Options. All Non-Qualified Stock Options granted under the Plan shall have: # a per share exercise price equal to the closing price of the Common Stock on the day on which such options are granted; and # vesting, expiration and such other terms as provided in the Company’s form of Non-Employee Director Non-Qualified Stock Option Agreement attached hereto as [Exhibit B].

Options. The Committee may grant an Option or provide for the grant of an Option, either from time-to-time in the discretion of the Committee or automatically upon the occurrence of specified events, including, without limitation, the achievement of performance criteria. Except to the extent provided herein, no Participant (or Beneficiary of a deceased Participant) shall have any rights as a shareholder with respect to any Shares subject to an Option granted hereunder until said Shares have been issued. Options granted pursuant to the Plan need not be identical, but each Option must contain and be subject to the terms and conditions set forth below.

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.

Options. Executive shall be granted awards of options to purchase shares of the Company’s Common Stock, subject to vesting and exercise requirements and other terms and conditions of the Company’s Equity Compensation Plan and associated award documents, and contingent upon Executive signing the applicable Incentive Stock Option Agreement in form and substance acceptable to the Company, as follows:

Options. Options may be granted under the Plan to any Participants. The Committee shall have absolute discretion to determine, within the limits of the express provisions of the Plan, those Participants to whom and the time or times at which Options shall be granted. The Committee shall also determine, within the limits of the express provisions of the Plan, the number of shares to be subject to each Option, the duration of each Option, the exercise price under each Option, the time or times within which (during the term of the Option) all or portions of each Option may become vested and exercisable, and whether an Option shall be an Incentive Stock Option, a Nonqualified Stock Option or a combination thereof. In making such determination, the Committee may take into account the nature of the services rendered by the Participant, his or her present and potential contributions to the Company’s success and such other factors as the Committee in its discretion shall deem relevant.

Options. (i) Grant. The Committee is authorized to grant Options to Participants with such terms and conditions, not inconsistent with the provisions of the Plan, as the Committee shall determine. The Award Agreement shall specify:

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

Options. Options granted pursuant to the Plan (“Options”) shall be authorized by action of the Board of Directors of the Company (the “Board” or “Board of Directors”) and may be either incentive stock options (“Incentive Stock Options”) meeting the requirements of Section 422 of the Code or non-statutory Options which are not intended to meet the requirements of [Section 422]. All Options when granted are intended to be non-statutory Options, unless the applicable Option Agreement (as defined in Section 5.1) explicitly states that the Option is intended to be an Incentive Stock Option. The vesting of Options may be conditioned upon the completion of a specified period of employment with the Company and/or such other conditions or events as the Board may determine. The Board may also provide that Options are immediately exercisable subject to certain repurchase rights in the Company dependent upon the continued employment of the optionee and/or such other conditions or events as the Board may determine.

Options. Any stock options that may be granted to the Executive before or during his employment pursuant to this Agreement shall be governed by the terms and provisions comparable to those options granted under the Company’s Stock Option Plan (as such may be amended or discontinued hereafter by Titan, in its discretion). Notwithstanding the foregoing, if # the Employment Term or any Extended Employment Term ends because the Company makes a nonrenewal election thereof under Section 2 hereof; # there is a Termination Without Cause or the Executive resigns as an employee, in either case where it is Termination Without Cause; # the Executive’s employment hereunder terminates because of his death or Disability; or # there is a Change in Control of the Company, then in any such event such options shall become fully exercisable and shall remain exercisable for the remainder of their term.

Duration of Plan. If a Change in Control has not occurred and the Board does not have knowledge of an event that could reasonably be expected to constitute a Change in Control, this Plan may be terminated by resolution adopted by the Board; provided that the Participants are given written notice of such termination three (3) years in advance of such termination. If a Change in Control occurs while this Plan is in effect, this Plan shall continue in full force and effect for at least two (2) years following such Change in Control, and shall not terminate or expire until after all Participants who become entitled to any payments hereunder shall have received such payments in full.