First Amendment to Lease, dated September 30, 2016, between ARE-NC Region No.5, LLC and Humacyte, Inc

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:

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.

“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.

“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.

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.

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.

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