1046-00001 · Helix Bio Therapeutics Inc · Transaction Documents

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BUSINESS COMBINATION AGREEMENT

by and among

PINNACLE VENTURE ACQUISITION CORP., a Cayman Islands exempted company,

PINNACLE MERGER SUB INC., a Delaware corporation,

and

HELIX BIO THERAPEUTICS INC., a Delaware corporation

Dated as of March 22, 2023

BUSINESS COMBINATION AGREEMENT

This BUSINESS COMBINATION AGREEMENT (this "Agreement"), dated as of March 22, 2023, is entered into by and among Pinnacle Venture Acquisition Corp., a Cayman Islands exempted company ("PVAC" or the "Acquiror"), Pinnacle Merger Sub Inc., a Delaware corporation and a direct, wholly owned subsidiary of PVAC ("Merger Sub"), and Helix Bio Therapeutics Inc., a Delaware corporation (the "Company" or "HBT"). PVAC, Merger Sub, and the Company are each sometimes referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Pinnacle Venture Acquisition Corp. is a Cayman Islands exempted company listed on the Nasdaq Capital Market under the ticker symbols "PVAC.U," "PVAC," and "PVAC.W," and was formed as a blank-check company for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses, with its principal executive offices located at 101 Park Avenue, 34th Floor, New York, New York 10178;

WHEREAS, Pinnacle Merger Sub Inc. is a Delaware corporation and a direct, wholly owned subsidiary of PVAC, formed on February 14, 2023 solely for the purpose of effecting the Merger (as defined herein), and has not engaged in any business activities other than activities incidental to its formation and the transactions contemplated by this Agreement, with its address c/o Pinnacle Venture Acquisition Corp., 101 Park Avenue, 34th Floor, New York, New York 10178;

WHEREAS, Helix Bio Therapeutics Inc. is a Delaware corporation engaged as a clinical-stage biotechnology company developing next-generation gene-editing therapies for rare monogenic diseases, including its lead candidate HBT-301 for the treatment of Friedreich's ataxia and its preclinical candidate HBT-502 for the treatment of Wilson's disease, incorporated on June 12, 2018, with its principal executive offices located at 450 Kendall Street, Suite 800, Cambridge, Massachusetts 02142;

WHEREAS, the Board of Directors of PVAC (the "Acquiror Board"), at a meeting duly called and held on March 20, 2023, unanimously determined that this Agreement and the transactions contemplated hereby, including the Merger, the Domestication, and the other transactions contemplated herein, are advisable, fair to, and in the best interests of PVAC and its shareholders, and approved and adopted this Agreement and authorized the execution, delivery, and performance thereof;

WHEREAS, the board of directors of Merger Sub, at a meeting duly called and held on March 20, 2023, unanimously determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to, and in the best interests of Merger Sub and its sole stockholder, and approved and adopted this Agreement and authorized the execution, delivery, and performance thereof, and PVAC, as the sole stockholder of Merger Sub, approved and adopted this Agreement by written consent dated March 20, 2023;

WHEREAS, the Board of Directors of the Company (the "Company Board"), at a meeting duly called and held on March 21, 2023, unanimously determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to, and in the best interests of the Company and its stockholders, and approved and adopted this Agreement and authorized the execution, delivery, and performance thereof, and resolved to recommend that the stockholders of the Company approve and adopt this Agreement;

WHEREAS, the Parties intend that, upon the terms and subject to the conditions set forth in this Agreement, Merger Sub shall merge with and into the Company (the "Merger"), with the Company continuing as the surviving corporation and a wholly owned subsidiary of PVAC, all in accordance with the Delaware General Corporation Law (the "DGCL");

WHEREAS, prior to or substantially concurrently with the Closing (as defined herein), PVAC shall effect a domestication (the "Domestication") from a Cayman Islands exempted company to a corporation incorporated under the laws of the State of Delaware, pursuant to Section 388 of the DGCL and Part XII of the Companies Act (As Revised) of the Cayman Islands, and, in connection therewith, shall adopt the Amended and Restated Certificate of Incorporation in the form attached hereto as Exhibit D (the "Amended and Restated Certificate of Incorporation"), such that, upon effectiveness of the Domestication, PVAC shall be renamed "Helix Bio Therapeutics Holdings Inc.";

WHEREAS, concurrently with the execution and delivery of this Agreement, Pinnacle Venture Sponsor LLC (the "Sponsor"), a Delaware limited liability company, the managing members of which are Derek Holroyd and Samantha Briggs, is entering into a Sponsor Support Agreement with PVAC and the Company, in the form attached hereto as Exhibit A (the "Sponsor Support Agreement"), pursuant to which, among other things, the Sponsor has agreed to (i) vote all of its shares of PVAC in favor of the transactions contemplated by this Agreement, (ii) waive certain anti-dilution rights and redemption rights, and (iii) forfeit 375,000 Founder Shares at the Closing;

WHEREAS, concurrently with the execution and delivery of this Agreement, certain investors (the "PIPE Investors"), including Brindoval Capital Management, LP and Lakepoint Health Opportunities Fund, LP, have entered into subscription agreements (the "Subscription Agreements") with PVAC, pursuant to which the PIPE Investors have committed to purchase an aggregate of 2,000,000 shares of PVAC Class A Common Stock (or, following the Domestication, shares of Class A common stock of the domesticated entity) at a purchase price of $10.00 per share, for aggregate gross proceeds of $20,000,000, on the terms and subject to the conditions set forth in such Subscription Agreements (the "PIPE Financing"); and

WHEREAS, the Parties intend that the Merger, together with the Domestication, qualify as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code"), and that this Agreement constitute, and hereby adopt this Agreement as, a "plan of reorganization" within the meaning of Treasury Regulations Section 1.368-2(g).

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE I

DEFINITIONS

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 Holroyd, Samantha Briggs, Robert Tannenbaum, and Julia Greenfield.

"Acquiror Class A Common Stock" or "Class A Shares" means (i) prior to the Domestication, the Class A ordinary shares of PVAC, par value $0.0001 per share, and (ii) following the Domestication, the Class A common stock of the domesticated entity, par value $0.0001 per share.

"Acquiror Class B Common Stock" or "Founder Shares" means the Class B ordinary shares of PVAC, par value $0.0001 per share, of which 1,250,000 shares are issued and outstanding as of the date hereof, all of which are held by the Sponsor. Upon the Domestication, each outstanding Founder Share shall convert on a one-for-one basis into one share of Acquiror Class A Common Stock, subject to the Sponsor Forfeiture.

"Acquiror Disclosure Schedules" means the disclosure schedules delivered by PVAC and Merger Sub to the Company concurrently with the execution and delivery of this Agreement.

"Acquiror Material Adverse Effect" means any change, event, effect, occurrence, state of facts, development, condition, or circumstance that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on (a) the business, assets, results of operations, or financial condition of PVAC and Merger Sub, taken as a whole, or (b) the ability of PVAC or Merger Sub to timely consummate the transactions contemplated hereby; provided, however, that none of the following, alone or in combination, shall be deemed to constitute, or shall be taken into account in determining whether there has been, an Acquiror Material Adverse Effect: (i) changes in general economic, financial, or political conditions or conditions generally affecting the industries in which PVAC operates, (ii) changes in Law or GAAP or the interpretation thereof, (iii) changes in the financial, credit, or securities markets generally (including changes in interest rates), (iv) the announcement or pendency of the transactions contemplated by this Agreement, (v) acts of war, terrorism, pandemics, or natural disasters, or (vi) any failure of PVAC to meet internal projections or forecasts (though the underlying causes may be considered), in each case of clauses (i) through (iii) and (v), to the extent such matters do not disproportionately affect PVAC relative to other blank-check companies.

"Acquiror Public Warrants" means the 2,500,000 redeemable warrants issued by PVAC in connection with the IPO, each of which is exercisable for one share of Acquiror Class A Common Stock at an exercise price of $11.50 per share, subject to adjustment as provided in the warrant agreement governing such warrants.

"Acquiror SEC Reports" means all reports, schedules, registration statements, definitive proxy statements, and other documents (including exhibits and all other information incorporated therein) filed or furnished by PVAC with the SEC since the date of the IPO, including the IPO Registration Statement.

"Acquisition Proposal" means, with respect to the Company, any proposal or offer (whether written or oral) from any Person (other than the Acquiror or any of its Affiliates) relating to (a) any direct or indirect acquisition of all or substantially all of the assets of the Company, (b) any direct or indirect acquisition of more than twenty percent (20%) of the outstanding shares of Company Common Stock, (c) any tender offer or exchange offer that, if consummated, would result in any Person beneficially owning more than twenty percent (20%) of the outstanding shares of Company Common Stock, or (d) any merger, consolidation, business combination, recapitalization, liquidation, dissolution, or similar transaction involving the Company.

"Action" means any action, suit, arbitration, inquiry, proceeding, hearing, audit, examination, investigation, or claim (whether civil, criminal, administrative, or investigative) commenced, brought, conducted, or heard by or before, or otherwise involving, any court, arbitral tribunal, or other Governmental Authority.

"Affiliate" means, with respect to any specified Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with, such specified Person, where "control" (including the terms "controlled by" and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise, and such term shall be construed in a manner consistent with the meaning ascribed to such term in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").

"Agreement" or "Business Combination Agreement" or "BCA" means this Business Combination Agreement, dated as of March 22, 2023, by and among PVAC, Merger Sub, and the Company, including all Exhibits and Schedules hereto, as the same may be amended, supplemented, or otherwise modified from time to time in accordance with its terms.

"Amended and Restated Certificate of Incorporation" means the certificate of incorporation of PVAC (as renamed Helix Bio Therapeutics Holdings Inc.) to be adopted in connection with the Domestication and effective at the Closing, in the form attached hereto as Exhibit D.

"Available Cash" means the Trust Amount released from the Trust Account, net of amounts paid to holders of Acquiror Class A Common Stock who have validly exercised Redemption rights, plus the aggregate gross proceeds received by PVAC from the PIPE Financing, minus the aggregate Transaction Expenses payable at or in connection with the Closing.

"Business Day" means any day other than a Saturday, a Sunday, or a day on which commercial banks in New York, New York or Boston, Massachusetts are authorized or required by Law to be closed.

"Certificate of Merger" means the certificate of merger with respect to the Merger, to be executed, acknowledged, and filed with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCL.

"Change of Control" means (a) any merger, consolidation, or other business combination transaction involving the Combined Company following the Closing in which the holders of the Combined Company's common stock immediately prior to such transaction hold less than fifty percent (50%) of the outstanding voting power of the surviving or resulting entity immediately after such transaction, or (b) any sale, lease, or disposition of all or substantially all of the assets of the Combined Company and its Subsidiaries, taken as a whole, following the Closing.

"Change of Recommendation" means any failure of the Company Board to recommend to the Company's stockholders the approval and adoption of this Agreement or any withdrawal, modification, or qualification of such recommendation in a manner adverse to PVAC.

"Closing" means the closing of the transactions contemplated by this Agreement, including the Merger and the Domestication.

"Closing Date" means the date on which the Closing actually occurs.

"Code" means the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

"Combined Company" means PVAC (as renamed Helix Bio Therapeutics Holdings Inc.) following the Closing and the consummation of the transactions contemplated by this Agreement.

"Company" means Helix Bio Therapeutics Inc., a Delaware corporation.

"Company Benefit Plans" means each "employee benefit plan" (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) and each other plan, program, policy, arrangement, or agreement (including any employment, severance, retention, change of control, bonus, incentive, deferred compensation, equity-based, health, welfare, retirement, or fringe benefit plan, program, policy, arrangement, or agreement) sponsored, maintained, contributed to, or required to be contributed to by the Company for the benefit of any current or former employee, officer, director, or consultant of the Company, or with respect to which the Company has any liability (contingent or otherwise).

"Company Board" means the Board of Directors of the Company, which, as of the date hereof, consists of Dr. Priya Nandakumar, Dr. James Whitfield, Catherine Alcott, Marcus Leung, and Dr. Elena Vasquez.

"Company Certificate of Incorporation" means the certificate of incorporation of the Company as in effect immediately prior to the Effective Time.

"Company Common Stock" means the common stock of the Company, par value $0.001 per share.

"Company Disclosure Schedules" means the disclosure schedules delivered by the Company to PVAC and Merger Sub concurrently with the execution and delivery of this Agreement.

"Company Equity Plans" means the Helix Bio Therapeutics Inc. 2018 Equity Incentive Plan, as amended, and any successor plan thereto.

"Company Equityholders" means the holders of Company Common Stock and the holders of Company Options and Company Warrants, in each case immediately prior to the Effective Time.

"Company Financial Statements" means (a) the audited consolidated balance sheets of the Company as of December 31, 2021 and December 31, 2022 and the related audited consolidated statements of operations, stockholders' equity (deficit), and cash flows for the fiscal years then ended, together with the notes thereto, audited by Whitmore & Gaines LLP (the "Audited Financial Statements"), and (b) the unaudited interim condensed financial statements of the Company for any interim period ended after December 31, 2022 that are delivered to PVAC pursuant to this Agreement.

"Company IP" means all intellectual Property owned by, licensed to, or used or held for use by the Company in the conduct of its business.

"Company Material Adverse Effect" means any change, event, effect, occurrence, state of facts, development, condition, or circumstance that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on (a) the business, assets, results of operations, or financial condition of the Company or (b) the ability of the Company to timely consummate the transactions contemplated hereby; provided, however, that none of the following, alone or in combination, shall be deemed to constitute, or shall be taken into account in determining whether there has been, a Company Material Adverse Effect: (i) changes in general economic, financial, or political conditions, (ii) changes in conditions generally affecting the biotechnology or pharmaceutical industries, (iii) changes in Law or GAAP or the interpretation thereof, (iv) changes in the financial, credit, or securities markets generally (including changes in interest rates), (v) the announcement or pendency of the transactions contemplated by this Agreement, including any loss of or adverse change in the relationship of the Company with its employees, customers, suppliers, licensors, licensees, collaborators, or other third parties resulting therefrom, (vi) acts of war, terrorism, pandemics, epidemics, or natural disasters, (vii) any failure of the Company to meet internal projections, budgets, or forecasts (though the underlying causes thereof may be considered), or (viii) actions taken or omitted at the written request of PVAC, in each case of clauses (i) through (iv) and (vi), to the extent such matters do not disproportionately affect the Company relative to other similarly situated companies in the biotechnology industry.

"Company Options" means all outstanding and unexercised options to purchase shares of Company Common Stock granted under the Company Equity Plans.

"Company Permits" means all permits, licenses, franchises, approvals, clearances, registrations, authorizations, variances, exemptions, certificates, consents, and orders of any Governmental Authority held by the Company or necessary for the conduct of the Company's business as currently conducted.

"Company Stock" means the Company Common Stock.

"Company Warrants" means all outstanding warrants to purchase shares of Company Common Stock.

"Consent" means any consent, approval, authorization, clearance, exemption, waiver, or similar affirmation by any Person pursuant to any Contract, Law, Order, or Permit.

"Contracts" means all agreements, contracts, leases, subleases, licenses, sublicenses, instruments, notes, bonds, mortgages, indentures, commitments, obligations, undertakings, arrangements, and understandings (whether written or oral) to which the applicable Person is a party or by which any of its properties or assets are bound.

"DGCL" means the Delaware General Corporation Law, Title 8 of the Delaware Code, as amended.

"Dissenting Shares" means shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by a holder who has properly exercised and perfected appraisal rights with respect to such shares in accordance with Section 262 of the DGCL and has not effectively withdrawn or lost such appraisal rights.

"Domestication" means the re-domestication of PVAC from a Cayman Islands exempted company to a corporation incorporated under the laws of the State of Delaware, effected pursuant to Section 388 of the DGCL and Part XII of the Companies Act (As Revised) of the Cayman Islands.

"Earnout Period" means the thirty-six (36)-month period commencing on the Closing Date and ending on the third (3rd) anniversary of the Closing Date.

"Earnout Shares" means up to 500,000 shares of Acquiror Class A Common Stock (or Combined Company common stock following the Closing) issuable to the former Company Equityholders pursuant to Section 5.06, subject to the satisfaction of the conditions set forth therein.

"Effective Time" means the time at which the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware in accordance with the DGCL (or such later effective time as the Parties may agree upon and specify in the Certificate of Merger).

"Enterprise Value" means $40,000,000.

"Equity Value" means approximately $40,000,000, which is the aggregate value ascribed to the equity of the Company in the Merger, calculated on a fully diluted basis.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder.

"Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

"Exchange Agent" means Adriatic Health IT of Delaware, Inc., 1 Ashbury Asset Advisors, 30th Floor, New York, New York 10004, or such other exchange agent as may be appointed pursuant to Section 5.08.

"Exchange Ratio" means the quotient obtained by dividing (a) the total Merger Consideration (4,000,000 shares of Acquiror Class A Common Stock) by (b) the total number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (calculated on a fully diluted, as-converted, and as-exercised basis, including shares of Company Common Stock issuable upon the exercise of all Company Options and Company Warrants outstanding immediately prior to the Effective Time, but excluding any Dissenting Shares).

"Fundamental Representations" means, with respect to the Company, the representations and warranties set forth in Section 3.01 (Organization and Qualification), Section 3.04 (Capitalization), Section 3.05 (Authority; Binding Nature), and Section 3.22 (Brokers and Finders), and, with respect to PVAC and Merger Sub, the representations and warranties set forth in Section 4.01 (Organization and Qualification), Section 4.02 (Capitalization), Section 4.03 (Authority; Binding Nature), and Section 4.12 (Brokers and Finders).

"GAAP" means United States generally accepted accounting principles, consistently applied.

"Governmental Authority" means any federal, state, local, municipal, foreign, supranational, or other government, any governmental, regulatory, or administrative authority, agency, bureau, commission, department, or instrumentality (including the SEC, the Internal Revenue Service, the United States Food and Drug Administration, the Secretary of State of the State of Delaware, the Cayman Islands Registrar of Companies, and the Nasdaq Capital Market), or any court, tribunal, arbitral body, or other judicial or quasi-judicial authority.

"HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder. For the avoidance of doubt, the Parties have determined that no filing under the HSR Act is required in connection with the transactions contemplated by this Agreement.

"intellectual Property" means all intellectual property and industrial property rights of every kind or nature, including (a) patents, patent applications, and patent disclosures, together with all reissues, continuations, continuations-in-part, divisions, revisions, extensions, reexaminations, and supplemental protection certificates thereof, (b) trademarks, service marks, trade names, corporate names, trade dress, logos, and other source identifiers, together with all goodwill associated therewith, and all applications, registrations, and renewals thereof, (c) copyrights and copyrightable works and all applications, registrations, and renewals thereof, (d) trade secrets, know-how, inventions (whether or not patentable), discoveries, improvements, technology, software, data, databases, and other confidential and proprietary information, and (e) internet domain names and social media accounts.

"IPO" means the initial public offering of PVAC, completed on August 16, 2021, in which PVAC sold 5,000,000 units at a price of $10.00 per unit, for aggregate gross proceeds of $50,000,000, each unit consisting of one Class A ordinary share and one-half of one redeemable warrant.

"IPO Registration Statement" means the Registration Statement on Form S-1 filed by PVAC with the SEC in connection with the IPO, as amended and declared effective.

"IRS" means the Internal Revenue Service.

"Knowledge of the Company" or any similar phrase means the actual knowledge, after reasonable inquiry of their direct reports, of Dr. Priya Nandakumar (Chief Executive Officer), Dr. James Whitfield (Chief Scientific Officer), and the Company's Chief Financial Officer.

"Law" means any statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree, or other order issued or promulgated by any Governmental Authority.

"Liens" means any mortgage, pledge, lien, security interest, charge, claim, equitable interest, encumbrance, restriction on transfer, conditional sale or other title retention arrangement, right of first refusal, preemptive right, or other similar restriction or encumbrance.

"Lock-Up Agreement" means the lock-up agreement in the form attached hereto as Exhibit B, to be entered into at the Closing by each of the Company Equityholders receiving Merger Consideration and the Sponsor.

"Losses" means any and all losses, damages, liabilities, claims, demands, judgments, fines, penalties, costs, and expenses (including reasonable attorneys' fees and expenses and costs of investigation and remediation), but excluding punitive, consequential, special, or exemplary damages (except to the extent actually paid to a third party in connection with a third-party claim).

"Material Contract" has the meaning set forth in Section 3.16.

"Merger" means the merger of Merger Sub with and into the Company, with the Company surviving as a wholly owned subsidiary of the Acquiror, on the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL.

"Merger Consideration" means 4,000,000 shares of Acquiror Class A Common Stock, derived from the Enterprise Value of $40,000,000 divided by the Per Share Value of $10.00 per share, to be issued to the holders of Company Common Stock (and, on an as-converted and as-exercised basis, the holders of Company Options and Company Warrants) in exchange for their shares of Company Common Stock in connection with the Merger.

"Merger Sub" means Pinnacle Merger Sub Inc., a Delaware corporation and a direct, wholly owned subsidiary of PVAC.

"Minimum Cash Condition" means the condition set forth in Section 7.03(c) requiring that the Available Cash be not less than $30,000,000.

"Nasdaq" means The Nasdaq Capital Market.

"Net Cash" means Total Cash minus Total Transaction Expenses.

"Order" means any order, judgment, injunction, decree, ruling, writ, assessment, or arbitration award of any Governmental Authority.

"Outside Date" means September 30, 2023, as such date may be extended by mutual written agreement of the Parties.

"Per Share Merger Consideration" means, with respect to each share of Company Common Stock outstanding immediately prior to the Effective Time (other than Dissenting Shares and treasury shares), a number of shares of Acquiror Class A Common Stock equal to the Exchange Ratio.

"Per Share Value" means $10.00.

"Permitted Liens" means (a) Liens for Taxes not yet due and payable or being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP, (b) mechanics', carriers', workmen's, repairmen's, and other similar Liens arising in the ordinary course of business, (c) pledges or deposits to secure obligations under workers' compensation, unemployment insurance, or similar legislation, (d) Liens created by this Agreement, and (e) other imperfections of title, easements, covenants, restrictions, or encumbrances that do not materially interfere with the present use of the applicable property or asset.

"Person" means any individual, corporation, partnership, limited partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization, Governmental Authority, or any other entity.

"PIPE Financing" means the private investment in public equity financing pursuant to the Subscription Agreements, providing for aggregate gross proceeds of $20,000,000 through the issuance and sale of 2,000,000 shares of Acquiror Class A Common Stock at $10.00 per share.

"PIPE Investors" means (a) Brindoval Capital Management, LP, a Delaware limited partnership (Thomas Yeung, Managing Partner; 600 Montgomery Street, Suite 2800, San Francisco, California 94111), which has committed to purchase 1,500,000 shares for an aggregate purchase price of $15,000,000, and (b) Lakepoint Health Opportunities Fund, LP, a Delaware limited partnership (Diana Strickland, Principal; 399 Park Avenue, 18th Floor, New York, New York 10022), which has committed to purchase 500,000 shares for an aggregate purchase price of $5,000,000.

"Proxy Statement/Prospectus" means the proxy statement of PVAC on Schedule 14A, which also constitutes the prospectus forming a part of the Registration Statement on Form S-4, relating to the PVAC Special Meeting and the transactions contemplated by this Agreement.

"PVAC Shareholder Approval" means the approval and adoption of the proposals submitted for approval at the PVAC Special Meeting, including approval of the Business Combination, approval of the Domestication, adoption of the Amended and Restated Certificate of Incorporation, approval of the issuance of Acquiror Class A Common Stock in connection with the Merger and the PIPE Financing, election of directors of the Combined Company, and any adjournment proposal, in each case by the requisite vote of the shareholders of PVAC as required by applicable Law and the organizational documents of PVAC.

"PVAC Special Meeting" means the special meeting of the shareholders of PVAC to be called and held for the purpose of obtaining the PVAC Shareholder Approval, including any adjournment or postponement thereof.

"Redemption" means the exercise by holders of Acquiror Class A Common Stock of their right to have their shares redeemed for a pro rata portion of the funds held in the Trust Account, in accordance with PVAC's organizational documents and applicable Law.

"Registration Rights Agreement" means the registration rights agreement in the form attached hereto as Exhibit C, to be entered into at the Closing by the Combined Company, the Sponsor, and certain former Company Equityholders.

"Registration Statement" means the registration statement on Form S-4 (File No. 333-271498) filed by PVAC with the SEC, which includes the Proxy Statement/Prospectus, and any amendments or supplements thereto.

"Representatives" means, with respect to any Person, such Person's officers, directors, managers, employees, agents, attorneys, accountants, financial advisors, consultants, and other representatives.

"SEC" means the United States Securities and Exchange Commission.

"Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

"Sponsor" means Pinnacle Venture Sponsor LLC, a Delaware limited liability company, the managing members of which are Derek Holroyd and Samantha Briggs.

"Sponsor Forfeiture Shares" means 375,000 Founder Shares (representing thirty percent (30%) of the 1,250,000 Founder Shares outstanding) to be forfeited by the Sponsor at the Closing in accordance with the Sponsor Support Agreement.

"Sponsor Support Agreement" means the Sponsor Support Agreement, dated as of the date hereof, by and among the Sponsor, PVAC, and the Company, in the form attached hereto as Exhibit A.

"Subscription Agreements" means the subscription agreements, each dated as of the date hereof, entered into by PVAC with each of the PIPE Investors, pursuant to which the PIPE Investors have agreed to subscribe for and purchase an aggregate of 2,000,000 shares of Acquiror Class A Common Stock at a purchase price of $10.00 per share for aggregate gross proceeds of $20,000,000.

"Superior Proposal" means an unsolicited bona fide written Acquisition Proposal that the Company Board determines in good faith, after consultation with outside legal counsel and its financial advisors, (a) would result in a transaction that is more favorable to the Company's stockholders from a financial point of view than the Merger and the other transactions contemplated by this Agreement (taking into account any revisions to this Agreement proposed by PVAC) and (b) is reasonably capable of being consummated in accordance with its terms.

"Surviving Corporation" means the Company, as the surviving corporation of the Merger.

"Tax" or "Taxes" means (a) any and all federal, state, local, municipal, foreign, or other taxes of any kind, including income, franchise, profits, capital gains, capital stock, gross receipts, value-added, ad valorem, sales, use, service, real or personal property, stamp, documentary, filing, recording, transfer, excise, severance, occupation, premium, windfall profits, environmental, customs duties, capital stock, unemployment, disability, payroll, social security, Medicare, withholding, backup withholding, alternative or add-on minimum, estimated, and other taxes, charges, fees, levies, imposts, duties, or assessments of any kind whatsoever, (b) any interest, penalties, fines, additions to tax, or additional amounts imposed by any Governmental Authority in connection with any item described in clause (a), and (c) any liability in respect of any item described in clauses (a) or (b) payable by reason of Contract, assumption, transferee or successor liability, operation of Law, Treasury Regulations Section 1.1502-6 (or any similar provision of state, local, or non-U.S. Law), or otherwise.

"Tax Return" means any return (including any information return), report, statement, schedule, notice, form, declaration, claim for refund, or other document or information filed with or submitted to, or required to be filed with or submitted to, any Governmental Authority in connection with the determination, assessment, collection, or payment of any Tax or in connection with the administration, implementation, or enforcement of, or compliance with, any Law relating to any Tax.

"Total Cash" means the sum of (a) the Trust Proceeds (net of Redemptions) plus (b) the gross proceeds received by PVAC from the PIPE Financing.

"Transaction Expenses" means all fees, costs, and expenses incurred by any Party in connection with the negotiation, preparation, execution, and performance of this Agreement and the consummation of the transactions contemplated hereby, including (a) all fees and expenses of counsel, accountants, financial advisors, proxy solicitors, and other advisors, (b) all filing, registration, and listing fees, (c) all printing, mailing, and distribution expenses, (d) the deferred underwriting commission, (e) the D&O Tail Policy premium, and (f) all other fees and expenses incurred in connection with the transactions contemplated by this Agreement.

"Trust Account" means the trust account maintained by PVAC at Grandview Trust Company, N.A. (the "Trustee"), holding PVAC's IPO proceeds and interest earned thereon, established pursuant to the Trust Agreement.

"Trust Agreement" means the Investment Management Trust Agreement, dated as of August 16, 2021, by and between PVAC and Grandview Trust Company, N.A., as trustee, as the same may be amended from time to time in accordance with its terms.

"Trust Amount" means $51,247,813.55 (consisting of the IPO proceeds of $50,000,000 and interest earned thereon as of the date hereof), or such other amount as may be held in the Trust Account as of the Closing Date (prior to giving effect to any Redemptions).

"Trustee" means Grandview Trust Company, N.A., 388 Greenwich Street, New York, New York 10013, in its capacity as trustee under the Trust Agreement.

"VWAP" means, with respect to any security on any trading day, the volume-weighted average closing price of such security on the applicable securities exchange (as reported by Crowne Albany Systems, or, if not available, by such other source as the Acquiror Board shall determine in good faith to be a reliable source).

"Willful Breach" means a material breach that is a consequence of an act or failure to act undertaken by the breaching Party with actual knowledge (or that should have been known after reasonable inquiry) that the taking of such act or failure to act would, or would reasonably be expected to, result in or constitute a breach of this Agreement.

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 "Surviving Corporation") and shall continue its existence as a corporation duly organized and validly existing under the laws of the State of Delaware. Upon the consummation of the Merger at the Effective Time, the Surviving Corporation shall be a direct, wholly owned subsidiary of the Acquiror.

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 shall take place on the third (3rd) Business Day following the date on which all such conditions shall have been satisfied or waived, or at such other date, time, and place as PVAC and the Company may mutually agree in writing. The Closing shall take place remotely via the electronic exchange of documents and signatures or, if the Parties mutually agree, at the offices of Calderwood & Harkness LLP, One Federal Street, 42nd Floor, Boston, Massachusetts 02110, or at such other location as the Parties may agree. For the avoidance of doubt, the actual Closing Date was June 20, 2023.

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 become effective at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware (or at such later effective time as the Parties may agree upon and specify in the Certificate of Merger) (such time being the "Effective Time").

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 all debts, liabilities, obligations, restrictions, and duties of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, and duties of the Surviving Corporation.

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, the bylaws of the Company, as in effect immediately prior to the Effective Time, shall be and remain the bylaws of the Surviving Corporation until thereafter duly amended in accordance with the terms thereof, the certificate of incorporation of the Surviving Corporation, and the DGCL.

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 with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualified or until their earlier death, resignation, or removal.

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 as a Cayman Islands exempted company.

(b) PVAC shall file or cause to be filed a Certificate of Corporate Domestication with the Secretary of State of the State of Delaware, together with the Amended and Restated Certificate of Incorporation in the form attached hereto as Exhibit D, in each case in accordance with Section 388 of the DGCL.

(c) The Domestication shall be effective as of June 15, 2023 (or such other date prior to the Closing Date as the Parties may mutually agree in writing), at which time PVAC shall become a corporation organized and existing under the laws of the State of Delaware.

(d) Upon and after the effectiveness of the Domestication, PVAC shall be a Delaware corporation named "Helix Bio Therapeutics Holdings Inc." and shall be governed by the DGCL and the Amended and Restated Certificate of Incorporation.

(e) Upon the effectiveness of the Domestication, each then-outstanding Class A ordinary share of PVAC (Cayman Islands) shall automatically convert, on a one-for-one basis, into one (1) share of Class A common stock, par value $0.0001 per share, of the domesticated entity.

(f) Upon the effectiveness of the Domestication, each then-outstanding Class B ordinary share (Founder Share) of PVAC (Cayman Islands) shall automatically convert, on a one-for-one basis, into one (1) share of Class A common stock, par value $0.0001 per share, of the domesticated entity; provided, that such conversion shall be subject to the Sponsor's obligation to forfeit the Sponsor Forfeiture Shares (375,000 shares) at the Closing in accordance with the Sponsor Support Agreement.

(g) Upon the effectiveness of the Domestication, each then-outstanding warrant of PVAC shall automatically convert into a warrant exercisable for one (1) share of Acquiror Class A Common Stock (of the domesticated entity) on substantially the same terms and conditions as were applicable to such warrant immediately prior to the Domestication, including the exercise price of $11.50 per share.

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 cause the Merger (together with the Domestication) to qualify as such a reorganization and shall not take any action, or fail to take any action, that would reasonably be expected to cause the Merger to fail to so qualify.

(b) In connection with the PIPE Financing, the Parties acknowledge that the treatment of the PIPE Investors' investment for U.S. federal income tax purposes shall be analyzed under the provisions of Section 351 of the Code and Section 368 of the Code, as applicable, and the Parties shall cooperate in providing such information and making such filings as may be necessary or appropriate in connection therewith.

(c) The Parties shall report the Merger for all Tax purposes consistently with the intended tax treatment described in this Section 2.08, unless otherwise required by a final "determination" (as defined in Section 1313(a) of the Code).

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 section or subsection is reasonably apparent on the face of such disclosure), the Company represents and warrants to PVAC and Merger Sub as of the date hereof and as of the Closing Date (except where any such representation or warranty expressly speaks as of a particular date, in which case such representation or warranty shall be true and correct as of such particular date) as follows:

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, Delaware 19801. The principal executive offices of the Company are located at 450 Kendall Street, Suite 800, Cambridge, Massachusetts 02142.

(b) The Company has all requisite corporate power and authority to own, operate, and lease its properties and assets and to conduct its business as currently conducted. The Company is duly licensed or qualified and in good standing as a foreign corporation in each jurisdiction where the nature of its business or the character or location of the properties and assets owned, leased, or operated by it requires such licensing or qualification, except where the failure to be so licensed, qualified, or in good standing would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The jurisdictions in which the Company is so qualified are set forth in Section 3.01(b) of the Company Disclosure Schedules and include the Commonwealth of Massachusetts.

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 issued, fully paid, and non-assessable and were issued in compliance with all applicable federal and state securities Laws and not in violation of any preemptive rights, rights of first refusal, or other similar rights.

(c) As of the date hereof, the holders of Company Common Stock and their respective ownership percentages are as follows:

(d) As of the date hereof, in addition to the outstanding shares of Company Common Stock, (i) Company Options to purchase an aggregate of 1,100,000 shares of Company Common Stock are outstanding under the Company Equity Plans (with a weighted average exercise price of $2.40 per share), and (ii) Company Warrants to purchase an aggregate of 200,000 shares of Company Common Stock are outstanding (with a weighted average exercise price of $3.15 per share). Except as set forth in this Section 3.04(d) and Section 3.04(d) of the Company Disclosure Schedules, there are no other outstanding options, warrants, rights, agreements, convertible or exchangeable securities, "phantom" stock rights, stock appreciation rights, stock-based performance units, or commitments or obligations of any kind relating to the capital stock of the Company, or pursuant to which the Company is or may become obligated to issue, deliver, or sell, or cause to be issued, delivered, or sold, any shares of its capital stock or any securities convertible into, exchangeable for, or exercisable for any shares of its capital stock.

(e) Except as set forth in Section 3.04(e) of the Company Disclosure Schedules, there are no outstanding preemptive rights, anti-dilution rights, rights of first refusal, rights of first offer, subscription rights, or other similar rights with respect to any shares of Company Common Stock or other equity interests of the Company.

(f) There are no voting trusts, stockholder agreements, proxies, or other agreements, instruments, or understandings in effect with respect to the voting or transfer of any shares of Company Common Stock.

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 contemplated hereby have been duly authorized by the Company Board at a meeting duly called and held on March 21, 2023, and, subject to obtaining the Company Stockholder Approval, no further corporate action on the part of the Company is necessary to authorize the execution, delivery, and performance of this Agreement or the consummation of the Merger.

(b) This Agreement has been duly executed and delivered by the Company and (assuming due authorization, execution, and delivery by each of PVAC and Merger Sub) constitutes the legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other similar Laws of general applicability affecting or relating to creditors' rights generally, and (ii) general principles of equity, whether considered in a proceeding in equity or at law (collectively, the "Enforceability Exceptions").

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 contemplated by Section 3.06(b) and Section 3.06(c) have been obtained or made, conflict with or violate any Law or Order applicable to the Company or by which any of its properties or assets are bound; or (iii) result in any breach of, or constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, require any Consent under, result in the loss of any benefit under, or give rise to any right of termination, cancellation, modification, or acceleration under, or result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of the Company under, any Material Contract; except, in the case of clauses (ii) and (iii), as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

(b) The following Consents shall be required in connection with the consummation of the transactions contemplated by this Agreement:

(i) Exclusive License Agreement with Regents of Graystone University (License No. GU-2019-0914-HBT, dated September 14, 2019): The License Agreement contains a change-of-control provision that requires the prior written consent of the Regents of Graystone University to any assignment or transfer of rights under such agreement (including by operation of law) resulting from a change of control of the Company. Such consent shall be required to be obtained prior to the Closing.

(ii) Collaboration and Option Agreement with Meridian Pharmaceuticals Inc. (MPI-COA-2021-0308, dated March 8, 2021): The Collaboration and Option Agreement requires that the Company provide written notice to Meridian Pharmaceuticals Inc. of any change of control within fifteen (15) days after the occurrence thereof. No consent from Meridian Pharmaceuticals is required; however, timely notice must be provided.

(iii) Lease with Kendall Square Properties Trust (Lease No. KSP-2020-0800, for premises at 450 Kendall Street, Suite 800, Cambridge, Massachusetts 02142): The Lease requires the prior written consent of the landlord to any assignment of the Lease, including an assignment resulting from a change of control of the tenant. Such landlord consent shall be required to be obtained prior to the Closing.

(c) No filing with or authorization of any Governmental Authority is required in connection with the execution, delivery, and performance of this Agreement by the Company or the consummation by the Company of the Merger and the other transactions contemplated hereby, except for (i) filings with the SEC, (ii) filings of the Certificate of Merger with the Secretary of State of the State of Delaware, (iii) filings required by the Nasdaq Capital Market, and (iv) such other filings as may be required under applicable state securities or "blue sky" Laws. For the avoidance of doubt, no filing under the HSR Act is required in connection with the transactions contemplated by this Agreement.

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 "Audited Financial Statements"), and (ii) the unaudited interim balance sheet of the Company as of the last day of each calendar quarter ended after December 31, 2022 and prior to the date hereof, and the related unaudited statements of operations for the periods then ended (collectively with the Audited Financial Statements, the "Company Financial Statements").

(b) The Company Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto, and subject, in the case of unaudited interim financial statements, to normal year-end audit adjustments, the absence of complete notes, and other customary presentation differences, none of which, individually or in the aggregate, would be material), and present fairly, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods indicated therein.

(c) The Company's key financial data as reflected in the Audited Financial Statements includes the following: for the fiscal year ended December 31, 2022, total revenue was $2,100,000 (consisting primarily of collaboration and licensing revenue), net loss was ($18,400,000), and cash and cash equivalents as of December 31, 2022 were $9,700,000.

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 dividend or other distribution (whether in cash, stock, or property) with respect to any shares of its capital stock;

(ii) made any change in its accounting methods, principles, or practices, except as required by GAAP or applicable Law;

(iii) granted any increase in the compensation or benefits payable or to become payable to any of its directors, officers, or employees outside of the ordinary course of business consistent with past practice;

(iv) incurred any material indebtedness for borrowed money or guaranteed any such indebtedness of another Person;

(v) made any loans, advances, or capital contributions to, or investments in, any other Person (other than ordinary course advances to employees);

(vi) mortgaged, pledged, or subjected to any Lien any of its material properties or assets (other than Permitted Liens);

(vii) sold, assigned, transferred, conveyed, leased, or otherwise disposed of any material properties or assets, except in the ordinary course of business; or

(viii) agreed, committed, or entered into any binding agreement to do any of the foregoing.

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 incurred since December 31, 2022 in the ordinary course of business consistent with past practice that are not, individually or in the aggregate, material, (c) liabilities and obligations incurred in connection with this Agreement and the transactions contemplated hereby, and (d) liabilities and obligations that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

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

BUSINESS COMBINATION AGREEMENT
by and among
PINNACLE VENTURE ACQUISITION CORP., a Cayman Islands exempted company,
PINNACLE MERGER SUB INC., a Delaware corporation,
and
HELIX BIO THERAPEUTICS INC., a Delaware corporation
Dated as of March 22, 2023
BUSINESS COMBINATION AGREEMENT
This BUSINESS COMBINATION AGREEMENT (this "Agreement"), dated as of March 22, 2023, is entered into by and among Pinnacle Venture Acquisition Corp., a Cayman Islands exempted company ("PVAC" or the "Acquiror"), Pinnacle Merger Sub Inc., a Delaware corporation and a direct, wholly owned subsidiary of PVAC ("Merger Sub"), and Helix Bio Therapeutics Inc., a Delaware corporation (the "Company" or "HBT"). PVAC, Merger Sub, and the Company are each sometimes referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, Pinnacle Venture Acquisition Corp. is a Cayman Islands exempted company listed on the Nasdaq Capital Market under the ticker symbols "PVAC.U," "PVAC," and "PVAC.W," and was formed as a blank-check company for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses, with its principal executive offices located at 101 Park Avenue, 34th Floor, New York, New York 10178;
WHEREAS, Pinnacle Merger Sub Inc. is a Delaware corporation and a direct, wholly owned subsidiary of PVAC, formed on February 14, 2023 solely for the purpose of effecting the Merger (as defined herein), and has not engaged in any business activities other than activities incidental to its formation and the transactions contemplated by this Agreement, with its address c/o Pinnacle Venture Acquisition Corp., 101 Park Avenue, 34th Floor, New York, New York 10178;
WHEREAS, Helix Bio Therapeutics Inc. is a Delaware corporation engaged as a clinical-stage biotechnology company developing next-generation gene-editing therapies for rare monogenic diseases, including its lead candidate HBT-301 for the treatment of Friedreich's ataxia and its preclinical candidate HBT-502 for the treatment of Wilson's disease, incorporated on June 12, 2018, with its principal executive offices located at 450 Kendall Street, Suite 800, Cambridge, Massachusetts 02142;
WHEREAS, the Board of Directors of PVAC (the "Acquiror Board"), at a meeting duly called and held on March 20, 2023, unanimously determined that this Agreement and the transactions contemplated hereby, including the Merger, the Domestication, and the other transactions contemplated herein, are advisable, fair to, and in the best interests of PVAC and its shareholders, and approved and adopted this Agreement and authorized the execution, delivery, and performance thereof;
WHEREAS, the board of directors of Merger Sub, at a meeting duly called and held on March 20, 2023, unanimously determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to, and in the best interests of Merger Sub and its sole stockholder, and approved and adopted this Agreement and authorized the execution, delivery, and performance thereof, and PVAC, as the sole stockholder of Merger Sub, approved and adopted this Agreement by written consent dated March 20, 2023;
WHEREAS, the Board of Directors of the Company (the "Company Board"), at a meeting duly called and held on March 21, 2023, unanimously determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to, and in the best interests of the Company and its stockholders, and approved and adopted this Agreement and authorized the execution, delivery, and performance thereof, and resolved to recommend that the stockholders of the Company approve and adopt this Agreement;
WHEREAS, the Parties intend that, upon the terms and subject to the conditions set forth in this Agreement, Merger Sub shall merge with and into the Company (the "Merger"), with the Company continuing as the surviving corporation and a wholly owned subsidiary of PVAC, all in accordance with the Delaware General Corporation Law (the "DGCL");
WHEREAS, prior to or substantially concurrently with the Closing (as defined herein), PVAC shall effect a domestication (the "Domestication") from a Cayman Islands exempted company to a corporation incorporated under the laws of the State of Delaware, pursuant to Section 388 of the DGCL and Part XII of the Companies Act (As Revised) of the Cayman Islands, and, in connection therewith, shall adopt the Amended and Restated Certificate of Incorporation in the form attached hereto as Exhibit D (the "Amended and Restated Certificate of Incorporation"), such that, upon effectiveness of the Domestication, PVAC shall be renamed "Helix Bio Therapeutics Holdings Inc.";
WHEREAS, concurrently with the execution and delivery of this Agreement, Pinnacle Venture Sponsor LLC (the "Sponsor"), a Delaware limited liability company, the managing members of which are Derek Holroyd and Samantha Briggs, is entering into a Sponsor Support Agreement with PVAC and the Company, in the form attached hereto as Exhibit A (the "Sponsor Support Agreement"), pursuant to which, among other things, the Sponsor has agreed to (i) vote all of its shares of PVAC in favor of the transactions contemplated by this Agreement, (ii) waive certain anti-dilution rights and redemption rights, and (iii) forfeit 375,000 Founder Shares at the Closing;
WHEREAS, concurrently with the execution and delivery of this Agreement, certain investors (the "PIPE Investors"), including Brindoval Capital Management, LP and Lakepoint Health Opportunities Fund, LP, have entered into subscription agreements (the "Subscription Agreements") with PVAC, pursuant to which the PIPE Investors have committed to purchase an aggregate of 2,000,000 shares of PVAC Class A Common Stock (or, following the Domestication, shares of Class A common stock of the domesticated entity) at a purchase price of $10.00 per share, for aggregate gross proceeds of $20,000,000, on the terms and subject to the conditions set forth in such Subscription Agreements (the "PIPE Financing"); and
WHEREAS, the Parties intend that the Merger, together with the Domestication, qualify as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code"), and that this Agreement constitute, and hereby adopt this Agreement as, a "plan of reorganization" within the meaning of Treasury Regulations Section 1.368-2(g).
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARTICLE I
DEFINITIONS
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 Holroyd, Samantha Briggs, Robert Tannenbaum, and Julia Greenfield.
"Acquiror Class A Common Stock" or "Class A Shares" means (i) prior to the Domestication, the Class A ordinary shares of PVAC, par value $0.0001 per share, and (ii) following the Domestication, the Class A common stock of the domesticated entity, par value $0.0001 per share.
"Acquiror Class B Common Stock" or "Founder Shares" means the Class B ordinary shares of PVAC, par value $0.0001 per share, of which 1,250,000 shares are issued and outstanding as of the date hereof, all of which are held by the Sponsor. Upon the Domestication, each outstanding Founder Share shall convert on a one-for-one basis into one share of Acquiror Class A Common Stock, subject to the Sponsor Forfeiture.
"Acquiror Disclosure Schedules" means the disclosure schedules delivered by PVAC and Merger Sub to the Company concurrently with the execution and delivery of this Agreement.
"Acquiror Material Adverse Effect" means any change, event, effect, occurrence, state of facts, development, condition, or circumstance that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on (a) the business, assets, results of operations, or financial condition of PVAC and Merger Sub, taken as a whole, or (b) the ability of PVAC or Merger Sub to timely consummate the transactions contemplated hereby; provided, however, that none of the following, alone or in combination, shall be deemed to constitute, or shall be taken into account in determining whether there has been, an Acquiror Material Adverse Effect: (i) changes in general economic, financial, or political conditions or conditions generally affecting the industries in which PVAC operates, (ii) changes in Law or GAAP or the interpretation thereof, (iii) changes in the financial, credit, or securities markets generally (including changes in interest rates), (iv) the announcement or pendency of the transactions contemplated by this Agreement, (v) acts of war, terrorism, pandemics, or natural disasters, or (vi) any failure of PVAC to meet internal projections or forecasts (though the underlying causes may be considered), in each case of clauses (i) through (iii) and (v), to the extent such matters do not disproportionately affect PVAC relative to other blank-check companies.
"Acquiror Public Warrants" means the 2,500,000 redeemable warrants issued by PVAC in connection with the IPO, each of which is exercisable for one share of Acquiror Class A Common Stock at an exercise price of $11.50 per share, subject to adjustment as provided in the warrant agreement governing such warrants.
"Acquiror SEC Reports" means all reports, schedules, registration statements, definitive proxy statements, and other documents (including exhibits and all other information incorporated therein) filed or furnished by PVAC with the SEC since the date of the IPO, including the IPO Registration Statement.
"Acquisition Proposal" means, with respect to the Company, any proposal or offer (whether written or oral) from any Person (other than the Acquiror or any of its Affiliates) relating to (a) any direct or indirect acquisition of all or substantially all of the assets of the Company, (b) any direct or indirect acquisition of more than twenty percent (20%) of the outstanding shares of Company Common Stock, (c) any tender offer or exchange offer that, if consummated, would result in any Person beneficially owning more than twenty percent (20%) of the outstanding shares of Company Common Stock, or (d) any merger, consolidation, business combination, recapitalization, liquidation, dissolution, or similar transaction involving the Company.
"Action" means any action, suit, arbitration, inquiry, proceeding, hearing, audit, examination, investigation, or claim (whether civil, criminal, administrative, or investigative) commenced, brought, conducted, or heard by or before, or otherwise involving, any court, arbitral tribunal, or other Governmental Authority.
"Affiliate" means, with respect to any specified Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with, such specified Person, where "control" (including the terms "controlled by" and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise, and such term shall be construed in a manner consistent with the meaning ascribed to such term in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
"Agreement" or "Business Combination Agreement" or "BCA" means this Business Combination Agreement, dated as of March 22, 2023, by and among PVAC, Merger Sub, and the Company, including all Exhibits and Schedules hereto, as the same may be amended, supplemented, or otherwise modified from time to time in accordance with its terms.
"Amended and Restated Certificate of Incorporation" means the certificate of incorporation of PVAC (as renamed Helix Bio Therapeutics Holdings Inc.) to be adopted in connection with the Domestication and effective at the Closing, in the form attached hereto as Exhibit D.
"Available Cash" means the Trust Amount released from the Trust Account, net of amounts paid to holders of Acquiror Class A Common Stock who have validly exercised Redemption rights, plus the aggregate gross proceeds received by PVAC from the PIPE Financing, minus the aggregate Transaction Expenses payable at or in connection with the Closing.
"Business Day" means any day other than a Saturday, a Sunday, or a day on which commercial banks in New York, New York or Boston, Massachusetts are authorized or required by Law to be closed.
"Certificate of Merger" means the certificate of merger with respect to the Merger, to be executed, acknowledged, and filed with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCL.
"Change of Control" means (a) any merger, consolidation, or other business combination transaction involving the Combined Company following the Closing in which the holders of the Combined Company's common stock immediately prior to such transaction hold less than fifty percent (50%) of the outstanding voting power of the surviving or resulting entity immediately after such transaction, or (b) any sale, lease, or disposition of all or substantially all of the assets of the Combined Company and its Subsidiaries, taken as a whole, following the Closing.
"Change of Recommendation" means any failure of the Company Board to recommend to the Company's stockholders the approval and adoption of this Agreement or any withdrawal, modification, or qualification of such recommendation in a manner adverse to PVAC.
"Closing" means the closing of the transactions contemplated by this Agreement, including the Merger and the Domestication.
"Closing Date" means the date on which the Closing actually occurs.
"Code" means the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.
"Combined Company" means PVAC (as renamed Helix Bio Therapeutics Holdings Inc.) following the Closing and the consummation of the transactions contemplated by this Agreement.
"Company" means Helix Bio Therapeutics Inc., a Delaware corporation.
"Company Benefit Plans" means each "employee benefit plan" (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) and each other plan, program, policy, arrangement, or agreement (including any employment, severance, retention, change of control, bonus, incentive, deferred compensation, equity-based, health, welfare, retirement, or fringe benefit plan, program, policy, arrangement, or agreement) sponsored, maintained, contributed to, or required to be contributed to by the Company for the benefit of any current or former employee, officer, director, or consultant of the Company, or with respect to which the Company has any liability (contingent or otherwise).
"Company Board" means the Board of Directors of the Company, which, as of the date hereof, consists of Dr. Priya Nandakumar, Dr. James Whitfield, Catherine Alcott, Marcus Leung, and Dr. Elena Vasquez.
"Company Certificate of Incorporation" means the certificate of incorporation of the Company as in effect immediately prior to the Effective Time.
"Company Common Stock" means the common stock of the Company, par value $0.001 per share.
"Company Disclosure Schedules" means the disclosure schedules delivered by the Company to PVAC and Merger Sub concurrently with the execution and delivery of this Agreement.
"Company Equity Plans" means the Helix Bio Therapeutics Inc. 2018 Equity Incentive Plan, as amended, and any successor plan thereto.
"Company Equityholders" means the holders of Company Common Stock and the holders of Company Options and Company Warrants, in each case immediately prior to the Effective Time.
"Company Financial Statements" means (a) the audited consolidated balance sheets of the Company as of December 31, 2021 and December 31, 2022 and the related audited consolidated statements of operations, stockholders' equity (deficit), and cash flows for the fiscal years then ended, together with the notes thereto, audited by Whitmore & Gaines LLP (the "Audited Financial Statements"), and (b) the unaudited interim condensed financial statements of the Company for any interim period ended after December 31, 2022 that are delivered to PVAC pursuant to this Agreement.
"Company IP" means all intellectual Property owned by, licensed to, or used or held for use by the Company in the conduct of its business.
"Company Material Adverse Effect" means any change, event, effect, occurrence, state of facts, development, condition, or circumstance that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on (a) the business, assets, results of operations, or financial condition of the Company or (b) the ability of the Company to timely consummate the transactions contemplated hereby; provided, however, that none of the following, alone or in combination, shall be deemed to constitute, or shall be taken into account in determining whether there has been, a Company Material Adverse Effect: (i) changes in general economic, financial, or political conditions, (ii) changes in conditions generally affecting the biotechnology or pharmaceutical industries, (iii) changes in Law or GAAP or the interpretation thereof, (iv) changes in the financial, credit, or securities markets generally (including changes in interest rates), (v) the announcement or pendency of the transactions contemplated by this Agreement, including any loss of or adverse change in the relationship of the Company with its employees, customers, suppliers, licensors, licensees, collaborators, or other third parties resulting therefrom, (vi) acts of war, terrorism, pandemics, epidemics, or natural disasters, (vii) any failure of the Company to meet internal projections, budgets, or forecasts (though the underlying causes thereof may be considered), or (viii) actions taken or omitted at the written request of PVAC, in each case of clauses (i) through (iv) and (vi), to the extent such matters do not disproportionately affect the Company relative to other similarly situated companies in the biotechnology industry.
"Company Options" means all outstanding and unexercised options to purchase shares of Company Common Stock granted under the Company Equity Plans.
"Company Permits" means all permits, licenses, franchises, approvals, clearances, registrations, authorizations, variances, exemptions, certificates, consents, and orders of any Governmental Authority held by the Company or necessary for the conduct of the Company's business as currently conducted.
"Company Stock" means the Company Common Stock.
"Company Warrants" means all outstanding warrants to purchase shares of Company Common Stock.
"Consent" means any consent, approval, authorization, clearance, exemption, waiver, or similar affirmation by any Person pursuant to any Contract, Law, Order, or Permit.
"Contracts" means all agreements, contracts, leases, subleases, licenses, sublicenses, instruments, notes, bonds, mortgages, indentures, commitments, obligations, undertakings, arrangements, and understandings (whether written or oral) to which the applicable Person is a party or by which any of its properties or assets are bound.
"DGCL" means the Delaware General Corporation Law, Title 8 of the Delaware Code, as amended.
"Dissenting Shares" means shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by a holder who has properly exercised and perfected appraisal rights with respect to such shares in accordance with Section 262 of the DGCL and has not effectively withdrawn or lost such appraisal rights.
"Domestication" means the re-domestication of PVAC from a Cayman Islands exempted company to a corporation incorporated under the laws of the State of Delaware, effected pursuant to Section 388 of the DGCL and Part XII of the Companies Act (As Revised) of the Cayman Islands.
"Earnout Period" means the thirty-six (36)-month period commencing on the Closing Date and ending on the third (3rd) anniversary of the Closing Date.
"Earnout Shares" means up to 500,000 shares of Acquiror Class A Common Stock (or Combined Company common stock following the Closing) issuable to the former Company Equityholders pursuant to Section 5.06, subject to the satisfaction of the conditions set forth therein.
"Effective Time" means the time at which the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware in accordance with the DGCL (or such later effective time as the Parties may agree upon and specify in the Certificate of Merger).
"Enterprise Value" means $40,000,000.
"Equity Value" means approximately $40,000,000, which is the aggregate value ascribed to the equity of the Company in the Merger, calculated on a fully diluted basis.
"ERISA" means the Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder.
"Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.
"Exchange Agent" means Adriatic Health IT of Delaware, Inc., 1 Ashbury Asset Advisors, 30th Floor, New York, New York 10004, or such other exchange agent as may be appointed pursuant to Section 5.08.
"Exchange Ratio" means the quotient obtained by dividing (a) the total Merger Consideration (4,000,000 shares of Acquiror Class A Common Stock) by (b) the total number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (calculated on a fully diluted, as-converted, and as-exercised basis, including shares of Company Common Stock issuable upon the exercise of all Company Options and Company Warrants outstanding immediately prior to the Effective Time, but excluding any Dissenting Shares).
"Fundamental Representations" means, with respect to the Company, the representations and warranties set forth in Section 3.01 (Organization and Qualification), Section 3.04 (Capitalization), Section 3.05 (Authority; Binding Nature), and Section 3.22 (Brokers and Finders), and, with respect to PVAC and Merger Sub, the representations and warranties set forth in Section 4.01 (Organization and Qualification), Section 4.02 (Capitalization), Section 4.03 (Authority; Binding Nature), and Section 4.12 (Brokers and Finders).
"GAAP" means United States generally accepted accounting principles, consistently applied.
"Governmental Authority" means any federal, state, local, municipal, foreign, supranational, or other government, any governmental, regulatory, or administrative authority, agency, bureau, commission, department, or instrumentality (including the SEC, the Internal Revenue Service, the United States Food and Drug Administration, the Secretary of State of the State of Delaware, the Cayman Islands Registrar of Companies, and the Nasdaq Capital Market), or any court, tribunal, arbitral body, or other judicial or quasi-judicial authority.
"HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder. For the avoidance of doubt, the Parties have determined that no filing under the HSR Act is required in connection with the transactions contemplated by this Agreement.
"intellectual Property" means all intellectual property and industrial property rights of every kind or nature, including (a) patents, patent applications, and patent disclosures, together with all reissues, continuations, continuations-in-part, divisions, revisions, extensions, reexaminations, and supplemental protection certificates thereof, (b) trademarks, service marks, trade names, corporate names, trade dress, logos, and other source identifiers, together with all goodwill associated therewith, and all applications, registrations, and renewals thereof, (c) copyrights and copyrightable works and all applications, registrations, and renewals thereof, (d) trade secrets, know-how, inventions (whether or not patentable), discoveries, improvements, technology, software, data, databases, and other confidential and proprietary information, and (e) internet domain names and social media accounts.
"IPO" means the initial public offering of PVAC, completed on August 16, 2021, in which PVAC sold 5,000,000 units at a price of $10.00 per unit, for aggregate gross proceeds of $50,000,000, each unit consisting of one Class A ordinary share and one-half of one redeemable warrant.
"IPO Registration Statement" means the Registration Statement on Form S-1 filed by PVAC with the SEC in connection with the IPO, as amended and declared effective.
"IRS" means the Internal Revenue Service.
"Knowledge of the Company" or any similar phrase means the actual knowledge, after reasonable inquiry of their direct reports, of Dr. Priya Nandakumar (Chief Executive Officer), Dr. James Whitfield (Chief Scientific Officer), and the Company's Chief Financial Officer.
"Law" means any statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree, or other order issued or promulgated by any Governmental Authority.
"Liens" means any mortgage, pledge, lien, security interest, charge, claim, equitable interest, encumbrance, restriction on transfer, conditional sale or other title retention arrangement, right of first refusal, preemptive right, or other similar restriction or encumbrance.
"Lock-Up Agreement" means the lock-up agreement in the form attached hereto as Exhibit B, to be entered into at the Closing by each of the Company Equityholders receiving Merger Consideration and the Sponsor.
"Losses" means any and all losses, damages, liabilities, claims, demands, judgments, fines, penalties, costs, and expenses (including reasonable attorneys' fees and expenses and costs of investigation and remediation), but excluding punitive, consequential, special, or exemplary damages (except to the extent actually paid to a third party in connection with a third-party claim).
"Material Contract" has the meaning set forth in Section 3.16.
"Merger" means the merger of Merger Sub with and into the Company, with the Company surviving as a wholly owned subsidiary of the Acquiror, on the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL.
"Merger Consideration" means 4,000,000 shares of Acquiror Class A Common Stock, derived from the Enterprise Value of $40,000,000 divided by the Per Share Value of $10.00 per share, to be issued to the holders of Company Common Stock (and, on an as-converted and as-exercised basis, the holders of Company Options and Company Warrants) in exchange for their shares of Company Common Stock in connection with the Merger.
"Merger Sub" means Pinnacle Merger Sub Inc., a Delaware corporation and a direct, wholly owned subsidiary of PVAC.
"Minimum Cash Condition" means the condition set forth in Section 7.03(c) requiring that the Available Cash be not less than $30,000,000.
"Nasdaq" means The Nasdaq Capital Market.
"Net Cash" means Total Cash minus Total Transaction Expenses.
"Order" means any order, judgment, injunction, decree, ruling, writ, assessment, or arbitration award of any Governmental Authority.
"Outside Date" means September 30, 2023, as such date may be extended by mutual written agreement of the Parties.
"Per Share Merger Consideration" means, with respect to each share of Company Common Stock outstanding immediately prior to the Effective Time (other than Dissenting Shares and treasury shares), a number of shares of Acquiror Class A Common Stock equal to the Exchange Ratio.
"Per Share Value" means $10.00.
"Permitted Liens" means (a) Liens for Taxes not yet due and payable or being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP, (b) mechanics', carriers', workmen's, repairmen's, and other similar Liens arising in the ordinary course of business, (c) pledges or deposits to secure obligations under workers' compensation, unemployment insurance, or similar legislation, (d) Liens created by this Agreement, and (e) other imperfections of title, easements, covenants, restrictions, or encumbrances that do not materially interfere with the present use of the applicable property or asset.
"Person" means any individual, corporation, partnership, limited partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization, Governmental Authority, or any other entity.
"PIPE Financing" means the private investment in public equity financing pursuant to the Subscription Agreements, providing for aggregate gross proceeds of $20,000,000 through the issuance and sale of 2,000,000 shares of Acquiror Class A Common Stock at $10.00 per share.
"PIPE Investors" means (a) Brindoval Capital Management, LP, a Delaware limited partnership (Thomas Yeung, Managing Partner; 600 Montgomery Street, Suite 2800, San Francisco, California 94111), which has committed to purchase 1,500,000 shares for an aggregate purchase price of $15,000,000, and (b) Lakepoint Health Opportunities Fund, LP, a Delaware limited partnership (Diana Strickland, Principal; 399 Park Avenue, 18th Floor, New York, New York 10022), which has committed to purchase 500,000 shares for an aggregate purchase price of $5,000,000.
"Proxy Statement/Prospectus" means the proxy statement of PVAC on Schedule 14A, which also constitutes the prospectus forming a part of the Registration Statement on Form S-4, relating to the PVAC Special Meeting and the transactions contemplated by this Agreement.
"PVAC Shareholder Approval" means the approval and adoption of the proposals submitted for approval at the PVAC Special Meeting, including approval of the Business Combination, approval of the Domestication, adoption of the Amended and Restated Certificate of Incorporation, approval of the issuance of Acquiror Class A Common Stock in connection with the Merger and the PIPE Financing, election of directors of the Combined Company, and any adjournment proposal, in each case by the requisite vote of the shareholders of PVAC as required by applicable Law and the organizational documents of PVAC.
"PVAC Special Meeting" means the special meeting of the shareholders of PVAC to be called and held for the purpose of obtaining the PVAC Shareholder Approval, including any adjournment or postponement thereof.
"Redemption" means the exercise by holders of Acquiror Class A Common Stock of their right to have their shares redeemed for a pro rata portion of the funds held in the Trust Account, in accordance with PVAC's organizational documents and applicable Law.
"Registration Rights Agreement" means the registration rights agreement in the form attached hereto as Exhibit C, to be entered into at the Closing by the Combined Company, the Sponsor, and certain former Company Equityholders.
"Registration Statement" means the registration statement on Form S-4 (File No. 333-271498) filed by PVAC with the SEC, which includes the Proxy Statement/Prospectus, and any amendments or supplements thereto.
"Representatives" means, with respect to any Person, such Person's officers, directors, managers, employees, agents, attorneys, accountants, financial advisors, consultants, and other representatives.
"SEC" means the United States Securities and Exchange Commission.
"Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.
"Sponsor" means Pinnacle Venture Sponsor LLC, a Delaware limited liability company, the managing members of which are Derek Holroyd and Samantha Briggs.
"Sponsor Forfeiture Shares" means 375,000 Founder Shares (representing thirty percent (30%) of the 1,250,000 Founder Shares outstanding) to be forfeited by the Sponsor at the Closing in accordance with the Sponsor Support Agreement.
"Sponsor Support Agreement" means the Sponsor Support Agreement, dated as of the date hereof, by and among the Sponsor, PVAC, and the Company, in the form attached hereto as Exhibit A.
"Subscription Agreements" means the subscription agreements, each dated as of the date hereof, entered into by PVAC with each of the PIPE Investors, pursuant to which the PIPE Investors have agreed to subscribe for and purchase an aggregate of 2,000,000 shares of Acquiror Class A Common Stock at a purchase price of $10.00 per share for aggregate gross proceeds of $20,000,000.
"Superior Proposal" means an unsolicited bona fide written Acquisition Proposal that the Company Board determines in good faith, after consultation with outside legal counsel and its financial advisors, (a) would result in a transaction that is more favorable to the Company's stockholders from a financial point of view than the Merger and the other transactions contemplated by this Agreement (taking into account any revisions to this Agreement proposed by PVAC) and (b) is reasonably capable of being consummated in accordance with its terms.
"Surviving Corporation" means the Company, as the surviving corporation of the Merger.
"Tax" or "Taxes" means (a) any and all federal, state, local, municipal, foreign, or other taxes of any kind, including income, franchise, profits, capital gains, capital stock, gross receipts, value-added, ad valorem, sales, use, service, real or personal property, stamp, documentary, filing, recording, transfer, excise, severance, occupation, premium, windfall profits, environmental, customs duties, capital stock, unemployment, disability, payroll, social security, Medicare, withholding, backup withholding, alternative or add-on minimum, estimated, and other taxes, charges, fees, levies, imposts, duties, or assessments of any kind whatsoever, (b) any interest, penalties, fines, additions to tax, or additional amounts imposed by any Governmental Authority in connection with any item described in clause (a), and (c) any liability in respect of any item described in clauses (a) or (b) payable by reason of Contract, assumption, transferee or successor liability, operation of Law, Treasury Regulations Section 1.1502-6 (or any similar provision of state, local, or non-U.S. Law), or otherwise.
"Tax Return" means any return (including any information return), report, statement, schedule, notice, form, declaration, claim for refund, or other document or information filed with or submitted to, or required to be filed with or submitted to, any Governmental Authority in connection with the determination, assessment, collection, or payment of any Tax or in connection with the administration, implementation, or enforcement of, or compliance with, any Law relating to any Tax.
"Total Cash" means the sum of (a) the Trust Proceeds (net of Redemptions) plus (b) the gross proceeds received by PVAC from the PIPE Financing.
"Transaction Expenses" means all fees, costs, and expenses incurred by any Party in connection with the negotiation, preparation, execution, and performance of this Agreement and the consummation of the transactions contemplated hereby, including (a) all fees and expenses of counsel, accountants, financial advisors, proxy solicitors, and other advisors, (b) all filing, registration, and listing fees, (c) all printing, mailing, and distribution expenses, (d) the deferred underwriting commission, (e) the D&O Tail Policy premium, and (f) all other fees and expenses incurred in connection with the transactions contemplated by this Agreement.
"Trust Account" means the trust account maintained by PVAC at Grandview Trust Company, N.A. (the "Trustee"), holding PVAC's IPO proceeds and interest earned thereon, established pursuant to the Trust Agreement.
"Trust Agreement" means the Investment Management Trust Agreement, dated as of August 16, 2021, by and between PVAC and Grandview Trust Company, N.A., as trustee, as the same may be amended from time to time in accordance with its terms.
"Trust Amount" means $51,247,813.55 (consisting of the IPO proceeds of $50,000,000 and interest earned thereon as of the date hereof), or such other amount as may be held in the Trust Account as of the Closing Date (prior to giving effect to any Redemptions).
"Trustee" means Grandview Trust Company, N.A., 388 Greenwich Street, New York, New York 10013, in its capacity as trustee under the Trust Agreement.
"VWAP" means, with respect to any security on any trading day, the volume-weighted average closing price of such security on the applicable securities exchange (as reported by Crowne Albany Systems, or, if not available, by such other source as the Acquiror Board shall determine in good faith to be a reliable source).
"Willful Breach" means a material breach that is a consequence of an act or failure to act undertaken by the breaching Party with actual knowledge (or that should have been known after reasonable inquiry) that the taking of such act or failure to act would, or would reasonably be expected to, result in or constitute a breach of this Agreement.
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 "Surviving Corporation") and shall continue its existence as a corporation duly organized and validly existing under the laws of the State of Delaware. Upon the consummation of the Merger at the Effective Time, the Surviving Corporation shall be a direct, wholly owned subsidiary of the Acquiror.
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 shall take place on the third (3rd) Business Day following the date on which all such conditions shall have been satisfied or waived, or at such other date, time, and place as PVAC and the Company may mutually agree in writing. The Closing shall take place remotely via the electronic exchange of documents and signatures or, if the Parties mutually agree, at the offices of Calderwood & Harkness LLP, One Federal Street, 42nd Floor, Boston, Massachusetts 02110, or at such other location as the Parties may agree. For the avoidance of doubt, the actual Closing Date was June 20, 2023.
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 become effective at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware (or at such later effective time as the Parties may agree upon and specify in the Certificate of Merger) (such time being the "Effective Time").
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 all debts, liabilities, obligations, restrictions, and duties of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, and duties of the Surviving Corporation.
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, the bylaws of the Company, as in effect immediately prior to the Effective Time, shall be and remain the bylaws of the Surviving Corporation until thereafter duly amended in accordance with the terms thereof, the certificate of incorporation of the Surviving Corporation, and the DGCL.
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 with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualified or until their earlier death, resignation, or removal.
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 as a Cayman Islands exempted company.
(b) PVAC shall file or cause to be filed a Certificate of Corporate Domestication with the Secretary of State of the State of Delaware, together with the Amended and Restated Certificate of Incorporation in the form attached hereto as Exhibit D, in each case in accordance with Section 388 of the DGCL.
(c) The Domestication shall be effective as of June 15, 2023 (or such other date prior to the Closing Date as the Parties may mutually agree in writing), at which time PVAC shall become a corporation organized and existing under the laws of the State of Delaware.
(d) Upon and after the effectiveness of the Domestication, PVAC shall be a Delaware corporation named "Helix Bio Therapeutics Holdings Inc." and shall be governed by the DGCL and the Amended and Restated Certificate of Incorporation.
(e) Upon the effectiveness of the Domestication, each then-outstanding Class A ordinary share of PVAC (Cayman Islands) shall automatically convert, on a one-for-one basis, into one (1) share of Class A common stock, par value $0.0001 per share, of the domesticated entity.
(f) Upon the effectiveness of the Domestication, each then-outstanding Class B ordinary share (Founder Share) of PVAC (Cayman Islands) shall automatically convert, on a one-for-one basis, into one (1) share of Class A common stock, par value $0.0001 per share, of the domesticated entity; provided, that such conversion shall be subject to the Sponsor's obligation to forfeit the Sponsor Forfeiture Shares (375,000 shares) at the Closing in accordance with the Sponsor Support Agreement.
(g) Upon the effectiveness of the Domestication, each then-outstanding warrant of PVAC shall automatically convert into a warrant exercisable for one (1) share of Acquiror Class A Common Stock (of the domesticated entity) on substantially the same terms and conditions as were applicable to such warrant immediately prior to the Domestication, including the exercise price of $11.50 per share.
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 cause the Merger (together with the Domestication) to qualify as such a reorganization and shall not take any action, or fail to take any action, that would reasonably be expected to cause the Merger to fail to so qualify.
(b) In connection with the PIPE Financing, the Parties acknowledge that the treatment of the PIPE Investors' investment for U.S. federal income tax purposes shall be analyzed under the provisions of Section 351 of the Code and Section 368 of the Code, as applicable, and the Parties shall cooperate in providing such information and making such filings as may be necessary or appropriate in connection therewith.
(c) The Parties shall report the Merger for all Tax purposes consistently with the intended tax treatment described in this Section 2.08, unless otherwise required by a final "determination" (as defined in Section 1313(a) of the Code).
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 section or subsection is reasonably apparent on the face of such disclosure), the Company represents and warrants to PVAC and Merger Sub as of the date hereof and as of the Closing Date (except where any such representation or warranty expressly speaks as of a particular date, in which case such representation or warranty shall be true and correct as of such particular date) as follows:
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, Delaware 19801. The principal executive offices of the Company are located at 450 Kendall Street, Suite 800, Cambridge, Massachusetts 02142.
(b) The Company has all requisite corporate power and authority to own, operate, and lease its properties and assets and to conduct its business as currently conducted. The Company is duly licensed or qualified and in good standing as a foreign corporation in each jurisdiction where the nature of its business or the character or location of the properties and assets owned, leased, or operated by it requires such licensing or qualification, except where the failure to be so licensed, qualified, or in good standing would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The jurisdictions in which the Company is so qualified are set forth in Section 3.01(b) of the Company Disclosure Schedules and include the Commonwealth of Massachusetts.
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 issued, fully paid, and non-assessable and were issued in compliance with all applicable federal and state securities Laws and not in violation of any preemptive rights, rights of first refusal, or other similar rights.
(c) As of the date hereof, the holders of Company Common Stock and their respective ownership percentages are as follows:
(d) As of the date hereof, in addition to the outstanding shares of Company Common Stock, (i) Company Options to purchase an aggregate of 1,100,000 shares of Company Common Stock are outstanding under the Company Equity Plans (with a weighted average exercise price of $2.40 per share), and (ii) Company Warrants to purchase an aggregate of 200,000 shares of Company Common Stock are outstanding (with a weighted average exercise price of $3.15 per share). Except as set forth in this Section 3.04(d) and Section 3.04(d) of the Company Disclosure Schedules, there are no other outstanding options, warrants, rights, agreements, convertible or exchangeable securities, "phantom" stock rights, stock appreciation rights, stock-based performance units, or commitments or obligations of any kind relating to the capital stock of the Company, or pursuant to which the Company is or may become obligated to issue, deliver, or sell, or cause to be issued, delivered, or sold, any shares of its capital stock or any securities convertible into, exchangeable for, or exercisable for any shares of its capital stock.
(e) Except as set forth in Section 3.04(e) of the Company Disclosure Schedules, there are no outstanding preemptive rights, anti-dilution rights, rights of first refusal, rights of first offer, subscription rights, or other similar rights with respect to any shares of Company Common Stock or other equity interests of the Company.
(f) There are no voting trusts, stockholder agreements, proxies, or other agreements, instruments, or understandings in effect with respect to the voting or transfer of any shares of Company Common Stock.
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 contemplated hereby have been duly authorized by the Company Board at a meeting duly called and held on March 21, 2023, and, subject to obtaining the Company Stockholder Approval, no further corporate action on the part of the Company is necessary to authorize the execution, delivery, and performance of this Agreement or the consummation of the Merger.
(b) This Agreement has been duly executed and delivered by the Company and (assuming due authorization, execution, and delivery by each of PVAC and Merger Sub) constitutes the legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other similar Laws of general applicability affecting or relating to creditors' rights generally, and (ii) general principles of equity, whether considered in a proceeding in equity or at law (collectively, the "Enforceability Exceptions").
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 contemplated by Section 3.06(b) and Section 3.06(c) have been obtained or made, conflict with or violate any Law or Order applicable to the Company or by which any of its properties or assets are bound; or (iii) result in any breach of, or constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, require any Consent under, result in the loss of any benefit under, or give rise to any right of termination, cancellation, modification, or acceleration under, or result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of the Company under, any Material Contract; except, in the case of clauses (ii) and (iii), as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(b) The following Consents shall be required in connection with the consummation of the transactions contemplated by this Agreement:
(i) Exclusive License Agreement with Regents of Graystone University (License No. GU-2019-0914-HBT, dated September 14, 2019): The License Agreement contains a change-of-control provision that requires the prior written consent of the Regents of Graystone University to any assignment or transfer of rights under such agreement (including by operation of law) resulting from a change of control of the Company. Such consent shall be required to be obtained prior to the Closing.
(ii) Collaboration and Option Agreement with Meridian Pharmaceuticals Inc. (MPI-COA-2021-0308, dated March 8, 2021): The Collaboration and Option Agreement requires that the Company provide written notice to Meridian Pharmaceuticals Inc. of any change of control within fifteen (15) days after the occurrence thereof. No consent from Meridian Pharmaceuticals is required; however, timely notice must be provided.
(iii) Lease with Kendall Square Properties Trust (Lease No. KSP-2020-0800, for premises at 450 Kendall Street, Suite 800, Cambridge, Massachusetts 02142): The Lease requires the prior written consent of the landlord to any assignment of the Lease, including an assignment resulting from a change of control of the tenant. Such landlord consent shall be required to be obtained prior to the Closing.
(c) No filing with or authorization of any Governmental Authority is required in connection with the execution, delivery, and performance of this Agreement by the Company or the consummation by the Company of the Merger and the other transactions contemplated hereby, except for (i) filings with the SEC, (ii) filings of the Certificate of Merger with the Secretary of State of the State of Delaware, (iii) filings required by the Nasdaq Capital Market, and (iv) such other filings as may be required under applicable state securities or "blue sky" Laws. For the avoidance of doubt, no filing under the HSR Act is required in connection with the transactions contemplated by this Agreement.
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 "Audited Financial Statements"), and (ii) the unaudited interim balance sheet of the Company as of the last day of each calendar quarter ended after December 31, 2022 and prior to the date hereof, and the related unaudited statements of operations for the periods then ended (collectively with the Audited Financial Statements, the "Company Financial Statements").
(b) The Company Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto, and subject, in the case of unaudited interim financial statements, to normal year-end audit adjustments, the absence of complete notes, and other customary presentation differences, none of which, individually or in the aggregate, would be material), and present fairly, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods indicated therein.
(c) The Company's key financial data as reflected in the Audited Financial Statements includes the following: for the fiscal year ended December 31, 2022, total revenue was $2,100,000 (consisting primarily of collaboration and licensing revenue), net loss was ($18,400,000), and cash and cash equivalents as of December 31, 2022 were $9,700,000.
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 dividend or other distribution (whether in cash, stock, or property) with respect to any shares of its capital stock;
(ii) made any change in its accounting methods, principles, or practices, except as required by GAAP or applicable Law;
(iii) granted any increase in the compensation or benefits payable or to become payable to any of its directors, officers, or employees outside of the ordinary course of business consistent with past practice;
(iv) incurred any material indebtedness for borrowed money or guaranteed any such indebtedness of another Person;
(v) made any loans, advances, or capital contributions to, or investments in, any other Person (other than ordinary course advances to employees);
(vi) mortgaged, pledged, or subjected to any Lien any of its material properties or assets (other than Permitted Liens);
(vii) sold, assigned, transferred, conveyed, leased, or otherwise disposed of any material properties or assets, except in the ordinary course of business; or
(viii) agreed, committed, or entered into any binding agreement to do any of the foregoing.
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 incurred since December 31, 2022 in the ordinary course of business consistent with past practice that are not, individually or in the aggregate, material, (c) liabilities and obligations incurred in connection with this Agreement and the transactions contemplated hereby, and (d) liabilities and obligations that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
Section 3.10 Litigation. Except as set forth in Section 3.10 of the Company Disclosure Schedules, there are no Actions pending or, t

BUSINESS COMBINATION AGREEMENT

BUSINESS COMBINATION AGREEMENT

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ARTICLE I

DEFINITIONS

ARTICLE II

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

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