PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT lomond therapeutics holdings, inc.Placement Agent Common Stock Purchase Warrant • November 7th, 2024 • Lomond Therapeutics Holdings, Inc. • Blank checks
THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the fourth anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Lomond Therapeutics Holdings, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is being issued pursuant to that certain engagement letter, dated as of February 12, 2024 by a
INDEMNIfication AGREEMENTIndemnification Agreement • November 7th, 2024 • Lomond Therapeutics Holdings, Inc. • Blank checks • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) dated as of , , is made by and between Lomond Therapeutics Holdings, Inc., a Delaware corporation (the “Company”), and _____________ (“Indemnitee”).
ContractSafe (Simple Agreement for Future Equity) • November 7th, 2024 • Lomond Therapeutics Holdings, Inc. • Blank checks
THIS INSTRUMENT AND ANY SECURITIES ISSUABLE PURSUANT HERETO HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED IN THIS SAFE AND UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM.
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among VENETIAN-1 ACQUISITION CORP., a Delaware corporation, LOMOND ACQUISITION CORP., a Delaware corporation and LOMOND THERAPEUTICS, INC., a Delaware corporation November 1, 2024Merger Agreement • November 7th, 2024 • Lomond Therapeutics Holdings, Inc. • Blank checks • Delaware
dated as of November 1, 2024, by and among VENETIAN-1 ACQUISITION CORP., a Delaware corporation (the “Parent”), LOMOND ACQUISITION CORP., a Delaware corporation (the “Acquisition Subsidiary”), and LOMOND THERAPEUTICS, INC., a Delaware corporation (the “Company”). The Parent, the Acquisition Subsidiary and the Company are each a “Party” and referred to collectively herein as the “Parties.”
SUBSCRIPTION AGREEMENTSubscription Agreement • November 7th, 2024 • Lomond Therapeutics Holdings, Inc. • Blank checks • New York
This Subscription Agreement (this “Agreement”) has been entered into by and between the purchaser set forth on the Omnibus Signature Page hereof (the “Purchaser”) and Venetian-1 Acquisition Corp. (to be renamed “Lomond Therapeutics Holdings, Inc.” upon consummation of the Merger (as defined below)), a Delaware corporation (the “Company”), in connection with a private offering (the “Offering”) by the Company of Common Stock (as defined below).
INDEMNITY AGREEMENTIndemnity Agreement • November 7th, 2024 • Lomond Therapeutics Holdings, Inc. • Blank checks • Delaware
This Indemnity Agreement (the “Agreement”), dated as of , 2024, is entered into by and among Venetian-1 Acquisition Corp., a Delaware corporation (the “Parent”), Lomond Therapeutics, Inc., a Delaware corporation (“Lomond” and together with the Parent, the “Companies”), and the undersigned Indemnitee (the “Indemnitee”).
Promissory NotePromissory Note • November 7th, 2024 • Lomond Therapeutics Holdings, Inc. • Blank checks • Delaware
CERTAIN IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THIS DOCUMENT BECAUSE IT IS BOTH NOT MATERIAL AND ARE THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL AND HAS BEEN MARKED WITH “[***]” TO INDICATE WHERE OMISSIONS HAVE...License Agreement • November 7th, 2024 • Lomond Therapeutics Holdings, Inc. • Blank checks • California
This License Agreement (this “Agreement”) is dated as of October 17, 2024 (the “Effective Date”) by and between Bala Therapeutics, Inc., a corporation organized under Delaware law, (“Licensor”), and Lomond Therapeutics, Inc., a corporation organized under Delaware law (“Company”). Licensor and Company may be referred to herein as a “Party” or, collectively, as “Parties.”
LOMOND Therapeutics, Inc. CONSULTING AGREEMENTConsulting Agreement • November 7th, 2024 • Lomond Therapeutics Holdings, Inc. • Blank checks
This Consulting Agreement (the “Agreement”) between Lomond Therapeutics, Inc., a Delaware corporation (“Company”) and Nikolay Savchuk (“Consultant”) is effective as of, and this document memorializes the agreement that the parties have had since, the first day of Consultant’s Services (defined below) to Company (regardless of the execution date hereof). The parties agree as follows:
ASSIGNMENT AND CONSENT AGREEMENTAssignment and Consent Agreement • November 7th, 2024 • Lomond Therapeutics Holdings, Inc. • Blank checks • California
This ASSIGNMENT AND CONSENT AGREEMENT entered into as of the December 7, 2023, by and among Lomond Therapeutics, Inc., a Delaware corporation (the “Assignor”) and wholly-owned subsidiary of Assignee (as defined below), Eilean Therapeutics, LLC, a Delaware limited liability company (the “Assignee”), and Eil Therapeutics, Inc., a Delaware corporation and wholly-owned subsidiary of Assignee (the “Lender”).
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 7th, 2024 • Lomond Therapeutics Holdings, Inc. • Blank checks • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of November 1, 2024, among Lomond Therapeutics Holdings, Inc., a Delaware corporation (f.k.a. Venetian-1 Acquisition Corp.) (the “Company”), the persons who have purchased the Offering Shares (as defined below) and have executed omnibus or counterpart signature page(s) hereto (each, a “Purchaser” and collectively, the “Purchasers”), the persons or entities identified on Schedule 1 hereto holding Placement Agent Warrants (collectively, the “Brokers”), the persons or entities identified on Schedule 2 hereto holding Merger Shares (as defined below), and the persons or entities identified on Schedule 3 hereto holding Registrable Pre-Merger Shares (as defined below). Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below or in the Subscription Agreement (as defined below).
ContractSafe (Simple Agreement for Future Equity) • November 7th, 2024 • Lomond Therapeutics Holdings, Inc. • Blank checks
THIS INSTRUMENT AND ANY SECURITIES ISSUABLE PURSUANT HERETO HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED IN THIS SAFE AND UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM.
LOCK-UP AGREEMENTLock-Up Agreement • November 7th, 2024 • Lomond Therapeutics Holdings, Inc. • Blank checks • New York
This LOCK-UP AGREEMENT (this “Agreement”) is made as of November 1, 2024, by and between the undersigned person or entity (the “Restricted Holder”) and Lomond Therapeutics Holdings, Inc. (formerly known as Venetian-1 Acquisition Corp.), a Delaware corporation (the “Parent”). Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Merger Agreement (as defined below).
CERTAIN IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THIS DOCUMENT BECAUSE IT IS BOTH NOT MATERIAL AND ARE THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL AND HAS BEEN MARKED WITH “[***]” TO INDICATE WHERE OMISSIONS HAVE...Administrative Services & Co-Employment Agreement • November 7th, 2024 • Lomond Therapeutics Holdings, Inc. • Blank checks
