4,000,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • July 21st, 2014 • 1347 Capital Corp • Blank checks • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 21st, 2014 • 1347 Capital Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of July 15, 2014, by and among 1347 Capital Corp., a Delaware corporation (the “Company”), and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and, collectively, the “Investors”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • June 30th, 2014 • 1347 Capital Corp • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [____________], 2014, by and between 1347 CAPITAL CORP., a Delaware corporation (the “Company”), and [_____________] (“Indemnitee”).
RIGHTS AGREEMENTRights Agreement • July 21st, 2014 • 1347 Capital Corp • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of July 15, 2014 between 1347 Capital Corp., a Delaware corporation, with offices at 150 Pierce Road, 6th Floor, Itasca, IL 60143 (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (the “Right Agent”).
EARLYBIRDCAPITAL, INC. New York, New York 100161347 Capital Corp • July 21st, 2014 • Blank checks • New York
This is to confirm our agreement whereby 1347 Capital Corp., a Delaware corporation (“Company”), has requested EarlyBirdCapital, Inc. (the “Advisor”) to assist it in connection with the Company consummating a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-195695) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”) .
Amended and Restated Credit Agreement among Limbach Facility Services LLC, a Delaware limited liability company, as Borrower, Limbach Holdings LLC, a Delaware limited liability company, as Intermediate Holdco, The Guarantors from time to time party...Credit Agreement • December 3rd, 2021 • Limbach Holdings, Inc. • Construction - special trade contractors • Illinois
WARRANT AGREEMENTWarrant Agreement • June 30th, 2014 • 1347 Capital Corp • Blank checks • New York
This Warrant Agreement (this “Agreement”) is made as of [_________], 2014 between 1347 Capital Corp., a Delaware corporation, with offices at 150 Pierce Road, 6th Floor, Itasca, IL 60143 (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (the “Warrant Agent”).
FINANCING AGREEMENT Dated as of April 12, 2019 by and among LIMBACH HOLDINGS, INC., as Ultimate Parent, LIMBACH HOLDINGS LLC, as Parent, LIMBACH FACILITY SERVICES LLC AND EACH SUBSIDIARY THEREOF LISTED AS A BORROWER ON THE SIGNATURE PAGES HERETO, as...Financing Agreement • April 15th, 2019 • Limbach Holdings, Inc. • Construction - special trade contractors
Financing Agreement, dated as of April 12, 2019, by and among Limbach Holdings, Inc., a Delaware corporation (“Ultimate Parent”), Limbach Holdings LLC, a Delaware limited liability company (“Parent”), Limbach Facility Services LLC, a Delaware limited liability company (“Limbach”), each subsidiary of Limbach listed as a “Borrower” on the signature pages hereto (together with Limbach, each a “Borrower” and collectively, jointly and severally, the “Borrowers”), each subsidiary of Ultimate Parent listed as a “Guarantor” on the signature pages hereto (together with Ultimate Parent, Parent and each other Person that executes a joinder agreement and becomes a “Guarantor” hereunder, each a “Guarantor” and collectively, jointly and severally, the “Guarantors”), the lenders from time to time party hereto (each a “Lender” and collectively, the “Lenders”), Cortland Capital Market Services LLC (“Cortland”), as collateral agent for the Secured Parties (in such capacity, together with its successors
1,783,500 Shares1 Limbach Holdings, Inc. Common Stock, par value $0.0001 per share UNDERWRITING AGREEMENTUnderwriting Agreement • February 10th, 2021 • Limbach Holdings, Inc. • Construction - special trade contractors • New York
Limbach Holdings, Inc., a Delaware corporation (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 1,783,500 shares (the “Firm Shares”) of Common Stock, par value $0.0001 per share (the “Common Stock”), of the Company. The Firm Shares consist of authorized but unissued shares of Common Stock to be issued and sold by the Company. The Company also has granted to the Underwriters an option to purchase up to 267,525 additional shares of Common Stock on the terms and for the purposes set forth in Section 3 hereof (the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Underwriting Agreement are herein collectively called the “Securities.”
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 5th, 2014 • 1347 Capital Corp • Delaware
This Securities Purchase Agreement (this “Agreement”), effective as of April 17, 2014, is made and entered into by and between 1347 Capital Corp., a Delaware corporation (the “Company”), and 1347 Investors LLC, a Delaware limited liability company (“Buyer”).
Second Amended and Restated Credit AgreementCredit Agreement • May 8th, 2023 • Limbach Holdings, Inc. • Construction - special trade contractors • Illinois
This Second Amended and Restated Credit Agreement is entered into as of May 5, 2023, by and among Limbach Facility Services LLC, a Delaware limited liability company (the “Borrower”), Limbach Holdings LLC, a Delaware limited liability company (the “Intermediate Holdco”), and the direct and indirect Subsidiaries of the Borrower from time to time party to this Agreement, as Guarantors, the various institutions from time to time party to this Agreement, as Lenders, and Wheaton Bank & Trust Company, N.A., a subsidiary of Wintrust Financial Corporation (“Wintrust”), as Administrative Agent and L/C Issuer.
July 15, 2014Underwriting Agreement • July 21st, 2014 • 1347 Capital Corp • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between 1347 Capital Corp., a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc., as Representative (the “Representative”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), one right (“Right”) to receive one-tenth of one share of Common Stock upon consummation of the Company’s initial Business Combination, and one warrant to purchase one-half of one share of Common Stock (“Warrant”). Certain capitalized terms used herein are defined in paragraph 14 hereof.
PRIVATE UNITS PURCHASE AGREEMENTPrivate Units Purchase Agreement • July 21st, 2014 • 1347 Capital Corp • Blank checks • Delaware
THIS PRIVATE UNITS PURCHASE AGREEMENT, dated as of July 15, 2014 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between 1347 Capital Corp., a Delaware corporation (the “Company”), and 1347 Investors LLC, a Delaware limited liability company (the “Purchaser”).
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • April 15th, 2019 • Limbach Holdings, Inc. • Construction - special trade contractors • New York
This PLEDGE AND SECURITY AGREEMENT, dated as of April 12, 2019 (this “Agreement”), is made by each of the Loan Parties party hereto (each a “Grantor” and collectively, the “Grantors”), in favor of Cortland Capital Market Services LLC (“Cortland”), in its capacity as collateral agent for the Secured Parties referred to below (in such capacity, together with its successors and assigns in such capacity, if any, the “Collateral Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 30th, 2014 • 1347 Capital Corp • Blank checks • New York
This Agreement is made as of [_____], 2014 by and between 1347 Capital Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
July 15, 2014Underwriting Agreement • July 21st, 2014 • 1347 Capital Corp • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between 1347 Capital Corp., a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc., as Representative (the “Representative”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), one right (“Right”) to receive one-tenth of one share of Common Stock upon consummation of the Company’s initial Business Combination, and one warrant to purchase one-half of one share of Common Stock (“Warrant”). Certain capitalized terms used herein are defined in paragraph 14 hereof.
WARRANT AGREEMENTWarrant Agreement • July 21st, 2014 • 1347 Capital Corp • Blank checks • New York
This Warrant Agreement (this “Agreement”) is made as of July 15, 2014 between 1347 Capital Corp., a Delaware corporation, with offices at 150 Pierce Road, 6th Floor, Itasca, IL 60143 (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (the “Warrant Agent”).
15 EXERCISE PRICE SPONSOR WARRANTS PURCHASE AGREEMENTPrice Sponsor Warrants Purchase Agreement • July 21st, 2014 • 1347 Capital Corp • Blank checks • Delaware
THIS $15 EXERCISE PRICE SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of July 15, 2014 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between 1347 Capital Corp., a Delaware corporation (the “Company”), and 1347 Investors LLC, a Delaware limited liability company (the “Purchaser”).
Limbach Holdings, Inc. Limbach Holdings, Inc. Omnibus Incentive Plan TIME-Based and Performance-based RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • September 6th, 2017 • Limbach Holdings, Inc. • Construction - special trade contractors • Delaware
This TIME-BASED AND PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is made effective as of [DATE], 2017 (the “Grant Date”) by and between Limbach Holdings, Inc., a Delaware corporation (the “Company”), and [______________________] (the “Participant”), pursuant to the Limbach Holdings, Inc. Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”). Capitalized terms that are not defined herein shall have the meanings given to such terms in the Plan.
Subordination and Intercreditor AgreementSubordination and Intercreditor Agreement • July 26th, 2016 • Limbach Holdings, Inc. • Blank checks • New York
This Subordination and Intercreditor Agreement (as amended, restated, supplemented or otherwise modified in accordance with the terms hereof, this “Subordination and Intercreditor Agreement”) dated as of July 20, 2016, is by and between Fifth Third Bank, an Ohio banking corporation, as administrative agent for the Senior Lenders (as defined below) (in such capacity, “Senior Agent”) and Alcentra Capital Corporation, a Maryland corporation, as administrative agent for the Subordinated Lenders (in such capacity, “Subordinate Agent”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • July 21st, 2014 • 1347 Capital Corp • Blank checks • New York
This STOCK ESCROW AGREEMENT, dated as of July 15, 2014 (this “Agreement”), is made by and among 1347 CAPITAL CORP., a Delaware corporation (“Company”), 1347 INVESTORS LLC, a Delaware limited liability company (the “Initial Stockholder”), and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
AMENDMENT NO. 2 TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 17th, 2017 • Limbach Holdings, Inc. • Construction - special trade contractors • Delaware
This Amendment No. 2 to the Amended and Restated Registration Rights Agreement (this “Amendment”) is dated November 23, 2016 and amends that certain Amended and Restated Registration Rights Agreement, dated as of July 20, 2016, as amended on October 11, 2016, by and among Limbach Holdings, Inc. (the “Company”) and the Investors (as defined in the Agreement) party thereto (as amended, the “Agreement”).
STOCKHOLDER LOCKUP AGREEMENTStockholder Lockup Agreement • July 26th, 2016 • Limbach Holdings, Inc. • Blank checks • New York
This Lockup Agreement (this “Agreement”) is made and entered into as of July 20, 2016, by and among 1347 Capital Corp., a Delaware corporation (“1347 Capital”) and the person set forth on the signature pages hereto (“Stockholder”). Each capitalized term used, but not otherwise defined, herein has the respective meaning ascribed to such term in the Agreement and Plan of Merger, dated as of March 23, 2016, by and among 1347 Capital, Limbach Holdings LLC (“Limbach”) and FdG HVAC LLC, as Limbach Holders’ Representative (the “Merger Agreement”).
ContractLimbach Holdings, Inc. • September 15th, 2016 • Construction - special trade contractors • New York
This Warrant and the securities issuable upon exercise of this Warrant have not been registered under the Securities Act of 1933, as amended (the “Act”), or qualified under any state or foreign securities laws and may not be offered for sale, sold, pledged, hypothecated or otherwise transferred or assigned unless (i) a registration statement covering such securities is effective under the Act and is qualified under applicable state and foreign law or (ii) the transaction is exempt from the registration and prospectus delivery requirements under the Act and the qualification requirements under applicable state and foreign law and, if the Company requests, an opinion satisfactory to the Company to such effect has been rendered by counsel.
●] Shares of Common Stock Limbach Holdings, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • December 7th, 2016 • Limbach Holdings, Inc. • Construction - special trade contractors • New York
Limbach Holdings, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule A hereto (the “Underwriters,”), acting severally and not jointly, for whom D.A. Davidson & Co. is acting as representative (in such capacity, the “Representative”), an aggregate of [●] shares (the “Company Firm Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and certain stockholders of the Company named in Schedule B hereto (the “Selling Stockholders”) propose to sell to the Underwriters, acting severally and not jointly, the respective number of shares of Common Stock set forth on Schedule B hereto (the “Selling Stockholder Shares” and, together with the Company Firm Shares, the “Firm Shares”). In addition, the Company has granted to the Underwriters, acting severally and not jointly, an option to purchase all or any part of up to an additional [●] shares of Common Stock (the “Option Shares”) as provided in S
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONPro Forma Condensed Combined Financial Information • February 11th, 2022 • Limbach Holdings, Inc. • Construction - special trade contractors
On December 2, 2021 (the “Effective Date”), Limbach Holdings, Inc. (the “Company” or “Limbach”) and Limbach Facility Services LLC (“LFS”), a Delaware limited liability company and wholly-owned subsidiary of the Company, entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with Jake Marshall, LLC (“JMLLC”), Coating Solutions, LLC, a Tennessee limited liability company (“CSLLC” and together with JMLLC, the “Acquired Companies” and each an “Acquired Company”) and the owners of the Acquired Companies (collectively, the “Sellers”), pursuant to which LFS purchased all of the outstanding membership interests in the Acquired Companies from the Sellers (the transactions contemplated by the Purchase Agreement collectively being the “Jake Marshall Transaction”). The Jake Marshall Transaction closed on the Effective Date. As a result of the Jake Marshall Transaction, each of the Acquired Companies became wholly-owned indirect subsidiaries of the Company.
October 23, 2019 Mr. John T. Jordan, Jr. 18313 Kemper Lakes Court Leesburg, VA 20176 Re: Separation Agreement Dear John:Separation Agreement • October 30th, 2019 • Limbach Holdings, Inc. • Construction - special trade contractors
Per our discussions, this letter confirms that your employment as Executive Vice President & Chief Financial Officer for Limbach Facility Services LLC (the “Company”) is ended, effective September 30, 2019.
Credit Agreement among Limbach Facility Services LLC, a Delaware limited liability company, as Borrower, Limbach Holdings LLC, a Delaware limited liability company, as Parent, The Guarantors from time to time party hereto, The Lenders from time to...Joint Venture Agreement • July 26th, 2016 • Limbach Holdings, Inc. • Blank checks • New York
This Credit Agreement is entered into as of July 20, 2016, by and among Limbach Facility Services LLC, a Delaware limited liability company (the “Borrower”), Limbach Holdings LLC, a Delaware limited liability company (the “Parent”), and the direct and indirect Subsidiaries of the Borrower from time to time party to this Agreement, as Guarantors, the various institutions from time to time party to this Agreement, as Lenders, Fifth Third Bank, an Ohio banking corporation, as Administrative Agent and L/C Issuer, The PrivateBank and Trust Company, as Co-Documentation Agent and Wheaton Bank & Trust Company, a subsidiary of Wintrust Financial Corp., as Co-Documentation Agent.
Voting and Lockup AGREEMENTVoting and Lockup Agreement • March 29th, 2016 • 1347 Capital Corp • Blank checks • Delaware
This VOTING AGREEMENT (this “Agreement”) is made and entered into as of March 25, 2016, by and among 1347 Capital Corp., a Delaware corporation (“1347 Capital”), and the undersigned equity owner (“Seller”) of Limbach Holdings LLC (the “Company”).
Second Amendment to Credit Agreement and Limited WaiverCredit Agreement • January 12th, 2018 • Limbach Holdings, Inc. • Construction - special trade contractors • Ohio
This Second Amendment to Credit Agreement and Limited Waiver (herein, this “Amendment”) is entered into as of January 12, 2018, by and among Limbach Facility Services LLC, a Delaware limited liability company (the “Borrower”), Limbach Holdings LLC, a Delaware limited liability company (the “Parent”), the other Guarantors party hereto, the Lenders party hereto, and Fifth Third Bank, an Ohio banking corporation, as Administrative Agent and L/C Issuer.
First Amendment To Credit Agreement, Limited Waiver And ConsentCredit Agreement • April 15th, 2019 • Limbach Holdings, Inc. • Construction - special trade contractors
This First Amendment to Credit Agreement, Limited Waiver and Consent (herein, this “Amendment”) is entered into as of December 15, 2016, by and among Limbach Facility Services LLC, a Delaware limited liability company (the “Borrower”), Limbach Holdings LLC, a Delaware limited liability company (the “Parent”), the other Guarantors party hereto, the Lenders party hereto, and Fifth Third Bank, an Ohio banking corporation, as Administrative Agent and L/C Issuer.
EMPLOYMENT TRANSITION AGREEMENTEmployment Transition Agreement • January 17th, 2023 • Limbach Holdings, Inc. • Construction - special trade contractors • New York
THIS EMPLOYMENT TRANSITION AGREEMENT (including the Exhibits and Schedules hereto, this “Agreement”), dated as of January 17, 2023, is by and between Limbach Facility Services, LLC, a Delaware limited liability company (“Limbach Services” and the successor to 1347 Capital Corp., a Delaware corporation) (“1347”), Limbach Holdings, Inc. a Delaware corporation (the “Company”) and the parent of Limbach Services and Charles A. Bacon, III (the “Executive”).
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • July 18th, 2016 • 1347 Capital Corp • Blank checks • New York
This AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of July 18, 2016, further amends the Agreement and Plan of Merger, dated as of March 23, 2016, by and among Limbach Holdings LLC (“Company”), 1347 Capital Corp. (“1347 Capital”), and FdG HVAC LLC, a Delaware limited liability company, solely in its capacity as the Limbach Holders’ Representative pursuant to the designation in Section 10.17 thereof, as amended by that Amendment No. 1 to Agreement and Plan of Merger, dated July 11, 2016 (such agreement, as so amended, the “Merger Agreement”).
PREFERRED STOCK REPURCHASE AGREEMENTPreferred Stock Repurchase Agreement • July 17th, 2017 • Limbach Holdings, Inc. • Construction - special trade contractors • Delaware
THIS PREFERRED STOCK REPURCHASE AGREEMENT (this “Agreement”) is made and entered into as of July 14, 2017 by and between 1347 Investors LLC, a Delaware limited liability company (the “Seller”), and Limbach Holdings, Inc., a Delaware corporation (the “Company”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 29th, 2016 • 1347 Capital Corp • Blank checks • New York
WHEREAS, the Company has entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated as of March 23, 2016, by and among Holdings, the Company and FdG HVAC LLC (as the Limbach Holders’ Representative), pursuant to which a wholly owned subsidiary of the Company will merge with and into Holdings, with Holdings continuing as the surviving entity (the “Merger”);
