(Subscription Agent - FINAL)


 


SUBSCRIPTION AGENT AGREEMENT


 


This Subscription Agent Agreement (the “Agreement”)
is made as of April 7, 2014,by and among SWK Holdings Corporation, (the ” Company”), a Delaware corporation, Computershare
Inc., a Delaware corporation and its wholly-owned subsidiary Computershare Trust Company, N.A., a national banking association
(collectively, the “Agent” or individually “Computershare” and the “Trust Company”, respectively).
All terms not defined herein shall have the meaning given in the prospectus (the “Prospectus”) included in the Registration
Statement on Form S-1, File No. 1. 333-193942 filed by the Company with the Securities and Exchange Commission on February 13,
2014, as amended by any amendment filed with respect thereto (the “Registration Statement”).


 


WHEREAS, the Company proposes to make
subscription offer by issuing certificates or other evidences of subscription rights, in the form designated by the Company
(the “Subscription Certificates”) to shareholders of record (the “Shareholder(s)”) of its Common
Stock, par value $0.001 per share (“Common Stock”), as of a record date to be specified by the Company (the
“Record Date”), pursuant to which each Shareholder of record on the Record Date (the “Record Date
Shareholders”) will have certain rights (the “Rights”) to subscribe for shares of Common Stock, as
described in and upon such terms as are set forth in the Prospectus, a final copy of which has been or, upon availability
will promptly be, delivered to the Agent; and


 


WHEREAS, the Company wishes the Agent to perform
certain acts on behalf of the Company, and the Agent is willing to so act, in connection with the distribution of the Subscription
Certificates and the issuance and exercise of the Rights to subscribe therein set forth, all upon the terms and conditions set
forth herein.


 


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


 


1.            Appointment.


 


The Company hereby appoints the Agent to act
as subscription agent in connection with the distribution of Subscription Certificates and the issuance and exercise of the Rights
in accordance with the terms set forth in this Agreement and the Agent hereby accepts such appointment.


 


2.            Form and Execution of Subscription Certificates.


 


A. Each Subscription Certificate shall be non-transferable.
The Agent shall, in its capacity as Transfer Agent of the Company, maintain a register of Subscription Certificates and the holders
of record thereof (each of whom shall be deemed a “Shareholder” hereunder for purposes of determining the rights of holders
of Subscription Certificates). Each Subscription Certificate shall, subject to the provisions thereof, entitle the Shareholder
in whose name it is recorded to the following:


 


(1) With respect to Record Date Shareholders
only, the right to acquire prior to the Expiration Date (as defined herein), at the subscription price, as defined in the Prospectus,
a number of shares of Common Stock equal to the ratio of shares of Common Stock for every one Right specified in the Prospectus
(the “Primary Subscription Right”); and


 


(2) With respect to Record Date Shareholders
only, the right to subscribe for additional shares of Common Stock, subject to the availability of such shares,to the allotment
of such shares as may be available among Record Date Shareholders who exercise Over-Subscription Rights on the basis specified
in the Prospectus, and the subscription limitation, as defined in the Prospectus; provided, however, that such Record Date Shareholder
has exercised all Primary Subscription Rights (the “Over-Subscription Privilege”).


 






    	 



    	 



    

B. Create a special account for the
issuance of shares of Common Stock to Shareholders who have exercised the rights set forth herein. Prior to the issuance of Common
Stock as set forth herein, the Company shall provide an opinion of counsel to set up the reserve of shares. The opinion shall state
that all shares are:


 


(1) Registered, or subject to a valid exemption
from registration, under the Securities Act of 1933 (the “Securities Act”), as amended, and all appropriate state securities
law filings have been made with respect to the shares, or alternatively, that the shares are “covered securities” under
Section 18 of the Securities Act; and


 


(2) Validly issued, fully paid and non-assessable.


 


3.            Rights and Issuance of Subscription Certificates.


 


A. Each Subscription Certificate shall evidence
the Rights of the Shareholder therein named to purchase Common Stock upon the terms and conditions therein and herein set forth.


 


B. Upon the written advice of the Company,
signed by any of its duly authorized officers, as to the Record Date, the Agent shall, from a list of the Company
Shareholders as of the Record Date to be prepared by the Agent in its capacity as Transfer Agent of the Company, prepare and
record Subscription Certificates in the names of the Shareholders, setting forth the number of Rights to subscribe for the
Company’s Common Stock calculated on the basis of one Right for each share of Common Stock recorded on the books in
the name of each such Shareholder as of the Record Date. The number of Rights that are issued to Record Date Shareholders
will be rounded up by the Agent, to the nearest number of Full Rights as Fractional Rights will not be issued. Each
Subscription Certificate shall be dated as of the Record Date and shall be executed manually or by facsimile signature of a
duly authorized officer of the Subscription Agent. Upon the written advice, signed as aforesaid, as to the effective date of
the Registration Statement, the Agent shall promptly countersign and deliver the Subscription Certificates, together with a
copy of the Prospectus, instruction letter and any other document as the Company deems necessary or appropriate, to all
Shareholders with record addresses in the United States (including its territories and possessions and the District of
Columbia). Delivery shall be by first class mail (without registration or insurance), except for those Shareholders having a
registered address outside the United States (who will only receive copies of the Prospectus, instruction letter and
other documents as the Company deems necessary or appropriate, if any), delivery shall be by air mail (without registration
or insurance) and by first class mail (without registration or insurance) to those Shareholders having APO or FPO addresses.
No Subscription Certificate shall be valid for any purpose unless so executed.


 


C. The Agent will mail a copy of the Prospectus,
instruction letter, a special notice and other documents as the Company deems necessary or appropriate, if any, but not Subscription
Certificates to Record Date Shareholders whose record addresses are outside the United States (including its territories and possessions
and the District of Columbia ) (“Foreign Record Date Shareholders”). The Rights to which such Subscription Certificates
relate will be held by the Agent for such Foreign Record Date Shareholders’ accounts until instructions are received to exercise
the Rights.


 


4.            Exercise.


 


A. Record Date Shareholders may acquire shares
of Common Stock on Primary Subscription and pursuant to the Over-Subscription Privilege by delivery to the Agent as specified in
the Prospectus of (i) the Subscription Certificate with respect thereto, duly executed by such Shareholder in accordance with and
as provided by the terms and conditions of the Subscription Certificate, together with (ii) the subscription price, for each share
of Common Stock subscribed for by exercise of such Rights, in U.S. dollars by money order or check drawn on a bank in the United
States, in each case payable to the order of Computershare.


 






    	 



    	 



    

B. Rights may be exercised at any time after
the date of issuance of the Subscription Certificates with respect thereto but no later than 5:00 P.M. New York time on such date
as the Company shall designate to the Agent in writing (the “Expiration Date”). For the purpose of determining the time
of the exercise of any Rights, delivery of any material to the Agent shall be deemed to occur when such materials are received
at the Shareholder Services Division of the Agent specified in the Prospectus.


 


C. Any excess payment to be refunded by the
Company to a shareholder will be mailed by Computershare within ten Business Days after the cancellation of the offering or rejection
of all or part of a shareholder’s Over-Subsciption. Computershare will not issue or deliver certificates or Statements of
Holding for shares subscribed for until payment in full therefore has been received, including collection of checks and payment.


 


5.            Validity of Subscriptions.


 


Irregular subscriptions not otherwise covered
by specific instructions herein shall be submitted to an appropriate officer of the Company and handled in accordance with his
or her instructions. Such instructions will be documented by the Agent indicating the instructing officer and the date thereof.


 


6.            Over-Subscription and Standby Purchaser.


 


If, after allocation of shares of Common Stock
to Record Date Shareholders, there remain unexercised Rights, then the Agent shall allot the shares issuable upon exercise of such
unexercised Rights (the “Remaining Shares”) to shareholders who have exercised all the Rights initially issued to them
and who wish to acquire more than the number of shares for which the Rights issued to them are exercisable. Shares subscribed for
pursuant to the Over-Subscription Privilege will be allocated in the amounts of such over-subscriptions. If the number of shares
for which the Over-Subscription Privilege has been exercised is greater than the Remaining Shares, the Agent shall allocate the
Remaining Shares to Record Date Shareholders exercising Over-Subscription Privilege based on the number of shares of Common Stock
owned by them on the Record Date. Agent understands that the Company has entered into a standby purchase agreement with Double
Black Diamond, L.P., (“Standby Purchaser.”) As such any remaining shares to be issued shall be allocated to the Standby
Purchaser. The percentage of Remaining Shares each over-subscribing Record Date Shareholder or the Standby Purchaser may acquire
will be rounded up to result in delivery of whole shares of Common Stock. The Agent shall advise the Company immediately upon the
completion of the allocation set forth above as to the total number of shares subscribed and distributable. All allotments of shares
pursuant to the Over-Subscription Privilege shall be subject to the subscription limitation.


 


7.            Delivery of Shares.


 


The Agent will deliver (i) certificates or Statement
of Holding reflecting new shares of Company Common Stock in the Direct Registration System, representing those shares of Common
Stock purchased pursuant to exercise of Primary Subscription Rights and (ii) certificates or Statements of Holding representing
those shares purchased pursuant to the exercise of the Over-Subscription Privilege as soon as practicable after the Expiration
Date and after all allocations have been effected.


 


8.            Holding Proceeds of Rights Offering.


 


A. All proceeds received by Computershare from
Shareholders in respect of the exercise of Rights shall be held by Computershare, on behalf of the Company, in a segregated account
(the “Account”). No interest shall accrue to the Company or shareholders on funds held in the Account pending disbursement
in the manner described in Section 4(C) above.


 


B. Computershare shall deliver all proceeds
received in respect of the exercise of Rights to the Company as promptly as practicable, but in no event later than ten business
days after the closing.


 


C. The Company acknowledges that the bank accounts
maintained by Computershare in connection with the services provided under this Agreement will be in its name and that Computershare
may receive investment earnings in connection with the investment at Computershare’s risk and for its benefit of funds held
in those accounts from time to time.


 






    	 



    	 



    

9.             Reports.


 


Daily, during the period commencing when the
offering is launch and until termination of the offering, the Agent will report by telephone or telecopy, confirmed by letter,
to an officer of the Company, data regarding Rights exercised, the total number of shares of Common Stock subscribed for, and payments
received therefor, bringing forward the figures from the previous day’s report in each case so as to show the cumulative totals
and any such other information as may be mutually determined by the Company and the Agent.


 


10.          Loss or Mutilation.


 


If any Subscription Certificate is lost, stolen,
mutilated or destroyed, the Agent may, on such terms which will indemnify and protect the Company and the Agent as the Agent may
in its discretion impose (which shall include a corporate bond of indemnity satisfactory to the Agent, and in the case of a mutilated
Subscription Certificate, shall include the surrender and cancellation thereof), issue a new Subscription Certificate of like denomination
in substitution for the Subscription Certificate so lost, stolen, mutilated or destroyed.


 


11.          Compensation for Services.


 


The Company agrees to pay to the Agent compensation
for its services hereunder in accordance with its Fee Schedule to act as Agent attached hereto as Exhibit A. The Company further
agrees that it will reimburse the Agent for its reasonable out-of-pocket expenses incurred in the performance of its duties as
such.


 


12.          Instructions, Indemnification and Limitation of Liability.


 


12.1         Company Indemnity. The Company covenants and agrees to indemnify and to hold the Agent
harmless against any costs, expenses (including reasonable fees of its legal counsel), losses or damages, which may be paid, incurred
or suffered by or to which it may become subject, arising from or out of, directly or indirectly, any claims or liability resulting
from its actions as Agent (including as Agent the provision of any services set forth in the Fee and Service Schedule attached
hereto) pursuant to the terms set forth in this Agreement; provided, that such covenant and agreement does not extend to, and the
Agent shall not be indemnified with respect to, such costs, expenses, losses and damages incurred or suffered by the Agent as a
result of, or arising out of, its gross negligence, bad faith, or willful misconduct.


 


In addition to the foregoing, the Agent:


 


A. Shall have no duties or obligations
other than those specifically set forth herein or as may subsequently be requested of the Agent by the Company with respect to
the offering and agreed upon by the Agent;


 


B. May rely on and shall be indemnified
and held harmless by the Company in acting upon any certificate, instrument, opinion, notice, letter, facsimile transmission, telegram
or other document, or any security delivered to it, and reasonably believed by it to be genuine and to have been signed by the
proper party or parties;


 


C. May consult with counsel satisfactory
to it (including counsel for the Company) and shall be held harmless in relying on the written advice or opinion of such counsel
in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion
of such counsel.


 






    	 



    	 



    

12.2         Instructions.
From time to time, Agent may apply to any officer of the Company for instruction and Company shall provide Agent with such instructions
concerning the Services. In addition, Agent may consult with legal counsel for the Agent or the Company with respect to any matter
arising in connection with the services to be performed by the Agent under this Agreement, and Agent and its agents and subcontractors
shall not be liable and shall be indemnified by the Company for any action taken or omitted by it in reliance upon any Company
instructions or upon the advice or opinion of such counsel. The Agent shall not be held to have notice of any change of authority
of any person, until receipt of written notice thereof from the Company.


 


12.3         Agent Indemnification/Limitation
of Liability. Agent shall be responsible for and shall indemnify and hold the Company harmless from and against any and all
losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of or attributable to: (a) Agent’s
refusal or failure to comply with the terms of this Agreement, (b) Agent’s gross negligence or willful misconduct, or (c)
Agent’s breach of any representation or warranty hereunder, for which Agent is not entitled to indemnification under this
Agreement; provided, however, that Agent’s aggregate liability during any term of this Agreement with respect to, arising
from, or arising in connection with this Agreement, or from all Services provided or omitted to be provided under this Agreement,
whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid hereunder by the Company
to Agent as fees and charges, but not including reimbursable expenses.


 


12.4      Notice. In
order that the indemnification provisions contained in this Section shall apply, upon the assertion of a claim for which one party
may be required to indemnify the other, the party seeking indemnification shall promptly notify the other party of such assertion,
and shall keep the other party advised with respect to all developments concerning such claim. The indemnifying party shall have
the option to participate with the indemnified party in the defense of such claim or to defend against said claim in its own name
or the name of the indemnified party. The indemnified party shall in no case confess any claim or make any compromise in any case
in which the indemnifying party may be required to indemnify it except with the indemnifying party’s prior written consent.


 


13.          Changes in Subscription Certificate.


 


The Agent may, without the consent or concurrence
of the Shareholders in whose names Subscription Certificates are registered, by supplemental agreement or otherwise, concur with
the Company in making any changes or corrections in a Subscription Certificate that it shall have been advised by counsel (who
may be counsel for the Company) is appropriate to cure any ambiguity or to correct any defective or inconsistent provision or clerical
omission or mistake or manifest error therein or herein contained, and which shall not be inconsistent with the provision of the
Subscription Certificate except insofar as any such change may confer additional rights upon the Shareholders.


 


14.          Assignment/Delegation.


 


A. Except as provided in Section 14(B) below,
neither this Agreement nor any rights or obligations hereunder may be assigned or delegated by either party without the written
consent of the other party.


 


B. The Agent may, without further consent on
the part of the Company, subcontract with other subcontractors for systems, processing, telephone and mailing services, and post-exchange
activities, as may be required from time to time;provided, however, that the Agent shall be as fully responsible to the Company
for the acts and omissions of any subcontractor as it is for its own acts and omissions.


 






    	 



    	 



    

15.          Third Party Beneficiaries.


 


Except as explicitly stated elsewhere in this
Agreement, nothing under this Agreement shall be construed to give any rights or benefits in this Agreement to anyone other than
the Agent and the Company and the duties and responsibilities undertaken pursuant to this Agreement shall be for the sole and exclusive
benefit of the Agent and the Company. Neither party shall make any commitments with third parties that are binding on the other
party without the other party’s prior written consent.


 


16.          Governing Law.


 


The validity, interpretation and performance
of this Agreement shall be governed by the law of the Commonwealth of Massachusetts.


 


17.          Partnership.


 


This Agreement does not constitute an agreement
for a partnership or joint venture between the Agent and the Company.


 


18.          Force Majeure.


 


In the event either party is unable to perform
its obligations under the terms of this Agreement because of acts of God, strikes, terrorist acts, equipment or transmission failure
or damage reasonably beyond its control, or other cause reasonably beyond its control, such party shall not be liable for damages
to the other for any damages resulting from such failure to perform or otherwise from such causes. Performance under this Agreement
shall resume when the affected party or parties are able to perform substantially that party’s duties.


 


19.          Consequential Damages.


 


Neither party to this Agreement shall be liable
to the other party for any consequential, indirect, special or incidental damages under any provisions of this Agreement or for
any consequential, indirect, penal, special or incidental damages arising out of any act or failure to act hereunder even if that
party has been advised of or has foreseen the possibility of such damages.


 


20.          Severability.


 


If any provision of this Agreement shall be
held invalid, unlawful, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any
way be affected or impaired.


 


21.          Counterparts.


 


This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which together shall be considered one and the same agreement.


 


22.          Captions.


 


The captions and descriptive headings herein
are for the convenience of the parties only. They do not in any way modify, amplify, alter or give full notice of the provisions
hereof.


 


23.          Confidentiality.


 


23.1         Definition. Each party acknowledges and understands
that any and all technical, trade secret, or business information, including, without limitation, financial information, business
or marketing strategies or plans, product development, Company information, Shareholder information (including any non-public information
of such Shareholder), proprietary information, or proprietary software (including methods or concepts used therein, sources code,
object code, or related technical information) which has been or is disclosed to the other or has been or is otherwise obtained
by the other, its affiliates, agents or representatives before or during the term of this Agreement (the “Confidential Information”)
is confidential and proprietary, constitutes trade secrets of the owner (or its affiliates), and is of great value and importance
to the success of the owner’s (or its affiliates’) business. The parties shall treat the terms and conditions (but
not the existence) of this Agreement as the Confidential Information of the other party. Confidential Information shall not include
any information that is: (a) already known to the other party or its affiliates at the time of the disclosure; (b) publicly known
at the time of the disclosure or becomes publicly known through no wrongful act or failure of the other party; (c) subsequently
disclosed to the other party or its affiliates on a non-confidential basis by a third party not having a confidential relationship
with the owner and which rightfully acquired such information; or (d) independently developed by one party without access to the
Confidential Information of the other.


 






    	 



    	 



    

23.2.        Use and Disclosure. All Confidential Information
relating to a party will be held in confidence by the other party to the same extent and with at least the same degree of care
as such party protects its own confidential or proprietary information of like kind and import, but in no event using less than
a reasonable degree of care. Neither party will disclose, duplicate, publish, release, transfer or otherwise make available Confidential
Information of the other party in any form to, or for the use or benefit of, any person or entity without the other party’s consent.
Each party will, however, be permitted to disclose relevant aspects of the other party’s Confidential Information to its officers,
affiliates, agents, subcontractors and employees to the extent that such disclosure is reasonably necessary for the performance
of its duties and obligations under this Agreement and such disclosure is not prohibited by the Gramm-Leach-Bliley Act of 1999
(15 U.S.C. 6801 et seq.), as it may be amended from time to time (the “GLB Act”), the regulations promulgated thereunder
or other applicable law. Each party will establish commercially reasonable controls to ensure that the confidentiality of the Confidential
Information and to ensure that the Confidential Information is not disclosed contrary to the provisions of this Agreement, the
GLB Act or any other applicable privacy law. Without limiting the foregoing, each party will implement such physical and other
security measures as are necessary to (a) ensure the security and confidentiality of the Confidential Information; (b) protect
against any threats or hazards to the security and integrity of the Confidential Information; and (c) protect against any
unauthorized access to or use of the Confidential Information. To the extent that any duties and responsibilities under this Agreement
are delegated to an agent or other subcontractor, the party ensures that such agent and subcontractor are contractually bound to
confidentiality terms consistent with the terms of this Section 23.


 


23.3.        Required or Permitted Disclosure.
In the event that any requests or demands are made for the disclosure of Confidential Information, other than requests to Agent
for records of Shareholders pursuant to standard subpoenas from state or federal government authorities (e.g., in divorce and criminal
actions), the party will notify the other party to secure instructions from an authorized officer of such party as to request and
to enable the other party the opportunity to obtain a protective order or other confidential treatment. Each party expressly reserves
the right, however, to disclose the Confidential Information to any person whenever it is advised by counsel that it may be held
liable for the failure to disclose such Confidential Information or if required by law or court order.


 




23.4         Unauthorized
Disclosure. As may be required by law and without limiting either party’s rights in respect of a breach of this
Section, each party will:


		D.	



		(a)	promptly notify the other party in writing of any unauthorized possession, use or disclosure
of the other party’s Confidential Information by any person or entity that may become known to such party;



		E.	



		(b)	promptly furnish to the other party full details of the unauthorized possession, use or disclosure;
and



 


		(c)	promptly use commercially reasonable efforts to prevent a recurrence of any such unauthorized
possession, use or disclosure of Confidential Information.



 


23.5         Costs. Each party will bear the costs it incurs as a
result of compliance with this Section 23.


 






    	 



    	 



    

24.          Term and Termination.


 


This Agreement shall remain in effect until
the earlier of (a) thirty (30) days after the Expiration Date; (b) it is terminated by either party upon a material breach of this
Agreement which remains uncured for 30 days after written notice of such breach has been provided; or (c) 30 days’ written
notice has been provided by either party to the other. Upon termination of the Agreement, the Agent shall retain all canceled Certificates
and related documentation as required by applicable law.


 


25.          Notices.


 


Until further notice in writing by
either party hereto to the other party, all written reports, notices and other communications between the Agent and the Company
required or permitted hereunder shall be delivered or mailed by first class mail, postage prepaid, telecopy or overnight courier
guaranteeing next day delivery, addressed as follows:


 


If to the Company, to:


 


SWK Holdings Corporation


15770 North Dallas Parkway, Suite 1290

Dallas, Texas 75248


Attn: Winston Black






If to the Agent, to:


 


Computershare Trust Company, N.A.


c/o Computershare Inc.


250 Royall Street


Canton, MA 02021


Attn: Reorganization Department


 


 


26.          Survival.


 


The provisions of Paragraphs 12, 15,
17-19, 22, and 24-31 shall survive any termination, for any reason, of this Agreement.


 


27.          Merger of Agreement.


 


This Agreement constitutes the entire agreement
between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof whether oral or written.


 


28.          Priorities.


 


In the event of any conflict, discrepancy, or
ambiguity between the terms and conditions contained in this Agreement and any schedules or attachments hereto, the terms and conditions
contained in this Agreement shall take precedence.


 



29.          Successors.


 


All the covenants and provisions
of this Agreement by or for the benefit of the Company or the Agent shall bind and inure to the benefit of their respective successors
and assigns hereunder.


 



30.          No
Strict Construction.


 


The parties hereto have participated
jointly in the negotiation and drafting of this Agreement. In the event any ambiguity or question of intent or interpretation arises,
this Agreement shall be construed as if drafted jointly by all parties hereto, and no presumption or burden of proof shall arise
favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.      


 







    	 



    	 



    

31.
         Descriptive Headings.


 


Descriptive headings contained in
this Agreement are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions
hereof.      


 


IN WITNESS WHEREOF, the parties hereto
have caused this Agreement to be executed by their respective officers, hereunto duly authorized, as of the day and year first
above written.


 


 


For both Entities: 


 


COMPUTERSHARE TRUST COMPANY, N.A. 


and COMPUTERSHARE, INC.


 


 


By: /s/ Neda Sheridan      


 


Title:Vice President      


 


Date: 4/7/14      


 


 


SWK HOLDINGS CORPORATION


 


By: /s/ Winston Black


 


Title: Managing Director


 


Date: 4/7/14


 






    	 



    	 



    

Fee Schedule to Serve
as 


Subscription Agent
for


SWK Holdings Corporation


 


A.     FEES FOR SERVICES



      


	
         

        $ 
	20,000.00	 	
         

        Subscription Agent Project Management Fee*

	$	15.00	 	Per subscription form processed (registered and beneficial)
	$	7.50	 	Per sale or transfer of rights, if applicable
	$	3.50	 	Per refund check issued and mailed, if applicable 
	$	12.00	 	Per notice of guarantee/ defective subscription/ withdrawal
	$	5.00	 	Calculating proration, each item, if applicable
	$	3,500.00	 	Midnight Expiration, if applicable
	$	3,500.00	 	Per offer extension, if applicable
	 	 	 	 


 


*Minimum charge should the project be canceled
for any reason after the mailing of the subscription form.


 


B.     SERVICES
COVERED


		§	Designating an operational team to carry out Subscription Agent
duties, including document review and execution of legal agreement, review of subscription form and communication materials, project
management, and on-going project updates and reporting



		§	Coordinating the offering with the Depositary Trust Company



		§	Interfacing with the Information Agent



		§	Calculating Rights to be distributed to each shareholder 



		§	Printing shareholder information on the subscription form



		§	Coordinating the mailing of subscription materials to shareholders
with the Information Agent



		§	Tracking and reporting the number of subscriptions made, as required



		§	Processing rights received and exercised



		§	Depositing participant checks daily 



		§	Providing receipt summation of checks received



		§	Prorating subscriptions as required, if applicable



		§	Forwarding funds to SWK Holdings Corporation at the end of the
offering period



		§	Calculating, issuing and mailing shares and refund checks, if
applicable



		§	Affixing legends to appropriate stock certificates, where applicable







    	 



    	 



    

C.     ITEMS NOT
COVERED


		§	Items not specified in the “Services Covered” section
set forth in this Agreement, including any services associated with new duties, legislation or regulatory fiat which become effective
after the date of this Agreement (these will be provided on an appraisal basis)



		§	All out-of-pocket expenses such as certificates, checks, postage,
stationery, wire transfers, and excess material disposal (these will be billed as incurred)



		§	Special reporting requests (including but not limited to escheatment,
reconciliation and audit reports) and requests to expedite processed items outside of our standard target of 7-10 day turnaround
time 



D.     ASSUMPTIONS


		§	Fee Schedule based upon information known at this time about
                                                                                                                            the transaction.



		§	Significant changes made in the terms or requirements of this
transaction could require modifications to this Fee Schedule



		§	Company responsible for printing of materials (Prospectus and
ancillary documents)



		§	No interest shall accrue to shareholders or the company



E.     PAYMENT FOR
SERVICES


			The Project Management Fee will be rendered and payable on the effective date of the transaction. An invoice for any out-of-pockets
and per item fees realized will be rendered and payable on a monthly basis.