Non-Compete. During my employment with the Company and its affiliates and for a period of one (1) year thereafter, I will not directly or indirectly, for myself, or on behalf of any other person, firm, corporation or other entity (except the Company or any of its affiliate whether as principal, agent, debtor, executive, consultant, joint venturer, investor, employee, stockholder, partner, officer, member, manager, director, sole proprietor or in any other capacity, engage in, manage, own, operate, control, participate in the ownership, management, operation or control of or assist in any person or entity, whose business activities involve # drugs for the treatment of cancer indications for which Company owned assets are being actively developed by the Company. This provision may be modified or waived by written consent of the Compensation Committee of the MAIA Biotechnology, Inc. Board of Directors.

Non-Compete. During the Restricted Period, the Executive covenants and agrees with the Company that the Executive will not, directly or indirectly, work for or consult with any residential wind only insurance companies located in Hawaii. The "Restricted Period" shall mean a two (2) year period immediately after the Executive's employment with the Company.

Non-Compete. While employed by the Company and continuing during the period while any amounts are being paid to Grantee by the Company and for a period of 18 months thereafter, Grantee will not own or be employed by or assist anyone else in the conduct of any business # which is in competition with any business conducted by the Company or # which Grantee knows the Company was actively evaluating for possible entry, in either case in the United States or in any other jurisdiction in which the Company is engaged in business or has been engaged in business during Grantee’s employment by the Company, or in such jurisdictions where Grantee knows the Company is actively pursuing business opportunities at the time of Grantee’s termination of employment with the Company; provided that ownership of five percent (5%) or less of the voting stock or other ownership interests of any business entity that is listed on a national securities exchange shall not constitute a violation hereof.

Non-Compete. During the Term of this Agreement, Everest shall not, and shall cause its Affiliates and their respective Sublicensees, not to, directly or indirectly, enable or assist any Person that is not a Party to this Agreement to, Develop, Manufacture or Commercialize any polymyxin-based compound, or fund any such activities, that ​ (collectively, “Polymyxin Class Compounds”), whether alone or in combination with other compounds, for any intravenous indication in the Licensed Field, other than the Compound and the Licensed Products in accordance with this Agreement. If Everest requests a waiver of this [Section 2.8] with regard to a particular Polymyxin Class Compound and/or a particular transaction, NPLH will in good faith give due consideration to such request. Notwithstanding the foregoing, # if Everest exercises the [[Unknown Identifier]] Option and executes and delivers a license agreement with Potentiator providing an exclusive license to the Patents and Know-How covering SPR741, or # Everest is acquired by a Third Party that, at the time of such acquisition, is actively Developing, Manufacturing and/or Commercializing any Polymyxin Class Compounds (whether in or outside the Territory), then the activities of Everest, its Affiliates and their respective Sublicensees under and in accordance with the terms of such license agreement and the activities of such Third Party acquirer, respectively, shall not be deemed to breach this [Section 2.8].

Non-compete. During employment and for twenty-four (24) months after termination of the Executive’s employment for whatever reason (the “Restricted Period”), the Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, compete with the Company or any of its Affiliates within any geographic area in which the Company or any of its Affiliates do business or undertake any planning for any business competitive with the Company or any of its Affiliates in the United States or Canada. Specifically, but without limiting the foregoing, the Executive agrees not to engage in any manner in any activity that is directly or indirectly competitive or potentially competitive with the business of the Company or any of its Affiliates as conducted or under consideration at any time during the Executive’s employment by the Company or any of its Affiliates, and further agrees not to work or provide services, in any capacity, whether as an employee, independent contractor or otherwise, whether with or without compensation, to any Person who is engaged in any business that is competitive with the business of the Company or any of its Affiliates for which the Executive has provided services, as conducted or in planning during his employment. For the purposes of this Agreement, the business of the Company and its Affiliates shall be defined to include all Products and the Executive’s undertaking shall encompass all items, products and services that may be used in substitution for Products. The foregoing, however, shall not prevent the Executive’s passive ownership of two percent (2%) or less of the equity securities of any publicly traded company.

Non-Compete. While employed by the Company and continuing during the period while any amounts are being paid to Grantee by the Company and for a period of 18 months thereafter, Grantee will not own or be employed by or assist anyone else in the conduct of any business # which is in competition with any business conducted by the Company or # which Grantee knows the Company was actively evaluating for possible entry, in either case in the United States or in any other jurisdiction in which the Company is engaged in business or has been engaged in business during Grantee’s employment by the Company, or in such jurisdictions where Grantee knows the Company is actively pursuing business opportunities [[Organization A:Organization]] time of Grantee’s termination of employment with the Company; provided that ownership of five percent (5%) or less of the voting stock or other ownership interests of any business entity that is listed on a national securities exchange shall not constitute a violation hereof.

Non-Compete. During my employment with the Company and its affiliates and for a period of one (1) year thereafter, I will not directly or indirectly, for myself, or on behalf of any other person, firm, corporation or other entity (except the Company or any of its affiliates), whether as principal, agent, debtor, executive, consultant, joint venturer, investor, employee, stockholder, partner, officer, member, manager, director, sole proprietor or in any other capacity, engage in, manage, own, operate, control, participate in the ownership, management, operation or control of or assist in any person or entity, whose business activities involve # drugs for the treatment of cancer indications for which Company owned assets are being actively developed by the Company. This provision may be modified or waived by written consent of the Compensation Committee of the MAIA Biotechnology, Inc. Board of Directors.

Non-Compete. The Covered Person agrees that TPG RE Group and its Affiliates would likely suffer significant harm from the Covered Person’s competing with any TPG RE Group or its Affiliates during the period such Covered Person provides Services and for some period of time thereafter. Accordingly, the Covered Person agrees that while he or she provides Services and during the Restricted Period for the Covered Person, the Covered Person will not # associate (directly or indirectly) as an employee, officer or director (or pursuant to any other arrangement that enables the Covered Person to provide services customarily performed by an employee, officer or director), with any Competitor or any Competitor’s Affiliates or # solicit, induce, persuade or entice (by written, oral or any other means), any Portfolio Company or prospective Portfolio Company or any investor or prospective investor in any TPG Real Estate Fund, any TPG Fund or any Affiliate of any of the foregoing whose identity became known to the Covered Person in connection with the Covered Person’s provision of Services, to transact business with another Person or to reduce or refrain from doing any business with TPG RE Group, any TPG Real Estate Fund, any TPG Fund, any Portfolio Company or any Affiliate of the foregoing, in each case unless # the Covered Person has advised TPG RE in writing in advance of his or her desire to undertake such activities and the specific nature of such activities and # TPG RE, in its sole discretion, has approved in writing such activities, subject to any reasonable conditions that TPG RE may impose, including that # TPG RE has received written assurances (that will be designed, among other things, to protect the goodwill, Confidential Information, investor and operating partner relationships and other important commercial interests of TPG RE Group, the TPG Real Estate Funds, the TPG Funds, any Portfolio Company and any Affiliates of the foregoing) from the Competitor and the Covered Person that are, in TPG RE’s sole discretion, applicable and adequate to protect the interests of TPG RE Group, TPG RE, the TPG Real Estate Funds, the TPG Funds, the Portfolio Companies or any Affiliate of the foregoing and # the Covered Person and the Competitor adhere to such assurances. The restriction described in clause (a) of the prior sentence extends to the performance by the Covered Person (directly or indirectly) of the same or similar activities the Covered Person has performed for TPG RE Group and any of its Affiliates or such other activities that by their nature are likely to lead to the disclosure of Confidential Information. Subject to any policies of the Company and its Affiliates regarding pre-clearance of trades, the Covered Person shall not be in violation of this Agreement solely as a result of such Covered Person’s investment in stock or other securities of a Competitor or any of its Affiliates listed on a national securities exchange or actively traded in the over-the-counter market if the Covered Person and, to the extent the Covered Person is an individual, the members of the Covered Person’s immediate family or any Associated Person of such Covered Person do not (directly or indirectly) hold, in the aggregate, more than a total of five percent (5%) of all such shares of stock

Non-Compete. As an inducement for Buyer to enter into this Agreement and to consummate the Transaction, the Restricted Sellers hereby covenant and agree that during the period beginning on the date of this Agreement and ending on the two (2) year anniversary of the Closing Date (the “Non-Compete Restrictive Period”), each such Restricted Seller shall not (and shall cause his or her Affiliates not to), directly or indirectly, on his or her own behalf or in coordination with or on behalf of others and in any form or manner whatsoever (other than for the benefit of the Company or any of its Subsidiaries in such Seller’s capacity as an employee thereof):

Non-Compete. Executive agrees that, during Executive’s employment with the Company and for a period of twelve (12) months after the termination of Executive’s employment with the Company, regardless of the reason and whether initiated by Executive or the Company, Executive shall not, for Executive’s own benefit or for the benefit of any third-party, directly or indirectly, in any capacity (as an employee, independent contractor, owner, partner or otherwise) engage in any business activity, be employed by or otherwise be associated with (as an employee, independent contractor, owner, partner or otherwise) any person or entity, which at the time of Executive’s termination, Competes (as defined below) in any way with the business activities of the Company and/or the Partnership. The term “Competes” as used in this Section 9(b) shall mean engaging in, either directly or indirectly, any Business of the type or character engaged in or conducted by the Company and/or the Partnership in any state or marketing area in which the Company and/or the Partnership is doing business or is qualified to do business and/or has sought to qualify to do so at the time of the termination of Executive’s employment or at any time during the twenty-four (24) month period prior to the termination of Executive’s employment. Executive acknowledges that these restrictions on competition are fair because, in the position of Senior Vice President and CFO, Executive will have knowledge of and access to all business practices and information, without limitation to a specific geography, department or customer. However, this Section 9(b) shall not preclude Executive from owning up to 5% of a publicly traded company.