Extract to table

is a Delaware corporation engaged as a clinical-stage biotechnology company developing next-generation gene-editing therapies for rare monogenic diseases, including its lead candidate HBT-301 for the treatment of Friedreich's ataxia and its preclinical candidate HBT-502 for the treatment of Wilson's disease, incorporated on June 12, 2018, with its principal executive offices located at 450 Kendall Street, Suite 800, Cambridge, Massachusetts 02142; WHEREAS, the Board of Directors of PVAC (the "Acquiror Board"), at a meeting duly called and held on March 20, 2023, unanimously determined that this Agreement and the transactions contemplated hereby, including the Merger, the Domestication, and the other transactions contemplated herein, are advisable, fair to, and in the best interests of PVAC and its shareholders, and approved and adopted this Agreement and authorized the execution, delivery, and performance thereof; WHEREAS, the board of directors of Merger Sub, at a meeting duly called and held on March 20, 2023, unanimously determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to, and in the best interests of Merger Sub and its sole stockholder, and approved and adopted this Agreement and authorized the execution, delivery, and performance thereof, and PVAC, as the sole stockholder of Merger Sub, approved and adopted this Agreement by written consent dated March 20, 2023; WHEREAS, the Board of Directors of the Company (the "Company Board"), at a meeting duly called and held on , unanimously determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to, and in the best interests of the Company and its stockholders, and approved and adopted this Agreement and authorized the execution, delivery, and performance thereof, and resolved to recommend that the stockholders of the Company approve and adopt this Agreement; WHEREAS, the Parties intend that, upon the terms and subject to the conditions set forth in this Agreement, Merger Sub shall merge with and into the Company (the "Merger"), with the Company continuing as the surviving corporation and a wholly owned subsidiary of PVAC, all in accordance with the Delaware General Corporation Law (the "DGCL"); WHEREAS, prior to or substantially concurrently with the Closing (as defined herein), PVAC shall effect a domestication (the "Domestication") from a Cayman Islands exempted company to a corporation incorporated under the laws of the State of Delaware, pursuant to Section 388 of the DGCL and Part XII of the Companies Act (As Revised) of the Cayman Islands, and, in connection therewith, shall adopt the Amended and Restated Certificate of Incorporation in the form attached hereto as Exhibit D (the "Amended and Restated Certificate of Incorporation"), such that, upon effectiveness of the Domestication, PVAC shall be renamed "Helix Bio Therapeutics Holdings Inc

As used in this Agreement, the following terms shall have the meanings set forth below: "Acquiror" means Pinnacle Venture Acquisition Corp

Upon the Domestication, each outstanding Founder Share shall convert on a one-for-one basis into one share of Acquiror Class A Common Stock, subject to the Sponsor Forfeiture

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

At the Effective Time, on the terms and subject to the conditions of this Agreement and in accordance with the applicable provisions of the DGCL, Merger Sub shall be merged with and into the Company

As a result of the Merger, the separate corporate existence of Merger Sub shall cease at the Effective Time, and the Company shall continue as the surviving corporation of the Merger (the "Surviving Corporation") and shall continue its existence as a corporation duly organized and validly existing under the laws of the State of Delaware