SPONSOR SUPPORT AGREEMENT
dated as of
March 22, 2023
among
PINNACLE VENTURE SPONSOR LLC, a Delaware limited liability company,
DEREK HOLROYD, an individual,
SAMANTHA BRIGGS, an individual,
HELIX BIO THERAPEUTICS INC., a Delaware corporation,
and
PINNACLE VENTURE ACQUISITION CORP., a Cayman Islands exempted company
TABLE OF CONTENTS
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SPONSOR SUPPORT AGREEMENT
This SPONSOR SUPPORT AGREEMENT (this "Agreement") is made and entered into as of March 22, 2023, by and among Pinnacle Venture Sponsor LLC, a Delaware limited liability company (the "Sponsor"), Derek Holroyd, an individual ("Holroyd"), Samantha Briggs, an individual ("Briggs," and together with Holroyd, the "Sponsor Principals," and together with the Sponsor, the "Sponsor Parties"), Helix Bio Therapeutics Inc., a Delaware corporation (the "Company" or "HBT"), and Pinnacle Venture Acquisition Corp., a Cayman Islands exempted company (the "Acquiror" or "PVAC"). The Sponsor, the Sponsor Principals, HBT, and PVAC are each sometimes referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, PVAC, Pinnacle Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of PVAC ("Merger Sub"), and HBT have entered into that certain Business Combination Agreement, dated as of March 22, 2023 (as may be amended, restated, supplemented, or otherwise modified from time to time, the "Business Combination Agreement" or the "BCA"), pursuant to which, among other things, Merger Sub will merge with and into HBT, with HBT surviving the merger as a wholly owned subsidiary of PVAC (the "Business Combination");
WHEREAS, PVAC completed its initial public offering (the "IPO") on August 16, 2021, raising 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, with each unit consisting of one Class A ordinary share of PVAC and one-half of one redeemable warrant to purchase one Class A ordinary share of PVAC at an exercise price of $11.50 per whole share, and the net proceeds of the IPO, together with certain private placement proceeds, are held in a trust account at Grandview Trust Company, N.A. (the "Trust Account"), which, as of the date hereof, holds aggregate trust account proceeds of Fifty-One Million Two Hundred Forty-Seven Thousand Eight Hundred Thirteen Dollars and Fifty-Five Cents ($51,247,813.55), inclusive of accrued interest thereon;
WHEREAS, the Sponsor holds 1,250,000 Class B ordinary shares of PVAC (the "Founder Shares"), which represent all of the issued and outstanding Class B ordinary shares of PVAC as of the date hereof;
WHEREAS, Derek Holroyd and Samantha Briggs are the Managing Members of the Sponsor and serve, respectively, as Chief Executive Officer and Director, and Chief Financial Officer and Director, of PVAC;
WHEREAS, as a condition and material inducement to HBT's willingness to enter into the Business Combination Agreement, the Sponsor Parties have agreed to enter into this Agreement to, among other things, (i) vote all Subject Shares (as defined herein) in favor of the Business Combination and the other transactions contemplated by the BCA, (ii) forfeit certain Founder Shares at the Closing, (iii) agree to lock-up restrictions on the Retained Shares following the Closing, (iv) waive certain anti-dilution, redemption, and trust account rights, and (v) undertake certain other covenants and obligations, all on the terms and subject to the conditions set forth herein; and
WHEREAS, capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement.
NOW, THEREFORE, in consideration of the foregoing recitals, the mutual covenants, agreements, representations, and warranties set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties agree as follows:
ARTICLE I — DEFINITIONS
Section 1.1 — Definitions.
As used in this Agreement, the following terms shall have the meanings set forth below:
"Acquiror" means Pinnacle Venture Acquisition Corp., a Cayman Islands exempted company.
"Agreement" has the meaning set forth in the preamble.
"BCA" has the meaning set forth in the Recitals.
"Business Combination" means the merger of Merger Sub with and into HBT, with HBT surviving the merger as a wholly owned subsidiary of PVAC, as contemplated by the Business Combination Agreement.
"Business Combination Agreement" has the meaning set forth in the Recitals.
"Closing" means the closing of the Business Combination as contemplated by the Business Combination Agreement.
"Closing Date" means the date on which the Closing occurs in accordance with the Business Combination Agreement.
"Combined Company" means Helix Bio Therapeutics Holdings Inc., the post-closing public parent entity (formerly known as Pinnacle Venture Acquisition Corp. prior to the re-domestication and name change), which is expected to be listed on The Nasdaq Stock Market LLC ("Nasdaq") under the ticker symbol "HBIO."
"Company" means Helix Bio Therapeutics Inc., a Delaware corporation.
"Earnout Shares" means the aggregate of up to 500,000 additional shares of Combined Company common stock issuable to former HBT equityholders in two tranches pursuant to and in accordance with the terms and conditions set forth in the Business Combination Agreement.
"Forfeited Shares" means 375,000 Founder Shares to be forfeited, surrendered, and cancelled by the Sponsor at the Closing pursuant to Section 3.1.
"Founder Shares" means the 1,250,000 Class B ordinary shares of PVAC held by the Sponsor as of the date hereof.
"Governmental Authority" means any federal, state, local, or foreign government or any agency, bureau, board, commission, court, department, instrumentality, political subdivision, tribunal, or other entity or body exercising executive, legislative, judicial, taxing, regulatory, or administrative powers or functions of, or pertaining to, any of the foregoing.
"IPO" has the meaning set forth in the Recitals.
"Lien" means any mortgage, pledge, security interest, encumbrance, lien (statutory or otherwise), charge, restriction on transfer, claim, option, right of first refusal, or other similar restriction of any kind.
"Lock-Up Period" means the period commencing on the Closing Date and ending on the date that is twelve (12) months after the Closing Date; provided, however, that the Lock-Up Period shall be subject to early release as set forth in Section 4.2.
"Lock-Up Shares" means the Retained Shares.
"Merger Sub" means Pinnacle Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of PVAC.
"Nasdaq" means The Nasdaq Stock Market LLC.
"Party" and "Parties" have the meanings set forth in the preamble.
"Proxy Statement/Prospectus" means the proxy statement/prospectus included in the Registration Statement on Form S-4 (File No. 333-271498) filed by PVAC with the United States Securities and Exchange Commission (the "SEC") in connection with the Business Combination.
"Retained Shares" means 875,000 Founder Shares retained by the Sponsor after the forfeiture and cancellation of the Forfeited Shares pursuant to Section 3.1 (calculated as 1,250,000 Founder Shares minus 375,000 Forfeited Shares).
"Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
"Special Meeting" means the special meeting (or any adjournment or postponement thereof) of the shareholders of PVAC to consider and vote upon the approval and adoption of the Business Combination Agreement, the Business Combination, and the other proposals set forth in the Proxy Statement/Prospectus.
"Sponsor" has the meaning set forth in the preamble.
"Sponsor Parties" has the meaning set forth in the preamble.
"Sponsor Principals" has the meaning set forth in the preamble.
"Subject Shares" means all Founder Shares and any other equity securities of PVAC or the Combined Company (including Class A ordinary shares, Class B ordinary shares, warrants, options, or other rights to acquire equity securities) beneficially owned (as determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended) by any Sponsor Party, whether held as of the date hereof or hereafter acquired during the term of this Agreement, by purchase, conversion, exercise, distribution, or otherwise.
"Trading Day" means any day on which Nasdaq is open for trading of equity securities in its regular trading session.
"Transfer" means, with respect to any security, any direct or indirect sale, assignment, transfer, conveyance, gift, bequest, pledge, hypothecation, encumbrance, or other disposition or agreement to dispose of such security, whether voluntary or involuntary, by operation of law or otherwise, including the creation of any Lien thereon. "Transferred" and "Transferring" shall have correlative meanings.
"Trust Account" has the meaning set forth in the Recitals.
"Trust Agreement" means that certain Investment Management Trust Agreement, dated as of August 16, 2021, by and between PVAC and Grandview Trust Company, N.A., as trustee, as may be amended from time to time.
"VWAP" means, for any Trading Day, the per-share volume-weighted average closing price of one share of Combined Company common stock as reported on Nasdaq (or, if not reported thereon, as reported by a nationally recognized quotation service) for such Trading Day.
Section 1.2 — Interpretation.
Unless the context of this Agreement otherwise requires, (a) words of any gender include each other gender, (b) words using the singular or plural number also include the plural or singular number, respectively, (c) the terms "hereof," "herein," "hereby," "hereto," and derivative or similar words refer to this entire Agreement, (d) the terms "Article," "Section," "Exhibit," and "Schedule" refer to the specified Article, Section, Exhibit, or Schedule of or to this Agreement unless otherwise specified, (e) the word "including" and words of similar import when used in this Agreement shall mean "including, without limitation," (f) references to any statute shall be deemed to refer to such statute as amended from time to time and to any rules or regulations promulgated thereunder, (g) references to any contract are to that contract as amended, modified, or supplemented from time to time in accordance with the terms thereof, (h) the word "or" is not exclusive, (i) headings and table of contents used in this Agreement are for convenience of reference only and shall not affect the construction of this Agreement, (j) a reference to any Person includes such Person's successors and permitted assigns, (k) references to "days" shall mean calendar days unless the term "business days" is used, and (l) references to the law of a particular jurisdiction shall be construed as references to the law of such jurisdiction as in effect on the date hereof and as the same may be amended, supplemented, or replaced from time to time. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.
ARTICLE II — VOTING AND APPROVAL COVENANTS
Section 2.1 — Agreement to Vote.
Each Sponsor Party hereby irrevocably and unconditionally agrees that, at the Special Meeting (or at any adjournment or postponement thereof), or in connection with any written consent of shareholders of PVAC solicited in lieu of or in connection with such meeting, such Sponsor Party shall (i) appear at such meeting, in person or by proxy, or otherwise cause the Subject Shares beneficially owned by such Sponsor Party to be counted as present thereat for purposes of establishing a quorum and (ii) vote (or cause to be voted), or deliver (or cause to be delivered) a valid written consent covering, all Subject Shares beneficially owned by such Sponsor Party:
(a) in favor of the approval and adoption of the Business Combination Agreement and the transactions contemplated thereby, including the merger of Merger Sub with and into HBT on the terms and subject to the conditions set forth in the Business Combination Agreement;
(b) in favor of the re-domestication of PVAC from a Cayman Islands exempted company to a corporation incorporated under the laws of the State of Delaware (the "Re-Domestication");
(c) in favor of the adoption of the Amended and Restated Certificate of Incorporation of PVAC (to be renamed "Helix Bio Therapeutics Holdings Inc.") in the form attached as an exhibit to the Proxy Statement/Prospectus;
(d) in favor of any other proposals included in the Proxy Statement/Prospectus that are necessary or advisable for the consummation of the Business Combination, including any proposal to approve the issuance of shares of Combined Company common stock in connection with the Business Combination or any PIPE financing, the adoption of an equity incentive plan, the election of directors to the board of directors of the Combined Company, and any proposal to adjourn the Special Meeting to a later date if there are not sufficient votes to approve the foregoing proposals at the time of the Special Meeting; and
(e) against (A) any action, agreement, or transaction (other than the Business Combination Agreement or the transactions contemplated thereby) that would reasonably be expected to result in a breach of any covenant, representation, or warranty of PVAC contained in the Business Combination Agreement, (B) any action, agreement, or transaction that would reasonably be expected to impede, interfere with, delay, postpone, discourage, or adversely affect the consummation of the Business Combination or any of the other transactions contemplated by the Business Combination Agreement, or (C) any action, agreement, or transaction that would reasonably be expected to result in any condition to the obligations of any party to consummate the Business Combination or the other transactions contemplated by the Business Combination Agreement not being fulfilled or satisfied on a timely basis.
The obligations of each Sponsor Party under this Section 2.1 shall apply to all 1,250,000 Founder Shares and to any additional equity securities of PVAC that may be acquired by any Sponsor Party from and after the date hereof and prior to the termination of this Agreement, whether acquired by purchase, conversion, exercise, exchange, or otherwise, and all such securities shall be deemed to be "Subject Shares" for all purposes of this Agreement. Each Sponsor Party shall not revoke or otherwise modify any proxy or written consent delivered in accordance with this Section 2.1 without the prior written consent of HBT.
Section 2.2 — No Inconsistent Agreements.
Each Sponsor Party hereby covenants and agrees that, during the term of this Agreement, such Sponsor Party shall not, directly or indirectly, enter into any voting agreement, voting trust, proxy arrangement, or other contract, agreement, arrangement, or understanding (whether written or oral) with respect to any Subject Shares that is inconsistent with the obligations of such Sponsor Party under this Agreement. Any such agreement, arrangement, or understanding entered into in violation of this Section 2.2 shall be null and void ab initio. Each Sponsor Party hereby revokes any and all prior proxies or powers of attorney granted by such Sponsor Party with respect to any Subject Shares that would be inconsistent with the provisions of this Agreement.
Section 2.3 — Proxy.
Each Sponsor Party hereby irrevocably appoints HBT (and any designee of HBT) as such Sponsor Party's true and lawful attorney-in-fact and proxy, with full power of substitution and resubstitution, for and in the name, place, and stead of such Sponsor Party, to vote (or cause to be voted) the Subject Shares beneficially owned by such Sponsor Party at the Special Meeting (or at any adjournment or postponement thereof) in accordance with Section 2.1 of this Agreement. Each Sponsor Party hereby represents and acknowledges that this proxy is coupled with an interest and is irrevocable, and hereby revokes any and all prior proxies with respect to the Subject Shares that would be inconsistent with this Section 2.3. This proxy shall be valid and binding on any Person to whom such Sponsor Party may Transfer any Subject Shares in accordance with the terms of this Agreement. The proxy granted pursuant to this Section 2.3 shall survive the death, incapacity, bankruptcy, dissolution, liquidation, or winding up of any Sponsor Party and the obligations of each Sponsor Party under this Section 2.3 shall be binding upon the heirs, personal representatives, successors, and assigns of such Sponsor Party. Notwithstanding the foregoing, this proxy shall automatically terminate, and be of no further force or effect, upon the earlier of (a) the Closing and (b) the valid termination of the Business Combination Agreement in accordance with its terms. HBT shall not exercise the proxy granted hereby to vote Subject Shares at any meeting of PVAC shareholders, or in connection with any written consent of PVAC shareholders, other than at the Special Meeting and in connection with the matters described in Section 2.1.
ARTICLE III — FORFEITURE OF FOUNDER SHARES; WAIVER OF ANTI-DILUTION AND REDEMPTION RIGHTS
Section 3.1 — Forfeiture of Founder Shares.
(a) Effective as of, and contingent upon, the Closing, the Sponsor hereby irrevocably agrees to forfeit, surrender, and return to PVAC (or, following the Re-Domestication, the Combined Company, as applicable) for cancellation, for no consideration whatsoever, Three Hundred Seventy-Five Thousand (375,000) Founder Shares (the "Forfeited Shares"), representing thirty percent (30%) of the 1,250,000 Founder Shares held by the Sponsor as of the date hereof. The forfeiture, surrender, and cancellation of the Forfeited Shares shall be automatic and self-effectuating upon the Closing and shall not require any further action on the part of the Sponsor, PVAC, or any other Person.
(b) Following the forfeiture and cancellation of the Forfeited Shares, the Sponsor shall retain Eight Hundred Seventy-Five Thousand (875,000) Founder Shares (the "Retained Shares"), which, upon the Re-Domestication, shall be converted into shares of Combined Company common stock on a one-for-one basis (or on such other basis as may be provided in the Amended and Restated Certificate of Incorporation of the Combined Company), subject to the lock-up restrictions set forth in Article IV.
(c) The Forfeited Shares shall be automatically cancelled at the Closing and shall thereupon cease to exist and shall have no further force or effect. No consideration, payment, or other compensation shall be made or owed to the Sponsor in respect of the Forfeited Shares. The Sponsor shall deliver any stock certificates (or execute any stock powers, letters of transmittal, or other transfer instruments) as may be reasonably requested by PVAC, HBT, or the Combined Company to effectuate the forfeiture and cancellation contemplated by this Section 3.1, and the Sponsor hereby authorizes the transfer agent of PVAC (or the Combined Company) to reflect the cancellation of the Forfeited Shares on the stock ledger and book-entry records of PVAC (or the Combined Company).
(d) The Parties acknowledge and agree that the purpose of the forfeiture of the Forfeited Shares is to reduce dilution to non-redeeming PVAC public shareholders, participants in the PIPE financing (as described in Section 3.2), and former HBT equityholders in connection with the Business Combination. The Parties further acknowledge that the Sponsor's agreement to forfeit the Forfeited Shares constitutes a material inducement to HBT to enter into the Business Combination Agreement.
Section 3.2 — Waiver of Anti-Dilution Rights.
The Sponsor hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any and all anti-dilution protections, conversion ratio adjustments, or similar adjustment rights applicable to the Founder Shares, including any rights arising under or pursuant to the Amended and Restated Memorandum and Articles of Association of PVAC (or any successor constitutional documents) providing for adjustment to the conversion ratio at which the Class B ordinary shares of PVAC are convertible into Class A ordinary shares of PVAC, in each case in connection with (a) the Business Combination, (b) the private investment in public equity financing (the "PIPE Financing") consisting of aggregate commitments of Twenty Million Dollars ($20,000,000) from Brindoval Capital Management, LP (Fifteen Million Dollars ($15,000,000)) and Lakepoint Health Opportunities Fund, LP (Five Million Dollars ($5,000,000)), (c) any issuance of equity securities by PVAC, the Combined Company, or any of their respective subsidiaries in connection with the Business Combination (including any equity incentive plan securities or Earnout Shares), and (d) any related transactions or issuances. This waiver shall apply regardless of the number or percentage of Class A ordinary shares of PVAC that are redeemed by holders thereof in connection with the Business Combination and irrespective of whether such redemptions would otherwise trigger anti-dilution adjustments in favor of the holders of Class B ordinary shares under the existing constitutional documents of PVAC. This waiver is a material inducement to HBT to enter into the Business Combination Agreement and is intended to be for the benefit of HBT and the other parties to the Business Combination Agreement.
Section 3.3 — Waiver of Redemption Rights.
Each Sponsor Party hereby irrevocably and unconditionally waives, and agrees not to exercise, assert, or otherwise seek to enforce, any right to redeem, or to tender for redemption, any Subject Shares (including all 1,250,000 Founder Shares and any Class A ordinary shares of PVAC, if any, that may hereafter be acquired by any Sponsor Party) in connection with the Special Meeting, the Business Combination, or the consummation of any of the transactions contemplated by the Business Combination Agreement. Without limiting the foregoing, no Sponsor Party shall seek to have any Subject Shares redeemed from the Trust Account, whether pursuant to the Amended and Restated Memorandum and Articles of Association of PVAC, the Trust Agreement, the terms of the IPO, or otherwise, and each Sponsor Party hereby waives any and all rights to receive any portion of the funds held in the Trust Account in connection with any such redemption.
Section 3.4 — Waiver of Trust Account Claims.
Each Sponsor Party hereby agrees that it shall not, and irrevocably and unconditionally waives any right to, seek recourse against, or make or bring any action, claim, suit, or proceeding against, the Trust Account (which, as of the date hereof, holds approximately Fifty-One Million Two Hundred Forty-Seven Thousand Eight Hundred Thirteen Dollars and Fifty-Five Cents ($51,247,813.55) prior to any redemptions) or any monies or other assets distributed from the Trust Account to PVAC, the Combined Company, or any of their respective affiliates, in connection with any claim, cause of action, or demand of any kind arising out of, relating to, or in connection with this Agreement or the transactions contemplated hereby. Notwithstanding the foregoing, nothing in this Section 3.4 shall be deemed to limit or waive any rights of a Sponsor Party to receive distributions from the Trust Account to which such Sponsor Party may be entitled, solely in its capacity as a shareholder of PVAC or the Combined Company, after the Closing, through ordinary course dividends, distributions, or redemptions authorized by the board of directors of the Combined Company in accordance with applicable law and the Combined Company's then-operative governing documents.
ARTICLE IV — LOCK-UP
Section 4.1 — Lock-Up Restriction.
During the Lock-Up Period, no Sponsor Party shall, directly or indirectly:
(a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option, right, or warrant to purchase, make any short sale of, or otherwise Transfer or dispose of, or agree to Transfer or dispose of, directly or indirectly, any Lock-Up Shares (i.e., the 875,000 Retained Shares, including any shares of Combined Company common stock issued upon conversion thereof) or any securities convertible into, exercisable for, or exchangeable for Lock-Up Shares;
(b) 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 Lock-Up Shares, whether any such transaction described in this clause (b) is to be settled by delivery of Lock-Up Shares, in cash, or otherwise;
(c) make any demand for, or exercise any right with respect to, the registration of any Lock-Up Shares or any securities convertible into or exercisable or exchangeable for Lock-Up Shares under the Securities Act; or
(d) publicly disclose the intention to do any of the foregoing, whether through the filing of any document with the SEC, the issuance of any press release, or otherwise.
For the avoidance of doubt, the restrictions set forth in this Section 4.1 shall apply to Lock-Up Shares held by each Sponsor Party and to any Lock-Up Shares Transferred to a permitted transferee in accordance with Section 4.3 (and any such permitted transferee shall be required to comply with the restrictions of this Section 4.1 for the remainder of the Lock-Up Period).
Section 4.2 — Lock-Up Period; Early Release.
(a) Standard Lock-Up Period. The Lock-Up Period shall commence on the Closing Date and shall end at 11:59 p.m., Eastern Time, on the date that is twelve (12) months after the Closing Date (such date, the "Standard Expiration Date").
(b) Early Release Trigger. Notwithstanding Section 4.2(a), the Lock-Up Period shall terminate earlier with respect to all Lock-Up Shares (and each Sponsor Party shall be fully released from the restrictions set forth in Section 4.1 with respect to all Lock-Up Shares) if, at any time after the date that is one hundred fifty (150) days after the Closing Date, the closing price of one (1) share of Combined Company common stock on Nasdaq (Nasdaq ticker: "HBIO") equals or exceeds Twelve Dollars ($12.00) per share (as equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combinations, exchanges of shares, and other similar changes in capitalization) for any twenty (20) Trading Days within any thirty (30) consecutive Trading Day period (the "Early Release Condition"). The determination of whether the Early Release Condition has been satisfied shall be made by the Combined Company in good faith, and the Combined Company shall promptly notify the Sponsor in writing upon such determination.
(c) Upon the expiration or earlier termination of the Lock-Up Period in accordance with this Section 4.2, the Combined Company shall, and shall instruct its transfer agent (Adriatic Health IT of Delaware, Inc.) to, promptly remove (or cause to be removed) any restrictive legends, notations, or stop-transfer orders applicable to the Lock-Up Shares solely by reason of this Agreement.
Section 4.3 — Permitted Transfers.
Notwithstanding the restrictions set forth in Section 4.1, a Sponsor Party may Transfer Lock-Up Shares during the Lock-Up Period to any of the following Persons in the following circumstances:
(a) to any affiliate, member, manager, officer, director, or partner of the Sponsor, including Transfers by Derek Holroyd or Samantha Briggs to Pinnacle Venture Sponsor LLC (or vice versa), or Transfers by the Sponsor to any of its direct or indirect members or equity holders;
(b) in the case of an individual Sponsor Party, by gift, will, or intestate succession, or to any immediate family member of such individual (meaning any spouse, domestic partner, parent, grandparent, sibling, child, or grandchild) or to a trust, partnership, limited liability company, or other estate planning vehicle established for the benefit of such individual or any immediate family member of such individual;
(c) as a pledge of Lock-Up Shares to a nationally recognized financial institution to secure obligations under a bona fide loan or credit facility, provided that any foreclosure, sale, Transfer, or other disposition of such pledged Lock-Up Shares (whether by the pledgee, a trustee in connection therewith, or otherwise) shall remain subject to the lock-up restrictions set forth in this Article IV for the remainder of the Lock-Up Period;
(d) to the Combined Company for cancellation for no consideration; or
(e) with the prior written consent of HBT (or, following the Closing, a majority of the independent directors of the board of directors of the Combined Company);
provided, however, that, in each case of clauses (a) through (d) above, (i) such Transfer shall not involve a disposition for value, except in the case of a permitted pledge described in clause (c), and (ii) the transferee shall, as a condition precedent to such Transfer, execute and deliver to HBT (or, following the Closing, the Combined Company) a joinder agreement in substantially the form attached hereto as Exhibit A (a "Joinder Agreement"), pursuant to which such transferee agrees to be bound by the terms and conditions of this Article IV for the remainder of the Lock-Up Period as if such transferee were a Sponsor Party. No Transfer made in compliance with this Section 4.3 shall relieve the transferring Sponsor Party of its obligations under this Agreement with respect to Lock-Up Shares that continue to be beneficially owned by such Sponsor Party following such Transfer.
Section 4.4 — Legend.
Each certificate or book-entry statement representing Lock-Up Shares shall bear the following restrictive legend (or a substantially similar legend) until such time as the Lock-Up Shares are no longer subject to the restrictions set forth in this Article IV:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE (OR BOOK ENTRY) ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN THAT CERTAIN SPONSOR SUPPORT AGREEMENT, DATED AS OF MARCH 22, 2023, BY AND AMONG PINNACLE VENTURE SPONSOR LLC, DEREK HOLROYD, SAMANTHA BRIGGS, HELIX BIO THERAPEUTICS INC., AND PINNACLE VENTURE ACQUISITION CORP., A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. ANY SALE, TRANSFER, PLEDGE, HYPOTHECATION, OR OTHER DISPOSITION OF SUCH SECURITIES IN VIOLATION OF SUCH AGREEMENT SHALL BE NULL AND VOID."
The Combined Company shall instruct its transfer agent, Adriatic Health IT of Delaware, Inc. (or any successor transfer agent), to implement stop-transfer orders with respect to the Lock-Up Shares consistent with the restrictions set forth in this Article IV. Upon the expiration or earlier termination of the Lock-Up Period, the Combined Company shall promptly instruct its transfer agent to remove such legend and stop-transfer orders.
ARTICLE V — REPRESENTATIONS AND WARRANTIES OF THE SPONSOR PARTIES
Each Sponsor Party hereby represents and warrants to HBT and PVAC, severally and not jointly, as of the date hereof and as of the Closing Date, as follows:
Section 5.1 — Organization and Authority (Sponsor).
The Sponsor is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Sponsor has all requisite limited liability company power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and to perform all of its obligations hereunder. The principal office of the Sponsor is located at 101 Park Avenue, 34th Floor, New York, New York 10178.
Section 5.2 — Authorization; Binding Effect.
The execution, delivery, and performance of this Agreement by each Sponsor Party, and the consummation by each Sponsor Party of the transactions contemplated hereby, have been duly and validly authorized by all necessary action on the part of such Sponsor Party (including, with respect to the Sponsor, approval by its Managing Members, Derek Holroyd and Samantha Briggs). Each Sponsor Party has the legal capacity and full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly and validly executed and delivered by each Sponsor Party and constitutes the legal, valid, and binding obligation of each Sponsor Party, enforceable against each Sponsor Party in accordance with its terms, subject to (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, and similar laws of general applicability relating to or affecting creditors' rights and (b) general equitable principles (whether considered in a proceeding in equity or at law).
Section 5.3 — Ownership of Shares.
(a) As of the date hereof, the Sponsor is the sole record and beneficial owner of 1,250,000 Class B ordinary shares of PVAC (the Founder Shares), free and clear of all Liens, except (i) as created by this Agreement, (ii) as described in the Amended and Restated Memorandum and Articles of Association of PVAC, or (iii) restrictions on transfer under applicable federal and state securities laws. No Sponsor Party beneficially owns any equity securities of PVAC other than the Founder Shares.
(b) The Sponsor has the sole power to vote, dispose of, and agree to vote or dispose of all of the Founder Shares, with no limitations, qualifications, or restrictions on such rights, subject to applicable securities laws and the terms of this Agreement. There are no outstanding options, warrants, rights, contracts, calls, puts, agreements, or commitments to which any Sponsor Party is a party or by which any Sponsor Party is bound relating to the issuance, acquisition, registration, voting, transfer, or disposition of any equity securities of PVAC, other than this Agreement and the Business Combination Agreement.
Section 5.4 — No Conflicts.
The execution, delivery, and performance by each Sponsor Party of this Agreement, and the consummation by each Sponsor Party of the transactions contemplated hereby, do not and will not (a) conflict with, violate, or result in a breach of any provision of the certificate of formation, limited liability company agreement, or other organizational documents of the Sponsor, (b) conflict with, violate, or result in a breach of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or give rise to any right of termination, cancellation, amendment, modification, or acceleration under, any contract, agreement, license, permit, or other instrument to which any Sponsor Party is a party or by which any Sponsor Party or any of its properties or assets is bound, (c) violate or conflict with any applicable law, statute, ordinance, rule, regulation, order, judgment, injunction, decree, or other legal restraint of any Governmental Authority applicable to any Sponsor Party, or (d) require any consent, approval, authorization, order, registration, qualification, designation, declaration, or filing with or notice to any Governmental Authority or any other Person, except, in each case of clauses (b) through (d), as would not, individually or in the aggregate, reasonably be expected to impair the ability of such Sponsor Party to perform its obligations under this Agreement in any material respect.
Section 5.5 — No Litigation.
As of the date hereof, there is no action, suit, proceeding, arbitration, investigation, or claim pending or, to the knowledge of any Sponsor Party, threatened in writing against any Sponsor Party before or by any Governmental Authority that would reasonably be expected to impair or delay such Sponsor Party's ability to perform its obligations under this Agreement or to consummate the transactions contemplated hereby. No Sponsor Party is subject to any outstanding order, judgment, injunction, decree, or other legal restraint that would reasonably be expected to impair or delay such Sponsor Party's ability to perform its obligations under this Agreement.
Section 5.6 — Reliance.
Each Sponsor Party understands and acknowledges that (a) HBT is entering into the Business Combination Agreement in reliance upon the execution, delivery, and performance of this Agreement by the Sponsor Parties and (b) this Agreement is a material inducement to HBT's willingness to enter into the Business Combination Agreement and to consummate the Business Combination. Each Sponsor Party has been advised by, or has had the opportunity to consult with, its own legal counsel and tax advisors regarding this Agreement and the transactions contemplated hereby.
ARTICLE VI — REPRESENTATIONS AND WARRANTIES OF HBT
HBT hereby represents and warrants to each Sponsor Party and to PVAC as of the date hereof and as of the Closing Date, as follows:
Section 6.1 — Organization and Authority.
HBT is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, having been incorporated on June 12, 2018. HBT has all requisite corporate power and authority to execute and deliver this Agreement, to consummate the transactions contemplated hereby, and to perform all of its obligations hereunder. The principal office of HBT is located at 450 Kendall Street, Suite 800, Cambridge, Massachusetts 02142.
Section 6.2 — Authorization; Binding Effect.
The execution, delivery, and performance of this Agreement by HBT, and the consummation by HBT of the transactions contemplated hereby, have been duly and validly authorized by all necessary corporate action on the part of HBT, and no other corporate proceedings on the part of HBT are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by HBT and constitutes the legal, valid, and binding obligation of HBT, enforceable against HBT in accordance with its terms, subject to (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, and similar laws of general applicability relating to or affecting creditors' rights and (b) general equitable principles (whether considered in a proceeding in equity or at law).
Section 6.3 — No Conflicts.
The execution, delivery, and performance by HBT of this Agreement, and the consummation by HBT of the transactions contemplated hereby, do not and will not (a) conflict with, violate, or result in a breach of any provision of the certificate of incorporation, bylaws, or other organizational documents of HBT, (b) conflict with, violate, or result in a breach of, or constitute a default under, any contract, agreement, or other instrument to which HBT is a party, or (c) violate or conflict with any applicable law, statute, ordinance, rule, regulation, order, judgment, or decree of any Governmental Authority applicable to HBT, except, in each case of clauses (b) and (c), as would not, individually or in the aggregate, reasonably be expected to impair the ability of HBT to perform its obligations under this Agreement in any material respect.
ARTICLE VII — ADDITIONAL COVENANTS
Section 7.1 — No Solicitation.
During the period commencing on the date hereof and ending on the earlier of the Closing or the valid termination of the Business Combination Agreement in accordance with its terms, no Sponsor Party shall, and each Sponsor Party shall cause its respective representatives, agents, advisors, and affiliates (to the extent acting on behalf of such Sponsor Party) not to, directly or indirectly, (a) solicit, initiate, propose, seek, or knowingly facilitate or encourage (including by way of furnishing nonpublic information) any inquiry, proposal, indication of interest, or offer from any Person or group of Persons (other than HBT and its representatives) relating to any alternative business combination, merger, consolidation, acquisition, recapitalization, share exchange, or similar transaction involving PVAC (an "Alternative Transaction"), (b) engage in, continue, or otherwise participate in any negotiations or discussions with any Person or group of Persons (other than HBT and its representatives) regarding any Alternative Transaction, (c) enter into any letter of intent, memorandum of understanding, term sheet, acquisition agreement, merger agreement, or similar agreement providing for or relating to any Alternative Transaction, or (d) otherwise cooperate with, assist, participate in, or knowingly facilitate any effort or attempt by any Person to effect an Alternative Transaction. Each Sponsor Party shall, and shall cause its representatives, agents, advisors, and affiliates (to the extent acting on behalf of such Sponsor Party) to, immediately cease and cause to be terminated any activities, discussions, or negotiations existing as of the date hereof with any Person with respect to any Alternative Transaction. Each Sponsor Party shall promptly (and in any event within forty-eight (48) hours) notify HBT in writing of the receipt by such Sponsor Party (or any of its representatives) of any inquiry, proposal, indication of interest, or offer relating to an Alternative Transaction, including the material terms thereof and the identity of the Person making such inquiry, proposal, indication of interest, or offer.
Section 7.2 — Further Assurances.
Each Sponsor Party shall, from time to time, execute and deliver, or cause to be executed and delivered, such additional documents, instruments, conveyances, and assurances, and shall take, or cause to be taken, such further actions, as may be reasonably necessary or desirable to carry out the provisions hereof, to consummate the transactions contemplated hereby, and to give effect to the agreements, covenants, and obligations of the Sponsor Parties set forth in this Agreement. Without limiting the generality of the foregoing, each Sponsor Party shall cooperate with PVAC, HBT, and the Combined Company in connection with (a) instructing Adriatic Health IT of Delaware, Inc. (as transfer agent for PVAC or the Combined Company, as applicable) to reflect the forfeiture and cancellation of the Forfeited Shares on the stock ledger and book-entry records of PVAC or the Combined Company, (b) implementing the stop-transfer orders and restrictive legends contemplated by Section 4.4, (c) providing any information reasonably requested by HBT or PVAC for inclusion in the Proxy Statement/Prospectus or any other filing with the SEC, and (d) taking such other actions as may be reasonably requested by HBT or PVAC in connection with the Business Combination.
Section 7.3 — No Transfer of Subject Shares Prior to Closing.
From the date hereof until the Closing (or the earlier valid termination of the Business Combination Agreement in accordance with its terms), no Sponsor Party shall, directly or indirectly, Transfer, assign, sell, gift-over, pledge, hypothecate, or otherwise dispose of or encumber, or enter into any contract, agreement, option, or other arrangement or understanding (whether written or oral) with respect to the Transfer, assignment, sale, gift-over, pledge, hypothecation, or other disposition or encumbrance of, any Subject Shares (or any interest therein), except (a) as expressly permitted under Section 4.3(a) or Section 4.3(b) (and subject to the transferee's execution and delivery of a Joinder Agreement) or (b) with the prior written consent of HBT, which consent may be withheld in HBT's sole and absolute discretion. Any Transfer or purported Transfer of Subject Shares in violation of this Section 7.3 shall be null and void ab initio and of no force or effect, and PVAC shall not, and shall instruct its transfer agent not to, register or give effect to any such Transfer on the stock ledger or book-entry records of PVAC.
Section 7.4 — Public Announcements.
No Sponsor Party shall issue any press release, make any public statement, or otherwise make any public disclosure regarding this Agreement, the Business Combination Agreement, or the transactions contemplated hereby or thereby, without the prior written consent of each of HBT and PVAC (which consent shall not be unreasonably withheld, conditioned, or delayed); provided, however, that the foregoing restriction shall not apply to (a) any disclosure required by applicable law, the rules and regulations of the SEC, or the listing rules of Nasdaq (in which case the disclosing Sponsor Party shall, to the extent practicable, provide HBT and PVAC with reasonable advance notice of, and the opportunity to review and comment on, such disclosure prior to the making thereof) or (b) any disclosure made in connection with the enforcement of such Sponsor Party's rights under this Agreement.
Section 7.5 — Insider Trading Compliance.
Each Sponsor Party acknowledges that such Sponsor Party is aware that the United States federal and state securities laws, including Section 10(b) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 promulgated thereunder, and state laws of similar effect, impose restrictions on the purchase and sale of securities by Persons who are in possession of material, nonpublic information concerning the issuer of such securities. Each Sponsor Party agrees to comply, and shall cause its affiliates and representatives to comply, with all applicable federal and state securities laws with respect to the transactions contemplated by this Agreement, the Business Combination Agreement, and the other agreements entered into in connection with the Business Combination, including refraining from purchasing or selling securities of PVAC or the Combined Company while in possession of material, nonpublic information concerning PVAC, HBT, or the Combined Company.
ARTICLE VIII — TERMINATION
Section 8.1 — Termination Events.
This Agreement shall automatically terminate and be of no further force or effect upon the earliest to occur of the following:
(a) the valid termination of the Business Combination Agreement in accordance with its terms (it being understood that upon such termination, no forfeiture, lock-up, voting, or other obligations of the Sponsor Parties hereunder shall remain in effect, and the Founder Shares shall continue to be held by the Sponsor free and clear of any obligations arising under this Agreement);
(b) the mutual written agreement of the Sponsor, HBT, and PVAC to terminate this Agreement; and
(c) solely with respect to the lock-up restrictions set forth in Article IV, the expiration of the Lock-Up Period (including any early release of the Lock-Up Period pursuant to Section 4.2(b)).
Section 8.2 — Effect of Termination.
(a) Upon termination of this Agreement pursuant to Section 8.1(a) or Section 8.1(b), this Agreement shall become void and of no further force or effect, and no Party shall have any continuing liability or obligation to any other Party hereunder, except (i) for any liability arising from a willful and material breach of this Agreement by any Party prior to such termination, which liability shall survive such termination, and (ii) Article IX (Miscellaneous) and this Section 8.2 shall survive the termination of this Agreement.
(b) For the avoidance of doubt, the forfeiture and cancellation of the Forfeited Shares pursuant to Section 3.1, once effected at the Closing, shall be irrevocable and permanent and shall survive any subsequent termination of this Agreement or the Business Combination Agreement, regardless of the reason for or basis of such termination. Similarly, the waiver of anti-dilution rights set forth in Section 3.2, the waiver of redemption rights set forth in Section 3.3, and the waiver of trust account claims set forth in Section 3.4, in each case to the extent such waivers were relied upon or acted upon prior to or at the Closing, shall survive the Closing and any subsequent termination of this Agreement.
ARTICLE IX — MISCELLANEOUS
Section 9.1 — Notices.
All notices, requests, demands, claims, consents, waivers, and other communications required or permitted to be given hereunder (each, a "Notice") shall be in writing and shall be deemed to have been duly given (a) when delivered by hand (with written confirmation of receipt), (b) when sent by email (with confirmation of transmission and no automated bounce-back or rejection message) if sent during normal business hours of the recipient on a business day and, if not, on the next business day, or (c) one (1) business day after being sent by nationally recognized overnight courier service (with tracking capability and proof of delivery), in each case to the applicable Party at the following address (or at such other address as such Party may designate by ten (10) days' prior written notice in accordance with this Section 9.1):
If to the Sponsor or the Sponsor Principals:
Pinnacle Venture Sponsor LLC 101 Park Avenue, 34th Floor New York, New York 10178
Attention: Derek Holroyd, Managing Member
Email: dholroyd@pinnacleventure.com
with a copy (which shall not constitute Notice) to:
Hargrove Slater & Dunn LLP 575 Lexington Avenue, 20th Floor New York, New York 10022
Attention: Nathan Dorsey
Email: ndorsey@hsdlaw.com
If to HBT:
Helix Bio Therapeutics Inc. 450 Kendall Street, Suite 800 Cambridge, Massachusetts 02142
Attention: Dr. Priya Nandakumar, Chief Executive Officer
Email: pnandakumar@helixbio.com
with a copy (which shall not constitute Notice) to:
Calderwood & Harkness LLP One Federal Street, 42nd Floor Boston, Massachusetts 02110
Attention: Sandra Tung
Email: stung@calderwoodharkness.com
If to PVAC:
Pinnacle Venture Acquisition Corp. 101 Park Avenue, 34th Floor New York, New York 10178
Attention: Derek Holroyd, Chief Executive Officer
Email: dholroyd@pinnacleventure.com
with a copy (which shall not constitute Notice) to:
Hargrove Slater & Dunn LLP 575 Lexington Avenue, 20th Floor New York, New York 10022
Attention: Nathan Dorsey
Email: ndorsey@hsdlaw.com
Section 9.2 — Governing Law.
This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.
Section 9.3 — Jurisdiction; Venue.
Any action, suit, or proceeding arising out of, relating to, or in connection with this Agreement or any of the transactions contemplated hereby shall be brought exclusively in the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over any such action, suit, or proceeding, the Superior Court of the State of Delaware, or, if jurisdiction is not available in the courts of the State of Delaware, the United States District Court for the District of Delaware). Each Party hereby (a) irrevocably and unconditionally submits to the exclusive personal jurisdiction of the aforesaid courts in connection with any such action, suit, or proceeding, (b) agrees not to commence any such action, suit, or proceeding except in the aforesaid courts, (c) irrevocably and unconditionally waives, and agrees not to plead or claim, any objection to the laying of venue in any such court, (d) irrevocably and unconditionally waives, and agrees not to plead or claim, that any such action, suit, or proceeding brought in any such court has been brought in an inconvenient forum, and (e) agrees that a final judgment in any such action, suit, or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each Party irrevocably consents to service of process in the manner provided for notices in Section 9.1. Nothing in this Section 9.3 shall affect the right of any Party to serve legal process in any other manner permitted by law.
Section 9.4 — WAIVER OF JURY TRIAL.
EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF ANY PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE, OR ENFORCEMENT HEREOF. EACH PARTY (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SUIT, OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.4.
Section 9.5 — Specific Performance.
The Parties acknowledge and agree that irreparable damage, for which monetary damages would not be an adequate remedy, would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached by any Party, and that money damages or other legal remedies would not be an adequate remedy for any such damages. Accordingly, each Party shall be entitled to an injunction or injunctions, specific performance, or other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, in addition to any other remedy to which such Party may be entitled at law or in equity. Each Party hereby waives (a) any defense in any action for specific performance that a remedy at law would be adequate and (b) any requirement under any law to post security or a bond as a prerequisite to obtaining equitable relief.
Section 9.6 — Entire Agreement.
This Agreement, together with the Business Combination Agreement and the other ancillary agreements, certificates, instruments, and documents referred to therein or contemplated thereby, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, representations, warranties, negotiations, discussions, and communications, whether oral or written, among the Parties with respect to the subject matter hereof. There are no representations, warranties, covenants, or other agreements among the Parties relating to the subject matter hereof other than those expressly set forth or referred to herein.
Section 9.7 — Amendment and Waiver.
(a) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by a written instrument duly executed by each of the Sponsor, HBT, and PVAC. No amendment, modification, or supplement to this Agreement shall be binding upon the Sponsor Principals unless such amendment, modification, or supplement is also executed by each of the Sponsor Principals.
(b) No waiver of any provision of this Agreement shall be effective unless such waiver is in writing and signed by the Party against whom enforcement of such waiver is sought. 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. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.
Section 9.8 — Severability.
If any term or provision of this Agreement is held by a court of competent jurisdiction or other Governmental Authority to be invalid, illegal, void, or unenforceable, the remainder of the terms and provisions set forth herein shall remain in full force and effect and shall in no way be affected, impaired, or invalidated, and the Parties shall use their reasonable best efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term or provision. To the extent permitted by applicable law, each Party waives any provision of law that renders any term or provision hereof invalid, illegal, or unenforceable in any respect. If it is ever held that any restriction hereunder is too broad to permit enforcement of such restriction to its fullest extent, such restriction shall be enforced to the maximum extent permitted by applicable law, and each Party hereby consents and agrees that such scope may be judicially modified accordingly in any proceeding brought to enforce such restriction.
Section 9.9 — Assignment.
This Agreement and the rights and obligations hereunder shall not be assignable or transferable by any Party without the prior written consent of each other Party hereto; provided, however, that HBT may, without the consent of any other Party, assign all or any of its rights and obligations under this Agreement to the Combined Company following the Closing, and any such assignment shall not relieve HBT of its obligations hereunder unless expressly agreed in writing by the other Parties. Any attempted assignment in violation of this Section 9.9 shall be null and void and of no force or effect. Subject to the foregoing, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the Parties and their respective heirs, personal representatives, successors, and permitted assigns.
Section 9.10 — No Third-Party Beneficiaries.
This Agreement is for the sole benefit of the Parties and their respective heirs, personal representatives, successors, and permitted assigns and is not intended to, and shall not, confer upon any other Person any legal or equitable rights, benefits, remedies, claims, or causes of action of any character whatsoever under or by reason of this Agreement; provided, however, that, following the Closing, the Combined Company shall be an express third-party beneficiary of Articles III and IV of this Agreement and shall have the right to enforce the provisions of such Articles directly against the Sponsor Parties as if the Combined Company were a Party hereto.
Section 9.11 — Counterparts; Electronic Signatures.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by electronic transmission, including by portable document format (PDF), Brightwater Software, or other electronic signature technology, shall be effective as delivery of a manually executed counterpart of this Agreement. No Party shall raise the use of electronic transmission or the fact that any signature was transmitted or communicated through the use of electronic transmission as a defense to the formation of a contract, and each Party forever waives any such defense.