REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 28th, 2011 • Selway Capital Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the __ day of ______, 2011, by and among Selway Capital Acquisition Corporation, a Delaware corporation (the “Company”), and Selway Capital Holdings LLC (the “Investor”).
UNDERWRITING AGREEMENT between SELWAY CAPITAL ACQUISITION CORPORATION and RODMAN & RENSHAW, LLC as RepresentativeUnderwriting Agreement • April 28th, 2011 • Selway Capital Acquisition Corp. • Blank checks • New York
The undersigned, Selway Capital Acquisition Corporation, a Delaware corporation (the “Company”), hereby confirms its agreement with Rodman & Renshaw, LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • April 28th, 2011 • Selway Capital Acquisition Corp. • Blank checks • New York
SECURITIES ESCROW AGREEMENT, dated as of __________, 2011 (“Agreement”) by and among Selway Capital Acquisition Corporation, a Delaware corporation (“Company”), Selway Capital Holdings, LLC (the “Initial Shareholder”) and American Stock Transfer & Trust Company as escrow agent (the “Escrow Agent”).
WARRANT AGREEMENT SELWAY CAPITAL ACQUISITION CORPORATION and AMERICAN STOCK TRANSFER & TRUST COMPANY, as Warrant Agent Dated as of [●], 2011Warrant Agreement • April 28th, 2011 • Selway Capital Acquisition Corp. • Blank checks
This Warrant Agreement (this “Agreement”) is made as of [●], 2011 between Selway Capital Acquisition Corporation, a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, a [_____], as Warrant Agent (the “Warrant Agent”).
PLACEMENT WARRANT PURCHASE AGREEMENTPlacement Warrant Purchase Agreement • April 28th, 2011 • Selway Capital Acquisition Corp. • Blank checks • New York
PLACEMENT WARRANT PURCHASE AGREEMENT (this “Agreement”) made as of this ___ day of _____, 2011 among Selway Capital Acquisition Corporation, a Delaware corporation (the “Company”), and Selway Capital Holdings, LLC (the “Purchaser”).
SPECIMEN WARRANT CERTIFICATESelway Capital Acquisition Corp. • April 28th, 2011 • Blank checks
This Warrant Certificate certifies that ________________________, or registered assigns, is the registered holder of __________ warrants (the “Warrants”) to purchase shares of common stock, $0.0001 par value (the “Common Stock”), of Selway Capital Acquisition Corporation, a Delaware corporation (the “Company”). Each Warrant entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from the Company that number of fully paid and nonassessable shares of Common Stock (each, a “Warrant Share”) as set forth below at the exercise price (the “Exercise Price”) as determined pursuant to the Warrant Agreement payable in lawful money of the United States of America upon surrender of this Warrant Certificate and payment of the Exercise Price at the office or agency of the Warrant Agent, but only subject to the conditions set forth herein and in the Warrant Agreement.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 28th, 2011 • Selway Capital Acquisition Corp. • Blank checks • New York
This Agreement is made as of _________, 2011 by and between Selway Capital Acquisition Corporation (the “Company”) and American Stock Transfer & Trust Company, LLC, as trustee (the “Trustee”).
Selway Capital Acquisition CorporationSelway Capital Acquisition Corp. • April 28th, 2011 • Blank checks
This letter will confirm our agreement that commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) relating to the initial public offering of the securities of Selway Capital Acquisition Corporation (the “Company”) and continuing until the consummation by the Company of a business combination or the distribution of the trust account to the Company’s then public shareholders (as described in the Registration Statement), Selway Capital LLC (the “Firm”) shall make available to the Company certain general and administrative services, including the use of office space, utilities and secretarial support, as may be required by the Company from time to time, at 74 Grand Avenue, 2nd Floor, Englewood, NJ 07631 (or any successor location). In exchange therefor, the Company shall pay the Firm at the rate of $5,000 per month.
THE REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL,...Selway Capital Acquisition Corp. • April 28th, 2011 • Blank checks • New York
THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF (1) THE CONSUMMATION BY SELWAY CAPITAL ACQUISITON CORPORATION (THE “COMPANY”) OF A MERGER, STOCK EXCHANGE, ASSET ACQUISITION, STOCK PURCHASE OR SIMILAR ACQUISITION TRANSACTION WITH ONE OR MORE OPERATING BUSINESSES (“ACQUISITION TRANSACTION”) (AS DESCRIBED MORE FULLY IN THE COMPANY’S REGSITRATION STATEMENT) OR AN ISSUER TENDER OFFER FOLLOWING AND ACQUISITION TRANSACTION PURSUANT TO THE COMPANYS AMENDED AND RESTATED ARTICLES OF INCORPORATION (“POST-ACQUSITION TENDER OFFER”) AND (2) [__________], 2012 [ONE YEAR FROM THE EFFECTIVE DATE OF THE COMPANY’S REGISTRATION STATEMENT], AND SHALL BE VOID AFTER 5:00 P.M. EASTERN TIME, [__________], 2016 [FIVE YEARS FROM THE EFFECTIVE DATE OF THE COMPANY’S REGISTRATION STATEMENT] OR EARLIER AS DESECRIBED BELOW.
