Exhibit 10.2


 


Assumption and Supplement
to Security Agreement


 


This
Assumption and Supplement to Security Agreement (this “Agreement”) dated as of this 21st day of March,
2018 from Limbach Holdings, Inc., a Delaware corporation (the “New Debtor”),
to Fifth Third Bank, an Ohio banking corporation (“Fifth Third”), as administrative agent for the Secured Creditors
(defined in the Security Agreement hereinafter identified and defined) (Fifth Third acting as such agent and any successor or successors
to Fifth Third in such capacity being hereinafter referred to as the “Administrative Agent”).


 


Preliminary Statements


 


           A.           Limbach Facility Services LLC
(the “Borrower”) and certain other parties have executed and delivered to the Administrative Agent that certain
Security Agreement dated as of July 20, 2016 (such Security Agreement, as the same may from time to time be amended, modified or
restated, including supplements thereto which add additional parties as Debtors thereunder, being hereinafter referred to as the
“Security Agreement”), pursuant to which such parties (the “Existing Debtors”) have granted
to the Administrative Agent for the benefit of the Secured Creditors a Lien on and security interest in the Existing Debtors’
Collateral (as such term is defined in the Security Agreement) to secure the Secured Obligations (as such term is defined in the
Security Agreement).


 


           B.           The Borrower provides the New
Debtor with substantial financial, managerial, administrative, and technical support and the New Debtor will benefit, directly
and indirectly, from credit and other financial accommodations extended by the Secured Creditors to the Borrower.


 


Now,
therefore, for value received, and in consideration of advances made or to be made, or credit accommodations given or to
be given, to the Borrower by the Secured Creditors from time to time, the New Debtor hereby agrees as follows:


 


           1.           The New Debtor acknowledges and
agrees that it shall become a “Debtor” party to the Security Agreement effective upon the date of the New Debtor’s
execution of this Agreement and the delivery of this Agreement to the Administrative Agent, and that upon such execution and delivery,
all references in the Security Agreement to the terms “Debtor” or “Debtors” shall be deemed to include
the New Debtor. Without limiting the generality of the foregoing, the New Debtor hereby repeats and reaffirms all grants (including
the grant of a Lien and security interest), covenants, agreements, representations, and warranties contained in the Security Agreement
as amended hereby, each and all of which are and shall remain applicable to the Collateral from time to time owned by the New Debtor
or in which the New Debtor from time to time has any rights. Without limiting the foregoing, in order to secure payment of the
Secured Obligations, whether now existing or hereafter arising, the New Debtor does hereby grant to the Administrative Agent for
the benefit of the Secured Creditors, and hereby agrees that the Administrative Agent has and shall continue to have for the benefit
of the Secured Creditors a continuing Lien on and security interest in, among other things, all of the New Debtor’s Collateral
(as such term is defined in the Security Agreement), including, without limitation, all of the New Debtor’s Accounts, Chattel
Paper, Instruments, Documents, General Intangibles Letter-of-Credit Rights, Supporting Obligations, Deposit Accounts, Investment
Property, Inventory, Equipment, Fixtures, Commercial Tort Claims, and all of the other Collateral described in Section 2 of
the Security Agreement, each and all of such granting clauses being incorporated herein by reference with the same force and effect
as if set forth herein in their entirety except that all references in such clauses to the Existing Debtors or any of them shall
be deemed to include references to the New Debtor. Nothing contained herein shall in any manner impair the priority of the liens
and security interests heretofore granted in favor of the Administrative Agent under the Security Agreement.


 






     


     


    

 


           2.           Schedules A (Locations),
Schedule B (Other Names), Schedule C (Intellectual Property Rights), Schedule D (Real Estate Legal Descriptions),
Schedule E (Investment Property, Subsidiary Interests and Deposits) and Schedule F (Commercial Tort Claims) to the Security
Agreement shall be supplemented (or amended and restated) by the information stated below with respect to the New Debtor:


 


Schedule
A


 


Locations


 


(Amended
and Restated)


 


	Name
of Debtor (and State of

Organization and Organizational

Registration Number)
	
Chief
Executive Office (and

name of record owner of such

location)
	Additional
Places of Business

and
Collateral Locations

(and name of record owner of

such locations)

	
        Limbach Holdings, Inc.

        (Delaware Organization Number:

        5516912

         
	
        31-35th Street

        Pittsburgh, PA 15201

        (Giant Eagle, 35th Strouss Associates)

         
	 
	
        Limbach Holdings LLC

        (Delaware Organization Number:

        3588231

         
	
        31-35th Street

        Pittsburgh, PA 15201

        (Giant Eagle, 35th Strouss Associates)

         
	 
	
        Limbach Facility Services LLC 

        (Delaware Organization
Number:

        3555584

         
	
        31-35th Street

        Pittsburgh, PA 15201

        (Giant Eagle, 35th Strouss Associates)

         
	
        1251 Waterfront Place

        Pittsburgh, PA 15201

        (Record Owner: The Buncher Company)

         

	 	 	
        301 East Pine Street

        Suites 400 and 450

        Orlando, FL 32801

        (Record Owner: Highwoods Realty

        Limited Partnership)

         

	 	 	
        141 Parkway Road

        Office No. 11

        Bronxville, NY 10708

        (Record Owner: Milburn Parkway, LLC)

         




 






     


     


    

 


	Name
of Debtor (and State of

Organization and Organizational

Registration Number)	Chief
Executive Office (and

name of record owner of such

location)	Additional
Places of Business

and
Collateral Locations

(and name of record owner of

such locations)
	
        Limbach Company LLC

        (Delaware Organization Number:

        3555572

         
	
        31-35th Street

        Pittsburgh, PA 15201

        (Giant Eagle, 35th Strouss Associates)

         
	
        1139 Broad Street

        Greensburg, PA 15601

        (Record Owner: Transpac, Inc.)

         

	 	 	
        175 Titus Avenue

        Suite 100

        Warrington, PA 18976

        (Record Owner: 175 Titus Partners, LP)

         

	 	 	
        5C Chris Court

        Dayton, NJ 08810

        (Record Owner: LIT-CHRIS/RIDGE LLC)

         

	 	 	
        926 Featherstone Road

        Pontiac, MI 48342

        (Record Owner: Limbach Company LLC)

         

	 	 	
        45 Grand River Ave

        Suite 401

        Detroit, MI 48226

        (Record Owner: 45 Grand River LLC)

         

	 	 	
        624 Truck Court

        Lansing, MI 48912

        (Record Owner: Tamara L.L.C.)

         

	 	 	
        822 Cleveland Ave

        Columbus, OH 43201

        (Record Owner: 243 Limited Partnership)

         

	 	 	
        619 Reynolds Ave.

        Columbus, OH 43201

        (Record Owner: 243 Limited Partnership)

         

	 	 	
        16635 Canaanville Hills Rd

        Athens, OH 45791

        (Record Owner: JBH Investments, LLC)

         




 






     


     


    

 


	Name
of Debtor (and State of

Organization and Organizational

Registration Number)	Chief
Executive Office (and

name of record owner of such

location)	Additional
Places of Business

and
Collateral Locations

(and name of record owner of

such locations)
	 	 	
        46 Jonspin Road

        Wilmington, MA 01187

        (Record Owner: Jonspin Realty Trust)

         

	 	 	
        13261 Mid-Atlantic Blvd.

        Laurel, MD 20708

        (Record Owner: Jackson-Shaw / Brickyard LP)

         

	
        Limbach Company LP

        (Delaware Organization Number:

        3598729

         
	
        31-35th Street

        Pittsburgh, PA 15201

        (Giant Eagle, 35th Strouss Associates)

         
	
        1709 Apollo Court

        Seal Beach, CA

        (Record Owner: TPX Apollo, LLC)

         

	
        Harper Limbach LLC

        (Delaware Organization Number: 3555571

         
	
        31-35th Street

        Pittsburgh, PA 15201

        (Giant Eagle, 35th Strouss Associates)

         
	
        940 Williston Park Point

        Lake Mary, FL 32746

        (Record Owner: Butters Realty & Mtg.)

         

	 	 	
        (Warehouse) 4265 Church Street, Suite 101

        Sanford, FL 32771 (Record Owner: Global Commercial Properties
        LLC)

         

	 	 	
        13261 West Laurel Street, Suite 800

        Tampa, FL 3307

        (Record Owner: Menke Pyramid, LLC)

         

	
        Harper Limbach Construction LLC

        (Delaware Organization Number: 5223617

         
	
        31-35th Street

        Pittsburgh, PA 1520

        (Giant Eagle, 35th Strouss Associates)

         
	
        13261 West Laurel Street, Suite 800

        Tampa, FL 3307

        (Record Owner: Menke Pyramid, LLC)

         

	 	 	
        940 Williston Park Point

        Lake Mary, FL 32746

        (Record Owner: Butters Realty & Mtg.)

         



 


 






     


     


    

 


Supplement
to Schedule B


 


	Name of Debtor	Prior Legal Names of Such Debtor
	 	 
	
        Limbach Holdings, Inc. 

        

         
	1347 Capital Corp. 
	
        Name
        of Debtor

         

        Limbach Holdings, Inc.

          
	
        Trade
        Names of Such Debtor

         

        N/A

         



 


Supplement
to Schedule C


 


Intellectual Property Rights


 


None.


  


Supplement
to Schedule D


 


	
        Real
        Estate Legal Descriptions

         



None.


  


Supplement
to Schedule E


 


Investment
Property, Subsidiary Interests and Deposits


  


		A.	Investment
                                         Property (Other Than Subsidiary Interests)



 


None.


  


		B.	Subsidiary Interests



 





	Name of Debtor	Name of Subsidiary Issuer	Type of Organization

                                                                                (e.g., Corporation,

                                                                                Partnership, Limited

                                                                                Liability Company
	Jurisdiction of Organization	No. of Issued Shares/Units	Certificate No. (If Any)	Percentage of

                                                                                Issuer’s

                                                                                Ownership

                                                                                Interests

	Limbach Holdings, Inc.	Limbach Holdings LLC	Corporation	Delaware	N/A	N/A	100%




 



     


     


    

 


		C.	Deposits



 





	Name of Debtor	Name of Depository	Type of Account	Account

                                                                                Number

	Limbach Holdings, Inc.	Fifth Third Bank	Operating Account	

                                                                                 x6917

	Limbach Company LLC, d/b/a Limbach Watson JV II	The Private Bank & Trust	Joint Venture Account	x7242±
	Limbach Company LLC, d/b/a HMP II JV	Wheaton Bank & Trust Company	Joint Venture Account	X1742±




 





* Note: Accounts to include such other deposit accounts maintained
from time to time with the Administrative Agent.


 


** Note: Accounts marked with ± are Excluded Deposit Accounts (as defined in the Credit Agreement).




 


Supplement to Schedule F


 


Commercial Tort Claims



None.


  


           3.           The New Debtor hereby acknowledges
and agrees that the Secured Obligations are secured by all of the Collateral according to, and otherwise on and subject to, the
terms and conditions of the Security Agreement to the same extent and with the same force and effect as if the New Debtor had originally
been one of the Existing Debtors under the Security Agreement and had originally executed the same as such an Existing Debtor.


 


           4.           All capitalized terms used in
this Agreement without definition shall have the same meaning herein as such terms have in the Security Agreement, except that
any reference to the term “Debtor” or “Debtors” and any provision of the Security Agreement providing meaning
to such term shall be deemed a reference to the Existing Debtors and the New Debtor. Except as specifically modified hereby, all
of the terms and conditions of the Security Agreement shall stand and remain unchanged and in full force and effect.


 






     


     


    

 


           5.           The New Debtor agrees to execute
and deliver such further instruments and documents and do such further acts and things as the Administrative Agent may deem necessary
or proper to carry out more effectively the purposes of this Agreement.


 


          6.           No reference to this Agreement
need be made in the Security Agreement or in any other document or instrument making reference to the Security Agreement, any reference
to the Security Agreement in any of such to be deemed a reference to the Security Agreement as modified hereby.


 


           7.           This Agreement may be executed
in any number of counterparts, and by the different parties on different counterpart signature pages, all of which taken together
shall constitute one and the same agreement. Any of the parties hereto may execute this Agreement by signing any such counterpart
and each of such counterparts shall for all purposes be deemed to be an original. Delivery of a counterpart hereof by facsimile
transmission or by e-mail transmission of an Adobe portable document format file (also known as a “PDF” file) shall
be effective as delivery of a manually executed counterpart hereof. This Agreement shall be governed by and construed in accordance
with the law of the State of New York, without regard to conflicts of law provisions (other than Sections 5-1401 and 5-1402 of
the New York General Obligations law).


 




     


     


    

 


	 	Limbach Holdings, Inc.
	 	 	 	 
	 	By	Scott Wright
	 	 	Name:	Scott Wright
	 	 	Title:	Corporate Secretary




 





Accepted and agreed
to as of the date first above written.




 


	 	Fifth Third Bank, as Administrative Agent
	 	 	 	 
	 	By 	S. Bradley McDougall
	 	 	Name:	S. Bradley McDougall
	 	 	Title:	Vice President




 


[Signature
Page to Assumption and Supplement to Security Agreement (Third Amendment)—


 


Limbach
Facility Services LLC]