ContractWarrant Agreement • June 20th, 2023 • Molecular Templates, Inc. • Pharmaceutical preparations • New York
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, PURSUANT TO AN EXEMPTION FROM REGISTRATION, INCLUDING PURSUANT TO RULE 144 OF THE SECURITIES ACT.
CONVERTIBLE SECURED CONTINGENT VALUE RIGHT AGREEMENTConvertible Secured Contingent Value Right Agreement • June 20th, 2023 • Molecular Templates, Inc. • Pharmaceutical preparations • New York
This CONVERTIBLE SECURED CONTINGENT VALUE RIGHT AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of June 16, 2023 (the “Effective Date”) is made by and among MOLECULAR TEMPLATES OPCO, INC., a Delaware corporation (“Opco”), MOLECULAR TEMPLATES, INC., a Delaware corporation (“Parent”, and in its capacity as obligor with respect to the Contingent Value, together with Opco, and each other Person party hereto from time to time as an obligor, collectively, “Obligors” and each, an “Obligor”), and as the issuer of the Conversion Right and the Conversion Shares (in such capacity, “Issuer”), K2 HEALTHVENTURES LLC (“K2”, and as holder under this Agreement, in such capacity, together with its successors, “Holder”), and ANKURA TRUST COMPANY, LLC, as collateral trustee for Holder (in such capacity, together with its successors, “Collateral Trustee”).
