrevocable proxy. Each Stockholder represents that any proxies heretofore given in respect of
the Voting Shares, if any, are revocable, and hereby revokes any and all prior proxies granted by such Stockholder with respect
to the Voting Shares. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement.


 


Section
4.No Voting Trusts or Other Arrangement.
Except as set forth herein, each Stockholder agrees that such Stockholder will not, and will not permit any entity under such
Stockholder’s control to, following the date of this Agreement, deposit any Parent Interests in a voting trust, grant any
proxies with respect to the Voting Shares or subject any of the Voting Shares to any arrangement with respect to the voting of
the Voting Shares. Each Stockholder hereby revokes any and all previous proxies and attorneys in fact with respect to the Voting
Shares.


 


Section
5.Transfer and Encumbrance.
Each Stockholder agrees that during the term of this Agreement, such Stockholder will not, prior to the approval of the Parent
Stockholder Voting Matters, directly or indirectly, transfer, sell, exchange, assign, hypothecate, pledge or otherwise dispose
of or encumber (“Transfer”) any of his, her or its Voting Shares
or enter into any contract, option, derivative or other agreement with respect to, or consent to, a Transfer of, any of his, her
or its Voting Shares or Stockholder’s voting or economic interest therein, where such Transfer would (a) occur prior to
the approval of the Parent Stockholder Voting Matters and (b) would result in such Stockholder not having the right to vote such
Stockholder’s Parent Interests on the Parent Stockholder Voting Matters. Any attempted Transfer of Voting Shares or any
interest therein in violation of this Section 5 shall be null and void.


 


Section
6.Appraisal and Dissenters’
Rights; Actions. Each
Stockholder (a) hereby waives, and agrees not to assert or perfect, any rights of appraisal or rights to dissent from the Transactions
that such Stockholder may have pursuant to the Delaware General Corporation Law or otherwise by virtue of ownership of the Voting
Shares, and (b) agrees not to commence or join in, and agrees to take all actions necessary to opt out of, any class in any class
action with respect to any claim, derivative or otherwise, against Parent, Holdings, Buyer, Seller, Company or any of their respective
successors alleging breach of any fiduciary duty of any Person in connection with the negotiation and entry into the Purchase
Agreement or any ancillary agreements contemplated therein.


 






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Section
7.Redemption, Conversion Rights
and Registration Rights.
Each Stockholder agrees not to (a) exercise any right to redeem or convert
(other than the conversion of the shares of Class F common stock into shares of Class A common stock of Parent upon consummation
of the Transactions) any Parent Interests as of the date hereof or acquired and held in such capacity subsequent to the date hereof,
or (b) exercise any registration rights or other rights with respect to any Parent Interests as of the date hereof or acquired
and held in such capacity subsequent to the date hereof.


 


Section
8.Stockholder Agreements.


 


(a) Each
applicable Stockholder shall comply with, and fully perform all of its obligations, covenants and agreements set forth in the
Letter Agreement.


 


(b) During
the period commencing on the date hereof and ending on the earlier of the Closing and the termination of the Purchase Agreement
pursuant to Article VII thereof, each Stockholder shall not modify or amend any Contract or similar arrangement between or among
such Stockholder, anyone related by blood, marriage or adoption to such Stockholder or any Affiliate of such Stockholder (other
than the Buyer), on the one hand, and the Buyer, on the other hand, including, for the avoidance of doubt, the Letter Agreement.


 


(c) Each
Stockholder hereby covenants that such Stockholder shall not enter into any Contract or similar arrangement that would restrict,
limit or interfere with the performance of such Stockholder’s obligations hereunder.


 


Section
9.No Solicitation of Transactions.


 


(a)
During the term of this Agreement, each Stockholder shall not, and, to the extent applicable, shall cause its Affiliates, officers,
directors, employees, representatives, consultants, financial advisors, attorneys, accountants or other agents not to, (a) take
any action, directly or indirectly, to initiate, solicit, facilitate or encourage (including by way of furnishing or affording
access to any confidential or non-public material information) a Business Combination other than as contemplated by the Purchase
Agreement, (b) participate in any discussions or negotiations relating to a Business Combination other than as contemplated by
the Purchase Agreement, (c) enter into any Contract (including any letter of intent or confidentiality agreement) providing for
a Business Combination other than as contemplated by the Purchase Agreement, or (d) furnish or provide any non-public information
or data regarding Parent, Holdings, Buyer, Seller or Company, or afford access to the business, properties, assets or employees
of Parent, to any Person except in the ordinary course of business consistent with past practice, and in any event, not in connection
with or in response to any transactions that would or would reasonably be expected to lead to or result in a Business Combination
other than as contemplated by the Purchase Agreement.


 






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Section
10.Termination.
This Agreement shall terminate upon and be of no further force or effect upon the earliest
to occur of (a) the Closing and (b) the termination prior to the Closing of the Purchase Agreement in accordance with its terms.
Upon termination of this Agreement, no party shall have any further obligations or liabilities under this Agreement; provided,
however, that the termination of this Agreement shall not relieve any party
hereto from liability arising in respect of any breach of this Agreement prior to such termination. This Section 10
shall survive the termination of this Agreement.


 


Section
11.Press Releases.
Each Stockholder shall be bound by and comply with Section 6.7(a) of the Purchase Agreement.


 


Section
12.New Shares.
In the event that (a) any Voting Shares, options, warrants or other rights to acquire any additional securities of Parent are
issued to a Stockholder after the date of this Agreement pursuant to any stock dividend, stock split, recapitalization, reclassification,
combination or exchange of shares of Parent of, on or affecting the Parent Interests, (b) a Stockholder purchases or otherwise
acquires Beneficial Ownership of any Voting Shares, options, warrants or other rights to acquire any additional securities of
Parent after the date of this Agreement, or (c) a Stockholder acquires the right to vote or share in the voting of any Voting
Shares, options, warrants or other rights to acquire any additional securities of Parent after the date of this Agreement (such
Voting Shares, options, warrants or other rights to acquire any additional securities of Parent, collectively the “New
Shares”), then such New Shares acquired or purchased by such Stockholder shall be
subject to the terms of this Agreement as “Parent Interests” to the same extent as if they constituted the Parent
Interests owned by such Stockholder as of the date hereof.


 


Section
13.Further Assurances.
Each Stockholder shall take, or cause to be taken, all actions and do, or cause to be done, all things reasonably necessary under
applicable Laws to consummate the Transactions on the terms and subject to the conditions set forth herein and in the Purchase
Agreement.


 


Section
14.Notices.
All notices, demands, requests, instructions, claims, consents, waivers and other communications to be given or delivered under
or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given (a) when personally
delivered (or, if delivery is refused, upon presentment), received by fax or email (with hard copy to follow) prior to 5:00 p.m.
Central Time on a Business Day or delivery by reputable overnight express courier (charges prepaid) or (b) three days following
mailing by certified or registered mail, postage prepaid and return receipt requested. Unless another address is specified in
writing, notices, demands and communications shall be sent to the addresses indicated below:


 


If
to a Stockholder, to the address included on such Stockholder’s signature page hereto with a copy (which shall not constitute
notice) to:


 


Winston
& Strawn LLP


200
Park Avenue


New
York, New York 10166-4193


		Attention:	Joel
                                         Rubinstein

                                         Jason Osborn



		Fax:	(212)
                                         294-4700



		Email:	jrubinstein@winston.com

                                         josborn@winston.com



 






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If
to Seller to:


 


Atlas
Technical Consultants Holdings LP


13215
Bee Cave Parkway


Bldg.
A, Suite 260


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






 and




 


Kirkland
& Ellis LLP


609
Main Street


Houston,
Texas 77002


		Attention:	William
                                         J. Benitez, P.C.

                                         Julian J. Seiguer, P.C.



		Fax:	(713)
                                         836-3601



		Email:	william.benitez@kirkland.com

                                         julian.seiguer@kirkland.com



 


Section
15.Miscellaneous.


 


(a) Except
as set forth in the Purchase Agreement, whether or not the Transactions are consummated, all fees and expenses incurred in connection
with this Agreement and the transactions contemplated by this Agreement, including the fees and disbursements of counsel, financial
advisors and accountants, shall be paid by the Party incurring such fees or expenses.


 






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(b) Whenever
possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable Law,
but if any provision of this Agreement or the application of any such provision to any Person or circumstance shall be held to
be prohibited by or invalid, illegal or unenforceable under applicable Law in any respect by a court of competent jurisdiction,
such provision shall be ineffective only to the extent of such prohibition or invalidity, illegality or unenforceability, without
invalidating the remainder of such provision or the remaining provisions of this Agreement. Furthermore, in lieu of such illegal,
invalid or unenforceable provision, there shall be added automatically as a part of this Agreement a legal, valid and enforceable
provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible.


 


(c) This
Agreement is binding upon, inures to the benefit of and is enforceable by the Parties and their respective successors and permitted
assigns. Neither this Agreement nor any right, interest or obligation hereunder may be assigned by any Party without the prior
written consent of the other Party, and any attempt to do so will be void, except for assignments and transfers by operation of
Law.


 


(d) The
headings used in this Agreement have been inserted for convenience of reference only and do not modify, define or limit any of
the terms or provisions hereof.


 


(e) Each
of the Parties irrevocably agrees that any legal action or proceeding with respect to this Agreement or the transactions contemplated
hereby shall be brought and determined by Court of Chancery of the State of Delaware and the federal courts of the United States
of America in the State of Delaware and each of the Parties irrevocably submits to the exclusive jurisdiction of such courts solely
in respect of any legal proceeding arising out of or related to this Agreement or the transactions contemplated hereby. The Parties
further agree that the Parties shall not bring suit with respect to any disputes arising out of this Agreement or the transactions
contemplated hereby in any court or jurisdiction other than the above specified courts; provided, however, that
the foregoing shall not limit the rights of the Parties to obtain execution of judgment in any other jurisdiction. The Parties
further agree, to the extent permitted by Law, that a final and nonappealable judgment against a Party in any action or proceeding
contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit
on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgment.


 


(f) EACH
PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW TRIAL BY JURY IN ANY LEGAL ACTION OR
PROCEEDING RELATING TO THIS AGREEMENT AND WITH RESPECT TO ANY COUNTERCLAIM RELATED THERETO.


 


(g) This
Agreement and the Purchase Agreement supersede all prior discussions and agreements between the Parties and/or their Affiliates
with respect to the subject matter hereof and contains the sole and entire agreement between the Parties and their Affiliates
with respect to the subject matter hereof; provided, that during the term of this Agreement, the transfer restrictions
expressly set forth in Section 5 hereof shall be considered additive to any transfer restrictions in any other agreement
between the Parties and their Affiliates containing restrictions on the transfer of any Parent Interests. Each Party acknowledges
and agrees that, in entering into this Agreement, such Party has not relied on any promises or assurances, written or oral that
are not reflected in this Agreement or the Purchase Agreement.


 






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(h)
The Law of the State of Delaware shall govern (i) all claims or matters related to or arising from this Agreement (including any
tort or non-contractual claims) and (ii) any questions concerning the construction, interpretation, validity and enforceability
of this Agreement, and the performance of the obligations imposed by this Agreement, in each case without giving effect to any
choice-of-law or conflict-of-law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause
the application of the Law of any jurisdiction other than the State of Delaware.


 


(i) The
Parties acknowledge that the rights of each Party to consummate the transactions contemplated hereby are unique and recognize
and affirm that in the event of a breach of this Agreement by any Party, money damages may be inadequate and the non-breaching
Party may have no adequate remedy at law. Accordingly, the Parties agree that such non-breaching Party shall have the right, in
addition to any other rights and remedies existing in their favor at Law or in equity, to enforce its rights and the other Party’s
obligations hereunder not only by an action or actions for damages but also by an action or actions for specific performance,
injunctive and/or other equitable relief (without posting of bond or other security), including any order, injunction or decree
sought by Parent to cause any Stockholder to perform its agreements and covenants contained in this Agreement. Each Party further
agrees that the only permitted objection that it may raise in response to any action for equitable relief is that it contests
the existence of a breach or threatened breach of this Agreement.


 


(j) This
Agreement may be executed and delivered in one or more counterparts and by fax or email, each of which shall be deemed an original
and all of which shall be considered one and the same agreement. No Party shall raise the use of a fax machine or email to deliver
a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of a fax
machine or email as a defense to the formation or enforceability of a Contract and each Party forever waives any such defense.


 


(k) No
amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by the Parties. No
waiver of any provision or condition of this Agreement shall be valid unless the same shall be in writing and signed by the Party
against which such waiver is to be enforced. No waiver by any Party of any default, breach of representation or warranty or breach
of covenant hereunder, whether intentional or not, shall be deemed to extend to any other, prior or subsequent default or breach
or affect in any way any rights arising by virtue of any other, prior or subsequent such occurrence.


 


(l) Each
Stockholder is entering into this Agreement in its, his or her capacity as a stockholder of Parent and, notwithstanding anything
to the contrary in this Agreement, nothing in this Agreement is intended or shall be construed to require any Person, in his or
her capacity as a director and/or officer of Parent to act or fail to act in accordance with his, her or its fiduciary duties
in such director and/or officer capacity. Furthermore, no Person makes any agreement or understanding herein in his, her or its
capacity as a director and/or officer of Parent. The Parties acknowledge that nothing in this Agreement shall restrict Parent
and Parent’s board of directors from taking any action permitted by and in accordance with the Purchase Agreement.


 


(m) The
Parties recognize and affirm that in the event any of the provisions of this Agreement are not performed in accordance with their
specific terms or otherwise are breached, money damages would be inadequate (and therefore the non-breaching Party would have
no adequate remedy at Law) and the non-breaching Party would be irreparably damaged. Accordingly, each Party agrees that each
other Party shall be entitled to specific performance, an injunction or other equitable relief (without posting of bond or other
security or needing to prove irreparable harm) to prevent breaches of the provisions of this Agreement and to enforce specifically
this Agreement and the terms and provisions hereof in any Proceeding, in addition to any other remedy to which such Person may
be entitled.


 


*
* * * *


 




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The
Parties have executed this Stockholder Support Agreement as of the date first above written.


 





	 	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
	 	 	 
	 	Boxwood SPONSOR LLC
	 	 	 
	 	By:	/s/
    Stephen M. Kadenacy
	 	Name:	Stephen
    M. Kadenacy
	 	Title:	Chief
    Executive Officer
	 	 	 
	 	MIHI BOXWOOD SPONSOR, LLC
	 	 	 
	 	By:	/s/
    Tobias Bachteler
	 	Name:	Tobias
    Bachteler
	 	Title:	Vice
    President
	 	 	 
	 	By:	/s/
    Jin Chun
	 	Name:	Jin
    Chun
	 	Title:	Vice
    President
	 	 	 
	 	MIHI LLC
	 	 	 
	 	By:	/s/
    Tobias Bachteler
	 	Name:	Tobias
    Bachteler
	 	Title:	Vice
    President
	 	 	 
	 	By:	/s/
    Jin Chun
	 	Name:	Jin
    Chun
	 	Title:	Vice
    President


 


Signature Page to Stockholder Support Agreement




 






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	 	BOXWOOD MANAGEMENT COMPANY, LLC
	 	 	 
	 	By:	/s/
    Stephen M. Kadenacy
	 	Name:	Stephen
    M. Kadenacy
	 	Title:	Chief
    Executive Officer


 





	/s/ Daniel E. Esters	 
	Daniel E. Esters	 
	 	 
	/s/ Richard A. Gadbois	 
	Richard A. Gadbois	 
	 	 
	/s/ Stephen M. Kadenacy	 
	Stephen M. Kadenacy	 
	 	 
	/s/ Alan P. Krusi	 
	Alan P. Krusi	 
	 	 
	/s/ David Lee	 
	David Lee	 
	 	 
	/s/ Duncan Murdoch	 
	Duncan Murdoch	 
	 	 
	/s/ Joseph E. Reece	 
	Joseph E. Reece	 







 


Signature Page to Stockholder Support Agreement







 







     


     


    

  


SCHEDULE
A


Beneficial
Ownership of Securities


 


	Stockholder	 	Number of Shares	 	 	Number of Warrants	 
	Boxwood Sponsor LLC	 	 	5,175,000	1	 	 	3,750,000	2
	Joseph E. Reece	 	 	25,000	 	 	 	—	 
	Richard A. Gadbois	 	 	25,000	 	 	 	—	 
	Alan P. Krusi	 	 	25,000	 	 	 	—	 
	Total	 	 	5,250,000	 	 	 	3,750,000	 



  
 


 






		1	Includes 4,925,000 shares of Class F common stock and 250,000
shares of Class A common stock underlying private placement units.



 


		2	Includes 3,500,000 private placement warrants and 250,000
private placement warrants underlying private placement units.



 







Schedule A to Stockholder Support Agreement