Merger Warrants and $15 Exercise Price Sponsor Warrants

Each unexercised Merger Warrant expires on July 20, 2023 at 5:00 p.m. New York City time.

Holders must submit the completed Subscription Form attached to the Merger Warrant, accompanied by the full payment of the exercise price and send it to the Company’s transfer agent and warrant agent, Continental Stock Transfer & Trust Company (“Continental”). The completed Subscription Form may be sent by email to compliance@continentalstock.com or via mail to:

Continental Stock Transfer & Trust
1 State Street, 30th Floor
New York, NY 10004-1561

Payment of the exercise price for the Merger Warrants may be made in cash, good certified check or good bank draft payable to “Limbach Holdings, Inc.”, for the full purchase price for the number of such Merger Warrants being exercised.

The Merger Warrants may be exercised on a “cashless basis”. Exercise on a “cashless basis” is permissible if there is no effective registration statement registering, or no current prospectus available for, the resale of the shares of our common stock underlying the Merger Warrants. As of the date first written above there is no effective registration statement or current prospectus available for the resale of the shares of common stock underlying the Merger Warrants.

Holders must request a Subscription Form from the Company (or accessing a copy of the Subscription Form here) and should complete and send the Subscription Form to, accompanied by the full payment of the exercise by surrendering the Merger Warrant for a number of shares of Common Stock equal to the number of shares to be received in accordance with Section 3(a)(ii) of the Merger Warrant, to the Company’s transfer agent and warrant agent, Continental. It may be sent by email to compliance@continentalstock.com or via mail to:

Continental Stock Transfer & Trust
1 State Street, 30th Floor
New York, NY 10004-1561

Upon the “cashless exercise” of a Merger Warrant, the holder will receive that number of shares of our common stock equal to:

the product of:

• – the number of shares of our common stock underlying such Merger Warrant (or portion thereof being exercised) multiplied by
• – the “Fair Market Value” minus the $12.50 exercise price
• divided by the “Fair Market Value”

“Fair Market Value” is defined as the average reported closing price of our common stock for the ten (10) trading days ending on the immediately preceding day on which the holder elects to exercise the Merger Warrant.

Yes. Generally, shares issued upon exercise of a Merger Warrant for cash must be held for six months from the date that the holder pays the full purchase price or other consideration for the exercise of the Merger Warrant before such holder can dispose of the shares without a legend.  Additional requirements may apply depending on whether you are an “affiliate” of the Company.

Non-Affiliates. If the holder of Merger Warrants is not an affiliate of the Company, as defined in Rule 144 (and has not been an affiliate for 90 days immediately prior to the exercise (a “non-affiliate”)), then such holder will need to hold the shares of our common stock underlying the Merger Warrant (or the portion thereof being exercised) for six months before such holder can dispose of them without a legend.

Affiliates. If you are an affiliate, as defined in Rule 144, such holder will need to hold the shares of our common stock underlying the Merger Warrant (or the portion thereof being exercised) also for six months before such holder can dispose of them without a legend (additional requirements apply to affiliates see below).

Yes. But restricted stock in this situation is not eligible for resale unless such a resale complies with the requirements of Rule 144.

Non-Affiliate, Holding Merger Warrants for More than Six Months. If the holder of Merger Warrants is a non-affiliate, as defined in Rule 144, and has generally held the Merger Warrants for more than six months, then a resale of the restricted stock received upon the “cashless exercise” of the Merger Warrants would be permitted under Rule 144 if the Company is then in compliance with the adequate current public information requirement of Rule 144(c).  The Company is in compliance with the adequate current public information requirement of Rule 144(c) as of the date of these FAQs.

Non-Affiliate, Holding Merger Warrants for Less than Six Months. If the holder of the Merger Warrants is a non-affiliate and has held the Merger Warrants for less than six months, then a resale of the restricted stock received upon the “cashless exercise” of the Merger Warrants would not be permitted under Rule 144 until the Rule 144 six-month holding period had been satisfied.

Affiliate, Holding the Merger Warrants for More than Six Months.  If the holder of Merger Warrants is an affiliate of the Company, as defined in Rule 144, and has held the Merger Warrants more than six months, then a resale of the restricted stock received upon the “cashless exercise” of the Merger Warrants would be permitted under Rule 144 if the following conditions are met:

• The Company is in compliance with the adequate current public information requirement of Rule 144(c);
• The holder does not sell an amount of securities in reliance on Rule 144 during any three-month period that exceeds the greater of
  • 1% of the outstanding shares of the same class being sold; and
  • the average weekly reported trading volume in the securities on all national securities exchanges (e.g., the New York Stock Exchange or The Nasdaq Stock Market) during the four calendar weeks preceding the day of receipt of the order to execute the trade.
• Such a resale is made by means of a (i) unsolicited brokers’ transaction, (ii)) transaction directly with a market maker, or (iii) riskless principal transaction, as such terms are defined in Rule 144(f) and Rule 144(g).

• The holder files the required Form 144 pursuant to the requirements of Rule 144(h).

Affiliate, Holding Merger Warrants for Less than Six Months. If the holder of the Merger Warrants is an affiliate and has held the Merger Warrants for less than six months, then a resale of the restricted stock received upon the “cashless exercise” of the Merger Warrants would not be permitted under Rule 144 until the Rule 144 six-month holding period had been satisfied and the additional requirements of Rule 144 applicable to affiliates (described above) have been satisfied.

The holders of the Merger Warrants will receive restricted shares of our common stock, upon exercise, except that in the case of the “cashless exercise” the holder will be able to “tack” the period of time the holder has held the warrant toward any holding period under Rule 144. Continental, in its capacity as our warrant agent and transfer agent, will require a legal opinion before removing any restrictive legend from these shares. Additionally, a broker acting on behalf of a holder of the Merger Warrants may also have additional requirements related to these restricted shares.

The Company’s transfer agent and warrant agent, Continental, will require a legal opinion and supporting documentation in order to issue the shares underlying the Merger Warrants received upon exercise of the Merger Warrant. The Company has provided a legal opinion covering the Merger Warrants and the shares underlying such Merger Warrants. The Holder should complete the required supporting documentation, as described below, that affirms that the Holder has satisfied the requirements of Rule 144. Upon receipt and confirmation of satisfactory completion of the required supporting documents, Continental will issue the shares to the Holder.

Non-Affiliates. If the Holder is not an affiliate of the Company, as defined in Rule 144, and is exercising a Merger Warrant on a cashless basis, then the Holder should complete a Rule 144 Seller Representation Letter, substantially in the form attached hereto as Exhibit A. Upon receipt and confirmation of satisfactory completion of the Rule 144 Seller Representation Letter, Continental will issue the shares underlying the Merger Warrants upon exercise of the Merger Warrant without any legends. The Holder would then be able to freely transfer or to sell such shares.

Affiliates. If the Holder is an affiliate of the Company, as defined in Rule 144, and is exercising a Merger Warrant on a cashless basis, then the Holder should complete a Rule 144 Seller Representation Letter, substantially in the form attached hereto as Exhibit B, and have the holder’s broker complete an Affiliate Broker Letter, substantially in the form attached hereto as Exhibit C. Upon receipt and confirmation of satisfactory completion of both the Rule 144 Seller Representation Letter and the Affiliate Broker Letter, Continental would issue the shares underlying the Merger Warrants upon exercise of the Merger Warrant without any legends. If the Holder completes the Rule 144 Seller Representation Letter to the satisfaction of Continental but not the Affiliate Broker Letter, Continental would issue the shares underlying the Merger Warrants upon exercise of the Merger Warrant but such shares would still retain any legends indicating that they are restricted shares.  In order to freely transfer or to sell such shares, the Holder would require a further legal opinion affirming that the Holder meets the additional requirements of Rule 144 applicable to affiliates, as described above.

The Holder should contact John Crozier at Cozen O’Connor, legal counsel to the Company, on 612-260-9077 or at jcrozier@cozen.com with any questions in connection with such legal opinion.

Note that a broker acting on behalf of a holder of the Merger Warrants may have requirements related to the issuance of the shares underlying the Merger Warrants received upon exercise of the Merger Warrant in addition to those described above.

Holders of Merger Warrants that are exercised for cash should contact Continental for instructions to transfer their shares once the six-month holding period has elapsed.

Pursuant to the Merger Warrants, the Merger Warrants may not be redeemed by the Company.

Each unexercised $15 Exercise Price Sponsor Warrant expires on July 20, 2023 at 5:00 p.m. New York City time.

Holders must submit the completed Subscription Form attached to the $15 Exercise Price Sponsor Warrant, accompanied by the full payment of the exercise price and send it to the Company’s transfer agent and warrant agent, Continental. The completed Subscription Form may be sent by email to compliance@continentalstock.com or via mail to:

Continental Stock Transfer & Trust
1 State Street, 30th Floor
New York, NY 10004-1561

Payment of the exercise price for the $15 Exercise Price Sponsor Warrant may be made in cash, good certified check or good bank draft payable to “Limbach Holdings, Inc.”, for the full purchase price for the number of such warrants being exercised.

The $15 Exercise Price Sponsor Warrants may be exercised on a “cashless basis”. Exercise on a “cashless basis” is permissible if there is no effective registration statement registering, or no current prospectus available for, the resale of the shares of our common stock underlying the $15 Exercise Price Sponsor Warrants.  As of the date first written above there is no effective registration statement or current prospectus available for the resale of the shares of common stock underlying the $15 Exercise Price Sponsor Warrants.

Holders must request a Subscription Form from the Company (or accessing a copy of the Subscription Form here) and should complete and send the Subscription Form to, accompanied by the full payment of the exercise by surrendering the $15 Exercise Price Sponsor Warrant for a number of shares of Common Stock equal to the number of shares to be received in accordance with Section 3.3.1(d) of the Warrant Agreement governing the $15 Exercise Price Sponsor Warrant, to the Company’s transfer agent and warrant agent, Continental. It may be sent by email to compliance@continentalstock.com or via mail to:

Continental Stock Transfer & Trust
1 State Street, 30th Floor
New York, NY 10004-1561

Upon the “cashless exercise” of a $15 Exercise Price Sponsor Warrants, the holder will receive that number of shares of our common stock equal to:

• the product of:
  •  – the number of shares of our common stock underlying such $15 Exercise Price Sponsor Warrants (or portion thereof being exercised) multiplied by
  • – the “Fair Market Value” minus the $15.00 exercise price
• divided by the “Fair Market Value”

“Fair Market Value” is defined as the average reported closing price of our common stock for the ten (10) trading days ending on the immediately preceding day on which the holder elects to exercise $15 Exercise Price Sponsor Warrants.

Yes.  Generally, shares issued upon exercise of a $15 Exercise Price Sponsor Warrant for cash must be held for six months from the date that the holder pays the full purchase price or other consideration for the exercise of the $15 Exercise Price Sponsor Warrant before such holder can dispose of the shares without a legend.  Additional requirements may apply depending on whether you are an “affiliate” of the Company.

Non-Affiliates. If the holder of $15 Exercise Price Sponsor Warrants is a non-affiliate, then such holder will need to hold the shares of our common stock underlying the $15 Exercise Price Sponsor Warrants (or the portion thereof being exercised) for six months before such holder can dispose of them without a legend.

Affiliates. If you are an affiliate, as defined in Rule 144,  such holder will need to hold the shares of our common stock underlying the $15 Exercise Price Sponsor Warrants (or the portion thereof being exercised) for six months before such holder can dispose of them without a legend (additional requirements apply to affiliates see below).

Yes. But restricted stock in this situation is not eligible for resale unless such a resale complies with the requirements of Rule 144.

Non-Affiliate, Holding $15 Exercise Price Sponsor Warrants for More than Six Months. If the holder of $15 Exercise Price Sponsor Warrants is a non-affiliate, as defined in Rule 144, and has generally held the $15 Exercise Price Sponsor Warrants for more than six months, then a resale of the restricted stock received upon the “cashless exercise” of the $15 Exercise Price Sponsor Warrants would be permitted under Rule 144 if the Company is then in compliance with the adequate current public information requirement of Rule 144(c).  The Company is in compliance with the adequate current public information requirement of Rule 144(c) as of the date of these FAQs.

Non-Affiliate, Holding $15 Exercise Price Sponsor Warrants for Less than Six Months. If the holder of the $15 Exercise Price Sponsor Warrants is a non-affiliate and has held the $15 Exercise Price Sponsor Warrants for less than six months, then a resale of the restricted stock received upon the “cashless exercise” of the $15 Exercise Price Sponsor Warrants would not be permitted under Rule 144 until the Rule 144 six-month holding period had been satisfied.

Affiliate, Holding the $15 Exercise Price Sponsor Warrants for More than Six Months.  If the holder of $15 Exercise Price Sponsor Warrants is an affiliate of the Company, as defined in Rule 144, and has held the $15 Exercise Price Sponsor Warrants more than six months, then a resale of the restricted stock received upon the “cashless exercise” of the $15 Exercise Price Sponsor Warrants would be permitted under Rule 144 if the following conditions are met:

• The Company is in compliance with the adequate current public information requirement of Rule 144(c);
• The holder does not sell an amount of securities in reliance on Rule 144 during any three-month period that exceeds the greater of
  • 1% of the outstanding shares of the same class being sold; and
  • the average weekly reported trading volume in the securities on all national securities exchanges (e.g., the New York Stock Exchange or The Nasdaq Stock Market) during the four calendar weeks preceding the day of receipt of the order to execute the trade.

• Such a resale is made by means of a (i) unsolicited brokers’ transaction, (ii)) transaction directly with a market maker, or (iii) riskless principal transaction, as such terms are defined in Rule 144(f) and Rule 144(g).
• The holder files the required Form 144 pursuant to the requirements of Rule 144 (h).

Affiliate, Holding $15 Exercise Price Sponsor Warrants for Less than Six Months. If the holder of the $15 Exercise Price Sponsor Warrants is an affiliate and has held the $15 Exercise Price Sponsor Warrants for less than six months, then a resale of the restricted stock received upon the “cashless exercise” of the $15 Exercise Price Sponsor Warrants would not be permitted under Rule 144 until the Rule 144 six-month holding period had been satisfied and the additional requirements of Rule 144 applicable to affiliates (described above) have been satisfied.

The holders of the $15 Exercise Price Sponsor Warrants will receive restricted shares of our common stock, upon exercise, except that in the case of the “cashless exercise” the holder will be able to “tack” the period of time the holder has held the warrant toward any holding period under Rule 144. Continental Stock Transfer & Trust, in its capacity as our warrant agent and transfer agent, will require a legal opinion before removing any restrictive legend from these shares. Additionally, a broker acting on behalf of a holder of the $15 Exercise Price Sponsor Warrants may also have additional requirements related to these restricted shares.

The Company’s transfer agent and warrant agent, Continental, will require a legal opinion and supporting documentation in order to issue the shares underlying the $15 Exercise Price Sponsor Warrants received upon exercise of the $15 Exercise Price Sponsor Warrant. The Company has provided a legal opinion covering the $15 Exercise Price Sponsor Warrants and the shares such $15 Exercise Price Sponsor Warrants. The Holder should complete the required supporting documentation, as described below,   that affirms that the Holder has satisfied the requirements of Rule 144. Upon receipt and confirmation of satisfactory completion of the required supporting documents, Continental will issue the shares to the Holder.

Non-Affiliates. If the Holder is not an affiliate of the Company, as defined in Rule 144, and is exercising a $15 Exercise Price Sponsor Warrant on a cashless basis, then the Holder should complete a Rule 144 Seller Representation Letter, substantially in the form attached hereto as Exhibit A. Upon receipt and confirmation of satisfactory completion of the Rule 144 Seller Representation Letter, Continental will issue the shares underlying the $15 Exercise Price Sponsor Warrants upon exercise of the $15 Exercise Price Sponsor Warrant without any legends. The Holder would then be able to freely transfer or to sell such shares.

Affiliates. If the Holder is an affiliate of the Company, as defined in Rule 144, and is exercising a $15 Exercise Price Sponsor Warrant on a cashless basis, then the Holder should complete a Rule 144 Seller Representation Letter, substantially in the form attached hereto as Exhibit B, and have the holder’s broker complete an Affiliate Broker Letter, substantially in the form attached hereto as Exhibit C. Upon receipt and confirmation of satisfactory completion of both the Rule 144 Seller Representation Letter and the Affiliate Broker Letter, Continental would issue the shares underlying the $15 Exercise Price Sponsor Warrants upon exercise of the $15 Exercise Price Sponsor Warrant without any legends. If the Holder completes the Rule 144 Seller Representation Letter to the satisfaction of Continental but not the Affiliate Broker Letter, Continental would issue the shares underlying the $15 Exercise Price Sponsor Warrants upon exercise of the $15 Exercise Price Sponsor Warrant but such shares would still retain any legends indicating that they are restricted shares.  In order to freely transfer or to sell such shares, the Holder would require a further legal opinion affirming that the Holder meets the additional requirements of Rule 144 applicable to affiliates, as described above.Note that a broker acting on behalf of a holder of the $15 Exercise Price Sponsor Warrants may have requirements related to the issuance of the shares underlying the $15 Exercise Price Sponsor Warrant received upon exercise of the $15 Exercise Price Sponsor Warrant in addition to those described above.

The Holder should contact John Crozier at Cozen O’Connor, legal counsel to the Company, on 612-260-9077 or at jcrozier@cozen.com with any questions in connection with such legal opinion.

Note that a broker acting on behalf of a holder of the $15 Exercise Price Sponsor Warrants may have requirements related to the issuance of the shares underlying the $15 Exercise Price Sponsor Warrants received upon exercise of the $15 Exercise Price Sponsor Warrant in addition to those described above.

Holders of $15 Exercise Price Sponsor Warrants that are exercised for cash should contact Continental for instructions to transfer their shares once the six-month holding period has elapsed. 

Pursuant to Section 6.4 of the Warrant Agreement governing the $15 Exercise Price Sponsor Warrants “the $15 Exercise Price Sponsor Warrants shall not be redeemable by the Company as long as the $15 Exercise Price Sponsor Warrants continue to be held by the initial purchasers or their permitted transferees.”  As such, the $15 Exercise Price Sponsor Warrants are not redeemable unless they have been transferred beyond “permitted transferees.”[7]

If the $15 Exercise Price Sponsor Warrants are no longer held by “permitted transferees” then the following rules apply.

Cash Redemption: $15 Exercise Price Sponsor Warrants may be redeemed, in whole and not in part, at any time prior to their expiration, at a price of $0.01 per warrant, if the last reported sales price of common stock equals or exceeds $24.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the redemption notice date.

Redemption once triggered allows for “cashless exercise”: Once called for redemption the $15 Exercise Price Sponsor Warrants may be exercised on a “cashless basis” (at the election of the holder) in accordance with Section 3.3.1(b) of the Warrant Agreement governing the $15 Exercise Price Sponsor Warrants. 

Upon the “cashless exercise” of a $15 Exercise Price Sponsor Warrants, the holder will receive that number of shares of our common stock equal to:

• the product of:
  •  the number of shares of our common stock underlying such $15 Exercise Price Sponsor Warrants (or portion thereof being exercised) multiplied by
  • the “Fair Market Value” minus the exercise price

• divided by the “Fair Market Value” (“Fair Market Value” is defined as the average reported closing price of our common stock for the ten (10) trading days ending on the immediately preceding day on which the holder elects to exercise $15 Exercise Price Sponsor Warrants).

If redeemed, all outstanding warrants must be redeemed. Except that none of the warrants held by the initial purchasers (or permitted transferees) are redeemable.