Exhibit 10.3


 


INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Agreement is made as of [_____], 2014
by and between 1347 Capital Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).


 


WHEREAS, the Company’s registration
statement on Form S-1, No. 333-195695 (“Registration Statement”) for its initial public offering of securities (“IPO”)
has been declared effective as of the date hereof (“Effective Date”) by the Securities and Exchange Commission (capitalized
terms used herein and not otherwise defined shall have the meanings set forth in the Registration Statement); and


 


WHEREAS, EarlyBirdCapital, Inc. (“EBC”)
is acting as the representative of the underwriters in the IPO; and


 


WHEREAS, simultaneously with the IPO, the
Company’s “insiders” (as defined in the Registration Statement) (the “Insiders”) will be purchasing
(i) an aggregate of 180,000 units (“Initial Private Units”) from the Company for an aggregate purchase price of $1,800,000
and (ii) an aggregate of 600,000 warrants (“$15 Exercise Price Sponsor Warrants”) for an aggregate purchase price of
$300,000; and


 


WHEREAS, in the event EBC exercises its
over-allotment option in full or in part, the Insiders will purchase up to an aggregate of an additional 18,000 units (the “Over-Allotment
Private Units” and, together with the Initial Private Units, the “Private Units”) for an aggregate purchase price
of up to $180,000; and


 


WHEREAS, as described in the Registration
Statement, and in accordance with the Company’s Amended and Restated Certificate of Incorporation, $40,000,000 of the gross
proceeds of the IPO, the sale of the Private Units and the sale of the $15 Exercise Price Sponsor Warrants ($46,000,000 if the
underwriters’ over-allotment option is exercised in full) will be delivered to the Trustee to be deposited and held in a
trust account for the benefit of the Company and the holders of the Company’s common stock, par value $.0001 per share (“Common
Stock”), issued in the IPO as hereinafter provided (the amount to be delivered to the Trustee will be referred to herein
as the “Property,” the stockholders for whose benefit the Trustee shall hold the Property will be referred to as the
“Public Stockholders,” and the Public Stockholders and the Company will be referred to together as the “Beneficiaries”);
and


 


WHEREAS, the Company and the Trustee desire
to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property;


 


IT IS AGREED:


 


		1.	Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to:



 


(a) Hold the Property in trust for the Beneficiaries
in accordance with the terms of this Agreement in a segregated trust account (“Trust Account”) established by the Trustee
at JP Morgan Chase Bank, N. A. and at a brokerage institution selected by the Trustee that is satisfactory to the Company;


 


(b) Manage, supervise and administer the Trust Account
subject to the terms and conditions set forth herein;


 


(c) In a timely manner, upon the instruction of the
Company, invest and reinvest the Property (i) in United States government treasury bills, notes or bonds having a maturity of 180
days or less and/or (ii) in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company
Act of 1940, as amended, and that invest solely in U.S. treasuries, as determined by the Company;


 


(d) Collect and receive, when due, all principal
and income arising from the Property, which shall become part of the “Property,” as such term is used herein;


 


(e) Notify the Company and EBC of all communications
received by it with respect to any Property requiring action by the Company;


 




    	 



    	 



    

 


(f) Supply any necessary information or documents
as may be requested by the Company in connection with the Company’s preparation of its tax returns;


 


(g) Participate in any plan or proceeding for protecting
or enforcing any right or interest arising from the Property if, as and when instructed by the Company to do so;


 


(h) Render to the Company monthly written statements
of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account; and


 


(i) Commence liquidation of the Trust Account only
after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination Letter”), in
a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, signed on behalf of the Company by its Chief
Executive Officer or Chairman of the Board and Secretary or Assistant Secretary, affirmed by counsel for the Company and, in the
case of a Termination Letter in a form substantially similar to that attached hereto as Exhibit A, acknowledged and agreed to by
EBC, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the
Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter
has not been received by the Trustee by the 18-month anniversary of the closing of the IPO (“Closing”) or, in the event
that a letter of intent or definitive agreement for a Business Combination has been executed on or prior to the 18-month anniversary
of the Closing but the Business Combination has not been consummated by the 18-month anniversary of the Closing, the 24-month anniversary
of the Closing, (“Last Date”), the Trust Account shall be liquidated in accordance with the procedures set forth in
the Termination Letter attached as Exhibit B hereto and distributed to the Public Stockholders as of the Last Date. The provisions
of this Section 1(i) may not be modified, amended or deleted under any circumstances.


 


		2.	Limited Distributions of Income from Trust Account.



 


(a) Upon written request from the Company, which
may be given from time to time in a form substantially similar to that attached hereto as Exhibit C, the Trustee shall distribute
to the Company the amount of interest income earned on the Trust Account requested by the Company to cover any income or other
tax obligation owed by the Company.


 


(b) Upon written request from the Company, which
may be given from time to time in a form substantially similar to that attached hereto as Exhibit D, the Trustee shall distribute
to the Company the amount of interest income earned on the Trust Account requested by the Company to cover expenses related to
investigating and selecting a target business and other working capital requirements; provided, however, that the Company will
not be allowed to withdraw interest income earned on the Trust Account unless there is an amount of interest income available in
the Trust Account sufficient to pay the Company’s tax obligations on such interest income or otherwise then due at that time.


 


(c) The limited distributions referred to in Sections
2(a) and 2(b) above shall be made only from income collected on the Property. Except as provided in Section 2(a), and 2(b) above,
no other distributions from the Trust Account shall be permitted except in accordance with Section 1(i) hereof.


 


(d) The Company shall provide EBC with a copy of
any Termination Letters and/or any other correspondence that it issues to the Trustee with respect to any proposed withdrawal from
the Trust Account promptly after such issuance.


 


		3.	Agreements and Covenants of the Company. The Company hereby agrees and covenants to:



 


(a) Give all instructions to the Trustee hereunder
in writing, signed by the Company’s Chairman of the Board, Vice Chairman of the Board, Chief Executive Officer, President
or Chief Financial Officer. In addition, except with respect to its duties under paragraphs 1(i), 2(a) and 2(b) above, the Trustee
shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it in
good faith believes to be given by any one of the persons authorized above to give written instructions, provided that the Company
shall promptly confirm such instructions in writing;


 




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(b) Subject to the provisions of Sections 5 and 7(g)
of this Agreement, hold the Trustee harmless and indemnify the Trustee from and against, any and all expenses, including reasonable
counsel fees and disbursements, or loss suffered by the Trustee in connection with any claim, potential claim, action, suit or
other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand which in any way arises
out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any income earned from investment
of the Property, except for expenses and losses resulting from the Trustee’s gross negligence or willful misconduct. Promptly
after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to
which the Trustee intends to seek indemnification under this paragraph, it shall notify the Company in writing of such claim (hereinafter
referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against
such Indemnified Claim, provided, that the Trustee shall obtain the consent of the Company with respect to the selection of counsel,
which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written
consent of the Company, which consent shall not be unreasonably withheld. The Company may participate in such action with its own
counsel;


 


(c) Pay the Trustee an
annual fee as set forth on Schedule
A hereto. It is expressly understood that the Property
shall not be used to pay such fees and further agreed that any fees owed to the Trustee shall be deducted by the Trustee from the
disbursements made to the Company pursuant to Sections 1(i) solely in connection with the consummation of a Business Combination,
or pursuant to Section 2(b). The Company shall pay the Trustee the first year’s annual fee at the consummation
of the IPO and thereafter on the anniversary of the Effective Date;


 


(d) In connection with any vote of the Company’s
stockholders regarding a Business Combination, provide to the Trustee an affidavit or certificate of a firm regularly engaged in
the business of soliciting proxies and/or tabulating stockholder votes verifying the vote of the Company’s stockholders regarding
such Business Combination; and


 


(e) In the event that the Company directs the Trustee
to commence liquidation of the Trust Account pursuant to Section 1(i), the Company agrees that it will not direct the Trustee to
make any payments that are not specifically authorized by this Agreement.


 


		4.	Limitations of Liability. The Trustee shall have no responsibility or liability to:



 


(a) Take any action with respect to the Property,
other than as directed in paragraphs 1 and 2 hereof and the Trustee shall have no liability to any party except for liability arising
out of its own gross negligence or willful misconduct;


 


(b) Institute any proceeding for the collection of
any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the
Property unless and until it shall have received instructions from the Company given as provided herein to do so and the Company
shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;


 


(c) Change the investment of any Property, other
than in compliance with paragraph 1(c);


 


(d) Refund any depreciation in principal of any Property;


 


(e) Assume that the authority of any person designated
by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless
the Company shall have delivered a written revocation of such authority to the Trustee;


 




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(f) The other parties hereto or to anyone else for
any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the exercise of its
own best judgment, except for its gross negligence or willful misconduct. The Trustee may rely conclusively and shall be protected
in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee),
statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of
its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Trustee,
in good faith, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any
notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced
by a written instrument delivered to the Trustee signed by the proper party or parties and, if the duties or rights of the Trustee
are affected, unless it shall give its prior written consent thereto;


 


(g) Verify the correctness of the information set
forth in the Registration Statement or to confirm or assure that any acquisition made by the Company or any other action taken
by it is as contemplated by the Registration Statement;


 


(h) File local, state and/or Federal tax returns
or information returns with any taxing authority on behalf of the Trust Account and payee statements with the Company documenting
the taxes, if any, payable by the Company or the Trust Account, relating to the income earned on the Property;


 


(i) Pay any taxes on behalf of the Trust Account
(it being expressly understood that the Property shall not be used to pay any such taxes and that such taxes, if any, shall be
paid by the Company from funds not held in the Trust Account or released to it under Section 2(a) hereof);


 


(j) Imply obligations, perform duties, inquire or
otherwise be subject to the provisions of any agreement or document other than this agreement and that which is expressly set forth
herein; or


 


(k) Verify calculations, qualify or otherwise approve
Company requests for distributions pursuant to Section 1(i), 2(a) or 2(b) above.


 


		5.	Trust Account Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”)
to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account
that it may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including,
without limitation, under Section 3(b) or Section 3(c) hereof, the Trustee shall pursue such Claim solely against the Company and
its assets outside the Trust Account and not against the Property or any monies in the Trust Account.



 


		6.	Termination. This Agreement shall terminate as follows:



 


(a) If the Trustee gives written notice to the Company
that it desires to resign under this Agreement, the Company shall use its reasonable efforts to locate a successor trustee during
which time the Trustee shall act in accordance with this Agreement. At such time that the Company notifies the Trustee that a successor
trustee has been appointed by the Company and has agreed to become subject to the terms of this Agreement, the Trustee shall transfer
the management of the Trust Account to the successor trustee, including but not limited to the transfer of copies of the reports
and statements relating to the Trust Account, whereupon this Agreement shall terminate; provided, however, that, in the event that
the Company does not locate a successor trustee within ninety days of receipt of the resignation notice from the Trustee, the Trustee
may submit an application to have the Property deposited with any court in the State of New York or with the United States District
Court for the Southern District of New York and, upon such deposit, the Trustee shall be immune from any liability whatsoever;
or


 


(b) At such time that the Trustee has completed the
liquidation of the Trust Account in accordance with the provisions of paragraph 1(i) hereof, and distributed the Property in accordance
with the provisions of the Termination Letter, this Agreement shall terminate except with respect to Paragraph 3(b).


 




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		7.	Miscellaneous.



 


(a) The Company and the Trustee each acknowledge
that the Trustee will follow the security procedures set forth below with respect to funds transferred from the Trust Account.
The Company and the Trustee will each restrict access to confidential information relating to such security procedures to authorized
persons. Each party must notify the other party immediately if it has reason to believe unauthorized persons may have obtained
access to such information, or of any change in its authorized personnel. In executing funds transfers, the Trustee will rely upon
all information supplied to it by the Company, including account names, account numbers and all other identifying information relating
to a beneficiary, beneficiary’s bank or intermediary bank. The Trustee shall not be liable for any loss, liability or expense
resulting from any error in the information or transmission of the wire.


 


(b) 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. It may be executed in several original or facsimile
counterparts, each one of which shall constitute an original, and together shall constitute but one instrument.


 


(c) This Agreement contains the entire agreement
and understanding of the parties hereto with respect to the subject matter hereof. Except for Section 1(i) (which may not be amended
under any circumstances), this Agreement or any provision hereof may only be changed, amended or modified by a writing signed by
each of the parties hereto; provided, however, that no such change, amendment or modification may be made without the prior written
consent of EBC. As to any claim, cross-claim or counterclaim in any way relating to this Agreement, each party waives the right
to trial by jury. The Trustee may require from Company counsel an opinion as to the propriety of any proposed amendment.


 


(d) The parties hereto consent to the jurisdiction
and venue of any state or federal court located in the City of New York, Borough of Manhattan, for purposes of resolving any disputes
hereunder.


 


(e) Any notice, consent or request to be given in
connection with any of the terms or provisions of this Agreement shall be in writing and shall be sent by express mail or similar
private courier service, by certified mail (return receipt requested), by hand delivery or by facsimile transmission:


 


if to the Trustee, to:


 


Continental Stock Transfer & Trust Company


17 Battery Place


New York, New York 10004


Attn: Steven G. Nelson, Chairman, and Frank A. DiPaolo,
CFO


Fax No.: (212) 509-5150


 


if to the Company, to:


 


1347 Capital Corp.


150 Pierce Road, 6th Floor


Itasca, IL 60143


Attn: Hassan R. Baqar


Fax No.: (847) 952-4830


 


in either case with a copy to:


 


EarlyBirdCapital, Inc.


275 Madison Avenue, 27th Floor


New York, New York 10016


Attn: Mike Powell, Managing Director


Fax No.: (212) 661-4936


 


(f) This Agreement may not be assigned by the Trustee
without the prior consent of the Company.


 




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(g) Each of the Trustee and the Company hereby represents
that it has the full right and power and has been duly authorized to enter into this Agreement and to perform its respective obligations
as contemplated hereunder. The Trustee acknowledges and agrees that it shall not make any claims or proceed against the Trust Account,
including by way of set-off, and shall not be entitled to any funds in the Trust Account under any circumstance. In the event that
the Trustee has a claim against the Company under this Agreement, the Trustee will pursue such claim solely against the Company
and not against the Property held in the Trust Account.


 


(h) Each of the Company and the Trustee hereby acknowledge
that EBC is a third party beneficiary of this Agreement.


 


[Signature Page Follows]


 




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IN WITNESS WHEREOF, the parties have duly
executed this Investment Management Trust Agreement as of the date first written above.


 


	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee
	 	 	 
	 	By: 	 
	 	 	Name: Frank A. Di Paolo
	 	 	Title: Trust Officer
	 	 	 
	 	1347 CAPITAL CORP.
	 	 	 
	 	By: 	 
	 	 	Name: Gordon G. Pratt
	 	 	Title: President, Chief Executive Officer and Director


 


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


 




    	 



    	 



    

 


SCHEDULE A


 


	Fee Item	 	Time and method of payment	 	Amount
	Initial acceptance fee	 	Waived	 	—
	Annual fee	 	First year, initial closing of IPO by wire transfer; thereafter on the anniversary of the effective date of the IPO by wire transfer or check	 	$10,000
	Transaction processing fee for disbursements to Company under Section 2	 	Included in annual fee	 	—
	Paying Agent services as required pursuant to section 1(i)	 	Billed to Company upon delivery of service pursuant to section 1(i)	 	Prevailing rates


 




    	 



    	 



    

 


EXHIBIT A


 


[Letterhead of Company]


 


	 	[Insert date]


 


Continental Stock Transfer & Trust Company


17 Battery Place


New York, New York 10004


Attn: Steven Nelson and Frank DiPaolo


 


Re: Trust Account No. - Termination Letter


 


Gentlemen:


 


Pursuant to paragraph 1(i) of the Investment Management Trust
Agreement between 1347 Capital Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”),
dated as of _________ ___, 2014 (“Trust Agreement”), this is to advise you that the Company has entered into an agreement
(“Business Agreement”) with __________________ (“Target Business”) to consummate a business combination
with Target Business (“Business Combination”) on or about [insert date]. The Company shall notify you at least
48 hours in advance of the actual date of the consummation of the Business Combination (“Consummation Date”). Capitalized
terms used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms of the Trust Agreement, we hereby
authorize you to liquidate the Trust Account investments on __________ and to transfer the proceeds to the above-referenced account
at JP Morgan Chase Bank to the effect that, on the Consummation Date, all of the funds held in the Trust Account will be immediately
available for transfer to the account or accounts that the Company shall direct on the Consummation Date. It is acknowledged and
agreed that while the funds are on deposit in the trust account awaiting distribution, the Company will not earn any interest or
dividends.


 


On the Consummation Date (i) counsel for the Company shall deliver
to you written notification that the Business Combination has been consummated and (ii) the Company shall deliver to you (a) [an
affidavit] [a certificate] of __________________, which verifies the vote of the Company’s stockholders in connection with
the Business Combination if a vote is held and (b) joint written instructions from it and EarlyBirdCapital, Inc. with respect to
the transfer of the funds held in the Trust Account (“Instruction Letter”). You are hereby directed and authorized
to transfer the funds held in the Trust Account immediately upon your receipt of the counsel's letter and the Instruction Letter,
in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be
liquidated by the Consummation Date without penalty, you will notify the Company of the same, and the Company shall direct you
as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon
the distribution of all the funds in the Trust Account pursuant to the terms hereof, the Trust Agreement shall be terminated.


 


In the event that the Business Combination is not consummated
on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date
of a new Consummation Date, then, upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust
Account shall be reinvested as provided in the Trust Agreement on the business day immediately following the Consummation Date
as set forth in the notice.


 


	 	Very truly yours,
	 	 
	 	1347 CAPITAL CORP.
	 	 	 
	 	By: 	 
	 	 	Gordon G. Pratt, President, Chief Executive Officer and Director



 






    	 



    	 



    

 


	 	By: 	 
	 	 	Hassan R. Baqar, Chief Financial Officer, Secretary and Director


 


AGREED TO AND


ACKNOWLEDGED BY


 


EARLYBIRDCAPITAL, INC.


 


	By:	 	 	 	 




 




    	 



    	 



    

 


EXHIBIT B


 


[Letterhead of Company]


 


	 	[Insert date]


Continental Stock Transfer & Trust Company


17 Battery Place


New York, New York 10004


Attn: Steven Nelson and Frank DiPaolo


 


Re: Trust Account No. [insert no.]___ - Termination
Letter


 


Gentlemen:


 


Pursuant to paragraph 1(i) of the Investment Management Trust
Agreement between 1347 Capital Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”),
dated as of _____________, 2014 (“Trust Agreement”), this is to advise you that the Company has been unable to effect
a Business Combination with a Target Company within the time frame specified in the Company’s Amended and Restated Certificate
of Incorporation, as described in the Company’s prospectus relating to its IPO. Capitalized terms used herein and not otherwise
defined shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms of the Trust Agreement, we hereby
authorize you to liquidate all the Trust Account investments on ______________ and to transfer the total proceeds to the [Trust
Checking Account at JP Morgan Chase Bank] to await distribution to the Public Stockholders. The Company has selected ____________,
20__ as the record date for the purpose of determining the Public Stockholders entitled to receive their share of the liquidation
proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit in the
Trust Checking Account. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, to distribute
said funds directly to the Public Stockholders in accordance with the terms of the Trust Agreement and the Amended and Restated
Certificate of Incorporation of the Company. Upon the distribution of all of the funds in the Trust Account, your obligations under
the Trust Agreement shall be terminated.


 


	 	Very truly yours,
	 	 
	 	1347 CAPITAL CORP. 
	 	 	 
	 	By: 	 
	 	 	Gordon G. Pratt, President, Chief Executive Officer and Director
	 	 	 
	 	By: 	 
	 	 	Hassan R. Baqar, Chief Financial Officer, Secretary and Director


 


cc: EarlyBirdCapital, Inc.


 




    	 



    	 



    

 


EXHIBIT C


[Letterhead of Company]


 


	 	[Insert date]


Continental Stock Transfer & Trust Company


17 Battery Place


New York, New York 10004


Attn: Frank Di Paolo and Cynthia Jordan


 


Re: Trust Account No. [insert no.]____


 


Mr. Di Paolo and Ms. Jordan:


 


Pursuant to paragraph 2(a) of the Investment Management Trust
Agreement between 1347 Capital Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”),
dated as of ____________, 2014 (“Trust Agreement”), the Company hereby requests that you deliver to the Company $_______
of the interest income earned on the Property as of the date hereof. The Company needs such funds to pay its income or other tax
obligations. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire
transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at:


 


[WIRE INSTRUCTION INFORMATION]


 


	 	1347 CAPITAL CORP.
	 	 	 
	 	By: 	 
	 	 	Gordon G. Pratt, President, Chief Executive Officer and Director
	 	 	 
	 	By: 	 
	 	 	Hassan R. Baqar, Chief Financial Officer,  Secretary and Director


 


cc: EarlyBirdCapital, Inc.


 




    	 



    	 



    

 


EXHIBIT D


[Letterhead of Company]


 


	 	[Insert date]


Continental Stock Transfer & Trust Company


17 Battery Place


New York, New York 10004


Attn: Frank Di Paolo and Cynthia Jordan


 


Re: Trust Account No. [insert no.]________


 


Mr. Di Paolo and Ms. Jordan:


 


Pursuant to paragraph 2(b) of the Investment Management Trust
Agreement between 1347 Capital Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”),
dated as of ____________, 2014 (“Trust Agreement”), the Company hereby requests that you deliver to the Company $_______
of the interest income earned on the Property as of the date hereof. The Company needs such funds to cover its expenses relating
to investigating and selecting a target business and other working capital requirements. In accordance with the terms of the Trust
Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this
letter to the Company’s operating account at:


 


[WIRE INSTRUCTION INFORMATION]


 


 


	 	Very truly yours,
	 	 
	 	1347 CAPITAL CORP.
	 	 	 
	 	By: 	 
	 	 	Gordon G. Pratt, President, Chief Executive Officer and Director
	 	 	 
	 	By: 	 
	 	 	Hassan R. Baqar, Chief Financial Officer,  Secretary and Director


 


cc: EarlyBirdCapital, Inc.