Exhibit 4.01


  


Execution Version







 


AMENDMENT
NO. 3 TO RIGHTS AGREEMENT


 


This
AMENDMENT NO. 3 (this “Amendment”), dated as of March 31, 2022, to that certain Rights Agreement, dated as
of April 8, 2016, and as amended by that certain Amendment No. 1, dated as of April 8, 2019, and by that certain Amendment No.
2, dated as of February 23, 2021 (as heretofore amended, the “Rights Agreement”), is by and between SWK Holdings
Corporation, a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., as Rights Agent
(the "Rights Agent"). All capitalized terms used but not defined in this Amendment shall have the meanings ascribed
to such terms in the Rights Agreement.


 


W I T N E S S
E T H:


 


WHEREAS,
the Company desires to amend the Rights Agreement to extend the “Final Expiration Date”;


 


WHEREAS,
pursuant to Section 27 of the Rights Agreement, the Company may, from time to time, in its sole and absolute discretion (and the
Rights Agent will, if the Company directs) supplement or amend any provision of the Rights Agreement; and


 


WHEREAS,
pursuant to Section 27 of the Rights Agreement, the Company has executed and delivered to the Rights Agent a certificate of an
officer of the Company certifying that this Amendment is in compliance with the terms of Section 27 of the Rights Agreement.


 


NOW,
THEREFORE, in consideration of the foregoing and the mutual agreements set forth herein, the parties hereto agree as follows:


 


Section
1.              Amendment of the Rights Agreement. The definition of “Final Expiration Date” in Section 1(m) of the Rights
Agreement is hereby amended and restated in its entirety as follows:


 


““Final
Expiration Date” means May 31, 2022.”


 


Section
2.              Counterparts. This Amendment may be executed in any number of counterparts (including by .pdf or other electronic
means) and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together
constitute one and the same instrument. A signature to this Amendment executed and/or transmitted electronically shall have the
same authority, effect, and enforceability as an original signature.


 


Section
3.               Effectiveness. This Amendment shall be deemed effective as of the date first written above. Except as amended hereby, the
Rights Agreement shall remain in full force and effect and shall be otherwise unaffected hereby. The execution, delivery and effectiveness
of this Amendment shall not, except as expressly provided herein, constitute a waiver or an amendment of any provision of the
Rights Agreement. The Company hereby further directs that the Rights Agent execute this Amendment as required by Section 27 of
the Rights Agreement.



    	 



    	 



    



Section
4.              Governing Law. This Amendment will be governed by and construed in accordance with the internal substantive laws of the
State of Delaware.


 


Section
5.               Severability. If any term, provision, covenant, or restriction of this Amendment is held by a court of competent jurisdiction
or other applicable authority to be invalid, illegal, or unenforceable, the remainder of the terms, provisions, covenants, and
restrictions of this Amendment shall remain in full force and effect and shall in no way be affected, impaired, or invalidated.


 


Section
6.               Descriptive Headings. The captions herein are included for convenience of reference only, do not constitute a part of
this Amendment and shall be ignored in the construction and interpretation hereof.


 


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IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first written above.






	 	SWK HOLDINGS CORPORATION
	 	 	 
	 	By:	/s/ WINSTON BLACK
	 	 	Name: Winston Black
	 	 	Title: CEO
	 	 	 
	 	Computershare Trust Company, N.A.
	 	 	 
	 	By:	/s/ KATHY HEAGERTY
	 	 	Name: Kathy Heagerty
	 	 	Title: Manager, Client Management



 





[Signature Page
to Amendment No. 3 to Rights Agreement]