LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 5th, 2016 • 1347 Investors LLC • Blank checks • New York
THIS LOAN AND SECURITY AGREEMENT (as it may be amended or supplemented from time to time, the “Agreement”) is dated as of July 18, 2016, and made by and between Kingsway Amigo Insurance Company Trust (the “Lender”) and 1347 Investors LLC, a Delaware limited liability company (“Borrower”).
SHARE PURCHASE AND TRANSFER AGREEMENTShare Purchase and Transfer Agreement • August 5th, 2016 • 1347 Investors LLC • Blank checks • Delaware
This Share Purchase and Transfer Agreement (“Agreement”), dated July 14, 2016, is by and between Marvin Boris (the “Purchaser”) and 1347 Investors LLC (the “Insider”).
July 18, 20161347 Investors LLC • August 5th, 2016 • Blank checks
Reference is made to that certain Loan and Security Agreement (the “Loan and Security Agreement”), dated as of July 18, 2016, by and among Jemada Holdings LLC (the “Lender”) and 1347 Investors LLC (the “Company”). As consideration for Lender’s entry into the Loan and Security Agreement, the Company is delivering this letter (the “Letter Agreement”). The terms of the Loan and Security Agreement remain in full force and effect and are not amended hereby.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 5th, 2016 • 1347 Investors LLC • Blank checks • New York
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of July 14, 2016, is entered into between Brookdale Global Opportunity Fund, a Cayman Islands exempted company (the “Seller”), 1347 Investors LLC, a Delaware limited liability company (“Buyer”), Continental Stock Transfer & Trust Co., in its capacity as transfer agent and escrow agent (“Transfer Agent” or “Escrow Agent”), and 1347 Capital Corp., a Delaware corporation (the “Company”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 5th, 2016 • 1347 Investors LLC • Blank checks • New York
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of July 18, 2016, is entered into between Polar Multi-Strategy Master Fund a Cayman Corp. (the “Seller”), 1347 Investors LLC, a Delaware limited liability company (“Buyer”), Continental Stock Transfer & Trust Co., in its capacity as transfer agent and escrow agent (“Transfer Agent” or “Escrow Agent”), and 1347 Capital Corp., a Delaware corporation (the “Company”).
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)Joint Filing Agreement • August 5th, 2016 • 1347 Investors LLC • Blank checks
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 5th, 2016 • 1347 Investors LLC • Blank checks • New York
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of July 15, 2016, is entered into between AQR FUNDS – AQR DIVERSIFIED ARBITRAGE FUND, a series of Delaware Statutory Trust, ADVANCED SERIES TRUST, a series of Massachussetts Trust, acting solely on behalf of AST Academic Strategies Asset Allocation Portfolio (Diversified Arbitrage Investment Sleeve) (Collectively the “Sellers”), 1347 Investors LLC, a Delaware limited liability company (“Buyer”), Continental Stock Transfer & Trust Co., in its capacity as transfer agent and escrow agent (“Transfer Agent” or “Escrow Agent”), and 1347 Capital Corp., a Delaware corporation (the “Company”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 5th, 2016 • 1347 Investors LLC • Blank checks • New York
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of July 14, 2016, is entered into between each of the sellers listed on the signature pages hereto (the “Sellers”), 1347 Investors LLC, a Delaware limited liability company (“Buyer”), Continental Stock Transfer & Trust Co., in its capacity as transfer agent and escrow agent (“Transfer Agent” or “Escrow Agent”), and 1347 Capital Corp., a Delaware corporation (the “Company”).
July 18, 2016Letter Agreement • August 5th, 2016 • 1347 Investors LLC • Blank checks • Delaware
Reference is made to that certain Loan and Security Agreement (the “Loan and Security Agreement”), dated as of July 18, 2016, by and among the lenders party thereto (the “Lenders”) and 1347 Investors LLC (the “Company”). In connection with the Lenders’ entry into the Loan and Security Agreement, GrizzlyRock Value Partners, LP (“GRVP”) has conducted certain due diligence on behalf of itself and the other Lenders relating to, among other things, the Company, 1347 Capital Corp. (“1347 Capital”) and the business combination (the “Business Combination”) between 1347 Capital and Limbach Holdings, LLC (“Limbach”). This letter (the “Letter Agreement”) is being delivered to you to provide for the payment of the consideration described herein by the Company to GRVP in recognition of the provision of such due diligence efforts by GRVP as a material inducement to the Lenders’ entry into the Loan and Security Agreement. The terms of the Loan and Security Agreement remain in full force and effect an
