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, 2023Merger Agreement • 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.
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.
