1046-00001 · Helix Bio Therapeutics Inc · Transaction Documents

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SUBSCRIPTION AGREEMENT

Dated as of March 22, 2023

by and between

PINNACLE VENTURE ACQUISITION CORP.

and

BRINDOVAL CAPITAL MANAGEMENT, LP

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SUBSCRIPTION AGREEMENT

This SUBSCRIPTION AGREEMENT (this "Subscription Agreement" or "Agreement") is entered into as of March 22, 2023, by and between Pinnacle Venture Acquisition Corp., a Cayman Islands exempted company (the "Issuer" or "PVAC"), and Brindoval Capital Management, LP, a Delaware limited partnership (the "Investor" or "Subscriber").

RECITALS

WHEREAS, the Issuer is a Cayman Islands exempted company whose securities are listed on The Nasdaq Stock Market LLC ("Nasdaq") under the ticker symbols "PVAC.U" (units), "PVAC" (Class A ordinary shares), and "PVAC.W" (warrants), and which completed its initial public offering on August 16, 2021, raising aggregate gross proceeds of Fifty Million Dollars ($50,000,000) through the sale of 5,000,000 units at a price of $10.00 per unit;

WHEREAS, the Issuer, Pinnacle Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of the Issuer ("Merger Sub"), and Helix Bio Therapeutics Inc., a Delaware corporation ("HBT"), have entered into that certain Business Combination Agreement, dated as of March 22, 2023 (as it may be amended, supplemented, or otherwise modified from time to time, the "Business Combination Agreement" or "BCA"), pursuant to which, among other things, Merger Sub will merge with and into HBT, with HBT surviving as a wholly owned subsidiary of the Issuer (the "Business Combination");

WHEREAS, in connection with the Business Combination, the Issuer will re-domesticate from a Cayman Islands exempted company to a corporation organized under the laws of the State of Delaware (the "Domestication") and, upon the effectiveness of the Domestication, will change its name to "Helix Bio Therapeutics Holdings Inc.," and its shares of Class A common stock will thereafter trade on Nasdaq under the ticker symbol "HBIO";

WHEREAS, the Investor desires to subscribe for and purchase, and the Issuer desires to issue and sell to the Investor, shares of Class A common stock of the Issuer (or, following the Domestication, shares of Class A common stock of Helix Bio Therapeutics Holdings Inc.) on the terms and conditions set forth herein (the "Subscription" or the "PIPE Investment"); and

WHEREAS, the Subscription is one component of a private placement of equity securities (the "PIPE") being conducted by the Issuer in connection with the Business Combination, pursuant to which the Issuer is also entering into a separate subscription agreement with Lakepoint Health Opportunities Fund, LP for an additional commitment of Five Million Dollars ($5,000,000), resulting in aggregate PIPE proceeds to the Issuer of Twenty Million Dollars ($20,000,000).

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual representations, warranties, covenants, and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1. SUBSCRIPTION

1.1 Subscription. Subject to the terms and conditions set forth herein, the Investor hereby irrevocably subscribes for and agrees to purchase from the Issuer one million five hundred thousand (1,500,000) shares (the "Subscribed Shares") of Class A common stock, par value $0.0001 per share, of the Issuer (or, following the Domestication, Class A common stock, par value $0.0001 per share, of Helix Bio Therapeutics Holdings Inc.) at a purchase price of Ten Dollars ($10.00) per share, for an aggregate purchase price of Fifteen Million Dollars ($15,000,000) (the "Subscription Amount"). The Issuer hereby agrees to issue and sell the Subscribed Shares to the Investor at the Closing (as defined below) in exchange for the payment of the Subscription Amount in accordance with Section 1.2 hereof. For the avoidance of doubt, the term "Class A common stock" as used herein shall refer to the Class A ordinary shares of the Issuer prior to the Domestication and the Class A common stock of Helix Bio Therapeutics Holdings Inc. following the Domestication, and the Subscribed Shares shall be shares of Class A common stock of the entity resulting from the Domestication.

1.2 Closing. (a) The closing of the Subscription contemplated hereby (the "Closing") shall occur concurrently with, and shall be conditioned upon, the closing of the Business Combination (the "Business Combination Closing"). The date on which the Closing actually occurs is referred to herein as the "Closing Date."

(b) No later than one (1) business day prior to the anticipated date of the Business Combination Closing, the Investor shall deliver the Subscription Amount of Fifteen Million Dollars ($15,000,000) by wire transfer of immediately available funds to the account designated by the Issuer (or its designee), which Subscription Amount shall be held in escrow and released upon the occurrence of the Business Combination Closing. The Issuer shall provide wire transfer instructions to the Investor not less than five (5) business days prior to the anticipated Closing Date. Such wire transfer instructions shall specify the name, address, and ABA routing number of the receiving bank, the account name and number, and any other information reasonably necessary to effectuate the wire transfer.

(c) Upon the Closing, the Issuer shall cause Adriatic Health IT of Delaware, Inc. (the "Transfer Agent"), located at 1 Ashbury Asset Advisors, 30th Floor, New York, NY 10004, to register the Subscribed Shares in book-entry form in the name of the Investor on the Issuer's share register. Delivery of the Subscribed Shares shall be made by the Transfer Agent by crediting such Subscribed Shares to the Investor's account in the records of the Transfer Agent, and the Issuer shall deliver to the Investor evidence of such book-entry registration reasonably satisfactory to the Investor promptly following the Closing.

(d) In the event that the Business Combination Closing does not occur within two (2) business days after the anticipated date thereof as communicated by the Issuer to the Investor, the Subscription Amount shall be promptly (and in any event within three (3) business days) returned to the Investor by wire transfer of immediately available funds to the account from which such funds were originally transmitted, without any deduction, setoff, or withholding. Any such return of the Subscription Amount shall not, in and of itself, constitute a termination of this Subscription Agreement unless otherwise agreed by the parties.

1.3 Further Assurances.

Each party hereto agrees to execute and deliver such additional documents, instruments, conveyances, and assurances, and to take such further actions as may be reasonably necessary or appropriate to carry out and give effect to the provisions of this Subscription Agreement and to consummate the transactions contemplated hereby.

SECTION 2. REPRESENTATIONS AND WARRANTIES OF THE INVESTOR

The Investor hereby represents and warrants to the Issuer as of the date hereof and as of the Closing Date (except to the extent that any such representation or warranty speaks as of a specific date, in which case such representation or warranty shall be made as of such specific date) as follows:

2.1 Organization and Authority.

The Investor is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Investor has all requisite limited partnership power and authority to enter into, execute, deliver, and perform its obligations under this Subscription Agreement. Thomas Yeung, Managing Partner of the Investor, is duly authorized to execute this Subscription Agreement on behalf of the Investor and to bind the Investor to the terms and conditions hereof. The Investor's principal office is located at 600 Montgomery Street, Suite 2800, San Francisco, CA 94111.

2.2 Authorization; Enforceability.

The execution, delivery, and performance by the Investor of this Subscription Agreement and the consummation by the Investor of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Investor, including all required approvals by the general partner of the Investor and any required advisory committee or limited partner consents. No other proceedings or approvals on the part of the Investor are necessary to authorize this Subscription Agreement or to consummate the transactions contemplated hereby. This Subscription Agreement has been duly executed and delivered by the Investor and constitutes the legal, valid, and binding obligation of the Investor, enforceable against the Investor in accordance with its terms, except as enforcement may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or similar laws now or hereafter in effect affecting creditors' rights generally and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

2.3 No Conflicts.

The execution, delivery, and performance by the Investor of this Subscription Agreement, and the consummation by the Investor of the transactions contemplated hereby, including the payment of the Subscription Amount and the acquisition of the Subscribed Shares, do not and will not (a) conflict with or violate any provision of the certificate of limited partnership, limited partnership agreement, or other organizational documents of the Investor, (b) conflict with or result in a breach of, or constitute a default (or an event that with notice or lapse of time, or both, would become a default) under, or give rise to any right of termination, cancellation, acceleration, or loss of any material benefit under, any material contract, agreement, indenture, or other instrument to which the Investor is a party or by which any of its assets are bound, or (c) violate or conflict with any applicable law, rule, regulation, order, judgment, injunction, decree, or other legal requirement applicable to the Investor.

2.4 Accredited Investor Status.

The Investor is an "accredited investor" as such term is defined in Rule 501(a) under Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act"). Specifically, the Investor qualifies as an accredited investor under Rule 501(a)(1) of Regulation D as an institutional investor. The Investor is not required to be registered as a broker-dealer under Section 15 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Investor is not a member of the Financial Industry Regulatory Authority, Inc.

2.5 Investment Intent; Restricted Securities.

(a) The Investor is acquiring the Subscribed Shares solely for its own account for investment purposes only and not with a view to any distribution thereof, in whole or in part, in violation of the Securities Act or any applicable state securities laws. The Investor does not presently have any contract, undertaking, agreement, or arrangement with any person to sell, transfer, or grant participations to such person or to any third person, with respect to any of the Subscribed Shares, in violation of the Securities Act or any applicable state securities laws.

(b) The Investor acknowledges and agrees that the Subscribed Shares have not been and will not be registered under the Securities Act or any state or other jurisdiction's securities laws, and that the Subscribed Shares are being offered and sold to the Investor in reliance on specific exemptions from the registration requirements of the Securities Act and state securities laws, including Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Investor's representations as expressed herein.

(c) The Investor understands and acknowledges that the Subscribed Shares are "restricted securities" within the meaning of Rule 144 promulgated under the Securities Act and may not be offered, sold, pledged, assigned, or otherwise transferred except (i) pursuant to an effective registration statement under the Securities Act, (ii) pursuant to an applicable exemption from registration under the Securities Act (including, without limitation, Rule 144 thereunder, if available), or (iii) in a transaction not requiring registration under the Securities Act. The Investor further understands that any certificates or book-entry notations representing the Subscribed Shares will bear a customary restrictive legend reflecting the foregoing restrictions on transfer.

2.6 Investor Sophistication.

(a) The Investor is a sophisticated institutional investor with sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of the Subscription and the Business Combination, including the risks associated with an investment in a clinical-stage biotechnology company. The Investor has made its own independent investigation, analysis, and evaluation of the Issuer, HBT, the Business Combination, and the Subscribed Shares and has made its own assessment of the advisability of the Subscription.

(b) The Investor has had the opportunity to review and has reviewed such information as it has deemed necessary to make its investment decision, including the draft Registration Statement on Form S-4 filed with the Securities and Exchange Commission (the "SEC") under File No. 333-271498 (the "Form S-4") and the documents incorporated by reference therein, the Business Combination Agreement and ancillary agreements, and such other information as the Investor has requested from the Issuer. The Investor has had the opportunity to ask questions of and receive answers from the management of the Issuer and HBT concerning the terms and conditions of the Subscription and the Business Combination and has received all information that it has requested.

(c) The Investor acknowledges that HBT is a clinical-stage biotechnology company with limited revenue, having generated only approximately $2,100,000 in collaboration and licensing revenue for the fiscal year ended December 31, 2022, and that HBT has incurred significant operating losses, including a net loss of ($18,400,000) for the fiscal year ended December 31, 2022. The Investor further acknowledges that there is significant risk associated with HBT's product candidates, including HBT-301, which is currently in Phase 1b clinical trials, and HBT-502, which is in the preclinical stage. The Investor understands that there can be no assurance that any of HBT's product candidates will receive regulatory approval, be successfully commercialized, or generate meaningful revenue.

(d) The Investor acknowledges that the Issuer and HBT have not made any representation or warranty, express or implied, to the Investor other than those representations and warranties expressly set forth in this Subscription Agreement.

2.7 Sufficient Funds.

The Investor has, and as of the Closing Date will have, sufficient funds available to pay the Subscription Amount of Fifteen Million Dollars ($15,000,000) and to consummate the transactions contemplated hereby. The Investor's obligation to fund the Subscription Amount is not contingent upon any financing condition and does not require the Investor to obtain any additional capital commitment, line of credit, loan, or other financing arrangement.

2.8 No Government Review.

The Investor understands that no federal, state, or foreign governmental authority has passed on or made any recommendation or endorsement of the Subscribed Shares or the fairness or suitability of the investment in the Subscribed Shares, and that no such governmental authority has confirmed the accuracy or determined the adequacy of the disclosures made to the Investor in connection with the Subscription.

2.9 No Broker.

No broker, finder, or investment banker is entitled to any brokerage, finder's, or other fee or commission in connection with the Subscription based upon arrangements made by or on behalf of the Investor. The Investor acknowledges that Birchwood Partners LLC, located at 200 West 57th Street, Suite 1400, New York, NY 10019 ("Birchwood Partners"), has served as placement agent on behalf of the Issuer in connection with the PIPE and that Birchwood Partners will receive compensation from the Issuer in connection therewith. The Investor has no obligation to pay any fees, commissions, or other compensation to Birchwood Partners or any other placement agent in connection with the Subscription.

2.10 No Short Sales.

Between the date on which the Investor was first contacted regarding the PIPE Investment and the date of this Subscription Agreement, the Investor has not, and no person acting on behalf of or pursuant to any understanding with the Investor has, engaged in any short sale or any purchase, sale, or grant of any right (including, without limitation, any put or call option) with respect to the securities of the Issuer, or any security or financial instrument that derives its value, in whole or in part, from the value of the Class A ordinary shares or the Class A common stock of the Issuer. The Investor agrees that it shall not engage in any such transactions until after the public announcement of the PIPE Investment by the Issuer.

2.11 Tax Matters.

The Investor has had the opportunity to consult with, and has in fact consulted with, its own tax advisors regarding the U.S. federal, state, local, and foreign tax consequences of the Subscription, including the tax treatment of the Domestication from a Cayman Islands exempted company to a Delaware corporation, the receipt and holding of the Subscribed Shares, and the potential characterization of the Business Combination (including the Domestication) as a tax-free reorganization under the Internal Revenue Code of 1986, as amended (the "Code"). The Investor acknowledges that neither the Issuer nor HBT has made any representation or warranty regarding the tax treatment of the Subscription or the Business Combination.

SECTION 3. REPRESENTATIONS AND WARRANTIES OF THE ISSUER

The Issuer hereby represents and warrants to the Investor as of the date hereof and as of the Closing Date (except to the extent that any such representation or warranty speaks as of a specific date, in which case such representation or warranty shall be made as of such specific date) as follows:

3.1 Organization and Good Standing.

(a) The Issuer is a Cayman Islands exempted company, duly incorporated, validly existing, and in good standing under the laws of the Cayman Islands. The Issuer has all requisite corporate power and authority to own, lease, and operate its properties and to carry on its business as presently conducted and as proposed to be conducted.

(b) Upon completion of the Domestication, the Issuer will be a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware, with all requisite corporate power and authority to own, lease, and operate its properties and to carry on its business as then conducted.

(c) The Issuer's principal executive office is located at 101 Park Avenue, 34th Floor, New York, NY 10178. The Issuer's registered agent in the State of Delaware following the Domestication will be Cascade Systems, 160 Greentree Drive, Suite 101, Dover, DE 19904.

3.2 Authorization; Enforceability.

The execution, delivery, and performance by the Issuer of this Subscription Agreement and the consummation by the Issuer of the transactions contemplated hereby, including the issuance of the Subscribed Shares, have been duly authorized by all necessary corporate action on the part of the Issuer, including approval by the board of directors of the Issuer (or, following the Domestication, the board of directors of Helix Bio Therapeutics Holdings Inc.). No other corporate proceedings or approvals on the part of the Issuer are necessary to authorize this Subscription Agreement or to consummate the transactions contemplated hereby, other than the approval of the Issuer's shareholders in connection with the Business Combination (which approval is a condition to the Business Combination Closing under the Business Combination Agreement and is not a separate condition hereunder). This Subscription Agreement has been duly executed and delivered by the Issuer and constitutes the legal, valid, and binding obligation of the Issuer, enforceable against the Issuer in accordance with its terms, except as enforcement may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or similar laws now or hereafter in effect affecting creditors' rights generally and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

3.3 Valid Issuance.

The Subscribed Shares, when issued and delivered against payment of the Subscription Amount in accordance with the terms of this Subscription Agreement, will be duly authorized, validly issued, fully paid, and non-assessable, and will not be subject to any preemptive rights, rights of first refusal, anti-dilution rights, or other similar rights of any existing or future holders of the Issuer's securities or any other person. The issuance of the Subscribed Shares will not obligate the Issuer to issue any additional shares of capital stock to any person (other than as contemplated by the Business Combination Agreement, the PIPE subscription agreements, or the existing warrant agreements) and will not result in a right of any holder of Issuer securities to adjust the exercise, conversion, exchange, or reset price under any such securities.

3.4 No Conflicts.

The execution, delivery, and performance by the Issuer of this Subscription Agreement and the issuance of the Subscribed Shares do not and will not (a) conflict with or violate any provision of the memorandum and articles of association of the Issuer (as in effect as of the date hereof) or the certificate of incorporation or bylaws of the Issuer as amended in connection with the Domestication, (b) conflict with, result in a breach of, or constitute a default (or an event that with notice or lapse of time, or both, would become a default) under, the Business Combination Agreement, or any other material contract, agreement, indenture, or instrument to which the Issuer is a party or by which any of its assets or properties are bound, (c) violate or conflict with any applicable law, statute, rule, regulation, order, judgment, injunction, decree, or other legal requirement of any federal, state, local, or foreign governmental authority applicable to the Issuer or any of its properties or assets, or (d) result in the creation or imposition of any lien, charge, or encumbrance upon any of the Issuer's properties or assets, including the Subscribed Shares.

3.5 Capitalization. (a) As of the date hereof, the issued and outstanding equity securities of the Issuer consist of: (i) 5,000,000 Class A ordinary shares outstanding (publicly held by the former holders of units issued in the initial public offering); (ii) 1,250,000 Class B ordinary shares (founder shares) held by Pinnacle Venture Sponsor LLC (the "Sponsor"); and (iii) 2,500,000 public warrants outstanding, each of which is exercisable for one (1) share of Class A common stock at an exercise price of $11.50 per share, subject to adjustment, on the terms set forth in the warrant agreement entered into in connection with the Issuer's initial public offering.

(b) The Sponsor has agreed, pursuant to a letter agreement entered into in connection with the Business Combination Agreement, to forfeit 375,000 of its 1,250,000 founder shares (Class B ordinary shares) at the Business Combination Closing, thereby retaining 875,000 shares (which, upon the Domestication, will be converted into 875,000 shares of Class A common stock of Helix Bio Therapeutics Holdings Inc.).

(c) Following the Business Combination Closing (inclusive of the PIPE and the conversion of founder shares but excluding any shares issuable upon exercise of warrants and excluding any earnout shares), the anticipated total outstanding shares of Class A common stock of the combined company (Helix Bio Therapeutics Holdings Inc.) will be approximately 9,060,610 shares, consisting of: (i) 4,000,000 shares issued to the former equityholders of HBT as merger consideration; (ii) approximately 2,185,610 shares held by non-redeeming public shareholders of PVAC; (iii) 2,000,000 shares issued to the PIPE investors (comprised of 1,500,000 shares to the Investor and 500,000 shares to Lakepoint Health Opportunities Fund, LP); and (iv) 875,000 shares retained by the Sponsor.

(d) Except as disclosed in this Section 3.5, in the Business Combination Agreement, or in the Form S-4, there are no outstanding options, warrants, convertible securities, rights of first refusal, preemptive rights, or other rights, agreements, arrangements, or commitments of any character relating to the issued or unissued capital stock of the Issuer or obligating the Issuer to issue or sell any shares of its capital stock or other equity interests.

3.6 SEC Filings; Trust Account.

(a) The Issuer has filed all required reports, schedules, forms, statements, and other documents with the SEC since its initial public offering, including the Registration Statement on Form S-4 (File No. 333-271498; CIK No. 0001893742) and the proxy statement/prospectus included therein (collectively, the "SEC Filings"). As of their respective dates of filing (or, if amended or superseded by a subsequent filing, as of the date of the most recent such amendment or supplement), the SEC Filings complied in all material respects with the requirements of the Securities Act, the Exchange Act, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Filings.

(b) The Issuer maintains a trust account (the "Trust Account") at Grandview Trust Company, N.A., located at 388 Greenwich Street, New York, NY 10013, which, as of the date hereof, has a balance of approximately $51,247,813.55 (inclusive of interest earned thereon and prior to any redemptions by the Issuer's public shareholders). The monies held in the Trust Account are invested in United States government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. The Issuer's employer identification number is 87-1630284.

(c) The Issuer has not taken any action inconsistent with, or that would reasonably be expected to prevent or delay, the release of funds from the Trust Account in connection with the Business Combination Closing.

3.7 Business Combination Agreement.

(a) The Issuer has entered into the Business Combination Agreement, dated as of March 22, 2023, with Merger Sub and HBT. The Issuer represents and warrants that the Business Combination Agreement is in full force and effect as of the date hereof and has not been amended, modified, supplemented, or waived in any material respect. No party to the Business Combination Agreement has given written notice of termination thereof, and, to the knowledge of the Issuer, no event has occurred that, with or without notice or lapse of time or both, would constitute a basis for termination of the Business Combination Agreement.

(b) Pursuant to the Business Combination Agreement, the implied enterprise value of HBT is Forty Million Dollars ($40,000,000). The merger consideration payable to the former equityholders of HBT consists of 4,000,000 shares of Class A common stock of the combined company at a deemed value of $10.00 per share.

(c) In addition to the merger consideration described above, the Business Combination Agreement provides for the issuance of up to 500,000 additional shares of Class A common stock as earnout consideration (the "Earnout Shares"), to be issued in two tranches as follows: (i) Tranche 1: 250,000 Earnout Shares shall be issued to the former HBT equityholders if the volume-weighted average price ("VWAP") of the Class A common stock equals or exceeds $14.00 per share for any twenty (20) trading days within any thirty (30) consecutive trading day period during the thirty-six (36) month period following the Business Combination Closing; and (ii) Tranche 2: 250,000 Earnout Shares shall be issued to the former HBT equityholders if the VWAP of the Class A common stock equals or exceeds $16.00 per share for any twenty (20) trading days within any thirty (30) consecutive trading day period during the thirty-six (36) month period following the Business Combination Closing.

3.8 No Material Misstatement or Omission.

The information provided or made available by or on behalf of the Issuer to the Investor in connection with the Subscription, including the draft Form S-4 and any presentations, financial information, projections, or other materials, does not, as of the date such information was provided, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Issuer acknowledges that the foregoing representation does not cover information provided by HBT that has been included in the Form S-4 or other disclosure materials, except to the extent the Issuer had knowledge of the inaccuracy or incompleteness of such information.

3.9 Listing. The Issuer will use reasonable best efforts to cause the Subscribed Shares to be approved for listing on Nasdaq in connection with the listing application submitted under Application No. HBIO-2023-0615, such that the Subscribed Shares will be listed and tradable on Nasdaq under the ticker symbol "HBIO" as of or promptly following the Closing Date. As of the date hereof, the Issuer has no reason to believe that the Subscribed Shares will not be approved for listing on Nasdaq.

3.10 No General Solicitation.

Neither the Issuer nor any person acting on behalf of the Issuer has offered or sold the Subscribed Shares by any form of general solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act, including but not limited to (a) any advertisement, article, notice, or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio, or (b) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.

3.11 Placement Agent.

Birchwood Partners LLC (Graham Hollis, Managing Director) has served as placement agent for the PIPE on behalf of the Issuer. The Issuer is solely responsible for all fees, commissions, and other compensation payable to Birchwood Partners LLC in connection with the PIPE, including any deferred underwriting commission and advisory fees. The Issuer represents that no other placement agent, broker, or finder has been engaged by the Issuer in connection with the PIPE (other than Birchwood Partners LLC).

SECTION 4. CONDITIONS TO CLOSING

4.1 Conditions to Obligations of the Investor.

The obligation of the Investor to consummate the Subscription and to pay the Subscription Amount at the Closing is subject to the satisfaction (or waiver in writing by the Investor) of each of the following conditions precedent:

(a) Business Combination Closing. The Business Combination Closing shall have occurred or shall occur substantially concurrently with the Closing.

(b) Representations and Warranties. The representations and warranties of the Issuer contained in Section 3 of this Subscription Agreement shall be true and correct in all material respects (or, with respect to representations and warranties that are qualified by materiality or material adverse effect, in all respects) as of the date of this Subscription Agreement and as of the Closing Date as though made on and as of such date (except to the extent such representations and warranties expressly speak as of an earlier date, in which case as of such earlier date).

(c) Performance of Obligations. The Issuer shall have performed and complied in all material respects with all of its covenants and obligations under this Subscription Agreement that are required to be performed or complied with by the Issuer on or before the Closing Date.

(d) Domestication. The Domestication shall have been completed, and PVAC shall have re-domesticated from a Cayman Islands exempted company to a corporation organized under the laws of the State of Delaware, effective as of or prior to the Closing Date. The anticipated effective date of the Domestication is June 15, 2023.

(e) Registration Statement Effectiveness. The Registration Statement on Form S-4 (File No. 333-271498) shall have been declared effective by the SEC (the anticipated declaration of effectiveness being May 19, 2023), and no stop order suspending the effectiveness thereof shall have been issued by the SEC and remain in effect.

(f) Nasdaq Listing. The Subscribed Shares shall have been approved for listing on Nasdaq, subject only to official notice of issuance thereof.

(g) No Legal Impediment. No governmental authority shall have enacted, issued, promulgated, enforced, or entered any law, statute, rule, regulation, judgment, injunction, order, or decree that is then in effect and has the effect of making the Subscription illegal or otherwise restraining, enjoining, or prohibiting the consummation of the Subscription or the Business Combination.

(h) No Material Adverse Effect. No material adverse effect shall have occurred with respect to HBT since the date of the Business Combination Agreement that has not been cured prior to the Closing Date. For purposes of this Section 4.1(h), "material adverse effect" shall have the meaning ascribed to such term in the Business Combination Agreement.

(i) No Termination of BCA. The Business Combination Agreement shall not have been terminated in accordance with its terms prior to the Business Combination Closing.

4.2 Conditions to Obligations of the Issuer.

The obligation of the Issuer to consummate the Subscription and to issue the Subscribed Shares at the Closing is subject to the satisfaction (or waiver in writing by the Issuer) of each of the following conditions precedent:

(a) Business Combination Closing. The Business Combination Closing shall have occurred or shall occur substantially concurrently with the Closing.

(b) Representations and Warranties. The representations and warranties of the Investor contained in Section 2 of this Subscription Agreement shall be true and correct in all material respects as of the date of this Subscription Agreement and as of the Closing Date as though made on and as of such date (except to the extent such representations and warranties expressly speak as of an earlier date, in which case as of such earlier date).

(c) Performance of Obligations. The Investor shall have performed and complied in all material respects with all of its covenants and obligations under this Subscription Agreement that are required to be performed or complied with by the Investor on or before the Closing Date, including the delivery of the Subscription Amount of Fifteen Million Dollars ($15,000,000) in accordance with Section 1.2(b) hereof.

(d) No Legal Impediment. No governmental authority shall have enacted, issued, promulgated, enforced, or entered any law, statute, rule, regulation, judgment, injunction, order, or decree that is then in effect and has the effect of making the Subscription illegal or otherwise restraining, enjoining, or prohibiting the consummation of the Subscription.

SECTION 5. REGISTRATION RIGHTS

5.1 Filing of Resale Registration Statement.

The Issuer agrees that, promptly following the Business Combination Closing, and in any event no later than thirty (30) calendar days after the Business Combination Closing (i.e., by July 20, 2023, assuming a Business Combination Closing on June 20, 2023), the Issuer (as Helix Bio Therapeutics Holdings Inc.) shall prepare and file with the SEC a registration statement on Form S-1 (or, if the Issuer is then eligible to use Form S-3, a registration statement on Form S-3) (the "Resale Registration Statement") registering the resale of all of the Subscribed Shares by the Investor (and, to the extent applicable, by any permitted transferee of the Investor). In the alternative, the Issuer may elect to include the Subscribed Shares in any registration statement filed in connection with the Registration Rights Agreement entered into at the Business Combination Closing among Helix Bio Therapeutics Holdings Inc., the former equityholders of HBT, the Sponsor, and the PIPE investors, provided that such registration statement covers the resale of all of the Subscribed Shares on terms no less favorable to the Investor than those set forth in this Section 5.

5.2 Effectiveness. The Issuer shall use commercially reasonable efforts to cause the Resale Registration Statement to become effective as soon as practicable after its filing with the SEC, and in any event no later than (a) sixty (60) calendar days after the date of filing of the Resale Registration Statement if the SEC does not review or provide comments on the Resale Registration Statement, or (b) ninety (90) calendar days after the date of filing of the Resale Registration Statement if the SEC reviews the Resale Registration Statement and provides written comments thereon. The Issuer shall promptly notify the Investor of the effectiveness of the Resale Registration Statement and of any stop order issued or threatened by the SEC with respect thereto.

5.3 Maintenance. The Issuer shall use commercially reasonable efforts to keep the Resale Registration Statement (or a successor registration statement) continuously effective under the Securities Act, and to maintain the current status of the prospectus included therein, until the earliest to occur of: (a) the date on which the Investor (together with its affiliates and permitted transferees) ceases to hold any Subscribed Shares; (b) the date on which all Subscribed Shares held by the Investor (and its affiliates and permitted transferees) are eligible for resale under Rule 144 promulgated under the Securities Act without volume or manner-of-sale limitations and without the requirement for the Issuer to be in compliance with the current public information requirement of Rule 144(c)(1) (or any successor provision); or (c) two (2) years after the date on which the Resale Registration Statement is first declared effective by the SEC. The Issuer shall promptly supplement or amend the Resale Registration Statement if required by the rules, regulations, or instructions applicable to the registration form used by the Issuer, or if required by the Securities Act or the rules and regulations thereunder, to keep the Resale Registration Statement effective for the period specified herein.

5.4 Piggyback Registration Rights.

If at any time after the Closing the Issuer proposes to file a registration statement under the Securities Act with respect to an offering of equity securities of the Issuer for its own account or for the account of any other securityholder (other than (i) a registration statement on Form S-8 or any successor form relating to employee benefit plans, (ii) a registration statement on Form S-4 or any successor form relating to a business combination, or (iii) a registration statement filed in connection with an exchange offer or offering of securities solely to existing securityholders), the Issuer shall give prompt written notice of such proposed filing to the Investor at least ten (10) business days prior to the anticipated filing date and shall offer the Investor the opportunity to include in such registration all or any portion of the Subscribed Shares then held by the Investor (a "Piggyback Registration"). If the Investor desires to include Subscribed Shares in any such Piggyback Registration, the Investor shall so notify the Issuer in writing within five (5) business days after the receipt of the Issuer's notice. Notwithstanding the foregoing, if a Piggyback Registration involves an underwritten offering and the managing underwriter advises the Issuer in writing that in its reasonable good faith opinion the number of securities requested to be included in such registration exceeds the number of securities that can be sold in an orderly manner in such offering within a price range acceptable to the Issuer, the Issuer shall include in such registration: first, the securities proposed to be sold by the Issuer for its own account; second, on a pro rata basis (based on the number of registrable securities owned by each), the securities requested to be included by the Investor and all other holders of registration rights; and third, any other securities requested to be included.

5.5 Expenses. The Issuer shall bear all expenses incident to the registration of the Subscribed Shares pursuant to this Section 5 (the "Registration Expenses"), including without limitation (a) all SEC and any securities exchange or Nasdaq registration, listing, and filing fees, (b) all fees and expenses of compliance with state securities or "blue sky" laws, (c) all printing, messenger, and delivery expenses, (d) all fees and disbursements of the Issuer's counsel and independent accountants, (e) all fees and disbursements of one (1) counsel selected by the Investor to represent the Investor in connection with any registration hereunder, up to a maximum amount of Twenty-Five Thousand Dollars ($25,000), and (f) all fees and expenses incurred in connection with the listing of the Subscribed Shares on Nasdaq. Notwithstanding the foregoing, the Issuer shall not be required to bear (x) any underwriting discounts and commissions and transfer taxes attributable to the sale of the Subscribed Shares by the Investor, or (y) the Investor's own legal expenses in excess of the $25,000 cap set forth in clause (e) above.

5.6 Indemnification Relating to Registration.

(a) Indemnification by the Issuer. The Issuer agrees to indemnify and hold harmless the Investor and its partners, members, managers, directors, officers, employees, agents, and representatives, and each person, if any, who controls the Investor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the "Investor Indemnified Parties"), from and against any and all losses, claims, damages, liabilities, and expenses (including reasonable attorneys' fees and disbursements) (collectively, "Losses") to which any such Investor Indemnified Party may become subject, insofar as such Losses (or actions, investigations, or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement, prospectus, preliminary prospectus, free writing prospectus, or any amendment or supplement thereto filed pursuant to this Section 5, or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Issuer shall not be liable in any such case to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, prospectus, or amendment or supplement in reliance upon and in conformity with information furnished in writing to the Issuer by or on behalf of the Investor specifically for use therein.

(b) Indemnification by the Investor. The Investor agrees to indemnify and hold harmless the Issuer, its directors, officers, employees, agents, and representatives, and each person, if any, who controls the Issuer within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the "Issuer Indemnified Parties"), from and against any and all Losses to which any such Issuer Indemnified Party may become subject, insofar as such Losses (or actions, investigations, or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement, prospectus, preliminary prospectus, free writing prospectus, or any amendment or supplement thereto filed pursuant to this Section 5, or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with information furnished in writing by the Investor to the Issuer specifically for use in such registration statement or prospectus or any amendment or supplement thereto. In no event shall the liability of the Investor under this Section 5.6(b) exceed the net proceeds received by the Investor from the sale of the Subscribed Shares giving rise to such indemnification obligation.

(c) Procedures. If any suit, action, proceeding (including any governmental investigation), claim, or demand shall be brought or asserted against any person in respect of which indemnification may be sought pursuant to this Section 5.6, such person (the "Indemnified Party") shall promptly notify the person against whom such indemnification may be sought (the "Indemnifying Party") in writing; provided, however, that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may have under this Section 5.6, except to the extent that the Indemnifying Party has been actually and materially prejudiced by such failure. The Indemnifying Party shall be entitled to participate in, and, to the extent that it shall so elect, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party, and, after notice from the Indemnifying Party to the Indemnified Party of its election to assume the defense thereof, the Indemnifying Party will not be liable for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof, except that the Indemnified Party shall have the right to employ separate counsel if (i) the use of counsel chosen by the Indemnifying Party to represent the Indemnified Party would present such counsel with an actual or potential conflict of interest, (ii) the actual or potential defendants in any such action include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the Indemnifying Party, or (iii) the Indemnifying Party has not in fact employed counsel to assume the defense within a reasonable period of time, in each of which cases the reasonable fees and expenses of such separate counsel shall be borne by the Indemnifying Party.

SECTION 6. COVENANTS

6.1 Use of Proceeds.

The Issuer shall use the proceeds of the Subscription, together with the proceeds from the Trust Account (net of redemptions), for general corporate purposes of the combined company following the Business Combination Closing, including without limitation (a) the funding of HBT's clinical programs, including the Phase 1b clinical trial of HBT-301 and preclinical development of HBT-502, (b) general working capital needs, and (c) the payment of transaction expenses incurred in connection with the Business Combination and the PIPE. For purposes of clarity and disclosure, the transaction expenses anticipated to be paid from such proceeds include the following:

6.2 Nasdaq Listing.

Following the Business Combination Closing, the Issuer shall use reasonable best efforts to maintain the listing of its Class A common stock (including the Subscribed Shares) on Nasdaq in compliance with the continued listing requirements thereof. In the event that the Issuer receives notice from Nasdaq that it is not in compliance with any listing requirement, the Issuer shall promptly notify the Investor and shall use commercially reasonable efforts to regain compliance within any applicable cure period.

6.3 Lock-Up by Investor.

(a) The Investor agrees that, during the period commencing on the Closing Date and ending on the date that is one hundred eighty (180) calendar days after the Closing Date (the "Lock-Up Period"), the Investor shall not, directly or indirectly, (i) offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale, or otherwise transfer or dispose of any of the Subscribed Shares, or (ii) enter into any swap, hedge, or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Subscribed Shares, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of the Subscribed Shares, in cash, or otherwise.

(b) Notwithstanding Section 6.3(a), the foregoing restrictions shall not apply to:

(i) transfers of the Subscribed Shares to an affiliate of the Investor, provided that such affiliate agrees in writing to be bound by the same lock-up restrictions set forth in this Section 6.3 for the remainder of the Lock-Up Period;

(ii) transfers of the Subscribed Shares pursuant to a bona fide gift, provided that the donee agrees in writing to be bound by the same lock-up restrictions set forth in this Section 6.3 for the remainder of the Lock-Up Period;

(iii) transfers of the Subscribed Shares by operation of law, including transfers pursuant to a qualified domestic order, court order, or in connection with a dissolution or winding up of the Investor, provided that any transferee agrees in writing to be bound by the same lock-up restrictions set forth in this Section 6.3 for the remainder of the Lock-Up Period; or

(iv) transfers of the Subscribed Shares made with the prior written consent of the Issuer (such consent not to be unreasonably withheld, conditioned, or delayed).

(c) The Investor acknowledges and agrees that the Transfer Agent is hereby authorized to decline to make any transfer of the Subscribed Shares if such transfer would violate the restrictions set forth in this Section 6.3, and the Issuer may instruct the Transfer Agent to place appropriate stop transfer notations in its records with respect to the Subscribed Shares during the Lock-Up Period.

6.4 Confidentiality. Each party hereto agrees to maintain the confidentiality of this Subscription Agreement and the terms and conditions hereof and the transactions contemplated hereby, and shall not disclose or make any public announcement or statement regarding the existence of this Subscription Agreement, the identity of the parties hereto, or the terms hereof to any person (other than to its affiliates, officers, directors, employees, advisors, counsel, and accountants who have a need to know such information and who are bound by obligations of confidentiality), until such time as the Issuer makes a public announcement regarding the PIPE Investment. Such public announcement shall be made no later than the filing of the Current Report on Form 8-K in connection with the Business Combination Closing (the "Super 8-K"). Notwithstanding the foregoing, either party may disclose the existence and terms of this Subscription Agreement (a) to the extent required by applicable law, SEC regulation, or Nasdaq listing rules, (b) in response to any summons, subpoena, or other compulsory legal process, or (c) as otherwise agreed in writing by the parties.

6.5 Tax Treatment.

The parties shall cooperate in good faith to structure the Subscription and the related transactions in a manner intended to qualify the Business Combination (including the Domestication and the issuance of the Subscribed Shares) for treatment as a tax-free reorganization under Sections 368(a) and/or 351 of the Internal Revenue Code of 1986, as amended, to the extent applicable. Each party agrees to report the transactions contemplated hereby in a manner consistent with such intended tax treatment, unless otherwise required by a final determination of a taxing authority. For the avoidance of doubt, neither party makes any representation or warranty to the other regarding the actual tax treatment of the transactions contemplated hereby, and each party acknowledges that it is relying solely on its own tax advisors with respect to all tax matters relating to this Subscription Agreement and the transactions contemplated hereby.

SECTION 7. TERMINATION

7.1 Termination Events.

This Subscription Agreement may be terminated prior to the Closing as follows:

(a) by mutual written consent of the Issuer and the Investor at any time prior to the Closing;

(b) by either the Issuer or the Investor, upon written notice to the other party, if the Business Combination Closing has not occurred on or before September 30, 2023 (the "Outside Date"); provided, however, that the right to terminate this Subscription Agreement under this Section 7.1(b) shall not be available to any party whose failure to fulfill any obligation under this Subscription Agreement has been the primary cause of, or has primarily resulted in, the failure of the Business Combination Closing to occur by such date;

(c) by either the Issuer or the Investor, upon written notice to the other party, if the Business Combination Agreement is terminated in accordance with its terms prior to the Business Combination Closing;

(d) by the Investor, upon written notice to the Issuer, if there has been a material breach by the Issuer of any representation, warranty, covenant, or agreement of the Issuer set forth in this Subscription Agreement that would cause any of the conditions to the Investor's obligations set forth in Section 4.1 not to be satisfied, and such breach has not been cured by the Issuer within fifteen (15) business days after written notice of such breach is delivered to the Issuer by the Investor (or, if such breach is not capable of being cured, immediately upon delivery of written notice thereof); provided, however, that the right to terminate under this Section 7.1(d) shall not be available to the Investor if the Investor is then in material breach of any of its representations, warranties, covenants, or agreements contained in this Subscription Agreement; and

(e) by the Issuer, upon written notice to the Investor, if there has been a material breach by the Investor of any representation, warranty, covenant, or agreement of the Investor set forth in this Subscription Agreement that would cause any of the conditions to the Issuer's obligations set forth in Section 4.2 not to be satisfied, and such breach has not been cured by the Investor within fifteen (15) business days after written notice of such breach is delivered to the Investor by the Issuer (or, if such breach is not capable of being cured, immediately upon delivery of written notice thereof); provided, however, that the right to terminate under this Section 7.1(e) shall not be available to the Issuer if the Issuer is then in material breach of any of its representations, warranties, covenants, or agreements contained in this Subscription Agreement.

7.2 Effect of Termination.

(a) Upon the valid termination of this Subscription Agreement pursuant to Section 7.1, this Subscription Agreement shall become void and of no further force or effect, and no party hereto shall have any liability to any other party hereto in respect of this Subscription Agreement or the transactions contemplated hereby, except that (i) nothing herein shall relieve any party from liability for fraud or any willful and material breach of any representation, warranty, covenant, or agreement contained herein prior to such termination, and (ii) the provisions of Section 5.6 (Indemnification Relating to Registration), Section 6.4 (Confidentiality), and this Section 8 (Miscellaneous) shall survive any such termination.

(b) In the event of any termination of this Subscription Agreement, any portion of the Subscription Amount that has been previously delivered by the Investor to the Issuer (or its designee or escrow agent) shall be promptly (and in any event within three (3) business days following such termination) returned to the Investor by wire transfer of immediately available funds to the account from which such funds were originally transmitted, without any deduction, setoff, penalty, or withholding of any kind.

SECTION 8. MISCELLANEOUS

8.1 Notices. All notices, requests, demands, claims, consents, and other communications hereunder shall be in writing and shall be deemed to have been duly given (a) when delivered by hand, (b) when sent by email (with confirmation of receipt), or (c) one (1) business day after being sent by nationally recognized overnight courier service (with tracking capability), in each case to the respective parties at the following addresses (or at such other address for a party as shall be specified by like notice):

If to the Issuer:

Pinnacle Venture Acquisition Corp. 101 Park Avenue, 34th Floor New York, NY 10178

Attention: Derek Holroyd, Chief Executive Officer

with a copy (which shall not constitute notice) to:

Hargrove Slater & Dunn LLP 575 Lexington Avenue, 20th Floor New York, NY 10022

Attention: Nathan Dorsey

If to the Investor:

Brindoval Capital Management, LP 600 Montgomery Street, Suite 2800 San Francisco, CA 94111

Attention: Thomas Yeung, Managing Partner

With a copy to HBT's counsel (which shall not constitute notice):

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

Attention: Sandra Tung

8.2 Entire Agreement.

This Subscription Agreement (including the Schedules and Exhibits hereto) constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior negotiations, representations, warranties, commitments, offers, contracts, and understandings, whether written or oral, relating to such subject matter. There are no representations, warranties, covenants, or agreements between the parties with respect to the subject matter hereof other than those expressly set forth or referred to herein.

8.3 Amendments and Waivers.

No provision of this Subscription Agreement may be amended, supplemented, modified, or waived unless such amendment, supplement, modification, or waiver is in writing and signed by each of the Issuer and the Investor. Any amendment, modification, or waiver that would adversely affect HBT's rights as a third-party beneficiary hereunder shall require the prior written consent of HBT. No waiver of any provision of this Subscription Agreement shall be deemed a waiver of any other provision, and no waiver shall constitute a continuing waiver unless otherwise expressly provided in writing. No failure or delay by any party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.

8.4 Assignment. Neither party hereto may assign, delegate, or otherwise transfer any of its rights or obligations under this Subscription Agreement without the prior written consent of the other party hereto, and any purported assignment, delegation, or transfer

SUBSCRIPTION AGREEMENT
Dated as of March 22, 2023
by and between
PINNACLE VENTURE ACQUISITION CORP.
and
BRINDOVAL CAPITAL MANAGEMENT, LP
TABLE OF CONTENTS
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SUBSCRIPTION AGREEMENT
This SUBSCRIPTION AGREEMENT (this "Subscription Agreement" or "Agreement") is entered into as of March 22, 2023, by and between Pinnacle Venture Acquisition Corp., a Cayman Islands exempted company (the "Issuer" or "PVAC"), and Brindoval Capital Management, LP, a Delaware limited partnership (the "Investor" or "Subscriber").
RECITALS
WHEREAS, the Issuer is a Cayman Islands exempted company whose securities are listed on The Nasdaq Stock Market LLC ("Nasdaq") under the ticker symbols "PVAC.U" (units), "PVAC" (Class A ordinary shares), and "PVAC.W" (warrants), and which completed its initial public offering on August 16, 2021, raising aggregate gross proceeds of Fifty Million Dollars ($50,000,000) through the sale of 5,000,000 units at a price of $10.00 per unit;
WHEREAS, the Issuer, Pinnacle Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of the Issuer ("Merger Sub"), and Helix Bio Therapeutics Inc., a Delaware corporation ("HBT"), have entered into that certain Business Combination Agreement, dated as of March 22, 2023 (as it may be amended, supplemented, or otherwise modified from time to time, the "Business Combination Agreement" or "BCA"), pursuant to which, among other things, Merger Sub will merge with and into HBT, with HBT surviving as a wholly owned subsidiary of the Issuer (the "Business Combination");
WHEREAS, in connection with the Business Combination, the Issuer will re-domesticate from a Cayman Islands exempted company to a corporation organized under the laws of the State of Delaware (the "Domestication") and, upon the effectiveness of the Domestication, will change its name to "Helix Bio Therapeutics Holdings Inc.," and its shares of Class A common stock will thereafter trade on Nasdaq under the ticker symbol "HBIO";
WHEREAS, the Investor desires to subscribe for and purchase, and the Issuer desires to issue and sell to the Investor, shares of Class A common stock of the Issuer (or, following the Domestication, shares of Class A common stock of Helix Bio Therapeutics Holdings Inc.) on the terms and conditions set forth herein (the "Subscription" or the "PIPE Investment"); and
WHEREAS, the Subscription is one component of a private placement of equity securities (the "PIPE") being conducted by the Issuer in connection with the Business Combination, pursuant to which the Issuer is also entering into a separate subscription agreement with Lakepoint Health Opportunities Fund, LP for an additional commitment of Five Million Dollars ($5,000,000), resulting in aggregate PIPE proceeds to the Issuer of Twenty Million Dollars ($20,000,000).
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual representations, warranties, covenants, and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
SECTION 1. SUBSCRIPTION
1.1 Subscription.  Subject to the terms and conditions set forth herein, the Investor hereby irrevocably subscribes for and agrees to purchase from the Issuer one million five hundred thousand (1,500,000) shares (the "Subscribed Shares") of Class A common stock, par value $0.0001 per share, of the Issuer (or, following the Domestication, Class A common stock, par value $0.0001 per share, of Helix Bio Therapeutics Holdings Inc.) at a purchase price of Ten Dollars ($10.00) per share, for an aggregate purchase price of Fifteen Million Dollars ($15,000,000) (the "Subscription Amount"). The Issuer hereby agrees to issue and sell the Subscribed Shares to the Investor at the Closing (as defined below) in exchange for the payment of the Subscription Amount in accordance with Section 1.2 hereof. For the avoidance of doubt, the term "Class A common stock" as used herein shall refer to the Class A ordinary shares of the Issuer prior to the Domestication and the Class A common stock of Helix Bio Therapeutics Holdings Inc. following the Domestication, and the Subscribed Shares shall be shares of Class A common stock of the entity resulting from the Domestication.
1.2 Closing.  (a) The closing of the Subscription contemplated hereby (the "Closing") shall occur concurrently with, and shall be conditioned upon, the closing of the Business Combination (the "Business Combination Closing"). The date on which the Closing actually occurs is referred to herein as the "Closing Date."
(b) No later than one (1) business day prior to the anticipated date of the Business Combination Closing, the Investor shall deliver the Subscription Amount of Fifteen Million Dollars ($15,000,000) by wire transfer of immediately available funds to the account designated by the Issuer (or its designee), which Subscription Amount shall be held in escrow and released upon the occurrence of the Business Combination Closing. The Issuer shall provide wire transfer instructions to the Investor not less than five (5) business days prior to the anticipated Closing Date. Such wire transfer instructions shall specify the name, address, and ABA routing number of the receiving bank, the account name and number, and any other information reasonably necessary to effectuate the wire transfer.
(c) Upon the Closing, the Issuer shall cause Adriatic Health IT of Delaware, Inc. (the "Transfer Agent"), located at 1 Ashbury Asset Advisors, 30th Floor, New York, NY 10004, to register the Subscribed Shares in book-entry form in the name of the Investor on the Issuer's share register. Delivery of the Subscribed Shares shall be made by the Transfer Agent by crediting such Subscribed Shares to the Investor's account in the records of the Transfer Agent, and the Issuer shall deliver to the Investor evidence of such book-entry registration reasonably satisfactory to the Investor promptly following the Closing.
(d) In the event that the Business Combination Closing does not occur within two (2) business days after the anticipated date thereof as communicated by the Issuer to the Investor, the Subscription Amount shall be promptly (and in any event within three (3) business days) returned to the Investor by wire transfer of immediately available funds to the account from which such funds were originally transmitted, without any deduction, setoff, or withholding. Any such return of the Subscription Amount shall not, in and of itself, constitute a termination of this Subscription Agreement unless otherwise agreed by the parties.
1.3 Further Assurances.
Each party hereto agrees to execute and deliver such additional documents, instruments, conveyances, and assurances, and to take such further actions as may be reasonably necessary or appropriate to carry out and give effect to the provisions of this Subscription Agreement and to consummate the transactions contemplated hereby.
SECTION 2. REPRESENTATIONS AND WARRANTIES OF THE INVESTOR
The Investor hereby represents and warrants to the Issuer as of the date hereof and as of the Closing Date (except to the extent that any such representation or warranty speaks as of a specific date, in which case such representation or warranty shall be made as of such specific date) as follows:
2.1 Organization and Authority.
The Investor is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Investor has all requisite limited partnership power and authority to enter into, execute, deliver, and perform its obligations under this Subscription Agreement. Thomas Yeung, Managing Partner of the Investor, is duly authorized to execute this Subscription Agreement on behalf of the Investor and to bind the Investor to the terms and conditions hereof. The Investor's principal office is located at 600 Montgomery Street, Suite 2800, San Francisco, CA 94111.
2.2 Authorization; Enforceability.
The execution, delivery, and performance by the Investor of this Subscription Agreement and the consummation by the Investor of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Investor, including all required approvals by the general partner of the Investor and any required advisory committee or limited partner consents. No other proceedings or approvals on the part of the Investor are necessary to authorize this Subscription Agreement or to consummate the transactions contemplated hereby. This Subscription Agreement has been duly executed and delivered by the Investor and constitutes the legal, valid, and binding obligation of the Investor, enforceable against the Investor in accordance with its terms, except as enforcement may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or similar laws now or hereafter in effect affecting creditors' rights generally and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
2.3 No Conflicts.
The execution, delivery, and performance by the Investor of this Subscription Agreement, and the consummation by the Investor of the transactions contemplated hereby, including the payment of the Subscription Amount and the acquisition of the Subscribed Shares, do not and will not (a) conflict with or violate any provision of the certificate of limited partnership, limited partnership agreement, or other organizational documents of the Investor, (b) conflict with or result in a breach of, or constitute a default (or an event that with notice or lapse of time, or both, would become a default) under, or give rise to any right of termination, cancellation, acceleration, or loss of any material benefit under, any material contract, agreement, indenture, or other instrument to which the Investor is a party or by which any of its assets are bound, or (c) violate or conflict with any applicable law, rule, regulation, order, judgment, injunction, decree, or other legal requirement applicable to the Investor.
2.4 Accredited Investor Status.
The Investor is an "accredited investor" as such term is defined in Rule 501(a) under Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act"). Specifically, the Investor qualifies as an accredited investor under Rule 501(a)(1) of Regulation D as an institutional investor. The Investor is not required to be registered as a broker-dealer under Section 15 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Investor is not a member of the Financial Industry Regulatory Authority, Inc.
2.5 Investment Intent; Restricted Securities.
(a) The Investor is acquiring the Subscribed Shares solely for its own account for investment purposes only and not with a view to any distribution thereof, in whole or in part, in violation of the Securities Act or any applicable state securities laws. The Investor does not presently have any contract, undertaking, agreement, or arrangement with any person to sell, transfer, or grant participations to such person or to any third person, with respect to any of the Subscribed Shares, in violation of the Securities Act or any applicable state securities laws.
(b) The Investor acknowledges and agrees that the Subscribed Shares have not been and will not be registered under the Securities Act or any state or other jurisdiction's securities laws, and that the Subscribed Shares are being offered and sold to the Investor in reliance on specific exemptions from the registration requirements of the Securities Act and state securities laws, including Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Investor's representations as expressed herein.
(c) The Investor understands and acknowledges that the Subscribed Shares are "restricted securities" within the meaning of Rule 144 promulgated under the Securities Act and may not be offered, sold, pledged, assigned, or otherwise transferred except (i) pursuant to an effective registration statement under the Securities Act, (ii) pursuant to an applicable exemption from registration under the Securities Act (including, without limitation, Rule 144 thereunder, if available), or (iii) in a transaction not requiring registration under the Securities Act. The Investor further understands that any certificates or book-entry notations representing the Subscribed Shares will bear a customary restrictive legend reflecting the foregoing restrictions on transfer.
2.6 Investor Sophistication.
(a) The Investor is a sophisticated institutional investor with sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of the Subscription and the Business Combination, including the risks associated with an investment in a clinical-stage biotechnology company. The Investor has made its own independent investigation, analysis, and evaluation of the Issuer, HBT, the Business Combination, and the Subscribed Shares and has made its own assessment of the advisability of the Subscription.
(b) The Investor has had the opportunity to review and has reviewed such information as it has deemed necessary to make its investment decision, including the draft Registration Statement on Form S-4 filed with the Securities and Exchange Commission (the "SEC") under File No. 333-271498 (the "Form S-4") and the documents incorporated by reference therein, the Business Combination Agreement and ancillary agreements, and such other information as the Investor has requested from the Issuer. The Investor has had the opportunity to ask questions of and receive answers from the management of the Issuer and HBT concerning the terms and conditions of the Subscription and the Business Combination and has received all information that it has requested.
(c) The Investor acknowledges that HBT is a clinical-stage biotechnology company with limited revenue, having generated only approximately $2,100,000 in collaboration and licensing revenue for the fiscal year ended December 31, 2022, and that HBT has incurred significant operating losses, including a net loss of ($18,400,000) for the fiscal year ended December 31, 2022. The Investor further acknowledges that there is significant risk associated with HBT's product candidates, including HBT-301, which is currently in Phase 1b clinical trials, and HBT-502, which is in the preclinical stage. The Investor understands that there can be no assurance that any of HBT's product candidates will receive regulatory approval, be successfully commercialized, or generate meaningful revenue.
(d) The Investor acknowledges that the Issuer and HBT have not made any representation or warranty, express or implied, to the Investor other than those representations and warranties expressly set forth in this Subscription Agreement.
2.7 Sufficient Funds.
The Investor has, and as of the Closing Date will have, sufficient funds available to pay the Subscription Amount of Fifteen Million Dollars ($15,000,000) and to consummate the transactions contemplated hereby. The Investor's obligation to fund the Subscription Amount is not contingent upon any financing condition and does not require the Investor to obtain any additional capital commitment, line of credit, loan, or other financing arrangement.
2.8 No Government Review.
The Investor understands that no federal, state, or foreign governmental authority has passed on or made any recommendation or endorsement of the Subscribed Shares or the fairness or suitability of the investment in the Subscribed Shares, and that no such governmental authority has confirmed the accuracy or determined the adequacy of the disclosures made to the Investor in connection with the Subscription.
2.9 No Broker.
No broker, finder, or investment banker is entitled to any brokerage, finder's, or other fee or commission in connection with the Subscription based upon arrangements made by or on behalf of the Investor. The Investor acknowledges that Birchwood Partners LLC, located at 200 West 57th Street, Suite 1400, New York, NY 10019 ("Birchwood Partners"), has served as placement agent on behalf of the Issuer in connection with the PIPE and that Birchwood Partners will receive compensation from the Issuer in connection therewith. The Investor has no obligation to pay any fees, commissions, or other compensation to Birchwood Partners or any other placement agent in connection with the Subscription.
2.10 No Short Sales.
Between the date on which the Investor was first contacted regarding the PIPE Investment and the date of this Subscription Agreement, the Investor has not, and no person acting on behalf of or pursuant to any understanding with the Investor has, engaged in any short sale or any purchase, sale, or grant of any right (including, without limitation, any put or call option) with respect to the securities of the Issuer, or any security or financial instrument that derives its value, in whole or in part, from the value of the Class A ordinary shares or the Class A common stock of the Issuer. The Investor agrees that it shall not engage in any such transactions until after the public announcement of the PIPE Investment by the Issuer.
2.11 Tax Matters.
The Investor has had the opportunity to consult with, and has in fact consulted with, its own tax advisors regarding the U.S. federal, state, local, and foreign tax consequences of the Subscription, including the tax treatment of the Domestication from a Cayman Islands exempted company to a Delaware corporation, the receipt and holding of the Subscribed Shares, and the potential characterization of the Business Combination (including the Domestication) as a tax-free reorganization under the Internal Revenue Code of 1986, as amended (the "Code"). The Investor acknowledges that neither the Issuer nor HBT has made any representation or warranty regarding the tax treatment of the Subscription or the Business Combination.
SECTION 3. REPRESENTATIONS AND WARRANTIES OF THE ISSUER
The Issuer hereby represents and warrants to the Investor as of the date hereof and as of the Closing Date (except to the extent that any such representation or warranty speaks as of a specific date, in which case such representation or warranty shall be made as of such specific date) as follows:
3.1 Organization and Good Standing.
(a) The Issuer is a Cayman Islands exempted company, duly incorporated, validly existing, and in good standing under the laws of the Cayman Islands. The Issuer has all requisite corporate power and authority to own, lease, and operate its properties and to carry on its business as presently conducted and as proposed to be conducted.
(b) Upon completion of the Domestication, the Issuer will be a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware, with all requisite corporate power and authority to own, lease, and operate its properties and to carry on its business as then conducted.
(c) The Issuer's principal executive office is located at 101 Park Avenue, 34th Floor, New York, NY 10178. The Issuer's registered agent in the State of Delaware following the Domestication will be Cascade Systems, 160 Greentree Drive, Suite 101, Dover, DE 19904.
3.2 Authorization; Enforceability.
The execution, delivery, and performance by the Issuer of this Subscription Agreement and the consummation by the Issuer of the transactions contemplated hereby, including the issuance of the Subscribed Shares, have been duly authorized by all necessary corporate action on the part of the Issuer, including approval by the board of directors of the Issuer (or, following the Domestication, the board of directors of Helix Bio Therapeutics Holdings Inc.). No other corporate proceedings or approvals on the part of the Issuer are necessary to authorize this Subscription Agreement or to consummate the transactions contemplated hereby, other than the approval of the Issuer's shareholders in connection with the Business Combination (which approval is a condition to the Business Combination Closing under the Business Combination Agreement and is not a separate condition hereunder). This Subscription Agreement has been duly executed and delivered by the Issuer and constitutes the legal, valid, and binding obligation of the Issuer, enforceable against the Issuer in accordance with its terms, except as enforcement may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or similar laws now or hereafter in effect affecting creditors' rights generally and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
3.3 Valid Issuance.
The Subscribed Shares, when issued and delivered against payment of the Subscription Amount in accordance with the terms of this Subscription Agreement, will be duly authorized, validly issued, fully paid, and non-assessable, and will not be subject to any preemptive rights, rights of first refusal, anti-dilution rights, or other similar rights of any existing or future holders of the Issuer's securities or any other person. The issuance of the Subscribed Shares will not obligate the Issuer to issue any additional shares of capital stock to any person (other than as contemplated by the Business Combination Agreement, the PIPE subscription agreements, or the existing warrant agreements) and will not result in a right of any holder of Issuer securities to adjust the exercise, conversion, exchange, or reset price under any such securities.
3.4 No Conflicts.
The execution, delivery, and performance by the Issuer of this Subscription Agreement and the issuance of the Subscribed Shares do not and will not (a) conflict with or violate any provision of the memorandum and articles of association of the Issuer (as in effect as of the date hereof) or the certificate of incorporation or bylaws of the Issuer as amended in connection with the Domestication, (b) conflict with, result in a breach of, or constitute a default (or an event that with notice or lapse of time, or both, would become a default) under, the Business Combination Agreement, or any other material contract, agreement, indenture, or instrument to which the Issuer is a party or by which any of its assets or properties are bound, (c) violate or conflict with any applicable law, statute, rule, regulation, order, judgment, injunction, decree, or other legal requirement of any federal, state, local, or foreign governmental authority applicable to the Issuer or any of its properties or assets, or (d) result in the creation or imposition of any lien, charge, or encumbrance upon any of the Issuer's properties or assets, including the Subscribed Shares.
3.5 Capitalization.  (a) As of the date hereof, the issued and outstanding equity securities of the Issuer consist of: (i) 5,000,000 Class A ordinary shares outstanding (publicly held by the former holders of units issued in the initial public offering); (ii) 1,250,000 Class B ordinary shares (founder shares) held by Pinnacle Venture Sponsor LLC (the "Sponsor"); and (iii) 2,500,000 public warrants outstanding, each of which is exercisable for one (1) share of Class A common stock at an exercise price of $11.50 per share, subject to adjustment, on the terms set forth in the warrant agreement entered into in connection with the Issuer's initial public offering.
(b) The Sponsor has agreed, pursuant to a letter agreement entered into in connection with the Business Combination Agreement, to forfeit 375,000 of its 1,250,000 founder shares (Class B ordinary shares) at the Business Combination Closing, thereby retaining 875,000 shares (which, upon the Domestication, will be converted into 875,000 shares of Class A common stock of Helix Bio Therapeutics Holdings Inc.).
(c) Following the Business Combination Closing (inclusive of the PIPE and the conversion of founder shares but excluding any shares issuable upon exercise of warrants and excluding any earnout shares), the anticipated total outstanding shares of Class A common stock of the combined company (Helix Bio Therapeutics Holdings Inc.) will be approximately 9,060,610 shares, consisting of: (i) 4,000,000 shares issued to the former equityholders of HBT as merger consideration; (ii) approximately 2,185,610 shares held by non-redeeming public shareholders of PVAC; (iii) 2,000,000 shares issued to the PIPE investors (comprised of 1,500,000 shares to the Investor and 500,000 shares to Lakepoint Health Opportunities Fund, LP); and (iv) 875,000 shares retained by the Sponsor.
(d) Except as disclosed in this Section 3.5, in the Business Combination Agreement, or in the Form S-4, there are no outstanding options, warrants, convertible securities, rights of first refusal, preemptive rights, or other rights, agreements, arrangements, or commitments of any character relating to the issued or unissued capital stock of the Issuer or obligating the Issuer to issue or sell any shares of its capital stock or other equity interests.
3.6 SEC Filings; Trust Account.
(a) The Issuer has filed all required reports, schedules, forms, statements, and other documents with the SEC since its initial public offering, including the Registration Statement on Form S-4 (File No. 333-271498; CIK No. 0001893742) and the proxy statement/prospectus included therein (collectively, the "SEC Filings"). As of their respective dates of filing (or, if amended or superseded by a subsequent filing, as of the date of the most recent such amendment or supplement), the SEC Filings complied in all material respects with the requirements of the Securities Act, the Exchange Act, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Filings.
(b) The Issuer maintains a trust account (the "Trust Account") at Grandview Trust Company, N.A., located at 388 Greenwich Street, New York, NY 10013, which, as of the date hereof, has a balance of approximately $51,247,813.55 (inclusive of interest earned thereon and prior to any redemptions by the Issuer's public shareholders). The monies held in the Trust Account are invested in United States government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. The Issuer's employer identification number is 87-1630284.
(c) The Issuer has not taken any action inconsistent with, or that would reasonably be expected to prevent or delay, the release of funds from the Trust Account in connection with the Business Combination Closing.
3.7 Business Combination Agreement.
(a) The Issuer has entered into the Business Combination Agreement, dated as of March 22, 2023, with Merger Sub and HBT. The Issuer represents and warrants that the Business Combination Agreement is in full force and effect as of the date hereof and has not been amended, modified, supplemented, or waived in any material respect. No party to the Business Combination Agreement has given written notice of termination thereof, and, to the knowledge of the Issuer, no event has occurred that, with or without notice or lapse of time or both, would constitute a basis for termination of the Business Combination Agreement.
(b) Pursuant to the Business Combination Agreement, the implied enterprise value of HBT is Forty Million Dollars ($40,000,000). The merger consideration payable to the former equityholders of HBT consists of 4,000,000 shares of Class A common stock of the combined company at a deemed value of $10.00 per share.
(c) In addition to the merger consideration described above, the Business Combination Agreement provides for the issuance of up to 500,000 additional shares of Class A common stock as earnout consideration (the "Earnout Shares"), to be issued in two tranches as follows: (i) Tranche 1: 250,000 Earnout Shares shall be issued to the former HBT equityholders if the volume-weighted average price ("VWAP") of the Class A common stock equals or exceeds $14.00 per share for any twenty (20) trading days within any thirty (30) consecutive trading day period during the thirty-six (36) month period following the Business Combination Closing; and (ii) Tranche 2: 250,000 Earnout Shares shall be issued to the former HBT equityholders if the VWAP of the Class A common stock equals or exceeds $16.00 per share for any twenty (20) trading days within any thirty (30) consecutive trading day period during the thirty-six (36) month period following the Business Combination Closing.
3.8 No Material Misstatement or Omission.
The information provided or made available by or on behalf of the Issuer to the Investor in connection with the Subscription, including the draft Form S-4 and any presentations, financial information, projections, or other materials, does not, as of the date such information was provided, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Issuer acknowledges that the foregoing representation does not cover information provided by HBT that has been included in the Form S-4 or other disclosure materials, except to the extent the Issuer had knowledge of the inaccuracy or incompleteness of such information.
3.9 Listing.  The Issuer will use reasonable best efforts to cause the Subscribed Shares to be approved for listing on Nasdaq in connection with the listing application submitted under Application No. HBIO-2023-0615, such that the Subscribed Shares will be listed and tradable on Nasdaq under the ticker symbol "HBIO" as of or promptly following the Closing Date. As of the date hereof, the Issuer has no reason to believe that the Subscribed Shares will not be approved for listing on Nasdaq.
3.10 No General Solicitation.
Neither the Issuer nor any person acting on behalf of the Issuer has offered or sold the Subscribed Shares by any form of general solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act, including but not limited to (a) any advertisement, article, notice, or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio, or (b) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.
3.11 Placement Agent.
Birchwood Partners LLC (Graham Hollis, Managing Director) has served as placement agent for the PIPE on behalf of the Issuer. The Issuer is solely responsible for all fees, commissions, and other compensation payable to Birchwood Partners LLC in connection with the PIPE, including any deferred underwriting commission and advisory fees. The Issuer represents that no other placement agent, broker, or finder has been engaged by the Issuer in connection with the PIPE (other than Birchwood Partners LLC).
SECTION 4. CONDITIONS TO CLOSING
4.1 Conditions to Obligations of the Investor.
The obligation of the Investor to consummate the Subscription and to pay the Subscription Amount at the Closing is subject to the satisfaction (or waiver in writing by the Investor) of each of the following conditions precedent:
(a) Business Combination Closing. The Business Combination Closing shall have occurred or shall occur substantially concurrently with the Closing.
(b) Representations and Warranties. The representations and warranties of the Issuer contained in Section 3 of this Subscription Agreement shall be true and correct in all material respects (or, with respect to representations and warranties that are qualified by materiality or material adverse effect, in all respects) as of the date of this Subscription Agreement and as of the Closing Date as though made on and as of such date (except to the extent such representations and warranties expressly speak as of an earlier date, in which case as of such earlier date).
(c) Performance of Obligations. The Issuer shall have performed and complied in all material respects with all of its covenants and obligations under this Subscription Agreement that are required to be performed or complied with by the Issuer on or before the Closing Date.
(d) Domestication. The Domestication shall have been completed, and PVAC shall have re-domesticated from a Cayman Islands exempted company to a corporation organized under the laws of the State of Delaware, effective as of or prior to the Closing Date. The anticipated effective date of the Domestication is June 15, 2023.
(e) Registration Statement Effectiveness. The Registration Statement on Form S-4 (File No. 333-271498) shall have been declared effective by the SEC (the anticipated declaration of effectiveness being May 19, 2023), and no stop order suspending the effectiveness thereof shall have been issued by the SEC and remain in effect.
(f) Nasdaq Listing. The Subscribed Shares shall have been approved for listing on Nasdaq, subject only to official notice of issuance thereof.
(g) No Legal Impediment. No governmental authority shall have enacted, issued, promulgated, enforced, or entered any law, statute, rule, regulation, judgment, injunction, order, or decree that is then in effect and has the effect of making the Subscription illegal or otherwise restraining, enjoining, or prohibiting the consummation of the Subscription or the Business Combination.
(h) No Material Adverse Effect. No material adverse effect shall have occurred with respect to HBT since the date of the Business Combination Agreement that has not been cured prior to the Closing Date. For purposes of this Section 4.1(h), "material adverse effect" shall have the meaning ascribed to such term in the Business Combination Agreement.
(i) No Termination of BCA. The Business Combination Agreement shall not have been terminated in accordance with its terms prior to the Business Combination Closing.
4.2 Conditions to Obligations of the Issuer.
The obligation of the Issuer to consummate the Subscription and to issue the Subscribed Shares at the Closing is subject to the satisfaction (or waiver in writing by the Issuer) of each of the following conditions precedent:
(a) Business Combination Closing. The Business Combination Closing shall have occurred or shall occur substantially concurrently with the Closing.
(b) Representations and Warranties. The representations and warranties of the Investor contained in Section 2 of this Subscription Agreement shall be true and correct in all material respects as of the date of this Subscription Agreement and as of the Closing Date as though made on and as of such date (except to the extent such representations and warranties expressly speak as of an earlier date, in which case as of such earlier date).
(c) Performance of Obligations. The Investor shall have performed and complied in all material respects with all of its covenants and obligations under this Subscription Agreement that are required to be performed or complied with by the Investor on or before the Closing Date, including the delivery of the Subscription Amount of Fifteen Million Dollars ($15,000,000) in accordance with Section 1.2(b) hereof.
(d) No Legal Impediment. No governmental authority shall have enacted, issued, promulgated, enforced, or entered any law, statute, rule, regulation, judgment, injunction, order, or decree that is then in effect and has the effect of making the Subscription illegal or otherwise restraining, enjoining, or prohibiting the consummation of the Subscription.
SECTION 5. REGISTRATION RIGHTS
5.1 Filing of Resale Registration Statement.
The Issuer agrees that, promptly following the Business Combination Closing, and in any event no later than thirty (30) calendar days after the Business Combination Closing (i.e., by July 20, 2023, assuming a Business Combination Closing on June 20, 2023), the Issuer (as Helix Bio Therapeutics Holdings Inc.) shall prepare and file with the SEC a registration statement on Form S-1 (or, if the Issuer is then eligible to use Form S-3, a registration statement on Form S-3) (the "Resale Registration Statement") registering the resale of all of the Subscribed Shares by the Investor (and, to the extent applicable, by any permitted transferee of the Investor). In the alternative, the Issuer may elect to include the Subscribed Shares in any registration statement filed in connection with the Registration Rights Agreement entered into at the Business Combination Closing among Helix Bio Therapeutics Holdings Inc., the former equityholders of HBT, the Sponsor, and the PIPE investors, provided that such registration statement covers the resale of all of the Subscribed Shares on terms no less favorable to the Investor than those set forth in this Section 5.
5.2 Effectiveness.  The Issuer shall use commercially reasonable efforts to cause the Resale Registration Statement to become effective as soon as practicable after its filing with the SEC, and in any event no later than (a) sixty (60) calendar days after the date of filing of the Resale Registration Statement if the SEC does not review or provide comments on the Resale Registration Statement, or (b) ninety (90) calendar days after the date of filing of the Resale Registration Statement if the SEC reviews the Resale Registration Statement and provides written comments thereon. The Issuer shall promptly notify the Investor of the effectiveness of the Resale Registration Statement and of any stop order issued or threatened by the SEC with respect thereto.
5.3 Maintenance.  The Issuer shall use commercially reasonable efforts to keep the Resale Registration Statement (or a successor registration statement) continuously effective under the Securities Act, and to maintain the current status of the prospectus included therein, until the earliest to occur of: (a) the date on which the Investor (together with its affiliates and permitted transferees) ceases to hold any Subscribed Shares; (b) the date on which all Subscribed Shares held by the Investor (and its affiliates and permitted transferees) are eligible for resale under Rule 144 promulgated under the Securities Act without volume or manner-of-sale limitations and without the requirement for the Issuer to be in compliance with the current public information requirement of Rule 144(c)(1) (or any successor provision); or (c) two (2) years after the date on which the Resale Registration Statement is first declared effective by the SEC. The Issuer shall promptly supplement or amend the Resale Registration Statement if required by the rules, regulations, or instructions applicable to the registration form used by the Issuer, or if required by the Securities Act or the rules and regulations thereunder, to keep the Resale Registration Statement effective for the period specified herein.
5.4 Piggyback Registration Rights.
If at any time after the Closing the Issuer proposes to file a registration statement under the Securities Act with respect to an offering of equity securities of the Issuer for its own account or for the account of any other securityholder (other than (i) a registration statement on Form S-8 or any successor form relating to employee benefit plans, (ii) a registration statement on Form S-4 or any successor form relating to a business combination, or (iii) a registration statement filed in connection with an exchange offer or offering of securities solely to existing securityholders), the Issuer shall give prompt written notice of such proposed filing to the Investor at least ten (10) business days prior to the anticipated filing date and shall offer the Investor the opportunity to include in such registration all or any portion of the Subscribed Shares then held by the Investor (a "Piggyback Registration"). If the Investor desires to include Subscribed Shares in any such Piggyback Registration, the Investor shall so notify the Issuer in writing within five (5) business days after the receipt of the Issuer's notice. Notwithstanding the foregoing, if a Piggyback Registration involves an underwritten offering and the managing underwriter advises the Issuer in writing that in its reasonable good faith opinion the number of securities requested to be included in such registration exceeds the number of securities that can be sold in an orderly manner in such offering within a price range acceptable to the Issuer, the Issuer shall include in such registration: first, the securities proposed to be sold by the Issuer for its own account; second, on a pro rata basis (based on the number of registrable securities owned by each), the securities requested to be included by the Investor and all other holders of registration rights; and third, any other securities requested to be included.
5.5 Expenses.  The Issuer shall bear all expenses incident to the registration of the Subscribed Shares pursuant to this Section 5 (the "Registration Expenses"), including without limitation (a) all SEC and any securities exchange or Nasdaq registration, listing, and filing fees, (b) all fees and expenses of compliance with state securities or "blue sky" laws, (c) all printing, messenger, and delivery expenses, (d) all fees and disbursements of the Issuer's counsel and independent accountants, (e) all fees and disbursements of one (1) counsel selected by the Investor to represent the Investor in connection with any registration hereunder, up to a maximum amount of Twenty-Five Thousand Dollars ($25,000), and (f) all fees and expenses incurred in connection with the listing of the Subscribed Shares on Nasdaq. Notwithstanding the foregoing, the Issuer shall not be required to bear (x) any underwriting discounts and commissions and transfer taxes attributable to the sale of the Subscribed Shares by the Investor, or (y) the Investor's own legal expenses in excess of the $25,000 cap set forth in clause (e) above.
5.6 Indemnification Relating to Registration.
(a) Indemnification by the Issuer. The Issuer agrees to indemnify and hold harmless the Investor and its partners, members, managers, directors, officers, employees, agents, and representatives, and each person, if any, who controls the Investor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the "Investor Indemnified Parties"), from and against any and all losses, claims, damages, liabilities, and expenses (including reasonable attorneys' fees and disbursements) (collectively, "Losses") to which any such Investor Indemnified Party may become subject, insofar as such Losses (or actions, investigations, or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement, prospectus, preliminary prospectus, free writing prospectus, or any amendment or supplement thereto filed pursuant to this Section 5, or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Issuer shall not be liable in any such case to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, prospectus, or amendment or supplement in reliance upon and in conformity with information furnished in writing to the Issuer by or on behalf of the Investor specifically for use therein.
(b) Indemnification by the Investor. The Investor agrees to indemnify and hold harmless the Issuer, its directors, officers, employees, agents, and representatives, and each person, if any, who controls the Issuer within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the "Issuer Indemnified Parties"), from and against any and all Losses to which any such Issuer Indemnified Party may become subject, insofar as such Losses (or actions, investigations, or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement, prospectus, preliminary prospectus, free writing prospectus, or any amendment or supplement thereto filed pursuant to this Section 5, or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with information furnished in writing by the Investor to the Issuer specifically for use in such registration statement or prospectus or any amendment or supplement thereto. In no event shall the liability of the Investor under this Section 5.6(b) exceed the net proceeds received by the Investor from the sale of the Subscribed Shares giving rise to such indemnification obligation.
(c) Procedures. If any suit, action, proceeding (including any governmental investigation), claim, or demand shall be brought or asserted against any person in respect of which indemnification may be sought pursuant to this Section 5.6, such person (the "Indemnified Party") shall promptly notify the person against whom such indemnification may be sought (the "Indemnifying Party") in writing; provided, however, that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may have under this Section 5.6, except to the extent that the Indemnifying Party has been actually and materially prejudiced by such failure. The Indemnifying Party shall be entitled to participate in, and, to the extent that it shall so elect, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party, and, after notice from the Indemnifying Party to the Indemnified Party of its election to assume the defense thereof, the Indemnifying Party will not be liable for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof, except that the Indemnified Party shall have the right to employ separate counsel if (i) the use of counsel chosen by the Indemnifying Party to represent the Indemnified Party would present such counsel with an actual or potential conflict of interest, (ii) the actual or potential defendants in any such action include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the Indemnifying Party, or (iii) the Indemnifying Party has not in fact employed counsel to assume the defense within a reasonable period of time, in each of which cases the reasonable fees and expenses of such separate counsel shall be borne by the Indemnifying Party.
SECTION 6. COVENANTS
6.1 Use of Proceeds.
The Issuer shall use the proceeds of the Subscription, together with the proceeds from the Trust Account (net of redemptions), for general corporate purposes of the combined company following the Business Combination Closing, including without limitation (a) the funding of HBT's clinical programs, including the Phase 1b clinical trial of HBT-301 and preclinical development of HBT-502, (b) general working capital needs, and (c) the payment of transaction expenses incurred in connection with the Business Combination and the PIPE. For purposes of clarity and disclosure, the transaction expenses anticipated to be paid from such proceeds include the following:
6.2 Nasdaq Listing.
Following the Business Combination Closing, the Issuer shall use reasonable best efforts to maintain the listing of its Class A common stock (including the Subscribed Shares) on Nasdaq in compliance with the continued listing requirements thereof. In the event that the Issuer receives notice from Nasdaq that it is not in compliance with any listing requirement, the Issuer shall promptly notify the Investor and shall use commercially reasonable efforts to regain compliance within any applicable cure period.
6.3 Lock-Up by Investor.
(a) The Investor agrees that, during the period commencing on the Closing Date and ending on the date that is one hundred eighty (180) calendar days after the Closing Date (the "Lock-Up Period"), the Investor shall not, directly or indirectly, (i) offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale, or otherwise transfer or dispose of any of the Subscribed Shares, or (ii) enter into any swap, hedge, or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Subscribed Shares, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of the Subscribed Shares, in cash, or otherwise.
(b) Notwithstanding Section 6.3(a), the foregoing restrictions shall not apply to:
(i) transfers of the Subscribed Shares to an affiliate of the Investor, provided that such affiliate agrees in writing to be bound by the same lock-up restrictions set forth in this Section 6.3 for the remainder of the Lock-Up Period;
(ii) transfers of the Subscribed Shares pursuant to a bona fide gift, provided that the donee agrees in writing to be bound by the same lock-up restrictions set forth in this Section 6.3 for the remainder of the Lock-Up Period;
(iii) transfers of the Subscribed Shares by operation of law, including transfers pursuant to a qualified domestic order, court order, or in connection with a dissolution or winding up of the Investor, provided that any transferee agrees in writing to be bound by the same lock-up restrictions set forth in this Section 6.3 for the remainder of the Lock-Up Period; or
(iv) transfers of the Subscribed Shares made with the prior written consent of the Issuer (such consent not to be unreasonably withheld, conditioned, or delayed).
(c) The Investor acknowledges and agrees that the Transfer Agent is hereby authorized to decline to make any transfer of the Subscribed Shares if such transfer would violate the restrictions set forth in this Section 6.3, and the Issuer may instruct the Transfer Agent to place appropriate stop transfer notations in its records with respect to the Subscribed Shares during the Lock-Up Period.
6.4 Confidentiality.  Each party hereto agrees to maintain the confidentiality of this Subscription Agreement and the terms and conditions hereof and the transactions contemplated hereby, and shall not disclose or make any public announcement or statement regarding the existence of this Subscription Agreement, the identity of the parties hereto, or the terms hereof to any person (other than to its affiliates, officers, directors, employees, advisors, counsel, and accountants who have a need to know such information and who are bound by obligations of confidentiality), until such time as the Issuer makes a public announcement regarding the PIPE Investment. Such public announcement shall be made no later than the filing of the Current Report on Form 8-K in connection with the Business Combination Closing (the "Super 8-K"). Notwithstanding the foregoing, either party may disclose the existence and terms of this Subscription Agreement (a) to the extent required by applicable law, SEC regulation, or Nasdaq listing rules, (b) in response to any summons, subpoena, or other compulsory legal process, or (c) as otherwise agreed in writing by the parties.
6.5 Tax Treatment.
The parties shall cooperate in good faith to structure the Subscription and the related transactions in a manner intended to qualify the Business Combination (including the Domestication and the issuance of the Subscribed Shares) for treatment as a tax-free reorganization under Sections 368(a) and/or 351 of the Internal Revenue Code of 1986, as amended, to the extent applicable. Each party agrees to report the transactions contemplated hereby in a manner consistent with such intended tax treatment, unless otherwise required by a final determination of a taxing authority. For the avoidance of doubt, neither party makes any representation or warranty to the other regarding the actual tax treatment of the transactions contemplated hereby, and each party acknowledges that it is relying solely on its own tax advisors with respect to all tax matters relating to this Subscription Agreement and the transactions contemplated hereby.
SECTION 7. TERMINATION
7.1 Termination Events.
This Subscription Agreement may be terminated prior to the Closing as follows:
(a) by mutual written consent of the Issuer and the Investor at any time prior to the Closing;
(b) by either the Issuer or the Investor, upon written notice to the other party, if the Business Combination Closing has not occurred on or before September 30, 2023 (the "Outside Date"); provided, however, that the right to terminate this Subscription Agreement under this Section 7.1(b) shall not be available to any party whose failure to fulfill any obligation under this Subscription Agreement has been the primary cause of, or has primarily resulted in, the failure of the Business Combination Closing to occur by such date;
(c) by either the Issuer or the Investor, upon written notice to the other party, if the Business Combination Agreement is terminated in accordance with its terms prior to the Business Combination Closing;
(d) by the Investor, upon written notice to the Issuer, if there has been a material breach by the Issuer of any representation, warranty, covenant, or agreement of the Issuer set forth in this Subscription Agreement that would cause any of the conditions to the Investor's obligations set forth in Section 4.1 not to be satisfied, and such breach has not been cured by the Issuer within fifteen (15) business days after written notice of such breach is delivered to the Issuer by the Investor (or, if such breach is not capable of being cured, immediately upon delivery of written notice thereof); provided, however, that the right to terminate under this Section 7.1(d) shall not be available to the Investor if the Investor is then in material breach of any of its representations, warranties, covenants, or agreements contained in this Subscription Agreement; and
(e) by the Issuer, upon written notice to the Investor, if there has been a material breach by the Investor of any representation, warranty, covenant, or agreement of the Investor set forth in this Subscription Agreement that would cause any of the conditions to the Issuer's obligations set forth in Section 4.2 not to be satisfied, and such breach has not been cured by the Investor within fifteen (15) business days after written notice of such breach is delivered to the Investor by the Issuer (or, if such breach is not capable of being cured, immediately upon delivery of written notice thereof); provided, however, that the right to terminate under this Section 7.1(e) shall not be available to the Issuer if the Issuer is then in material breach of any of its representations, warranties, covenants, or agreements contained in this Subscription Agreement.
7.2 Effect of Termination.
(a) Upon the valid termination of this Subscription Agreement pursuant to Section 7.1, this Subscription Agreement shall become void and of no further force or effect, and no party hereto shall have any liability to any other party hereto in respect of this Subscription Agreement or the transactions contemplated hereby, except that (i) nothing herein shall relieve any party from liability for fraud or any willful and material breach of any representation, warranty, covenant, or agreement contained herein prior to such termination, and (ii) the provisions of Section 5.6 (Indemnification Relating to Registration), Section 6.4 (Confidentiality), and this Section 8 (Miscellaneous) shall survive any such termination.
(b) In the event of any termination of this Subscription Agreement, any portion of the Subscription Amount that has been previously delivered by the Investor to the Issuer (or its designee or escrow agent) shall be promptly (and in any event within three (3) business days following such termination) returned to the Investor by wire transfer of immediately available funds to the account from which such funds were originally transmitted, without any deduction, setoff, penalty, or withholding of any kind.
SECTION 8. MISCELLANEOUS
8.1 Notices.  All notices, requests, demands, claims, consents, and other communications hereunder shall be in writing and shall be deemed to have been duly given (a) when delivered by hand, (b) when sent by email (with confirmation of receipt), or (c) one (1) business day after being sent by nationally recognized overnight courier service (with tracking capability), in each case to the respective parties at the following addresses (or at such other address for a party as shall be specified by like notice):
If to the Issuer:
Pinnacle Venture Acquisition Corp. 101 Park Avenue, 34th Floor New York, NY 10178
Attention: Derek Holroyd, Chief Executive Officer
with a copy (which shall not constitute notice) to:
Hargrove Slater & Dunn LLP 575 Lexington Avenue, 20th Floor New York, NY 10022
Attention: Nathan Dorsey
If to the Investor:
Brindoval Capital Management, LP 600 Montgomery Street, Suite 2800 San Francisco, CA 94111
Attention: Thomas Yeung, Managing Partner
With a copy to HBT's counsel (which shall not constitute notice):
Calderwood & Harkness LLP One Federal Street, 42nd Floor Boston, MA 02110
Attention: Sandra Tung
8.2 Entire Agreement.
This Subscription Agreement (including the Schedules and Exhibits hereto) constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior negotiations, representations, warranties, commitments, offers, contracts, and understandings, whether written or oral, relating to such subject matter. There are no representations, warranties, covenants, or agreements between the parties with respect to the subject matter hereof other than those expressly set forth or referred to herein.
8.3 Amendments and Waivers.
No provision of this Subscription Agreement may be amended, supplemented, modified, or waived unless such amendment, supplement, modification, or waiver is in writing and signed by each of the Issuer and the Investor. Any amendment, modification, or waiver that would adversely affect HBT's rights as a third-party beneficiary hereunder shall require the prior written consent of HBT. No waiver of any provision of this Subscription Agreement shall be deemed a waiver of any other provision, and no waiver shall constitute a continuing waiver unless otherwise expressly provided in writing. No failure or delay by any party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.
8.4 Assignment.  Neither party hereto may assign, delegate, or otherwise transfer any of its rights or obligations under this Subscription Agreement without the prior written consent of the other party hereto, and any purported assignment, delegation, or transfer

SUBSCRIPTION AGREEMENT

PINNACLE VENTURE ACQUISITION CORP.

BRINDOVAL CAPITAL MANAGEMENT, LP

TABLE OF CONTENTS

SUBSCRIPTION AGREEMENT

RECITALS

SECTION 1. SUBSCRIPTION

SECTION 2. REPRESENTATIONS AND WARRANTIES OF THE INVESTOR

SECTION 3. REPRESENTATIONS AND WARRANTIES OF THE ISSUER

SECTION 4. CONDITIONS TO CLOSING

SECTION 5. REGISTRATION RIGHTS

SECTION 6. COVENANTS

SECTION 7. TERMINATION

SECTION 8. MISCELLANEOUS

Record

Parties

Dates

Amounts