4,000,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • July 21st, 2014 • 1347 Capital Corp • Blank checks • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 21st, 2014 • 1347 Capital Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of July 15, 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”).
RIGHTS AGREEMENTRights Agreement • July 21st, 2014 • 1347 Capital Corp • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of July 15, 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 • July 21st, 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”) .
July 15, 2014Underwriting Agreement • July 21st, 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 • July 21st, 2014 • 1347 Capital Corp • Blank checks • Delaware
THIS PRIVATE UNITS PURCHASE AGREEMENT, dated as of July 15, 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”).
July 15, 2014Underwriting Agreement • July 21st, 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.
WARRANT AGREEMENTWarrant Agreement • July 21st, 2014 • 1347 Capital Corp • Blank checks • New York
This Warrant Agreement (this “Agreement”) is made as of July 15, 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”).
15 EXERCISE PRICE SPONSOR WARRANTS PURCHASE AGREEMENTPrice Sponsor Warrants Purchase Agreement • July 21st, 2014 • 1347 Capital Corp • Blank checks • Delaware
THIS $15 EXERCISE PRICE SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of July 15, 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 • July 21st, 2014 • 1347 Capital Corp • Blank checks • New York
This STOCK ESCROW AGREEMENT, dated as of July 15, 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 21st, 2014 • 1347 Capital Corp • Blank checks • New York
This Agreement is made as of July 15, 2014 by and between 1347 Capital Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
