0001144204-16-116840.txt : 20160805 0001144204-16-116840.hdr.sgml : 20160805 20160805134116 ACCESSION NUMBER: 0001144204-16-116840 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 21 FILED AS OF DATE: 20160805 DATE AS OF CHANGE: 20160805 GROUP MEMBERS: 1347 CAPITAL LLC GROUP MEMBERS: D. KYLE CERMINARA GROUP MEMBERS: HASSAN R. BAQAR GROUP MEMBERS: LARRY G. SWETS, JR. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Limbach Holdings, Inc. CENTRAL INDEX KEY: 0001606163 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88248 FILM NUMBER: 161810292 BUSINESS ADDRESS: STREET 1: 31 35TH STREET CITY: PITTSBURGH STATE: PA ZIP: 15201 BUSINESS PHONE: (412) 359-2100 MAIL ADDRESS: STREET 1: 31 35TH STREET CITY: PITTSBURGH STATE: PA ZIP: 15201 FORMER COMPANY: FORMER CONFORMED NAME: 1347 Capital Corp DATE OF NAME CHANGE: 20140422 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: 1347 Investors LLC CENTRAL INDEX KEY: 0001612411 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 150 PIERCE ROAD STREET 2: 6TH FLOOR CITY: ITASCA STATE: IL ZIP: 60143 BUSINESS PHONE: 847-700-8064 MAIL ADDRESS: STREET 1: 150 PIERCE ROAD STREET 2: 6TH FLOOR CITY: ITASCA STATE: IL ZIP: 60143 SC 13D/A 1 v446074_sc13da.htm AMENDMENT NO. 2 TO SCHEDULE 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED

PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Limbach Holdings, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

53263P 105

(CUSIP Number)

1347 Investors LLC

150 Pierce Road, 6th Floor

Itasca, IL 60143

(847) 700-8064

Copy to:

Joel L. Rubinstein, Esq.
Elliott M. Smith, Esq.

Winston & Strawn LLP

200 Park Avenue

New York, New York 10166-4193

(212) 294-6700

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 20, 2016

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 53263P 105
1	NAMES OF REPORTING PERSONS 1347 Investors LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (see instructions) WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 4,441,015⁽¹⁾
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 4,441,015⁽¹⁾
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,441,015⁽¹⁾
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 59.0%
14	TYPE OF REPORTING PERSON (see instructions) CO

(1) Includes 1,597,500 shares of Common Stock underlying convertible securities.

CUSIP No. 53263P 105
1	NAMES OF REPORTING PERSONS 1347 Capital LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (see instructions) WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) N/A
14	TYPE OF REPORTING PERSON (see instructions) CO

CUSIP No. 53263P 105
1	NAMES OF REPORTING PERSONS Larry G. Swets, Jr.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (see instructions) AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 10,000
	8	SHARED VOTING POWER 4,441,015⁽¹⁾⁽²⁾
	9	SOLE DISPOSITIVE POWER 10,000
	10	SHARED DISPOSITIVE POWER 4,441,015⁽¹⁾⁽²⁾
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,451,015⁽²⁾
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 59.15%
14	TYPE OF REPORTING PERSON (see instructions) IN

(1) The reporting person disclaims beneficial ownership of the shares.

(2) Includes 1,597,500 shares of Common Stock underlying convertible securities.

CUSIP No. 53263P 105
1	NAMES OF REPORTING PERSONS D. Kyle Cerminara
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (see instructions) AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 4,441,015⁽¹⁾⁽²⁾
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 4,441,015⁽¹⁾⁽²⁾
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,441,015⁽¹⁾⁽²⁾
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 59.0%
14	TYPE OF REPORTING PERSON (see instructions) IN

(1) The reporting person disclaims beneficial ownership of the shares.

(2) Includes 1,597,500 shares of Common Stock underlying convertible securities.

CUSIP No. 53263P 105
1	NAMES OF REPORTING PERSONS Hassan R. Baqar
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (see instructions) AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 10,000
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 10,000
	10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,000
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.2%
14	TYPE OF REPORTING PERSON (see instructions) IN

END OF COVER PAGES

The Amendment No. 2 to Schedule 13D (this “Amendment No. 2”) amends and restates, where indicated, the statement on Schedule 13D relating to the common stock, $0.0001 par value per share (the “Common Stock”) of Limbach Holdings, Inc., a Delaware corporation (f/k/a 1347 Capital Corp.) (the “Issuer”) filed by the Reporting Persons with the U.S. Securities and Exchange Commission (the “SEC”) on July 31, 2014 (the “Initial Schedule”), as amended and restated by the Amendment No. 1 to Schedule 13D filed by the Reporting Persons with the SEC on February 25, 2015. Capitalized terms used in this Amendment No. 2 but not otherwise defined herein have the meanings given to them in the Initial Schedule.

This Amendment No. 2 is being made to reflect changes in beneficial ownership as a result of certain transactions effected in the Issuer’s Common Stock. Except as otherwise set forth herein, this Amendment No. 2 does not modify any of the information previously reported by the Reporting Persons on the Initial Schedule.

ITEM 1.

SECURITY AND ISSUER

The Issuer’s principal executive offices are located at 31-35th Street, Pittsburgh, Pennsylvania 15201.

ITEM 2.

IDENTITY AND BACKGROUND

(a) This statement is filed by 1347 Investors LLC (the “Sponsor”), 1347 Capital LLC (the “Manager”), Larry G. Swets, Jr., D. Kyle Cerminara and Hassan R. Baqar (together, the “Reporting Persons”).

(b) The principal business address of the Reporting Persons other than Mr. Cerminara is 150 Pierce Road, 6th Floor, Itasca, IL 60143. The business addresses for Mr. Cerminara are c/o Fundamental Global Investors, LLC, 4201 Congress Street, Suite 140, Charlotte, North Carolina 28209; c/o Ballantyne Strong, Inc., 13710 FNB Parkway, Suite 400, Omaha, Nebraska 68154; and 131 Plantation Ridge Dr., Suite 100, Mooresville, North Carolina 28117.

Name	Principal Business
1347 Investors LLC	Private investment firm.
1347 Capital LLC	Private investment firm.
Larry G. Swets, Jr.	Member of the Board of Directors of the Issuer. A manager of the Sponsor. A manager of the Manager. President, Chief Executive Officer and Director of Kingsway Financial Services Inc.
D. Kyle Cerminara	A manager of the Sponsor. Chief Executive Officer, Partner and Manager of Fundamental Global Investors, LLC. Chief Executive Officer and Executive Chairman of the Board of Directors of Ballantyne Strong, Inc. (“BTN”). The principal business of Fundamental Global Investors, LLC is to serve as a registered investment advisor. The business address of Fundamental Global Investors, LLC is 4201 Congress Street, Suite 140, Charlotte, North Carolina 28209. BTN is a Delaware corporation, with its principal executive offices located at 13710 FNB Parkway, Suite 400, Omaha, Nebraska 68154. BTN and its subsidiaries engage in diverse business activities including the design, integration and installation of technology solutions for a broad range of applications; development and delivery of out-of-home messaging, advertising and communications; manufacturing of projection screens; and providing managed services including monitoring of networked equipment. BTN focuses on serving the cinema, retail, financial, and government markets.
Hassan R. Baqar	President of the Sponsor. A manager of the Manager. Vice President of Kingsway Financial Services Inc.

(d) During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) The individual Reporting Persons are all citizens of the United States of America. The Sponsor and Manager were both formed under Delaware law.

ITEM 3.

SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

The information set forth in Item 4 hereof is hereby incorporated by reference into this Item 3, as applicable.

ITEM 4.

PURPOSE OF THE TRANSACTION

In connection with the lead up to the Issuer’s business combination (the “Business Combination”), conducted pursuant to the Agreement and Plan of Merger, dated March 23, 2016 (as amended, the “Merger Agreement”), by and among the Issuer, Limbach Holdings LLC and FdG HVAC LLC, the Sponsor engaged in the following transactions.

On July 14, 2016 and July 15, 2016, the Sponsor purchased an aggregate of 288,401 shares of Common Stock in the open market.

On July 19, 2016, the Sponsor purchased an aggregate of 1,333,314 shares of Common Stock from certain stockholders of the Issuer at $10.00 per share pursuant to stock purchase agreements (the “Stock Purchase Agreements”). The description of the Stock Purchase Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of thereof, which are included as Exhibits 1, 2, 3, 4 and 5 to this Amendment No. 2 and is also incorporated by reference herein. On July 19, 2016, the Sponsor also sold 15,000 shares of Common Stock at $10.00 per share.

On July 20, 2016, the Issuer consummated the Business Combination.

On July 20, 2016, pursuant to the terms of the Merger Agreement, the Issuer issued and sold to the Sponsor 400,000 shares of Class A preferred stock (the “Preferred Stock”) at $25 per share for an aggregate of $10,000,000. Each share of Preferred Stock may be converted (at the holder’s election) into 2.00 shares of common stock (as may be adjusted for any stock splits, reverse stock splits or similar transactions), representing a conversion price of $12.50 per share of Common Stock; provided, that such conversion is in compliance with the Issuer’s listing requirements with NASDAQ, if its shares are listed at such time. The foregoing summary of the Merger Agreement is qualified in its entirety by reference to the Merger Agreement, a copy of which is filed as Exhibit 2.1 to the Issuer’s Current Report on Form 8-K filed with the SEC on March 29, 2016 and incorporated herein by reference.

On July 20, 2016, the Sponsor transferred an aggregate of 31,000 Insider Shares to certain of the Issuer’s stockholders (the “Insider Share Transferees”) pursuant to share purchase and transfer agreements (the “Share Purchase and Transfer Agreements”) in consideration of the Insider Share Transferees’ purchases of shares of Common Stock in the open market in connection with the consummation of the Business Combination. The description of the Share Purchase and Transfer Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of thereof, which are included as Exhibits 7, 8, 9 and 10 to this Amendment No. 2 and are also incorporated by reference herein.

On July 18, 2016, the Sponsor purchased in the open market an aggregate of 340,000 warrants of the Issuer, each exercisable for one-half of one share of Common stock at an exercise price of $11.50 per whole share (the “Public Warrants”). On July 27, 2016 the Sponsor purchased in the open market an aggregate of 57,000 Public Warrants.

On August 3, 2016, the Sponsor transferred, pursuant to the terms of certain letter agreements (the “Letter Agreements”), an aggregate of 100,000 $15 Exercise Price Sponsor Warrants to the lenders party thereto (the “Lenders”), in furtherance of certain loan and security agreements (the “Loan Agreements”) entered into by and between the Sponsor and the Lenders and certain other lenders.

The description of the Loan Agreements and Letter Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of thereof, which are included as Exhibits 11, 12, 13, 14, 15, 16, 17, 18, 19 and 20 to this Amendment No. 2 and are also incorporated by reference herein.

ITEM 5.

INTERESTS OF SECURITIES OF THE ISSUER.

(a) and (b) The information contained on the cover pages to this Amendment No. 2 is incorporated herein by reference.

On July 18, 2016, pursuant to the amendment and restatement of the Sponsor’s Limited Liability Company Agreement (the “Amendment”), Larry G. Swets, Jr. and D. Kyle Cerminara became the managers of the Sponsor, and acting by unanimous written consent they exercise voting and dispositive control over the securities held by the Sponsor.

On July 18, 2016, due to the Amendment, 1347 Capital LLC is no longer the managing member of the Sponsor. As a result, 1347 Capital LLC and Hassan R. Baqar are no longer deemed to beneficially own the securities held by the Sponsor.

(c) Except for the transactions described in Items 3, 4, 5 or 6 of this Amendment No. 2, the Reporting Persons have not engaged in any transaction during the past 60 days involving shares of Common Stock.

(d) None.

(e) On July 20, 2016, 1347 Capital LLC and Hassan R. Baqar each ceased to be a beneficial owner of more than five percent of the Issuer’s Common Stock. The reporting obligations of 1347 Capital LLC and Hassan R. Baqar with respect to the Issuer’s Common Stock pursuant to Section 13(d) of the Act and the rules and regulations promulgated thereunder are therefore terminated.

Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

The information set forth in Items 4 and 5 hereof is hereby incorporated by reference into this Item 6, as applicable.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

Stock Purchase Agreement, dated July 14, 2016, by and between each of the sellers listed on the signature pages thereto, the Sponsor, Continental Stock Transfer & Trust Company, in its capacity as transfer agent and escrow agent, and 1347 Capital Corp.

Stock Purchase Agreement, dated July 14, 2016, by and between Brookdale International Partners, L.P., the Sponsor, Continental Stock Transfer & Trust Company, in its capacity as transfer agent and escrow agent, and 1347 Capital Corp.

Stock Purchase Agreement, dated July 14, 2016, by and between Brookdale Global Opportunity Fund, the Sponsor, Continental Stock Transfer & Trust Company, in its capacity as transfer agent and escrow agent, and 1347 Capital Corp.

Stock Purchase Agreement, dated July 15, 2016, by and between each of the sellers listed on the signature pages thereto, the Sponsor, Continental Stock Transfer & Trust Company, in its capacity as transfer agent and escrow agent, and 1347 Capital Corp.

Stock Purchase Agreement, dated July 18, 2016, by and between Polar Multi-Strategy Master Fund, the Sponsor, Continental Stock Transfer & Trust Company, in its capacity as transfer agent and escrow agent, and 1347 Capital Corp.

Agreement and Plan of Merger, dated March 23, 2016, by and among the Issuer, Limbach Holdings LLC and FdG HVAC LLC (incorporated by reference to Exhibit 2.1 to the Issuer’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on March 29, 2016).

Share Purchase and Transfer Agreement, dated July 18, 2016, by and between Dane Capital LLC and the Sponsor.

Share Purchase and Transfer Agreement, dated July 14, 2016, by and between Marvin Boris and the Sponsor.

Share Purchase and Transfer Agreement, dated July 18, 2016, by and between Palm Global Small Cap Fund and the Sponsor.

Share Purchase and Transfer Agreement, dated July 18, 2016, by and between David Capital Partners Fund, LP and the Sponsor.

Loan and Security Agreement, dated July 18, 2016, by and between American Service Insurance Company, Inc. and the Sponsor.

Loan and Security Agreement, dated July 18, 2016, by and between IWS Acquisition Corp and the Sponsor.

Loan and Security Agreement, dated July 18, 2016, by and between Jemada Holdings LLC and the Sponsor.

Loan and Security Agreement, dated July 18, 2016, by and between Doug Levine 2012 Childrens Trust and the Sponsor.

Loan and Security Agreement, dated July 18, 2016, by and between Kingsway Amigo Insurance Company Trust and the Sponsor.

Loan and Security Agreement, dated July 18, 2016, by and between Robert D. Goldstein and the Sponsor.

Loan and Security Agreement, dated July 18, 2016, by and between GrizzlyRock Value Partners, LP and the Sponsor.

Letter Agreement, dated July 18, 2016, by and between GrizzlyRock Value Partners, LP and the Sponsor.

Letter Agreement, dated July 18, 2016, by and between Jemada Holdings LLC and the Sponsor.

Letter Agreement, dated July 18, 2016, by and between Doug Levine 2012 Childrens Trust and the Sponsor.

Joint Filing Agreement, dated August 5, 2016.

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: August 5, 2016

1347 Investors LLC

By:	/s/ Larry G. Swets, Jr
Name: Larry G. Swets, Jr.
Title: Manager

1347 Capital LLC

By:	/s/ Larry G. Swets, Jr
Name: Larry G. Swets, Jr.
Title: Manager

Larry G. Swets, Jr.

/s/ Larry G. Swets, Jr
Larry G. Swets, Jr., individually

D. Kyle Cerminara

/s/ D. Kyle Cerminara
D. Kyle Cerminara, individually

Hassan R. Baqar

/s/ Hassan R. Baqar
Hassan R. Baqar, individually

EX-99.1 2 v446074_ex1.htm EXHIBIT 1

Exhibit 1

STOCK PURCHASE AGREEMENT

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”).

WHEREAS, the Company and Limbach Holdings LLC (“Limbach”) have entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated as of March 23, 2016, as amended, which provides for the merger of a newly formed subsidiary of the Company with and into Limbach, with Limbach surviving the merger as a wholly-owned subsidiary of the Company (the transactions contemplated by the Merger Agreement, the “Business Combination”);

WHEREAS, each of the Sellers owns the number of shares of common stock, par value $0.0001 (the “Shares”), of the Company as listed on Schedule A hereto; and

WHEREAS, Sellers wish to sell to Buyer, and Buyer wishes to purchase from Sellers, that number of Shares set forth opposite Buyer’s name on Schedule A hereto, subject to the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing (as defined in Section 3), each Seller shall sell, transfer and assign to Buyer, and Buyer shall purchase from each Seller, that number of Shares set forth opposite each Seller’s name on Schedule A hereto. The purchase price per Share shall be $10.00 (the “Purchase Price”).

2. Escrow. Promptly after execution of this Agreement, Sellers shall deliver the Shares to Escrow Agent and, as promptly as practicable thereafter, Buyer shall deposit the Purchase Price with Escrow Agent, which Escrow Agent shall hold in a non-interest bearing account. Escrow Agent is serving hereunder solely as a convenience to the parties to facilitate the purchase and sale of the Shares and Escrow Agent’s sole obligation under this Agreement is to act with respect to the delivery of Buyer’s Purchase Price as described in Section 3 of this Agreement. Escrow Agent shall not be liable to Sellers or Buyer or any other person or entity in respect of any act or failure to act hereunder or otherwise in connection with serving as Escrow Agent unless Escrow Agent has acted in a manner constituting gross negligence or willful misconduct. The Company shall indemnify Escrow Agent against any claim made against it (including reasonable attorney’s fees) by reason of it acting or failing to act in connection with this transaction except as a result of its gross negligence or willful misconduct. Escrow Agent may rely and shall be protected in acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and believed by it to be genuine and to have been issued or presented by the proper party or parties. Escrow Agent may conclusively presume that the undersigned representative of the Company, Buyer and Sellers have full power and authority to instruct Escrow Agent on behalf of such parties unless written notice to the contrary is received by Escrow Agent. The Escrow Agent shall release the Shares to the Buyer only upon simultaneous release of the Purchase Price to the Sellers at the Closing (as defined below) pursuant to Section 3(a).

3. Closing.

(a) Subject to the terms and conditions contained in this Agreement, the purchase and sale of the Shares contemplated hereby shall take place at a closing (the “Closing”) to be held promptly after delivery of the Shares and Purchase Price to Escrow Agent. Upon the Closing, the Escrow Agent shall deliver the Shares to the Buyer and shall deliver the Purchase Price to the Sellers.

(b) If the Closing has not occurred prior to the time that the vote is taken with respect to the Business Combination (the “Termination Time”), then the obligation of the Buyer to buy, and the obligation of the Sellers to sell, the Shares shall terminate. Upon any such termination, if Buyer has previously deposited Purchase Price with the Escrow Agent, Escrow Agent shall promptly, and in no event later than two business days after the date on which the Termination time occurs, return to Buyer by wire transfer of immediately available funds the Purchase Price to Buyer’s account set forth on Schedule A hereto.

4. Representations and Warranties of Sellers. Each Seller hereby represents and warrants to Buyer that such Seller is the sole legal, record and beneficial owner of the Shares, has good and valid title to its Shares and has authority to transfer the Shares pursuant to this Agreement. Each Seller’s Shares are free and clear of all liens, pledges, security interests, charges, claims, encumbrances, agreements, options, voting trusts, proxies and other arrangements or restrictions of any kind (“Encumbrances”). Upon consummation of the transactions contemplated by this Agreement, Buyer shall own the Shares it is purchasing hereunder, free and clear of all Encumbrances.

5. Covenants Regarding Shares.

(a) Each Seller covenants that, from the date hereof until the Shares are otherwise returned to it upon termination of this Agreement, it shall not transfer, attempt to transfer, enter into any agreement to transfer or place any Encumbrances on, the Shares, other than pursuant to this Agreement. Upon the signing of this Agreement, each Seller shall deliver to the Transfer Agent a written revocation of its instruction to redeem the Shares in connection with the stockholder vote on the Business Combination, with such revocation to be effective only upon the Closing. For the avoidance of doubt, in the event that the Closing does not occur by the Termination Time, the revocation delivered by Sellers under this Section 5(a) shall be void ab initio, and Sellers shall retain its right to have the Shares redeemed in accordance with the Company’s amended and restated certificate of incorporation.

(b) The Transfer Agent covenants that, from the date hereof until the termination of this Agreement, it shall not effect any transfer of the Shares, other than pursuant to this Agreement.

6. Further Assurances. Each of the parties hereto shall execute and deliver such additional documents, instruments, conveyances and assurances, and take such further actions as may be reasonably required to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement.

7. Entire Agreement. This Agreement constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.

8. Successor and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. No party may assign any of its rights or obligations hereunder without the prior written consent of the other parties hereto, which consent shall not be unreasonably withheld or delayed.

9. Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

10. Amendment and Modification; Waiver. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

11. Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

12. Governing Law; Submission to Jurisdiction. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction). Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in the federal courts of the United States or the courts of the State of New York in each case located in the city of New York and County of New York, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of process, summons, notice or other document by mail to such party's address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or any proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

13. Survival. Subject to applicable statute of limitations, the representations, warranties, agreements and covenants contained herein shall survive the Closing and the delivery of the Shares.

14. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first written above.

	SELLERS:

	OPPORTUNITY PARTNERS, LP

	By:	/s/ Andrew Dakos
	Name: Andrew Dakos
	Title: Member –Bulldog Investors, LLC investment adviser of Opportunity Partners, LP

[Signature page to Stock Purchase Agreement]

	FULL VALUE PARTNERS, LP

	By:	/s/ Andrew Dakos
	Name: Andrew Dakos
	Title: Member –Bulldog Investors, LLC investment adviser of Full Partners, LP

[Signature page to Stock Purchase Agreement]

	MCM OPPORTUNITY PARTNERS, LP

	By:	/s/ Andrew Dakos
	Name: Andrew Dakos
	Title: Member –Bulldog Investors, LLC investment adviser of MCM Opportunity Partners, LP

[Signature page to Stock Purchase Agreement]

	CALAPASAS WEST PARTNERS LP

	By:	/s/ Andrew Dakos
	Name: Andrew Dakos
	Title: Member –Bulldog Investors, LLC investment adviser of Calapasas West Partners LP

[Signature page to Stock Purchase Agreement]

	OPPORTUNITY INCOME PLUS LP

	By:	/s/ Andrew Dakos
	Name: Andrew Dakos
	Title: Member –Bulldog Investors, LLC investment adviser of Opportunity Income Plus Fund LP

[Signature page to Stock Purchase Agreement]

	FULL VALUE SPECIAL SITUATIONS FUND LP

	By:	/s/ Andrew Dakos
	Name: Andrew Dakos
	Title: Member –Bulldog Investors, LLC investment adviser of Full Value Special Situations Fund LP

[Signature page to Stock Purchase Agreement]

	STEADY GAIN PARTNERS, LP

	By:	/s/ Andrew Dakos
	Name: Andrew Dakos
	Title: Member –Bulldog Investors, LLC investment adviser of Steady Gain Partners, LP

[Signature page to Stock Purchase Agreement]

	FV OFFSHORE PARTNERS, LP

	By:	/s/ Andrew Dakos
	Name: Andrew Dakos
	Title: Member –Bulldog Investors, LLC investment manager of FV Offshore Partners, LP

[Signature page to Stock Purchase Agreement]

	MERCURY PARTNERS, LP

	By:	/s/ Andrew Dakos
	Name: Andrew Dakos
	Title: Member –Bulldog Investors, LLC investment adviser of Mercury Partners, LP

[Signature page to Stock Purchase Agreement]

	SPECIAL OPPORTUNITIES FUND (SPE)

	By:	/s/ Andrew Dakos
	Name: Andrew Dakos
	Title: Member –Bulldog Investors, LLC investment adviser of Special Opportunities Fund, Inc.

[Signature page to Stock Purchase Agreement]

	BUYER:

	1347 INVESTORS LLC

	By:	/s/Hassan R. Baqar
	Name: Hassan R. Baqar
	Title: President

[Signature page to Stock Purchase Agreement]

	COMPANY:

	1347 CAPITAL CORP.

	By:	/s/Hassan R. Baqar
	Name: Hassan R. Baqar
	Title: CFO

[Signature page to Stock Purchase Agreement]

	TRANSFER AGENT AND ESCROW AGENT:

	CONTINENTAL STOCK TRANSFER & TRUST COMPANY

	By:	/s/ Mark Zimkind
		Name: Mark Zimkind
		Title: Senior Vice President

[Signature page to Stock Purchase Agreement]

SCHEDULE A

SHARE ALLOCATION

Buyer:	Seller:	Number of Shares:		Purchase Price:		Share Delivery Instructions:
1347 Investors LLC	Opportunity Partners, LP		45,774	$	457,740

1347 Investors LLC	Full Value Partners, LP		39,572	$	395,720

1347 Investors LLC	MCM Opportunity Partners, LP		6,632	$	66,320

1347 Investors LLC	Calapasas West Partners LP		19,010	$	190,100

1347 Investors LLC	Opportunity Income Plus LP		7,460	$	74,600

1347 Investors LLC	Full Value Special Situations Fund LP		6,602	$	66,020

1347 Investors LLC	Steady Gain Partners, LP		25,570	$	255,700

1347 Investors LLC	FV Offshore Partners, LP		6,430	$	64,300

1347 Investors LLC	Mercury Partners, LP		16,350	$	163,500

1347 Investors LLC	Special Opportunities Fund (SPE)		76,600	$	766,000

WIRE INSTRUCTIONS

See attached.

EX-99.2 3 v446074_ex2.htm EXHIBIT 2

Exhibit 2

STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of July 14, 2016, is entered into between Brookdale International Partners, L.P., a New York limited partnership (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”).

WHEREAS, Seller owns 175,000 shares of common stock, par value $0.0001 (the “Shares”), of the Company; and

WHEREAS, Seller wishes to sell to Buyer, and Buyer wishes to purchase from Seller, that number of Shares set forth opposite Buyer’s name on Schedule A hereto, subject to the terms and conditions set forth herein;

1. Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing (as defined in Section 3), Seller shall sell, transfer and assign to Buyer, and Buyer shall, severally and not jointly, purchase from Seller, that number of Shares set forth opposite such Buyer’s name on Schedule A hereto. The purchase price per Share shall be $10.00 (the “Purchase Price”).

2. Escrow. Promptly after execution of this Agreement, Seller shall deliver the Shares to Escrow Agent and, as promptly as practicable thereafter, Buyer shall deposit the Purchase Price with Escrow Agent, which Escrow Agent shall hold in a non-interest bearing account. Escrow Agent is serving hereunder solely as a convenience to the parties to facilitate the purchase and sale of the Shares and Escrow Agent’s sole obligation under this Agreement is to act with respect to the delivery of Buyer’s Purchase Price as described in Section 3 of this Agreement. Escrow Agent shall not be liable to Seller or Buyer or any other person or entity in respect of any act or failure to act hereunder or otherwise in connection with serving as Escrow Agent unless Escrow Agent has acted in a manner constituting gross negligence or willful misconduct. The Company shall indemnify Escrow Agent against any claim made against it (including reasonable attorney’s fees) by reason of it acting or failing to act in connection with this transaction except as a result of its gross negligence or willful misconduct. Escrow Agent may rely and shall be protected in acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and believed by it to be genuine and to have been issued or presented by the proper party or parties. Escrow Agent may conclusively presume that the undersigned representative of the Company, Buyer and Seller have full power and authority to instruct Escrow Agent on behalf of such parties unless written notice to the contrary is received by Escrow Agent. The Escrow Agent shall release the Shares to the Buyer only upon simultaneous release of the Purchase Price to the Seller at the Closing (as defined below) pursuant to Section 3(a).

3. Closing.

(b) If the Closing has not occurred prior to the time that the vote is taken with respect to the Business Combination (the “Termination Time”), then the obligation of the Buyer to buy, and the obligation of the Seller to sell, the Shares shall terminate. Upon any such termination, if Buyer has previously deposited Purchase Price with the Escrow Agent, Escrow Agent shall promptly, and in no event later than two business days after the date on which the Termination time occurs, return to Buyer by wire transfer of immediately available funds the Purchase Price to Buyer’s account set forth on Schedule A hereto.

4. Representations and Warranties of Seller. Seller hereby represents and warrants to Buyer that the Seller is the sole legal, record and beneficial owner of the Shares, has good and valid title to its Shares and has authority to transfer the Shares pursuant to this Agreement. The Shares are free and clear of all liens, pledges, security interests, charges, claims, encumbrances, agreements, options, voting trusts, proxies and other arrangements or restrictions of any kind (“Encumbrances”). Upon consummation of the transactions contemplated by this Agreement, Buyer shall own the Shares it is purchasing hereunder, free and clear of all Encumbrances.

5. Covenants Regarding Shares.

(a) The Seller covenants that, from the date hereof until the Shares are otherwise returned to it upon termination of this Agreement, it shall not transfer, attempt to transfer, enter into any agreement to transfer or place any Encumbrances on, the Shares, other than pursuant to this Agreement. Upon the signing of this Agreement, Seller shall deliver to the Transfer Agent a written revocation of its instruction to redeem the Shares in connection with the stockholder vote on the Business Combination, with such revocation to be effective only upon the Closing. For the avoidance of doubt, in the event that the Closing does not occur by the Termination Time, the revocation delivered by Seller under this Section 5(a) shall be void ab initio, and Seller shall retain its right to have the Shares redeemed in accordance with the Company’s amended and restated certificate of incorporation.

(b) The Transfer Agent covenants that, from the date hereof until the termination of this Agreement, it shall not effect any transfer of the Shares, other than pursuant to this Agreement.

9. Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

13. Survival. Subject to applicable statute of limitations, the representations, warranties, agreements and covenants contained herein shall survive the Closing and the delivery of the Shares.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first written above.

	SELLER:

	BROOKDALE INTERNATIONAL PARTNERS, L.P.
	By: Weiss Asset Management LP. its investment manager
	By: WAM GP LLC, its general partner

	By:	/s/ Eitan Milgram
	Name: Eitan Milgram
	Title: Executive Vice President

[Signature page to Stock Purchase Agreement]

	BUYER:

	1347 INVESTORS LLC

	By:	/s/ Hassan R. Baqar
	Name: Hassan R. Baqar
	Title: President

[Signature page to Stock Purchase Agreement]

	COMPANY:

	1347 CAPITAL CORP.

	By:	/s/ Hassan R. Baqar
	Name: Hassan R. Baqar
	Title: CFO

[Signature page to Stock Purchase Agreement]

	TRANSFER AGENT AND ESCROW AGENT:

	CONTINENTAL STOCK TRANSFER & TRUST COMPANY

	By:	Mark Zimkind
		Name: Mark Zimkind
		Title: Senior Vice President

[Signature page to Stock Purchase Agreement]

SCHEDULE A

SHARE ALLOCATION

Buyer:

Number of
Shares:

Purchase
Price:

Share Delivery Instructions:

1347 Investors LLC

175,000

1,750,000

Seller:

Wire Instructions:

ABA #

ACC #

FFC

FFC ACC #

EX-99.3 4 v446074_ex3.htm EXHIBIT 3

Exhibit 3

STOCK PURCHASE AGREEMENT

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”).

WHEREAS, Seller owns 75,000 shares of common stock, par value $0.0001 (the “Shares”), of the Company; and

3. Closing.

(b) If the Closing has not occurred prior to the time that the vote is taken with respect to the Business Combination (the “Termination Time”), then the obligation of the Buyer to buy, and the obligation of the Seller to sell, the Shares shall terminate. Upon any such termination, if Buyer has previously deposited Purchase Price with the Escrow Agent, Escrow Agent shall promptly, and in no event later than two business days after the date on which the Termination time occurs, return to Buyer by wire transfer of immediately available funds the Purchase Price to Buyer’s account set forth on Schedule A hereto.

5. Covenants Regarding Shares.

(b) The Transfer Agent covenants that, from the date hereof until the termination of this Agreement, it shall not effect any transfer of the Shares, other than pursuant to this Agreement.

9. Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

13. Survival. Subject to applicable statute of limitations, the representations, warranties, agreements and covenants contained herein shall survive the Closing and the delivery of the Shares.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first written above.

	SELLER:

	BROOKDALE GLOBAL OPPORTUNITY FUND
	By: Weiss Asset Management LP. its investment manager
	By: WAM GP LLC, its general partner

	By:	/s/ Eitan Milgram
	Name: Eitan Milgram
	Title: Executive Vice President

[Signature page to Stock Purchase Agreement]

	BUYER:

	1347 INVESTORS LLC

	By:	/s/ Hassan R. Baqar
	Name: Hassan R. Baqar
	Title: President

[Signature page to Stock Purchase Agreement]

	COMPANY:

	1347 CAPITAL CORP.

	By:	/s/ Hassan R. Baqar
	Name: Hassan R. Baqar
	Title: CFO

[Signature page to Stock Purchase Agreement]

	TRANSFER AGENT AND ESCROW AGENT:

	CONTINENTAL STOCK TRANSFER & TRUST COMPANY

	By:	Mark Zimkind
		Name: Mark Zimkind
		Title: Senior Vice President

[Signature page to Stock Purchase Agreement]

SCHEDULE A

SHARE ALLOCATION

Buyer:

Number of
Shares:

Purchase
Price:

Share Delivery Instructions:

1347 Investors LLC

75,000

750,000

Seller:

Wire Instructions:

ABA #

ACC #

FFC

FFC ACC #

EX-99.4 5 v446074_ex4.htm EXHIBIT 4

Exhibit 4

STOCK PURCHASE AGREEMENT

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”).

WHEREAS, Seller owns 450,540 shares of common stock, par value $0.0001 (the “Shares”), of the Company; and

3. Closing.

(b) If the Closing has not occurred prior to the time that the vote is taken with respect to the Business Combination (the “Termination Time”), then the obligation of the Buyer to buy, and the obligation of the Seller to sell, the Shares shall terminate. Upon any such termination, if Buyer has previously deposited Purchase Price with the Escrow Agent, Escrow Agent shall promptly, and in no event later than two business days after the date on which the Termination time occurs, return to Buyer by wire transfer of immediately available funds the Purchase Price to Buyer’s account set forth on Schedule A hereto.

5. Covenants Regarding Shares.

(b) The Transfer Agent covenants that, from the date hereof until the termination of this Agreement, it shall not effect any transfer of the Shares, other than pursuant to this Agreement.

9. Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

13. Survival. Subject to applicable statute of limitations, the representations, warranties, agreements and covenants contained herein shall survive the Closing and the delivery of the Shares.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first written above.

	SELLER:

	AQR FUNDS – AQR DIVERSIFIED ARBITRAGE FUND

	By:	/s/ Brendan R. Kalb
	Name: Brendan R. Kalb
	Title: Executive Vice President and Secretary
	AQR Funds

[Signature page to Stock Purchase Agreement]

	ADVANCED SERIES TRUST,— AST ACADEMIC STRATEGIES ASSET ALLOCATION PORTFOLIO

	By: AQR Capital Management, LLC, as Investment Manager solely on behalf of the Diversified Arbitrage Investment Sleeve

	By:	/s/ Brendan R. Kalb
	Name: Brendan R. Kalb
	Title: General Counsel,
	AQR Capital Management, LLC

[Signature page to Stock Purchase Agreement]

	BUYER:

	1347 INVESTORS LLC

	By:	/s/ Hassan R. Baqar
	Name: Hassan R. Baqar
	Title: President

[Signature page to Stock Purchase Agreement]

	COMPANY:

	1347 CAPITAL CORP.

	By:	/s/ Hassan R. Baqar
	Name: Hassan R. Baqar
	Title: CFO

[Signature page to Stock Purchase Agreement]

	TRANSFER AGENT AND ESCROW AGENT:

	CONTINENTAL STOCK TRANSFER & TRUST COMPANY

	By:	/s/ Mark Zimkind
		Name: Mark Zimkind
		Title: Senior Vice President

[Signature page to Stock Purchase Agreement]

SCHEDULE A

SHARE ALLOCATION

Buyer:	Seller	Number of Shares:		Purchase Price:		Share Delivery Instructions:

1347 Investors LLC	AQR Funds – AQR Diversified Arbitrage Fund		420,504	$	4,205,040.00

1347 Investors LLC	ADVANCED SERIES TRUST, acting solely on behalf of AST Academic Strategies Asset Allocation Portfolio (Diversified Arbitrage Investment Sleeve)		30,036	$	300,360.00

Seller:

Wire Instructions:

ABA #

ACC #

FFC

FFC ACC #

EX-99.5 6 v446074_ex5.htm EXHIBIT 5

Exhibit 5

STOCK PURCHASE AGREEMENT

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”).

WHEREAS, Seller owns 382,774 shares of common stock, par value $0.0001 (the “Shares”), of the Company; and

3. Closing.

(b) If the Closing has not occurred prior to the time that the vote is taken with respect to the Business Combination (the “Termination Time”), then the obligation of the Buyer to buy, and the obligation of the Seller to sell, the Shares shall terminate. Upon any such termination, if Buyer has previously deposited Purchase Price with the Escrow Agent, Escrow Agent shall promptly, and in no event later than two business days after the date on which the Termination time occurs, return to Buyer by wire transfer of immediately available funds the Purchase Price to Buyer’s account set forth on Schedule A hereto.

5. Covenants Regarding Shares.

(b) The Transfer Agent covenants that, from the date hereof until the termination of this Agreement, it shall not effect any transfer of the Shares, other than pursuant to this Agreement.

9. Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

13. Survival. Subject to applicable statute of limitations, the representations, warranties, agreements and covenants contained herein shall survive the Closing and the delivery of the Shares.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first written above.

	SELLER:
	Polar Multi-Strategy Master Fund by its investment advisor, Polar Asset Management Partners Inc.

	By:	/s/ Greg Lemaich
	Name: Greg Lemaich
	Title: GC & CCO, Polar Asset Mgm’t Partners Inc.

[Signature page to Stock Purchase Agreement]

	BUYER:

	1347 INVESTORS LLC

	By:	/s/ Hassan R. Baqar
	Name: Hassan R. Baqar
	Title: President

[Signature page to Stock Purchase Agreement]

	COMPANY:

	1347 CAPITAL CORP.

	By:	/s/ Hassan R. Baqar
	Name: Hassan R. Baqar
	Title: CFO

[Signature page to Stock Purchase Agreement]

	TRANSFER AGENT AND ESCROW AGENT:

	CONTINENTAL STOCK TRANSFER & TRUST COMPANY

	By:	Mark Zimkind
	Name: Mark Zimkind
	Title: Senior Vice President

[Signature page to Stock Purchase Agreement]

SCHEDULE A

SHARE ALLOCATION

Buyer:

Number of
Shares:

Purchase
Price:

Share Delivery Instructions:

1347 Investors LLC

382,774

10.00

Seller:

Wire Instructions:

ABA #

ACC #

FFC

FFC ACC #

EX-99.7 7 v446074_ex7.htm EXHIBIT 7

Exhibit 7

SHARE PURCHASE AND TRANSFER AGREEMENT

This Share Purchase and Transfer Agreement (“Agreement”), dated July 18, 2016, is by and between Dane Capital Entity (the “Purchaser”) and 1347 Investors LLC (the “Insider”).

RECITALS:

A. 1347 Capital Corp., a Delaware corporation (the “Company” or “1347”), will hold a special meeting in lieu of annual meeting of its stockholders (the “Special Meeting”) to consider and act upon, among other things, a proposal to adopt and approve the Agreement and Plan of Merger, dated as of March 23, 2016, as may be amended (the “Merger Agreement”), by and among the Company, Limbach Holdings LLC, a Delaware limited liability company (“Limbach”), and FdG HVAC LLC, a Delaware limited liability company, and the transactions contemplated thereby.

B. The Purchaser desires to purchase from the Insider 15,000 shares of common stock of the Company, par value $0.0001 per share (“Common Stock”), that were initially sold as part of the units sold in the Company’s initial public offering (“Public Shares”), subject to the terms and conditions contained in this Agreement.

IT IS AGREED:

1. Purchase of Shares. The Purchaser hereby agrees that it will purchase from the Insider 15,000 Public Shares (“Initial Purchased Shares”) by July 19, 2016, for an aggregate purchase price of $150,000 (the “Purchase Price”). The Purchaser shall wire the Purchase Price to the Insider’s account, the details of which are set forth on Exhibit A hereto.

2. Insider Share Transfers. In consideration of the Purchaser purchasing the Purchased Shares, the Insider (or its designees) will, promptly after the closing of the transactions contemplated by the Merger Agreement (“Closing”), transfer or cause to be transferred to the Purchaser an aggregate of 3,000 shares of Common Stock (“Initial Founder Shares”) of the Company beneficially owned by it (or its designees). In addition, to the extent that Purchaser purchases shares of Company common stock in the open market during the six month period following the Closing (“Additional Shares” and together with the Initial Purchased Shares, the “Purchased Shares”), the Insider (or its designees) will, promptly after such purchases of Additional Shares, transfer or cause to be transferred to the Purchaser one share of Common Stock beneficially owned by it (each an “Additional Founder Share” and together with the Initial Founder Shares, the “Founder Shares”) for every five (5) Additional Shares purchased, up to a maximum of 3,000 Additional Founder Shares.

3. Assignment of Registration Rights. The Insider hereby assigns to the Purchaser his registration rights pursuant to that certain Registration Rights Agreement, dated July 15, 2014, with respect to the Founder Shares being transferred to Purchaser hereunder.

4. Purchaser Representations. Purchaser hereby represents and warrants to the Insider that:

(a) Purchaser, in making the decision to purchase the Purchased Shares and receive the Founder Shares from the Insider, has not relied upon any oral or written representations or assurances from the Insider or any of the Company’s officers, directors, partners or employees or any other representatives or agents, other than the representations made by the Insider in Section 5 of this Agreement.

(b) This Agreement has been validly authorized, executed and delivered by the Purchaser and, assuming the due authorization, execution and delivery thereof by the other party hereto, is a valid and binding agreement enforceable in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of this Agreement by the Purchaser does not and will not conflict with, violate or cause a breach of, constitute a default under, or result in a violation of (i) any agreement, contract or instrument to which the Purchaser is a party which would prevent the Purchaser from performing its obligations hereunder or (ii) any law, statute, rule or regulation to which the Purchaser is subject.

(c) The Purchaser acknowledges that an investment in the Company involves certain significant risks and that it has had the opportunity to review this Agreement and the transactions contemplated by this Agreement with the Purchaser’s own legal counsel and investment and tax advisors. The Purchaser has considered the suitability of an investment in the Company in light of its own circumstances and financial condition and is able to bear the risks associated with an investment in the Company.

(d) The Purchaser is an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) and has such knowledge, skill and experience in business, financial and investment matters that it is capable of evaluating the merits and risks of an investment in the Company.

(e) The Founder Shares have not been registered under the Securities Act, or any state securities act, and are being issued on the basis of exemptions from registration under the Securities Act and applicable state securities acts. Reliance on such exemptions, where applicable, is predicated in part on the accuracy of the Purchaser’s representations and warranties set forth herein. The Purchaser acknowledges and hereby agrees that such Founder Shares will not be transferable under any circumstances unless registered in accordance with federal and state securities laws or an available exemption under such laws. Accordingly, the Purchaser hereby acknowledges that there can be no assurance that the Purchaser will be able to liquidate its investment in the Founder Shares.

(f) The Purchaser has been given the opportunity (i) to ask questions of and receive answers from the Company and its designated representatives concerning the Company, Limbach and the business and financial condition of the Company and Limbach as it has deemed necessary or advisable to evaluate the merits and risks of an investment in the Company and (ii) to obtain any additional information that is necessary to assist the Purchaser in evaluating the advisability of an investment in the Company. The Purchaser confirms that the Company has not (1) given any guarantee or representation as to the potential success, return, effect or benefit (either legal, regulatory, tax, financial, accounting or otherwise) of an investment in the Company or (2) made any representation to the Purchaser regarding the legality of an investment in the Company under applicable legal investment or similar laws or regulations.

(g) The Purchaser is investing in the Company for its own account for investment purposes, not as nominees or agents for other persons or entities and not with a view to, or for offer or sale in connection with, any distribution thereof. The Purchaser does not have a present intention to sell any of the Purchased Shares or Founder Shares, nor a present arrangement (whether or not legally binding) or intention to effect any distribution of any of such shares to or through any person or entity.

5. Insider Representations. The Insider hereby represents and warrants to the Purchaser that:

(a) This Agreement has been validly authorized, executed and delivered by the Insider and, assuming the due authorization, execution and delivery thereof by the other party hereto, is a valid and binding agreement enforceable in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of this Agreement by the Insider does not and will not conflict with, violate or cause a breach of, constitute a default under, or result in a violation of (i) any agreement, contract or instrument to which the Insider is a party which would prevent the Insider from performing his obligations hereunder or (ii) any law, statute, rule or regulation to which the Insider is subject.

(b) The Insider (or its designees) is the beneficial owner of the Founder Shares and, subject to an in consideration of the Purchaser’s purchase of the Purchased Shares, will cause the Founder Shares to be released from the Stock Escrow Agreement, dated July 15, 2014, by and among the Company, the Insider and Continental, and transferred to the Purchaser promptly after to the Closing. Upon such transfer, the Founder Shares will be free and clear of any liens, claims, security interests or any other encumbrance whatsoever, except for restrictions imposed by federal and state securities laws.

6. Disclosure; Exchange Act Filings. Within four business days after the execution of this Agreement, the Company will file a Current Report on Form 8-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), reporting the entry into this Agreement. The parties to this Agreement shall cooperate with one another to assure that all such disclosures are accurate and consistent.

7. Entire Agreement; Amendment. This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and may be amended or modified only by written instrument signed by all parties. The headings in this Agreement are for convenience of reference only and shall not alter or otherwise affect the meaning hereof.

8. Governing Law. This Agreement shall be governed in all respects by the internal laws of the State of Delaware, without regard to principles of conflicts of law.

9. Exclusive Jurisdiction. Any legal suit, action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby shall be instituted in the federal courts of the United States of America or the courts of the State of Delaware in each case located in the City of Wilmington and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of process, summons, notice or other document by mail shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

10. Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Delivery of an executed signature page by facsimile or other electronic transmission shall be effective as delivery of a manually signed counterpart of this Agreement.

11. Termination. Notwithstanding any provision in this Agreement to the contrary, this Agreement shall become null and void and of no force and effect (i) upon the termination of the Merger Agreement prior to the Closing or (ii) if the Purchaser fails to purchase the Initial Purchased Shares. Notwithstanding any provision in this Agreement to the contrary, the Insider’s obligation to transfer the Founder Shares to the Purchaser shall be conditioned on the Closing occurring.

12. Remedies. Each of the parties hereto acknowledges and agrees that, in the event of any breach of any covenant or agreement contained in this Agreement by the other party, money damages may be inadequate with respect to any such breach and the non-breaching party may have no adequate remedy at law. It is accordingly agreed that each of the parties hereto shall be entitled, in addition to any other remedy to which they may be entitled at law or in equity, to seek injunctive relief and/or to compel specific performance to prevent breaches by the other party hereto of any covenant or agreement of such other party contained in this Agreement.

13. Acknowledgement; Waiver. Purchaser (i) acknowledges that the Insider may possess or have access to material non-public information which has not been communicated to the Purchaser; (ii) hereby waives any and all claims, whether at law, in equity or otherwise, that he, she, or it may now have or may hereafter acquire, whether presently known or unknown, against the Insider or any of its officers, directors, employees, agents, affiliates, subsidiaries, successors or assigns relating to any failure to disclose any non-public information in connection with the transaction contemplated by this Agreement, including without limitation, any claims arising under Rule 10b-5 of the Exchange Act; and (iii) is aware that the Insider is relying on the truth of the representations set forth in Section 5 of this Agreement and the foregoing acknowledgement and waiver in clauses (i) and (ii) above, respectively, in connection with the transactions contemplated by this Agreement. Purchaser understands, based on its experience, the disadvantage to which Purchaser is subject due to the disparity of information between the Insider and the Purchaser and, notwithstanding such disparity, the Purchaser has deemed it appropriate to enter into this Agreement and to consummate the transactions contemplated hereby.

14. Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns. This Agreement shall not be assigned by either party without the prior written consent of the other party hereto.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

	PURCHASER:

	/s/ Eric Gomberg
	Name: Eric Gomberg
	Title: Managing Member Dane Capital LLC

	INSIDER:

	1347 INVESTORS LLC

	By:	/s/ Hassan R. Baqar
	Name:	Hassan R. Baqar
	Title:	President

Exhibit A

EX-99.8 8 v446074_ex8.htm EXHIBIT 8

Exhibit 8

SHARE PURCHASE AND TRANSFER AGREEMENT

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”).

RECITALS:

B. The Purchaser desires to purchase shares of common stock of the Company, par value $0.0001 per share (“Common Stock”), that were initially sold as part of the units sold in the Company’s initial public offering (“Public Shares”), subject to the terms and conditions contained in this Agreement.

IT IS AGREED:

1. Purchase of Shares. The Purchaser hereby agrees that it will purchase at least $250,000 of Public Shares (“Purchased Shares”) by July 14, 2016 from holders of Public Shares who have already submitted such shares to Continental Stock Transfer Trust Company (“Continental”), the Company’s transfer agent, for conversion at the Special Meeting.

4. Purchaser Representations. Purchaser hereby represents and warrants to the Insider that:

5. Insider Representations. The Insider hereby represents and warrants to the Purchaser that:

8. Governing Law. This Agreement shall be governed in all respects by the internal laws of the State of Delaware, without regard to principles of conflicts of law.

11. Termination. Notwithstanding any provision in this Agreement to the contrary, this Agreement shall become null and void and of no force and effect (i) upon the termination of the Merger Agreement prior to the Closing or (ii) if the Purchaser fails to purchase the Purchased Shares. Notwithstanding any provision in this Agreement to the contrary, the Insider’s obligation to transfer the Founder Shares to the Purchaser shall be conditioned on the Closing occurring.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

	PURCHASER:

	/s/ Marvin Boris
	Marvin Boris

	INSIDER:

	1347 INVESTORS LLC

	By:	/s/ Hassan R. Baqar
	Name:	Hassan R. Baqar
	Title:	President

EX-99.9 9 v446074_ex9.htm EXHIBIT 9

Exhibit 9

SHARE PURCHASE AND TRANSFER AGREEMENT

This Share Purchase and Transfer Agreement (“Agreement”), dated July 18, 2016, is by and between Palm Global Small Cap Fund (the “Purchaser”) and 1347 Investors LLC (the “Insider”).

RECITALS:

IT IS AGREED:

4. Purchaser Representations. Purchaser hereby represents and warrants to the Insider that:

5. Insider Representations. The Insider hereby represents and warrants to the Purchaser that:

8. Governing Law. This Agreement shall be governed in all respects by the internal laws of the State of Delaware, without regard to principles of conflicts of law.

11. Termination. Notwithstanding any provision in this Agreement to the contrary, this Agreement shall become null and void and of no force and effect (i) upon the termination of the Merger Agreement prior to the Closing or (ii) if the Purchaser fails to purchase the Purchased Shares. Notwithstanding any provision in this Agreement to the contrary, the Insider’s obligation to transfer the Founder Shares to the Purchaser shall be conditioned on the Closing occurring.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

		PURCHASER:

		By:	/s/ Joshua S. Horowitz
		Name:	Joshua S. Horowitz
		Title:	Portfolio Manager, Palm Global Small Cap fund

		INSIDER:

		1347 INVESTORS LLC

		By:	/s/ Hassan R. Baqar
		Name:	Hassan R. Baqar
		Title:	President

EX-99.10 10 v446074_ex10.htm EXHIBIT 10

Exhibit 10

SHARE PURCHASE AND TRANSFER AGREEMENT

This Share Purchase and Transfer Agreement (“Agreement”), dated July 18, 2016, is by and between David Capital Partners, LLC, and its associates (the “Purchaser”) and 1347 Investors LLC (the “Insider”).

RECITALS:

IT IS AGREED:

1. Purchase of Shares. The Purchaser hereby agrees that it will purchase at least $500,000 of Public Shares (“Purchased Shares”) by July 18, 2016 from holders of Public Shares who have already submitted such shares to Continental Stock Transfer Trust Company (“Continental”), the Company’s transfer agent, for conversion at the Special Meeting.

4. Purchaser Representations. Purchaser hereby represents and warrants to the Insider that:

5. Insider Representations. The Insider hereby represents and warrants to the Purchaser that:

8. Governing Law. This Agreement shall be governed in all respects by the internal laws of the State of Delaware, without regard to principles of conflicts of law.

11. Termination. Notwithstanding any provision in this Agreement to the contrary, this Agreement shall become null and void and of no force and effect (i) upon the termination of the Merger Agreement prior to the Closing or (ii) if the Purchaser fails to purchase the Purchased Shares. Notwithstanding any provision in this Agreement to the contrary, the Insider’s obligation to transfer the Founder Shares to the Purchaser shall be conditioned on the Closing occurring.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

	PURCHASER:

	David Capital Partners, LLC, and its associates

	By:	/s/ Adam Patinkin
	Name:	Adam Patinkin
	Title:	Managing Member

	INSIDER:

	1347 INVESTORS LLC

	By:	/s/ Hassan R. Baqar
	Name:	Hassan R. Baqar
	Title:	President

EX-99.11 11 v446074_ex11.htm EXHIBIT 11

Exhibit 11

LOAN AND SECURITY AGREEMENT

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 American Service Insurance Company, Inc. (the “Lender”) and 1347 Investors LLC, a Delaware limited liability company (“Borrower”).

IT IS AGREED as follows:

THE LOANS

1.1

Loans

1.1.1

FOR VALUE RECEIVED, the Borrower hereby absolutely and unconditionally promises to pay to the order of the Lender on the Maturity Date (as hereinafter defined) the principal sum of up to FIVE MILLION DOLLARS ($5,000,000.00) (the “Loan”), in accordance with the terms, and subject to the conditions of, this Agreement and to pay interest as hereinafter provided on the principal sum outstanding hereunder from time to time from the date hereof, together with all other outstanding Obligations (as hereinafter defined).

1.1.2

The Lender agrees, subject to the terms and conditions of this Agreement, to make the amount of the Loan to the Borrower on the date hereof.

1.1.3

The Lender shall make all funds available to the Borrower by wire transfer of such funds in accordance with instructions provided by the Borrower to (and reasonably acceptable to) the Lender.

1.1.4

The Loan made by the Lender to the Borrower pursuant to this Agreement and all repayments of principal and interest made hereunder may be recorded by the Lender on one or more accounts or records maintained by the Lender in the ordinary course of business. The accounts or records maintained by the Lender shall be conclusive absent manifest error. Any failure to so record or any error in doing so shall not limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations.

1.2

Interest

1.2.1

The Borrower hereby unconditionally promises to pay to the order of the Lender interest on the unpaid principal amount of the Loan for the period from and including the date of this Agreement and continuing until the repayment in full of the entire unpaid principal amount of the Loans in cash at a per annum rate equal to thirteen percent (13%), but in no event to exceed the maximum rate permitted by applicable provisions of law (the “Interest Rate”). Interest shall be calculated on the basis of a 360-day year and payable for the actual number of days elapsed. Interest shall accrue and compound on a quarterly basis.

1.2.2

Interest on the Loans shall be due and payable in arrears beginning on the first anniversary of the date of this Agreement and thereafter on December 31, March 31, June 30 and September 30 of each fiscal year of the Borrower thereafter and at such other times as may be specified herein.

1.2.3

Upon notice from the Lender to the Borrower, while any Event of Default exists, the Borrower shall pay interest on the unpaid principal amount due at the Interest Rate, plus two percent (2%) to the fullest extent permitted by applicable laws.

REPAYMENT

2.1.1

Except as otherwise provided in this Agreement or the Other Agreements, that portion of the Obligations consisting of: (1) the principal portion of the Loan shall be payable in full by Borrower to the Lender on or before the Maturity Date; (2) interest on the Loan shall be payable by Borrower to the Lender as set forth in Section 1.2.2 above; (3) all costs, fees and expenses payable pursuant to this Agreement and the Other Agreements shall be payable by Borrower to the Lender, or to such other Persons designated by Lender, on demand; and (4) the balance of the Obligations, if any, shall be payable by Borrower to the Lender on demand. All such payments to the Lender shall be payable at the Lender’s principal office in Chicago, Illinois, or at such other place or places as the Lender may designate in writing to Borrowers. All such payments to Persons other than the Lender shall be payable at such place or places as Lender may designate in writing to Borrower. All such payments made to Lender shall be paid by Borrower without offset or other reduction. Notwithstanding subclauses (1) and (2) of this Section 2.1.1, should the Merger Closing Date not occur within fourteen (14) days after the date of this Agreement, Borrower shall repay all of the Obligations owed to Lender, including, but not limited to, principal and accrued interest, without demand by Lender therefor.

2.1.2

When and as required hereunder, all payments to be made by the Borrower under this Agreement (whether principal, interest or otherwise) shall be made in Dollars, in immediately available funds.

2.1.3

If the due date of any payment under this Agreement would otherwise fall on a day that is not a Business Day, such due date shall be extended to the next succeeding Business Day, and interest shall be payable for the period of such extension.

2.1.4

Borrower may from time to time prepay all accrued and unpaid interest at any time, in whole or in part, without premium or penalty. After the one-year anniversary of the date of this Agreement, the unpaid principal balance and all accrued but unpaid interest and any and all other sums payable to any Lender hereunder may be prepaid at any time prior to the applicable due date or the Maturity Date without premium or penalty.

2.1.5

Each payment under this Agreement shall be applied first to the payment of accrued and unpaid interest and thereafter to the payment of principal.

2.1.6

All payments to be made by the Borrower pursuant to this Agreement shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Lender to which such payment is owed, not later than the date specified herein.

EVENTS OF DEFAULT

3.1.1

Promptly after the Borrower knows or has reason to believe that any Event of Default (as defined below) has occurred, the Borrower shall deliver to Lender a written notice thereof describing the same in reasonable detail.

3.1.2

“Event of Default” shall mean the occurrence or existence of one or more of the following at any time on or after the date of this Agreement:

(a)

the Borrower shall fail to pay the principal of, or interest on, this Agreement, when and as such principal or interest shall be due and payable, and such non-payment shall continue unremedied for a period of five (5) days;

(b)

any representation or warranty made by the Borrower hereunder or any of the other Loan Documents or any certificate furnished to the Lender by the Borrower in connection with this Agreement or any other Loan Document is incorrect in any material respect as of the date as of which the facts therein set forth were stated or certified;

(c)

the Borrower fails or neglects to perform, keep or observe any agreement, covenant or other provision under this Agreement or any of the other Loan Documents (other than as set forth in clauses (a) or (b) of this Section 3.1.2); provided however, Borrower shall have a period of 45 days after the occurrence thereof to cure any curable failure or neglect to perform, keep or observe any such agreement, covenant or other provision;

(d)

the Borrower shall (i) generally fail to pay its debts as they become due, or admit in writing its inability to pay its debts as they become due, (ii) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator or other custodian for the Borrower or for any substantial part of its assets, or make a general assignment for the benefit of its creditors, (iii) in the absence of such application, consent or acquiescence, permit or suffer to exist the involuntary appointment of a trustee, receiver, sequestrator or other custodian for the Borrower or for a substantial part of its assets, and such trustee, receiver, sequestrator or other custodian shall not be discharged within sixty (60) days, (iv) permit or suffer to exist the involuntary commencement of, or voluntarily commence, any Insolvency Proceedings under any Insolvency Laws, or permit or suffer to exist the involuntary commencement of, or voluntarily commence, any dissolution, winding up or liquidation proceeding, in each case, by or against the Borrower, provided that, if not commenced by the Borrower, such proceeding shall be consented to or acquiesced in by the Borrower, or shall result in the entry of an order for relief or shall remain undismissed for more than sixty (60) days, (v) permit the commencement of any case, proceeding or other action seeking the issuance of a warrant of attachment, execution, distraint or similar process against all or any material part of the assets of the Borrower or (vi) take any corporate action authorizing any of the foregoing;

(e)

this Agreement or any of the other Loan Documents shall (except in accordance with their terms), in whole or in material part, cease to be effective, or cease to be the legally valid, binding and enforceable obligation of the Borrower, or the Borrower shall, directly or indirectly, contest in any manner such effectiveness, validity, binding nature or enforceability;

(f)

the occurrence of a breach, default of event of default under any Other Lender Loan Agreement; or

(g)

the Lender shall not have or shall cease to have a valid and perfected lien in any Collateral purported to be covered by the Loan Documents with the priority required by the relevant Loan Document, in each case for any reason other than the failure of the Lender to take any action within its control, or the Borrower shall contest the validity or perfection of any lien in any Collateral purported to be covered by the Loan Documents.

3.1.3

If any Event of Default occurs and is continuing, the Lender may take any or all of the following actions:

(a)

declare the unpaid principal amount of the Loan, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; and

(b)

exercise all rights and remedies available to the Lender under the Loan Documents or at law or equity, including all remedies provided under the UCC (including taking possession and disposing of the Collateral pursuant to the terms thereof).

provided, however, if any Event of Default described in Section 3.1.2(d) shall at any time occur, the unpaid principal amount of the Loan and all interest and other Obligations shall automatically become due and payable without further act of the Lender. The Borrower agrees to pay all costs and expenses of collection and enforcement, including, without limitation, reasonable attorneys’ fees and expenses.

CREATION OF SECURITY INTEREST and pledge

4.1

Grant of Security Interest and Pledge

4.1.1

Borrower hereby grants to the Lender, to secure the payment and performance in full of all of the Obligations, a first position priority security interest in the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral, and Borrower shall make appropriate entries upon its financial statements and books and records disclosing Lender’s first position priority security interest and lien in the Collateral.

4.1.2

Borrower hereby pledges to the Lender and grants to the Lender a first position priority security interest and lien in and to the following (the “Pledged Collateral”):

(a)

All of the shares of capital stock of Issuer identified on Schedule 1 attached hereto and made a part hereof, any certificates representing the shares of such capital stock, all options and warrants for the purchase of shares of such capital stock of Issuer now or hereafter held in the name of the Borrower or held beneficially for the Borrower (said capital stock, options and warrants and all capital stock held in the name of or beneficially for the Borrower as a result of the exercise of such options or warrants being hereinafter collectively referred to as the “Pledged Stock”), delivered to Lender in accordance with this Agreement accompanied by stock powers in form and substance acceptable to Lender duly executed in blank, and all dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Stock;

(b)

One hundred percent (100%) of all additional shares of stock of Issuer acquired by Borrower in any manner, and the certificates representing such additional shares (any such additional shares shall constitute part of the Pledged Stock and Lender is irrevocably authorized to amend Schedule 1 from time to time to reflect such additional shares), and all options, warrants, dividends, cash, instruments and other rights and options from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares;

(c)

The property and interests in property described in Section 4.1.3 below; and

(d)

All proceeds of the foregoing.

4.1.3

If, during the term of this Agreement:

(a)

Any stock dividend, reclassification, readjustment, split or other change is declared or made in the capital structure of Issuer or any option included within the Pledged Collateral is exercised, or both, or

(b)

Any subscription warrants or any other rights or options shall be issued in connection with the Pledged Collateral,

then such shares, warrants, rights, options or other securities shall be immediately delivered to and held by the Lender under the terms of this Agreement and shall constitute Pledged Collateral hereunder; provided, however, that nothing contained in this Section 4.1.3 shall be deemed as the Lender’s consent to any stock dividend, issuance of additional stock, warrants, rights or options, reclassification, readjustment, split or other change in the capital structure of Issuer.

4.2

Non-Transferable Collateral

The grant of the security interest contained in Section 4.1 shall not extend to, and the term “Collateral” shall not include, any general intangibles, now or hereafter held or owned by Borrower, to the extent, in each case, that (i) a security interest may not be granted by Borrower in such general intangibles as a matter of law, or under the terms of the governing document applicable thereto, without the consent of one or more applicable parties thereto and (ii) such consent has not been obtained; provided that the grant of the security interest contained in Section 4.1 shall extend to, and the term “Collateral” shall include, (x) any and all proceeds of such general intangibles to the extent that the proceeds are not themselves subject to this Section 4.2 and (y) upon any such applicable party or parties’ consent with respect to any otherwise excluded general intangibles being obtained, thereafter such general intangibles, as the case may be; provided, further, that the provisions of this Section 4.2 shall not apply to (x) such general intangibles to the extent that the restriction on Borrower granting a security interest therein is not effective under applicable law or (y) payment intangibles.

4.3

Authorization to File Financing Statements

Borrower hereby authorizes the Lender to file financing statements, without notice to Borrower, with all appropriate jurisdictions to perfect or protect Lender and Lender’s interest or rights hereunder, including a notice that any disposition of the Collateral, by Borrower or any other Person, shall be deemed to violate the rights of the Lender under the Code. Without limiting the foregoing, Borrower hereby authorizes the Lender to file financing statements which describe the collateral as “all assets” and/or “all personal property” of Borrower or words of similar import. Borrower also ratifies its authorization for the Lender to have filed in any Uniform Commercial Code jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof.

4.4

Actions as to any and all Collateral

Borrower agrees, upon the request of the Lender to take any and all other actions as the Lender may determine to be necessary or useful for the attachment, perfection and first priority of, and the ability of the Lender to enforce, the security interest granted hereunder in any and all of the Collateral, including (a) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the Uniform Commercial Code of any relevant jurisdiction, to the extent, if any, that Borrower’s signature thereon is required therefor, (b) entering into appropriate control agreements to perfect Collateral that must be perfected by “control” under the UCC, (c) causing the Lender’s name to be noted as secured party on any certificate of title for a titled good if such notation is a condition to attachment, perfection or priority of, or ability of the Lender to enforce, the security interest granted hereunder in such Collateral, (d) complying with any provision of any statute, regulation or treaty of the United States as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of the Lender to enforce, the security interest granted hereunder in such Collateral, (e) taking all actions under any earlier versions of the UCC or under any other law, as reasonably determined by the Lender to be applicable in any relevant Uniform Commercial Code or other jurisdiction, including any foreign jurisdiction and (f) taking any action reasonably requested by Lender to protect such security interest, including without limitation, delivering the Collateral to Lender.

REPRESENTATIONS, WARRANTIES AND COVENANTS

5.1

The Borrower represents and warrants to the Lender as follows: (a) the proceeds of the Loan will be used solely to (i) purchase equity and equity-linked securities of Issuer, and (ii) pay related expenses and as otherwise expressly approved by the Lender; and (b) the Borrower (i) is duly organized or formed, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (A) own or lease its assets and carry on its business and (B) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (iii) is duly qualified and is licensed and, as applicable, in good standing under the laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, except where the failure to so qualify or be so licensed would not result in a material adverse effect on the Borrower.

5.2

The Borrower agrees with the Lender and warrants that, from and after the date hereof and until all of the Obligations of the Borrower to the Lender have been paid in full, except as otherwise expressly consented to, in each instance, by the Lender in writing, the Borrower shall: (a) (i) preserve, renew and maintain in full force and effect its legal existence and good standing under the laws of the jurisdiction of its organization; and (ii) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business; (b) if requested by the Lender, keep all property of the Borrower, including without limitation, all Collateral securing the Obligations of the Borrower to the Lender, insured against risks of loss or damage by fire (including so-called extended coverage), theft and such other casualties as is customary in the industry of the Borrower; (c) pay and discharge as the same shall become due and payable, all of the Borrower’s obligations and liabilities, including all lawful claims which, if unpaid, would by law become a lien upon its property, and all indebtedness, as and when due and payable, but subject to any subordination provisions contained in any instrument or agreement evidencing such indebtedness; and (d) on or prior to the date that is 45 days after the date of this Agreement, deliver to the Lender such fully-executed and effective documents, agreements and instruments, as reasonably requested by and in form and substance reasonably satisfactory to the Lender, to fully perfect the security interest in the Collateral granted to the Lender pursuant hereto to secure payment of all the Obligations of the Borrower, and such other certificates, documents, instruments or agreements as the Lender may reasonably require in connection with any of the foregoing.

5.3

5.4

5.5

The Borrower covenants and agrees that it shall not permit the fair market value of the Collateral to be less than $7,000,000 at any time, based on the volume weighted public trading price of Collateral over the previous 10 trading days, as reasonably calculated by the Lender.

5.6

Borrower shall, within thirty (30) days after the end of each fiscal quarter of Borrower, cause to be furnished to the Lender (a) a statement of assets and liabilities of Borrower and (b) calculations setting forth the compliance with the financial covenants set forth in subsection 5.5 hereof, in each case in respect of the most recently completed fiscal quarter, which shall be certified to the Lender by the Managers of Borrower as being true and correct and shall contain a statement that no Event of Default then exists, or, if an Event of Default then exists, a description of such Event of Default.

5.7

Within thirty (30) Business Days after the date of this Agreement, Borrower shall deliver to Lender (a) 166,167 freely tradable warrants of Issuer with a strike price of $11.50 a share and (b) any certificates representing the Securities, accompanied by stock powers in form and substance acceptable to Lender duly executed in blank.

DEFINED TERMS

6.1

As used in this Agreement (including without limitation the Schedule attached hereto), the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

“Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, controls or is controlled by or is under common control with the Person specified.

“Agreement and Plan of Merger” means that certain Agreement and Plan of Merger dated March 23, 2016 by and among Limbach Holdings LLC, a Delaware limited liability company, Issuer, and FdG HVAC LLC, a Delaware limited liability company.

“Business Day” shall mean any day excluding Saturday, Sunday and any day that shall be in the City of New York a legal holiday or a day on which banking institutions are authorized by law or other governmental actions to close.

“Collateral” means all of the Borrower’s personal property of every kind and nature including all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents (including, if applicable, electronic documents), accounts, chattel paper (whether tangible or electronic), deposit accounts, letter-of-credit rights (whether or not the letter of credit is evidenced by a writing), commercial tort claims, securities and all other investment property, supporting obligations, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) and all proceeds and products thereof and distributions thereon, it being understood that “Collateral” shall specifically include the property described on attached Schedule 1 (such scheduled property, the “Securities”), and the other Pledged Collateral in connection with the Securities.

“Default” means any default or any condition or event which, after notice or lapse of time, or both, would become an Event of Default.

“Dollars” and “$” mean the lawful currency of the United States of America.

“Insolvency Laws” means the bankruptcy or insolvency laws of the United States or any other similar law of any other jurisdiction covering the protection of creditors’ rights or the relief of debtors.

“Insolvency Proceedings” means, as to any Person, any dissolution, winding up, liquidation, arrangement, reorganization, adjustment, protection, relief or composition of such Person or its debts, whether voluntary or involuntary, in any bankruptcy, insolvency, arrangement, reorganization, receivership, relief or other similar action or proceeding under any Insolvency Laws, or upon any assignment for the benefit of creditors or any marshalling of the assets of such Person, or otherwise.

“Issuer” means 1347 Capital Corp., a Delaware corporation.

“Loan Documents” means, collectively, this Agreement, together with the Other Agreements.

“Maturity Date” means the earlier of (i) July 18, 2019 and (ii) the date all of the Obligations otherwise become due and payable in accordance with the terms hereof.

“Merger Closing Date” means the “Closing Date” as defined in the Agreement and Plan of Merger.

“Obligations” means, collectively, all of the obligations of the Borrower to the Lender under or in respect of this Agreement or any of the other Loan Documents, whether direct or indirect, absolute or contingent, and whether for principal, interest (including interest accruing after the filing of a petition initiating any Insolvency Proceeding, whether or not such interest accrues after the filing of such petition for purposes of any applicable Insolvency Laws, or is an allowed claim in such Insolvency Proceeding), premium, fees, indemnification payments, contract causes of action, costs, expenses or otherwise, together with all costs, fees and expenses of Lender arising hereunder, including, but not limited to, (1) the indebtedness evidenced by this Agreement, and (2) reasonable and documented out-of-pocket attorneys’ and paralegals’ fees or charges relating to the preparation of this Agreement and the other Loan Documents and the enforcement of Lender’s rights and remedies pursuant to this Agreement and the Other Agreements.

“Other Agreements” means all agreements, instruments and documents now or from time to time hereafter executed by or on behalf of Borrower or any other Person and delivered to Lender in connection with the Obligations or any of the transactions contemplated herein, together with any amendments, modifications, extensions or renewals thereto.

“Other Lender Loan Agreement” means, individually and collectively, (i) that certain Loan and Security Agreement of even date herewith by and between Borrower and GrizzlyRock Value Partners, LP, a Delaware limited partnership, as amended, restated or renewed from time to time, and (ii) each other Loan and Security Agreement entered into on or after the date hereof between the Borrower and the other lenders parties thereto, in each case on substantially the same terms as this Agreement and in each case as amended, restated or renewed from time to time.

“Person” means an individual, partnership, corporation (including a business trust), limited liability company, unlimited liability company, joint stock company, trust, unincorporated association, joint venture or other entity, or a government or any political subdivision or agency thereof.

“Pledged Stock” shall have the meaning ascribed in Section 4.1(b) of this Agreement.

“UCC” means the Uniform Commercial Code as in effect in the State of New York; provided that, if perfection or the effect of perfection or non-perfection or the priority of any security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, “UCC” means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority.

6.2

All terms defined in the UCC and used herein shall have the same definitions herein as specified therein. However, if a term is defined in Article 9 of the UCC differently than in another Article of the UCC, the term has the meaning specified in Article 9.

MISCELlANEOuS

7.1

Indemnity

The Borrower shall indemnify and hold harmless the Lender and its officers, directors, employees, Affiliates, and agents (each, an “Indemnitee”) against any claims that may be incurred by or asserted against any Indemnitee, including claims asserted by the Borrower or other Person or arising from the negligence of an Indemnitee. In no event shall any party to a Loan Document have any obligation thereunder to indemnify or hold harmless an Indemnitee with respect to a claim that is determined in a final, non-appealable judgment by a court of competent jurisdiction to result from the gross negligence or willful misconduct of such Indemnitee.

7.2

Assignment; Binding Effect

This Agreement shall be binding upon the Borrower, its successors and assigns and shall inure to the benefit of the Lender and their respective successors and permitted assigns and transferees; provided that the Borrower may not delegate or assign any of its respective obligations or rights hereunder or otherwise transfer this Agreement without the prior written consent of the Lender. No Lender shall have the right to assign any part of its portion of the Loan, rights or obligations under this Agreement without prior written consent of the Borrower. This Agreement shall be an obligation solely of the Borrower and shall not be enforceable against any equity holders of the Borrower.

7.3

Counterparts

This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

7.4

Severability

Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

7.5

Notices

Any and all notices, demands, requests, consents, designations, waivers and other communications required or desired hereunder shall be in writing and shall be deemed effective upon personal delivery, upon confirmed facsimile transmission, upon receipted delivery by reputable overnight carrier, or three (3) days after mailing if mailed by registered or certified mail, return receipt requested, postage prepaid, to Borrower or Lender at the following addresses or facsimile numbers or such other addresses and facsimile numbers as Borrower or Lender may specify in like manner; provided, however, that notices of a change of address or facsimile number shall be effective only upon receipt thereof:

If to Borrower, then to:

1347 Investors LLC

Manager: Larry G. Swets

150 Pierce Road, 6th Floor

Itasca, IL 60143

Email: lswets@kfscap.com

If to Lender, then to:

American Service Insurance Company, Inc.

150 Northwest Point Blvd., 3^rd Floor

Elk Grove, Village, IL 60007

Attention: Scott D. Wollney

E-Mail: swollney@atlas-fin.com

With a copy to:

Winston & Strawn LLP

200 Park Avenue

New York, NY 10166-4193

Attention: Joel L. Rubinstein, Esq.

Facsimile No.: (212) 294-4700

With a copy to:

DLA Piper LLP (US)

203 North LaSalle Street, Suite 1900

Chicago, IL 60601

Attention: Brian Doyle

E-Mail: brian.doyle@dlapiper.com

7.6

Amendments

No amendment, modification, termination or waiver of any provision hereof shall in any event be effective unless the same shall be in writing and signed by the Borrower and the Lender, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

7.7

Exercise of Rights

No failure on the part of the holder to exercise, and no delay in exercising, any right, power or remedy shall operate as a waiver thereof; nor shall any single or partial exercise of any right preclude any other or further exercise thereof or the exercise of any other right. The remedies provided for herein are cumulative and not exclusive of any remedies provided by law.

7.8

Headings

The headings in this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement.

GOVERNING LAW AND JURISDICTION

8.1

Governing law

This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York (without reference to its rules as to conflicts of laws).

8.2

Jurisdiction; Waiver of Jury Trial

8.2.1

EACH PARTY BY ITS EXECUTION HEREOF (A) HEREBY IRREVOCABLY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE STATE COURTS OF THE STATE OF NEW YORK AND TO THE NONEXCLUSIVE JURISDICTION OF ANY FEDERAL COURTS SITTING IN NEW YORK, NEW YORK FOR THE PURPOSE OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE SUBJECT MATTER HEREOF OR THEREOF, AND (B) HEREBY WAIVES, TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, AND AGREES NOT TO ASSERT, BY WAY OF MOTION, AS A DEFENSE OR OTHERWISE, IN ANY SUCH PROCEEDING, ANY CLAIM THAT IT IS NOT SUBJECT PERSONALLY TO THE JURISDICTION OF THE ABOVE NAMED COURTS, THAT ITS PROPERTY IS EXEMPT OR IMMUNE FROM ATTACHMENT OR EXECUTION, THAT ANY SUCH PROCEEDING BROUGHT IN ONE OF THE ABOVE NAMED COURTS IS IMPROPER, OR THAT THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE SUBJECT MATTER HEREOF OR THEREOF MAY NOT BE ENFORCED IN OR BY SUCH COURT. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

8.2.2

TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH OF THE BORROWER AND THE LENDERS HEREBY WAIVES, AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE, CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE SUBJECT MATTER HEREOF OR THEREOF OR ANY OBLIGATION OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE BORROWER OR THE LENDERS IN CONNECTION WITH ANY OF THE ABOVE, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING AND WHETHER IN CONTRACT OR TORT OR OTHERWISE. THE BORROWER ACKNOWLEDGES THAT THE PROVISIONS OF THIS SECTION CONSTITUTE A MATERIAL INDUCEMENT UPON WHICH THE LENDERS ARE RELYING AND UPON WHICH THE LENDERS HAVE RELIED IN MAKING THE LOANS TO THE BORROWER. THE LENDERS OR THE BORROWER MAY FILE THE ORIGINAL OF THIS AGREEMENT OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH OF THE BORROWER AND THE LENDERS TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

[SIGNATURE PAGE TO FOLLOW]

IN WITNESS WHEREOF, this Agreement has been entered into on the date stated at the beginning of this Agreement.

LENDER:

American Service Insurance Company, Inc.

/s/ Paul A. Romano
Name:	Paul A. Romano
Title:	VP and CFO

BORROWER:

1347 Investors LLC

/s/ Hassan Baqar
Name:	Hassan R. Baqar
Title:	President

Signature Page to Loan and Security Agreement
among 1347 Investors LLC and the Lender party hereto.

SCHEDULE 1

Collateral

As used in this Agreement, “Collateral” shall include the following as of the date hereof:

Convertible Preferred Stock of 1347 Capital Corp., a Delaware corporation (“1347”), having a par value of $3,333,333.34

500,000 shares of common stock of 1347, if the outstanding Loan is $3,333,333.34; and 666,667 shares of common stock of 1347 if the outstanding Loan is $5,000,000

350,000 shares of common stock of 1347 presently held by the Borrower (commonly known as the Sponsor shares)

66,000 units of 1347 issued to Borrower in connection a private placement thereof comprised of the following: (i) 66,000 shares of common stock of 1347; (ii) 66,000 rights that will automatically convert into 6,600 common shares of 1347 at the Merger Closing Date; and (iii) 66,000 warrants having the same terms as the public traded warrants of 1347.

183,333 warrants issued by 1347 to Borrower having a strike price of $15 each.

EX-99.12 12 v446074_ex12.htm EXHIBIT 12

Exhibit 12

LOAN AND SECURITY AGREEMENT

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 IWS Acquisition Corp (the “Lender”) and 1347 Investors LLC, a Delaware limited liability company (“Borrower”).

IT IS AGREED as follows:

THE LOANS

1.1

Loans

1.1.1

FOR VALUE RECEIVED, the Borrower hereby absolutely and unconditionally promises to pay to the order of the Lender on the Maturity Date (as hereinafter defined) the principal sum of up to EIGHT HUNDRED THOUSAND DOLLARS ($800,000.00) (the “Loan”), in accordance with the terms, and subject to the conditions of, this Agreement and to pay interest as hereinafter provided on the principal sum outstanding hereunder from time to time from the date hereof, together with all other outstanding Obligations (as hereinafter defined).

1.1.2

The Lender agrees, subject to the terms and conditions of this Agreement, to make the amount of the Loan to the Borrower on the date hereof.

1.1.3

The Lender shall make all funds available to the Borrower by wire transfer of such funds in accordance with instructions provided by the Borrower to (and reasonably acceptable to) the Lender.

1.1.4

1.2

Interest

1.2.1

1.2.2

1.2.3

REPAYMENT

2.1.1

2.1.2

When and as required hereunder, all payments to be made by the Borrower under this Agreement (whether principal, interest or otherwise) shall be made in Dollars, in immediately available funds.

2.1.3

2.1.4

2.1.5

Each payment under this Agreement shall be applied first to the payment of accrued and unpaid interest and thereafter to the payment of principal.

2.1.6

EVENTS OF DEFAULT

3.1.1

3.1.2

“Event of Default” shall mean the occurrence or existence of one or more of the following at any time on or after the date of this Agreement:

(a)

(b)

(c)

(d)

(e)

(f)

the occurrence of a breach, default of event of default under any Other Lender Loan Agreement; or

(g)

3.1.3

If any Event of Default occurs and is continuing, the Lender may take any or all of the following actions:

(a)

(b)

4	CREATION OF SECURITY INTEREST and pledge

4.1

Grant of Security Interest and Pledge

4.1.1

4.1.2

Borrower hereby pledges to the Lender and grants to the Lender a first position priority security interest and lien in and to the following (the “Pledged Collateral”):

(a)

(b)

(c)

The property and interests in property described in Section 4.1.3 below; and

(d)

All proceeds of the foregoing.

4.1.3

If, during the term of this Agreement:

(a)

(b)

Any subscription warrants or any other rights or options shall be issued in connection with the Pledged Collateral,

4.2

Non-Transferable Collateral

4.3

Authorization to File Financing Statements

4.4

Actions as to any and all Collateral

REPRESENTATIONS, WARRANTIES AND COVENANTS

5.1

5.2

5.3

5.4

5.5

The Borrower covenants and agrees that it shall not permit the fair market value of the Collateral to be less than $1,120,000 at any time, based on the volume weighted public trading price of Collateral over the previous 10 trading days, as reasonably calculated by the Lender.

5.6

5.7

Within thirty (30) Business Days after the date of this Agreement, Borrower shall deliver to Lender (a) 26,667 freely tradable warrants of Issuer with a strike price of $11.50 a share and (b) any certificates representing the Securities, accompanied by stock powers in form and substance acceptable to Lender duly executed in blank.

DEFINED TERMS

6.1

“Default” means any default or any condition or event which, after notice or lapse of time, or both, would become an Event of Default.

“Dollars” and “$” mean the lawful currency of the United States of America.

“Issuer” means 1347 Capital Corp., a Delaware corporation.

“Loan Documents” means, collectively, this Agreement, together with the Other Agreements.

“Maturity Date” means the earlier of (i) July 18, 2019 and (ii) the date all of the Obligations otherwise become due and payable in accordance with the terms hereof.

“Merger Closing Date” means the “Closing Date” as defined in the Agreement and Plan of Merger.

“Other Lender Loan Agreement” means, individually and collectively, (i) that certain Loan and Security Agreement dated on or about the date hereof by and between Borrower and American Service Insurance Company, as amended, restated or renewed from time to time, (ii) that certain Loan and Security Agreement dated on or about the date hereof by and between Borrower and GrizzlyRock Value Partners, LP, as amended, restated or renewed from time to time, and (iii) each other Loan and Security Agreement entered into on, about or after the date hereof between the Borrower and the other lenders parties thereto, in each case on substantially the same terms as this Agreement and in each case as amended, restated or renewed from time to time.

“Pledged Stock” shall have the meaning ascribed in Section 4.1(b) of this Agreement.

6.2

MISCELlANEOuS

7.1

Indemnity

7.2

Assignment; Binding Effect

7.3

Counterparts

This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

7.4

Severability

7.5

Notices

If to Borrower, then to:	If to Lender, then to:

1347 Investors LLC	IWS Acquisition Corp
Manager: Larry G. Swets	Eric Wikander, President
150 Pierce Road, 6th Floor	5901 Broken Sand Parkway, NW, Ste 400
Itasca, IL 60143	Boca, Raton, FL 33487
Email: lswets@kfscap.com	ewikander@iwsgroup.com
	561-981-7024
With a copy to:

Winston & Strawn LLP
200 Park Avenue
New York, NY 10166-4193
Attention: Joel L. Rubinstein, Esq.
Facsimile No.: (212) 294-4700

7.6

Amendments

7.7

Exercise of Rights

7.8

Headings

The headings in this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement.

GOVERNING LAW AND JURISDICTION

8.1

Governing law

This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York (without reference to its rules as to conflicts of laws).

8.2

Jurisdiction; Waiver of Jury Trial

8.2.1

8.2.2

[SIGNATURE PAGE TO FOLLOW]

IN WITNESS WHEREOF, this Agreement has been entered into on the date stated at the beginning of this Agreement.

LENDER:

IWS Acquisition Corp

/s/ Eric Wikander
Name:	Eric Wikander
Title:	President

BORROWER:

1347 Investors LLC

/s/ Hassan R. Baqar
Name:	Hassan R. Baqar
Title:	President

Signature Page to Loan and Security Agreement

among 1347 Investors LLC and the Lender party hereto.

SCHEDULE 1

Collateral

As used in this Agreement, “Collateral” shall include the following as of the date hereof:

Convertible Preferred Stock of 1347 Capital Corp., a Delaware corporation (“1347”), having a par value of $820,513

68,939 shares of common stock of 1347

58,410 shares of common stock of 1347 presently held by the Borrower (commonly known as the Sponsor shares)

16,246 units of 1347 issued to Borrower in connection a private placement thereof comprised of the following: (i) 16,246 shares of common stock of 1347; (ii) 16,246 rights that will automatically convert into 1,624 common shares of 1347 at the Merger Closing Date; and (iii) 16,246 warrants having the same terms as the public traded warrants of 1347.

32,821 warrants issued by 1347 to Borrower having a strike price of $15 each.

EX-99.13 13 v446074_ex13.htm EXHIBIT 13

Exhibit 13

LOAN AND SECURITY AGREEMENT

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 Jemada Holdings LLC (the “Lender”) and 1347 Investors LLC, a Delaware limited liability company (“Borrower”).

IT IS AGREED as follows:

THE LOANS

1.1

Loans

1.1.1

FOR VALUE RECEIVED, the Borrower hereby absolutely and unconditionally promises to pay to the order of the Lender on the Maturity Date (as hereinafter defined) the principal sum of up to ONE MILLION DOLLARS ($1,000,000.00) (the “Loan”), in accordance with the terms, and subject to the conditions of, this Agreement and to pay interest as hereinafter provided on the principal sum outstanding hereunder from time to time from the date hereof, together with all other outstanding Obligations (as hereinafter defined).

1.1.2

The Lender agrees, subject to the terms and conditions of this Agreement, to make the amount of the Loan to the Borrower on the date hereof.

1.1.3

The Lender shall make all funds available to the Borrower by wire transfer of such funds in accordance with instructions provided by the Borrower to (and reasonably acceptable to) the Lender.

1.1.4

1.2

Interest

1.2.1

1.2.2

1.2.3

REPAYMENT

2.1.1

2.1.2

When and as required hereunder, all payments to be made by the Borrower under this Agreement (whether principal, interest or otherwise) shall be made in Dollars, in immediately available funds.

2.1.3

2.1.4

2.1.5

Each payment under this Agreement shall be applied first to the payment of accrued and unpaid interest and thereafter to the payment of principal.

2.1.6

EVENTS OF DEFAULT

3.1.1

3.1.2

“Event of Default” shall mean the occurrence or existence of one or more of the following at any time on or after the date of this Agreement:

(a)

(b)

(c)

(d)

(e)

(f)

the occurrence of a breach, default of event of default under any Other Lender Loan Agreement; or

(g)

3.1.3

If any Event of Default occurs and is continuing, the Lender may take any or all of the following actions:

(a)

(b)

CREATION OF SECURITY INTEREST and pledge

4.1

Grant of Security Interest and Pledge

4.1.1

4.1.2

Borrower hereby pledges to the Lender and grants to the Lender a first position priority security interest and lien in and to the following (the “Pledged Collateral”):

(a)

(b)

(c)

The property and interests in property described in Section 4.1.3 below; and

(d)

All proceeds of the foregoing.

4.1.3

If, during the term of this Agreement:

(a)

(b)

Any subscription warrants or any other rights or options shall be issued in connection with the Pledged Collateral,

4.2

Non-Transferable Collateral

4.3

Authorization to File Financing Statements

4.4

Actions as to any and all Collateral

REPRESENTATIONS, WARRANTIES AND COVENANTS

5.1

5.2

5.3

5.4

5.5

The Borrower covenants and agrees that it shall not permit the fair market value of the Collateral to be less than $1,400,000 at any time, based on the volume weighted public trading price of Collateral over the previous 10 trading days, as reasonably calculated by the Lender.

5.6

5.7

Within thirty (30) Business Days after the date of this Agreement, Borrower shall deliver to Lender (a) 33,333 freely tradable warrants of Issuer with a strike price of $11.50 a share and (b) any certificates representing the Securities, accompanied by stock powers in form and substance acceptable to Lender duly executed in blank.

DEFINED TERMS

6.1

“Default” means any default or any condition or event which, after notice or lapse of time, or both, would become an Event of Default.

“Dollars” and “$” mean the lawful currency of the United States of America.

“Issuer” means 1347 Capital Corp., a Delaware corporation.

“Loan Documents” means, collectively, this Agreement, together with the Other Agreements.

“Maturity Date” means the earlier of (i) July 18, 2019 and (ii) the date all of the Obligations otherwise become due and payable in accordance with the terms hereof.

“Merger Closing Date” means the “Closing Date” as defined in the Agreement and Plan of Merger.

“Pledged Stock” shall have the meaning ascribed in Section 4.1(b) of this Agreement.

6.2

MISCELlANEOuS

7.1

Indemnity

7.2

Assignment; Binding Effect

7.3

Counterparts

This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

7.4

Severability

7.5

Notices

If to Borrower, then to:

1347 Investors LLC

Manager: Larry G. Swets

150 Pierce Road, 6th Floor

Itasca, IL 60143

Email: lswets@kfscap.com

If to Lender, then to:

Jemada Holdings LLC

214 Sarles Street

Bedford Corners, NY 10549

Email: garyschaevitz@gmail.com

Tel: 914-666-3180

With a copy to:

Winston & Strawn LLP

200 Park Avenue

New York, NY 10166-4193

Attention: Joel L. Rubinstein, Esq.

Facsimile No.: (212) 294-4700

7.6

Amendments

7.7

Exercise of Rights

7.8

Headings

The headings in this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement.

GOVERNING LAW AND JURISDICTION

8.1

Governing law

This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York (without reference to its rules as to conflicts of laws).

8.2

Jurisdiction; Waiver of Jury Trial

8.2.1

8.2.2

[SIGNATURE PAGE TO FOLLOW]

IN WITNESS WHEREOF, this Agreement has been entered into on the date stated at the beginning of this Agreement.

LENDER:

Jemada Holdings LLC

/s/ Sandra Schaevitz
Name:	Sandra Schaevitz
Title:	Trustee

BORROWER:

1347 Investors LLC

/s/ Hassan R. Baqar
Name:	Hassan R. Baqar
Title:	President

Signature Page to Loan and Security Agreement
among 1347 Investors LLC and the Lender party hereto.

SCHEDULE 1

Collateral

As used in this Agreement, “Collateral” shall include the following as of the date hereof:

Convertible Preferred Stock of 1347 Capital Corp., a Delaware corporation (“1347”), having a par value of $1,025,641

86,174 shares of common stock of 1347

73,012 shares of common stock of 1347 presently held by the Borrower (commonly known as the Sponsor shares)

20,308 units of 1347 issued to Borrower in connection a private placement thereof comprised of the following: (i) 20,308 shares of common stock of 1347; (ii) 20,308 rights that will automatically convert into 2,030 common shares of 1347 at the Merger Closing Date; and (iii) 20,308 warrants having the same terms as the public traded warrants of 1347.

41,026 warrants issued by 1347 to Borrower having a strike price of $15 each.

EX-99.14 14 v446074_ex14.htm EXHIBIT 14

Exhibit 14

LOAN AND SECURITY AGREEMENT

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 Doug Levine 2012 Childrens Trust (the “Lender”) and 1347 Investors LLC, a Delaware limited liability company (“Borrower”).

IT IS AGREED as follows:

THE LOANS

1.1

Loans

1.1.1

FOR VALUE RECEIVED, the Borrower hereby absolutely and unconditionally promises to pay to the order of the Lender on the Maturity Date (as hereinafter defined) the principal sum of up to ONE MILLION DOLLARS ($1,000,000.00) (the “Loan”), in accordance with the terms, and subject to the conditions of, this Agreement and to pay interest as hereinafter provided on the principal sum outstanding hereunder from time to time from the date hereof, together with all other outstanding Obligations (as hereinafter defined).

1.1.2

The Lender agrees, subject to the terms and conditions of this Agreement, to make the amount of the Loan to the Borrower on the date hereof.

1.1.3

The Lender shall make all funds available to the Borrower by wire transfer of such funds in accordance with instructions provided by the Borrower to (and reasonably acceptable to) the Lender.

1.1.4

1.2

Interest

1.2.1

1.2.2

1.2.3

REPAYMENT

2.1.1

2.1.2

When and as required hereunder, all payments to be made by the Borrower under this Agreement (whether principal, interest or otherwise) shall be made in Dollars, in immediately available funds.

2.1.3

2.1.4

2.1.5

Each payment under this Agreement shall be applied first to the payment of accrued and unpaid interest and thereafter to the payment of principal.

2.1.6

EVENTS OF DEFAULT

3.1.1

3.1.2

“Event of Default” shall mean the occurrence or existence of one or more of the following at any time on or after the date of this Agreement:

(a)

(b)

(c)

(d)

(e)

(f)

the occurrence of a breach, default of event of default under any Other Lender Loan Agreement; or

(g)

3.1.3

If any Event of Default occurs and is continuing, the Lender may take any or all of the following actions:

(a)

(b)

CREATION OF SECURITY INTEREST and pledge

4.1

Grant of Security Interest and Pledge

4.1.1

4.1.2

Borrower hereby pledges to the Lender and grants to the Lender a first position priority security interest and lien in and to the following (the “Pledged Collateral”):

(a)

(b)

(c)

The property and interests in property described in Section 4.1.3 below; and

(d)

All proceeds of the foregoing.

4.1.3

If, during the term of this Agreement:

(a)

(b)

Any subscription warrants or any other rights or options shall be issued in connection with the Pledged Collateral,

4.2

Non-Transferable Collateral

4.3

Authorization to File Financing Statements

4.4

Actions as to any and all Collateral

REPRESENTATIONS, WARRANTIES AND COVENANTS

5.1

5.2

5.3

5.4

5.5

5.6

5.7

DEFINED TERMS

6.1

“Default” means any default or any condition or event which, after notice or lapse of time, or both, would become an Event of Default.

“Dollars” and “$” mean the lawful currency of the United States of America.

“Issuer” means 1347 Capital Corp., a Delaware corporation.

“Loan Documents” means, collectively, this Agreement, together with the Other Agreements.

“Maturity Date” means the earlier of (i) July 18, 2019 and (ii) the date all of the Obligations otherwise become due and payable in accordance with the terms hereof.

“Merger Closing Date” means the “Closing Date” as defined in the Agreement and Plan of Merger.

“Pledged Stock” shall have the meaning ascribed in Section 4.1(b) of this Agreement.

6.2

MISCELlANEOuS

7.1

Indemnity

7.2

Assignment; Binding Effect

7.3

Counterparts

This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

7.4

Severability

7.5

Notices

If to Borrower, then to:

1347 Investors LLC

Manager: Larry G. Swets

150 Pierce Road, 6th Floor

Itasca, IL 60143

Email: lswets@kfscap.com

If to Lender, then to:

Doug Levine 2012 Childrens Trust

2760 North Bay Road

Miami Beach, FL 33140

Notice Attn: Kaisa Levine Trustee

Email: kaysweed@gmail.com

Tel: 786-877-5322

With a copy to:

Winston & Strawn LLP

200 Park Avenue

New York, NY 10166-4193

Attention: Joel L. Rubinstein, Esq.

Facsimile No.: (212) 294-4700

7.6

Amendments

7.7

Exercise of Rights

7.8

Headings

The headings in this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement.

GOVERNING LAW AND JURISDICTION

8.1

Governing law

This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York (without reference to its rules as to conflicts of laws).

8.2

Jurisdiction; Waiver of Jury Trial

8.2.1

8.2.2

[SIGNATURE PAGE TO FOLLOW]

IN WITNESS WHEREOF, this Agreement has been entered into on the date stated at the beginning of this Agreement.

LENDER:

Doug Levine 2012 Childrens Trust

/s/ Kaisa Levine
Name:	Kaisa Levine
Title:	Trustee

BORROWER:

1347 Investors LLC

/s/ Hassan R. Baqar

Name:

Hassan R. Baqar

Title:

President

Signature Page to Loan and Security Agreement
among 1347 Investors LLC and the Lender party hereto.

SCHEDULE 1

Collateral

As used in this Agreement, “Collateral” shall include the following as of the date hereof:

Convertible Preferred Stock of 1347 Capital Corp., a Delaware corporation (“1347”), having a par value of $1,025,641

86,174 shares of common stock of 1347

73,012 shares of common stock of 1347 presently held by the Borrower (commonly known as the Sponsor shares)

41,026 warrants issued by 1347 to Borrower having a strike price of $15 each.

EX-99.15 15 v446074_ex15.htm EXHIBIT 15

Exhibit 15

LOAN AND SECURITY AGREEMENT

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”).

IT IS AGREED as follows:

THE LOANS

1.1

Loans

1.1.1

FOR VALUE RECEIVED, the Borrower hereby absolutely and unconditionally promises to pay to the order of the Lender on the Maturity Date (as hereinafter defined) the principal sum of up to TWO HUNDRED THOUSAND DOLLARS ($200,000.00) (the “Loan”), in accordance with the terms, and subject to the conditions of, this Agreement and to pay interest as hereinafter provided on the principal sum outstanding hereunder from time to time from the date hereof, together with all other outstanding Obligations (as hereinafter defined).

1.1.2

The Lender agrees, subject to the terms and conditions of this Agreement, to make the amount of the Loan to the Borrower on the date hereof.

1.1.3

The Lender shall make all funds available to the Borrower by wire transfer of such funds in accordance with instructions provided by the Borrower to (and reasonably acceptable to) the Lender.

1.1.4

1.2

Interest

1.2.1

1.2.2

1.2.3

REPAYMENT

2.1.1

2.1.2

When and as required hereunder, all payments to be made by the Borrower under this Agreement (whether principal, interest or otherwise) shall be made in Dollars, in immediately available funds.

2.1.3

2.1.4

2.1.5

Each payment under this Agreement shall be applied first to the payment of accrued and unpaid interest and thereafter to the payment of principal.

2.1.6

EVENTS OF DEFAULT

3.1.1

3.1.2

“Event of Default” shall mean the occurrence or existence of one or more of the following at any time on or after the date of this Agreement:

(a)

(b)

(c)

(d)

(e)

(f)

the occurrence of a breach, default of event of default under any Other Lender Loan Agreement; or

(g)

3.1.3

If any Event of Default occurs and is continuing, the Lender may take any or all of the following actions:

(a)

(b)

CREATION OF SECURITY INTEREST and pledge

4.1

Grant of Security Interest and Pledge

4.1.1

4.1.2

Borrower hereby pledges to the Lender and grants to the Lender a first position priority security interest and lien in and to the following (the “Pledged Collateral”):

(a)

(b)

(c)

The property and interests in property described in Section 4.1.3 below; and

(d)

All proceeds of the foregoing.

4.1.3

If, during the term of this Agreement:

(a)

(b)

Any subscription warrants or any other rights or options shall be issued in connection with the Pledged Collateral,

4.2

Non-Transferable Collateral

4.3

Authorization to File Financing Statements

4.4

Actions as to any and all Collateral

REPRESENTATIONS, WARRANTIES AND COVENANTS

5.1

5.2

5.3

5.4

5.5

The Borrower covenants and agrees that it shall not permit the fair market value of the Collateral to be less than $280,000 at any time, based on the volume weighted public trading price of Collateral over the previous 10 trading days, as reasonably calculated by the Lender.

5.6

5.7

Within thirty (30) Business Days after the date of this Agreement, Borrower shall deliver to Lender (a) 6,667 freely tradable warrants of Issuer with a strike price of $11.50 a share and (b) any certificates representing the Securities, accompanied by stock powers in form and substance acceptable to Lender duly executed in blank.

DEFINED TERMS

6.1

“Default” means any default or any condition or event which, after notice or lapse of time, or both, would become an Event of Default.

“Dollars” and “$” mean the lawful currency of the United States of America.

“Issuer” means 1347 Capital Corp., a Delaware corporation.

“Loan Documents” means, collectively, this Agreement, together with the Other Agreements.

“Maturity Date” means the earlier of (i) July 18, 2019 and (ii) the date all of the Obligations otherwise become due and payable in accordance with the terms hereof.

“Merger Closing Date” means the “Closing Date” as defined in the Agreement and Plan of Merger.

“Pledged Stock” shall have the meaning ascribed in Section 4.1(b) of this Agreement.

6.2

MISCELlANEOuS

7.1

Indemnity

7.2

Assignment; Binding Effect

7.3

Counterparts

This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

7.4

Severability

7.5

Notices

If to Borrower, then to:	If to Lender, then to:

1347 Investors LLC	Kingsway Amigo Insurance Company
Manager: Larry G. Swets	William A. Hickey Jr.
150 Pierce Road, 6th Floor	150 Pierce Road, 6th Floor
Itasca, IL 60143	Itasca, IL 60143
Email: lswets@kfscap.com	Email: whickey@kingswayfinancial.com
	Tel: 847-871-6416
With a copy to:

Winston & Strawn LLP
200 Park Avenue
New York, NY 10166-4193
Attention: Joel L. Rubinstein, Esq.
Facsimile No.: (212) 294-4700

7.6

Amendments

7.7

Exercise of Rights

7.8

Headings

The headings in this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement.

GOVERNING LAW AND JURISDICTION

8.1

Governing law

This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York (without reference to its rules as to conflicts of laws).

8.2

Jurisdiction; Waiver of Jury Trial

8.2.1

8.2.2

[SIGNATURE PAGE TO FOLLOW]

IN WITNESS WHEREOF, this Agreement has been entered into on the date stated at the beginning of this Agreement.

LENDER:

Kingsway Amigo Insurance Company

/s/ William Hickey Jr,
Name:	William Hickey Jr.
Title:	President

BORROWER:

1347 Investors LLC

/s/ Hassan R. Baqar
Name:	Hassan R. Baqar
Title:	President

Signature Page to Loan and Security Agreement

among 1347 Investors LLC and the Lender party hereto.

SCHEDULE 1

Collateral

As used in this Agreement, “Collateral” shall include the following as of the date hereof:

Convertible Preferred Stock of 1347 Capital Corp., a Delaware corporation (“1347”), having a par value of $205,128

17,235 shares of common stock of 1347

14,602 shares of common stock of 1347 presently held by the Borrower (commonly known as the Sponsor shares)

4,062 units of 1347 issued to Borrower in connection a private placement thereof comprised of the following: (i) 4,062 shares of common stock of 1347; (ii) 4,062 rights that will automatically convert into 406 common shares of 1347 at the Merger Closing Date; and (iii) 4,062 warrants having the same terms as the public traded warrants of 1347.

8,205 warrants issued by 1347 to Borrower having a strike price of $15 each.

EX-99.16 16 v446074_ex16.htm EXHIBIT 16

Exhibit 16

LOAN AND SECURITY AGREEMENT

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 Robert D. Goldstein (the “Lender”) and 1347 Investors LLC, a Delaware limited liability company (“Borrower”).

IT IS AGREED as follows:

THE LOANS

1.1

Loans

1.1.1

FOR VALUE RECEIVED, the Borrower hereby absolutely and unconditionally promises to pay to the order of the Lender on the Maturity Date (as hereinafter defined) the principal sum of up to TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000.00) (the “Loan”), in accordance with the terms, and subject to the conditions of, this Agreement and to pay interest as hereinafter provided on the principal sum outstanding hereunder from time to time from the date hereof, together with all other outstanding Obligations (as hereinafter defined).

1.1.2

The Lender agrees, subject to the terms and conditions of this Agreement, to make the amount of the Loan to the Borrower on the date hereof.

1.1.3

The Lender shall make all funds available to the Borrower by wire transfer of such funds in accordance with instructions provided by the Borrower to (and reasonably acceptable to) the Lender.

1.1.4

1.2

Interest

1.2.1

1.2.2

1.2.3

REPAYMENT

2.1.1

2.1.2

When and as required hereunder, all payments to be made by the Borrower under this Agreement (whether principal, interest or otherwise) shall be made in Dollars, in immediately available funds.

2.1.3

2.1.4

2.1.5

Each payment under this Agreement shall be applied first to the payment of accrued and unpaid interest and thereafter to the payment of principal.

2.1.6

EVENTS OF DEFAULT

3.1.1

3.1.2

“Event of Default” shall mean the occurrence or existence of one or more of the following at any time on or after the date of this Agreement:

(a)

(b)

(c)

(d)

(e)

(f)

the occurrence of a breach, default of event of default under any Other Lender Loan Agreement; or

(g)

3.1.3

If any Event of Default occurs and is continuing, the Lender may take any or all of the following actions:

(a)

(b)

CREATION OF SECURITY INTEREST and pledge

4.1

Grant of Security Interest and Pledge

4.1.1

4.1.2

Borrower hereby pledges to the Lender and grants to the Lender a first position priority security interest and lien in and to the following (the “Pledged Collateral”):

(a)

(b)

(c)

The property and interests in property described in Section 4.1.3 below; and

(d)

All proceeds of the foregoing.

4.1.3

If, during the term of this Agreement:

(a)

(b)

Any subscription warrants or any other rights or options shall be issued in connection with the Pledged Collateral,

4.2

Non-Transferable Collateral

4.3

Authorization to File Financing Statements

4.4

Actions as to any and all Collateral

REPRESENTATIONS, WARRANTIES AND COVENANTS

5.1

5.2

5.3

5.4

5.5

The Borrower covenants and agrees that it shall not permit the fair market value of the Collateral to be less than $350,000 at any time, based on the volume weighted public trading price of Collateral over the previous 10 trading days, as reasonably calculated by the Lender.

5.6

5.7

Within thirty (30) Business Days after the date of this Agreement, Borrower shall deliver to Lender (a) 8,333 freely tradable warrants of Issuer with a strike price of $11.50 a share and (b) any certificates representing the Securities, accompanied by stock powers in form and substance acceptable to Lender duly executed in blank.

DEFINED TERMS

6.1

“Default” means any default or any condition or event which, after notice or lapse of time, or both, would become an Event of Default.

“Dollars” and “$” mean the lawful currency of the United States of America.

“Issuer” means 1347 Capital Corp., a Delaware corporation.

“Loan Documents” means, collectively, this Agreement, together with the Other Agreements.

“Maturity Date” means the earlier of (i) July 18, 2019 and (ii) the date all of the Obligations otherwise become due and payable in accordance with the terms hereof.

“Merger Closing Date” means the “Closing Date” as defined in the Agreement and Plan of Merger.

“Pledged Stock” shall have the meaning ascribed in Section 4.1(b) of this Agreement.

6.2

MISCELlANEOuS

7.1

Indemnity

7.2

Assignment; Binding Effect

7.3

Counterparts

This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

7.4

Severability

7.5

Notices

If to Borrower, then to:

1347 Investors LLC

Manager: Larry G. Swets

150 Pierce Road, 6th Floor

Itasca, IL 60143

Email: lswets@kfscap.com

If to Lender, then to:

Robert D. Goldstein

800 Third Avenue

36th Floor

New York, NY 10022

Email: bgoldstein@equityny.com

Tel: (212) 371-8660

With a copy to:

Winston & Strawn LLP

200 Park Avenue

New York, NY 10166-4193

Attention: Joel L. Rubinstein, Esq.

Facsimile No.: (212) 294-4700

7.6

Amendments

7.7

Exercise of Rights

7.8

Headings

The headings in this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement.

GOVERNING LAW AND JURISDICTION

8.1

Governing law

This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York (without reference to its rules as to conflicts of laws).

8.2

Jurisdiction; Waiver of Jury Trial

8.2.1

8.2.2

[SIGNATURE PAGE TO FOLLOW]

IN WITNESS WHEREOF, this Agreement has been entered into on the date stated at the beginning of this Agreement.

LENDER:

/s/ Robert D. Goldstein
Name:	Robert D. Goldstein, individually

BORROWER:

1347 Investors LLC

/s/ Hassan R. Baqar
Name:	Hassan R. Baqar
Title:	President

Signature Page to Loan and Security Agreement
among 1347 Investors LLC and the Lender party hereto.

SCHEDULE 1

Collateral

As used in this Agreement, “Collateral” shall include the following as of the date hereof:

Convertible Preferred Stock of 1347 Capital Corp., a Delaware corporation (“1347”), having a par value of $256,410

21,544 shares of common stock of 1347

18,253 shares of common stock of 1347 presently held by the Borrower (commonly known as the Sponsor shares)

5,077 units of 1347 issued to Borrower in connection a private placement thereof comprised of the following: (i) 5,077 shares of common stock of 1347; (ii) 5,077 rights that will automatically convert into 507 common shares of 1347 at the Merger Closing Date; and (iii) 5,077 warrants having the same terms as the public traded warrants of 1347.

10,256 warrants issued by 1347 to Borrower having a strike price of $15 each.

EX-99.17 17 v446074_ex17.htm EXHIBIT 17

Exhibit 17

LOAN AND SECURITY AGREEMENT

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 GrizzlyRock Value Partners, LP, a Delaware limited partnership (the “Lender”) and 1347 Investors LLC, a Delaware limited liability company (“Borrower”).

IT IS AGREED as follows:

THE LOANS

1.1

Loans

1.1.1

1.1.2

The Lender agrees, subject to the terms and conditions of this Agreement, to make the amount of the Loan to the Borrower on the date hereof.

1.1.3

The Lender shall make all funds available to the Borrower by wire transfer of such funds in accordance with instructions provided by the Borrower to (and reasonably acceptable to) the Lender.

1.1.4

1.2

Interest

1.2.1

1.2.2

1.2.3

REPAYMENT

2.1.1

2.1.2

When and as required hereunder, all payments to be made by the Borrower under this Agreement (whether principal, interest or otherwise) shall be made in Dollars, in immediately available funds.

2.1.3

2.1.4

2.1.5

Each payment under this Agreement shall be applied first to the payment of accrued and unpaid interest and thereafter to the payment of principal.

2.1.6

EVENTS OF DEFAULT

3.1.1

3.1.2

“Event of Default” shall mean the occurrence or existence of one or more of the following at any time on or after the date of this Agreement:

(a)

(b)

(c)

(d)

(e)

(f)

the occurrence of a breach, default of event of default under any Other Lender Loan Agreement; or

(g)

3.1.3

If any Event of Default occurs and is continuing, the Lender may take any or all of the following actions:

(a)

(b)

CREATION OF SECURITY INTEREST and pledge

4.1

Grant of Security Interest and Pledge

4.1.1

4.1.2

Borrower hereby pledges to the Lender and grants to the Lender a first position priority security interest and lien in and to the following (the “Pledged Collateral”):

(a)

(b)

(c)

The property and interests in property described in Section 4.1.3 below; and

(d)

All proceeds of the foregoing.

4.1.3

If, during the term of this Agreement:

(a)

(b)

Any subscription warrants or any other rights or options shall be issued in connection with the Pledged Collateral,

4.2

Non-Transferable Collateral

4.3

Authorization to File Financing Statements

4.4

Actions as to any and all Collateral

REPRESENTATIONS, WARRANTIES AND COVENANTS

5.1

5.2

5.3

5.4

5.5

5.6

5.7

DEFINED TERMS

6.1

“Default” means any default or any condition or event which, after notice or lapse of time, or both, would become an Event of Default.

“Dollars” and “$” mean the lawful currency of the United States of America.

“Issuer” means 1347 Capital Corp., a Delaware corporation.

“Loan Documents” means, collectively, this Agreement, together with the Other Agreements.

“Maturity Date” means the earlier of (i) July 18, 2019 and (ii) the date all of the Obligations otherwise become due and payable in accordance with the terms hereof.

“Merger Closing Date” means the “Closing Date” as defined in the Agreement and Plan of Merger.

“Other Lender Loan Agreement” means, individually and collectively, (i) that certain Loan and Security Agreement of even date herewith by and between Borrower and American Service Insurance Company, as amended, restated or renewed from time to time, and (ii) each other Loan and Security Agreement entered into on or after the date hereof between the Borrower and the other lenders parties thereto, in each case on substantially the same terms as this Agreement and in each case as amended, restated or renewed from time to time.

“Pledged Stock” shall have the meaning ascribed in Section 4.1(b) of this Agreement.

6.2

MISCELlANEOuS

7.1

Indemnity

7.2

Assignment; Binding Effect

7.3

Counterparts

This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

7.4

Severability

7.5

Notices

If to Borrower, then to:

1347 Investors LLC

Manager: Larry G. Swets

150 Pierce Road, 6th Floor

Itasca, IL 60143

Email: lswets@kfscap.com

If to Lender, then to:

GrizzlyRock Capital, LLC

191 North Wacker Drive

Suite 1500

Chicago, IL 60606

Attention: Mr. Kyle Mowery

E-Mail: kyle@grizzlyrockcapital.com

With a copy to:

Winston & Strawn LLP

200 Park Avenue

New York, NY 10166-4193

Attention: Joel L. Rubinstein, Esq.

Facsimile No.: (212) 294-4700

With a copy to:

Thompson Coburn LLP

55 East Monroe Street, 37^th Floor

Chicago, Illinois 60603

Attention: David J. Kaufman, Esq.

Facsimile No.: (312) 580-2201

7.6

Amendments

7.7

Exercise of Rights

7.8

Headings

The headings in this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement.

GOVERNING LAW AND JURISDICTION

8.1

Governing law

This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York (without reference to its rules as to conflicts of laws).

8.2

Jurisdiction; Waiver of Jury Trial

8.2.1

8.2.2

[SIGNATURE PAGE TO FOLLOW]

IN WITNESS WHEREOF, this Agreement has been entered into on the date stated at the beginning of this Agreement.

LENDER:

GRIZZLYROCK VALUE PARTNERS, LP

/s/ Kyle Mowery
Name:	Kyle Mowery
Title:	Managing Partner

BORROWER:

1347 Investors LLC

/s/ Hassan R. Baqar
Name:	Hassan R. Baqar
Title:	President

Signature Page to Loan and Security Agreement

among 1347 Investors LLC and the Lender party hereto.

SCHEDULE 1

Collateral

As used in this Agreement, “Collateral” shall include the following as of the date hereof:

Convertible Preferred Stock of 1347 Capital Corp., a Delaware corporation (“1347”), having a par value of $3,333,333.34

500,000 shares of common stock of 1347, if the outstanding Loan is $3,333,333.34; and 666,667 shares of common stock of 1347 if the outstanding Loan is $5,000,000

350,000 shares of common stock of 1347 presently held by the Borrower (commonly known as the Sponsor shares)

183,333 warrants issued by 1347 to Borrower having a strike price of $15 each.

EX-99.18 18 v446074_ex18.htm EXHIBIT 18

Exhibit 18

THE INTERESTS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE OR ANY OTHER JURISDICTION. THERE ARE FURTHER RESTRICTIONS ON THE TRANSFERABILITY OF THE INTERESTS DESCRIBED HEREIN. THE PURCHASE OF THE INTERESTS INVOLVES A HIGH DEGREE OF RISK AND SHOULD BE CONSIDERED ONLY BY PERSONS WHO CAN BEAR THE RISK OF THE LOSS OF THEIR ENTIRE INVESTMENT.

July 18, 2016

GrizzlyRock Value Partners, LP

191 North Wacker, Suite 1500

Chicago, Illinois 60606

Re:

Transfer of Class E Interests of 1347 Investors LLC

Ladies and Gentlemen:

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 and are not amended hereby.

In consideration of the premises, representations, warranties and the mutual covenants contained in this Letter Agreement, and for other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, each of the undersigned hereby agrees as follows:

1. The Company hereby agrees to transfer either (a) fifty thousand (50,000) Class E Interests of the Company representing beneficial ownership of 50, 000 warrants to purchase shares of 1347 Capital Corp. at an exercise price of $15.00 (“$15 Strike Price Warrants”) or (b) directly transfer 50,000 $15 Strike Price Warrants (the securities to be transferred pursuant to either (a) or (b), the “Interests”) to GRVP, in either case within a reasonable time but no later than 60 days following the Closing Date (as such term is defined in the Agreement and Plan of Merger (the “Merger Agreement”) by and among 1347 Capital, Limbach and FdG HVAC LLC), subject to (i) the approval of such transfer by the Managers of the Company in accordance with the terms and conditions of the Amended and Restated Limited Liability Company Agreement of the Company (the “LLC Agreement”), such approval not to be unreasonably withheld and (ii) in the case of (a), the entry by GRVP into a joinder agreement to the LLC Agreement in form and substance satisfactory to the Managers of the Company, binding GRVP by the terms and conditions of the LLC Agreement and making GRVP a member of the Company holding the status of a “Member” thereunder.

2. GRVP represents and warrants as follows:

a. GRVP has all requisite authority to enter into this Letter Agreement and to perform all the obligations required to be performed by it hereunder, and the entry into this Letter Agreement will not contravene any law, rule or regulation binding on GRVP or any investment guideline or restriction applicable to it.

b. GRVP is a resident of the state of Illinois and is not acquiring the Interests as a nominee or agent or otherwise for any other person.

c. GRVP will comply with all applicable laws and regulations in effect in any jurisdiction in which it purchases or sells Interests and obtain any consent, approval or permission required for such purchases or sales under the laws and regulations of any jurisdiction to which it is subject or in which it makes such purchases or sales, and the Company shall have no responsibility therefor.

d. GRVP has such knowledge, skill and experience in business, financial and investment matters that it is capable of evaluating the merits and risks of an investment in the Interests. With the assistance of the GRVP’s own professional advisors, to the extent that GRVP has deemed appropriate, GRVP has made its own legal, tax, accounting and financial evaluation of the merits and risks of an investment in the Interests and the consequences of this Letter Agreement. GRVP has considered the suitability of the Interests as an investment in light of its own circumstances and financial condition and GRVP is able to bear the risks associated with an investment in the Interests and its authority to invest in the Interests.

e. GRVP is an “accredited investor” as defined in Rule 501(a) under the Securities Act. GRVP agrees to furnish any additional information requested by the Company or any of its affiliates to assure compliance with applicable U.S. federal and state securities laws in connection with the transfer, purchase or sale of the Interests. Any information that has been furnished or that will be furnished by GRVP to evidence its status as an accredited investor is accurate and complete, and does not contain any misrepresentation or material omission.

f. GRVP has received such information as it deems necessary and sufficient to make an investment decision. GRVP understands and accepts that an investment in the Interests involves various risks. GRVP represents that it is able to bear any loss associated with an investment in the Interests.

g. GRVP confirms that it is not relying on any communication (written or oral) of the Company and 1347 Capital or any of its affiliates, as investment advice or as a recommendation to invest in the Interests. It is understood that information and explanations related to the terms and conditions of the Interests provided by the Company and 1347 Capital or any of its affiliates shall not be considered investment advice or a recommendation to purchase the Interests, and that neither the Company, 1347 Capital nor any of their affiliates is acting or has acted as an advisor to GRVP in deciding to invest in the Interests. GRVP acknowledges that neither the Company, 1347 Capital nor any of its affiliates has made any representation regarding the proper characterization of the Interests for purposes of determining GRVP’s authority to invest in the Interests.

h. GRVP is familiar with the business and financial condition and operations of the Company and 1347 Capital. GRVP has had access to such information concerning the Company and 1347 Capital and the Interests as it deems necessary to enable it to make an informed investment decision concerning an investment in the Interests. GRVP has not been furnished any offering literature and has relied only on the information previously provided to it.

i. GRVP understands that, unless GRVP notifies the Company in writing to the contrary at or before the delivery date of the Interests, each of GRVP’s representations and warranties contained in this Letter Agreement will be deemed to have been reaffirmed and confirmed as of such date, taking into account all information received by GRVP.

j. GRVP understands that no federal or state agency has passed upon the merits or risks of an investment in the Interests or made any finding or determination concerning the fairness or advisability of this investment.

k. GRVP confirms that the Company and 1347 Capital have not (A) given any guarantee or representation as to the potential success, return, effect or benefit (either legal, regulatory, tax, financial, accounting or otherwise) of an investment in the Interests or (B) made any representation to GRVP regarding the legality of an investment in the Interests under applicable legal investment or similar laws or regulations. In deciding to invest in the Interests, GRVP is not relying on the advice or recommendations of the Company or 1347 Capital and GRVP has made its own independent decision that the investment in the Interests is suitable and appropriate for GRVP.

l. GRVP is acquiring the Interests solely for GRVP’s own beneficial account, for investment purposes, and not with a view to, or for resale in connection with, any distribution of the Interests. GRVP understands that the Interests have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent of GRVP and of the other representations made by GRVP in this Letter Agreement. GRVP understands that the Company is relying upon the representations and agreements contained in this Letter Agreement (and any supplemental information) for the purpose of determining whether this transaction meets the requirements for such exemptions.

m. GRVP understands that the Interests are “restricted securities” under applicable federal securities laws and that the Securities Act and the rules of the U.S. Securities and Exchange Commission (the “Commission”) provide in substance that GRVP may dispose of the Interests only pursuant to an effective registration statement under the Securities Act or an exemption therefrom, and GRVP understands that the Company and 1347 Capital have no obligation or intention to register any of the Interests, or to take action so as to permit sales pursuant to the Securities Act (including Rule 144 thereunder). Accordingly, GRVP understands that under the Commission’s rules, GRVP may dispose of the Interests principally only in “private placements” which are exempt from registration under the Securities Act, in which event the transferee will acquire “restricted securities” subject to the same limitations as in the hands of GRVP. Consequently, GRVP understands that GRVP must bear the economic risks of the investment in the Interests for an indefinite period of time.

n. GRVP agrees: (A) that GRVP will not sell, assign, pledge, give, transfer or otherwise dispose of the Interests or any interest therein, or make any offer or attempt to do any of the foregoing, except pursuant to a registration of the Interests under the Securities Act and all applicable securities, “blue sky” or other similar laws of any applicable state jurisdiction, or in a transaction which is exempt from the registration provisions of the Securities Act and such state securities laws; (B) that any certificates representing the Interests will bear a legend making reference to the foregoing restrictions; and (C) that the Company, 1347 Capital and its affiliates shall not be required to give effect to any purported transfer of such Interests except upon compliance with the foregoing restrictions.

o. GRVP acknowledges that neither the Company, 1347 Capital nor any other person offered to sell the Interests to it by means of any form of general solicitation or advertising, including but not limited to: (A) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (B) any seminar or meeting whose attendees were invited by any general solicitation or general advertising.

3. This Letter Agreement constitutes the sole and entire agreement and understanding of the undersigned with respect to the subject matter of this Letter Agreement, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the subject matter. Neither of the parties hereto have relied on any statement, representation, warranty or agreement of the other party or any other person on such party’s behalf, including any representations, warranties, or agreements arising from statute or otherwise in law, except for the representations, warranties or agreements expressly contained in this Letter Agreement. This Letter Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. This Letter Agreement may be executed in two counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument. This Letter Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by all parties hereto. No party hereto may assign either this Letter Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other party.

[Signature Page Follows]

	Sincerely,


	1347 INVESTORS LLC



	By:	/s/ Hassan R. Baqar
		Name: Hassan R. Baqar
		Title: President

AGREED AND ACCEPTED:

GRIZZLYROCK VALUE PARTNERS, LP

By:	/s/ Kyle Mowery
Name: Kyle Mowery
Title: Managing Partner

[Signature Page to Letter Agreement]

EX-99.19 19 v446074_ex19.htm EXHIBIT 19

Exhibit 19

July 18, 2016

Jemada Holdings LLC

214 Sarles Street

Bedford Corners, NY 10549

Re:

Transfer of Class E Interests of 1347 Investors LLC

Ladies and Gentlemen:

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.

1. The Company hereby agrees to transfer either (a) Twenty Five thousand (25,000) Class E Interests of the Company representing beneficial ownership of 25,000 warrants to purchase shares of 1347 Capital Corp. at an exercise price of $15.00 (“$15 Strike Price Warrants”) or (b) directly transfer 25,000 $15 Strike Price Warrants (the securities to be transferred pursuant to either (a) or (b), the “Interests”) to Lender, in either case within a reasonable time but no later than 60 days following the Closing Date (as such term is defined in the Agreement and Plan of Merger (the “Merger Agreement”) by and among 1347 Capital, Limbach and FdG HVAC LLC), subject to (i) the approval of such transfer by the Managers of the Company in accordance with the terms and conditions of the Amended and Restated Limited Liability Company Agreement of the Company (the “LLC Agreement”), such approval not to be unreasonably withheld and (ii) in the case of (a), the entry by Lender into a joinder agreement to the LLC Agreement in form and substance satisfactory to the Managers of the Company, binding Lender by the terms and conditions of the LLC Agreement and making Lender a member of the Company holding the status of a “Member” thereunder.

2. Lender represents and warrants as follows:

a. Lender has all requisite authority to enter into this Letter Agreement and to perform all the obligations required to be performed by it hereunder, and the entry into this Letter Agreement will not contravene any law, rule or regulation binding on Lender or any investment guideline or restriction applicable to it.

b. Lender is a resident of the state of New York and is not acquiring the Interests as a nominee or agent or otherwise for any other person.

c. Lender will comply with all applicable laws and regulations in effect in any jurisdiction in which it purchases or sells Interests and obtain any consent, approval or permission required for such purchases or sales under the laws and regulations of any jurisdiction to which it is subject or in which it makes such purchases or sales, and the Company and 1347 Capital shall have no responsibility therefor.

d. Lender has such knowledge, skill and experience in business, financial and investment matters that it is capable of evaluating the merits and risks of an investment in the Interests. With the assistance of the Lender’s own professional advisors, to the extent that Lender has deemed appropriate, Lender has made its own legal, tax, accounting and financial evaluation of the merits and risks of an investment in the Interests and the consequences of this Letter Agreement. Lender has considered the suitability of the Interests as an investment in light of its own circumstances and financial condition and Lender is able to bear the risks associated with an investment in the Interests and its authority to invest in the Interests.

e. Lender is an “accredited investor” as defined in Rule 501(a) under the Securities Act. Lender agrees to furnish any additional information requested by the Company or any of its affiliates to assure compliance with applicable U.S. federal and state securities laws in connection with the transfer, purchase or sale of the Interests. Any information that has been furnished or that will be furnished by Lender to evidence its status as an accredited investor is accurate and complete, and does not contain any misrepresentation or material omission.

f. Lender has received such information as it deems necessary and sufficient to make an investment decision. Lender understands and accepts that an investment in the Interests involves various risks. Lender represents that it is able to bear any loss associated with an investment in the Interests.

g. Lender confirms that it is not relying on any communication (written or oral) of the Company and 1347 Capital or any of its affiliates, as investment advice or as a recommendation to invest in the Interests. It is understood that information and explanations related to the terms and conditions of the Interests provided by the Company and 1347 Capital or any of its affiliates shall not be considered investment advice or a recommendation to purchase the Interests, and that neither the Company, 1347 Capital nor any of their affiliates is acting or has acted as an advisor to Lender in deciding to invest in the Interests. Lender acknowledges that neither the Company, 1347 Capital nor any of their affiliates have made any representation regarding the proper characterization of the Interests for purposes of determining Lender’s authority to invest in the Interests.

h. Lender is familiar with the business and financial condition and operations of the Company and 1347 Capital. Lender has had access to such information concerning the Company and 1347 Capital and the Interests as it deems necessary to enable it to make an informed investment decision concerning an investment in the Interests. Lender has not been furnished any offering literature and has relied only on the information previously provided to it.

i. Lender understands that, unless Lender notifies the Company in writing to the contrary at or before the delivery date of the Interests, each of Lender’s representations and warranties contained in this Letter Agreement will be deemed to have been reaffirmed and confirmed as of such date, taking into account all information received by Lender.

j. Lender understands that no federal or state agency has passed upon the merits or risks of an investment in the Interests or made any finding or determination concerning the fairness or advisability of this investment.

k. Lender confirms that the Company and 1347 Capital have not (A) given any guarantee or representation as to the potential success, return, effect or benefit (either legal, regulatory, tax, financial, accounting or otherwise) of an investment in the Interests or (B) made any representation to Lender regarding the legality of an investment in the Interests under applicable legal investment or similar laws or regulations. In deciding to invest in the Interests, Lender is not relying on the advice or recommendations of the Company or 1347 Capital and Lender has made its own independent decision that the investment in the Interests is suitable and appropriate for Lender.

l. Lender is acquiring the Interests solely for Lender’s own beneficial account, for investment purposes, and not with a view to, or for resale in connection with, any distribution of the Interests. Lender understands that the Interests have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent of Lender and of the other representations made by Lender in this Letter Agreement. Lender understands that the Company is relying upon the representations and agreements contained in this Letter Agreement (and any supplemental information) for the purpose of determining whether this transaction meets the requirements for such exemptions.

m. Lender understands that the Interests are “restricted securities” under applicable federal securities laws and that the Securities Act and the rules of the U.S. Securities and Exchange Commission (the “Commission”) provide in substance that Lender may dispose of the Interests only pursuant to an effective registration statement under the Securities Act or an exemption therefrom, and Lender understands that the Company and 1347 Capital have no obligation or intention to register any of the Interests, or to take action so as to permit sales pursuant to the Securities Act (including Rule 144 thereunder). Accordingly, Lender understands that under the Commission’s rules, Lender may dispose of the Interests principally only in “private placements” which are exempt from registration under the Securities Act, in which event the transferee will acquire “restricted securities” subject to the same limitations as in the hands of Lender. Consequently, Lender understands that Lender must bear the economic risks of the investment in the Interests for an indefinite period of time.

n. Lender agrees: (A) that Lender will not sell, assign, pledge, give, transfer or otherwise dispose of the Interests or any interest therein, or make any offer or attempt to do any of the foregoing, except pursuant to a registration of the Interests under the Securities Act and all applicable securities, “blue sky” or other similar laws of any applicable state jurisdiction, or in a transaction which is exempt from the registration provisions of the Securities Act and such state securities laws; (B) that any certificates representing the Interests will bear a legend making reference to the foregoing restrictions; and (C) that the Company, 1347 Capital and their affiliates shall not be required to give effect to any purported transfer of such Interests except upon compliance with the foregoing restrictions.

o. Lender acknowledges that neither the Company, 1347 Capital nor any other person offered to sell the Interests to it by means of any form of general solicitation or advertising, including but not limited to: (A) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (B) any seminar or meeting whose attendees were invited by any general solicitation or general advertising.

[Signature Page Follows]

	Sincerely,


	1347 INVESTORS LLC


	By:	/s/ Hassan R. Baqar
		Name: Hassan R. Baqar
		Title: President

AGREED AND ACCEPTED:

JEMADA HOLDINGS LLC

By: /s/ Sandra Schaevitz

Name: Sandra Schaevitz

Title: Trustee

[Signature Page to Letter Agreement]

EX-99.20 20 v446074_ex20.htm EXHIBIT 20

Exhibit 20

July 18, 2016

Doug Levine 2012 Childrens Trust

2760 North Bay Road

Miami Beach, FL 33140

Re:

Transfer of Class E Interests of 1347 Investors LLC

Ladies and Gentlemen:

Reference is made to that certain Loan and Security Agreement (the “Loan and Security Agreement”), dated as of July 18, 2016, by and among Doug Levine 2012 Childrens Trust (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.

2. Lender represents and warrants as follows:

b. Lender is a resident of the state of Florida and is not acquiring the Interests as a nominee or agent or otherwise for any other person.

[Signature Page Follows]

	Sincerely,


	1347 INVESTORS LLC


	By:	/s/ Hassan R. Baqar
		Name: Hassan R. Baqar
		Title: President

AGREED AND ACCEPTED:

DOUG LEVINE 2012 CHILDRENS TRUST

By: /s/ Kaisa Levine _____________________

Name: Kaisa Levine

Title: Trustee

[Signature Page to Letter Agreement]

EX-99.21 21 v446074_ex21.htm EXHIBIT 21

Exhibit 21

JOINT FILING AGREEMENT

PURSUANT TO RULE 13d-1(k)

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.

Dated: August 5, 2016

1347 Investors LLC

By:	/s/ Larry G. Swets, Jr
Name: Larry G. Swets, Jr.
Title: Manager

1347 Capital LLC

By:	/s/ Larry G. Swets, Jr
Name: Larry G. Swets, Jr.
Title: Manager

Larry G. Swets, Jr.

/s/ Larry G. Swets, Jr
Larry G. Swets, Jr., individually

D. Kyle Cerminara

/s/ D. Kyle Cerminara
D. Kyle Cerminara, individually

Hassan R. Baqar

/s/ Hassan R. Baqar
Hassan R. Baqar, individually