Exhibit
10.22.1


 


FIRST
AMENDMENT TO LEASE


 


THIS
FIRST AMENDMENT TO LEASE (this “First Amendment”) is made as of September 30, 2016, 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 now parties to that certain Lease Agreement dated as of December 31, 2015, as amended by that certain
letter agreement dated January 29, 2016 (as amended, the “Lease”). Pursuant to the Lease, Tenant leases certain
premises consisting of approximately 58,395 rentable square feet (“Original Premises”) on the first and second
floors of that certain building located at 2525 E. NC Highway 54, Durham, North Carolina. The Original 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 caused the Premises and the Building to be re-measured, which re-measurement has resulted in revised square footages
for the Premises and the Building.


 


C. Landlord and Tenant desire, subject to the terms and conditions set forth below, to amend the Lease to, among other things, (i)
expand the size of the Original Premises by adding that portion of the second floor of the Building consisting of approximately
12,047 rentable square feet, as shown on Exhibit A attached to this First Amendment (“Expansion Premises”),
and (ii) amend the defined terms for Premises, Rentable Area of Premises and Rentable Area of Project to account for the
revised square footage pursuant to the re-measurement.


 


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



 


		2.	Delivery.
                                         The “Expansion Premises Commencement Date” shall occur 1 business
                                         day after the mutual execution and delivery of this First Amendment by the parties. Landlord
                                         shall deliver the Expansion Premises to Tenant on the 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 “Expansion Premises Commencement Date” with respect to Tenant’s
                                         lease of the Expansion Premises.



 


Except
as set forth in the Lease or in this First Amendment: (i) Tenant shall accept the Expansion Premises in their condition as of
the Expansion Premises Commencement Date; (ii) Landlord shall have no obligation for any defects in the Expansion Premises; and
(iii) Tenant’s taking possession of the Expansion Premises shall be conclusive evidence that Tenant accepts the Expansion
Premises and that the 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 First 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 Expansion
Premises, and/or the suitability of the Expansion Premises for the conduct of Tenant’s business, and Tenant waives any implied
warranty that the Expansion Premises are suitable for the Permitted Use.


 


		3.	Premises
                                         and Rentable Area of Premises. As of the date of this First Amendment, the defined
                                         terms “Premises,” “Rentable Area of Premises” and
                                         “Rentable Area of Project” 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 70,525 rentable square feet, consisting of (i) approximately 43,614
rentable square feet on the first floor of the Building, and (ii) approximately 26,911 rentable square feet on the second floor
of the Building, all as determined by Landlord, as shown on Exhibit A.”


 


“Rentable
Area of Premises: 70,525 sq. ft.”


 


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


 


As
of the date of this First Amendment, Exhibit A to the Lease shall be amended to include the Expansion Premises as shown
on Exhibit A attached to this First Amendment.


 


Landlord
and Tenant acknowledge and agree that the Landlord’s Work required under the Lease to be performed by Landlord has been
completed.


 


		4.	Rent
                                         Commencement Date. Notwithstanding anything to the contrary contained in the
                                         Lease, the “Rent Commencement Date” shall be April 1, 2017.



 


		5.	Base
                                         Rent. Tenant shall commence paying Base Rent for the Original Premises and the
                                         Expansion Premises on the Rent Commencement Date at the per rentable square foot amount
                                         of Base Rent provided for in the Lease.



 


		6.	Tenant’s
                                         Share. As of the date of this First Amendment, 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: 84.97%


 


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


 


		7.	Additional
                                         TI Allowance. In addition to the TI Allowance (as defined in the Work Letter),
                                         Landlord shall, subject to the terms of the Work Letter, make available to Tenant an
                                         “Additional TI Allowance” in the amount of $55.00 per rentable square
                                         foot of the Premises (including the Expansion Premises) for the construction of Tenant
                                         Improvements in the Premises (including the Expansion Premises) pursuant to and in accordance
                                         with the terms of the Work Letter. For every $1.00 of the Additional TI Allowance Tenant
                                         elects to use, Tenant shall pay Additional Rent under the Lease equal to $0.1585 per
                                         rentable square foot of the Premises per year. For example, if the entire Additional
                                         TI 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 Premises per year, which
                                         Additional Rent shall be due on the first day of each month of the Base Term commencing
                                         on the Rent Commencement Date. The Additional Rent payable pursuant to this Section
                                         7 shall be increased on each Adjustment Date by the Rent Adjustment Percentage.


 



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For
the avoidance of doubt, subject to the terms of Section 5(a) of the Work Letter and the terms of this Section 7,
Tenant is entitled to the TI Allowance and the Additional TI Allowance, which together equal $110.00 per rentable square foot
of the Premises (including the Expansion Premises) in the aggregate. If Landlord disburses the full amount of the TI Allowance
and the full amount of the Additional TI Allowance, then, commencing on the Rent Commencement Date, Tenant shall be required to
pay Base Rent in the amount of $23.67 per rentable square foot of the Premises per year, plus Additional Rent pursuant to this
Section 7 in the amount of $8.72 per rentable square foot of the Premises per year for a total of $32.39 per rentable square
foot of the Premises per year.


 


The
reference to “18 months after the Commencement Date” in the last paragraph of Section 5(b) of the Work Letter
is hereby amended and restated to March 31, 2018.


 


		8.	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.



 


		9.	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 First 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 First Amendment.
                                         Landlord shall be responsible for all commissions due to Foundry Commercial arising out
                                         of the execution of this First Amendment in accordance with the terms of a separate written
                                         agreement between Foundry Commercial and Landlord.



 


		10.	Miscellaneous.



 


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


 


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


 


c.
This First 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 First Amendment attached thereto.


 


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


 






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


 


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




 

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


 


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



 




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