Exhibit 10.1


 


AMENDED AND RESTATED
PROMISSORY NOTE


 


Not to Exceed $125,000


 


This Amended and Restated
Promissory Note (as further amended, supplemented or otherwise modified, this “Note”), dated as of April 18, 2014,
amends and restates in its entirety that certain Promissory Note (the “Original Note”) issued on April 17, 2014 pursuant
to which 1347 Capital Corp., a Delaware corporation (“Maker” or the “Company”), whose address is 150 Pierce
Road, 6th Floor, Itasca, IL 60143, unconditionally promised to pay to the order of 1347 Investors LLC, a Delaware limited liability
company (“Payee”), the sum of ONE HUNDRED TWENTY-FIVE THOUSAND DOLLARS ($125,000) or such lesser amount as shall have
been advanced by Payee to Maker and shall remain unpaid under the Original Note, in legal and lawful money of the United States
of America.


 


FOR VALUE RECEIVED,
the Company hereby unconditionally promises to pay to the order of Payee, at Payee’s office at 150 Pierce Road, 6th Floor,
Itasca, IL 60143 (or such other address specified by Payee to Maker), the sum of ONE HUNDRED TWENTY-FIVE THOUSAND DOLLARS ($125,000)
or such lesser amount as shall have been advanced by Payee to Maker and shall remain unpaid under this Note, in legal and lawful
money of the United States of America.


 


Payee may make advances
to Maker from time to time under this Note; provided, however, that notwithstanding anything to the contrary herein, at no time
shall the aggregate of all advances and readvances outstanding under this Note exceed $125,000.


 


This is a non-interest
bearing Note.


 


The entire unpaid principal
balance of this Note shall be due and payable no later than the date of the consummation of an initial business combination by
the Company.


 


If payment of this
Note or any installment of this Note is not made when due, the entire indebtedness hereunder, at the option of Payee, shall immediately
become due and payable, and Payee shall be entitled to pursue any or all remedies to which Payee is entitled hereunder, or at law
or in equity.


 


This Note may be prepaid,
in whole or in part, without penalty. This Note may not be changed, amended or modified, except in a writing expressly intended
for such purpose and executed by the party against whom enforcement of the change, amendment or modification is sought. The loan
evidenced by this Note is made solely for business purposes and is not for personal, family, household or agricultural purposes.


 


EXCEPT TO THE EXTENT
THAT THE LAWS OF THE UNITED STATES MAY APPLY TO THE TERMS HEREOF, THE SUBSTANTIVE LAWS OF THE STATE OF DELAWARE SHALL GOVERN THE
VALIDITY, CONSTRUCTION, ENFORCEMENT AND INTERPRETATION OF THIS NOTE.


 




    	 



    	 



    

 


Service of any notice
by Maker to Payee or by Payee to Maker, shall be mailed, postage prepaid by certified United States mail, return receipt requested,
at the address for such party set forth in this Note, or at such subsequent address provided to the other party hereto in the manner
set forth in this paragraph for all notices. Any such notice shall be deemed given three (3) days after deposit thereof in an official
depository under the care and custody of the United States Postal Service.


 


Should the indebtedness
represented by this Note or any part thereof be collected at law or in equity or through any bankruptcy, receivership, probate
or other court proceedings, or if this Note is placed in the hands of attorneys for collection after default, the undersigned and
all endorsers, guarantors and sureties of this Note jointly and severally agree to pay to the holder of this Note, in addition
to the principal and interest due and payable hereon, reasonable attorneys’ and collection fees.


 


The undersigned and
all endorsers, guarantors and sureties of this Note and all other persons liable or to become liable on this Note severally waive
presentment for payment, demand, notice of demand and of dishonor and nonpayment of this Note, notice of intention to accelerate
the maturity of this Note, notice of acceleration, protest and notice of protest, diligence in collecting, and the bringing of
suit against any other party, and agree to all renewals, extensions, modifications, partial payments, releases or substitutions
of security, in whole or in part, with or without notice, before or after maturity.


 


The undersigned hereby
expressly and unconditionally waives, in connection with any suit, action or proceeding brought by the payee on this Note, any
and every right it may have to (i) injunctive relief, (ii) a trial by jury, (iii) interpose any counterclaim therein and (iv) have
the same consolidated with any other or separate suit, action or proceeding. Nothing herein contained shall prevent or prohibit
the undersigned from instituting or maintaining a separate action against Payee with respect to any asserted claim.


 


This Note represents
the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements
of the parties.


 


[Signature page follows]


 




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EXECUTED AND AGREED
as of the date first above written.


 


	 	1347 CAPITAL CORP.,
	 	a Delaware corporation


 


	 	By:	/s/ Hassan R. Baqar	 
	 	 	Name: Hassan R. Baqar
	 	 	Title:   Chief Financial Officer and Secretary


 


[Signature Page to Amended and Restated
Promissory Note Issued by 1347 Capital Corp. to 1347 Investors LLC]