Georgeson Inc.


480 Washington Blvd., 26th Floor


Jersey City, NJ 07310


www.georgeson.com


 







April 15, 2014


 


 


SWK Holdings Corporation


15770 Dallas Parkway, Suite 1290


Dallas, TX 75248


 


 


	 	Re:   Information Agent


 


 


This Letter of Agreement, including the Appendix
attached hereto (collectively, this “Agreement”), sets forth the terms and conditions of the engagement of Georgeson
Inc. (“Georgeson”) by SWK Holdings Corporation (the “Company”) to act as Information Agent in connection
with the Company’s rights offering for its common Stock(the “Offer”). The term of this Agreement shall be the
term of the Offer, including any extensions thereof.


 


		(a)	Services. Georgeson shall perform
the services described in the Fees & Services Schedule attached hereto as Appendix I (such services, collectively, the “Services”).



 


		(b)	Fees. In consideration of Georgeson’s
performance of the Services, the Company shall pay Georgeson the amounts, and pursuant to the terms, set forth on the Fees &
Services Schedule attached hereto as Appendix I, together with the Expenses (as defined below). The Company acknowledges and agrees
that the Fees & Services Schedule shall be subject to adjustment if the Company requests Georgeson to provide services with
respect to additional matters or a revised scope of work.



 


		(c)	Expenses. In addition to the fees
and charges described in paragraphs (b) and (d) hereof, Georgeson shall charge the Company, and the Company shall be solely responsible,
for the following costs and expenses (collectively, the “Expenses”):



 


		·	costs and expenses incidental to the Offer,
including without limitation the mailing or delivery of Offer materials;



 


		·	costs and expenses relating to Georgeson’s
work with its agents or other parties involved in the Offer, including without limitation charges for bank threshold lists, data
processing, telephone directory assistance, facsimile transmissions or other forms of electronic communication;



 


		·	costs and expenses incurred by Georgeson
at the Company’s request or for the Company’s convenience, including without limitation for copying, printing of additional
and/or supplemental material and travel by Georgeson’s personnel; and



 






    	 



    	 



    

 





SWK Holdings Corporation


April 15, 2014


Page 2







 


		·	any other costs and expenses authorized
by the Company during the course of the Offer, including without limitation those relating to advertising (including production
and posting), media relations and analytical services.



 


The Company shall pay all applicable
taxes incurred in connection with the delivery of the Services or Expenses.


 


		(d)	Custodial Charges. Georgeson agrees
to check, itemize and pay on the Company’s behalf the charges of brokers and banks, with the exception of Broadridge Financial
Solutions, Inc. (which will bill the Company directly), for forwarding the Company’s offering material to beneficial owners.
The Company shall reimburse Georgeson for such broker and bank charges in the manner described in the Fees & Services Schedule.



 


		(e)	Compliance with Applicable Laws.
The Company and Georgeson hereby represent to one another that each shall comply with all applicable laws relating to the Offer,
including, without limitation, the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.



 


		(f)	Indemnification; Limitation of Liability.



 


		(i)	The Company shall indemnify and hold harmless Georgeson, its affiliates and their respective stockholders,
officers, directors, employees and agents from and against any and all losses, claims, damages, costs, charges, counsel fees and
expenses, payments, expenses and liability (collectively, “Losses”) arising out of or relating to the performance of
the Services, including the reasonable costs and expenses of defending against any Loss or enforcing this Agreement, except to
the extent such Losses shall have been determined by a court of competent jurisdiction to be a result of Georgeson’s gross
negligence or willful misconduct.



 


		(ii)	Notwithstanding anything herein to the contrary, but without limiting the Company’s indemnification
obligations set forth in clause (i) above, neither party shall be liable for any incidental, indirect, special or consequential
damages of any nature whatsoever, including, but not limited to, loss of anticipated profits, occasioned by a breach of any provision
of this Agreement, even if apprised of the possibility of such damages.



 


		(iii)	Any liability whatsoever of Georgeson, its affiliates or any of their respective stockholders,
officers, directors, employees or agents hereunder or otherwise relating to or arising out of performance of the Services will
be limited in the aggregate to the fees and charges paid hereunder by the Company to Georgeson (but not including Expenses).



 


		(iv)	This paragraph (f) shall survive the termination of this Agreement.



 


		(g)	Governing Law. This Agreement shall
be governed by the substantive laws of the State of New York without regard to its principles of conflicts of laws, and shall not
be modified in any way, unless pursuant to a written agreement which has been executed by each of the parties hereto. The parties
agree that any and all disputes, controversies or claims arising out of or relating to this Agreement (including any breach hereof)
shall be subject to the jurisdiction of the federal and state courts in New York County, New York and the parties hereby waive
any defenses on the grounds of lack of personal jurisdiction of such courts, improper venue or forum non conveniens. The
parties waive all right to trial by jury in any action, proceeding or counterclaim arising out of this Agreement.



 






    	 



    	 



    

 





SWK Holdings Corporation


April 15, 2014


Page 3







 


		(h)	Relationship. The Company agrees
and acknowledges that Georgeson shall be the primary information agent retained by the Company in connection with the Offer.



 


		(i)	Confidentiality. Georgeson agrees
to preserve the confidentiality of (i) all material non-public information provided by the Company or its agents for Georgeson’s
use in fulfilling its obligations hereunder and (ii) any information developed by Georgeson based upon such material non-public
information (collectively, “Confidential Information”). For purposes of this Agreement, Confidential Information shall
not be deemed to include any information which (w) is or becomes generally available to the public other than as a result of a
disclosure by Georgeson or any of its officers, directors, employees, agents or affiliates; (x) was available to Georgeson on a
nonconfidential basis and in accordance with law prior to its disclosure to Georgeson by the Company; (y) becomes available to
Georgeson on a nonconfidential basis and in accordance with law from a person other than the Company or any of its officers, directors,
employees, agents or affiliates who is not otherwise bound by a confidentiality agreement with the Company or is not otherwise
prohibited from transmitting such information to a third party; or (z) was independently and lawfully developed by Georgeson without
access to the Confidential Information. The Company agrees that all reports, documents and other work product provided to the Company
by Georgeson pursuant to the terms of this Agreement are for the exclusive use of the Company and may not be disclosed to any other
person or entity without the prior written consent of Georgeson. The confidentiality obligations set forth in this paragraph shall
survive the termination of this Agreement.



 


		(j)	Entire Agreement; Appendix. This
Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, between
the parties hereto with respect to the subject matter hereof. The Appendix to this Agreement shall be deemed to be incorporated
herein by reference as if fully set forth herein. This Agreement shall be binding upon all successors to the Company (by operation
of law or otherwise).



 


[Remainder of page intentionally left
blank. Signature page follows.]


 






    	 



    	 



    

 





SWK Holdings Corporation


April 15, 2014


Page 4







 


 


If the above is acceptable, please
execute and return the enclosed duplicate of this Agreement to Georgeson Inc., 480 Washington Blvd. – 26th floor,
Jersey City, NJ 07310, Attention: Tony Vecchio.


 


 


	 	Sincerely,	 
	 	 	 
	 	GEORGESON INC.	 
	 	 	 
	 	By:	/s/ Tony Vecchio	 
	 	 	Tony Vecchio	 
	 	 	 
	 	Title: 	Managing Director	 
	 	 	 	 
	Agreed to and accepted as of 	 	 
	the date first set forth above:	 	 
	 	 	 
	SWK HOLDINGS CORPORATION	 	 
	 	 	 
	By: 	/s/ Winston Black	 	 
	 	 	 	 
	 	 	 
	Title: 	Managing Director	 	 
	 	 	 	 


 






    	 



    	 



    

 


 


APPENDIX I


 


SWK
Holdings Corporation


FEES & SERVICES SCHEDULE


 


 


	INFORMATION AGENT SERVICES	 	
        $   6,000

	·         Advance review of Offer documents	 	 
	·         Assist with the preparation and placement of advertisements in newspapers (at prevailing rates) and press releases (if required)*	 	 
	·         Coordination mailing of Offer documents to all eligible holders	 	 
	·         Call center staffing and training	 	 
	·         Advisory services geared towards seeking to maximize holder response into the Offer	 	 
	·         Communicate with Subscription Agent to monitor the progress of the Offer	 	 
	·         Provide progress updates to the advisory team	 	 
	 	 	 
	ADDITIONAL SERVICES	 	 
	·         Provide dedicated toll-free telephone numbers for investor inquiries	 	
        Included

	·         Inbound Telephone Calls - $6.00 per call	 	
        TBD

	·         Outbound Telephone Calls - $5.00 per call	 	
        TBD

	
         

        *Charges for Press Releases and Advertisements
        are additional
	 	 


 


NOTE: The foregoing fees are exclusive
of Expenses and custodial charges as described in paragraphs (c) and (d) of this Agreement. In addition, the Company will be charged
a fee of $1,000 per extension if the Offer is extended for any reason.


 


	
         

        FEE PAYMENT INSTRUCTIONS

         

        The Company shall pay Georgeson as follows:

         

        ·        
        Upon execution of this Agreement, the Company shall pay Georgeson
        $6,000, which amount is in consideration of Georgeson’s commitment to represent the Company and is non-refundable;

         

        ·        
        If applicable, immediately prior to the commencement of the mailing,
        the Company shall advance to Georgeson a portion of anticipated custodial charges; as described in paragraph (d) of this Agreement;
        and

         

        ·        
        Upon completion of the Offer, the Company shall pay Georgeson the
        sum of (i) any variable fees as described above under “Additional Services” which have accrued over the course of the
        Offer, (ii) all unreimbursed custodial charges, as described in paragraph (d) of this Agreement, and (iii) all Expenses.

         

        Georgeson will send the Company an invoice for
        each of the foregoing payments, which invoices will include written transfer instructions.