INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 25th, 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 AEGIS CAPITAL CORP. as RepresentativeUnderwriting Agreement • October 25th, 2011 • Selway Capital Acquisition Corp. • Blank checks • New York
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • October 25th, 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 • October 25th, 2011 • Selway Capital Acquisition Corp. • Blank checks • New York
THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF: (I) 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 THE DATE OF THE PROSPECTUS]. VOID AFTER 5:00 P.M. EASTERN TIME, THE EARLIER OF (I) ___________________ [DATE THAT IS FIVE YEARS FROM THE DATE OF EFFECTIVENESS OF THE PROSPECTUS], OR THE DATE IN WHICH THIS PURCHASE OPTION IN ACCORDANCE IS REDEEMED IN ACCORDANCE 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 • October 25th, 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 • October 25th, 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”).
