Exhibit 4.6


 


UNIT PURCHASE OPTION


 


THE REGISTERED HOLDER OF THIS PURCHASE OPTION, BY ITS ACCEPTANCE
HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN PROVIDED, AND THE REGISTERED HOLDER
OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE OPTION FOR A PERIOD
OF ONE YEAR FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) EARLYBIRDCAPITAL, INC. (“EBC”)
OR AN UNDERWRITER OR SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF EBC OR OF ANY SUCH
UNDERWRITER OR SELECTED DEALER, EXCEPT IN ACCORDANCE WITH FINRA RULE 5110(G)(2).


 


THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF
THE CONSUMMATION BY 1347 CAPITAL CORP. (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 (A “BUSINESS COMBINATION”) (AS DESCRIBED MORE
FULLY IN THE COMPANY’S REGISTRATION STATEMENT (DEFINED HEREIN)) AND [__________], 2015. VOID AFTER 5:00 P.M. NEW YORK CITY
LOCAL TIME, ON [__________], 2019.


 


UNIT PURCHASE OPTION


FOR THE PURCHASE OF


300,000 UNITS


OF


1347 CAPITAL CORP.


 


		1.	Purchase Option.



 


THIS CERTIFIES THAT, in consideration of $100 duly paid by or
on behalf of [_____________] (the “Holder”), as registered owner of this Purchase Option, to 1347 Capital
Corp. (the “Company”), the Holder is entitled, at any time or from time to time upon the later of the
consummation of a Business Combination or [__________], 2015 (the “Commencement Date”), and at or before
5:00 p.m., New York City local time, on the five-year anniversary of the effective date (the “Effective Date”)
of the Company’s registration statement on Form S-1 (File No. 333-195695) (the “Registration Statement”)
pursuant to which Units are offered for sale to the public (the “Offering”), but not thereafter (the
“Expiration Date”), to subscribe for, purchase and receive, in whole or in part, up to three hundred
thousand (300,000) units (“Units”) of the Company, each Unit consisting of one share of Common Stock
of the Company, par value $0.0001 per share (“Common Stock”), one right (a “Right”)
entitling the holder to automatically receive one-tenth (1/10) of a share of Common Stock upon consummation of a Business Combination,
and one warrant (a “Warrant”) entitling the holder thereof to purchase one-half of one share of Common
Stock at a price of $11.50 per full share, as more fully described in the Registration Statement. If the Expiration Date is a day
on which banking institutions are authorized by law to close, then this Purchase Option may be exercised on the next succeeding
day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees
not to take any action that would terminate the Purchase Option. This Purchase Option is initially exercisable at one hundred percent
(100%) of the initial public offering price per Unit so purchased; provided, however, that, upon the occurrence of any of the events
specified in Section 6 hereof, the rights granted by this Purchase Option, including the exercise price per Unit and the number
of Units (and Common Stock, Rights and Warrants) to be received upon such exercise, shall be adjusted as therein specified. The
term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context.


 


		2.	Exercise.



 


		2.1.	Exercise Form. In order to exercise this Purchase Option, the exercise form, in substantially the form attached hereto
as Exhibit A (the “Exercise Form”) must be duly executed and completed and delivered to the Company,
together with this Purchase Option and payment of the Exercise Price for the Units being purchased payable in cash or by certified
check or official bank check. If the subscription rights represented hereby shall not be exercised at or before 5:00 p.m., New
York City local time, on the Expiration Date, this Purchase Option shall become and be void without further force or effect, and
all rights represented hereby shall cease and expire.



 




    	 



    	 



    

 


		2.2.	Legend. Each certificate for the securities purchased under this Purchase Option shall bear a legend as follows, unless
such securities have been registered under the Securities Act of 1933, as amended (the “Act”):



 


“The securities represented by this certificate
have not been registered under the Securities Act of 1933, as amended (“Act”) or applicable state law. The securities
may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Act,
or pursuant to an exemption from registration under the Act and applicable state law.”


 


		2.3.	Cashless Exercise.



 


		2.3.1.	Determination of Amount. In lieu of the payment of the Exercise Price multiplied by the number of Units for which this
Purchase Option is exercisable (and in lieu of being entitled to receive Common Stock, Rights and Warrants) in the manner required
by Section 2.1, the Holder shall have the right (but not the obligation) to convert any exercisable but unexercised portion of
this Purchase Option into Units (“Cashless Exercise Right”) as follows: upon exercise of the Cashless
Exercise Right, the Company shall deliver to the Holder (without payment by the Holder of any of the Exercise Price in cash) that
number of Units (or that number of shares of Common Stock, Rights and Warrants comprising that number of Units) equal to the quotient
obtained by dividing (x) the “Value” (as defined below) of the portion of the Purchase Option being converted by (y)
the Current Market Value (as defined below). The “Value” of the portion of the Purchase Option being converted shall
equal the remainder derived from subtracting (a) (i) the Exercise Price multiplied by (ii) the number of Units underlying the portion
of this Purchase Option being converted from (b) the Current Market Value of a Unit multiplied by the number of Units underlying
the portion of the Purchase Option being converted. As used herein, the term “Current Market Value” per Unit at any
date means: (A) in the event that neither the Units, Rights nor Warrants are still trading, (i) the Current Market Price of the
Common Stock multiplied by (ii) the number of shares of Common Stock underlying one Unit, which shall include (x) the one-tenth
(1/10) of a share of Common Stock the holder of a Unit will automatically receive in connection with the Right included in each
such Unit and (y) the one-half (1/2) of a share of Common Stock underlying the Warrant included in each such Unit; (B) in the event
that the Units, Common Stock, Rights and Warrants are still trading, (i) if the Units are listed on a national securities exchange,
the average reported last sale price of the Units in the principal trading market for the Units as reported by the exchange for
the five trading days preceding the date in question; or (ii) if the Units are not listed on a national securities exchange, but
are quoted on the residual over-the-counter market, the average reported last sale price for Units on the five trading days preceding
the date in question for which such quotations are reported by the OTC Markets or similar publisher of such quotations; and (C)
in the event that the Units are not still trading but the Common Stock, Rights and Warrants are still trading, the Current Market
Price of the Common Stock plus (i) the product of (x) the Current Market Price of the Rights and (y) the number of shares of Common
Stock in the Rights that will automatically convert to Common Stock included in one Unit and (ii) the product of (x) the Current
Market Price of the Warrants and (y) the number of shares of Common Stock in the Warrants that will be exercisable for Common Stock
included in one Unit. The “Current Market Price” shall mean (i) if the Common Stock, Rights or Warrants (as the case
may be) is/are listed on a national securities exchange, the average reported last sale price of the Common Stock, Rights or Warrants
(as the case may be) in the principal trading market for the Common Stock, Rights or Warrants (as the case may be) as reported
by the exchange on the five trading days preceding the date in question; (ii) if the Common Stock, Rights or Warrants (as the case
may be) is/are not listed on a national securities exchange, but is/are traded in the residual over-the-counter market, the average
reported last sale price for the Common Stock, Rights or Warrants (as the case may be) on the five trading days preceding the date
in question for which such quotations are reported by the OTC Markets or similar publisher of such quotations; and (iii) if the
fair market value of the Common Stock cannot be determined pursuant to clause (i) or (ii) above, such price as the Board of Directors
of the Company shall determine, in good faith.



 




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		2.3.2.	Mechanics of Cashless Exercise. The Cashless Exercise Right may be exercised by the Holder on any business day on or
after the Commencement Date and not later than the Expiration Date by delivering the Purchase Option with the duly executed Exercise
Form with the cashless exercise section completed to the Company, exercising the Cashless Exercise Right and specifying the total
number of Units the Holder will purchase pursuant to such Cashless Exercise Right.



 


		2.4.	No Obligation to Net Cash Settle. Notwithstanding anything to the contrary contained in this Purchase Option, in no
event will the Company be required to net cash settle the exercise of the Purchase Option or the Rights or Warrants underlying
the Purchase Option. The holder of the Purchase Option will not be entitled to exercise the Purchase Option unless it exercises
such Purchase Option pursuant to the Cashless Exercise Right or a registration statement is effective, or an exemption from the
registration requirements is available at such time and, if the holder is not able to exercise the Purchase Option, the Purchase
Option will expire worthless.



 


		3.	Transfer.



 


		3.1.	General Restrictions. The registered Holder of this Purchase Option, by its acceptance hereof, agrees that it will not
sell, transfer, assign, pledge or hypothecate this Purchase Option (or the Common Stock, Rights and Warrants underlying this Purchase
Option) for a period of one year (including a period of 180 days pursuant to Rule 5110(g)(1) of the Conduct Rules of the Financial
Industry Regulatory Authority (“FINRA”) following the Effective Date to anyone other than (i) EBC or
an underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of EBC or of any such
underwriter or selected dealer. On and after the first anniversary of the Effective Date, transfers to others may be made subject
to compliance with or exemptions from applicable securities laws. In order to make any permitted assignment, the Holder must deliver
to the Company the assignment form in substantially the form attached hereto as Exhibit B (the “Assignment Form”),
duly executed and completed, together with the Purchase Option and payment of all transfer taxes, if any, payable in connection
therewith. The Company shall within five business days transfer this Purchase Option on the books of the Company and shall execute
and deliver a new Purchase Option or Purchase Options of like tenor to the appropriate assignee(s) expressly evidencing the right
to purchase the aggregate number of Units purchasable hereunder or such portion of such number as shall be contemplated by any
such assignment.



 


		3.2.	Restrictions Imposed by the Act. The securities evidenced by this Purchase Option shall not be transferred unless and
until (i) the Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an
exemption from registration under the Act and applicable state securities laws, the availability of which is established to the
reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Graubard Miller shall be deemed satisfactory
evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration
Statement relating to such securities has been filed by the Company and declared effective by the Securities and Exchange Commission
(the “Commission”) and compliance with applicable state securities law has been established.



 


		4.	New Purchase Options to be Issued.



 


		4.1.	Partial Exercise or Transfer. Subject to the restrictions in Section 3 hereof, this Purchase Option may be exercised
or assigned in whole or in part. In the event of the exercise or assignment hereof in part only, upon surrender of this Purchase
Option for cancellation, together with the duly executed Exercise Form or Assignment Form and funds sufficient to pay any Exercise
Price and/or transfer tax, the Company shall cause to be delivered to the Holder without charge a new Purchase Option of like tenor
to this Purchase Option in the name of the Holder evidencing the right of the Holder to purchase the number of Units purchasable
hereunder as to which this Purchase Option has not been exercised or assigned.



 


		4.2.	Lost Certificate. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation
of this Purchase Option and of reasonably satisfactory indemnification or the posting of a bond, the Company shall execute and
deliver a new Purchase Option of like tenor and date. Any such new Purchase Option executed and delivered as a result of such loss,
theft, mutilation or destruction shall constitute a substitute contractual obligation on the part of the Company.



 




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		5.	Registration Rights.



 


		5.1.	Demand Registration.



 


		5.1.1.	Grant of Right. The Company, upon written demand (“Initial Demand Notice”) of the Holder(s)
of at least 51% of the Purchase Options and/or the underlying Units and/or the underlying securities (“Majority Holders”),
agrees to use its best efforts to register (the “Demand Registration”) under the Act on one occasion,
all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities
underlying such Purchase Options, including the Units, Common Stock, the Rights, the Warrants and the Common Stock included in
the Rights and Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will
use its best efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the
Registrable Securities within sixty days after receipt of the Initial Demand Notice and use its best efforts to have such registration
statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made
at any time during a period of five years beginning on the Effective Date. The Initial Demand Notice 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 the Purchase Options and/or Registrable Securities of the demand within ten days from the date of the receipt of
any such Initial Demand Notice. 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 5.1.4. The Company shall not be obligated to effect more than one (1) Demand
Registrations under this Section 5.1 in respect of all Registrable Securities.



 


		5.1.2.	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.



 


		5.1.3.	Underwritten Offering. If the Majority Holders so elect and such holders so advise the Company as part of the Initial
Demand Notice, 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 securities through such underwriting
shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting
by the Majority Holders.



 


		5.1.4.	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 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 Common Stock or other securities registrable pursuant to the terms of the Registration
Rights Agreement between the Company and the initial investors in the Company, dated as of [__________], 2014 (the “Registration
Rights Agreement” and such registrable securities, the “Investor 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 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.



 




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		5.1.5.	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
the Company does not have to continue its obligations under this Section 5.1 with respect to such proposed offering.



 


		5.1.6.	Terms. The Company shall bear all fees and expenses attendant to registering the Registrable Securities, including the
expenses of any legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities,
but the Holders shall pay any and all underwriting commissions. The Company agrees to use its reasonable best efforts to qualify
or register the Registrable Securities in such states as are reasonably requested by the Majority Holder(s); provided, however,
that in no event shall the Company be required to register the Registrable Securities in a state in which such registration would
cause (i) the Company to be obligated to qualify to do business in such state, or would subject the Company to taxation as a foreign
corporation doing business in such jurisdiction or (ii) the principal stockholders of the Company to be obligated to escrow their
shares of capital stock of the Company. The Company shall use its best efforts to cause any registration statement or post-effective
amendment filed pursuant to the demand rights granted under Section 5.1.1 to remain effective for a period of nine consecutive
months from the effective date of such registration statement or post-effective amendment.



 


		5.2.	Piggy-Back Registration.



 


		5.2.1.	Piggy-Back Rights. If at any time during the seven-year period commencing on the Effective Date the Company proposes
to file a registration statement under the 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 stockholders
of the Company for their account (or by the Company and by stockholders of the Company including, without limitation, pursuant
to Section 5.1), 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 stockholders, (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.



 




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		5.2.2.	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 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 5.2, 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
stockholders 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 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 Common Stock or other securities, if any, comprised of Registrable Securities and Investor 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 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 Investor Securities, (A) first, the 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 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 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


 


(c) If the registration is a “demand” registration
undertaken at the demand of persons other than either the holders of Registrable Securities or of Investor Securities, (A) first,
the 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
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 Common Stock or other securities comprised of Registrable Securities and Investor Securities, Pro Rata, as to which registration
has been requested pursuant to the terms hereof and of the Registration Rights Agreement, 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 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.


 




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		5.2.3.	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 the 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 5.2.4.



 


		5.2.4.	Terms. The Company shall bear all fees and expenses attendant to registering the Registrable Securities, including the
expenses of any legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities,
but the Holders shall pay any and all underwriting commissions related to the Registrable Securities. In the event of such a proposed
registration, the Company shall furnish the then Holders of outstanding Registrable Securities with not less than fifteen days
written notice prior to the proposed date of filing of such registration statement. Such notice to the Holders shall continue to
be given for each applicable registration statement filed (during the period in which the Purchase Option is exercisable) by the
Company until such time as all of the Registrable Securities have been registered and sold. The Holders of the Registrable Securities
shall exercise the “piggy-back” rights provided for herein by giving written notice, within ten days of the receipt
of the Company’s notice of its intention to file a registration statement. The Company shall use its best efforts to cause
any registration statement filed pursuant to the above “piggyback” rights to remain effective for at least nine months
from the date that the Holders of the Registrable Securities are first given the opportunity to sell all of such securities.



 


		5.3.	General Terms.



 


		5.3.1.	Indemnification. The Company shall indemnify the Holder(s) of the Registrable Securities to be sold pursuant to any
registration statement hereunder and each person, if any, who controls such Holders within the meaning of Section 15 of the Act
or Section 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), against all
loss, claim, damage, expense or liability (including all reasonable attorneys’ fees and other expenses reasonably incurred
in investigating, preparing or defending against litigation, commenced or threatened, or any claim whatsoever whether arising out
of any action between the underwriter and the Company or between the underwriter and any third party or otherwise) to which any
of them may become subject under the Act, the Exchange Act or otherwise, arising from such registration statement but only to the
same extent and with the same effect as the provisions pursuant to which the Company has agreed to indemnify the underwriters contained
in Section 5 of the Underwriting Agreement between the Company, EBC and the other underwriters named therein dated the Effective
Date. The Holder(s) of the Registrable Securities to be sold pursuant to such registration statement, and their successors and
assigns, shall severally, and not jointly, indemnify the Company, its officers and directors and each person, if any, who controls
the Company within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage,
expense or liability (including all reasonable attorneys’ fees and other expenses reasonably incurred in investigating, preparing
or defending against any claim whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise, arising
from information furnished by or on behalf of such Holders, or their successors or assigns, in writing, for specific inclusion
in such registration statement to the same extent and with the same effect as the provisions contained in Section 5 of the Underwriting
Agreement pursuant to which the underwriters have agreed to indemnify the Company.



 




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		5.3.2.	Exercise of Purchase Options. Nothing contained in this Purchase Option shall be construed as requiring the Holder(s)
to exercise their Purchase Options prior to or after the initial filing of any registration statement or the effectiveness thereof.



 


		5.3.3.	Documents Delivered to Holders. The Company shall furnish EBC, as representative of the Holders participating in any
of the foregoing offerings, a signed counterpart, addressed to the participating Holders, of (i) an opinion of counsel to the Company,
dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, an
opinion dated the date of the closing under any underwriting agreement related thereto), and (ii) a “cold comfort”
letter, dated the effective date of such registration statement (and, if such registration includes an underwritten public offering,
a letter dated the date of the closing under the underwriting agreement), signed by the independent public accountants who have
issued a report on the Company’s financial statements included in such registration statement, in each case covering substantially
the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants’
letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer’s
counsel and in accountants’ letters delivered to underwriters in underwritten public offerings of securities. The Company
shall also deliver promptly to EBC, as representative of the Holders participating in the offering, the correspondence and memoranda
described below and copies of all correspondence between the Commission and the Company, its counsel or auditors and all memoranda
relating to discussions with the Commission or its staff with respect to the registration statement and permit EBC, as representative
of the Holders, to do such investigation, upon reasonable advance notice, with respect to information contained in or omitted from
the registration statement as it deems reasonably necessary to comply with applicable securities laws or rules of FINRA. Such investigation
shall include access to books, records and properties and opportunities to discuss the business of the Company with its officers
and independent auditors, all to such reasonable extent and at such reasonable times and as often as EBC, as representative of
the Holders, shall reasonably request. The Company shall not be required to disclose any confidential information or other records
to EBC, as representative of the Holders, or to any other person, until and unless such persons shall have entered into reasonable
confidentiality agreements (in form and substance reasonably satisfactory to the Company), with the Company with respect thereto.



 


		5.3.4.	Underwriting Agreement. The Company shall enter into an underwriting agreement with the managing underwriter(s), if
any, selected by any Holders whose Registrable Securities are being registered pursuant to this Section 5, which managing underwriter
shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in form and substance to the Company,
each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and
such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be
parties to any underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option,
require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters
shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties
to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution.
Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders
as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate
custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating
to any offering in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such
information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities
as shall be reasonably required to effect the registration of the Registrable Securities.



 




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		5.3.5.	Rule 144 Sale. Notwithstanding anything contained in this Section 5 to the contrary, the Company shall have no obligation
pursuant to Sections 5.1 or 5.2 to use its best efforts to obtain the registration of Registrable Securities held by any Holder
(i) where such Holder would then be entitled to sell under Rule 144 within any three-month period (or such other period prescribed
under Rule 144 as may be provided by amendment thereof) all of the Registrable Securities then held by such Holder, and (ii) where
the number of Registrable Securities held by such Holder is within the volume limitations under paragraph (e) of Rule 144 (calculated
as if such Holder were an affiliate within the meaning of Rule 144).



 


		5.3.6.	Supplemental Prospectus. Each Holder agrees, that upon receipt of any notice from the Company of the happening of any
event as a result of which the prospectus included in the registration statement, as then in effect, includes an untrue statement
of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein
not misleading in light of the circumstances then existing, such Holder will immediately discontinue disposition of Registrable
Securities pursuant to the registration statement covering such Registrable Securities until such Holder’s receipt of the
copies of a supplemental or amended prospectus, and, if so desired by the Company, such Holder shall deliver to the Company (at
the expense of the Company) or destroy (and deliver to the Company a certificate of such destruction) all copies, other than permanent
file copies then in such Holder’s possession, of the prospectus covering such Registrable Securities current at the time
of receipt of such notice.



 


		6.	Adjustments.



 


		6.1.	Adjustments to Exercise Price and Number of Securities. The Exercise Price and the number of Units underlying the Purchase
Option shall be subject to adjustment from time to time as hereinafter set forth:



 


		6.1.1.	Stock Dividends - Split-Ups. If after the date hereof, and subject to the provisions of Section 6.3 below, the number
of shares of outstanding Common Stock is increased by a stock dividend payable in Common Stock or by a split-up of Common Stock
or other similar event, then, on the effective date thereof, the number of shares of Common Stock underlying each of the Units
purchasable hereunder shall be increased in proportion to such increase in outstanding shares. In such case, the number of shares
of Common Stock included in the Right and the Warrant included in each of the Units purchasable hereunder shall be adjusted in
accordance with the terms of the Rights and the Warrants.



 


		6.1.2.	Aggregation of Shares. If, after the date hereof, and subject to the provisions of Section 6.3, the number of shares
of outstanding Common Stock is decreased by a consolidation, combination or reclassification of Common Stock or other similar event,
then, on the effective date thereof, the number of shares of Common Stock underlying each of the Units purchasable hereunder shall
be decreased in proportion to such decrease in outstanding shares. In such case, the number of shares of Common Stock included
in the Right and the Warrant included in each of the Units purchasable hereunder shall be adjusted in accordance with the terms
of the Rights and the Warrants.



 


		6.1.3.	Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding
Common Stock other than a change covered by Section 6.1.1 or 6.1.2 hereof or that solely affects the par value of such 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 property of the Company as an entirety
or substantially as an entirety in connection with which the Company is dissolved, the Holder of this Purchase Option shall have
the right thereafter (until the expiration of the right of exercise of this Purchase Option) to receive upon the exercise hereof,
for the same aggregate Exercise Price payable hereunder immediately prior to such event, 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, by a Holder of the number of shares of Common Stock (including the
shares of Common Stock included in the Rights and the Warrants) of the Company obtainable upon exercise of this Purchase Option
immediately prior to such event; and if any reclassification also results in a change in Common Stock covered by Section 6.1.1
or 6.1.2, then such adjustment shall be made pursuant to Sections 6.1.1, 6.1.2 and this Section 6.1.3. The provisions of this Section
6.1.3 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.



 




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		6.1.4.	Changes in Form of Purchase Option. This form of Purchase Option need not be changed because of any change pursuant
to this Section, and Purchase Options issued after such change may state the same Exercise Price and the same number of Units as
are stated in the Purchase Option initially issued pursuant to this Agreement. The acceptance by any Holder of the issuance of
new Purchase Options reflecting a required or permissive change shall not be deemed to waive any rights to an adjustment occurring
after the Commencement Date or the computation thereof.



 


		6.2.	Substitute Purchase Option. In case of any consolidation of the Company with, or merger of the Company with, or merger
of the Company into, another corporation (other than a consolidation or merger which does not result in any reclassification or
change of the outstanding Common Stock), the corporation formed by such consolidation or merger shall execute and deliver to the
Holder a supplemental Purchase Option providing that the holder of each Purchase Option then outstanding or to be outstanding shall
have the right thereafter (until the stated expiration of such Purchase Option) to receive, upon exercise of such Purchase Option,
the kind and amount of shares of stock and other securities and property receivable upon such consolidation or merger, by a holder
of the number of shares of Common Stock of the Company for which such Purchase Option might have been exercised immediately prior
to such consolidation, merger, sale or transfer. Such supplemental Purchase Option shall provide for adjustments which shall be
identical to the adjustments provided in Section 6. The above provision of this Section shall similarly apply to successive consolidations
or mergers.



 


		6.3.	Elimination of Fractional Interests. The Company shall not be required to issue certificates representing fractions
of shares of Common Stock upon the exercise of the Purchase Option, nor shall it be required to issue scrip or pay cash in lieu
of any fractional interests, it being the intent of the parties that all fractional interests shall be eliminated by rounding any
fraction down to the nearest whole number of Common Stock or other securities, properties, Rights or Warrants.



 


		7.	Reservation and Listing. The Company shall at all times reserve and keep available out of its authorized Common Stock,
solely for the purpose of issuance upon exercise of the Purchase Options or the Rights or Warrants included in the Purchase Option,
such number of shares of Common Stock or other securities, properties or rights as shall be issuable upon the conversion thereof.
The Company covenants and agrees that, upon exercise of the Purchase Options and payment of the Exercise Price therefor, all Common
Stock and other securities issuable upon such exercise (including the Common Stock included in the Rights and the Warrants) shall
be duly and validly issued, fully paid and non-assessable and not subject to preemptive rights of any stockholder. As long as the
Purchase Options shall be outstanding, the Company shall use its best efforts to cause all (i) Units and Common Stock issuable
upon exercise of the Purchase Options, (ii) Rights issuable upon exercise of the Purchase Options, (iii) Warrants issuable upon
exercise of the Purchase Options, (iv) Common Stock issuable upon conversion of the Rights included in the Units issuable upon
exercise of the Purchase Options and (v) Common Stock issuable upon exercise of the Warrants included in the Units issuable upon
exercise of the Purchase Options to be listed (subject to official notice of issuance) on all securities exchanges on which the
Units, the Common Stock, the Rights or the Warrants issued to the public in connection herewith may then be listed and/or quoted.



 


		8.	Certain Notice Requirements.



 


		8.1.	Holder’s Right to Receive Notice. Nothing herein shall be construed as conferring upon the Holders the right to
vote or consent as a stockholder for the election of directors or any other matter, or as having any rights whatsoever as a stockholder
of the Company. If, however, at any time prior to the expiration of the Purchase Options and their exercise, any of the events
described in Section 8.2 shall occur, then, in one or more of said events, the Company shall give written notice of such event
at least fifteen days prior to the date fixed as a record date or the date of closing the transfer books for the determination
of the stockholders entitled to such dividend, distribution, conversion or exchange of securities or subscription rights, or entitled
to vote on such proposed dissolution, liquidation, winding up or sale. Such notice shall specify such record date or the date of
the closing of the transfer books, as the case may be. Notwithstanding the foregoing, the Company shall deliver to each Holder
a copy of each notice given to the other stockholders of the Company at the same time and in the same manner that such notice is
given to the stockholders.



 




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		8.2.	Events Requiring Notice. The Company shall be required to give the notice described in this Section 8 upon one or more
of the following events: (i) if the Company shall take a record of the holders of its Common Stock for the purpose of entitling
them to receive a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise
than out of retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company,
or (ii) the Company shall offer to all the holders of its Common Stock any additional shares of capital stock of the Company or
securities convertible into or exchangeable for shares of capital stock of the Company, or any option, right or warrant to subscribe
therefor, or (iii) a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation or merger)
or a sale of all or substantially all of its property, assets and business shall be proposed.



 


		8.3.	Notice of Change in Exercise Price. The Company shall, promptly after an event requiring a change in the Exercise Price
pursuant to Section 6 hereof, send notice to the Holders of such event and change (a “Price Notice”).
The Price Notice shall describe the event causing the change and the method of calculating same and shall be certified as being
true and accurate by the Company’s President and Chief Financial Officer.



 


		8.4.	Transmittal of Notices. All notices, requests, consents and other communications under this Purchase Option shall be
in writing and shall be deemed to have been duly made when hand delivered, or mailed by express mail or private courier service:
(i) if to the registered Holder of the Purchase Option, to the address of such Holder as shown on the books of the Company, or
(ii) if to the Company, to the following address or to such other address as the Company may designate by notice to the Holders:



 


1347 Capital Corp.


150 Pierce Road, 6th Floor


Itasca, IL 60143


Fax No.: (847) 952-4830


Attn: Hassan R. Baqar


Email: hbaqar@kingswayfinancial.com


 


		9.	Miscellaneous.



 


		9.1.	Amendments. The Company and EBC may from time to time supplement or amend this Purchase Option without the approval
of any of the Holders in order to cure any ambiguity, to correct or supplement any provision contained herein that may be defective
or inconsistent with any other provisions herein, or to make any other provisions in regard to matters or questions arising hereunder
that the Company and EBC may deem necessary or desirable and that the Company and EBC deem shall not adversely affect the interest
of the Holders. All other modifications or amendments shall require the written consent of and be signed by the party against whom
enforcement of the modification or amendment is sought.



 


		9.2.	Headings. The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way
limit or affect the meaning or interpretation of any of the terms or provisions of this Purchase Option.



 


		9.3.	Entire Agreement. This Purchase Option (together with the other agreements and documents being delivered pursuant to
or in connection with this Purchase Option) constitutes the entire agreement of the parties hereto with respect to the subject
matter hereof, and supersedes all prior agreements and understandings of the parties, oral and written, with respect to the subject
matter hereof.



 




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		9.4.	Binding Effect. This Purchase Option shall inure solely to the benefit of, and shall be binding upon, the Holder and
the Company and their permitted assignees, respective successors, legal representative and assigns, and no other person shall have
or be construed to have any legal or equitable right, remedy or claim under or in respect of or by virtue of this Purchase Option
or any provisions herein contained.



 


		9.5.	Governing Law. This Agreement shall be governed by and construed and enforced in accordance with 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.



 


		9.6.	Waiver, Etc. The failure of the Company or the Holder to at any time enforce any of the provisions of this Purchase
Option shall not be deemed or construed to be a waiver of any such provision, nor to in any way affect the validity of this Purchase
Option or any provision hereof or the right of the Company or any Holder to thereafter enforce each and every provision of this
Purchase Option. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Purchase Option shall
be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such
waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver
of any other or subsequent breach or non-compliance.



 


		9.7.	Execution in Counterparts. This Purchase Option may be executed in one or more counterparts, and by the different parties
hereto in separate counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute
one and the same agreement, and shall become effective when one or more counterparts has been signed by each of the parties hereto
and delivered to each of the other parties hereto.



 


		9.8.	Exchange Agreement. As a condition of the Holder’s receipt and acceptance of this Purchase Option, Holder agrees
that, at any time prior to the complete exercise of this Purchase Option by Holder, if the Company and EBC enter into an agreement
(an “Exchange Agreement”) pursuant to which they agree that all outstanding Purchase Options will be
exchanged for securities or cash or a combination of both, then Holder shall agree to such exchange and become a party to the Exchange
Agreement.



 




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IN WITNESS WHEREOF, the Company
has caused this Purchase Option to be signed by its duly authorized officer as of the [____] day of [___________], 2014.


 


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


 




    	 



    	 



    

 


EXHIBIT A


 


Exercise Form - to be used to exercise Purchase Option:


 


1347 Capital Corp.


150 Pierce Road, 6th Floor


Itasca, IL 60143


Fax No.: (847) 952-4830


Attn: Hassan R. Baqar


Email: hbaqar@kingswayfinancial.com


 


Date:_________________, 20___


 


The undersigned hereby
elects irrevocably to exercise all or a portion of the within Purchase Option and to purchase ____ Units of 1347 Capital Corp.
and hereby makes payment of $____________ (at the rate of $_________ per Unit) in payment of the Exercise Price pursuant thereto.
Please issue the securities as to which this Purchase Option is exercised in accordance with the instructions given below.


 


or


 


The undersigned hereby
elects irrevocably to convert its right to purchase _________ Units purchasable under the within Purchase Option by surrender of
the unexercised portion of the attached Purchase Option (with a “Value” based of $_______ based on a “Market
Price” of $_______). Please issue the securities comprising the Units as to which this Purchase Option is exercised in accordance
with the instructions given below.


 


	 	NOTICE: The signature to this assignment must correspond with the name as written upon the face of the purchase option in every particular, without alteration or enlargement or any change whatever.


 


Signature(s) Guaranteed:


 





 






THE SIGNATURE(S) SHOULD BE GUARANTEED BY
AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED
SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15).


 




    	 



    	 



    

 


INSTRUCTIONS FOR REGISTRATION OF SECURITIES


 


	Name 	 
	(Print in Block Letters)
	 	 
	Address	 
	 	 


 




    	 



    	 



    

 


EXHIBIT B


 


Assignment Form - to be used to assign Purchase Option:


 


ASSIGNMENT


 


(To be executed by the registered Holder
to effect a transfer of the within Purchase Option):


 


FOR VALUE RECEIVED,______________________________________________
does hereby sell, assign and transfer unto___________________________________________ the right to purchase __________ Units of
1347 Capital Corp. (the “Company”) evidenced by the within Purchase Option and does hereby authorize
the Company to transfer such right on the books of the Company.


 


Dated: ___________________, 20__


	 	Signature
	 	NOTICE: The signature to this assignment must correspond with the name as written upon the face of the purchase option in every particular, without alteration or enlargement or any change whatever.


 


 


Signature(s) Guaranteed:


 





 



THE SIGNATURE(S) SHOULD BE GUARANTEED BY
AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED
SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15).