Exhibit 4.5


 


WARRANT AGREEMENT


 


This Warrant Agreement (this “Agreement”)
is made as of [_________], 2014 between 1347 Capital Corp., a Delaware corporation, with offices at 150 Pierce Road, 6th Floor,
Itasca, IL 60143 (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with
offices at 17 Battery Place, New York, New York 10004 (the “Warrant Agent”).


 


WHEREAS, the Company has received a binding
commitment from 1347 Investors LLC (“1347 Investors”) to purchase (i) up to an aggregate of 198,000 units, each unit
(“Unit”) comprised of one share of the Company’s common stock, par value $.0001 per share (“Common Stock”),
one right to receive one-tenth of one share of Common Stock and one warrant to purchase one-half of one share of Common Stock for
$11.50 per full share, subject to adjustment as described herein, and, in connection therewith, will issue and deliver up to an
aggregate of 198,000 warrants underlying such units (the “Private Warrants”) and (ii) 600,000 warrants to purchase
one share of Common Stock for $15.00 per share (“$15 Exercise Price Sponsor Warrants”); and


 


WHEREAS, the Company is engaged in a public
offering (“Public Offering”) of Units and, in connection therewith, will issue and deliver up to (i) 4,600,000 warrants
(“Public Warrants”) to investors in the Public Offering and (ii) 300,000 warrants (underlying unit purchase options)
to EarlyBirdCapital, Inc. (“EBC”) or its designees (“EBC Warrants” and, together with the Private Warrants,
$15 Exercise Price Sponsor Warrants and Public Warrants, the “Warrants”); and


 


WHEREAS, the Company has filed with the
Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-1, No. 333-195695 (“Registration
Statement”), for the registration, under the Securities Act of 1933, as amended (the “Act”) of, among other securities,
the Public Warrants; and


 


WHEREAS, the Company desires the Warrant
Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration,
transfer, exchange, redemption and exercise of the Warrants; and


 


WHEREAS, the Company desires to provide
for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights,
limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and


 


WHEREAS, all acts and things have been done
and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned by or on behalf
of the Warrant Agent, as provided herein, the valid, binding and legal obligations of the Company, and to authorize the execution
and delivery of this Agreement.


 


NOW, THEREFORE, in consideration of the
mutual agreements herein contained, the parties hereto agree as follows:


 


		1.	Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the
Warrants, and the Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and
conditions set forth in this Agreement.



 


		2.	Warrants.



 


		2.1.	Form of Warrant. Each Warrant shall be issued in registered form only, shall be in substantially the form of Exhibit
A hereto, the provisions of which are incorporated herein and shall be signed by, or bear the facsimile signature of, the Chairman
of the Board or Chief Executive Officer, Treasurer, Secretary or Assistant Secretary of the Company and shall bear a facsimile
of the Company’s seal. In the event the person whose facsimile signature has been placed upon any Warrant shall have ceased
to serve in the capacity in which such person signed the Warrant before such Warrant is issued, it may be issued with the same
effect as if he or she had not ceased to be such at the date of issuance.



 




    	 



    	 



    

 


		2.2.	Effect of Countersignature. Unless and until countersigned by the Warrant Agent pursuant to this Agreement, a Warrant
shall be invalid and of no effect and may not be exercised by the holder thereof.



 


		2.3.	Registration.



 


		2.3.1.	Warrant Register. The Warrant Agent shall maintain books (“Warrant Register”) for the registration of original
issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue
and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with
instructions delivered to the Warrant Agent by the Company.



 


		2.3.2.	Registered Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant
Agent may deem and treat the person in whose name such Warrant shall be registered upon the Warrant Register (“registered
holder”) as the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership
or other writing on the Warrant Certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any
exercise thereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to
the contrary.



 


		2.4.	Detachability of Warrants. The securities comprising the Units will not be separately transferable until the ninetieth
(90th) day after the date hereof unless EBC informs the Company of its decision to allow earlier separate trading, but
in no event will separate trading of the securities comprising the Units begin until (i) the Company files a Current Report on
Form 8-K which includes an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Public Offering
and (ii) the Company issues a press release and files a Current Report on Form 8-K announcing when such separate trading shall
begin.



 


		2.5.	Warrant Attributes.



 


		2.5.1.	Private Warrants. The Private Warrants will be issued in the same form as the Public Warrants except that (i) they will
be exercisable either for cash or on a cashless basis at the holder’s option pursuant to Section 3.3.1(c) and (ii) they will
not be redeemable by the Company, in either case as long as the Private Warrants are held by the initial purchasers or any of their
permitted transferees (as prescribed in Section 5.6 hereof).



 


		2.5.2.	EBC Warrants. The EBC Warrants shall have the same terms and be in the same form as the Public Warrants.



 


		2.5.3.	$15 Exercise Price Sponsor Warrants. The $15 Exercise Price Sponsor Warrants will be issued in the same form as the
Public Warrants except that (i) each $15 Exercise Price Sponsor Warrant shall be exercisable to purchase one full share of Common
Stock; (ii) the exercise price of the $15 Exercise Price Sponsor Warrants shall be $15.00 per share; (iii) the $15 Exercise Price
Sponsor Warrants shall not be redeemable by the Company as long as they are held by the initial purchasers or any of their permitted
transferees (as prescribed in Section 5.6 hereof); and (iv) the $15 Exercise Price Sponsor Warrants shall expire seven years after
the completion of the Company’s Business Combination (as defined below), at 5:00 p.m., New York City time, or earlier upon
redemption or liquidation.



 


		2.5.4.	Necessary Consent. The provisions of this Section 2.5 may not be modified, amended or deleted without the prior written
consent of EBC.



 


		3.	Terms and Exercise of Warrants.



 


		3.1.	Warrant Price. Each Warrant shall, when countersigned by the Warrant Agent, entitle the registered holder thereof, subject
to the provisions of such Warrant and of this Warrant Agreement, to purchase from the Company the number of shares of Common Stock
stated therein, at the price of $11.50 per whole share (or, in the case of the $15 Exercise Price Sponsor Warrants, at the price
of $15.00 per whole share), subject to the adjustments provided in Section 4 hereof and in the last sentence of this Section 3.1.
The term “Warrant Price” as used in this Warrant Agreement refers to the price per share at which shares of Common
Stock may be purchased at the time a Warrant is exercised. The Company in its sole discretion may lower the Warrant Price at any
time prior to the Expiration Date (as defined below) for a period of not less than 10 business days; provided, however, that the
Company shall provide at least 10 business days prior written notice of such reduction to registered holders of the Warrants; provided,
further, however, that any such reduction shall be applied consistently to all of the Warrants.



 




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		3.2.	Duration of Warrants. A Warrant may be exercised only during the period (“Exercise
Period”) commencing on the later of 30 days after the consummation by the Company of a merger, share exchange, asset acquisition,
stock purchase, recapitalization, reorganization or other similar business combination involving the Company and one or more businesses
or entities (“Business Combination”) (as described more fully in the Registration Statement) and [___________], 2015
[one year after the closing of the Public Offering], and terminating at 5:00 p.m., New York City time on the earlier to occur of
(i) five years from the consummation of a Business Combination (or, in the case of the $15 Exercise Price Sponsor Warrants,
seven years after the completion of a Business Combination), (ii) the liquidation of the Company,
and (iii) except in the case of the Private Warrants and $15 Exercise Price Sponsor Warrants, the Redemption Date as provided in
Section 6.2 of this Agreement (“Expiration Date”); provided, however, that the exercise of any Warrant shall be subject
to the satisfaction of any applicable conditions, as set forth in Section 7.4 below. Except with respect to the right to receive
the Redemption Price (as set forth in Section 6 hereunder), each Warrant not exercised on or before the Expiration Date shall become
void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of business on
the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date;
provided, however, that the Company will provide written notice to registered holders of the Warrants of such extension of not
less than 20 days.



 


		3.3.	Exercise of Warrants.



 


		3.3.1.	Payment. Subject to the provisions of the Warrant and this Warrant Agreement, a Warrant, when countersigned by the Warrant
Agent, may be exercised by the registered holder thereof by surrendering it, at the office of the Warrant Agent, or at the office
of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set
forth in the Warrant, duly executed, and by paying in full the Warrant Price for each full share of Common Stock as to which the
Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, as follows:



 


		(a)	in cash, good certified check or good bank draft payable to the order of the Company (or as otherwise agreed to by the Company);
or



 


		(b)	in the event of redemption pursuant to Section 6 hereof in which the Company’s management has elected to require all
holders of Public Warrants to exercise such Public Warrants on a “cashless basis,” by surrendering the Warrants for
that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common
Stock underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value” (defined
below) by (y) the Fair Market Value. Solely for purposes of this Section 3.3.1(b), the “Fair Market Value” shall
mean the average reported closing price of the Common Stock for the 10 trading days ending on the third trading day prior to the
date on which the notice of redemption is sent to holders of Warrants pursuant to Section 6 hereof; or



 


		(c)	with respect to any Private Warrants, so long as such Private Warrants are held by the initial purchasers or their permitted
transferees (as prescribed in Section 5.6 hereof), by surrendering such Private Warrants for that number of shares of Common Stock
equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied
by the difference between the exercise price of the Warrants and the “Fair Market Value” by (y) the Fair Market Value;
provided, however, that no cashless exercise shall be permitted unless the Fair Market Value is higher than the exercise price.
Solely for purposes of this Section 3.3.1(c), the “Fair Market Value” shall mean the average reported closing
price of the Common Stock for the 10 trading days ending on the day prior to the Company’s receipt of the applicable exercise
notice; or



 




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		(d)	in the event the registration statement required by Section 7.4 hereof is not effective and current, then during the period
beginning on the 61st day after the closing of the Business Combination and ending upon the effectiveness of such registration
statement, and during any other period after such date of effectiveness when the Company shall fail to have maintained an effective
registration statement covering the shares of Common Stock issuable upon exercise of the Warrants, by surrendering Warrants for
that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common
Stock underlying such Warrants, multiplied by the difference between the exercise price of the Warrants or and the “Fair
Market Value” by (y) the Fair Market Value; provided, however, that no cashless exercise shall be permitted unless the Fair
Market Value is higher than the exercise price. Solely for purposes of this Section 3.3.1(d), the “Fair Market Value”
shall mean the average reported closing price of the shares of Common Stock for the 10 trading days ending on the day prior to
the date of exercise.



 


		3.3.2.	Issuance of Certificates. As soon as practicable after the exercise of any Warrant and the clearance of the funds in
payment of the Warrant Price (if any), the Company shall issue to the registered holder of such Warrant a certificate or certificates
for the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed
by him, her or it, and if such Warrant shall not have been exercised in full, a new countersigned Warrant for the number of shares
as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, the Company shall not be obligated to deliver
any shares of Common Stock pursuant to the exercise of a Public Warrant and shall have no obligation to settle such Public Warrant
exercise unless a registration statement under the Act with respect to the shares of Common Stock underlying the Public Warrants
is then effective and a prospectus relating thereto is current, subject to the Company’s satisfying its obligations under Section
7.4. No Warrant shall be exercisable and the Company shall not be obligated to issue shares of Common Stock upon exercise of
a Warrant unless the Common Stock issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt under
the securities laws of the state of residence of the registered holder of the Warrants. In no event will the Company be required
to net cash settle the Warrant exercise. If, by reason of any exercise of warrants on a “cashless basis”, the holder
of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the Company shall
round down to the nearest whole number, the number of shares to be issued to such holder. Warrants may not be exercised by, or
securities issued to, any registered holder in any state in which such exercise would be unlawful.



 


		3.3.3.	Valid Issuance. All shares of Common Stock issued upon the proper exercise of a Warrant in conformity with this Agreement
shall be validly issued, fully paid and nonassessable.



 


		3.3.4.	Date of Issuance. Each person in whose name any such certificate for shares of Common Stock is issued shall for all
purposes be deemed to have become the holder of record of such shares on the date on which the Warrant was surrendered and payment
of the Warrant Price was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender
and payment is a date when the share transfer books of the Company are closed, such person shall be deemed to have become the holder
of such shares at the close of business on the next succeeding date on which the share transfer books are open.



 




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		3.3.5.	Maximum Percentage. A holder of a Warrant may notify the Company in writing in the event he, she or it elects to be
subject to the provisions contained in this subsection 3.3.5; however, no holder of a Warrant shall be subject to this subsection
3.3.5 unless he, she or it makes such election. If the election is made by a holder, the Warrant Agent shall not effect the exercise
of the holder’s Warrant, and such holder shall not have the right to exercise such Warrant, to the extent that after giving
effect to such exercise, such person (together with such person’s affiliates), to the Warrant Agent’s actual knowledge,
would beneficially own in excess of 9.8% (the “Maximum Percentage”) of the shares of Common Stock outstanding immediately
after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially
owned by such person and its affiliates shall include the number of shares of Common Stock issuable upon exercise of the Warrant
with respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock that would be
issuable upon (x) exercise of the remaining, unexercised portion of the Warrant beneficially owned by such person and its affiliates
and (y) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned
by such person and its affiliates (including, without limitation, any convertible notes or convertible preferred shares or warrants)
subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding
sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”). For purposes of the Warrant, in determining the number of outstanding
shares of Common Stock, the holder may rely on the number of outstanding shares of Common Stock as reflected in (1) the Company’s
most recent annual report on Form 10-K, quarterly report on Form 10-Q, current report on Form 8-K or other public filing with the
Commission as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or the
Transfer Agent setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon the written request
of the holder of the Warrant, the Company shall, within two (2) business days, confirm orally and in writing to such holder the
number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined
after giving effect to the conversion or exercise of equity securities of the Company by the holder and its affiliates since the
date as of which such number of outstanding shares of Common Stock was reported. By written notice to the Company, the holder of
a Warrant may from time to time increase or decrease the Maximum Percentage applicable to such holder to any other percentage specified
in such notice; provided, however, that any such increase shall not be effective until the sixty-first (61st) day after such notice
is delivered to the Company.



 


		4.	Adjustments.



 


		4.1.	Stock Dividends - Split Ups. If after the date hereof, the number of outstanding shares of Common Stock is increased
by a stock dividend payable in shares of Common Stock, or by a split up of the Common Stock, or other similar event, then, on the
effective date of such stock dividend, split up or similar event, the number of shares of Common Stock issuable on exercise of
each Warrant shall be increased in proportion to such increase in outstanding shares of Common Stock. A rights offering to all
holders of the shares of Common Stock entitling holders to purchase shares of Common Stock at a price less than the “Fair
Market Value” (as defined below) shall be deemed a stock dividend of a number of shares of Common Stock equal to the product
of (i) the number of shares of Common Stock actually sold in such rights offering (or issuable under any other equity securities
sold in such rights offering that are convertible into or exercisable for the shares of Common Stock) multiplied by (ii) one (1)
minus the quotient of (x) the price per share of Common Stock paid in such rights offering divided by (y) the Fair Market Value.
For purposes of this subsection 4.1, (i) if the rights offering is for securities convertible into or exercisable for shares of
Common Stock, in determining the price payable for the shares of Common Stock, there shall be taken into account any consideration
received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “Fair Market Value”
means the volume weighted average price of the shares of Common Stock as reported during the ten (10) trading day period ending
on the trading day prior to the first date on which the shares of Common Stock trade on the applicable exchange or in the applicable
market, regular way, with the right to receive such rights.



 




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		4.2.	Aggregation of Shares. If after the date hereof, the number of outstanding shares of Common Stock is decreased by a
consolidation, combination, reverse share split or reclassification of the Common Stock or other similar event, then, on the effective
date of such consolidation, combination, reverse share split, reclassification or similar event, the number of shares of Common
Stock issuable on exercise of each Warrant shall be decreased in proportion to such decrease in outstanding Common Stock.



 


		4.3.	Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding
and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the Common Stock
on account of such Common Stock (or other shares of the Company’s capital stock into which the Warrants are convertible),
other than (a) as described in subsection 4.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion
rights of the holders of the Common Stock in connection with a proposed initial Business Combination, (d) as a result of the repurchase
of Common Stock by the Company in connection with an initial Business Combination or as otherwise permitted by the Investment Management
Trust Agreement between the Company and the Warrant Agent dated of even date herewith or (e) in connection with the Company’s
liquidation and the distribution of its assets upon its failure to consummate a Business Combination (any such non-excluded event
being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately
after the effective date of such Extraordinary Dividend, by the amount of cash and the fair market value (as determined by the
Company’s board of directors, in good faith) of any securities or other assets paid on each share of Common Stock in respect
of such Extraordinary Dividend. For purposes of this subsection 4.3, “Ordinary Cash Dividends” means any cash dividend
or cash distribution which, when combined on a per share basis with the per share amounts of all other cash dividends and cash
distributions paid on the Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution
(as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends
or cash distributions that resulted in an adjustment to the Warrant Price or to the number of shares of Common Stock issuable on
exercise of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Units in the Offering).



 


		4.4.	Adjustments in Exercise Price. Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants
is adjusted, as provided in Section 4.1 and 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying
such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares
of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of
which shall be the number of shares of Common Stock so purchasable immediately thereafter.



 


		4.5.	Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding
shares of Common Stock (other than a change covered by Section 4.1 or 4.2 hereof or that solely affects the par value of such shares
of Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation
or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization
of the outstanding Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other
property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant
holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in
the Warrants and in lieu of the shares of Common Stock immediately theretofore purchasable and receivable upon the exercise of
the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable
upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer,
that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to
such event; and if any reclassification also results in a change in shares of Common Stock covered by Section 4.1 or 4.2, then
such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.4 and this Section 4.5. The provisions of this Section 4.5 shall
similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.



 


		4.6.	Notices of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of shares of Common Stock issuable
upon exercise of a Warrant, the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant
Price resulting from such adjustment and the increase or decrease, if any, in the number of shares of Common Stock purchasable
at such price upon the exercise of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which
such calculation is based. Upon the occurrence of any event specified in Sections 4.1, 4.2, 4.3, 4.4 or 4.5, then, in any such
event, the Company shall give written notice to each Warrant holder, at the last address set forth for such holder in the warrant
register, of the record date or the effective date of the event. Failure to give such notice, or any defect therein, shall not
affect the legality or validity of such event.



 




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		4.7.	No Fractional Shares. Notwithstanding any provision contained in this Warrant Agreement to the contrary, the Company
shall not issue fractional shares upon exercise of Warrants. If the holder of any Warrant would be entitled, upon the exercise
of such Warrant, to receive a fractional interest in a share, the Company shall, upon such exercise, round down to the nearest
whole number the number of the shares of Common Stock to be issued to the Warrant holder.



 


		4.8.	Form of Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Section 4, and Warrants
issued after such adjustment may state the same Warrant Price and the same number of shares as is stated in the Warrants initially
issued pursuant to this Agreement; provided, however, that the Company may at any time in its sole discretion make any change in
the form of Warrant that the Company may deem appropriate and that does not affect the substance thereof, and any Warrant thereafter
issued or countersigned, whether in exchange or substitution for an outstanding Warrant or otherwise, may be in the form as so
changed.



 


		4.9.	Other Events. In case any event shall occur affecting the Company as to which none of the provisions of preceding subsections
of this Section 4 are strictly applicable, but which would require an adjustment to the terms of the Warrants in order to (i) avoid
an adverse impact on the Warrants and (ii) effectuate the intent and purpose of this Section 4, then, in each such case, the Company
shall appoint a firm of independent public accountants, investment banking or other appraisal firm of recognized national standing,
which shall give its opinion as to whether or not any adjustment to the rights represented by the Warrants is necessary to effectuate
the intent and purpose of this Section 4 and, if such firm determines that an adjustment is necessary, the terms of such adjustment.
The Company shall adjust the terms of the Warrants in a manner that is consistent with any adjustment recommended in such opinion.



 


		5.	Transfer and Exchange of Warrants.



 


		5.1.	Registration of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant
upon the Warrant Register, upon surrender of such Warrant for transfer, properly endorsed with signatures properly guaranteed and
accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant representing an equal aggregate number
of Warrants shall be issued and the old Warrant shall be cancelled by the Warrant Agent. The Warrants so cancelled shall be delivered
by the Warrant Agent to the Company from time to time upon request.



 


		5.2.	Procedure for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request
for exchange or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested
by the registered holder of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however,
that in the event that a Warrant surrendered for transfer bears a restrictive legend, the Warrant Agent shall not cancel such Warrant
and issue new Warrants in exchange therefor until the Warrant Agent has received an opinion of counsel for the Company stating
that such transfer may be made and indicating whether the new Warrants must also bear a restrictive legend.



 


		5.3.	Fractional Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which
will result in the issuance of a warrant certificate for a fraction of a warrant.



 


		5.4.	Service Charges. No service charge shall be made for any exchange or registration of transfer of Warrants.



 


		5.5.	Warrant Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance
with the terms of this Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5, and the Company,
whenever required by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company for
such purpose.



 




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		5.6.	Private Warrants and $15 Exercise Price Sponsor Warrants. The Warrant Agent shall not register any transfer of Private
Warrants or $15 Exercise Price Sponsor Warrants until after the consummation by the Company of a Business Combination, except for
transfers made in accordance with (a) in the case of Private Warrants, the Private Units Purchase Agreement between the Company
and 1347 Investors (the “Private Units Purchase Agreement”) and (b) in the case of the $15 Exercise Price Sponsor Warrants,
the $15 Exercise Price Sponsor Warrants Purchase Agreement between the Company and 1347 Investors (the “$15 Exercise Price
Sponsor Warrants Purchase Agreement”), in each case on the condition that prior to such registration for transfer, the Warrant
Agent shall be presented with written documentation pursuant to which each transferee or the trustee or legal guardian for such
transferee agrees to be bound by the terms of the Private Units Purchase Agreement (in the case of the Private Warrants) or the
$15 Exercise Price Sponsor Warrants Purchase Agreement (in the case of the $15 Exercise Price Sponsor Warrants).



 


		6.	Redemption.



 


		6.1.	Redemption. Subject to Section 6.4 hereof, not less than all of the outstanding Warrants may be redeemed, at the option
of the Company, at any time while they are exercisable and prior to their expiration, at the office of the Warrant Agent, upon
the notice referred to in Section 6.2, at the price of $.01 per Warrant (“Redemption Price”), provided that the last
sale price of the Common Stock has been at least $24.00 per share (subject to adjustment in accordance with Section 4 hereof),
on each of twenty (20) trading days within any thirty (30) trading day period (“30-Day Trading Period”) ending on the
third business day prior to the date on which notice of redemption is given and provided further that there is a current registration
statement in effect with respect to the shares of Common Stock underlying the Warrants for each day in the 30-Day Trading Period
and continuing each day thereafter until the Redemption Date (defined below).



 


		6.2.	Date Fixed for, and Notice of, Redemption. In the event the Company shall elect to redeem all of the Warrants, the Company
shall fix a date for the redemption (the “Redemption Date”). Notice of redemption shall be mailed by first class mail,
postage prepaid, by the Company not less than 30 days prior to the Redemption Date to the registered holders of the Warrants to
be redeemed at their last addresses as they shall appear on the registration books. Any notice mailed in the manner herein provided
shall be conclusively presumed to have been duly given whether or not the registered holder received such notice.



 


		6.3.	Exercise After Notice of Redemption. The Warrants may be exercised, for cash (or on a “cashless basis” in
accordance with Section 3 of this Agreement) at any time after notice of redemption shall have been given by the Company pursuant
to Section 6.2 hereof and prior to the Redemption Date. In the event the Company determines to require holders of Public Warrants
to exercise their Public Warrants on a “cashless basis” pursuant to Section 3.3.1(b), the notice of redemption will
contain the information necessary to calculate the number of shares of Common Stock to be received upon exercise of the Public
Warrants, including the “Fair Market Value” in such case. On and after the Redemption Date, the record holder of the
Warrants shall have no further rights except to receive, upon surrender of the Warrants, the Redemption Price.



 


		6.4.	Exclusion of Certain Warrants. The Company understands that the redemption rights provided for by this Section 6 apply
only to outstanding Warrants. To the extent a person holds rights to purchase Warrants, such purchase rights shall not be extinguished
by redemption. However, once such purchase rights are exercised, the Company may redeem the Warrants issued upon such exercise
provided that the criteria for redemption is met. Additionally, any of the Private Warrants or $15 Exercise Price Sponsor Warrants
shall not be redeemable by the Company as long as such Private Warrants or $15 Exercise Price Sponsor Warrants continue to be held
by the initial purchasers or their permitted transferees (as prescribed in Section 5.6 hereof). However, once such Private Warrants
or $15 Exercise Price Sponsor Warrants are no longer held by the initial purchasers or their permitted transferees, such Private
Warrants or $15 Exercise Price Sponsor Warrants shall then be redeemable by the Company pursuant to Section 6 hereof. The
provisions of this Section 6.4 may not be modified, amended or deleted without the prior written consent of EBC.



 




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		7.	Other Provisions Relating to Rights of Holders of Warrants.



 


		7.1.	No Rights as Shareholder. A Warrant does not entitle the registered holder thereof to any of the rights of a shareholder
of the Company, including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive
rights to vote or to consent or to receive notice as shareholders in respect of the meetings of shareholders or the election of
directors of the Company or any other matter.



 


		7.2.	Lost, Stolen, Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen, mutilated, or destroyed, the Company
and the Warrant Agent may on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the
case of a mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination, tenor, and date as the Warrant
so lost, stolen, mutilated, or destroyed. Any such new Warrant shall constitute a substitute contractual obligation of the Company,
whether or not the allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any time enforceable by anyone.



 


		7.3.	Reservation of Shares of Common Stock. The Company shall at all times reserve and keep available a number of its authorized
but unissued shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant
to this Agreement.



 


		7.4.	Registration of Shares of Common Stock. The Company agrees that as soon as practicable, but in no event later than fifteen
(15) business days after the closing of a Business Combination, it shall use its best efforts to file with the SEC a registration
statement for the registration under the Act of the shares of Common Stock issuable upon exercise of the Warrants, and to cause
the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating
thereto, until the expiration of the Warrants in accordance with the provisions of this Agreement. In addition, the Company agrees
to use its best efforts to register the shares of Common Stock issuable upon exercise of the Warrants under state blue sky laws,
to the extent an exemption is not available. If any such registration statement has not been declared effective by the 60th
business day following the closing of the Business Combination, holders of the Warrants shall have the right, during the
period beginning on the 61st day after the closing of the Business Combination and ending upon such registration statement being
declared effective by the SEC, and during any other period after such date of effectiveness when the Company shall fail to have
maintained an effective registration statement covering the shares of Common Stock issuable upon exercise of the Warrants, to exercise
such Warrants on a “cashless basis” as determined in accordance with Section 3.3.1(d). The Company shall provide
the Warrant Agent with an opinion of counsel for the Company (which shall be an outside law firm with securities law experience)
stating that (i) the issuance of shares of Common Stock upon exercise of the Warrants on a cashless basis in accordance with this
Section 7.4 is not required to be registered under the Act and (ii) the shares of Common Stock issued upon such exercise
will be freely tradable under U.S. federal securities laws by anyone who is not an affiliate (as such term is defined in Rule 144
under the Act) of the Company and, accordingly, will not be required to bear a restrictive legend. For the avoidance of any doubt,
unless and until all of the Warrants have been exercised on a cashless basis, the Company shall continue to be obligated to comply
with its registration obligations with respect to those Warrants under the first three sentences of this Section 7.4. The
provisions of this Section 7.4 may not be modified, amended or deleted without the prior written consent of EBC.



 


		8.	Concerning the Warrant Agent and Other Matters.



 


		8.1.	Payment of Taxes. The Company will from time to time promptly pay all taxes and charges that may be imposed upon the
Company or the Warrant Agent in respect of the issuance or delivery of shares of Common Stock upon the exercise of Warrants, but
the Company shall not be obligated to pay any transfer taxes in respect of the Warrants or such shares.



 




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		8.2.	Resignation, Consolidation, or Merger of Warrant Agent.



 


		8.2.1.	Appointment of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its
duties and be discharged from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing
to the Company. If the office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company
shall appoint in writing a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment
within a period of thirty (30) days after it has been notified in writing of such resignation or incapacity by the Warrant Agent
or by the holder of the Warrant (who shall, with such notice, submit his Warrant for inspection by the Company), then the holder
of any Warrant may apply to the Supreme Court of the State of New York for the County of New York for the appointment of a successor
Warrant Agent at the Company’s cost. Any successor Warrant Agent, whether appointed by the Company or by such court, shall
be a corporation organized and existing under the laws of the State of New York, in good standing and having its principal office
in the Borough of Manhattan, City and State of New York, and authorized under such laws to exercise corporate trust powers and
subject to supervision or examination by federal or state authority. After appointment, any successor Warrant Agent shall be vested
with all the authority, powers, rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect as
if originally named as Warrant Agent hereunder, without any further act or deed; but if for any reason it becomes necessary or
appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring
to such successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request
of any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for
more fully and effectually vesting in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities,
duties, and obligations.



 


		8.2.2.	Notice of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give
notice thereof to the predecessor Warrant Agent and the transfer agent for the Common Stock not later than the effective date of
any such appointment.



 


		8.2.3.	Merger or Consolidation of Warrant Agent. Any corporation into which the Warrant Agent may be merged or with which it
may be consolidated or any corporation resulting from any merger or consolidation to which the Warrant Agent shall be a party shall
be the successor Warrant Agent under this Agreement without any further act.



 


		8.3.	Fees and Expenses of Warrant Agent.



 


		8.3.1.	Remuneration. The Company agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent
hereunder and will reimburse the Warrant Agent upon demand for all expenditures that the Warrant Agent may reasonably incur in
the execution of its duties hereunder.



 


		8.3.2.	Further Assurances. The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed,
acknowledged, and delivered all such further and other acts, instruments, and assurances as may reasonably be required by the Warrant
Agent for the carrying out or performing of the provisions of this Agreement.



 


		8.4.	Liability of Warrant Agent.



 


		8.4.1.	Reliance on Company Statement. Whenever in the performance of its duties under this Warrant Agreement, the Warrant Agent
shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering
any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed
to be conclusively proved and established by a statement signed by the Chief Executive Officer or Chairman of the Board of the
Company and delivered to the Warrant Agent. The Warrant Agent may rely upon such statement for any action taken or suffered in
good faith by it pursuant to the provisions of this Agreement.



 




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		8.4.2.	Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad
faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments,
costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement except
as a result of the Warrant Agent’s gross negligence, willful misconduct, or bad faith.



 


		8.4.3.	Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect
to the validity or execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by
the Company of any covenant or condition contained in this Agreement or in any Warrant; nor shall it be responsible to make any
adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment
or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed
to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant
to this Agreement or any Warrant or as to whether any shares of Common Stock will, when issued, be valid and fully paid and nonassessable.



 


		8.5.	Acceptance of Agency. The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform
the same upon the terms and conditions herein set forth and, among other things, shall account promptly to the Company with respect
to Warrants exercised and concurrently account for, and pay to the Company, all moneys received by the Warrant Agent for the purchase
of shares of Common Stock through the exercise of Warrants.



 


		8.6.	Waiver. The Warrant Agent hereby waives any right of set-off or any other right, title, interest or claim of any kind
(“Claim”) in or to any distribution of the Trust Account (as defined in that certain Investment Management Trust Agreement,
dated as of the date hereof, by and between the Company and the Warrant Agent as trustee thereunder) and hereby agrees not to seek
recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever.



 


		9.	Miscellaneous Provisions.



 


		9.1.	Successors. All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent
shall bind and inure to the benefit of their respective successors and assigns.



 


		9.2.	Notices. Any notice, statement or demand authorized by this Warrant Agreement to be given or made by the Warrant Agent
or by the holder of any Warrant to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery
or if sent by certified mail or private courier service within five days after deposit of such notice, postage prepaid, addressed
(until another address is filed in writing by the Company with the Warrant Agent), as follows:



 


1347 Capital Corp.


150 Pierce Road, 6th Floor


Itasca, IL 60143


Attn: Hassan R. Baqar


 


Any notice, statement or demand authorized by this
Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall be sufficiently given
when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five days after
deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with the Company),
as follows:


 


Continental Stock Transfer & Trust Company


17 Battery Place


New York, New York 10004


Attn: Compliance Department


 




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with a copy in each case to:


 


McDermott Will & Emery LLP


340 Madison Avenue


New York, New York 10173


Attn: Joel L. Rubinstein


 


and


 


Graubard Miller


The Chrysler Building


405 Lexington Avenue


New York, New York 10174


Attn: David Alan Miller, Esq.


 


and


 


EarlyBirdCapital, Inc.


275 Madison Avenue, 27th Floor


New York, New York 10016


Attn: Michael Powell, Managing Director


 


		9.3.	Applicable Law. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed
in all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in
the application of the substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim
against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of
New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction,
which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that any of such
courts represent an inconvenient forum. Any such process or summons to be served upon the Company may be served by transmitting
a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth
in Section 9.2 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any action,
proceeding or claim.



 


		9.4.	Persons Having Rights under this Agreement. Nothing in this Agreement expressed and nothing that may be implied from
any of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than
the parties hereto and the registered holders of the Warrants and, for the purposes of Sections 2.5, 6.4, 7.4, 9.4 and 9.8 hereof,
EBC, any right, remedy, or claim under or by reason of this Warrant Agreement or of any covenant, condition, stipulation, promise,
or agreement hereof. EBC shall be deemed to be a third-party beneficiary of this Agreement with respect to Sections 2.5, 6.4, 7.4,
9.4 and 9.8 hereof. All covenants, conditions, stipulations, promises, and agreements contained in this Warrant Agreement shall
be for the sole and exclusive benefit of the parties hereto (and EBC with respect to Sections 2.5, 6.4, 7.4, 9.4 and 9.8 hereof)
and their successors and assigns and of the registered holders of the Warrants.



 


		9.5.	Examination of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the office
of the Warrant Agent in the Borough of Manhattan, City and State of New York, for inspection by the registered holder of any Warrant.
The Warrant Agent may require any such holder to submit his Warrant for inspection by it.



 


		9.6.	Counterparts. This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts
shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.



 




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		9.7.	Effect of Headings. The Section headings herein are for convenience only and are not part of this Warrant Agreement
and shall not affect the interpretation thereof.



 


		9.8.	Amendments. This Agreement may be amended by the parties hereto without the consent of any registered holder for the
purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained herein or adding or
changing any other provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary
or desirable and that the parties deem shall not adversely affect the interest of the registered holders. All other modifications
or amendments, including any amendment to increase the Warrant Price or shorten the Exercise Period, shall require the written
consent or vote of the registered holders of a majority of the then outstanding Warrants. Notwithstanding the foregoing, the Company
may lower the Warrant Price or extend the duration of the Exercise Period pursuant to Sections 3.1 and 3.2, respectively, without
the consent of the registered holders. The provisions of this Section 9.8 may not be modified, amended or deleted without the prior
written consent of EBC.



 


		9.9.	Severability. This Warrant Agreement shall be deemed severable, and the invalidity or unenforceability of any term or
provision hereof shall not affect the validity or enforceability of this Warrant Agreement or of any other term or provision hereof.
Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added
as a part of this Warrant Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible
and be valid and enforceable.



 


[Signature page follows]


 




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IN WITNESS WHEREOF, this Agreement has been
duly executed by the parties hereto as of the day and year first above written.


 


	 	1347 CAPITAL CORP.	 
	 	 	 	 
	 	By:	 	 
	 	 	
        Name: Gordon G. Pratt

        Title: President, Chief Executive Officer and Director
	 
	 	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY	 
	 	 	 	 
	 	By: 	 	 
	 	 	
        Name: Monty Harry

        Title: Vice President
	 


 


[Signature page to Warrant Agreement between
1347 Capital Corp. and Continental Stock Transfer & Trust Company]