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).
PLEDGE AGREEMENTPledge Agreement • July 23rd, 2013 • Selway Capital Acquisition Corp. • Retail-drug stores and proprietary stores • California
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:
Loan and Security AgreementSecurity Agreement • July 23rd, 2013 • Selway Capital Acquisition Corp. • Retail-drug stores and proprietary stores • California
THIS LOAN AND SECURITY AGREEMENT (“Agreement”) is entered into on the above date (the “Effective Date”) between (1) Partners for Growth III, L.P., a Delaware limited partnership (“PFG”), whose address is 150 Pacific Avenue, San Francisco, CA 94111, (2) the above-named borrower (“Borrower”), whose chief executive offices are located at the above addresses (“Borrower’s Address”), and (3) each of HCA, PCA and PBI, the direct and indirect Subsidiaries (as defined herein) of Borrower, jointly and severally in their capacities as obligors in respect of Borrower’s and each Subsidiary’s non-monetary Obligations hereunder and as guarantors of Borrower’s and each other Subsidiary’s monetary Obligations under the Loan Documents (as defined herein) pursuant to that certain Cross-Corporate Continuing Guaranty and Security Agreement dated the Effective Date (individually and collectively, jointly and severally, “Guarantor”). Borrower and each Guarantor may be referred to herein individually and coll
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 23rd, 2013 • Selway Capital Acquisition Corp. • Retail-drug stores and proprietary stores • Delaware
THIS REGISTRATION RIGHTS AGREEMENT is made as of the 17th day of July, 2013, by and among Selway Capital Acquisition Corporation, a Delaware corporation (“Parent”), Healthcare Corporation of America, a New Jersey corporation (the “Company”), and Partners For Growth III, L.P. (“PFG”).
FORM OF CONDITIONALLY-EXERCISABLE WARRANTSelway Capital Acquisition Corp. • July 23rd, 2013 • Retail-drug stores and proprietary stores • Delaware
Pursuant to a voting agreement dated April 10, 2013, by and among Selway, HCA, and certain shareholders, for a two year period following the Merger, the applicable holder will vote all shares then-owned in favor of those persons nominated to Selway’s board of directors by: (i) Gary Sekulski, the representative of the stockholders of HCA before the Merger, who will designate three persons, (ii) Edmundo Gonzalez, Selway’s representative, who will designate one person; and (iii) such board designees, who will unanimously designate three persons to be independent directors. Except as specified herein, there are no other agreements with respect to any securities of Selway or its subsidiaries, including any voting trust, other voting agreement or proxy with respect thereto.
FORM OF WARRANTForm of Warrant • July 23rd, 2013 • Selway Capital Acquisition Corp. • Retail-drug stores and proprietary stores • Delaware
THIS WARRANT (“WARRANT”) WAS SOLD IN A PRIVATE TRANSACTION, WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE, AND MAY BE OFFERED OR SOLD ONLY IF REGISTERED UNDER THE SECURITIES ACT AND SUCH LAWS OR IF AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS IS AVAILABLE.
