Exhibit 10.13


 


AMENDMENT NO. 1 TO
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT


 


This Amendment No.
1 to the Amended and Restated Registration Rights Agreement (this “Amendment”) is dated October 11, 2016
and amends that certain Amended and Restated Registration Rights Agreement, dated as of July 20, 2016, by and among Limbach Holdings,
Inc. (f/k/a 1347 Capital Corp.) (the “Company”) and the Investors (as defined in the Agreement) party
thereto (the “Agreement”).


 


WHEREAS, pursuant
to the Agreement, the Investors (as defined in the Agreement) are entitled to certain registration rights;


 


WHEREAS, Section
3.1 of the Agreement provides that, subject to certain conditions, holders of a majority of the Registrable Securities (as defined
in the Agreement) then outstanding (the “Requisite Holders”) may amend the Agreement;


 


WHEREAS, the
undersigned Requisite Holders desire to amend the Agreement to (i) extend the deadline by which the Company must file the Resale
Shelf Registration Statement (as defined in the Agreement), (ii) extend the deadline by which the Resale Shelf Registration Statement
must be declared effective by the Commission (as defined in the Agreement) and (iii) permit the transfer and assignment of the
rights granted to a Holder (as defined in the Agreement) to a Holder’s members or stockholders.


 


NOW, THEREFORE,
for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree:


 


1.          Definitions.
All capitalized terms used in this Amendment but not otherwise defined herein are given the meanings set forth in the Agreement.


 


2.          Amendments.
The Agreement is hereby amended as follows:


 


a.           Section
1.1 is hereby amended by inserting the following after clause (gg) and renumbering the subsequent clauses accordingly: (hh) “Outside
Date” has the meaning set forth in Section 2.11.


 


b.           Section
2.1(a)(i) of the Agreement is hereby amended by replacing “thirty (30) days” in the first sentence with “ninety
(90) days”.


 


c.           Section
2.10 of the Agreement is hereby amended by replacing clause (i) therein with “(i) an Affiliate, stockholder or member of
such Holder”.


 


d.           Section
2.11 of the Agreement is hereby amended by (i) replacing “ninety (90) days after the Closing” in the first sentence
with “seventy-five (75) days after the filing of the Resale Shelf Registration Statement with the Commission (the “Outside
Date”)” and (ii) replacing each reference to “90th day” in the first sentence with “Outside Date”.


 




     


     


    

 


3.          Nature
of Agreement; No Other Amendments. The parties hereby acknowledge and agree that this Amendment constitutes an amendment
to the Agreement in accordance with Section 3.1 thereof. Except as specifically amended by this Amendment, all other terms and
provisions of the Agreement shall remain in full force and effect. Each reference in the Agreement to “this Agreement,”
“hereunder,” “hereof,” “herein” or words of like import referring to the Agreement shall mean
and be a reference to the Agreement as amended by this Amendment.


 


4.          Section
Headings. The section headings of this Amendment are for reference purposes only and are to be given no effect in the construction
or interpretation of this Amendment.


 


5.          Counterparts.
This Amendment may be executed in one or more counterparts, each of which shall be deemed an original but all of which together
will constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment by facsimile,
..pdf or other electronic means shall be effective as delivery of a manually executed counterpart to the Amendment.


 


6.          Governing
Law. This Amendment shall be governed by, and construed in accordance with the Laws of the State of Delaware without regard
to the conflicts of Law principles thereof.


 


[Signature Page Follows]


 




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IN WITNESS WHEREOF, the undersigned
have executed this Amendment as of the date first above written.


 


	 	Limbach Holdings, Inc.
	 	 	 
	 	By:	/s/ John T. Jordan, Jr.
	 	Name: John T. Jordan, Jr.
	 	Title: EVP/CFO
	 	 
	 	1347 Investors LLC
	 	 	 
	 	By:	/s/ Hassan R. Baqar
	 	Name: Hassan R. Baqar
	 	Title: President
	 	 
	 	FdG HVAC LLC
	 	 	 
	 	By:	/s/ David S. Gellman
	 	Name: David S. Gellman
	 	Title: Vice President


 


[Signature Page to Amendment
No. 1 to Amended and Restated Registration Rights Agreement]