1046-00001 · Helix Bio Therapeutics Inc · Engagement

engagement-letter-hbt.docx DOCUMENT M&A / Corporate

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CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED

CALDERWOOD & HARKNESS LLP Attorneys at Law One Federal Street, 42nd Floor Boston, Massachusetts 02110

Telephone: (617) 555-8200 Facsimile: (617) 555-8201 www.calderwoodharkness.com

January 30, 2023

Dr. Priya Nandakumar Founder, Chair & Chief Executive Officer Helix Bio Therapeutics Inc. 450 Kendall Street, Suite 800 Cambridge, MA 02142

Dear Dr. Nandakumar:

We are writing to confirm the terms and conditions upon which Calderwood & Harkness LLP (the "Firm," "we," "us," or "our") has been engaged by Helix Bio Therapeutics Inc. ("HBT," the "Company," or "you") to serve as outside legal counsel to HBT in connection with the matters described herein. We appreciate the confidence you and your team have placed in our Firm, and we look forward to the opportunity to work with you on this significant transaction.

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 ticker symbol "PVAC" ("PVAC"). This engagement letter is issued in connection with, and follows the execution of, the Letter of Intent executed on even date herewith (January 30, 2023) between HBT and PVAC, which letter of intent contemplates the negotiation and execution of a definitive Business Combination Agreement and related transaction documentation.

As background, HBT is a Delaware corporation headquartered in Cambridge, Massachusetts. HBT is a clinical-stage biotechnology company engaged in the development of next-generation gene-editing therapies for rare monogenic diseases. The Company has developed a proprietary platform technology and currently has multiple product candidates in various stages of preclinical and clinical development. The Company has assembled a distinguished scientific advisory board and management team with deep expertise in gene therapy, rare disease, and drug development.

The Transaction is expected to involve a forward merger of a newly formed merger subsidiary of PVAC ("Pinnacle Merger Sub Inc." or the "Merger Sub") with and into HBT, with HBT surviving as a wholly owned subsidiary of the combined publicly listed entity (the "Combined Company"), at an implied enterprise value of approximately $40,000,000 (forty million dollars) (the "Enterprise Value"). It is anticipated that the Transaction will be structured to qualify as a tax-free reorganization under Section 368(a) of the Internal Revenue Code of 1986, as amended. The Transaction is expected to be consummated during the second or third quarter of 2023, subject to receipt of required approvals, satisfaction of customary closing conditions, and the absence of material adverse developments.

This engagement letter sets forth the terms and conditions upon which the Firm will provide legal services to HBT in connection with the Transaction, including the scope of our representation, fee arrangements, confidentiality obligations, and other matters of importance to both parties.

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) Transaction Agreements. The Firm will negotiate, draft, and review the Business Combination Agreement (the "BCA") and all ancillary and related agreements contemplated in connection with the Transaction. Such ancillary and related agreements are expected to include, without limitation, the Sponsor Support Agreement between PVAC, Pinnacle Venture Sponsor LLC (the "Sponsor"), and HBT; Private Investment in Public Equity ("PIPE") Subscription Agreements with one or more institutional and/or accredited investors; Lock-Up Agreements to be entered into by certain stockholders of HBT and/or the Sponsor; a Registration Rights Agreement governing the resale registration of securities of the Combined Company; employment agreements, indemnification agreements, and any other agreements ancillary to or contemplated by the BCA or the Transaction. The Firm will also advise on the structure and terms of the consideration to be received by HBT's stockholders, including any earnout or contingent consideration arrangements, and on allocation and adjustment mechanisms.

(b) Due Diligence. The Firm will conduct and coordinate legal due diligence on HBT from the seller-side perspective, including the preparation and organization of a virtual data room and responses to due diligence requests received from PVAC and its counsel. In addition, the Firm will review due diligence materials provided by or on behalf of PVAC and the Sponsor for purposes of advising HBT on risks and issues arising from the buyer-side review. Due diligence areas are expected to include, among others, corporate organization and good standing, capitalization and equity interests (including outstanding options, warrants, and convertible instruments), material contracts, intellectual property (including patents, trademarks, trade secrets, and licenses), real estate (including lease agreements), employment and labor matters (including benefit plans and equity compensation arrangements), pending and threatened litigation, regulatory compliance, environmental matters, insurance coverage, and related areas.

(c) SEC Filings. The Firm will assist with the preparation, review, and filing of the Registration Statement on Form S-4 (or such other form as may be required) to be filed by PVAC (or the Combined Company) with the U.S. Securities and Exchange Commission (the "SEC") in connection with the Transaction. The Registration Statement is expected to include a proxy statement/prospectus to be sent to PVAC's shareholders in connection with the solicitation of their approval of the Transaction. The Firm will assist in responding to any comments received from the SEC staff on the Registration Statement and will advise on other securities law matters arising in connection with the Transaction, including compliance with the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

(d) Third-Party Consents. The Firm will assist in identifying change-of-control consents, waivers, and notices required under HBT's material contracts, leases, licenses, and other agreements in connection with the consummation of the Transaction. The Firm will further assist HBT in preparing and sending required notices and in obtaining requisite consents from applicable counterparties.

(e) Nasdaq Listing. The Firm will assist with the preparation and filing of the Nasdaq listing application for the securities of the Combined Company (or the re-listed entity, as applicable), including advising on compliance with Nasdaq's initial listing standards and ongoing listing requirements.

(f) PIPE Financing. The Firm will negotiate and document the private investment in public equity (PIPE) financing anticipated to close concurrently with the consummation of the Transaction. This will include the preparation and negotiation of PIPE Subscription Agreements with institutional and/or accredited investors, coordination with placement agents (if any), and advice on related securities law compliance matters, including Regulation D under the Securities Act of 1933, as amended.

(g) Closing. The Firm will prepare and coordinate closing deliverables in connection with the consummation of the Transaction, including the preparation of legal opinions to be delivered at closing, officer certificates, secretary's certificates, funds flow memoranda, signature pages, and all other documents and instruments required to be delivered at or in connection with the closing. The Firm will also assist with post-closing filings, including certificates of merger, UCC filings, and any other filings required to effectuate the Transaction.

(h) Corporate Governance. The Firm will advise on post-closing corporate governance matters for the Combined Company, including the drafting and negotiation of the Amended and Restated Certificate of Incorporation and Bylaws of the Combined Company, board composition and committee structures (including audit, compensation, and nominating and corporate governance committees), director and officer indemnification arrangements, and related governance matters intended to ensure compliance with Nasdaq listing standards and applicable law.

(i) Re-Domestication. The Firm will advise on the legal aspects of PVAC's re-domestication from the Cayman Islands to the State of Delaware in connection with the Transaction. This will include advice on the requirements of the Cayman Islands Companies Act (as revised), the Delaware General Corporation Law, and the procedural and documentary steps necessary to effectuate the change of domicile, including the preparation and filing of all required certificates, resolutions, and shareholder approvals.

(j) General Advice. The Firm will provide such other legal advice as is reasonably related to the Transaction and as may be requested by HBT from time to time during the pendency of the engagement, including advice on regulatory developments, market conditions, and other matters bearing on the structure, timing, and consummation of the Transaction.

Matters Outside the Scope of This Engagement. Notwithstanding the foregoing, this engagement does not include the provision of tax advice (other than advice in connection with the structuring of the Transaction as a tax-free reorganization and related transaction-specific tax matters), regulatory filings with the U.S. Food and Drug Administration (the "FDA") or any other health regulatory agencies, patent prosecution or patent litigation, or any other legal services not specifically described herein or reasonably related to the Transaction. The Firm recommends that HBT engage separate counsel or advisors with appropriate expertise for such matters as needed. The Firm is happy to provide recommendations for specialized counsel in any of these areas upon request.

For the avoidance of doubt, HBT acknowledges that Hargrove Slater & Dunn LLP serves as legal counsel to PVAC and its sponsor, Pinnacle Venture Sponsor LLC, in connection with the Transaction. The Firm does not represent, and will not represent, PVAC, Pinnacle Venture Sponsor LLC, Pinnacle Merger Sub Inc., or any PIPE investor in connection with the Transaction. Each of such persons and entities should look to their own counsel for legal advice in connection with the Transaction.

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 members of the engagement team, and maintain principal responsibility for the quality and timeliness of the Firm's work product. Sandra has over twenty years of experience advising public and private companies in complex M&A transactions, including de-SPAC business combinations, and brings extensive knowledge of the regulatory, securities law, and governance considerations relevant to this Transaction.

Billing Partner — Oliver Mackenzie, Partner, Mergers & Acquisitions Group. Oliver will serve as the billing partner for this engagement. Oliver will be the primary contact for all billing, fee-related, and administrative matters arising under this engagement letter. In addition to his billing responsibilities, Oliver will contribute substantively to the negotiation and drafting of Transaction documentation and will be available as a resource to the engagement team throughout the course of the engagement.

Lead Associate — Ryan Kowalski, Associate, Mergers & Acquisitions Group. Ryan will serve as the lead associate on this engagement and will be responsible for day-to-day transaction management, including coordination of due diligence, initial drafting and markup of Transaction agreements and ancillary documents, preparation of closing checklists and deliverable schedules, and regular communication with the Company's internal team and other advisors. Ryan has significant experience in de-SPAC transactions and public company M&A.

Working Associate — Megan Chu, Associate, Mergers & Acquisitions Group. Megan will support the engagement team in all aspects of the Transaction, with particular responsibility for due diligence review and coordination, document management, and the drafting and review of ancillary agreements and disclosure schedules. Megan brings strong skills in corporate law and securities compliance.

The Firm may, from time to time, engage additional attorneys, paralegals, or other professionals within the Firm as reasonably necessary to staff the engagement effectively and efficiently. This may include specialists in securities law, tax, intellectual property, real estate, employment and benefits, and other practice areas as the needs of the engagement require. The Firm will endeavor to keep the engagement team as lean and efficient as practicable, and will avoid unnecessary duplication of effort. To the extent that additional personnel are staffed on the engagement, they will bill at their standard hourly rates, which will be communicated to the Company upon request.

Any questions regarding day-to-day matters relating to the Transaction should be directed to Sandra Tung (stung@calderwoodharkness.com; direct dial: (617) 555-8214) or Ryan Kowalski (rkowalski@calderwoodharkness.com; direct dial: (617) 555-8237).

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 parties will negotiate and execute a definitive BCA within a reasonable timeframe, that the SEC review process will involve no more than two rounds of comments on the Registration Statement, that due diligence will not reveal material issues requiring extraordinary legal analysis or remediation, and that the Transaction will close in a single stage without material restructuring.

This estimate is provided for budgeting and planning purposes only and does not constitute a cap, a fixed fee, a guaranteed maximum, or a binding commitment by the Firm regarding total fees. Actual fees may be higher or lower than the estimate depending on a number of factors, including but not limited to: the complexity and duration of negotiations with PVAC and the Sponsor; the nature and extent of SEC staff comments on the Registration Statement and the number of rounds of review required; the scope and results of legal due diligence; the number and complexity of ancillary agreements, PIPE subscription agreements, and other Transaction documents; any litigation, regulatory proceedings, or third-party challenges arising in connection with the Transaction; and other factors that may affect the volume and complexity of legal work required.

The Firm will promptly advise the Company if, at any point during the engagement, it appears that total fees are likely to materially exceed the estimate set forth above. In such event, the Firm will discuss the reasons for the anticipated variance with the Company and will work collaboratively with the Company to manage costs to the extent practicable without compromising the quality or timeliness of the legal services.

4.2 Billing Rates

Fees for legal services rendered in connection with this engagement will be calculated based on the Firm's standard hourly billing rates for each timekeeper involved, as in effect from time to time during the course of the engagement. The current hourly billing rates for the core members of the engagement team are as follows:

Rates for other Firm attorneys and professionals who may be involved in the engagement from time to time (including partners, counsel, associates, and paralegals in other practice groups) will be at their respective standard hourly rates, which vary based on seniority, experience, and specialization. A schedule of current rates for such additional timekeepers will be provided to the Company upon request.

The Firm's hourly billing rates are subject to periodic adjustment, typically on an annual basis effective as of January 1 of each calendar year. Any rate increases occurring during the term of this engagement will be communicated to the Company in advance of the effective date of such increases and will apply to all time recorded on or after the effective date.

4.3 Disbursements and Expenses

In addition to professional fees for legal services, the Company will be responsible for the reimbursement of all reasonable out-of-pocket expenses and disbursements incurred by the Firm in connection with the engagement. Such expenses may include, without limitation: travel expenses (including airfare, hotel, ground transportation, and meals) incurred in connection with in-person meetings, closings, or other travel reasonably required for the engagement; filing fees (including SEC filing fees, state filing fees, and Nasdaq application fees); document production, printing, and copying costs; messenger, courier, and overnight delivery charges; computerized legal research charges (including Westmark Data Systems, Sundial Solutions, and similar services); long-distance telephone and videoconference charges; and other similar costs and charges reasonably incurred in the performance of the Firm's services hereunder. The Firm will endeavor to manage disbursements prudently and will seek the Company's prior approval before incurring any single extraordinary expense in excess of $5,000.

4.4 Invoicing and Payment

The Firm will issue invoices to the Company on a monthly basis, in arrears, for professional fees and disbursements incurred during the preceding calendar month. Each invoice will include a summary of professional time recorded by each timekeeper, together with a narrative description of the work performed, and an itemization of disbursements and expenses. Invoices will be sent to the attention of the Company's Chief Financial Officer (or such other person as the Company may designate in writing) at the Company's address set forth above, or by electronic mail to such address as the Company may specify.

Payment of each invoice is due within thirty (30) days of the date of such invoice. Amounts not paid within such thirty-day period may, at the Firm's discretion, accrue interest at the rate of one percent (1.0%) per month (or, if less, the maximum rate permitted by applicable law) from the date of the invoice until the date of payment in full. The Firm reserves the right, upon written notice to the Company, to suspend the provision of legal services in the event of a material delinquency in payment, subject to the Firm's obligations under applicable rules of professional conduct.

4.5 Retainer. Upon execution of this engagement letter, the Company shall pay to the Firm an initial retainer in the amount of One Hundred Fifty Thousand Dollars ($150,000) (the "Retainer"). The Retainer will be deposited into and held in the Firm's client trust account (IOLTA account) in accordance with the requirements of the Massachusetts Rules of Professional Conduct. The Retainer will not be applied against interim invoices but will be applied against the final invoice or invoices rendered in connection with the engagement. In the event that the Retainer exceeds the amount of the final invoice(s), any unused portion of the Retainer will be refunded to the Company promptly following the conclusion of the engagement or the final application of such funds, whichever occurs later. The Retainer is not intended to be an estimate of total fees and should not be construed as such.

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 Transaction or otherwise, unless a separate engagement letter is executed between the Firm and such individual. In particular, the interests of the Company and its individual officers, directors, and shareholders may diverge in certain respects in connection with the Transaction, and each such person is encouraged to consult with his or her own independent legal counsel as to matters affecting his or her individual interests.

Prior to accepting this engagement, the Firm conducted a conflict of interest check in accordance with the Massachusetts Rules of Professional Conduct and the Firm's internal conflict clearance procedures. As of the date hereof, the Firm has identified no conflicts of interest that would preclude the Firm from undertaking this engagement or that would materially impair the Firm's ability to represent HBT in connection with the Transaction. Should any actual or potential conflict of interest arise during the course of the engagement, the Firm will promptly notify the Company and take appropriate steps to address the conflict, which may include obtaining informed written consent from affected parties or, if necessary, withdrawing from the engagement in whole or in part.

The Company acknowledges that Calderwood & Harkness LLP is a large, multi-practice law firm with offices in several cities and that the Firm may currently represent, or may in the future represent, other clients in matters wholly unrelated to the Transaction, which clients may include entities or individuals whose interests are or may be adverse to HBT in those other, unrelated matters. Nothing in this engagement letter shall be construed to preclude the Firm from undertaking or continuing any such representations in matters unrelated to this engagement, provided that (i) there is no substantial relationship between such other matters and this engagement, and (ii) no confidential information of HBT obtained in connection with this engagement would be used in connection with such other representations.

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 be treated as confidential and shall be used by the Firm solely for the purpose of rendering legal services to the Company under this engagement letter.

The Firm will not disclose confidential information of the Company to any third party without the Company's prior written consent, except in the following limited circumstances: (i) as required by applicable law, regulation, court order, or subpoena; (ii) as required by the rules of professional conduct applicable to the Firm's attorneys; (iii) as necessary in the performance of the Firm's obligations under this engagement letter, including disclosures to third parties in connection with the Transaction that have been authorized by the Company (for example, disclosures made in the ordinary course of due diligence, negotiation, or the SEC filing process, in each case with the Company's knowledge and authorization); or (iv) to the extent that such information is or becomes publicly available through no fault of the Firm.

The Firm's confidentiality obligations as set forth in this Section 6 shall survive the termination, expiration, or conclusion of this engagement and shall continue indefinitely, subject only to the exceptions set forth above.

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 or on behalf of the Firm in the course of the engagement (collectively, "Firm Files"), may be retained by the Firm in accordance with the Firm's standard document retention policies, subject to the confidentiality obligations set forth in Section 6 above.

The Firm reserves the right to destroy or dispose of Firm Files and copies of client documents in accordance with its internal document retention policy after a period of not less than ten (10) years following the conclusion of the engagement, unless the Company provides written instructions to the Firm directing that specific files or documents be preserved for a longer period. The Company acknowledges that the Firm may convert paper files to electronic format and may store engagement files electronically during the retention period. The Firm will notify the Company in writing prior to any destruction of files if the Company has previously requested that the Firm retain specific documents beyond the standard retention period.

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 of the engagement by either party, the Company shall remain responsible for the payment of all fees for legal services rendered and all disbursements and expenses incurred by the Firm through the effective date of termination. The Firm will promptly render a final invoice upon termination and will cooperate with the Company and any successor counsel to effect an orderly transition of the engagement, including the transfer of relevant files and documents.

The provisions of Section 6 (Confidentiality), Section 7 (Document Retention), Section 9 (Limitation of Liability), and Section 10 (Governing Law; Dispute Resolution) of this engagement letter shall survive the termination or conclusion of this engagement.

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 theory of liability, shall not exceed the total amount of fees actually paid by the Company to the Firm for services rendered under this engagement. This limitation of liability shall not apply to the extent that it is prohibited by applicable law or by the rules of professional conduct governing attorneys licensed in the Commonwealth of Massachusetts.

In no event shall the Firm, its partners, associates, employees, or agents be liable to the Company or any other person or entity for any consequential, incidental, indirect, special, exemplary, or punitive damages of any kind, including but not limited to lost profits, loss of business opportunity, diminution in value, or loss of data, arising out of or in connection with the services provided under this engagement, regardless of whether such damages were foreseeable and regardless of whether the Firm has been advised of the possibility of such damages.

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 services hereunder, or the relationship between the parties, whether based on contract, tort, statute, or any other legal theory, shall be submitted to final and binding arbitration administered in Boston, Massachusetts, in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. The arbitration shall be conducted by a single arbitrator mutually selected by the parties or, if the parties are unable to agree on an arbitrator within thirty (30) days after a demand for arbitration is served, by an arbitrator appointed by the American Arbitration Association. The arbitrator shall have the authority to award any relief that would be available in a court of competent jurisdiction, provided that the arbitrator shall not award consequential, incidental, indirect, special, exemplary, or punitive damages to either party. The decision of the arbitrator shall be final, binding, and enforceable in any court of competent jurisdiction. Each party shall bear its own attorneys' fees and costs in connection with any arbitration proceeding, unless the arbitrator determines that a different allocation is warranted under the circumstances. Notwithstanding the foregoing, the parties may mutually agree in writing to submit any dispute to an alternative forum, including mediation or litigation, in lieu of arbitration.

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. No prior course of dealing, usage of trade, or oral or written statement by any person shall be relevant to supplement, explain, or vary any of the terms of this engagement letter.

This engagement letter may not be amended, modified, supplemented, or waived except by a written instrument duly executed by an authorized representative of each of the Firm and the Company. No waiver of any provision of this engagement letter shall be effective unless made in writing, and no such waiver shall constitute a waiver of any other provision or of the same provision on any other occasion.

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 & Harkness LLP Client Trust Account, to the attention of:

Oliver Mackenzie, Partner Calderwood & Harkness LLP One Federal Street, 42nd Floor Boston, MA 02110

Email: omackenzie@calderwoodharkness.com

Telephone: (617) 555-8222

Wire transfer instructions for the Firm's client trust account will be provided separately upon request.

We are genuinely enthusiastic about this engagement and the opportunity to work with you, Dr. Nandakumar, and the entire Helix Bio Therapeutics team on this important transaction. We believe the Transaction has the potential to represent a transformative milestone for HBT, and we are committed to bringing the full resources and capabilities of Calderwood & Harkness LLP to bear in support of a successful outcome. Please do not hesitate to contact Sandra Tung or Ryan Kowalski at any time with questions or to discuss any aspect of this engagement.

We look forward to getting started.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Sandra Tung, Partner Mergers & Acquisitions Group One Federal Street, 42nd Floor Boston, MA 02110 Direct: (617) 555-8214

Email: stung@calderwoodharkness.com

ACCEPTANCE AND ACKNOWLEDGMENT

By signing below, the undersigned confirms that he or she has read and understands the foregoing engagement letter and that Helix Bio Therapeutics Inc. agrees to be bound by the terms and conditions set forth therein.

AGREED AND ACCEPTED:

HELIX BIO THERAPEUTICS INC.

By: ________

Name: Dr. Priya Nandakumar

Title: Chair & Chief Executive Officer

Date: January 30, 2023

Address:

450 Kendall Street, Suite 800 Cambridge, MA 02142

cc: Oliver Mackenzie, Partner (Billing Partner), Calderwood & Harkness LLP cc: Ryan Kowalski, Associate (Lead Associate), Calderwood & Harkness LLP

Enclosure: Firm's Standard Terms of Engagement (incorporated herein by reference)

Timekeeper	Position	Hourly Rate
Sandra Tung	Partner	$1,250
Oliver Mackenzie	Partner	$1,200
Ryan Kowalski	Associate	$750
Megan Chu	Associate	$650

CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED
CALDERWOOD & HARKNESS LLP Attorneys at Law One Federal Street, 42nd Floor Boston, Massachusetts 02110
Telephone: (617) 555-8200 Facsimile: (617) 555-8201 www.calderwoodharkness.com
January 30, 2023
Dr. Priya Nandakumar Founder, Chair & Chief Executive Officer Helix Bio Therapeutics Inc. 450 Kendall Street, Suite 800 Cambridge, MA 02142
Dear Dr. Nandakumar:
We are writing to confirm the terms and conditions upon which Calderwood & Harkness LLP (the "Firm," "we," "us," or "our") has been engaged by Helix Bio Therapeutics Inc. ("HBT," the "Company," or "you") to serve as outside legal counsel to HBT in connection with the matters described herein. We appreciate the confidence you and your team have placed in our Firm, and we look forward to the opportunity to work with you on this significant transaction.
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 ticker symbol "PVAC" ("PVAC"). This engagement letter is issued in connection with, and follows the execution of, the Letter of Intent executed on even date herewith (January 30, 2023) between HBT and PVAC, which letter of intent contemplates the negotiation and execution of a definitive Business Combination Agreement and related transaction documentation.
As background, HBT is a Delaware corporation headquartered in Cambridge, Massachusetts. HBT is a clinical-stage biotechnology company engaged in the development of next-generation gene-editing therapies for rare monogenic diseases. The Company has developed a proprietary platform technology and currently has multiple product candidates in various stages of preclinical and clinical development. The Company has assembled a distinguished scientific advisory board and management team with deep expertise in gene therapy, rare disease, and drug development.
The Transaction is expected to involve a forward merger of a newly formed merger subsidiary of PVAC ("Pinnacle Merger Sub Inc." or the "Merger Sub") with and into HBT, with HBT surviving as a wholly owned subsidiary of the combined publicly listed entity (the "Combined Company"), at an implied enterprise value of approximately $40,000,000 (forty million dollars) (the "Enterprise Value"). It is anticipated that the Transaction will be structured to qualify as a tax-free reorganization under Section 368(a) of the Internal Revenue Code of 1986, as amended. The Transaction is expected to be consummated during the second or third quarter of 2023, subject to receipt of required approvals, satisfaction of customary closing conditions, and the absence of material adverse developments.
This engagement letter sets forth the terms and conditions upon which the Firm will provide legal services to HBT in connection with the Transaction, including the scope of our representation, fee arrangements, confidentiality obligations, and other matters of importance to both parties.
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) Transaction Agreements. The Firm will negotiate, draft, and review the Business Combination Agreement (the "BCA") and all ancillary and related agreements contemplated in connection with the Transaction. Such ancillary and related agreements are expected to include, without limitation, the Sponsor Support Agreement between PVAC, Pinnacle Venture Sponsor LLC (the "Sponsor"), and HBT; Private Investment in Public Equity ("PIPE") Subscription Agreements with one or more institutional and/or accredited investors; Lock-Up Agreements to be entered into by certain stockholders of HBT and/or the Sponsor; a Registration Rights Agreement governing the resale registration of securities of the Combined Company; employment agreements, indemnification agreements, and any other agreements ancillary to or contemplated by the BCA or the Transaction. The Firm will also advise on the structure and terms of the consideration to be received by HBT's stockholders, including any earnout or contingent consideration arrangements, and on allocation and adjustment mechanisms.
(b) Due Diligence. The Firm will conduct and coordinate legal due diligence on HBT from the seller-side perspective, including the preparation and organization of a virtual data room and responses to due diligence requests received from PVAC and its counsel. In addition, the Firm will review due diligence materials provided by or on behalf of PVAC and the Sponsor for purposes of advising HBT on risks and issues arising from the buyer-side review. Due diligence areas are expected to include, among others, corporate organization and good standing, capitalization and equity interests (including outstanding options, warrants, and convertible instruments), material contracts, intellectual property (including patents, trademarks, trade secrets, and licenses), real estate (including lease agreements), employment and labor matters (including benefit plans and equity compensation arrangements), pending and threatened litigation, regulatory compliance, environmental matters, insurance coverage, and related areas.
(c) SEC Filings. The Firm will assist with the preparation, review, and filing of the Registration Statement on Form S-4 (or such other form as may be required) to be filed by PVAC (or the Combined Company) with the U.S. Securities and Exchange Commission (the "SEC") in connection with the Transaction. The Registration Statement is expected to include a proxy statement/prospectus to be sent to PVAC's shareholders in connection with the solicitation of their approval of the Transaction. The Firm will assist in responding to any comments received from the SEC staff on the Registration Statement and will advise on other securities law matters arising in connection with the Transaction, including compliance with the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
(d) Third-Party Consents. The Firm will assist in identifying change-of-control consents, waivers, and notices required under HBT's material contracts, leases, licenses, and other agreements in connection with the consummation of the Transaction. The Firm will further assist HBT in preparing and sending required notices and in obtaining requisite consents from applicable counterparties.
(e) Nasdaq Listing. The Firm will assist with the preparation and filing of the Nasdaq listing application for the securities of the Combined Company (or the re-listed entity, as applicable), including advising on compliance with Nasdaq's initial listing standards and ongoing listing requirements.
(f) PIPE Financing. The Firm will negotiate and document the private investment in public equity (PIPE) financing anticipated to close concurrently with the consummation of the Transaction. This will include the preparation and negotiation of PIPE Subscription Agreements with institutional and/or accredited investors, coordination with placement agents (if any), and advice on related securities law compliance matters, including Regulation D under the Securities Act of 1933, as amended.
(g) Closing. The Firm will prepare and coordinate closing deliverables in connection with the consummation of the Transaction, including the preparation of legal opinions to be delivered at closing, officer certificates, secretary's certificates, funds flow memoranda, signature pages, and all other documents and instruments required to be delivered at or in connection with the closing. The Firm will also assist with post-closing filings, including certificates of merger, UCC filings, and any other filings required to effectuate the Transaction.
(h) Corporate Governance. The Firm will advise on post-closing corporate governance matters for the Combined Company, including the drafting and negotiation of the Amended and Restated Certificate of Incorporation and Bylaws of the Combined Company, board composition and committee structures (including audit, compensation, and nominating and corporate governance committees), director and officer indemnification arrangements, and related governance matters intended to ensure compliance with Nasdaq listing standards and applicable law.
(i) Re-Domestication. The Firm will advise on the legal aspects of PVAC's re-domestication from the Cayman Islands to the State of Delaware in connection with the Transaction. This will include advice on the requirements of the Cayman Islands Companies Act (as revised), the Delaware General Corporation Law, and the procedural and documentary steps necessary to effectuate the change of domicile, including the preparation and filing of all required certificates, resolutions, and shareholder approvals.
(j) General Advice. The Firm will provide such other legal advice as is reasonably related to the Transaction and as may be requested by HBT from time to time during the pendency of the engagement, including advice on regulatory developments, market conditions, and other matters bearing on the structure, timing, and consummation of the Transaction.
Matters Outside the Scope of This Engagement. Notwithstanding the foregoing, this engagement does not include the provision of tax advice (other than advice in connection with the structuring of the Transaction as a tax-free reorganization and related transaction-specific tax matters), regulatory filings with the U.S. Food and Drug Administration (the "FDA") or any other health regulatory agencies, patent prosecution or patent litigation, or any other legal services not specifically described herein or reasonably related to the Transaction. The Firm recommends that HBT engage separate counsel or advisors with appropriate expertise for such matters as needed. The Firm is happy to provide recommendations for specialized counsel in any of these areas upon request.
For the avoidance of doubt, HBT acknowledges that Hargrove Slater & Dunn LLP serves as legal counsel to PVAC and its sponsor, Pinnacle Venture Sponsor LLC, in connection with the Transaction. The Firm does not represent, and will not represent, PVAC, Pinnacle Venture Sponsor LLC, Pinnacle Merger Sub Inc., or any PIPE investor in connection with the Transaction. Each of such persons and entities should look to their own counsel for legal advice in connection with the Transaction.
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 members of the engagement team, and maintain principal responsibility for the quality and timeliness of the Firm's work product. Sandra has over twenty years of experience advising public and private companies in complex M&A transactions, including de-SPAC business combinations, and brings extensive knowledge of the regulatory, securities law, and governance considerations relevant to this Transaction.
Billing Partner — Oliver Mackenzie, Partner, Mergers & Acquisitions Group. Oliver will serve as the billing partner for this engagement. Oliver will be the primary contact for all billing, fee-related, and administrative matters arising under this engagement letter. In addition to his billing responsibilities, Oliver will contribute substantively to the negotiation and drafting of Transaction documentation and will be available as a resource to the engagement team throughout the course of the engagement.
Lead Associate — Ryan Kowalski, Associate, Mergers & Acquisitions Group. Ryan will serve as the lead associate on this engagement and will be responsible for day-to-day transaction management, including coordination of due diligence, initial drafting and markup of Transaction agreements and ancillary documents, preparation of closing checklists and deliverable schedules, and regular communication with the Company's internal team and other advisors. Ryan has significant experience in de-SPAC transactions and public company M&A.
Working Associate — Megan Chu, Associate, Mergers & Acquisitions Group. Megan will support the engagement team in all aspects of the Transaction, with particular responsibility for due diligence review and coordination, document management, and the drafting and review of ancillary agreements and disclosure schedules. Megan brings strong skills in corporate law and securities compliance.
The Firm may, from time to time, engage additional attorneys, paralegals, or other professionals within the Firm as reasonably necessary to staff the engagement effectively and efficiently. This may include specialists in securities law, tax, intellectual property, real estate, employment and benefits, and other practice areas as the needs of the engagement require. The Firm will endeavor to keep the engagement team as lean and efficient as practicable, and will avoid unnecessary duplication of effort. To the extent that additional personnel are staffed on the engagement, they will bill at their standard hourly rates, which will be communicated to the Company upon request.
Any questions regarding day-to-day matters relating to the Transaction should be directed to Sandra Tung (stung@calderwoodharkness.com; direct dial: (617) 555-8214) or Ryan Kowalski (rkowalski@calderwoodharkness.com; direct dial: (617) 555-8237).
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 parties will negotiate and execute a definitive BCA within a reasonable timeframe, that the SEC review process will involve no more than two rounds of comments on the Registration Statement, that due diligence will not reveal material issues requiring extraordinary legal analysis or remediation, and that the Transaction will close in a single stage without material restructuring.
This estimate is provided for budgeting and planning purposes only and does not constitute a cap, a fixed fee, a guaranteed maximum, or a binding commitment by the Firm regarding total fees. Actual fees may be higher or lower than the estimate depending on a number of factors, including but not limited to: the complexity and duration of negotiations with PVAC and the Sponsor; the nature and extent of SEC staff comments on the Registration Statement and the number of rounds of review required; the scope and results of legal due diligence; the number and complexity of ancillary agreements, PIPE subscription agreements, and other Transaction documents; any litigation, regulatory proceedings, or third-party challenges arising in connection with the Transaction; and other factors that may affect the volume and complexity of legal work required.
The Firm will promptly advise the Company if, at any point during the engagement, it appears that total fees are likely to materially exceed the estimate set forth above. In such event, the Firm will discuss the reasons for the anticipated variance with the Company and will work collaboratively with the Company to manage costs to the extent practicable without compromising the quality or timeliness of the legal services.
4.2 Billing Rates
Fees for legal services rendered in connection with this engagement will be calculated based on the Firm's standard hourly billing rates for each timekeeper involved, as in effect from time to time during the course of the engagement. The current hourly billing rates for the core members of the engagement team are as follows:
Rates for other Firm attorneys and professionals who may be involved in the engagement from time to time (including partners, counsel, associates, and paralegals in other practice groups) will be at their respective standard hourly rates, which vary based on seniority, experience, and specialization. A schedule of current rates for such additional timekeepers will be provided to the Company upon request.
The Firm's hourly billing rates are subject to periodic adjustment, typically on an annual basis effective as of January 1 of each calendar year. Any rate increases occurring during the term of this engagement will be communicated to the Company in advance of the effective date of such increases and will apply to all time recorded on or after the effective date.
4.3 Disbursements and Expenses
In addition to professional fees for legal services, the Company will be responsible for the reimbursement of all reasonable out-of-pocket expenses and disbursements incurred by the Firm in connection with the engagement. Such expenses may include, without limitation: travel expenses (including airfare, hotel, ground transportation, and meals) incurred in connection with in-person meetings, closings, or other travel reasonably required for the engagement; filing fees (including SEC filing fees, state filing fees, and Nasdaq application fees); document production, printing, and copying costs; messenger, courier, and overnight delivery charges; computerized legal research charges (including Westmark Data Systems, Sundial Solutions, and similar services); long-distance telephone and videoconference charges; and other similar costs and charges reasonably incurred in the performance of the Firm's services hereunder. The Firm will endeavor to manage disbursements prudently and will seek the Company's prior approval before incurring any single extraordinary expense in excess of $5,000.
4.4 Invoicing and Payment
The Firm will issue invoices to the Company on a monthly basis, in arrears, for professional fees and disbursements incurred during the preceding calendar month. Each invoice will include a summary of professional time recorded by each timekeeper, together with a narrative description of the work performed, and an itemization of disbursements and expenses. Invoices will be sent to the attention of the Company's Chief Financial Officer (or such other person as the Company may designate in writing) at the Company's address set forth above, or by electronic mail to such address as the Company may specify.
Payment of each invoice is due within thirty (30) days of the date of such invoice. Amounts not paid within such thirty-day period may, at the Firm's discretion, accrue interest at the rate of one percent (1.0%) per month (or, if less, the maximum rate permitted by applicable law) from the date of the invoice until the date of payment in full. The Firm reserves the right, upon written notice to the Company, to suspend the provision of legal services in the event of a material delinquency in payment, subject to the Firm's obligations under applicable rules of professional conduct.
4.5 Retainer.  Upon execution of this engagement letter, the Company shall pay to the Firm an initial retainer in the amount of One Hundred Fifty Thousand Dollars ($150,000) (the "Retainer"). The Retainer will be deposited into and held in the Firm's client trust account (IOLTA account) in accordance with the requirements of the Massachusetts Rules of Professional Conduct. The Retainer will not be applied against interim invoices but will be applied against the final invoice or invoices rendered in connection with the engagement. In the event that the Retainer exceeds the amount of the final invoice(s), any unused portion of the Retainer will be refunded to the Company promptly following the conclusion of the engagement or the final application of such funds, whichever occurs later. The Retainer is not intended to be an estimate of total fees and should not be construed as such.
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 Transaction or otherwise, unless a separate engagement letter is executed between the Firm and such individual. In particular, the interests of the Company and its individual officers, directors, and shareholders may diverge in certain respects in connection with the Transaction, and each such person is encouraged to consult with his or her own independent legal counsel as to matters affecting his or her individual interests.
Prior to accepting this engagement, the Firm conducted a conflict of interest check in accordance with the Massachusetts Rules of Professional Conduct and the Firm's internal conflict clearance procedures. As of the date hereof, the Firm has identified no conflicts of interest that would preclude the Firm from undertaking this engagement or that would materially impair the Firm's ability to represent HBT in connection with the Transaction. Should any actual or potential conflict of interest arise during the course of the engagement, the Firm will promptly notify the Company and take appropriate steps to address the conflict, which may include obtaining informed written consent from affected parties or, if necessary, withdrawing from the engagement in whole or in part.
The Company acknowledges that Calderwood & Harkness LLP is a large, multi-practice law firm with offices in several cities and that the Firm may currently represent, or may in the future represent, other clients in matters wholly unrelated to the Transaction, which clients may include entities or individuals whose interests are or may be adverse to HBT in those other, unrelated matters. Nothing in this engagement letter shall be construed to preclude the Firm from undertaking or continuing any such representations in matters unrelated to this engagement, provided that (i) there is no substantial relationship between such other matters and this engagement, and (ii) no confidential information of HBT obtained in connection with this engagement would be used in connection with such other representations.
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 be treated as confidential and shall be used by the Firm solely for the purpose of rendering legal services to the Company under this engagement letter.
The Firm will not disclose confidential information of the Company to any third party without the Company's prior written consent, except in the following limited circumstances: (i) as required by applicable law, regulation, court order, or subpoena; (ii) as required by the rules of professional conduct applicable to the Firm's attorneys; (iii) as necessary in the performance of the Firm's obligations under this engagement letter, including disclosures to third parties in connection with the Transaction that have been authorized by the Company (for example, disclosures made in the ordinary course of due diligence, negotiation, or the SEC filing process, in each case with the Company's knowledge and authorization); or (iv) to the extent that such information is or becomes publicly available through no fault of the Firm.
The Firm's confidentiality obligations as set forth in this Section 6 shall survive the termination, expiration, or conclusion of this engagement and shall continue indefinitely, subject only to the exceptions set forth above.
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 or on behalf of the Firm in the course of the engagement (collectively, "Firm Files"), may be retained by the Firm in accordance with the Firm's standard document retention policies, subject to the confidentiality obligations set forth in Section 6 above.
The Firm reserves the right to destroy or dispose of Firm Files and copies of client documents in accordance with its internal document retention policy after a period of not less than ten (10) years following the conclusion of the engagement, unless the Company provides written instructions to the Firm directing that specific files or documents be preserved for a longer period. The Company acknowledges that the Firm may convert paper files to electronic format and may store engagement files electronically during the retention period. The Firm will notify the Company in writing prior to any destruction of files if the Company has previously requested that the Firm retain specific documents beyond the standard retention period.
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 of the engagement by either party, the Company shall remain responsible for the payment of all fees for legal services rendered and all disbursements and expenses incurred by the Firm through the effective date of termination. The Firm will promptly render a final invoice upon termination and will cooperate with the Company and any successor counsel to effect an orderly transition of the engagement, including the transfer of relevant files and documents.
The provisions of Section 6 (Confidentiality), Section 7 (Document Retention), Section 9 (Limitation of Liability), and Section 10 (Governing Law; Dispute Resolution) of this engagement letter shall survive the termination or conclusion of this engagement.
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 theory of liability, shall not exceed the total amount of fees actually paid by the Company to the Firm for services rendered under this engagement. This limitation of liability shall not apply to the extent that it is prohibited by applicable law or by the rules of professional conduct governing attorneys licensed in the Commonwealth of Massachusetts.
In no event shall the Firm, its partners, associates, employees, or agents be liable to the Company or any other person or entity for any consequential, incidental, indirect, special, exemplary, or punitive damages of any kind, including but not limited to lost profits, loss of business opportunity, diminution in value, or loss of data, arising out of or in connection with the services provided under this engagement, regardless of whether such damages were foreseeable and regardless of whether the Firm has been advised of the possibility of such damages.
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 services hereunder, or the relationship between the parties, whether based on contract, tort, statute, or any other legal theory, shall be submitted to final and binding arbitration administered in Boston, Massachusetts, in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. The arbitration shall be conducted by a single arbitrator mutually selected by the parties or, if the parties are unable to agree on an arbitrator within thirty (30) days after a demand for arbitration is served, by an arbitrator appointed by the American Arbitration Association. The arbitrator shall have the authority to award any relief that would be available in a court of competent jurisdiction, provided that the arbitrator shall not award consequential, incidental, indirect, special, exemplary, or punitive damages to either party. The decision of the arbitrator shall be final, binding, and enforceable in any court of competent jurisdiction. Each party shall bear its own attorneys' fees and costs in connection with any arbitration proceeding, unless the arbitrator determines that a different allocation is warranted under the circumstances. Notwithstanding the foregoing, the parties may mutually agree in writing to submit any dispute to an alternative forum, including mediation or litigation, in lieu of arbitration.
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. No prior course of dealing, usage of trade, or oral or written statement by any person shall be relevant to supplement, explain, or vary any of the terms of this engagement letter.
This engagement letter may not be amended, modified, supplemented, or waived except by a written instrument duly executed by an authorized representative of each of the Firm and the Company. No waiver of any provision of this engagement letter shall be effective unless made in writing, and no such waiver shall constitute a waiver of any other provision or of the same provision on any other occasion.
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 & Harkness LLP Client Trust Account, to the attention of:
Oliver Mackenzie, Partner Calderwood & Harkness LLP One Federal Street, 42nd Floor Boston, MA 02110
Email: omackenzie@calderwoodharkness.com
Telephone: (617) 555-8222
Wire transfer instructions for the Firm's client trust account will be provided separately upon request.
We are genuinely enthusiastic about this engagement and the opportunity to work with you, Dr. Nandakumar, and the entire Helix Bio Therapeutics team on this important transaction. We believe the Transaction has the potential to represent a transformative milestone for HBT, and we are committed to bringing the full resources and capabilities of Calderwood & Harkness LLP to bear in support of a successful outcome. Please do not hesitate to contact Sandra Tung or Ryan Kowalski at any time with questions or to discuss any aspect of this engagement.
We look forward to getting started.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Sandra Tung, Partner Mergers & Acquisitions Group One Federal Street, 42nd Floor Boston, MA 02110 Direct: (617) 555-8214
Email: stung@calderwoodharkness.com
ACCEPTANCE AND ACKNOWLEDGMENT
By signing below, the undersigned confirms that he or she has read and understands the foregoing engagement letter and that Helix Bio Therapeutics Inc. agrees to be bound by the terms and conditions set forth therein.
AGREED AND ACCEPTED:
HELIX BIO THERAPEUTICS INC.
By: ________
Name: Dr. Priya Nandakumar
Title: Chair & Chief Executive Officer
Date: January 30, 2023
Address:
450 Kendall Street, Suite 800 Cambridge, MA 02142
cc: Oliver Mackenzie, Partner (Billing Partner), Calderwood & Harkness LLP cc: Ryan Kowalski, Associate (Lead Associate), Calderwood & Harkness LLP
Enclosure: Firm's Standard Terms of Engagement (incorporated herein by reference)
Timekeeper | Position | Hourly Rate
Sandra Tung | Partner | $1,250
Oliver Mackenzie | Partner | $1,200
Ryan Kowalski | Associate | $750
Megan Chu | Associate | $650

CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED

CALDERWOOD & HARKNESS LLP

ACCEPTANCE AND ACKNOWLEDGMENT

AGREED AND ACCEPTED:

HELIX BIO THERAPEUTICS INC.

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