OPTIONS. An Option is the right but not the obligation to purchase a Share, subject to certain conditions, if applicable. The Committee may grant Options to eligible Employees, Consultants and Directors and will determine whether such Options will be Incentive Stock Options within the meaning of the Code (“ISOs”) or Nonqualified Stock Options (“NSOs”), the number of Shares subject to the Option, the Exercise Price of the Option, the period during which the Option may vest and be exercised, and all other terms and conditions of the Option, subject to the following terms of this section.

Company Options. Parent shall have received evidence of the exercise or cancellation of each Company Option in form and substance reasonably acceptable to Parent.

Unvested Company Options. Immediately prior to the Closing Date, and conditioned on the Closing, each Unvested Company Option as of the Closing Date shall, without any further action on the part of any holder thereof, be cancelled and extinguished without consideration.

Options. Excluding therefrom the Letter of Intent dated as of November 4, 2021 by and between Purchaser and Seller, Seller is not subject to any

Options. The Committee is authorized to grant Options to Eligible Persons on the following terms and conditions:

Options. If Lessee is granted any option, as defined below, then the following provisions shall apply.

Vested Company Options. At the Closing, each then outstanding and unexercised Vested Company Option shall, by virtue of the Transactions and without any action on the part of any holder thereof, be terminated and the holder thereof shall be entitled to receive, with respect to each Company Share subject thereto, consideration (measured in US dollars) equal to the excess, if any, of the Per Share Purchase Price over the per share exercise price of such Vested Company Option as set forth in the Proceeds Allocation Schedule (the “Per Option Consideration”; the total amount owing to Optionholders as of the Closing under this [Section 1.5(b)], the “Total Optionholder Closing Amount”). The Per Option Consideration shall consist of # cash equal to 25% of the Per Option Consideration, and # duly authorized and validly issued shares of Buyer Common Stock equal to 75% of the Per Option Consideration divided by the Average Trading Price. In the event that the exercise price per share of a Company Option is equal to or higher than the Per Share Purchase Price, then the Per Option Consideration shall be equal to zero. Notwithstanding the foregoing, in the event that the number of shares of Buyer Common Stock issuable to any holder of Company Option with respect to its entire grant of Company Options is equal to or less than fifty (50) (subject to adjustment for any recapitalization events), and to the extent approved in the 102 Tax Ruling, then the entire Per Option Consideration payable to such holder with respect to such Company Options shall be paid solely in cash. The shares of Buyer Common Stock referred to under [clause (ii) above] # shall be issued pursuant to a stock incentive plan of Buyer (or an appropriate annex to such stock incentive plan) that has been qualified under Section 102 of the Israeli Income Tax Ordinance, # will qualify under the capital gains route with respect to any such shares issued to holders of Vested Company Options that were granted under the capital gains route of Section 102, consistent with the terms of the 102 Tax Ruling, # will be fully vested upon issuance and will not be subject to any exercise price or any restrictions or limitations on disposition other than pursuant to applicable Law, # will be registered within thirty (30) days following the Closing under an effective registration statement of Buyer on Form S-8, and # their issuance will be exempt from prospectus in Israel under an exemption to be obtained prior to Closing pursuant to Section 15D of the Israeli Securities Law. For purposes of calculating the amount of the Estimated Closing Purchase Price due to each holder of Vested Company Options, each individual grant of Buyer Common Stock shall be calculated separately and aggregated, with any cash amount being rounded to the nearest cent and any amount of shares of Buyer Common Stock being rounded down to the nearest whole share. Any holder of Vested Company Options who would otherwise be entitled to receive a fraction of a share of Buyer Common Stock shall receive an amount of cash equal to the product obtained by multiplying # such fraction by # the Average Trading Price, rounded to the nearest whole cent.

Company Recoupment of Options. An Optionee’s rights with respect to any Option hereunder shall in all events be subject to # any right that the Company may have under any Company recoupment policy or other agreement or arrangement with an Optionee, or # any right or obligation that the Company may have regarding the clawback of “incentive-based compensation” under Section 10D of the Securities Exchange Act of 1934, as amended and any applicable rules and regulations promulgated thereunder from time to time by the U.S. Securities and Exchange Commission.

Company Options. Prior to the Closing, the Company shall take any and all actions necessary to # facilitate the exercise or cancellation of all Company Options and # authorize and ACTIVE/108710474.16

Options. As an executive of the Company, you may be provided stock option grants in the Company governed by the terms of the MAIA Biotechnology Stock Option Plan(s) and applicable agreements.