EX-10.5





 Exhibit 10.5 

LONGBOARD PHARMACEUTICALS, INC. 

STOCK OPTION GRANT NOTICE 

(2021 EQUITY INCENTIVE PLAN) 

Longboard Pharmaceuticals, Inc. (the “Company”), pursuant to its 2021 Equity Incentive Plan (the
“Plan”), has granted to you (“Optionholder”) an option to purchase the number of shares of the Common Stock set forth below (the “Option”). Your Option is subject to all of the
terms and conditions as set forth herein and in the Plan, the Stock Option Agreement and the Notice of Exercise, all of which are attached hereto and incorporated herein in their entirety. Capitalized terms not explicitly defined herein but defined
in the Plan or the Stock Option Agreement shall have the meanings set forth in the Plan or the Stock Option Agreement, as applicable. 
  

			
	 Optionholder:
	 	      

	 Date of Grant:
	 	      

	 Vesting Commencement Date:
	 	      

	 Number of Shares of Common Stock Subject to Option:
	 	      

	 Exercise Price (Per Share):
	 	      

	 Total Exercise Price:
	 	      

	 Expiration Date:
	 	      


  

	Type	 of Grant:         [Incentive Stock Option] OR
[Nonstatutory Stock Option] 


 Exercise and 

	Vesting	 Schedule:     Subject to the Optionholder’s Continuous Service through each
applicable vesting date, the Option will vest as follows: 


 [1/4th of the shares vest and become exercisable one year after the Vesting Commencement Date; the balance of the shares vest and become exercisable in a series of
thirty-six (36) successive equal monthly installments measured from the first anniversary of the Vesting Commencement Date on the same date of the month as the Vesting Commencement Date.] 

Optionholder Acknowledgements: By your signature below or by electronic acceptance or authentication in a form authorized by the
Company, you understand and agree that: 
  

	 	•	 	 The Option is governed by this Stock Option Grant Notice, and the provisions of the Plan and the Stock Option
Agreement and the Notice of Exercise, all of which are made a part of this document. Unless otherwise provided in the Plan, this Grant Notice and the Stock Option Agreement (together, the “Option Agreement”) may not be
modified, amended or revised except in a writing signed by you and a duly authorized officer of the Company. 


  

	 	•	 	 If the Option is an Incentive Stock Option, it (plus other outstanding Incentive Stock Options granted to you)
cannot be first exercisable for more than $100,000 in value (measured by exercise price) in any calendar year. Any excess over $100,000 is a Nonstatutory Stock Option. 



 

	 	•	 	 You consent to receive this Grant Notice, the Stock Option Agreement, the Plan, the Prospectus and any other
Plan-related documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.



  

	 	•	 	 You have read and are familiar with the provisions of the Plan, the Stock Option Agreement, the Notice of
Exercise and the Prospectus. In the event of any conflict between the provisions in this Grant Notice, the Option Agreement, the Notice of Exercise, or the Prospectus and the terms of the Plan, the terms of the Plan shall control.
















	 	•	 	 The Option Agreement sets forth the entire understanding between you and the Company regarding the acquisition
of Common Stock and supersedes all prior oral and written agreements, promises and/or representations on that subject with the exception of other equity awards previously granted to you and any written employment agreement, offer letter, severance
agreement, written severance plan or policy, or other written agreement between the Company and you in each case that specifies the terms that should govern this Option. 



 

	 	•	 	 Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature
complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable law) or other transmission method and any counterpart so delivered will be deemed to have been duly and validly delivered and be valid and
effective for all purposes. 


  

									
	 LONGBOARD PHARMACEUTICALS, INC.
	 		 	 OPTIONHOLDER:

					
	 By:
	 	      
	 		 		 	      

		 	Signature	 		 		 	Signature
					
	 Title:
	 	      
	 		 	 Date:
	 	      

	 Date:
	 	      
	 		 		 	     


 ATTACHMENTS: Stock Option Agreement, 2021 Equity Incentive Plan, Notice
of Exercise 












 ATTACHMENT I 

STOCK OPTION AGREEMENT 












 LONGBOARD PHARMACEUTICALS, INC. 

2021 EQUITY INCENTIVE PLAN 

STOCK OPTION AGREEMENT 

As reflected by your Stock Option Grant Notice (“Grant Notice”) Longboard Pharmaceuticals, Inc. (the
“Company”) has granted you an option under its 2021 Equity Incentive Plan (the “Plan”) to purchase a number of shares of Common Stock at the exercise price indicated in your Grant Notice (the
“Option”). Capitalized terms not explicitly defined in this Agreement but defined in the Grant Notice or the Plan shall have the meanings set forth in the Grant Notice or Plan, as applicable. The terms of your Option as
specified in the Grant Notice and this Stock Option Agreement constitute your Option Agreement. 
 The general terms and
conditions applicable to your Option are as follows: 
 1. GOVERNING PLAN
DOCUMENT. Your Option is subject to all the provisions of the Plan, including but not limited to the provisions in: 

(a) Section 6 regarding the impact of a Capitalization Adjustment, dissolution, liquidation, or Corporate
Transaction on your Option; 
 (b) Section 9(e) regarding the Company’s retained rights to terminate your
Continuous Service notwithstanding the grant of the Option; and 
 (c) Section 8(c) regarding the tax
consequences of your Option. 
 Your Option is further subject to all interpretations, amendments, rules and regulations, which may from time
to time be promulgated and adopted pursuant to the Plan. In the event of any conflict between the Option Agreement and the provisions of the Plan, the provisions of the Plan shall control. 

2. VESTING. Your Option will vest as provided in your Grant Notice, subject to the provisions
contained herein and the terms of the Plan. Vesting will cease upon the termination of your Continuous Service. 
 3.
EXERCISE. 
 (a) You may generally exercise the vested portion of your Option for whole shares of
Common Stock at any time during its term by delivery of payment of the exercise price and applicable withholding taxes and other required documentation to the Plan Administrator in accordance with the exercise procedures established by the Plan
Administrator, which may include an electronic submission. Please review Sections 4(i), 4(j) and 7(b)(v) of the Plan, which may restrict or prohibit your ability to exercise your Option during certain periods. 

(b) To the extent permitted by Applicable Law, you may pay your Option exercise price as follows: 












 (i) cash, check, bank draft or money order; 

(ii) subject to Company and/or Committee consent at the time of exercise, pursuant to a “cashless exercise”
program as further described in Section 4(c)(ii) of the Plan if at the time of exercise the Common Stock is publicly traded; 

(iii) subject to Company and/or Committee consent at the time of exercise, by delivery of previously owned shares of
Common Stock as further described in Section 4(c)(iii) of the Plan; or 
 (iv) subject to Company and/or
Committee consent at the time of exercise, if the Option is a Nonstatutory Stock Option, by a “net exercise” arrangement as further described in Section 4(c)(iv) of the Plan. 

(c) By accepting your Option, you agree that you will not sell, dispose of, transfer, make any short sale of, grant any
option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale with respect to any shares of Common Stock or other securities of the Company held by you, for a period of one hundred eighty
(180) days following the effective date of a registration statement of the Company filed under the Securities Act or such longer period as the underwriters or the Company will request to facilitate compliance with FINRA Rule 2241 or any
successor or similar rules or regulation (the “Lock-Up Period”); provided, however, that nothing contained in this section will prevent the exercise of a repurchase option, if
any, in favor of the Company during the Lock-Up Period. You further agree to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriters that are consistent
with the foregoing or that are necessary to give further effect thereto. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to your shares of Common Stock until the end of such
period. You also agree that any transferee of any shares of Common Stock (or other securities) of the Company held by you will be bound by this Section 3(c). The underwriters of the Company’s stock are intended third party
beneficiaries of this Section 3(c) and will have the right, power and authority to enforce the provisions hereof as though they were a party hereto. 

4. TERM. You may not exercise your Option before the commencement of its term or after its term
expires. The term of your Option commences on the Date of Grant and expires upon the earliest of the following: 
 (a)
immediately upon the termination of your Continuous Service for Cause; 
 (b) three months after the termination
of your Continuous Service for any reason other than Cause, Disability or death; 
 (c) 12 months after the
termination of your Continuous Service due to your Disability; 
 (d) 18 months after your death if you die during
your Continuous Service; 
 (e) immediately upon a Corporate Transaction if the Board has determined that the Option
will terminate in connection with a Corporate Transaction, 












 (f) the Expiration Date indicated in your Grant Notice; or 

(g) the day before the 10th anniversary of the Date of Grant. 

Notwithstanding the foregoing, if you die during the period provided in Section 4(b) or 4(c) above, the term of your
Option shall not expire until the earlier of (i) eighteen months after your death, (ii) upon any termination of the Option in connection with a Corporate Transaction, (iii) the Expiration Date indicated in your Grant Notice, or
(iv) the day before the tenth anniversary of the Date of Grant. Additionally, the Post-Termination Exercise Period of your Option may be extended as provided in Section 4(i) of the Plan. 

To obtain the federal income tax advantages associated with an Incentive Stock Option, the Code requires that at all times
beginning on the date of grant of your Option and ending on the day three months before the date of your Option’s exercise, you must be an employee of the Company or an Affiliate, except in the event of your death or Disability. If the Company
provides for the extended exercisability of your Option under certain circumstances for your benefit, your Option will not necessarily be treated as an Incentive Stock Option if you exercise your Option more than three months after the date your
employment terminates. 
 5. WITHHOLDING OBLIGATIONS. As further provided in
Section 8 of the Plan: (a) you may not exercise your Option unless the applicable tax withholding obligations are satisfied, and (b) at the time you exercise your Option, in whole or in part, or at any time thereafter as requested by
the Company, you hereby authorize withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision for (including by means of a “cashless exercise” pursuant to a program developed under
Regulation T as promulgated by the Federal Reserve Board to the extent permitted by the Company), any sums required to satisfy the federal, state, local and foreign tax withholding obligations, if any, which arise in connection with the exercise of
your Option in accordance with the withholding procedures established by the Company. Accordingly, you may not be able to exercise your Option even though the Option is vested, and the Company shall have no obligation to issue shares of Common Stock
subject to your Option, unless and until such obligations are satisfied. In the event that the amount of the Company’s withholding obligation in connection with your Option was greater than the amount actually withheld by the Company, you agree
to indemnify and hold the Company harmless from any failure by the Company to withhold the proper amount. 
 6.
INCENTIVE STOCK OPTION DISPOSITION REQUIREMENT. If your Option is an Incentive Stock Option, you must notify the Company in writing within 15 days after the date
of any disposition of any of the shares of the Common Stock issued upon exercise of your Option that occurs within two years after the date of your Option grant or within one year after such shares of Common Stock are transferred upon exercise of
your Option. 
 7. TRANSFERABILITY. Except as otherwise provided in Section 4(e) of the
Plan, your Option is not transferable, except by will or by the applicable laws of descent and distribution, and is exercisable during your life only by you. 

8. CORPORATE TRANSACTION. Your Option is subject to the terms of any agreement
governing a Corporate Transaction involving the Company, including, without limitation, a 












 
provision for the appointment of a stockholder representative that is authorized to act on your behalf with respect to any escrow, indemnities and any contingent consideration. 

9. NO LIABILITY FOR TAXES. As a
condition to accepting the Option, you hereby (a) agree to not make any claim against the Company, or any of its Officers, Directors, Employees or Affiliates related to tax liabilities arising from the Option or other Company compensation and
(b) acknowledge that you were advised to consult with your own personal tax, financial and other legal advisors regarding the tax consequences of the Option and have either done so or knowingly and voluntarily declined to do so. Additionally,
you acknowledge that the Option is exempt from Section 409A only if the exercise price is at least equal to the “fair market value” of the Common Stock on the date of grant as determined by the Internal Revenue Service and there is no
other impermissible deferral of compensation associated with the Option. Additionally, as a condition to accepting the Option, you agree not make any claim against the Company, or any of its Officers, Directors, Employees or Affiliates in the event
that the Internal Revenue Service asserts that such exercise is less than the “fair market value” of the Common Stock on the date of grant as subsequently determined by the Internal Revenue Service. 

10. SEVERABILITY. If any part of this Option Agreement or the Plan is declared by
any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity will not invalidate any portion of this Option Agreement or the Plan not declared to be unlawful or invalid. Any Section of this Option Agreement (or
part of such a Section) so declared to be unlawful or invalid will, if possible, be construed in a manner which will give effect to the terms of such Section or part of a Section to the fullest extent possible while remaining lawful and valid 

11. OTHER DOCUMENTS. You hereby acknowledge receipt of or the right to receive
a document providing the information required by Rule 428(b)(1) promulgated under the Securities Act, which includes the Prospectus. In addition, you acknowledge receipt of the Company’s Trading Policy. 

12. QUESTIONS. If you have questions regarding these or any other terms and conditions applicable
to your Option, including a summary of the applicable federal income tax consequences please see the Prospectus. 
 * * * * 












 ATTACHMENT II 

2021 EQUITY INCENTIVE PLAN 












 ATTACHMENT III 

NOTICE OF EXERCISE 












 LONGBOARD PHARMACEUTICALS, INC. 

(2021 EQUITY INCENTIVE PLAN) 

NOTICE OF EXERCISE 
  

					
	 LONGBOARD PHARMACEUTICALS, INC.
	  		  	
	 6154 Nancy Ridge Drive
	  		  	
	 San Diego, California 92121
	  		  	 Date of Exercise: _______________


 This constitutes notice to Longboard Pharmaceuticals, Inc. (the
“Company”) that I elect to purchase the below number of shares of Common Stock of the Company (the “Shares”) by exercising my Option for the price set forth below. Capitalized terms not explicitly
defined in this Notice of Exercise but defined in the Grant Notice, Option Agreement or 2021 Equity Incentive Plan (the “Plan”) shall have the meanings set forth in the Grant Notice, Option Agreement or Plan, as applicable.
Use of certain payment methods is subject to Company and/or Committee consent and certain additional requirements set forth in the Option Agreement and the Plan. 

 

					
	 Type of option (check one):
	  	 Incentive ☐
	  	 Nonstatutory ☐

			
	 Date of Grant:
	  	
                       
             
	  	
			
	 Number of Shares as to which Option is exercised:
	  	
                       
             
	  	
			
	 Certificates to be issued in name of:
	  	
                       
             
	  	
			
	 Total exercise price:
	  	 $________________
	  	
			
	 Cash, check, bank draft or money order delivered herewith:
	  	 $______________
	  	
			
	 Value of ________ Shares delivered herewith:
	  	 $______________
	  	
			
	 Regulation T Program (cashless exercise)
	  	 $_____________
	  	
			
	 Value of _______ Shares pursuant to net exercise:
	  	 $_____________
	  	


 By this exercise, I agree (i) to provide such additional documents as you may
require pursuant to the terms of the Plan, (ii) to satisfy the tax withholding obligations, if any, relating to 












 
the exercise of this Option as set forth in the Option Agreement, and (iii) if this exercise relates to an incentive stock option, to notify you in writing within 15 days after the date of
any disposition of any of the Shares issued upon exercise of this Option that occurs within two years after the Date of Grant or within one year after such Shares are issued upon exercise of this Option. 

I further agree that I will not sell, dispose of, transfer, make any short sale of, grant any option for the purchase of, or
enter into any hedging or similar transaction with the same economic effect as a sale with respect to any shares of Common Stock or other securities of the Company that I hold, for a period of one hundred eighty (180) days following the
effective date of a registration statement of the Company filed under the Securities Act or such longer period as the underwriters or the Company will request to facilitate compliance with FINRA Rule 2241 or any successor or similar rules or
regulation (the “Lock-Up Period”); provided, however, that nothing contained in this paragraph will prevent the exercise of a repurchase option, if any, in favor of the Company
during the Lock-Up Period. I further agree to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriters that are consistent with the foregoing or that are
necessary to give further effect thereto. I further agree that in order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to shares of Common Stock that I hold until the end of such period. I
also agree that any transferee of any shares of Common Stock (or other securities) of the Company that I hold will be bound by this paragraph. The underwriters of the Company’s stock are intended third party beneficiaries of this paragraph
and will have the right, power and authority to enforce the provisions hereof as though they were a party hereto. 
  

	
	 Very truly yours,