Exhibit
10.19.3


 





 


INCENTIVE
STOCK OPTION AGREEMENT


 


Under
the


HUMACYTE,
INC.


2015
OMNIBUS INCENTIVE PLAN


 


THIS
INCENTIVE STOCK OPTION AGREEMENT (this “Agreement”) is made as of the ___ day of ________, 201__ (the “Grant
Date”), by and between Humacyte, Inc. (the “Company”) and _______________ (the “Participant”).


 


WHEREAS,
the Committee granted Participant an option to purchase shares of the Company’s common stock pursuant to the Humacyte, Inc.
2015 Omnibus Incentive Plan (the “Plan”); and


 


WHEREAS,
this Agreement evidences the grant of such option.


 


NOW,
THEREFORE, in consideration of the foregoing, of the mutual promises set forth below and of other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:


 


		1.	Grant
                                         of Option. The Committee granted Participant an option to purchase from the Company,
                                         during the period specified in Sections 3 and 4 of this Agreement, a total of   (
                                         ) shares of Stock, at the purchase price of $ per share (the “Purchase Price”),
                                         in accordance with the terms and conditions stated in this Agreement. The shares of Stock
                                         subject to the option granted hereby are referred to below as the “Shares,”
                                         and the option to purchase such Shares is referred to below as the “Option.”



 


		2.	Definitions;
                                         Authority of Committee.



 


		(a)	All
                                         capitalized terms used in this Agreement shall have the meanings set out in the Plan
                                         unless otherwise specified in this Agreement.



 


		(b)	“Cause”
                                         shall mean that Participant’s service, as an employee or otherwise, with the Company
                                         or any surviving entity following a Corporate Transaction shall have terminated principally
                                         because (i) of Participant’s breach of any employment, noncompetition or other
                                         agreement with such entity; (ii) Participant commits any act of dishonesty toward such
                                         entity, theft of corporate property or unethical business conduct, or is convicted of
                                         any misdemeanor or felony involving dishonest, immoral or unethical conduct; or (iii)
                                         Participant commits any act of insubordination, fails to comply with any instructions
                                         of such entity’s president or board of directors, or (iv) participant commits any
                                         act or omission which such entity’s board of directors determines, in good faith,
                                         may materially adversely affect such entity’s business or operations, unless Participant
                                         cures such action or omission within five (5) days after notice from such entity.



 






     


     


    

 


		(c)	“Committee”
                                         shall mean the Administrator.



 


		(d)	“Disability”
                                         shall mean any illness or other physical or mental condition of a Participant that renders
                                         the Participant incapable of performing his customary and usual duties for the Company,
                                         or any medically determinable illness or other physical or mental condition resulting
                                         from a bodily injury, disease or mental disorder that will continue for at least 180
                                         days as stated in the reasonable opinion of a qualified doctor approved by the Participant
                                         and the Committee. If the Participant refuses to submit to the examination by, or participate
                                         in the selection of, a physician, or if the Participant and the Committee are unable
                                         to agree on the selection of a physician, then the determination of whether there is
                                         a Disability will be made by the Committee acting in good faith. Notwithstanding the
                                         above, with respect to an Incentive Stock Option, Disability shall mean Permanent and
                                         Total Disability as defined in Section 22(e)(3) of the Code.



 


		(e)	An
                                         “Involuntary Termination” is any Termination of Service of Participant:



 


		(i)	by
                                         the Company or any surviving entity in a Corporate Transaction for any reason other than
                                         for Cause; or



 


		(ii)	voluntarily
                                         by Participant following the assignment to Participant by the Company or any surviving
                                         entity in a Corporate Transaction of any duties that are significantly incompatible with,
                                         and detract from, Participant’s position, duties, titles, responsibilities or status
                                         with the Company or any surviving entity in a Corporate Transaction.



 


		(f)	All
                                         determinations made by the Committee with respect to the interpretation, construction
                                         and application of any provision of this Agreement shall be final, conclusive and binding
                                         on the parties.



 


		3.	Vesting
                                         and Exercise of Option. The Option shall vest and become exercisable as follows from
                                         and after ___________:



 


		(i)	On
                                         ________, a total of one-third (1/3) of the Shares shall vest;



 


		(ii)	On
                                         ________, an additional one-third (1/3) of the Shares shall vest; and



 


		(iii)	On
                                         ________, an additional one-third (1/3) of the Shares shall vest, such that full vesting
                                         is achieved as of  .



 


The
Option may be exercised at any time and from time to time to purchase up to the number of Shares as to which it is then vested
and exercisable.


 


If
the surviving entity in a Corporate Transaction assumes or replaces the Option and if there is an Involuntary Termination of Participant’s
employment within the period that commences thirty (30) days prior to the effective date of such Corporate Transaction and that
ends twelve (12) months following the effective date of such Corporate Transaction, the Option shall vest and become exercisable,
to the extent not already vested and exercisable, on the date of such Involuntary Termination.


 






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		4.	Termination
                                         of Option. The Option shall remain exercisable as specified in Section 3 above until
                                         the earliest to occur of the dates specified below, upon which date the Option shall
                                         terminate:



 


		(a)	the
                                         date all of the Shares are purchased pursuant to the terms of this Agreement;



 


		(b)	upon
                                         the expiration of three (3) months following Participant’s Termination of Service
                                         for any reason other than Cause, death or Disability;



 


		(c)	immediately
                                         upon the Termination of Service of Participant by the Company for Cause;



 


		(d)	upon
                                         the expiration of one (1) year following Participant’s Termination of Service as
                                         a result of death or Disability;



 


		(e)	upon
                                         the expiration of one (1) year following the date of Participant’s death, if death
                                         shall have occurred following Participant’s Termination of Service and while the
                                         Option was still exercisable;



 


		(f)	at
                                         5:00 P.M., Eastern Time, on the thirtieth (30th) day following the date that the Company
                                         files articles of dissolution with the state in which the Company is incorporated or
                                         is otherwise dissolved under applicable law;



 


		(g)	at
                                         5:00 P.M., Eastern Time, on the date the Option is cancelled in connection with a Corporate
                                         Transaction pursuant to the Plan; or



 


		(h)	the
                                         ten-year anniversary of the Grant Date at 5:00 P.M., Eastern Time.



 


Upon
its termination, the Option shall have no further force or effect and Participant shall have no further rights under the Option
or to any Shares that have not been purchased pursuant to prior exercise of the Option.


 


		5.	Manner
                                         of Exercise of Option.



 


		(a)	The
                                         Option may be exercised only by (i) Participant’s completion, execution and delivery
                                         to the Company of a notice of exercise and, if required by the Company, an “investment
                                         letter” as supplied by the Company confirming Participant’s representations
                                         and warranties in Section 20 of this Agreement, including the representation that Participant
                                         is acquiring the Shares for investment only and not with a view to the resale or other
                                         distribution thereof, and (ii) the payment to the Company, pursuant to the terms of this
                                         Agreement, of an amount equal to the Purchase Price multiplied by the number of Shares
                                         being purchased as specified in Participant’s notice of exercise. Participant’s
                                         right to exercise the Option shall be conditioned upon and subject to satisfaction, in
                                         a manner acceptable to the Company, of any withholding liability under any state or federal
                                         law arising in connection with exercise of the Option. Participant must provide notice
                                         of exercise of the Option with respect to no fewer than 100 Shares (or any lesser number
                                         of Shares with respect to which the Option is then vested and exercisable). Participant’s
                                         notice of exercise shall be given in the manner specified in Section 16 but any exercise
                                         of the Option shall be effective only when the items required by the preceding sentence
                                         are actually received by the Company. The notice of exercise and the “investment
                                         letter” may be in the form set forth in Exhibit A attached to this Agreement. Notwithstanding
                                         anything to the contrary in this Agreement, the Option may be exercised only if compliance
                                         with all applicable federal and state securities laws can be effected.



 






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Payment
of the aggregate Purchase Price may be made in cash or by check payable to the order of the Company for an amount in U.S. dollars
equal to the aggregate Purchase Price of such Shares. Payment may also be made by delivery of Shares held by the Participant for
the requisite period necessary to avoid a charge to the Company’s earnings for financial reporting purposes, as determined
by the Committee in its discretion, and having an aggregate Fair Market Value equal to the amount of cash that would otherwise
be required to pay the aggregate Purchase Price. After the Company has consummated an initial public offering, payment may also
be made by authorizing a third party to sell a portion of the Shares acquired upon exercise of the Option and remit to the Company
a sufficient portion of the sales proceeds to pay the aggregate Purchase Price, pursuant to the procedures established by the
Committee for this purpose. Payment may also be made by combining the above methods. To the extent that shares are used in making
full or partial payment of the Purchase Price, each such share will be valued at the Fair Market Value thereof as of the date
of exercise. Any overpayment will be promptly refunded, and any underpayment will be deemed an exercise of such lesser whole number
of Shares as the amount paid is sufficient to purchase.


 


		(b)	Except
                                         as otherwise provided in the Plan, upon any exercise of the Option by Participant or
                                         as soon thereafter as is practicable, the Company shall issue and deliver to Participant
                                         a certificate or certificates evidencing such number of Shares as Participant has then
                                         elected to purchase. Such certificate or certificates shall be registered in the name
                                         of Participant and shall bear such legends as the Company deems appropriate.



 


		6.	Default
                                         Treatment.



 


		(a)	The
                                         Option shall be construed so that it is in compliance with the requirements of Code section
                                         422. If for any reason the Option does not meet the requirements of Code section 422,
                                         then the Option or any portion of the Option, as necessary, shall be deemed a nonqualified
                                         stock option granted under the Plan.



 


		(b)	If
                                         the aggregate Fair Market Value, determined on the date of grant, of the stock to which
                                         this Option and any other incentive stock options are exercisable for the first time
                                         by the Participant during any calendar year under the Plan or any other stock option
                                         plan of the Company exceeds $100,000, the Option shall be deemed a nonqualified stock
                                         option granted under the Plan to the extent of such excess.



 






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		7.	Restrictions
                                         on Transfer.



 


		(a)	Except
                                         as otherwise provided in subsections (b) and (c) below and in Sections 8, 9, and 13 of
                                         this Agreement, neither the Option nor any Shares may be sold, exchanged, delivered,
                                         assigned, bequeathed or gifted, pledged, mortgaged, hypothecated or otherwise encumbered,
                                         transferred or permitted to be transferred, or otherwise disposed of, whether voluntarily,
                                         involuntarily or by operation of law (including, without limitation, the laws of bankruptcy,
                                         intestacy, descent and distribution or succession) or on an absolute or contingent basis.
                                         For this purpose, any reference to Participant shall (when applicable) be deemed to be
                                         and include references to Participant’s estate, executors or administrators, personal
                                         or legal representatives and transferees (direct or indirect). The restrictions specified
                                         in this subsection (a) with respect to the Shares (but not the Option) shall terminate
                                         upon consummation of an initial public offering.



 


		(b)	The
                                         Participant shall be entitled to transfer all or any portion of the Shares then held
                                         of record by the Participant, by gift, to his or her immediate family or to a trust which
                                         has as its only beneficiaries those individuals that include Participant and members
                                         of Participant’s immediate family, or to a partnership or similar entity which
                                         has as its only partners or members those individuals that include Participant and members
                                         of Participant’s immediate family. For this purpose, Participant’s “immediate
                                         family” is Participant’s spouse, children and/or grandchildren. In the event
                                         of the Participant’s death, the Option and/or any Shares then held of record by
                                         the Participant may be transferred to any executor, administrator, personal or legal
                                         representative, legatee, heir or distributee of the estate of the Participant. The Participant
                                         shall be entitled to sell, without compliance with Section 8 below, any Shares then held
                                         of record by the Participant as a result of purchase under this Agreement, to any other
                                         holder of Shares. However, any such transfer shall be effective only if, as a condition
                                         precedent to such transfer, each and every prospective transferee shall provide or cause
                                         to be provided to the Company, at its request, sufficient evidence of the legal right
                                         and authority of such prospective transferee to have the Option and/or any of such Shares
                                         so transferred.



 


		(c)	Shares
                                         acquired pursuant to exercise of the Option may be transferred pursuant to a Corporate
                                         Transaction.



 


		(d)	The
                                         Company may impose stop-transfer instructions with respect to any shares (or other securities)
                                         subject to any restriction set forth in this Agreement until the restriction has been
                                         satisfied or terminates.



 


		(e)	The
                                         Participant agrees that the Participant will not distribute or resell any Shares (or
                                         other securities) issuable upon exercise of the Option granted hereby in violation of
                                         the Securities Act of 1933, as amended, that the Participant will indemnify and hold
                                         the Company harmless against all liability for any such violation, and that upon request
                                         the Participant (i) will furnish a letter agreement in connection with any exercise of
                                         this Option containing any representations and/or undertakings which the Company shall
                                         request and (ii) will accept a certificate representing Shares bearing any legend restricting
                                         transferability as the Company shall request to ensure compliance with securities laws.
                                         The Shares shall not be transferable except in compliance with the conditions indicated
                                         in the legend.



 






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		8.	Right
                                         of First Refusal.



 


		(a)	In
                                         the event that the Participant shall receive a Bona Fide Offer (as defined in Section
                                         8(b) hereof) to purchase some or all of the Shares then held of record by the Participant,
                                         and in the further event that the Participant desires to accept such Bona Fide Offer,
                                         the Participant shall give written notice to the Company containing the information required
                                         by Section 8(d) and offering to sell such Shares to the Company upon the same terms and
                                         conditions as are contained in the Bona Fide Offer or upon such other terms to which
                                         the Participant consents. The Company shall then have such rights and privileges, for
                                         the prescribed time periods, as are set forth in Section 8(d) hereof.



 


		(b)	The
                                         term “Bona Fide Offer” as used in this Agreement means an offer in writing,
                                         signed by an offeror or offerors (who must be a person or persons financially capable
                                         of carrying out the terms of such Bona Fide Offer) not affiliated in any manner with,
                                         or related to, the Participant, in a form legally enforceable, upon its acceptance, against
                                         such nonaffiliated and unrelated offeror or offerors.



 


		(c)	The
                                         notice from the Participant to the Company with respect to a Bona Fide Offer under Section
                                         8(a) shall contain a true and complete copy of the Bona Fide Offer, setting forth the
                                         price and all of the terms and conditions, with the name(s), address(es) and business(es)
                                         or other occupation(s) of the nonaffiliated and unrelated offeror or offerors. Any notice
                                         that does not contain all such information shall not be considered effective under Section
                                         8(a).



 


		(d)	For
                                         a period of sixty (60) days from its receipt of the Participant’s notice under
                                         Section 8(a) the Company shall have the right, at its sole option, to purchase the Shares
                                         so offered. The Company may exercise such right of the Company by giving written notice
                                         of such exercise to the Participant within such sixty (60) day period. Such notice from
                                         the Company shall specify the time and date on which settlement in connection with the
                                         exercise of such right is to be made. The date specified shall not be later than ninety
                                         (90) days from the date such notice is given by the Company. Settlement shall be held
                                         on the purchase of Shares under this Section 8 at the principal executive offices of
                                         the Company or at such other place as the Company shall notify the Participant. At settlement,
                                         the Participant shall deliver to the Company the materials required pursuant to Section
                                         9 hereof and, simultaneously therewith, the Company shall deliver to the Participant
                                         the purchase price for such Shares in the amount, manner and form provided for in the
                                         Bona Fide Offer.



 






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		(e)	If
                                         the Company shall not elect, within such sixty (60) day period, to purchase all of the
                                         Shares covered by the Bona Fide Offer, the Participant shall have the right to accept
                                         the Bona Fide Offer in whole (but not in part) and to sell such Shares, subject to the
                                         provisions and restrictions of this Agreement, but only in strict accordance with all
                                         of the provisions of the Bona Fide Offer and only if the sale is fully consummated within
                                         ninety (90) days after the date the Participant gives the notice required by Section
                                         8(a). In the event that such sale is not fully consummated within such ninety (90) day
                                         period, the Participant must again comply with the provisions of this Section 8 before
                                         the Participant may sell Shares pursuant to this Section 8.



 


		(f)	The
                                         right of first refusal specified in this Section 8 shall terminate when the Company has
                                         consummated an initial public offering.



 


		(g)	The
                                         right of first refusal specified in this Section 8 shall be freely assignable by the
                                         Company. The right of first refusal specified in this Section 8 is a separate and independent
                                         obligation of the Participant and shall survive any termination of the Participant’s
                                         service with the Company as an employee, director or otherwise. Furthermore, such right
                                         shall not be construed as an absolute obligation on the part of the Company to repurchase
                                         any portion of the Shares that is tendered.



 


		9.	Delivery
                                         of Stock and Documents. Upon the closing of any purchase by the Company of any Shares
                                         pursuant to Section 8 of this Agreement, the Participant, his or her executor, administrator
                                         or beneficiaries shall deliver to the Company the certificate or certificates representing
                                         the Shares being sold, free and clear of all options, contracts, commitments, liens,
                                         pledges, security interests and other encumbrances, duly endorsed for transfer, and such
                                         assignments and other documents and instruments evidencing the title of the Participant
                                         and of the Participant’s compliance with this Agreement as may be reasonably required
                                         by the Company or by counsel for the Company, together with appropriate duly signed stock
                                         powers transferring such Shares to the Company, and the Company shall deliver to the
                                         Participant, his or her executor, administrator or beneficiaries the Company’s
                                         check in the amount of the purchase price for the Shares being sold. Upon the closing
                                         of such repurchase, the Participant shall be deemed to have represented and warranted
                                         to the Company (and, if requested by the Company, shall then represent and warrant in
                                         writing) that the Participant owns the Shares being purchased, free and clear of all
                                         options, contracts, commitments, liens, pledges, security interests and other encumbrances.
                                         The Participant agrees to indemnify the Company against any and all losses, damages,
                                         liabilities, claims, actions, proceedings, judgments, costs and expenses (including reasonable
                                         attorneys’ fees) arising out of any breach of such representation and warranty.



 


		10.	Binding
                                         Upon Transferees. In the event that, at any time or from time to time, the Option
                                         and/or any Shares are transferred to any party (other than the Company) pursuant to the
                                         provisions hereof, the transferee shall take the Option and/or such Shares pursuant to
                                         all of the provisions, conditions and obligations of the Plan and this Agreement (including,
                                         without limitation, the obligations to sell and transfer, and to offer to sell and transfer,
                                         such Shares pursuant to the provisions of Section 8), and, as a condition precedent to
                                         the transfer of the Option and/or such Shares, the transferee shall agree in writing,
                                         for and on behalf of such transferee and such transferee’s successors and assigns,
                                         to be bound by all provisions of the Plan and this Agreement.



 






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		11.	Shareholders
                                         Agreement. As a condition to receipt of any Shares upon exercise of the Option, upon
                                         request by the Company, Participant (and any transferees, the successors and assigns
                                         of the Participant or any transferee) shall become a party to any agreement between the
                                         Company and any of its shareholders existing at the time of exercise of the Option and
                                         shall sign a copy of such agreement.



 


		12.	Rights
                                         Prior to Exercise. Participant will have no rights as a shareholder with respect
                                         to the Shares except to the extent that Participant has exercised the Option.



 


		13.	Sale
                                         or Other Disposition by Majority Interest. Participant hereby irrevocably appoints
                                         the Company and its President, or either of them, as Participant’s agents and attorneys-in-
                                         fact, with full power of substitution for and in Participant’s name, to sell, exchange,
                                         transfer or otherwise dispose of all or a portion of Participant’s Shares and to
                                         do any and all things and to execute any and all documents and instruments (including,
                                         without limitation, any stock transfer powers) in connection therewith, such powers of
                                         attorney to become operable only in connection with a Corporate Transaction. Any sale,
                                         exchange, transfer or other disposition of all or a portion of Participant’s Shares
                                         pursuant to the foregoing powers of attorney shall be made upon substantially the same
                                         terms and conditions (including sale price per share) applicable to a sale, exchange,
                                         transfer or other disposition of Shares owned by the holder or holders of a majority
                                         of the issued and outstanding Shares. For purposes of determining the sale price per
                                         share of the Shares under this Section 13, there shall be excluded the consideration
                                         (if any) paid or payable to the holder or holders of a majority of the issued and outstanding
                                         Shares in connection with any employment, consulting, noncompetition or similar agreements
                                         which such holder or holders may enter into in connection with or subsequent to such
                                         sale, transfer, exchange or other disposition. The foregoing power of attorney shall
                                         not impose or be deemed to impose any fiduciary duty or any other duty (except as set
                                         forth in this Section 13) or obligation on either the Company or its President, shall
                                         be irrevocable and coupled with an interest and shall not terminate by operation of law,
                                         whether by the death, bankruptcy or adjudication of incompetency or insanity of Participant
                                         or the occurrence of any other event.



 


		14.	Engagement
                                         of Participant. Nothing in this Agreement shall be construed as constituting a commitment,
                                         guarantee, agreement or understanding of any kind or nature that the Company shall continue
                                         to retain the services of Participant, nor shall this Agreement affect in any way the
                                         right of the Company to terminate the services of Participant as an employee or otherwise
                                         at any time and for any reason. By Participant’s execution of this Agreement, Participant
                                         acknowledges and agrees that Participant’s service relationship with the Company
                                         is “at will.” No change of Participant’s duties to the Company shall
                                         result in, or be deemed to be, a modification of any of the terms of this Agreement.



 


		15.	Burden
                                         and Benefit; Company. This Agreement shall be binding upon, and shall inure to the
                                         benefit of, the Company and Participant, and their respective heirs, personal and legal
                                         representatives, successors and assigns. As used in this Section 15, the term the “Company”
                                         shall also include any corporation which is the parent or a subsidiary of the Company
                                         or any corporation or entity which is an affiliate of the Company by virtue of common
                                         (although not identical) ownership, and for which Participant is providing services in
                                         any form for the Company or any such other corporation or entity. Participant hereby
                                         consents to the enforcement of any and all of the provisions of this Agreement by or
                                         for the benefit of the Company and any such other corporation or entity.



 






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		16.	Notices.
                                         Any and all notices under this Agreement shall be in writing, and sent by hand delivery
                                         or by certified or registered mail (return receipt requested and first-class postage
                                         prepaid), in the case of the Company, to its principal executive offices to the attention
                                         of the President, and, in the case of Participant, to Participant’s address as
                                         shown on the Company’s records.



 


		17.	Specific
                                         Performance. Strict compliance by Participant shall be required with each and every
                                         provision of this Agreement. The parties hereto agree that the Shares are unique, that
                                         Participant’s failure to perform the obligations provided by this Agreement will
                                         result in irreparable damage to the Company and that specific performance of Participant’s
                                         obligations may be obtained by suit in equity.



 


		18.	Amendment.
                                         The Committee shall have the exclusive authority to amend this Agreement, provided that
                                         no amendment of this Agreement shall, without the written consent of the Participant,
                                         adversely affect, as shall be determined by the Committee, the rights of the Participant
                                         hereunder.



 


		19.	Terms
                                         and Conditions of Plan. The terms and conditions included in the Plan, the receipt
                                         of a copy of which Participant hereby acknowledges by execution of this Agreement, are
                                         incorporated by reference herein, and to the extent that any conflict may exist between
                                         any term or provision of this Agreement and any term or provision of the Plan, such term
                                         or provision of the Plan shall control.



 


		20.	Covenants
                                         and Representations of Participant. Participant represents, warrants, covenants and
                                         agrees with the Company as follows:



 


		(a)	The
                                         Option is being received for Participant’s own account without the participation
                                         of any other person, with the intent of holding the Option and the Shares issuable pursuant
                                         thereto for investment and without the intent of participating, directly or indirectly,
                                         in a distribution of the Shares and not with a view to, or for resale in connection with,
                                         any distribution of the Shares or any portion thereof.



 


		(b)	Participant
                                         is not acquiring the Option or any Shares based upon any representation, oral or written,
                                         by any person with respect to the future value of, or income from, the Shares, but rather
                                         upon an independent examination and judgment as to the prospects of the Company.



 


		(c)	Participant
                                         has had the opportunity to ask questions of and receive answers from the Company and
                                         its executive officers and to obtain all information necessary for Participant to make
                                         an informed decision with respect to the investment in the Company represented by the
                                         Option and any Shares issued upon its exercise.



 






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		(d)	Participant
                                         is able to bear the economic risk of any investment in the Shares, including the risk
                                         of a complete loss of the investment, and Participant acknowledges that Participant must
                                         continue to bear the economic risk of any investment in Shares received upon exercise
                                         of the Option for an indefinite period.



 


		(e)	Participant
                                         understands and agrees that the Shares subject to the Option may be issued and sold to
                                         Participant without registration under any state or federal laws relating to the registration
                                         of securities and in that event will be issued and sold in reliance on exemptions from
                                         registration under appropriate state and federal laws and, as a result, the Participant
                                         may not resell or otherwise dispose of all or any portion of the Shares unless such resale
                                         or other disposition is registered under federal and applicable state securities laws
                                         or an exemption from such registration is available.



 


		(f)	Shares
                                         issued to Participant upon exercise of the Option will not be offered for sale, sold
                                         or transferred by Participant other than pursuant to: (i) an effective registration under
                                         applicable state securities laws or in a transaction which is otherwise in compliance
                                         with those laws; (ii) an effective registration under the Securities Act of 1933, or
                                         a transaction otherwise in compliance with such Act; and (iii) evidence satisfactory
                                         to the Company of compliance with all applicable state and federal securities laws. The
                                         Company shall be entitled to rely upon an opinion of counsel satisfactory to it with
                                         respect to compliance with the foregoing laws.



 


		(g)	The
                                         Company will be under no obligation to register the Shares issuable pursuant to the Option
                                         or to comply with any exemption available for sale of the Shares by Participant without
                                         registration, and the Company is under no obligation to act in any manner so as to make
                                         Rule 144 promulgated under the Securities Act of 1933 available with respect to any sale
                                         of the Shares by Participant.



 


		(h)	Participant
                                         shall, during the entire period of service or employment with the Company and for a period
                                         of ninety (90) days following Termination of Service, observe the Company’s securities
                                         trading policies in effect from time to time during such period of service or employment
                                         and/or during such post-service period.



 


		(i)	Participant
                                         has not relied upon the Company with respect to any tax consequences related to the grant
                                         or exercise of this Option, or the disposition of Shares purchased pursuant to its exercise.
                                         Participant acknowledges that, as a result of the grant and/or exercise of the Option,
                                         Participant may incur a substantial tax liability. Participant assumes full responsibility
                                         for all such consequences and the filing of all tax returns and elections Participant
                                         may be required or find desirable to file in connection therewith. In the event any valuation
                                         of the Option or Shares purchased pursuant to its exercise must be made under federal
                                         or state tax laws and such valuation affects any return or election of the Company, Participant
                                         agrees that the Company may determine such value and that Participant will observe any
                                         determination so made by the Company in all returns and elections filed by Participant.
                                         In the event the Company is required by applicable law to collect any withholding, payroll
                                         or similar taxes by reason of the grant or any exercise of the Option, Participant agrees
                                         that the Company may withhold such taxes from any monetary amounts otherwise payable
                                         by the Company to Participant and that, if such amounts are insufficient to cover the
                                         taxes required to be collected by the Company, Participant will pay to the Company such
                                         additional amounts as are required.



 






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		(j)	The
                                         agreements, representations, warranties and covenants made by Participant herein with
                                         respect to the Option shall also extend to and apply to all of the Shares issued to Participant
                                         from time to time pursuant to exercise of the Option. Acceptance by Participant of any
                                         certificate representing Shares shall constitute a confirmation by Participant that all
                                         such agreements, representations, warranties and covenants made herein shall be true
                                         and correct at that time.








 


		21.	Limitation
                                         of Liability. The liability of the Company, the Board, and their officers, employees
                                         and agents, under this Agreement and in the award of the Shares hereunder is limited
                                         to the obligations set forth with respect to such award, and nothing herein contained
                                         shall be interpreted as imposing any liability in favor of the Participant with respect
                                         to any loss, cost or expense which such recipient may incur in connection with or arising
                                         out of any transaction involving the Shares that is subject to the provisions of this
                                         Agreement.



 


		22.	Unsecured
                                         and Unfunded Agreement. Any rights of the Participant hereunder shall be no greater
                                         than the right of an unsecured general creditor of the Company. Any payments to be made
                                         hereunder shall be paid from the general funds of the Company, and no special or separate
                                         fund shall be established and no segregation of assets shall be made to assure payment
                                         of such amounts.



 


		23.	Entire
                                         Agreement. The parties hereto agree that this Agreement sets forth all of the promises,
                                         agreements, conditions, understandings, warranties, and representations between the parties
                                         with respect to the Option and Shares and that there are no promises, agreements, conditions,
                                         understandings, warranties, or representations, oral or written, express or implied between
                                         the parties with respect to the Option and Shares other than as set forth in this Agreement.
                                         Participant accepts the Option in full satisfaction of any and all obligations of the
                                         Company with respect to options granted or to be granted to Participant, pursuant to
                                         the Plan or otherwise. Any modifications or any waiver of any provision contained in
                                         this Agreement shall not be valid unless made in writing and signed by the person or
                                         persons sought to be bound by such waiver or modifications.



 


		24.	Severability.
                                         The provisions of the Agreement are severable and if any one or more provisions are determined
                                         to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions,
                                         and any partially unenforceable provision to the extent enforceable in any jurisdiction,
                                         shall nevertheless be binding and enforceable.



 






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		25.	Waiver.
                                         The waiver by the Company of a breach of any provision of this Agreement by the Participant
                                         shall not operate or be construed as a waiver of any subsequent breach by the Participant.



 





		26.	Code
                                         Section 409A. At all times during the term of this Agreement, it shall be operated
                                         in accordance with the requirements of Code section 409A (together with applicable regulations,
                                         proposed or otherwise, and other guidance of general applicability that is issued thereunder,
                                         “409A”). Any action that may be taken (and, to the extent possible, any action
                                         actually taken) by the Committee or the Company shall not be taken (or shall be void
                                         and without effect), if such action violates the requirements of 409A. If the failure
                                         to take an action under this Agreement would violate 409A, then to the extent it is possible
                                         thereby to avoid a violation of 409A, the rights and effects under this Agreement shall
                                         be altered to avoid such violation. Any provision in this Agreement that is determined
                                         to violate the requirements of 409A shall be void and without effect. In addition, any
                                         provision that is required to appear in this Agreement to satisfy the requirements of
                                         409A, but that is not expressly set forth, shall be deemed to be set forth herein, and
                                         the Agreement shall be administered in all respects as if such provision were expressly
                                         set forth. In all cases, the provisions of this Section shall apply notwithstanding any
                                         contrary provision of the Agreement that is not contained in this Section.



 


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IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.


 





	 	COMPANY:
	 	 	 
	 	HUMACYTE, INC.
	 	 	 
	 	By:	 
	 	 	Paul
Boyer
	 	 	Chief
Financial Officer
	 	 	 
	 	PARTICIPANT:
	 	 
	 	 
	 	[name]



 




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