SUPPORT AGREEMENTSupport Agreement • March 17th, 2017 • Threshold Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
This SUPPORT AGREEMENT (this “Agreement”), is made as of March 16, 2017, by and between Threshold Pharmaceuticals, Inc. (“Threshold”) and the Person set forth on Schedule A hereto (the “Stockholder”).
Lock-Up Agreement March 16, 2017Lock-Up Agreement • March 17th, 2017 • Threshold Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
The undersigned (the “Stockholder”) understands that: (i) Threshold Pharmaceuticals, Inc., a Delaware corporation (“Threshold”), has entered into an Agreement and Plan of Merger and Reorganization, dated as of March ___, 2017 (the “Merger Agreement”), with Molecular Templates, Inc., a Delaware corporation (“Molecular”) and Trojan Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Threshold (“Merger Sub”), pursuant to which Merger Sub will be merged with and into Molecular (the “Merger”) and the separate corporate existence of Merger Sub will cease and Molecular will continue as the surviving corporation; (ii) in connection with the Merger, stockholders of Molecular will receive shares of Threshold Common Stock (the “Merger Shares”); and (iii) certain investors of Molecular have, pursuant to a Subscription Agreement, agreed to purchase additional shares of Threshold capital stock (the “PIPE Shares”). Capitalized terms used but not otherwise defined in this letter ag
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among THRESHOLD PHARMACEUTICALS, INC. a Delaware corporation; TROJAN MERGER SUB, INC., and MOLECULAR TEMPLATES, INC. Dated as of March 16, 2017Merger Agreement • March 17th, 2017 • Threshold Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
