UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

__________________________

SCHEDULE 14A

__________________________

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Check the appropriate box:

ATLAS TECHNICAL CONSULTANTS, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

ATLAS TECHNICAL CONSULTANTS, INC.
13215 Bee Cave Parkway, Building B, Suite 230
Austin, Texas 78738

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held June 19, 20209, 2022

Dear Stockholders of Atlas Technical Consultants, Inc.:

Notice is hereby given that the annual meeting (the “annual meeting”) of stockholders of Atlas Technical Consultants, Inc., a Delaware corporation (the “Company”), will be held on Friday, June19, 2020,Thursday, June 9, 2022, at 3:30 P.M.10:00 A.M., Central Time, for the following purposes:

1.1       To elect the twothree Class IIII directors named in this proxy statement to serve until the annual meeting of stockholders to be held in 2023.2025.

2.2       To approveratify the selection of Grant Thornton LLP as the independent registered public accounting firm for the Company for the 2022 fiscal year ending December31, 2020.year.

3.3       To vote on the amendment and restatement of the Company’s Second Amended and Restated Certificate of Incorporation (the “Charter”) to, among other items, eliminate the supermajority voting requirements to amend the Charter and the Company’s Amended and Restated Bylaws (the “Bylaws”).

4       To transact such other business as may properly be brought before the annual meeting and any adjournment, postponement or continuation thereof.

Due toTo support the escalating public health impactand well-being of the coronavirus (COVID-19) outbreak, and in lightour employees, Board of recent guidance from the Centers for Disease Control and PreventionDirectors, stockholders and other federal, statemeeting participants, and local public health authorities,to facilitate broad stockholder attendance and provide a consistent experience to all stockholders, regardless of location, the annual meeting will be a virtual meeting of stockholders and will be conducted online by live audio webcast. We plan to switch to in person meetings in 2021 to the extent it is reasonable and practicable.virtual. To attend the virtual annual meeting and vote your shares electronically, you will need to visitwww.virtualshareholdermeeting.com/ATCX2020ATCX2022 (the “Meeting Website”) and enter the control number found on your proxy card. We encourage you to log on 15 minutes prior to the start time of the meeting. If you wish to submit questions for the annual meeting, you mustplease do so in advance by submitting your questions to our GeneralCo-General Counsel and Assistant Corporate Secretary, Bradford Twombly, at brad.twombly@oneatlas.com. Questions mustshould be submitted at least three days in advance of the annual meeting and must be of an appropriate topic to be addressed at the annual meeting. As part of the annual meeting, we will also hold a question and answer session, during which the Company intends to answer questions submitted during the meeting in accordance with the annual meeting procedures, which are pertinent to the Company and the meeting matters, as time permits. Questions may also be submitted during the annual meeting through the Meeting Website.

Only stockholders of record on the books of the Company at the close of business on April22, 2020April 14, 2022 will be entitled to notice of, and to vote at, the annual meeting or any adjournments or postponements thereof. A list of stockholders entitled to vote at the annual meeting will be available for inspection ten days prior to the annual meeting and during the annual meeting by contacting the Company at 1312513215 Bee Cave Parkway, Building B, Suite 230, Austin, Texas 78738, or (866) 858-4499.

The Company is providing this proxy statement and accompanying proxy card to its stockholders in connection with its annual meeting of stockholders and any adjournments or postponements thereof.

Your vote is very important. Whether or not you plan to attend the annual meeting via the Meeting Website, please vote without delay.

The approximate date of mailing of the enclosed proxy statement and proxy card is May28, 2020.[_], 2022.

May28, 2020[•], 2022

ATLAS TECHNICAL CONSULTANTS, INC.
13215 Bee Cave Parkway, Building B, Suite 230
Austin, Texas 78738

PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS

GENERAL

The Annual Meeting

The annual meeting of stockholders of Atlas Technical Consultants, Inc., a Delaware corporation (the “Company”), which we refer to in this proxy statement as the annual meeting, will be held on Friday, June19, 2020,Thursday, June 9, 2022, at 3:30 P.M.10:00 A.M., Central Time, for the following purposes:

1.      To elect the twothree Class IIII directors named in this proxy statement to serve until the annual meeting of stockholders to be held in 2023.2025.

2.      To approveratify the selection of Grant Thornton LLP as the independent registered public accounting firm for the Company for the 2022 fiscal year ending December31, 2020.year.

3.      To vote on the amendment and restatement of the Charter to, among other things, eliminate the supermajority voting requirements to amend the Charter and the Bylaws.

4.      To transact such other business as may properly be brought before the annual meeting and any adjournment, postponement or continuation thereof.

Due toTo support the escalating public health impactand well-being of the coronavirus (COVID-19) outbreak, and in lightour employees, Board of recent guidance from the Centers for Disease Control and PreventionDirectors, stockholders and other federal, statemeeting participants, and local public health authorities,to facilitate broad stockholder attendance and provide a consistent experience to all stockholders, regardless of location, the annual meeting will be a virtual meeting of stockholders and will be conducted online by live audio webcast. We plan to switch to in person meetings in 2021 to the extent it is reasonable and practicable.virtual. To attend the virtual annual meeting and vote your shares electronically, you will need to visitwww.virtualshareholdermeeting.com/ATCX2020ATCX2022 (the(the “Meeting Website”) and enter the control number found on your proxy card. We encourage you to log on 15 minutes prior to the start time of the meeting. If you wish to submit questions for the annual meeting, you mustshould do so in advance by submitting your questions to our GeneralCo-General Counsel and Assistant Corporate Secretary, Bradford Twombly, at brad.twombly@oneatlas.com. Questions mustshould be submitted at least three days in advance of the annual meeting and must be of an appropriate topic to be addressed at the annual meeting. As part of the annual meeting, we will also hold a question and answer session, during which the Company intends to answer questions submitted during the meeting in accordance with the annual meeting procedures, which are pertinent to the Company and the meeting matters, as time permits. Questions may also be submitted during the annual meeting through the meeting website.

Only stockholders of record on the books of the Company at the close of business on April22, 2020April 14, 2022 will be entitled to notice of, and to vote at, the annual meeting or any adjournments or postponements thereof. A list of stockholders entitled to vote at the annual meeting will be available for inspection ten days prior to the annual meeting and during the annual meeting by contacting the Company at 1312513215 Bee Cave Parkway, Building B, Suite 230, Austin, Texas 78738, or (866) 858-4499.

This proxy statement and accompanying proxy card are furnished in connection with the solicitation by our board of directors, which we refer to in this proxy statement as the “Board,” of proxies from holders of shares of our Class A common stock, par value $0.0001 per share (“Class A common stock”) and our Class B common stock, par value $0.0001 per share (“Class B common stock”), which we collectively refer to in this proxy statement as our common stock, to be used at the annual meeting, and at any and all adjournments or postponements thereof. Proxies in the accompanying form, properly executed and duly returned to the Company, and not revoked, will be voted at the annual meeting and any and all adjournments or postponements thereof.

We will send this proxy statement and the accompanying form of proxy on or about May28, 2020,[_], 2022, to stockholders of record of our common stock as of April22, 2020.April 14, 2022.

The Initial Business Combination

Our Company

On August12, 2019, Boxwood Merger Corp. (“Boxwood”), Atlas TC Holdings LLC, a wholly-owned subsidiary of Boxwood and a Delaware limited liability company (“Holdings”), and Atlas TC Buyer LLC, a wholly-owned subsidiary of Holdings and a Delaware limited liability company (the “Buyer”), entered into a unit purchase agreement (as amended, the “Purchase Agreement”) with Atlas Intermediate Holdings LLC, a Delaware limited liability company (“Atlas Intermediate”), and Atlas Technical Consultants Holdings LP, a Delaware limited partnership (the “Seller”), pursuant to which the Buyer would acquire from the Seller all of the equity interests in Atlas Intermediate (the “Atlas Intermediate Units”). The acquisition of the Atlas Intermediate Units and the other transactions contemplated by the Purchase Agreement are collectively referred to herein as the “business combination.” The Seller is an affiliate of Bernhard Capital Partners Management LP (“Bernhard Capital Partners”). Bernhard Capital Partners and certain of its affiliates (other than the Company and its subsidiaries) are herein referred to as our “Sponsor.”

On February14, 2020, we consummated the business combination. Following the consummation of the business combination, the combined company is organized in an “Up-C” structure in which the business of Atlas Intermediate and its subsidiaries is held by Holdings and continues to operate through the subsidiaries of Atlas Intermediate, and in which our only direct assets consist of common units of Holdings (“Holdings Units”). We are the sole manager of Holdings in accordance with the terms of the amended and restated limited liability company agreement of Holdings (the “Holdings LLC Agreement”) entered into in connection with the consummation of the business combination. Each Holdings Unit, together with one share of Class B common stock, is exchangeable for one share of Class A common stock at the option of the holder pursuant to the terms of the Company’s and Holding’s organizational documents, subject to certain restrictions.

Following the completion of the business combination, the Seller and its limited partners (the “Continuing Members”) owned an aggregate of 23,974,368 Holdings Units redeemable on a one-for-one basis for shares of Class A common stock. Upon the redemption by any Continuing Member of Holdings Units for shares of Class A common stock, a corresponding number of shares of our Class B common stock held by such Continuing Member will be cancelled. Following the conversion of each outstanding share of our Class F common stock, par value $0.0001 per share (“Class F common stock”), to one share of Class A common stock in connection with the business combination, Boxwood Sponsor LLC (the “Boxwood LLC”) owned an aggregate 2,225,000shares of Class A common stock and 3,750,000 private placement warrants.

Following the business combination, we changed our name from “Boxwood Merger Corp.” to “Atlas Technical Consultants, Inc.” Prior to the consummation of the business combination, our Class A common stock, warrants and units were listed on the NASDAQ Capital Market (the “NASDAQ”) under the symbols “BWMC,” “BWMCW” and “BWMCU,” respectively. Following the business combination, all of our units separated into their component parts of one share of Class A common stock and one warrant to purchase one share of Class A common stock of the Company, and the units ceased trading on NASDAQ. Our Class A common stock and warrants are currently listed on NASDAQ under the new trading symbols of “ATCX” and “ATCXW,” respectively.

Revocation of Proxy

A proxy card that is executed and returned may nevertheless be revoked at any time before its exercise by giving written notice of revocation to our Corporate Secretary at the address given at the top of this proxy statement, by submitting a later dated proxy or by attending the virtual annual meeting via the Meeting Website and voting according to the instructions on the Meeting Website.

Expenses and Manner of Solicitation

We will bear the cost of soliciting proxies for the annual meeting. In addition to solicitations by mail, we may, through our directors and officers, solicit proxies in person, by telephone or by electronic means. Such directors and officers will not receive any special remuneration for these efforts.

Reconciliations of Non-GAAP Financial Measures

Atlas Technical Consultants
Reconciliation of Gross Revenues to Net Revenues
(in thousands)

Atlas Technical Consultants
Reconciliation of Net Income to Adjusted EBITDA
(in millions)

____________

(1)      Includes $15.2 million of financing fees incurred as part of the Atlas Business Combination in 2020 that were written off as part of our refinancing that occurred in the first quarter of 2021 and $1.7 million of write-offs relating to deferred financing fees for the year ended December 31, 2020.

(2)      Includes the EBITDA of LONG (which we acquired in February 2020) for the period January 1, 2020 through the date of the acquisition.

(3)      Includes costs associated with lease accruals related to moving to a hybrid workforce, employee separation charges, professional service-related service fees such as legal, accounting, tax, valuation and other consulting relating to the Atlas Business Combination and other M&A activity. Additionally, it includes costs related to the COVID-19 pandemic and other non-recurring expenses.

(4)      Includes the amortization of the unvested portion of our 2017 and 2019 Management Incentive Plan grants that vested immediately upon the change in control provision contained within the agreements, the amortization of unvested restricted share units, performance share units and stock options granted in 2020 and 2021 to key management personnel and our compensation to our Board of Directors

VOTING AT THE ANNUAL MEETING

We have an authorized capitalization of 501,000,000shares501,000,000 shares of capital stock, consisting of (a) 500,000,000shares500,000,000 shares of common stock, par value $0.0001 per share, including (i) 400,000,000shares400,000,000 shares of Class A common stock and (ii) 100,000,000shares100,000,000 shares of Class B common stock, and (b) 1,000,000 authorized shares of preferred stock, par value $0.0001 per share. Holders of the Class A common stock and holders of the Class B common stock vote together as a single class. Each holder of our Class A common stock and Class B common stock is entitled to one vote per share on each matter of business properly brought before the annual meeting. Stockholders do not have cumulative voting rights. We refer to the Class A common stock and the Class B common stock collectively as the common stock. At the annual meeting, only those holders of shares of common stock at the close of business on April22, 2020,April 14, 2022, the record date, will be entitled to vote. As of the record date, (a) 29,741,710shares38,449,785 shares of common stock were outstanding and entitled to vote, consisting of 5,767,342shares35,115,892 shares of Class A common stock and 23,974,368shares3,333,893 shares of Class B common stock and (b) no shares of preferred stock were outstanding.

Record holders of common stock can vote by the following methods:

•        By mail.    You may vote by proxy by completing the enclosed proxy card and returning it in the postage-paid return envelope.

•        Via the Internet.    You may vote by submitting a proxy via the Internet until 11:59 p.m., Eastern Time, on June18, 2020June 8, 2022, by accessing the website listed on your proxy card,www.proxyvote.com, and following the instructions you will find on the website. Internet proxy submission is available 24 hours a day.

•        Via the Meeting Website.    You may participate in the virtual annual meeting via the Meeting Website and vote during the meeting by following the instructions available on the Meeting Website at the time of the annual meeting.

Beneficial owners of shares held in street name may instruct their bank, broker or other nominee how to vote their shares. Beneficial owners should refer to the materials provided to them by their nominee for information on how to communicate their voting instructions to their nominee. Beneficial owners may not vote their shares via the Meeting Website at the virtual annual meeting unless they obtain a legal proxy from the stockholder of record, present it to the inspector of election at the annual meeting and produce valid identification. Beneficial owners should contact their bank, broker or other nominee in advance of the annual meeting for instructions regarding obtaining a legal proxy.

The presence at the annual meeting virtually via the Meeting Website, either in person or by proxy, of holders of outstanding shares of common stock entitled to cast a majority of all the votes entitled to be cast at the annual meeting will constitute a quorum. The presence of a quorum for any proposal establishes a quorum for all of the proposals, even if holders of outstanding shares of common stock entitled to cast a majority of all the votes entitled to be cast at the annual meeting do not vote on all of the proposals.

Shares of common stock represented at the annual meeting virtually via the Meeting Website but not voted on one or more proposals will be included in determining the presence of a quorum for all of the proposals, but will not be considered cast on any proposal on which they were not voted.

Brokers who hold shares in street name for customers are required to vote those shares in accordance with instructions received from the beneficial owners. Applicable rules restrict when brokers that are record holders of shares may exercise discretionary authority to vote those shares in the absence of instructions from beneficial owners. Brokers who hold shares of common stock in street name for customers generally may vote their customers’ shares on proposals considered to be “routine” matters under applicable rules and may not vote their customers’ shares on proposals that are not considered to be “routine” matters under applicable rules if the customers have not furnished voting instructions within a specified period of time prior to the annual meeting. Proposal 1 isand Proposal 3 are not considered to be a “routine” matter under applicable rules. Proposal 2 is considered a “routine” matter under applicable rules.

We refer to the situation where a broker does not receive voting instructions from the beneficial owner of shares of common stock on a particular matter and indicates on the proxy delivered with respect to such shares of common stock that it does not have discretionary authority to vote on that matter as a broker “non“broker non-vote.” For brokerBroker non-votes, those shares of common stock and abstentions will be considered as present for the purpose of determining whether a quorum exists. With respect to abstentions, those shares of common stock will be considered as present for the purpose of determining whether a quorum exists, but, underUnder Delaware law, abstentions are not considered to be votes cast on a proposal.proposal and therefore will not affect the outcome of any proposal to be voted on at the meeting. Broker non-votes will not affect the outcome of any proposal to be voted on at the meeting.

PROPOSAL 1. ELECTION OF DIRECTORS

Proposal 1 is to elect L. Joe BoyerThomas H. Henley, Leonard K. Lemoine and Brian FerraioliCollis Temple, III to serve as our Class IIII directors. The board of directorsBoard is divided into three classes,classes: Class I, Class II and Class III. The term of the initial Class IIII directors expires at this annual meeting; the term of the initialClass I directors expires at the 2023 annual meeting; and the term of the Class II directors expires at the 2021 annual meeting of the stockholders of the Company; and the term of the initial Class III directors expires at the 20222024 annual meeting of the stockholders of the Company. At each succeeding annual meeting of the stockholders of the Company, successors to the class of directors whose term expires at that annual meeting shall be elected for a three-year term or until the election and qualification of their respective successors in office, subject to their earlier death, resignation or removal. We believe this classified board structure is appropriate for the Company. Obtaining a three-year commitment from our directors assists us in retaining highly qualified directors who have experience and familiarity with our business and the markets in which we operate. The Board believes that such long-term institutional knowledge benefits the Company and enables the Board to better consider and provide long-term strategic planning.

The Board, upon the recommendation of our Nominating, and Corporate Governance and Sustainability Committee, has nominated each of L. Joe BoyerThomas H. Henley, Leonard K. Lemoine and Brian FerraioliCollis Temple, III for election at the annual meeting as Class IIII directors for a term to expire at the 20232025 meeting of stockholders or until his successor is elected or appointed, subject to his earlier death, resignation or removal. Joseph E. Reece has elected not to stand for reelection. There isare no current intent to fill this vacancy in the immediate future.family relationships between any of our directors, director nominees or executive officers.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTEFOR EACH OF THE
NOMINEES NAMED IN PROPOSAL 1.

It is the intention of the persons named in the enclosed proxy, in the absence of a contrary direction, to vote for the election of the nominees named in Proposal 1. Should the nominees become unable or refuse to accept nomination or election as a director, the persons named as proxies intend to vote for the election of such other persons as the Nominating, and Corporate Governance and Sustainability Committee of the Board (the “Nominating, Corporate Governance and Sustainability Committee”) may recommend, or the Board may reduce the size of the Board. The Board knows of no reason why the nominees might be unable or refuse to accept nomination or election.

Information is set forth below regarding the principal occupation, skills and qualifications of the nominees and each of our other directors.

Nominees

L. Joe Boyer

, age56,has served as a director since February 2020 and as the Company’s Chief Executive Officer since October 2017. Prior to becoming the Company’s Chief Executive Officer, Mr.Boyer served as a consultant to Bernhard Capital Partners Management LP (“Bernhard Capital Partners”) in connection with its infrastructure delivery services business from August 2016 to October 2017. From March 2013 to February 2016, Mr.Boyer was Chief Executive Officer of Atkins’ North American arm. From 2003 to 2013, Mr.Boyer held several senior management positions at Shaw Environmental & Infrastructure, most notably as President for its Federal Division. Mr.Boyer holds a Masters of Business Administration from Pepperdine University and a Bachelor of Science in Architectural Engineering from The University of Texas at Austin. Brian Ferraioli, age64,has served as Chairman of the Board, and as a director of the Company, since February 2020. Mr.Ferraioli is also an Operating Partner at Bernhard Capital Partners, and has worked with the firm since 2019. Mr.Ferraioli served as Executive Vice President and Chief Financial Officer of KBR, Inc., an engineering, construction and services company, from 2013 to 2017. Prior to KBR, Mr.Ferraioli was Executive Vice President and Chief Financial Officer at The Shaw Group, Inc. (now part of McDermott International, Inc.), a engineering, technology and services company, from July 2007 to February 2013, when the company was acquired by Chicago Bridge & Iron Company N.V. Prior to joining The Shaw Group, Mr.Ferraioli served as Vice President and Controller of Foster Wheeler, AG, a global engineering conglomerate. Mr.Ferraioli is a Director and Chairman of the Audit Committee of Vistra Energy Corp. and is a Director of and Chair of the Audit Committee of Team, Inc. Mr.Ferraioli also previously served as a Director of, Chair of the Audit Committee and on the Compensation Committee of Charah Solutions, Inc. from June 2018 to May 2020. Mr.Ferraioli has approximately 40 years of experience in senior finance and accounting roles in the engineering and construction industries and is also a National Association of Corporate Directors Governance Fellow. Previously, Mr.Ferraioli served as a director and chairman of the audit committee of Babcock & Wilcox Enterprises and its predecessor company Babcock & Wilcox, Inc. He also previously served on the board of directors of Adolfson & Peterson, a privately owned construction company. Mr.Ferraioli received his B.S. in accounting from Seton Hall University and his M.B.A. from Columbia University.		Thomas H. Henley, age 56, has served as a director of the Company since March 2020. Mr. Henley joined Bernhard Capital Partners as a member of the firm’s Investment Committee in February 2019. Prior to Bernhard Capital Partners, Mr. Henley served as the Senior Managing Director of Strategic Opportunities for the UAW Retiree Medical Benefits Trust, a purchaser of retiree healthcare benefits, from March 2016 to February 2019. Mr. Henley currently serves as a member of the board of directors for Lazarus Energy Holdings, an investment holding company, and has served in such capacity since 2006. Mr. Henley received his B.S. in Petroleum Engineering from Stanford University and his M.B.A. from the Anderson Graduate School of Management at UCLA. The Board believes Mr. Henley’s advisory and investment experience and business acumen brings important insight to the Board.
		Leonard K. Lemoine, age 66, has served as a director of the Company since February 2020. Mr. Lemoine is the President and Chief Executive Officer of the Lemoine Company, LLC (“Lemoine”), a position he has held since January of 2011. Mr. Lemoine founded Lemoine in 1975 and the company has steadily grown from a small construction company to one of the most respected, full-service contracting and construction management firms in the Southeastern United States. Lemoine constructs and manages projects ranging from minor interior renovations to some of the most complex healthcare facilities, commercial public and industrial landmarks in the Southeastern United States. Mr. Lemoine received his B.S. from Louisiana State University in 1979. The Board believes Mr. Lemoine provides valuable insights to the Board due to his extensive expertise and understanding of the construction management industry built through decades of industry experience.

Continuing Directors

R. Foster Duncan, age65,has served as a director of the Company since February 2020. Mr.Duncan joined Bernhard Capital Partners as an Operating Partner in December 2013. Mr.Duncan has more than 30 years of senior corporate, private equity and investment banking experience. Previously, Mr.Duncan held various positions in the private equity industry, including Managing Member of KD Capital L.L.C., an affiliate of Kohlberg Kravis Roberts & Co. L.P. (“KKR”), a global investment firm. Mr.Duncan was located in KKR’s New York office and worked exclusively with KKR and its portfolio companies in connection with creating value and identifying and investing in the energy, utility, natural resources and infrastructure sectors. Previously, Mr.Duncan was Executive Vice President and CFO of Cinergy Corporation, a Fortune 250 energy and utility company, Chairman of Cinergy’s Investment Committee and CEO and President of Cinergy’s Commercial Business Unit. Prior to his time at Cinergy, he held senior management positions with LG&E Energy Corp., a utilities company, as a member of the Office of the Chairman and Executive Vice President and CFO. Mr.Duncan serves on the Board of Directors of Atlantic Power Corporation in Boston, Massachusetts where he is Chairman of the Audit Committee, and is a member of the Compensation, Operating and Nominating and Governance Committees. He also previously served as a director of Essential Power, LLC, a portfolio company of Industry Funds Management (US), LLC and the Advisory Council of Greentech Capital Advisors in New York. Mr.Duncan graduated with Distinction from the University of Virginia and received his M.B.A. from the A.B. Freeman Graduate School of Business at Tulane University.

Thomas H. Henley, age54,has served as a director of the Company since March 2020. Mr.Henley joined Bernhard Capital Partners as a member of the firm’s Investment Committee in February 2019. Prior to Bernhard Capital Partners, Mr.Henley served as the Senior Managing Director of Strategic Opportunities for the UAW Retiree Medical Benefits Trust, a purchaser of retiree healthcare benefits, from March 2016 to February 2019. Mr.Henley currently serves as a member of the board of directors for Lazarus Energy Holdings, an investment holding company, and has served in such capacity since 2006. Mr.Henley received his B.S. in Petroleum Engineering from Stanford University and his Masters of Business Administration from the Anderson Graduate School of Management at UCLA.

Jeff Jenkins, age46,has served as a director of the Company since February 2020. Mr.Jenkins is a founder and partner of Bernhard Capital Partners, and has been with the firm since its inception in 2013. He serves as a member of the Investment Committee and the Portfolio Committee and is involved in all areas of the firm’s investment activities. Mr.Jenkins serves on the Board of Directors for Brown & Root, Bernhard LLC and Epic Piping. Prior to founding Bernhard Capital, Mr.Jenkins spent ten years working for The Shaw Group where he served many vital positions. During his tenure at Shaw, Mr.Jenkins served as Chief Operating Officer of Shaw Environmental and Infrastructure, where he was responsible for operations and business development. Prior to this role, he served as President of the Commercial, State, and Local group within the Environmental and Infrastructure division. Before moving into his operating roles, Mr.Jenkins served as Vice President of the Office of the Chairman where he led overall corporate development and placed a special emphasis on mergers and acquisitions, joint ventures and business development efforts. Prior to joining Shaw, Mr.Jenkins was a Corporate and Securities Attorney at Vinson & Elkins LLP where his practice focused primarily on mergers and acquisitions, private equity and venture capital, and public securities work in a broad range of industries. Mr.Jenkins received his B.A. from Louisiana State University and his J.D. from Louisiana State University after attending law school at the University of Texas.

Stephen M. Kadenacy, age51, has served as a director of the Company since November 2018. Mr.Kadenacypreviously served as our Chief Executive Officer and Chairman of the Board from November 2018 until the consummation of the business combination. Effective with the consummation of the business combination, Mr.Kadenacy resigned as an officer of the corporation and has served solely as a director of the Company since. Mr.Kadenacy is CEO and Managing Partner of Boxwood Capital LLC. Mr.Kadenacy is also Chairman of the Board of Centerline Logistics Corporation, a marine transportation company. Prior to these, Mr.Kadenacy served as President of AECOM, an infrastructure firm, from October 2014 until June 2017 and as Chief Operating Officer from October 2016 until June 2017. Prior to that, he served as AECOM’s Chief Financial Officer from October 2011 until October 2015 and as Senior Vice President, Corporate Finance from May 2008 to September 2011. Prior to joining AECOM, Mr.Kadenacy was with the accounting firm KPMG LLP in San Francisco since 1996. Mr.Kadenacy previously served on the Board of Directors and Audit Committee of ABM Industries Inc. Mr.Kadenacy holds a Bachelor’s degree in economics from the University of California at Los Angeles and a Masters of Business Administration from the University of Southern California.

Leonard K. Lemoine, age64,has served as a director of the Company since February 2020. Mr.Lemoine is the President and Chief Executive Officer of the Lemoine Company, LLC (“Lemoine”), a position he has held since January of 2011. Mr.Lemoine founded Lemoine in 1975 and the company has steadily grown from a small

		L. Joe Boyer, age 58, has served as a director since February 2020 and as the Company’s Chief Executive Officer since October 2017. Prior to becoming the Company’s Chief Executive Officer, Mr. Boyer served as a consultant to Bernhard Capital Partners in connection with its infrastructure delivery services business from August 2016 to October 2017. From March 2013 to February 2016, Mr. Boyer was Chief Executive Officer of Atkins’ North American arm. From 2003 to 2013, Mr. Boyer held several senior management positions at Shaw Environmental & Infrastructure, most notably as President for its Federal Division. Mr. Boyer served on the Board of Directors and Compensation Committee of Municipal Utility District 5 in Austin from 2016 to 2017. Mr. Boyer holds an M.B.A. from Pepperdine University and a B.S. in Architectural Engineering from The University of Texas at Austin. The Board believes Mr. Boyer’s leadership roles within our Company and his extensive industry experience provide an exceptional breadth and depth of knowledge and understanding of both our Company and the professional testing, inspection, engineering, environmental and consulting industry as a whole.
		R. Foster Duncan, age 67, has served as a director of the Company since February 2020. Mr. Duncan joined Bernhard Capital Partners as an Operating Partner in December 2013. Mr. Duncan has more than 30 years of senior corporate, private equity and investment banking experience. Previously, Mr. Duncan held various positions in the private equity industry, including Managing Member of KD Capital L.L.C., an affiliate of Kohlberg Kravis Roberts & Co. L.P. (“KKR”), a global investment firm. Mr. Duncan was located in KKR’s New York office and worked exclusively with KKR and its portfolio companies in connection with creating value and identifying and investing in the energy, utility, natural resources and infrastructure sectors. Previously, Mr. Duncan was Executive Vice President and CFO of Cinergy Corporation (“Cinergy”), a Fortune 250 energy and utility company, Chairman of Cinergy’s Investment Committee and CEO and President of Cinergy’s Commercial Business Unit. Prior to his time at Cinergy, he held senior management positions with LG&E Energy Corp., a utilities company, as a member of the Office of the Chairman and Executive Vice President and CFO. Mr. Duncan serves on the board of directors of Atlantic Power Corporation in Boston, Massachusetts where he is chairman of the audit committee, and is also a member of the compensation, operating and nominating and governance committees. He also previously served as a director of Essential Power, LLC, a portfolio company of Industry Funds Management (US), LLC and the Advisory Council of Greentech Capital Advisors in New York. Mr. Duncan graduated with distinction from the University of Virginia and received his M.B.A. from the A.B. Freeman Graduate School of Business at Tulane University. The Board believes Mr. Duncan’s extensive financial and executive leadership experience brings invaluable expertise and skill to the Board.

Information Concerning Ourthe Board, of Directors, Committees and Governance

Our board of directorsThe Board is divided into three classes with only one class of directors being elected each year. The term of the Class III directors, consisting of Messrs. Henley, Lemoine and Temple, will expire at this annual meeting. The term of office of the Class I directors, consisting of Ms. Richmond and Messrs. Boyer Ferraioli and Reece,Ferraioli, will expire at thisthe 2023 annual meeting. Mr.Reece has elected not to stand for reelection. The term of office of the Class II directors, consisting of Messrs. Weiss, JenkinsDuncan and Duncan,Weiss, will expire at the 2021 annual meeting. The term of office of the Class III directors, consisting of Messrs. Kadenacy, Henley and Lemoine, will expire at the 20222024 annual meeting. The NASDAQ listing standards require that a majority of ourthe Board be independent. Our board of directorsThe Board has determined that each of Ms. Richmond and Messrs. Duncan, Ferraioli, Henley, Duncan,Lemoine, Temple and Weiss Lemoine, Jenkins, Ferraioli and Reece are independent within the meaning of NASDAQ Listing Rule 5605(a)(2). Mr.BoyerIn addition, the Board determined former directors who served on the Board until April 20, 2021, Mr. Jeff F. Jenkins, is independent within the meaning of NASDAQ Listing Rule 5605(a)(2) and Mr. Stephen M. Kadenacy, who also served as the former Chief Executive Officer of the Company, is not independent. Finally, the Board determined Mr. Boyer is not independent due to his service as our Chief Executive Officer, and the board of directors does not consider Mr.Kadenacy independent due to his prior service as our Chief Executive Officer prior to the closing of the business combination.

The rules of NASDAQ define a “controlled company” as a company of which more than 50% of the voting power for the election of directors is held by an individual, a group or another company. Following the consummation of the business combination, the Seller and its limited partners held approximately 80% of the voting power of our common stock, and as of April22, 2020, our Sponsor controlled, directly or indirectly, approximately 67.8% of the voting power of our common stock. As a result, we are a controlled company under the listing rules of NASDAQ (a “Controlled Company”) and the rules of the SEC. As a Controlled Company, the Company qualifies for exemptions from certain corporate governance rules, including (i) a board of directors comprised of a majority of independent directors; (ii) compensation of the Company’s executive officers being determined by a majority of the independent directors or a compensation committee comprised solely of independent directors; (iii) a compensation committee charter which, among other things, provides the compensation committee with the authority and funding to retain compensation consultants and other advisors; and (iv) director nominees selected, or recommended for the board’s selection, either by a majority of the independent directors or a nominating committee comprised solely of independent directors. If the Company ceases to be a Controlled Company, and its securities are still listed on NASDAQ, it will be required to comply with these requirements by the date its status as a Controlled Company changes or within specified transition periods applicable to certain provisions, as the case may be.Officer.

We have adopted corporate governance guidelines and charters for the audit, compensationAudit, Compensation and nominatingNominating, Corporate Governance and corporate governance committeesSustainability Committees of our board of directorsthe Board intended to satisfy NASDAQ listing standards. We have also adopted a code of business conduct and ethics for our directors, officers and employees intended to satisfy NASDAQ listing standards and the definition of a “code of ethics” set forth in applicable SEC rules. Our corporate governance guidelines, code of business conduct and ethics and committee charters are available on our website atwww.oneatlas.com. under the “Investors” tab. The information on our website is not part of this proxy statement.

Our board of directorsThe Board held fourtwelve meetings during 2019.2021. During 2019,2021, each of our incumbent directors attended at least 75% of the meetings of our board of directors which werethe Board held during the period forin which such incumbent director was a director. None of our incumbent directors served on the audit committeeBoard. During 2021, Mr. Duncan served as the Chair of the Audit Committee of the Board (the “Audit Committee”)

•        discussing with management and the independent registered public accounting firm the results of the annual audit and reviewing the Company’s quarterly financial statements;

•        reviewing the scope and effectiveness of the Company’s internal audit function and internal audit plan;

•        overseeing the Company’s processes relating to risk management and the conduct and systems of internal control over financial reporting and disclosure controls and procedures;

•        approving the retention of the independent registered public accounting firm to perform any proposed permissible non-audit services;

•        monitoring the rotation of partners of the independent registered public accounting firm on the Company’s engagement team in accordance with requirements established by the SEC;

•        being responsible for reviewing the company’sCompany’s financial statements and the Company’s management’s discussion and analysis of financial condition and results of operations to be included in the Company’s annual and quarterly reports to be filed with the SEC; and

•        reviewing the Company’s critical accounting policies and estimates.

Compensation Committee

We have established a compensation committee of our board of directors,the Compensation Committee, which consistsduring 2021 consisted of Messrs. Kadenacy, Lemoine and Reece,Weiss, with Mr.KadenacyMr. Kadenacy serving as the chairChair of the committee. Our boardCompensation Committee until his resignation from the Board effective April 20, 2021. Mr. Weiss was then appointed Chair of directorsthe Compensation Committee and Mr. Duncan was appointed as a member of the Compensation Committee. The Board has determined that each of Messrs. Duncan, Lemoine and Reece meetsWeiss meet the independent director standards under NASDAQ listing standards, including the heightened standards that apply to compensation committee members. The Compensation Committee held noseven meetings during 2019, and none of the current members2021. During 2021, each member of the Compensation Committee servedattended at least 75% of the meetings occurring during such member’s tenure on the committee during 2019.Compensation Committee.

and Messrs. Henley and Weiss, with Mr. Henley serving as the Chair of the Nominating, Corporate Governance and Sustainability Committee. The Nominating, and Corporate Governance and Sustainability Committee was established effective upon the completionheld four meetings in 2021, and each member of the business combination in February 2020.Nominating, Corporate Governance and Sustainability Committee during 2021 attended at least 75% of those meetings during such member’s tenure on the Nominating, Corporate Governance and Sustainability Committee.

The principal functions of the Nominating, and Corporate Governance and Sustainability Committee are detailed in the Nominating, and Corporate Governance and Sustainability Committee charter, which is available on the company’sCompany’s website at www.oneatlas.com, under the “Investors” tab and include, among others:

•        identifying potential qualified nominees for director and nominate candidates for our board of directors; andthe Board;

•        developing the Company’s corporate governance guidelines and additional corporate governance policies.policies; and

•        reviewing and monitoring the Company’s approach to sustainability, including related policies and other disclosures, and overseeing strategy and performance for material environmental and social topics, including climate change and human capital.

The Nominating, and Corporate Governance and Sustainability Committee also develops and recommends to our board of directorsthe Board corporate governance principles and practices and assists in implementing them, including conducting a regular review of our corporate governance principles and practices.

The Nominating, Corporate Governance and Sustainability Committee has not established any minimum qualifications for non-employee director candidates that it recommends for nomination. Subject to the Nomination Agreement discussed elsewhere in this proxy statement, which provides certain of our stockholders with rights to designate director nominees, the Nominating, and Corporate Governance and Sustainability Committee expects to use a variety of methods for identifying and evaluating nominees for director. In recommending director nominees to our board of directorsthe Board apart from those nominees designated pursuant to the Nomination Agreement, the committeeNominating, Corporate Governance and Sustainability Committee will identify and screen director candidates (including incumbent directors for potential re-nomination and candidates recommended by stockholders in accordance with the Company’s policies as set forth in its proxy statement) consistent with criteria approved by our board of directors. Itthe Board.

The Nominating, Corporate Governance and Sustainability Committee may also may engage the services and pay the fees of external counsel and expert advisors, at the Company’s expense, to assist it in identifying potential director nominees or otherwise carrying out its duties and responsibilities. Subject to the Nomination Agreement, the committeeNominating, Corporate Governance and Sustainability Committee will assess the appropriate size of our board of directorsthe Board and whether any vacancies on our board of directorsthe Board are expected due to retirement or otherwise. If vacancies are anticipated, or otherwise arise, and the designation provisions of the Nomination Agreement do not apply, the committeeNominating, Corporate Governance and Sustainability Committee will consider whether and how to fill those vacancies and, if applicable, will consider various potential director candidates. Since the Atlas Business Combination, the Nominating, Corporate Governance and Sustainability has nominated, and the Board has approved, the appointment of two directors to the Board who are not affiliated with our Sponsor or Boxwood Sponsor, thus increasing the number of independent directors on the Board under SEC and NASDAQ rules. Each of Messrs. Duncan, Henley, Ferraioli and Lemoine was appointed to the Board pursuant to the Nomination Agreement.

The Nominating, and Corporate Governance and Sustainability Committee has not adopted specific, minimum qualifications or specific qualities or skills that must be met by a nominating committeeNominating, Corporate Governance and Sustainability Committee-recommended nominee. The committeeNominating, Corporate Governance and Sustainability Committee will seek to ensure that the membership of our board of directorsthe Board and each committee of our board of directorsthe Board satisfies all relevant NASDAQ listing standard requirements and applicable laws and regulations and all requirements of our governance documents. The nature of the specific qualifications, qualities, experience or skills (including international versus domestic background, diversity, age, and legal and regulatory requirements) that the committeeNominating, Corporate Governance and Sustainability Committee may look

The Nominating, and Corporate Governance and Sustainability Committee will also consider director candidates recommended for nomination by our stockholders during such times as they are seeking proposed nominees to stand for election at the next annual meeting. Our stockholders that wish to nominate a director for election to our board of directorsthe Board should follow the procedures set forth in our certificate of incorporation and bylaws.

Code of Business Conduct and Ethics

We have adopted a code of business conduct and ethics that applies to all of our employees, officers and directors, including those officers responsible for financial reporting. The code of business conduct and ethics is available on our website atwww.oneatlas.com., under the “Investors” tab. To the extent required by law, any amendments to the code, or any waivers of its requirements, will be disclosed on our website.

Insider Trading and Policy on Hedging or Pledging of Stock

Our insider trading policy contains stringent restrictions on transactions in Company stock by executive officers, directors and certain other Company personnel. All trades by executive officers and directors must be pre-cleared and may only occur during a quarterly permitted period based on the timing of the release of the Company’s quarterly or annual financial results. Senior personnel of the Company are prohibited from selling any equity security of the Company if such person either (a) does not own the security sold or (b) does not deliver the security against such sale within twenty days thereafter or does not within five days after such sale deposit the security in the mails or other usual channels of transportation. Further, senior personnel of the Company are prohibited from purchasing, selling or engaging in any other transaction involving any derivative securities related to any equity securities of the Company. A “derivative security” includes any option, warrant, convertible security, stock appreciation right or similar security with an exercise or conversion price or other value related to the value of any equity security of the Company.

Board Leadership Structure and Role in Risk Oversight

Brian Ferraioli serves as the Chairman of our board of directorsthe Board and L. Joe Boyer serves as our Chief Executive Officer. We believe that the most effective leadership structure at the present time is to have separate Chairman and Chief Executive Officer positions because this allows our board of directorsthe Board to benefit from having two strong voices bringing separate views and perspectives to meetings. The Board periodically reviews the leadership structure and may make changes in the future.

Our board of directorsThe Board is responsible for overseeing the overall risk management process at our company.of the Company. Risk management is considered a strategic activity within our companythe Company and responsibility for managing risk currently rests with executive management, while our board of directorsthe Board participates in the oversight of the process. The oversight responsibility of our board of directorsthe Board is enabled by management reporting processes designed to provide visibility to our board of directorsthe Board about the identification, assessment and management of critical risks. Those areas of focus include strategic, operational, financial and reporting, compliance and other risks. Our audit committeeThe Audit Committee enhances our board of directors’the Board’s oversight of risk management and discusses with management, the independent auditor and the internal auditor policies with respect to risk assessment and risk management, including significant operating and financial risk exposures and the steps management has taken to monitor, control and report such exposures. Further, ourthe Compensation Committee enhances our board of directors’the Board’s oversight of risk management by considering the impact of the Company’s compensation plans, and the incentives created by the Company’s compensation plans, on the Company’s risk profile.

Stockholder and Interested Party Communications

Prior to the consummation of the business combination, our board of directors did not provide a process for stockholders or other interested parties to send communications to our board of directors or particular members of our board of directors because management believed that it was premature to develop such processes given the limited liquidity of our common stock at the time and our structure as a special purpose acquisition company formed to seek a business combination. Stockholders are invited to communicate to our board of directorsthe Board or its committees by writing to: Atlas Technical Consultants, Inc., Attention: Board of Directors, c/o L. Joe Boyer, Chief Executive Officer and Director, 13215 Bee Cave Parkway, Building B, Suite 230, Austin, Texas 78738. In addition, interested parties may communicate with the Chairman of our board of directorsthe Board or with the non-management and independent directors of the CompanyBoard as a group by writing to: Atlas Technical Consultants, Inc., Attention: Chairman of the Board of Directors, c/o Brian Ferraioli, Chairman of the Board, 13215 Bee Cave Parkway, Building B, Suite 230, Austin, Texas 78738.

Executive Sessions of Non-Management Directors

Our board of directorsThe Board has a practice of holding quarterly executive sessions of the independent directors. In addition, in order to addresscomply with the listing requirements of NASDAQ and promote good governance, our governance guidelines require that the board toBoard hold regular executive sessions in which the non-management directors meet without any members of management present, no less frequently than two times per year,twice annually, and provide that in the event that the non-management directors include directors who are not independent under the listing requirements of NASDAQ,

Committee Oversight and Assessment of Grant Thornton

In connection with the evaluation, appointment and retention of the independent auditorsregistered public accounting firm, each year the Audit Committee reviews and evaluates the qualifications, performance and independence of the independent registered public accounting firm and lead partner, including consideration of input from management. In doing so, the Audit Committee considers various factors including, but not limited to: the quality of services provided; technical expertise and knowledge of the industry and the Company’s business and operations; effective communication; objectivity; independence; and the potential impact of changing the independent registered public accounting firm.

Committee Oversight of Financial Statements

The Audit Committee reviewed and discussed with Company management and Grant Thornton the audited consolidated financial statements of the Company for 2021 and the audit of internal controls over financial reporting. The Audit Committee also discussed with Grant Thornton those matters required to be discussed by the applicable requirements of the PCAOB regardingand SEC concerning the quality of the Company’s accounting principles as applied in our financial statements. In general, these auditing standards require the independent auditors’ communications withregistered public accounting firm to communicate to the Audit Committee certain matters that are incidental to the audit, committee concerning independence,such as any initiation of, or changes to, significant accounting policies, management judgments, accounting estimates and discussedaudit adjustments; disagreements with management; the independent registered public accounting firm’s judgment about the quality of our accounting principles; significant audit risks identified and any changes from planned audit strategy; the use of specialists on the audit team; and issues for which the independent auditors their independence.registered public accounting firm have consulted outside the engagement team.

Based on the review and discussions referred to above, the Audit Committee recommended to our board of directorsthe Board that the audited financial statements be included in the annual reportCompany’s Annual Report on Form 10-K for the fiscal year ended December31, 2019.December 31, 2021.

Compensation Committee Report

As an emerging growth company, the Company is not required to include a Compensation Discussion and Analysis section or the related Compensation Committee Report in this proxy statement. We have elected to comply with these reduced compensation disclosure requirements, as permitted under the Jumpstart our Business Startups Act of 2012, as amended. In addition, during 2019, the Compensation Committee held no meetings and was not needed due to the fact that there were no salaried employees at the Company prior to the business combination.

Compensation Committee Interlocks and Insider Participation

Mr.Kadenacy previously served as our Chief Executive Officer and Chairman of our board of directors prior to the closing of the business combination. At the closing, Mr.Kadenacy was appointed to our board of directors and no longer serves as an officer or employee of the Company. No member of the Compensation Committee serves, or served during the fiscal year ended December31, 2019,December 31, 2021, as a member of the board of directors or Compensation Committeecompensation committee of a company that has one or more executive officers serving as a member of our boardthe Board or Compensation Committee.

PROPOSAL 2. APPROVALRATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

ApprovalRatification of Grant Thornton

We are asking our stockholders to approveratify the selection of Grant Thornton as our independent registered public accounting firm to audit our financial statements for the 2022 fiscal year ending December31, 2020.year. Although approvalratification is not required by our bylawsBylaws or otherwise, our board of directorsthe Board is submitting the selection of Grant Thornton to our stockholders for approvalratification as a matter of good corporate practice. If Grant Thornton is not approved,ratified, the audit committeeAudit Committee will consider whether it is appropriate to select another independent registered public accounting firm. Even if the selection of Grant Thornton is approved,ratified, the Audit Committee in its discretion may select a different independent registered public accounting firm if it determines that such a change would be in the best interests of our companythe Company and ourits stockholders.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTEFOR THE
SELECTION
OF GRANT THORNTON AS OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
FOR THE 2022 FISCAL YEAR ENDING DECEMBER 31, 2020.YEAR.

Audit Fees and Services

The firm of Marcum LLP, or Marcum, acted as Boxwood’s independent registered public accounting firm during the years ended December31, 2018 and 2019. On April17,April 17, 2020, the audit committeeAudit Committee approved the appointment of Grant Thornton to serve as the Company’s independent registered public accounting firm for the fiscal year ending December31,December 31, 2020. Prior to its appointment as the Company’s independent registered public accounting firm and the consummation of the business combination, Grant Thornton served as the independent registered public accounting firm for Atlas Intermediate and ATC Group Partners LLC (“ATC Group”).

During the period from June28, 2017 (inception) to December31, 2019, and the subsequent period from December31, 2019 through Grant Thornton’s appointment, there were no: (i) disagreements with Marcum on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements if not resolved to their satisfaction would have caused them to make reference to the subject matter of the disagreement in connection with its report or (ii) reportable events as defined in Item 304(a)(1)(v) of Regulation S-K. No Marcum report on the Company’s financial statements for or during the years ended December31, 2018 and 2019 contained an adverse opinion or a disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope, or accounting principles.

During the years ended December31, 2018 and 2019, and the subsequent period from December31, 2019 through Grant Thornton’s appointment, the Company did not consult Grant Thornton with respect to either (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company’s financial statements, and no written report or oral advice was provided to the Company by Grant Thornton that Grant Thornton concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement, as that term is described in Item 304(a)(1)(iv) of Regulation S-K under the Exchange Act and the related instructions to Item 304 of Regulation S-K under the Exchange Act, or a reportable event, as that term is described in Item 304(a)(1)(v) of Regulation S-K under the Exchange Act.

We do not expect that representatives of Marcum will be present at the annual meeting, however, if present,these representatives, and representatives of Grant Thornton who we expect will be present at the annual meeting, will have the opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions (which should be submitted in advance of the annual meeting, as discussed above).questions. The following is a summary of fees paid to MarcumGrant Thornton for services rendered.

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

The Company’s current executive officers are as follows:

____________

(1)      For biographical information on Mr. Boyer, see “Proposal 1. Election of Directors — Continuing Directors” beginning on page 13.

David D. Quinn Sr. has served as the Company’s Chief Financial Officer since May 2020. Prior to becoming Chief Financial Officer, Mr. Quinn served as the Company’s Executive Vice President, Corporate Affairs since September 2019. Prior to joining the Company, Mr. Quinn held multiple executive level financial, administrative and operational roles. Mr. Quinn spent much of his early career, nearly 18 years, working within The Shaw Group family of companies, beginning in September 1996 with the OHM Corporation. Mr. Quinn held the role of Vice President of Business Management with The Shaw Group when ultimately acquired by Chicago Bridge and Iron in February 2013. In July of 2013, Mr. Quinn joined Atkins North America where he served in the Chief Financial Officer, Chief Operating Officer and Chief Executive Officer capacities. Mr. Quinn served on the Board of Directors of Atkins North America from 2014 to 2019. Mr. Quinn obtained a B.A. in political science and economics from the University of Massachusetts, an M.B.A. from Norwich University, an executive certificate in management and leadership from the MIT Sloan School of Management, and a leadership certificate from the University of Oxford Saïd Business School.

Kenneth J. Burns, Jr. has served as the Company’s Chief Operating Officer since July 1, 2021. Mr. Burns has more than 33 years of delivery experience that includes business operations, program and project delivery expertise, and strategy and sales for transportation and infrastructure businesses. Prior to joining the Company, Mr. Burns served as Chief Operating Officer for Atkins, NA (“Atkins”) from June 2019 to June 2021 and as DOT Business Unit Director for Atkins from 2016 to June 2019. In overseeing Atkins’ business units, Mr. Burns established a strong operational and financial performance matrix and ensured compliance with safety, quality, commercial and operational protocols. Mr. Burns is a proven leader with extensive management and operational experience delivering for diverse clients including private, local, state, and federal agencies. Before becoming Chief Operating Officer at Atkins, Mr. Burns managed the two largest national business for Atkins spanning the transportation and municipal infrastructure industries. A graduate of the University of Tennessee, he holds a Bachelor of Science degree in civil engineering and is registered in seven states and the territory of Guam.

Walter G. Powell has served as the Company’s Chief Accounting Officer since May 2020. Prior to becoming Chief Accounting Officer, Mr. Powell served as the Company’s Chief Financial Officer since November 2017. Prior to becoming Chief Financial Officer of the Company, Mr. Powell served as an audit partner with Deloitte & Touche LLP for ten years, responsible for audits of public and private companies ranging in size from $20 million in revenue to $40 billion in revenue. Mr. Powell holds a B.S. in accounting from the University of New Orleans. He is a Certified Public Accountant and a member of the American Institute of CPAs.

John A. Mollere has served as the Company’s Chief Administrative Officer since January 2019. Mr. Mollere brings over 25 years of experience and leadership in corporate administration. Prior to joining the Company, Mr. Mollere served most recently as Chief Administrative Officer of ATC Group Services, a leading environmental consulting and engineering firm with locations across the United States which merged with the Company in 2019, from September 2005 to January 2019. There, Mr. Mollere led a diverse team of administrative professionals including legal, risk management, health and safety, procurement, information technology, and marketing communications. Prior to joining ATC Group Services, Mr. Mollere held a leadership position for over a decade in the risk management division of Fortune 500 company, The Shaw Group (now part of McDermott International, Inc.), where he served in multiple management roles from August 1994 to September 2005. Mr. Mollere has a B.S. in Toxicology from Northeast Louisiana University and is a Certified Safety Professional.

Priya Jain has served as the Company’s Chief Growth Officer since February 2021. Prior to joining the Company, Ms. Jain was with Atkins, most recently as a Senior Vice President and the Global Director of Sales since April 2020, and as a Senior Vice President of Business Development and Strategy since May 2015. Prior to Atkins, Ms. Jain was with CH2M Hill for over twenty years serving in various roles, most recently as a Vice President and the Leader for Enterprise Key Client and Pursuit Program from January 2013 to May 2015. Ms. Jain served as a member of the Board of Directors of the Louis F. Jonas Foundation from 2015 to 2019. She has also served as (i) an Advisory Board Member for City College of CUNY since 2017; (ii) a member of the Board of the IBBTA Foundation from 2017 until 2020; (iii) the Founder of Prabhat, a non-profit focused on education of underprivileged children since 2010; and (iv) an Alternate Board Member of the Planning Board of the Township of Parsippany, New Jersey since February 2021. Ms. Jain holds a B.E. in Civil Engineering and an M.S. in Physics from the Birla Institute of Technology and Science as well as an M.S. in Environmental Engineering from SUNY Buffalo.

Jonathan M. Parnell has served as the Company’s Chief Strategy Officer since February 2021. Prior to that, Mr. Parnell was Vice President — Mergers and Acquisitions since February 2020 and Director of M&A and Integration from January 2019 to February 2020. Under both roles, Mr. Parnell led the Company’s Mergers & Acquisitions department. Prior to joining the Company, Mr. Parnell was the Director of Mergers & Acquisitions and Integration with ATC Group Services from April 2018 to January 2019 and Integration Manager for ATC from July 2016 to April 2018. Prior to ATC, he was the Commercial Manager for ARMS Reliability from May 2015 to July 2016. Mr. Parnell holds a B.S. in Business Administration from Louisiana State University and an M.B.A. from the McCombs School of Business at the University of Texas at Austin.

EXECUTIVE OFFICER AND DIRECTOR COMPENSATION

The following disclosure describes the material components of the compensation for Atlas Intermediate’s principal executive officer and its nextthe Company’s three most highly compensated executive officers, who are referred to in this section as “Named Executive Officers,” for the fiscal year ended December31, 2019 (i.e., pre-businesscombination). This section provides information in accordance with the scaled SEC disclosure rules available to2021. The Company is an “emerging growth companies.company” as defined under the Jumpstart Our Business Startups (JOBS) Act. As such, the Company meets the disclosure requirements of Item 402 of Regulation S-K by providing the reduced disclosures required of a “smaller reporting company.”

Named Executive Officers

For the fiscal year ended December31, 2019, Atlas Intermediate had fourDecember 31, 2021, the Company’s Named Executive Officers were as follows:

•        L. Joe Boyer, Chief Executive Officer;

•        Walter Powell,David D. Quinn Sr., Chief Financial Officer;

•        Gary M. Cappa, Chief Operating Officer; and

•        David D. Quinn Sr., Executive Vice President, Corporate Affairs.Jonathan Parnell, Chief Strategy Officer.

The Named Executive Officers and their titles listed in this section are as of the fiscal year ended December31, 2019. Mr.Cappa served as President of Engineering & Testing Services, LLC, currently an indirect wholly owned subsidiary ofDecember 31, 2021. The Named Executive Officers are employed by Atlas Technical Consultants LLC until October1, 2019, and as Chief Operating Officer of(formerly Atlas Technical Consultants Intermediate Holdco LLC), an indirect, wholly-owned subsidiary of Atlas Intermediate Holdings LLC as of October1, 2019. In May of 2020, our Board appointed David D. Quinn Sr. to serve as the Chief Financial Officer of the Company and Walter Powell to serve as Chief Accounting Officer of the Company.(“Atlas Intermediate”).

Summary Compensation Table

The following table presents summary information regarding the total compensation paid to, earned by and awarded to each of our named executive officersthe Named Executive Officers during the fiscal years ended December31, 2019December 31, 2021 and 2018.2020.

____________

(1)      OurThe Named Executive Officers are employed by Atlas Technical Consultants LLC (formerly Atlas Technical Consultants Intermediate Holdco LLC), which is an indirect wholly owned subsidiary of Atlas Technical Consultants Holdings LP (“Atlas Holdings”).Intermediate.

(2)      Reflects performance-based, discretionaryawards under the Company’s annual cash bonuses earnedincentive plan for the 20192021 and 20182020 performance years. In determining bonus amountsAwards relating to the 2021 performance period were based on two performance metrics approved by the Compensation Committee in 2021: (i) Adjusted EBITDA, accounting for 201975% of the target award; and 2018, Atlas relied on its judgment after a comprehensive review(ii) Cashflow, accounting for 25% of company and individual performance, as well as consideration of qualitative and other factors, without being tied to any formulas or pre-established weightings.the target award.

(3)      Reflects aggregate grant date fair value of performance stock options (“PSOs”), computed in accordance with ASC Topic 718. The grant date fair value of PSOs was determined using a Monte Carlo with Geometric Brown Motion simulation, since the awards included a market condition in addition to a service condition. The assumptions used in calculating the grant date fair value of the PSOs are incorporated by reference to Note 10 to the consolidated financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021. These amounts do not necessarily correspond to the actual value that will be realized by our Named Executive Officers.

(4)      Reflects the aggregate grant date fair value of awards of Class A Units of Atlas Holdings. These amounts were determined as of the grant daterestricted stock units (“RSUs”) in 2020 and 2021 and performance stock units (“PSUs”) in 2021, computed in accordance with FASB ASC Topic 718718. The assumptions used in calculating the grant date fair value of the RSUs and have been updatedPSUs are incorporated by reference to correct an errorNote 10 to the consolidated financial statements in the previously disclosed amounts. Please see Note 8Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021. The value of the PSUs reported in the Stock Awards column is based on the probable outcome of the performance conditions (at the award date) in accordance with ASC Topic 718 assuming no forfeitures. For PSUs awarded in 2021, the values assuming the highest level of performance conditions will be achieved are: $2,338,414 for Boyer, $649,608 for Quinn, and $324,834 for Parnell. These amounts do not necessarily correspond to the Consolidated and Combined Financial Statements for the 2019 fiscal year included withactual value that will be realized by our amended Form 8-K, filed with the SEC on March 16, 2020, for more details on the valuation assumptions for these equity awards. A Class A Unit represents an actual equity interest in Atlas Holdings that is designed to gain value only after the underlying assets of Atlas Holdings have reached a certain level of growth and those persons who hold certain other classes of equity in Atlas Holdings have reached a certain return. The Class A Units reported in this table were historically reported as “Stock Awards.” However, despite the fact that the Class A Units do not require the payment of an exerciseNamed Executive Officers.

price, we believe these awards are economically similar to and more analogous to options or stock appreciation rights and, as such, they are properly classified as “options” for purposes of the SEC’s executive compensation disclosure rules under the definition provided in Item 402(m)(5)(i) of Regulation S-K as an instrument with “option-like features.” For more information regarding the Class A Units, please see the “Long Term Incentive Compensation” discussion below.

(4)      Amounts reported in the “All Other Compensation” column include companyCompany contributions to the named executive officers’Named Executive Officers’ 401(k) plan retirement accounts, car allowance amounts, amounts reimbursed through the Company’s medical reimbursement plan and with respect to Mr. Boyer only, employer-paid life insurance premiums, as reflected below.premiums.

(5)      Mr.Quinn commenced employment with Atlas on September 1, 2019 and(6)      Mr. Parnell was appointed Chief Strategy Officer of the Company in February 2021. He was not eligible to receive any Company 401(k) plan contributions or a car allowance during 2019. Inan Named Executive Officer in 2020, Mr. Quinnand thus, no compensation information is eligible to receive Company 401(k) plan contributions and is receiving a car allowance.reported for him in this table for such year.

Narrative Disclosure to Summary Compensation Table

Base Salary

Each named executive officer’sNamed Executive Officer’s base salary is a fixed component of annual compensation for performing specific job duties and functions. Our board of directorsThe Board has established the annual base salary for the Chief Executive Officer and each of the named executive officersNamed Executive Officers at a level necessary to retain the individual’s services, and reviewedservices. For each Named Executive Officer other than the Chief Executive Officer, the Board reviews base salaries on an annual basis in consultation with the Chief Executive Officer with respect to the annual base salary of the other named executive officers.Officer. Subject to provisions of their respective employment agreements, as applicable, the board of directorsBoard has the ability to make adjustments to the base salary rates of the named executive officersNamed Executive Officers upon consideration of any factors that it deems relevant, including but not limited to: (a) any increase or decrease in the executive’s responsibilities, (b) the executive’s job performance and (c) the level of compensation paid to executives of other companies with which we competethe Company competes for executive talent, as estimated based on publicly available information and the experience of members of our board of directorsthe Board and ourthe Chief Executive Officer. In March 2021, the Board determined to provide for base salary rate increases for the Named Executive Officers based on cost of living adjustments, merit and, with respect to Mr. Parnell, to account for the increased responsibilities he has taken on in connection with his promotion to Chief Strategy Officer. The increases were as follows: Mr. Boyer’s base salary rate increased from $550,000 to $600,000, Mr. Quinn’s base salary rate increased from $370,000 to $388,500 and Mr. Parnell’s base salary rate increased from $210,000 to $270,000.

Annual BonusCash Incentive Plan

OurThe Company’s annual bonus awardscash incentive plan bonuses have historically been of a discretionary nature and subject to performance targets established annually by the Compensation Committee. To be eligible to receive their bonus, our boardNamed Executive Officers must generally be employed on the last day of directors.the applicable performance period. For 2019,2021, each named executive officerNamed Executive Officer was eligible to receive a target annual bonus of the following percentage of the executive’s base salary if all performance targets were met or exceeded: 100% for Mr.Boyer,Mr. Boyer, 75% for Mr.Powell, 35%Mr. Quinn, 50% for Mr.Cappa, and 75% for Mr.Quinn.Mr. Parnell.

The amounts of the annual cash incentive plan bonuses for 20192021 were determined and paid in March 2022 following athe Compensation Committee’s year-end review of the applicable performance criteria. The 35% target bonus for Mr.Cappa represents a prorated average of the applicable percentages in effect for different portions of the year as a result of his position change in 2019. The actual bonus amounts paid to each named executive officerNamed Executive Officer for 2019 areservice in 2021 were as follows:

Long Term Incentive Compensation

2021 LTI Awards.    On February 14, 2020, the Board adopted the Atlas Technical Consultants, Inc. 2019 Omnibus Incentive Plan (the “Incentive Plan”) previously approved by the stockholders of the Company at the Company’s special meeting of stockholders held on February 11, 2020, effective upon the consummation of the Atlas Business Combination. The namedCompany began offering long-term incentives to the Named Executive Officers in 2020 through grants of RSUs under the Incentive Plan.

For 2021, each of our Named Executive Officers were eligible to receive a mix of RSUs and PSUs (with Mr. Boyer receiving a mix of 40% and 60%, respectively, and the Messrs. Quinn and Parnell receiving a mix of 50% and 50%, respectively) as part of their long-term incentive awards. The number of RSUs and the target number of PSUs were determined by taking each Named Executive Officer’s 2021 long-term incentive target value and dividing it by the 20-day volume weighted average price (“VWAP”) of the Company’s Class A common stock for each of the 20 trading days prior to the grant date. The resulting number of shares was then used to determine the number of RSUs and target PSUs granted to each Named Executive Officer. Also, in 2021, the Compensation Committee determined to offer each Named Executive Officer a grant of PSOs to further align our executives’ interests with those of the Company’s stockholders. The terms of each form of award are described in more detail below.

2021 Restricted Stock Unit (RSU) Awards.    The Name Executive Officers received an award of RSUs, which vest in equal increments over a three-year period on first three anniversaries of the grant date, subject to the executive’s continued service through each applicable vesting date, in the following amounts: 54,054 for Mr. Boyer, 22,522 for Mr. Quinn and 11,261 for Mr. Parnell. Each RSU represents the right to receive one share of Class A common stock of the Company.

2021 Performance Stock Unit (PSU) Awards.    The Name Executive Officers received an award of PSUs, which vest subject to performance measures over a three-year period, in the following target amounts: 81,081 for Mr. Boyer, 22,523 for Mr. Quinn and 11,262 for Mr. Parnell. The number of shares of class A common stock that will be delivered to the executive officerswill range between 0-200% of the target number of PSUs provided in the executive’s award agreement and will be based on three performance measures over the award’s performance period, each accounting for one-third of the total number of shares (if any) to be delivered following the end of the performance period: (1) Total Shareholder Return (TSR) spread vs. TMI index; (2) Revenue (actual vs. target); and (3) Adjusted EBITDA (actual vs. target). The applicable performance period for each of the Named Executive Officers is January 1, 2021 through December 29, 2023 and the executive must generally be employed on the last daydate of the applicable performance periodsettlement in order to receive paymenttheir award.

Performance Stock Options.    The Named Executive Officers received PSOs in the following amounts: 324,465 PSOs for Mr. Boyer and 102,739 PSOs for each of an annual bonus.Messrs. Quinn and Parnell. These PSOs are subject to both service- and performance-based vesting conditions. Generally, the award will vest in four equal installments, in each case on the later of (i) the award’s second, third, fourth and fifth anniversary or (ii) if the Threshold Stock Price equals or exceeds $20, $25, $30 or $35, respectively; provided, that in each case, the Named Executive Officer must remain in continued service through the applicable vesting date. Any portion of the award that remains unvested or unexercised as of August 18, 2027 shall be forfeited. For purposes of this award, “Threshold Stock Price” means the average closing price per share of the Company’s common stock over any preceding 60 calendar days.

Long Term Incentive CompensationEmployment Agreements

Class A Unit Incentive Plan.    PriorThe Company has entered into employment agreements with each of the Named Executive Officers, the relevant terms of which are summarized below. Capitalized terms appearing in the following descriptions but not defined therein are as defined in the applicable employment agreement. The below summary is qualified in all respects by reference to the consummationunderlying employment agreement.

L. Joe Boyer.    Mr. Boyer is party to an amended and restated employment agreement with Atlas Technical Consultants LLC, effective December 17, 2021 (the “Boyer Agreement”), pursuant to which he serves as Chief Executive Officer of the business combination,Company. The initial term of the Boyer Agreement is three years, with automatic one-year renewals thereafter unless either party provides notice of nonrenewal or otherwise terminates the agreement. Under the terms of the Boyer Agreement, Mr. Boyer initially was entitled to an annual base salary of $550,000 and an annual bonus target opportunity of 100% of his then-current base salary (up to a maximum of 200% of his then-current base salary), with the amount payable to be determined based on financial metrics decided by the Compensation Committee in good faith consultation with Mr. Boyer. Mr. Boyer is also eligible to receive, pursuant to the Incentive Plan, annual equity grants with a target grant date value of no less than 100% of his then-current base salary, subject to such terms and conditions as the Compensation Committee decides. In addition to being eligible to participate in the Company’s employee benefit plans, Mr. Boyer is also eligible to receive a Company-paid life insurance policy and a monthly car allowance of no less than $1,400. Under the Boyer Agreement, Mr. Boyer is subject to certain restrictive covenants, including indefinite confidentiality and non-disparagement provisions and a 24-month post-termination non-competition and non-solicitation provisions.

David D. Quinn, Sr.    Mr. Quinn is party to an amended and restated employment agreement with Atlas Technical Consultants Holdings LP Class A UnitLLC, effective December 17, 2021 (the “Quinn Agreement”), pursuant to which he serves as Chief Financial Officer. The initial term of the Quinn Agreement is three years, with automatic one-year renewals thereafter unless either party provides notice of nonrenewal or otherwise terminates the agreement. Under the terms of the Quinn Agreement, Mr. Quinn initially was eligible for an annual base salary of $370,000, an annual bonus target opportunity of 75% of his then-current base salary and an annual equity grant pursuant to the Incentive Plan. In addition to being eligible for the Company’s employee benefit plans, Mr. Quinn is also eligible for a monthly car allowance of no less than $1,400. Under the Quinn Agreement, Mr. Quinn is subject to certain restrictive covenants, including indefinite confidentiality and non-disparagement provisions and a 12-month post-termination non-competition and non-interference provisions; provided, that upon a termination without Cause, the non-competition covenant shall not apply and upon a termination following a Change in Control, the non-interference covenants shall apply for 24 months instead of 12 months.

Jonathan Parnell.    Mr. Parnell is party to an amended and restated employment agreement with Atlas Technical Consultants LLC, effective as of December 2021 (the “Parnell Agreement”), pursuant to which he serves as Chief Strategy Officer. The initial term of the Parnell Agreement is three years, with automatic one-year renewals thereafter unless either party provides notice of nonrenewal or otherwise terminates the agreement. Under the terms of the Parnell Agreement, Mr. Parnell is eligible for an annual base salary of $270,000. The Parnell Agreement is the same as the Quinn Agreement with respect to Mr. Parnell’s annual bonus target opportunity, annual equity grant pursuant to the Incentive Plan, as amended (the “Class A Equity Plan”), Atlas Holdings establishedeligibility for the ability to grant equity interests in the form of Class A Units of Atlas Holdings (the “Class A Units”). Atlas Holdings reserved 1,644.09 Class A Units for issuanceCompany’s employee benefit plans and monthly car allowance. In addition, under the Class A Equity Plan. The Class A Units were reserved for issuance by Atlas Holdings for incentive purposes at the discretion of the board of managers of the general partner of Atlas Holdings. Class A Units were awarded to Messrs. Boyer and Powell in 2017. The Class A Units were generally scheduled to vest over a four-year period, with 25% of the Class A Units vesting on each of the first four anniversaries of the grant date,Parnell Agreement, Mr. Parnell is subject to the participant not experiencing a termination before the applicable vesting date. The Class A Equity Plan contains provisions for accelerated vesting upon a change of control and upon the participant’s death or permanent disability. Upon termination of employment of the respective holder for cause or without good reason (excluding death or permanent disability), all Class A Units will be automatically cancelled and forfeited without payment. Upon termination of employment of the respective holder without cause, with good reason, or due to death or permanent disability, all unvested Class A Units (after taking into account any accelerated vesting) will be cancelled and forfeited without payment, and any vested Class A Units will be subject to repurchase at the fair market value of such unitssame restrictive covenants as of the date of termination in accordance with the provisions in the Amended and Restated Limited Partnership Agreement of Atlas Technical Consultants Holdings LP, as amended (the “LP Agreement”). In connection with our business combination in 2020, the vesting of all outstanding Class A Units was accelerated and the awards have been converted into shares of Class B common stock.

The Class A Units are intended to be “profits interests” within the meaning of Revenue Procedures 93-27 and 2001-43 and IRS Notice 2005-43, and to provide economic incentives to service providers of Atlas Holdings in order to align their interests with equity holders of Atlas Holdings. The determination of participants and the number and series of Class A Units is within the sole discretion and authority of the board of managers of the general partner of Atlas Holdings. Pursuant to the LP Agreement, the general partner of Atlas Holdings may (i) establish a threshold amount that must be distributed to existing Class A Units before newly issued Class A Units may receive any distributions or (ii) authorize a new series of Class A Units and establish a participation threshold applicable to all Class A Units issued as part of such series. Distributions will be made first to the Common Partners (as defined in the LP Agreement) until those partners have received a full return on their capital contributions plus a specified yield in accordance with the LP Agreement. Once the Common Partners have received those amounts, distributions will then be made to the holders of vested Class A Units (pro rata in proportion to their ownership of the issued and outstanding vested Class A Units) in an amount calculated in accordance with the provisions of the LP Agreement. The remainder will be distributed to the Common Partners pro rata in accordance with their respective Common Percentage Interest (as defined in the LP Agreement).

Class A Unit Awards.    During 2019, Messrs. Boyer, Powell and Cappa each held Class A Units under Class A Unit Award Agreements with Atlas Holdings. These agreements, together with the Class A Equity Plan, provide as follows:

•        Mr.Boyer was granted 100 Class A Units of Atlas Holdings in 2017 and 210 Class A Units of Atlas Holdings in 2019. The units granted in 2017 vest in 25% increments on each of the first four anniversaries of the grant date, provided that Mr.Boyer has not experienced a termination of employment before the applicable vesting date. The units granted in 2019 vest in 25% increments on each of the first four anniversaries

Outstanding Equity Awards at Fiscal Year-End

The following table summarizes, for each of our named executive officers,the Named Executive Officers, the number of Class A Units of Atlas HoldingsPSOs, RSUs, and PSUs in the Company held as of the fiscal year ended December31, 2019.December 31, 2021.

____________

(1)      Represents PSOs granted on August 18, 2021, which will vest as described under “— Long-Term Incentive Compensation” above.

(2)      Represents RSUs granted on May 6, 2021, which vest in equal installments on first three anniversaries of the grant date, subject to the executive’s continued service through each applicable vesting date.

(3)      Represents RSUs granted on May 15, 2020, which vest in equal installments on first three anniversaries of the grant date, subject to the executive’s continued service through each applicable vesting date.

(4)      Represents RSUs granted on December 31, 2020, which vests in full on the second anniversary of the grant date, subject to executive’s continued service through the vesting date.

(5)      Valuations are based on $8.42 per share, which was the last trading price for a share of the Company’s Class A Units of Atlas Holdings.Common Stock on the NASDAQ on December 31, 2021.

(6)      The Class A Unitsamounts reported in this table were previously reported as “Stock Awards.” However, despite the fact that profits interest awards, such as the Class A Units, do not require the payment of an exercise price or have an option expiration date, we believe that these profits interest awards are economically similarcolumn represent PSUs granted to stock options or stock appreciation rights due to the fact that they have no value for tax purposes at the grant dateMessrs. Boyer, Quinn and obtain value only as the price of the underlying security rises above its hurdle amount, and as such, should be reported in this table as an “Option” award as an instrument with “option-like features.” Awards reflected as “Unexercisable” are Class A Units that have not yet vested. Awards reflected as “Exercisable” are Class A Units that have vested, but remain outstanding. In connection with our business combination, these awards became 100% vested and were converted into shares of our Class B common stock, which remains convertible into shares of our Class A common stock,Parnell on May 6, 2021, subject to certain conditions and restrictions.

(2)      Mr.Boyer’s 210 Class A Units of Atlas Holdings granted in 2019 were subject to time- and performance-based vesting conditionsover the three-year period beginning on January 1, 2021 and were scheduled to vest as follows: 52.5 units on each of April 8, 2020, April 8, 2021, April 8, 2022, and April 8, 2023 provided that 50 of the units would have been forfeited if, upon a change of control of Atlas Holdings, a certain EBITDA threshold was not achieved. As noted above, all of the Class A Units became vested in connection with our business combination.

(3)      Mr.Boyer’s 100 Class A Units of Atlas Holdings granted in 2017 were subject to time-based vesting conditions; 50% were vested and the remaining 50% were scheduled to vest as follows: 25 units on October 23, 2020 and 25 units on October 23, 2021. As noted above, all of the Class A Units became vested in connection with our business combination.

(4)      Mr.Powell’s 100 Class A Units of Atlas Holdings granted in 2019 were subject to time-based vesting conditions and were scheduled to vest as follows: 25 units on each of April 8, 2020, April 8, 2021, April 8, 2022, and April 8, 2023. As noted above, all of the Class A Units became vested in connection with our business combination.

(5)      Mr.Powell’s 45 Class A Units of Atlas Holdings granted in 2017 were subject to time-based vesting conditions; 50% were vested and the remaining 50% were scheduled to vest as follows: 11.25 unitsending on December 18, 2020 and 11.25 units29, 2023. We have reported the number of shares that would be earned assuming the award was earned based on December 18, 2021. As noted above, all of the Class A Units became vested in connection with our business combination.

(6)      Mr.Cappa’s 10 Class A Units of Atlas Holdings granted in 2017 were subject to time-based vesting conditions: 50% were vested and the remaining 50% were scheduled to vest as follows: 2.5 units on November 16, 2020 and 2.5 units on November 16, 2021. As noted above, all of the Class A Units became vested in connection with our business combination.achieving threshold performance goals.

Employment Agreements and Potential Payments Upon Termination or Change in Control

Atlas has entered into employment agreementsEach Named Executive Officer is eligible for certain payments and benefits at, following, or in connection with eachthe resignation, severance, retirement or other termination of our named executive officers.the Named Executive Officer or a change in control of the Company. These benefits are in addition to benefits generally available to salaried employees. The Company does not provide any of its executives with change in control excise tax gross-ups.

L. Joe Boyer.    BoyerOn August12, 2019, Boxwood entered into an employment agreement with Mr.Boyer (the “New Boyer Agreement”), which replaced his previous employment agreement (the “Prior Boyer Agreement”) with Atlas Technical Consultants LLC dated as of October23, 2017, pursuant to which he became Chief Executive Officer of the Company, effective as of the consummation of the business combination. The New Boyer Agreement supersedes the Prior Boyer Agreement. The initial term of the New Boyer Agreement is three years, with automatic one-year renewals thereafter..    Under the terms of the agreement, Mr.Boyer is (i) entitled to an annualized base salary of $550,000; (ii) eligible to receive an annual bonus with a target opportunity of 100% of his then-current base salary and a maximum of 200% of his then-current base salary, with the amount payable to be determined based on financial metrics to be decided by the Compensation Committee in good faith consultation with Mr.Boyer; (iii) eligible to receive, pursuant to the Incentive Plan, annual equity grants with a target grant date value of no less than 100% of his then-current base salary, in an amount and pursuant to such terms and conditions as the Compensation Committee

If Mr.Boyer’s employment is terminated withinMr. Boyer incurs an Involuntary Termination in the 90-day period beforeprior to, or the during the two-year period afterfollowing, a change in control, he will be entitled to receive (i) a lump sum payment equal to 250% of his(a) 2.5x then-current base salary; (ii) a lump sum payment equal to 150% of(b) 1.5x target bonus; (iii)and (c) a pro-rata-rated bonus calculated based on actual performance (determined as if Mr.Boyer had remained employed through the remainder of the applicableend of the performance period; (iv)period); (ii) accelerated vesting of all outstanding equity awards (with any unvested performance-based awards deemed achieved based onvesting at the greater of (x) the target or (y) actual performance)performance (determined as of the change in control date); and (iii) solely in the case of an Involuntary Termination by the Company without cause or by Mr. Boyer for good reason, (v) continuation of health benefits at the Company’s expense for up to 30months.30 months. All severance benefits under the New Boyer Agreement are contingent on Mr.BoyerMr. Boyer signing and not revoking a release of claims andas well as his compliance with theall other terms of the New Boyer Agreement.

Mr.BoyerIn addition to the equity vesting provisions set forth in the Boyer Agreement, Mr. Boyer’s PSO agreement provides that (i) upon an Involuntary Termination, PSOs that have attained the performance-vesting condition will vest regardless of whether their service-vesting condition has also agreed to certain confidentiality, nonlapsed, (ii) upon a change in control, all performance-competition, non-solicitation-vested PSOs must be exchanged for cash or substituted or replaced by the Company’s acquirer and non-disparagement covenants under(iii) if upon a change in control the NewPSOs are substituted and replaced and Mr. Boyer Agreement. The confidentiality covenants apply duringincurs an Involuntary Termination in the term of the agreement and at all times thereafter. The non-competition and non-solicitation covenants apply during the term of the agreement and for two years following the officer’s termination of employment. The nonthereafter, any remaining service-disparagement-vesting covenant is mutual and applies at all times during employment and thereafter. In the event of Mr.Boyer’s breach of a restrictive covenant during his employment with us, Mr.Boyer could be terminated for cause (provided that the breach constituted a material violation of the employment agreement). The employment agreements do not prohibit us from waiving a breach of a restrictive covenant.conditions shall lapse.

Walter Powell.    David D. Quinn, Sr.On February25, 2019, we entered into an employment agreement with Walter Powell to serve as our Chief Financial Officer.    Under the agreement, Mr.Powell’s base salary was initially set at $320,000 (with potential adjustments to be approved by the board of managers of Holdco GP). Mr.Powell was eligible under the agreement to (i) earn a discretionary annual bonus, in an amount up to 75% of his base salary, (ii) received discretionary grants of incentive equity interests in Atlas Holdings, (iii) participated in applicable benefit plans and other benefits provided generally to similarly situated employees and (iv) received reimbursement for reasonable business expenses.

Under his employment agreement,Quinn Agreement, if Mr.Powell’s employment was terminated by Atlas Technical Consultants LLC without cause or by Mr.Powell for good reason, he will be entitled to receive, subject to his execution and non-revocation of a release of claims, (i) his annual bonus, to the extent earned, pro-rated for any fractional years, (ii) a severance payment equal to 50% of his then-applicable base salary, payable in ratable installments over the six months following his termination and (iii) continuation of health benefits at the same cost applicable to active employees of the Company for the six months following his termination. Upon his death or permanent disability, Mr.Powell will be entitled to receive (i) his annual bonus, to the extent earned, pro-rated for any fractional years and (ii) a severance payment equal to 50% of his then-applicable base salary, payable in ratable installments over the six months following his termination.

Effective as of May11, 2020, the Company entered into an amended and restated employment agreement with Mr.Powell in his capacity as Chief Accounting Officer (the “Powell Employment Agreement”). The term of Mr.Powell’s employment under the Powell Employment Agreement commenced on May11, 2020 and continues until May11, 2023 unless otherwise terminated. After the initial three-year term, the term of Mr.Powell’s employment is automatically extended for subsequent one-year periods unless either party provides written notice of non-renewal at least 60 days prior to the expiration of the then-current initial term or renewal term.

Under the terms of the Powell Employment Agreement, Mr.Powell (i) receives an annualized base salary of $330,000; (ii) is eligible to receive an annual bonus with a target opportunity of 50% of the then-current base salary, with the actual amount to be determined based on financial metrics to be decided by the Board; (iii) is eligible to receive annual equity grants pursuant to the Company’s long term incentive plan; and (iv) is entitled to a monthly car allowance of $1,400.

The following table shows the total compensation paid to the Company’s non-employee directors during the fiscal year ended December 31, 2021.

____________

(1)      Reflects the aggregate grant date fair value of RSUs computed in accordance with FASB ASC Topic 718. Messrs. Duncan, Lemoine and Weiss each had 11,261 outstanding RSUs, and Mr. Ferraioli had 20,270 outstanding RSUs as of December 31, 2021.

(2)      Each of Messrs. Duncan and Kadenacy received $10,000 of additional cash compensation for their responsibilities as Chair of the Audit Committee and the Compensation Committee, respectively.

(3)      Mr. Jenkins resigned from the Board effective on April 20, 2021. In addition, Messrs. Henley and Jenkins were ineligible to receive any director compensation in 2021, pursuant to the internal policies of Bernhard Capital Partners,Partners.

(4)      Mr. Kadenacy resigned from the boardBoard effective April 20, 2021, at which time his unvested, outstanding RSUs were forfeited. Mr. Temple was appointed to the Board in April 2021 and his director fees were prorated to reflect his partial calendar Board service in 2021. Mr. Temple furthermore did not receive any award of directors has approvedRSUs in 2021.

(5)      Due to a familial relationship with a Senior Advisor to the President of the United States which prevents her from receiving equity compensation, programMs. Richmond receives solely cash compensation for 2020, which generally consists of a combination of restricted stock unitsher service on the Board.

(6)      Messrs. Ferraioli, Lemoine and cash awards (with the exception of Joseph E. Reece, who received the same level of compensation, butWeiss each elected to receive his entire compensationtheir fourth quarter cash fees for their Board service in unrestricted shares of the form of restrictedCompany’s Class A common stock units).as follows: (i) 3,672 shares for Mr. Ferraioli, (ii) 1,989 shares for Mr. Lemoine, and (iii) 1,989 shares for Mr. Weiss. Since director fees are paid in arrears, the shares were delivered on January 18, 2022.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information known to us regarding the beneficial ownership of the Company’s voting common stock as of May22, 2020April 14, 2022 by:

•        each person known to be the beneficial owner of more than 5% of our outstanding common stock;

•        each of our executive officers and directors; and

•        all executive officers and directors as a group.

Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them.

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days.

The table below represents beneficial ownership of our voting common stock, comprised of Class A common stock and Class B common stock. The beneficial ownership of our voting common stock is based on 29,741,710shares38,449,785 shares of common stock outstanding and entitled to vote, consisting of which 5,767,342shares are35,115,892 shares of Class A common stock and 23,974,368shares are3,333,893 shares of Class B common stock.

____________

*        Less than 1%.

(1)      Unless otherwise noted, the business address of each of the stockholders listed is 13215 Bee Cave Parkway, Building B, Suite 230, Austin, Texas 78738.

(2)      Excludes 107,066shares of Class A common stock underlying unvested restricted stock units (“RSUs”), granted on May 15, 2020.

(3)      Excludes 26,766shares of Class A common stock underlying unvested RSUs, granted on May 15, 2020.

(4)      Excludes 32,199shares of Class A common stock underlying unvested RSUs, granted on May 15, 2020.

(5)      Excludes 21,413shares of Class A common stock underlying unvested RSUs, granted on May 15, 2020.

(6)      Excludes 5,353shares of Class A common stock underlying unvested RSUs, granted on May 15, 2020.

(6)      Based on the Schedule 13D13D/A filed with the Securities and Exchange Commission on February 24, 2020.9, 2021. Comprised solely of 8,971,339 shares of Class A common stock held by AS&M SPV, LLC (“AS&M SPV”) and 7,911,905 shares of Class B common stock. Bernhard Capital Partners’ interest isstock held through Atlas Technical Consultants Holdings LP andby Arrow Environmental SPV, LLC (“Arrow SPV”), all of which are owned indirectly by the BCP Energy Services Funds.Funds (as defined below). Each of AS&M SPV and Arrow SPV is a limited partner of AS&M Holdings LP (“AS&M Holdings”). The general partner of Atlas Technical ConsultantsAS&M Holding is AS&M Holdings LP is AtlasGP LLC (formerly known as “Atlas Technical Consultants Holdings GP LLC,LLC”), which is indirectly wholly owned by BCP Energy Services Fund, LP, BCP Energy Services Fund-A, LP and BCP Energy Services Executive Fund, LP (collectively, the “BCP Energy Services Funds”). The general partner of all three BCP Energy Services Funds is BCP Energy Services Fund GP, LP. The general partner of BCP Energy Services Fund GP, LP is BCP Energy Services Fund UGP, LLC. BCP Energy Services Fund UGP, LLC is managed by J. M. Bernhard, Jr. and Jeff Jenkins. Each of the BCP entities and Messrs. Bernhard and Jenkins may be deemed to beneficially own such shares directly or indirectly controlled, but each disclaims beneficial ownership of such shares in excess of its or their pecuniary interest therein. The address of each of the BCP entities and Messrs. Bernhard and Jenkins is 400 Convention Street, Suite 1010, Baton Rouge, Louisiana 70802.

(13)    Based on(7)      Comprised of 1,336,983 shares of Class B common stock held directly by Engineering & Testing Services Holdings Corporation (“ETSHC”), 512,085 shares of Class B common stock held directly by Engineering Services Holdings Corporation (“ESHC”) and 135,912 shares of Class B common stock held directly by CEL Consulting Holdings Corporation (“CELCHC,” and together with ETSHC and ESHC, the Schedule 13D filed with“Engineering & Testing Services Group”). The Engineering & Testing Services Group entities are managed by Gary Cappa. Each of the SecuritiesEngineering & Testing Services Group entities may be deemed to beneficially own such shares directly or indirectly controlled thereby, but each disclaims beneficial ownership of such shares in excess of its pecuniary interest therein. Mr. Cappa may be deemed to beneficially own such shares directly or indirectly controlled thereby, but disclaims such beneficial ownership except to the extent of his pecuniary interest therein. The principal business address of ETSHC and Exchange Commission on February 24, 2020.CELCHC is 2001 Crow Canyon Road, Suite 200, San Ramon, California 94583 and the principal business address of ESHC is 2791 S. Victory View Way, Boise, Idaho 83709.

(8)      Comprised of 2,200,000 shares of Class A common stock. GSO Capital Opportunities Fund III LP (the “GSO Entity”) directly holds the reported shares shown above. GSO Capital Opportunities Associates III LLC is the general partner of GSO Capital Opportunities Fund III LP. GSO Holdings I L.L.C. is the managing member of GSO Capital Opportunities Associates III LLC. Blackstone Holdings II L.P. is the managing member of GSO Holdings I L.L.C. with respect to securities beneficially owned by the GSO Entity. Blackstone Holdings I/II GP L.L.C. is the general partner of each of Blackstone Holdings I L.P. and Blackstone Holdings II L.P. The Blackstone Group Inc. is the sole member of Blackstone Holdings I/II GP L.L.C. Blackstone Group Management L.L.C. is the sole holder of the Class C common stock of The Blackstone Group Inc. Blackstone Group Management L.L.C. is wholly owned by Blackstone’s senior managing directors and controlled by its founder, Stephen A. Schwarzman. Each of the foregoing entities and individuals disclaims beneficial ownership of the securities held directly by the GSO Entity (other than the GSO Entity to the extent of its direct holdings). The principal business address of this stockholder is c/o GSO Capital Partners LP, 345 Park Avenue, 31st Floor, New York, New York 10154.

(14)    Based on the Schedule 13D filed with the Securities and Exchange Commission on March 3, 2020. Boxwood Sponsor LLC is jointly owned and managed by MIHI Boxwood Sponsor, LLC, which is controlled by MIHI LLC, and Boxwood Management Company, LLC. MIHI LLC and Boxwood Management Company, LLC have shared voting and dispositive power with respect to the shares held by Boxwood Sponsor LLC and, as such, may be deemed to beneficially own the shares held by Boxwood Sponsor LLC. Each of MIHI LLC and Boxwood Management Company, LLC disclaim such beneficial ownership except to the extent of their respective pecuniary interests therein.

(15)    Based on the Schedule 13D filed with the Securities and Exchange Commission on February 3, 2020. Comprised of 2,425,000 shares of Class A common stock and 3,750,000 shares of Class A common stock underlying private placement warrants. MIHI LLC owns a majority interest in, and is the sole manager of, MIHI Boxwood Sponsor, LLC. As such, MIHI LLC may be deemed to beneficially own the shares held by our Sponsor. MIHI LLC is a member managed LLC. MIHI LLC is indirectly controlled by Macquarie Group Limited, a publicly listed company in Australia. Shemara Wikramanayake is the chief executive officer of Macquarie Group Limited and in such position has voting and dispositive power with respect to securities held by MIHI Boxwood Sponsor, LLC. By virtue of the relationships described in this footnote, Macquarie Group Limited and Ms. Wikramanayake may be deemed to share beneficial ownership of all shares held by MIHI Boxwood Sponsor, LLC. Each of Macquarie Group Limited and Ms. Wikramanayake expressly disclaims any such beneficial ownership, except to the extent of their individual pecuniary interests therein. The address of each of MIHI LLC and MIHI Boxwood Sponsor, LLC is c/o Macquarie Capital (USA) Inc., 125 West 55th Street, L-22, New York, NY 10019-5369.

(16)    Mr.Kadenacy owns a majority interest in, and is the sole manager of, Boxwood Management Company, LLC. As such, he may be deemed to beneficially own the shares held by Boxwood Management Company, LLC or Boxwood Sponsor LLC. Mr.Kadenacy disclaims such beneficial ownership except to the extent of his pecuniary interest therein.

CERTAIN RELATIONSHIPS AND RELATED PERSONTRANSACTIONSPERSON TRANSACTIONS

Founder Shares

In June 2017, we issued an aggregate of 100shares to Boxwood LLC for an aggregate purchase price of $25,000. We received payment for the shares in September 2018. On November14, 2018, we effected a recapitalization pursuant to which each share of the company’s outstanding common stock was converted into 71,875shares of Class F common stock. As a result of the recapitalization, the initial stockholders collectively held an aggregate of 7,187,500shares of Class F common stock. On November15, 2018, Boxwood LLC contributed back to us, for no consideration, 1,437,500 founder shares. As a result, the initial stockholders held 5,750,000 founder shares, of which an aggregate of up to 750,000shares were subject to forfeiture to the extent that the underwriters’ option to purchase additional units was not exercised in full or in part, so that the initial stockholders would own 20% of our issued and outstanding shares after the initial public offering (not including the shares of Class A common stock underlying the private placement units and assuming the initial stockholders did not purchase any public shares in the initial public offering). The underwriters’ election to exercise their over-allotment option expired unexercised in January4, 2019 and, as a result, 750,000 founder shares were forfeited, resulting in 5,000,000 founder shares outstanding as of January4, 2019. As of November7, 2019, 5,000,000shares of Class F common stock were issued and outstanding.

The initial stockholders agreed not to transfer, assign or sell any of the founder shares (except to certain permitted transferees) until the earlier of one year after the completion of a business combination, or earlier if, subsequent to a business combination, (i) the last reported closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a business combination, or (ii) the date on which we complete a liquidation, merger, stock exchange or other similar transaction which results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property, subject to certain limited exceptions.

Following the completion of the business combination,Atlas Business Combination, the Continuing MembersSeller and its limited partners (the “Continuing Members”) owned an aggregate of 23,974,368 Holdings Units redeemable on a one-for-one basis for shares of Class A common stock. Upon the redemption by any Continuing Member of Holdings Units for shares of Class A common stock, a corresponding number of shares of our Class B common stock held by such Continuing Member will be cancelled. Prior to the Atlas Business Combination, the initial stockholders held all 5,000,000 shares of the Company’s issued and outstanding Class F common stock. Following the conversion of each outstanding share of our Class F common stock to one share of Class A common stock in connection with the Atlas Business Combination, Boxwood LLC owned an aggregate 2,225,000shares2,225,000 shares of Class A common stock and 3,750,000 private placement warrants.

Promissory Note

On August22, 2018, we issued a promissory note toPrivate Placement Warrants. See “Tender Offer and Warrant Exchange” below regarding the sponsor (the “Promissory Note”), pursuant to which we borrowed an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing, unsecured and due on the earlier of May30, 2019 or the completionexchange of the initial public offering. The Promissory Note was repaid uponPrivate Placement Warrants for the consummation ofCompany’s Class A common stock.

Tender Offer and Warrant Exchange

Public Warrants

In November 2018, the Company consummated its initial public offering on November20, 2018.

Private Placement Securities

Simultaneously with the closing of the initial public offering, Boxwood LLC purchased an aggregate of 250,000 private placement units, at $10.00 per private placement unit ($2,500,000 in the aggregate) and 3,500,000 private placement warrants at $1.00 per private placement warrant ($3,500,000 in the aggregate). Each private placement unit consistseach consisting of one share of Class A common stock and one private placement warrant.Public Warrant. At the commencement of the Atlas Business Combination, there were 20,000,000 Public Warrants outstanding. Each private placement warrant is exercisablePublic Warrant entitled the holder to purchase one share of Class A common stock at an exercisea price of $11.50 per share. The proceeds fromPublic Warrants were set to expire five years after the private placement unitsclosing of the Atlas Business Combination or earlier upon redemption or liquidation.

In October 2020, the Company offered each holder of its outstanding warrants, including the Public Warrants and private placementthe Private Placement Warrants the opportunity to exchange their warrants were addedfor shares of the Company’s Class A common stock, par value $0.0001 per share. Each holder was set to receive 0.1665 or 0.185 shares of Class A common stock in exchange for each outstanding warrant tendered by the holder and exchanged pursuant to the proceeds fromterms of the IPOoffer. The redemption rate was dependent upon whether the warrant holder tendered their warrants prior to the offer deadline. Warrant holders who tendered their warrants for exchange prior to the expiration of the tender offer period received the 0.185 conversion rate, and any warrant holders who did not tender their warrants by the appropriate deadline received the 0.1665 conversion rate. The Company concluded the offer in November 2020 and all Warrants were converted to Class A common stock by December 31, 2020.

Private Placement Warrants

Upon closing of the Boxwood initial public offering, Boxwood Sponsor purchased an aggregate of 3,750,000 Private Placement Warrants. Each Private Placement Warrant was exercisable for one share of Class A common stock at a price of $11.50. The Private Placement Warrants were identical to the Public Warrants discussed above, except (i) they would not be redeemable by the Company so long as they were held inby Boxwood Sponsor and (ii) they were not exercisable by the trust account.holders on a cashless basis.

In connection with the October 2020 offer to the warrant holders to exchange their warrants for the Company’s Class A common stock, Boxwood Sponsor opted to fully exchange their Private Placement Warrants for Class A common stock. As of December 31, 2020, there were no remaining Private Placement Warrants issued or outstanding.

Continuing Members Registration Rights Agreement

On February14,February 14, 2020, in connection with the consummation of the business combination,Atlas Business Combination, the companyCompany entered into a registration rights agreement (the “Continuing Members RRA”) with the Continuing Members. Under the Continuing Members RRA, the companyCompany will have certain obligations to register for resale under the Securities Act all or any portion of the shares of the Class A common stock that the Continuing Members hold as of the date of the Continuing Members RRA and that they may acquire thereafter, including upon the exchange or redemption of any other security therefor (collectively, the “Continuing Member Registrable Securities”).

The company is required to, within 30 days of the consummation of the business combination, file a registration statement registering the resale ofUnder the Continuing Member Registrable Securities. Additionally,Members RRA, Atlas Technical Consultants SPV, LLC and Arrow Environmental SPV LLC (together, “BCP”) may demand an unlimited number of underwritten offerings for all or part of the Continuing Member Registrable Securities held by BCP and the other Continuing Members under the Continuing Member RRA.Members.

Holders of the Continuing Member Registrable Securities have certain “piggy-back” registration rights with respect to registration statements. The companyCompany will bear the expenses incurred in connection with the preparation and filing of any such registration statements.

Restrictive Covenant Agreement

In connection with the consummation of the business combination,Atlas Business Combination, Holdings and BCP entered into a restrictive covenant agreement (the “Restrictive Covenant Agreement”) pursuant to which the BCP parties agreed not to (i) for a period of two years, induce or attempt to induce any of the executives named therein or any other executive officer of Atlas Intermediate to leave the employ of Atlas Intermediate, (ii) for a period of two years, hire any executive who was employed by Atlas Intermediate at any time during the 12month12 month period prior to the consummation of the business combination,Atlas Business Combination, (iii) for a period of two years, induce or attempt to induce any person that is a customer, supplier or material business relation of Atlas Intermediate to cease doing business with Atlas Intermediate, (iv) make certain types of disparaging or false statements and (v) disclose certain confidential information, subject to the terms and conditions therein.

GSO Registration Rights Agreement

In connection with the consummation of the business combination,Atlas Business Combination, the Company entered into a registration rights agreement (the “GSO RRA”) with GSO Capital Opportunities Fund III LP and the other holders party thereto (together, “GSO”). Under the GSO RRA, we have certain obligations to register for resale under the Securities Act all or any portion of the shares of the Class A common stock that the Continuing Members hold as of the date of the GSO RRA and that they may acquire thereafter, including upon the exchange or redemption of any other security therefor (collectively, the “GSO Registrable Securities”).

We are required to file a registration statement registering the resale of the GSO Registrable Securities. Additionally, GSO may demand up to two underwritten offerings for all or part of the GSO Registrable Securities held by GSO under the GSO RRA.

Holders of the GSO Registrable Securities have certain “piggy-back” registration rights with respect to registration statements and rights to require us to register for resale the GSO Registrable Securities pursuant to Rule 415 under the Securities Act. WeThe Company will bear the expenses incurred in connection with the preparation and filing of any such registration statements.

The GSO RRA does not contemplate the payment of penalties or liquidated damages to GSO as a result of a failure to register, or delays with respect to the registration of, the GSO Registrable Securities.

GSO Subscription Agreement and Preferred Units

In connection with the consummation of the business combination,Atlas Business Combination, and the previously disclosed Commitment Letter, dated as of January23,January 23, 2020 (the “Commitment Letter”), Holdings and GSO COF III AIV-2AIV- 2 LP (“GSO AIV-2”) entered into a subscription agreement, dated February14,February 14, 2020 (the “Subscription Agreement”), pursuant to which, GSO AIV-2 purchased 145,000 units of a new class of Series A Senior Preferred Units of Holdings (the “Preferred Units”) at a price per Preferred Unit of $978.21 for an aggregate cash purchase price of $141,840,000, which representsrepresented a 2.179% original issue discount on the Preferred Units (such purchase, the “GSO Placement”).

The holders of the Preferred Units havehad negative control rights over certain aspects of the business and affairs of Holdings and its subsidiaries. Under the Holdings LLC Agreement, the prior written consent of GSO AIV-2, as the holder of Preferred Units constituting at least a majority of the outstanding Preferred Units in the aggregate, iswas required before Holdings or its subsidiaries arewere permitted to, among other things, incur additional indebtedness in excess of a specified leverage ratio, dispose of assets, transact with affiliates, make certain dividend payments, or make changes to Holdings’ organizational documents in a manner adverse to our stockholders, in each case, subject to the exceptions and limitations described therein.

The GSO Placement was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act, and/or Regulation D promulgated thereunder.

On February 25, 2021 (the “Redemption Date”), the Company, in its capacity as the managing member of Holdings, entered into Amendment No. 1 to the Amended and Restated Limited Liability Company Agreement of Holdings (the “Holdings A&R LLC Agreement”) to allow Holdings, at the direction of the Board, to redeem all of the Series A Senior Preferred Units of Holdings (the “Preferred Units”) at any time using the proceeds from the refinancing of the 2020 Credit Agreement (as defined below).

On the Redemption Date, following the execution of Amendment No. 1 to the Holdings A&R LLC Agreement, Holdings elected to redeem all of the 145,000 Preferred Units then outstanding and held by GSO COF III AIV-2 LP for $1,084.96 per Preferred Unit for a total redemption price of $157,371,024.84 (the “Redemption”). Following the Redemption, (i) the Preferred Units are no longer deemed outstanding, (ii) all dividends on the Preferred Units ceased to accrue, and (iii) all rights of the holders thereof as holders of Preferred Units ceased and terminated, except for the right to receive payment under the Redemption.

Support Letter

Instead of purchasing shares of the Company’s Class A common stock par value $0.0001 per share (“Class A common stock”) directly from the Company, as had previously been contemplated by the Commitment Letter, in connection with the consummation of the business combination,Atlas Business Combination, GSO Capital Opportunities Fund III LP (the “GSO Entity”) purchased 1,000,000shares1,000,000 shares of Class A common stock from an intermediary who had purchased shares from an existing stockholder (the “Market Purchase”). To induce GSO Entity to make the Market Purchase, the Company entered into a support agreement (the “Support Agreement”) with GSO Entity pursuant to which the Company agreed, among other things, (i) to sell to GSO Entity 1,000,000shares1,000,000 shares of Class A common stock if the Market Purchase was not consummated in satisfaction of GSO Entity’s obligations under the Commitment Letter, (ii) to increase the original issue discount on the Preferred Units from 2% to 2.179% and (iii) to provide certain indemnification rights in connection with the Market Purchase.

Financial Advisor Engagement

In connection with the business combination,Atlas Business Combination, we engaged Macquarie Capital (USA) Inc. (“Macquarie Capital”), an affiliate of Boxwood LLC, to act as our financial advisor. At the consummation of the business combination,Atlas Business Combination, we paid Macquarie Capital a $4million$4 million fee, comprised of $2million$2 million in cash and 200,000shares200,000 shares of newly issued Class A common stock valued at $10 per share.

Underwriting Fees

Macquarie Capital also served as one of the representatives of the underwriters of our initial public offering. In connection with the initial public offering, Macquarie Capital received a portion of the $4million$4 million in upfront underwriting discounts and was be paid a portion of the $7million$7 million of deferred underwriting fees at the consummation of the business combination.Atlas Business Combination.

Nomination Agreement

In connection with the consummation of the business combination,Atlas Business Combination, the Company entered into the nomination agreement (the “Nomination Agreement”), which provides our Sponsor (through the Seller) the right to designate a certain number of individuals for nomination by our board of directorsthe Board to be elected by the Company’s stockholders based on the percentage of the voting power of the outstanding Class A common stock and Class B common stock beneficially owned by theour Sponsor and its affiliates, in the aggregate, as follows: (i) for so long as theour Sponsor beneficially owns at least 50% of the aggregate voting power of the company, theCompany, our Sponsor will have the right to nominate at least a majority of all directors of the board of directors;Board; (ii) for so long as theour Sponsor beneficially owns less than 50% and equal to or greater than 35% of the aggregate voting power of the Company, theour Sponsor will have the right to designate three directors (and the size of the boardBoard will be fixed at eight directors); (iii) for so long as theour Sponsor beneficially owns less than 35% and equal to or greater than 15% of the aggregate voting power of the Company, theour Sponsor will have the right to designate two directors (and the size of the boardBoard will be fixed at seven directors); and (iv) for so long as theour Sponsor beneficially owns less than 15% and equal to or greater than 5% of the aggregate voting power of the Company, theour Sponsor will have the right to designate one director.

Under the Nomination Agreement, once our Sponsor’s beneficial ownership of the aggregate voting power of the Company falls below one of the percentage thresholds set forth above, such that our Sponsor is entitled to nominate a lesser number of directors, our Sponsor must identify such excess directors than the number of Directors serving on the Board at such time that were BCP Nominees, BCP shall identify such excess director(s) who are BCP Directors (as defined in the Nomination Agreement) and who shall be required to immediately offer their resignation from the Board for consideration by the independent (as such independence is defined in the Nomination Agreement, the “Nomination Independent Directors”) directors of the Board for their consideration. The Nomination Independent Directors must then consider such offers of resignation and determine whether to accept or reject any or all of them. As previously discussed, our Sponsor’s beneficial ownership of the Company’s aggregate voting power dropped below 50% in February 2021 as a result of the Distribution. Following the Distribution and pursuant to the terms of the Nomination Agreement, two directors identified by our Sponsor offered their resignations to the Nomination Independent Directors. The Nomination Independent Directors held a special meeting to consider the offers of resignation and ultimately rejected both of such offers. As a result, the Board remains at its current size, and the vacancy created by Mr. Jenkins’ later resignation (which was not pursuant to the Nomination Agreement) remains open. Each time our Sponsor’s ownership drops below one of the percentage thresholds discussed in the paragraph above, our Sponsor must follow the previously described procedure with respect to identification of directors to offer resignations to the Nomination Independent Directors for their consideration.

The Nomination Agreement also provides that the members of the management team of Atlas Intermediate shallwould not transfer shares of common stock or warrants to purchase shares of common stock beneficially owned or otherwise held by them prior to the termination of a lock-up period. The lock-up period under the Nomination Agreement expired on August 14, 2020.

Lock-Up Agreement

On February14,February 14, 2020, in connection with the consummation of the business combination,Atlas Business Combination, the Company and Boxwood LLC entered into a lock-up agreement (the “Lock-Up Agreement”) pursuant to which Boxwood LLC agreed to not transfer, sell, assign or otherwise dispose of any Class A common stock or warrants to purchase our Class A common stock during the period commencing on the date of the consummation of the business combinationAtlas Business Combination and ending on the earlier of (a) the date that is twelve months following the date of the consummation of the business combinationAtlas Business Combination or (b) if BCP transfers either (i) shares of common stock beneficially owned or otherwise held by BCP

Interest ison the 2020 Credit Agreement was payable monthly or at the end of the applicable interest period in arrears on any outstanding borrowings. The interest rates under the 2020 Credit Facility areAgreement were equal to either (i) the Adjusted LIBO Rate (as defined in the 2020 Credit Agreement), plus a 6.25%, or (ii) an Alternate Base Rate (as defined in the 2020 Credit Agreement), plus 5.00%. The 2020 Credit Facility requiresAgreement required quarterly principal payments of $3.513million$3.513 million through December31,December 31, 2026.

The 2020 Credit Facility isAgreement was guaranteed by Holdings, Buyer, Atlas Intermediate and the direct and indirect subsidiaries of Atlas Intermediate and secured by (i) a first priority pledge of the equity interests of subsidiaries of Holdings and Atlas Intermediate and (ii) a first priority lien on substantially all other assets of Holdings, Atlas Intermediate and all of their direct and indirect subsidiaries.

The 2020 Credit Agreement containscontained a financial covenant which requiresrequired Holdings, Atlas Intermediate and all of their direct and indirect subsidiaries on a consolidated basis to maintain a Total Net Leverage Ratio (as defined in the 2020 Credit Agreement) tested on a quarterly basis that does not to exceed (i) 5.50 to 1.0 with respect to the fiscal quarters ending on June30,June 30, 2020 and September30,September 30, 2020 and (ii) 5.00 to 1.00 with respect to the fiscal quarter ending December31,December 31, 2020 and as of the end of each fiscal quarter thereafter.

The 2020 Credit Agreement also includesincluded a number of customary negative covenants. Such covenants, among other things, limitlimited or restrictrestricted the ability of each of Holdings, Atlas Intermediate and all of their direct and indirect subsidiaries to:

•        incur additional indebtedness and make guarantees;

•        incur liens on assets;

•        engage in mergers or consolidations or fundamental changes;

•        dispose of assets;

•        pay dividends and distributions or repurchase capital stock;

•        make investments, loans and advances, including acquisitions;

•        amend organizational documents and other material contracts;

•        enter into certain agreements that would restrict the ability to incur liens on assets;

•        repay certain junior indebtedness;

•        enter into certain transactions with affiliates;

administrative agent and collateral agent, and certain lenders thereto, including certain Blackstone entities, which may include, Blackstone Alternative Credit Advisors LP, and its managed funds and accounts, and its affiliates, Blackstone Holdings Finance Co. L.L.C. and its affiliates, and/or certain other of their respective funds, accounts, clients managed, advised or sub-advised, or any of their respective affiliates (the “2021 Term Loan Agreement”) and (ii) a $40.0 million senior secured revolver which aggregate principal amount may be increased, subject to the satisfaction of certain terms and conditions, including obtaining commitments therefor, by up to $20,000,000 (the “2021 Revolver”) pursuant to that certain Credit Agreement dated February 25, 2021, by and among Holdings, Atlas Intermediate, JPMorgan Chase Bank, N.A., as administrative agent, swingline lender, issuing bank, lender, sole bookrunner and sole lead arranger (the “2021 ABL Revolver Agreement,” and together with the Term Loan Agreement, the “2021 Credit Agreements”). The 2021 Term Loan Agreement refinanced the 2020 Credit Agreement with Macquarie Capital Funding LLC, as administrative agent and certain lenders, which repayment was effectuated partially in cash and partially by way of a cashless exchange of existing term loans and preferred equity for the 2021 Term Loan.

The initial 2021 Term Loan will mature on February 25, 2028 and the 2021 Revolver will mature on February 25, 2026.

Interest on any outstanding borrowings is payable monthly under the 2021 ABL Revolver Agreement, quarterly under the 2021 Term Loan Agreement or, in each case, at the end of the applicable interest period in arrears. The cash interest rates under the 2021 Term Loan Agreement will be equal to either (i) the Adjusted LIBO Rate (as defined in the 2021 Term Loan Agreement), plus 5.50%, or (ii) an Alternate Base Rate (as defined in the 2021 Term Loan Agreement), plus 4.50%. The interest rates under the 2021 ABL Revolver Agreement will be equal to either (i) the Adjusted LIBO Rate (as defined in the 2021 ABL Revolver Agreement), plus 2.50%, or (ii) the ABR (as defined in the 2021 ABL Revolver Agreement), plus 1.50%.

The 2021 Credit Agreements are guaranteed by Holdings and secured by (i) in the case of the 2021 ABL Revolver Agreement, a first priority security interest in the current assets, including accounts receivable, of Holdings, Atlas Intermediate and its subsidiaries and (ii) in the case of the 2021 Term Loan Agreement, a pledge of the equity interests of the subsidiaries of Holdings and Atlas Intermediate, and subject to the first lien security interest on current assets under the 2021 Revolver, a first priority lien on substantially all other assets of Holdings, Atlas Intermediate and all of their direct and indirect subsidiaries.

The 2021 Term Loan Agreement contains a financial covenant which requires Holdings, Atlas Intermediate and all of their direct and indirect subsidiaries on a consolidated basis to maintain a Total Net Leverage Ratio (as defined in the 2021 Term Loan Agreement) tested on a quarterly basis that does not exceed (i) 8.25 to 1.00 with respect to the fiscal quarters ending on April 2, 2021 and July 2, 2021, (ii) 8.00 to 1.00 for the fiscal quarters ending October 1, 2021 and December 31, 2021, (iii) 7.50 to 1.00 for the fiscal quarters ending April 1, 2022 and July 1, 2022, (iv) 7.25 to 1.00 for the fiscal quarters ending September 30, 2022 and December 30, 2022, (v) 7.00 to 1.00 for the fiscal quarters ending March 31, 2023 and June 30, 2023, (vi) 6.75 to 1.00 for the fiscal quarters ending September 29, 2023 and December 29, 2023, and (vii) 6.50 to 1.00 for March 29, 2024 and each fiscal quarter ending thereafter.

The 2021 ABL Revolver Agreement contains a “springing” financial covenant which requires Holdings, Atlas Intermediate and all of their direct and indirect subsidiaries on a consolidated basis to maintain a Fixed Charge Coverage Ratio (as defined in the 2021 ABL Revolver Agreement) of no less than 1.10 to 1.00 when the outstanding principal amount of loans under the 2021 Revolver exceeds $0 or the aggregate exposure for letters of credit under the 2021 Revolver exceeds $5 million.

The 2021 Credit Agreements also include a number of customary negative covenants. Such covenants, among other things, limit or restrict the ability of each of Holdings, Atlas Intermediate and all of their direct and indirect subsidiaries to:

•        incur additional indebtedness and make guarantees;

•        incur liens on assets;

•        engage in mergers or consolidations or fundamental changes;

•        dispose of assets;

•        pay dividends and distributions or repurchase capital stock;

•        make investments, loans and advances, including acquisitions;

•        amend organizational documents and other material contracts;

•        enter into certain agreements that would restrict the ability to incur liens on assets;

•        repay certain junior indebtedness, and in the case of the 2021 ABL Revolver Agreement, make certain payments on the 2021 Term Loans;

•        enter into certain transactions with affiliates;

•        amend certain documents governing indebtedness;

•        enter into sale leaseback transactions;

•        change fiscal periods; and

•        change the conduct of its business.

The aforementioned restrictions are subject to certain exceptions including (i) the ability to incur additional indebtedness, liens, investments, dividends and distributions, and prepayments of junior indebtedness subject, in each case, to compliance with certain financial metrics and/or certain other conditions and (ii) a number of other traditional exceptions that grant the Company continued flexibility to operate and develop ourits business.

The 2021 Credit AgreementAgreements also includesinclude customary affirmative covenants, representations and warranties and events of default.

The representations, warranties and covenants contained in the 2021 Credit Agreements were made only for the purpose of the 2021 Credit Agreements and as of specific dates, were solely for the benefit of the parties to the 2021 Credit Agreements, and may be subject to limitations agreed upon by the parties, including being qualified by disclosures for the purpose of allocating contractual risk between the parties instead of establishing matters as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors or security holders. Accordingly, investors should not rely on the representations, warranties, and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company.

Amended and Restated Limited Liability Company Agreement of Holdings

We operate our business through Holdings. In connection with the consummation of the business combination,Atlas Business Combination, we and other member parties thereto entered into the Holdings LLC Agreement. The Holdings LLC Agreement sets forth, among other things, the rights and obligations of the holders of Holdings Units.

Managing MemberMember.    .    Under the Holdings LLC Agreement, we are the sole managing member of Holdings. As the sole managing member, we are able to control all of the day-to-day business affairs and decision-making of Holdings without the approval of any other member, unless otherwise stated in the Holdings LLC Agreement. As such, we, through our officers and directors, are responsible for all operational and administrative decisions of Holdings and the day-to-day management of Holdings’ business. Pursuant to the terms of the Holdings LLC Agreement, we may not resign or cease to be the managing member of Holdings unless proper provision is made, in compliance with the Holdings LLC Agreement, so that our obligations, our successor (if applicable) and any new managing member and the rights of all members under the Holdings LLC Agreement and applicable law remain in full force and effect.

Compensation; ReimbursementReimbursement.    .    We willare not be entitled to compensation for itsour services as managing member. We, as managing member, and other members of Holdings will be entitled to reimbursement by Holdings for all costs, fees, operating expenses and other expenses of Holdings (including the costs, fees and expenses of attorneys, accountants or other professionals and the compensation of all personnel providing services to Holdings) incurred in pursuing and conducting, or otherwise related to, the activities of Holdings.

DistributionsDistributions.    .    Distributions to Holdings’ equity holders may be declared by the managing member out of funds legally available therefor in such amounts and on such terms (including the payment dates of such distributions) as the managing member shall determine (in its sole discretion in accordance with the fiduciary duties as provided in the Holdings LLC Agreement) using such record date as the managing member may designate; provided that, so long

as the Preferred Units remainremained outstanding, such distributions shallwere only allowed to be declared at the end of a quarter so long as there remainremained funds legally available therefor after the cash payments required to be paid to the Preferred Unitholders in such Quarter.quarter. As previously discussed, the Preferred Units were redeemed in full on February 25, 2021. Any such distribution shall be made to Holdings’ equity holders shall be made as of the close of business on suchthe applicable record date on a pro rata basis (subject to certain exceptions) in accordance with the number of Holdings Units owned by each member as of the close of business on such record date.

Common Unit Redemption RightRight.    .    The Holdings LLC Agreement provides that BCP, and following the date that iswas six months from the consummation of the business combination,Atlas Business Combination, each of the other members of Holdings (other than we and our subsidiaries) has a right to cause Holdings to redeem from time to time, all or a portion of such member’s Holdings Units (together with an equal number of shares of Class B common stock) for either (x) the delivery by Holdings of a number of shares of Class A common stock equal to the number of Holdings Units surrendered or (y) at Holdings’ election made in accordance with the Holdings LLC Agreement, the delivery by Holdings of cash equal to the Cash Election Amount (as defined in the Holdings LLC Agreement) calculated with respect to such redemption.

If (i) there is any reclassification, reorganization, recapitalization or other similar transaction pursuant to which the shares of Class A common stock are converted or changed into another security, securities or other property, or (ii) we, by dividend or otherwise, distribute to all holders of the shares of Class A common stock evidences of our indebtedness or assets, including securities (including shares of Class A common stock and any rights, options or warrants to all holders of the shares of Class A common stock to subscribe for, to purchase or to otherwise acquire shares of Class A common stock, or other securities or rights convertible into, or exchangeable or exercisable for, shares of Class A common stock) but excluding any cash dividend or distribution as well as any such distribution of indebtedness or assets received by us from Holdings in respect of the Holdings Units, then upon any subsequent

DELINQUENT SECTION 16(A) REPORTS

Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who own more than ten percent of any publicly traded class of our equity securities, to file reports of ownership and changes in ownership of equity securities of the Company with the SEC. Officers, directors, and greater-than-ten-percent stockholders are required by the SEC’s regulations to furnish the Company with copies of all Section 16(a) forms that they file.

Based solely upon a review of Forms 3 and Forms 4 furnished to the Company during the most recent fiscal year, and Forms 5 with respect to its most recent fiscal year we believe that all such forms required to be filed pursuant to Section 16(a) of the Exchange Act were timely filed by the officers, directors, and security holders required to file the same during the fiscal year ended December31, 2019 exceptDecember 31, 2021, with the exception of (i) a late Form 4 filing on March 29, 2021, for twoeach of the following directors: Messrs. Ferraioli, Foster, Kadenancy, Lemoine and Weiss, due to an administrative error and (ii) a late form 3 filings, one by Gary M. Cappa filedForm 4 filing on March16, 2020 and one by David D. Quinn filed on March18, 2020.June 4, 2021 for Ms. Priya due to an administrative error.

HOUSEHOLDING INFORMATION

Unless we have received contrary instructions, we may send a single copy of this proxy statement to any household at which two or more stockholders reside if we believe the stockholders are members of the same family. This process, known as “householding,” reduces the volume of duplicateduplicative information received at any one household and helps to reduce our expenses.saves printing costs and postage fees, as well as natural resources. However, if stockholders prefer to receive multiple sets of our disclosure documents at the same address this year or in future years, thesuch stockholders should follow the instructions described below. Similarly, if an address is shared with another stockholder and together both of the stockholders would like to receive only a single set of our disclosure documents, thesuch stockholders should follow these instructions:

•        if the shares are registered in the name of the stockholder, the stockholder should contact us at our offices at 1312513215 Bee Cave Parkway, Building B, Suite 230, Austin, Texas 78738, or (866) 858-4499,858- 4499, to inform us of his or her request; or

•        if a bank, broker or other nominee holds the shares, the stockholder should contact the bank, broker or other nominee directly.

STOCKHOLDER PROPOSALS AND NOMINATIONS

Under rules promulgated by the SEC and in accordance with our bylaws,Bylaws, nominations of individuals for election to the boardBoard and the proposal of other business to be considered by the stockholders may be made at our 20212023 annual meeting of stockholders by any stockholder of the Company who was a stockholder of record both at the time of giving of notice and as of the record date of such meeting, who is entitled to vote at the meeting in the election of each individual so nominated or on any such other business and who has complied with the other applicable requirements in our bylaws.Bylaws. For any nomination or other business to be properly brought before a meeting by a stockholder, the stockholder must have given timely notice thereof in writing to our corporate secretaryCorporate Secretary and any such other business must otherwise be a proper matter for action by the stockholders. To be timely for our 20212023 annual meeting of stockholders, a stockholder’s notice must set forth all information required under our bylawsBylaws and must be received by our corporate secretary at our principal executive office not later than the close of business on March21, 2021March 13, 2023, the first business day following the 90th day before the anniversary date of our 20202022 annual meeting, nor earlier than the close of business on February19, 2021,February 9, 2023, the 120th day before the anniversary date of our 20202022 annual meeting. However, that in the event that our 20212023 annual meeting is more than 30 days before or more than 70 days after the anniversary date of our 20202022 annual meeting, to be timely a stockholder’s notice must be received by our corporate secretary at our principal executive office not earlier than the close of business on the 120th day before the 20212023 annual meeting and not later than (1) the close of business on the 90th day before the 20212023 annual meeting or (2) the close of business on the 10th day following the day on which public announcement of the date of the 20212023 annual meeting is first made by the Company.

In addition to our bylaws,Bylaws, a stockholder must also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder. Our bylawBylaw provisions do not affect the right of a stockholder to request inclusion of a proposal in, or our right to omit a proposal from, our proxy statement pursuant to Rule 14a-8 (or any successor provision) under the Exchange Act. In order for a stockholder to have a proposal included in our 20212023 annual meeting proxy materials, the stockholder must comply with the requirements of Rule 14a-8 and submit the proposal to our corporate secretary at our principal executive office not later than the close of business on January28, 2021.[_], 2022.

A stockholder who wishes to submit recommendations for director candidates to the Company should send a written recommendation to our corporate secretary.Corporate Secretary. Each nomination must be made in accordance with our bylaws.Bylaws. The stockholder must represent that the stockholder is a stockholder of our Company and the stockholder will remain so through the record date the relevant meeting of stockholders and, if the stockholder is not a record owner of shares of common stock, provide such information about the record owner as we may request. The recommendation must also include the written consent of the person so recommended, or the recommended person, to serve as a director if nominated and elected. The stockholder and the recommended person must also provide such additional information as we may request, including any information requested concerning their respective backgrounds and relationships with one another and our Company and concerning the qualifications of the recommended person. In addition, to comply with the universal proxy rules (once effective), stockholders who intend to solicit proxies in support of director nominees other than the Company nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than 60 days before the first anniversary of the preceding year’s annual meeting.

ANNUAL REPORT AND REPORT ON FORM 10-K

Our 20192021 Annual Report to Stockholders accompanies this proxy statement. Stockholders of record as of April22, 2020 14, 2022 and beneficial owners of our common stock on that date may obtain from us, without charge, a copy of our most recent Annual Report on Form 10-K filed with the SEC, exclusive of the exhibits thereto, by a request in writing. We will also furnish any exhibit to the Annual Report on Form 10-K upon the payment of reasonable fees relating to our expenses in furnishing the exhibit. Such requests should be directed to us at 13215 Bee Cave Parkway, Building B, Suite 230, Austin, Texas 78738; Attention: Bradford Twombly.Laura Strunk. Beneficial owners must include in their written requests a good faith representation that they were beneficial owners of our common stock on April22, 2020. 14, 2022.

You may request additional copies of this proxy statement, at no cost, by requesting them in writing or by telephone from the Company’s Corporate Secretary at the following address and telephone number:

Atlas Technical Consultants, Inc.
Attn: Bradford Twombly, Assistant Corporate Secretary
13215 Bee Cave Parkway, Building B, Suite 230
Austin, Texas 78738
Telephone: (866) 858-4499

ANNEX A

PROPOSED AMENDMENT AND RESTATEMENT OF THE CHARTER OF ATLAS TECHNICAL CONSULTANTS, INC.

SECONDTHIRD AMENDED AND RESTATED CERTIFICATE

 OF

INCORPORATION OF BOXWOOD MERGER CORPATLAS TECHNICAL CONSULTANTS, INC.

Boxwood Merger Corp.Atlas Technical Consultants, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows:

•        The original certificate of incorporation of the Corporation, under the name “M Acquisition Company III Corporation,” was filed with the Secretary of State of the State of Delaware on June 28, 2017, and was amended pursuant to a certificate of amendment filed with the Secretary of State of the State of Delaware on August 20, 2018, and was further amended and restated pursuant to an Amended and Restated Certificate of Incorporation of the Corporation filed with the Secretary of State of the State of Delaware on November 14, 2018, and was amended and restated further pursuant to a Second Amended and Restated Certificate of Incorporation of the Corporation filed with the Secretary of State of Delaware on February14, 2020 (as so amended and restated, the “Prior Charter”).

•        This SecondThird Amended and Restated Certificate of Incorporation (the “Second Third Amended and Restated Certificate”) was duly adopted by the Board of Directors of the Corporation and the stockholders of the Corporation in accordance with Sections 228, 242 and 245 of the General Corporation Law of the State of Delaware.

•        This SecondThird Amended and Restated Certificate of Incorporation shall become effective on the date of filing with the Secretary of State of the State of Delaware.

•        This SecondThird Amended and Restated Certificate amends and restates the provisions of the Prior Charter in its entirety as follows:

ARTICLE I
NAME

The name of the corporation is Atlas Technical Consultants, Inc. (the “Corporation”).

ARTICLE II
REGISTERED AGENT: OFFICES

Section 1. Registered Office. The address of the Corporation’s registered office in the State of Delaware is c/o Corporation Service Company, 251 Little Falls Drive, Wilmington, DE 19808, County of New Castle, and the name of the Corporation’s registered agent at such address is Corporation Service Company.

ARTICLE III
PURPOSE

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware, as amended (the “DGCL”).

ARTICLE IV
CAPITALIZATION

Section 1. Authorized Capital Stock. The Corporation is authorized to issue two classes of capital stock, designated Common Stock and Preferred Stock. The total number of shares of capital stock that the Corporation is authorized to issue is 501,000,000 shares, consisting of two classes as follows: (i) 500,000,000 shares of common

stock, par value $0.0001 per share (the “Common Stock”), including two series as follows: (A) 400,000,000 shares of Class A Common Stock and (B) 100,000,000 shares of Class B Common Stock (the “Class B Common Stock”), and (ii) 1,000,000 shares of preferred stock, par value $0.0001 per share (the “Preferred Stock”).

Section 2. Preferred Stock. The Preferred Stock may be issued in one or more series. The Board is hereby authorized to issue the shares of Preferred Stock in such series and to fix by resolutions or resolutions from time to time before issuance the number of shares to be included in any such series and the designation, powers, preferences and relative participating, optional or other rights, if any, and the qualifications, limitations or restrictions thereof. The authority of the Board with respect to each such series will include, without limiting the generality of the foregoing, the right to determine any or all of the following:

•        the number of shares of any series and the designation to distinguish the shares of such series from the shares of all other series;

•        the voting powers, if any, and whether such voting powers are full or limited in such series;

•        the redemption provisions, if any, applicable to such series, including the redemption price or prices to be paid;

•        whether dividends, if any, will be cumulative or noncumulative, the dividend rate of such series, and the dates and preferences of dividends on such series;

•        the rights of such series upon the voluntary or involuntary dissolution of, or upon any distribution of the assets of, the Corporation;

•        the provisions, if any, pursuant to which the shares of such series will be convertible into, or exchangeable for, shares of any other class or classes or of any other series of the same or any other class or classes of stock, or any other security, of the Corporation or any other corporation or other entity, and the rates or other determinants of conversion or exchange applicable thereto;

•        the right, if any, to subscribe for or to purchase any securities of the Corporation or any other corporation or other entity;

•        the provisions, if any, of a sinking fund applicable to such series; and

•        any other relative, participating, optional, or other special powers, preferences or rights and qualifications, limitations, or restrictions thereof;

all as may be determined from time to time by the Board and stated or expressed in the resolution or resolutions providing for the issuance of such Preferred Stock (collectively, a “Preferred Stock Designation”).

Section 3. Common Stock.

Voting Generally.

Except as otherwise required by law or this SecondThird Amended and Restated Certificate (including any Preferred Stock Designation), the holders of the Common Stock shall exclusively possess all voting power with respect to the Corporation and the holders of the Preferred Stock, as such, shall not be entitled to vote.

Except as otherwise required by law or this SecondThird Amended and Restated Certificate (including any Preferred Stock Designation), the holders of shares of Common Stock shall be entitled to one vote for each such share on each matter properly submitted to the stockholders on which the holders of the Common Stock are entitled to vote.

Except as otherwise required by law or this SecondThird Amended and Restated Certificate (including any Preferred Stock Designation), at any annual or special meeting of the stockholders of the Corporation, holders of the Class A Common Stock and holders of the Class B Common Stock voting together as a single class (or, if any holders of Preferred Stock are entitled to vote together with the holders of Class A Common Stock and Class B Common Stock, the holders of Class A Common Stock and Class B Common Stock and the Preferred Stock shall vote together as a single class), shall have the exclusive right to vote for the election of directors and on all other matters properly submitted to a vote of the stockholders. Notwithstanding the foregoing, except as otherwise required by law or this SecondThird Amended and Restated Certificate (including any Preferred Stock Designation), holders of shares of any

series of Common Stock shall not be entitled to vote on any amendment to this SecondThird Amended and Restated Certificate (including any amendment to any Preferred Stock Designation) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series of Preferred Stock, are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to this SecondThird Amended and Restated Certificate (including any Preferred Stock Designation) or the DGCL.

Class A Common Stock.

Dividends. Subject to applicable law and the rights, if any, of the holders of any outstanding series of the Preferred Stock, the holders of shares of Class A Common Stock shall be entitled to receive such dividends and other distributions (payable in cash, property or capital stock of the Corporation) when, as and if declared thereon by the Board from time to time out of any assets or funds of the Corporation legally available therefor and shall share equally on a per share basis in such dividends and distributions; provided that, in the event of any dividend or other distribution received by the Corporation from the Partnership in respect of the Units or other equity interests of the Partnership held by the Corporation, including upon any liquidation, dissolution or winding up of the Partnership (any such dividend or distribution, a “Partnership Distribution”). the Board shall to the extent the Corporation has lawful funds then available, declare and pay in connection with such Partnership Distribution a dividend or other distribution on the shares of Class A Common Stock in an amount equal to 100% of such Partnership Distribution, net of reserves for taxes payable by the Corporation as reasonably determined by the Board (a “Pass-Through Distribution”), and the holders of Class A Common Stock shall share equally on a per share basis in such Pass-Through Distribution. The Board shall fix the record date for any Pass-Through Distribution to be the same date as the record date for the corresponding Partnership Distribution fixed by the managing member of the Partnership or, if necessary to comply with applicable law, such later date that is as soon as practicable after the record date for the Partnership Distribution fixed by the managing member of the Partnership. To the extent that a Partnership Distribution is paid in a form other than cash, the Corporation shall sell a portion of such Partnership Distribution sufficient to reserve for taxes payable by the Corporation as reasonably determined by the Board, and the balance of such Partnership Distribution shall be a Pass-Through Distribution.

Liquidation, Dissolution or Winding Up of the Corporation. Subject to applicable law and the rights, if any, of the holders of any outstanding series of the Preferred Stock, in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, after payment or provision for payment of the debts and other liabilities of the Corporation, the holders of shares of Class A Common Stock shall be entitled to receive all the remaining assets of the Corporation available for distribution to its stockholders, ratably in proportion to the number of shares of Class A Common Stock held by them. A dissolution, liquidation or winding-up of the Corporation, as such terms are used in this paragraph (ii), shall not be deemed to be occasioned by or to include any consolidation or merger of the Corporation with or into any other corporation or corporations or other entity or a sale, lease, exchange or conveyance of all or a part of the assets of the Corporation.

Class B Common Stock.

Dividends. Except as provided in subsection (f) below, holders of Class B Common Stock shall not be entitled to receive any dividends.

Liquidation, Dissolution or Winding Up of the Corporation. The holders of Class B Common Stock shall not be entitled to receive any assets of the Corporation in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation. A dissolution, liquidation or winding-up of the Corporation, as such terms are used in this paragraph (ii), shall not be deemed to be occasioned by or to include any consolidation or merger of the Corporation with or into any other corporation or corporations or other entity or a sale, lease, exchange or conveyance of all or a part of the assets of the Corporation.

Transfer of Class B Common Stock.

A holder of Class B Common Stock may surrender shares of Class B Common Stock to the Corporation for no consideration at any time. Following the surrender of any shares of Class B Common Stock to the Corporation, the Corporation will take all actions necessary to retire such shares and such shares shall not be re-issued by the Corporation.

A holder of Class B Common Stock may transfer shares of Class B Common Stock to any transferee (other than the Corporation) only if, and only to the extent permitted by the LLC Agreement, such holder also simultaneously transfers an equal number of such holder’s Units to such transferee. Upon a transfer of Units in accordance with the LLC Agreement, an equal number of shares of Class B Common Stock held by the holder of such Units will automatically and simultaneously be transferred to the same transferee of such Units. The transfer restrictions described in this Section 3(c)(iv)(2) are referred to as the “Restrictions”.

Any purported transfer of shares of Class B Common Stock in violation of the Restrictions shall be null and void. If, notwithstanding the Restrictions, a person shall, voluntarily or involuntarily, purportedly become or attempt to become, the purported owner (“Purported Owner”) of shares of Class B Common Stock in violation of the Restrictions, then the Purported Owner shall not obtain any rights in and to such shares of Class B Common Stock (the “Restricted Shares”), and the purported transfer of the Restricted Shares to the Purported Owner shall not be recognized by the Corporation’s transfer agent (the “Transfer Agent”).

Upon a determination by the Board (including the vote of the majority of the disinterested directors serving on the Board at such time), or by a committee composed solely of disinterested directors, that a person has attempted or may attempt to transfer or to acquire Restricted Shares in violation of the Restrictions, the Corporation shall refuse to give effect to such transfer or acquisition on the books and records of the Corporation. In furtherance of the foregoing, the Corporation shall cause the Transfer Agent to refuse to record the Purported Owner’s transferor as the record owner of the Restricted Shares and shall institute proceedings to enjoin or rescind any such transfer or acquisition.

The Board (including the vote of a majority of the disinterested directors serving on the Board at such time), or by a committee composed solely of disinterested directors may, to the extent permitted by law, from time to time establish, modify, amend or rescind, by bylaw or otherwise, regulations and procedures that are consistent with the provisions of this Section 3(c)(iv) for determining whether any transfer or acquisition of shares of Class B Common Stock would violate the Restrictions and for the orderly application, administration and implementation of the provisions of this Section 3(c). Any such procedures and regulations shall be kept on file with the Secretary of the Corporation and with the Transfer Agent and shall be made available for inspection by any prospective transferee and, upon written request, shall be mailed to holders of shares of Class B Common Stock.

The Board (including a majority of the disinterested directors serving on the Board at such time), or by a committee composed solely of disinterested directors, shall have, all powers necessary to implement the Restrictions, including without limitation, the power to prohibit the transfer of any shares of Class B Common Stock in violation thereof.

(iv) Issuance of Class A Common Stock Upon Redemption; Cancellation of Class B Common Stock.

Shares of Class B Common Stock shall be redeemable for shares of Class A Common Stock on the terms and subject to the conditions set forth in the LLC Agreement. The Corporation will at all times reserve and keep available out of its authorized but unissued shares of Class A Common Stock, solely for the purpose of issuance upon redemption of the Class B Common Stock for Class A Common Stock pursuant to the LLC Agreement, such number of shares of Class A Common Stock that shall be issuable upon any such redemption pursuant to the LLC Agreement; provided that nothing contained herein shall be construed to preclude the Corporation from satisfying its obligations in respect of any such redemption of shares of Class B Common Stock pursuant to the LLC Agreement by delivering to the holder of such shares of Class B Common Stock upon such redemption, cash in lieu of shares of Class A Common Stock in the amount permitted by and provided in the LLC Agreement or shares of Class A Common Stock which are held in the treasury of the Corporation. All shares of Class A Common Stock that shall be issued upon any such redemption will, upon issuance in accordance with the LLC Agreement, be validly issued, fully paid and nonassessable. To the extent that any holder of Class B Common Stock exercises its right pursuant to the LLC Agreement to have some or all of such holder’s Units redeemed by the Partnership in accordance with the LLC Agreement, then simultaneous with the payment of the consideration due under the LLC Agreement to such holder of Class B Common Stock for such holders Units, the Corporation shall redeem for no consideration such number of shares of Class B Common Stock registered in the name of the redeeming or exchanging holder of Class B Common Stock equal to the number of Units held by such holder of Class B Common Stock that are redeemed or exchanged in such redemption or exchange transaction shall be automatically transferred to the Corporation, retired and canceled and shall not be reissued.

Notwithstanding the Restrictions, (A) in the event that an outstanding share of Class B Common Stock shall cease to be held by a registered holder of Units, such share of Class B Common Stock shall automatically and without further action on the part of the Corporation or any holder of Class B Common Stock be transferred to the Corporation, retired and cancelled for no consideration, and shall not be re-issued by the Corporation and (B) in the event that one or more of the Units held by a registered holder of Class B Common Stock ceases to be held by such holder (other than as a result of a transfer of one or more Units together with an equal number of shares of Class B Common Stock as permitted by the LLC Agreement), a corresponding number of shares of Class B Common Stock registered in the name of such holder shall automatically and without further action on the part of the Corporation or such holder be transferred to the Corporation, retired and cancelled for no consideration, and such shares shall not be re-issued by the Corporation.

Restrictive Legend. All certificates or book entries representing shares of Class B Common Stock, as the case may be, shall bear a legend substantially in the following form (or in such other form as the Board may determine):

THE SECURITIES REPRESENTED BY THIS BOOK ENTRY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”).

THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE ACT.

THESE CERTIFICATES ARE SUBJECT TO THE RESTRICTIONS (INCLUDING RESTRICTIONS ON TRANSFER) SET FORTH IN THE SECONDTHIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION, AS THE SAME MAY BE AMENDED AND/OR RESTATED FROM TIME TO TIME, AND THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ATLAS TC HOLDINGS LLC, DATED AS OF FEBRUARY 14, 2020, AMONG THE MEMBERS LISTED THEREIN, AS THE SAME MAY BE AMENDED AND/OR RESTATED FROM TIME TO TIME (COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF THE CORPORATION AND SHALL BE PROVIDED FREE OF CHARGE TO ANY STOCKHOLDER MAKING A REQUEST THEREFOR). AND NO TRANSFER OF THESE SECURITIES WILL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED.

Conversion Rights. Except as set forth in this SecondThird Amended and Restated Certificate, the Common Stock shall not be convertible into, or exchangeable for, shares of any other class or classes or of any other series of the same class of the Corporation’s capital stock.

Preemptive Rights. No stockholder shall, by reason of the holding of shares of any class or series of capital stock of the Corporation, have any preemptive or preferential right to acquire or subscribe for any shares or securities of any class or series, whether now or hereafter authorized, which may at any time be issued, sold or offered for sale by the Corporation, unless specifically provided for in a Preferred Stock Designation.

Stock Split or Reverse Stock Split. In no event shall the shares of either Class A Common Stock or Class B Common Stock be split, subdivided, or combined (including by way of stock dividend) unless the outstanding shares of the other class shall be proportionately split, subdivided or combined.

Authorization and Issuance of Additional Shares; Repurchases or Redemptions.

If at any time the Corporation issues a share of Class A Common Stock or any other Equity Security of the Corporation (other than Class B Common Stock), (1) the Corporation shall cause the Partnership to issue to the Corporation one Unit (if the Corporation issues a share of Class A Common Stock), or such other Equity Security of the Partnership (if the Corporation issues Equity Securities other than Class A Common Stock) corresponding to such Equity Securities issued by the Corporation, and with substantially the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of the Corporation and (2) the net proceeds received by the Corporation with respect to issuance of the corresponding share of Class A Common Stock or other Equity Security, if any, shall be concurrently contributed by the Corporation to the Partnership as a capital contribution. Notwithstanding the foregoing, this Section 3(h)(i) shall not apply to (x) the issuance and distribution to holders of shares of Class A Common Stock of rights to purchase Equity Securities of the Corporation under a “poison pill” or similar stockholders rights plan (and upon any redemption of Units for Class A Common Stock, such Class A Common Stock will be issued together with a corresponding right under such plan) or (y) the issuance under the Corporation’s employee benefits plans of any warrants, options, other rights to acquire

Equity Securities of the Corporation or rights or property that may be converted into or settled in Equity Securities of the Corporation, but shall in each of the foregoing cases apply to the issuance of Equity Securities of the Corporation in connection with the exercise or settlement of such rights, warrants, options or other rights or property.

The Corporation shall not in any manner effect any subdivision (by stock split, stock dividend, reclassification, recapitalization or otherwise) or combination (by reverse stock split, reclassification, recapitalization or otherwise) of the outstanding Common Stock unless accompanied by an identical subdivision or combination, as applicable, of the outstanding Units, with corresponding changes made with respect to any other exchangeable or convertible securities. The Corporation shall not in any manner effect any subdivision (by stock split, stock dividend, reclassification, recapitalization or otherwise) or combination (by reverse stock split, reclassification, recapitalization or otherwise) of any outstanding Equity Securities of the Corporation (other than the Common Stock) unless accompanied by an identical subdivision or combination, as applicable, of the corresponding Equity Securities of the Partnership, with corresponding changes made with respect to any other exchangeable or convertible securities.

The Corporation may not redeem, repurchase or otherwise acquire (1) any shares of Class A Common Stock unless substantially simultaneously the Partnership redeems, repurchases or otherwise acquires from the Corporation an equal number of Units for the same form and amount of consideration per security or (2) any other Equity Securities of the Corporation (other than Class B Common Stock) unless substantially simultaneously the Partnership redeems, repurchases or otherwise acquires from the Corporation an equal number of Equity Securities of the Partnership of a corresponding class or series with substantially the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of the Corporation for the same form and amount of consideration per security. Notwithstanding the foregoing, to the extent that any consideration payable by the Corporation in connection with the redemption or repurchase of any shares of Class A Common Stock or other Equity Securities of the Corporation or any of its subsidiaries consists (in whole or in part) of shares of Class A Common Stock or such other Equity Securities (including in connection with the cashless exercise of an option or warrant), then the redemption or repurchase of the corresponding Units or other Equity Securities of the Partnership shall be effectuated in an equivalent manner.

Certain Terms. As used in this SecondThird Amended and Restated Certificate, (i) “Partnership” shall mean Atlas TC Holdings LLC, a Delaware limited liability company, or any successor entity thereto, (ii) “LLC Agreement” shall mean the Limited Liability Company Agreement of the Partnership, dated as of February 14, 2020, as such agreement may be further amended, restated, amended and restated, supplemented or otherwise modified from time to time in accordance with its terms, (iii) “Unit” shall mean a unit representing limited liability company interests in the Partnership authorized and issued under the LLC Agreement and constituting a “Unit” as defined in the LLC Agreement as in effect as of the effective time of this SecondThird Amended and Restated Certificate, and (iv) “Equity Securities” shall mean (1) with respect to the Corporation, any and all shares, interests, participation or other equivalents (however designated) of capital stock, including all Common Stock and Preferred Stock, or warrants, options or other rights to acquire any of the foregoing, including any debt instrument convertible or exchangeable into any of the foregoing and (2) with respect to the Partnership or any of its subsidiaries, (A) Units or other equity interests in the Partnership or any subsidiary of the Partnership, (B) obligations, evidences of indebtedness or other securities or interests convertible or exchangeable into Units or other equity interests in the Partnership or any subsidiary of the Partnership, and (C) warrants, options or other rights to purchase or otherwise acquire Units or other equity interests in the Partnership or any subsidiary of the Partnership.

Section 4. Rights and Options. The Corporation has the authority to create and issue rights, warrants and options entitling the holders thereof to purchase shares of any class or series of the Corporation’s capital stock or other securities of the Corporation, and such rights, warrants and options shall be evidenced by instrument(s) approved by the Board. The Board is empowered to set the exercise price, duration, times for exercise and other terms and conditions of such rights, warrants or options; provided, however, that the consideration to be received for any shares of capital stock subject thereto may not be less than the par value thereof.

ARTICLE V
BYLAWS

The Board may make, amend, and repeal the Amended and Restated Bylaws (the “Bylaws”) of the Corporation, provided, however, that so long as the Director Nomination Agreement remains in effect, the Board shall not approve any amendment, alteration or repeal of any provision of the Bylaws, or the adoption of any new Bylaw, that would be contrary to or inconsistent with the terms of the Director Nomination Agreement. Any

Bylaw made by the Board under the powers conferred hereby may be amended or repealed by the Board (except as specified in any such Bylaw so made or amended) or by the stockholders in the manner provided in the Bylaws of the Corporation. In addition to any other vote required by law, the affirmative vote of the holders of at least 662/3%a majority of the Voting Stock (as defined below), voting together as a single class, is required to amend or repeal, or to adopt any provision inconsistent with, this Article V; provided, however, that so long as the Director Nomination Agreement, dated as of February 14, 2020, by and among the Corporation, Boxwood Sponsor LLC, a Delaware limited liability company, Atlas Technical Consultants Holdings LP, a Delaware limited partnership, and other parties (as it may be amended and/or restated, the “Director Nomination Agreement”), remains in effect, the Board may not approve any amendment, alteration or repeal of any provision of the bylaws of the Corporation, or the adoption of any new bylaw of the Corporation, that would be contrary to or inconsistent with the terms of the Director Nomination Agreement without the written consent of the Parties to the Director Nomination Agreement. Notwithstanding the foregoing, nothing in the bylaws of the Corporation shall be deemed to limit the ability of the parties to the Director Nomination Agreement to amend, alter or repeal any provision of the Director Nomination Agreement pursuant to the terms thereof, provided that no amendment to the Director Nomination Agreement (whether or not such amendment modifies any provision of the Director Nomination Agreement to which the bylaws of the Corporation are subject) shall amend the bylaws of the Corporation. For the purposes of this SecondThird Amended and Restated Certificate, “Voting Stock” means stock of the Corporation of any class or series entitled to vote generally in the election of directors. The Bylaws also may be adopted, amended, altered or repealed by the stockholders; provided, however, that in addition to any vote of the holders of any class or series of capital stock of the Corporation required by applicable law or this SecondThird Amended and Restated Certificate (including any Preferred Stock Designation), the affirmative vote of the holders of at least a majority of the voting power of all outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class shall be required for the stockholders to adopt, amend, alter or repeal the Bylaws other than Article VIII of the Bylaws; provided further, that in addition to any vote of the holders of any class or series of capital stock of the Corporation required by applicable law or this SecondThird Amended and Restated Certificate (including any Preferred Stock Designation), the affirmative vote of the holders of at least 662/3%a majority of the voting power of all outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required for the stockholders to adopt, amend, alter or repeal Article VIII of the Bylaws.

ARTICLE VI
MEETINGS OF STOCKHOLDERS

Section 1. Annual Meetings. Except as otherwise expressly provided by law, the annual meeting of stockholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held at such date, time and place, if any, as shall be determined exclusively by resolution of the Board in its sole and absolute discretion.

Section 2. Special Meetings. Subject to the rights, if any, of the holders of any outstanding series of the Preferred Stock, and to the requirements of applicable law, special meetings of stockholders of the Corporation may be called only(i) by the Secretary of the Corporation at the request of the holder of record of a majority of the outstanding shares of capital stock; and (ii) by the Chairman of the Board, Chief Executive Officer, or the Board pursuant to a resolution adopted by a majority of the Board, and the ability of the stockholders to call a special meeting is hereby specifically denied. Except as provided in the foregoing sentence, special meetings of stockholders may not be called by another person or persons.

Section 3. Advance Notice. Advance notice of stockholder nominations for the election of directors and of business to be brought by stockholders before any meeting of the stockholders of the Corporation shall be given in the manner provided in the Bylaws.

Section 4. No Action by Written Consent. Subject to the rights, if any, of the holders of any outstanding series of Preferred Stock, any action required or permitted to be taken by the stockholders of the Corporation must be effected by a duly called annual or special meeting of such stockholders and may not be effected by written consent, without a meeting, without prior notice and without a vote of the stockholders of the Corporation, if such consent(s) are in writing and signed by the holder(s) of record of a majority of the outstanding shares of capital stock.

ARTICLE VII
BOARD OF DIRECTORS

Section 1. Number. Election, and Terms of Directors. Subject to the rights, if any, of the holders of any series of Preferred Stock to elect additional directors under circumstances specified in any Preferred Stock Designation and to the terms of the Director Nomination Agreement, the number of directors will be fixed from time to time in the manner provided in the Bylaws of the Corporation. Subject to Section 6 of this Article VII, the directors, other than those who may be elected by the holders of any series of Preferred Stock, will be classified with respect to the time for which they severally hold office into three classes, as nearly equal in number as possible, designated Class I, Class II, and Class III. At any meeting of stockholders at which directors are to be elected, the number of directors elected may not exceed the greatest number of directors then in office in any class of directors. The directors first appointed to Class I will hold office for a term expiring at the first annual meeting of stockholders following the consummation of the Initial Business Combination; the directors first appointed to Class II will hold office for a term expiring at the second annual meeting of stockholders following the consummation of the Initial Business Combination; and the directors first appointed to Class III will hold office for a term expiring at the third annual meeting of stockholders following the consummation of the Initial Business Combination, with the members of each class to hold office until their successors are elected and qualified. At each succeeding annual meeting of the stockholders of the Corporation, the successors to the class of directors whose term expires at that meeting will be elected by plurality vote of all votes cast at such meeting to hold office for a term expiring at the annual meeting of stockholders held in the third year following the year of their election and until their successors are elected and qualified. Subject to the rights, if any, of the holders of any series of Preferred Stock to elect additional directors under circumstances specified in any Preferred Stock Designation, directors may be elected by the stockholders only at an annual meeting of stockholders. Election of directors of the Corporation need not be by written ballot unless requested by the presiding officer or by the holders of a majority of the Voting Stock present in person or represented by proxy at a meeting of the stockholders at which directors are to be elected. If authorized by the Board, such requirement of a written ballot shall be satisfied by a ballot submitted by electronic transmission, provided that any such electronic transmission must either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the stockholder or proxy holder.

Section 2. Newly Created Directorships and Vacancies. Subject to the terms of the Director Nomination Agreement, and the rights, if any, of the holders of any series of Preferred Stock to elect additional directors under circumstances specified in any Preferred Stock Designation and Section 6 of this Article VII, newly created directorships resulting from any increase in the number of directors and any vacancies on the Board resulting from death, resignation, disqualification, removal, or other cause will be filled solely by the affirmative vote of a majority of the remaining directors then in office, even though less than a quorum of the Board, or by a sole remaining director. Any director elected in accordance with the preceding sentence will hold office for the remainder of the full term of the class of directors in which the new directorship was created or the vacancy occurred and until such director’s successor has been elected and qualified, subject, however, to such director’s earlier death, resignation, retirement, disqualification or removal. If the number of directors is changed, any increase or decrease shall be apportioned by the Board among the classes so as to maintain the number of directors in each class as nearly equal as possible; provided, however, that no decrease in the number of directors constituting the Board may shorten the term of any incumbent director.

Section 3. Removal. Subject to the terms of the Director Nomination Agreement, and to the rights, if any, of the holders of any series of Preferred Stock to elect additional directors under circumstances specified in any Preferred Stock Designation and Section 64 of this Article VII, any director may be removed from office by the stockholders only for causeat any time, with or without cause, upon (i) the affirmative vote of the holder(s) of record of a majority of the outstanding shares of Common Stock entitled to vote generally for the election of directors acting at a meeting of the stockholders; and (ii) by written consent in accordance with the General Corporation Law of the State of Delaware and the Bylaws and only in the manner provided in this Article VII, Section 4. At any annual meeting or special meeting of the stockholders, the notice of which states that the removal of a director or directors is among the purposes of the meeting and identifies the director or directors proposed to be removed, the affirmative vote of the holders of at least majority of the voting power of the outstanding Voting Stock, voting together as a single class, may remove such director or directors for cause. Notwithstanding the foregoing, in the event that a stockholder party to the Director Nomination Agreement provides notice to the Corporation to remove a director designated by such

stockholder pursuant to the terms of the Director Nomination Agreement, whether such removal is with or without cause, the Corporation may take all necessary action to cause such removal, to the extent permitted by applicable law, and such director or director may be removed with or without cause.

Section 4. Preferred Stock — Directors. Notwithstanding any other provision of this Article VII, and except as otherwise required by law, whenever the holders of one or more series of the Preferred Stock shall have the right, voting separately by class or series, to elect one or more directors, the number of directors constituting the entire board shall automatically be increased by such specified number of directors and the term of office, the filling of vacancies, the removal from office and other features of such directorships shall be governed by the terms of such series of the Preferred Stock as set forth in this SecondThird Amended and Restated Certificate, including any Preferred Stock Designation, and such directors shall not be included in any of the classes created pursuant to this Article VII unless expressly provided by such terms. Except as otherwise provided in a Preferred Stock Designation, whenever the holders of any series of Preferred Stock having such right to elect additional directors are divested of such right pursuant to the provisions of such stock, the terms of office of all such additional directors elected by the holders of such stock, or elected to fill any vacancies resulting from the death, resignation, disqualification or removal of such additional directors, shall forthwith terminate (in which case each such director thereupon shall cease to be qualified as, and shall cease to be, a director) and the total authorized number of directors of the Corporation shall automatically be reduced accordingly.

ARTICLE VIII
LIMITED LIABILITY

To the full extent permitted by the DGCL and any other applicable law currently or hereafter in effect, no director of the Corporation will be personally liable to the Corporation or its stockholders for or with respect to any breach of fiduciary duty or other act or omission as a director of the Corporation, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as it now exists. In addition to the circumstances in which a director of the Corporation is not personally liable as set forth in the preceding sentence, a director of the Corporation shall not be liable to the fullest extent permitted by any amendment to the DGCL hereafter enacted that further limits the liability of a director. No repeal or modification of this Article VIII will adversely affect the protection of any director of the Corporation provided hereby in relation to any breach of fiduciary duty or other act or omission as a director of the Corporation occurring prior to the effectiveness of such repeal or modification.

ARTICLE IX
INDEMNIFICATION

Section 1. Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is otherwise subject to or involved in any claim, demand, action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he or she is or was a director or an officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another company or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified by the Corporation to the fullest extent permitted or required by the DGCL and any other applicable law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewith (“Indemnifiable Losses”); provided, however, that, except as provided in Section 4 of this Article IX with respect to Proceedings to enforce rights to indemnification, the Corporation shall indemnify any such Indemnitee pursuant to this Section 1 in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Board.

Section 2. Right to Advancement of Expenses. The right to indemnification conferred in Section 1 of this Article IX shall include the right to advancement by the Corporation of any and all expenses (including, without limitation, attorneys’ fees and expenses) incurred in defending any such Proceeding in advance of its final disposition (an “Advancement of Expenses”); provided, however, that, if the DGCL so requires, an Advancement of Expenses incurred by an Indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such Indemnitee, including without limitation service to an employee

benefit plan) shall be made pursuant to this Section 2 only upon delivery to the Corporation of an undertaking (an “Undertaking”), by or on behalf of such Indemnitee, to repay, without interest, all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (a “Final Adjudication”) that such Indemnitee is not entitled to be indemnified for such expenses under this Section 2. An Indemnitee’s right to an Advancement of Expenses pursuant to this Section 2 is not subject to the satisfaction of any standard of conduct and is not conditioned upon any prior determination that Indemnitee is entitled to indemnification under Section 1 of this Article IX with respect to the related Proceeding or the absence of any prior determination to the contrary.

Section 3. Contract Rights. The rights to indemnification and to the Advancement of Expenses conferred in Sections 1 and 2 of this Article IX shall be contract rights and such rights shall continue as to an Indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the Indemnitee’s heirs, executors and administrators.

Section 4. Right of Indemnitee to Bring Suit. If a claim under Section 1 or 2 of this Article IX is not paid in full by the Corporation within 60 calendar days after a written claim has been received by the Corporation, except in the case of a claim for an Advancement of Expenses, in which case the applicable period shall be 20 calendar days, the Indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Indemnitee shall be entitled to the fullest extent permitted or required by the DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader reimbursements of prosecution or defense expenses than such law permitted the Corporation to provide prior to such amendment), to be paid also the expense of prosecuting or defending such suit. In (i) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an Advancement of Expenses) it shall be a defense that, and (ii) any suit brought by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Corporation shall be entitled to recover such expenses, without interest, upon a Final Adjudication that, the Indemnitee has not met any applicable standard for indemnification set forth in the DGCL. Neither the failure of the Corporation (including its Board of Directors or a committee thereof, its stockholders or independent legal counsel) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including its Board of Directors or a committee thereof, its stockholders or independent legal counsel) that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to such suit. In any suit brought by an Indemnitee to enforce a right to indemnification or to an Advancement of Expenses hereunder, or brought by the Corporation to recover an Advancement of Expenses hereunder pursuant to the terms of an Undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified, or to such Advancement of Expenses, shall be on the Corporation.

Section 5. Non-Exclusivity of Rights. The rights to indemnification and to the Advancement of Expenses conferred in this Article IX shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, this Second Amended and Restated Certificate, the Bylaws, any agreement, any vote of stockholders or disinterested directors or otherwise. Nothing contained in this Article IX shall limit or otherwise affect any such other right or the Corporation’s power to confer any such other right.

Section 6. Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the DGCL.

Section 7. No Duplication of Payments. The Corporation shall not be liable under this Article IX to make any payment to an Indemnitee in respect of any Indemnifiable Losses to the extent that the Indemnitee has otherwise actually received payment (net of any expenses incurred in connection therewith and any repayment by the Indemnitee made with respect thereto) under any insurance policy or from any other source in respect of such Indemnifiable Losses.

ARTICLE X
CORPORATE OPPORTUNITIES

The Corporation renounces, to the fullest extent permitted by law, any interest or expectancy of the Corporation in, or in being offered an opportunity to participate in, any Excluded Opportunity pursuant to Section 122(17) of the DGCL. An “Excluded Opportunity” is any matter, transaction or interest that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of (i) Bernhard Capital Partners Management LP or any of its Affiliates (other than the Corporation and its subsidiaries), successors, partners, principals, directors, officers, current and former members, managers and employees, including any of the foregoing who serve as officers or directors of the Corporation or (ii) Boxwood Sponsor LLC, MIHI Boxwood Sponsor, LLC, MIHI LLC or Boxwood Management Company, LLC or any of their respective Affiliates (other than the Corporation and its subsidiaries), successors, partners, principals, directors, officers, current and former members, managers and employees (including, for the avoidance of doubt, any of the foregoing notwithstanding the dissolution of any of the foregoing entities following the date of this SecondThird Amended and Restated Certificate), including any of the foregoing who serve as officers or directors of the Corporation (collectively, “Covered Persons”), unless such matter, transaction or interest is presented to, or acquired, created or developed by, or otherwise comes into the possession of, a Covered Person expressly and solely in such Covered Person’s capacity as a director of the Corporation, such opportunity is one the Corporation is legally and contractually permitted to undertake and would otherwise be reasonable for the Corporation to pursue, and to the extent the director is permitted to refer that opportunity to the Corporation without violating any legal or contractual obligation. Any amendment, repeal or modification of the foregoing provisions of this Article X shall not adversely affect any right or protection of any director, officer or other agent of the Corporation existing at the time of such amendment, repeal or modification. For purposes of this Article X, “Affiliate” means, with respect to any person, any other person that controls, is controlled by, or is under common control with such person.

ARTICLE XI
AMENDMENTS

The Corporation reserves the right to amend, alter, change or repeal any provision contained in this SecondThird Amended and Restated Certificate (including any Preferred Stock Designation), in the manner now or hereafter prescribed by this SecondThird Amended and Restated Certificate and the DGCL, all rights, preferences and privileges herein conferred upon stockholders, directors or any other persons by and pursuant to this SecondThird Amended and Restated Certificate in its present form or as hereafter amended are granted subject to the right reserved in this Article XI.

Notwithstanding anything to the contrary contained in this SecondThird Amended and Restated Certificate or the Bylaws, and notwithstanding that a lesser percentage or vote may be permitted from time to time by applicable law, no provision of Article IV, Article VII, Article IX, Article X, and this Article XI (except by virtue of a filing of a Preferred Stock Designation, but subject to any vote required by law or by other provisions of this SecondThird Amended and Restated Certificate with respect to such Preferred Stock Designation) may be altered, amended or repealed in any respect, nor may any provision of this SecondThird Amended and Restated Certificate or of the Bylaws inconsistent therewith be adopted, unless in addition to any other vote required by this SecondThird Amended and Restated Certificate or otherwise required by law, such alteration, amendment, repeal or adoption is approved at a meeting of the stockholders called for that purpose by the affirmative vote of the holders of at least 6623%a majority of the voting power of all outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class; provided, however, that, so long as the Director Nomination Agreement remains in effect, no provision of this SecondThird Amended and Restated Certificate may be amended, altered or repealed in any manner that would be contrary to or inconsistent with the terms of the Director Nomination Agreement.

ARTICLE XII
EXCLUSIVE FORUM FOR CERTAIN LAWSUITS

Section 1. Forum. Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (the “Court of Chancery”) shall be the sole and exclusive forum for any stockholder to bring (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim against the Corporation, its directors, officers or employees arising pursuant to any provision of the DGCL or this SecondThird Amended and Restated Certificate or the Bylaws or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware, or (iv) any

action asserting a claim against the Corporation, its directors, officers or employees governed by the internal affairs doctrine, except for, as to each of (i) through (iv) above, any claim (A) as to which the Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, (C) for which the Court of Chancery does not have subject matter jurisdiction, or (D) arising under the Securities Act of 1933, as amended, as to which the Court of Chancery and the federal district court for the District of Delaware shall have concurrent jurisdiction. Notwithstanding the foregoing, the provisions of this Section 1 will not apply to suits brought to enforce a duty or liability created by the Securities Exchange Act of 1934, as amended, or any other claim for which the federal courts have exclusive jurisdiction. Any person or entity purchasing or otherwise acquiring any interest in any security of the Corporation shall be deemed to have notice of any consented to the provisions of this Section 1.

ARTICLE XIII
SEVERABILITY

If any provision or provisions (or any part thereof) of this SecondThird Amended and Restated Certificate shall be held to be invalid, illegal or unenforceable as applied to any person, entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, (i) the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this SecondThird Amended and Restated Certificate (including, without limitation, each portion of any paragraph of this SecondThird Amended and Restated Certificate containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons or entities and circumstances shall not in any way be affected or impaired thereby, and (ii) the provisions of this SecondThird Amended and Restated Certificate (including, without limitation, each portion of any paragraph of this SecondThird Amended and Restated Certificate containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to permit the Corporation to protect its directors, officers, employees and agents from personal liability in respect of their good faith service or for the benefit of the Corporation to the fullest extent permitted by law.