Exhibit
10.1


 


EXECUTION VERSION

 


October
19, 2020


 


Helix
Acquisition Corp.


c/o
Cormorant Asset Management, LP


200
Clarendon Street, 52nd Floor


Boston,
MA 02116


 


Re: Initial
Public Offering


 


Ladies
and Gentlemen:


 


This
letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement
(the “Underwriting Agreement”) entered into by and among Helix Acquisition Corp., a Cayman Islands exempted
company (the “Company”), and Jefferies LLC, as representative (the “Representative”)
of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”),
relating to an underwritten initial public offering (the “Public Offering”), of up
to 11,500,000 of the Company’s Class A ordinary shares, par value $0.0001 per share (including up to 1,500,000 shares that
may be purchased to cover over-allotments, if any) (the “Class A Ordinary Shares”). The Class A Ordinary
Shares will be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”)
filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) and the Company
has applied to have the Class A Ordinary Shares listed on The Nasdaq Capital Market. Certain capitalized terms used herein are
defined in paragraph 11 hereof.


 


In
order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the Public Offering
and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of Helix Holdings
LLC (the “Sponsor”) and the undersigned individuals, each of whom is a member of the Company’s
board of directors and/or management team (each of the undersigned individuals, an “Insider” and collectively,
the “Insiders”), hereby agrees with the Company as follows:


 


		1.	The
                                         Sponsor and each Insider agrees that if the Company seeks shareholder approval of a proposed
                                         Business Combination, then in connection with such proposed Business Combination, it,
                                         he or she shall (i) vote any Ordinary Shares (as defined below) owned by it, him or her
                                         in favor of any proposed Business Combination and (ii) not redeem any Ordinary Shares
                                         owned by it, him or her in connection with such shareholder approval. If the Company
                                         seeks to consummate a proposed Business Combination by engaging in a tender offer, the
                                         Sponsor and each Insider agrees that it, he or she will not sell or tender any Ordinary
                                         Shares owned by it, him or her in connection therewith.



 


		2.	The
                                         Sponsor and each Insider hereby agrees that in the event that the Company fails to consummate
                                         a Business Combination within 24 months from the closing of the Public Offering, or such
                                         later period approved by the Company’s shareholders in accordance with the Company’s
                                         amended and restated memorandum and articles of association (as it may be amended from
                                         time to time, the “Charter”), the Sponsor and each Insider
                                         shall take all reasonable steps to cause the Company to (i) cease all operations except
                                         for the purpose of winding up, (ii) as promptly as reasonably possible but not more than
                                         ten (10) business days thereafter, redeem 100% of the Class A Ordinary Shares in the
                                         Public Offering (the “Offering Shares”), at a per-share price,
                                         payable in cash, equal to the aggregate amount then on deposit in the Trust Account (as
                                         defined below), including interest earned on the funds held in the Trust Account (less
                                         taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by
                                         the number of then outstanding Offering Shares, which redemption will completely extinguish
                                         all Public Shareholders’ (as defined below) rights as shareholders (including the
                                         right to receive further liquidating distributions, if any), and (iii) as promptly as
                                         reasonably possible following such redemption, subject to the approval of the Company’s
                                         remaining shareholders and the Company’s board of directors, liquidate and dissolve,
                                         subject in the case of clauses (ii) and (iii) to the Company’s obligations under
                                         Cayman Islands law to provide for claims of creditors and in all cases subject to the
                                         other requirements of applicable law. The Sponsor and each Insider agrees to not propose
                                         any amendment to the Charter (A) to modify the substance or timing of the Company’s
                                         obligation to allow redemption in connection with our initial business combination or
                                         to redeem 100% of the Offering Shares if the Company does not complete a Business Combination
                                         within the required time period set forth in the Charter or (B) with respect to any other
                                         material provisions relating to shareholders’ rights or pre-initial Business Combination
                                         activity, unless the Company provides its Public Shareholders with the opportunity to
                                         redeem their Offering Shares upon approval of any such amendment at a per-share price,
                                         payable in cash, equal to the aggregate amount then on deposit in the Trust Account,
                                         including interest earned on the funds held in the Trust Account and not previously released
                                         to the Company to pay its taxes, divided by the number of then outstanding Offering Shares.



 






     

     


    

 


The
Sponsor and each Insider acknowledges that it, he or she has no right, title, interest or claim of any kind in or to any monies
held in the Trust Account or any other asset of the Company as a result of any liquidation of the Company with respect to the
Founder Shares held by it, him or her. The Sponsor and each Insider hereby further waives, with respect to any Ordinary Shares
held by it, him or her, if any, any redemption rights it, he or she may have in connection with (a) the consummation of a Business
Combination, including, without limitation, any such rights available in the context of a shareholder vote to approve such Business
Combination, or (b) a shareholder vote to approve an amendment to the Charter (A) to modify the substance or timing of the Company’s
obligation to allow redemption in connection with our initial business combination or to redeem 100% of the Offering Shares if
the Company has not consummated a Business Combination within the time period set forth in the Charter or (B) with respect to
any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity or in the context
of a tender offer made by the Company to purchase Offering Shares (although the Sponsor, the Insiders and their respective affiliates
shall be entitled to redemption and liquidation rights with respect to any Offering Shares it or they hold if the Company fails
to consummate a Business Combination within the time period set forth in the Charter).


 


		3.	Notwithstanding
                                         the provisions set forth in paragraphs 7(a) and 7(b), during the period commencing on
                                         the effective date of the Underwriting Agreement and ending 180 days after such date,
                                         the Sponsor and each Insider shall not, without the prior written consent of the Representative,
                                         (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option
                                         to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or
                                         establish or increase a put equivalent position or liquidate or decrease a call equivalent
                                         position within the meaning of Section 16 of the Securities Exchange Act of 1934, as
                                         amended (the “Exchange Act”), and the rules and regulations
                                         of the Commission promulgated thereunder, with respect to Ordinary Shares (including,
                                         but not limited to, Founder Shares) or any securities convertible into, or exercisable,
                                         or exchangeable for, Ordinary Shares owned by it, him or her, (ii) enter into any swap
                                         or other arrangement that transfers to another, in whole or in part, any of the economic
                                         consequences of ownership of Ordinary Shares (including, but not limited to, Founder
                                         Shares) or any securities convertible into, or exercisable, or exchangeable for, Ordinary
                                         Shares owned by it, him or her, whether any such transaction is to be settled by delivery
                                         of such securities, in cash or otherwise, or (iii) publicly announce any intention to
                                         effect any transaction specified in clause (i) or (ii); provided, however, all of the
                                         foregoing does not apply to the forfeiture of any Founder Shares pursuant to their terms
                                         or any transfer of Founder Shares to any current or future independent director of the
                                         company (as long as such current or future independent director transferee is subject
                                         to this Letter Agreement or executes an agreement substantially identical to the terms
                                         of this Letter Agreement, as applicable to directors and officers at the time of such
                                         transfer; and as long as, to the extent any Section 16 reporting obligation is triggered
                                         as a result of such transfer, any related Section 16 filing includes a practical explanation
                                         as to the nature of the transfer). Each of the Insiders and the Sponsor acknowledges
                                         and agrees that, prior to the effective date of any release or waiver, of the restrictions
                                         set forth in this paragraph 3 or paragraph 7 below, the Company may announce the impending
                                         release or waiver by press release through a major news service at least two business
                                         days before the effective date of the release or waiver. The provisions of this paragraph
                                         will not apply to any transfer permitted under paragraph 7(c) hereof or if the release
                                         or waiver is effected solely to permit a transfer not for consideration and the transferee
                                         has agreed in writing to be bound by the same terms described in this Letter Agreement
                                         to the extent and for the duration that such terms remain in effect at the time of the
                                         transfer.



 






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		4.	In
                                         the event of the liquidation of the Trust Account upon the failure of the Company to
                                         consummate its initial Business Combination within the time period set forth in the Charter,
                                         the Sponsor (the “Indemnitor”) agrees to indemnify and hold
                                         harmless the Company against any and all loss, liability, claim, damage and expense whatsoever
                                         (including, but not limited to, any and all legal or other expenses reasonably incurred
                                         in investigating, preparing or defending against any litigation, whether pending or threatened)
                                         to which the Company may become subject as a result of any claim by (i) any third party
                                         for services rendered (other than the independent registered public accounting firm)
                                         or products sold to the Company or (ii) any prospective target business with which the
                                         Company has entered into a written letter of intent, confidentiality or other similar
                                         agreement or Business Combination agreement (a “Target”); provided,
                                         however, that such indemnification of the Company by the Indemnitor (x) shall
                                         apply only to the extent necessary to ensure that such claims by a third party for services
                                         rendered (other than the independent registered public accounting firm) or products sold
                                         to the Company or a Target do not reduce the amount of funds in the Trust Account to
                                         below the lesser of (i) $10.00 per Offering Share and (ii) the actual amount per Offering
                                         Share held in the Trust Account as of the date of the liquidation of the Trust Account,
                                         if less than $10.00 per Offering Share is then held in the Trust Account due to reductions
                                         in the value of the trust assets, less taxes payable, (y) shall not apply to any claims
                                         by a third party or a Target which executed a waiver of any and all rights to the monies
                                         held in the Trust Account (whether or not such waiver is enforceable) and (z) shall not
                                         apply to any claims under the Company’s indemnity of the Underwriters against certain
                                         liabilities, including liabilities under the Securities Act of 1933, as amended. The
                                         Indemnitor shall have the right to defend against any such claim with counsel of its
                                         choice reasonably satisfactory to the Company if, within 15 days following written receipt
                                         of notice of the claim to the Indemnitor, the Indemnitor notifies the Company in writing
                                         that it shall undertake such defense.



 


		5.	To
                                         the extent that the Underwriters do not exercise their over-allotment option to purchase
                                         up to an additional 1,500,000 Class A Ordinary Shares within 45 days from the date of
                                         the Prospectus (and as further described in the Prospectus), the Sponsor agrees to forfeit,
                                         at no cost, a number of Founder Shares equal to 375,000 multiplied by a fraction, (i)
                                         the numerator of which is 1,500,000 minus the number of Class A Ordinary Shares purchased
                                         by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator
                                         of which is 1,500,000. The forfeiture will be adjusted to the extent that the over-allotment
                                         option is not exercised in full by the Underwriters so that the Founder Shares will represent
                                         an aggregate of 20.0% of the Company’s issued and outstanding Class A Ordinary
                                         Shares after the Public Offering (not including the Private Placement Shares (as defined
                                         below)). The Initial Shareholders further agree that to the extent that the size of the
                                         Public Offering is increased or decreased, the Company will purchase or sell Class A
                                         Ordinary Shares or effect a share repurchase or share capitalization, as applicable,
                                         immediately prior to the consummation of the Public Offering in such amount as to maintain
                                         the number of Founder Shares at 20.0% of its issued and outstanding Class A Ordinary
                                         Shares upon the consummation of the Public Offering. In connection with such increase
                                         or decrease in the size of the Public Offering, then (A) the references to 1,500,000
                                         in the numerator and denominator of the formula in the first sentence of this paragraph
                                         shall be changed to a number equal to 15% of the number of Class A Ordinary Shares issued
                                         in the Public Offering and (B) the reference to 375,000 in the formula set forth in the
                                         first sentence of this paragraph shall be adjusted to such number of Founder Shares that
                                         the Sponsor would have to surrender to the Company in order for the number of Founder
                                         Shares to equal an aggregate of 20.0% of the Company’s issued and outstanding Class
                                         A Ordinary Shares after the Public Offering (not including Private Placement Shares).



 






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		6.	The
                                         Sponsor and each Insider hereby agrees and acknowledges that: (i) the Underwriters and
                                         the Company would be irreparably injured in the event of a breach by such Sponsor or
                                         an Insider of its, his or her obligations under paragraphs 1, 2, 3, 4, 5, 7(a), 7(b),
                                         and 9, as applicable, of this Letter Agreement, (ii) monetary damages may not be an adequate
                                         remedy for such breach and (iii) the non-breaching party shall be entitled to injunctive
                                         relief, in addition to any other remedy that such party may have in law or in equity,
                                         in the event of such breach.



 


		7.	(a) The
                                         Sponsor and each Insider agrees that it, he or she shall not Transfer any Founder Shares
                                         (or any Class A Ordinary Shares issuable upon conversion thereof) until the earlier of
                                         (A) one year after the completion of the Company’s initial Business Combination
                                         and (B) subsequent to the Business Combination, (x) if the closing price of the Class
                                         A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock
                                         dividends, reorganizations, recapitalizations and the like) for any 20 trading days within
                                         any 30-trading day period commencing at least 150 days after the Company’s initial
                                         Business Combination or (y) the date on which the Company completes a liquidation, merger,
                                         amalgamation, capital stock exchange, reorganization or other similar transaction that
                                         results in all of the Company’s Public Shareholders having the right to exchange
                                         their shares of Class A Ordinary Shares for cash, securities or other property (the “Founder
                                         Shares Lock-up Period”).



 


(b) The
Sponsor and each Insider agrees that it, he or she shall not Transfer any Private Placement Shares, until 30 days after the completion
of a Business Combination (the “Private Placement Shares Lock-up Period”, together with the Founder
Shares Lock-up Period, the “Lock-up Periods”).


 


(c) Notwithstanding
the provisions set forth in paragraphs 7(a) and (b), Transfers of the Founder Shares, Private Placement Shares and the Class A
Ordinary Shares that are held by the Sponsor, any Insider or any of their permitted transferees (that have complied with this
paragraph 7(c)), are permitted (a) to the Company’s officers or directors, any affiliate or family member of any of the
Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor,
or any employees of such affiliates; (b) in the case of an individual, by gift to a member of such individual’s immediate
family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual
or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of
such individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers
made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of an initial
Business Combination at prices no greater than the price at which the securities were originally purchased; (f) in the event of
the Company’s liquidation prior to the completion of an initial Business Combination; (g) by virtue of the laws of the Cayman
Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; or (h) in the event of the
Company’s liquidation, merger, capital stock exchange or other similar transaction which results in all of the Company’s
shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property subsequent to the
Company’s completion of an initial Business Combination; provided, however, that in the case of clauses (a)
through (e) or (g), these permitted transferees must enter into a written agreement with the Company agreeing to be bound by the
transfer restrictions herein and the other restrictions contained in this Agreement (including provisions relating to voting,
the Trust Account and liquidating distributions).


 


		8.	The
                                         Sponsor and each Insider represents and warrants that it, he or she has never been suspended
                                         or expelled from membership in any securities or commodities exchange or association
                                         or had a securities or commodities license or registration denied, suspended or revoked.
                                         Each Insider’s biographical information furnished to the Company (including any
                                         such information included in the Prospectus) is true and accurate in all respects and
                                         does not omit any material information with respect to the Insider’s background.
                                         The Sponsor and each Insider’s questionnaire furnished to the Company is true and
                                         accurate in all respects. The Sponsor and each Insider represents and warrants that:
                                         it, he or she is not subject to or a respondent in any legal action for, any injunction,
                                         cease-and-desist order or order or stipulation to desist or refrain from any act or practice
                                         relating to the offering of securities in any jurisdiction; it, he or she has never been
                                         convicted of, or pleaded guilty to, any crime (i) involving fraud, (ii) relating to any
                                         financial transaction or handling of funds of another person, or (iii) pertaining to
                                         any dealings in any securities and it, he or she is not currently a defendant in any
                                         such criminal proceeding.



 






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		9.	Except
                                         as disclosed in the Prospectus, neither the Sponsor nor any officer, nor any affiliate
                                         of the Sponsor or any officer, nor any director of the Company, shall receive from the
                                         Company any finder’s fee, reimbursement, consulting fee, non-cash payments, monies
                                         in respect of any repayment of a loan or other compensation prior to, or in connection
                                         with any services rendered in order to effectuate, the consummation of the Company’s
                                         initial Business Combination (regardless of the type of transaction that it is), other
                                         than the following, none of which will be made from the proceeds held in the Trust Account
                                         prior to the completion of the initial Business Combination: repayment of a loan and
                                         advances up to an aggregate of $300,000 made to the Company by the Sponsor; payment to
                                         the Sponsor for certain office space, utilities, secretarial and administrative support
                                         as may be reasonably required by the Company for a total of $10,000 per month; payment
                                         of customary fees to members of the board of directors of the Company for director service;
                                         reimbursement for any reasonable out-of-pocket expenses related to identifying, investigating,
                                         negotiating and completing an initial Business Combination, and repayment of loans, if
                                         any, and on such terms as to be determined by the Company from time to time, made by
                                         the Sponsor or an affiliate of the Sponsor or any of the Company’s officers or
                                         directors to finance transaction costs in connection with an intended initial Business
                                         Combination, provided, that, if the Company does not consummate an initial Business Combination,
                                         a portion of the working capital held outside the Trust Account may be used by the Company
                                         to repay such loaned amounts so long as no proceeds from the Trust Account are used for
                                         such repayment. Up to $1,500,000 of such loans may be convertible into Class A Ordinary
                                         Shares at a price of $10.00 per share at the option of the lender. Such Class A Ordinary
                                         Shares would be identical to the Private Placement Shares, including as to exercise price,
                                         exercisability and exercise period.



 


		10.	The
                                         Sponsor and each Insider has full right and power, without violating any agreement to
                                         which it is bound (including, without limitation, any non-competition or non-solicitation
                                         agreement with any employer or former employer), to enter into this Letter Agreement
                                         and, as applicable, to serve as an officer and/or director on the board of directors
                                         of the Company and hereby consents to being named in the Prospectus as an officer and/or
                                         director of the Company.



 


		11.	As
                                         used herein, (i) “Business Combination” shall mean a merger,
                                         capital stock exchange, asset acquisition, stock purchase, reorganization or similar
                                         business combination, involving the Company and one or more businesses; (ii) “Ordinary
                                         Shares” shall mean the Class A Ordinary Shares and Class B ordinary shares,
                                         par value $0.0001 per share (the “Class B Ordinary Shares”);
                                         (iii) “Founder Shares” shall mean the 2,875,000 Class B Ordinary
                                         Shares issued and outstanding (up to 375,000 of which are subject to complete or partial
                                         forfeiture if the over-allotment option is not exercised by the Underwriters); (iv) “Initial
                                         Shareholders” shall mean the Sponsor and any Insider that holds Founder
                                         Shares; (v) “Private Placement Shares” shall mean the 400,000
                                         shares (or 430,000 shares if the over-allotment option is exercised in full) that the
                                         Sponsor has agreed to purchase for an aggregate purchase price of $4,000,000 (or $4,300,000
                                         if the over-allotment option is exercised in full), or $10.00 per share, in a private
                                         placement that shall occur simultaneously with the consummation of the Public Offering;
                                         (vi) “Shares” shall mean the Private Placement Shares and public
                                         shares; (vii) “Public Shareholders” shall mean the holders
                                         of securities issued in the Public Offering; (viii) “Trust Account”
                                         shall mean the trust fund into which a portion of the net proceeds of the Public Offering
                                         and the sale of the Private Placement Shares shall be deposited; and (ix) “Transfer”
                                         shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate,
                                         pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose
                                         of, directly or indirectly, or establishment or increase of a put equivalent position
                                         or liquidation with respect to or decrease of a call equivalent position within the meaning
                                         of Section 16 of the Exchange Act, and the rules and regulations of the Commission promulgated
                                         thereunder with respect to, any security, (b) entry into any swap or other arrangement
                                         that transfers to another, in whole or in part, any of the economic consequences of ownership
                                         of any security, whether any such transaction is to be settled by delivery of such securities,
                                         in cash or otherwise, or (c) public announcement of any intention to effect any transaction
                                         specified in clause (a) or (b).



 






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		12.	The
                                         Company will maintain an insurance policy or policies providing directors’ and
                                         officers’ liability insurance, and each Director shall be covered by such policy
                                         or policies, in accordance with its or their terms, to the maximum extent of the coverage
                                         available for any of the Company’s directors or officers.



 


		13.	This
                                         Letter Agreement constitutes the entire agreement and understanding of the parties hereto
                                         in respect of the subject matter hereof and supersedes all prior understandings, agreements,
                                         or representations by or among the parties hereto, written or oral, to the extent they
                                         relate in any way to the subject matter hereof or the transactions contemplated hereby.
                                         This Letter Agreement may not be changed, amended, modified or waived (other than to
                                         correct a typographical error) as to any particular provision, except by a written instrument
                                         executed by all parties hereto.



 


		14.	No
                                         party hereto may assign either this Letter Agreement or any of its rights, interests,
                                         or obligations hereunder without the prior written consent of the other parties. Any
                                         purported assignment in violation of this paragraph shall be void and ineffectual and
                                         shall not operate to transfer or assign any interest or title to the purported assignee.
                                         This Letter Agreement shall be binding on the Sponsor and each Insider and their respective
                                         successors, heirs and assigns and permitted transferees.



 


		15.	Nothing
                                         in this Letter Agreement shall be construed to confer upon, or give to, any person or
                                         corporation other than the parties hereto any right, remedy or claim under or by reason
                                         of this Letter Agreement or of any covenant, condition, stipulation, promise or agreement
                                         hereof. All covenants, conditions, stipulations, promises and agreements contained in
                                         this Letter Agreement shall be for the sole and exclusive benefit of the parties hereto
                                         and their successors, heirs, personal representatives and assigns and permitted transferees.



 


		16.	This
                                         Letter Agreement may be executed in any number of original or facsimile counterparts
                                         and each of such counterparts shall for all purposes be deemed to be an original, and
                                         all such counterparts shall together constitute but one and the same instrument.



 


		17.	This
                                         Letter Agreement shall be deemed severable, and the invalidity or unenforceability of
                                         any term or provision hereof shall not affect the validity or enforceability of this
                                         Letter Agreement or of any other term or provision hereof. Furthermore, in lieu of any
                                         such invalid or unenforceable term or provision, the parties hereto intend that there
                                         shall be added as a part of this Letter Agreement a provision as similar in terms to
                                         such invalid or unenforceable provision as may be possible and be valid and enforceable.



 


		18.	This
                                         Letter Agreement shall be governed by and construed and enforced in accordance with the
                                         laws of the State of New York. The parties hereto (i) all agree that any action, proceeding,
                                         claim or dispute arising out of, or relating in any way to, this Letter Agreement shall
                                         be brought and enforced in the courts of New York City, in the State of New York, and
                                         irrevocably submit to such jurisdiction and venue, which jurisdiction and venue shall
                                         be exclusive and (ii) waive any objection to such exclusive jurisdiction and venue or
                                         that such courts represent an inconvenient forum.



 


		19.	Any
                                         notice, consent or request to be given in connection with any of the terms or provisions
                                         of this Letter Agreement shall be in writing and shall be sent by express mail or similar
                                         private courier service, by certified mail (return receipt requested), by hand delivery
                                         or facsimile transmission.



 


		20.	This
                                         Letter Agreement shall terminate on the earlier of (i) the expiration of the Lock-up
                                         Periods or (ii) the liquidation of the Company; provided, however, that this Letter Agreement
                                         shall earlier terminate in the event that the Public Offering is not consummated and
                                         closed by December 31, 2020; provided further that paragraph 4 of this Letter Agreement
                                         shall survive such liquidation.



 


[Signature
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	 	Sincerely,
	 	 
	 

        
	HELIX
    HOLDINGS LLC 
	 	 
	 	By:	/s/
    Bihua Chen
	 	 	Name: Bihua
    Chen
	 	 	Title:
     Managing Member
	 	 	 
	 	BIHUA
    CHEN, in their individual capacity 
	 	 	 
	 	By:	/s/
    Bihua Chen
	 	 	 
	 	JAY
    SCOLLINS, in their individual capacity 
	 	 	 
	 	By:	/s/
    Jay Scollins
	 	 	 
	 	WILL
    LEWIS, in their individual capacity 
	 	 	 
	 	By:	/s/
    Will Lewis
	 	 	 
	 	NANCY
    CHANG, in their individual capacity 
	 	 	 
	 	By:	/s/
    Nancy Chang
	 	 	 
	 	JOHN
    SCHMID, in their individual capacity 
	 	 	 
	 	By:	/s/
    John Schmid


 


	Acknowledged
    and Agreed:	 
	 	 
	HELIX
    ACQUISITION CORP.	 
	 	 	 
	By:	/s/
    Bihua Chen	 
	 	Name:
    Bihua Chen	 
	 	Title:
      Chief Executive Officer	 


 





[Signature Page to Letter Agreement]