As filed with the Securities and
Exchange Commission on April 17, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ATLAS TECHNICAL
CONSULTANTS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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83-0808563
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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13215 Bee Cave Parkway Building B, Suite 230,
Austin, TX
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78378
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(Address of Principal Executive Offices)
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(Zip Code)
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Atlas Technical
Consultants, Inc. 2019 Incentive Plan
(Full title of the plan)
L. Joe Boyer
Chief Executive Officer
13215 Bee Cave Parkway, Building B, Suite 230
Austin, Texas
78738
(Name and address of agent for service)
(512) 851-1501
(Telephone number, including area code, of agent for service)
Copy
to:
Julian J. Seiguer, P.C.
Michael
W. Rigdon
Kirkland
& Ellis LLP
609
Main Street, Suite 4500
Houston,
TX 77005
(713) 836-3600
Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the
definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company”
in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer
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¨
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Accelerated filer
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þ
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Non-accelerated filer
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¨
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Smaller Reporting Company
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þ
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Emerging growth company
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þ
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If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
CALCULATION
OF REGISTRATION FEE
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Title of securities to be registered
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Amount to be registered(1)
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Proposed maximum offering price per share(2)
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Proposed maximum aggregate offering price(2)
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Amount of registration fee(3)
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Class A common stock, par value $0.0001 per share
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576,734
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$
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8.70
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$
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5,017,585.80
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$
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651.28
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(1)
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Pursuant
to Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”),
this registration statement also shall be deemed to cover any additional shares of Class
A common stock, par value $0.0001 per share (“Class A common stock”), of
Atlas Technical Consultants, Inc. (the “Registrant”) which may be issuable
under the Atlas Technical Consultants, Inc. 2019 Incentive Plan, as may be amended from
time to time (the “Plan”) to reflect stock splits, stock dividends, mergers
and other capital changes.
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(2)
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Estimated
solely for purposes of determining the registration fee in accordance with Rule 457(h)
under the Securities Act based upon the average of the high and low sales prices of the
Registrant’s Class A common stock as reported on the NASDAQ Global Market on April
15, 2020.
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(3)
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Pursuant to Rule 457(p) the Registrant is offsetting $651.28
of the filing fee previously paid with respect to the registration statement on Form S-3 (File Number 333-236470) filed by the
Registrant with the Securities and Exchange Commission on February 14, 2020 ($110,630.36 of which was previously used to offset
the filing fees due with respect to the registration statement on Form S-1 filed on April 17, 2020 and $11,400.84 remains unused)
against the entire filing fee of $651.28 due under this registration statement (the “Registration Statement”).
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The Registrant
will provide all participants in the Plan with the document(s) containing the information required by Part I of Form S-8, as specified
in Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the “Commission”) under the Securities Act.
In accordance with Rule 428(a)(2) of the Securities Act, the Registrant has not filed such document(s) with the Commission, but
such documents (along with the documents incorporated by reference into this Form S-8 registration statement (the “Registration
Statement”) pursuant to Item 3 of Part II hereof) shall constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act. The Registrant shall maintain a file of such documents in accordance with the provisions of Rule 428(a)(2)
of the Securities Act. Upon request, the Registrant shall furnish to the Commission or its staff a copy or copies of all of the
documents included in such file.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents
by Reference.
Except to the
extent that information is deemed furnished and not filed pursuant to securities laws and regulations, the Registrant hereby incorporates
by reference into the Registration Statement the following documents:
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(a)
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The
Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31,
2019;
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(b)
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The Registrant’s Current Reports on Form 8-K filed on
January 7, 2019, August 13, 2019, December 12, 2019, January 23, 2020, January 30, 2020, February 6, 2020, February 10, 2020, February
14, 2020, March 9, 2020, March 27, 2020, April 3, 2020, April 17, 2020, and the Current Report on Form 8-K/A filed on March 16,
2020;
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(c)
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The
Registrant’s Definitive Proxy Statement on Schedule 14A, as supplemented, originally
filed with the SEC on November 12, 2019; and
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(d)
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The
description of the Registrant’s Class A common stock set forth in its registration
statement on Form 8-A12B/A filed on November 14, 2018 pursuant to Section 12 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), and any amendment
or report filed for the purpose of updating that description.
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All documents
subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than current reports
on Form 8−K furnished pursuant to Item 2.02 or Item 7.01 of Form 8−K, including any exhibits included with such information,
unless otherwise indicated therein), prior to the filing of a post−effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such documents.
Any statement
contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this registration statement to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein, or any document forming any part of the Section
10(a) prospectus to be delivered to participants in connection herewith, modifies or supersedes such statement. Any statement
so modified or superseded shall not be deemed, except as so modified or superseded, to constitute part of this registration statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts
and Counsel.
Not applicable.
Item 6. Indemnification of Directors
and Officers.
Section 145
of the Delaware General Corporation Law (the “DGCL”), as amended, authorizes the Registrant to indemnify any director
or officer under certain prescribed circumstances and subject to certain limitations against certain costs and expenses, including
attorney’s fees actually and reasonably incurred in connection with any action, suit or proceeding, whether civil, criminal,
administrative or investigative, to which a person is a party by reason of being one of the Registrant’s directors or officers
if it is determined that such person acted in accordance with the applicable standard of conduct set forth in such statutory provisions.
The Registrant’s
second amended and restated certificate of incorporation (“Charter”) contains provisions that limit the liability
of the Registrant’s directors for monetary damages to the fullest extent permitted by Delaware law. Consequently, the Registrant’s
directors will not be personally liable to the Registrant or its stockholders for monetary damages for any breach of fiduciary
duties as directors, except liability for:
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any
breach of the director’s duty of loyalty to the Registrant or its stockholders;
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any
act or omission not in good faith or that involves intentional misconduct or a knowing
violation of law;
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unlawful
payments of dividends or unlawful stock repurchases or redemptions as provided in Section
174 of the DGCL; or
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any
transaction from which the director derived an improper personal benefit.
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The
Registrant’s Charter and amended and restated bylaws (“Bylaws”) provide
that they are required to indemnify its directors and officers, in each case to the fullest extent permitted by Delaware law.
The Bylaws also provide that the Registrant is obligated to advance expenses incurred by a director or officer in advance of the
final disposition of any action or proceeding, and permit us to secure insurance on behalf of any officer, director, employee
or other agent for any liability arising out of his or her actions in that capacity regardless of whether the Registrant would
otherwise be permitted to indemnify him or her under Delaware law. The Registrants has entered into or will enter into indemnification
agreements with its directors, executive officers and other employees as determined by its Board. With specified exceptions, these
agreements provide for indemnification for related expenses including, among other things, attorneys’ fees, judgments, fines
and settlement amounts incurred by any of these individuals in any action or proceeding. The Registrant believes that these Bylaws
provisions and indemnification agreements are necessary to attract and retain qualified persons as directors and officers. The
Registrant also maintains directors’ and officers’ liability insurance.
The
limitation of liability and indemnification provisions in the Registrant’s Charter and Bylaws may discourage stockholders
from bringing a lawsuit against its directors and officers for breach of their fiduciary duty. They may also reduce the likelihood
of derivative litigation against the Registrant’s directors and officers, even though an action, if successful, might benefit
the Registrant and its stockholders. Further, a stockholder’s investment may be adversely affected to the extent that we
the Registrant pays the costs of settlement and damage.
Item 7. Exemption from Registration
Claimed.
Not applicable.
Item 8. Exhibits.
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Exhibit
No.
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Description
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4.1
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Second Amended and Restated Certificate of Incorporation of Atlas Technical Consultants, Inc. (f/k/a Boxwood Merger Corp.) (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on February 14, 2020).
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4.2
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Amended and Restated Bylaws of Atlas Technical Consultants, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on February 14, 2020).
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4.3
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Specimen Class A common stock Certificate (incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-228018), filed with the SEC on November 15, 2018).
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5.1*
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Opinion of Kirkland & Ellis LLP.
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10.1†
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Atlas Technical Consultants, Inc. 2019 Omnibus Incentive Plan. (incorporated by reference to Exhibit 10.11 to the Company’s Current Report on Form 8-K filed with the SEC on February 14, 2020).
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10.2*†
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Form of RSU Award Agreement (Director)
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23.1*
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Consent of Kirkland & Ellis LLP (included in Exhibit 5.1).
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23.2*
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Consent of Marcum LLP, independent registered public accounting firm of Boxwood Merger Corp.
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23.3*
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Consent of Grant Thornton LLP, independent registered public accounting firm of Atlas Intermediate Holdings LLC and ATC Group Partners LLC.
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23.4*
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Consent of Deloitte & Touche LLP, independent registered public accounting firm of ATC Group Partners LLC as of and for the year ended December 31, 2018.
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24.1*
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Power of Attorney (contained on the signature page).
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†
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Management
contract and compensatory arrangement in which any director or named executive officer
participates
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Item 9. Undertakings.
(a) The
undersigned Registrant hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) to
include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) to
reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii) to
include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.
(2) That,
for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The
undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing
of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated
by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will
be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the
requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of Austin, Texas, on April 17, 2020.
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Atlas
Technical Consultants, Inc.
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By:
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/s/ L.
Joe Boyer
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Name:
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L.
Joe Boyer
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Title:
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Chief
Executive Officer
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POWER OF
ATTORNEY
KNOW BY ALL PERSONS
BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints L. Joe Boyer and Walter Powell, and
each of them, his or her true and lawful attorney-in-fact and agents with full and several power of substitution, for him or her
and his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments)
to this registration statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority
to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents
and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agents
or any of them, or their substitutes, may lawfully do or cause to be done.
Pursuant to the
requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons on behalf
of the registrant and in the capacities and on the date indicated.
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Name
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Title
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Date
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/s/ L.
Joe Boyer
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L.
Joe Boyer
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Chief
Executive Officer and Director
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April
17, 2020
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(Principal
Executive Officer)
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/s/ Walter
Powell
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Walter
Powell
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Chief
Financial Officer
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April
17, 2020
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(Principal
Financial Officer and Principal Accounting Officer)
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/s/ Brian
Ferraioli
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Brian
Ferraioli
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Director
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April
17, 2020
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(Chairman
of the Board)
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/s/
Thomas
H. Henley
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Thomas
H. Henley
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Director
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April
17, 2020
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/s/ R.
Foster Duncan
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R.
Foster Duncan
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Director
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April
17, 2020
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/s/
Jeff
Jenkins
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Jeff
Jenkins
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Director
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April
17, 2020
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/s/ Stephen
M. Kadenacy
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Stephen
M. Kadenacy
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Director
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April
17, 2020
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/s/ Leonard
Lemoine
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Leonard
Lemoine
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Director
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April
17, 2020
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/s/ Joe
Reece
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Joe
Reece
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Director
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April
17, 2020
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/s/
Daniel
G. Weiss
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Daniel
G. Weiss
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Director
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April
17, 2020
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5
Exhibit 5.1
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To
Call Writer Directly:
+1 713 836 3600
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609
Main Street, Suite 4700
Houston,
TX 77002
United
States
www.kirkland.com
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Facsimile:
+1 713 836 3601
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April
17, 2020
Atlas
Technical Consultants, Inc.
13215
Bee Cave Parkway,
Building
B, Suite 230
Austin,
TX 78738
Re:
Registration Statement on Form S-8
Ladies
and Gentlemen:
We
have acted as special counsel to Atlas Technical Consultants, Inc., a Delaware corporation (the “Company”),
with respect to the Company’s Registration Statement on Form S-8 (the “Registration Statement”)
to be filed by the Company with the Securities and Exchange Commission (the “Commission”) on or about
the date hereof. The Registration Statement relates to the registration under the Securities Act of 1933, as amended (the “Securities
Act”), by the Company of (i) shares of Class A common stock, par value $0.0001 per share (“Class A common
stock”), and (ii) any additional shares of Class A common stock of the Company which may be issuable under the its
2019 Incentive Plan, as may be amended from time to time (the “Plan”) to reflect stock splits, stock
dividends, mergers and other capital changes.
In
connection therewith, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents,
corporate records and other instruments as we have deemed necessary or advisable for purposes of this opinion, including (i) the
Registration Statement, (ii) corporate and organizational documents of the Company, (iii) certain resolutions adopted by the board
of directors of the Company, (iv) the Plan and (v) such other certificates, instruments, and documents as we have considered necessary
for purposes of this opinion. As to any facts material to our opinions, we have made no independent investigation or verification
of such facts and have relied, to the extent that we deem such reliance proper, upon certificates of public officials and officers
or other representatives of the Company.
We
have assumed (i) the legal capacity of all natural persons, (ii) the genuineness of all signatures, (iii) the authority of all
persons signing all documents submitted to us on behalf of the parties to such documents, (iv) the authenticity of all documents
submitted to us as originals, (v) the conformity to authentic original documents of all documents submitted to us as copies, (vi)
that all information contained in all documents reviewed by us is true, correct and complete, and (vii) that the Class A common
stock will be issued in accordance with the terms of the Plan.
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Beijing Boston Chicago Dallas Hong Kong London Los Angeles Munich New York Palo Alto San Francisco Shanghai Washington, D.C.
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Based
on the foregoing and subject to the limitations set forth herein, and having due regard for the legal considerations we deem relevant,
we are of the opinion that the shares of Class A common stock have been duly authorized and, when the shares of Class A common
stock are issued by the Company in accordance with the terms of the Plan and the instruments executed pursuant to the Plan, as
applicable, the shares of Class A common stock will be validly issued, fully paid and non-assessable.
This
opinion is limited in all respects to the General Corporation Law of the State of Delaware. We express no opinion as to any other
law or any matter other than as expressly set forth above, and no opinion as to any other law or matter may be inferred or implied
here from. The opinions expressed herein are rendered as of the date hereof and we expressly disclaim any obligation to update
this letter or advise you of any change in any matter after the date hereof.
We
hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement. We also consent
to the reference to our firm under the heading “Legal Matters” in the Registration Statement.
We
do not find it necessary for the purposes of this opinion, and accordingly we do not purport to cover herein, the application
of the securities or “Blue Sky” laws of the various states to the sale of the shares of Class A common stock.
This
opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated
herein. This opinion speaks only as of the date hereof and we assume no obligation to revise or supplement this opinion after
the date of effectiveness should the General Corporation Law of the State of Delaware be changed by legislative action, judicial
decision or otherwise after the date hereof.
This
opinion may be filed as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we come
within the category of persons whose consent is required under Section 7 of the Act.
This
opinion is furnished to you in connection with the filing of the Registration Statement in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act, and is not to be used, circulated, quoted or otherwise relied
upon for any other purpose.
Sincerely,
/s/
Kirkland & Ellis LLP
Kirkland &
Ellis LLP
Exhibit 10.2
ATLAS TECHNICAL CONSULTANTS, INC.
[DATE]
NON-EMPLOYEE DIRECTOR
RESTRICTED STOCK UNIT AGREEMENT
* * * * *
Participant:___________________
Grant Date:___________________
Number of Restricted Stock Units Granted:___________________
* * * * *
THIS NON-EMPLOYEE DIRECTOR
RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is
entered into by and between ATLAS TECHNICAL CONSULTANTS, INC., a corporation organized in the State of Delaware (the “Company”),
and the Participant specified above, pursuant to the Atlas Technical Consultants, Inc. 2019 Omnibus Incentive Plan, as in effect
and as amended from time to time (the “Plan”), which is administered by the Administrator (as defined in the
Plan).
WHEREAS, it has
been determined under the Plan that it would be in the best interests of the Company to grant the Restricted Stock Units (“RSUs”)
provided herein to the Participant.
NOW, THEREFORE,
in consideration of the mutual covenants and promises hereinafter set forth and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby mutually covenant and agree as follows:
1.
Incorporation By Reference; Plan Document Receipt. This Agreement is subject in all respects to the terms and provisions
of the Plan (including, without limitation, any amendments thereto adopted at any time and from time to time unless such amendments
are expressly intended not to apply to the Award provided hereunder), all of which terms and provisions are made a part of and
incorporated in this Agreement as if they were each expressly set forth herein. Except as provided otherwise herein, any capitalized
term not defined in this Agreement shall have the same meaning as is ascribed thereto in the Plan. The Participant hereby acknowledges
receipt of a true copy of the Plan and that the Participant has read the Plan carefully and fully understands its content. In the
event of any conflict between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall control.
2.
Grant of Restricted Stock Unit Award. The Company hereby grants to the Participant, as of the Grant Date specified
above, the number of RSUs specified above. Except as otherwise provided by the Plan, the Participant agrees and understands that
nothing contained in this Agreement provides, or is intended to provide, the Participant with any protection against potential
future dilution of the Participant’s interest in the Company for any reason, and no adjustments shall be made for dividends
in cash or other property, distributions or other rights in respect of the shares of Common Stock underlying the RSUs, except
as otherwise specifically provided for in the Plan or this Agreement.
3.
Vesting of RSUs. The RSUs shall be fully vested as of the Grant Date and shall not be subject to any Restricted Period
(meaning that the RSUs are nonforfeitable as of the Grant Date and are not subject to any continued service requirements) and shall
be settled in accordance with Section 4(a) hereof.
4.
Delivery of Shares.
(a)
General. On December 1, 2020 or within thirty (30) days thereafter, the Company shall issue to the Participant the
number of shares of Common Stock that correspond to the number of RSUs specified above.
(b)
Blackout Periods. If the Participant is subject to any Company “blackout” policy or other trading restriction
imposed by the Company on the date the shares of Common Stock would otherwise be issued pursuant to Section 4(a) hereof,
such issuance shall be instead made on the earlier of (i) the date that the Participant is not subject to any such policy or restriction
and (ii) March 15, 2021.
5.
Rights as Stockholder. The Participant shall have no rights as a stockholder with respect to any shares of Common
Stock covered by any RSUs until the Participant has become the holder of record of such shares.
6.
Non-Transferability. The RSUs, and any rights and interests with respect thereto, issued under this Agreement and
the Plan shall not be sold, exchanged, transferred, assigned, pledged, encumbered or otherwise disposed of or hypothecated in any
way by the Participant (or any beneficiary of the Participant who holds the RSUs as a result of a Transfer by will or by the laws
of descent and distribution), other than in accordance with the provisions of Section 17 of the Plan.
7.
Governing Law; Jurisdiction and Venue. All questions arising with respect to the provisions of this Agreement shall
be determined by application of the laws of Delaware, without giving any effect to any conflict of law provisions thereof, except
to the extent Delaware state law is preempted by federal law. The obligation of the Company to sell and deliver Common Stock hereunder
is subject to applicable laws and to the approval of any governmental authority required in connection with the authorization,
issuance, sale, or delivery of such Common Stock. The Company and the Participant shall irrevocably and unconditionally (a) submit
in any proceeding relating to the Plan or this Agreement, or for the recognition and enforcement of any judgment in respect thereof
(a “Proceeding”), to the exclusive jurisdiction of the courts located in Austin, Texas, the court of the United
States of America for the Western District of Texas, and appellate courts having jurisdiction of appeals from any of the foregoing,
and agree that all claims in respect of any such Proceeding shall be heard and determined in such Texas State court or, to the
extent permitted by law, in such federal court, (b) consent that any such Proceeding may and shall be brought in such courts and
waives any objection that the Company and the Participant may now or thereafter have to the venue or jurisdiction of any such
Proceeding in any such court or that such Proceeding was brought in an inconvenient court and agree not to plead or claim the
same, (c) waive all right to trial by jury in any Proceeding (whether based on contract, tort or otherwise) arising out of or
relating to the Plan or this Agreement, (d) agree that service of process in any such Proceeding may be effected by mailing a
copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party,
in the case of a Participant, at the Participant’s address shown in the books and records of the Company or, in the case
of the Company, at the Company’s principal offices, attention General Counsel, and (e) agree that nothing in the Plan shall
affect the right to effect service of process in any other manner permitted by the laws of the State of Delaware.
8.
Legend. The Company may at any time place legends referencing any applicable federal, state or foreign securities
law restrictions on all certificates, if any, representing shares of Common Stock issued pursuant to this Agreement. The Participant
shall, at the request of the Company, promptly present to the Company any and all certificates, if any, representing shares of
Common Stock acquired pursuant to this Agreement in the possession of the Participant in order to carry out the provisions of this
Section 8.
9.
Securities Representations. This Agreement is being entered into by the Company in reliance upon the following express
representations and warranties of the Participant. The Participant hereby acknowledges, represents and warrants that:
(a)
The Participant has been advised that the Participant may be an “affiliate” within the meaning of Rule 144 under
the Securities Act and in this connection the Company is relying in part on the Participant’s representations set forth in
this Section 9.
(b)
If the Participant is deemed an affiliate within the meaning of Rule 144 of the Securities Act, the shares of Common Stock
issuable hereunder must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company
files an additional registration statement (or a “re-offer prospectus”) with regard to such shares of Common Stock
and the Company is under no obligation to register such shares of Common Stock (or to file a “re-offer prospectus”).
(c)
If the Participant is deemed an affiliate within the meaning of Rule 144 of the Securities Act, the Participant understands
that (i) the exemption from registration under Rule 144 will not be available unless (A) a public trading market then exists for
the Common Stock of the Company, (B) adequate information concerning the Company is then available to the public, and (C) other
terms and conditions of Rule 144 or any exemption therefrom are complied with, and (ii) any sale of the shares of Common Stock
issuable hereunder may be made only in limited amounts in accordance with the terms and conditions of Rule 144 or any exemption
therefrom.
10.
Entire Agreement; Amendment. This Agreement, together with the Plan, contains the entire agreement between the parties
hereto with respect to the subject matter contained herein, and supersedes all prior agreements or prior understandings, whether
written or oral, between the parties relating to such subject matter. This Agreement may be amended the Board or by the Committee
at any time (a) if the Board or the Committee determines, in its sole discretion, that amendment is necessary or advisable in light
of any addition to or change in any federal or state, tax or securities law or other law or regulation, which change occurs after
the Grant Date and by its terms applies to the Award; or (b) other than in the circumstances described in clause (a) or provided
in the Plan, with the Participant’s consent.
11.
Notices. All notices required or permitted under this Agreement must be in writing and personally delivered or sent
by certified mail, return receipt requested, and shall be deemed to be delivered on the date on which it is actually received
by the person to whom it is properly addressed, in the case of a Participant, at the Participant’s address shown in the
books and records of the Company or, in the case of the Company, at the Company’s principal offices, attention General Counsel.
Any person entitled to notice hereunder may waive such notice in writing.
12.
No Right to Continued Service. Any questions as to whether and when there has been a termination of service as a
non-employee Director and the cause of such termination of service shall be determined in the sole discretion of the Board. Nothing
in this Agreement confers upon you the right to continue in the employ of or performing services for the Company or any subsidiary,
or interfere in any way with the rights of the Company or any subsidiary to terminate your employment or service relationship at
any time, subject to any employment agreement or other service agreement in effect between the Company and the Participant.
13.
Transfer of Personal Data. The Participant authorizes, agrees and unambiguously consents to the transmission by the
Company (or any subsidiary) of any personal data information related to the RSUs awarded under this Agreement for legitimate business
purposes (including, without limitation, the administration of the Plan). This authorization and consent is freely given by the
Participant.
14.
Compliance with Laws. Notwithstanding any provision of this Agreement to the contrary, the issuance of the RSUs (and
the shares of Common Stock upon settlement of the RSUs) pursuant to this Agreement will be subject to compliance with all applicable
requirements of federal, state, or foreign law with respect to such securities and with the requirements of any stock exchange
or market system upon which the Common Stock may then be listed. No Common Stock will be issued hereunder if such issuance would
constitute a violation of any applicable federal, state, or foreign securities laws or other law or regulations or the requirements
of any stock exchange or market system upon which the Common Stock may then be listed. In addition, Common Stock will not be issued
hereunder unless (a) a registration statement under the Securities Act of 1933, as amended (the “Act”), is at
the time of issuance in effect with respect to the shares issued or (b) in the opinion of legal counsel to the Company, the shares
issued may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Act. The
inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s
legal counsel to be necessary to the lawful issuance and sale of any shares subject to the Award will relieve the Company of any
liability in respect of the failure to issue such shares of Common Stock as to which such requisite authority has not been obtained.
As a condition to any issuance hereunder, the Company may require the Participant to satisfy any qualifications that may be necessary
or appropriate to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect
to such compliance as may be requested by the Company. From time to time, the Board and appropriate officers of the Company are
authorized to take the actions necessary and appropriate to file required documents with governmental authorities, stock exchanges,
and other appropriate Persons to make shares of Common Stock available for issuance.
15.
Section 409A. This Agreement and the Plan are intended to comply with, or be exempt from, the applicable requirements
of Section 409A of the Code and shall be limited, construed and interpreted in accordance with such intent. To the extent that
this Award is subject to Section 409A of the Code, it shall be paid in a manner that will comply with Section 409A of the Code,
including proposed, temporary or final regulations or any other guidance issued by the Secretary of the Treasury and the Internal
Revenue Service with respect thereto. The Company shall have no liability to a Participant, or any other party, if an Award that
is intended to be exempt from, or compliant with, Section 409A of the Code is not so exempt or compliant or for any action taken
by the Committee or the Company and, in the event that any amount or benefit under this Agreement or the Plan becomes subject to
penalties under Section 409A of the Code, responsibility for payment of such penalties shall rest solely with the affected Participants
and not with the Company.
16.
Taxes. The Participant shall be solely responsible for any applicable taxes and penalties, and any interest that
accrues thereon, that the Participant incurs in connection with the receipt, vesting or settlement of the RSUs granted hereunder,
and the Company shall have no withholding obligations with respect thereto.
17.
Binding Agreement; Assignment. This Agreement shall inure to the benefit of, be binding upon, and be enforceable
by the Company and its successors and assigns. The Participant shall not assign any part of this Agreement without the prior express
written consent of the Company, which consent may not be unreasonably withheld, conditioned or delayed.
18.
Headings. The titles and headings of the various sections of this Agreement have been inserted for convenience of
reference only and shall not be deemed to be a part of this Agreement.
19.
Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an
original, but all of which shall constitute one and the same instrument.
20.
Further Assurances. Each party hereto shall do and perform (or shall cause to be done and performed) all such further
acts and shall execute and deliver all such other agreements, certificates, instruments and documents as either party hereto reasonably
may request in order to carry out the intent and accomplish the purposes of this Agreement and the Plan and the consummation of
the transactions contemplated thereunder.
21.
Severability. If any provision of this Agreement is held to be illegal or invalid for any reason, the illegality
or invalidity shall not affect the remaining provisions hereof, but such provision shall be fully severable and this Agreement
shall be construed and enforced as if the illegal or invalid provision had never been included herein.
[Remainder of
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By
signing below, the Participant hereby acknowledges receipt of the RSUs issued on the Grant Date indicated above, which have been
issued under the terms and conditions of the Plan and this Agreement.
ATLAS TECHNICAL CONSULTANTS, INC.
By:________________________________
Name:______________________________
Title:_______________________________
Accepted by:
___________________________________
[Name of Participant]
Date:_______________________________