Contract analysis

Section 1.01 Certain Definitions. As used in this Agreement, the following terms shall have the meanings set forth below: "Acquiror" means Pinnacle Venture Acquisition Corp., a Cayman Islands exempted company (and, following the Domestication, a Delaware corporation named Helix Bio Therapeutics Holdings Inc.). "Acquiror Board" means the Board of Directors of PVAC, which, as of the date hereof, consists of Derek Holro

Section 1.02 Table of Defined Terms. The following terms have the meanings set forth in the Sections indicated below:

ARTICLE II THE MERGER; DOMESTICATION

Section 2.01 The Merger. At the Effective Time, on the terms and subject to the conditions of this Agreement and in accordance with the applicable provisions of the DGCL, Merger Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease at the Effective Time, and the Company shall continue as the surviving corporation of the Merger (the "Surviv

Section 2.02 Closing. Unless this Agreement shall have been terminated in accordance with Article VIII, and subject to the satisfaction or, to the extent permitted by applicable Law, waiver of all of the conditions set forth in Article VII (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing), the Closing shal

Section 2.03 Effective Time. On the Closing Date, subject to the provisions of this Agreement, the Parties shall cause a Certificate of Merger to be duly executed, acknowledged, and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL, and shall make all other filings and recordings required under the DGCL in connection with the Merger. The Merger shall bec

Section 2.04 Effects of the Merger. The Merger shall have the effects set forth in this Agreement and in the applicable provisions of the DGCL, including Section 259 thereof. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of the property, rights, privileges, immunities, powers, and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and

Section 2.05 Certificate of Incorporation and Bylaws of the Surviving Corporation. (a) At the Effective Time, the certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, shall be and remain the certificate of incorporation of the Surviving Corporation until thereafter duly amended in accordance with the terms thereof and the DGCL and this Agreement. (b) At the Effective Time

Section 2.06 Directors and Officers of the Surviving Corporation. At the Effective Time, the directors and officers of the Surviving Corporation shall be such Persons as shall be designated by the Company prior to the Closing, subject to the provisions of Section 6.16 regarding the governance of the Combined Company, and such directors and officers shall hold office from and after the Effective Time in accordance wit

Section 2.07 Domestication. Prior to the Effective Time, on the terms and subject to the conditions of this Agreement, PVAC shall cause the Domestication to be effected, including the following: (a) PVAC shall file or cause to be filed a de-registration application with the Cayman Islands Registrar of Companies, in accordance with Part XII of the Companies Act (As Revised) of the Cayman Islands, to de-register PVAC a

Section 2.08 Tax Treatment. (a) The Parties intend that the Merger, together with the Domestication, qualify as a "reorganization" within the meaning of Section 368(a) of the Code, and this Agreement is intended to constitute, and the Parties hereby adopt this Agreement as, a "plan of reorganization" within the meaning of Treasury Regulations Section 1.368-2(g). Each Party shall use its reasonable best efforts to cau

ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY Except as set forth in the corresponding sections or subsections of the Company Disclosure Schedules (it being understood that any disclosure set forth in any section or subsection of the Company Disclosure Schedules shall be deemed to qualify each other section and subsection of this Article III to the extent the relevance of such disclosure to such other sec

Section 3.01 Organization and Qualification. (a) The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Company was incorporated on June 12, 2018. The Company's Employer Identification Number is 83-2947156. The Company's registered agent for service of process in the State of Delaware is CT Statutory Services, 1209 Orange Street, Wilmington, De

Section 3.02 Subsidiaries. The Company does not have, and has never had, any Subsidiaries. The Company does not own, directly or indirectly, any equity or other ownership interest in any other Person.

Section 3.03 Certificate of Incorporation and Bylaws. The Company has made available to PVAC true, correct, and complete copies of the Company Certificate of Incorporation and the bylaws of the Company, in each case as amended and in effect as of the date hereof. The Company is not in violation of any provision of the Company Certificate of Incorporation or its bylaws in any material respect.

Section 3.04 Capitalization. (a) The authorized capital stock of the Company consists of 15,000,000 shares of Company Common Stock, par value $0.001 per share. As of the date hereof, 8,200,000 shares of Company Common Stock are issued and outstanding. No shares of preferred stock of the Company are authorized, issued, or outstanding. (b) All outstanding shares of Company Common Stock are duly authorized, validly issu

Section 3.05 Authority; Binding Nature. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated hereby. The execution, delivery, and performance of this Agreement by the Company and the consummation by the Company of the Merger and the other transactions contempla

Section 3.06 No Conflict; Required Consents. (a) The execution, delivery, and performance of this Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated hereby do not and will not: (i) conflict with or violate any provision of the Company Certificate of Incorporation or the bylaws of the Company; (ii) assuming all Consents, filings, and authorizations contem

Section 3.07 Financial Statements. (a) The Company has delivered to PVAC true, correct, and complete copies of (i) the audited balance sheets of the Company as of December 31, 2021 and December 31, 2022, and the related audited statements of operations, stockholders' equity (deficit), and cash flows for the fiscal years then ended, together with the notes thereto and the report of Whitmore & Gaines LLP thereon (the "

Section 3.08 Absence of Certain Changes. Since December 31, 2022 through the date hereof, (a) the Company has conducted its business in the ordinary course consistent with past practice in all material respects, and (b) there has not occurred any Company Material Adverse Effect. Without limiting the generality of the foregoing, since December 31, 2022, the Company has not: (i) declared, set aside, made, or paid any d

Section 3.09 Undisclosed Liabilities. The Company does not have any liabilities or obligations (whether accrued, absolute, contingent, or otherwise) that would be required to be reflected or reserved against on a balance sheet of the Company prepared in accordance with GAAP, except for (a) liabilities and obligations reflected in or reserved against in the Company Financial Statements, (b) liabilities and obligations

Section 3.10 Litigation. Except as set forth in Section 3.10 of the Company Disclosure Schedules, there are no Actions pending or, t