SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 5th, 2014 • Healthcare Corp of America • Retail-drug stores and proprietary stores • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 31, 2014, between Healthcare Corporation of America, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 5th, 2014 • Healthcare Corp of America • Retail-drug stores and proprietary stores
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 31, 2014, between Healthcare Corporation of America, a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 30th, 2012 • Selway Capital Acquisition Corp. • Blank checks • New York
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”).
SECURITY AGREEMENTSecurity Agreement • June 5th, 2014 • Healthcare Corp of America • Retail-drug stores and proprietary stores • New York
This SECURITY AGREEMENT, dated as of May 31, 2014 (this “Agreement”), is among Healthcare Corporation of America, a Delaware corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s 10% Secured Convertible Debentures due three years following their issuance, in the original aggregate principal amount of up to $5,775,000 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 3rd, 2014 • Healthcare Corp of America • Retail-drug stores and proprietary stores • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 31, 2013, is by and among Healthcare Corporation of America, Inc., a Delaware corporation (the “Company”), and each of the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • June 5th, 2014 • Healthcare Corp of America • Retail-drug stores and proprietary stores • New York
SUBSIDIARY GUARANTEE, dated as of May 31, 2014 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between Healthcare Corporation of America, a Delaware corporation (the “Company”) and the Purchasers.
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:
HEALTHCARE CORPORATION OF AMERICA Warrant To Purchase Common StockHealthcare Corp of America • June 5th, 2014 • Retail-drug stores and proprietary stores • New York
Healthcare Corporation of America, a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, _________________, the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon exercise of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the date hereof (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), _________________1 (subject to adjustment as provided herein) fully paid and non-assessable shares of Common Stock (as defined below) (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant shall
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 30th, 2012 • Selway Capital Acquisition Corp. • Blank checks • New York
This Agreement is made as of November 7, 2011 by and between Selway Capital Acquisition Corporation (the “Company”) and American Stock Transfer & Trust Company, LLC, as trustee (the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 16th, 2013 • Selway Capital Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 10th day of April, 2013, by and among Selway Capital Acquisition Corporation, a Delaware corporation (the “Company”), and Gary Sekulski (the “Stockholders’ Representative”) as the representative of the stockholders (each, an “Investor” and collectively, the “Investors”) of Healthcare Corporation of America, a New Jersey corporation (“HCA”).
UNDERWRITING AGREEMENT between SELWAY CAPITAL ACQUISITION CORPORATION and AEGIS CAPITAL CORP. as Representative SELWAY CAPITAL ACQUISITION CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • March 30th, 2012 • Selway Capital Acquisition Corp. • Blank checks • New York
The undersigned, Selway Capital Acquisition Corporation, a corporation formed under the laws of Delaware ("you" (including its correlatives) or the “Company”), hereby confirms its agreement with Aegis Capital Corp. (hereinafter referred to as 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:
Form of Representative’s Purchase Option AgreementSelway Capital Acquisition Corp. • November 3rd, 2011 • 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.
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • March 30th, 2012 • Selway Capital Acquisition Corp. • Blank checks • New York
SECURITIES ESCROW AGREEMENT, dated as of November 7, 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”).
WARRANT AGREEMENTWarrant Agreement • March 30th, 2012 • Selway Capital Acquisition Corp. • Blank checks • New York
This Warrant Agreement (this “Agreement”) is made as of November 7, 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 • March 30th, 2012 • Selway Capital Acquisition Corp. • Blank checks • New York
PLACEMENT WARRANT PURCHASE AGREEMENT (this “Agreement”) made as of this 7th day of November, 2011 among Selway Capital Acquisition Corporation, a Delaware corporation (the “Company”), and Selway Capital Holdings LLC (the “Purchaser”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 16th, 2013 • Selway Capital Acquisition Corp. • Blank checks • New Jersey
The Employee wishes to serve in a managerial capacity for the Company and the Company desires to employ the Employee to provide such services upon the terms and conditions hereinafter set forth.
CONSULTING AGREEMENTConsulting Agreement • July 17th, 2014 • Healthcare Corp of America • Retail-drug stores and proprietary stores
AGREEMENT, dated as of the day of June 26th, 2014 by and between Monarch Bay Securities, LLC (“Consultant”), a limited liability company having its business at 5000 Birch Suite 4800, Newport Beach, CA 92660, and Healthcare Corporation of America (“Company”), having its principal offices at 66 Ford Road, Suite 230, Denville, NJ 07834.
CREDIT AND SECURITY AGREEMENT between PRESCRIPTION CORPORATION OF AMERICA PCA BENEFITS, INC.Credit and Security Agreement • April 16th, 2013 • Selway Capital Acquisition Corp. • Blank checks • New York
THIS CREDIT AND SECURITY AGREEMENT (the “Agreement”) dated as of April 11, 2013, is entered into between PRESCRIPTION CORPORATION OF AMERICA, a New Jersey corporation, and PCA BENEFITS, INC., a New Jersey corporation (together, the “Borrower”), and SCM SPECIALTY FINANCE OPPORTUNITIES FUND, L.P., a Delaware limited partnership (the “Lender”).
SPECIMEN WARRANT CERTIFICATESelway Capital Acquisition Corp. • June 22nd, 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.
SECURITIES EXCHANGE AGREEMENTSecurities Exchange Agreement • April 16th, 2013 • Selway Capital Acquisition Corp. • Blank checks • New York
This Securities Exchange Agreement (this “Agreement”) is dated as of April ___, 2013, between Selway Capital Acquisition Corporation, a Delaware corporation (the “Company”), and _____________________ (“Holder”).
Cross-Corporate Continuing Guaranty and Security AgreementSecurity Agreement • July 23rd, 2013 • Selway Capital Acquisition Corp. • Retail-drug stores and proprietary stores • California
This Cross-Corporate Continuing Guaranty and Security Agreement (“Guaranty”) is executed by the above-named Guarantors as guarantors of the Obligations of Selway Capital Acquisition Corporation (“Borrower”) and each other Obligor under that certain Loan and Security Agreement (as defined below), and of each other Guarantor’s obligations under this Guaranty (except for a guarantor in respect of itself), and any other persons now or hereafter signatory as a guarantor to this Guaranty by execution of a counterpart hereof or by an instrument of joinder and accession hereto (individually, jointly and severally a “Guarantor” and, collectively with all other Guarantors, “Guarantor”), as of the above date, in favor of PARTNERS FOR GROWTH III, L.P. (“PFG”), whose address is 150 Pacific Avenue, San Francisco, CA 94111, with respect to the Indebtedness (as defined herein) of Borrower. Capitalized terms not defined herein have the meaning set forth in the Loan Agreement (as defined below).
RESCISSION AGREEMENTRescission Agreement • July 25th, 2013 • Selway Capital Acquisition Corp. • Retail-drug stores and proprietary stores • New York
THIS RESCISSION AGREEMENT is dated as of June 28, 2013 (this “Agreement”) and entered into by and between Selway Capital Acquisition Corporation (the “Company”) and the signatory on the execution page hereof (the “Service Provider”).
PLEDGE AGREEMENTPledge Agreement • July 23rd, 2013 • Selway Capital Acquisition Corp. • Retail-drug stores and proprietary stores • California
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 23rd, 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”).
MANAGEMENT SHARE ESCROW AGREEMENTManagement Share Escrow Agreement • April 16th, 2013 • Selway Capital Acquisition Corp. • Blank checks • New York
MANAGEMENT SHARE ESCROW AGREEMENT, dated as of April 10th, 2013 (“Agreement”) by and among Selway Capital Acquisition Corporation, a Delaware corporation (“Selway”), Healthcare Corporation of America, a New Jersey corporation (the “Company”), each of the key personnel of the Company signatory hereto (the “Key Personnel”), and American Stock Transfer & Trust Company, LLC, as escrow agent (the “Escrow Agent”).
ContractHealthcare Corp of America • January 3rd, 2014 • Retail-drug stores and proprietary stores • New York
THIS NOTE AND THE CONVERSION SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE CONVERSION SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (B) AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS.
AMENDMENT TO NON-EXCLUSIVE SOFTWARE LICENSE AGREEMENT (InfoPointTM for 340Basics)Non-Exclusive Software License Agreement • June 12th, 2014 • Healthcare Corp of America • Retail-drug stores and proprietary stores
GENEX Consulting, LLC, having a place of business at 103 Carnegie Center, Ste. 300, Princeton, NJ 08540 (hereinafter “GENEX”) and 340Basics Inc. having a place of business at 66 Ford Rd #230, Denville, NJ 07834 (hereinafter “340Basics”), having entered into a Nonexclusive Software License Agreement (“Agreement”), said Agreement having been executed March 27, 2014 and made effective as of January 2, 2014, desire to amend that Agreement to provide for an exclusive license and to address other issues as set forth below, and Healthcare Corporation of America (OTCQB: HCCA), 340Basics’ parent company having a place of business at 66 Ford Rd #230, Denville, NJ 07834 (“HCCA”) desires to be added as a party and to enter into this Amendment in order to induce GENEX to enter into the same;
MARKETING AND CONSULTING AGREEMENTMarketing and Consulting Agreement • April 16th, 2013 • Selway Capital Acquisition Corp. • Blank checks • New Jersey
This Marketing and Consulting Agreement (this “Agreement”) is made and entered into as of the 3rd Day of January, 2012, (Effective Date) by Prescription Corporation of America (“PCA”), a New Jersey corporation with a mailing address of 66 Ford Road Suite 230, Denville, New Jersey 07834 and Otis Fund with a mailing address of 36 Stonewall Drive Livingston, NJ 07039 referred to as (“Consultants”);
FORBEARANCE AGREEMENTForbearance Agreement • June 5th, 2014 • Healthcare Corp of America • Retail-drug stores and proprietary stores • California
THIS FORBEARANCE AGREEMENT (this “Agreement”) by and between Healthcare Corporation of America, Inc., a Delaware corporation (the “Borrower”) and Partners for Growth III, L.P. (“PFG”) is entered into and effective as of May 31, 2014.
ContractRestated Employment Agreement • July 25th, 2013 • Selway Capital Acquisition Corp. • Retail-drug stores and proprietary stores • New Jersey
This restated EMPLOYMENT AGREEMENT (the “Agreement”) is dated as of 8th day of May, 2013 by and between Selway Capital Acquisition Corporation, a Delaware corporation, and its wholly owned subsidiaries, Healthcare Corporation of America, Prescription Corporation of America, and Prescription Benefits, Inc., each being a New Jersey corporation with offices located at 66 Ford Road, Suite 230, Denville, New Jersey 07834 (hereinafter collectively referred to as the “Employer” and/or the “Company”), and Yoram Bibring, an individual residing at 421 Lewelen Circle, Englewood, New Jersey 07631 (the “Executive”).
Selway Capital Acquisition CorporationSelway Capital Acquisition Corp. • August 30th, 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 an acquisition transaction 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 for up to a maximum of 6 months from the Effective Date. The Firm hereby agrees to continue to provide office
EMPLOYMENT AGREEMENTEmployment Agreement • April 16th, 2013 • Selway Capital Acquisition Corp. • Blank checks • New Jersey
Employment Agreement between Healthcare Corporation of America (the “Company”) and its subsidiaries and Gary J. Sekulski (the Employee”).
Selway Capital Acquisition CorporationSelway Capital Acquisition Corp. • July 26th, 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 an acquisition transaction 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 for up to a maximum of 12 months from the Effective Date. The Firm hereby agrees to continue to provide office
SECURITY AGREEMENTSecurity Agreement • April 7th, 2014 • Healthcare Corp of America • Retail-drug stores and proprietary stores • New York
This SECURITY AGREEMENT dated as of April 4th, 2014 (the “Agreement”), by and between HEALTHCARE CORPORATION OF AMERICA, a Delaware corporation with its principal office and place of business at 66 Ford Road, Suite 230, Denville, NJ 07834 (“HCCA” or the “Company”), 340BASICS, INC. (“340 Basics”), a New Jersey corporation with its principal office and place of business at 66 Ford Road, Denville, NJ 07834 (each of HCCA and 340 Basics, is an “Obligor”) and SELWAY CAPITAL HOLDINGS LLC, on behalf of the parties listed in Exhibit A to the NPA (hereinafter defined) (the “Secured Party” and the “Secured Parties”, as applicable) (each, a “Party”, and together the “Parties”).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • July 23rd, 2013 • Selway Capital Acquisition Corp. • Retail-drug stores and proprietary stores • California
This Intellectual Property Security Agreement is entered into as of July 17, 2013 (the “Effective Date”), by and between PARTNERS FOR GROWTH III, L.P. (“PFG”) and each of Selway Capital Acquisition Corporation, a Delaware corporation with its principal place of business as at the Effective Date at 900 Third Avenue, 19th Floor, New York, NY 10022, Healthcare Corporation of America, a New Jersey corporation with its principal place of business as at the Effective Date at 66 Ford Road, Suite 230, Denville, NJ 07834, Prescription Corporation of America, a New Jersey corporation with its principal place of business as at the Effective Date at 66 Ford Road, Suite 230, Denville, NJ 07834, and PCA Benefits, Inc., a New Jersey corporation with its principal place of business as at the Effective Date at 66 Ford Road, Suite 230, Denville, NJ 07834 (individually and collectively, “Grantor”), with reference to the following facts:
