SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 14th, 2024 • Humacyte, Inc. • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 13, 2024, between Humacyte, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
WARRANT AGREEMENTWarrant Agreement • September 22nd, 2020 • Alpha Healthcare Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of September 17, 2020, is by and between Alpha Healthcare Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 22nd, 2020 • Alpha Healthcare Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of September 17, 2020, by and between Alpha Healthcare Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
ALPHA HEALTHCARE ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • September 22nd, 2020 • Alpha Healthcare Acquisition Corp. • Blank checks • New York
Alpha Healthcare Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with Oppenheimer & Co. Inc. (the “Representative”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
Alpha Healthcare Acquisition Corp. New York, NY 10036Securities Subscription Agreement • August 4th, 2020 • Alpha Healthcare Acquisition Corp. • New York
This agreement (the “Agreement”) is entered into on July 20, 2020 by and between AHAC Sponsor, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Alpha Healthcare Acquisition Corp., a Delaware corporation (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 2,875,000 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 375,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 22nd, 2020 • Alpha Healthcare Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 17, 2020, is made and entered into by and among Alpha Healthcare Acquisition Corp., a Delaware corporation (the “Company”) and AHAC Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Oppenheimer & Co. Inc. (“Oppenheimer”) and Northland Securities Inc. (“Northland,” and together with the Sponsor, Oppenheimer and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
September 17, 2020Underwriting Agreement • September 22nd, 2020 • Alpha Healthcare Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Alpha Healthcare Acquisition Corp., a Delaware corporation (the “Company”), and Oppenheimer & Co. Inc., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 11,500,000 of the Company’s units (including up to 1,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a re
COMMON STOCK PURCHASE WARRANT Humacyte, Inc.Common Stock Purchase Warrant • November 14th, 2024 • Humacyte, Inc. • Biological products, (no disgnostic substances)
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Woodline Master Fund LP or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on that date that is [1,640][180] days from the Issue Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Humacyte, Inc., a Delaware corporation (the “Company”), up to [ ] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
OPEN MARKET SALE AGREEMENTSMOpen Market Sale Agreement • September 1st, 2022 • Humacyte, Inc. • Biological products, (no disgnostic substances) • New York
Humacyte, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal (the “Agent”), shares of the Company’s common stock, par value $0.0001 per share (the “Common Shares”), having an aggregate offering price of up to $80,000,000 on the terms set forth in this agreement (this “Agreement”).
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • September 1st, 2020 • Alpha Healthcare Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of _________, 2020, by and between Alpha Healthcare Acquisition Corp., a Delaware corporation (the “Company”), and ___________ (“Indemnitee”).
13,400,000 Shares HUMACYTE, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • March 4th, 2024 • Humacyte, Inc. • Biological products, (no disgnostic substances) • New York
PURCHASE AGREEMENTPurchase Agreement • September 25th, 2024 • Humacyte, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS PURCHASE AGREEMENT (the “Agreement”), dated as of September 24, 2024 is made by and between HUMACYTE, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).
LEASE AGREEMENTLease Agreement • March 23rd, 2021 • Alpha Healthcare Acquisition Corp. • Blank checks • North Carolina
THIS LEASE AGREEMENT (this “Lease”) is made this 31st day of December, 2015, between ARE-NC REGION NO. 5, LLC, a Delaware limited liability company (“Landlord”), and HUMACYTE, INC., a North Carolina corporation (“Tenant”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 25th, 2024 • Humacyte, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 24, 2024, is entered into by and between HUMACYTE, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Investor”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • July 1st, 2021 • Alpha Healthcare Acquisition Corp. • Biological products, (no disgnostic substances) • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of _______________, is made by and between Humacyte, INC., a Delaware corporation (the “Company”), and _________________ (“Indemnitee”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • September 22nd, 2020 • Alpha Healthcare Acquisition Corp. • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of September 17, 2020, by and between Alpha Healthcare Acquisition Corp., a Delaware corporation (the “Company”), and Oppenheimer & Co. Inc. (the “Subscriber”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • September 22nd, 2020 • Alpha Healthcare Acquisition Corp. • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of September 17, 2020, by and between Alpha Healthcare Acquisition Corp., a Delaware corporation (the “Company”), having its principal place of business at 1177 Avenue of the Americas, 5th Floor, New York, New York 10036, and AHAC Sponsor LLC, a Delaware limited liability company (the “Subscriber”), having its principal place of business at 1177 Avenue of the Americas, 5th Floor, New York, New York 10036.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 14th, 2021 • Alpha Healthcare Acquisition Corp. • Biological products, (no disgnostic substances) • New York
The undersigned, being an Authorized Signer of Humacyte, Inc., a Delaware corporation (“Borrower”), does hereby certify to (a) SILICON VALLEY BANK, a California corporation (“SVB”), in its capacity as administrative agent and collateral agent (“Agent”), (b) SVB, as a lender, (c) SVB INNOVATION CREDIT FUND VIII, L.P., a Delaware limited partnership (“SVB Capital”), as a lender (SVB and SVB Capital and each of the other “Lenders” from time to time a party hereto are referred to herein collectively as the “Lenders” and each individually as a “Lender”) in connection with that certain Loan and Security Agreement dated as of March 30, 2021, by and among Borrower, Agent and the Lenders from time to time party thereto (the “Loan Agreement”; with other capitalized terms used below having the meanings ascribed thereto in the Loan Agreement) that:
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • June 14th, 2021 • Alpha Healthcare Acquisition Corp. • Biological products, (no disgnostic substances) • Connecticut
THIS AGREEMENT (this “Agreement”) by and between YALE UNIVERSITY, a corporation organized and existing under and by virtue of a charter granted by the general assembly of the Colony and State of Connecticut and located in New Haven, Connecticut (“YALE”), and Humacyte, Inc. a corporation organized and existing under the laws of the State of Delaware and with principal offices located at 2525 E. NC Highway 54 in Durham, NC (“LICENSEE”) is effective as of August 25, 2019 (“EFFECTIVE DATE”).
Alpha Healthcare Acquisition Corp.Administrative Support Agreement • September 22nd, 2020 • Alpha Healthcare Acquisition Corp. • Blank checks • New York
This letter agreement by and between Alpha Healthcare Acquisition Corp. (the “Company”) and Constellation Alpha Holdings LLC (“Constellation”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
INCENTIVE STOCK OPTION AGREEMENT Under the HUMACYTE, INC. 2005 STOCK OPTION PLANIncentive Stock Option Agreement • March 23rd, 2021 • Alpha Healthcare Acquisition Corp. • Blank checks
THIS INCENTIVE STOCK OPTION AGREEMENT (this “Agreement”) is made as of the ___ day of _____, 200_ (the “Grant Date”), by and between Humacyte, Inc. (the “Company”) and ___________ (the “Participant”).
HUMACYTE, INC. NONQUALIFIED STOCK OPTION AGREEMENT Under the HUMACYTE, INC.Nonqualified Stock Option Agreement • March 23rd, 2021 • Alpha Healthcare Acquisition Corp. • Blank checks
THIS NONQUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is made as of the __ day of _____, 200_ (the “Grant Date”), by and between Humacyte, Inc. (the “Company”) and ___________ (the “Participant”).
SUBSCRIPTION AGREEMENTSubscription Agreement • March 23rd, 2021 • Alpha Healthcare Acquisition Corp. • Blank checks • New York
This Subscription Agreement (this “Subscription Agreement”) is being entered into in connection with the proposed business combination (the “Transaction”) between Alpha Healthcare Acquisition Corp., a Delaware corporation (“Alpha”), and Humacyte, Inc., a Delaware corporation (the “Company”), pursuant to a merger agreement to be entered into among Alpha, the Company, and the other parties thereto (the “Transaction Agreement”).
ContractWarrant Agreement • June 14th, 2021 • Alpha Healthcare Acquisition Corp. • Biological products, (no disgnostic substances) • New York
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 6.3 AND 6.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 23rd, 2021 • Alpha Healthcare Acquisition Corp. • Blank checks • North Carolina
This Executive Employment Agreement (“Agreement”) is made and entered into by Humacyte, Inc. (“Humacyte” or the “Company”) and Jeffrey Lawson, M.D. (hereinafter “Executive”) effective June 19, 2018.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 24th, 2023 • Humacyte, Inc. • Biological products, (no disgnostic substances) • North Carolina
This Executive Employment Agreement (“Agreement”) is made and entered into by Humacyte, Inc. (“Humacyte” or the “Company”) and Dale Sander (hereinafter “Executive”) dated May 18, 2021 (the “Effective Date”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 24th, 2023 • Humacyte, Inc. • Biological products, (no disgnostic substances) • North Carolina
This Executive Employment Agreement (“Agreement”) is made and entered into by Humacyte, Inc. (“Humacyte” or the “Company”) and Shamik Parikh, MD (hereinafter “Executive”) on January 13, 2022. This Agreement will become effective upon Executive’s commencement of employment with the Company (such date, the “Effective Date”), April 4, 2022.
Distribution Agreement by and between Fresenius Medical Care Holdings, Inc. and Humacyte, Inc. June 25, 2018Distribution Agreement • March 23rd, 2021 • Alpha Healthcare Acquisition Corp. • Blank checks • Delaware
THIS DISTRIBUTION AGREEMENT (this “Agreement”), entered into as of June 25, 2018 (the “Effective Date”), is entered into by and among Fresenius Medical Care Holdings, Inc., a corporation organized and existing under the Laws of the State of New York (“Fresenius”), and Humacyte, Inc., a corporation organized and existing under the Laws of the State of Delaware (“Humacyte”). Fresenius and Humacyte are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
FIRST AMENDMENT TO DISTRIBUTION AGREEMENTDistribution Agreement • March 23rd, 2021 • Alpha Healthcare Acquisition Corp. • Blank checks
This First Amendment to Distribution Agreement, made as of this 2nd day of October, 2019 (the “Effective Date”), is by and between Fresenius Medical Care Holdings, Inc. (“Fresenius”) and Humacyte, Inc. (“Humacyte”) (collectively, the “Parties”).
EXECUTIVE SEPARATION AND RELEASE AGREEMENTExecutive Separation and Release Agreement • March 29th, 2022 • Humacyte, Inc. • Biological products, (no disgnostic substances) • North Carolina
This Executive Separation and Release Agreement (“Agreement”) is entered into by and between Humacyte, Inc. (“Humacyte”) and Jeffrey Lawson, M.D., Ph.D. (“Executive”), effective as of the date signed by Executive (the “Effective Date”). Humacyte and Executive are collectively referred to as the “Parties.”
CONSULTING AGREEMENTConsulting Agreement • June 14th, 2021 • Alpha Healthcare Acquisition Corp. • Biological products, (no disgnostic substances) • North Carolina
THIS CONSULTING AGREEMENT (the “Agreement”) is made as of May 17, 2021 by and between Humacyte, Inc., a Delaware corporation (the “Company”), and Douglas Blankenship (“Consultant” or “Blankenship”).
SUPPLY AGREEMENTSupply Agreement • March 23rd, 2021 • Alpha Healthcare Acquisition Corp. • Blank checks
This Supply Agreement (this “Agreement”) is entered into as of January 9, 2014 (the “Effective Date”), by and between Humacyte, Inc., a North Carolina corporation having an address at 7020 Kit Creek Road, P.O. Box 12695, Durham, NC 27709 (“Purchaser”) and SeraCare Life Sciences, Inc., a Delaware corporation having its principal place of business at 37 Birch Street, Milford, Massachusetts 01757 (“Supplier”). Purchaser and Supplier are sometimes referred to herein individually as a “Party” or collectively as the “Parties.”
INCENTIVE STOCK OPTION AGREEMENT Under the HUMACYTE, INC.Incentive Stock Option Agreement • March 23rd, 2021 • Alpha Healthcare Acquisition Corp. • Blank checks
THIS INCENTIVE STOCK OPTION AGREEMENT (this “Agreement”) is made as of the ___ day of ________, 201__ (the “Grant Date”), by and between Humacyte, Inc. (the “Company”) and _______________ (the “Participant”).
Alpha Healthcare Acquisition Corp. New York, New York 10036 Humacyte, Inc. Durham, North Carolina 27713 Ladies and Gentlemen:Business Combination Agreement • June 14th, 2021 • Alpha Healthcare Acquisition Corp. • Biological products, (no disgnostic substances) • New York
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”).
BUSINESS COMBINATION AGREEMENT BY AND AMONG ALPHA HEALTHCARE ACQUISITION CORP., HUNTER MERGER SUB, INC. AND HUMACYTE, INC. DATED AS OF FEBRUARY 17, 2021Business Combination Agreement • February 17th, 2021 • Alpha Healthcare Acquisition Corp. • Blank checks • Delaware
This BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of February 17, 2021, is made by and among Alpha Healthcare Acquisition Corp., a Delaware corporation (“AHAC”), Hunter Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Humacyte, Inc., a Delaware corporation (the “Company”). AHAC, Merger Sub and the Company shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1.
