X0306 4 2020-03-10 1 0001751143 ATLAS TECHNICAL CONSULTANTS, INC. ATCX 0001659413 Reece Joseph E C/O ATLAS TECHNICAL CONSULTANTS, INC. 13215 BEE CAVE PARKWAY BLDG B, STE 230 AUSTIN TX 78738 1 0 0 0 Class A Common Stock 2020-03-10 4 J 0 32688 A 57688 D In connection with the acquisition (the "Acquisition") of Atlas Technical Consultants, Inc. ("Atlas") by Boxwood Merger Corporation, Inc. ("Boxwood"), Helena Capital Advisors, LP ("Helena") along with other financial advisors and underwriters, elected to receive their respective fees in connection with the Acquisition in the form of Class A common stock of Atlas ("Class A common stock") in lieu of cash. As Mr. Reece resigned from Helena on October 14th, 2019, he did not participate in the election to receive shares of Class A common stock in lieu of a cash fee. On November 5, 2019, Mr. Reece executed a separation agreement with Helena (the "Separation Agreement") where he released all claims on future equity and also assumed certain obligations. (continued from footnote 1) The Separation Agreement obligated Helena to make certain cash payments to Mr. Reece in the future. As Helena elected to receive shares of Class A common stock in lieu of a cash fee in connection with work that it had undertaken for Boxwood, the principals of Helena elected to distribute a portion of these shares to Mr. Reece in satisfaction of the obligation owed him under the Separation Agreement. As a result of this payment under the Separation Agreement, Mr. Reece received 32,688 shares of Class A common stock on March 10th, 2020 with a value of $10.23 per share. Mr. Reece has elected to include these shares of Class A common stock with the securities currently held by Mr. Reece that are subject to a lockup period ending on February 14, 2021 pursuant to a lockup agreement entered into by the Mr. Reece in connection with the Acquisition. /s/ Joseph E. Reece, by Bradford Twombly as Attorney-in-Fact 2020-03-11