Exhibit 2
SECURITIES PURCHASE AGREEMENT
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of August 25, 2020, by and among AS&M SPV, LLC, a Delaware limited liability company (“Buyer”), PTE Holdings, Inc., a Texas corporation (“Seller”) and, solely with respect to Section 4, Atlas Technical Consultants, Inc., a Delaware corporation (“Atlas Parent”).
RECITALS
WHEREAS, Seller desires to sell to Buyer certain shares of Atlas Parent’s Class B Common Stock, par value $0.0001 per share (“Atlas Class B Stock”), and common units representing limited liability company interests (“Atlas Holdings Units”) in Atlas TC Holdings LLC, a Delaware limited liability company (“Atlas Holdings”);
WHEREAS, following the Closing (as defined below), Buyer shall own all of the Purchased Securities (as defined below); and
WHEREAS, in connection with the transactions contemplated by this Agreement, the Seller has entered in that certain Letter Agreement, dated as of the date hereof (the “Side Letter Amendment”), with AS&M Holdings LP, a Delaware limited partnership (“Holdings LP”), and the other parties thereto, in order to waive and modify certain terms of that certain Letter Agreement, dated as of November 12, 2019, by and among Seller, Holdings LP and the other parties thereto, as amended by that certain Letter Agreement, dated as of February 12, 2020.
NOW, THEREFORE, BE IT RESOLVED, that in consideration of the mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, the parties hereto covenant and agree as follows:
AGREEMENT
1. Sale and Purchase of Securities. As of the date hereof, upon the terms and conditions set forth in this Agreement, Seller shall sell, transfer and assign to Buyer, and Buyer agrees to purchase, all of Seller’s right, title and interest in and to 2,187,500 shares of Atlas Class B Stock and 2,187,500 Atlas Holdings Units owned by Seller (collectively, the “Purchased Securities”). Buyer shall purchase the Purchased Securities for an aggregate amount equal to $16,350,000.00 (the “Purchase Price”). Buyer shall pay the Purchase Price by wire transfer of immediately available funds, in accordance with the wire transfer instructions designated in writing by Seller to Buyer. Upon delivery to Seller of the Purchase Price, Seller acknowledges and agrees that it shall have received payment in full for such Purchased Securities, that Seller no longer owns any interest in the Purchased Securities, and that Seller is not entitled to any further payment with respect to Seller’s ownership of the Purchased Securities.
2. Representations and Warranties of Seller. Seller hereby represents and warrants to Buyer as follows:
(a) Organization. Seller (i) is duly organized and validly existing in good standing under the applicable laws of the State of Texas and (ii) has the requisite power and authority to own its property and assets and to transact the business in which it is engaged.