EX-10.5





 Exhibit 10.5 

WEREWOLF THERAPEUTICS, INC. 

STOCK OPTION AGREEMENT 

Werewolf Therapeutics, Inc. (the “Company”) hereby grants the following stock option pursuant to its 2021 Stock Incentive
Plan. The terms and conditions attached hereto are also a part hereof. 
 Notice of Grant 

 

			
	Name of optionee (the “Participant”):	 	
		
	Grant Date:	 	
		
	Incentive Stock Option or Nonstatutory Stock Option:	 	
		
	Number of shares of the Company’s Common Stock subject to this option (“Shares”):	 	
		
	Option exercise price per Share:	 	
		
	Number, if any, of Shares that vest immediately on the grant date:	 	
		
	Shares that are subject to vesting schedule:	 	
		
	Vesting Start Date:	 	
		
	Final Exercise Date: 	 	

 Vesting Schedule: 
  

			
	 Vesting Date:
	  	 Number of Options that Vest:

		  	
	 All vesting is dependent on the Participant remaining an Eligible Participant, as
provided herein.


 This option satisfies in full all commitments that the Company has to the Participant with respect to the
issuance of stock, stock options or other equity securities. 
  

							
	  
	 		  	Werewolf Therapeutics, Inc.
	Signature of Participant	 		  		  	
	  
	 		  		  	
	Street Address	 	        	  	By:	  	  

	  
	 		  		  	 Name of Officer

Title:

	City/State/Zip Code	 	













 Werewolf Therapeutics, Inc. 

Stock Option Agreement 

Incorporated Terms and Conditions 
 1.
Grant of Option. 
 This agreement evidences the grant by the Company, on the grant date (the “Grant Date”)
set forth in the Notice of Grant that forms part of this agreement (the “Notice of Grant”), to the Participant of an option to purchase, in whole or in part, on the terms provided herein and in the Company’s 2021 Stock
Incentive Plan (the “Plan”), the number of Shares set forth in the Notice of Grant of common stock, $0.0001 par value per share, of the Company (“Common Stock”), at the exercise price per Share set
forth in the Notice of Grant. Unless earlier terminated, this option shall expire at 5:00 p.m., Eastern time, on the Final Exercise Date set forth in the Notice of Grant (the “Final Exercise Date”). 

The option evidenced by this agreement is intended to be an incentive stock option as defined in Section 422 of the Internal Revenue Code
of 1986, as amended, and any regulations promulgated thereunder (the “Code”) to the maximum extent permitted by law, solely to the extent designated as an incentive stock option in the Notice of Grant. Except as otherwise indicated
by the context, the term “Participant”, as used in this option, shall be deemed to include any person who acquires the right to exercise this option validly under its terms. 

2. Vesting Schedule. 
 This option will
become exercisable (“vest”) in accordance with the vesting schedule set forth in the Notice of Grant. 
 The right of
exercise shall be cumulative so that to the extent the option is not exercised in any period to the maximum extent permissible it shall continue to be exercisable, in whole or in part, with respect to all Shares for which it is vested until the
earlier of the Final Exercise Date or the termination of this option under Section 3 hereof or the Plan. 
 3. Exercise of Option. 

(a) Form of Exercise. Each election to exercise this option shall be in writing, in the form of the Stock Option Exercise Notice
attached as Annex A, signed by the Participant, and received by the Company at its principal office, accompanied by this agreement, or in such other form (which may be electronic) as is approved by the Company, together with payment in full
in the manner provided in the Plan. The Participant may purchase less than the number of shares covered hereby, provided that no partial exercise of this option may be for any fractional share. 

(b) Continuous Relationship with the Company Required. Except as otherwise provided in this Section 3, this option may not be
exercised unless the Participant, at the time he or she exercises this option, is, and has been at all times since the Grant Date, an employee, director or officer of, or consultant or advisor to, the Company or any other entity the employees,
officers, directors, consultants, or advisors of which are eligible to receive option grants under the Plan (an “Eligible Participant”). 

  
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 (c) Termination of Relationship with the Company. If the Participant ceases to be an
Eligible Participant for any reason, then, except as provided in paragraphs (d) and (e) below, the right to exercise this option shall terminate three months after such cessation (but in no event after the Final Exercise Date),
provided that this option shall be exercisable only to the extent that the Participant was entitled to exercise this option on the date of such cessation. Notwithstanding the foregoing, if the Participant, prior to the Final Exercise
Date, violates the restrictive covenants (including, without limitation, the non-competition, non-solicitation, or confidentiality provisions) of any employment
contract, any non-competition, non-solicitation, confidentiality or assignment agreement to which the Participant is a party, or any other agreement between the
Participant and the Company, the right to exercise this option shall terminate immediately upon such violation. 
 (d) Exercise Period
Upon Death or Disability. If the Participant dies or becomes disabled (within the meaning of Section 22(e)(3) of the Code) prior to the Final Exercise Date while he or she is an Eligible Participant and the Company has not terminated such
relationship for “cause” as specified in paragraph (e) below, this option shall be exercisable, within the period of one year following the date of death or disability of the Participant, by the Participant (or in the case of death by
an authorized transferee), provided that this option shall be exercisable only to the extent that this option was exercisable by the Participant on the date of his or her death or disability, and further provided that this option shall
not be exercisable after the Final Exercise Date. 
 (e) Termination for Cause. If, prior to the Final Exercise Date, the
Participant’s employment or other service is terminated by the Company for Cause (as defined in below), the right to exercise this option shall terminate immediately upon the effective date of such termination of service. If, prior to the Final
Exercise Date, the Participant is given notice by the Company of the termination of his or her employment or other service by the Company for Cause, and the effective date of such termination is subsequent to the date of delivery of such notice, the
right to exercise this option shall be suspended from the time of the delivery of such notice until the earlier of (i) such time as it is determined or otherwise agreed that the Participant’s service shall not be terminated for Cause as
provided in such notice or (ii) the effective date of such termination of service (in which case the right to exercise this option shall, pursuant to the preceding sentence, terminate upon the effective date of such termination of service). If
the Participant is subject to an individual employment, consulting or other service agreement with the Company or eligible to participate in a Company severance plan or arrangement, in any case which agreement, plan or arrangement contains a
definition of “cause” for termination of service, “Cause” shall have the meaning ascribed to such term in such agreement, plan or arrangement. Otherwise, “Cause” shall mean willful misconduct by the Participant or
willful failure by the Participant to perform his or her responsibilities to the Company (including, without limitation, breach by the Participant of any provision of any employment, consulting, advisory, nondisclosure, non-competition or other similar agreement between the Participant and the Company), as determined by the Company, which determination shall be conclusive. The Participant’s employment or other service shall be
considered to have been terminated for Cause if the Company determines, within 30 days after the Participant’s resignation, that termination for Cause was warranted. 

  
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 4. Tax Matters. 

(a) Withholding. No Shares will be issued pursuant to the exercise of this option unless and until the Participant pays to the Company,
or makes provision satisfactory to the Company for payment of, any federal, state or local withholding taxes required by law to be withheld in respect of this option. 

(b) Disqualifying Disposition. If this option is an incentive stock option and the Participant disposes of Shares acquired upon exercise
of this option within two years from the Grant Date or one year after such Shares were acquired pursuant to exercise of this option, the Participant shall notify the Company in writing of such disposition. 

5. Transfer Restrictions; Clawback. 
 (a)
This option may not be sold, assigned, transferred, pledged, encumbered or otherwise disposed of by the Participant, either voluntarily or by operation of law, except by will or the laws of descent and distribution, and, during the lifetime of the
Participant, this option shall be exercisable only by the Participant. 
 (b) In accepting this option, the Participant agrees to be bound by
any clawback policy that the Company has in place or may adopt in the future. 
 6. Provisions of the Plan. 

This option is subject to the provisions of the Plan (including the provisions relating to amendments to the Plan), a copy of which is
furnished to the Participant with this option. 

  
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 ANNEX A 

Werewolf Therapeutics, Inc. 

Stock Option Exercise Notice 
 Werewolf
Therapeutics, Inc. 
 1030 Massachusetts Avenue, Suite 210 

Cambridge, MA 02138 
 Dear Sir or Madam: 

I,                 (the “Participant”), hereby
irrevocably exercise the right to purchase                 shares of the Common Stock, $0.0001 par value per share (the “Shares”), of
Werewolf Therapeutics, Inc. (the “Company”) at $                 per share pursuant to the Company’s 2021 Stock
Incentive Plan and a stock option agreement with the Company dated (the “Option Agreement”). Enclosed herewith is a payment of
$                 , the aggregate purchase price for the Shares. The certificate for the Shares should be registered in my name as it appears below or, if so
indicated below, jointly in my name and the name of the person designated below, with right of survivorship. 
  

			
	Dated:	 	  

	  

	Signature
	Print Name:
	
	Address:
	  

	  

	
	Name and address of persons in whose name the Shares are to be jointly registered (if applicable):
	  



  
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