VOTING AGREEMENT


 


This Voting Agreement (this “Agreement”)
is made as of January 25, 2013 by and among Healthcare Corporation of America, a New Jersey Corporation (the “Company”),
Selway Capital Acquisition Corporation, a Delaware corporation (the “Buyer”), and each of the individuals and
entities signatory hereto (each a “Voting Party” and collectively, the “Voting Parties”).


 


RECITALS


 


WHEREAS,
pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of January 25, 2013, by
and among the Buyer, Selway Merger Sub, Inc., a New Jersey corporation (the “Merger Sub”), the Company, Prescription
Corporation of America, a New Jersey corporation, the representative (the “Stockholders’ Representative”)
of the stockholders of the Company (each a “Stockholder” and collectively the “Stockholders”)
and the representative of the Buyer (the “Buyer’s Representative”), Merger Sub will merge with and into the Company
(the “Merger”);


 


WHEREAS,
the Buyer would not enter into the Merger Agreement unless the Voting Parties entered into this Agreement; and


 


NOW
THEREFORE, in consideration of the foregoing and of the promises and covenants contained herein, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:


 


Agreement


 


1.Agreement
to Vote. During the term of this Agreement, to the extent they are entitled under the Company’s Certificate of Incorporation,
Bylaws or the New Jersey Business Corporation Act (collectively, the “Charter Documents”) to vote on the Merger
and the Merger Agreement, each Voting Party agrees: (a) to appear (either in person or by proxy) at any meeting of stockholders
of the Company called, whether a regular or special meeting; and (b) to vote, or execute and deliver a written consent covering,
all securities of the Company that such Voting Party now has or hereafter acquires (hereinafter referred to as the “Voting
Shares”) (i) in favor of the Merger and the Merger Agreement, (ii) in favor of any adjournment or postponement recommended
by the Company with respect to any stockholder meeting with respect to the Merger Agreement and the Merger, (iii) against any Takeover
Proposal (as defined below) or any proposal relating to a Takeover Proposal, (iv) against any transaction or transactions (other
than the transactions contemplated by the Merger Agreement) including any consolidation, combination, sale of substantially all
the assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company and (v) against any proposal,
action or agreement that would (w) impede, frustrate, prevent or nullify any provision of this Agreement, the Merger Agreement
or the transactions contemplated thereby, (x) result in a breach in any respect of any covenant, representation, warranty or any
other obligation or agreement of the Company under the Merger Agreement, (y) result in any of the conditions to closing set forth
in the Merger Agreement not being fulfilled or (z) change the capitalization of, including the voting rights of any class of capital
stock of, the Company. Stockholder shall not commit or agree to take any action inconsistent with the foregoing, directly or indirectly.


 


 






    	 



    	 



    

 


As used herein, “Takeover Proposal”
means any inquiry, proposal or offer from any Person (other than Buyer or any current stockholder of the Company and any of their
respective affiliates) or “group” of Persons acting in concert relating to, in a single transaction or series of related
transactions, any (A) acquisition of assets of the Company or any of its subsidiaries equal to 20% or more of the Company’s
consolidated assets or to which 20% or more of the Company’s revenues or earnings on a consolidated basis are attributable,
(B) acquisition of 20% or more of the outstanding common stock of the Company (“Company Common Stock”), (C)
tender offer or exchange offer that if consummated would result in any Person (other than Buyer or any current stockholder of the
Company and any of their respective affiliates) beneficially owning 20% or more of the outstanding Company Common Stock, (D) merger,
consolidation, share exchange, business combination, liquidation, dissolution or similar transaction involving the Company or (E)
any combination of the foregoing types of transactions if the sum of the percentage of consolidated assets, consolidated revenues
or earnings and the Company Common Stock involved is 20% or more; in each case, other than the transactions contemplated by the
Merger Agreement. As used herein, “Person” means any individual or entity.


 


2.Ownership
of Voting Shares. Each Voting Party hereby represents and warrants that such Voting Party is the current record and beneficial
of all Voting Shares as forth on the signature pages hereto in the column to the right of such Voting Party’s signature.


 


3.Successors
in Interest of the Voting Parties and the Buyer. The provisions of this Agreement shall be binding upon the successors in interest
of any Voting Party with respect to any of such Voting Party’s Voting Shares or any voting rights therein. Each Voting Party
shall not, and the Company shall not, permit the transfer or disposition of any Voting Party’s Voting Shares unless and until
the Person to whom such securities are to be transferred or disposed in favor of shall have executed a written agreement pursuant
to which such Person becomes a party to this Agreement and agrees to be bound by all the provisions hereof as if such Person was
a Voting Party hereunder.


 


4.Covenants.
Each Voting Party agrees to not, by any voluntary action, avoid or seek to avoid the observance or performance of any of the terms
to be performed hereunder by such Voting Party, as applicable, but will at all times in good faith assist in the carrying out of
all of the provisions of this Agreement and in the taking of all such actions as may be necessary or appropriate in order to protect
the rights of each party hereunder against impairment.


 


5.Grant
of Proxy. Should the provisions of this Agreement be construed to constitute the granting of proxies, such proxies shall be
deemed coupled with an interest and are irrevocable for the term of this Agreement.


 


6.Appraisal
Rights. Each Voting Party hereby waives any rights of appraisal or rights to dissent from
the Merger that such Voting Party may have.


 






    	 



    	 



    

 


 


7.Specific
Enforcement. It is agreed and understood that monetary damages would not adequately compensate an injured party for the breach
of this Agreement by any party hereto, that this Agreement shall be specifically enforceable, and that any breach of this Agreement
shall be the proper subject of a temporary or permanent injunction or restraining order. Further, each party hereto waives any
claim or defense that there is an adequate remedy at law for such breach or threatened breach and agrees that a party’s rights
would be materially and adversely affected if the obligations of the other parties under this Agreement were not carried out in
accordance with the terms and conditions hereof.


 


8.Manner
of Voting. The voting of shares pursuant to this Agreement may be effected in person, by proxy, by written consent or in any
other manner permitted by the Charter Documents and applicable law.


 


9.Termination.
This Agreement shall terminate upon the first to occur of the following:


 


9.1Immediately
after the Effective Time;


 


9.2Concurrently
with a Change of Recommendation (as defined in the Merger Agreement); or


 


9.3Concurrently
with the termination of the Merger Agreement.


 


10.Amendments
and Waivers. Except as otherwise provided herein, additional parties may be added to this Agreement, and any provision of this
Agreement may be amended or the observance thereof may be waived (either generally or in a particular instance and either retroactively
or prospectively) only with the written consent of (a) the Buyer, (b) the Company, and (c) the holders of a majority of Voting
Shares then held by the Voting Parties.


 


11.Stock
Splits, Stock Dividends, etc. In the event of any stock split, stock dividend, recapitalization, reorganization or the like,
any securities issued with respect to Voting Shares held by Voting Parties shall become Voting Shares for purposes of this Agreement.


 


12.Severability.
In the event that any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired thereby.


 


13.Governing
Law. This Agreement and the legal relations between the parties arising hereunder shall be governed by and interpreted in accordance
with the laws of the State of New York without reference to its conflicts of laws provisions (other than sections 5-1401 and 5-1402
of the New York General Obligations law, which shall apply to this Agreement).


 


14.Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together
shall constitute one instrument. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission
shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.


 






    	 



    	 



    

 


 


15.Successors
and Assigns. Except as otherwise expressly provided in this Agreement, the provisions hereof shall inure to the benefit of,
and be binding upon, the successors and assigns of the parties hereto.


 


16.Entire
Agreement. This Agreement constitutes the full and entire understanding and agreement among the parties, and supersedes any
prior agreement or understanding among the parties, with regard to the subjects hereof and thereof, and no party shall be liable
or bound to any other party in any manner by any warranties, representations or covenants except as specifically set forth herein
or therein.


 


 


 


[Remainder of page
intentionally left blank; signature pages follow]


 


 


 




    	 



    	 



    

 


This Voting Agreement is hereby executed
effective as of the date first set forth above.


 


“BUYER”


 


 


SELWAY CAPITAL ACQUISITION CORPORATION


 


 


By:/s/ Yaron Eitan                            

Name:Yaron Eitan

Title:Chief Executive Officer


 


 


THE “COMPANY”


 


 


HEALTHCARE CORPORATION OF AMERICA


 


 


By:/s/ Gary J. Sekulski                   

Name:Gary J. Sekulski

Title:Chief Executive Officer


 



    	 



    	 



    




 


 


 


[Signature pages to Voting Agreement]


 


 


 


 


 


 


 


 


 


 




    	 



    	 



    

 





	“VOTING PARTIES”	 	Type and Number of Voting Shares Owned by  

Voting Party
	
         

         

        /s/ Gary Sekulski
	 	 
	
        

        Gary Sekulski
		Common Stock11,000,000
	
         

         

         

        /s/ Annie Saskowitz

        
	 	 
	Annie Saskowitz	 	Common Stock230,000
	
         

         

         

        /s/ Hemil Khandwala

        
	 	 
	Hemil Khandwala	 	Common Stock100,000
	
         

          

        /s/ John M. Phelps, Jr.

        
	 	 
	John M. Phelps, Jr.	 	Common Stock1,406,372
	 	 	 



 


	RLJ PARTNERS	 	 
	By:	
        

         

        /s/ Joshua Troy Wecke
	 	 
	Name:Joshua Troy WeckeTitle:Owner


	 	Common Stock1,900,000



 


	
        

         

         

        /s/ Roseann Wexler

        
	 	 
	Roseann Wexler	 	Common Stock1,175,500




 


[Signature
pages to Voting Agreement]


 


 



    	 



    	 



    




 





	“VOTING PARTIES”	 	

                                                                                Type and Number of Voting Shares Owned by  
Voting Party

	
         

         

        /s/ Ruth V. Ackerman
	 	 
	Ruth V. Ackerman	 	Common Stock220,000
	 	 	 



 


	RX SERVICES INC.	 	 
	By:	
         

        

         

        /s/ Hemil Khandwala

	 	Common Stock2,900,000
	Name:Hemil Khandwala
 Title:President	 	 



 


	
         

         

        /s/ Scott Weeber
	 	 
	Scott Weeber	 	Common Stock100,000
	 	 	 



 


	THE OTIS FUND	 	 
	By:	
         

        

         

        Victor Wexler

	 	Common Stock1,068,062
	Name:Victor Wexler
 Title:President
 Title:Owner	 	 



 







 


 


 


[Signature pages to Voting Agreement]