Exhibit 99.3 JOINT FILING AGREEMENT Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act") the undersigned hereby agree to the joint filing on behalf of each of...Joint Filing Agreement • August 27th, 2020 • Atlas Technical Consultants, Inc. • Services-management consulting services
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act") the undersigned hereby agree to the joint filing on behalf of each of them of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with respect to securities of Atlas Technical Consultants, Inc., a Delaware corporation, and further agree to the filing, furnishing, and/or incorporation by reference of this Agreement as an exhibit thereto. Each of them is responsible for the timely filing of such filings and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to bel
JOINT FILING AGREEMENTJoint Filing Agreement • February 19th, 2020 • Atlas Technical Consultants, Inc. • Blank checks
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act") the undersigned hereby agree to the joint filing on behalf of each of them of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with respect to securities of Atlas Technical Consultants, Inc., a Delaware corporation, and further agree to the filing, furnishing, and/or incorporation by reference of this Agreement as an exhibit thereto. Each of them is responsible for the timely filing of such filings and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to bel
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 21st, 2018 • Boxwood Merger Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of November 15, 2018 by and between Boxwood Merger Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 26th, 2018 • Boxwood Merger Corp. • Blank checks • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of November ___, 2018, by and between Boxwood Merger Corp., a Delaware corporation (the “Company”), and __________________ (“Indemnitee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 9th, 2020 • Atlas Technical Consultants, Inc. • Services-management consulting services • Delaware
This Indemnification Agreement is effective as of [●], 2020, (this “Agreement”) and is between Atlas Technical Consultants, Inc., a Delaware corporation (the “Company”), and the undersigned director/officer of the Company (the “Indemnitee”).
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • April 3rd, 2020 • Atlas Technical Consultants, Inc. • Services-management consulting services • New York
CREDIT AGREEMENT, dated as of February 14, 2020 (this “Agreement”), among ATLAS TC HOLDINGS LLC, a Delaware limited liability company (“Holdings”), Atlas TC BUYER LLC, a Delaware limited liability company (the “Initial Borrower”), immediately following consummation of, and after giving effect to, the Merger (as defined below), ATLAS INTERMEDIATE HOLDINGS LLC, a Delaware limited liability company (the “Company” and as successor to the Initial Borrower by operation of law and as further provided in Section 9.19, the “New Borrower”), the LENDERS and ISSUING BANKS from time to time party hereto and MACQUARIE CAPITAL FUNDING LLC as administrative agent (the “Administrative Agent”) and Swing Line Lender (as hereinafter defined).
AGREEMENT AND PLAN OF MERGER by and among GI APPLE MIDCO LLC GI APPLE MERGER SUB LLC and ATLAS TECHNICAL CONSULTANTS, INC. Dated as of January 30, 2023Agreement and Plan of Merger • February 1st, 2023 • Atlas Technical Consultants, Inc. • Services-management consulting services • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of January 30, 2023, by and among GI Apple Midco LLC, a Delaware limited liability company (“Parent”), GI Apple Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Sub” and, together with Parent, the “Parent Entities”), and Atlas Technical Consultants, Inc., a Delaware corporation (the “Company”). Each of Parent, Merger Sub and the Company are sometimes referred to herein as a “Party.” All capitalized terms that are used in this Agreement have the respective meanings given to them in this Agreement.
EXPENSE ADVANCEMENT AGREEMENTExpense Advancement Agreement • November 21st, 2018 • Boxwood Merger Corp. • Blank checks • New York
THIS EXPENSE ADVANCEMENT AGREEMENT (this “Agreement”), dated as of November 15, 2018, is made and entered into by and between Boxwood Merger Corp., a Delaware corporation (the “Corporation”) and Boxwood Sponsor, LLC (the “Sponsor”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 14th, 2020 • Atlas Technical Consultants, Inc. • Blank checks • Delaware
This Registration Rights Agreement (this “Agreement”) is made as of February 14, 2020 by and among Atlas Technical Consultants, Inc., a Delaware corporation (f/k/a Boxwood Merger Corp., a Delaware corporation) (the “Company”), Atlas Technical Consultants Holdings LP, a Delaware limited partnership (“Atlas Holdings”), and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement (together with Atlas Holdings, each a “Holder” and, collectively, the “Holders”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 11th, 2022 • Atlas Technical Consultants, Inc. • Services-management consulting services • Texas
This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into by and between Atlas Technical Consultants LLC, a Delaware limited liability company (the “Company”), and the undersigned (the “Executive”), and shall be effective as of December 31, 2021 (the “Effective Date”).
Continental Stock Transfer & Trust Company Warrant AgreementWarrant Agreement • November 21st, 2018 • Boxwood Merger Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of November 15, 2018, is by and between Boxwood Merger Corp., a Delaware corporation (the “Corporation”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
UNDERWRITING AGREEMENT 6,250,000 Shares ATLAS TECHNICAL CONSULTANTS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • August 11th, 2020 • Atlas Technical Consultants, Inc. • Services-management consulting services • New York
Atlas Technical Consultants, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) for whom you are acting as representatives (the “Representatives”), and the stockholder of the Company named in Schedule II hereto (the “Selling Stockholder”) proposes to sell to the several Underwriters, and the Underwriters, acting severally and not jointly, agree to purchase, an aggregate of 6,250,000 shares (the “Firm Shares”) of the Class A common stock, par value $0.0001 per share, of the Company (“Common Stock”), of which 5,000,000 shares are to be issued and sold by the Company and 1,250,000 shares are to be sold by the Selling Stockholder. The Selling Stockholder proposes to sell to the several Underwriters, and the Underwriters agree to purchase, for the sole purpose of covering over-allotments in connection with the sale of the Firm Shares, at the option of the Underwriters, up to an additional 937,5
CREDIT AGREEMENT dated as of February 25, 2021 among ATLAS TC HOLDINGS LLC, as Holdings, ATLAS INTERMEDIATE HOLDINGS LLC, as Borrower, The Lenders From Time to Time Party Hereto and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Administrative Agent and...Credit Agreement • February 26th, 2021 • Atlas Technical Consultants, Inc. • Services-management consulting services • New York
CREDIT AGREEMENT, dated as of February 25, 2021 (this “Agreement”), among ATLAS TC HOLDINGS LLC, a Delaware limited liability company (“Holdings”), ATLAS INTERMEDIATE HOLDINGS LLC, a Delaware limited liability company (the “Borrower”), the LENDERS from time to time party hereto and WILMINGTON TRUST, NATIONAL ASSOCIATION (“Wilmington Trust”), as administrative agent (the “Administrative Agent”) and collateral agent (the “Collateral Agent”).
25,000,000 Units BOXWOOD MERGER CORP. Units, each consisting of one share of Class A common stock, $0.0001 par value, and one warrant UNDERWRITING AGREEMENTUnderwriting Agreement • November 15th, 2018 • Boxwood Merger Corp. • Blank checks • New York
Boxwood Merger Corp., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 20,000,000 units of the Company (the “Firm Securities”). Each unit (“Unit(s)”) consists of one share of Class A common stock, $0.0001 par value, of the Company (“Share(s)”) and one warrant of the Company, where each warrant entitles the holder to purchase one Share (the “Warrant(s)”). The Company also proposes to issue and sell to the several Underwriters not more than an additional 3,000,000 Units (the “Additional Securities”) if and to the extent that Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC and Macquarie Capital (USA) Inc., as Managers (the “Managers”) of the Offering (as defined below), shall have determined to exercise, on behalf of the Underwriters, the right to purchase such Units granted to the Underwriters in Section 2 hereof. The Firm Securities and the Additiona
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 21st, 2018 • Boxwood Merger Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 15, 2018, is made and entered into by and among Boxwood Merger Corp., a Delaware corporation (the “Corporation”), and Boxwood Merger Sponsor LLC, a Delaware limited liability company (the “Sponsor”), together with the other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement (each a “Holder” and collectively the “Holders”).
Boxwood Merger Corp. 1112 Montana Avenue, Suite 901 Santa Monica, CA 90403 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • November 21st, 2018 • Boxwood Merger Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Boxwood Merger Corp., a Delaware corporation (the “Company”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC and Macquarie Capital (USA) Inc., as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units) (each, a “Unit”), each Unit comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one redeemable warrant (each, a “Warrant”). Each Warrant will entitle the holder thereof to purchase one share of Common Stock at a pric
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 21st, 2018 • Boxwood Merger Corp. • Blank checks • Delaware
THIS SECURITIES PURCHASE AGREEMENT, dated as of November 15, 2018 (as it may from time to time be amended and including all schedules referenced herein, this “Agreement”), is entered into by and between Boxwood Merger Corp., a Delaware corporation (the “Company”), and Boxwood Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).
ATLAS TECHNICAL CONSULTANTS, INC. RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • May 11th, 2022 • Atlas Technical Consultants, Inc. • Services-management consulting services • Delaware
THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”), dated as of the Grant Date specified above (the “Grant Date”), is entered into by and between ATLAS TECHNICAL CONSULTANTS, INC., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Atlas Technical Consultants, Inc. 2019 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”).
STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • August 13th, 2019 • Boxwood Merger Corp. • Blank checks • Delaware
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”.
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • October 19th, 2020 • Atlas Technical Consultants, Inc. • Services-management consulting services • New York
TENDER AND SUPPORT AGREEMENT (this “Agreement”) dated as of October 19, 2020 by and among Atlas Technical Consultants, Inc. (the “Company”) and each holder listed on Schedule A hereto (each, a “Private Placement Warrant Holder”).
VOTING AGREEMENTVoting Agreement • February 14th, 2020 • Atlas Technical Consultants, Inc. • Blank checks • Delaware
This Voting Agreement (this “Agreement”), dated as of February 14, 2020 (the “Effective Time”), is entered into by and among Atlas Technical Consultants, Inc., a Delaware corporation (the “Company”), and Boxwood Sponsor LLC, a Delaware limited liability company (the “Sponsor”). Each of the Company and the Sponsor may be referred to herein as a “Party” and collectively as the “Parties”.
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • October 19th, 2020 • Atlas Technical Consultants, Inc. • Services-management consulting services • New York
TENDER AND SUPPORT AGREEMENT (this “Agreement”) dated as of October 19, 2020 by and among Atlas Technical Consultants, Inc. (the “Company”) and each of the persons listed on Schedule A hereto (collectively, the “Public Warrant Holders,” and each a “Public Warrant Holder”).
RESTRICTIVE COVENANT AGREEMENTRestrictive Covenant Agreement • February 14th, 2020 • Atlas Technical Consultants, Inc. • Blank checks • Delaware
THIS RESTRICTIVE COVENANT AGREEMENT (this “Agreement”) is made as of February 14, 2020, by and between Atlas TC Holdings LLC, a Delaware limited liability company (“Holdings”), Atlas Technical Consultants SPV, LLC, a Delaware limited liability company (“ATC SPV”) and Arrow Environmental SPV, LLC, a Delaware limited liability company (together with ATC SPV, “BCP”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • February 1st, 2023 • Atlas Technical Consultants, Inc. • Services-management consulting services • Delaware
THIS VOTING AND SUPPORT AGREEMENT, dated as of January 30, 2023 (the “Agreement”), among GI Apple Midco LLC, a Delaware limited liability company (“Parent”), and AS&M SPV, LLC, a Delaware limited liability company, and Arrow Environmental SPV, LLC, a Delaware limited liability company, each of which is a stockholder (collectively, the “Holder”) of Atlas Technical Consultants, Inc., a Delaware corporation (the “Company”), and, solely for purposes of Section 3,1 hereof, and to the extent applicable, Article VI hereof, the Company.
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • March 16th, 2022 • Atlas Technical Consultants, Inc. • Services-management consulting services
This AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of December 17, 2021 by and between Atlas Technical Consultants LLC, a Delaware limited liability company (the “Company”), and the undersigned (the “Executive”), and shall be effective as of December 17, 2021 (the “Effective Date”).
FORFEITURE AGREEMENTForfeiture Agreement • January 23rd, 2020 • Boxwood Merger Corp. • Blank checks • Delaware
This Forfeiture Agreement (this “Agreement”) is made as of January 23, 2020 by and between Atlas Technical Consultants Holdings LP, a Delaware limited partnership (“Seller”) and Boxwood Sponsor LLC, a Delaware limited liability company (“Sponsor”). Seller and Sponsor are sometimes individually referred to in this Agreement as a “Party” and collectively as the “Parties”.
EMPLOYMENT AGREEMENTEmployment Agreement • August 13th, 2019 • Boxwood Merger Corp. • Blank checks • Texas
This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of August 12, 2019, by and between Boxwood Merger Corp., a Delaware corporation (the “Company”), and L. Joe Boyer (“Executive”), and shall be effective as of the date of the closing (the “Effective Date”) of the transactions contemplated by the Purchase Agreement (as defined below).
Re: Agreement among SponsorsLetter Agreement • October 26th, 2018 • Boxwood Merger Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being executed and delivered in connection with the proposed underwritten initial public offering (the “Public Offering”) by Boxwood Merger Corp., a Delaware corporation (the “Company”) of units (the “Units”). The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) and the Company has applied to have the Units listed on the NASDAQ Capital Market.
ATLAS TECHNICAL CONSULTANTS, INC. PERFORMANCE STOCK UNIT AGREEMENTPerformance Stock Unit Agreement • May 11th, 2022 • Atlas Technical Consultants, Inc. • Services-management consulting services • Delaware
THIS PERFORMANCE STOCK UNIT AGREEMENT (this “Agreement”), dated as of the Grant Date specified above (the “Grant Date”), is entered into by and between ATLAS TECHNICAL CONSULTANTS, INC., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Atlas Technical Consultants, Inc. 2019 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”).
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • April 3rd, 2020 • Atlas Technical Consultants, Inc. • Services-management consulting services • New York
AMENDMENT NO. 1 TO CREDIT AGREEMENT dated as of March 30, 2020 (this “Amendment”) by and among ATLAS TC HOLDINGS LLC, a Delaware limited liability company (“Holdings”), ATLAS INTERMEDIATE HOLDINGS LLC, a Delaware limited liability company (the “Borrower”), the Lenders and Issuing Banks party hereto, and Macquarie Capital Funding LLC, as Administrative Agent and Collateral Agent.
AMENDMENT NO. 1 TO WARRANT AGREEMENTWarrant Agreement • November 17th, 2020 • Atlas Technical Consultants, Inc. • Services-management consulting services • New York
This Amendment (this “Amendment”) is made as of November 17, 2020 by and between Atlas Technical Consultants, Inc., a Delaware corporation (f/k/a Boxwood Merger Corp.) (the “Company”), and Continental Stock Transfer & Trust Company, a New York Corporation, as warrant agent (the “Warrant Agent”), and constitutes an amendment to that certain Warrant Agreement, dated as of November 15, 2018 (the “Existing Warrant Agreement”), between the Company and the Warrant Agent. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings given to such terms in the Existing Warrant Agreement.
AMENDMENT NO. 1 TO UNIT PURCHASE AGREEMENTLimited Liability Company Agreement • January 23rd, 2020 • Boxwood Merger Corp. • Blank checks • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended, supplemented or restated from time to time, this “Agreement”) of Atlas TC Holdings LLC, a Delaware limited liability company (the “Company”), is entered into as of [●], 2020, by and among [Boxwood Merger Corp.], a Delaware corporation (“PubCo”), and each other Person who is or at any time becomes a Member (each, a “Party” and collectively, the “Parties”) in accordance with the terms of this Agreement and the Act. Capitalized terms used herein and not otherwise defined have the respective meanings set forth in Section 1.1.
ATLAS TECHNICAL CONSULTANTS, INC. [DATE] NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AGREEMENTDirector Restricted Stock Unit Award Agreement • April 20th, 2020 • Atlas Technical Consultants, Inc. • Services-management consulting services • Delaware
THIS NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between ATLAS TECHNICAL CONSULTANTS, INC., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Atlas Technical Consultants, Inc. 2019 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Administrator (as defined in the Plan).
UNIT PURCHASE AGREEMENT by and among Boxwood Merger Corp.,Unit Purchase Agreement • August 13th, 2019 • Boxwood Merger Corp. • Blank checks • New York
This Unit Purchase Agreement (this “Agreement”) is made and entered into as of August 12, 2019, by and among (i) Boxwood Merger Corp., a Delaware corporation (“Parent”), (ii) Atlas TC Holdings LLC, a Delaware limited liability company (“Holdings”), (iii) Atlas TC Buyer LLC, a Delaware limited liability company (“Buyer”), (iv) Atlas Intermediate Holdings LLC, a Delaware limited liability company (the “Company”) and (v) Atlas Technical Consultants Holdings LP, a Delaware limited partnership (“Seller”). Each of Parent, Holdings, Buyer, the Company and Seller is also referred to herein as a “Party” and, collectively, as the “Parties.”
DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • February 14th, 2020 • Atlas Technical Consultants, Inc. • Blank checks • Delaware
This Director Nomination Agreement (this “Agreement”), dated as of February 14, 2020 (the “Effective Time”), is entered into by and among Atlas Technical Consultants, Inc., a Delaware corporation (the “Company”), and Atlas Technical Consultants Holdings LP, a Delaware limited partnership (“BCP” or “Atlas Seller”). Each of the Company and BCP may be referred to herein as a “Party” and collectively as the “Parties”. Except as otherwise indicated, capitalized terms used but not defined herein shall have the meanings set forth in Section 4 of this Agreement.
