Exhibit 10.5


 


REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS AGREEMENT (this
“Agreement”) is entered into as of [_____________], 2014, by and among 1347 Capital Corp., a Delaware
corporation (the “Company”), and the undersigned parties listed under Investor on the signature page
hereto (each, an “Investor” and, collectively, the “Investors”).


 


WHEREAS, the Investors currently hold all
of the outstanding shares of Common Stock of the Company issued prior to the consummation of the Company’s initial public
offering (the “Initial Shares”);


 


WHEREAS, the Investors are privately purchasing
180,000 Units simultaneously with the consummation of the Company’s initial public offering (the “Initial
Private Units”);


 


WHEREAS, the Investors will purchase up
to 18,000 additional Units (the “Over-Allotment Private Units” and, together with the Initial Private
Units, the “Private Units”) in the event the underwriters of the Company’s initial public offering
exercise the over-allotment option in full or in part;


 


WHEREAS, the Investors are privately purchasing
an aggregate of 600,000 warrants (the “$15 Exercise Price Sponsor Warrants”) simultaneously with the
consummation of the Company’s initial public offering; and


 


WHEREAS, the Investors and the Company desire
to enter into this Agreement to provide the Investors with certain rights relating to the registration of the Initial Shares, the
Private Units, the $15 Exercise Price Sponsor Warrants and the Working Capital Units (defined below).


 


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


 


		1.	DEFINITIONS. The following capitalized terms used herein have the following meanings:



 


“$15 Exercise Price Sponsor Warrants”
is defined in the preamble to this Agreement.


 


“Agreement” means this
Agreement, as amended, restated, supplemented, or otherwise modified from time to time.


 


“Business Combination”
means 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.


 


“Commission” means the
Securities and Exchange Commission, or any other Federal agency then administering the Securities Act or the Exchange Act.


 


“Common Stock” means the
common stock, par value $0.0001 per share, of the Company.


 


“Company” is defined in
the preamble to this Agreement.


 


“Demand Registration” is
defined in Section 2.1.1.


 


“Demanding Holder” is defined
in Section 2.1.1.


 


“Exchange Act” means the
Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, all as the
same shall be in effect at the time.


 


“Form S-3” is defined in
Section 2.3.


 


“Indemnified Party” is
defined in Section 4.3.


 




    	 



    	 



    


 


“Indemnifying Party” is
defined in Section 4.3.


 


“Initial Shares” is defined
in the preamble to this Agreement.


 


“Initial Private Units”
is defined in the preamble to this Agreement.


 


“Investor” is defined in
the preamble to this Agreement.


 


“Investor Indemnified Party”
is defined in Section 4.1.


 


“Maximum Number of Shares”
is defined in Section 2.1.4.


 


“Notices” is defined in
Section 6.3.


 


“Option Securities” is
defined in Section 2.1.4.


 


“Over-Allotment Private Units”
is defined in the preamble to this Agreement.


 


“Piggy-Back Registration”
is defined in Section 2.2.1.


 


“Private Units” is defined
in the preamble to this Agreement.


 


“Register,” “Registered”
and “Registration” mean a registration effected by preparing and filing a registration statement or similar
document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder,
and such registration statement becoming effective.


 


“Registrable Securities”
means (i) all of the Initial Shares, (ii) all of the Private Units (and underlying warrants and shares of Common Stock), (iii)
all of the $15 Exercise Price Sponsor Warrants (and underlying shares of Common Stock) and (iv) all of the Working Capital Units
(and underlying shares of Common Stock). Registrable Securities include any warrants, shares of capital stock or other securities
of the Company issued as a dividend or other distribution with respect to or in exchange for or in replacement of such Initial
Shares, Private Units (and underlying warrants and shares of Common Stock), $15 Exercise Price Sponsor Warrants (and underlying
shares of Common Stock) and Working Capital Units (and underlying shares of Common Stock). As to any particular Registrable Securities,
such securities shall cease to be Registrable Securities when: (a) a Registration Statement with respect to the sale of such securities
shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged
in accordance with such Registration Statement; (b) such securities shall have been otherwise transferred, new certificates for
them not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution
of them shall not require registration under the Securities Act; (c) such securities shall have ceased to be outstanding, or (d)
the Registrable Securities are freely saleable under Rule 144 without volume limitations.


 


“Registration Statement”
means a registration statement filed by the Company with the Commission in compliance with the Securities Act and the rules and
regulations promulgated thereunder for a public offering and sale of equity securities, or securities or other obligations exercisable
or exchangeable for, or convertible into, equity securities (other than a registration statement on Form S-4 or Form S-8, or their
successors, or any registration statement covering only securities proposed to be issued in exchange for securities or assets of
another entity).


 


“Release Date” means the
date on which the Initial Shares are disbursed from escrow pursuant to Section 3 of that certain Stock Escrow Agreement dated as
of [__________], 2014 by and among certain of the Investors and Continental Stock Transfer & Trust Company.


 


“Securities Act” means
the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder, all as the same
shall be in effect at the time.


 




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“Underwriter” means a securities
dealer who purchases any Registrable Securities as principal in an underwritten offering and not as part of such dealer’s
market-making activities.


 


“Units” means the units
of the Company, each comprised of one share of 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.


 


“Warrants” means the warrants
of the Company underlying the Units, each to purchase one-half of one share of Common Stock.


 


“Working Capital Units”
means any Units held by Investors, officers or directors of the Company or their affiliates which may be issued in payment of working
capital loans made to the Company.


 


		2.	REGISTRATION RIGHTS.



 


		2.1	Demand Registration.



 


		2.1.1	Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates a
Business Combination with respect to the Private Units (or underlying shares of Common Stock), $15 Exercise Price Sponsor Warrants
(or underlying shares of Common Stock) and Working Capital Units (or underlying shares of Common Stock) or (ii) three months prior
to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of such Private Units
(or underlying shares of Common Stock), $15 Exercise Price Sponsor Warrants (or underlying shares of Common Stock) and Working
Capital Units (or underlying shares of Common Stock) or other Registrable Securities, as the case may be, held by the Investors,
officers or directors of the Company or their affiliates, or the transferees of the Investors, may make a written demand for registration
under the Securities Act of all or part of their Private Units (or underlying shares of Common Stock), $15 Exercise Price Sponsor
Warrants (or underlying shares of Common Stock), Working Capital Units (or underlying shares of Common Stock) or other Registrable
Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall
specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof.
The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes
to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including
shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company
within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders
shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos
set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations
under this Section 2.1.1 in respect of all Registrable Securities.



 


		2.1.2	Effective Registration. A registration will not count as a Demand Registration until the Registration Statement filed
with the Commission with respect to such Demand Registration has been declared effective and the Company has complied with all
of its obligations under this Agreement with respect thereto; provided, however, that if, after such Registration Statement has
been declared effective, the offering of Registrable Securities pursuant to a Demand Registration is interfered with by any stop
order or injunction of the Commission or any other governmental agency or court, the Registration Statement with respect to such
Demand Registration will be deemed not to have been declared effective, unless and until, (i) such stop order or injunction is
removed, rescinded or otherwise terminated, and (ii) a majority-in-interest of the Demanding Holders thereafter elect to continue
the offering; provided, further, that the Company shall not be obligated to file a second Registration Statement until a Registration
Statement that has been filed is counted as a Demand Registration or is terminated.



 




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		2.1.3	Underwritten Offering. If a majority-in-interest of the Demanding Holders so elect and such holders so advise the Company
as part of their written demand for a Demand Registration, the offering of such Registrable Securities pursuant to such Demand
Registration shall be in the form of an underwritten offering. In such event, the right of any holder to include its Registrable
Securities in such registration shall be conditioned upon such holder’s participation in such underwriting and the inclusion
of such holder’s Registrable Securities in the underwriting to the extent provided herein. All Demanding Holders proposing
to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form
with the Underwriter or Underwriters selected for such underwriting by a majority-in-interest of the holders initiating the Demand
Registration.



 


		2.1.4	Reduction of Offering. If the managing Underwriter or Underwriters for a Demand Registration that is to be an underwritten
offering advises the Company and the Demanding Holders in writing that the dollar amount or number of shares of Registrable Securities
which the Demanding Holders desire to sell, taken together with all other shares of Common Stock or other securities which the
Company desires to sell and the shares of Common Stock, if any, as to which registration has been requested pursuant to written
contractual piggy-back registration rights held by other stockholders of the Company who desire to sell, exceeds the maximum dollar
amount or maximum number of shares that can be sold in such offering without adversely affecting the proposed offering price, the
timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of
shares, as applicable, the “Maximum Number of Shares”), then the Company shall include in such registration:
(i) first, the Registrable Securities as to which Demand Registration has been requested by the Demanding Holders (pro rata in
accordance with the number of shares that each such Person has requested be included in such registration, regardless of the number
of shares held by each such Person (such proportion is referred to herein as “Pro Rata”)) that can be
sold without exceeding the Maximum Number of Shares; (ii) second, to the extent that the Maximum Number of Shares has not been
reached under the foregoing clause (i), the shares of Common Stock or other securities that the Company desires to sell that can
be sold without exceeding the Maximum Number of Shares; (iii) third, to the extent that the Maximum Number of Shares has not been
reached under the foregoing clauses (i) and (ii), the shares of Common Stock or other securities registrable pursuant to the terms
of the Unit Purchase Option issued to EarlyBirdCapital, Inc. or its designees in connection with the Company’s initial public
offering (the “Unit Purchase Option” and such registrable securities, the “Option Securities”)
as to which “piggy-back” registration has been requested by the holders thereof, Pro Rata, that can be sold without
exceeding the Maximum Number of Shares; and (iv) fourth, to the extent that the Maximum Number of Shares have not been reached
under the foregoing clauses (i), (ii), and (iii), the shares of Common Stock or other securities for the account of other persons
that the Company is obligated to register pursuant to written contractual arrangements with such persons and that can be sold without
exceeding the Maximum Number of Shares.



 


		2.1.5	Withdrawal. If a majority-in-interest of the Demanding Holders disapprove of the terms of any underwriting or are not
entitled to include all of their Registrable Securities in any offering, such majority-in-interest of the Demanding Holders may
elect to withdraw from such offering by giving written notice to the Company and the Underwriter or Underwriters of their request
to withdraw prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Demand Registration.
If the majority-in-interest of the Demanding Holders withdraws from a proposed offering relating to a Demand Registration, then
such registration shall not count as a Demand Registration provided for in Section 2.1.



 




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		2.2	Piggy-Back Registration.



 


		2.2.1	Piggy-Back Rights. If at any time on or after the date the Company consummates a Business Combination the Company proposes
to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other
obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for
shareholders of the Company for their account (or by the Company and by shareholders of the Company including, without limitation,
pursuant to Section 2.1), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit
plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering
of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall
(x) give written notice of such proposed filing to the holders of Registrable Securities as soon as practicable but in no event
less than ten (10) days before the anticipated filing date, which notice shall describe the amount and type of securities to be
included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters,
if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the
sale of such number of shares of Registrable Securities as such holders may request in writing within five (5) days following receipt
of such notice (a “Piggy-Back Registration”). The Company shall cause such Registrable Securities to
be included in such registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed
underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms
and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities
in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing to distribute
their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting
agreement in customary form with the Underwriter or Underwriters selected for such Piggy-Back Registration.



 


		2.2.2	Reduction of Offering. If the managing Underwriter or Underwriters for a Piggy-Back Registration that is to be an underwritten
offering advises the Company and the holders of Registrable Securities in writing that the dollar amount or number of shares of
Common Stock which the Company desires to sell, taken together with the shares of Common Stock, if any, as to which registration
has been demanded pursuant to written contractual arrangements with persons other than the holders of Registrable Securities hereunder,
the Registrable Securities as to which registration has been requested under this Section 2.2, and the shares of Common Stock,
if any, as to which registration has been requested pursuant to the written contractual piggy-back registration rights of other
shareholders of the Company, exceeds the Maximum Number of Shares, then the Company shall include in any such registration:



 


a)If the registration is undertaken for the Company’s
account: (A) first, the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding
the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing
clause (A), the shares of Common Stock or other securities, if any, comprised of Registrable Securities and Option Securities,
as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights of such
security holders, Pro Rata, that can be sold without exceeding the Maximum Number of Shares; and (C) third, to the extent that
the Maximum Number of shares has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other
securities for the account of other persons that the Company is obligated to register pursuant to written contractual piggy-back
registration rights with such persons and that can be sold without exceeding the Maximum Number of Shares;


 


b)If the registration is a “demand”
registration undertaken at the demand of holders of Option Securities, (A) first, the shares of Common Stock or other securities
for the account of the demanding persons, Pro Rata, that can be sold without exceeding the Maximum Number of Shares; (B) second,
to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the shares of Common Stock
or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (C) third,
to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the shares of Registrable
Securities, Pro Rata, as to which registration has been requested pursuant to the terms hereof, that can be sold without exceeding
the Maximum Number of Shares; and (D) fourth, to the extent that the Maximum Number of Shares has not been reached under the foregoing
clauses (A), (B) and (C), the shares of Common Stock or other securities for the account of other persons that the Company is obligated
to register pursuant to written contractual arrangements with such persons, that can be sold without exceeding the Maximum Number
of Shares; and


 




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c)If the registration is a “demand”
registration undertaken at the demand of persons other than either the holders of Registrable Securities or of Option Securities,
(A) first, the shares of Common Stock or other securities for the account of the demanding persons that can be sold without exceeding
the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing
clause (A), the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding
the Maximum Number of Shares; (C) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing
clauses (A) and (B), collectively the shares of Common Stock or other securities comprised of Registrable Securities and Option
Securities, Pro Rata, as to which registration has been requested pursuant to the terms hereof and of the Unit Purchase Option,
as applicable, that can be sold without exceeding the Maximum Number of Shares; and (D) fourth, to the extent that the Maximum
Number of Shares has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other securities
for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements with such
persons, that can be sold without exceeding the Maximum Number of Shares.


 


		2.2.3	Withdrawal. Any holder of Registrable Securities may elect to withdraw such holder’s request for inclusion of
Registrable Securities in any Piggy-Back Registration by giving written notice to the Company of such request to withdraw prior
to the effectiveness of the Registration Statement. The Company (whether on its own determination or as the result of a withdrawal
by persons making a demand pursuant to written contractual obligations) may withdraw a Registration Statement at any time prior
to the effectiveness of such Registration Statement. Notwithstanding any such withdrawal, the Company shall pay all expenses incurred
by the holders of Registrable Securities in connection with such Piggy-Back Registration as provided in Section 3.3.



 


		2.2.4	Registrations on Form S-3. The holders of Registrable Securities may at any time and from time to time, request in writing
that the Company register the resale of any or all of such Registrable Securities on Form S-3 or any similar short-form registration
which may be available at such time (“Form S-3”); provided, however, that the Company shall not be obligated
to effect such request through an underwritten offering. Upon receipt of such written request, the Company will promptly give written
notice of the proposed registration to all other holders of Registrable Securities, and, as soon as practicable thereafter, effect
the registration of all or such portion of such holder’s or holders’ Registrable Securities as are specified in such
request, together with all or such portion of the Registrable Securities or other securities of the Company, if any, of any other
holder or holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of
such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration
pursuant to this Section 2.3: (i) if Form S-3 is not available for such offering; or (ii) if the holders of the Registrable Securities,
together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable
Securities and such other securities (if any) at any aggregate price to the public of less than $500,000. Registrations effected
pursuant to this Section 2.3 shall not be counted as Demand Registrations effected pursuant to Section 2.1.



 


		3.	REGISTRATION PROCEDURES.



 


		3.1	Filings; Information. Whenever the Company is required to effect the registration of any Registrable Securities pursuant
to Section 2, the Company shall use its best efforts to effect the registration and sale of such Registrable Securities in accordance
with the intended method(s) of distribution thereof as expeditiously as practicable, and in connection with any such request:



 






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		3.1.1	Filing Registration Statement. The Company shall use its best efforts to, as expeditiously as possible after receipt
of a request for a Demand Registration pursuant to Section 2.1, prepare and file with the Commission a Registration Statement on
any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available
for the sale of all Registrable Securities to be registered thereunder in accordance with the intended method(s) of distribution
thereof, and shall use its best efforts to cause such Registration Statement to become effective and use its best efforts to keep
it effective for the period required by Section 3.1.3; provided, however, that the Company shall have the right to defer any Demand
Registration for up to thirty (30) days, and any Piggy-Back Registration for such period as may be applicable to deferment of any
demand registration to which such Piggy-Back Registration relates, in each case if the Company shall furnish to the holders a certificate
signed by the President or Chairman of the Company stating that, in the good faith judgment of the Board of Directors of the Company,
it would be materially detrimental to the Company and its shareholders for such Registration Statement to be effected at such time;
provided further, however, that the Company shall not have the right to exercise the right set forth in the immediately preceding
proviso more than once in any 365-day period in respect of a Demand Registration hereunder.



 


		3.1.2	Copies. The Company shall, prior to filing a Registration Statement or prospectus, or any amendment or supplement thereto,
furnish without charge to the holders of Registrable Securities included in such registration, and such holders’ legal counsel,
copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in
each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such Registration
Statement (including each preliminary prospectus), and such other documents as the holders of Registrable Securities included in
such registration or legal counsel for any such holders may request in order to facilitate the disposition of the Registrable Securities
owned by such holders.



 


		3.1.3	Amendments and Supplements. The Company shall prepare and file with the Commission such amendments, including post-effective
amendments, and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary
to keep such Registration Statement effective and in compliance with the provisions of the Securities Act until all Registrable
Securities and other securities covered by such Registration Statement have been disposed of in accordance with the intended method(s)
of distribution set forth in such Registration Statement or such securities have been withdrawn or until such time as the Registrable
Securities cease to be Registrable Securities as defined by the Agreement.



 


		3.1.4	Notification. After the filing of a Registration Statement, the Company shall promptly, and in no event more than two
(2) business days after such filing, notify the holders of Registrable Securities included in such Registration Statement of such
filing, and shall further notify such holders promptly and confirm such advice in writing in all events within two (2) business
days of the occurrence of any of the following: (i) when such Registration Statement becomes effective; (ii) when any post-effective
amendment to such Registration Statement becomes effective; (iii) the issuance or threatened issuance by the Commission of any
stop order (and the Company shall take all actions required to prevent the entry of such stop order or to remove it if entered);
and (iv) any request by the Commission for any amendment or supplement to such Registration Statement or any prospectus relating
thereto or for additional information or of the occurrence of an event requiring the preparation of a supplement or amendment to
such prospectus so that, as thereafter delivered to the purchasers of the securities covered by such Registration Statement, such
prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein not misleading, and promptly make available to the holders of Registrable Securities
included in such Registration Statement any such supplement or amendment; except that before filing with the Commission a Registration
Statement or prospectus or any amendment or supplement thereto, including documents incorporated by reference, the Company shall
furnish to the holders of Registrable Securities included in such Registration Statement and to the legal counsel for any such
holders, copies of all such documents proposed to be filed sufficiently in advance of filing to provide such holders and legal
counsel with a reasonable opportunity to review such documents and comment thereon, and the Company shall not file any Registration
Statement or prospectus or amendment or supplement thereto, including documents incorporated by reference, to which such holders
or their legal counsel shall object.



 




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		3.1.5	State Securities Laws Compliance. The Company shall use its best efforts to (i) register or qualify the Registrable
Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in
the United States as the holders of Registrable Securities included in such Registration Statement (in light of their intended
plan of distribution) may request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration
Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business
and operations of the Company and do any and all other acts and things that may be necessary or advisable to enable the holders
of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities
in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction
where it would not otherwise be required to qualify but for this paragraph or subject itself to taxation in any such jurisdiction.



 


		3.1.6	Agreements for Disposition. The Company shall enter into customary agreements (including, if applicable, an underwriting
agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition
of such Registrable Securities. The representations, warranties and covenants of the Company in any underwriting agreement which
are made to or for the benefit of any Underwriters, to the extent applicable, shall also be made to and for the benefit of the
holders of Registrable Securities included in such registration statement. No holder of Registrable Securities included in such
registration statement shall be required to make any representations or warranties in the underwriting agreement except, if applicable,
with respect to such holder’s organization, good standing, authority, title to Registrable Securities, lack of conflict of
such sale with such holder’s material agreements and organizational documents, and with respect to written information relating
to such holder that such holder has furnished in writing expressly for inclusion in such Registration Statement.



 


		3.1.7	Cooperation. The principal executive officer of the Company, the principal financial officer of the Company, the principal
accounting officer of the Company and all other officers and members of the management of the Company shall cooperate fully in
any offering of Registrable Securities hereunder, which cooperation shall include, without limitation, the preparation of the Registration
Statement with respect to such offering and all other offering materials and related documents, and participation in meetings with
Underwriters, attorneys, accountants and potential investors.



 


		3.1.8	Records. The Company shall make available for inspection by the holders of Registrable Securities included in such Registration
Statement, any Underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant
or other professional retained by any holder of Registrable Securities included in such Registration Statement or any Underwriter,
all financial and other records, pertinent corporate documents and properties of the Company, as shall be necessary to enable them
to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information
requested by any of them in connection with such Registration Statement.



 


		3.1.9	Opinions and Comfort Letters. The Company shall furnish to each holder of Registrable Securities included in any Registration
Statement a signed counterpart, addressed to such holder, of (i) any opinion of counsel to the Company delivered to any Underwriter
and (ii) any comfort letter from the Company’s independent public accountants delivered to any Underwriter. In the event
no legal opinion is delivered to any Underwriter, the Company shall furnish to each holder of Registrable Securities included in
such Registration Statement, at any time that such holder elects to use a prospectus, an opinion of counsel to the Company to the
effect that the Registration Statement containing such prospectus has been declared effective and that no stop order is in effect.



 




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		3.1.10	Earnings Statement. The Company shall comply with all applicable rules and regulations of the Commission and the Securities
Act, and make available to its shareholders, as soon as practicable, an earnings statement covering a period of twelve (12) months,
which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.



 


		3.1.11	Listing. The Company shall use its best efforts to cause all Registrable Securities included in any registration to
be listed on such exchanges or otherwise designated for trading in the same manner as similar securities issued by the Company
are then listed or designated or, if no such similar securities are then listed or designated, in a manner satisfactory to the
holders of a majority of the Registrable Securities included in such registration.



 


		3.1.12	Road Show. If the registration involves the registration of Registrable Securities involving gross proceeds in excess
of $10,000,000, the Company shall use its reasonable efforts to make available senior executives of the Company to participate
in customary “road show” presentations that may be reasonably requested by the Underwriter in any underwritten offering.



 


		3.2	Obligation to Suspend Distribution. Upon receipt of any notice from the Company of the happening of any event of the
kind described in Section 3.1.4(iv), or, in the case of a resale registration on Form S-3 pursuant to Section 2.3 hereof, upon
any suspension by the Company, pursuant to a written insider trading compliance program adopted by the Company’s Board of
Directors, of the ability of all “insiders” covered by such program to transact in the Company’s securities because
of the existence of material non-public information, each holder of Registrable Securities included in any registration shall immediately
discontinue disposition of such Registrable Securities pursuant to the Registration Statement covering such Registrable Securities
until such holder receives the supplemented or amended prospectus contemplated by Section 3.1.4(iv) or the restriction on the ability
of “insiders” to transact in the Company’s securities is removed, as applicable, and, if so directed by the Company,
each such holder will deliver to the Company all copies, other than permanent file copies then in such holder’s possession,
of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice.



 


		3.3	Registration Expenses. The Company shall bear all costs and expenses incurred in connection with any Demand Registration
pursuant to Section 2.1, any Piggy-Back Registration pursuant to Section 2.2, and any registration on Form S-3 effected pursuant
to Section 2.3, and all expenses incurred in performing or complying with its other obligations under this Agreement, whether or
not the Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees; (ii) fees
and expenses of compliance with securities or “blue sky” laws (including fees and disbursements of counsel in connection
with blue sky qualifications of the Registrable Securities); (iii) printing expenses; (iv) the Company’s internal expenses
(including, without limitation, all salaries and expenses of its officers and employees); (v) the fees and expenses incurred in
connection with the listing of the Registrable Securities as required by Section 3.1.11; (vi) Financial Industry Regulatory Authority
fees; (vii) fees and disbursements of counsel for the Company and fees and expenses for independent certified public accountants
retained by the Company (including the expenses or costs associated with the delivery of any opinions or comfort letters requested
pursuant to Section 3.1.9); (viii) the fees and expenses of any special experts retained by the Company in connection with such
registration and (ix) the fees and expenses of one legal counsel selected by the holders of a majority-in-interest of the Registrable
Securities included in such registration. The Company shall have no obligation to pay any underwriting discounts or selling commissions
attributable to the Registrable Securities being sold by the holders thereof, which underwriting discounts or selling commissions
shall be borne by such holders. Additionally, in an underwritten offering, all selling shareholders and the Company shall bear
the expenses of the Underwriter pro rata in proportion to the respective amount of shares each is selling in such offering.



 


		3.4	Information. The holders of Registrable Securities shall provide such information as may reasonably be requested by
the Company, or the managing Underwriter, if any, in connection with the preparation of any Registration Statement, including amendments
and supplements thereto, in order to effect the registration of any Registrable Securities under the Securities Act pursuant to
Section 2 and in connection with the Company’s obligation to comply with Federal and applicable state securities laws.



 




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		4.	INDEMNIFICATION AND CONTRIBUTION.



 


		4.1	Indemnification by the Company. The Company agrees to indemnify and hold harmless each Investor and each other holder
of Registrable Securities, and each of their respective officers, employees, affiliates, directors, partners, members, attorneys
and agents, and each person, if any, who controls an Investor and each other holder of Registrable Securities (within the meaning
of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an “Investor Indemnified Party”),
from and against any expenses, losses, judgments, claims, damages or liabilities, whether joint or several, arising out of or based
upon any untrue statement (or allegedly untrue statement) of a material fact contained in any Registration Statement under which
the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or
summary prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement, or arising
out of or based upon any omission (or alleged omission) to state a material fact required to be stated therein or necessary to
make the statements therein not misleading, or any violation by the Company of the Securities Act or any rule or regulation promulgated
thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration;
and the Company shall promptly reimburse the Investor Indemnified Party for any legal and any other expenses reasonably incurred
by such Investor Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage,
liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such expense,
loss, claim, damage or liability arises out of or is based upon any untrue statement or allegedly untrue statement or omission
or alleged omission made in such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any
such amendment or supplement, in reliance upon and in conformity with information furnished to the Company, in writing, by such
selling holder expressly for use therein. The Company also shall indemnify any Underwriter of the Registrable Securities, their
officers, affiliates, directors, partners, members and agents and each person who controls such Underwriter on substantially the
same basis as that of the indemnification provided above in this Section 4.1.



 


		4.2	Indemnification by Holders of Registrable Securities. Each selling holder of Registrable Securities will, in the event
that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held
by such selling holder, indemnify and hold harmless the Company, each of its directors and officers and each Underwriter (if any),
and each other selling holder and each other person, if any, who controls another selling holder or such Underwriter within the
meaning of the Securities Act, against any losses, claims, judgments, damages or liabilities, whether joint or several, insofar
as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue
statement or allegedly untrue statement of a material fact contained in any Registration Statement under which the sale of such
Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus
contained in the Registration Statement, or any amendment or supplement to the Registration Statement, or arise out of or are based
upon any omission or the alleged omission to state a material fact required to be stated therein or necessary to make the statement
therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in
writing to the Company by such selling holder expressly for use therein, and shall reimburse the Company, its directors and officers,
and each other selling holder or controlling person for any legal or other expenses reasonably incurred by any of them in connection
with investigation or defending any such loss, claim, damage, liability or action. Each selling holder’s indemnification
obligations hereunder shall be several and not joint and shall be limited to the amount of any net proceeds actually received by
such selling holder.



 




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		4.3	Conduct of Indemnification Proceedings. Promptly after receipt by any person of any notice of any loss, claim, damage
or liability or any action in respect of which indemnity may be sought pursuant to Section 4.1 or 4.2, such person (the “Indemnified
Party”) shall, if a claim in respect thereof is to be made against any other person for indemnification hereunder, notify
such other person (the “Indemnifying Party”) in writing of the loss, claim, judgment, damage, liability
or action; provided, however, that the failure by the Indemnified Party to notify the Indemnifying Party shall not relieve the
Indemnifying Party from any liability which the Indemnifying Party may have to such Indemnified Party hereunder, except and solely
to the extent the Indemnifying Party is actually prejudiced by such failure. If the Indemnified Party is seeking indemnification
with respect to any claim or action brought against the Indemnified Party, then the Indemnifying Party shall be entitled to participate
in such claim or action, and, to the extent that it wishes, jointly with all other Indemnifying Parties, to assume control of the
defense thereof with counsel satisfactory to the Indemnified Party. After notice from the Indemnifying Party to the Indemnified
Party of its election to assume control of the defense of such claim or action, the Indemnifying Party shall not be liable to the
Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense
thereof other than reasonable costs of investigation; provided, however, that in any action in which both the Indemnified Party
and the Indemnifying Party are named as defendants, the Indemnified Party shall have the right to employ separate counsel (but
no more than one such separate counsel) to represent the Indemnified Party and its controlling persons who may be subject to liability
arising out of any claim in respect of which indemnity may be sought by the Indemnified Party against the Indemnifying Party, with
the fees and expenses of such counsel to be paid by such Indemnifying Party if, based upon the written opinion of counsel of such
Indemnified Party, representation of both parties by the same counsel would be inappropriate due to actual or potential differing
interests between them. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, consent to entry
of judgment or effect any settlement of any claim or pending or threatened proceeding in respect of which the Indemnified Party
is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such judgment or
settlement includes an unconditional release of such Indemnified Party from all liability arising out of such claim or proceeding.



 


		4.4	Contribution.



 


		4.4.1	If the indemnification provided for in the foregoing Sections 4.1, 4.2 and 4.3 is unavailable to any Indemnified Party in respect
of any loss, claim, damage, liability or action referred to herein, then each such Indemnifying Party, in lieu of indemnifying
such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim,
damage, liability or action in such proportion as is appropriate to reflect the relative fault of the Indemnified Parties and the
Indemnifying Parties in connection with the actions or omissions which resulted in such loss, claim, damage, liability or action,
as well as any other relevant equitable considerations. The relative fault of any Indemnified Party and any Indemnifying Party
shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information supplied by such Indemnified Party or such Indemnifying
Party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement
or omission.



 


		4.4.2	The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.4 were determined
by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred
to in the immediately preceding Section 4.4.1.



 


		4.4.3	The amount paid or payable by an Indemnified Party as a result of any loss, claim, damage, liability or action referred to
in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other
expenses incurred by such Indemnified Party in connection with investigating or defending any such action or claim. Notwithstanding
the provisions of this Section 4.4, no holder of Registrable Securities shall be required to contribute any amount in excess of
the dollar amount of the net proceeds (after payment of any underwriting fees, discounts, commissions or taxes) actually received
by such holder from the sale of Registrable Securities which gave rise to such contribution obligation. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation.



 


		5.	UNDERWRITING AND DISTRIBUTION.



 




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		5.1	Rule 144. The Company covenants that it shall file any reports required to be filed by it under the Securities Act and
the Exchange Act and shall take such further action as the holders of Registrable Securities may reasonably request, all to the
extent required from time to time to enable such holders to sell Registrable Securities without registration under the Securities
Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rules may be amended from time
to time, or any similar rule or regulation hereafter adopted by the Commission.



 


		6.	MISCELLANEOUS.



 


		6.1	Other Registration Rights. The Company represents and warrants that no person, other than the holders of the Registrable
Securities and Option Securities, has any right to require the Company to register any shares of the Company’s capital stock
for sale or to include shares of the Company’s capital stock in any registration filed by the Company for the sale of shares
of capital stock for its own account or for the account of any other person.



 


		6.2	Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of the Company hereunder
may not be assigned or delegated by the Company in whole or in part. This Agreement and the rights, duties and obligations of the
holders of Registrable Securities hereunder may be freely assigned or delegated by such holder of Registrable Securities in conjunction
with and to the extent of any transfer of Registrable Securities by any such holder. This Agreement and the provisions hereof shall
be binding upon and shall inure to the benefit of each of the parties, to the permitted assigns of the Investors or holder of Registrable
Securities or of any assignee of the Investors or holder of Registrable Securities. This Agreement is not intended to confer any
rights or benefits on any persons that are not party hereto other than as expressly set forth in Article 4 and this Section 6.2.



 


		6.3	Notices. All notices, demands, requests, consents, approvals or other communications (collectively, “Notices”)
required or permitted to be given hereunder or which are given with respect to this Agreement shall be in writing and shall be
personally served, delivered by reputable air courier service with charges prepaid, or transmitted by hand delivery, telegram,
telex or facsimile, addressed as set forth below, or to such other address as such party shall have specified most recently by
written notice. Notice shall be deemed given on the date of service or transmission if personally served or transmitted by telegram,
telex or facsimile; provided, that if such service or transmission is not on a business day or is after normal business hours,
then such notice shall be deemed given on the next business day. Notice otherwise sent as provided herein shall be deemed given
on the next business day following timely delivery of such notice to a reputable air courier service with an order for next-day
delivery.



 


To the Company:


 


1347 Capital Corp.


150 Pierce Road, 6th Floor


Itasca, IL 60143


Attn: Hassan R. Baqar, Chief Financial Officer
and Secretary


 


with a copy to:


 


McDermott Will & Emery LLP


340 Madison Avenue


New York, NY 10173


Attn: Joel L. Rubinstein, Esq.


 


To an Investor, to the address set forth
below such Investor’s name on Exhibit A hereto.


 


		6.4	Severability. This 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 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 Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible that is valid and
enforceable.



 




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		6.5	Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and
all of which taken together shall constitute one and the same instrument.



 


		6.6	Entire Agreement. This Agreement (including all agreements entered into pursuant hereto and all certificates and instruments
delivered pursuant hereto and thereto) constitute the entire agreement of the parties with respect to the subject matter hereof
and supersede all prior and contemporaneous agreements, representations, understandings, negotiations and discussions between the
parties, whether oral or written.



 


		6.7	Modifications and Amendments. No amendment, modification or termination of this Agreement shall be binding upon any
party unless executed in writing by such party.



 


		6.8	Titles and Headings. Titles and headings of sections of this Agreement are for convenience only and shall not affect
the construction of any provision of this Agreement.



 


		6.9	Waivers and Extensions. Any party to this Agreement may waive any right, breach or default which such party has the
right to waive, provided that such waiver will not be effective against the waiving party unless it is in writing, is signed by
such party, and specifically refers to this Agreement. Waivers may be made in advance or after the right waived has arisen or the
breach or default waived has occurred. Any waiver may be conditional. No waiver of any breach of any agreement or provision herein
contained shall be deemed a waiver of any preceding or succeeding breach thereof nor of any other agreement or provision herein
contained. No waiver or extension of time for performance of any obligations or acts shall be deemed a waiver or extension of the
time for performance of any other obligations or acts.



 


		6.10	Remedies Cumulative. In the event that the Company fails to observe or perform any covenant or agreement to be observed
or performed under this Agreement, the Investor or any other holder of Registrable Securities may proceed to protect and enforce
its rights by suit in equity or action at law, whether for specific performance of any term contained in this Agreement or for
an injunction against the breach of any such term or in aid of the exercise of any power granted in this Agreement or to enforce
any other legal or equitable right, or to take any one or more of such actions, without being required to post a bond. None of
the rights, powers or remedies conferred under this Agreement shall be mutually exclusive, and each such right, power or remedy
shall be cumulative and in addition to any other right, power or remedy, whether conferred by this Agreement or now or hereafter
available at law, in equity, by statute or otherwise.



 


		6.11	Governing Law. This Agreement shall be governed by, interpreted under, and construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed within the State of New York, without giving effect
to any choice-of-law provisions thereof that would compel the application of the substantive laws of any other jurisdiction.



 


		6.12	Waiver of Trial by Jury. Each party hereby irrevocably and unconditionally waives the right to a trial by jury in any
action, suit, counterclaim or other proceeding (whether based on contract, tort or otherwise) arising out of, connected with or
relating to this Agreement, the transactions contemplated hereby, or the actions of the Investor in the negotiation, administration,
performance or enforcement hereof.



 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 


 




    	13



    	 



    

 





IN WITNESS WHEREOF, the parties have caused
this Registration Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first written
above.


 


	 	COMPANY:
	 	 
	 	1347 CAPITAL CORP.
	 	 	 
	 	By:	 
	 	 	Name: Gordon G. Pratt
	 	 	Title: President, Chief Executive Officer and Director


  


	 	INVESTORS:
	 	 
	 	1347 Investors LLC
	 	[__________]
	 	[__________]
	 	[__________]
	 	[__________]


 


	 	EARLYBIRDCAPITAL, INC.
	 	 	 
	 	By: 	 
	 	 	Name: [__________]
	 	 	Title: [__________]


 






    	 



    	 



    

 


EXHIBIT A


 


	Name	 	Address
	1347 Investors LLC	 	
        150 Pierce Road, 6th Floor

        Itasca, IL 60143

	[__________]	 	
        [__________]

        [__________]

	[__________]	 	
        [__________]

        [__________]

	[__________]	 	
        [__________]

        [__________]

	[__________]	 	
        [__________]

        [__________]

	EarlyBirdCapital, Inc.	 	
        275 Madison Avenue, 27th Floor

        New York, New York 10016

        Attn: Mike Powell, Managing Director