THE SECURITIES REPRESENTED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR APPLICABLE STATE LAW. NEITHER
THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE LAW WHICH,
IN THE OPINION OF COUNSEL TO THE COMPANY, IS AVAILABLE.


 


WARRANT


 


For the Purchase of [____________] Shares
of Common Stock of


 


HEALTHCARE CORPORATION OF AMERICA


 


1.Grant of Warrant. THIS CERTIFIES
THAT, pursuant to the terms of that certain Note Purchase Agreement dated as of April 3, 2014 (the “NPA”), by
and among Healthcare Corporation of America, a Delaware corporation (the “Company”) and the Noteholders (as
defined in the NPA and hereinafter), and for consideration the sufficiency of which is hereby acknowledged, [_________________]
(“Holder” and together with its permitted transferees, the “Holders”) is entitled, at any
time or from time to time from the date hereof (the “Commencement Date”), and ending five (5) years from the
date hereof on April 2, 2019 (the ”Expiration Date”), but not thereafter, to subscribe for, purchase
and receive, in whole or in part, up to to purchase an aggregate of [_________] shares of common stock of the Company, par
value $0.0001 per share (the “Common Stock”), subject to adjustment as provided in Section 6 hereof. If the
Expiration Date is a day on which banking institutions are authorized by law to close in New York City, then this Warrant may be
exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the
Expiration Date, the Company agrees not to take any action that would terminate this Warrant. This Warrant is exercisable at an
exercise price equal to the lower among the following: (a) the price per share of the Next Round Securities (as defined in the
NPA); (b) the conversion price of a convertible note raised after the transaction contemplated herein and under the NPA; and (c)
the exercise price of warrants to the extent included in the Next Financing Round (as defined in the NPA) (the “Exercise
Price”).


 


2.Exercise.


 


2.1Exercise
Form. In order to exercise this Warrant, the exercise form attached hereto must be duly executed and completed and delivered
to the Company, together with this Warrant and payment of the Exercise Price for the shares of Common Stock being purchased payable
in cash by wire transfer of immediately available funds to an account designated by the Company or by certified check or official
bank check. If the subscription rights represented hereby shall not be exercised at or before 5:00 p.m., Eastern time, on the Expiration
Date, this Warrant shall become and be void without further force or effect, and all rights represented hereby shall cease and
expire.


 


2.2Cashless
Exercise. In lieu of exercising this Warrant by payment of cash or certified check or official bank check payable to the order
of the Company pursuant to Section 2.1 above, Holder may elect to receive the number of shares of Common Stock equal to the value
of this Warrant (or the portion thereof being exercised), by surrender of this Warrant to the Company, together with the exercise
form attached hereto, in which event the Company shall issue to Holder shares of Common Stock in accordance with the following
formula:


 






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	X	=	Y(A-B)	 	 	 	 
	 	 	  A	 	 	 	 
	 	 	 	Where,	X	=	The number of shares of Common Stock to be issued to Holder;
	 	 	 	 	 	 	 
	 	 	 	 	Y	=	The number of shares of Common Stock for which the Warrant is being exercised;
	 	 	 	 	 	 	 
	 	 	 	 	A	=	The fair market value of one share of Common Stock; and
	 	 	 	 	 	 	 
	 	 	 	 	B	=	The Exercise Price.







 





 


For purposes of this
Section 2.2, the fair market value of a share of Common Stock is defined as follows:


 


(i)if the Company’s
Common Stock is traded on a securities exchange, the value shall be deemed to be the average of the closing prices on such exchange
or market over the thirty (30) day period ending three (3) days prior to the date of the exercise form being submitted in connection
with the exercise of the Warrant; or


 


(ii)if the Company’s
Common Stock is actively traded over-the-counter, the value shall be deemed to be the average of the closing bid prices over the
thirty (30) day period ending three (3) days prior to the date of the exercise form being submitted in connection with the exercise
of the Warrant; or


 


(iii)if there
is no active public market for the Common Stock, the value of a share of Common Stock shall be the fair market value thereof, as
determined in good faith by the Company’s Board of Directors.


 


2.3Legend. Each certificate for
the securities purchased under this Warrant shall bear a legend as follows unless such securities have been registered under the
Securities Act of 1933, as amended (the “Act”):


 


“THE SECURITIES
REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)
OR APPLICABLE STATE LAW. NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT
AND APPLICABLE STATE LAW WHICH, IN THE OPINION OF COUNSEL TO THE COMPANY, IS AVAILABLE.”


  


3.Transfer.


 


3.1General Restrictions.
The registered Holder of this Warrant agrees by his, her or its acceptance hereof, that transfers to others may be made subject
to compliance with or exemptions from applicable securities laws. In order to make any permitted assignment, the Holder must deliver
to the Company the assignment form attached hereto duly executed and completed, together with this Warrant and payment of all transfer
taxes, if any, payable in connection therewith. The Company shall within five business days transfer this Warrant on the books
of the Company and shall execute and deliver a new Warrant or Warrants of like tenor to the appropriate assignee(s) expressly evidencing
the right to purchase the aggregate number of shares of Common Stock purchasable hereunder or such portion of such number as shall
be contemplated by any such assignment.


 






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3.2Restrictions
Imposed by the Act. The securities evidenced by this Warrant shall not be transferred unless and until: (i) the Company has
received assurances from the Holder that the securities may be transferred pursuant to an exemption from registration under the
Act and applicable state securities laws, or (ii) a registration statement or a post-effective amendment to such Registration Statement
relating to the offer and sale of such securities has been filed by the Company and declared effective by the Securities and Exchange
Commission and compliance with applicable state securities law has been established.


 


4.Registration Rights. The Company
agrees to grant the Holder the same registration rights applicable in accordance with that certain Registration Rights Agreement,
dated as of December 2013, by and among the Company and the investors named therein, or if there exists a newer Registration Rights
Agreement, then the most recent version thereof.


 


5.New Warrants to be Issued.


 


5.1Partial Exercise
or Transfer. Subject to the restrictions in Section 3 hereof, this Warrant may be exercised or assigned in whole or in part.
In the event of the exercise or assignment hereof in part only, upon surrender of this Warrant for cancellation, together with
the duly executed exercise or assignment form and funds sufficient to pay any Exercise Price and/or transfer tax if exercised pursuant
to Section 2.1 hereto, the Company shall cause to be delivered to the Holder without charge a new Warrant of like tenor to this
Warrant in the name of the Holder evidencing the right of the Holder to purchase the number of shares of Common Stock purchasable
hereunder as to which this Warrant has not been exercised or assigned.


 


5.2Lost Certificate.
Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Warrant and of
reasonably satisfactory indemnification or the posting of a bond, the Company shall execute and deliver a new Warrant of like tenor
and date. Any such new Warrant executed and delivered as a result of such loss, theft, mutilation or destruction shall constitute
a substitute contractual obligation on the part of the Company.


 


6.Adjustments.


 


6.1Adjustments
to Exercise Price and Number of Securities. The Exercise Price and the number of shares of Common Stock underlying the Warrant
shall be subject to adjustment from time to time as hereinafter set forth:


 


6.1.1Equity
Financing. Reserved.


 


6.1.2Share Dividends;
Split Ups. If after the date hereof, and subject to the provisions of Section 6.3 below, the number of outstanding shares of
Common Stock is increased by a stock dividend payable in shares of Common Stock or by a split up of shares of Common Stock or other
similar event, then, on the effective day thereof, the number of shares of Common Stock purchasable hereunder shall be increased
in proportion to such increase in outstanding shares, and the Exercise Price shall be proportionately adjusted.


 






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6.1.3Aggregation
of Shares. If after the date hereof, and subject to the provisions of Section 6.3, the number of outstanding shares of Common
Stock is decreased by a consolidation, combination or reclassification of shares of Common Stock or other similar event, then,
on the effective date thereof, the number of shares of Common Stock purchasable hereunder shall be decreased in proportion to such
decrease in outstanding shares of Common Stock.


 


6.1.4Replacement
of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common
Stock other than a change covered by Section 6.1.2 or 6.1.3 hereof or that solely affects the par value of the Common Stock, or
in the case of any share reconstruction or amalgamation or consolidation of the Company with or into another corporation (other
than a consolidation or share reconstruction or amalgamation in which the Company is the continuing corporation and that does not
result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance
to another corporation or entity of the property of the Company as an entirety or substantially as an entirety in connection with
which the Company is dissolved, the Holder of this Warrant shall have the right thereafter (until the expiration of the right of
exercise of this Warrant) to receive upon the exercise hereof, for the same aggregate Exercise Price payable hereunder immediately
prior to such event, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such
reclassification, reorganization, share reconstruction or amalgamation, or consolidation, or upon a dissolution following any such
sale or transfer, by a Holder of the number of shares of Common Stock obtainable upon exercise of this Warrant immediately prior
to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section 6.1.2 or 6.1.3,
then such adjustment shall be made pursuant to Sections 6.1.2 or 6.1.3 and this Section 6.1.4. The provisions of this Section 6.1.4
shall similarly apply to successive reclassifications, reorganizations, share reconstructions or amalgamations, or consolidations,
sales or other transfers.


 


6.2Substitute
Warrant. In case of any consolidation of the Company with, or share reconstruction or amalgamation of the Company with or into,
another corporation (other than a consolidation or share reconstruction or amalgamation which does not result in any reclassification
or change of the outstanding Shares), the corporation formed by such consolidation or share reconstruction or amalgamation shall
execute and deliver to the Holder a supplemental Warrant providing that the holder of each Warrant then outstanding or to be outstanding
shall have the right thereafter (until the stated expiration of such Warrant) to receive, upon exercise of such Warrant, the kind
and amount of shares of stock and other securities and property receivable upon such consolidation or share reconstruction or amalgamation,
by a holder of the number of Shares of Common Stock and underlying securities of the Company for which such Warrant might have
been exercised immediately prior to such consolidation, share reconstruction or amalgamation, sale or transfer. Such supplemental
Warrant shall provide for adjustments which shall be identical to the adjustments provided for in this Section 6. The above provision
of this Section shall similarly apply to successive consolidations or share reconstructions or amalgamations.


 


6.3Elimination
of Fractional Interests. The Company shall not be required to issue certificates representing fractions of shares of Common
Stock upon the exercise of the Warrant, nor shall it be required to issue scrip or pay cash in lieu of any fractional interests,
it being the intent of the parties that all fractional interests shall be eliminated by rounding any fraction up or down, as the
case may be, to the nearest whole number of shares of Common Stock or other securities, properties or rights.


 


7.Reservation. The Company shall
at all times reserve and keep available out of its authorized shares of Capital Stock, solely for the purpose of issuance upon
exercise of the Warrants, such number of shares of Common Stock or other securities, properties or rights as shall be issuable
upon the exercise thereof. The Company covenants and agrees that, upon exercise of the Warrants and payment of the Exercise Price
therefore, in accordance with the terms hereby, all shares of Common Stock and other securities issuable upon such exercise shall
be duly and validly issued, fully paid and non-assessable and not subject to preemptive rights of any shareholder.


 






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8.Certain Notice Requirements.


 


8.1Holders’
Right to Receive Notice. Nothing herein shall be construed as conferring upon the Holders the right to vote or consent or to
receive notice as a shareholder for the election of directors or any other matter, or as having any rights whatsoever as a shareholder
of the Company. If, however, at any time prior to the expiration of the Warrants and their exercise, any of the events described
in Section 8.2 shall occur, then, in one or more of said events, the Company shall give written notice of such event at least fifteen
days prior to the date fixed as a record date or the date of closing the transfer books for the determination of the shareholders
entitled to such dividend, distribution, conversion or exchange of securities or subscription rights, or entitled to vote on such
proposed dissolution, liquidation, winding up or sale. Such notice shall specify such record date or the date of the closing of
the transfer books, as the case may be. Notwithstanding the foregoing, the Company shall deliver to each Holder a copy of each
notice given to the other shareholders of the Company at the same time and in the same manner that such notice is given to the
shareholders.


 


8.2Events Requiring
Notice. The Company shall be required to give the notice described in this Section 8 upon one or more of the following events:
(i) if the Company shall take a record of the holders of its Shares for the purpose of entitling them to receive a dividend or
distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of retained earnings,
as indicated by the accounting treatment of such dividend or distribution on the books of the Company, (ii) the Company shall offer
to all the holders of its Shares any additional shares of capital stock of the Company or securities convertible into or exchangeable
for shares of capital stock of the Company, or any option, right or warrant to subscribe therefore, or (iii) a dissolution, liquidation
or winding up of the Company(other than in connection with a consolidation or share reconstruction or amalgamation) or a sale of
all or substantially all of its property, assets and business shall be proposed.


 


8.3Transmittal
of Notices. All notices, requests, consents and other communications under this Warrant shall be in writing and shall be deemed
to have been duly made when hand delivered, or mailed by express mail or private courier service: (i) if to the registered Holder
of the Warrant, to the address of such Holder as shown on the books of the Company, or (ii) if to the Company, to following address
or to such other address as the Company may designate by notice to the Holders:


 


Healthcare Corporation
of America


Attention: Chief Executive
Officer


66 Ford Road


Denville, NJ 07834


 


With a copy to:


 


Loeb & Loeb LLP


345 Park Avenue


New York, New York 1015


Attention:  Mitchell
S. Nussbaum and Giovanni Caruso


 






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9Miscellaneous.


  


9.1Amendments.
All modifications or amendments to this Warrant shall require the written consent of and be signed by the party against whom enforcement
of the modification or amendment is sought.


 


9.2Headings.
The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the
meaning or interpretation of any of the terms or provisions of this Warrant.


 


9.3Entire Agreement.
This Warrant (together with the other agreements and documents being delivered pursuant to or in connection with this Warrant)
constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, and supersedes all prior agreements
and understandings of the parties, oral and written, with respect to the subject matter hereof.


 


9.4Binding Effect.
This Warrant shall inure solely to the benefit of and shall be binding upon, the Holder and the Company and their permitted assignees,
respective successors, legal representative and assigns, and no other person shall have or be construed to have any legal or equitable
right, remedy or claim under or in respect of or by virtue of this Warrant or any provisions herein contained.


 


9.5Governing
Law; Submission to Jurisdiction. This Warrant shall be governed by and construed and enforced in accordance with the laws of
the State of New York, without giving effect to conflict of laws principles thereof (other than sections 5-1401 and 5-1402 of the
New York General Obligations law, which shall apply to this Warrant). The Company hereby agrees that any action, proceeding or
claim against it arising out of, or relating in any way to this Warrant shall be brought and enforced in the New York Supreme Court,
County of New York, or in the United States District Court for the Southern District of New York, and irrevocably submits to such
jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and
that such courts represent an inconvenient forum. Any process or summons to be served upon the Company may be served by transmitting
a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth
in Section 8 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any action,
proceeding or claim. The Company and the Holder agree that the prevailing party(ies) in any such action shall be entitled to recover
from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or
incurred in connection with the preparation therefore.


 


9.6Waiver, etc.
The failure of the Company or the Holder to at any time enforce any of the provisions of this Warrant shall not be deemed or construed
to be a waiver of any such provision, nor to in any way affect the validity of this Warrant or any provision hereof or the right
of the Company or any Holder to thereafter enforce each and every provision of this Warrant. No waiver of any breach, non-compliance
or non-fulfillment of any of the provisions of this Warrant shall be effective unless set forth in a written instrument executed
by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance
or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment.


 


 


[Remainder of page deliberately left
blank.]


 


 


 


 




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IN WITNESS WHEREOF,
the Company has caused this Warrant to be signed by its duly authorized officer as of the 3rd day of April, 2014.


 


	 	HEALTHCARE CORPORATION OF AMERICA
	 	 	 
	 	By:	
	 	Name:	 
	 	Title:	 


 


ACCEPTED AND AGREED:


 


	[Noteholder] 	 
	 	 	 
	By:		 
	Name:	 	 
	Title:	 	 


 


 








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