Exhibit 10.23


 


 


FORM OF 


INDEMNITY AGREEMENT 


 


THIS INDEMNITY AGREEMENT (this “Agreement”)
dated as of _______________, is made by and between Humacyte, INC., a Delaware
corporation (the “Company”), and _________________ (“Indemnitee”).


 


RECITALS


 


A. The Company desires to attract and retain the services of
highly qualified individuals as directors, officers, employees and agents.


 


B. The Company’s second amended and restated certificate
of incorporation (the “Certificate of Incorporation”) and bylaws (the “Bylaws”) require
that the Company indemnify its directors and officers, and empowers the Company to indemnify its employees and agents, as authorized by
the Delaware General Corporation Law, as amended (the “Code”), under which the Company is organized, and such
Certificate of Incorporation and Bylaws expressly provide that the indemnification provided therein is not exclusive and contemplates
that the Company may enter into separate agreements with its directors, officers and other persons to set forth specific indemnification
provisions.


 


C. The Board of Directors of the Company (the “Board”)
has concluded that, to retain and attract talented and experienced individuals to serve or continue to serve as officers or directors
of the Company or as an Agent (as hereinafter defined), and to encourage such individuals to take the business risks necessary for the
success of the Company, it is necessary for the Company contractually to indemnify Agents and to assume for itself, to the fullest extent
permitted by law, expenses and damages in connection with claims against such Agents in connection with their service to the Company.


 


D. The Company desires and has requested Indemnitee to serve
or continue to serve as an Agent of the Company, as the case may be, and has proffered this Agreement to Indemnitee as an additional inducement
to serve in such capacity.


 


E. Indemnitee is willing to serve, or to continue to serve,
as an Agent of the Company, as the case may be, if Indemnitee is furnished the indemnity provided for herein by the Company.


 


AGREEMENT


 


NOW THEREFORE, in consideration of the mutual covenants and
agreements set forth herein, the parties hereto, intending to be legally bound, hereby agree as follows:


 


1. Definitions.


 


(a) Agent. For purposes of this Agreement, the term “Agent”
of the Company means any person who: (i) is or was a director, officer, employee, agent, or other fiduciary of the Company or a subsidiary
of the Company; or (ii) is or was serving at the request or for the convenience of, or representing the interests of, the Company or
a subsidiary of the Company, as a director, officer, employee, agent, or other fiduciary of a foreign or domestic corporation, partnership,
joint venture, trust or other enterprise. Any person who is or was serving as a director, officer, employee or agent of the Company or
a subsidiary of the Company shall be deemed to be serving, or have served, at the request of the Company.


 






     


     


    

 


(b) Change in Control. For purposes of this Agreement, a “Change
in Control” shall be deemed to have occurred if (i) any “person” (as such term is used in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than a trustee or other
fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders
of the Company in substantially the same proportions as their ownership of stock of the Company), is or becomes the “beneficial
owner” (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing 50% or more
of the total voting power represented by the Company’s then outstanding Voting Securities, (ii) during any period of two consecutive
years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period are members
of the Company’s Board (the “Incumbent Board”) cease for any reason to constitute at least a majority
of the members of the Company’s Board (provided, however, that if the appointment or election (or nomination for election)
of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such
new member shall be considered as a member of the Incumbent Board), or (iii) the stockholders of the Company approve a merger or consolidation
of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Company
outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities
of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving
entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation
of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially
all of the Company’s assets.


 


(c) Expenses. For purposes of this Agreement, the term “Expenses”
shall be broadly construed and shall include, without limitation, all direct and indirect costs of any type or nature whatsoever (including,
without limitation, all attorneys’, witness, or other professional fees and related disbursements, and other out-of-pocket costs
of whatever nature) actually and reasonably incurred by Indemnitee in connection with the investigation, defense, settlement or appeal
of a proceeding or establishing or enforcing a right to indemnification under this Agreement, the Code or otherwise.


 


(d) Enterprise. For purposes of this Agreement, the term “Enterprise”
means any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other entity for which
Indemnitee is or was serving at the request of the Company as an Agent


 


(e) Independent Counsel. For purposes of this Agreement, the
term “Independent Counsel” means a law firm, or a partner (or, if applicable, member) of such a law firm, that
is experienced in matters of corporation law and neither presently is, nor in the past five years has been, retained to represent: (i)
the Company or any of its subsidiaries or affiliates, or Indemnitee in any matter material to either such party, or (ii) any other party
to the proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel”
shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest
in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement. The Company
will pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any
and all expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.


 


(f) Liabilities. For purposes of this
Agreement, the term “Liabilities” shall be broadly construed and shall include, without limitation, judgments,
damages, deficiencies, liabilities, losses, penalties, excise taxes, fines, assessments and amounts paid in settlement, including any
interest and any federal, state, local or foreign taxes imposed as a result of the actual or deemed receipt of any payment under this
Agreement.


 


(g) Proceedings. For purposes of this Agreement, the term “proceeding” shall be broadly construed and
shall include, without limitation, any threatened, pending, or completed action, suit, claim, counterclaim, cross claim, arbitration,
mediation, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing, or any other actual, threatened or
completed proceeding, whether brought in the right of the Company or otherwise and whether of a civil, criminal, administrative or investigative
nature, and whether formal or informal in any case, in which Indemnitee was, is or will be involved as a party, potential party, non-party
witness, or otherwise by reason of: (i) the fact that Indemnitee is or was a director or officer of the Company; (ii) the fact that any
action taken by Indemnitee (or a failure to take action by Indemnitee) or of any action (or failure to act) on Indemnitee’s part
while acting as an Agent; or (iii) the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, and in any such case
described above, whether or not serving in any such capacity at the time any Liability or Expense is incurred for which indemnification,
reimbursement, or advancement of Expenses may be provided under this Agreement. If the Indemnitee believes in good faith that a given
situation may lead to or culminate in the institution of a proceeding, this shall be considered a proceeding under this paragraph.


 




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(h) Subsidiary. For purposes of this Agreement, the term “subsidiary”
means any corporation, limited liability company, or other entity, of which more than 50% of the outstanding voting securities or equity
interests are owned, directly or indirectly, by the Company and one or more of its subsidiaries, and any other corporation, limited liability
company, partnership, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the request
of the Company as an Agent.


 


(i) Voting Securities. For purposes of this Agreement, “Voting
Securities” shall mean any securities of the Company that vote generally in the election of directors.


 


2. Agreement to Serve. Indemnitee will serve, or continue to
serve, as the case may be, as an Agent, faithfully and to the best of his or her ability, at the will of such entity designated by the
Company and at the request of the Company (or under separate agreement, if such agreement exists), in the capacity Indemnitee currently
serves such entity, so long as Indemnitee is duly appointed or elected and qualified in accordance with the applicable provisions of the
governance documents of such entity, or until such time as Indemnitee tenders his or her resignation in writing; provided, however,
that nothing contained in this Agreement is intended as an employment agreement between Indemnitee and the Company or any of its subsidiaries
or to create any right to continued employment of Indemnitee with the Company or any of its subsidiaries in any capacity.


 


The Company acknowledges that it has entered into this Agreement and
assumes the obligations imposed on it hereby, in addition to and separate from its obligations to Indemnitee under the Certificate of
Incorporation and the Bylaws, to induce Indemnitee to serve, or continue to serve, as an Agent, and the Company acknowledges that Indemnitee
is relying upon this Agreement in serving as an Agent.


 


3. Indemnification.


 


(a) Indemnification in Third Party Proceedings. Subject to Section
10 below, the Company shall indemnify Indemnitee to the fullest extent permitted by the Code, as the same may be amended from time to
time (but, to the fullest extent of the law, only to the extent that such amendment permits Indemnitee to broader indemnification rights
than the Code permitted prior to adoption of such amendment), if Indemnitee is a party to or threatened to be made a party to or otherwise
involved in any proceeding, other than a proceeding by or in the right of the Company to procure a judgment in its favor, for any and
all Expenses and Liabilities (including all interest, assessments and other charges paid or payable in connection with or in respect of
such Expenses and Liabilities) incurred by Indemnitee in connection with the investigation, defense, settlement or appeal of such proceeding,
if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the
Company and, in the case of a criminal proceeding had no reasonable cause to believe that Indemnitee’s conduct was unlawful. The
parties hereto intend that this Agreement shall provide to the fullest extent permitted by law for indemnification in excess of that expressly
permitted by statute, including, without limitation, any indemnification provided by the Certificate of Incorporation, the Bylaws, vote
of the Company’s stockholders or disinterested directors, or applicable law.


 


(b) Indemnification in Derivative Actions and Direct Actions by
the Company. Subject to Section 10 below, the Company shall indemnify Indemnitee to the fullest extent permitted by the Code, as the
same may be amended from time to time (but, fullest extent permitted by applicable law, only to the extent that such amendment permits
Indemnitee to broader indemnification rights than the Code permitted prior to adoption of such amendment), if Indemnitee is a party to
or threatened to be made a party to or otherwise involved in any proceeding by or in the right of the Company to procure a judgment in
its favor, against any and all (i) Expenses and (ii) to the fullest extent permitted by law, Liabilities actually and reasonably incurred
by Indemnitee in connection with the investigation, defense, settlement, or appeal of such proceedings, if Indemnitee acted in good faith
and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, except that with respect
to both clauses (i) and (ii) hereof, no indemnification for Expenses shall be made under this Section 3(b) in respect of any claim, issue
or matter as to which Indemnitee shall have been finally adjudged by a court competent jurisdiction to be liable to the Company, unless
and only to the extent that the Chancery Court of the State of Delaware or any court in which the proceeding was brought shall determine
upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and
reasonably entitled to indemnification.


 




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4. Indemnification of Expenses of Successful Party. To the fullest
extent permitted by law, the Company shall indemnify Indemnitee against all Expenses in connection with a proceeding to the extent that
Indemnitee has been successful on the merits or otherwise in defense of any proceeding or in defense of any claim, issue or matter therein,
in whole or part, including the dismissal of any action without prejudice. If Indemnitee is not wholly successful in such proceeding but
is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such proceeding, the Company
shall indemnify Indemnitee against all Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with or related to
each successfully resolved claim, issue or matter to the fullest extent permitted by law.


 


5. Partial Indemnification; Witness Indemnification. If Indemnitee
is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any Expenses and Liabilities
incurred by Indemnitee in the investigation, defense, settlement or appeal of a proceeding, but is precluded by applicable law or the
specific terms of this Agreement to indemnification for the total amount thereof, the Company shall nevertheless indemnify Indemnitee
for the portion thereof to which Indemnitee is entitled. Notwithstanding any other provision of this Agreement, to the fullest extent
permitted by applicable law and to the extent that Indemnitee is, by reason of Indemnitee’s acting as an Agent, a witness or otherwise
asked to participate in any proceeding to which Indemnitee is not a party, Indemnitee shall be indemnified against all Expenses incurred
by Indemnitee or on Indemnitee’s behalf in connection therewith.


 


6. Advancement of Expenses. To the extent not prohibited by
law, the Company shall advance the Expenses incurred by Indemnitee in connection with any proceeding, and such advancement shall be made
within 30 days after the receipt by the Company of a statement or statements requesting such advances (which shall include invoices received
by Indemnitee in connection with such Expenses but, in the case of invoices in connection with legal services, any references to legal
work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included
with the invoice). Advances shall be unsecured, interest free and without regard to Indemnitee’s ability to repay the Expenses.
Advances shall include any and all Expenses incurred by Indemnitee pursuing an action to enforce Indemnitee’s right to indemnification
under this Agreement or otherwise and this right of advancement, including expenses incurred preparing and forwarding statements to the
Company to support the advances claimed. Indemnitee acknowledges that the execution and delivery of this Agreement shall constitute an
undertaking providing that Indemnitee shall, to the fullest extent required by law, repay the advance (without interest) if and to the
extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee
is not entitled to be indemnified by the Company. The right to advances under this Section shall continue until final disposition of any
proceeding, including any appeal therein. This Section 6 shall not apply to any claim made by Indemnitee for which indemnity is excluded
pursuant to Section 10.


 


7. Notice and Other Indemnification Procedures.


 


(a) Notification of Proceeding. Indemnitee will notify the Company
in writing promptly upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating
to any proceeding or matter which may be subject to indemnification or advancement of Expenses covered hereunder. The written notification
to the Company shall include a description of the nature of the proceeding and the facts underlying the proceeding. The failure of Indemnitee
to so notify the Company shall not relieve the Company of any obligation which it may have to Indemnitee under this Agreement or otherwise
and any delay in so notifying the Company shall not constitute a waiver by Indemnitee of any rights under this Agreement. The Company
will be entitled to participate in the proceeding at its own expense.


 


(b) Request for Indemnification Payments. Indemnitee shall submit
to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee
and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification under the terms of this
Agreement, and shall request payment thereof by the Company.


 




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(c) Determination of Right to Indemnification Payments. Upon
written request by Indemnitee for indemnification pursuant to the Section 7(b) hereof, a determination with respect to Indemnitee’s
entitlement thereto shall be made in the specific case by one of the following four methods, which shall be at the election of the Board:
(1) by a majority vote of the disinterested directors, even though less than a quorum, (2) by a committee of disinterested directors
designated by a majority vote of the disinterested directors, even though less than a quorum, (3) if there are no disinterested directors
or if the disinterested directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered
to the Indemnitee, or (4) if so directed by the Board, by the stockholders of the Company; provided, however, that if there has
been a Change in Control, then such determination shall be made by Independent Counsel selected by Indemnitee and approved by the Company
(which approval shall not be unreasonably withheld). For purposes hereof, disinterested directors are those members of the Board who
are not parties to the action, suit or proceeding in respect of which indemnification is sought by Indemnitee. Determination of Indemnitee’s
entitlement to indemnification shall be made by the Company within 60 days after receipt of the written request of Indemnitee. Claims
for advancement of Expenses shall be made under the provisions of Section 6 herein.


 


(d) Application for Enforcement. In the event the Company fails to make timely payments as set forth in Sections 6 or 7(c) above,
Indemnitee shall have the right to apply to the Chancery Court of the State of Delaware for the purpose of enforcing Indemnitee’s
right to indemnification or advancement of Expenses pursuant to this Agreement. In such an enforcement hearing or proceeding, the burden
of proof shall be on the Company to prove that indemnification or advancement of Expenses to Indemnitee is not required under this Agreement
or permitted by applicable law. Any determination by the Company (including its Board, a committee thereof or Independent Counsel) or
stockholders, that Indemnitee is not entitled to indemnification hereunder, shall not be a defense by the Company to the action
nor create any presumption that Indemnitee is not entitled to indemnification or advancement of Expenses hereunder.


 


(e) Indemnification of Certain Expenses. The Company shall indemnify
Indemnitee against all Expenses incurred in connection with any hearing or proceeding under this Section 7 unless the Company prevails
in such hearing or proceeding on the merits in all material respects.


 


8. Presumptions and Effect of Certain Proceedings.


 


(a) In making a determination with respect to entitlement to
indemnification hereunder, the person or persons or entity making such determination will, to the fullest extent not prohibited by law,
presume Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance
with Section 7 of this Agreement, and the Company will, to the fullest extent not prohibited by law, have the burden of proof to overcome
that presumption. Neither the failure of the Company (including by its directors or Independent Counsel) to have made a determination
prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee
has met the applicable standard of conduct, nor an actual determination by the Company (including by its directors or Independent Counsel)
that Indemnitee has not met such applicable standard of conduct, will be a defense to the action or create a presumption that Indemnitee
has not met the applicable standard of conduct.


 


(b) If the determination of the Indemnitee’s entitlement
to indemnification has not made pursuant to Section 7 within 60 days after the later of (i) receipt by the Company of Indemnitee’s
request for indemnification pursuant to Section 7 and (ii) the final disposition of the proceeding for which Indemnitee requested indemnification
(the “Determination Period”), the requisite determination of entitlement to indemnification will, to the fullest
extent not prohibited by law, be deemed to have been made and Indemnitee will be entitled to such indemnification, absent (A) a misstatement
by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading,
in connection with the request for indemnification, or (B) a prohibition of such indemnification under applicable law. The Determination
Period may be extended for a reasonable time, not to exceed an additional 30 days, if the person, persons or entity making the determination
with respect to entitlement to indemnification in good faith requires such additional time for the obtaining or evaluating of documentation
and/or information relating thereto; and provided, further, the Determination Period may be extended an additional 15 days if the determination
of entitlement to indemnification is to be made by the stockholders pursuant to Section 7(c) of this Agreement.


 


(c) The termination of any proceeding or of any claim, issue
or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, will not
(except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create
a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to
the best interests of the Company or, with respect to any criminal proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s
conduct was unlawful.


 




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(d) For purposes of any determination of good faith, Indemnitee
will be deemed to have acted in good faith if Indemnitee acted based on the records or books of account of the Company, its subsidiaries,
or an Enterprise, including financial statements, or on information supplied to Indemnitee by the directors or officers of the Company,
its subsidiaries, or an Enterprise in the course of their duties, or on the advice of legal counsel for the Company, its subsidiaries,
or an Enterprise or on information or records given or reports made to the Company or an Enterprise by an independent certified public
accountant or by an appraiser, financial advisor or other expert selected with reasonable care by or on behalf of the Company, its subsidiaries,
or an Enterprise. Further, Indemnitee will be deemed to have acted in a manner “not opposed to the best interests of the Company,”
as referred to in this Agreement, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in the best interests
of the participants and beneficiaries of an employee benefit plan. The provisions of this Section 8(d) are not exclusive and do not limit
in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this
Agreement.


 


(e) The knowledge and/or actions, or failure to act, of any
director, officer, trustee, partner, managing member, fiduciary, agent or employee of the Enterprise may not be imputed to Indemnitee
for purposes of determining Indemnitee’s right to indemnification under this Agreement.


 


9. Insurance. To the extent that the Company maintains an insurance
policy or policies providing liability insurance for Agents or for agents of any other Enterprise, Indemnitee shall be covered by such
policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such Agent or agent under
such policy or policies. If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, the Company has director
and officer liability insurance in effect or otherwise potentially available, the Company shall give prompt notice of the commencement
of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter
take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of
such proceeding in accordance with the terms of such policies.


 


10. Exceptions.


 


(a) Certain Matters. Any provision herein to the contrary notwithstanding,
the Company shall not be obligated pursuant to the terms of this Agreement to indemnify Indemnitee on account of any proceeding with respect
to: (i) remuneration paid to Indemnitee if it is determined by final judgment or other final adjudication that such remuneration was in
violation of law (and, in this respect, both the Company and Indemnitee have been advised that the Securities and Exchange Commission
believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable
and that claims for indemnification should be submitted to appropriate courts for adjudication, as indicated in Section 10(d) below);
(ii) a final judgment rendered against Indemnitee for an accounting, disgorgement or repayment of profits made from the purchase or sale
by Indemnitee of securities of the Company against Indemnitee pursuant to the provisions of Section 16(b) of the Exchange Act or other
provisions of any federal, state or local statute or rules and regulations thereunder; (iii) a final judgment or other final adjudication
that Indemnitee’s conduct was in bad faith, knowingly fraudulent or deliberately dishonest or constituted willful misconduct (but
only to the extent of such specific determination); or (iv) a final judgment by a court of competent jurisdiction determining that indemnification
of Indemnitee is prohibited by applicable law. For purposes of the foregoing sentence, a final judgment or other adjudication may be reached
in either the underlying proceeding or action in connection with which indemnification is sought or a separate proceeding or action to
establish rights and liabilities under this Agreement.


 


(b) Claims Initiated by Indemnitee. Any provision herein to
the contrary notwithstanding, the Company shall not be obligated to indemnify or advance Expenses to Indemnitee with respect to proceedings
or claims initiated or brought by Indemnitee against the Company or its Agents and not by way of defense, except (i) with respect to proceedings
brought to establish or enforce a right to indemnification or advancement under this Agreement or under any other agreement, provision
in the Certificate of Incorporation or Bylaws or applicable law, or (ii) with respect to any other proceeding initiated by Indemnitee
that is either approved by the Board or Indemnitee’s participation is required by applicable law. However, indemnification or advancement
of Expenses may be provided by the Company in specific cases if the Board determines it to be appropriate.


 




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(c) Unauthorized Settlements. Any provision herein to the contrary
notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement to indemnify Indemnitee under this Agreement
for any amounts paid in settlement of a proceeding effected without the Company’s written consent. Neither the Company nor the Indemnitee
shall unreasonably withhold consent to any proposed settlement; provided, however, that the Company may in any event decline to
consent to (or to otherwise admit or agree to any liability for indemnification hereunder in respect of) any proposed settlement if the
Company is also a party in such proceeding and determines in good faith that such settlement is not in the best interests of the Company
and its stockholders. The Company shall not settle any proceeding in which Indemnitee is a party without Indemnitee’s written consent
unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all
liability on any claims that are the subject matter of such proceeding; provided, however, that Indemnitee will not unreasonably
withhold his or her consent to any proposed settlement.


 


(d) Securities Act Liabilities. Any provision herein to the
contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement to indemnify Indemnitee if such indemnification
would be a violation of any undertaking appearing in and required by the rules and regulations promulgated under the Securities Act of
1933, or in any registration statement filed with the SEC under the Act. Indemnitee acknowledges that paragraph (h) of Item 512 of Regulation
S-K currently generally requires the Company to undertake in connection with any registration statement filed under the Act to submit
the issue of the enforceability of Indemnitee’s rights under this Agreement in connection with any liability under the Act on public
policy grounds to a court of appropriate jurisdiction and to be governed by any final adjudication of such issue. Indemnitee specifically
agrees that any such undertaking shall supersede the provisions of this Agreement and to be bound by any such undertaking.


 


(e) Prior Payments. Any provision herein to the contrary notwithstanding,
the Company shall not be obligated pursuant to the terms of this Agreement to indemnify or advance Expenses to Indemnitee under this Agreement
for which payment has actually been made to or on behalf of Indemnitee under any insurance policy or other indemnity provision, except
with respect to any excess beyond the amount paid under any insurance policy or indemnity policy.


 


11. Nonexclusivity and Survival of Rights. The provisions for
indemnification and advancement of Expenses set forth in this Agreement shall not be deemed exclusive of any other rights which Indemnitee
may at any time be entitled under any provision of applicable law, the Certificate of Incorporation, Bylaws or other agreements, both
as to action in Indemnitee’s official capacity and Indemnitee’s action as an Agent, in any court in which a proceeding is
brought, and Indemnitee’s rights hereunder shall continue after Indemnitee has ceased acting as an Agent and shall inure to the
benefit of the heirs, executors, administrators and assigns of Indemnitee. The obligations and duties of the Company to Indemnitee under
this Agreement shall be binding on the Company and its successors and assigns until terminated in accordance with its terms. The Company
shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all
of the business or assets of the Company, expressly to assume and agree to perform this Agreement in the same manner and to the same extent
that the Company would be required to perform if no such succession had taken place.


 


No amendment, alteration or repeal of this Agreement or of any provision
hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee
in his or her corporate status prior to such amendment, alteration or repeal. To the extent that a change in the Code, whether by statute
or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Certificate
of Incorporation, Bylaws and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the
greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy,
and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, by Indemnitee shall
not prevent the concurrent assertion or employment of any other right or remedy by Indemnitee.


 


12. Term. All the rights and privileges afforded by this agreement,
including the right to indemnification and the advancement of legal fees provided under this Agreement, shall continue as to Indemnitee
for any action taken or not taken while serving in an indemnified capacity pertaining to an indemnifiable event even though Indemnitee
may have ceased to serve in such capacity at the time of any proceeding. No legal action shall be brought and no cause of action shall
be asserted by or in the right of the Company against an Indemnitee or an Indemnitee’s estate, spouse, heirs, executors or personal
or legal representatives after the expiration of five years from the date of accrual of such cause of action, and any claim or cause of
action of the Company shall be extinguished and deemed released unless asserted by the timely filing of a legal action within such five-year
period; provided, however, that if any shorter period of limitations is otherwise applicable to such cause of action, such shorter
period shall govern.


 




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13. Other Rights to Indemnification or Advancement; Subrogation.


 


(a) The Company hereby acknowledges that Indemnitee may have certain
rights to indemnification, advancement of Expenses and/or insurance provided by one or more other Persons, other than an Enterprise, with
whom or which Indemnitee may be associated (collectively, the “Secondary Indemnitors”). The relationship between
the Company and such Secondary Indemnitors with respect to the Indemnitee’s rights to indemnification, advancement of Expenses,
and insurance is described by this subsection, subject to the provisions of subsection (b) of this Section 13 with respect to a proceeding
concerning Indemnitee’s status with an Enterprise.


 


i. The Company hereby acknowledges and agrees:


 


(A) the Company is the indemnitor of first resort
with respect to any request for indemnification or advancement of Expenses made pursuant to this Agreement concerning any proceeding;


 


(B) the Company is primarily liable for all indemnification
and indemnification or advancement of Expenses obligations for any proceeding, whether created by law, organizational or constituent documents,
contract (including this Agreement) or otherwise;


 


(C) any obligation of any Secondary Indemnitor
to indemnify Indemnitee and/or advance Expenses to Indemnitee in respect of any proceeding are secondary to the obligations of the Company’s
obligations; and


 


(D) the Company will indemnify Indemnitee and advance
Expenses to Indemnitee hereunder to the fullest extent provided herein without regard to any rights Indemnitee may have against any Secondary
Indemnitor.


 


ii. The Company irrevocably waives, relinquishes and releases (A) any
Secondary Indemnitor from any claim of contribution, subrogation, reimbursement, exoneration or indemnification, or any other recovery
of any kind in respect of amounts paid by the Company to Indemnitee pursuant to this Agreement and (B) any right to participate in any
claim or remedy of Indemnitee against any Secondary Indemnitor, whether or not such claim, remedy or right arises in equity or under contract,
statute or common law, including, without limitation, the right to take or receive from any Secondary Indemnitor, directly or indirectly,
in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right.


 


iii. In the event any Secondary Indemnitor or their respective insurers
advances or extinguishes any liability or loss for Indemnitee, the payor has a right of subrogation against the Company or its insurers
for all amounts so paid which would otherwise be payable by the Company or its insurers under this Agreement. In no event will payment
by any Secondary Indemnitor or their respective insurers affect the obligations of the Company hereunder or shift primary liability for
the Company’s obligation to indemnify or advance of Expenses to any Secondary Indemnitor.


 


iv. Any indemnification or advancement of Expenses provided by any
Secondary Indemnitor is specifically in excess over the Company’s obligation to indemnify and advance Expenses or any valid and
collectible insurance (including but not limited to any malpractice insurance or professional errors and omissions insurance) provided
by the Company.


 


(b) The Company’s obligation to indemnify or advance Expenses
hereunder to Indemnitee for any proceeding concerning Indemnitee’s status with an Enterprise will be reduced by any amount Indemnitee
has actually received as indemnification or advancement of Expenses from such Enterprise. The Company and Indemnitee intend that any such
Enterprise (and its insurers) be the indemnitor of first resort with respect to indemnification and advancement of Expenses for any proceeding
related to or arising from Indemnitee’s status with such Enterprise. The Company’s obligation to indemnify and advance Expenses
to Indemnitee is secondary to the obligations the Enterprise or its insurers owe to Indemnitee. Indemnitee agrees to take all reasonably
necessary and desirable action to obtain from an Enterprise indemnification and advancement of Expenses for any proceeding related to
or arising from Indemnitee’s corporate status with such Enterprise.


 


(c) In the event of payment under this Agreement, the Company
shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee from any insurance carrier or Enterprise.
Indemnitee shall, at the request and expense of the Company, execute all papers required and shall do everything that may be reasonably
necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to
enforce such rights.


 


14. Interpretation of Agreement. It is understood that the parties
hereto intend this Agreement to be interpreted and enforced so as to provide indemnification and advancement of Expenses to Indemnitee
to the fullest extent now or hereafter permitted by law.


 






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15. Severability. If any provision of this Agreement shall be
held to be invalid, illegal or unenforceable for any reason whatsoever, (a) the validity, legality and enforceability of the remaining
provisions of the Agreement (including without limitation, all portions of any paragraphs of this Agreement containing any such provision
held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall not in any way be affected
or impaired thereby; and (b) to the fullest extent possible, the provisions of this Agreement (including, without limitation, all portions
of any paragraph of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that are not themselves
invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal
or unenforceable and to give effect to Section 14 hereof.


 


16. Amendment and Waiver. No supplement, modification, amendment,
or cancellation of this Agreement shall be binding unless executed in writing by the parties hereto. No waiver of any of the provisions
of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar) nor shall such waiver
constitute a continuing waiver.


 


17. Notice. Except as otherwise provided herein, any notice
or demand which, by the provisions hereof, is required or which may be given to or served upon the parties hereto shall be in writing
and, if by electronic transmission, shall be deemed to have been validly served, given or delivered when sent, if by overnight delivery,
courier or personal delivery, shall be deemed to have been validly served, given or delivered upon actual delivery and, if mailed, shall
be deemed to have been validly served, given or delivered three business days after deposit in the United States mail, as registered or
certified mail, with proper postage prepaid and addressed to the party or parties to be notified at the addresses set forth on the signature
page of this Agreement (or such other address(es) as a party may designate for itself by like notice). If to the Company, notices and
demands shall be delivered to the attention of the Secretary of the Company.


 


18. Governing Law. This Agreement shall be governed exclusively
by and construed according to the laws of the State of Delaware, as applied to contracts between Delaware residents entered into and to
be performed entirely within Delaware.


 


19. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute but one and
the same Agreement. Only one such counterpart need be produced to evidence the existence of this Agreement.


 


20. Headings. The headings of the sections of this Agreement
are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction hereof.


 


21. Entire Agreement. Subject to Section 11 hereof, this Agreement
constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings
and negotiations, written and oral, between the parties with respect to the subject matter of this Agreement; provided, however,
that this Agreement is a supplement to and in furtherance of the Certificate of Incorporation, the Bylaws, the Code and any other applicable
law, and shall not be deemed a substitute therefor, and does not diminish or abrogate any rights of Indemnitee thereunder.


 


22. Information Sharing. If Indemnitee
is the subject of or is implicated in any way during an investigation, whether formal or informal, the Company shall promptly notify
the Indemnitee of such investigation. The Company shall further share with Indemnitee any information it has turned over to any third
parties concerning the investigation (“Shared Information”) at the time such information is so furnished, unless
such notice is prohibited by any law, rule, regulation or formal order from a regulatory agency, would breach a confidentiality obligation
owed to a third party or would waive the Company’s attorney-client privilege. By executing this agreement, Indemnitee agrees that
such Shared Information is material non-public information that Indemnitee is obligated to hold in confidence and may not disclose publicly;
provided, however, that Indemnitee is permitted to use the Shared Information and to disclose such Shared information to Indemnitee’s
legal counsel and third parties solely in connection with defending Indemnitee from legal liability.


 


23. Contribution. To the fullest extent permissible under applicable
law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu
of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes,
amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this
Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such proceeding in order to reflect
(i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such
proceeding; and/or (ii) the relative fault of the Company and Indemnitee in connection with such event(s) and/or transaction(s).


 


23. Consent to Jurisdiction. This Agreement and the legal relations
among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard
to its conflict of laws rules. The Company and Indemnitee hereby irrevocably and unconditionally (i) agree that any action or proceeding
arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware (the “Delaware
Court”), and not in any other state or federal court in the United States of America or any court in any other country,
(ii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or
in connection with this Agreement, (iii) agree to appoint, to the extent such party is not otherwise subject to service of process in
the State of Delaware, an agent in the State of Delaware as such party’s agent for acceptance of legal process in connection with
any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within
the State of Delaware, (iv) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court, and (v)
waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought
in an improper or inconvenient forum.


 


[Signature Page to Follow]


 




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IN WITNESS WHEREOF, the parties hereto have entered into this
Agreement effective as of the date first above written.



 


	 	HUMACYTE, INC.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title: 	 
	 	Address:	
     2525 East North Carolina Highway 54

    Durham, North Carolina 27713

    Attn: [●]

	 	 	 
	 	INDEMNITEE	 
	 	 
	 	 
	 	Signature of Indemnitee
	 	 	 
	 	 
	 	Print or Type Name of Indemnitee
	 	 
	 	 
	 	Address of Indemnitee



 


 


[Signature Page to Indemnity Agreement]