CERTIFICATE OF EXCHANGE. 1. The Owner owns and proposes to exchange the following: [CHECK ONE OF (a) OR (b)]
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 o...
CERTIFICATE OF EXCHANGE. The Certificate of Exchange shall have been filed with the New York Department of State pursuant to Section913(d) of the BCL.
CERTIFICATE OF EXCHANGE. To Euronet Worldwide Rights Exchange Trust (the "Trust"): The undersigned hereby requests distribution of [__________] shares of common stock, par value $.01 per share (the "Common Shares"), of Euronet Worldwide, Inc. (the "Company"), distributable to the undersigned pursuant to the exchange declared on [__________] (the "Exchange") pursuant to the terms of the Rights Agreement between the Company and Computershare Trust Company, N.A., as rights agent (the "Rights Agreement"). The undersigned further requests that certificates representing such Common 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 [__________] 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 [__________], 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 Date: Exhibit D to Trust Agreement IRREVOCABLE PROXY The undersigned, acting solely in its capacity as trustee of the Euronet Worldwide Rights Exchange Trust (the "Trust"), which holds shares of common stock of Euronet Worldwide, 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 ...
CERTIFICATE OF EXCHANGE. To DST Rights Exchange Trust (the “Trust”): The undersigned hereby requests distribution of [ ] shares of common stock, par value $.0001 per share (the “Common Stock”), of DST Systems, Inc. (the “Company”), distributable to the undersigned pursuant to the exchange declared on [ ] (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 holder of record of that number of shares indicated above as of the Close of Business (as defined in the Rights Agreement) on [ ] 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 [ ], 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) (d) shall cease to be a Beneficiary of the Trust upon distribution of the shares identified herein. Signature Date: Exhibit C to Trust Agreement
