REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS
AGREEMENT (this “Agreement”) is entered into as of the 7th day of November, 2011, by and among Selway Capital
Acquisition Corporation, a Delaware corporation (the “Company”), and Selway Capital Holdings LLC (the “Investor”).


 


WHEREAS, the Investor
currently holds all of the issued and outstanding securities of the Company; and


 


WHEREAS, the Investor
and the Company desire to enter into this Agreement to provide the Investor with certain rights relating to the registration of
Common Stock (as defined below) it owns, and the Insider Securities (as defined below) and the Common Stock it may acquire upon
exercise of the Insider Securities;


 


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:


 


1.           DEFINITIONS.  The
following capitalized terms used herein have the following meanings:


 


“Agreement”
means this Agreement, as amended, restated, supplemented, or otherwise modified from time to time.


 


“Commission”
means the Securities and Exchange Commission, or any other federal agency then administering the Securities Act or the Exchange
Act.


 


“Common Stock”
shall mean all series of common stock of the Company, par value $0.0001 per share, including the Series C Shares of Common Stock
acquired by the Investor on February 23, 2011.


 


“Company”
is defined in the preamble to this Agreement.


 


“Demand Registration”
is defined in Section 2.1.1.


 


“Demanding Holder”
is defined in Section 2.1.1.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder,
all as the same shall be in effect at the time.


 


“Form S-3”
is defined in Section 2.3.


 


“Indemnified
Party” is defined in Section 4.3.


 


“Indemnifying
Party” is defined in Section 4.3.


 


“Insider Securities”
means the warrants owned by the Investor prior to the Company’s initial public offering.


 


“Investor”
is defined in the preamble to this Agreement.


 


“Investor Indemnified
Party” is defined in Section 4.1.


 



    	 



    	 



    

 


“Maximum Number
of Shares” is defined in Section 2.1.4.


 


“Notices”
is defined in Section 6.3.


 


“Piggy-Back Registration”
is defined in Section 2.2.1.


 


“Register,”
“registered” and “registration” mean a registration effected by preparing and filing a registration statement
or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated
thereunder, and such registration statement becoming effective.


 


“Registrable
Securities” means (i) all of the Common Stock owned or held by the Investor prior to the consummation of the Company’s
initial public offering and (ii) all of the Insider Securities (and underlying Common Stock) owned or held by the Investor upon
consummation of the Company’s initial public offering.  Registrable Securities includes any warrants, Common Stock
or other securities of the Company issued as a dividend or other distribution with respect to or in exchange for or in replacement
of such Common Stock.  As to any particular Registrable Securities, such securities shall cease to be Registrable Securities
when: (a) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities
Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement;
(b) such securities shall have been otherwise transferred, new certificates for them not bearing a legend restricting further transfer
shall have been delivered by the Company and subsequent public distribution of them shall not require registration under the Securities
Act; (c) such securities shall have ceased to be outstanding, or (d) the Registrable Securities are salable without volume restrictions
pursuant to Rule 144 in the opinion of counsel to the Company.


 


“Registration
Statement” means a registration statement filed by the Company with the Commission in compliance with the Securities Act
and the rules and regulations promulgated thereunder for a public offering and sale of securities of the Company (other than a
registration statement on Form S-4 or Form S-8, or their successors, or any registration statement covering only securities proposed
to be issued in exchange for securities or assets of another entity).


 


“Release Date”
means the earliest date on which any of the Common Stock or Insider Securities may be disbursed from escrow pursuant to that certain
Securities Escrow Agreement dated as of November 7, 2011 by and among the parties hereto and American Stock Transfer & Trust
Company, as escrow agent.


 


“Repurchase Right”
is defined in Section 6.10.1.


 


“Securities Act”
means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder, all as the
same shall be in effect at the time.


 


“Underwriter”
means a securities dealer who purchases any Registrable Securities as principal in an underwritten offering and not as part of
such dealer’s market-making activities.


 



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2.           REGISTRATION RIGHTS.


 


2.1         Demand
Registration.


 


2.1.1        Request
for Registration.  At any time and from time to time on or after the date that is (i) after the Company consummates
a business combination with respect to the Insider Securities (or underlying Common Stock) or (ii)  three months prior
to the Release Date with respect to all Registrable Securities (to the extent not previously registered by the Company pursuant
to the preceding subclause (i)), the holders of not less than a majority of the Insider Securities or other Registrable Securities,
as the case may be, held by the Investor or the transferee(s) of the Investor, may make a written demand for registration under
the Securities Act of all or part of their Registrable Securities (a “Demand Registration”).  Any demand
for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s)
of distribution thereof.  The Company will notify all holders of Registrable Securities of the demand, and each holder
of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration
(each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify
the Company within fifteen (15) days after the receipt by the holder of the notice from the Company.  Upon any such request,
the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section
2.1.4 and the provisos set forth in Section 3.1.1.  The Company shall not be obligated to effect more than an aggregate
of two (2) Demand Registrations under this Section 2.1.1 in respect of Registrable Securities.


 


2.1.2        Effective
Registration.  A registration will not count as a Demand Registration until the Registration Statement filed with
the Commission with respect to such Demand Registration has been declared effective and the Company has complied with all of its
obligations under this Agreement with respect thereto; provided, however, that if, after such Registration Statement has been declared
effective, the offering of Registrable Securities pursuant to a Demand Registration is interfered with by any stop order or injunction
of the Commission or any other governmental agency or court, the Registration Statement with respect to such Demand Registration
will be deemed not to have been declared effective, unless and until, (i) such stop order or injunction is removed, rescinded or
otherwise terminated, and (ii) a majority-in-interest of the Demanding Holders thereafter elect to continue the offering; provided,
further, that the Company shall not be obligated to file a second Registration Statement until a Registration Statement that has
been filed is counted as a Demand Registration or is terminated or withdrawn.


 


2.1.3         Underwritten
Offering.  If not less than a majority interest of the Demanding Holders so elect and such holders so advise the
Company as part of their written demand for a Demand Registration, the offering of such Registrable Securities pursuant to such
Demand Registration shall be in the form of an underwritten offering.  In such event, the right of any holder to include
its Registrable Securities in such registration shall be conditioned upon such holder’s participation in such underwriting
and the inclusion of such holder’s Registrable Securities in the underwriting to the extent provided herein.  All
Demanding Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement
in customary form with the Underwriter or Underwriters selected for such underwriting by a majority-in-interest of the holders
initiating the Demand Registration.


 


2.1.4        Reduction
of Offering.  If the managing Underwriter or Underwriters for a Demand Registration that is to be an underwritten
offering advises the Company and the Demanding Holders in writing that the dollar amount or number of shares of Registrable Securities
which the Demanding Holders desire to sell, taken together with all other Common Stock or other securities which the Company desires
to sell and the Common Stock, if any, as to which registration has been requested pursuant to written contractual piggy-back registration
rights held by other shareholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of shares
that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method,
or the probability of success of such offering (such maximum dollar amount or maximum number of shares, as applicable, the “Maximum
Number of Shares”), then the Company shall include in such registration: (i) first, the Registrable Securities as to which
Demand Registration has been requested by the Demanding Holders (pro rata in accordance with the number of shares of Registrable
Securities which such Demanding Holder has requested be included in such registration, regardless of the number of shares of Registrable
Securities held by each Demanding Holder) that can be sold without exceeding the Maximum Number of Shares; (ii) second, to the
extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), the Common Stock or other securities
that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (iii) third, to the extent that
the Maximum Number of Shares has not been reached under the foregoing clauses (i) and (ii), the Common Stock for the account of
other persons that the Company is obligated to register pursuant to written contractual arrangements with such persons and that
can be sold without exceeding the Maximum Number of Shares; and (v) fourth, to the extent that the Maximum Number of Shares have
not been reached under the foregoing clauses (i), (ii), and (iii), the Common Stock that other shareholders desire to sell that
can be sold without exceeding the Maximum Number of Shares.


 



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2.1.5        Withdrawal.  If
a majority-in-interest of the Demanding Holders disapprove of the terms of any underwriting or are not entitled to include all
of their Registrable Securities in any offering, such majority-in-interest of the Demanding Holders may elect to withdraw from
such offering by giving written notice to the Company and the Underwriter or Underwriters of their request to withdraw prior to
the effectiveness of the Registration Statement filed with the Commission with respect to such Demand Registration.  If
the majority-in-interest of the Demanding Holders withdraws from a proposed offering relating to a Demand Registration, then such
registration shall not count as a Demand Registration.


 


2.2         Piggy-Back
Registration.


 


2.2.1        Piggy-Back
Rights.  If at any time on or after the Release Date the Company proposes to file a Registration Statement under
the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable
for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account
(or by the Company and by shareholders of the Company including, without limitation, pursuant to Section 2.1), other than a Registration
Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering
of securities solely to the Company’s existing shareholders, (iii) for an offering of debt that is convertible into equity
securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall (x) give written notice of such proposed
filing to the holders of Registrable Securities as soon as practicable but in no event less than ten (10) days before the anticipated
filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s)
of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, of the offering, and (y) offer to the
holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities
as such holders may request in writing within five (5) days following receipt of such notice (a “Piggy-Back Registration”).  The
Company shall cause such Registrable Securities to be included in such registration and shall use its best efforts to cause the
managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included
in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company and to permit
the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof.  All
holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter
or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for
such Piggy-Back Registration.


 


2.2.2        Reduction
of Offering.  If the managing Underwriter or Underwriters for a Piggy-Back Registration that is to be an underwritten
offering advises the Company and the holders of Registrable Securities in writing that the dollar amount or number of Common Stock
exceeds the Maximum Number of Shares, then the Company shall include in any such registration:


 



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(i)
        If the registration is undertaken for the Company’s account: (A) first,
the Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of
Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the Common
Stock, if any, including the Registrable Securities, as to which registration has been requested pursuant to written contractual
piggy-back registration rights of security holders (pro rata in accordance with the number of Common Stock which each such person
has actually requested to be included in such registration, regardless of the number of Common Stock with respect to which such
persons have the right to request such inclusion) that can be sold without exceeding the Maximum Number of Shares; and


 


(ii)
        If the registration is a “demand” registration undertaken at
the demand of persons other than the holders of Registrable Securities pursuant to written contractual arrangements with such persons,
(A) first, the Common Stock for the account of the demanding persons that can be sold without exceeding the Maximum Number of Shares;
(B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the Common Stock
or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; and (C) third,
to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the Registrable Securities
as to which registration has been requested under this Section 2.2 (pro rata in accordance with the number of shares of Registrable
Securities held by each such holder); and (D) fourth, to the extent that the Maximum Number of Shares has not been reached under
the foregoing clauses (A), (B) and (C), the Common Stock, if any, as to which registration has been requested pursuant to written
contractual piggy-back registration rights which other shareholders desire to sell that can be sold without exceeding the Maximum
Number of Shares.


 


2.2.3        Withdrawal.  Any
holder of Registrable Securities may elect to withdraw such holder’s request for inclusion of Registrable Securities in any
Piggy-Back Registration by giving written notice to the Company of such request to withdraw prior to the effectiveness of the Registration
Statement.  The Company may also elect to withdraw a registration statement at any time prior to the effectiveness of
the Registration Statement.  Notwithstanding any such withdrawal, the Company shall pay all expenses incurred by the
holders of Registrable Securities in connection with such Piggy-Back Registration as provided in Section 3.3.


 


2.3         Registrations
on Form S-3.  The holders of Registrable Securities may at any time and from time to time, request in writing that
the Company register the resale of any or all of such Registrable Securities on Form S-3 or any similar short-form registration
which may be available at such time (“Form S-3”); provided, however, that the Company shall not be obligated to effect
such request through an underwritten offering.  Upon receipt of such written request, the Company will promptly give
written notice of the proposed registration to all other holders of Registrable Securities, and, as soon as practicable thereafter,
effect the registration of all or such portion of such holder’s or holders’ Registrable Securities as are specified
in such request, together with all or such portion of the Registrable Securities of any other holder or holders joining in such
request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company;
provided, however, that the Company shall not be obligated to effect any such registration pursuant to this Section 2.3: (i) if
Form S-3 is not available for such offering; or (ii) if the holders of the Registrable Securities, together with the holders of
any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such
other securities (if any) at any aggregate price to the public of less than $500,000.  Registrations effected pursuant
to this Section 2.3 shall not be counted as Demand Registrations effected pursuant to Section 2.1.


 



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3.           REGISTRATION PROCEDURES.


 


3.1        Filings;
Information. Whenever the Company is required to effect the registration of any Registrable Securities pursuant to Section
2, the Company shall use its commercially reasonable best efforts to effect the registration and sale of such Registrable Securities
in accordance with the intended method(s) of distribution thereof as expeditiously as practicable, and in connection with any such
request:


 


3.1.1        Filing
Registration Statement.  The Company shall, as expeditiously as possible and in any event within sixty (60) days
after receipt of a request for a Demand Registration pursuant to Section 2.1, prepare and file with the Commission a Registration
Statement on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form
shall be available for the sale of all Registrable Securities to be registered thereunder in accordance with the intended method(s)
of distribution thereof, and shall use its best efforts to cause such Registration Statement to become and remain effective for
the period required by Section 3.1.3; provided, however, that the Company shall have the right to defer any Demand Registration
for up to thirty (30) days, and any Piggy-Back Registration for such period as may be applicable to deferment of any demand registration
to which such Piggy-Back Registration relates, in each case if the Company shall furnish to the holders a certificate signed by
the Chief Executive Officer of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it
would be materially detrimental to the Company and its shareholders for such Registration Statement to be effected at such time;
provided further, however, that the Company shall not have the right to exercise the right set forth in the immediately preceding
proviso more than once in any 365-day period in respect of a Demand Registration hereunder.


 


3.1.2        Copies.  The
Company shall, prior to filing a Registration Statement or prospectus, or any amendment or supplement thereto, furnish without
charge to the holders of Registrable Securities included in such registration, and such holders’ legal counsel, copies of
such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case
including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such Registration Statement
(including each preliminary prospectus), and such other documents as the holders of Registrable Securities included in such registration
or legal counsel for any such holders may reasonably request in order to facilitate the disposition of the Registrable Securities
owned by such holders.


 


3.1.3        Amendments
and Supplements.  The Company shall prepare and file with the Commission such amendments, including post-effective
amendments, and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary
to keep such Registration Statement effective and in compliance with the provisions of the Securities Act until all Registrable
Securities and other securities covered by such Registration Statement have been disposed of in accordance with the intended method(s)
of distribution set forth in such Registration Statement (which period shall not exceed the sum of one hundred eighty (180) days
plus any period during which any such disposition is interfered with by any stop order or injunction of the Commission or any governmental
agency or court) or such securities have been withdrawn.


 



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3.1.4        Notification.  After
the filing of a Registration Statement, the Company shall promptly, and in no event more than two (2) business days after such
filing, notify the holders of Registrable Securities included in such Registration Statement of such filing, and shall further
notify such holders promptly and confirm such advice in writing in all events within two (2) business days of the occurrence of
any of the following: (i) when such Registration Statement becomes effective; (ii) when any post-effective amendment to such Registration
Statement becomes effective; (iii) the issuance or threatened issuance by the Commission of any stop order (and the Company shall
use commercially reasonable efforts to take all actions required to prevent the entry of such stop order or to remove it if entered);
and (iv) any request by the Commission for any amendment or supplement to such Registration Statement or any prospectus relating
thereto or for additional information or of the occurrence of an event requiring the preparation of a supplement or amendment to
such prospectus so that, as thereafter delivered to the purchasers of the securities covered by such Registration Statement, such
prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein not misleading, and promptly make available to the holders of Registrable Securities
included in such Registration Statement any such supplement or amendment; except that before filing with the Commission a Registration
Statement or prospectus or any amendment or supplement thereto, including documents incorporated by reference, the Company shall
furnish to the holders of Registrable Securities included in such Registration Statement and to the legal counsel for any such
holders, copies of all such documents proposed to be filed sufficiently in advance of filing to provide such holders and legal
counsel with a reasonable opportunity to review such documents and comment thereon, and the Company shall not file any Registration
Statement or prospectus or amendment or supplement thereto, including documents incorporated by reference, to which such holders
or their legal counsel shall object.


 


3.1.5        State
Securities Laws Compliance.  The Company shall use its best efforts to (i) register or qualify the Registrable Securities
covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United
States as the holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution)
may request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be
registered with or approved by such other Governmental Authorities as may be necessary by virtue of the business and operations
of the Company and do any and all other acts and things that may be necessary or advisable to enable the holders of Registrable
Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions;
provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it would
not otherwise be required to qualify but for this paragraph 3.1.5 or subject itself to taxation in any such jurisdiction.


 


3.1.6        Agreements
for Disposition.  The Company shall enter into customary agreements (including, if applicable, an underwriting agreement
in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of
such Registrable Securities.  The representations, warranties and covenants of the Company in any underwriting agreement
which are made to or for the benefit of any Underwriters, to the extent applicable, shall also be made to and for the benefit of
the holders of Registrable Securities included in such registration statement.  No holder of Registrable Securities included
in such registration statement shall be required to make any representations or warranties in the underwriting agreement except,
if applicable, with respect to such holder’s organization, good standing, authority, title to Registrable Securities, lack
of conflict of such sale with such holder’s material agreements and organizational documents, and with respect to written
information relating to such holder that such holder has furnished in writing expressly for inclusion in such Registration Statement.


 


3.1.7        Cooperation.  The
principal executive officer of the Company, the principal financial officer of the Company, the principal accounting officer of
the Company and all other officers and members of the management of the Company shall cooperate fully in any offering of Registrable
Securities hereunder, which cooperation shall include, without limitation, the preparation of the Registration Statement with respect
to such offering and all other offering materials and related documents, and participation in meetings with Underwriters, attorneys,
accountants and potential investors.


 



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3.1.8        Records.  The
Company shall make available for inspection by the holders of Registrable Securities included in such Registration Statement, any
Underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other professional
retained by any holder of Registrable Securities included in such Registration Statement or any Underwriter, all financial and
other records, pertinent corporate documents and properties of the Company, as shall be necessary to enable them to exercise their
due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information requested
by any of them in connection with such Registration Statement.


 


3.1.9        Opinions
and Comfort Letters.  The Company shall furnish to each holder of Registrable Securities included in any Registration
Statement a signed counterpart, addressed to such holder, of (i) any opinion of counsel to the Company delivered to any Underwriter
and (ii) any comfort letter from the Company’s independent public accountants delivered to any Underwriter.  In
the event no legal opinion is delivered to any Underwriter, the Company shall furnish to each holder of Registrable Securities
included in such Registration Statement, at any time that such holder elects to use a prospectus, an opinion of counsel to the
Company to the effect that the Registration Statement containing such prospectus has been declared effective and that no stop order
is in effect.


 


3.1.10        Earnings
Statement.  The Company shall comply with all applicable rules and regulations of the Commission and the Securities
Act, and make available to its shareholders, as soon as practicable, an earnings statement covering a period of twelve (12) months,
beginning within three (3) months after the effective date of the registration statement, which earnings statement shall satisfy
the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.


 


3.2        Obligation
to Suspend Distribution.  Upon receipt of any notice from the Company of the happening of any event of the kind described
in Section 3.1.4(iv), or, in the case of a resale registration on Form S-3 pursuant to Section 2.3 hereof, upon any suspension
by the Company, pursuant to a written insider trading compliance program adopted by the Company’s Board of Directors, of
the ability of all “insiders” covered by such program to transact in the Company’s securities because of the
existence of material non-public information, each holder of Registrable Securities included in any registration shall immediately
discontinue disposition of such Registrable Securities pursuant to the Registration Statement covering such Registrable Securities
until such holder receives the supplemented or amended prospectus contemplated by Section 3.1.4(iv) or the restriction on the ability
of “insiders” to transact in the Company’s securities is removed, as applicable, and, if so directed by the Company,
each such holder will deliver to the Company all copies, other than permanent file copies then in such holder’s possession,
of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice.


 


3.3        Registration
Expenses.  The Company shall bear all costs and expenses incurred in connection with any Demand Registration pursuant
to Section 2.1, any Piggy-Back Registration pursuant to Section 2.2, and any registration on Form S-3 effected pursuant to Section
2.3, and all expenses incurred in performing or complying with its other obligations under this Agreement, whether or not the Registration
Statement becomes effective, including, without limitation: (i) all registration and filing fees; (ii) fees and expenses of compliance
with securities or “blue sky” laws (including fees and disbursements of counsel in connection with blue sky qualifications
of the Registrable Securities); (iii) printing expenses; (iv) the Company’s internal expenses (including, without limitation,
all salaries and expenses of its officers and employees); (v) Financial Industry Regulatory Authority fees; (vi) fees and disbursements
of counsel for the Company and fees and expenses for independent certified public accountants retained by the Company (including
the expenses or costs associated with the delivery of any opinions or comfort letters requested pursuant to Section 3.1.9); (vii)
the fees and expenses of any special experts retained by the Company in connection with such registration and (viii) the fees and
expenses of one legal counsel selected by the holders of a majority-in-interest of the Registrable Securities included in such
registration.  The Company shall have no obligation to pay any underwriting discounts or selling commissions attributable
to the Registrable Securities being sold by the holders thereof, which underwriting discounts or selling commissions shall be borne
by such holders.  Additionally, in an underwritten offering, all selling shareholders and the Company shall bear the
expenses of the underwriter pro rata in proportion to the respective amount of shares each is selling in such offering.


 



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3.4        Information.  The
holders of Registrable Securities shall provide such information as may reasonably be requested by the Company, or the managing
Underwriter, if any, in connection with the preparation of any Registration Statement, including amendments and supplements thereto,
in order to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 2 and in connection
with the Company’s obligation to comply with federal and applicable state securities laws.


 


4.           INDEMNIFICATION AND CONTRIBUTION.


 


4.1        Indemnification
by the Company.  The Company agrees to indemnify and hold harmless the Investor and each other holder of Registrable
Securities, and each of their respective officers, employees, affiliates, directors, partners, members, attorneys and agents, and
each person, if any, who controls an Investor and each other holder of Registrable Securities (within the meaning of Section 15
of the Securities Act or Section 20 of the Exchange Act) (each, an “Investor Indemnified Party”), from and against
any expenses, losses, judgments, claims, damages or liabilities, whether joint or several, arising out of or based upon any untrue
statement (or allegedly untrue statement) of a material fact contained in any Registration Statement under which the sale of such
Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus
contained in the Registration Statement, or any amendment or supplement to such Registration Statement, or arising out of or based
upon any omission (or alleged omission) to state a material fact required to be stated therein or necessary to make the statements
therein not misleading, or any violation by the Company of the Securities Act or any rule or regulation promulgated thereunder
applicable to the Company and relating to action or inaction required of the Company in connection with any such registration;
and the Company shall promptly reimburse the Investor Indemnified Party for any legal and any other expenses reasonably incurred
by such Investor Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage,
liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such expense,
loss, claim, damage or liability arises out of or is based upon any untrue statement or allegedly untrue statement or omission
or alleged omission made in such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any
such amendment or supplement, in reliance upon and in conformity with information furnished to the Company, in writing, by such
selling holder expressly for use therein.  The Company also shall indemnify any Underwriter of the Registrable Securities,
their officers, affiliates, directors, partners, members and agents and each person who controls such Underwriter on substantially
the same basis as that of the indemnification provided above in this Section 4.1.


 


4.2        Indemnification
by Holders of Registrable Securities.  Each selling holder of Registrable Securities will, in the event that any
registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling
holder, indemnify and hold harmless the Company, each of its directors and officers and each underwriter (if any), and each other
person, if any, who controls the company or such underwriter within the meaning of the Securities Act, against any losses, claims,
judgments, damages or liabilities, whether joint or several, insofar as such losses, claims, judgments, damages or liabilities
(or actions in respect thereof) arise out of or are based upon any untrue statement or allegedly untrue statement of a material
fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities
Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment
or supplement to the Registration Statement, or arise out of or are based upon any omission or the alleged omission to state a
material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement or omission
was made in reliance upon and in conformity with information furnished in writing to the Company by such selling holder expressly
for use therein, and shall reimburse the Company, its directors and officers, and each such controlling person for any legal or
other expenses reasonably incurred by any of them in connection with investigation or defending any such loss, claim, damage, liability
or action.  Each selling holder’s indemnification obligations hereunder shall be several and not joint and shall
be limited to the amount of any net proceeds actually received by such selling holder.


 



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4.3        Conduct
of Indemnification Proceedings.  Promptly after receipt by any person of any notice of any loss, claim, damage or
liability or any action in respect of which indemnity may be sought pursuant to Section 4.1 or 4.2, such person (the “Indemnified
Party”) shall, if a claim in respect thereof is to be made against any other person for indemnification hereunder, notify
such other person (the “Indemnifying Party”) in writing of the loss, claim, judgment, damage, liability or action;
provided, however, that the failure by the Indemnified Party to notify the Indemnifying Party shall not relieve the Indemnifying
Party from any liability which the Indemnifying Party may have to such Indemnified Party hereunder, except and solely to the extent
the Indemnifying Party is actually prejudiced by such failure.  If the Indemnified Party is seeking indemnification with
respect to any claim or action brought against the Indemnified Party, then the Indemnifying Party shall be entitled to participate
in such claim or action, and, to the extent that it wishes, jointly with all other Indemnifying Parties, to assume control of the
defense thereof with counsel satisfactory to the Indemnified Party.  After notice from the Indemnifying Party to the
Indemnified Party of its election to assume control of the defense of such claim or action, the Indemnifying Party shall not be
liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with
the defense thereof other than reasonable costs of investigation; provided, however, that in any action in which both the Indemnified
Party and the Indemnifying Party are named as defendants, the Indemnified Party shall have the right to employ separate counsel
(but no more than one such separate counsel) to represent the Indemnified Party and its controlling persons who may be subject
to liability arising out of any claim in respect of which indemnity may be sought by the Indemnified Party against the Indemnifying
Party, with the fees and expenses of such counsel to be paid by such Indemnifying Party if, based upon the written opinion of counsel
of such Indemnified Party, representation of both parties by the same counsel would be inappropriate due to actual or potential
differing interests between them.  No Indemnifying Party shall, without the prior written consent of the Indemnified
Party, consent to entry of judgment or effect any settlement of any claim or pending or threatened proceeding in respect of which
the Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless
such judgment or settlement includes an unconditional release of such Indemnified Party from all liability arising out of such
claim or proceeding.


 


4.4         Contribution.


 


4.4.1        If
the indemnification provided for in the foregoing Sections 4.1, 4.2 and 4.3 is unavailable to any Indemnified Party in respect
of any loss, claim, damage, liability or action referred to herein, then each such Indemnifying Party, in lieu of indemnifying
such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim,
damage, liability or action in such proportion as is appropriate to reflect the relative fault of the Indemnified Parties and the
Indemnifying Parties in connection with the actions or omissions which resulted in such loss, claim, damage, liability or action,
as well as any other relevant equitable considerations.  The relative fault of any Indemnified Party and any Indemnifying
Party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact relates to information supplied by such Indemnified Party or such
Indemnifying Party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission.


 



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4.4.2        The
parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.4 were determined by pro
rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in
the immediately preceding Section 4.4.1.  The amount paid or payable by an Indemnified Party as a result of any loss,
claim, damage, liability or action referred to in the immediately preceding paragraph shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses incurred by such Indemnified Party in connection with investigating or
defending any such action or claim.  Notwithstanding the provisions of this Section 4.4, no holder of Registrable Securities
shall be required to contribute any amount in excess of the dollar amount of the net proceeds (after payment of any underwriting
fees, discounts, commissions or taxes) actually received by such holder from the sale of Registrable Securities which gave rise
to such contribution obligation.  No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f)
of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.


 


5.           UNDERWRITING AND DISTRIBUTION.


 


5.1        Rule
144.  The Company covenants that it shall file all reports required to be filed by it under the Securities Act and
the Exchange Act and shall take such further action as the holders of Registrable Securities may reasonably request, all to the
extent required from time to time to enable such holders to sell Registrable Securities without registration under the Securities
Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rules may be amended from time
to time, or any similar Rule or regulation hereafter adopted by the Commission.


 


6.           MISCELLANEOUS.


 


6.1        Other
Registration Rights.  Except with respect to those securities issued or issuable upon exercise of that certain Unit
Purchase Option to be issued to Aegis Capital Corp. or its designees in connection with the Company’s initial public offering
in November 2011, the Company represents and warrants that no person, other than a holder of the Registrable Securities, has any
right to require the Company to register any shares of the Company’s capital stock for sale or to include shares of the Company’s
capital stock in any registration filed by the Company for the sale of shares of capital stock for its own account or for the account
of any other person.


 


6.2        Assignment;
No Third Party Beneficiaries.  This Agreement and the rights, duties and obligations of the Company hereunder may
not be assigned or delegated by the Company in whole or in part.  This Agreement and the rights, duties and obligations
of the holders of Registrable Securities hereunder may be freely assigned or delegated by such holder of Registrable Securities
in conjunction with and to the extent of any transfer of Registrable Securities by any such holder.  This Agreement and
the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and their respective successors
and the permitted assigns of the Investor or holder of Registrable Securities or of any assignee of the Investor or holder of Registrable
Securities.  This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto
other than as expressly set forth in Article 4 and this Section 6.2.


 



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6.3        Notices.  All
notices, demands, requests, consents, approvals or other communications (collectively, “Notices”) required or permitted
to be given hereunder or which are given with respect to this Agreement shall be in writing and shall be personally served, delivered
by reputable air courier service with charges prepaid, or transmitted by hand delivery, telegram, telex or facsimile, addressed
as set forth below, or to such other address as such party shall have specified most recently by written notice.  Notice
shall be deemed given on the date of service or transmission if personally served or transmitted by telegram, telex or facsimile;
provided, that if such service or transmission is not on a business day or is after normal business hours, then such notice shall
be deemed given on the next business day.  Notice otherwise sent as provided herein shall be deemed given on the next
business day following timely delivery of such notice to a reputable air courier service with an order for next-day delivery.


 


To the Company:


 


Selway Capital Acquisition Corporation

74 Grand Avenue

2nd Floor

Englewood, NJ 07631

Attn: Yaron Eitan, Chief Executive Officer


 


with a copy to:


 


Loeb & Loeb LLP

345 Park Avenue

New York, New York 10154

Attn:  Mitchell S. Nussbaum, Esq.


 


To the Investor, to:


 


c/o Selway Capital Acquisition Corporation

74 Grand Avenue

2nd Floor

Englewood, NJ 07631

Attn: Selway Capital Holdings LLC


 


6.4        Severability.  This
Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the
validity or enforceability of this Agreement or of any other term or provision hereof.  Furthermore, in lieu of any such
invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision
as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


6.5        Counterparts.  This
Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which taken together
shall constitute one and the same instrument.


 


6.6        Entire
Agreement.  This Agreement (including all agreements entered into pursuant hereto and all certificates and instruments
delivered pursuant hereto and thereto) constitute the entire agreement of the parties with respect to the subject matter hereof
and supersede all prior and contemporaneous agreements, representations, understandings, negotiations and discussions between the
parties, whether oral or written.


 


6.7        Modifications
and Amendments.  No amendment, modification or termination of this Agreement shall be binding upon any party unless
executed in writing by such party.


 



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6.8        Titles
and Headings.  Titles and headings of sections of this Agreement are for convenience only and shall not affect the
construction of any provision of this Agreement.


 


6.9        Waivers
and Extensions.  Any party to this Agreement may waive any right, breach or default which such party has the right
to waive, provided that such waiver will not be effective against the waiving party unless it is in writing, is signed by such
party, and specifically refers to this Agreement.  Waivers may be made in advance or after the right waived has arisen
or the breach or default waived has occurred.  Any waiver may be conditional.  No waiver of any breach of any
agreement or provision herein contained shall be deemed a waiver of any preceding or succeeding breach thereof nor of any other
agreement or provision herein contained.  No waiver or extension of time for performance of any obligations or acts shall
be deemed a waiver or extension of the time for performance of any other obligations or acts.


 


6.10        Remedies.


 


6.10.1Specific
Performance.  Each of the parties acknowledges and agrees that the other parties would be damaged irreparably in
the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached.  Accordingly,
each of the parties agrees that the other parties shall be entitled to an injunction or injunctions (without the necessity of posting
a bond or other security) to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and
the terms and provisions hereof in any action instituted in any court of the United States or any state or other foreign court
or governmental body having jurisdiction over the parties and the matter, in addition to any other remedy to which they may be
entitled, at law or in equity.


 


6.11        Remedies
Cumulative.  In the event that the Company fails to observe or perform any covenant or agreement to be observed or
performed under this Agreement, the Investor or any other holder of Registrable Securities may proceed to protect and enforce its
rights by suit in equity or action at law, whether for specific performance of any term contained in this Agreement or for an injunction
against the breach of any such term or in aid of the exercise of any power granted in this Agreement or to enforce any other legal
or equitable right, or to take any one or more of such actions, without being required to post a bond.  None of the rights,
powers or remedies conferred under this Agreement shall be mutually exclusive, and each such right, power or remedy shall be cumulative
and in addition to any other right, power or remedy, whether conferred by this Agreement or now or hereafter available at law,
in equity, by statute or otherwise.


 


6.12        Governing
Law.  This Agreement shall be governed by, interpreted under, and construed in accordance with the internal laws
of the State of New York applicable to agreements made and to be performed within the State of New York, without giving effect
to any choice-of-law provisions thereof that would compel the application of the substantive laws of any other jurisdiction.


 


6.13        Waiver
of Trial by Jury.  Each party hereby irrevocably and unconditionally waives the right to a trial by jury in any action,
suit, counterclaim or other proceeding (whether based on contract, tort or otherwise) arising out of, connected with or relating
to this Agreement, the transactions contemplated hereby, or the actions of the Investor in the negotiation, administration, performance
or enforcement hereof.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 



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IN WITNESS WHEREOF,
the parties have caused this Registration Rights Agreement to be executed and delivered by their duly authorized representatives
as of the date first written above.


 


	 	SELWAY CAPITAL ACQUISITION CORPORATION
	 	 
	 	By:	/s/ Yaron Eitan
	 	Name:	Yaron Eitan
	 	Title:	Chief Executive Officer


 


	Investor:	 
	 	 
	SELWAY CAPITAL HOLDINGS LLC	 
	 	 
	By:	/s/ Yaron Eitan	 
	Name:	Yaron Eitan	 
	Title:	Board Manager	 


 


Registration Rights Agreement


 



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