8-K
SWK Holdings Corp (SWKHL)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the SecuritiesExchange Act of 1934
Date of Report (Date of Earliest Event Reported):April 6, 2026
SWK HOLDINGS CORPORATION
(Exact Name of the Registrant as Specified in ItsCharter)
Delaware
(State or Other Jurisdiction of Incorporation)
| 001-39184 | 77-0435679 |
|---|---|
| (Commission File Number) | (IRS Employer Identification No.) |
| 5956 Sherry Lane, Suite 2000, Dallas, TX | 75225 |
| (Address of Principal Executive Offices) | (Zip Code) |
(972) 687-7250
(Registrant’s Telephone Number, IncludingArea Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on<br><br> <br>which registered |
|---|---|---|
| Common Stock, par value<br><br> <br>$0.001 per share | SWKH | The Nasdaq Stock Market LLC |
| 9.00% Senior Notes due 2027 | SWKHL | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Introductory Note
This Current Report on Form 8-K is being filed in connection with the completion of the previously announced Agreement and Plan of Merger, dated October 9, 2025, by and among SWK Holdings Corporation, a Delaware corporation (the “Company”), Runway Growth Finance Corp., a Maryland corporation (“RWAY”), RWAY Portfolio Holding Corp., a Delaware corporation and a direct wholly-owned subsidiary of RWAY (“Intermediary Sub”), RWAY Portfolio Corp., a Delaware corporation and a wholly-owned subsidiary of Intermediary Sub (“Acquisition Sub”) and Runway Growth Capital LLC, a Delaware limited liability company (the “Adviser”) (the “Merger Agreement”). Pursuant to the Merger Agreement, the Company first merged with and into Acquisition Sub, with Acquisition Sub as the surviving company (the “First Merger”). Following the effectiveness of the First Merger, Acquisition Sub merged with and into Intermediary Sub, with Intermediary Sub as the surviving company (the “Second Merger”). Following the effectiveness of the Second Merger, Intermediary Sub merged with and into the Company, with the Company as the surviving company (the “Third Merger” and, together with the First Merger and the Second Merger, the “Mergers”).
The Mergers were consummated on April 6, 2026 (the “Closing Date”). In accordance with the terms of the Merger Agreement, at the effective time of the First Merger (the “Effective Time”), each outstanding share of common stock, par value $0.001 per share, of the Company (“Company Common Stock”) was converted into the right to receive (i) either (A) 1.7264 shares of common stock, par value $0.01 per share, of RWAY (“RWAY Common Stock” and such consideration, the “Per Share Stock Consideration”) or (B) $20.59 in cash (the “Per Share Cash Consideration”) (in each case, based on the election of the holder thereof in accordance with the terms of the Merger Agreement and subject to proration as provided therein) plus (ii) $0.74 in cash, which represents a pro rata share of the guaranteed cash payment paid by the Adviser (the “Per Share Guaranteed Cash Payment” and collectively with the Per Share Stock Consideration and the Per Share Cash Consideration, in each case, as applicable, the “Total Per Share Consideration”). As a result, RWAY issued an aggregate of approximately 6,330,640 shares of RWAY Common Stock and paid $173,539,245.32 in cash (the “Aggregate Cash Consideration”) to the Company’s former stockholders. No fractional shares were issued in the First Merger and the value of any fractional shares of RWAY Common Stock that a former holder of Company Common Stock would otherwise be entitled to receive will be paid in cash.
Item 1.01Entry into a Material Definitive Agreement.
In connection with the Mergers, on April 6, 2026, the Company entered into the Second Supplemental Indenture (the “Second Supplemental Indenture”), between the Company and Wilmington Trust, National Association, as trustee (the “Trustee”), to the Indenture, dated as of October 3, 2023, between the Company and the Trustee (as amended and supplemented by the First Supplemental Indenture, dated as of October 3, 2023, the “Base Indenture”), under which the Company issued $30.0 million aggregate principal amount of its 9.00% Senior Notes due 2027 (the “2027 Notes”). The Second Supplemental Indenture amended the Base Indenture to, among other things, add certain restrictive covenants and an additional event of default to comply with applicable requirements under the Investment Company Act of 1940, as amended, in connection with the acquisition of the Company by RWAY.
The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the Base Indenture, First Supplemental Indenture, Second Supplemental Indenture and 2027 Notes, a copy of each of which is filed herewith as Exhibits 4.1, 4.2, 4.3 and 4.4, respectively, and is incorporated herein by reference.
Item 1.02Termination of a Material Definitive Agreement.
FirstHorizon Bank Credit Facility
In connection with the consummation of the Mergers, on April 6, 2026, the Company and its subsidiaries terminated all outstanding lender commitments, under that certain Credit Agreement, dated June 28, 2023, by and among the Company, SWK Funding LLC, a Delaware limited liability company and First Horizon Bank (as amended, modified or otherwise supplemented from time to time, the “Credit Agreement”). In connection with the termination of the Credit Agreement, on April 6, 2026, all outstanding obligations for principal, interest and fees under the Credit Agreement were paid off in full, and all liens securing such obligations permitted by the Credit Agreement to be secured by such liens and guarantees of such obligations were released.
Item 2.01Completion of Acquisition or Disposition of Assets.
MergerConsideration
The information set forth under the heading “Introductory Note” is incorporated herein by reference. As previously disclosed, holders of Company Common Stock had the right to elect to receive for each share of Company Common Stock they held the Per Share Cash Consideration instead of the Per Share Stock Consideration (an “Election”, each such electing share, an “Electing Share” and each non-electing share, a “Non-Electing Share”). Any record holder of shares of Company Common Stock who did not validly make an Election in respect of any of their shares (such holder, a “Non-Election Holder”) was deemed to have made an Election with respect to a percentage of the total shares of Company Common Stock held by such Non-Election Holder equal to a number, the numerator of which will be the Aggregate Cash Consideration (as defined and calculated in accordance with the Merger Agreement), and the denominator of which will be the Closing Company Net Asset Value (as defined and calculated in accordance with the Merger Agreement).
After giving effect to the Elections, the aggregate amount of cash (excluding, for the avoidance of doubt, cash in lieu of fractional shares) to be paid by RWAY in the First Merger (excluding, for the avoidance of doubt, the Guaranteed Cash Payment) was $244,352,684.96 (the “Proposed Cash Consideration”), which exceeded the Aggregate Cash Consideration, and therefore the number of Electing Shares was reduced (without any action on the part of any holder of Company Common Stock) by converting 3,439,429 Electing Shares into Non-Electing shares such that the Proposed Cash Consideration was equal to the Aggregate Cash Consideration (determined on a whole-share basis). Any such reduction in the number of Electing Shares was applied among all stockholders, pro rata based on the aggregate number of Electing Shares held by each such stockholder in proportion to the total number of Electing Shares. (i) Each Electing Share, as adjusted, was converted into the right to receive (A) the Per Share Cash Consideration and (B) the Per Share Guaranteed Cash Payment and (ii) each Non-Electing Share, as adjusted, was converted into the right to receive (X) the Per Share Stock Consideration and (Y) the Per Share Guaranteed Cash Payment.
Treatmentof Restricted Stock
At the Effective Time, each award of restricted Company Common Stock granted under the Company’s 2010 Equity Incentive Plan, as amended (“Company Restricted Stock Award”) that was outstanding and unvested as of the Effective Time, vested in full immediately prior to the Effective Time and each share of Company Common Stock subject to an outstanding Company Restricted Stock Award was accelerated and cancelled in exchange for the right to receive the Total Per Share Consideration, subject to applicable withholding.
The foregoing description of the Mergers and the Merger Agreement, and the transactions contemplated thereby, is a summary only, does not purport to be complete, and is subject to and qualified in its entirety by reference to the full text of the Merger Agreement, which is attached to this Current Report on Form 8-K as Exhibit 2.1 and is incorporated by reference herein.
Item 3.01Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
On April 6 2026, in connection with the consummation of the Mergers, the Company notified The Nasdaq Stock Market LLC (“Nasdaq”) that the Mergers had been consummated and requested that the trading of the Company Common Stock on Nasdaq be suspended prior to market open on April 6, 2026 and that the listing of the shares of the Company Common Stock on Nasdaq be withdrawn. In addition, the Company requested that Nasdaq file with the SEC a notification on Form 25 to report the delisting of the shares of the Company Common Stock from Nasdaq and to deregister the shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company intends to file with the SEC a Form 15 suspending the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act pursuant to Section 12(g) of the Exchange Act.
Item 3.03.Material Modification to Rights of Security Holders.
The information set forth in the Introductory Note, Item 2.01 and Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
As of the Effective Time, holders of the Company Common Stock immediately prior to the Effective Time ceased to have any rights as common stockholders of the Company (other than the right to receive the merger consideration or as provided by law).
Item 5.01.Changes in Control of Registrant.
Upon the Effective Time, a change in control of the Company occurred, and the Company became a wholly-owned subsidiary of RWAY.
The information set forth in the Introductory Note, Item 3.03 and Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
Item 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of CertainOfficers.
Pursuant to the Merger Agreement, as of the Effective Time, (i) each of the officers and directors of the Company ceased to be officers and directors of the Company and (ii) the officers and directors of Acquisition Sub, each as of immediately prior to the Effective Time, became the directors and officers of the Company.
The information set forth in the Introductory Note is incorporated herein by reference.
Item 5.03.Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
In connection with the completion of the First Merger and pursuant to the Merger Agreement, (a) at the Effective Time, the certificate of incorporation and bylaws of Acquisition Sub, as in effect immediately prior to the Effective Time, continued to be the certificate of incorporation and bylaws of Acquisition Sub, as the surviving corporation in the First Merger, (b) at the effective time of the Second Merger (the “Second Effective Time”), the certificate of incorporation and bylaws of Intermediary Sub, as in effect immediately prior to the Second Effective Time, continued to be the certificate of incorporation and bylaws of Intermediary Sub, as the surviving corporation in the Second Merger and (c) at the effective time of the Third Merger (the “Third Effective Time”), the articles of incorporation and bylaws of RWAY, as in effect immediately prior to the Third Effective Time, continued to be the articles of incorporation and bylaws of RWAY, as the surviving corporation in the Third Merger.
Copies of the articles of incorporation and bylaws of RWAY are filed as Exhibit 3.1, Exhibit 3.2 and Exhibit 3.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 9.01 Financial Statementsand Exhibits.
Reference is made to the Exhibit Index included with this Current Report on Form 8-K.
* All schedules to the Merger Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Runway Growth Finance Corp., as successor by merger to SWK Holdings Corporation | |
|---|---|
| By: | /s/ Thomas B. Raterman |
| Name: | Thomas B. Raterman |
| Title: | Chief Operating Officer, Chief Financial Officer, Treasurer and Secretary |
Date: April 6, 2026
Exhibit 4.3
SWKHOLDINGS CORPORATION
and
WilmingtonTrust, National Association
asTrustee
SECONDSUPPLEMENTAL INDENTURE
Datedas of April 6, 2026
tothe Indenture dated as of October 3, 2023
SECONDSUPPLEMENTAL INDENTURE
SECOND SUPPLEMENTAL INDENTURE(this “Second Supplemental Indenture”), dated as of April 6, 2026, between SWK Holdings Corporation, a Delaware corporation (the “Company”), and Wilmington Trust, National Association, as trustee (the “Trustee”).
RECITALSOF THE COMPANY
WHEREAS, the Company and the Trustee executed and delivered an Indenture, dated as of October 3, 2023 (the “Base Indenture”), to provide for the issuance by the Company from time to time of debt securities to be issued in one or more series (the “Securities”);
WHEREAS, the Company and the Trustee executed and delivered the First Supplemental Indenture, dated as of October 3, 2023 (the “First SupplementalIndenture”, and together with the Base Indenture with respect to the Notes (as defined below) but not any other series of Securities, the “2027 Notes Indenture”) to provide for the form and terms of a series of Securities designated as the Company’s 9.00% Senior Notes due 2027 (the “Notes”);
WHEREAS, Section 9.1(b) of the Base Indenture provides that the Company and the Trustee may enter into one or more indentures supplemental to the Base Indenture, without the consent of any Holders of Securities, to add to the covenants of the Company such new covenants, restrictions, conditions or provisions for the protection of the Holders of all or any series of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, conditions or provisions an Event of Default;
WHEREAS, the Company desires to execute this Second Supplemental Indenture to add additional covenants and an Event of Default as described in this Second Supplemental Indenture for the protection of the Holders of all series of Securities (including the Notes);
WHEREAS, the Company has requested and hereby requests that the Trustee execute and deliver this Second Supplemental Indenture;
WHEREAS, the execution and delivery of this Second Supplemental Indenture has been duly authorized by the Company and all things necessary have been done by the Company to make this Second Supplemental Indenture, when executed and delivered by the Company, a valid and binding supplement to the Base Indenture and the 2027 Notes Indenture, as applicable, and agreement of the Company; and
WHEREAS, all conditions precedent provided for in the Base Indenture relating to the execution of this Second Supplemental Indenture have been complied with.
NOW, THEREFORE, in consideration of the premises stated herein, the Company and the Trustee mutually covenant and agree for the equal and proportionate benefit of all Holders of the Securities as follows:
Article1
APPLICATION OF SECOND SUPPLEMENTAL INDENTURE; DEFINITIONS
Section 1.1 Application of Second Supplemental Indenture. Notwithstanding any other provision of this Second Supplemental Indenture, except as otherwise expressly provided or unless the context otherwise requires, all provisions of this Second Supplemental Indenture with specific Article numbers or Section numbers refer to Articles and Sections contained in this Second Supplemental Indenture and not the Base Indenture, the First Supplemental Indenture or any other document.
Section 1.2 Definitions. For purposes of this Second Supplemental Indenture, all capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Base Indenture. References in this Second Supplemental Indenture to the “Indenture” shall mean (i) with respect to the Notes, the 2027 Notes Indenture, as amended and supplemented by this Second Supplemental Indenture, and (ii) with respect to any other series of Securities, the Base Indenture, as amended and supplemented by this Second Supplemental Indenture.
Article2
EVENTS OF DEFAULT
2.1 Events of Default. Section 5.1 of the Base Indenture and Section 5.1 of the First Supplemental Indenture shall hereby be amended by: (i) adding as clause (h) of Section 5.1 of the Base Indenture and Section 5.1 of the First Supplemental Indenture the following:
“(h) if, pursuant to Section 18(a)(1)(C)(ii) and Section 61 of the Investment Company Act, on the last business day of each of 24 consecutive calendar months, any class of securities shall have an asset coverage (as such term is used in the Investment Company Act) of less than 100%, giving effect to any exemptive relief granted to the Company by the Commission.”
and (ii) replacing the “.” at the end of Section 5.1(g) of the Base Indenture and Section 5.1(g) of the First Supplemental Indenture with “; or”.
Article3
CERTAIN COVENANTS
Section 3.1 Certain Covenants. Article X of the Base Indenture shall hereby be amended by adding the following as Section 10.6 and Section 10.7:
“Section 10.6. Section 18(a)(1)(A) of the Investment Company Act. The Company hereby agrees that for the period of time during which Securities are Outstanding, the Company will not violate, whether or not it is subject to, Section 18(a)(1)(A) as modified by Section 61(a) of the Investment Company Act or any successor provisions thereto of the Investment Company Act, but giving effect, in either case, to any exemptive relief granted to the Company by the Commission.
Section 10.7. Section 18(a)(1)(B) of the Investment Company Act. The Company hereby agrees that for the period of time during which Securities are Outstanding, the Company shall not declare any dividend (except a dividend payable in stock of the Company), or declare any other distribution, upon a class of the Company’s capital stock, or purchase any such capital stock, unless, in every such case, at the time of the declaration of any such dividend or distribution, or at the time of any such purchase, the Company has an asset coverage (as defined in the Investment Company Act) of at least the threshold specified in Section 18(a)(1)(B) as modified by Section 61(a)(2) of the Investment Company Act or any successor provisions thereto of the Investment Company Act, after deducting the amount of such dividend, distribution or purchase price, as the case may be, and giving effect, in each case, to any no-action relief granted by the Commission to another business development company and upon which the Company may reasonably rely (or to the Company if it determines to seek such similar no-action or other relief) permitting the business development company to declare any cash dividend or distribution notwithstanding the prohibition contained in Section 18(a)(1)(B) as modified by Section 61(a)(2) of the Investment Company Act, in order to maintain such business development company’s status as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended.”
Article4
MISCELLANEOUS
Section 4.1 Trust Indenture Act Controls.
If any provision hereof limits, qualifies or conflicts with another provision of the Indenture which is required to be included in the Indenture by any of the provisions of the Trust Indenture Act, such required provision shall control. If any provision hereof limits, qualifies or conflicts with the duties imposed by Section 318(c) of the Trust Indenture Act such imposed duties shall control. If any provision of this Second Supplemental Indenture limits, qualifies or conflicts with a provision of the Trust Indenture Act that is required under the Trust Indenture Act to be a part of and govern the Indenture, such provision of the Trust Indenture Act shall control. If any provision of this Second Supplemental Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the latter provision shall be deemed to apply to this Second Supplemental Indenture as such provision of the Trust Indenture Act is so modified or excluded, as the case may be.
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Section 4.2 Governing Law; Waiver of Jury Trial; Submission to Jurisdiction.
THIS SECOND SUPPLEMENTAL INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EACH OF THE COMPANY AND THE TRUSTEE, AND EACH HOLDER OF A SECURITY BY ITS ACCEPTANCE THEREOF, IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SECOND SUPPLEMENTAL INDENTURE, THE SECURITIES, OR THE TRANSACTIONS CONTEMPLATED THEREBY.
Each of the parties hereto hereby irrevocably submits to the jurisdiction of any New York State court sitting in the Borough of Manhattan in the City of New York or any federal court sitting in the Borough of Manhattan in the City of New York in respect of any suit, action or proceeding arising out of or relating to this Second Supplemental Indenture and the Securities, and irrevocably accepts for itself and in respect of its property, generally and unconditionally, jurisdiction of the aforesaid courts.
Section 4.3 Counterparts.
This Second Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. The exchange of copies of this Second Supplemental Indenture and of signature pages that are executed by manual signatures that are scanned, photocopied or faxed or by other electronic signing created on an electronic platform (such as DocuSign) or by digital signing (such as Adobe Sign), in each case that is approved by the Trustee, shall constitute effective execution and delivery of this Second Supplemental Indenture for all purposes. Signatures of the parties hereto that are executed by manual signatures that are scanned, photocopied or faxed or by other electronic signing created on an electronic platform (such as DocuSign) or by digital signing (such as Adobe Sign), in each case that is approved by the Trustee, shall be deemed to be their original signatures for all purposes of this Second Supplemental Indenture as to the parties hereto and may be used in lieu of the original.
Anything in the Indenture or the Securities to the contrary notwithstanding, for the purposes of the transactions contemplated by the Indenture or the Securities and any document to be signed in connection with the Indenture or the Securities (including the Trustee’s certificate of authentication on the Securities, amendments, waivers, consents and other modifications, Officer’s Certificates, Company Requests, Company Orders and Opinions of Counsel and other issuance, authentication and delivery documents) or the transactions contemplated hereby may be signed by manual signatures that are scanned, photocopied or faxed or other electronic signatures created on an electronic platform (such as DocuSign) or by digital signature (such as Adobe Sign), in each case that is approved by the Trustee, and contract formations on electronic platforms approved by the Trustee, and the keeping of records in electronic form, are hereby authorized, and each shall be of the same legal effect, validity or enforceability as a manually executed signature in ink or the use of a paper-based recordkeeping system, as the case may be.
Section 4.4 Severability Clause. In case any provision in this Second Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
Section 4.5 Ratification; Conflicts.
The 2027 Notes Indenture, as supplemented by this Second Supplemental Indenture, is in all respects ratified and confirmed and this Second Supplemental Indenture shall be deemed part of the 2027 Notes Indenture in the manner and to the extent herein and therein provided. In the event that any provision of this Second Supplemental Indenture conflicts with a provision of the 2027 Notes Indenture, such provision of this Second Supplemental Indenture shall control with respect to the Notes.
The Base Indenture, as supplemented by this Second Supplemental Indenture, is in all respects ratified and confirmed and this Second Supplemental Indenture shall be deemed part of the Base Indenture in the manner and to the extent herein and therein provided. In the event that any provision of this Second Supplemental Indenture conflicts with a provision of the Base Indenture, such provision of this Second Supplemental Indenture shall control.
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Section 4.6 Effectiveness.
This Second Supplemental Indenture shall become effective as of the date hereof.
Section 4.7 Trustee Makes No Representation.
The recitals and statements contained herein are made solely by the Company and not by the Trustee, and the Trustee assumes no responsibility for the correctness thereof. The Trustee makes no representation as to the validity, adequacy or sufficiency of this Second Supplemental Indenture. All rights, protections, privileges, indemnities, immunities and benefits granted or afforded to the Trustee under the Base Indenture and the 2027 Notes Indenture, as applicable, shall be deemed incorporated herein by this reference and shall be deemed applicable to all actions taken, suffered or omitted to be taken by the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act under the Indenture.
[Remainder of page intentionally left blank.]
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IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed.
| , | SWK HOLDINGS CORPORATION | |
|---|---|---|
| By: | /s/ Joe D. Staggs | |
| Name: Joe D. Staggs | ||
| Title: President and Chief Executive Officer |
Signature Page to Second Supplemental Indenture
| , | Wilmington Trust, National Association,<br> as Trustee, Paying Agent, Security Registrar and Transfer Agent | |
|---|---|---|
| By: | /s/ Nedine P. Sutton | |
| Name: Nedine P. Sutton | ||
| Title: Vice President |
Signature Page to Second Supplemental Indenture