INTELLECTUAL PROPERTY SECURITY AGREEMENT


 


This Intellectual Property
Security Agreement is entered into as of July 17, 2013 (the “Effective Date”), by and between PARTNERS FOR GROWTH III,
L.P. (“PFG”) and each of Selway Capital Acquisition Corporation, a Delaware corporation with its principal place of
business as at the Effective Date at 900 Third Avenue, 19th Floor, New York, NY 10022, Healthcare Corporation of America, a New
Jersey corporation with its principal place of business as at the Effective Date at 66 Ford Road, Suite 230, Denville, NJ 07834,
Prescription Corporation of America, a New Jersey corporation with its principal place of business as at the Effective Date at
66 Ford Road, Suite 230, Denville, NJ 07834, and PCA Benefits, Inc., a New Jersey corporation with its principal place of business
as at the Effective Date at 66 Ford Road, Suite 230, Denville, NJ 07834 (individually and collectively, “Grantor”),
with reference to the following facts:


 


A.                 
PFG and Grantor,
as Borrower and Obligor, are parties to that certain Loan and Security Agreement and other Loan Documents of even date with this
Agreement (as amended from time to time, the “Loan Agreement”). (Capitalized terms used herein have the meaning assigned
in the Loan Agreement.)


 


B.                 
Pursuant to the
Loan Agreement, Grantor has granted to PFG a security interest in all of the Collateral. The Collateral includes without limitation
all Intellectual Property (including without limitation the Intellectual Property described herein).


 


Grantor agrees as follows:





 


1.                 
To secure performance of all of its “Obligations” as defined in the Loan Agreement, Grantor grants to
PFG a security interest in all of Grantor’s right, title and interest in Grantor’s Intellectual Property, including
without limitation (i) the trademarks and servicemarks listed or required to be listed from time to time on Schedule A hereto,
whether registered or not, and all applications to register and registrations of the same and like protections, and the entire
goodwill of the business of Borrower connected with and symbolized by such trademarks, but excluding any “intent-to-use”
application for registration of a trademark filed pursuant to Section 1(b) of the Lanham Act, 15 U.S.C. § 1051, prior to the
filing of a “Statement of Use” pursuant to Section 1(d) of the Lanham Act or an “Amendment to Allege Use”
pursuant to Section 1(c) of the Lanham Act with respect thereto, solely to the extent, if any, that, and solely during the period,
if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that
issues from such intent-to-use trademark application under applicable federal law; and (ii) the patents and patent applications
listed or required to be listed from time to time on Schedule B hereto and all like protections including, without limitation,
all improvements, divisions, continuations, renewals, reissues, extensions and continuations-in-part of the same, (iii) all copyrights,
maskworks, software, computer programs and other works of authorship listed or required to be listed from time to time on Schedule
C hereto, and all extensions and renewals thereof, (iv) all domain names and domain name rights used in connection with its
business and that of its Subsidiaries, all legal and equitable rights in domain names and ownership thereof, domain registry, domain
servers, web hosting and related contracts, services and facilities (collectively, “Domain Rights”) listed or required
to be listed from time to time on Schedule D hereto, and all extensions and renewals thereof, and (iv) all rights to recover
for past or future infringement of any of the foregoing, and (v) all right, title and interest in and to any and all present and
future license agreements with respect to any of the foregoing, and (vi) all present and future accounts, accounts receivable and
other rights to payment arising from, in connection with or relating to any of the foregoing.


 



    	 



    	 



    




2.                 
Grantor represents and warrants that (i) listed on Schedule A hereto are all trademark registrations and pending
registrations owned or controlled by Grantor, (ii) listed on Schedule B are all patents and patent applications owned or
controlled by Grantor, (iii) listed on Schedule C are all copyrights, software, computer programs, mask works, and other
works of authorship owned or controlled by Grantor which are registered with the United States Copyright Office, and (iv) listed
on Schedule D are all Domain Rights in which Grantor has any legal, contractual or equitable right.


 


3.                 
Grantor shall: (a) take all commercially reasonable steps to protect, defend and maintain the validity and enforceability
of its intellectual property, other than intellectual property of immaterial business and monetary value that Grantor’s executive
management has abandoned or otherwise determined not to maintain; (b) promptly advise PFG in writing of material infringements
of its intellectual property; and (c) not allow any intellectual property material to Grantor’s business to be abandoned,
forfeited or dedicated to the public without PFG’s written consent. If, before the Obligations (other than inchoate indemnity
obligations) have been paid and/or performed in full, Grantor shall (i) adopt, use, acquire or apply for registration of any trademark,
service mark or trade name, (ii) apply for registration of any patent or obtain any patent or patent application; (iii) create
or acquire any published or material unpublished works of authorship material to the business that is or is to be registered with
the U.S. Copyright Office or any non-U.S. equivalent or other Governmental Body; or (iv) register or acquire any domain name or
domain name rights, then the provisions of Section 1 shall automatically apply thereto, and Grantor shall provide PFG written notice
thereof concurrently with delivery of Borrower’s monthly compliance certificate. Grantor shall further provide PFG with all
information and details relating to actions taken in clauses (i) through (iv), inclusive, as may be necessary and customary to
enable PFG to from time to time perfect and continue the perfection of PFG’s interest in such intellectual property.


 


4.                 
This Agreement is being executed and delivered pursuant to the Loan Agreement; nothing herein limits any of the terms
or provisions of the Loan Agreement, and PFG’s rights hereunder and under the Loan Agreement are cumulative. This Agreement,
the Loan Agreement and the other Loan Documents set forth in full all of the representations and agreements of the parties with
respect to the subject matter hereof and supersede all prior discussions, oral representations, oral agreements and oral understandings
between the parties. This Agreement may not be modified or amended, nor may any rights hereunder be waived, except in a writing
signed by the parties hereto. In the event of any litigation between the parties based upon, arising out of, or in any way relating
to this Agreement, the prevailing party shall be entitled to recover all of its costs and expenses (including without limitation
attorneys’ fees) from the non-prevailing party. This Agreement and all acts, transactions, disputes and controversies arising
hereunder or relating hereto, and all rights and obligations of PFG and Grantor shall be governed by, and construed in accordance
with the internal laws (and not the conflict of laws rules) of the State of California.


 






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5.                 
Grantor agrees that simultaneously with the execution of this Agreement, and thereafter upon any amendment of Schedule
A, Schedule B, Schedule C or Schedule D, the appropriate entities constituting Grantor shall execute notices
in the forms appended hereto (each, a “Notice”), as appropriate, with respect to all of the pledged Intellectual
Property, now owned or hereafter acquired, and shall deliver each Notice to PFG for the purpose of recordation at the U.S. Patent
and Trademark Office or the U.S. Copyright Office, or otherwise, as appropriate. Whether or not Grantor executes such a Notice
reflecting new Intellectual Property, Grantor hereby irrevocably appoints PFG as its lawful attorney-in-fact without any further
authorization to file such notices, liens or other instruments as may be customary from time to time for PFG to perfect security
interests in Grantor’s Intellectual Property. With respect to the power of attorney granted in the attached Domain Rights
Collateral Agreement and Notice, so long as no default has occurred and is continuing under the Loan Documents, PFG shall not take
any action referenced therein in the name of Grantor.


 


[Signature Page Follows]


 






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	Address of Grantor:	Selway Capital Acquisition Corporation
	 	 
	 	 
	66 Ford Road, Suite 230

Denville, NJ 07834	By: /s/ Mark Carlesimo

Name: Mark Carlesimo

Title: Secretary
	 	 
	 	 
	 	Healthcare Corporation of America
	 	 
	 	 
	66 Ford Road, Suite 230

Denville, NJ 07834	By: /s/ Mark Carlesimo

Name: Mark Carlesimo

Title: Secretary
	 	 
	 	 
	 	Prescription Corporation of America
	 	 
	 	 
	66 Ford Road, Suite 230

Denville, NJ 07834	By: /s/ Mark Carlesimo

Name: Mark Carlesimo

Title: Secretary
	 	 
	 	 
	 	PCA Benefits, Inc.
	 	 
	 	 
	66 Ford Road, Suite 230

Denville, NJ 07834	By: /s/ Mark Carlesimo

Name: Mark Carlesimo

Title: Secretary
	 	 
	 	 
	Address of PFG:	PARTNERS FOR GROWTH III, L.P.
	 	 
	 	 
	Partners for Growth III, L.P.

150 Pacific Avenue

San Francisco, California 94111	By: /s/ Jason Georgatos

Name: Jason Georgatos

Title: Manager, Partners for Growth III. LLC

Its: General Partner


 


 


Intellectual Property Security Agreement
Signature Page






    	 



    	 



    




 


TRADEMARK COLLATERAL AGREEMENT AND NOTICE


 


This Trademark Collateral
Agreement and Notice dated as of July 17, 2013 (“Trademark Agreement”), is between Healthcare Corporation of
America, a Delaware corporation with its principal place of business at 66 Ford Road, Suite 230, Denville, NJ 07834 (“Assignor”)
and Partners for Growth III, L.P., 150 Pacific Avenue, San Francisco, CA 94111 (“Assignee”) pursuant to a Loan
and Security Agreement by and among Assignor, other Borrowers and Obligors under the Loan Agreement and Assignee and pursuant to
certain other loan documents referenced therein (collectively, the “Loan Documents”).


 


WHEREAS, Assignor is
the owner of certain trademarks, including all federal applications and/or registrations therefor, together with the goodwill of
the business connected with the use of and symbolized thereby, as listed on Exhibit 1 hereto (the “Marks”);
and


 


WHEREAS, Assignee has
agreed to extend certain credit to Assignor on condition that the Assignor pledge and grant to Assignee as collateral for the Obligations
(as defined in the Loan Documents) a security interest and lien in and to the Marks and all proceeds thereof and all other related
claims and rights as more fully described in a certain Intellectual Property Security Agreement (the “Security Agreement”)
in favor of the Assignee of even date herewith, by and among Assignor and Assignee;


 


NOW THEREFORE, for
good and valuable consideration, as security for the due and timely payment and performance of the Obligations, Assignor hereby
pledges and grants to Assignee a security interest and lien in and to the Marks and all proceeds thereof and gives notice of such
security interest and the existence of such Security Agreement providing therefor.


 


Executed as of the date first above written.


 


	Assignor:	Assignee:
	 	 
	 	 
	Healthcare Corporation of America	PARTNERS FOR GROWTH III, L.P.
	 	 
	 	 
	By: /s/ Mark Carlesimo



Name: Mark Carlesimo



Title: Secretary	By/s/ Jason Georgatos



Name: Jason Georgatos



Title:  Manager, Partners for Growth III, LLC 

           Its General Partner


 


 



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DOMAIN RIGHTS COLLATERAL AGREEMENT AND
NOTICE


 


This Domain Rights
Collateral Agreement and Notice dated as of July 17, 2013 (“Domain Rights Agreement”), is between Healthcare Corporation
of America, a Delaware corporation with its principal place of business at 66 Ford Road, Suite 230, Denville, NJ 07834 (“Assignor”)
and Partners for Growth III, L.P., 150 Pacific Avenue, San Francisco, CA 94111 (“Assignee”) pursuant to a Loan
and Security Agreement by and among Assignor, other Borrowers and Obligors under the Loan Agreement and Assignee and pursuant to
certain other loan documents referenced therein (collectively, the “Loan Documents”).


 


WHEREAS, Assignor is
the owner of certain Domain Rights as defined in the Loan Documents which are, as of the Effective Date, as listed on Exhibit
1 hereto (the “Domain Rights”); and


 


WHEREAS, Assignee has
agreed to extend certain credit to Assignor on condition that the Assignor pledge and grant to Assignee as collateral for the Obligations
(as defined in the Loan Documents) a security interest and lien in and to the Domain Rights and all proceeds thereof and all other
related claims and rights as more fully described in a certain Intellectual Property Security Agreement (the “Security Agreement”)
in favor of the Assignee by and among Assignor and Assignee;


 


NOW THEREFORE, for
good and valuable consideration, as security for the due and timely payment and performance of the Obligations: (1) Assignor hereby
pledges and grants to Assignee a security interest and lien in and to the Domain Rights and all proceeds thereof and gives notice
of such security interest and the existence of such Security Agreement providing therefor; and (2) Assignor hereby irrevocably
appoints PFG as its lawful attorney-in-fact without any further authorization to take any action and file any notice on behalf
of Assignor that Assignor itself could file in respect of its Domain Rights, including without limitation, to transfer Domain Rights,
change administrative contacts in respect of Domain Rights, maintain Domain Rights, and provide instructions to domain hosting
services and any domain name registrars.


 


Executed as of the date first above written.


 


	Assignor:	Assignee:
	 	 
	 	 
	Healthcare Corporation of America	PARTNERS FOR GROWTH III, L.P.
	 	 
	 	 
	By: /s/ Mark Carlesimo



Name: Mark Carlesimo



Title: Secretary	By/s/ Jason Georgatos



Name: Jason Georgatos



Title:  Manager, Partners for Growth III, LLC 

            Its General Partner





 




 






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