Common use of CERTIFICATE OF EXCHANGE Clause in Contracts

CERTIFICATE OF EXCHANGE. To SWK 20[__] Rights Exchange Trust (the “Trust”): The undersigned hereby requests distribution of shares of common stock, par value $0.001 per share (the “Common Stock”), of SWK Holdings Corporation (the “Company”), distributable to the undersigned pursuant to the exchange declared on [insert Exchange Record Date] (the “Exchange”) pursuant to the terms of the Rights Agreement between the Company and Computershare Trust Company, N.A. (as amended and restated, the “Rights Agreement”). [The undersigned further requests that certificates representing such shares of Common Stock be issued in the name of: (Please print name and address) ] The undersigned hereby certifies as of the date hereof that he/she/it (a) was the beneficial owner of that number of shares indicated above as of the Close of Business (as defined in the Rights Agreement) on [insert Exchange Record Date] and is entitled to distribution of such number of shares pursuant to the Exchange, (b) is a “Beneficiary” under the Trust Agreement, dated as of [______________], between the Company and [Trustee], as Trustee (the “Trust Agreement”), (c) is not, and immediately prior to the declaration of the Exchange was not, an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) and (d) shall cease to be a Beneficiary of the Trust upon distribution of the shares identified herein. Signature Dated: [consider adding a NOTARY SIGNATURE BLOCK] Exhibit E IRREVOCABLE PROXY The undersigned, acting solely in its capacity as trustee of the SWK 20[__] Rights Exchange Trust (the “Trust”), which holds shares of common stock of SWK Holdings Corporation, a Delaware corporation (the “Company”), as of the date hereof, hereby irrevocably appoints the Secretary of the Company, any other designee of the Company’s Board of Directors, or any other person duly authorized to serve as proxy, as the sole and exclusive attorney-in-fact and proxies of the undersigned, with full power of substitution and resubstitution, to vote and exercise all voting and related rights (to the full extent that the undersigned is entitled to do so) with respect to all of the shares of common stock of the Company that now are or hereafter may be owned of record by the Trust, and any and all other shares or securities of the Company issued or issuable, or exchanged or exchangeable, in respect thereof on or after the date hereof (collectively, the “Shares”) in accordance with the terms of the Trust Agreement, dated as of [____________] (as the same may be amended from time to time, the “Trust Agreement”), between the Company and [Trustee], a Delaware banking corporation, as trustee. This proxy is irrevocable and is coupled with an interest. The attorneys-in-fact and proxies named above, and each of them, are hereby authorized and empowered by the undersigned to act as the undersigned’s attorney-in-fact and irrevocable proxy, and to exercise all voting, consent and similar rights of the undersigned with respect to the Shares (including, without limitation, the power to execute and deliver written consents), subject to and in accordance with the terms of the Trust Agreement. Any obligation of the undersigned hereunder shall be binding upon the successors and assigns of the undersigned. [WILMINGTON TRUST COMPANY], as Trustee of the 20[__] SWK Rights Exchange Trust Dated: [___________________] By: Name: Title:

CERTIFICATE OF EXCHANGE. To SWK 20[__] DST Rights Exchange Trust (the “Trust”): The undersigned hereby requests distribution of [ ] shares of common stock, par value $0.001 .0001 per share (the “Common Stock”), of SWK Holdings Corporation DST Systems, Inc. (the “Company”), distributable to the undersigned pursuant to the exchange declared on [insert Exchange Record Date[ ] (the “Exchange”) pursuant to the terms of the Rights Agreement between the Company and Computershare Trust Company, N.A. as successor rights agent (as amended and restated, the “Rights Agreement”). [The undersigned further requests that certificates representing such shares of Common Stock be issued in the name of: (Please print name and address) ] The undersigned hereby certifies as of the date hereof that he/she/it (a) was the beneficial owner of that number of shares indicated above as of the Close of Business (as defined in the Rights Agreement) on [insert Exchange Record Date[ ] and is entitled to distribution of such number of shares pursuant to the Exchange, (b) is a “Beneficiary” under the Trust Agreement, dated as of [______________[ ], between the Company and [Trustee[ ], as Trustee (the “Trust Agreement”), (c) is not, and immediately prior to the declaration of the Exchange was not, an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) and (d) shall cease to be a Beneficiary of the Trust upon distribution of the shares identified herein. Signature DatedDate: [consider adding a NOTARY SIGNATURE BLOCK] Exhibit E D to Trust Agreement IRREVOCABLE PROXY The undersigned, acting solely in its capacity as trustee of the SWK 20[__] DST Rights Exchange Trust (the “Trust”), which holds shares of common stock of SWK Holdings CorporationDST Systems, Inc., a Delaware corporation (the “Company”), as of the date hereof, hereby irrevocably appoints the Secretary of the Company, any other designee of the Company’s Board of Directors, or any other person duly authorized to serve as proxy, as the sole and exclusive attorney-in-fact and proxies of the undersigned, with full power of substitution and resubstitution, to vote and exercise all voting and related rights (to the full extent that the undersigned is entitled to do so) with respect to all of the shares of common stock of the Company that now are or hereafter may be owned of record by the Trust, and any and all other shares or securities of the Company issued or issuable, or exchanged or exchangeable, in respect thereof on or after the date hereof (collectively, the “Shares”) in accordance with the terms of the Trust Agreement, dated as of [____________[ ] (as the same may be amended from time to time, the “Trust Agreement”), between the Company and [Trustee[ ], a Delaware banking corporation[ ], as trustee. This proxy is irrevocable and is coupled with an interest. The attorneys-in-fact and proxies named above, and each of them, are hereby authorized and empowered by the undersigned to act as the undersigned’s attorney-in-fact and irrevocable proxy, and to exercise all voting, consent and similar rights of the undersigned with respect to the Shares (including, without limitation, the power to execute and deliver written consents), subject to and in accordance with the terms of the Trust Agreement. Any obligation of the undersigned hereunder shall be binding upon the successors and assigns of the undersigned. [WILMINGTON TRUST COMPANY[ ], as Trustee of the 20[__] SWK DST Rights Exchange Trust Dated: [___________________[ ] By: Name: Title:

CERTIFICATE OF EXCHANGE. To SWK 20[__] Ballantyne Strong Rights Exchange Trust (the “"Trust”"): The undersigned hereby requests distribution of [__________] shares of common stock, par value $0.001 .01 per share (the “"Common Stock”Shares"), of SWK Holdings Corporation Ballantyne Strong, Inc. (the “"Company”"), distributable to the undersigned pursuant to the exchange declared on [insert Exchange Record Date__________] (the “"Exchange”") pursuant to the terms of the Rights Agreement between the Company and Computershare Trust CompanyInc., N.A. as rights agent (as amended and restated, the “"Rights Agreement”"). [The undersigned further requests that certificates representing such shares of Common Stock Shares be issued in the name of: (Please print name and address) ] The undersigned hereby certifies as of the date hereof that he/she/it (a) was the beneficial owner of that number of shares indicated above as of the Close of Business (as defined in the Rights Agreement) on [insert Exchange Record Date__________] and is entitled to distribution of such number of shares pursuant to the Exchange, (b) is a “"Beneficiary” " under the Trust Agreement, dated as of [______________], between the Company and [Trustee__________], as Trustee (the “"Trust Agreement”"), (c) is not, and immediately prior to the declaration of the Exchange was not, an Acquiring Person or an Affiliate or Associate of an Acquiring Person or a Person (or an Affiliate or Associate of such Person) Acting in Concert with an Acquiring Person (or any Affiliate or Associate of an Acquiring Person) (as such terms are defined in the Rights Agreement) and (d) shall cease to be a Beneficiary of the Trust upon distribution of the shares identified herein. Signature DatedDate: [consider adding a NOTARY SIGNATURE BLOCK] Exhibit E D to Trust Agreement IRREVOCABLE PROXY The undersigned, acting solely in its capacity as trustee of the SWK 20[__] Ballantyne Strong Rights Exchange Trust (the “"Trust”"), which holds shares of common stock of SWK Holdings CorporationBallantyne Strong, Inc., a Delaware corporation (the “"Company”"), as of the date hereof, hereby irrevocably appoints the Secretary of the Company, any other designee of the Company’s Board of Directors, or any other person duly authorized to serve as proxy, as the sole and exclusive attorney-in-fact and proxies of the undersigned, with full power of substitution and resubstitution, to vote and exercise all voting and related rights (to the full extent that the undersigned is entitled to do so) with respect to all of the shares of common stock of the Company that now are or hereafter may be owned of record by the Trust, and any and all other shares or securities of the Company issued or issuable, or exchanged or exchangeable, in respect thereof on or after the date hereof (collectively, the “"Shares”") in accordance with the terms of the Trust Agreement, dated as of [____________] (as the same may be amended from time to time, the “"Trust Agreement”"), between the Company and [Trustee__________], a Delaware banking corporation[__________], as trustee. This proxy is irrevocable and is coupled with an interest. The attorneys-in-fact and proxies named above, and each of them, are hereby authorized and empowered by the undersigned to act as the undersigned’s attorney-in-fact and irrevocable proxy, and to exercise all voting, consent and similar rights of the undersigned with respect to the Shares (including, without limitation, the power to execute and deliver written consents), subject to and in accordance with the terms of the Trust Agreement. Any obligation of the undersigned hereunder shall be binding upon the successors and assigns of the undersigned. [WILMINGTON TRUST COMPANY__________], as Trustee of the 20[__] SWK Ballantyne Strong Rights Exchange Trust Dated: [___________________] By: Name: Title: