Ê
	 	 	 	 
	 	SWK HOLDINGS	Computershare Trust Company, N.A.	 
	 	 	250 Royall Street	 
	 	 	Canton Massachusetts 02021	 
	 	 	www.computershare.com	 
	 	 	 	 
		MR A SAMPLE		 
	DESIGNATION (IF ANY)	 
	ADD1	 
	ADD2	 
	ADD3	 	 
	ADD4	C 1234567890    JNT	 
	ADD5	 	 
	ADD6



		 
	 	 
	 	 
	 	 	Primary Subscription 
 Rights	12345678901234
	 	 	 	 
	SWK HOLDINGS CORPORATION NON - TRANSFERABLE SUBSCRIPTION RIGHTS CERTIFICATE
	 	 	 	 	 	 




Incorporated under the laws of the State
of Delaware


 


THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING
ARE SET FORTH IN THE COMPANY’S PROSPECTUS


DATED [_______] [__] 2014 (THE “PROSPECTUS”)
AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF


THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM
GEORGESON INC., THE INFORMATION AGENT.


 


Evidencing Non - Transferable Subscription Rights
to Purchase Shares of Common Stock of SWK Holdings Corporation


 


Subscription Price: $[_] per Share


 


THE SUBSCRIPTION RIGHTS WILL EXPIRE IF NOT
EXERCISED ON OR BEFORE 5:00 P.M., EASTERN TIME, ON [______] [__], 2014, UNLESS EXTENDED BY THE COMPANY


 


REGISTERED OWNER:


THIS CERTIFIES THAT the registered owner
whose name is inscribed hereon is the owner of the number of non-transferable subscription rights (“Rights”) set forth
above. Each whole Right entitles the holder thereof to subscribe for and purchase [__] share of Common Stock, $0,001 par value
per share (the “Common Stock”), of SWK Holdings Corporation, a Delaware corporation, at a subscription price of $[__]
per share (the “Basic Subscription Right”), pursuant to a rights offering (the “Rights Offering”), on the
terms and subject to the conditions set forth in the Prospectus and the “Instructions as to Use of the SWK Holdings Corporation
Subscription Rights Certificates” accompanying this Subscription Rights Certificate. Holders who fully exercise their Basic
Subscription Rights are entitled to subscribe for additional shares of Common Stock that remain unsubscribed for as a result of
any unexercised Basic Subscription Rights pursuant to the terms and conditions of the Rights Offering, distributed proportionately
among stockholders who exercised their over-subscription rights, as described in the Prospectus (the “Over-Subscription Privilege”).
The Rights represented by this Subscription Rights Certificate may be exercised by completing Section 1 and any other appropriate
forms on the reverse side hereof and by returning the full payment of the subscription price for each share of Common Stock In
accordance with the “Instructions as to Use of the SWK Holdings Corporation Subscription Rights Certificates” that accompany
this Subscription Rights Certificate.


 


This Subscription Rights Certificate is not valid unless countersigned
by the subscription agent and registered by the registrar. Witness SWK Holdings Corporation and the signatures of its duly authorized
officers.


 


	Dated:  	 	 	 
	 	Chief Executive Officer	 	Secretary
	 	 	 	 
	 	 	 	 


 


	 	 	 	 	 	 	 
	Holder ID	COY	Class	Rights Qty Issued	Rights Cert #	Primary Shares	 
	123456789	XXXX	Subscription Rights	XXX.XXXXXX	12345678	12345678	 




 


	Signature
    of Owner and U.S. Person for Tax Certification	 	Signature
    of Co-Owner (if more than one registered holder listed	 	Date
    (mm/dd/yyyy)
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 


	 	       12345678          CLS         XRT2          COYC	Ê


                         01R3NE



    	 



    	 



    

I hereby irrevocably subscribe
for the number of shares of Common Stock indicated on the form and agree to purchase shares of Common Stock in the amount stated
on this form on the terms and subject to the conditions specified in the Prospectus relating hereto. Receipt of the Prospectus
is hereby acknowledged.


I hereby confirm that after
giving effect to the exercise of my Rights, I will not beneficially own, as determined in accordance with Rule 13d-3 under the
Securities Exchange Act of 1934, as amended, more than 4.9% of the Company’s outstanding shares of Common Stock (calculated Immediately
upon the closing of the rights offering, as described in the Prospectus).


 


 


	 	 	 	 	 	 	 	 	 	 	 
	PLEASE
    PRINT ALL INFORMATION CLEARLY AND LEGIBLY
	 	SECTION
    1:      EXERCISE OF SUBSCRIPTION RIGHTS
	 	To
    subscribe for shares of Common Stock pursuant to an exercise of all or a portion of your Rights, please complete the following
    and sign under Section 3 below.
	 	 	 	 	 	 	 	 	 	 
	 	o	a. EXERCISE OF BASIC	1 subscribe for	 	shares at $	 	each =	 	 
	 	 	    SUBSCRIPTION RIGHTS:	 	(No. of new shares)	 	(Subscription price)	(Amount enclosed)	$	 	 
	 	 	 	 	 	 	 	 	 	 
	 	o	b. EXERCISE OF OVER-	1 subscribe for	 	shares at $	 	each =	 	 
	 	 	    SUBSCRIPTION PRIVILEGE:	 	(No. of new shares)	 	(Subscription price)	(Amount enclosed)	$	 	 
	 	 	 	 	 	 	 	 	 	 
	 	NOTE: You may subscribe for
    additional shares 

    pursuant to your Over-subscription Privilege only if 

    you exercised your Basic Subscription Right in full.	 
	 	 	 	 	 	 	 	 	 	 
	 	TOTAL AMOUNT ENCLOSED: $	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	METHOD
    OF PAYMENT:
	 	 	 	 	 	 	 	 	 	 
	 	o	CHECK
    ENCLOSED: Certified check or cashier’s check drawn upon a U.S. bank, or express money order payable to Computershare as Subscription
    Agent.
	 	 	 	 	 	 	 	 	 	 
	 	SECTION
    2:      SPECIAL ISSUANCE OR DELIVERY INSTRUCTIONS
	 	 	 	 	 	 	 	 	 	 
	 	To be completed ONLY if the
    certificate representing the Common Stock issuable upon exercise of the Rights is to be issued in a name other than that of
    the registered holder or is to be delivered to an address different from that shown on the face of this Subscription Rights
    Certificate. Complete the following, sign under Section 3 and have your signature medallion guaranteed under Section 4 below.	 
	 	 	 	 	 	 	 	 	 	 
	 	Please issue the certificate
    representing the Common Stock in the following name and \or deliver to the following address:	 
	 	 	 	 	 	 	 	 	 	 
	 	Print
    Full Name and Tax ID or Social Security Number and Address	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	SECTION 3:     SIGNATURE	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	TO SUBSCRIBE: I acknowledge
    that I have received the Prospectus for this Rights Offering and I hereby irrevocably subscribe for the number of shares of
    Common Stock indicated above on the terms and conditions specified in the Prospectus.	 
	 	 	 	 	 	 	 	 	 	 
	 	Signature(s): ___________________________________________________________________	 	 
	 	 	 	 	 	 	 	 	 	 
	 	IMPORTANT: The signature(s)
    must correspond with the name(s) as printed on the reverse of this Subscription Rights Certificate in every particular, without
    alteration or enlargement, or any change whatsoever.	 
	 	 	 	 	 	 	 	 	 	 
	 	If you are signing in your capacity
    as a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation or another acting in a
    fiduciary or representative capacity, please provide the following information:	 
	 	 	 	 	 	 	 	 	 	 
	 	Name: _______________________________________________________________________	 	 
	 	 	 	 	 	 	 	 	 	 
	 	Capacity: ______________________  Tax
    ID or Social Security Number: _____________________________	 	 
	 	 	 	 	 	 	 	 	 	 
	 	SECTION 4:     MEDALLION
    SIGNATURE GUARANTEE	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	YOU MUST HAVE YOUR SIGNATURE(S)
    GUARANTEED IF YOU HAVE COMPLETED ANY PORTION OF SECTION 2	 
	 	 	 	 	 	 	 	 	 	 
	 	Signature Guaranteed: ____________________________________________________	 	 
	 	(Name of Bank or Firm)	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	By: __________________________________________________________________	 	 	 
	 	(Signature of Officer)	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	IMPORTANT: Your signature(s)
    must be guaranteed by an eligible guarantor institution (for example, a bank, stockbroker, savings & loan association
    or credit union) with membership in an approved signature guarantee medallion program pursuant to Rule 17Ad-15 of the Securities
    Exchange Act of 1934, and amended.	 
	 	 	 	 	 	 	 	 	 	 


PLEASE CONSULT THE “INSTRUCTIONS
AS TO THE USE OF THE SUBSCRIPTION RIGHTS CERTIFICATES” ACCOMPANYING THIS SUBSCRIPTION RIGHTS CERTIFICATE. IF YOU HAVE QUESTIONS,
PLEASE CONTACT GEORGESON INC., THE INFORMATION AGENT, AT (888) 658-5755, OR YOUR BANK OR BROKER.


DELIVERY
OPTIONS FOR SUBSCRIPTION RIGHTS CERTIFICATE


Delivery
to an address other than the address listed below will not constitute valid delivery. Delivery by facsimile will not constitute
valid delivery.


 


	Overnight
    Courier: 

    Computershare 

    Attn: Reorganization Department 

    250 Royall Street

    Suite V 

    Canton, MA 02021	By Mall:
    

    Computershare 

    Attn: Reorganization Department 

    P.O. Box 43011 

    Providence, Rl 02940-3011