Exhibit 10.18

 


HUMACYTE, INC.

2005 STOCK OPTION PLAN


 


Article
1

PURPOSE


 


1.1. GENERAL. The
purpose of the Humacyte, Inc. 2005 Stock Option Plan (the “Plan”) is to promote the success, and enhance the
value, of Humacyte, Inc. (the “Corporation”), by linking the personal interests of its employees, officers and
directors to those of Corporation shareholders and by providing its employees, officers and directors with an incentive for
outstanding performance. The Plan is further intended to provide flexibility to the Corporation in its ability to motivate,
attract, and retain the services of employees, officers and directors upon whose judgment, interest, and special effort the
successful conduct of the Corporation’s operation is largely dependent. Accordingly, the Plan permits the grant of
incentive awards from time to time to selected employees, officers, directors, and consultants; provided, however, to the
extent necessary to preserve the employee benefits plan exemption under applicable state blue sky laws, no non-employee
director or consultant of the Corporation will be eligible to receive Awards under the Plan until such time, if any, as the
Corporation’s common stock shall be traded on a national securities exchange or on the Nasdaq National Market.


 


Article
2

EFFECTIVE DATE


 


2.1. EFFECTIVE DATE.
The Plan shall be effective as of the date upon which it shall be approved by the Board (the “Effective Date”). However,
the Plan shall be submitted to the shareholders of the Corporation for approval within 12 months of the Board’s approval
thereof. No Incentive Stock Options granted under the Plan may be exercised prior to approval of the Plan by the shareholders and
if the shareholders fail to approve the Plan within 12 months of the Board’s approval thereof, any Incentive Stock Options
previously granted hereunder shall be automatically converted to Non-Qualified Stock Options without any further act. In the discretion
of the Committee, Awards may be made to Covered Employees which are intended to constitute qualified performance based compensation
under Code Section 162(m). Any such Awards shall be contingent upon the shareholders having approved the Plan.


 


Article
3

DEFINITIONS


 


3.1. DEFINITIONS.
When a word or phrase appears in this Plan with the initial letter capitalized, and the word or phrase does not start a sentence,
the word or phrase shall generally be given the meaning ascribed to it in this Section or in Section 1.1 unless a clearly different
meaning is required by the context. The following words and phrases shall have the following meanings:


  




    	 



    	



    

 


(a) “Award”
means any Option, Stock Appreciation Right, Restricted Stock Award, Performance Share Award, Dividend Equivalent Award, or Other
Stock-Based Award, or any other right or interest relating to Stock or cash, granted to a Participant under the Plan.


 


(b) “Award
Agreement” means any written agreement, contract, or other instrument or document evidencing an Award.


 


(c) “Board”
means the Board of Directors of the Corporation.


 


(d) “Change
of Control” means and includes the occurrence of any one of the following events but shall specifically exclude an Initial
Public Offering:


 


(i) individuals
who, at the Effective Date, constitute the Board (the “Incumbent Directors”) cease for any reason to constitute at
least a majority of the Board, provided that any person becoming a director after the Effective Date and whose election or nomination
for election was approved by a vote of at least a majority of the Incumbent Directors then on the Board (either by a specific vote
or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without written objection
to such nomination) shall be an Incumbent Director; provided, however, that no individual initially elected or nominated
as a director of the Company as a result of an actual or threatened election contest (as described in Rule 14a-11 under the 1934
Act (“Election Contest”) or other actual or threatened solicitation of proxies or consents by or on behalf of any “person”
(as such term is defined in Section 3(a)(9) of the 1934 Act and as used in Section 13(d)(3) and 14(d)(2) of the 1934 Act) other
than the Board (“Proxy Contest”), including by reason of any agreement intended to avoid or settle any Election Contest
or Proxy Contest, shall be deemed an Incumbent Director;


 


(ii) any person
becomes a “beneficial owner” (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of securities of
the Company representing 25% or more of the combined voting power of the Company’s then outstanding securities eligible to
vote for the election of the Board (the “Company Voting Securities”); provided, however, that the event
described in this paragraph (ii) shall not be deemed to be a Change in Control of the Company by virtue of any of the following
acquisitions: (A) any acquisition by a person who is on the Effective Date the beneficial owner of 25% or more of the outstanding
Company Voting Securities, (B) an acquisition by the Company which reduces the number of Company Voting Securities outstanding
and thereby results in any person acquiring beneficial ownership of more than 25% of the outstanding Company Voting Securities;
provided, that if after such acquisition by the Company such person becomes the beneficial owner of additional Company
Voting Securities that increases the percentage of outstanding Company Voting Securities beneficially owned by such person, a Change
in Control of the Company shall then occur, (C) an acquisition by any employee benefit plan (or related trust) sponsored or maintained
by the Company or any Parent or Subsidiary, (C) an acquisition by an underwriter temporarily holding securities pursuant to an
offering of such securities, (D) an acquisition pursuant to a Non-Qualifying Transaction (as defined in paragraph (iii)), or (E)
a transaction (other than the one described in paragraph (iii) below) in which Company Voting Securities are acquired from the
Company, if a majority of the Incumbent Directors approve a resolution (at any time prior to the exercise of any Awards the vesting
of which would otherwise be accelerated as a result of a Change in Control) providing expressly that the acquisition pursuant to
this clause (E) does not constitute a Change in Control of the Company under this paragraph (ii); or


 




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(iii) the consummation
of a reorganization, merger, consolidation, statutory share exchange or similar form of corporate transaction involving the Company
that requires the approval of the Company’s stockholders, whether for such transaction or the issuance of securities in the
transaction (a “Reorganization”), or the sale or other disposition of all or substantially all of the Company’s
assets to an entity that is not an affiliate of the Company (a “Sale”), unless immediately following such Reorganization
or Sale: (A) more than 50% of the total voting power of (x) the corporation resulting from such Reorganization or the corporation
which has acquired all or substantially all of the assets of the Company (in either case, the “Surviving Corporation”),
or (y) if applicable, the ultimate parent corporation that directly or indirectly has beneficial ownership of 100% of the voting
securities eligible to elect directors of the Surviving Corporation (the “Parent Corporation”), is represented by the
Company Voting Securities that were outstanding immediately prior to such Reorganization or Sale (or, if applicable, is represented
by shares into which such Company Voting Securities were converted pursuant to such Reorganization or Sale), and such voting power
among the holders thereof is in substantially the same proportion as the voting power of such Company Voting Securities among the
holders thereof immediately prior to the Reorganization or Sale, (B) no person (other than (x) the Company, (y) any employee benefit
plan (or related trust) sponsored or maintained by the Surviving Corporation or the Parent Corporation, or (z) a person who immediately
prior to the Reorganization or Sale was the beneficial owner of 25% or more of the outstanding Company Voting Securities) is the
beneficial owner, directly or indirectly, of 25% or more of the total voting power of the outstanding voting securities eligible
to elect directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation), and (C) at least
a majority of the members of the board of directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving
Corporation) following the consummation of the Reorganization or Sale were Incumbent Directors at the time of the Board’s
approval of the execution of the initial agreement providing for such Reorganization or Sale (any Reorganization or Sale which
satisfies all of the criteria specified in (A), (B) and (C) above shall be deemed to be a “Non-Qualifying Transaction”);
or





 






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(iv) approval
by the stockholders of the Company of a complete liquidation or dissolution of the Company.


 


(e) “Code”
means the Internal Revenue Code of 1986, as amended from time to time.



 


(f) “Committee”
means the committee of the Board described in Article 4.


 


(g) “Corporation”
means Humacyte, Inc., a North Carolina corporation.


 


(h) “Covered
Employee” means a covered employee as defined in Code Section 162(m)(3), provided that no employee shall be deemed a Covered
Employee until the deduction limitations of Code Section 162(m) are applicable to the Corporation and any reliance period under
Code Section 162(m) has expired, as described in Section 16.15 of this Plan.


 


(i) “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 Corporation, 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.


 




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(j) “Dividend
Equivalent” means a right granted to a Participant under Article 11.


 


(k) “Effective
Date” has the meaning assigned such term in Section 2.1.


 


(l) “Fair
Market Value”, on any date, means (i) if the Stock is listed on a securities exchange or is traded over the Nasdaq National
Market, the closing sales price on such exchange or over such system on such date or, in the absence of reported sales on such
date, the closing sales price on the immediately preceding date on which sales were reported, (ii) if the Stock is not listed on
a securities exchange or traded over the Nasdaq National Market, the mean between the bid and offered prices as quoted by Nasdaq
for such date, provided that if it is determined that the fair market value is not properly reflected by such Nasdaq quotations,
Fair Market Value will be determined by such other method as the Committee determines in good faith to be reasonable, or (iii)
if the Stock is not listed on a securities exchange or traded over the Nasdaq National Market or otherwise quoted on a bulletin
board system or the over the counter market, the value as determined reasonably and in the utmost good faith by the Committee.


 


(m) “Incentive
Stock Option” means an Option that is intended to meet the requirements of Section 422 of the Code or any successor provision
thereto.


 


(n) “Initial
Public Offering” shall occur on the effective time and date of a registration statement filed under the 1933 Act, for an
initial public offering of any class or series of the Company’s equity securities.


 


(o) “Non-Qualified
Stock Option” means an Option that is not an Incentive Stock Option.



 


(p) “Option”
means a right granted to a Participant under Article 7 of the Plan to purchase Stock at a specified price during specified time
periods. An Option may be either an Incentive Stock Option or a Non-Qualified Stock Option.


 


(q) “Other
Stock-Based Award” means a right, granted to a Participant under Article 12, that relates to or is valued by reference to
Stock or other Awards relating to Stock.


 


(r) “Parent”
means a corporation which owns or beneficially owns a majority of the outstanding voting stock or voting power of the Corporation.
For Incentive Stock Options, the term shall have the same meaning as set forth in Code Section 424(e).


 


(s) “Participant”
means a person who, as an employee, officer, consultant or director of the Corporation or any Parent or Subsidiary, has been granted
an Award under the Plan.


 




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(t) “Performance
Share” means a right granted to a Participant under Article 9, to receive cash, Stock, or other Awards, the payment of which
is contingent upon achieving certain performance goals established by the Committee.


 


(u) “Plan”
means the Humacyte, Inc. 2005 Stock Option Plan, as amended from time to time.


 


(v) “Restricted
Stock Award” means Stock granted to a Participant under Article 10 that is subject to certain restrictions and to risk of
forfeiture.


 


(w) “Retirement”
means a Participant’s termination of employment with the Corporation, Parent or Subsidiary after attaining any normal or
early retirement age specified in any pension, profit sharing or other retirement program sponsored by the Corporation, or, in
the event of the inapplicability thereof with respect to the person in question, as determined by the Committee in its reasonable
judgment.


 


(x) “Stock”
means the $.001 par value common stock of the Corporation and such other securities of the Corporation as may be substituted for
Stock pursuant to Article 14.


 


(y) “Stock
Appreciation Right” or “SAR” means a right granted to a Participant under Article 8 to receive a payment equal
to the difference between the Fair Market Value of a share of Stock as of the date of exercise of the SAR over the grant price
of the SAR, all as determined pursuant to Article 8.


 


(z) “Subsidiary”
means any corporation, limited liability company, partnership or other entity of which a majority of the outstanding voting stock
or voting power is beneficially owned directly or indirectly by the Corporation. For Incentive Stock Options, the term shall have
the meaning set forth in Code Section 424(f).


 


(aa) “1933
Act” means the Securities Act of 1933, as amended from time to time.


 


(bb) “1934
Act” means the Securities Exchange Act of 1934, as amended from time to time.



 


Article
4

ADMINISTRATION


 


4.1. COMMITTEE.
The Plan shall be administered by a committee (the “Committee”) appointed by the Board (which Committee shall consist
of two or more directors) or, at the discretion of the Board from time to time, the Plan may be administered by the Board. It is
intended that the directors appointed to serve on the Committee shall be “non-employee directors” (within the meaning
of Rule 16b-3 promulgated under the 1934 Act) and “outside directors” (within the meaning of Code Section 162(m) and
the regulations thereunder) to the extent that Rule 16b-3 and, if necessary for relief from the limitation under Code Section 162(m)
and such relief is sought by the Corporation, Code Section 162(m), respectively, are applicable. However, the mere fact that a
Committee member shall fail to qualify under either of the foregoing requirements shall not invalidate any Award made by the Committee
which Award is otherwise validly made under the Plan. The members of the Committee shall be appointed by, and may be changed at
any time and from time to time in the discretion of, the Board. During any time that the Board is acting as administrator of the
Plan, it shall have all the powers of the Committee hereunder, and any reference herein to the Committee (other than in this Section
4.1) shall include the Board.


 






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4.2. ACTION BY THE COMMITTEE.
For purposes of administering the Plan, the following rules of procedure shall govern the Committee. A majority of the Committee
shall constitute a quorum. The acts of a majority of the members present at any meeting at which a quorum is present, and acts
approved unanimously in writing by the members of the Committee in lieu of a meeting, shall be deemed the acts of the Committee.
Each member of the Committee is entitled to, in good faith, rely or act upon any report or other information furnished to that
member by any officer or other employee of the Corporation or any Parent or Subsidiary, the Corporation’s independent certified
public accountants, or any executive compensation consultant or other professional retained by the Corporation to assist in the
administration of the Plan.


 


4.3. AUTHORITY OF COMMITTEE.
Except as provided below, the Committee has the exclusive power, authority and discretion to:


 


(a) Designate
Participants;


 


(b) Determine
the type or types of Awards to be granted to each Participant;


 


(c) Determine
the number of Awards to be granted and the number of shares of Stock to which an Award will relate;


 


(d) Determine
the terms and conditions of any Award granted under the Plan, including but not limited to, the exercise price, grant price, or
purchase price, any restrictions or limitations on the Award, any schedule for lapse of forfeiture restrictions or restrictions
on the exercisability of an Award, and accelerations or waivers thereof, based in each case on such considerations as the Committee
in its sole discretion determines;


 






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(e) Accelerate
the vesting or lapse of restrictions of any outstanding Award, based in each case on such considerations as the Committee in its
sole discretion determines;


 


(f) Determine
whether, to what extent, and under what circumstances an Award may be settled in, or the exercise price of an Award may be paid
in, cash, Stock, other Awards, or other property, or an Award may be canceled, forfeited, or surrendered;


 


(g) Prescribe
the form of each Award Agreement, which need not be identical for each Participant;


 


(h) Decide all
other matters that must be determined in connection with an Award;


 


(i) Establish,
adopt or revise any rules and regulations as it may deem necessary or advisable to administer the Plan;


 


(j) Make all
other decisions and determinations that may be required under the Plan or as the Committee deems necessary or advisable to administer
the Plan; and


 


(k) Amend the
Plan or any Award Agreement as provided herein.


 


Not withstanding the above,
the Board or the Committee may expressly delegate to a special committee consisting of one or more directors who are also officers
of the Company some or all of the Committee’s authority under subsections (a) through (g) above with respect to those eligible
Participants who, at the time of grant are not, and are not anticipated to be become, either (i) Covered Employees or (ii) persons
subject to the insider trading restrictions of Section 16 of the 1934 Act.


 


4.4. DECISIONS BINDING.
The Committee’s interpretation of the Plan, any Awards granted under the Plan, any Award Agreement and all decisions and
determinations by the Committee with respect to the Plan are final, binding, and conclusive on all parties.


 


Article
5

SHARES SUBJECT TO THE PLAN


 


5.1. NUMBER OF SHARES.
Subject to adjustment as provided in Section 14.1, the aggregate number of shares of Stock reserved and available for Awards or
which may be used to provide a basis of measurement for or to determine the value of an Award (such as with a Stock Appreciation
Right or Performance Share Award) shall be 710,254, of which not more than one third may be granted as Awards of Restricted Stock
or unrestricted Stock Awards.


 




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5.2. LAPSED AWARDS.
To the extent that an Award is canceled, terminates, expires or lapses for any reason, any shares of Stock subject to the Award
will again be available for the grant of an Award under the Plan and shares subject to SARs or other Awards settled in cash will
be available for the grant of an Award under the Plan.


 


5.3. STOCK DISTRIBUTED.
Any Stock distributed pursuant to an Award may consist, in whole or in part, of authorized and unissued Stock, treasury Stock or
Stock purchased on the open market.


 


5.4. LIMITATION ON AWARDS.
The maximum fair market value (measured as of the date of grant) of any Awards other than Options and SARs that may be received
by any one Participant (less any consideration paid by the Participant for such Award) during any one calendar year under the Plan
shall be $100,000.



 


Article
6

ELIGIBILITY


 


6.1. GENERAL. Awards
may be granted only to individuals who are employees, officers, directors or consultants of the Corporation or a Parent or Subsidiary;
provided, however, that to the extent necessary to preserve the employee benefits plan exemption under applicable state blue sky
laws, no non-employee director or consultant of the Corporation will be eligible to receive Awards under the Plan until such time,
if any, as the Corporation’s common stock shall be traded on a national securities exchange or on the Nasdaq National Market.


 


Article
7

STOCK OPTIONS


 


7.1. GENERAL. The
Committee is authorized to grant Options to Participants on the following terms and conditions:


 


(a) EXERCISE
PRICE. The exercise price per share of Stock under an Option shall be determined by the Committee.


 


(b) TIME AND
CONDITIONS OF EXERCISE. Subject to Article 13, the Committee shall determine the time or times at which an Option may be exercised
in whole or in part. The Committee also shall determine the performance or other conditions, if any, that must be satisfied before
all or part of an Option may be exercised. The Committee may waive any exercise provisions at any time in whole or in part based
upon factors as the Committee may determine in its sole discretion so that the Option becomes exerciseable at an earlier date.


 




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(c) PAYMENT.
The Committee shall determine the methods by which the exercise price of an Option may be paid, the form of payment, including,
without limitation, cash, shares of Stock, or other property (including “cashless exercise” arrangements), and the
methods by which shares of Stock shall be delivered or deemed to be delivered to Participants; provided, however, that if shares
of Stock are used to pay the exercise price of an Option, such shares must have been held by the Participant for at least six months.


 


(d) EVIDENCE
OF GRANT. All Options shall be evidenced by a written Award Agreement between the Corporation and the Participant. The Award
Agreement shall include such provisions, not inconsistent with the Plan, as may be specified by the Committee.


 


7.2. INCENTIVE STOCK
OPTIONS. The terms of any Incentive Stock Options granted under the Plan must comply with the following additional rules:


 


(a) EXERCISE
PRICE. The exercise price per share of Stock shall be set by the Committee, provided that the exercise price for any Incentive
Stock Option shall not be less than the Fair Market Value as of the date of the grant.


 


(b) EXERCISE.
In no event may any Incentive Stock Option be exercisable for more than ten years from the date of its grant.



 


(c) LAPSE
OF OPTION. An Incentive Stock Option shall lapse under the earliest of the following circumstances; provided, however, that
the Committee may, prior to the lapse of the Incentive Stock Option under the circumstances described in paragraphs (3), (4) and
(5) below, provide in writing that the Option will extend until a later date, but if Option is exercised after the dates specified
in paragraphs (3), (4) and (5) below, it will automatically become a Non-Qualified Stock Option:


 


(1) The Incentive
Stock Option shall lapse as of the option expiration date set forth in the Award Agreement.


 


(2) The Incentive
Stock Option shall lapse ten years after it is granted, unless an earlier time is set in the Award Agreement.


 


(3) If the Participant
terminates employment for any reason other than as provided in paragraph (4) or (5) below, the Incentive Stock Option shall lapse,
unless it is previously exercised, three months after the Participant’s termination of employment; provided, however, that
if the Participant’s employment is terminated by the Corporation for cause (as determined by the Company, unless Participant
is subject to a then current, written employment agreement that defines cause in respect of termination, in which case such definition
shall control) or by the Participant without the consent of the Corporation, the Incentive Stock Option shall (to the extent not
previously exercised) lapse immediately.


 




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(4) If the Participant
terminates employment by reason of his Disability, the Incentive Stock Option shall lapse, unless it is previously exercised, one
year after the Participant’s termination of employment.


 


(5) If the Participant
dies while employed, or during the three-month period described in paragraph (3) or during the one-year period described in paragraph
(4) and before the Option otherwise lapses; the Option shall lapse one year after the Participant’s death. Upon the Participant’s
death, any exercisable Incentive Stock Options may be exercised by the Participant’s beneficiary, determined in accordance
with Section 13.6.


 


Unless the exercisability
of the Incentive Stock Option is accelerated as provided in Article 13, if a Participant exercises an Option after termination
of employment, the Option may be exercised only with respect to the shares that were otherwise vested on the Participant’s
termination of employment.


 


(d) INDIVIDUAL
DOLLAR LIMITATION. The aggregate Fair Market Value (determined as of the time an Award is made) of all shares of Stock with
respect to which Incentive Stock Options are first exercisable by a Participant in any calendar year may not exceed $100,000.00.


 


(e) TEN PERCENT
OWNERS. No Incentive Stock Option shall be granted to any individual who, at the date of grant, owns stock possessing more
than ten percent of the total combined voting power of all classes of stock of the Corporation or any Parent or Subsidiary unless
the exercise price per share of such Option is at least 110% of the Fair Market Value per share of Stock at the date of grant and
the Option expires no later than five years after the date of grant.



 


(f) EXPIRATION
OF INCENTIVE STOCK OPTIONS. No Award of an Incentive Stock Option may be made pursuant to the Plan after the day immediately
prior to the tenth anniversary of the Effective Date.


 


(g) RIGHT
TO EXERCISE. During a Participant’s lifetime, an Incentive Stock Option may be exercised only by the Participant or,
in the case of the Participant’s Disability, by the Participant’s guardian or legal representative.


 


(h) DIRECTORS.
The Committee may not grant an Incentive Stock Option to a non-employee director. The Committee may grant an Incentive Stock Option
to a director who is also an employee of the Corporation or Parent or Subsidiary but only in that individual’s position as
an employee and not as a director.


 






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Article
8

STOCK APPRECIATION RIGHTS


 


8.1. GRANT OF SARs.
The Committee is authorized to grant SARs to Participants on the following terms and conditions:


 


(a) RIGHT
TO PAYMENT. Upon the exercise of a Stock Appreciation Right, the Participant to whom it is granted has the right to receive
the excess, if any, of:


 


(1) The Fair Market
Value of one share of Stock on the date of exercise; over


 


(2) The grant price
of the Stock Appreciation Right as determined by the Committee, which shall not be less than the Fair Market Value of one share
of Stock on the date of grant in the case of any SAR related to an Incentive Stock Option.


 


(b) OTHER
TERMS. All awards of Stock Appreciation Rights shall be evidenced by an Award Agreement. The terms, methods of exercise, methods
of settlement, form of consideration payable in settlement, and any other terms and conditions of any Stock Appreciation Right
shall be determined by the Committee at the time of the grant of the Award and shall be reflected in the Award Agreement.


 


Article
9

PERFORMANCE SHARES


 


9.1. GRANT OF PERFORMANCE
SHARES. The Committee is authorized to grant Performance Shares to Participants on such terms and conditions as may be selected
by the Committee. The Committee shall have the complete discretion to determine the number of Performance Shares granted to each
Participant. All Awards of Performance Shares shall be evidenced by an Award Agreement.


 


9.2. RIGHT TO PAYMENT.
A grant of Performance Shares gives the Participant rights, valued as determined by the Committee, and payable to, or exercisable
by, the Participant to whom the Performance Shares are granted, in whole or in part, as the Committee shall establish at grant
or thereafter. The Committee shall set performance goals and other terms or conditions to payment of the Performance Shares in
its discretion which, depending on the extent to which they are met, will determine the number and value of Performance Shares
that will be paid to the Participant.


 




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9.3. OTHER TERMS.
Performance Shares may be payable in cash, Stock, or other property, and have such other terms and conditions as determined by
the Committee and reflected in the Award Agreement.


 


Article
10

RESTRICTED STOCK AWARDS


 


10.1. GRANT OF RESTRICTED
STOCK. The Committee is authorized to make Awards of Restricted Stock to Participants in such amounts and subject to such terms
and conditions as may be selected by the Committee. All Awards of Restricted Stock shall be evidenced by a Restricted Stock Award
Agreement.


 


10.2. ISSUANCE AND RESTRICTIONS.
Restricted Stock shall be subject to such restrictions on transferability and other restrictions as the Committee may impose (including,
without limitation, limitations on the right to vote Restricted Stock or the right to receive dividends on the Restricted Stock).
These restrictions may lapse separately or in combination at such times, under such circumstances, in such installments, upon the
satisfaction of performance goals or otherwise, as the Committee determines at the time of the grant of the Award or thereafter.


 


10.3. FORFEITURE.
Except as otherwise determined by the Committee at the time of the grant of the Award or thereafter, upon termination of employment
during the applicable restriction period or upon failure to satisfy a performance goal during the applicable restriction period,
Restricted Stock that is at that time subject to restrictions shall be forfeited and reacquired by the Corporation; provided, however,
that the Committee may provide in any Award Agreement that restrictions or forfeiture conditions relating to Restricted Stock will
be waived in whole or in part in the event of terminations resulting from specified causes, and the Committee may in other cases
waive in whole or in part restrictions or forfeiture conditions relating to Restricted Stock.


 


10.4. CERTIFICATES FOR
RESTRICTED STOCK. Restricted Stock granted under the Plan may be evidenced in such manner as the Committee shall determine.
If certificates representing shares of Restricted Stock are registered in the name of the Participant, certificates must bear an
appropriate legend referring to the terms, conditions, and restrictions applicable to such Restricted Stock.


  




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Article
11

DIVIDEND EQUIVALENTS


 


11.1. GRANT OF DIVIDEND
EQUIVALENTS. The Committee is authorized to grant Dividend Equivalents to Participants subject to such terms and conditions
as may be selected by the Committee. Dividend Equivalents shall entitle the Participant to receive payments equal to dividends
with respect to all or a portion of the number of shares of Stock subject to an Award, as determined by the Committee. The Committee
may provide that Dividend Equivalents be paid or distributed when accrued or be deemed to have been reinvested in additional shares
of Stock, or otherwise reinvested.



 


Article
12

OTHER STOCK-BASED AWARDS


 


12.1. GRANT OF OTHER
STOCK-BASED AWARDS. The Committee is authorized, subject to limitations under applicable law, to grant to Participants such
other Awards that are payable in, valued in whole or in part by reference to, or otherwise based on or related to shares of Stock,
as deemed by the Committee to be consistent with the purposes of the Plan, including without limitation shares of Stock awarded
purely as a “bonus” and not subject to any restrictions or conditions, convertible or exchangeable debt securities,
other rights convertible or exchangeable into shares of Stock, and Awards valued by reference to book value of shares of Stock
or the value of securities of or the performance of specified Parents or Subsidiaries. The Committee shall determine the terms
and conditions of such Awards.


 


Article
13

PROVISIONS APPLICABLE TO AWARDS


 


13.1. STAND-ALONE, TANDEM,
AND SUBSTITUTE AWARDS. Awards granted under the Plan may, in the discretion of the Committee, be granted either alone or in
addition to, in tandem with, or in substitution for, any other Award granted under the Plan. If an Award is granted in substitution
for another Award, the Committee may require the surrender of such other Award in consideration of the grant of the new Award.
Awards granted in addition to or in tandem with other Awards may be granted either at the same time as or at a different time from
the grant of such other Awards.


 


13.2. EXCHANGE PROVISIONS.
The Committee may at any time offer to exchange or buy out any previously granted Award for a payment in cash, Stock, or another
Award (subject to Section 14.1), based on the terms and conditions the Committee determines and communicates to the Participant
at the time the offer is made, and after taking into account the tax, securities and accounting effects of such an exchange.


 


13.3. TERM OF AWARD.
The term of each Award shall be for the period as determined by the Committee, provided that in no event shall the term of any
Incentive Stock Option or a Stock Appreciation Right granted in tandem with the Incentive Stock Option exceed a period of ten years
from the date of its grant (or, if Section 7.2(e) applies, five years from the date of its grant).


 





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13.4. FORM OF PAYMENT
FOR AWARDS. Subject to the terms of the Plan and any applicable law or Award Agreement, payments or transfers to be made by
the Corporation or a Parent or Subsidiary on the grant or exercise of an Award may be made in such form as the Committee determines
at or after the time of grant, including without limitation, cash, Stock, other Awards, or other property, or any combination,
and may be made in a single payment or transfer, in installments, or on a deferred basis, in each case determined in accordance
with rules adopted by, and at the discretion of, the Committee.


 


13.5. LIMITS ON TRANSFER.
No right or interest of a Participant in any unexercised or restricted Award may be pledged, encumbered, or hypothecated to or
in favor of any party other than the Corporation or a Parent or Subsidiary, or shall be subject to any lien, obligation, or liability
of such Participant to any other party other than the Corporation or a Parent or Subsidiary. No unexercised or restricted Award
shall be assignable or transferable by a Participant other than by will or the laws of descent and distribution or, except in the
case of an Incentive Stock Option, pursuant to a domestic relations order that would satisfy Section 414(p)(1)(A) of the Code if
such Section applied to an Award under the Plan; provided, however, that the Committee may (but need not) permit other transfers
where the Committee concludes that such transferability (i) does not result in accelerated taxation, (ii) does not cause any Option
intended to be an incentive stock option to fail to be described in Code Section 422(b), and (iii) is otherwise appropriate and
desirable, taking into account any factors deemed relevant, including without limitation, state or federal tax or securities laws
applicable to transferable Awards.



 


13.6. BENEFICIARIES.
Notwithstanding Section 13.5, a Participant may, in the manner determined by the Committee, designate a beneficiary to exercise
the rights of the Participant and to receive any distribution with respect to any Award upon the Participant’s death. A beneficiary,
legal guardian, legal representative, or other person claiming any rights under the Plan is subject to all terms and conditions
of the Plan and any Award Agreement applicable to the Participant, except to the extent the Plan and Award Agreement otherwise
provide, and to any additional restrictions deemed necessary or appropriate by the Committee. If no beneficiary has been designated
or survives the Participant, payment shall be made to the Participant’s estate. Subject to the foregoing, a beneficiary designation
may be changed or revoked by a Participant at any time provided the change or revocation is filed with the Committee.


 



13.7. STOCK CERTIFICATES.
All Stock certificates delivered under the Plan are subject to any stop-transfer orders and other restrictions as the Committee
deems necessary or advisable to comply with federal or state securities laws, rules and regulations and the rules of any national
securities exchange or automated quotation system on which the Stock is listed, quoted, or traded. The Committee may place legends
on any Stock certificate to reference restrictions applicable to the Stock.


 




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13.8. ACCELERATION UPON
DEATH OR DISABILITY OR RETIREMENT. Notwithstanding any other provision in the Plan or any Participant’s Award Agreement
to the contrary, the Committee may, in its sole discretion at any time upon the Participant’s death or Disability during
his employment or service as a director or consultant, or upon the Participant’s Retirement, determine that all or a portion
of a Participant’s outstanding Options, Stock Appreciation Rights, and other Awards in the nature of rights that may be exercised
shall become fully exercisable and all or a portion of the restrictions on outstanding Awards lapse. Any Option or Stock Appreciation
Rights Awards shall thereafter continue or lapse in accordance with the other provisions of the Plan and the Award Agreement. To
the extent that any action under this provision causes Incentive Stock Options to exceed the dollar limitation set forth in Section
7.2(d), the excess Options shall be deemed to be Non-Qualified Stock Options.


 


13.9. ACCELERATION UPON
A CHANGE IN CONTROL. Except as otherwise provided in the Award Agreement, the Committee may, in its sole discretion at any
time upon the occurrence of a Change in Control, determine that all or a portion of a Participant’s outstanding Options,
Stock Appreciation Rights, and other Awards in the nature of rights that may be exercised shall become fully exercisable and all
or a portion of the restrictions on outstanding Awards lapse; provided, however that the Committee must consult with the Corporation’s
accountants to determine if such acceleration would preclude the use of “pooling of interest” accounting treatment
for a Change in Control transaction that (a) would otherwise qualify for such accounting treatment, and (b) is contingent upon
qualifying for such accounting treatment. To the extent that any action under this provision causes Incentive Stock Options to
exceed the dollar limitation set forth in Section 7.2(d), the excess Options shall be deemed to be Non-Qualified Stock Options.



 


13.10. ACCELERATION
UPON CERTAIN EVENTS NOT CONSTITUTING A CHANGE IN CONTROL. In the event of the occurrence of any circumstance, transaction
or event not constituting a Change in Control (as defined in Section 3.1) but which the Board of Directors deems to be, or to
be reasonably likely to lead to, an effective change in control of the Corporation of a nature that would be required to be reported
in response to Item 6(e) of Schedule 14A of the 1934 Act, the Committee may in its sole discretion declare all outstanding Options,
Stock Appreciation Rights, and other Awards in the nature of rights that may be exercised to be fully exercisable, and/or all
restrictions on all outstanding Awards to have lapsed, in each case, as of such date as the Committee may, in its sole discretion,
declare, which may be on or before the consummation of such transaction or event. To the extent that this provision causes Incentive
Stock Options to exceed the dollar limitation set forth in Section 7.2(d), the excess Options shall be deemed to be Non-Qualified
Stock Options.


 




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13.11. ACCELERATION
FOR ANY OTHER REASON. Regardless of whether an event has occurred as described in Section 13.10 above, the Board may in its
sole discretion at any time determine that all or a portion of a Participant’s Options, Stock Appreciation Rights, and other
Awards in the nature of rights that may be exercised shall become fully or partially exercisable, and/or that all or a part of
the restrictions on all or a portion of the outstanding Awards shall lapse, in each case, as of such date as the Board may, in
its sole discretion, declare. The Board may discriminate among Participants and among Awards granted to a Participant in exercising
its discretion pursuant to this Section 13.11.


 


13.12. EFFECT OF ACCELERATION.
If an Award is accelerated under Section 13.9, 13.10, or 13.11, the Committee may, in its sole discretion, provide (i) that the
Award will expire after a designated period of time after such acceleration to the extent not then exercised, (ii) that the Award
will be settled in cash rather than Stock, (iii) that the Award will be assumed by another party to the transaction giving rise
to the acceleration or otherwise be equitably converted in connection with such transaction, or (iv) any combination of the foregoing.
The Committee’s determination need not be uniform and may be different for different Participants whether or not such Participants
are similarly situated.


 


13.13. PERFORMANCE GOALS.
The Committee may determine that any Award granted pursuant to this Plan to a Participant (including, but not limited to, Participants
who are Covered Employees) shall be determined solely on the basis of (a) the achievement by the Corporation or a Parent or Subsidiary
of a specified target return, or target growth in return, on equity or assets, (b) the Corporation’s stock’s Fair Market
Value, (c) the Corporation’s total shareholder return (stock price appreciation plus reinvested dividends) relative to a
defined comparison group or target over a specific performance period, (d) the achievement by a business unit of the Corporation,
Parent or Subsidiary of a specified target, or target growth in, net income or earnings per share, or (e) any combination of the
goals set forth in (a) through (d) above. If an Award is made on such basis, the Committee has the right for any reason to reduce
(but not increase) the Award, notwithstanding the achievement of a specified goal. If an Award is made on such basis, the Committee
shall establish goals prior to the beginning of the period for which such performance goal relates (or such later date as may be
permitted under Code Section 162(m) or the regulations thereunder). Any payment of an Award granted with performance goals shall
be conditioned on the written certification of the Committee in each case that the performance goals and any other material conditions
were satisfied.



 


13.14. TERMINATION OF
EMPLOYMENT. Whether military, government or other service or other leave of absence shall constitute a termination of employment
shall be determined in each case by the Committee at its discretion, and any determination by the Committee shall be final and
conclusive. A termination of employment shall not occur in a circumstance in which a Participant transfers from the Corporation
to one of its Parents or Subsidiaries, transfers from a Parent or Subsidiary to the Corporation, or transfers from one Parent or
Subsidiary to another Parent or Subsidiary.


 




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13.15. LOAN PROVISIONS.
With the consent of the Committee, the Corporation may make, guarantee or arrange for a loan or loans to a Participant with respect
to the exercise of any Option granted under this Plan and/or with respect to the payment of the purchase price, if any, of any
Award granted hereunder and/or with respect to the payment by the Participant of any or all federal and/or state income taxes due
on account of the granting or exercise of any Award hereunder. The Committee shall have full authority to decide whether to make
a loan or loans hereunder and to determine the amount, terms and provisions of any such loan or loans, including the interest rate
to be charged in respect of any such loan or loans, whether the loan or loans are to be made with or without recourse against the
borrower, the terms on which the loan is to be repaid and the conditions, if any, under which the loan or loans may be forgiven.


 


13.16. VESTING.
Notwithstanding anything else herein to the contrary, no Award may vest, other than as a result of any provisions of Article 13
governing the acceleration of vesting or lapsing of restrictions of this Plan, at a rate of more than 1/3 for the first year and
1/36th per month for each month of the remaining two years unless otherwise authorized by the Board.


 


Article
14

CHANGES IN CAPITAL STRUCTURE


 


14.1. GENERAL. In
the event a stock dividend is declared upon the Stock, the authorization limit under Section 5.1 shall be increased proportionately,
and the shares of Stock then subject to each Award shall be increased proportionately without any change in the aggregate purchase
price therefor. In the event the Stock shall be changed into or exchanged for a different number or class of shares of stock or
securities of the Corporation or of another corporation, whether through reorganization, recapitalization, reclassification, share
exchange, stock split-up, combination of shares, merger or consolidation, the authorization limit under Section 5.1 shall be adjusted
proportionately, and there shall be substituted for each such share of Stock then subject to each Award the number and class of
shares into which each outstanding share of Stock shall be so exchanged, all without any change in the aggregate purchase price
for the shares then subject to each Award, or, subject to Section 15.2, there shall be made such other equitable adjustment as
the Committee shall approve.


 


Article
15

AMENDMENT, MODIFICATION AND TERMINATION


 


15.1. AMENDMENT, MODIFICATION
AND TERMINATION. The Board or the Committee may, at any time and from time to time, amend, modify or terminate the Plan without
shareholder approval; provided, however, that the Board or Committee may condition any amendment or modification on the approval
of shareholders of the Corporation if such approval is necessary or deemed advisable with respect to tax, securities or other applicable
laws, policies or regulations.



 


15.2. AWARDS PREVIOUSLY
GRANTED. At any time and from time to time, the Committee may amend, modify or terminate any outstanding Award without approval
of the Participant; provided, however, that, subject to the terms of the applicable Award Agreement, such amendment, modification
or termination shall not, without the Participant’s consent, reduce or diminish the value of such Award determined as if
the Award had been exercised, vested, cashed in or otherwise settled on the date of such amendment or termination. No termination,
amendment, or modification of the Plan shall adversely affect any Award previously granted under the Plan, without the written
consent of the Participant.


 


Article
16

GENERAL PROVISIONS


 


16.1. NO RIGHTS TO AWARDS.
No Participant or any eligible participant shall have any claim to be granted any Award under the Plan, and neither the Corporation
nor the Committee is obligated to treat Participants or eligible participants uniformly.


 


16.2. NO STOCKHOLDER
RIGHTS. No Award gives the Participant any of the rights of a shareholder of the Corporation unless and until shares of Stock
are in fact issued to such person in connection with such Award.


 


16.3. WITHHOLDING.
The Corporation or any Parent or Subsidiary shall have the authority and the right to deduct or withhold, or require a Participant
to remit to the Corporation, an amount sufficient to satisfy federal, state, and local taxes (including the Participant’s
FICA obligation) required by law to be withheld with respect to any taxable event arising as a result of the Plan. With respect
to withholding required upon any taxable event under the Plan, the Committee may, at the time the Award is granted or thereafter,
require or permit that any such withholding requirement be satisfied, in whole or in part, by withholding from the Award shares
of Stock having a Fair Market Value on the date of withholding equal to the minimum amount (and not any greater amount) required
to be withheld for tax purposes, all in accordance with such procedures as the Committee establishes.


 


16.4. NO RIGHT TO CONTINUED
SERVICE. Nothing in the Plan or any Award Agreement shall interfere with or limit in any way the right of the Corporation or
any Parent or Subsidiary to terminate any Participant’s employment or status as an officer, director or consultant at any
time, nor confer upon any Participant any right to continue as an employee, officer, director or consultant of the Corporation
or any Parent or Subsidiary.


 


16.5. UNFUNDED STATUS
OF AWARDS. The Plan is intended to be an “unfunded” plan for incentive and deferred compensation. With respect
to any payments not yet made to a Participant pursuant to an Award, nothing contained in the Plan or any Award Agreement shall
give the Participant any rights that are greater than those of a general creditor of the Corporation or any Parent or Subsidiary.


 




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16.6. INDEMNIFICATION.
To the extent allowable under applicable law, each member of the Committee shall be indemnified and held harmless by the Corporation
from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by such member in connection with or
resulting from any claim, action, suit, or proceeding to which such member may be a party or in which he may be involved by reason
of any action or failure to act under the Plan and against and from any and all amounts paid by such member in satisfaction of
judgment in such action, suit, or proceeding against him provided he gives the Corporation an opportunity, at its own expense,
to handle and defend the same before he undertakes to handle and defend it on his own behalf. The foregoing right of indemnification
shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Corporation’s
Articles of Incorporation or Bylaws, as a matter of law, or otherwise, or any power that the Corporation may have to indemnify
them or hold them harmless.


 


16.7. RELATIONSHIP TO
OTHER BENEFITS. No payment under the Plan shall be taken into account in determining any benefits under any pension, retirement,
savings, profit sharing, group insurance, welfare or benefit plan of the Corporation or any Parent or Subsidiary unless provided
otherwise in such other plan.


 


16.8. EXPENSES.
The expenses of administering the Plan shall be borne by the Corporation and its Parents or Subsidiaries.


 


16.9. TITLES AND HEADINGS.
The titles and headings of the Sections in the Plan are for convenience of reference only, and in the event of any conflict, the
text of the Plan, rather than such titles or headings, shall control.


 


16.10. GENDER AND NUMBER.
Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine; the plural shall
include the singular and the singular shall include the plural.


 


16.11. GOVERNMENT AND
OTHER REGULATIONS. The obligation of the Corporation to make payment of awards in Stock or otherwise shall be subject to all
applicable laws, rules, and regulations, and to such approvals by government agencies as may be required. The Corporation shall
be under no obligation to register under the 1933 Act, or any state securities act, any of the shares of Stock issued in connection
with the Plan. The shares issued in connection with the Plan may in certain circumstances be exempt from registration under the
1933 Act, and the Corporation may restrict the transfer of such shares in such manner as it deems advisable to ensure the availability
of any such exemption.


 


16.12. GOVERNING LAW.
To the extent not governed by federal law, the Plan and all Award Agreements shall be construed in accordance with and governed
by the laws of the State of North Carolina.


 


16.13. ADDITIONAL PROVISIONS.
Each Award Agreement may contain such other terms and conditions as the Committee may determine; provided that such other terms
and conditions are not inconsistent with the provisions of this Plan.


 


16.14. CODE SECTION
162(m). The deduction limits of Code Section 162(m) and the regulation thereunder do not apply to the Corporation until such
time, if any, as any class of the Corporation’s common equity securities is registered under Section 12 of the 1934 Act or
the Corporation otherwise meets the definition of a “publicly held corporation” under Treasury Regulation l.162-27(c)
or any successor provision. Upon becoming a publicly held corporation, the deduction limits of Code Section 162(m) and the regulations
thereunder shall not apply to compensation payable under this Plan until the expiration of the reliance period described in Treasury
Regulation 1.162-27(f) or any successor regulation.


 


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The foregoing is hereby
acknowledged as being the Humacyte, Inc. 2005 Stock Option Plan as adopted by the Board of Directors of the Corporation on ____________
______, 2005.


 


	 	HUMACYTE, INC.



	 	 	 
	 	By:  	 
	 	 	 
	 	Its:	 


 





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