VOTING AGREEMENTVoting Agreement • September 9th, 2013 • SWK Holdings Corp • Services-prepackaged software • Texas
This VOTING AGREEMENT (this “Agreement”), dated as of September 6, 2013 (the “Effective Date”), is entered into by and between Double Black Diamond, L.P., a Delaware limited partnership (“DBD LP”), Double Black Diamond Offshore Ltd., a Cayman Islands exempted company (“Double Offshore”), Black Diamond Offshore Ltd., a Cayman Islands exempted company (“Offshore,” and along with DBD LP and Double Offshore, collectively, the “Investor”) and SWK Holdings Corporation, a Delaware corporation (the “Company”, and together with Investor, the “Parties” and, each individually, a “Party”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 9th, 2013 • SWK Holdings Corp • Services-prepackaged software • Texas
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of the 6th day of September, 2013, by and among SWK Holdings Corporation, a Delaware corporation (the “Company”), and Double Black Diamond, L.P., a Delaware limited partnership (“DBD LP”), Double Black Diamond Offshore Ltd., a Cayman Islands exempted company (“Double Offshore”), Black Diamond Offshore Ltd., a Cayman Islands exempted company (“Offshore,” and along with DBD LP and Double Offshore, collectively, the “Investor”).
LOAN AGREEMENT Dated as of September 6, 2013 SWK HOLDINGS CORPORATION and SWK FUNDING LLC, as Borrowers, SWK ADVISORS LLC and SWK HP HOLDINGS GP LLC, as Guarantors, and DOUBLE BLACK DIAMOND, L.P., as LenderLoan Agreement • September 9th, 2013 • SWK Holdings Corp • Services-prepackaged software • Texas
THIS LOAN AGREEMENT is made as of September 6, 2013 (the “Closing Date”), by and among SWK Holdings Corporation, a Delaware corporation (“SWK Holdings”), and SWK Funding LLC, a Delaware limited liability company (“SWK Funding”), as borrowers (SWK Holdings and SWK Funding are referred to herein collectively as the “Borrowers” and each individually, a “Borrower”), SWK HP HOLDINGS GP LLC, a Delaware limited liability company (“HP Holdings”), and SWK ADVISORS, LLC, a Delaware limited liability company (“SWK Advisors”), as Guarantors (as hereinafter defined), and Double Black Diamond, L.P., a Delaware limited partnership (together with its successors and assigns, the “Lender”).
ContractCommon Stock Purchase • September 9th, 2013 • SWK Holdings Corp • Services-prepackaged software • Texas
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER UNITED STATES FEDERAL OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, OR OTHERWISE TRANSFERRED OR ASSIGNED FOR VALUE, DIRECTLY OR INDIRECTLY, NOR MAY THIS WARRANT OR THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT BE TRANSFERRED ON THE BOOKS OF THE COMPANY, WITHOUT REGISTRATION OF SUCH WARRANT OR SHARES OF COMMON STOCK, AS APPLICABLE, UNDER ALL APPLICABLE UNITED STATES FEDERAL OR STATE SECURITIES LAWS OR COMPLIANCE WITH AN APPLICABLE EXEMPTION THEREFROM, SUCH COMPLIANCE, AT THE OPTION OF THE COMPANY, TO BE EVIDENCED BY AN OPINION OF STOCKHOLDER’S COUNSEL, IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT NO VIOLATION OF SUCH REGISTRATION PROVISIONS WOULD REASONABLY BE EXPECTED TO RESULT FROM ANY PROPOSED TRANSFER OR ASSIGNMENT.
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • September 9th, 2013 • SWK Holdings Corp • Services-prepackaged software • Texas
THIS PLEDGE AND SECURITY AGREEMENT (as it may be amended, restated, supplemented or modified from time to time, this “Security Agreement”) is entered into as of September 6, 2013, by SWK Holdings Corporation, a Delaware corporation (“SWK Holdings”), SWK Funding LLC, a Delaware limited liability company (“SWK Funding”), SWK Advisors LLC, a Delaware limited liability company (“SWK Advisors”), SWK HP Holdings GP LLC, a Delaware limited liability company (“SWK HP GP”, and together with SWK Holdings, SWK Funding, and SWK Advisors, “Initial Grantors” and together with any additional grantors, whether now existing or hereafter formed, that become parties to this Security Agreement by executing a Supplement hereto, “Grantors” and each individually, a “Grantor”), and Double Black Diamond, L.P., a Delaware limited partnership (“Secured Party”).
