Exhibit
10.22.3


 


THIRD
AMENDMENT TO LEASE


 


THIS
THIRD AMENDMENT TO LEASE (this “Third Amendment”) is made as of April 21, 2017, by and between ARE-NC REGION
NO. 5, LLC, a Delaware limited liability company (“Landlord”), and HUMACYTE, INC., a Delaware corporation
(“Tenant”).


 


RECITALS


 


A. Landlord
and Tenant are parties to that certain Lease Agreement dated as of December 31, 2015, as amended by that certain letter agreement
dated January 29, 2016, and as further amended by that certain First Amendment to Lease dated as of September 30, 2016, and as
further amended by that certain Second Amendment to Lease dated as of February 8, 2017 (the “Second Amendment”)
(as amended, the “Lease”). Pursuant to the Lease, Tenant leases certain premises consisting of approximately
70,525 rentable square feet (the “Existing Premises”) on the first and second floors of that certain building
located at 2525 E. NC Highway 54, Durham, North Carolina. The Existing Premises are more particularly described in the Lease.
Capitalized terms used herein without definition shall have the meanings defined for such terms in the Lease.


 


B. Pursuant
to the terms of the Second Amendment, the Second Expansion Premises Commencement Date is scheduled to occur on June 1, 2017.


 


C. Landlord
and Tenant desire, subject to the terms and conditions set forth below, to amend the Lease to accelerate the Second Expansion
Premises Commencement Date to May 1, 2017.


 


NOW,
THEREFORE, in consideration of the foregoing Recitals, which are incorporated herein by this reference, the mutual promises
and conditions contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Landlord and Tenant hereby agree as follows:


 


		1.	Second
                                         Expansion Premises. Notwithstanding anything to the contrary contained in the
                                         Second Amendment, (i) the Second Expansion Premises Commencement Date shall occur on
                                         May 1, 2017, and (ii) although the Second Expansion Premises Rent Commencement Date shall
                                         remain June 1, 2018, Tenant shall be required to pay, on or before May 1, 2017, Base
                                         Rent for the Second Expansion Premises for the period commencing May 1, 2017, through
                                         May 31, 2017, in the amount of $22,442.00. Landlord shall deliver the Second Expansion
                                         Premises to Tenant on May 1, 2017, in vacant, broom clean condition as required under
                                         the Second Amendment.



 


		2.	OFAC.
                                         Tenant is and, to Tenant’s knowledge, all beneficial owners of Tenant are currently
                                         (a) in compliance with and shall at all times during the Term of the Lease remain in
                                         compliance with the regulations of the Office of Foreign Assets Control (“OFAC”)
                                         of the U.S. Department of Treasury and any statute, executive order, or regulation relating
                                         thereto (collectively, the “OFAC Rules”), (b) not listed on, and shall
                                         not during the term of the Lease be listed on, the Specially Designated Nationals and
                                         Blocked Persons List, Foreign Sanctions Evaders List, or the Sectoral Sanctions Identification
                                         List, which are all maintained by OFAC and/or on any other similar list maintained by
                                         OFAC or other governmental authority pursuant to any authorizing statute, executive order,
                                         or regulation, and (c) not a person or entity with whom a U.S. person is prohibited from
                                         conducting business under the OFAC Rules.



 


		3.	Brokers.
                                         Landlord and Tenant each represents and warrants that it has not dealt with any broker,
                                         agent or other person (collectively, “Broker”) in connection with
                                         the transaction reflected in this Third Amendment and that no Broker brought about this
                                         transaction. Landlord and Tenant each hereby agrees to indemnify and hold the other harmless
                                         from and against any claims by any Broker claiming a commission or other form of compensation
                                         by virtue of having dealt with Tenant or Landlord, as applicable, with regard to this
                                         Third Amendment.



 






     


     


    

 


		4.	Miscellaneous.



 


a.
This Third Amendment is the entire agreement between the parties with respect to the subject matter hereof and supersedes
all prior and contemporaneous oral and written agreements and discussions. This Third Amendment may be amended only by an agreement
in writing, signed by the parties hereto.


 


b.
This Third Amendment is binding upon and shall inure to the benefit of the parties hereto, and their respective successors
and assigns.


 


c. This Third Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of
which when taken together shall constitute one and the same instrument. The signature page of any counterpart may be detached
therefrom without impairing the legal effect of the signature(s) thereon provided such signature page is attached to any other
counterpart identical thereto except having additional signature pages executed by other parties to this Third Amendment attached
thereto.


 


d.
Except as amended by this Third Amendment, the Lease is hereby ratified and confirmed and all other terms of the Lease shall
remain in full force and effect, unaltered and unchanged by this Third Amendment. In the event of any conflict between the provisions
of this Third Amendment and the provisions of the Lease, the provisions of this Third Amendment shall prevail. Whether or not
specifically amended by this Third Amendment, all of the terms and provisions of the Lease are hereby amended to the extent necessary
to give effect to the purpose and intent of this Third Amendment.


 


[Signatures
are on the next page]


 






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IN
WITNESS WHEREOF, the parties hereto have executed this Third Amendment as of the day and year first above written.


 


	 	TENANT:
	 	 	 
	 	HUMACYTE, INC.,
	 	a Delaware corporation
	 	 	 
	 	By:	/s/
Paul A. Boyer
	 	Its:	CFO
	 	 	 
	 	LANDLORD:
	 	 
	 	ARE-NC REGION NO. 5, LLC,
	 	a Delaware limited liability company
	 	 	 
	 	By:	ALEXANDRIA REAL
    ESTATE EQUITIES, L.P.,
	 	 	a Delaware limited
    partnership, managing member



 

	 	By:	ARE-QRS
    CORP.,
	 	 	a Maryland corporation,



 

	 	By:	/s/
    Gary Dean
	 	Its:	Senior Vice President,
    RE Legal Affairs



 


 


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