Contract analysis

I. EXECUTIVE SUMMARY This memorandum summarizes the legal due diligence findings of Calderwood & Harkness LLP (the "Firm") with respect to Helix Bio Therapeutics Inc., a Delaware corporation ("HBT" or the "Company"), in connection with the proposed business combination (the "Business Combination") between the Company and Pinnacle Venture Acquisition Corp., a Delaware corporation ("PVAC"). The Business Combination is

II. CORPORATE ORGANIZATION AND GOOD STANDING A. Formation and Jurisdiction Helix Bio Therapeutics Inc. was incorporated in the State of Delaware on June 12, 2018, pursuant to the filing of a Certificate of Incorporation with the Secretary of State of the State of Delaware. The Company is a corporation governed by the Delaware General Corporation Law ("DGCL"). We have reviewed the original Certificate of Incorporation

1. Dr. Priya Nandakumar — Chair of the Board and Chief Executive Officer (Founder). Dr. Nandakumar has served as a director since the Company's incorporation in June 2018.

2. Dr. James Whitfield — Chief Scientific Officer and Director (Co-Founder). Dr. Whitfield has served as a director since the Company's incorporation in June 2018.

3. Catherine Alcott — Director. Ms. Alcott was designated to the Board by Ridgeline Ventures Fund III, LP, pursuant to the board designation rights set forth in the Voting Agreement among the Company, Ridgeline, Northbridge Life Sciences Partners, LP, and the founders. Ms. Alcott is a Managing Director of Ridgeline Ventures.

4. Marcus Leung — Director. Mr. Leung was designated to the Board by Northbridge Life Sciences Partners, LP, pursuant to the board designation rights set forth in the Voting Agreement. Mr. Leung is a Partner at Northbridge Life Sciences Partners.

5. Dr. Elena Vasquez — Independent Director. Dr. Vasquez was appointed by the Board as an independent director and is not affiliated with any of the Company's stockholders. Dr. Vasquez brings expertise in clinical-stage biotechnology operations and regulatory affairs. The composition of the Board is consistent with the Company's Certificate of Incorporation and the board designation rights set forth in the Voting Agr

III. CAPITALIZATION A. Authorized Capital Stock We have reviewed the Company's Certificate of Incorporation, as amended and restated, to confirm the authorized capital stock of the Company. The certificate authorizes the issuance of shares of common stock and preferred stock, with the preferred stock divided into one or more series with rights, preferences, and privileges as set forth in the applicable certificates o

IV. MATERIAL CONTRACTS We have reviewed all material contracts to which HBT is a party or by which it is bound, with particular attention to change-of-control provisions, consent-to-assignment requirements, termination rights, and other provisions that may be relevant to the proposed Business Combination. A summary of all material contracts reviewed is set forth in Exhibit C hereto. The following contracts warrant sp

V. INTELLECTUAL PROPERTY A summary of HBT's patent portfolio is attached as Exhibit D. Our findings with respect to the Company's intellectual property are as follows. A. Patents. HBT's patent portfolio consists of two principal components: (i) Licensed Patents (Graystone University). The core intellectual property underlying HBT's lead clinical candidate, HBT-301, consists of a portfolio of issued patents and pendin

VI. LITIGATION AND DISPUTES A. Pending Litigation We have reviewed the Company's litigation records and conducted searches of applicable federal and state court dockets and arbitration records. As of the date of this memorandum, there are no pending lawsuits, arbitrations, or administrative proceedings involving HBT, whether as plaintiff, defendant, or otherwise. The Company has not initiated any litigation against a

VII. REGULATORY MATTERS A. FDA and Clinical Trial Regulatory Status HBT is a clinical-stage biotechnology company, and its operations are subject to extensive regulation by the U.S. Food and Drug Administration ("FDA") and other regulatory authorities. The Company is not yet generating revenue from product sales, and none of its product candidates have received FDA approval. The regulatory status of the Company's pro

VIII. EMPLOYMENT AND BENEFITS A. Employees. As of the date of the due diligence review, HBT employs approximately eighty-five (85) full-time employees. All employees are based at the Company's headquarters in Cambridge, Massachusetts. The Company does not maintain any additional office locations or employ any individuals outside of the Commonwealth of Massachusetts. The workforce includes research scientists, clinica

IX. TAX MATTERS A. Federal and State Tax Filings We have reviewed the Company's federal income tax returns (IRS Form 1120) and Massachusetts state income tax returns for fiscal years 2020, 2021, and 2022. The Company's federal Employer Identification Number is 83-2947156. Based on our review, all returns were filed on a timely basis (including any applicable extensions), and no material underpayments, penalties, or i

X. INSURANCE A. Existing Coverage We have reviewed the Company's existing insurance program, which includes the following policies: • General Liability Insurance: Commercial general liability coverage providing protection against third-party bodily injury, property damage, and personal injury claims. • Directors and Officers Liability Insurance: D&O coverage providing protection for the Company's directors and office

XI. FINANCIAL STATEMENTS AND AUDIT A. Audited Financial Statements We have reviewed the audited financial statements of HBT for fiscal years ended December 31, 2021 and December 31, 2022, which were prepared in accordance with U.S. generally accepted accounting principles ("GAAP") and audited by the Company's independent registered public accounting firm, Whitmore & Gaines LLP (engagement partner: Leonard Brixton). T