Exhibit
10.22.2


 


SECOND
AMENDMENT TO LEASE


 


THIS
SECOND AMENDMENT TO LEASE (this “Second Amendment”) is made as of February 8, 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 (the “First 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.
Landlord and Tenant desire, subject to the terms and conditions set forth below, to amend the Lease to, among other things, expand
the size of the Existing Premises by adding that portion of the second floor of the Building consisting of approximately 12,471
rentable square feet, as shown on Exhibit A attached to this Second Amendment (“Second Expansion Premises”).


 


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. In addition to the Existing Premises, commencing on the Second
                                         Expansion Premises Commencement Date, Landlord leases to Tenant, and Tenant leases from
                                         Landlord, the Second Expansion Premises.



 


		2.	Delivery.
                                          The “Second Expansion Premises Commencement Date” shall occur
                                         on June 1, 2017. The “Second Expansion Premises Rent Commencement Date”
                                         shall be June 1, 2018. Landlord shall deliver the Second Expansion Premises to Tenant
                                         on the Second Expansion Premises Commencement Date in vacant, broom clean condition.
                                         Any reference to the “Commencement Date” in Section 7 and 30
                                         of the original Lease shall be deemed to be a reference to the “Second Expansion
                                         Premises Commencement Date” with respect to Tenant’s lease of the Second
                                         Expansion Premises.



 


Except
as set forth in the Lease or in this Second Amendment: (i) Tenant shall accept the Second Expansion Premises in their condition
as of the Second Expansion Premises Commencement Date; (ii) Landlord shall have no obligation for any defects in the Second Expansion
Premises; and (iii) Tenant’s taking possession of the Second Expansion Premises shall be conclusive evidence that Tenant
accepts the Second Expansion Premises and that the Second Expansion Premises were in good condition at the time possession was
taken.


 


Tenant
agrees and acknowledges that, except as otherwise expressly set forth in the Lease or in this Second Amendment, neither Landlord
nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Second
Expansion Premises, and/or the suitability of the Second Expansion Premises for the conduct of Tenant’s business, and Tenant
waives any implied warranty that the Second Expansion Premises are suitable for the Permitted Use.


 








     


     


    

 





		3.	Premises
                                         and Rentable Area of Premises.  Commencing on the Second Expansion Premises Commencement
                                         Date, the defined terms “Premises” and “Rentable Area of
                                         Premises” on page 1 of the Lease shall be deleted in their entirety and replaced
                                         with the following:



 


“Premises:
That portion of the Building, containing approximately 82,996 rentable square feet, consisting of (i) approximately 43,614
rentable square feet on the first floor of the Building and approximately 14864 rentable square feet on second floor of the Building
(the “Original Premises”), (ii) approximately 12,047 rentable square feet on the second floor of the Building
(“Expansion Premises”), and (iii) approximately 12,471 rentable square feet on the second floor of the Building
(“Second Expansion Premises”), all as determined by Landlord, as shown on Exhibit A.”



 

“Rentable
Area of Premises: 82,996 sq. ft.”


 



Commencing
on the Second Expansion Premises Commencement Date, Exhibit A to the Lease shall be amended to include the Second Expansion
Premises as shown on Exhibit A attached to this Second Amendment.


 


		4.	Base
                                         Rent. Tenant shall continue paying Base Rent with respect to the Existing Premises
                                         as provided for in the Lease through the expiration of the Base Term with respect to
                                         the Existing Premises. Commencing on the Second Expansion Premises Rent Commencement
                                         Date, Tenant shall commence paying Base Rent for the Second Expansion Premises in the
                                         amount of $22.00 per rentable square foot of the Second Expansion Premises per year.
                                         Base Rent payable with respect to the Second Expansion Premises shall be increased on
                                         each annual anniversary of the Second Expansion Premises Rent Commencement Date (each
                                         a “Second Expansion Premises Adjustment Date”) by multiplying the
                                         Base Rent payable with respect to the Second Expansion Premises immediately before such
                                         Second Expansion Premises Adjustment Date by the Rent Adjustment Percentage and adding
                                         the resulting amount to the Base Rent payable with respect to the Second Expansion Premises
                                         immediately before such Second Expansion Premises Adjustment Date. Base Rent payable
                                         with respect to the Second Expansion Premises, as so adjusted, shall thereafter be due
                                         as provided herein.



 


		5.	Tenant’s
                                         Share. Commencing on the Second Expansion Premises Commencement Date, the defined
                                         term “Tenant’s Share of Operating Expenses” on page 1 of the
                                         Lease shall be deleted in its entirety and replaced with the following:



 


“Tenant’s
Share of Operating Expenses: 100%


 


For
the avoidance of doubt, Tenant shall continue paying Operating Expenses as required under the Lease with respect to the Existing
Premises and shall commence paying Operating Expenses with respect to the Second Expansion Premises on the Second Expansion Premises
Commencement Date.


 


		6.	Base
                                         Term. Commencing on the Second Expansion Premises Commencement Date, the defined
                                         term “Base Term” on page 1 of the Lease shall be deleted in its entirety
                                         and replaced with the following:



 


“A
term (i) beginning, with respect to the Original Premises and the Expansion Premises, on the Commencement Date and ending 120
months from the first day of the first full month following the Rent Commencement Date (as defined in Section 2), and (ii)
beginning, with respect to the Second Expansion Premises, on the Second Expansion Premises Commencement Date and ending 120 months
from the first full day of the first full month following the Second Expansion Premises Rent Commencement Date.”


 


The
Base Term of the Lease with respect to the Existing Premises shall be subject to extension pursuant to the terms and conditions
of the Section 40 of the Lease. So long as Tenant exercises its Extension Right pursuant to Section 40 of the Lease
with respect to the Existing Premises, Tenant shall have the right to extend the Base Term of the Lease with respect to the Second
Expansion Premises pursuant to the terms of Section 40. If the Term of the Lease expires with respect to the Existing Premises
or the Second Expansion Premises, then the parties shall, within 10 days after such expiration of the Term, enter into an amendment
to the Lease to reflect the surrender of such Existing Premises or Second Expansion Premises, as applicable, to amend the definitions
of “Premises” and “Rentable Area of Premises” and to proportionately adjust “Tenant’s Share
of Operating Expenses”.


 






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		7.	Additional
                                         Tl Allowance. In addition to the Tl Allowance and the Additional Tl Allowance,
                                         Landlord shall, subject to the terms of the Work Letter, make available to Tenant a “Second
                                         Expansion Premises Tl Allowance” in the amount of $55.00 per rentable square
                                         foot of the Second Expansion Premises for the construction of Tenant Improvements in
                                         the Second Expansion Premises only pursuant to and in accordance with the terms of the
                                         Work Letter. For every $1.00 of the Second Expansion Premises Tl Allowance Tenant elects
                                         to use, Tenant shall pay Additional Rent under the Lease equal to $0.1585 per rentable
                                         square foot of the Second Expansion Premises per year. For example, if the entire Second
                                         Expansion Premises Tl Allowance was disbursed by Landlord, then Tenant would be required
                                         to pay Additional Rent in the amount of $8.72 per rentable square foot of the Second
                                         Expansion Premises per year, which Additional Rent shall be due on the first day of each
                                         month of the Base Term with respect to the Second Expansion Premises commencing on the
                                         first day of the month following the Second Expansion Premises Rent Commencement Date.
                                         Except for the Second Expansion Premises Tl Allowance, Tenant shall be solely responsible
                                         for all costs of the Tenant Improvements in the Second Expansion Premises. The Additional
                                         Rent payable pursuant to this Section 7 shall be increased on each Second Expansion
                                         Premises Adjustment Date by the Rent Adjustment Percentage. Tenant shall have no right
                                         to any portion of the Second Expansion Premises Tl Allowance that has not been requested
                                         for disbursement by Tenant in accordance with the terms of the Work Letter before May
                                         31, 2018.



 


		8.	Rights
                                         to Expand. Section 39 of the Lease is hereby deleted and is null and void
                                         and of no further force or effect.



 


		9.	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.



 


		10.	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 Second Amendment and that no Broker brought about this
                                         transaction, other than Foundry Commercial. Landlord and Tenant each hereby agrees to
                                         indemnify and hold the other harmless from and against any claims by any Broker, other
                                         than Foundry Commercial, claiming a commission or other form of compensation by virtue
                                         of having dealt with Tenant or Landlord, as applicable, with regard to this Second Amendment.
                                         Landlord shall be responsible for all commissions due to Foundry Commercial arising out
                                         of the execution of this Second Amendment in accordance with the terms of a separate
                                         written agreement between Foundry Commercial and Landlord.



 



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		11.	Miscellaneous.



 


		a.	This
                                         Second 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 Second Amendment may be amended only by an agreement in writing,
                                         signed by the parties hereto.



 


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



 


		c.	This
                                         Second 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 Second Amendment attached thereto.



 


		d.	Except
                                         as amended and/or modified by this Second 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 Second Amendment. In the event of any conflict between the provisions
                                         of this Second Amendment and the provisions of the Lease, the provisions of this Second
                                         Amendment shall prevail. Whether or not specifically amended by this Second 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 Second Amendment.



 


[Signatures
are on the next page]


 






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


 





	 	TENANT:
	 	 	 
	 	HUMACYTE, INC.,
	 	a Delaware corporation
	 	 
	 	By:	/s/ Paul S. Boyer
	 	Its:	CFO
	 	 	 
	 	LANDLORD:
	 	 
	 	By:	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, general partner
	 	 
	 	By:	/s/ Gary Dean
	 	Its:	Senior Vice President,
    RE Legal Affairs


 



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