Exhibit 4.4


 


	
        NUMBER

        ________-
	 	
        (SEE REVERSE SIDE FOR LEGEND)

        THIS WARRANT WILL BE VOID IF NOT EXERCISED
        PRIOR TO THE EXPIRATION DATE (DEFINED BELOW)
	 	WARRANTS


 


1347 CAPITAL CORP.


CUSIP [ ]


WARRANT


 


THIS CERTIFIES THAT, for value received


 


is the registered holder of a warrant or warrants (the “Warrant”),
expiring at 5:00 p.m., New York City time, on the [five][seven] year anniversary of the completion by 1347 Capital Corp., a Delaware
corporation (the “Company”), of an initial merger, share exchange, asset acquisition, stock purchase, recapitalization,
reorganization or other similar business combination with one or more businesses or entities (a “Business Combination”),
to purchase [one-half (1/2) of one][one] fully paid and non-assessable share of the Company’s common stock, par value $.0001
per share (“Common Stock”), of the Company for each Warrant evidenced by this Warrant Certificate. The Warrant entitles
the holder thereof to purchase from the Company, commencing on the later of (a) [__________ __], 2015 [one year after the closing
of the Company initial public offering] and (b) 30 days after the Company’s completion of a Business Combination, such whole
number of shares of Common Stock at the price of [$11.50][$15.00] per whole share, upon surrender of this Warrant Certificate and
payment of the Warrant Price at the office or agency of the Warrant Agent, Continental Stock Transfer & Trust Company (the
“Warrant Agent”) (or through “cashless exercise” if permitted by the Warrant Agreement), but only subject
to the conditions set forth herein and in the Warrant Agreement between the Company and the Warrant Agent (the “Warrant Agreement”),
which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for
a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company
and the holders (the words “holders” or “holder” meaning the registered holders or registered
holder) of the Warrants.


 


In no event will the Company be required
to net cash settle any warrant exercise. The Warrant Agreement provides that upon the occurrence of certain events the Warrant
Price and the number of shares of Common Stock purchasable hereunder, set forth on the face hereof, may, subject to certain conditions,
be adjusted. The term Warrant Price as used in this Warrant Certificate refers to the price per share of Common Stock at which
shares of Common Stock may be purchased at the time the Warrant is exercised. Capitalized terms not defined herein have the meanings
ascribed to such terms in the Warrant Agreement.


 


The Company shall not issue fractional
shares upon exercise of Warrants. If the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive
a fractional interest in a share, the Company shall, upon such exercise, round down to the nearest whole number the number of the
shares of Common Stock to be issued to the Warrant holder.


 


Upon any exercise of the Warrant for less
than the total number of full shares of Common Stock provided for herein, there shall be issued to the registered holder hereof
or the registered holder’s assignee a new Warrant Certificate covering the number of shares of Common Stock for which the
Warrant has not been exercised.


 


Warrant Certificates, when surrendered
at the office or agency of the Warrant Agent by the registered holder hereof in person or by attorney duly authorized in writing,
may be exchanged in the manner and subject to the limitations provided in the Warrant Agreement, but without payment of any service
charge, for another Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of
Warrants.


 


Upon due presentment for registration of
transfer of the Warrant Certificate at the office or agency of the Warrant Agent, a new Warrant Certificate or Warrant Certificates
of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee in exchange for this
Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any applicable tax
or other governmental charge.


 




    	 



    	 



    

 


The Company and the Warrant Agent may deem
and treat the registered holder as the absolute owner of this Warrant Certificate (notwithstanding any notation of ownership or
other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the registered holder, and
for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.


 


This Warrant does not entitle the registered
holder to any of the rights of a stockholder of the Company.


 


This Warrant may be redeemed by the Company
in accordance with the terms and conditions set forth in the Warrant Agreement.


 


This Warrant Certificate shall be governed
and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles thereof.


 


	 	1347 CAPITAL CORP. 	 
	 	 	 
	 	By: 	 	 
	 	 	Name: Gordon G. Pratt	 
	 	 	Title: President, Chief Executive Officer and Director 	 
	 	 	 
	 	
        CONTINENTAL STOCK TRANSFER & TRUST COMPANY,

        as Warrant Agent
	 
	 	 	 	 
	 	By: 	 	 
	 	 	Name: 	 
	 	 	Title: 	 


 




    	 



    	 



    

 


SUBSCRIPTION FORM


To Be Executed by the Registered Holder
in Order to Exercise Warrants


 


The undersigned Registered Holder irrevocably elects to exercise
______________ Warrants represented by this Warrant Certificate, and to purchase the shares of Common Stock issuable upon the exercise
of such Warrants, and requests that Certificates for such shares shall be issued in the name of


 


 


	
        (PLEASE TYPE OR PRINT NAME AND
ADDRESS) 

	
          

	 
	 
	 
	
        

         



(SOCIAL SECURITY OR TAX IDENTIFICATION
NUMBER) 


	and be delivered to	 
	(PLEASE PRINT OR TYPE NAME AND ADDRESS)


 





 



and, if such number of Warrants shall not be all the Warrants
evidenced by this Warrant Certificate, that a new Warrant Certificate for the balance of such Warrants be registered in the name
of, and delivered to, the Registered Holder at the address stated below:


 


	Dated: _____________________ 	 
	 	(SIGNATURE)
	 	 
	 	(ADDRESS)
	 	 
	 	 
	 	 
	 	(TAX IDENTIFICATION NUMBER)


 




    	 



    	 



    

 


ASSIGNMENT


To Be Executed by the Registered Holder
in Order to Assign Warrants


 


For Value Received, _______________________ hereby sell, assign,
and transfer unto


 


	
        (PLEASE TYPE OR PRINT NAME AND ADDRESS)

         

	 
	 
	 
	 


(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)


 


	and be delivered to	 


(PLEASE PRINT OR TYPE NAME AND ADDRESS)


 


______________________ of the Warrants represented by this Warrant
Certificate, and hereby irrevocably constitute and appoint _________________________________ Attorney to transfer this Warrant
Certificate on the books of the Company, with full power of substitution in the premises.


 


	Dated: _____________________ 	 
	 	(SIGNATURE)


 


The signature to the
assignment of the Subscription Form must correspond to the name written upon the face of this Warrant Certificate in every particular,
without alteration or enlargement or any change whatsoever, and must be guaranteed by a commercial bank or trust company or a member
firm of the NYSE Amex, New York Stock Exchange, Pacific Stock Exchange or Chicago Stock Exchange.