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”).
ContractConvertible Note Agreement • January 3rd, 2014 • Healthcare Corp of America • 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.
MASTER SECURITY AGREEMENT (the “Agreement”)Master Security Agreement • January 3rd, 2014 • Healthcare Corp of America • Retail-drug stores and proprietary stores • New York
SECURITIES PURCHASE AGREEMENT CHARDAN CAPITAL MARKETS, LLC, as Administrative and Collateral Agent THE PURCHASERS Party Hereto and Healthcare Corporation of America Dated: December 31, 2013Securities Purchase Agreement • January 3rd, 2014 • Healthcare Corp of America • Retail-drug stores and proprietary stores • New York
THIS SECURITIES PURCHASE AGREEMENT (as amended, restated, modified or otherwise supplemented from time to time, this “Agreement”) is made and entered into as of December 31, 2013, among HEALTHCARE CORPORATION OF AMERICA, a Delaware corporation (the “Company”), the purchasers set forth on Exhibit A hereto (each a “Purchaser” and collectively, the “Purchasers”), and Chardan Capital Markets, LLC, as administrative and collateral agent for each Purchaser (the “Agent” and together with the Purchasers, the “Creditor Parties”).
FORBEARANCE, WAIVER AND MODIFICATION NO. 1 TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 3rd, 2014 • Healthcare Corp of America • Retail-drug stores and proprietary stores
This Forbearance, Waiver and Modification No. 1 to Loan and Security Agreement (“Modification”) is entered into as of December 31, 2013 (the “Modification Effective Date”), by and between Partners for Growth III, L.P., a Delaware limited partnership with its principal place of business at 150 Pacific Avenue, San Francisco, California 94111 ("PFG") and each of Healthcare Corporation of America, a Delaware corporation (FKA “Selway Capital Acquisition Corporation” (“Borrower”)), Healthcare Corporation of America, a New Jersey corporation, Prescription Corporation of America, a New Jersey corporation, and PCA Benefits, Inc., a New Jersey corporation, each with its principal place of business as at the Modification Effective Date at 66 Ford Road, Suite 230, Denville, NJ 07834 (individually and collectively, jointly and severally “Guarantor” and, together with Borrower, “Obligor”), with reference to the following facts:.
Cross-Corporate Continuing GuarantyCross-Corporate Continuing Guaranty • January 3rd, 2014 • Healthcare Corp of America • Retail-drug stores and proprietary stores • New York
This Cross-Corporate Continuing Guaranty (“Guaranty”) is executed by the above-named Guarantors as guarantors of the obligations of Healthcare Corporation of America, a Delaware corporation (“Borrower”) under that certain Securities Purchase 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 Chardan Capital Markets, LLC, as Agent (“Agent”) for the Purchasers (as defined in the Securities Purchase Agreement). Capitalized terms not defined herein have the meaning set forth in the Securities Purchase Agreement.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • January 3rd, 2014 • Healthcare Corp of America • Retail-drug stores and proprietary stores
This Amendment to Employment Agreement (this “Amendment Agreement”) is made as of December 30, 2013 by and between HEALTHCARE CORPORATION OF AMERICA, a Delaware corporation formerly known as Selway Capital Acquisition Corporation (the “Company”), and NATASHA GIORDANO (the “Executive”).
