[Mr. GQ]

The check from the UTG+2 shows weakness, likely two high cards, and underpair to the Q or two big cards. AA or KK is unlikely since you've got an A and K in your hand. When the MP player bets he's laying you the right immediate odds to draw to your A or K (13.4 to 1 on a 7 to 1 draw). However, the preflop action combined with reverse implied odds both really cut your outs down to partial one's, say maybe 3 in total (the backdoor straight is also there, it might be worth one). Now you're about 14 to 1 hit, but the pot is only laying 13.4 to 1. The UTG player also has yet to act (he checked), and you could be facing more bets. This looks like a fold to me.