Exhibit 4.5








 


This
Warrant and the securities issuable upon exercise of this Warrant have not been registered under the Securities Act of 1933, as
amended (the “Act”), or qualified under any state or foreign securities laws and may not be offered for sale,
sold, pledged, hypothecated or otherwise transferred or assigned unless (i) a registration statement covering such securities is
effective under the Act and is qualified under applicable state and foreign law or (ii) the transaction is exempt from the registration
and prospectus delivery requirements under the Act and the qualification requirements under applicable state and foreign law and,
if the Company requests, an opinion satisfactory to the Company to such effect has been rendered by counsel.


 


WARRANT


 


	Warrant Certificate No.: AMW-___	Original Issue Date: July 20, 2016


 


FOR VALUE RECEIVED, 1347
Capital Corp., a Delaware corporation (the “Company”), hereby certifies that ________________________________________________,
or its registered assigns (“Holder”), is entitled to purchase from the Company, at any time during the Exercise
Period, [ ] ([ ]) fully paid and non-assessable shares of the Company’s common stock, par value $.0001 per share (“Common
Stock”), at a purchase price per share of $11.50 (subject to adjustment as provided in Section 4, the “Warrant
Price”), all subject to the terms, conditions and adjustments set forth below in this Warrant. 


 


This Warrant
(this “Warrant”) has been issued pursuant to the terms of that certain Merger Agreement, dated as of March 23,
2016, by and among Limbach Holdings LLC, the Company and FdG HVAC LLC, as the representative of Holder (as amended from
time to time, the “Merger Agreement”).


 


1.          Definitions.
Except as otherwise defined herein, capitalized terms used in this Warrant shall have the following meanings:


 


“Additional
Merger Warrant(s)” means, collectively, 1,000,006
warrants (including warrants represented by this Warrant) to purchase one share of Common Stock issued in connection with the consummation
of the transactions contemplated by the Merger Agreement.


 


“Closing
Date” shall mean July 20, 2016.


 


“Expiration
Date” means 5:00 p.m., New York City time on the earliest of (a) the five (5) year anniversary of the Closing
Date, (b) the liquidation of the Company and (c) except in the Redemption Date as provided in Section 6(b) of this Agreement
(“Expiration Date”). Except with respect to the right to receive the Redemption Price (as set forth in Section 6
hereunder), each Additional Merger Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder
and all rights in respect thereof under this Warrant shall cease at the close of business on the Expiration Date. The Company in
its sole discretion may extend the duration of the Additional Merger Warrants by delaying the Expiration Date; provided, however,
that the Company will provide written notice to registered holders of the Additional Merger Warrants of such extension of not less
than 20 days.


 




     


     


    




 


2.            Duration
of Warrant. Subject to the terms and conditions hereof, this Warrant may be exercised from time to time during the period (a)
commencing thirty (30) days after the Closing Date and (b) terminating on the Expiration Date (such period, the “Exercise
Period”).


 


3.            Exercise
of Warrant.


 


(a)          Payment.
Subject to the provisions hereof, this Warrant may be exercised by Holder by surrendering it, at the principal offices of the Company,
with the subscription form attached hereto, duly executed, and by paying in full the Warrant Price for each full share of Common
Stock as to which this Warrant is exercised and any and all applicable taxes due in connection with the exercise of this Warrant,
as follows:


 


(i)          in
cash, good certified check or good bank draft payable to the order of the Company; or


 


(ii)         If
at any time after the earlier of (y) the one year anniversary of the date of the Closing Date and (z) the completion of the then-applicable
holding period required by Rule 144 of the Act, there is no effective registration statement registering, or no current prospectus
available for, the resale of shares of Common Stock underlying this Warrant by Holder, then on a cashless basis by surrendering
this Warrant for a number of shares of Common Stock equal to: (1) the product of (A) the number of shares of Common Stock underlying
this Warrant (or portion thereof being exercised) multiplied by (B) the “Fair Market Value” minus the
Warrant Price; divided by (2) the “Fair Market Value”. Solely for purposes of this Section 3(a)(ii),
the “Fair Market Value” shall mean the average reported closing price of the Common Stock for the ten (10) trading
days ending on the immediately preceding the date on which Holder elects to exercise this Warrant; or


 


(iii)        in
the event of redemption pursuant to Section 6 hereof in which the Company’s management has elected to require all
holders of Additional Merger Warrants to exercise such Additional Merger Warrants on a “cashless basis,” by surrendering
the this Warrant for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number
of shares of Common Stock underlying this Warrant, multiplied by the difference between the Warrant Price and the “Fair
Market Value” (defined below) by (y) the Fair Market Value. Solely for purposes of this Section 3(a)(iii), the “Fair
Market Value” shall mean the average reported closing price of the Common Stock for the ten (10) trading days ending
on the third trading day prior to the date on which the notice of redemption is sent to holders of Additional Merger Warrants pursuant
to Section 6 hereof.


 


(b)           Delivery
of Stock Certificates. As soon as practicable after the exercise of this Warrant and the clearance of the funds in
payment of the Warrant Price (if applicable), the Company shall issue to Holder (i) a certificate or certificates for the
number of full shares of Common Stock to which Holder entitled, registered in such name or names as may be directed by
Holder, and (ii) if this Warrant shall not have been exercised in full, a new countersigned Warrant for the number of shares
Common Stock as to which this Warrant shall not have been exercised. Notwithstanding any provision of  this Warrant to
the contrary, the Company shall not issue fractional shares upon exercise of this Warrant. If, by reason of any exercise of
this Warrant (whether in cash, on a cashless basis or otherwise), Holder would be entitled to receive a fractional interest
in a share of Common Stock, the Company shall round down to the nearest whole number the number of shares Common Stock to be
issued to Holder. This Warrant may not be exercised by, or securities issued to, Holder in any state in which such exercise
would be unlawful.


 






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(c)          Valid
Issuance. All shares of Common Stock issued upon the proper exercise of a Warrant in conformity with this Agreement shall be
validly issued, fully paid and nonassessable.


 


(d)          Maximum
Percentage. Holder may elect, by giving written notice to the Company, to be subject to the provisions contained in this Section
3(d); provided, Holder will not be subject to this Section 3(d) unless Holder affirmatively makes such election.
If Holder elects to be subject to this Section 3(d), the Company shall not effect the exercise this Warrant, and Holder
shall not have the right to exercise this Warrant, to the extent that after giving effect to such exercise, Holder (together with
such Holder’s affiliates), to the Company’s actual knowledge, would beneficially own in excess of 9.8% (the “Maximum
Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes
of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by Holder and Holder’s affiliates
shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination
of such sentence is being made, but shall exclude shares of Common Stock that would be issuable upon (i) exercise of the remaining,
unexercised portion of this Warrant and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities
of the Company beneficially owned by Holder and Holder’s affiliates (including, without limitation, any convertible notes
or convertible preferred shares or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained
herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated
in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended. For purposes of this Warrant, in determining
the number of outstanding shares of Common Stock, Holder may rely on the number of outstanding shares of Common Stock as reflected
in (x) the Company’s most recent annual report on Form 10-K, quarterly report on Form 10-Q, current report on Form 8-K or
other public filing with the U.S. Securities and Exchange Commission (the “SEC”) as the case may be, (y) a
more recent public announcement by the Company or (z) any other notice by the Company setting forth the number of shares of Common
Stock outstanding. For any reason at any time, upon the written request of Holder, the Company shall, within two (2) business
days, confirm orally and in writing to Holder the number of shares of Common Stock then outstanding. In any case, the number of
outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of equity securities
of the Company by Holder and Holder’s affiliates since the date as of which such number of outstanding shares of Common
Stock was reported. By written notice to the Company, Holder may from time to time increase or decrease the Maximum Percentage
applicable to Holder to any other percentage specified in such notice; provided, however, that any such increase
shall not be effective until the sixty-first business day after such notice is delivered to the Company.





 



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(e)          Delivery
of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder
and upon surrender of this Warrant, at the time of delivery of the certificate or certificates representing shares of Common Stock
issuable upon the exercise of this Warrant, deliver to Holder a new warrant evidencing the rights of Holder to purchase the unpurchased
shares of Common Stock called for by this Warrant, which new warrant shall in all other respects be identical with this Warrant.


 


4.            Adjustments.


 


(a)          Stock
Dividends; Split-Ups. If after the date hereof, the number of outstanding shares of Common Stock is increased by a stock dividend
payable in shares of Common Stock, or by a split-up of the Common Stock, or other similar event, then, on the effective date of
such stock dividend, split-up or similar event, the number of shares of Common Stock issuable on exercise of this Warrant shall
be increased in proportion to such increase in outstanding shares of Common Stock. A rights offering to all holders of the shares
of Common Stock entitling such holders to purchase shares of Common Stock at a price less than the “Fair Market Value”
(as defined below) shall be deemed a stock dividend of a number of shares of Common Stock equal to the product of (i) the number
of shares of Common Stock actually sold in such rights offering (or issuable under any other equity securities sold in such rights
offering that are convertible into or exercisable for the shares of Common Stock), multiplied by (ii) one (1) minus
a fraction (1) the numerator of which is the price per share of Common Stock paid in such rights offering and (2) the denominator
of which is the Fair Market Value. For purposes of this Section 4(a), (y) if the rights offering is for securities convertible
into or exercisable for shares of Common Stock, in determining the price payable for the shares of Common Stock, there shall be
taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion
and (z) “Fair Market Value” means the volume weighted average price of the shares of Common Stock as reported
during the ten (10) trading day period ending on the trading day prior to the first date on which the shares of Common Stock trade
on the applicable exchange or in the applicable market, regular way, with the right to receive such rights.


 


(b)          Aggregation
of Shares. If after the date hereof, the number of outstanding shares of Common Stock is decreased by a consolidation, combination,
reverse share split or reclassification of the Common Stock or other similar event, then, on the effective date of such consolidation,
combination, reverse share split, reclassification or similar event, the number of shares of Common Stock issuable on exercise
of this Warrant shall be decreased in proportion to such decrease in outstanding Common Stock.





 



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(c)          Extraordinary
Dividends. If the Company, at any time prior to the Expiration Date, shall pay a dividend or make a distribution in
cash, securities or other assets to the holders of Common Stock on account of such Common Stock (or other shares of the
Company’s capital stock into which this Warrant is convertible), other than (a) as described in Section 4(a)
above, (b) Ordinary Cash Dividends (as defined below), or (c) as a result of the repurchase of Common Stock by the Company as
permitted by the Investment Management Trust Agreement (any such non-excluded event being referred to herein as an
“Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the
effective date of such Extraordinary Dividend, by the amount of cash and the fair market value (as determined by the
Company’s board of directors, in good faith) of any securities or other assets paid on each share of Common Stock in
respect of such Extraordinary Dividend. For purposes of this Section 4(c), “Ordinary Cash
Dividends” means any cash dividend or cash distribution which, when combined on a per share basis with the per
share amounts of all other cash dividends and cash distributions paid on the Common Stock during the 365-day period ending on
the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to
in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an
adjustment to the Warrant Price or to the number of shares of Common Stock issuable on exercise of this Warrant) does not
exceed $0.50.


 


(d)          Adjustments
in Warrant Price.


 


(i)          Whenever
the number of shares of Common Stock purchasable upon the exercise of this Warrant is adjusted, as provided in Section 4(a)
and 4(b), the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior
to such adjustment by a fraction (i) the numerator of which shall be the number of shares of Common Stock purchasable upon the
exercise of this Warrant immediately prior to such adjustment, and (ii) the denominator of which shall be the number of shares
of Common Stock so purchasable immediately thereafter.


 


(ii)         Without
limiting the generality of the foregoing, the Company, in its sole discretion, may lower the Warrant Price at any time prior to
the Expiration Date for a period of not less than ten (10) business days; provided, that (1) the Company shall provide at
least ten (10) business days prior written notice of such reduction to Holder, and (2) any such reduction shall be applied consistently
to all of the Additional Merger Warrants.


 


(e)          Replacement
of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of
Common Stock (other than a change covered by Section 4(a) or 4(b) or that solely affects the par value of such
shares of 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 assets or other property of the Company as an entirety or substantially as an entirety in
connection with which the Company is dissolved, Holder shall thereafter have the right to purchase and receive, upon the
basis and upon the terms and conditions specified herein, and in lieu of the shares of Common Stock immediately theretofore
purchasable and receivable upon the exercise of the rights represented hereby, 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, that Holder would have received if Holder had exercised this
Warrant immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock
covered by Section 4(a) or 4(b), then such adjustment shall be made pursuant to Section 4(a), 4(b), 4(d)(i)
and this Section 4(e). The provisions of this Section 4(e) shall similarly apply to successive
reclassifications, reorganizations, mergers or consolidations, sales or other transfers.


 






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(f)          Notices
of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of shares of Common Stock issuable upon exercise
of this Warrant, the Company shall give written notice thereof to the Company, which notice shall state the Warrant Price resulting
from such adjustment and the increase or decrease, if any, in the number of shares of Common Stock purchasable at such price upon
the exercise of this Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation
is based. Upon the occurrence of any event specified in Sections 4(a), 4(b), 4(c), 4(d) or 4(e)(i),
then the Company shall give written notice to Holder, at the last address set forth for Holder in the warrant register, of the
record date or the effective date of the event. Failure to give such notice, or any defect therein, shall not affect the legality
or validity of such event.


 


(g)          Other
Events. In case any event shall occur affecting the Company as to which none of the provisions of preceding subsections of
this Section 4 are strictly applicable, but which would require an adjustment to the terms of this Warrant in order to (i)
avoid an adverse impact on this Warrant and (ii) effectuate the intent and purpose of this Section 4, then, in each such
case, the Company shall appoint a firm of independent public accountants, investment banking or other appraisal firm of recognized
national standing, which shall give its opinion as to whether or not any adjustment to the rights represented by this Warrant is
necessary to effectuate the intent and purpose of this Section 4 and, if such firm determines that an adjustment is necessary,
the terms of such adjustment. The Company shall adjust the terms of this Warrant in a manner that is consistent with any adjustment
recommended in such opinion.


 


5.            Transfer
and Exchange of Warrant.


 


(a)          Registration
of Transfer. The Company shall register the transfer of this Warrant upon the warrant register, upon surrender of this Warrant
for transfer, properly endorsed with signatures properly guaranteed and accompanied by appropriate instructions for transfer. Upon
any such transfer, a new warrant representing an equal aggregate number of warrants shall be issued and the this Warrant shall
be cancelled by the Company.


 


(b)          Procedure
for Surrender of Warrants. This Warrant may be surrendered to the Company, together with a written request for exchange
or transfer, and thereupon the Company shall issue in exchange therefor one or more new warrants as requested by Holder,
representing an equal aggregate number of warrants; provided, however, that in the event that this Warrant
bears a restrictive legend at the time surrendered for transfer, the Company shall not cancel this Warrant and issue new
warrants in exchange therefor until the Company has received an opinion of counsel for the Company stating that such transfer
may be made and indicating whether the new warrants must also bear a restrictive legend.


 






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(c)          Fractional
Warrants. The Company shall not be required to effect any registration of transfer or exchange which will result in the issuance
of a warrant certificate for a fraction of a warrant.


 


(d)          Service
Charges. No service charge shall be made for any exchange or registration of transfer of this Warrant.


 


6.            Redemption.



 


(a)          Redemption
Terms. Subject to Section 6(d) hereof, not less than all of the outstanding Additional Merger Warrants may be redeemed,
at the option of the Company, at any time while they are exercisable and prior to their expiration, at the office of the Company,
upon the notice referred to in Section 6(b), at the price of $.01 per Warrant (“Redemption Price”), provided
that the last sale price of the Common Stock has been at least $24.00 per share (subject to adjustment in accordance with Section
4 hereof), on each of twenty (20) trading days within any thirty (30) trading day period (“30-Day Trading Period”)
ending on the third business day prior to the date on which notice of redemption is given and provided further that there is a
current registration statement in effect with respect to the shares of Common Stock underlying the Additional Merger Warrants for
each day in the 30-Day Trading Period and continuing each day thereafter until the Redemption Date (defined below).


 


(b)          Date
Fixed for, and Notice of, Redemption. In the event the Company shall elect to redeem all of the Additional Merger Warrants,
the Company shall fix a date for the redemption (the “Redemption Date”). Notice of redemption shall be mailed
by first class mail, postage prepaid, by the Company not less than 30 days prior to the Redemption Date to the registered holders
of the Additional Merger Warrants to be redeemed at their last addresses as they shall appear on the registration books. Any notice
mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the registered holder
received such notice.


 


(c)          Exercise
After Notice of Redemption. This Warrant may be exercised, for cash (or on a “cashless basis” in accordance with
Section 3 of this Agreement) at any time after notice of redemption shall have been given by the Company pursuant to Section
6(a) hereof and prior to the Redemption Date. In the event the Company determines to require holders of the Additional Merger
Warrants to exercise their Warrants on a “cashless basis” pursuant to Section 3(a)(iii), the notice of redemption
will contain the information necessary to calculate the number of shares of Common Stock to be received upon exercise of the Additional
Merger Warrants, including the “Fair Market Value” in such case. On and after the Redemption Date, the record
holder of this Warrant shall have no further rights except to receive, upon surrender of this Warrant, the Redemption Price.


 




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(d)          Exclusion
of Certain Warrants. The Company understands that the redemption rights provided for by this Section 6 apply only to
outstanding Additional Merger Warrants. To the extent a person holds rights to purchase Additional Merger Warrants, such purchase
rights shall not be extinguished by redemption. However, once such purchase rights are exercised, the Company may redeem the Additional
Merger Warrants issued upon such exercise provided that the criteria for redemption is met.


 


7.            Other
Provisions Relating to Rights of Holder.


 


(a)          No
Rights as Shareholder. This Warrant does not entitle Holder to any of the rights of a shareholder of the Company, including,
without limitation, the right to receive dividends or other distributions; to exercise any preemptive rights; to vote at or receive
notice of the meetings of shareholders of the Company; or to vote or consent with respect to the election of directors of the Company
or any other matter.


 


(b)          Lost,
Stolen, Mutilated, or Destroyed Warrant. If this Warrant is lost, stolen, mutilated, or destroyed, the Company may on such
terms as to indemnity or otherwise as it may in its discretion impose (which shall, in the case of a mutilation, include the surrender
of this Warrant), issue a new warrant of like denomination, tenor, and date as this Warrant, and any such new warrant shall constitute
a substitute contractual obligation of the Company.


 


(c)          Reservation
of Shares of Common Stock. The Company shall at all times reserve and keep available a number of its authorized but unissued
shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Additional Merger Warrants. Except
and to the extent as waived or consented to by Holder, the Company shall not by any action, including, without limitation, amending
its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or
sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this
Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions
as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting
the generality of the foregoing, the Company will (i) not increase the par value of any shares of Common Stock above the amount
payable therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action as may be necessary
or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock upon
the exercise of this Warrant and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents
from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations
under this Warrant.


 


8.            Successors.
This Warrant and the rights evidenced hereby shall be binding upon and shall inure to the benefit of the parties hereto and the
successors of the Company and the successors and permitted assigns of the Holder. Such successors and/or permitted assigns of the
Holder shall be deemed to be a Holder for all purposes hereunder


 




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9.            Notice.
Any notice, statement or demand authorized by this Warrant to be given or made shall be sufficiently given when so delivered if
by hand or overnight delivery or if sent by certified mail or private courier service within five days after deposit of such notice,
postage prepaid, addressed (until another address is specified in writing by the Company or the Holder) as follows:


 


If to the Company:


 


1347 Capital Corp.


150 Pierce Road, 6th Floor


Itasca, Illinois 60143


Attn: Hassan R. Baqar


 


If to the Holder,
to the address set forth on the signature page hereof.


 


10.           Applicable
Law. The validity, interpretation, and performance of this Warrant shall be governed
in all respects by 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. Any action, proceeding or claim against it arising out of or
relating in any way to this Warrant shall be brought and enforced in the courts of the State of New York or the United States
District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be
exclusive. The parties hereto hereby waive any objection to such exclusive jurisdiction and that any of such courts represent
an inconvenient forum. Any such process or summons to be served upon any party hereto may be served by transmitting a copy thereof
by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section
9 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the parties hereto in any action,
proceeding or claim.


 


11.           Persons
Having Rights under this Agreement. This Warrant is for the sole benefit of the parties hereto and their respective successors
and, in the case of the Holder, permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any
other person any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of this Warrant.


 


12.           Counterparts.
This Warrant may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes
be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


13.           Effect
of Headings. The Section headings herein are for convenience only and are not part of this Warrant and shall not affect the
interpretation thereof.


 


14.           Amendments.
Any modification or amendment to this Warrant shall require the written consent of the Holder. Notwithstanding the foregoing, the
Company may lower the Warrant Price or extend the duration of the Exercise Period pursuant to Sections 3(a) and 3(b),
respectively, without the consent of Holder.


 




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15.           Severability.
This Warrant shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect
the validity or enforceability of this Warrant or of any other term or provision hereof. Furthermore, in lieu of any such invalid
or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Warrant a provision as
similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


[Signature Pages Follow]


 




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IN WITNESS WHEREOF, this
Agreement has been duly executed by the parties hereto as of the day and year first above written.


 


	 	1347 CAPITAL CORP.	 
	 	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 


 


	ACCEPTED AND AGREED, as	 
	of the date first written above	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 	 


 


	 	Address for notices:	 
	 	 	 
	 	 	 
	 	 	 


 




     


     


    

 


SUBSCRIPTION
FORM


 


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


 


TO:      1347 Capital Corp.


 


(1)          The undersigned
hereby elects to purchase _________________ shares of Common Stock of the Company pursuant to the terms of the attached Warrant
(only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer
taxes, if any.


 


(2)          Payment shall take
the form of (check applicable box):


 


 ̈          in
lawful money of the United States; or


 


 ̈          (if
permitted) the cancellation of such number of shares of Common Stock of the Company as is necessary, in accordance with the formula
set forth in Section 3(b), to exercise this Warrant with respect to the maximum number of shares of Common Stock of the Company
purchasable pursuant to the cashless exercise procedure set forth in Section 3(b).


 


(3)          Please issue a
certificate or certificates representing such shares of Common Stock of the Company in the name of the undersigned or in such other
name as is specified below:


 


 


	(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, that a new Warrant 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)