UNDERWRITING AGREEMENT between MAIA BIOTECHNOLOGY, INC. and THINKEQUITY LLC as Representative of the Several Underwriters MAIA BIOTECHNOLOGY, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • June 29th, 2022 • MAIA Biotechnology, Inc. • Pharmaceutical preparations • New York
The undersigned, MAIA Biotechnology, Inc., a corporation formed under the laws of the State of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”). To the extent there are no additional underwriters named in Schedule I hereto other than you, the term Representative as used herein shall mean you, as Underwriter, and the terms “Representative” and “Underwriter” shall mean either the singular or the plural as the context requires.
MAIA BIOTECHNOLOGY, INC.Stock Option Award Agreement • June 29th, 2022 • MAIA Biotechnology, Inc. • Pharmaceutical preparations • Delaware
Y = the number of Option Shares purchasable under the Option or, if only a portion of the Option is being exercised, the portion of the Option being exercised;
MAIA BIOTECHNOLOGY, INC. Consulting Stock Option Award AgreementStock Option Award Agreement • June 29th, 2022 • MAIA Biotechnology, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT SHALL BE VOID IF IT HAS NOT BEEN EXECUTED AND RETURNED TO THE COMPANY WITHIN 30 DAYS AFTER THE DATE OF GRANT. THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES UNDERLYING THIS OPTION AGREEMENT MAY NOT BE SOLD, PLEDGED, HYPOTHECATED, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS SUCH SALE, PLEDGE, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION SHALL HAVE BEEN REGISTERED UNDER SAID ACT AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS OR UNTIL THE COMPANY SHALL HAVE RECEIVED A LEGAL OPINION SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY, THAT SUCH SALE, PLEDGE, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION IS EXEMPT FROM REGISTRATION. GRANTEE HEREBY AGREES THAT ALL OPTION SHARES ACQUIRED UPON THE EXERCISE OF THIS OPTION SHALL BE SUBJECT TO CERTAIN REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL EXERCISABLE BY THE COMPANY AND ITS ASSIGNS. THE TERMS OF SUCH RIGHTS ARE SPECIFIED IN THE PLAN.
MAIA BIOTECHNOLOGY, INC. Stock Option AwardStock Option Award Agreement • June 29th, 2022 • MAIA Biotechnology, Inc. • Pharmaceutical preparations • Delaware
Y = the number of Option Shares purchasable under the Option or, if only a portion of the Option is being exercised, the portion of the Option being exercised;
