Exhibit 10.1



EXECUTIVE EMPLOYMENT AGREEMENT


This EXECUTIVE EMPLOYMENT
AGREEMENT (this “Agreement”), dated January 2, 2023, is by and between SWK Holdings Corporation, a Delaware corporation
(the “Company”), and Jody Staggs (“Executive”) (the Company and Executive collectively referred
to as the “Parties” or individually referred to as a “Party”).


WHEREAS, Executive is currently
employed as the President and Interim Chief Executive Officer of the Company; and


WHEREAS, the Company desires
to assure itself of the continued services of Executive, and Executive desires to continue to provide services to the Company pursuant
to the terms and conditions of this Agreement, which shall supersede all prior commitments and agreements between Executive and the Company
with respect to Executive’s employment with the Company (including, without limitation, that certain letter agreement between the
Company and Executive dated September 16, 2022 (the “Letter Agreement”)).


NOW, THEREFORE, IT IS HEREBY
AGREED AS FOLLOWS:


1.                 
Term; Employment and Duties.


(a)              
Term. The term of this Agreement commences on January 1, 2023 and continues until the date of Executive’s termination
of employment, unless this Agreement is terminated or amended prior thereto (the “Term”).


(b)              
Position and Duties. Subject to the terms and conditions hereof, Executive shall serve as the President and Chief Executive
Officer of the Company, reporting to the Board of Directors of the Company (the “Board”). Executive shall have such
duties and responsibilities commensurate with Executive’s role and as may be assigned to Executive from time to time by the Board.
Executive’s principal place of employment shall be Dallas, Texas, subject to travel in the performance of Executive’s duties
and the business of the Company.


(c)              
Exclusive Services. For so long as Executive is employed by the Company, Executive shall devote Executive’s full business
working time, attention and efforts to Executive’s duties to the Company, shall faithfully serve the Company, shall in all respects
conform to and comply with the lawful and good faith directions and instructions given to Executive by the Board and shall use Executive’s
best efforts to promote and serve the interests of the Company. Further, Executive shall not, while employed by the Company, directly
or indirectly, render services to any other person or organization without the prior written consent of the Board or otherwise engage
in activities that would interfere with the faithful performance of Executive’s duties to the Company. Notwithstanding the foregoing,
Executive may (i) serve on corporate, civic or charitable boards, provided that Executive receives the prior written consent
of the Board to serve on such boards, and (ii) manage personal investments and engage in charitable activities, provided that
each of the foregoing activities do not contravene the first sentence of this Section 1(c).






    	 



     


    

2.                 
Compensation and Other Benefits. Subject to the provisions of this Agreement and the approval of the Compensation
Committee of the Board (the “Committee”), during the Term, the Company shall pay and provide the following compensation
and other benefits to Executive as compensation for services rendered hereunder:


(a)              
Base Salary. The Company shall pay to Executive a base salary at the annual rate of $400,000 (as adjusted from time to time,
the “Base Salary”), payable in accordance with the Company’s ordinary payroll practices as established from time
to time. The Base Salary will be reviewed on an annual basis by the Committee and may be adjusted from time to time by the Committee.


(b)              
Annual Bonus. For each fiscal year ending during the Term, Executive shall be eligible for an annual bonus (the “Annual
Bonus”) with a target opportunity of 175% of Executive’s Base Salary (the “Target Bonus”). The actual
bonus payable to Executive, if any, with respect to any year may be more or less than the Target Bonus and will be determined by the Committee,
in its sole discretion, based on the achievement of corporate and/or personal objectives established by the Committee. Except
as otherwise provided herein or determined by the Committee, payment of any otherwise earned Annual Bonus will be conditioned on Executive’s
continued service through the date that annual bonuses are paid to the Company’s executive officers generally with respect to the
applicable year.


(c)              
Annual Equity Award. Executive will be eligible for annual equity incentive awards in such form, in such amounts and on
such terms (including vesting and payment terms and performance conditions) as determined by the Committee, in its sole discretion; provided,
however, that Executive’s 2023 annual equity award will have a grant date fair value (as determined for financial accounting
purposes) of approximately $600,000.


(d)              
Benefit Plans. During the Term, Executive shall be entitled to participate in the employee benefit plans and programs maintained
by the Company for similarly situated employees of the Company, in accordance with and subject to the terms of those plans and programs,
as may be amended from time to time.


(e)              
Expenses. The Company shall reimburse Executive for reasonable travel and other business-related expenses incurred by Executive
in the fulfillment of Executive’s duties to the Company upon presentation of written documentation thereof, in accordance with the
business expense reimbursement policies and procedures of the Company as in effect from time to time.


3.                 
Termination of Employment.


(a)              
Termination for Any or No Reason. Executive’s employment with the Company shall at all times be on an “at-will”
basis and nothing in this Agreement shall provide Executive the right to employment for any specified period. The Company and Executive
shall each have the right to terminate Executive’s employment at any time for any reason or for no reason. If Executive’s
employment with the Company ceases for any reason, Executive will receive (i) Executive’s Base Salary earned but unpaid through
and including the date of termination; and (ii) any other amounts or benefits payable under the terms of benefit plans of the Company,
other than severance plans (collectively, the “Accrued Amounts”).






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(b)              
Termination without Cause; Resignation for Good Reason. If Executive’s employment with the Company is terminated by
the Company without Cause (as defined below) or by Executive for Good Reason (as defined below), then subject to timely execution and
non-revocation of a general release of claims and compliance with Section 4 (as described further below), in addition to the Accrued Amounts
and in lieu of any severance benefits otherwise payable under any plan or policy of the Company or any of its subsidiaries or affiliates
(the “Company Group”):


		(i)	Executive shall be entitled to continued payment of his Base Salary for a period of 12 months (or 18 months,
if such termination occurs within one year following a “Change in Control” (as defined below)) immediately following
the date of his termination of employment, payable in accordance with the Company’s ordinary payroll practices as established from
time to time;



		(ii)	if Executive timely elects coverage under the Consolidated Budget Reconciliation Act of 1985, as amended
(“COBRA”), the Company will waive or reimburse the applicable premium for COBRA continuation coverage for Executive
and his covered family members until the earliest of (x) the first anniversary of such termination of employment (or the date that is
18 months following such termination of employment, if such termination occurs within one year following a Change in Control), (y) the
date Executive becomes eligible for health insurance under the health plan of another employer, or (z) the date Executive is no longer
eligible for COBRA. The Company may impute income to Executive in connection with such COBRA subsidy to the extent the Company deems appropriate
to mitigate the risk of penalties and/or taxes to Executive or the Company, or to otherwise comply with applicable law.



		(iii)	to the extent then unpaid, Executive will receive any Annual Bonus otherwise earned by him in accordance
with the terms of the applicable bonus plan with respect to the fiscal year ended immediately prior to the cessation of Executive’s
employment (the “Prior Year Bonus”); and



		(iv)	Executive will receive a pro rata portion of the Annual Bonus for the fiscal year in which Executive’s
termination of employment occurs based on actual results for such year (determined by multiplying the amount of the Annual Bonus that
would have otherwise been payable to Executive for such year in accordance with the terms of the applicable bonus plan (but for his termination)
by a fraction, the numerator of which is the number of days during the fiscal year of termination that Executive is employed by the Company
and the denominator of which is the total number of days in such fiscal year)(a “Pro Rata Bonus”).



Unless more generous treatment
is approved by the Board or Committee, Executive’s outstanding equity awards will be treated in accordance with the applicable equity
plan and award agreements.






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(c)              
Termination due to Death or Disability. Executive’s employment with the Company will automatically terminate upon
Executive’s death and may be terminated by the Company upon Executive’s Disability (as defined below). If Executive’s
employment with the Company is terminated by reason of Executive’s death or Disability, and subject to timely execution and non-revocation
of general release of claims and compliance with Section 4 (as described further below), then in lieu of any severance benefits otherwise
payable under any Company Group plan or policy and in addition to the Accrued Amounts: (i) if applicable, Executive will receive the Prior
Year Bonus; and (ii) Executive will receive a Pro Rata Bonus. Unless more generous treatment is approved by the Board or Committee, Executive’s
outstanding equity awards will be treated in accordance with the applicable equity plan and award agreements.


(d)              
Termination for Cause; Resignation. If Executive’s employment with the Company is terminated by the Company for Cause
or as a result of Executive’s resignation for any reason (other than for Good Reason): (i) Executive shall be entitled to payment
of the Accrued Amounts, payable in accordance with Company policies and practices; (ii) Executive’s outstanding equity awards will
be treated in accordance with the applicable equity plan and award agreements; and (iii) Executive shall have no further right to receive
any other compensation or benefits from the Company or any member of the Company Group.


(e)              
Execution and Delivery of General Release; Compliance with Covenants. The Company shall not be required to make the payments
and provide the benefits provided for under Sections 3(b) or 3(c) unless Executive (or Executive’s estate in the case of death)
executes and delivers to the Company a general waiver and release of claims in a form determined by the Company and such release becomes
effective and irrevocable in its entirety within 60 days following the Executive’s termination date. Failure or refusal to sign
(or timely sign) the general release (or revocation of the general release) shall result in the forfeiture of the payments and benefits
(other than the Accrued Amounts). Additionally, the Company’s obligation to make any
payments or provide benefits pursuant to Section 3(b) or (c) (other than the Accrued Amounts)
shall be subject to
Executive’s continued compliance with all restrictive covenants Executive is subject to, including those set forth in Section
4. Any Prior Year Bonus payable under Section 3(b)(iii) or 3(c)(i) will be paid on the later of the sixty-fifth (65th)
day following Executive’s cessation of employment (the “Settlement Date”) or the date such bonus would have otherwise
been paid, absent Executive’s cessation of employment. Any Pro Rata Bonus payable under Section 3(b)(iv) or 3(c)(ii) will be paid
on the later of the Settlement Date or the date such bonus would have otherwise been paid (absent Executive’s cessation of employment),
but not later than 21⁄2 months following the end of the year to which such bonus relates. Any payments and benefits due under Sections
3(b)(i) and (ii) will commence to be paid or provided on the Settlement Date, provided that the initial payment will include any
amounts that, but for the above-described timing rule, would have otherwise been paid since the date of Executive’s cessation of
employment.


(f)               
Notice of Termination. Any termination of Executive’s employment by the Company or by Executive shall be communicated
by a written notice of termination to the other Party given in accordance with Section 19. Such notice shall specify the date of termination,
and, in the event of a resignation by Executive, such date shall not be less than 60 days after the giving of such notice to the
Company. Notwithstanding the foregoing, if Executive gives notice of termination to the Company, the Company may unilaterally accelerate
the date of termination and such acceleration shall not constitute a termination by the Company for purposes of this Agreement.






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(g)              
Resignation from Positions. Unless otherwise requested by the Board, the cessation
of Executive’s employment for any reason shall constitute and be deemed as Executive’s resignation from (i) all director,
officer or employee positions Executive has with the Company Group, and (ii) all fiduciary positions (including as a trustee) Executive
may hold with respect to any employee benefit plans or trusts established by the Company Group, without any further actions required by
the Parties. Executive agrees to execute such documents as may be requested by the Company to confirm such resignation.


(h)              
Cause. For purposes of this Agreement, “Cause” shall mean the termination of Executive’s employment
due to: (i) Executive’s indictment for, or entry of a plea of guilty or no contest or nolo contendere to, any felony (other than
a traffic violation) under any state, federal or foreign law or any other crime involving moral turpitude; (ii) Executive’s commission
of an act of fraud, embezzlement, misappropriation of funds, misrepresentation, malfeasance, breach of fiduciary duty or other willful
and material act of misconduct; (iii) Executive’s gross negligence with respect to any member of the Company Group; (iv) Executive’s
conduct that results in or is reasonably likely to result in harm to the reputation or business of any member of the Company Group or
breach of any material Company policy; (v) Executive’s willful failure to substantially perform Executive’s material job functions
for the Company or to carry out or comply with a lawful and reasonable directive of the Board; (vi) Executive’s unlawful use (including
being under the influence) or possession of illegal drugs on the premises of any member of the Company Group or while performing Executive’s
duties and responsibilities for the Company; or (vii) Executive’s breach of this Agreement or any other material breach of a written
agreement between Executive and any member of the Company Group; provided, however, that no event, condition, conduct or
action described in clauses (v) or (vii) shall constitute Cause unless (x) the Company gives Executive written notice of termination of
employment for Cause and the grounds for such termination and (y) such grounds for termination are not corrected by Executive within 10
days of Executive’s receipt of such notice; provided, further, that with respect to any event, condition, conduct
or action by Executive described in clauses (v) or (vii), which is substantially similar to prior events, conditions, conduct or actions
by Executive and which the Company has previously notified Executive it believes constitutes Cause and which Executive was given the opportunity
to cure, Executive shall not be provided with the opportunity to cure such event, condition, conduct or action. For the avoidance of doubt,
other than clauses (v) and (vii), Executive shall not have an opportunity to cure conduct described in this Cause definition.


(i)                
Good Reason. For purposes of this Agreement, “Good Reason” shall mean, without Executive’s written consent:
(i) relocation of Executive’s principal place of employment with the Company to a location greater than 50 miles from Executive’s
principal place of employment immediately prior to such relocation; (ii) a material diminution in the authority, duties or responsibilities
of Executive; (iii) the Company’s material breach of this Agreement; or (iv) a decrease in Executive’s Base Salary (other
than in connection with either (x) Company-wide reductions in compensation or (y) reductions in compensation impacting similarly
situated employees of the Company) or Target Bonus. Notwithstanding the foregoing, Executive may not resign Executive’s employment
for Good Reason unless (A) within 30 days following the initial occurrence of the event constituting Good Reason, Executive has provided
the Company with prior written notice of Executive’s intent to resign for Good Reason and has set forth in reasonable detail the
conduct that constitutes Good Reason and the specific provisions of this Agreement on which Executive relies; (B) the Company does not
cure the conduct that constitutes Good Reason within 30 days after receipt of such notice; and (C) Executive actually terminates
Executive’s employment within 30 days after the expiration of the remedy period without remedy by the Company of the conduct that
constitutes Good Reason.






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(j)                
Disability. For purposes of this Agreement, “Disability” means a condition entitling Executive to benefits
under any Company Group long term disability plan, policy or arrangement; provided, however, that if Executive is not covered under
a Company Group long term disability plan, policy or arrangement, “Disability” will mean a total
and permanent disability as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the “Code”).
For avoidance of doubt, termination as a result of a Disability will not be construed as a termination by the Company “without Cause.”


(k)              
Change in Control. For purposes of this Agreement, “Change in Control” means the occurrence, after January
1, 2023, of: (i) a change in the ownership of the Company, within the meaning of Treas. Reg. § 1.409A-3(i)(5)(v), or (ii) a change
in the ownership of a substantial portion of the Company’s assets, within the meaning of Treas. Reg. § 1.409A-3(i)(5)(vii).


4.                 
Covenants of Executive.


(a)              
Confidential Information. During Executive’s employment, the Company will continue to provide Executive with access
to Confidential Information (as defined below). Executive acknowledges that Confidential Information is the sole and exclusive property
of the Company Group. Executive acknowledges and agrees that Executive occupies a position of trust and confidence with respect to the
Company Group’s affairs and business and the Confidential Information. Executive acknowledges and agrees that the interests afforded
protection by this Agreement are the Company Group’s legitimate business interests, deserving of legal protection. Executive agrees
to take the following steps to preserve the confidential and proprietary nature of the Confidential Information: (i) during and after
Executive’s employment with the Company Group, Executive will not use, or permit others to use, misappropriate or disclose any Confidential
Information, directly or indirectly, to any other person, or use Confidential Information in any way without the prior written consent
of an authorized executive officer of the Company (other than Executive); provided that Executive may use the Confidential Information
only for the Company’s benefit and only in the course of Executive’s employment with the Company; Executive further agrees
that the Confidential Information includes information or material received by the Company Group from other parties with the intention
that it be kept in confidence by its recipients; (ii) Executive shall use Executive’s best efforts and take all reasonable
precautions to prevent inadvertent or accidental disclosure of Confidential Information to any third party, and Executive represents and
warrants that Executive has not disclosed and shall not disclose to the Company any trade secrets or other confidential or proprietary
information that may not lawfully be so disclosed by Executive, by virtue of the ownership of the same by another person or entity or
otherwise; (iii) Executive acknowledges and agrees that all Confidential Information, whether prepared by Executive (either alone or in
cooperation with others) or otherwise coming into Executive’s possession, shall remain the exclusive property of the Company, and
Executive will not remove any Confidential Information from the Company’s premises except for use in the Company’s business.
Notwithstanding the foregoing, Confidential Information of the Company may be disclosed where required by law or order of a court of competent
jurisdiction; provided that, Executive first gives to the Company reasonable prior written notice of such disclosure and affords
the Company, to the extent reasonably practicable, the reasonable opportunity for the Company to obtain protective or similar orders,
where available. In the event that such protective order or other remedy is not obtained, or if the Company waives compliance with the
terms hereof, Executive shall disclose only that portion of the Confidential Information which, based on the advice of Executive’s
legal counsel, is legally required to be disclosed and shall exercise reasonable efforts to provide that the receiving person shall agree
to treat such Confidential Information as confidential to the extent possible (and permitted under applicable law) in respect of the applicable
proceeding or process, and the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof.
Executive understands and acknowledges that Executive has the right under U.S. federal law to certain protections for cooperating with
or reporting legal violations to the Securities and Exchange Commission (the “SEC”) or its Office of the Whistleblower,
as well as certain other governmental entities. No provisions in this Agreement are intended to prohibit Executive from cooperating with
or reporting violations to, the SEC or any other such governmental entity, and Executive may do so without disclosure to the Company.
The Company may not retaliate against Executive for any of these activities. Further, nothing in this Agreement precludes Executive from
filing a Charge of Discrimination with the Equal Employment Opportunity Commission or a like charge or complaint with a state or local
fair employment practice agency. Furthermore, Executive acknowledges that pursuant to the Defend Trade Secrets Act of 2016, Executive
may not be held liable under any criminal or civil federal or state trade secret law for disclosure of a trade secret (x) made in confidence
to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected
violation of law, (y) made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal
or (z) made to Executive’s attorney or used in a court proceeding in an anti-retaliation lawsuit based on the reporting of a suspected
violation of law, so long as any document containing the trade secret is filed under seal and Executive does not disclose the trade secret
except pursuant to court order.






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(b)              
Assignment of Intellectual Property Rights. In consideration of the Company’s agreement to employ Executive pursuant
to this Agreement and the receipt by Executive of Confidential Information, Executive agrees to, and does hereby, assign to the Company
all of Executive’s right, title and interest in all Intellectual Property (as defined below) that Executive makes or conceives,
whether as a sole inventor or as a joint inventor, whether made within or outside working hours or upon the premises of the Company or
elsewhere, within the scope of and during Executive’s employment with the Company or that incorporates, utilizes or reflects any
Confidential Information, intellectual property or other supplies, equipment or property of the Company Group, without further compensation,
including all rights or benefits therefor, including without limitation the right to sue and recover for past and future infringement.
This assignment shall not apply to Intellectual Property that Executive has an obligation to assign to a former employer.


(c)              
Non-Competition. Executive agrees that during Executive’s employment with the Company Group and for a one-year period
immediately following Executive’s termination of employment with the Company Group (the “Restricted Period”),
Executive shall not, without the prior written consent of the Company, directly or indirectly, and whether as principal or investor or
as an employee, officer, director, manager, partner, consultant, agent or otherwise, alone or in association with any other person, firm,
corporation or other business organization, provide any labor, work, services or assistance to any business (i) engaged in providing financing
to life science companies, institutions and inventors, or (ii) otherwise competitive with the actual or anticipated business of the Company
Group; provided, however, that nothing herein shall limit Executive’s right to own not more than 2% of any of the
debt or equity securities of any business organization.






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(d)              
Non-Solicitation. Executive agrees that, during the Restricted Period, Executive shall not, directly or indirectly, other
than in connection with the proper performance of Executive’s duties in Executive’s capacity as an employee of the Company:
(i) solicit or induce, or attempt to solicit or induce, or assist any third party to solicit or induce, directly or indirectly, any
employee of the Company Group to leave the employ of the Company Group; (ii) hire any current or former employee of the Company Group
or assist in the hiring of any such employee by any person, association or entity not affiliated with the Company Group; or (iii) induce,
solicit or encourage any customer or potential customer of the Company Group to cease doing business with the Company Group (or decrease
the amount of business it does or otherwise alter its relationship with the Company Group) or do business with Executive (unless for the
benefit of a member of the Company Group) or any business competitive with the Company Group. For purposes of this Agreement, a “potential
customer or client” is any person or entity with whom any member of the Company Group is, at the time of Executive’s termination
of employment, or was, during the one-year period immediately preceding such termination, engaged in discussions regarding one or more
possible transactions with the Company Group. Executive shall not be prohibited from advertising to the general public any employment
opportunities or requests for consultancy services (which advertisements are not targeted at employees or independent contractors of the
Company Group).


(e)              
Non-Disparagement. Executive agrees that during and after Executive’s employment with the Company, Executive will
not make any negative comments or otherwise disparage any member of the Company Group or any of their officers, boards or individual directors,
employees, shareholders or agents, or otherwise take any action that could be reasonably expected to harm the reputation of such persons.


(f)               
Cooperation. Executive shall cooperate with the Company and its directors, officers, attorneys and experts in connection
with matters relating to Executive’s service to the Company, including the transition of Executive’s duties and responsibilities
to any successor and in connection with any action, proceeding, investigation or litigation involving the Company, including any such
action, proceeding, investigation or litigation in which Executive is called to testify. Executive will render such cooperation in a timely
manner on reasonable notice from the Company, so long as the Company, following Executive’s termination of employment, exercises
commercially reasonable efforts to schedule and limit its need for Executive’s cooperation under this paragraph so as not to interfere
with Executive’s other personal and professional commitments.


(g)              
Return of Property. Executive will return to the Company all Confidential Information and confidential materials, and all
copies thereof, whether written in a fixed media or otherwise relating to the businesses of any member of the Company Group, any Company
Group member’s customers and clients or any prospective customers and clients, including, among other things, any hardware loaned
to Executive by the Company, at any time upon the Company’s request. Additionally, without such request, within five days following
Executive’s termination of employment for any reason or no reason, Executive (or in the event of death or Disability, Executive’s
personal representatives) shall return to the Company all Confidential Information and confidential materials, and any and all copies
thereof, whether prepared by them or otherwise coming into Executive’s possession, whether written in a fixed media or otherwise
relating to the businesses of any member of the Company Group, any Company Group member’s customers and clients or any prospective
customers and clients, including, among other things, any hardware loaned to Executive by the Company. Executive agrees not to retain
any copies of any Confidential Information or confidential materials after termination of employment for any reason whatsoever. If any
Confidential Information is stored or maintained by Executive on a computer hard drive or other electronic storage device at the time
of termination, then Executive agrees to copy all files containing such Confidential Information onto a medium that can be given to the
Company and to irretrievably delete and overwrite such files from Executive’s devices so that they cannot be recovered. Executive
further consents that the Company, at its expense, may engage a computer forensics investigator to inspect any computer hard drives or
electronic storage devices in Executive’s possession, custody or control to determine Executive’s compliance with the provisions
of this Section 4. Anything to the contrary notwithstanding, Executive shall be entitled to retain (A) personal papers and other
materials of a personal nature; provided, that such papers or materials do not include Confidential Information, (B) information
showing Executive’s compensation or relating to reimbursement of expenses, and (C) copies of notices and agreements with the Company
relating to Executive’s employment, or termination thereof, that Executive received in Executive’s personal capacity as a
party to such notices or agreements.






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(h)              
For purposes of this Agreement, “Confidential Information” shall mean confidential information, nonpublic and
proprietary information of the Company Group and its equityholders, which includes, but is not limited to, the following: (i) all information
relating to intellectual property, software, hardware and products, whether owned or licensed by any member of the Company Group, and
intellectual property, hardware and software in various stages of research and development, in each case, which are not generally known
to the public or within the industry in which any member of the Company Group competes (in each case, including, without limitation, trade
secrets, inventions, know-how, work product, work processes, analyses, design specifications, engineering and technical data, procedures,
and techniques) and the records of such information (such as drawings, specification sheets, design notes, source code, object code, load
modules, schematics, flow charts, logic diagrams, procedural diagrams, work sheets, documentation, annotations, printouts, studies, manuals,
proposals and any other written, electronic, digital or machine readable expressions of such information); (ii) all information concerning
or relating to the way in which any member of the Company Group conducts its business that is not generally known to the public or within
the industry in which any member of the Company Group competes (such as internal business procedures, controls, plans, vendor and contractor
names and contacts and other vendor and contractor information, procedures, computer system passwords and other computer security controls,
financial information, information supplied by clients and customers of any member of the Company Group and employee data) and the records
of such information (such as check lists, samples, services and operational manuals, contracts, proposals, print-outs, correspondence,
forms, listings, ledgers, financial statements, financial reports, financial and operational analyses, financial and operational studies,
management reports of every kind, databases, employment records pertaining to employees other than Executive, and any other written, electronic,
digital or machine-readable expressions of such information); (iii) all information that is not generally known to the public or within
the industry in which any member of the Company Group competes, pertaining to any member of the Company Group’s marketing and business
plans and strategies; forecasts and projections; marketing practices, procedures and policies; financial data; discounts; margins; costs;
credit terms; pricing practices, procedures, formulas and policies; goals and objectives; quoting practices, procedures and policies;
and customer data, including customer lists, contracts, representatives’ requirements and needs, specifications, data provided by
or about prospective existing or past customers and contract terms applicable to such customers, and the records of such information (such
as agreements, customer lists, printouts, databases, marketing plans, marketing reports, strategic business plans, marketing analyses
and management reports, listings of potential customers and leads, brokers and their contact information, and any other written, electronic,
digital or machine-readable expressions of such information); and (iv) in addition to the foregoing, any information relating to any member
of the Company Group’s business that is not generally known to the public or within the industry in which any member of the Company
Group competes which gives the Company Group any advantage over its competitors, and the records of such information in any tangible form,
whether written, electronic, digital or machine-readable in nature, is considered Confidential Information. Information publicly available
or generally known within the industry in which any member of the Company Group competes (other than information that has become publicly
available as a result of a breach of this Agreement) is not considered Confidential Information.






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(i)                
For purposes of this Agreement, “Intellectual Property” means any and all inventions, technological innovations,
developments, concepts, improvements, designs, formulae, models, tools, know-how, discoveries, ideas, processes, patents, trademarks,
service marks, copyrights, computer software, creations, writings and other works of authorship, theses, books, lectures, illustrations,
photographs, motion pictures, improvements to all such property and all tangible embodiments thereof, whether in hard copy or electronic
format, whether or not patentable or registerable under copyright, trademark or similar laws, which relate in any manner to the actual
or anticipated business or research and development of the Company Group. Executive acknowledges that any rights in the Intellectual Property
constituting a work made for hire under the U.S. Copyright Act, 17 U.S.C. § 101 et seq. are owned upon creation by the Company or
its applicable affiliate as Executive’s employer. Executive understands and agrees that the decision whether or not to commercialize
or market any of the Intellectual Property is within the Company’s sole discretion and for the Company’s or its applicable
subsidiary’s or affiliate’s sole benefit and that no royalty will be due to Executive as a result of the Company’s or
its applicable subsidiary’s or affiliate’s efforts to commercialize or market any such Intellectual Property. Executive hereby
agrees that Executive has not entered into, and agrees not to enter into, any oral or written agreement in conflict with Executive’s
obligations in this Section 4. To the extent Executive has any moral rights or other proprietary rights in the Intellectual Property that
cannot be assigned in the manner described above, Executive unconditionally and irrevocably waives the enforcement of such proprietary
rights. Executive hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that Executive now or may
hereafter have for infringement of any proprietary rights assigned hereunder to the Company. Executive represents and warrants that Executive
has all the necessary rights to grant the Company sole ownership of the Intellectual Property, free and clear of any liens, licenses or
other third-party interests. Executive agrees not to incorporate or otherwise use any intellectual property or confidential or proprietary
information of any third party or of Executive made by Executive prior to Executive’s employment with the Company (collectively,
“Third-Party IP”), in the Intellectual Property without the prior written consent of the Company; provided,
however, that if in the course of Executive’s employment with the Company, Executive incorporates into any Intellectual Property
any Third-Party IP owned by Executive or in which Executive has an interest, Executive represents and warrants that Executive has all
necessary rights, powers and authorization to use such Third-Party IP in the manner it is used and such use will not infringe any right
of any company, entity or person and, in such a circumstance, the Company is hereby granted and shall have a nonexclusive, royalty-free,
sublicensable, transferable, irrevocable, perpetual, worldwide license to use such Third-Party IP as part of or in connection with such
Intellectual Property. During and subsequent to Executive’s employment, upon the request and at the expense of the Company or its
nominee and for no additional personal remuneration, Executive agrees to execute any instrument which the Company considers necessary
to assign to, secure for or maintain for the benefit of the Company adequate patent and other property rights in the United States and
all foreign countries with respect to any Intellectual Property. Executive also agrees to assist the Company as required to draft said
instruments and to obtain and enforce said rights. Executive hereby irrevocably designates and appoints the Company and its duly authorized
officers and agents as Executive’s agent and attorney in fact to act for and on Executive’s behalf to execute, verify and
file any such instruments and to do all other lawfully permitted acts to further the purposes of this Section 4 with the same legal force
and effect as if executed by Executive. Executive agrees to promptly disclose to the Company any Intellectual Property when conceived
or made by Executive, in whole or in part, and to make and maintain adequate and current records thereof. Executive agrees that any Intellectual
Property disclosed or filed by Executive within one year following termination of Executive’s employment for any reason shall be
considered the sole property of the Company unless otherwise agreed by the Parties, or unless and until finally determined by a court
of competent jurisdiction to have been made or conceived after the termination of Executive’s employment. Executive has no right
or license to use, publish, reproduce, prepare derivative works based upon, distribute, perform or display any Intellectual Property.
Executive has no right or license to use the Company’s trademarks, service marks, trade names, logos, symbols, brand names or other
designations of source or origin, except as expressly permitted by the Company.






    	 	10	 



     


    

(j)                
Reasonableness. Executive acknowledges that the geographic boundaries, scope of prohibited activities, and time duration
of the covenants in this Section 4 are all reasonable in nature and no broader than are necessary to protect the legitimate business interests
of the Company Group, and Executive further acknowledges that any violation of these covenants would cause substantial irreparable injury
to the Company Group.


(k)              
Blue Pencil. Notwithstanding anything herein to the contrary, if a court of competent jurisdiction shall at any time deem
the duration or the scope of any of the provisions of this Section 4 unenforceable, the other provisions of this Section 4 shall nevertheless
stand and the duration and scope set forth herein shall be deemed to be the longest period or greatest size permissible by law under the
circumstances, and the parties hereto agree that such court shall reduce the time period or scope to such permissible duration or size.


(l)                
Certain Remedies. Without intending to limit the remedies available to the Company Group, Executive agrees that a breach
of any of the covenants contained in this Section 4 may result in material and irreparable injury to the Company Group for which
there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event
of such a breach or threat thereof, any member of the Company Group shall be entitled to seek a temporary restraining order or a preliminary
or permanent injunction, or both, without bond or other security, restraining Executive from engaging in activities prohibited by the
covenants contained in this Section 4 or such other relief as may be required to specifically enforce any of the covenants contained
in this Agreement. Such injunctive relief in any court shall be available to the Company Group in lieu of, or prior to or pending determination
in, any arbitration proceeding. In addition to the remedies the Company may seek and obtain pursuant to this Section 4(l), the Restricted
Period shall be extended by any and all periods during which Executive shall be found by a court or arbitrator possessing personal jurisdiction
over Executive to have been in violation of the covenants contained in this Section 4.






    	 	11	 



     


    

5.                 
Section 409A of the Code.


(a)              
The compensation and benefits provided by this Agreement are intended to be exempt from or comply with the requirements of Section
409A of the Code, and this Agreement shall be interpreted and construed consistent with that intent.


(b)               A
termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the
payment of any amounts or benefits considered “nonqualified deferred compensation” under Section 409A of the Code upon
or following a termination of employment unless such termination is also a “separation from service” within the meaning
of Section 409A of the Code and, for purposes of any such provision of this Agreement, references to a “termination,”
“termination of employment” or like terms shall mean “separation from service.” Notwithstanding any other
provision of this Agreement, to the extent that the right to any payment (including the provision of benefits) hereunder provides
for the “deferral of compensation” within the meaning of Section 409A(d)(1) of the Code, the payment shall be paid
(or provided) in accordance with this Section 5. If Executive is a “Specified Employee”
within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of Executive’s termination, then to the extent
required by Section 409A of the Code, no payment to Executive by reason of his separation from service of any amounts or benefits
considered “nonqualified deferred compensation” under Section 409A of the Code shall be made or commence during the
period beginning on the date of Executive’s termination and ending on the date that is six months following Executive’s
termination or, if earlier, on the date of Executive’s death. The amount of any payment that would otherwise be paid to
Executive during this period shall instead be paid to Executive on the fifteenth day of the first calendar month following the end
of the period. Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separate and distinct
payment for purposes of Section 409A.


(c)              
Notwithstanding anything herein to the contrary, except to the extent any expense, reimbursement or in-kind benefit provided to
Executive does not constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code, (i) the
amount of expenses eligible for reimbursement or in-kind benefits provided to Executive during any calendar year will not affect the amount
of expenses eligible for reimbursement or in-kind benefits provided to Executive in any other calendar year, (ii) the reimbursements for
expenses for which Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar
year in which the applicable expense is incurred and (iii) any right of Executive to reimbursement for expenses or to in-kind benefits
may not be liquidated or exchanged for any other benefit.






    	 	12	 



     


    

6.                 
Section 280G. Notwithstanding any contrary provision of this Agreement (or any plan, policy, agreement or
other arrangement covering Executive), if any payment, right or benefit paid, provided or due to Executive, whether pursuant to this Agreement
or otherwise (each, a “Payment,” and collectively, the “Total Payments”), would subject Executive
to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Total Payments will be reduced
to the minimum extent necessary to avoid the imposition of the Excise Tax, but only if (i) the amount of such Total Payments, as so reduced,
is greater than or equal to (ii) the amount of such Total Payments without reduction (in each case, determined on an after-tax basis).
Any reduction of the Total Payments required by this ‎paragraph will be implemented by determining the Parachute Ratio (as defined
below) for each Payment and then by reducing the Payments in order, beginning with the Payment with the highest Parachute Ratio. For Payments
with the same Parachute Ratio, later Payments will be reduced before earlier Payments. For Payments with the same Parachute Ratio and
the same time of payment, each Payment will be reduced proportionately. For purposes of this paragraph, “Parachute Ratio”
means a fraction, (x) the numerator of which is the value of the applicable Payment, as calculated for purposes of Section 280G of the
Code, and (y) the denominator of which is the economic value of the applicable Payment.


7.                 
Company Policies. Executive agrees that he will be subject to, and comply with, all policies of the Company Group
in effect from time to time, including (without limitation) policies regarding ethics, personal conduct, stock ownership, securities trading,
clawback and hedging and pledging of securities.


8.                 
No Conflicting Agreements. Executive represents and warrants that he is not a party to or otherwise bound by any
agreement or restriction that could conflict with, or be violated by, the performance of his duties to the Company or his obligations
under this Agreement.


9.                 
Source of Payments. All payments provided under this Agreement, other than payments made pursuant to a plan which
provides otherwise, shall be paid in cash from the general funds of the Company, and no special or separate fund shall be established,
and no other segregation of assets shall be made, to assure payment. To the extent that any person acquires a right to receive payments
from the Company hereunder, such right shall be no greater than the right of an unsecured creditor of the Company.


10.             
Non-assignability; Binding Agreement. This Agreement and any and all rights, duties, obligations or interests hereunder
shall not be assignable or delegable by Executive. This Agreement shall be binding upon, and inure to the benefit of, the Parties, any
successors to or assigns of the Company and to Executive’s heirs and the personal representatives of Executive’s estate.


11.             
Withholding. All payments made or benefits provided to Executive will be subject to reduction for applicable withholding
taxes and other authorized deductions.






    	 	13	 



     


    

12.             
Amendment; Waiver. This Agreement may not be modified, amended or waived in any manner, except by an instrument in
writing signed by both parties hereto. The waiver by either party of compliance with any provision of this Agreement by the other party
shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by such party of a
provision of this Agreement.


13.             
Severability. All provisions of this Agreement are intended to be severable. In the event any provision or restriction
contained herein is held to be invalid or unenforceable in any respect, in whole or in part, such finding shall in no way affect the validity
or enforceability of any other provision of this Agreement. The Parties hereto further agree that any such invalid or unenforceable provision
shall be deemed modified so that it shall be enforced to the greatest extent permissible under law, and to the extent that any court of
competent jurisdiction determines any restriction herein to be unreasonable in any respect, such court may limit this Agreement to render
it reasonable in the light of the circumstances in which it was entered into and specifically enforce this Agreement as limited.


14.             
Governing Law; Dispute Resolution. All matters affecting this Agreement, including the validity thereof, are to be
subject to, and interpreted and construed in accordance with, the laws of the State of Texas applicable to contracts executed in and to
be performed in the State of Texas. All actions arising out of or relating to this Agreement shall be heard and determined exclusively
in any state or federal court located in Dallas, Texas (or in any appellate courts thereof) (collectively, “Specified Courts”).
Each party hereto hereby (i) submits to the exclusive jurisdiction of any Specified Court for the purpose of any action arising out of
or relating to this Agreement brought by any party hereto and (ii) irrevocably waives, and agrees not to assert by way of motion, defense
or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its
property is exempt or immune from attachment or execution, that the action is brought in an inconvenient forum, that the venue of the
action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court.


15.             
Survival of Certain Provisions. The rights and obligations set forth in this Agreement that, by their terms, extend
beyond the Term of this Agreement or the termination of Executive’s employment with the Company shall survive such Term or termination.


16.             
Entire Agreement; Supersedes Previous Agreements. This Agreement contains the entire agreement and understanding
of the Parties with respect to the matters covered herein and supersede all prior or contemporaneous negotiations, commitments, agreements
and writings with respect to the subject matter hereof, including all prior employment agreements between the Parties and any extensions
or amendments thereof (including, without limitation, the Letter Agreement); all other negotiations, commitments, agreements and writings
shall have no further force or effect, and the parties to any such other negotiation, commitment, agreement or writing shall have no further
rights or obligations thereunder.


17.             
Counterparts. This Agreement may be executed by either of the Parties in counterparts, each of which shall be deemed
to be an original, but all such counterparts shall together constitute one and the same instrument.


18.             
Headings. The headings of sections herein are included solely for convenience of reference and shall not control
the meaning or interpretation of any of the provisions of this Agreement.






    	 	14	 



     


    

19.             
Notices. All notices hereunder shall be in writing, addressed to:


To the Company at its headquarters, Attn: Chairperson of the
Board


To Executive at the address on file with the Company


All such notices shall be
conclusively deemed to be received and shall be effective (i) if sent by hand delivery, upon receipt or (ii) if sent by electronic
mail or facsimile, upon receipt by the sender of confirmation of such transmission; provided, however, that any electronic
mail or facsimile will be deemed received and effective only if followed, within the next business day, by a hard copy sent by certified
United States mail.


 


[SIGNATURE
PAGE FOLLOWS]






    	 	15	 



     


    

IN WITNESS WHEREOF, the Company
has caused this Agreement to be signed by its officer pursuant to the authority of its Board, and Executive has executed this Agreement,
on the day and year first written above.


 


SWK HOLDINGS CORPORATION


/s/ Laurie Dotter         



By: Laurie Dotter

Title: Director


 



EXECUTIVE


/s/ Jody Staggs         



Name: Jody Staggs


 


[Signature Page to Executive
Employment Agreement]