Exhibit 10.1


 


[●], 2021


 


Alpha Healthcare Acquisition Corp.


1177 Avenue of the Americas, 5th Floor


New York, New York 10036


 


Humacyte, Inc.


2525 E NC Highway 54


Durham, North Carolina 27713


 


Ladies and Gentlemen:


 


This letter agreement (the
“Agreement”) is being delivered to you in connection with the Business Combination Agreement dated February 17, 2021
(as amended from time to time, the “BCA”) entered into by and among Alpha Healthcare Acquisition Corp., a Delaware
corporation (the “Company”), Hunter Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company
(“Merger Sub”) and Humacyte, Inc., a Delaware corporation (“Humacyte”), pursuant to which Merger
Sub will merge with and into Humacyte, with Humacyte surviving as a wholly-owned subsidiary of the Company (the “Business Combination”).


 


In order for the Company to
proceed with the Business Combination and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the undersigned (the “Securityholder”) hereby agrees with the Company as follows:


 


		1.	The Securityholder shall not Transfer any shares of Class A Common Stock of the Company, par value $0.0001
per share (the “Class A Common Stock”) or any securities convertible into or exercisable or exchangeable (directly
or indirectly) for shares of Class A Common Stock (including New Securities (as defined below)) for a period of one year following the
Closing Date (as defined below) (the “Lock-Up Period”); provided, however, that the foregoing restrictions shall not
apply to any shares of Class A Common Stock purchased by a Securityholder in the PIPE Financing; provided, further, that if the volume
weighted average price (“VWAP”) of the Class A Common Stock on Nasdaq, or any other national securities
exchange on which the Class A Common Stock is then traded, as reported by Bloomberg, L.P. is greater than or equal to $15.00 over
any 20 trading days within any 30 trading day period following the Closing Date, then, commencing at least 180 days after the Closing
Date, the Lock-Up Period shall be deemed to have expired with respect to 50% of the shares of the Securityholder’s Class A Common
Stock subject thereto. The foregoing restriction is expressly agreed to preclude the Securityholder during the Lock-up Period from
engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale
or disposition of the Securityholder’s shares of Class A Common Stock even if such shares of Class A Common Stock would be disposed
of by someone other than the undersigned. Such prohibited hedging or other transactions during the Lock-up Period would include without
limitation any short sale or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect
to any of the Securityholder’s shares of Class A Common Stock or with respect to any security that includes, relates to, or derives
any significant part of its value from such shares of Class A Common Stock. The foregoing restrictions shall not apply to Transfers made:
(i) pursuant to a bona fide gift or charitable contribution; (ii) by will or intestate succession upon the death of the
Securityholder; (iii) to any Permitted Transferee; (iv) pursuant to a court order or settlement agreement related to the distribution
of assets in connection with the dissolution of marriage or civil union; or (v) in the event of the Company’s completion of a liquidation,
merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their shares
of Class A Common Stock for cash, securities or other property; provided that in the case of (i) or (iii), the recipient of such Transfer
must enter into a written agreement agreeing to be bound by the terms of this Agreement, including the transfer restrictions set forth
in this Section 1.



 






    


     


    

 


For purposes of this Agreement, “New
Securities” means all shares of Class A Common Stock issued in connection with the Business Combination.


 


For purposes of this Agreement, “Permitted
Transferee” means (i) the members of Securityholder’s immediate family (for purposes of this Agreement, “immediate
family” shall mean with respect to any natural person, any of the following: such person’s spouse, the siblings of such
person and his or her spouse, and the direct descendants and ascendants (including adopted and step children and parents) of such person
and his or her spouses and siblings); (ii) any trust or family limited liability company or partnership for the direct or indirect benefit
of the Securityholder or the immediate family of the Securityholder; (iii) if the Securityholder is a trust, to the trustor or beneficiary
of such trust or to the estate of a beneficiary of such trust; (iv) any officer, director, general partner, limited partner, shareholder,
member, or owner of similar equity interests in the Securityholder; or (v) any affiliate of the Securityholder.


 


For purposes of this Agreement, “Transfer”
means to (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of
or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent
position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities
and Exchange Commission promulgated thereunder, with respect to any shares of Class A Common Stock, (ii) enter into any swap or other
arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any shares of Class A Common
Stock, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) publicly announce
any intention to effect any transaction, including the filing of a registration statement, specified in clause (i) or (ii). Notwithstanding
the foregoing, a Transfer shall not be deemed to include any transfer for no consideration if the donee, trustee, heir or other transferee
has agreed in writing to be bound by the same terms under this Agreement to the extent and for the duration that such terms remain in
effect at the time of the Transfer.


 


		2.	In furtherance of the foregoing, the Company, Continental Stock Transfer & Trust Company or any other
duly appointed transfer agent of the Company are hereby authorized to decline to make any transfer of shares of Class A Common Stock if
such transfer would constitute a violation of this Agreement.



 


		3.	This Agreement constitutes the entire agreement and understanding of the parties hereto in respect of
the subject matter hereof and supersedes all prior understandings, agreements or representations by or among the parties hereto, written
or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. This Agreement may
not be changed, amended, modified or waived (other than to correct a typographical error) as to any particular provision, except by a
written instrument executed by the undersigned (i) Securityholder and (ii) the Company.



 


		4.	No party hereto may assign either this Agreement or any of its rights, interests or obligations hereunder
without the prior written consent of the other party. Any purported assignment in violation of this paragraph shall be void and ineffectual
and shall not operate to transfer or assign any interest or title to the purported assignee. This Agreement shall be binding on the Securityholder
and each of its respective successors, heirs and assigns and permitted transferees.



 






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		5.	This Agreement shall be governed by and construed and enforced in accordance with the laws of the State
of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another
jurisdiction.



 


		6.	This Agreement shall terminate on the expiration of the Lock-up Period; provided, however, that in the
event that the Closing Date does not occur prior to August 31, 2021, this Agreement shall terminate on August 31, 2021.



 


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	 	Very truly yours,
	 	 
	 	If Securityholder is an individual:
	 	 
	 	
    

    Signature:
	 
	 	
     Print name:
	 
	 	 	 
	 	If Securityholder is an entity:
	 	 
	 	
    

    Name of  Securityholder:
	                      
	 	
    

    Signature:
	 
	 	
    

    Name:
	 
	 	
    

    Title:
	 


 


[Signature Page to Lock-Up Agreement]


 


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