Its: Chairperson

#Initial Appointment Equity Grant. On appointment to the Board, and without any further action of the Board or Compensation Committee of the Board, at the close of business on the day of such appointment, each Non-Employee Director will automatically receive an award of 330,000 restricted stock units (“RSUs”) over Common Stock (the “Appointment Grant”). The Appointment Grant shall vest in three equal annual installments, with the first installment vesting on the last day of the six-month period commencing on the grant date and each subsequent installment vesting on the last day of the six-month period commencing on the next two subsequent anniversaries of the grant date, subject to the Director’s continuous service with us on each applicable vesting date.

In addition to the Human Resources Committee, the RPAC has the right to make non-material amendments to the ERA to comply with changes in the law or to facilitate ERA administration; provided, however, that each such proposed non¬-material amendment must be discussed with the Chairperson of the Human Resources Committee in order to determine whether such change would constitute a material amendment to the ERA.

As compensation for his services hereunder, the Company shall pay to Executive during the Term:

Compensation. Subject to the approval of the Company’s Board of Directors, Advisor will be granted a nonstatutory stock option under the Company’s 2014 Equity Incentive Plan to purchase up to 142,132 shares of the Company’s Common Stock. 1/24th of the aggregate number of shares subject to such option shall vest on the corresponding day of each month after July 30th 2014 subject to Advisor continuing to be a service provider to the Company through each such date. The option will be evidenced by and subject to all of the terms of the Company’s form of stock option agreement.

Compensation. As compensation for your services to the Company,you will receive upon execution of this Agreement a compensation of $30,000 for each calendar year of service under this Agreement on a pro-rated basis,payable on a monthly basis.You shall be reimbursed for reasonable expenses incurred by you in connection with the performance of your Duties (including travel expenses for in-person meetings).

Compensation. During the Management Period, the Company shall remit to the Manager those amounts distributable pursuant to the allocation and distribution scheme in Section 3(b) above.

Compensation. In consideration for the Consulting Services rendered by the Consultant hereunder, the Company shall pay the Consultant compensation as follows;

Compensation. Monopar shall pay pRx as follows:

Compensation. The Escrow Agent shall be entitled, for the duties to be performed by it hereunder, to a fee of $2,500.00, which fee shall be paid upon execution of this Agreement by the Company. In addition, the Company shall be obligated to reimburse Escrow Agent for all fees, costs and expenses incurred or that become due in connection with this Agreement or the Escrow Account, including reasonable attorneys’ fees. Neither the modification, cancellation, termination or rescission of this Agreement nor the resignation or termination of the Escrow Agent shall affect the right of the Escrow Agent to retain the amount of any fee which has been paid, or to be reimbursed or paid any amount which has been incurred or becomes due, prior to the effective date of any such modification, cancellation, termination, resignation or rescission. To the extent the Escrow Agent has incurred any such expenses, or any such fee becomes due, prior to any disbursements hereunder, the Escrow Agent shall advise the Transaction Parties that the Escrow Agent shall retain the funds from such disbursement and shall thereafter have the right to retain such funds.