EXHIBIT 10.09


March 1, 2017


 


Winston Black


Chief Executive Officer


SWK Holdings Corporation


14755 Preston Rd, Suite 105


Dallas, TX 75254


 


Dear Winston:


 


The purpose of this letter is to confirm the
understanding of Pine Hill Group and New Jersey limited liability company (“Consultant”) of Consultant’s engagement
to provide certain financial consulting services to SWK Holdings Corporation, a Delaware corporation (the “Company”).


 


SCOPE OF SERVICES 


The Scope of Services (“Services”)
includes providing the services of Charles as the Company’s principal financial officer (as defined in the Securities Exchange
Act of 1934, as amended (the “Exchange Act”). The Services to be provided by Consultant and Mr. Jacobson, which include
all functions generally associated with the position of chief financial officer (“CFO”) including, but not limited
to the following:


		a.	Oversight of the Company’s accounting and finance organization;
Preparation and review of the Company’s filings under the Exchange Act, including the quarterly and annual reports on Form
10-Q and Form 10-K, respectively, and the current reports on Form 8-K (collectively, the “Periodic Reports”), signing
of the quarterly and annual reports, and providing the certifications required by Rule 13a-14 of the Exchange Act;



		b.	Oversight of the preparation of and review of the quarterly and annual
financial statements and other financial information;



		c.	Oversight and review of the Company’s period end closing documents
that support the information presented in the financial statement and Periodic Reports;



		d.	Assistance in the completion of the annual audit and quarterly reviews
of the Company’s financial statements;



		e.	Completion of any checklists or certifications required by (i) the
Company’s auditors, including the Generally Accepted Accounting Principles (“GAAP”) Checklist, the SEC Checklist
and management representation letters;(ii) the administrators of the Company’s outstanding warrants and equity compensation
plans; and (iii) any lenders;



		f.	Assistance in complying with Section 404 of the Sarbanes-Oxley Act
of 2002 and related rules and regulations (“SOX”);



		g.	Assistance as the Company considers necessary with any comments or
issues that are raised by the Company’s auditors;



		h.	Assistance as the Company considers necessary with respect to any
comment letters received by the Securities and Exchange Commission;




    

     

    
		i.	Meeting with members of management, the Board of Directors and the
Audit Committee upon request, including attendance at all meetings of the Audit Committee;



		j.	Other projects, task or assignments as directed by the Company’s
management.



PROFESSIONAL FEES


Our fees for the services outlined in
the Scope of Services will be billed monthly per the following schedule:


Work performed during the quarter ended March 31: $50,000
– ($16,667 per month)

Work performed during the quarter ended June 30: $30,000 – ($10,000 per month)

Work performed during the quarter ended September 30: $30,000 – ($10,000 per month)

Work performed during the quarter ended December 31: $30,000 – ($10,000 per month)


Our fees are based on our review of
the requested services and our current understanding of the Company’s anticipated business. If it appears that the estimated
fees will be exceeded, we will bring this to your attention prior to incurring any additional fees and mutually agree on a revised
scope budget, and associated incremental billings. Any incremental efforts and fees will be agreed upon in writing prior to the
commencement of any additional work.


We will also bill the Company for reasonable
out-of-pocket expenses. Our fees and out-of-pocket expenses will be billed on a monthly basis. Invoices rendered are due and payable
upon receipt unless otherwise stated.


This engagement letter pertains only
to those items referenced in the Scope of Services. Any additional services that may be requested by the Company and we agree to
provide will be the subject of separate arrangements.


We reserve the right to cease further work and performance
in the event of non-payment by the Company.


DISCLOSURE OF CONFIDENTIAL INFORMATION


We will not disclose to any non-party
to this agreement any confidential information, which comes into the possession of Consultant or any of its members, partners,
principals, employees, agents or representatives (collectively, “Affiliates”), directly or indirectly arising out of
the execution of this agreement and the provision of the Services. "Confidential Information" means any information that
relates to the Company’s business model and value propositions, service offerings, execution strategies, financial requirements,
competition, staffing, governance and corporate structure, trade secrets, or business affairs, or customer lists, but does not
include:


 


		a.	Information, which on the date hereof or thereafter becomes generally available to the public other
than as a result of a disclosure, directly or indirectly, by the Consultant or its Affiliates.



		b.	Information which is disclosed by the Consultant with the prior written consent of the Company;
and




		c.	Information which was received by the Consultant from a third party who did not acquire it in violation of a confidentiality agreement
with the Company or its employees or agents, or from a third party who was not otherwise prohibited from transmitting the information
to the Consultant by a contractual, legal, or fiduciary obligation of confidence to the Company.


 






    

     

    

In addition, we will not use or disclose
any Confidential Information acquired during any previous consulting engagements or from previous employers without written permission
from the company or employer.


Consultant agrees to disclose the Confidential
Information only to those of its Affiliates who need to know such Confidential Information for the exclusive purpose of performing
the Services. Consultant agrees (i) to inform all of its respective Affiliates who receive Confidential Information of the confidential
nature of such Confidential Information and to direct all such Affiliates to treat such Confidential Information confidentially
in accordance with this Agreement and not to use it other than for the purposes described above, (ii) to be responsible in any
event for any breach of this Agreement by any of its Affiliates, and (iii) to make all reasonable, necessary, and appropriate efforts
to safeguard such Confidential Information from disclosure to any person or entity other than as permitted hereby.


In the event that Consultant or any of
its Affiliates is requested under the terms of a subpoena or order issued by a court or by a governmental body to disclose any
of the Confidential Information, the Consultant will promptly notify the Company so that it may seek a protective order or other
appropriate remedy or waive compliance with this Agreement. If such protective order or other remedy is not obtained or the Company
waives compliance with this Agreement and disclosure of any of the Confidential Information is legally required, the Consultant
will furnish only that portion of such Confidential Information that is legally required and will exercise its best efforts to
obtain a protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information
furnished.


 


INDEMNIFICATION


The Company will indemnify and hold
the Consultant and its present and former members, partners, principals, directors, employees and agents harmless from any liability,
damages (including without limitation, direct, incidental and consequential) fees, expenses and costs (including defense costs)
associated with any third-party claim arising from or relating to (i) the Company’s misrepresentations or (ii) false or incomplete
information provided by any of the Company’s personnel or agents to the Consultant in the performance of its Services. In
the case of indemnification against third-party claims, the party seeking indemnity will give prompt notice of such claim to the
Company. The Company shall control the defense of the case with counsel of its choosing that is reasonably satisfactory to the
indemnified party. The indemnified party will reasonably cooperate with the defense. So long as the Company assumes the defense,
the Company will not be responsible for the fees and expenses of any separate counsel retained by the indemnified party. The Company
is not required to indemnify in respect of settlements effected without the Company’s prior written consent. The Company
may not settle a case without the consent of the indemnified party, such consent not to be unreasonably withheld.


With respect to the Services, the Company
agrees that, with respect to any action brought by the Company, the liability of the Consultant and its present, future and former
members, partners, principals and employees for any claim, including but not limited to, Consultant’s negligence, shall not
exceed the fees it receives for the portion of the work giving rise to such liability. In addition, the Company agrees that, with
respect to any action brought by the Company, the Consultant and its present, future and former members partners, principals and
employees shall not under any circumstances be liable for any special, consequential, incidental or exemplary damages or loss (nor
any lost profits, taxes, interest, tax penalties, savings or business opportunity).


The terms of this Section shall apply
regardless of the nature of any claim asserted (including, but not limited to, contract, statute, tort, strict liability or any
form of negligence, whether of the Company, Pine Hill Group or others, except for Pine Hill Group’s gross negligence or willful
misconduct) and whether or not the Consultant was advised of the possibility of the damage or loss asserted; but such terms shall
not apply to the extent finally determined to be contrary to any applicable law, including, without limitation, the federal securities
laws. Such terms shall also continue to apply after any termination of this Agreement and during any dispute between the parties.






    

     

    

The Company will include the Consultant
and Mr. Jacobson in its D&O Policy. The Consultant will also maintain its own professional liability insurance.


WARRANTY OF PERFORMANCE


Pine Hill Group warrants that it will
perform its services on a reasonable professional efforts basis. This warranty is in lieu of, and we expressly disclaim, all other
warranties, express, implied or otherwise, including without limitation any implied warranties of merchantability or fitness for
a particular purpose. We cannot and do not warrant computer hardware, software or services provided by other parties


EMPLOYEE SERVING AS CHIEF
FINANCIAL OFFICER


Consultant agrees that a material
factor in the Company’s retention of Consultant to provide the Services was the availability of Mr. Jacobson to serve as
the Company’s principal financial officers. In the event that (a) Mr. Jacobson is no longer available to serve in such capacity
or (b) a material breach by the Consultant of the terms of this Agreement, the Company at its option may (i) appoint another employee
of Consultant to fill such role or (ii) immediately terminate this Agreement.


OTHER MATTERS


Either party shall have the right in
its sole and absolute discretion to terminate this Agreement and all respective rights and obligations hereunder upon a 45 day
written notice. In the event that a written termination notice is delivered to either party, Mr. Jacobson or any other employee
of the Consultant serving as Chief Financial Officer of the Company will submit a letter of resignation to the Company within five
(5) business days.


 


This engagement letter reflects the entire
agreement between us relating to the services covered by this letter. It replaces or supersedes any previous proposals, correspondence
and understandings, whether written or oral. The agreements contained in this engagement letter shall survive the completion and
termination of this engagement for a period of three (3) years.


 


If there are any questions, please contact
us. If the Services outlined herein are in accordance with your requirements and if the above terms are acceptable, please have
one copy of this letter signed in the space provided below and return it to me.


 


Sincerely,


 





 


Charles Jacobson


Pine Hill Group


The services and terms as set forth in this engagement
letter are agreed to.


 



    

     

    


 





Pine Hill Group


 


	By:  	 	 
	 	/s/ Charles Jacobson	 
	 	Charles Jacobson	 
	 	 	 


 


SWK Holdings Corporation


 


	By:  	 	 
	 	/s/ Winston Black	 
	 	Winston Black