REGISTRATION RIGHTS AGREEMENT


 


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”).


 


WHEREAS, the Investors
have acquired securities of the Company pursuant to that certain Agreement and Plan of Merger (the “Merger Agreement”),
dated as of January 25, 2013, by and among the Company, Selway Merger Sub, Inc., a New Jersey corporation (“Merger Sub”),
HCA, Prescription Corporation of America, a New Jersey corporation (“PCA”), the Stockholders’ Representative
and Gary Sekulski as the Buyer’s Representative, pursuant to which Merger Sub will be merged with and into HCA (the “Acquisition
Transaction”); and


 


WHEREAS, the Representative
and the Company desire to enter into this Agreement to provide the Investors with certain rights relating to the registration of
the Payment Securities the Investors acquired pursuant to the Merger Agreement;


 


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”
means the common stock, par value $0.0001 per share, of the Company.


 


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


 


“Company Securities”
is defined in Section 2.1.4.


 


“Demand Registration”
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.


 


“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.


 


“Payment Securities”
means the shares of Common Stock issued to the Investors pursuant to the Merger Agreement in the form of Closing Payment Shares,
Earnout Payment Shares, Financing Payment Shares and Sponsor Payment Shares (as such terms are defined in the Merger Agreement).


 


“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 Payment Securities issued to Investors in connection with the Acquisition Transaction.  Registrable
Securities includes any warrants, Common Stock, preferred 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 securities.  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 restriction 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).


 


“Repurchase Right”
is defined in Section 6.10.1.


 


“Rule 144”
means Rule 144 promulgated under the Securities Act or any successor rule thereto, as such rules may be amended from time to time.


 


“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.


 


2.1Demand
Registration.


 


2.1.1Request
for Registration.  At any time and from time to time on or after the date that is six months following the consummation
of the Acquisition Transaction, the Stockholders’ Representative may, on behalf of the Investors, make a written demand for
registration under the Securities Act of all or part of the Registrable Securities (a “Demand Registration”).  Any
demand for a Demand Registration shall specify the number 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.   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. 


 


2.1.2Effective
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) the Stockholders’ Representative thereafter elects 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.


 


2.1.3Underwritten
Offering.  If the Stockholders’ Representative so advises the Company as part of its 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 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 the Stockholders’ Representative; provided that the selection of the Underwriter or Underwriters shall be
subject to the approval of the Company, which approval will not be unreasonably withheld or delayed.


 


2.1.4Reduction
of Offering.  If the managing Underwriter or Underwriters for a Demand Registration that is to be an underwritten
offering advises the Company and the Stockholders’ Representative in writing that the dollar amount or number of Registrable
Securities to be sold, taken together with all other securities of the Company (such securities of the Company generally, the “Company
Securities”) which the Company desires to sell and the Company Securities, if any, as to which registration has been requested
pursuant to written contractual piggy-back registration rights held by other stockholders 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 (pro rata in accordance with the number of Registrable Securities held by each
Investor) 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 Company 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 Company Securities 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 Company Securities that other stockholders desire to sell that can be sold without exceeding the Maximum Number
of Shares.


 



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2.1.5Withdrawal.  If
the Stockholders’ Representative disapproves of the terms of any underwriting or not all of the Registrable Securities may
be included in any offering, the Stockholders’ Representative may elect to withdraw the Registrable Securities from such
offering by giving written notice to the Company and the Underwriter or Underwriters of the request to withdraw prior to the effectiveness
of the Registration Statement with respect to such Demand Registration.  If the Stockholders’ Representative withdraws
from a proposed offering relating to a Demand Registration, then such registration shall not count as a Demand Registration.


 


2.2Piggy-Back
Registration.


 


2.2.1Piggy-Back
Rights.  If at any time on or after the date that is six months following the consummation of the Acquisition Transaction
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 stockholders of the Company for their account (or by the Company and by stockholders 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 stockholders,
(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 Stockholders’ Representative 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
Company 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 Stockholders’ Representative the opportunity to
register the sale of the Registrable Securities by notice within five (5) days following receipt of such notice (a “Piggy-Back
Registration”).  The Company shall cause the Registrable Securities to be included in such registration and shall
use its commercially reasonable 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 Company Securities 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.  


 


2.2.2Reduction
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 Stockholders’ Representative in writing that the dollar amount or number of Company
Securities exceeds the Maximum Number of Shares, then the Company shall include in any such registration:


 


(i)If
the registration is undertaken for the Company’s account: (A) first, the Company 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 Company Securities, 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 securities elected to be included in such registration, regardless of the number of Company Securities
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


 



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(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 securities 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 securities 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 Company Securities, 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 Company Securities elected to be included in such registration, regardless of the number
of securities with respect to which such persons have the right to request such inclusion) that can be sold without exceeding the
Maximum Number of Shares.


 


2.2.3Withdrawal.  The
Stockholders’ Representative may elect to withdraw such 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 Piggy-Back 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.


 


2.3Registrations
on Form S-3.  The Stockholders’ Representative may at any time and from time to time, request in writing that
the Company register the resale of the 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 shall, as soon as practicable thereafter,
effect the registration of the Registrable Securities; provided, however, that the Company shall not be obligated to effect any
such registration pursuant to this Section 2.3 if Form S-3 is not available for such offering.  Registrations effected
pursuant to this Section 2.3 shall not be counted as Demand Registrations effected pursuant to Section 2.1.


 


3.REGISTRATION
PROCEDURES.


 


3.1Filings;
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 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:


 


3.1.1Filing
Registration Statement.  The Company shall, as expeditiously as possible and in any event within ninty (90) 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 commercially reasonable 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 stockholders 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.


 



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3.1.2Copies.  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.


 


3.1.3Amendments
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.


 


3.1.4Notification.  After
the filing of a Registration Statement, the Company shall promptly, but 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.


 



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3.1.5State
Securities Laws Compliance.  The Company shall use its commercially reasonable 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 or to general service
of process in any such jurisdiction.


 


3.1.6Agreements
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.


 


3.1.7Cooperation.  The
Company shall cause 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 to cooperate 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.


 


3.1.8Records.  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.


 


3.1.9Opinions
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.


 



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3.1.10Earnings
Statement.  The Company shall comply with all applicable rules and regulations of the Commission and the Securities
Act, and make available to its stockholders, 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.


 


3.2Registration
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 reasonable
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 stockholders 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.  


 


3.3Information.  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.


 


4.1Indemnification
by the Company.  The Company agrees to indemnify and hold harmless the Stockholders’ Representative, each 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 a 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.


 



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4.2Indemnification
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 Stockholders’ Representative, the Company, each Underwriter, as applicable, and each
of their respective officers, employees, affiliates, directors, partners, members, attorneys and agents, 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.


 


4.3Conduct
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.


 



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4.4Contribution.


 


4.4.1If
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.


 


4.4.2The
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.Rule
144.


 


5.1Rule
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, or any similar Rule or regulation hereafter adopted by the Commission.


 



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6.MISCELLANEOUS.


 


6.1Other
Registration Rights.  Except as disclosed in the Company’s public filings with the Commission, 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 Company Securities for sale or to include any Company Securities in any registration filed by the Company for the
sale of Company Securities for its own account or for the account of any other person.


 


6.2Assignment;
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.  The Investors are third party beneficiaries to this Agreement.


 


6.3Notices.  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


900 Third Avenue, 19th Fl.


New York, NY 10022


Attention: Chief Executive Officer


Telecopy: (212) 308-6623


 


with a copy to:


 


Zysman Aharoni Gayer and


Sullivan & Worcester LLP


One Post Office Square


Boston, MA 02109


Attn: Edwin L. Miller Jr.


Telecopy: (617) 338-2880


 


and


 


Loeb & Loeb LLP


345 Park Avenue


 



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New York, New York 1015


Attention: Mitchell S. Nussbaum and Giovanni Caruso


 


To the Stockholders’ Representative, to:


 


Gary Sekulski


c/o Healthcare Corporation of America


66 Ford Road – Suite 230


Denville, NY 07834


Telecopy: (973) 983-6304


 


with a copy to:


 


Loeb & Loeb LLP


345 Park Avenue


New York, New York 1015


Attention: Mitchell S. Nussbaum and Giovanni Caruso


 


6.4Severability.  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.


 


6.5Counterparts.  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.


 


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


 


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


 


6.8Titles
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.


 


6.9Waivers
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.


 



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6.10Specific
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.


 


6.11Remedies
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 Stockholders’ Representative, any 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.


 


6.12Governing
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).


 


6.13Waiver
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 Stockholders’ Representative in the negotiation,
administration, performance or enforcement hereof.


 


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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/ Edmundo Gonzalez

	 	Name:	Edmundo Gonzalez
	 	Title:	Chief Financial Officer


 


	 	STOCKHOLDERS’ REPRESENTATIVE
	 	 
	 	/s/ Gary Sekulski
	 	Gary Sekulski




 


[Signature Page to Registration Rights
Agreement]