FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENT

Exhibit 2.1

FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENT

This First Amendment to Business Combination Agreement (this “First Amendment”) is made and entered into as of May 15, 2023, by and among (i) Healthwell Acquisition Corp. I, a Delaware corporation (together with its successors, the “Purchaser”), (ii) Healthwell Acquisition Corp. I Sponsor LLC, a Delaware limited liability company, in the capacity as the Purchaser Representative under the Business Combination Agreement (as defined below) (the “Purchaser Representative”), (iii) HWEL Holdings Corp., a Delaware corporation, and a wholly owned subsidiary of Purchaser (“Pubco”), (iv) HWEL Merger Sub Corp., a Delaware corporation and a wholly-owned subsidiary of Pubco (“Purchaser Merger Sub”), (v) 1412384 B.C. Unlimited Liability Company, a British Columbia unlimited liability company and a direct, wholly-owned subsidiary of Pubco (“CallCo”), (vi) 1412388 B.C. Ltd, a British Columbia corporation and a direct, wholly-owned subsidiary of CallCo (“ExchangeCo”), (vii) Starton Therapeutics, Inc., a British Columbia corporation (the “Company”), and (viii) Kiriakos Xxxxxxx Xxxxxxxxxx, an individual, in the capacity as the Seller Representative under the Business Combination Agreement (the “Seller Representative”). Purchaser, Purchaser Representative, Pubco, Purchaser Merger Sub, CallCo, ExchangeCo, the Company, and the Seller Representative are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Original Agreement.

RECITALS:

A.  The Parties are parties to that certain Business Combination Agreement made and entered into as of April 27, 2023 (the “Original Agreement”).

B.  The Parties desire to amend the Original Agreement (as amended from time to time, including by this First Amendment, the “Business Combination Agreement”) on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises set forth above, and the other provisions contained in this First Amendment, and intending to be legally bound hereby, the Parties hereto agree as follows:

1.  Amendment to the Business Combination Agreement.

(a)  Section 9.1 of the Original Agreement is hereby amended by adding the following as a new Section 9.1(o):

(o)  Voting Control. Immediately after the Closing, and after giving effect to the Redemption, the Starton Shareholders shall own a number of voting shares of Pubco representing, in the aggregate, no less than 51% of the total voting power of all issued and outstanding shares of Pubco.

2.  Miscellaneous. Except as expressly provided in this First Amendment, all of the terms and provisions in the Original Agreement are and shall remain unchanged and in full force and effect, on the terms and subject to the conditions set forth therein. This First Amendment does not constitute, directly or by implication, an amendment or waiver of any provision of the Original Agreement, or any other right, remedy, power or privilege of any party, except as expressly set forth herein. Any reference to the Business Combination Agreement in the Business Combination Agreement or any other agreement, document, instrument or certificate entered into or issued in connection therewith shall hereinafter mean the Original Agreement, as amended by this First Amendment (or as the Business Combination Agreement may be further amended or modified after the date hereof in accordance with the terms thereof). The Original Agreement, as amended by this First Amendment, together with the documents or instruments attached hereto or thereto or referenced herein or therein, constitutes the entire agreement between the parties with respect to the subject matter of the Business Combination Agreement, and supersedes all prior agreements and understandings, both oral and written, between the Parties with respect to its subject matter. If any provision of the Original Agreement is materially different from or inconsistent with any provision of this First Amendment, the provision of this First Amendment shall control, and the provision of the Original Agreement shall, to the extent of such difference or inconsistency, be disregarded. This First Amendment shall be interpreted, construed, governed and enforced in a manner consistent with the Original Agreement, and, without limiting the foregoing, Sections 12.1 through 12.11 and Sections 12.13 and 12.14 of the Original Agreement are hereby incorporated herein by reference as if fully set forth herein, and such provisions apply to this First Amendment as if all references to the “Agreement” contained therein were instead references to this First Amendment.

{Remainder of page intentionally left blank; signature page follows}

IN WITNESS WHEREOF, each Party hereto has caused this First Amendment to be signed and delivered as of the date first written above.

	Purchaser:
	HEALTHWELL ACQUISITION CORP. I
	By:	/s/ Xxxxxx Xxxx
		Name:	Xxxxxx X. Xxxx
		Title:	Chief Executive Officer
	Purchaser Representative:
	HEALTHWELL ACQUISITION CORP. I SPONSOR LLC, solely in its capacity as the Purchaser Representative under the Business Combination Agreement
	By:	/s/ Xxxxxx Xxxx
		Name:	Xxxxxx X. Xxxx
		Title:	Manager
	By:	/s/ Xxxx XxxXxxxxx
		Name:	Xxxx X. XxxXxxxxx
		Title:	Manager
	Pubco:
	HWEL HOLDINGS CORP.
	By:	/s/ Xxxxxx Xxxx
		Name:	Xxxxxx X. Xxxx
		Title:	President and Secretary
	Purchaser Merger Sub:
	HWEL MERGER SUB CORP.
	By:	/s/ Xxxxxx Xxxx
		Name:	Xxxxxx X. Xxxx
		Title:	President and Secretary
	CallCo:
	1412384 B.C. Unlimited Liability Company
	By:	/s/ Xxxxxx Xxxx
		Name:	Xxxxxx X. Xxxx
		Title:	Director
	ExchangeCo:
	1412388 B.C. Ltd
	By:	/s/ Xxxxxx Xxxx
		Name:	Xxxxxx X. Xxxx
		Title:	Director

[Signature Page to First Amendment to Business Combination Agreement]

	The Company:
	STARTON THERAPEUTICS, INC.
	By:	/s/ Xxxxx Xxxxxxxxxx
		Name:	Xxxxx Xxxxxxxxxx
		Title:	Chairman and CEO
	Seller Representative:
	Xxxxxxxx Xxxxxxx Xxxxxxxxxx, an individual, solely in his capacity as the Seller Representative under the Business Combination Agreement
	By:	/s/ Kiriakos Xxxxxxx Xxxxxxxxxx
		Name:	Xxxxxxxx Xxxxxxx Xxxxxxxxxx
		Title:	Seller Representative

[Signature Page to First Amendment to Business Combination Agreement]