SWK Holdings Corp

The Board has adopted a Code of Ethics and Conduct applicable to all directors, officers and employees of the Company, as required by applicable securities laws and the rules of the SEC. A copy of the Code of Ethics and Conduct is posted in the Corporate Governance section of our Internet website at www.swkhold.com. We intend to disclose any amendments to our Code of Ethics and Conduct, or waivers of its requirements, on our website to the extent required by the applicable rules and exchange requirements.

Compensation of Directors

The Company maintains a Director Compensation Policy to provide non-employee directors with the following: (i) annual cash consideration for service as a non-employee director of $55,000, (ii) an additional $40,000 per year in cash fees, paid to the non-executive chair of the Board, (iii) additional cash consideration of $15,000, $10,000 and $10,000 for the chairs of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee, respectively, (iv) additional cash consideration of $8,000, $6,000 and $6,000 for service as a member of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee, respectively and (v) an equity award with an aggregate fair market value of $55,000 granted quarterly. The Director Compensation Policy provides that each non-employee director may elect to receive his or her cash consideration in the form of fully vested shares of common stock of the Company. Upon the completion of this Annual Meeting, the director equity award will be granted on an annual basis rather than quarterly.

We reimburse our directors for reasonable travel and other reasonable expenses incurred in connection with attending the meetings of the Board. The Company is also party to indemnification agreements with each of its directors.