RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENT

Exhibit 10.11

RIGHT OF FIRST REFUSAL AND

CORPORATE OPPORTUNITIES AGREEMENT

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”).

RECITALS

WHEREAS, Kingsway is an affiliate of the Sponsor;

WHEREAS, the Company will be attempting to consummate a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination involving the Company and one or more businesses or entities (a “Business Transaction”);

WHEREAS, Kingsway may also be seeking investment opportunities which may be a part of, in connection with or deemed a Business Transaction; and

WHEREAS, the Company and Kingsway each believes it is in their best interests to clarify any potential Business Transaction and investment opportunities for which each party shall have the right of first refusal.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

For the term specified in Section 2 of this Agreement and subject to subsections (b), (c) and (d) of this Section 1, Kingsway hereby grants to the Company a right of first refusal as follows:

(a) Kingsway shall not enter into any agreement to acquire 50% or more of the outstanding voting securities of any company or business in the insurance sector whose fair market value is at least equal to 80% of the balance in the trust account that holds the proceeds of the Company’s initial public offering (less the deferred underwriting fees and taxes payable) at such time, without first presenting such suitable opportunity to a committee of the Company’s independent directors, and will not enter into any such agreement until a majority of the Company’s independent directors determine, within the time frame and in the manner specified below, not to pursue such Business Transaction opportunity.

(b) After review of any potential Business Transaction or investment opportunity, the Company, upon direction from a majority of the Company’s independent directors, may release the right of first refusal set forth in this Section 1(a) with respect to such Business Transaction or suitable opportunity.

(c) Kingsway shall provide written notice to the Company of any such suitable opportunity brought to its attention by its current partners, principals, directors, officers or employees within ten (10) business days of its identification of such suitable opportunity. Any right of first refusal granted shall expire forty-five (45) days from the date of the written notice unless earlier released pursuant to Section 1(c), provided that, during such forty-five (45)-day period, the Company has failed to commence discussions with any third party regarding the specified Business Transaction or suitable opportunity.

To the Company:

1347 Capital Corp.

150 Pierce Road, 6th Floor

Itasca, IL 60143

Attn: Hassan R. Baqar, Chief Financial Officer and Secretary

with copies to (which shall not constitute notice):

McDermott Will & Emery LLP

340 Madison Avenue

New York, New York 10173-1922

Attention: Joel L. Rubinstein

If to Kingsway:

Kingsway Financial Services, Inc.

150 Pierce Road, 6th Floor

Itasca, IL 60143

Attn: Hassan R. Baqar, Vice President

All notices, statements or other documents which are required or contemplated by this Agreement shall be: (i) in writing and delivered personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to the address designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address or fax number as may be designated in writing by such party and (iii) by electronic mail, to the electronic mail address most recently provided to such party or such other electronic mail address as may be designated in writing by such party. Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt of written confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by mail.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed this Right of First Refusal and Corporate Opportunities Agreement as of the date first specified above.

[Signature Page to Right of First Refusal and Corporate Opportunities Agreement]