Contract analysis

1. Purpose and Engagement Overview Calderwood & Harkness LLP is pleased to confirm the engagement of the Firm by Helix Bio Therapeutics Inc. to serve as outside legal counsel in connection with a proposed de-SPAC business combination (the "Transaction") between HBT and Pinnacle Venture Acquisition Corp., a Cayman Islands exempted company whose securities are listed on The Nasdaq Stock Market LLC ("Nasdaq") under the

2. Scope of Representation The Firm will represent HBT, and only HBT, in its capacity as the target company in connection with the Transaction. Our representation will encompass the legal services described below, which are intended to cover the principal areas of legal work anticipated in connection with a transaction of this nature. The scope of our engagement includes, but is not limited to, the following: (a) Tra

3. Engagement Team and Staffing The Firm has assembled a dedicated team of experienced attorneys to handle this engagement. The core members of the engagement team are as follows: Responsible Partner — Sandra Tung, Partner, Mergers & Acquisitions Group. Sandra will serve as the responsible partner for this engagement. In that capacity, Sandra will provide overall strategic direction for the legal work, supervise all

4. Fees and Billing Arrangements 4.1 Estimated Fees Based on the Firm's preliminary understanding of the scope and anticipated complexity of the Transaction, total legal fees for this engagement are estimated at One Million Two Hundred Thousand Dollars ($1,200,000). This estimate is based on a number of assumptions, including that the Transaction will follow a customary de-SPAC business combination timeline, that the

5. Client Identity and Conflicts The Firm's client in this engagement is Helix Bio Therapeutics Inc., a Delaware corporation. The Firm does not, by virtue of this engagement, represent any individual shareholder, option holder, warrant holder, officer, director, employee, or affiliate of HBT in their personal or individual capacity, and no such person should look to the Firm for legal advice in connection with the Tr

6. Confidentiality The Firm will maintain the confidentiality of all information received from or on behalf of the Company in connection with this engagement, in accordance with the Firm's professional and ethical obligations under the Massachusetts Rules of Professional Conduct and applicable law. All non-public information provided by or on behalf of the Company to the Firm in connection with the engagement shall b

7. Document Retention Upon the conclusion of the engagement, the Firm will, upon the Company's written request, return to the Company all original documents and records provided by the Company to the Firm in connection with the engagement. Copies of such documents and records, as well as the Firm's work product, internal memoranda, attorney notes, research files, correspondence, and other files and records created by

8. Termination Either party may terminate this engagement at any time upon written notice to the other party. Any such termination by the Firm shall be subject to the Firm's obligations under applicable rules of professional conduct, including the obligation to take reasonable steps to protect the Company's interests and to provide sufficient notice to enable the Company to engage substitute counsel. Upon termination

9. Limitation of Liability To the fullest extent permitted by applicable law and the rules of professional conduct, the Firm's aggregate liability to the Company and its affiliates, officers, directors, employees, shareholders, and agents arising out of or in connection with the legal services provided under this engagement letter, whether based on contract, tort (including negligence), strict liability, or any other

10. Governing Law; Dispute Resolution This engagement letter shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without giving effect to any choice-of-law or conflict-of-law rules or provisions that would cause the application of the laws of any other jurisdiction. Any dispute, controversy, or claim arising out of or relating to this engagement letter, the Firm's serv

11. Entire Agreement; Amendments This engagement letter constitutes the entire agreement between the Firm and the Company with respect to the subject matter hereof and supersedes all prior and contemporaneous oral or written agreements, understandings, representations, negotiations, and communications between the parties relating to the Firm's engagement to provide legal services in connection with the Transaction. N

12. Acceptance and Execution If the foregoing terms and conditions are acceptable to you, please confirm your acceptance by signing and returning a copy of this engagement letter to the Firm at your earliest convenience. Please direct the signed engagement letter, together with the initial retainer payment of One Hundred Fifty Thousand Dollars ($150,000), payable by wire transfer or check to the order of Calderwood &