•] Shares WEREWOLF THERAPEUTICS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • April 26th, 2021 • Werewolf Therapeutics, Inc. • Pharmaceutical preparations • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 8th, 2021 • Werewolf Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of , 20 by and between Werewolf Therapeutics, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement. [[Solely with respect to officers and directors that execute this form of indemnification agreement on or prior to the Company’s initial public offering:] and shall be effective as of the effectiveness of a Registration Statement on Form S-1 relating to the initial registration under the Securities Act of 1933, as amended, of shares of the Company’s common stock].
WEREWOLF THERAPEUTICS, INC. Shares of Common Stock ($0.0001 par value per share) SALES AGREEMENTSales Agreement • May 10th, 2022 • Werewolf Therapeutics, Inc. • Pharmaceutical preparations • New York
Werewolf Therapeutics, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with SVB Securities LLC (the “Agent”), as follows:
WEREWOLF THERAPEUTICS, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT DECEMBER 23, 2020Investors’ Rights Agreement • February 26th, 2021 • Werewolf Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 23rd day of December, 2020, by and among Werewolf Therapeutics, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor.”
EMPLOYMENT AGREEMENTEmployment Agreement • November 10th, 2021 • Werewolf Therapeutics, Inc. • Pharmaceutical preparations • California
THIS EMPLOYMENT AGREEMENT (the “Agreement”), is made as of April 30th, 2021 by and between Werewolf Therapeutics, Inc. (the “Company”), and Chulani Karunatilake (the “Executive”) (together, the “Parties”).
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 5 OF THIS WARRANTCommon Stock Purchase Warrant • August 8th, 2024 • Werewolf Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
Werewolf Therapeutics, Inc., a Delaware corporation (the “Company”), for value received, hereby certifies that [•], or its registered assigns (the “Registered Holder”), is entitled, subject to the terms and conditions set forth below, to purchase from the Company, at any time or from time to time on or after the date of issuance and on or before 5:00 p.m. (Boston time) on [•], that number of shares of Common Stock, $0.0001 par value per share, of the Company (“Common Stock”), at a purchase price of $0.01 per share, equal to (x) 3.25% of the original principal amount of the Convertible Promissory Note issued by the Company to the Registered Holder on the date hereof divided by (y) the Qualified Financing Price (as defined in such Convertible Promissory Note). The shares purchasable upon exercise of this Warrant, and the purchase price per share, each as adjusted from time to time pursuant to the provisions of this Warrant, are hereinafter referred to as the “Warrant Shares” and the “Pur
WEREWOLF THERAPEUTICS, INC. RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • April 26th, 2021 • Werewolf Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This grant of RSUs 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.
LEASE AGREEMENTLease Agreement • June 2nd, 2021 • Werewolf Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
THIS LEASE AGREEMENT (this “Lease”) is made as of this 1st day of June, 2021, between ARE-MA REGION NO. 75, LLC, a Delaware limited liability company (“Landlord”), and WEREWOLF THERAPEUTICS, INC., a Delaware corporation (“Tenant”).
WEREWOLF THERAPEUTICS, INC. STOCK OPTION AGREEMENT GRANTED UNDER 2017 STOCK INCENTIVE PLANStock Option Agreement • February 26th, 2021 • Werewolf Therapeutics, Inc. • Pharmaceutical preparations
This Stock Option Agreement (this “Agreement”) is made between Werewolf Therapeutics, Inc., a Delaware corporation (the “Company”), and the Participant pursuant to the 2017 Stock Incentive Plan (the “Plan”).
WEREWOLF THERAPEUTICS, INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • April 26th, 2021 • Werewolf Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This restricted stock award 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.
EMPLOYMENT AGREEMENTEmployment Agreement • April 26th, 2021 • Werewolf Therapeutics, Inc. • Pharmaceutical preparations • California
THIS EMPLOYMENT AGREEMENT (the “Agreement”), is made as of April 23, 2021 by and between Werewolf Therapeutics, Inc. (the “Company”), and Ellen Lubman (the “Executive”) (together, the “Parties”).
LEASE CAMBRIDGE 1030 MASS AVE, LLC a Delaware limited liability company as Landlord, and WEREWOLF THERAPEUTICS, INC. a Delaware corporation as Tenant.Lease Agreement • February 26th, 2021 • Werewolf Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This Lease (the “Lease”), dated as of the date set forth in Section 1 of the Summary of Basic Lease Information (the “Summary”), below, is made by and between Cambridge 1030 Mass Ave, LLC, a Delaware limited liability company (“Landlord”), and Werewolf Therapeutics, Inc., a Delaware corporation (“Tenant”).
WEREWOLF THERAPEUTICS, INC. LOAN AND SECURITY AGREEMENTLoan Agreement • February 26th, 2021 • Werewolf Therapeutics, Inc. • Pharmaceutical preparations • North Carolina
This LOAN AND SECURITY AGREEMENT (the “Agreement”) is entered into as of May 29, 2020, by and between PACIFIC WESTERN BANK, a California state chartered bank (“Bank”) and WEREWOLF THERAPEUTICS, INC. (collectively with each of the other Persons, if any, that join as a co-Borrower hereunder are collectively referred to as the “Borrowers” and individually as a “Borrower”).
WEREWOLF THERAPEUTICS, INC. RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • March 7th, 2024 • Werewolf Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This grant of RSUs 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.
COLLABORATION AND LICENSE AGREEMENT by and between Jazz Pharmaceuticals Ireland Limited and Werewolf Therapeutics, Inc. Dated as of April 6, 2022Collaboration and License Agreement • May 10th, 2022 • Werewolf Therapeutics, Inc. • Pharmaceutical preparations • New York
This Collaboration and License Agreement (this “Agreement”) is entered into as of April 6, 2022 (the “Effective Date”), by and between Jazz Pharmaceuticals Ireland Limited, a corporation organized under the laws of Ireland with its principal place of business at Fifth Floor, Waterloo Exchange, Waterloo Road, Dublin 4, Ireland (“Jazz”), and Werewolf Therapeutics, Inc., a corporation organized under the laws of the State of Delaware with its principal place of business at 1030 Massachusetts Avenue, Suite 210, Cambridge, MA 02138 (“Werewolf”). Jazz and Werewolf are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
AMENDED AND RESTATED ROYALTY TRANSFER AGREEMENTRoyalty Transfer Agreement • February 26th, 2021 • Werewolf Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This Amended and Restated Royalty Transfer Agreement (the “Agreement”) is made and entered into on August 2, 2019 (the “Effective Date”), by and between Werewolf Therapeutics, Inc., a Delaware corporation (the “Company”), MPM Oncology Impact Fund Charitable Foundation, Inc., a Massachusetts charitable foundation (the “MPM Charitable Foundation”) and the UBS Optimus Foundation, a Swiss charitable foundation (“Optimus,” and together with the MPM Charitable Foundation, the “Charitable Foundations”).
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 22nd, 2023 • Werewolf Therapeutics, Inc. • Pharmaceutical preparations
This First Amendment to Amended and Restated Loan and Security Agreement (this “Amendment”) is made and entered into as of March 16, 2023, by and between PACIFIC WESTERN BANK, a California state chartered bank (“Bank”), and WEREWOLF THERAPEUTICS, INC. (“Borrower”).
WEREWOLF THERAPEUTICS, INC. RESTRICTED STOCK AGREEMENT GRANTED UNDER 2017 STOCK INCENTIVE PLANRestricted Stock Agreement • February 26th, 2021 • Werewolf Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Restricted Stock Agreement (the “Agreement”) is made this [ ] day of [ ], 20[ ], between Werewolf Therapeutics, Inc., a Delaware corporation (the “Company”), and [ ] (the “Participant”).
WEREWOLF THERAPEUTICS, INC. STOCK OPTION AGREEMENTStock Option Agreement • April 26th, 2021 • Werewolf Therapeutics, Inc. • Pharmaceutical preparations
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.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 8th, 2024 • Werewolf Therapeutics, Inc. • Pharmaceutical preparations • New York
This LOAN AND SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of May 2, 2024 (the “Closing Date”) is entered into among WEREWOLF THERAPEUTICS, INC., a Delaware corporation (as representative of any Borrowers hereunder from time to time, “Borrower Representative”, and in its capacity as issuer of the Conversion Shares, “Issuer”), each other Person party hereto as a borrower from time to time (together with Borrower Representative, collectively, “Borrowers”, and each, a “Borrower”), each Person party hereto as a guarantor from time to time (together with each other guarantor with respect to the Obligations, collectively “Guarantors”, and each a “Guarantor”, and together with Borrowers, collectively “Loan Parties”, and each, a “Loan Party”), the lenders from time to time party hereto (collectively, “Lenders”, and each, a “Lender”), K2 HEALTHVENTURES LLC, as administrative agent for Lenders (in such capacity, togeth
Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the Company, if publicly disclosed. Double asterisks denote omissions. SECOND AMENDED AND RESTATED...Assignment and License Agreement • February 26th, 2021 • Werewolf Therapeutics, Inc. • Pharmaceutical preparations • California
This Second Amended and Restated Assignment and License Agreement (this “Agreement”) is entered into as of December 20, 2019 (the “Second Amendment Date”), by and between Werewolf Therapeutics, Inc., a Delaware corporation, with a place of business at 1030 Massachusetts Avenue, 2nd Floor, Cambridge, MA 02138 (“Werewolf”), and Harpoon Therapeutics, Inc., a Delaware corporation with a place of business at 4000 Shoreline Court, Suite 250, South San Francisco, CA 94080 (“Harpoon”).
