Exhibit
10.2


 


Execution
Version










SUPPORT
AGREEMENT 


 


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”).


 


WHEREAS, as
of the date hereof, the Stockholder is the holder of the number of shares of common stock, par value $0.001 per share (“Common
Stock”), of Molecular Templates, Inc., a Delaware corporation (“Molecular”), the holder
of the number of shares of Series A Preferred Stock, par value $0.001 per share (“Series A Preferred Stock”),
the holder of the number of shares of Series B Preferred Stock, par value $0.001 per share (“Series B Preferred Stock”),
and/or the holder of the number of shares of Series C Preferred Stock, par value $0.001 per share (“Series C Preferred
Stock” and, together with Series A Preferred Stock and the Series B Preferred Stock, “Preferred Stock”),
of Molecular set forth opposite the Stockholder’s name on Schedule A (all such shares set forth on Schedule A,
together with any shares of Common Stock and Preferred Stock of Molecular that are hereafter issued to or otherwise acquired, whether
beneficially or of record, or owned by the Stockholder prior to the termination of this Agreement being referred to herein as the
“Subject Shares”);


 


WHEREAS, Molecular,
Trojan Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Threshold (“Merger Sub”)
and Threshold propose to enter into an Agreement and Plan of Merger and Reorganization, dated as of the date hereof (the “Merger
Agreement”), which provides, among other things, for the merger of Merger Sub with and into Molecular, with Molecular
continuing as the surviving corporation (the “Merger”), upon the terms and subject to the conditions
set forth in the Merger Agreement (capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed
to such terms in the Merger Agreement); and


 


WHEREAS, as
a condition to its willingness to enter into the Merger Agreement, Threshold has required that the Stockholder, and as an inducement
and in consideration therefor, the Stockholder (in the Stockholder’s capacity as a holder of the Subject Shares) has agreed
to, enter into this Agreement.


 


NOW, THEREFORE,
in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth below and
for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending
to be legally bound, do hereby agree as follows:


 


ARTICLE I


 


VOTING AGREEMENT; GRANT OF PROXY 


 


The Stockholder hereby covenants and agrees
that:


 


1.1. Voting
of Subject Shares. From and after the date hereof, at every meeting of the holders of Molecular’s Common Stock and
Preferred Stock (the “Molecular Stockholders”), however called, and at every adjournment or postponement
thereof (or pursuant to a written consent if the Molecular Stockholders act by written consent in lieu of a meeting), the Stockholder
shall, or shall cause the holder of record on any applicable record date to, be present (in person or by proxy) and to vote the
Stockholder’s Subject Shares (a) in favor of (A) adopting the Merger Agreement, and approving the Merger, the Preferred Stock
Conversion, and the other actions contemplated by the Merger Agreement; (B) acknowledging that the approval given thereby
is irrevocable and that the Stockholder is aware of its rights to demand appraisal for


 




     1


     


    

its shares pursuant to Section 262 of the
DGCL, a copy of which was attached thereto, and that such stockholder has received and read a copy of Section 262 of the DGCL;
(C) acknowledging that by its approval of the Merger it is not entitled to appraisal rights with respect to its shares in connection
with the Merger and thereby waives any rights to receive payment of the fair value of its capital stock under the DGCL; (D) approving
any proposal to adjourn or postpone the meeting to a later date, if there are not sufficient votes for the adoption of the Merger
Agreement on the date on which such meeting is held; and (E) any other matters necessary to consummate the Contemplated Transactions
that are considered and voted upon by the Molecular Stockholders; and (b) against any Acquisition Proposal. The Stockholder
shall retain at all times the right to vote the Stockholder’s Subject Shares in Stockholder’s sole discretion and without
any other limitation on those matters other than those set forth in this Section 1.1 that are at any time or from time to
time presented for consideration to the Molecular Stockholders.


 


1.2. No
Inconsistent Arrangements. Except as provided hereunder or under the Merger Agreement, the Stockholder shall not, directly
or indirectly, (a) create any Encumbrance other than restrictions imposed by Legal Requirements or pursuant to this Agreement
on any Subject Shares, (b) transfer, sell, assign, gift or otherwise dispose of (collectively, “Transfer”),
or enter into any contract with respect to any Transfer of the Subject Shares or any interest therein, (c) grant or permit
the grant of any proxy, power of attorney or other authorization in or with respect to the Subject Shares, (d) deposit or
permit the deposit of the Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to the
Subject Shares or (e) take any action that, to the knowledge of the Stockholder, would make any representation or warranty
of the Stockholder herein untrue or incorrect in any material respect, or have the effect of preventing the Stockholder from performing
the Stockholder’s obligations hereunder. Notwithstanding the foregoing, (i) the Stockholder may (A) make transfers of
the Subject Shares as charitable gifts or donations, (B) make transfers or dispositions of the Subject Shares to any trust for
the direct or indirect benefit of the Stockholder or the immediate family of the Stockholder, (C) make transfers or dispositions
of the Subject Shares by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary
or a member of the immediate family of the Stockholder, (D) make transfers of the Subject Shares to stockholders, direct or indirect
affiliates (within the meaning set forth in Rule 405 under the Securities Act of 1933, as amended), current or former partners
(general or limited), members or managers of the Stockholder, as applicable, or to the estates of any such stockholders, affiliates,
partners, members or managers, or to another corporation, partnership, limited liability company or other business entity that
controls, is controlled by or is under common control with the Stockholder, (E) make transfers that occur by operation of law pursuant
to a qualified domestic order or in connection with a divorce settlement, (F) make transfers or dispositions not involving a change
in beneficial ownership, and (G) if the Stockholder is a trust, make transfers or dispositions to any beneficiary of the Stockholder
or the estate of any such beneficiary; provided that, in each case, the transferee agrees in writing to be bound
by the terms and conditions of this Agreement and either the Stockholder or the transferee provides Threshold with a copy of such
agreement promptly upon consummation of any such Transfer and (ii) the Stockholder may take all actions reasonably necessary
to consummate the Contemplated Transactions, including effecting the Preferred Stock Conversion. For purposes of this Agreement,
“immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin.


 


1.3. No
Exercise of Appraisal Rights; Waivers. In connection with the Contemplated Transactions, the Stockholder hereby expressly
(a) waives, to the extent permitted under applicable Legal Requirements, the applicability of the provisions for dissenters’
or appraisal rights set forth in Section 262 of the DGCL (or any other similar applicable state Legal Requirement), with respect
to any Subject Shares, (b) agrees that the Stockholder will not, under any circumstances in connection with the Contemplated Transactions,
exercise any dissenters’ or appraisal rights in respect of any Subject Shares, and (c) agrees that the Stockholder will not
bring, commence, institute, maintain, prosecute, participate in or voluntarily aid any action, claim, suit or cause of action,
in law or in equity, in any court or before any Governmental Body, which (i) challenges the validity of or seeks to enjoin
the operation of any provision of this Agreement or


 




     2


     


    

(ii) alleges that the execution and
delivery of this Agreement by the Stockholder, or the approval of the Merger Agreement by the Molecular Board of Directors, breaches
any fiduciary duty of the Molecular Board of Directors or any member thereof; provided, that the Stockholder
may defend against, contest or settle any such action, claim, suit or cause of action brought against the Stockholder that relates
solely to the Stockholder’s capacity as a director, officer or securityholder of Molecular.


 


1.4. Documentation
and Information. The Stockholder shall permit and hereby authorizes Threshold and Molecular to publish and disclose in
all documents and schedules filed with the SEC, and any press release or other disclosure document that Threshold or Molecular
reasonably determines to be necessary in connection with the Merger and any transactions contemplated by the Merger Agreement,
the Stockholder’s identity and ownership of the Subject Shares and the nature of the Stockholder’s commitments and
obligations under this Agreement. Molecular is an intended third-party beneficiary of this Section 1.4.


 


1.5. Irrevocable
Proxy. The Stockholder hereby revokes (or agrees to cause to be revoked) any proxies that the Stockholder has heretofore
granted with respect to the Subject Shares. The Stockholder hereby irrevocably appoints Threshold as attorney-in-fact and proxy
for and on behalf of the Stockholder, for and in the name, place and stead of the Stockholder, to: (a) attend any and all
meetings of Molecular Stockholders, (b) vote, express consent or dissent or issue instructions to the record holder to vote
the Subject Shares in accordance with the provisions of Section 1.1 at any and all meetings of Molecular Stockholders
or in connection with any action sought to be taken by written consent of Molecular Stockholders without a meeting and (c) grant
or withhold, or issue instructions to the record holder to grant or withhold, consistent with the provisions of Section 1.1,
all written consents with respect to the Subject Shares at any and all meetings of Molecular Stockholders or in connection with
any action sought to be taken by written consent of Molecular Stockholders without a meeting. Threshold agrees not to exercise
the proxy granted herein for any purpose other than the purposes described in this Agreement. The foregoing proxy shall be deemed
to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity,
mental illness or insanity of the Stockholder, as applicable) until the termination of the Merger Agreement and shall not be terminated
by operation of law or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 4.2.
The Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution
and to file this proxy and any substitution or revocation with the Secretary of Molecular. The Stockholder hereby affirms that
the proxy set forth in this Section 1.5 is given in connection with and granted in consideration of and as an inducement
to Threshold and Merger Sub to enter into the Merger Agreement and that such proxy is given to secure the obligations of the Stockholder
under Section 1.1. The proxy set forth in this Section 1.5 is executed and intended to be irrevocable,
subject, however, to its automatic termination upon the termination of this Agreement pursuant to Section 4.2. With
respect to any Subject Shares that are owned beneficially by the Stockholder but are not held of record by the Stockholder, the
Stockholder shall take all action necessary to cause the record holder of such Subject Shares to grant the irrevocable proxy and
take all other actions provided for in this Section 1.5 with respect to such Subject Shares.


 


1.6. No
Solicitation of Transactions. The Stockholder shall not knowingly, directly or indirectly, through any officer, director,
agent or otherwise, (i) solicit, initiate, respond to or take any action knowingly to facilitate or encourage any inquiries or
the communication, making, submission or announcement of any Acquisition Proposal or Acquisition Inquiry or take any action that
could reasonably be expected to lead to an Acquisition Proposal or Acquisition Inquiry; (ii) enter into or participate in any discussions
or negotiations with any Person with respect to any Acquisition Proposal or Acquisition Inquiry; (iii) furnish any information
regarding such Party to any Person in connection with, in response to, relating to or for the purpose of assisting with or facilitating
an Acquisition Proposal or Acquisition Inquiry; (iv) approve, endorse or recommend any Acquisition Proposal (subject to Sections
5.2 and 5.3 of the Merger Agreement,


 




     3


     


    

as applicable); (v) execute or enter into
any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction other
than a confidentiality agreement permitted under Section 4.5(c); or (vi) grant any waiver or release under any confidentiality,
standstill or similar agreement. The Stockholder hereby represents and warrants that the Stockholder has read Section 4.5
(No Solicitation) of the Merger Agreement and agrees not to engage in any actions prohibited thereby.


 


1.7. No Ownership
Interest. Nothing contained in this Agreement will be deemed to vest in Threshold any direct or indirect ownership or incidents
of ownership of or with respect to the Subject Shares. All rights, ownership and economic benefits of and relating to the Subject
Shares will remain and belong to the Stockholder, and Threshold will have no authority to manage, direct, superintend, restrict,
regulate, govern or administer any of the policies or operations of Molecular or exercise any power or authority to direct Stockholder
in the voting of any of the Subject Shares, except as otherwise expressly provided herein with respect to the Subject Shares and
except as otherwise expressly provided in the Merger Agreement.


 


ARTICLE II


 


REPRESENTATIONS AND WARRANTIES OF THE
STOCKHOLDER 


 


The Stockholder represents
and warrants to Threshold that:


 


2.1. Organization;
Authorization; Binding Agreement. The Stockholder, if not a natural person, is duly incorporated or organized, as applicable,
validly existing and in good standing under the laws of its jurisdiction of incorporation or organization. The Stockholder has
full legal capacity and power, right and authority to execute and deliver this Agreement and to perform the Stockholder’s
obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed
and delivered by the Stockholder, and constitutes a legal, valid and binding obligation of the Stockholder enforceable against
the Stockholder in accordance with its terms, subject to (a) laws of general application relating to bankruptcy, insolvency
and the relief of debtors and (b) laws of general application relating to bankruptcy, insolvency, the relief of debtors, fraudulent
transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditor’s
rights (the “Enforceability Exceptions”).


 


2.2. Ownership
of Subject Shares; Total Shares. The Stockholder is the record or beneficial owner of the Subject Shares and has good and
marketable title to the Subject Shares free and clear of any Encumbrances (including any restriction on the right to vote or otherwise
transfer the Subject Shares), except (a) as provided hereunder, (b) pursuant to any applicable restrictions on transfer
under the Securities Act, (c) subject to any risk of forfeiture with respect to any shares of Common Stock granted to the
Stockholder under an employee benefit plan of Molecular and (d) as provided in the bylaws of Molecular or in the Investor
Agreements. The Subject Shares listed on Schedule A opposite the Stockholder’s name constitute all of the shares
of Common Stock and Preferred Stock of Molecular owned by the Stockholder as of the date hereof. Except pursuant to the Investor
Agreements or Molecular’s bylaws, no Person has any contractual or other right or obligation to purchase or otherwise acquire
any of the Subject Shares. For purposes of this Agreement “Beneficial Ownership” shall be interpreted
as defined in Rule 13d-3 under the Exchange Act; provided that for purposes of determining Beneficial Ownership, a Person shall
be deemed to be the Beneficial Owner of any securities that may be acquired by such Person pursuant to any Contract or upon the
exercise of conversion rights, exchange rights, warrants or options, or otherwise (irrespective of whether the right to acquire
such securities is exercisable immediately or only after the


 




     4


     


    

passage of time, including the passage
of time in excess of 60 days, the satisfaction of any conditions, the occurrence of any event or any combination of the foregoing).


 


2.3. Voting
Power. The Stockholder has full voting power, with respect to the Stockholder’s Subject Shares, and full power of
disposition, full power to issue instructions with respect to the matters set forth herein and full power to agree to all of the
matters set forth in this Agreement, in each case with respect to all of the Subject Shares. None of the Stockholder’s Subject
Shares are subject to any proxy, voting trust or other agreement or arrangement with respect to the voting of the Subject Shares,
except (a) as provided in the Investor Agreements and (b) as provided hereunder.


 


2.4. Reliance.
The Stockholder has had the opportunity to review the Merger Agreement and this Agreement with counsel of the Stockholder’s
own choosing. The Stockholder understands and acknowledges that Threshold and Merger Sub are entering into the Merger Agreement
in reliance upon the Stockholder’s execution, delivery and performance of this Agreement.


 


2.5. Absence
of Litigation. With respect to the Stockholder, as of the date hereof, there is no action, suit, investigation or proceeding
pending against, or, to the knowledge of the Stockholder, threatened in writing against, the Stockholder or any of the Stockholder’s
properties or assets (including the Subject Shares) that could reasonably be expected to prevent, delay or impair the ability of
the Stockholder to perform the Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby.


 


2.6. Non-Contravention.
The execution and delivery of this Agreement by the Stockholder and the performance of the transactions contemplated by this Agreement
by the Stockholder does not and will not violate, conflict with, or result in a breach of (a) any applicable Legal Requirement
or any injunction, judgment, order, decree, ruling, charge, or other restriction of any Governmental Body to which the Stockholder
is subject; or (b) any Contract to which the Stockholder is a party or is bound or to which the Stockholder’s Subject Shares
are subject.


 


ARTICLE III


 


REPRESENTATIONS AND WARRANTIES OF THRESHOLD



 


Threshold represents
and warrants to the Stockholder that:


 


3.1. Organization;
Authorization. Threshold is a corporation duly incorporated, validly existing and in good standing under the laws of the
State of Delaware. The consummation of the transactions contemplated hereby is within Threshold’s corporate powers and have
been duly authorized by all necessary corporate actions on the part of Threshold. Threshold has full power and authority to execute,
deliver and perform this Agreement.


 


3.2. Binding
Agreement. This Agreement has been duly authorized, executed and delivered by Threshold and constitutes a valid and binding
obligation of Threshold enforceable against Threshold in accordance with its terms, subject to the Enforceability Exceptions.


 


 


ARTICLE IV 


 


MISCELLANEOUS 


 


4.1. Notices.
All notices, requests and other communications to either party hereunder shall be in writing (including facsimile transmission
or electronic mail) and shall be given, (a) if to Threshold, in


 




     5


     


    

accordance with the provisions of the Merger
Agreement and (b) if to the Stockholder, to the Stockholder’s address, electronic mail address or facsimile number set
forth on a signature page hereto, or to such other address, electronic mail address or facsimile number as the Stockholder may
hereafter specify in writing to Threshold.


 


4.2. Termination.
This Agreement shall terminate automatically, without any notice or other action by any Person, upon the earlier of (a) the
termination of the Merger Agreement in accordance with its terms and (b) the Effective Time. Upon termination of this Agreement,
neither party shall have any further obligations or liabilities under this Agreement; provided, however, that (i) nothing
set forth in this Section 4.2 shall relieve either party from liability for any breach of this Agreement prior to termination
hereof, and (ii) the provisions of this Article IV shall survive any termination of this Agreement.


 


4.3. Amendments
and Waivers. Any provision of this Agreement may be amended or waived if such amendment or waiver is in writing and is
signed, in the case of an amendment, by each party to this Agreement or, in the case of a waiver, by the party against whom the
waiver is to be effective. No failure or delay by either party in exercising any right, power or privilege hereunder shall operate
as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise
of any other right, power or privilege.


 


4.4. Binding
Effect; Benefit; Assignment. The provisions of this Agreement shall be binding upon and shall inure to the benefit of the
parties hereto and their respective successors and assigns. Except as set forth in Section 1.3, no provision of this
Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any person other than
the parties hereto and their respective successors and assigns. Neither party may assign, delegate or otherwise transfer any of
its rights or obligations under this Agreement without the consent of the other party hereto, except that Threshold may transfer
or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates
at any time; provided, that such transfer or assignment shall not relieve Threshold of any of its obligations hereunder.


 


4.5. Governing
Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware,
regardless of the laws that might otherwise govern under applicable principles of conflicts of laws. In any action or suit between
any of the parties arising out of or relating to this Agreement: (a) each of the parties irrevocably and unconditionally consents
and submits to the exclusive jurisdiction and venue of the Delaware Court of Chancery, or if such court does not have proper jurisdiction,
then the federal courts located in the State of Delaware, and appellate courts therefrom (collectively, the “Delaware
Courts”); and (b) each of the parties irrevocably waives the right to trial by jury.


 


4.6. Counterparts.
This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute
one and the same instrument. The exchange of a fully executed Agreement (in counterparts or otherwise) by all parties by facsimile
or electronic transmission in .PDF format shall be sufficient to bind the parties to the terms and conditions of this Agreement.


 


4.7. Entire
Agreement. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both
written and oral, among or between any of the parties with respect to the subject matter hereof and thereof.


 


4.8. Severability.
Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect
the validity or enforceability of the remaining terms and provisions of this Agreement or the validity or enforceability of the
offending term or provision in any other situation or in any other jurisdiction. If a final judgment of a court of competent jurisdiction
declares that


 




     6


     


    

any term or provision of this Agreement
is invalid or unenforceable, the parties hereto agree that the court making such determination will have the power to limit such
term or provision, to delete specific words or phrases or to replace such term or provision with a term or provision that is valid
and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this
Agreement shall be valid and enforceable as so modified. In the event such court does not exercise the power granted to it in the
prior sentence, the parties hereto agree to replace such invalid or unenforceable term or provision with a valid and enforceable
term or provision that will achieve, to the extent possible, the economic, business and other purposes of such invalid or unenforceable
term or provision.


 


4.9. Specific
Performance. Any and all remedies herein expressly conferred upon a party will be deemed cumulative with and not exclusive
of any other remedy conferred hereby, or by law or equity upon such party, and the exercise by a party of any one remedy will not
preclude the exercise of any other remedy. The parties hereto agree that irreparable damage would occur in the event that any of
the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly
agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce
specifically the terms and provisions hereof in any Delaware Court, this being in addition to any other remedy to which they are
entitled at law or in equity, and each of the parties hereto waives any bond, surety or other security that might be required of
any other party with respect thereto.


 


4.10.
Construction. 


 


(a)     
For purposes of this Agreement, whenever the context requires: the singular number
shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender
shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders.


 


(b)     
The parties hereto agree that any rule of construction to the effect that ambiguities
are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.


 


(c)      
As used in this Agreement, the words “include” and “including,”
and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without
limitation.” 


 


(d)     
Except as otherwise indicated, all references in this Agreement to “Sections,”
“Articles,” and “Schedules” are intended to refer to Sections or Articles of this Agreement and Schedules
to this Agreement, respectively.


 


(e)      
The bold-faced headings contained in this Agreement are for convenience of reference only, shall not be deemed
to be a part of this Agreement and shall not be referred to in connection with the construction or interpretation of this Agreement.


 


4.11. Further
Assurances. Each of the parties hereto will execute and deliver, or cause to be executed and delivered, all further documents
and instruments and use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause
to be done, all things necessary under applicable Legal Requirements to perform their respective obligations as expressly set forth
under this Agreement.


 


4.12. Capacity
as Stockholder. The Stockholder signs this Agreement solely in the Stockholder’s capacity as a Stockholder of Molecular,
and not in the Stockholder’s capacity as a director, officer or employee of Molecular or any of its Subsidiaries or in the
Stockholder’s capacity as a trustee or fiduciary


 




     7


     


    

of any employee benefit plan or trust.
Notwithstanding anything herein to the contrary, nothing herein shall in any way restrict a director or officer of Molecular in
the exercise of his or her fiduciary duties as a director or officer of Molecular or in his or her capacity as a trustee or fiduciary
of any employee benefit plan or trust or prevent or be construed to create any obligation on the part of any director or officer
of Molecular or any trustee or fiduciary of any employee benefit plan or trust from taking any action in his or her capacity as
such director, officer, trustee or fiduciary.


 


4.13. No Agreement
Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement
shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless
and until (a) the board of directors of Molecular has approved, for purposes of any applicable anti-takeover laws and regulations,
and any applicable provision of Molecular’s organizational documents, the Merger, (b) the Merger Agreement is executed
by all parties thereto, and (c) this Agreement is executed by all parties hereto.


 


 


 


(SIGNATURE PAGE FOLLOWS) 


 




     8


     


    

IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be duly executed as of the date first written above.


 





	 	THRESHOLD PHARMACEUTICALS, INC.
	 	 	 
	 	By:	
 
	 	 	Name:	
         Harold E.
Selick, Ph.D.

	 	 	Title:	
         Chief Executive
Officer



 


 




    
[Signature Page to Support Agreement]
 



     


    

 


IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be duly executed as of the date first written above.


 





	 	STOCKHOLDER
	 	 
	 	 
	 	(Print Name of Stockholder)
	 	 
	 	 
	 	(Signature)
	 	 
	 	 
	 	(Name and Title of Signatory, if Signing
	 	 on Behalf of an Entity)







 




    
[Signature Page to Support Agreement]
 



     


    

Schedule A


 


 


 


	
        Name of Stockholder
	
        No. Shares of

        Common 

        

        Stock

        
	
        No. Shares of

        Series A

        Preferred 

        

        Stock

        
	
        No. Shares of

        Series B

        Preferred 

        

        Stock

        
	
        No. Shares of

Series C

Preferred  

        Stock