Exhibit 10.3(g)


 


	 	July 15, 2014


1347 Capital Corp.


150 Pierce Road, 6th Floor


Itasca, IL 60143


 


EarlyBirdCapital, Inc.


275 Madison Avenue, 27th Floor


New York, New York 10016


 


	 	Re:	Initial Public Offering


 


Gentlemen:


 


This letter is being
delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered
into by and between 1347 Capital Corp., a Delaware corporation (the “Company”), and EarlyBirdCapital,
Inc., as Representative (the “Representative”) of the several Underwriters named in Schedule I thereto
(the “Underwriters”), relating to an underwritten initial public offering (the “IPO”)
of the Company’s units (the “Units”), each comprised of one share of the Company’s common
stock, par value $0.0001 per share (the “Common Stock”), one right (“Right”)
to receive one-tenth of one share of Common Stock upon consummation of the Company’s initial Business Combination, and one
warrant to purchase one-half of one share of Common Stock (“Warrant”). Certain capitalized terms used
herein are defined in paragraph 14 hereof.


 


In order to induce the
Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the IPO, and in recognition of the benefit
that such IPO will confer upon the undersigned as a stockholder of the Company, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees with the Company as follows:


 


		1.	If the Company solicits approval of its stockholders
of a Business Combination, the undersigned will vote all shares of Common Stock beneficially owned by him, her or it, whether
acquired before, in or after the IPO, in favor of such Business Combination.



 


		2.	(a) In the event that the Company fails to consummate
a Business Combination within 18 months from the closing of the Company’s IPO (or within 24 months if the Company has entered
into a letter of intent or definitive agreement with a target business for a Business Combination within 18 months from the closing
but such Business Combination has not yet been consummated within such 18-month period), the undersigned shall take all reasonable
steps to (i) cause the Company to cease all operations except for the purpose of winding up, (ii) as promptly as possible, but
no more than ten business days after the expiration of such period, redeem 100% of the outstanding IPO Shares for a pro rata portion
of the funds held in the Trust Account and (iii) as promptly as reasonably possible following such redemption, subject to the
approval of the Company’s remaining holders of Common Stock and the Board of Directors, cause the Company to dissolve and
liquidate, subject (in the case of (ii) and (iii) above) to the Company’s obligations under Delaware law to provide for
claims of creditors and the requirements of other applicable law.



 


			(b) The undersigned hereby waives (i) any and all right, title, interest or claim of any kind
                                                                             in or to any funds in the Trust Account with respect to his, her or its Insider Shares and shares of Common Stock included in
                                                                             the Private Units if the Company fails to consummate a Business Combination within the requisite time period or (ii) their
                                                                             conversion rights with respect to shares of Common Stock held by him her or it in connection with the completion of a
                                                                             Business Combination. The undersigned acknowledges and agrees that there will be no distribution from the Trust Account with
                                                                             respect to any Rights or Warrants held by the undersigned, all of which will terminate on the Company’s
                                                                             liquidation.



 


		3.	The undersigned will escrow all of his, her or its Insider
Shares pursuant to the terms of a Stock Escrow Agreement which the Company will enter into with the undersigned and an escrow
agent acceptable to the Company.



 




    	 



    	 



    

 


		4.	The undersigned acknowledges and agrees that prior to
entering into a Business Combination with a target business that is affiliated with any Insiders of the Company or their Affiliates,
such transaction must be approved by a majority of the Company’s disinterested independent directors and the Company must
obtain an opinion from an independent investment banking firm that such Business Combination is fair to the Company’s unaffiliated
stockholders from a financial point of view.



 


		5.	Neither the undersigned, any member of the immediate
family of the undersigned, nor any Affiliate of the undersigned will be entitled to receive and will not accept any fees, reimbursements
or other cash payments prior to, or for services rendered in order to effectuate, the consummation of the Business Combination;
provided that the Company shall be allowed (i) to repay at the consummation of a Business Combination a non-interest bearing
loan in an aggregate amount of $125,000 made to the Company by 1347 Investors LLC to cover the IPO expenses, (ii) to pay $10,000
per month to 1347 Capital LLC for office space and related services, subject to adjustment as described in the Registration Statement,
(iii) to repay working capital loans made to the Company upon consummation of a Business Combination or, at the discretion of
the lender, with respect to up to an aggregate of $500,000 of working capital loans from all lenders, by converting such loans
into Private Units at a price of $10.00 per unit, as more fully described in the Registration Statement, and (iv) reimburse the
undersigned and any Affiliate of the undersigned for their out-of-pocket expenses incurred in connection with identifying, investigating
and consummating a Business Combination.



 


		6.	Neither the undersigned, any member of the immediate
family of the undersigned, nor any Affiliate of the undersigned will be entitled to receive or accept a finder’s fee or
any other compensation in the event the undersigned, any member of the immediate family of the undersigned or any Affiliate of
the undersigned originates a Business Combination.



 


		7.	The undersigned agrees to serve as a director of the
Company until the earlier of the consummation by the Company of a Business Combination or the liquidation of the Company. The
undersigned’s biographical information previously furnished to the Company and the Representative is true and accurate in
all material respects, does not omit any material information with respect to the undersigned’s biography and contains all
of the information required to be disclosed pursuant to Item 401 of Regulation S-K, promulgated under the Securities Act of 1933.
The undersigned’s FINRA Questionnaire and Regulation D Compliance Certification previously furnished to the Company and
the Representative are true and accurate in all material respects.



 


		8.	The undersigned has full right and power, without violating
any agreement by which he, she or it is bound, to enter into this letter agreement and to serve as a director of the Company.



 


		9.	The undersigned hereby waives his, her or its right to
exercise conversion rights with respect to any shares of Common Stock owned or to be owned by the undersigned, directly or indirectly,
whether purchased by the undersigned prior to the IPO, in the IPO or in the aftermarket, and agrees that he will not seek conversion
with respect to, or otherwise sell, such shares in connection with any vote to approve a Business Combination with respect thereto.



 


		10.	The undersigned hereby agrees to not propose, or vote
in favor of, an amendment to Article Sixth of the Company’s Amended and Restated Certificate of Incorporation that would
affect the substance or timing of the Company’s obligation to redeem 100% of the IPO Shares if the Company does not complete
a Business Combination within the requisite time period, unless the Company provides its public stockholders with the opportunity
to redeem their IPO Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount
then on deposit in the Trust Account, including interest earned on the funds held therein and not previously released to the Company
to pay its franchise and income taxes, divided by the number of then outstanding IPO Shares.



 


		11.	This letter 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. The undersigned hereby (i) agrees that any action,
proceeding or claim against him, her or it arising out of or relating in any way to this letter agreement (a “Proceeding”)
shall be brought and enforced in the courts of the State of New York of the United States of America for the Southern District
of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive, and (ii) waives any objection
to such exclusive jurisdiction and that such courts represent an inconvenient forum.



 




    	 



    	 



    







 





		12.	As used herein, (i) “Affiliate”
shall have the meaning given to such term in Rule 405 under the Securities Act of 1933, as amended, (ii) a “Business
Combination” shall mean a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization
or other similar business combination with one or more businesses or entities; (iii) “Insiders” shall
mean all officers, directors and stockholders of the Company immediately prior to the IPO; (iv) “Insider Shares”
shall mean all of the shares of Common Stock of the Company acquired by an Insider prior to the IPO; (v) “IPO Shares”
shall mean the shares of Common Stock issued in the Company’s IPO; (vi) “Private Units” shall
mean (x) the Units purchased in the private placement taking place simultaneously with the consummation of the Company’s
IPO, (y) the additional Units that will be purchased in a private placement upon the full or partial exercise of the underwriter’s
over-allotment option for the Company’s IPO and (z) Units issued upon conversion of up to $500,000 in working capital loans
made to the Company by the Insiders; (vii) “Registration Statement” means the registration statement
on Form S-1 filed by the Company with respect to the IPO; and (viii) “Trust Account” shall mean the
trust account into which a portion of the net proceeds of the Company’s IPO will be deposited.



 


		13.	Any notice, consent or request to be given in connection
with any of the terms or provisions of this letter 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 facsimile transmission.



 


		14.	No party hereto may assign either this letter agreement
or any of its rights, interests, or obligations hereunder without the prior written consent of the other party. Any purported
assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest
or title to the purported assignee. This letter agreement shall be binding on the parties hereto and any successors and assigns
thereof.



 


		15.	The undersigned acknowledges and understands that the
Underwriters and the Company will rely upon the agreements, representations and warranties set forth herein in proceeding with
the IPO.














 




    	 



    	 



    

 


	 	Sincerely,
	 	 	 
	 	By:	/s/ John T. Fitzgerald
	 	 	John T. Fitzgerald


 


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


 


[Signature page to Letter Agreement]