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”).
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.
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”).
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”).
SECOND AMENDMENT TO THE SUPPLY AGREEMENT BY AND BETWEEN SERACARE LIFE SCIENCES, INC. AND HUMACYTE, INC.Supply Agreement • June 14th, 2021 • Alpha Healthcare Acquisition Corp. • Biological products, (no disgnostic substances)
This amendment to the Supply Agreement (the “Second Amendment”) is made and entered into as of March 24, 2021 (the “2nd Amendment Effective Date”), by and between SeraCare Life Sciences, Inc. (“Supplier”) and Humacyte, Inc. (“Purchaser”). Capitalized terms used but not defined herein shall have the meaning given to them in that certain Supply Agreement, dated January 9, 2014, as amended October 12, 2018 (“First Amendment”) by and between Supplier and Purchaser (together the “Supply Agreement”), and terms defined herein shall be used in the Supply Agreement as amended hereby with the same meanings given to them herein.
SUPPLY AGREEMENTSupply Agreement • June 14th, 2021 • Alpha Healthcare Acquisition Corp. • Biological products, (no disgnostic substances) • Delaware
This Supply Agreement (“Agreement”), is effective as of June 1, 2020 (“Effective Date”) by and between Humacyte, Inc. having a place of business 2525 E. NC Highway 54, Durham, NC 27713 (“Humacyte”), and Confluent Medical Technologies, Inc. having its principal place of business at 6263 N Scottsdale Road, Suite 224, Scottsdale, AZ 85250 (“Supplier”). Humacyte and Supplier are each referred to herein individually as a “Party” and collectively as the “Parties.”
SEVERANCE AGREEMENT AND RELEASESeverance Agreement • June 14th, 2021 • Alpha Healthcare Acquisition Corp. • Biological products, (no disgnostic substances) • North Carolina
This Severance Agreement and Release (“Release”) is entered into by and between Humacyte, Inc. (“Humacyte”) and Douglas Blankenship (“Blankenship”) as of the date signed by Blankenship.
