FORM OF RESTRICTED STOCK
AGREEMENT


 


This Restricted Stock
Agreement (“Agreement”) is made and entered into as of April 10, 2013 by and between Selway Capital Acquisition Corporation
(the “Company”) and _______________ (“Service Provider”) for the purpose of rewarding, retaining and encouraging
the Service Provider’s valuable services to the Company and its affiliates and aligning his interests with those of the shareholders
of the Company.


 


WHEREAS, the Company
has authorized the issuance of shares of the Company’s common stock to Service Provider, subject to the terms and conditions
of this Agreement.


 


NOW, THEREFORE, in
consideration of the promises and the undertakings of the parties hereto contained in this Agreement, it is hereby agreed as follows:


 


1.The Company has
issued to Service Provider _________ shares of common stock of the Company (“Shares”) subject to the terms and conditions
as set forth in this Agreement and the Management Share Escrow Agreement dated April 10, 2013 (the “Escrow Agreement”).
As used herein, the term “Escrow Term” refers to the period of time that the Shares are held in escrow pursuant to
the Escrow Agreement.


 


2.As consideration
for the issuance of the Shares, the Service Provider agrees to remain in the service of the Company, on a full time basis, until
June 30, 2015 (the “Vesting Period”) pursuant to the terms and conditions of a certain Employment Agreement between
the Service Provider and Healthcare Corporation of America that commenced on September 15, 2012, as amended or to be amended (the
“Employment Agreement”).


 


3.The certificate
representing the Shares shall be held in escrow pursuant to the Escrow Agreement upon the following terms and conditions:


 


(a)Provided that
Service Provider complies with the requirements of Paragraph 2 above during the entire Vesting Period, the Shares shall become
fully vested and the certificate representing the Shares shall be released to Service Provider at the end of the Vesting Period.


 


(b)Subject to the
remaining terms and conditions of this Paragraph 3, in the event that the Service Provider does not comply with the requirements
of Paragraph 2 above, the Service Provider shall not be entitled to receive any of the Shares, the certificate shall be cancelled,
the Shares shall be retired by the Company and Service Provider shall have no further rights under this Agreement.


 


(c)In the event that
during the Vesting Period, the Employment Agreement is terminated as a result of death, disability, by the Company without Cause
(as defined in the Employment Agreement), or by the Service Provider with Good Reason, the Company shall release from escrow and
deliver to the Service Provider all of the Shares. As used in this Agreement, the term “Good Reason” means, without
Service Provider’s consent, (i) any reduction in Service Provider’s base salary, (ii) the relocation of Service Provider’s
principal place of employment outside of 50 miles from the Company’s current offices, or (iii) a breach by the Company of
any material provision of this Agreement.


 






    	 



    	 



    

 


(d)During the Escrow
Term, in the event that the Company issues a cash dividend to its stockholders, the Service Provider shall be entitled to receive
such cash dividends as it relates to the Shares held in escrow on the record date for such cash dividends.


 


(e)During the Escrow
Term, the Service Provider shall have the right to vote those Shares that are held in escrow.


 


(f)If, during the
Escrow Term, the Company’s common stock is changed into or exchanged for a different number or kind of shares of the Company
or other securities of the Company or of another corporation, by reason of reorganization, merger, consolidation, recapitalization,
reclassification, stock split up, stock dividend or combination of Shares, the Company’s Board of Directors shall make an
appropriate and equitable adjustment in the number of the Shares then held in escrow as well as any appropriate substitution of
a different security for such Shares. Any such adjustment or substitution made by the Company shall be final and binding upon the
Service Provider.


 


(g)During the Escrow
Term, Employee may not transfer, pledge or hypothecate any of the Shares held in escrow.


 


4.The following
legends shall be placed on the certificate representing the Shares:


 


THE SHARES
OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
(THE “ACT”), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL (I) SUCH
OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION HAS BEEN REGISTERED UNDER THE ACT OR (II) THE ISSUER OF THE SHARES OF COMMON STOCK
HAS RECEIVED AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR
HYPOTHECATION IS IN COMPLIANCE WITH THE ACT.


 


THE SHARES OF COMMON STOCK
REPRESENTED BY THIS CERTIFICATE ARE ISSUED TO, AND ARE SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN RESTRICTED STOCK AGREEMENT,
DATED AS OF APRIL 10, 2013, ENTERED INTO WITH THE REGISTERED HOLDER OF THIS CERTIFICATE.


 


5.Upon the release
of the Shares from escrow, the Service Provider agrees that any subsequent sale or transfer must be in compliance with all applicable
federal and state securities laws, as determined in good faith by counsel for the Company. The Company will use its best efforts
to register the Shares for resale with the SEC by no later than December 31, 2013.


 






    	 



    	 



    

 


6.Upon the release
of the Shares from escrow (or, in the event of a Code Section 83(b) election, at the time of grant), the Service Provider shall
pay to the Company in cash all applicable federal, state and local taxes or other amounts which the Company is required to withhold
with respect to the issuance or vesting of the Shares.


 


7.All notices to
the Company shall be given in writing and addressed to the Secretary of the Company and shall be deemed given and effective upon
the occurrence of (a) the signing by the recipient of an acknowledgement of receipt form accompanying delivery through the U.S.
mail sent by certified mail, return receipt requested, (b) delivery to the recipient’s address by overnight delivery (e.g.,
FedEx, UPS, or DHL) or other commercial delivery service, or (c) delivery in person or by personal courier.


 


8.This Agreement
may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective
when one or more counterparts have been signed by each of the parties and delivered to the other party. Facsimile or other electronic
execution and delivery of this Agreement is legal, valid and binding for all purposes.


 


9.This Agreement
(a)constitutes the entire agreement, and supersedes all prior agreements and understandings, both written and oral, among the parties
with respect to the matters contemplated hereby and (b) is not intended to confer upon any person other than the parties any rights
or remedies.


 


10.This Agreement
shall be governed by, and construed in accordance with, the laws of the State of New Jersey without regard to principles of conflicts
of laws that would result in the application of the substantive law of another jurisdiction. The parties hereto agree that any
action, proceeding or claim arising out of or relating in any way to this Agreement that is not settled between the parties shall
be submitted for resolution to any court of competent jurisdiction in the State of New Jersey.


 


 


 


[remainder of page left intentionally
blank; signature page follows]


 


 


 


 






    	 



    	 



    

 


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


 


	 	SELWAY CAPITAL ACQUISITION CORPORATION
	 	 
	 	 
	 	By:	 
	 	Name:	 
	 	Title: 	 
	 	 	 
	 	 	 
	 	SERVICE PROVIDER: