Second Amendment to Lease, dated February 8, 2017, between ARE-NC Region No.5, LLC and Humacyte, Inc

Exhibit 10.22.2

SECOND AMENDMENT TO LEASE

THIS SECOND AMENDMENT TO LEASE (this “Second Amendment”) is made as of February 8, 2017, 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 parties to that certain Lease Agreement dated as of December 31, 2015, as amended by that certain letter agreement dated January 29, 2016, and as further amended by that certain First Amendment to Lease dated as of September 30, 2016 (the “First Amendment”) (as amended, the “Lease”). Pursuant to the Lease, Tenant leases certain premises consisting of approximately 70,525 rentable square feet (the “Existing Premises”) on the first and second floors of that certain building located at 2525 E. NC Highway 54, Durham, North Carolina. The Existing 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 and Tenant desire, subject to the terms and conditions set forth below, to amend the Lease to, among other things, expand the size of the Existing Premises by adding that portion of the second floor of the Building consisting of approximately 12,471 rentable square feet, as shown on Exhibit A attached to this Second Amendment (“Second Expansion Premises”).

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

“Premises: That portion of the Building, containing approximately 82,996 rentable square feet, consisting of (i) approximately 43,614 rentable square feet on the first floor of the Building and approximately 14864 rentable square feet on second floor of the Building (the “Original Premises”), (ii) approximately 12,047 rentable square feet on the second floor of the Building (“Expansion Premises”), and (iii) approximately 12,471 rentable square feet on the second floor of the Building (“Second Expansion Premises”), all as determined by Landlord, as shown on Exhibit A.”

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

Commencing on the Second Expansion Premises Commencement Date, Exhibit A to the Lease shall be amended to include the Second Expansion Premises as shown on Exhibit A attached to this Second Amendment.

“Tenant’s Share of Operating Expenses: 100%

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

“A term (i) beginning, with respect to the Original Premises and the Expansion Premises, on the Commencement Date and ending 120 months from the first day of the first full month following the Rent Commencement Date (as defined in Section 2), and (ii) beginning, with respect to the Second Expansion Premises, on the Second Expansion Premises Commencement Date and ending 120 months from the first full day of the first full month following the Second Expansion Premises Rent Commencement Date.”

The Base Term of the Lease with respect to the Existing Premises shall be subject to extension pursuant to the terms and conditions of the Section 40 of the Lease. So long as Tenant exercises its Extension Right pursuant to Section 40 of the Lease with respect to the Existing Premises, Tenant shall have the right to extend the Base Term of the Lease with respect to the Second Expansion Premises pursuant to the terms of Section 40. If the Term of the Lease expires with respect to the Existing Premises or the Second Expansion Premises, then the parties shall, within 10 days after such expiration of the Term, enter into an amendment to the Lease to reflect the surrender of such Existing Premises or Second Expansion Premises, as applicable, to amend the definitions of “Premises” and “Rentable Area of Premises” and to proportionately adjust “Tenant’s Share of Operating Expenses”.

[Signatures are on the next page]

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