13D Filing: Longitude Capital Partners III, LLC and Molecular Templates Inc. (MTEM)

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Page 9 of 10 – SEC Filing

Pursuant to the terms of the Securities
Purchase Agreement, Dr. Hirsch was appointed as a member of the Board effective as August 1, 2017 upon completion of
the Financing. As disclosed in the Issuer’s Current Report on Form 8-K filed with the Commission on August 7, 2017,
it is expected that following the Merger the Issuer will provide compensation to its non-employee directors, including Dr. Hirsch,
in line with the Issuer’s director compensation practices before the Merger. According to the Issuer’s Registration
Statement on Form S-4 declared effective by the Commission on June 30, 2017, such compensation generally consists of cash
compensation, including an annual retainer for service as a member of the Board and supplemental annual retainers for membership
and chair positions on certain of the Board’s committees, and equity compensation, including stock option or other equity
awards granted upon appointment as a director and on an annual basis. In addition, in connection with his service on the Board,
Dr. Hirsch has entered into an indemnification agreement with the Issuer, pursuant to which, in general, the Issuer has agreed
to indemnify Dr. Hirsch to the fullest extent permitted by law and public policy for claims arising in his capacity as a director
of the Issuer.

Item
7. Material to be Filed as Exhibits.

Exhibit 1: Joint Filing Agreement, dated September 18, 2017, by and among the Reporting Persons.
Exhibit 2: Securities Purchase Agreement, dated August 1, 2017, by and among the Issuer and the investors named therein (incorporated by reference to Exhibit 10.2 to Issuer’s Current Report on Form 8-K filed with the Commission on August 7, 2017).
Exhibit 3: Form of Warrant issued in the Financing (incorporated by reference to Exhibit 10.4 to Issuer’s Current Report on Form 8-K filed with the Commission on August 7, 2017).
Exhibit 4: Registration Rights Agreement, dated August 1, 2017, by and among the Issuer and the investors named therein (incorporated by reference to Exhibit 10.3 to Issuer’s Current Report on Form 8-K filed with the Commission on August 7, 2017).
Exhibit 5: Equity Commitment Letter, dated March 16, 2017, by and among the Issuer, Private Molecular and Longitude Venture III (incorporated by reference to Exhibit 10.1 to the Issuer’s Quarterly Report on Form 10-Q filed with the Commission on May 15, 2017).
Exhibit 6: Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed with the Commission on August 7, 2017).

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