Exhibit 10.11


 


RIGHT OF FIRST REFUSAL AND


CORPORATE OPPORTUNITIES AGREEMENT


 


THIS RIGHT OF FIRST REFUSAL AND CORPORATE
OPPORTUNITIES AGREEMENT (this “Agreement”) is made as of [______], 2014 by and among 1347 Capital Corp., a Delaware
corporation (the “Company”), 1347 Investors LLC, a Delaware limited liability company (the “Sponsor”)
and Kingsway Financial Services, Inc., a corporation incorporated under the Business Corporations Act (Ontario) (“Kingsway”),
in connection with the Company’s proposed public offering of units consisting of shares of common stock, par value $0.0001
per share (the “Shares”), rights to receive one-tenth of one Share automatically on the consummation of an initial
business combination by the Company, and warrants to purchase one-half of one Share at a price of $11.50 per full Share, as more
fully described in a registration statement on Form S-1, filed by the Company with the Securities and Exchange Commission (as amended,
the “Registration Statement”).


 


RECITALS


 


WHEREAS, Kingsway is an affiliate of the
Sponsor;


 


WHEREAS, the Company will be attempting to
consummate a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar
business combination involving the Company and one or more businesses or entities (a “Business Transaction”);


 


WHEREAS, Kingsway may also be seeking investment
opportunities which may be a part of, in connection with or deemed a Business Transaction; and


 


WHEREAS, the Company and Kingsway each believes
it is in their best interests to clarify any potential Business Transaction and investment opportunities for which each party shall
have the right of first refusal.


 


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


 


		1.	Right of First Refusal.



 


For the term specified in Section 2
of this Agreement and subject to subsections (b), (c) and (d) of this Section 1, Kingsway hereby grants to the Company a
right of first refusal as follows:


 


(a) Kingsway shall not enter into any agreement
to acquire 50% or more of the outstanding voting securities of any company or business in the insurance sector whose fair market
value is at least equal to 80% of the balance in the trust account that holds the proceeds of the Company’s initial public
offering (less the deferred underwriting fees and taxes payable) at such time, without first presenting such suitable opportunity
to a committee of the Company’s independent directors, and will not enter into any such agreement until a majority of the
Company’s independent directors determine, within the time frame and in the manner specified below, not to pursue such Business
Transaction opportunity.


 


(b) After review of any potential Business
Transaction or investment opportunity, the Company, upon direction from a majority of the Company’s independent directors,
may release the right of first refusal set forth in this Section 1(a) with respect to such Business Transaction or suitable opportunity.


 


(c) Kingsway shall provide written notice
to the Company of any such suitable opportunity brought to its attention by its current partners, principals, directors, officers
or employees within ten (10) business days of its identification of such suitable opportunity. Any right of first refusal granted
shall expire forty-five (45) days from the date of the written notice unless earlier released pursuant to Section 1(c), provided
that, during such forty-five (45)-day period, the Company has failed to commence discussions with any third party regarding
the specified Business Transaction or suitable opportunity.


 


 




    	 



    	 



    

 





		2.	Term. This Agreement shall become effective on its execution and shall remain in effect for a period to expire upon
the earlier of: (i) the consummation by the Company of a Business Transaction or (ii) 24 months from the closing of the Company's
initial public offering.



 


		3.	Notices. All notices or communications hereunder shall be addressed as follows:



 


To the Company:


 


1347 Capital Corp.


150 Pierce Road, 6th Floor


Itasca, IL 60143


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


 


with copies to (which shall not constitute notice):


 


McDermott Will & Emery LLP


340 Madison Avenue


New York, New York 10173-1922


Attention: Joel L. Rubinstein


 


If to Kingsway:


Kingsway Financial Services, Inc.


150 Pierce Road, 6th Floor


Itasca, IL 60143


Attn: Hassan R. Baqar, Vice President


 


All notices, statements or other documents which
are required or contemplated by this Agreement shall be: (i) in writing and delivered personally or sent by first class registered
or certified mail, overnight courier service or facsimile or electronic transmission to the address designated in writing, (ii)
by facsimile to the number most recently provided to such party or such other address or fax number as may be designated in writing
by such party and (iii) by electronic mail, to the electronic mail address most recently provided to such party or such other electronic
mail address as may be designated in writing by such party. Any notice or other communication so transmitted shall be deemed to
have been given on the day of delivery, if delivered personally, on the business day following receipt of written confirmation,
if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier service or five (5)
days after mailing if sent by mail.


 


		4.	Severability. If any term or provision of this Agreement or the performance thereof shall be invalid or unenforceable
to any extent, such invalidity or unenforceability shall not affect or render invalid or unenforceable any other provision of this
Agreement, and this Agreement shall be valid and enforced to the fullest extent permitted by law.



 


		5.	Entire Agreement. This Agreement, as the same may be amended from time to time in accordance with the terms hereof,
contains the entire agreement among the parties hereto relating to the subject matter hereof and supersedes in all respects any
prior or other agreement or understanding concerning the subject matter hereof between the Company and Kingsway.



 


		6.	Waiver.
                                         The failure of any of the parties hereto to at any time enforce any of the provisions
                                         of this Agreement shall not be deemed or construed to be a waiver of any such provision,
                                         nor to in any way affect the validity of this Agreement or any provision hereof or the
                                         right of any of the parties hereto to thereafter enforce each and every provision of
                                         this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of
                                         the provisions of this Agreement 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, non-compliance
                                         or non-fulfillment.



 


 




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		7.	Amendment.
                                         This Agreement may only be amended by written agreement of the parties hereto.



 


		8.	Survival.
                                         The respective rights and obligations of the parties hereunder shall survive any termination
                                         of this Agreement to the extent necessary to the intended preservation of such rights
                                         and obligations. The provisions of this Section 8 are in addition to the survivorship
                                         provisions of any other section of this Agreement.



 


		9.	Counterparts.
                                         This Agreement may be executed in any number of counterparts, each of which shall be
                                         deemed to be an original, but all such counterparts shall together constitute one and
                                         the same instrument. Delivery of a signed counterpart of this Agreement by facsimile
                                         or electronic transmission shall constitute valid and sufficient delivery thereof.



 


		10.	Headings.
                                         The headings herein are inserted for convenience of reference only and are not intended
                                         to be part of, or to affect the meaning or interpretation of, this Agreement.



 


		11.	Mutual
                                         Drafting. This Agreement is the joint product of the Company and Kingsway, and each
                                         provision hereof has been subject to the consultation, negotiation and agreement of such
                                         parties and shall not be construed for or against any party hereto.



 


		12.	Governing
                                         Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by and
                                         construed and enforced in accordance with the laws of New York, without giving effect
                                         to conflicts of law principles that would result in the application of the substantive
                                         laws of another jurisdiction. The parties hereby (i) agree that any action, proceeding
                                         or claim against it arising out of or relating in any way to this Agreement shall be
                                         brought and enforced first in the U.S. District Court for the Southern District of New
                                         York, then to such other federal or state courts located in the State of New York, and
                                         irrevocably submits to such jurisdiction in New York, which jurisdiction shall be exclusive
                                         and (ii) waive any objection to such exclusive jurisdiction and that such courts represent
                                         an inconvenient forum. THE PARTIES HERETO, TO THE FULLEST EXTENT PERMITTED
                                         BY LAW, WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED
                                         UPON, ARISING OUT OF, OR IN CONNECTION WITH, THIS AGREEMENT.



 


		13.	Trust Waiver. Notwithstanding anything herein to the contrary, Kingsway hereby waives any and all right, title, interest
or claim of any kind, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability
(“Claim”) in or to any distribution from the trust account in which the proceeds of the Company’s initial
public offering will be deposited and held for the benefit of the Company’s public shareholders (the “Trust Account”)
and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account for any
reason whatsoever.



 


[Signature Page Follows]


 




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IN WITNESS WHEREOF, the parties hereto have
executed this Right of First Refusal and Corporate Opportunities Agreement as of the date first specified above.


 


	 	1347 CAPITAL CORP. 
	 	 
	 	By:	 
	 	 	Name: Gordon G. Pratt
	 	 	Title: President, Chief Executive Officer and Director
	 	 
	 	1347 INVESTORS LLC
	 	 
	 	By:	 
	 	 	Name: Hassan R. Baqar
	 	 	Title: President 
	 	 	 
	 	Kingsway Financial Services, Inc.
	 	 
	 	By:	 
	 	 	Name: [__________]
	 	 	Title: [__________]


 


[Signature Page to Right of First Refusal
and Corporate Opportunities Agreement]