This restated EMPLOYMENT
AGREEMENT (the “Agreement”) is dated as of 8th day of May, 2013 by and between Selway Capital Acquisition
Corporation, a Delaware corporation, and its wholly owned subsidiaries, Healthcare Corporation of America, Prescription Corporation
of America, and Prescription Benefits, Inc., each being a New Jersey corporation with offices located at 66 Ford Road, Suite 230,
Denville, New Jersey 07834 (hereinafter collectively referred to as the “Employer” and/or the “Company”),
and Yoram Bibring, an individual residing at 421 Lewelen Circle, Englewood, New Jersey 07631 (the “Executive”).


 


WHEREAS, the Employer
desires to obtain the services of and employ the Executive, and the Executive desires to provide such services and continue such
employment, each on the terms and conditions hereinafter set forth.


 


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


 


1.Employment;
Term; Title; Authority.


 


(a)Employment.
The Employer hereby employs the Executive, and the Executive hereby accepts employment with the Employer, upon the terms set forth
in this Agreement.


 


(b) Term. Executive’s
employment shall commence as of June 3, 2013 and continue for a period of thirty-six (36) months thereafter unless such employment
is otherwise terminated pursuant to Section 6 of this Agreement (such period of employment, the “Term”).


 


(c) Position &
Duties. The Executive shall serve as the Chief Financial Officer of the Employer during the Term and shall be subject to the
supervision of, and shall report to the Chairman and Chief Executive Officer of the Company (“CEO”) and shall be further
subject to the supervision of the Audit Committee of the Board of Directors of the Company when such committee is formed by the
Company. The Executive’s responsibilities will include all financial and accounting activities and periodic reporting, attendance
at Board meetings, investor relations, coordination with SEC counsel, analysis and evaluation of merger and acquisition activities
and large transactions. Without the prior approval of the CEO, the Executive shall not take or authorize to be taken any action
(a) outside the ordinary course of the Employer’s business, (b) that involves a material long-term commitment of the Employer
or (c) that contravenes any policies, procedures or directives (i) adopted by the Board or (ii) communicated to the Executive by
any member of the Executive Committee of the Board other than the Executive.


 


2. Extent of Services.


 


(a)Extent
of Services. The Executive agrees to devote the Executive’s full business time and attention, except during any period
of illness, incapacity or vacation, to the performance of the Executive’s duties under this Agreement. The Executive shall
perform such duties to the best of the Executive’s ability and shall use reasonable best efforts to further the interests
of the Employer. Subject to the approval of the CEO, the Executive shall have the right to engage in other business activities
which do not conflict with or impair the performance of any of the Executive’s duties hereunder; provided, however,
that nothing in this Section 2(a) shall be deemed to prohibit the Executive from serving on corporate, industry, civic,
or charitable boards or committees or participating in such other charitable, educational, religious, civic or similar activities
in any manner, so long as such activities do not inhibit, conflict or interfere with the discharge of the Executive's duties hereunder.
The Executive shall perform the Executive’s assigned duties diligently, loyally, conscientiously and with reasonable skill
and shall comply in all material respects with all of the Employer’s rules, procedures and standards applicable from time
to time to employees of the Employer with respect to the Executive’s conduct and access to and use of the Employer’s
property, equipment and facilities.


 






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(b) Place of Performance.
The Executive will perform his services principally in the Denville, New Jersey office of the Employer (“Place of Performance”).
The Executive acknowledges that his position may include some travel responsibilities.


 


(c) No Conflicts.
The Executive represents and warrants to the Employer as of the date of this Agreement that: (i) the Executive is able to enter
into this Agreement and that the Executive’s ability to enter into this Agreement and to fully perform all duties hereunder
are not limited to or restricted by any agreements or understandings between the Executive and any other Person; and (ii) other
than employee benefits generally available to employees of the Employer, this Agreement is the only agreement (written, verbal
or otherwise), transaction, arrangement or other commitment of any kind between the Executive and the Employer (or any Affiliate
of the Employer) under which the Executive is or may become entitled to receive payment, fringe benefits or other financial benefits.


 


(d) Definitions.
For the purposes of this Agreement: (i) "Affiliate" means, with respect to any Person, any Person directly or
indirectly controlling, controlled by, or under common control with such Person. For purposes of this definition, the terms "controlling",
"controlled by", or "under common control with" shall mean the possession, direct or indirect, of the power
to direct or cause the direction of 10% or more of the management and policies of a Person, whether through the ownership of voting
securities, by contract, or otherwise; (ii) "Family Member" means, with respect to any Person, any child, stepchild,
grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law,
or sister-in-law (including adoptive relationships) of such Person; and (iii) “Person” means any natural person,
corporation, partnership, limited liability partnership, limited liability company, or any other entity of any nature, including
any unincorporated association.


 






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3. Compensation


 


(a) Base Salary.
During the Term, the Employer shall pay the Executive an annual base salary of $250,000.00 payable in accordance with the Employer’s
customary payroll procedures (the “Base Salary”). The Base Salary shall be reviewed on an annual basis by the
CEO. All compensation payable to the Executive from the Employer or its affiliates shall be subject to all applicable withholding
taxes, normal payroll withholding and any other amounts required by law or the terms of any applicable benefit plan or program
to be withheld.


 


(b) Bonus Program.
The Executive shall be eligible for a $100,000 annual bonus on a fiscal year basis subject to all terms and conditions of Employer’s
then current bonus plan for senior management. Fifty percent (50%) of the Executive’s annual bonus compensation may, at the
discretion of the Company, be paid each year in registered shares of the Company’s common stock.


 


(c) Stock Options.
Subject to implementation of a fully approved and legally compliant employee stock compensation program, the Executive shall be
issued 200,000 stock options at an exercise price equal to the fair market value per share as of the date of grant. These options
will vest over a three year period in monthly increments beginning November 1, 2013. These options will vest immediately upon a
Change of Control of the Company which shall mean the sale or transfer of all or substantially all of the assets of the Company
or the sale of more than fifty percent (50%) of the shares of capital stock of the Company entitled to vote generally for the election
of directors of the Company.


 


(d) Sign-On Bonus:
Upon execution, the Company shall pay the Executive a one-time bonus in the sum of $18,500.


 


4. Employee Benefits.


 


(a) Fringe Benefits.
The Employer shall afford the Executive the opportunity to participate in any health care, dental, disability insurance, retirement,
savings and any other employee benefits plans, policies or arrangements which the Employer maintains for its senior executives,
including the CEO, in accordance with the written terms of such plans, policies or arrangements. Nothing in this Agreement shall
require the Employer to establish, maintain or continue any benefit plans, policies or arrangements or restrict the right of the
Employer to amend, modify or terminate any such benefit plan, policy or arrangement.


 


(b) Holidays, Vacation.
The Executive shall be entitled to all public holidays observed by the Company and four weeks’ vacation in his first and
all subsequent years of service. The Executive shall take vacation at a reasonable time or times.


 


5.Reimbursement
of Business Expenses.


 


The Employer shall reimburse
the Executive in accordance with Employer’s reimbursement policies for all reasonable out-of-pocket costs incurred or paid
by the Executive in connection with, or related to, the performance of the Executive’s duties, responsibilities or services
under this Agreement.


 






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6.
Termination; Severance.


 


(a)Definition
of Cause. The Executive's employment hereunder may be terminated by the Employer at any time with or without Cause.
For purposes of this Agreement, the term “Cause”
shall mean any of the following: (A) your neglect or willful failure or refusal to perform your duties hereunder (other than as
a result of total or partial incapacity due to physical or mental illness); (B) engaging in gross misconduct; (C) perpetration
of an intentional and knowing fraud against or affecting the Company or any of its affiliates or any customer, agent, or employee
thereof; (D) any willful or intentional act that could reasonably be expected to injure the reputation, business, or business relationships
of the Company or any of its affiliates or Executive’s reputation or business relationships; (E) your material failure to
comply with, and/or a material violation by you of, the internal policies of the Company or any of its affiliates and/or procedures
or any laws or regulations applicable to your conduct as an employee of the Company; (F) conviction (including conviction on a
nolo contendere plea) of a felony or any crime involving fraud, dishonesty or moral turpitude.


 


For purposes of this
Section 6, no act or failure to act, on the part of the Executive, shall be considered “willful” unless it is
done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive's action or omission
was in the best interests of the Employer. Any act, or failure to act, based upon authority given pursuant to a resolution duly
adopted by the Board or upon the instructions of the Chairman of the Board or based upon the advice of counsel for the Employer
shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the
Employer.


 


(b)Termination
by Executive. The Executive may terminate the Executive’s employment hereunder at any time.


 


(c)Termination
for Cause; Voluntary Termination. If the Executive is terminated by the Employer for Cause, or if the Executive voluntarily
terminates employment without Good Reason, then, except as required by law, the Employer shall have no further obligations with
respect to Executive’s employment hereunder or otherwise from and after the date of said termination, except (i) to pay the
Executive's Base Salary then in effect through the date of termination, (ii) to pay the Executive for unreimbursed expenses incurred
prior to such termination pursuant to Section 5, and (iii) to pay the Executive any other accrued but unpaid obligations
of the Executive (including the payment of accrued and unused vacation time) ((i) through (iii) collectively referred to herein
as the “Accrued Obligations”).


 


(d)Termination Without Cause;
or Termination for Good Reason. If the Executive is terminated by the Employer without Cause or if the Executive terminates
employment for “Good Reason” (as defined hereinbelow) at any time after November 1, 2013, the Executive shall be entitled
to receive, in addition to the Accrued Obligations, (i) severance in an amount equal to 100% of the Executive's Base Salary then
in effect, provided that such severance shall be paid to the Executive, net of payroll taxes and other deductions, over a twelve
(12) month period (the “Severance Period”), in accordance with the customary payroll practices of the Employer as in
effect on the Executive’s termination date, commencing as of such date subject to Section 6(g), (ii) the Executive’s
full bonus target for the twelve month period following such termination paid in equal installments over the Severance Period,
and (iii) automatic vesting of options that would otherwise fully vest during such twelve month period.


 






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For purposes of this
Agreement, “Good Reason” shall mean, in the absence of a written consent of Executive:


 


  (i) the failure of the Employer to pay any material amounts due to the Executive or to fulfill any other material obligations to the Executive under this Agreement;; or




 


  (ii) a material reduction in the Executive’s Base Salary or/and target annual bonus, unless such reduction is not greater than the average percentage reduction in the base salary of other executive-level employees of the Employer.




 


(iii)
the Company’s transfer of Executive’s Place of Performance of services to a geographic location more than 50 miles
from the George Washington Bridge.


 


Any notice of termination for Good Reason
must be made no later than ninety (90) days following the initial existence of one or more of the above circumstances constituting
“Good Reason”, as defined above and shall be effective no later than twelve (12) months following such initial occurrence.
Notwithstanding the foregoing, in the event that Executive provides written notice of termination for Good Reason, the Company
shall have the opportunity to cure such circumstances within thirty (30) days of receipt of such notice. If Executive does not
deliver to the Company a notice of termination within the ninety (90) day period after Executive has knowledge that an event constituting
Good Reason has occurred, such event will no longer constitute Good Reason.


 



(e) Termination
During Probationary Period. Notwithstanding anything to the contrary set forth in this Agreement, if the Executive is
terminated by the Employer prior to November 1, 2013 by providing thirty (30) days prior written notice, the Employer shall have
no further obligations with respect to Executive’s employment hereunder or otherwise from and after the date of said termination,
except (i) to pay the Executive's Base Salary then in effect through the date of termination, (ii) to pay the Executive for unreimbursed
expenses incurred prior to such termination pursuant to Section 5, and (iii) to pay the Executive any Accrued Obligations.


 


(f) Termination in the Event of
Death or Disability Notwithstanding anything to the contrary set forth in this Agreement, the Employee's employment
under this Agreement shall terminate in the event of the Employee's death or disability. Disability shall mean the inability of
the Executive to perform substantial and material duties due to physical or mental disablement which continues for a period of
six (6) consecutive months during the employment term as determined by an independent qualified physician mutually acceptable to
the Company and the Executive, or his personal representative. If the Executive is terminated by reason of disability, the Executive's
Base Salary provided in Section 3(a) and the other benefits provided under Section 4 shall be continued on a monthly basis as in
effect on the Executive’s termination date, commencing as of such date subject to Section 6(g) until the waiting period for
payment of disability benefits prescribed in any long-term disability insurance provided by the Company to cover the Executive
for such disability is satisfied. In the event this Agreement should terminate by reason of death of the Executive, the Executive's
spouse (or the Executive's estate) shall be paid, upon the occurrence of such termination, applicable death benefits to which the
spouse is entitled under any existing benefit plans of the Company, plus one (1) year's Base Salary pursuant to the terms of this
Agreement, within thirty (30) days from the date of death.


 






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(g)General Release.
Notwithstanding the foregoing, the Executive shall not be entitled to any payment or benefit pursuant to this Section 6
(except payment of the Accrued Obligations) unless the Executive executes (and does not revoke) within a prescribed period not
to exceed sixty (60) days from the date of termination, , a general release of the Employer and its affiliates, and their respective
officers, directors, employees and agents (the “Releasees”), in form and substance reasonably satisfactory to
the Employer.


 


7.Non-Solicitation
and Non-Competition.


 


(a)Non-Competition. The
Executive agrees that during the Restricted Period, the Executive will not (i) engage or participate, directly or indirectly, as
principal, agent, executive, director, proprietor, joint venturer, trustee, employee, employer, consultant, partner or in any other
capacity whatsoever, in the conduct or management of, or own any stock or any other equity investment in or debt of, or provide
any services of any nature whatsoever to or in respect of any business that is competitive with any business conducted or planned
by the Employer or any parent or subsidiaries thereof (collectively, the "PCA Entit(ies)") as of the date of termination
or within twelve (12) months prior to such date of termination (a "Competitive Business") or (ii) become an employee
of, consultant to or, in his or her individual capacity, an independent contractor to any current or targeted customer of any PCA
Entities as of or within twelve (12) months prior to the date of termination of the Executive's employment, provided that the Executive
may become such an employee, consultant or independent contractor of a current or targeted customer that is a multi-unit business
if the Executive is not employed or engaged to (A) provide any activity or service that would constitute a Competitive Business
or (B) be involved in the procurement, servicing or managing of any activity or services conducted or planned by any of the PCA
Entities as of the date of termination of the Executive's employment or within twelve (12) months prior to such date of termination,
provided further that nothing herein shall prevent the Executive from making passive investments constituting ownership of less
than two (2%) of any class of equity interest) in a publicly held corporation. For purposes of this Agreement, “Restricted
Period” means the period that the Executive is employed by the Employer or any Affiliate thereof and for a period of
twelve (12) months following termination, regardless of the reason for such termination.


 


(b)Non-Solicitation
of Employees. During the Restricted Period, the Executive will not, for the Executive's own benefit or for the benefit of any
Person other than the PCA Entities, (i) solicit, or assist any Person to solicit, any officer, director, executive or employee
of or consultant to any PCA Entity to leave his or her employment with or terminate his or her engagement by any PCA Entity , (ii)
hire or cause to be hired any Person who is then, or who at any time within the preceding twelve (12) months was, an officer, a
director, an executive or an employee of or consultant to any PCA Entity or (iii) engage any Person who is then or who at any time
within the preceding twelve (12) months was, an officer, director, executive or employee of or consultant to any PCA Entity as
a partner, contractor, sub-contractor or consultant or in any other capacity whatsoever; provided that the foregoing shall not
apply to any general solicitation (or hiring as a result thereof) directed to the general public of any Person holding (or who
last held) a position below the level of [director, manager or supervisor of an operational or sales business unit].


 






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(c) Non-Solicitation
of Customers. During the Restricted Period, the Executive will not (i) solicit, or assist any Person other than an PCA Entity
to solicit, any Person that is a client or customer of any PCA Entity, or has been a client or customer of any PCA Entity during
the prior twelve (12) months, to provide any services relating to a Competitive Business or (ii) interfere with any of the business
relationships of any PCA Entity.


 


(d)Scope.
The Executive acknowledges that (i) the markets served by the PCA Entities are national and international in scope and are
not dependent on the geographic location of the executive personnel or the businesses by which they are employed; and (ii) the
above covenants are reasonable on their face, and the parties expressly agree that such restrictions have been designed to be reasonable
and no greater than is required for the protection of the PCA Entities and are a significant element of the consideration hereunder.


 


8.Confidential
Information.


 


(a)The Executive
shall not (for the Executive's own benefit or the benefit of any Person other than the PCA Entities) use or disclose any information
with respect to any PCA Entity or any customer or client of any PCA Entity (collectively, “Confidential Information”).
“Confidential Information” includes, by way of example, matters of a business nature, such as proprietary information
about costs, profits, markets, sales, lists of customers, and other information of a similar nature and matters of a technical
nature, “know-how,” computer programs (including documentation of such programs) and research projects, in each case,
to the extent not available to the public and to the extent not independently generated by the Executive or others without any
reference to the Confidential Information of any PCA Entity or any customer or client of an PCA Entity, and such materials constituting
plans for future development. Notwithstanding the foregoing, the Executive may disclose Confidential Information (i) if compelled
to disclose the same by judicial or administrative process or by other requirements of law or regulation (but subject to the following
provisions of this Section 9(a)), (ii) if the same hereafter is in the public domain through no fault of the Executive, (iii) if
the same is later acquired by the Executive from another source that is not under an obligation to another Person to keep such
information confidential or (iv) if the same was independently developed by the Executive without use of, or reference to, any
of the information furnished by or on behalf of any PCA Entity, provided that such independent development can reasonably be proven
by written records. If the Executive is requested or required (by oral questions, interrogatories, requests for information or
documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any such information,
the Executive shall provide the applicable PCA Entity with prompt written notice of any such request or requirement so that such
PCA Entity may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section
9(a). If, in the absence of a protective order or other remedy or the receipt of a waiver by the applicable PCA Entity, the Executive
nonetheless, based on the written advice of outside counsel, is required to disclose such information to any tribunal or in accordance
with applicable law or regulation, the Executive, without liability hereunder, may disclose that portion of such information which
such counsel advises the Executive he or she is legally required to disclose.


 






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(b)At any time
upon the request of the Employer or any PCA Entity, the Executive (or the Executive's heirs or personal representatives) shall
deliver to the Employer or any other applicable PCA Entity all documents and materials containing Confidential Information and
all documents, materials and other property belonging to the Employer or such PCA Entity, which in either case are in the possession
or under the control of the Executive (or the Executive's heirs or personal representatives).


 


(c)All discoveries
and works made or conceived by the Executive during and in the course of the Executive's employment by the Employer, individually
or jointly with others, that relate to the Employer’s activities shall be owned and assignable by the Employer. The terms
“discoveries and works” include, by way of example, inventions, computer programs (including documentation of such
programs), technical improvements, processes, drawings, and works of authorship, including all publications which relate to the
business conducted by any of the PCA Entities or the business, operations or activities of any customer or client of the Employer.
The Executive shall promptly notify and make full disclosure to, and execute and deliver any documents reasonably requested by,
the Employer to evidence or confirm title to such discoveries and works by the Employer, assist the Employer in obtaining or maintaining,
at the Employer’s expense, United States and foreign patents, copyrights, trade secret protection and other protection of
any and all such discoveries and works, and promptly execute, whether during the Executive’s employment or thereafter, all
applications or other endorsements necessary or appropriate to maintain patents and other rights for the Employer or its assignees
and to protect its title thereto. Any discoveries and works which, within six months after the termination of the Executive’s
employment hereunder, are made, disclosed, reduced to a tangible or written form or description, or are reduced to practice by
the Executive and which pertain to work performed by the Executive while with, and in the Executive’s capacity as an employee
of, the Employer shall, as between the Executive and the Employer, be presumed to have been made during the Executive’s employment
by the Employer. The Executive hereby assigns to the Employer the Executive's interest, if any, in all discoveries and works made
or conceived by the Executive during and in the course of the Executive’s employment by the Sellers, individually or jointly
with others, that related to the Seller’s activities and agrees to comply with this Section 8(c) in relation to all such
discoveries and works.


 






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9.Enforcement.


 


(a)The Executive
agrees that because a remedy at law may be inadequate to properly compensate the Employer from violations of Sections 7
and 8 and thus, injunctive relief may be necessary to affect the intent of such Sections. Accordingly, the Executive hereby waives
any objection to Employer’s attempts to seek injunctive relief as a remedy to the Executive’s breach of Section
7 or 8.


 


(b)In the event
that any court of competent jurisdiction shall determine that any one or more of the provisions contained in Sections 7
or 8 shall be unenforceable in any respect, then such provisions shall be deemed limited and restricted to the extent that the
court shall deem the provision to be enforceable. It is the intention of the parties to this Agreement that the covenants and restrictions
in Sections 7 or 8 be given the broadest interpretation permitted by law. The invalidity or unenforceability of any provision
of any provision therein shall not affect the validity or enforceability of any other provision hereof. If, in any judicial or
arbitration proceedings, a court of competent jurisdiction or arbitration panel should refuse to enforce all of the separate covenants
and restrictions in such Sections, then such unenforceable covenants and restrictions shall be eliminated from the provisions of
this Agreement for the purpose of such proceeding to the extent necessary to permit the remaining separate covenants and restrictions
to be enforced in such proceeding.


 


10.
Property of Employer.


 


The Executive acknowledges
that from time to time in the course of providing services pursuant to this Agreement, Executive shall have the opportunity to
inspect and use certain property, both tangible and intangible, of the Employer, and the Executive hereby agrees that such property
shall remain the exclusive property of the Employer and the Executive shall have no right or proprietary interest in such property,
whether tangible or intangible including, without limitation, the customer and supplier lists, contract forms, books of account,
computer programs and similar property of the Employer.


 


11.
Miscellaneous.


 


(a)Notices.
All notices required or permitted under this Agreement shall be in writing and shall be deemed effective upon personal delivery
by overnight courier or upon deposit with the United States Postal Service, by registered or certified mail, postage prepaid, addressed
to the other party at (i) in the case of the Employer, in care of Prescription Corporation of America, 66 Ford Road, Suite 230,
Denville, New Jersey 07834, with a copy to Thomas E. Durkin, III at Durkin & Durkin, 1120 Bloomfield Avenue, West Caldwell,
New Jersey and (ii) in the case of the Executive, at the address shown above, or at such other address or addresses as either party
shall designate to the other in writing from time to time.


 


(b)Gender.
Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter
forms, and the singular forms of nouns and pronouns shall include the plural, and vice versa.


 






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(c)Amendments;
Waiver. This Agreement shall not be amended, altered or modified except by an instrument in writing duly executed by the parties
hereto. Neither the waiver by either of the parties hereto of a breach of or a default under any of the provisions of this Agreement,
nor the failure of either of the parties, on one or more occasions, to enforce any of the provisions of this Agreement or to exercise
any right or privilege hereunder, shall thereafter be construed as a waiver of any subsequent breach or default of a similar nature,
or as a waiver of any such provisions, rights or privileges hereunder.


 


(d)Governing
Law. This Agreement shall be construed, interpreted and enforced in accordance with the laws of the State of New Jersey, without
the application of conflicts of law provisions thereof.


 


(e)Venue.
Any controversy, claim, or suit arising out of or relating to this Agreement or the employment relationship between the Executive
and the Employer, if not resolved between the parties, shall be submitted to any court of competent jurisdiction in the State of
New Jersey.


 


(f)Assignment.
The rights and obligations of the parties to this Agreement shall not be assignable or delegable, except that (i) in the event
of the Executive’s death, the personal representative or legatees or distributes of the Executive’s estate, as the
case may be, shall have the right to receive any amount owing and unpaid to the Executive hereunder and (ii) the rights and obligations
of the Company hereunder shall be assignable and delegable in connection with any subsequent merger, consolidation, sale of all
or substantially all of the assets or stock of the Company or similar transaction involving the Company or a successor corporation.


 


(g)Waivers.
No delays or omission by the Employer or the Executive in exercising any right under this Agreement shall operate as a waiver of
that or any other right. A waiver or consent given by the Employer or the Executive on any one occasion shall be effective only
in that instance and shall not be construed as a bar or waiver of any right on any other occasion.


 


(h)Headings.
The captions appearing in this Agreement are for convenience of reference only and in no way define, limit or affect the scope
or substance of any section of this Agreement.


 


(i) Enforceability.
In case any provision of this Agreement shall be held by a court with jurisdiction over the parties to this Agreement to be invalid,
illegal or otherwise unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected
or impaired thereby.


 


(j)Entire Agreement.
This instrument contains the entire agreement between the Parties with respect to the matters set forth herein and supersedes all
previous written, oral or implied understandings and agreements between the Parties with respect to such matters.


 






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12.
Indemnification by Company.


 


The Company hereby indemnifies
and agrees to hold the Executive harmless from and against any and all damages, loss, liability, claim, cost, expense, action and
causes of action (including without limitation, reasonable attorney’s fees and disbursements) incurred by or asserted against
the Executive, arising from or in connection with any claims, liabilities, causes of action incurred or arising after the Effective
Date of this Agreement, as a result of any acts or omissions of the Executive in the performance of his duties hereunder to the
maximum extent permitted under the laws of the State of New Jersey. The Executive shall be covered by the Company’s Directors
& Officers insurance policy pursuant to and in accordance with the terms of such policy as same may be amended by the Company
from time to time.


 


13.Compliance
With Code Section 409A.


 


(a)Unless otherwise
otherwise expressly provided in writing, any payment of compensation by Company to the Executive, whether pursuant to this Agreement
or otherwise, shall be made no later than the 15th day of the third month (i.e. 21⁄2 months) after the end of the later of
the calendar year or the Company’s fiscal year in which the Executive’s right to such payment vests (i.e., is not subject
to a substantial risk of forfeiture for purposes of Internal Revenue Code Section 409A (“Code Section 409A”)). Such
amounts shall not be subject to the requirements of subsection (b) below applicable to “nonqualified deferred compensation.”


 


(b)All payments of
“nonqualified deferred compensation” (within the meaning of Code Section 409A are intended to comply with the requirements
of Code Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate,
offset or assign any such deferred payment, except in compliance with Code Section 409A. No amount shall be paid prior to the earliest
date on which it is permitted to be paid under Code Section 409A and Executive shall have no discretion with respect to the timing
of payments except as permitted under Section 409A. In the event that the Executive is determined to be a “specified employee”
(as defined and determined under Code Section 409A) of Company at a time when its stock is deemed to be publicly traded on an established
securities market, payments determined to be “nonqualified deferred compensation” payable by reason of “separation
from service” shall be paid no earlier than (i) the first day of the seventh (7th) calendar month commencing after such termination
of employment, or (ii) the Executive’s death, consistent with and to the extent necessary to meet the requirements Code Section
409A without the imposition of additional taxes. Any payment delayed by reason of the prior sentence shall be paid out in a single
lump sum on the earliest date permitted under Code Section 409A in order to catch up to the original payment schedule.


 


(c)For purposes of
this Agreement, termination of employment shall be deemed to occur only upon “separation from service” as such term
is defined under Code Section 409A. Each payment and each installment of any severance payments provided for under this Agreement
shall be treated as a separate payment for purposes of application of Code Section 409A. Section (b) above shall not apply to that
portion of any amounts payable upon termination of employment which shall qualify as “involuntary severance” under
Section 409A because such amount (i) does not exceed the lesser of (1) two hundred percent (200%) of the Executive’s annualized
compensation from the Company for the calendar year immediately preceding the calendar year during which the termination of employment
occurs, or (2) two hundred percent (200%) of the annual limitation amount under Section 401(a)(17) of the Code for the calendar
year during which termination of employment occurs (i.e. $510,000 in 2013), and (ii) is paid no later than the end of the second
calendar year commencing after termination of employment. Any Section 409A payments which are subject to execution of a waiver
and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such
as termination of employment) occurs shall commence payment only in the calendar year in which the release revocation period ends
as necessary to comply with Section 409A and any amounts delayed by reason of this provision shall be paid in a lump sum as soon
as permissible under Section 409A.


 






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(d)All benefit plans,
programs and policies sponsored by the Company are intended to comply with all requirements of Code Section 409A or to be structured
so as to be exempt from the application of Code Section 409A. All expense reimbursement or in-kind benefits subject to Code 409A
which are provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy shall be
subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar
year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the
calendar year following the year in which the Executive incurs such expenses, and the Executive shall take all actions necessary
to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end
of said period, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another
benefit.


 


14.Counterparts:


 


This Agreement may
be executed in any number of counterparts and by different parties on separate counterparts, each of which counterparts, when so
executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one
and the same Agreement. This Agreement shall become effective upon the execution and delivery of a counterpart hereof by each of
the parties hereto. Delivery by telecopier or by electronic or digital transmission in PDF format of an executed counterpart of
a signature page to this Agreement or any notice, communication, agreement, certificate, document or other instrument in connection
herewith shall be effective as delivery of an executed original counterpart thereof. 


 


 


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IN WITNESS WHEREOF,
the parties have executed this Agreement as of the day and year first above written.


 


	 	PRESCRIPTION CORPORATION OF AMERICA
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Gary
    Sekulski
	 	 	Name:	Gary Sekulski
	 	 	Title:	Chief Executive Officer
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	EXECUTIVE:
	 	 	 	 
	 	/s/ Yoram Bibring
	 	Yoram Bibring




 


 



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