INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 22nd, 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”).
UNDERWRITING AGREEMENT between SELWAY CAPITAL ACQUISITION CORPORATION and RODMAN & RENSHAW, LLC as RepresentativeUnderwriting Agreement • June 22nd, 2011 • Selway Capital Acquisition Corp. • Blank checks • New York
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • June 22nd, 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, LLC, as escrow agent (the “Escrow Agent”).
Form of Representative’s Purchase Option AgreementPurchase Option Agreement • June 22nd, 2011 • Selway Capital Acquisition Corp. • Blank checks • New York
THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF: (I) THIRTY DAYS AFTER THE CONSUMMATION OF AN ACQUISITION TRANSACTION, POST-ACQUISITION TRANSACTION OR POST-ACQUISITION AUTOMATIC TRUST LIQUIDATION (AS SUCH TERMS ARE DEFINED IN THE UNDERWRITING AGREEMENT, AS DEFINED HEREIN), AS THE CASE MAY BE, OR (II) ___________ ________________ [DATE THAT IS ONE YEAR FROM DATE OF PROSPECTUS]. VOID AFTER 5:00 P.M. EASTERN TIME, THE EARLIER OF (I) ___________________ [DATE THAT IS FIVE YEARS THE FROM DATE OF THE PROSPECTUS], OR THE DATE IN WHICH THIS PURCHASE OPTION IN ACCORDANCE IS REDEEMED IN ACCORDNACE WITH THE TERMS HEREOF.
WARRANT AGREEMENT SELWAY CAPITAL ACQUISITION CORPORATION and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Warrant Agent Dated as of [●], 2011Warrant Agreement • June 22nd, 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, LLC, a limited liability trust company, as Warrant Agent (the “Warrant Agent”).
PLACEMENT WARRANT PURCHASE AGREEMENTPlacement Warrant Purchase Agreement • June 22nd, 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 CERTIFICATEWarrant Agreement • June 22nd, 2011 • Selway Capital Acquisition Corp. • 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.
Selway Capital Acquisition CorporationAdministrative Services Agreement • June 22nd, 2011 • Selway Capital Acquisition Corp. • 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 earlier of the distribution or liquidation of the trust account to the Company’s then public shareholders (as described in the Registration Statement) or 18 months following the Effective Date of 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.
