4,000,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • June 30th, 2014 • 1347 Capital Corp • Blank checks • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 30th, 2014 • 1347 Capital Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [_____________], 2014, by and among 1347 Capital Corp., a Delaware corporation (the “Company”), and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and, collectively, the “Investors”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • June 30th, 2014 • 1347 Capital Corp • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [____________], 2014, by and between 1347 CAPITAL CORP., a Delaware corporation (the “Company”), and [_____________] (“Indemnitee”).
RIGHTS AGREEMENTRights Agreement • June 30th, 2014 • 1347 Capital Corp • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of [__________], 2014 between 1347 Capital Corp., a Delaware corporation, with offices at 150 Pierce Road, 6th Floor, Itasca, IL 60143 (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (the “Right Agent”).
EARLYBIRDCAPITAL, INC. New York, New York 100161347 Capital Corp • June 30th, 2014 • Blank checks • New York
This is to confirm our agreement whereby 1347 Capital Corp., a Delaware corporation (“Company”), has requested EarlyBirdCapital, Inc. (the “Advisor”) to assist it in connection with the Company consummating a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-195695) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”) .
WARRANT AGREEMENTWarrant Agreement • June 30th, 2014 • 1347 Capital Corp • Blank checks • New York
This Warrant Agreement (this “Agreement”) is made as of [_________], 2014 between 1347 Capital Corp., a Delaware corporation, with offices at 150 Pierce Road, 6th Floor, Itasca, IL 60143 (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (the “Warrant Agent”).
Itasca, IL 60143 EarlyBirdCapital, Inc. New York, New York 10016Underwriting Agreement • June 30th, 2014 • 1347 Capital Corp • Blank checks • New York
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.
PRIVATE UNITS PURCHASE AGREEMENTPrivate Units Purchase Agreement • June 30th, 2014 • 1347 Capital Corp • Blank checks • Delaware
THIS PRIVATE UNITS PURCHASE AGREEMENT, dated as of [_____], 2014 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between 1347 Capital Corp., a Delaware corporation (the “Company”), and 1347 Investors LLC, a Delaware limited liability company (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 30th, 2014 • 1347 Capital Corp • Blank checks • New York
This Agreement is made as of [_____], 2014 by and between 1347 Capital Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
15 EXERCISE PRICE SPONSOR WARRANTS PURCHASE AGREEMENTPrice Sponsor Warrants Purchase Agreement • June 30th, 2014 • 1347 Capital Corp • Blank checks • Delaware
THIS $15 EXERCISE PRICE SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of [_____], 2014 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between 1347 Capital Corp., a Delaware corporation (the “Company”), and 1347 Investors LLC, a Delaware limited liability company (the “Purchaser”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • June 30th, 2014 • 1347 Capital Corp • Blank checks • New York
This STOCK ESCROW AGREEMENT, dated as of [__________], 2014 (this “Agreement”), is made by and among 1347 CAPITAL CORP., a Delaware corporation (“Company”), 1347 INVESTORS LLC, a Delaware limited liability company (the “Initial Stockholder”), and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENTRight of First Refusal And • June 30th, 2014 • 1347 Capital Corp • Blank checks • New York
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”).
