Form 8-K

8-K — PMGC Holdings Inc.

Accession: 0001213900-26-044905

Filed: 2026-04-17

Period: 2026-04-16

CIK: 0001840563

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0286584-8k_pmgc.htm (Primary)

EX-10.1 — FORM OF SECURITIES PURCHASE AGREEMENT (ea028658401ex10-1.htm)

EX-10.2 — FORM OF PRE-PAID PURCHASE (ea028658401ex10-2.htm)

EX-10.3 — FORM OF GUARANTY (ea028658401ex10-3.htm)

EX-10.4 — FORM OF PLEDGE AGREEMENT (ea028658401ex10-4.htm)

EX-99.1 — PRESS RELEASE DATED APRIL 17, 2026 (ea028658401ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0286584-8k_pmgc.htm · Sequence: 1

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0001840563

2026-04-16

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

Current Report

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

April 16, 2026

PMGC Holdings Inc.

(Exact name of registrant as specified in its charter)

Nevada

001-41875

33-2382547

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

c/o 120 Newport Center Drive

Newport Beach, CA

92660

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including

area code: (888) 445-4886

N/A

(Former name or former address, if changed since

last report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13©(c))

Securities registered pursuant to Section 12(b)

of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.0001 par value

ELAB

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by

check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial

accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into

a Material Definitive Agreement.

Securities Purchase Agreement

On April 16, 2026, the Company entered into a securities purchase agreement

(the “Purchase Agreement”) with a certain investor (“Investor”). The Purchase Agreement provides for an equity

line of credit under which the Company agreed to issue and sell to Investor, upon the terms and conditions set forth in the Purchase Agreement

those shares of common stock of the Company, par value $0.0001 per share (the “Common Stock”) issuable under pre-paid purchases

(each, a “Pre-Paid Purchase”) in the aggregate purchase amount of up to $40,000,000 (such amount, the “Commitment Amount”),

which includes the initial Pre-Paid Purchase to be made under the Purchase Agreement, upon the terms and subject to the limitations and

conditions set forth in such Pre-Paid Purchase, as summarized herein: (i) an original principal amount of $10,730,000.00 (the “Pre-Paid

Purchase Shares”); and (ii) an additional 262,467 shares of Common Stock (the “Registered Shares”).

In connection with the Purchase Agreement, the Company also entered

into the Pledge Agreement (as defined and described herein). Additionally, in connection with the Purchase Agreement, the Company’s

current wholly-owned operating subsidiaries, Northstrive Biosciences Inc., a Delaware corporation (“Northstrive Biosciences”),

PMGC Capital LLC, a Nevada limited liability company (“PMGC Capital”), AGA Precision Systems LLC, a California limited liability

company (“AGA”), Pacific Sun Packaging Inc., a California corporation (“Pacific Sun”), and SVM Machining, Inc.,

a California corporation (“SVM”) each entered into a Guaranty (each, a “Guaranty”) for the benefit of Investor,

as further described herein.

Pre-Paid Purchase

The Pre-Paid Purchase carries an original issue discount of $700,000.00

(“OID”). The Company agreed to pay $30,000 to Investor to cover Investor’s legal fees, accounting costs, due diligence,

and other transaction costs incurred in connection with the transactions contemplated by the Purchase Agreement (the “Transaction

Expense Amount”). The Registered Shares and the Pre-Paid Purchase Shares shall be delivered on or around April 16, 2026 (the “Closing

Date”). The initial purchase price payable to the Company on the Closing Date was $10,000,000, computed as follows: $10,730,000.00

initial principal balance, less the OID, less the Transaction Expense Amount. In addition, Investor also agreed to pay $1,000,000 to the

Company for the Registered Shares.

The Company expects to consummate the Pre-Paid Purchase on or about

April 17, 2026 and to receive net proceeds of $9,727,380.00

after the deduction of the placement agent fee, legal fees, and other transaction-related expenses.

Request of Additional Pre-Paid Purchases

Pursuant to the Purchase Agreement, the Company may, at its sole and

absolute discretion, at any time and from time to time during the Commitment Period (as defined below), subject to the satisfaction of

closing conditions, request a Pre-Paid Purchase in an amount no more than the Maximum Purchase Amount and no less than $250,000 from Investor

by providing a written notice of such request to Investor (each, a “Request”). The closing of each Pre-Paid Purchase will

take place on or before the third (3rd) Trading Day following the date of such Request (the date of the closing of each Pre-Paid Purchase,

the “Pre-Paid Purchase Date”). Subject to the satisfaction of the conditions set forth in the Purchase Agreement as of such

Pre-Paid Purchase Date, Investor shall pay to Company the amount set forth in such Request (which amount shall serve as the purchase price

of such Pre-Paid Purchase) in immediately available funds to an account designated by Company in writing on each Pre-Paid Purchase Date

immediately following delivery of the applicable fully executed Pre-Paid Purchase, except as noted in the Purchase Agreement. Each Pre-Paid

Purchase will be considered a separate instrument with a separate outstanding balance and holding period. The original issue discount

(“OID”) for each subsequent Pre-Paid Purchase will be seven percent (7.0%) of the amount set forth in the applicable Request,

and each subsequent Pre-Paid Purchase will accrue interest at the rate of seven percent (7.0%) per annum. The floor price per share of

Common Stock of each subsequent Pre-Paid Purchase will be twenty percent (20%) of the Nasdaq Minimum Price on the Pre-Paid Purchase Date,

subject to another floor price for purposes of compliance with the Listing Rules of Nasdaq.

“Commitment Period” means the period beginning on April

16, 2026 and ending on the earlier of: (i) April 16, 2028, (ii) the date the Company has sold $40,000,000.00 in Pre-Paid Purchases under

the Purchase Agreement; and (iii) termination of the Purchase Agreement.

Participation Right

The Company granted to Investor a participation right in which Investor

has the right to participate, at Investor’s discretion and during the Commitment Period, in up to ten percent (10%) of the amount

sold in any debt or equity financing (the “Participation Right”). Within two (2) Trading Days prior to the consummation of

a financing (provided, however, that with respect to any public offering of the Company’s securities, the aforementioned time frame

shall instead be upon the commencement of offers to the public), the Company will provide Investor with written notice of the consummation

of such financing, along with copies of the transaction documents. Investor will then have up to five (5) Trading Days to elect to purchase

up to ten percent (10%) of the amount of debt or equity securities issued in such transaction on the most favorable terms and conditions

offered to any other purchaser of the same securities. The Company and Investor agreed that if the Company breaches its obligations with

respect to the Participation Right, Investor’s sole and exclusive remedy is to receive liquidated damages.

Weekly Sales Cap

Investor agreed that, so long as no Event of Default has occurred under

any Pre-Paid Purchase, it will not sell, during any calendar week, shares of Common Stock in an amount exceeding fifteen percent (15%)

of the total weekly dollar trading volume of the Common Stock on all trading markets for such week.

Covenants; Indemnification; Representations

and Warranties

The Company agreed that it shall not enter into any agreement or otherwise

agree to any covenant, condition, or obligation that locks up, restricts in any way or otherwise prohibits Company: (i) from entering

into a Variable Rate Transaction with Investor or any affiliate of Investor, or (ii) from issuing Common Stock, preferred stock, warrants,

convertible notes, Pre-Paid Purchases, other debt securities, or any other Company securities to Investor or any affiliate of Investor,

in each case without first obtaining the prior written consent of Investor, which may be granted or withheld in Investor’s sole

and absolute discretion.

In addition, the Company agreed to file a Form 424(b)(5) prospectus

supplement to on Form S-3 (Registration No. 333-284505) (“Shelf Registration Statement”) for the registration of the Registered

Shares and that portion of the Pre-Paid Purchase Shares eligible for registration pursuant to General Instruction I.B.6 of Form S-3,.and

deliver to Investor any legal opinions deemed necessary by Investor to trade the Registered Shares and the applicable portion of the Pre-Paid

Purchase Shares under such prospectus supplement. The Company agreed to obtain stockholder approval of the issuance of the Registered

Shares, the Pre-Paid Purchase Shares, all additional Pre-Paid Purchases that may be issued under the Purchase Agreement, and the shares

of Common Stock issuable under such Pre-Paid Purchases in excess of the 19.99% issuance cap placed by Nasdaq Listing Rule 5635(d) and

to file a Definitive Information Statement on Schedule 14C with the Securities & Exchange Commission to notify its stockholders of

this approval.

The Company agreed to reserve 7,500,000 shares of Common Stock from

its authorized and unissued Common Stock to provide for all issuances of Common Stock under the Purchase Agreement and all Pre-Paid Purchases

(the “Share Reserve”). The Company also further agreed to add additional Common Stock to the Share Reserve in increments of

100,000 shares of Common Stock as and when requested by Investor if as of the date of any such request the number of shares being held

in the Share Reserve is less than three (3) times the number of Common Stock equal to the Pre-Paid Purchase Outstanding Balance divided

by the Purchase Share Purchase Price.

The Company and Investor agreed to other customary covenants, closing

conditions, indemnification provisions and made customary representations and warranties.

Termination

The Company has the right to terminate the Purchase Agreement upon

ten (10) days’ prior written notice to Investor so long as no Pre-Paid Purchases are outstanding.

Guaranty; Pledge Agreement

Northstrive Biosciences, PMGC Capital, AGA, Pacific Sun, and SVM each

entered into the Guaranty for the benefit of Investor (each of these entities, in its capacity as a guaranty under the applicable Guaranty,

collectively, the “Guarantors”). Pursuant to the Guaranty, the Guarantors agreed to absolutely and unconditionally guaranty

the prompt payment in full of the Obligations.

Pursuant to the Pledge Agreement, the Company’s obligations under

the Pre-Paid Purchases and the other Transaction Documents are secured by: the Collateral, which includes the equity interests of the

subsidiaries of the Company, any businesses purchased by the Company after the date of the Pledge Agreement, and the equity interests

in any subsidiaries formed by the Company after the date of the Pledge Agreement. Investor has a first-position security interest in the

Collateral.

The Company agreed not to grant or create any

security interest, claim, transfer restriction, lien, pledge or other encumbrance with respect to the Collateral or attempt to or actually

sell, transfer or otherwise dispose of the Collateral, until the Obligations have been paid and performed in full.

Capitalized terms used but not

otherwise defined in this Current Report on Form 8-K shall have the respective meanings ascribed thereto by the Purchase Agreement, the

Pre-Paid Purchase, the Guaranty, and the Pledge Agreement, as applicable. The foregoing summary of the Purchase

Agreement, the First Pre-Paid Purchase, the Guaranty, and the Pledge Agreement and the transactions contemplated thereby do not

purport to be complete and are subject to, and qualified in their entirety by, the full text of the Purchase

Agreement, the First Pre-Paid Purchase, the Guaranty, and the Pledge Agreement, which are filed in this Current Report on Form 8-K as

Exhibits 10.1, 10.2, 10.3, and 10.4, respectively.

Item 3.02 Unregistered

Sales of Equity Securities.

The disclosure required by this Item 3.02 and included in Item 1.01

of this Form 8-K is incorporated herein by reference. The sale of shares of Common Stock by the Company to the Investor pursuant to the

Purchase Agreement, including both the Registered Shares and the Pre-Paid Purchase Shares were not registered under the Securities Act

pursuant to the exemptions from registration available under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities

Act”) and/or Rule 506 of Regulation D promulgated thereunder.

Item 7.01 Regulation

FD Disclosure.

On April 17, 2026, the Company issued a press release, a copy of which

is furnished as Exhibit 99.1 to this current report on Form 8-K.

The information furnished pursuant to this Item 7.01, including Exhibit

99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange

Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any

filing of the Company under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such

filing.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.

Description

10.1+

Form of Securities Purchase Agreement

10.2+

Form of Pre-Paid Purchase

10.3+

Form of Guaranty

10.4+

Form of Pledge Agreement

99.1+

Press Release dated April 17, 2026

104

Cover Page Interactive Data File (formatted in Inline XBRL).

+ Portions of this exhibit have been redacted.

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, as amended, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned

hereunto duly authorized.

Date: April

17, 2026

PMGC Holdings Inc.

By:

/s/ Graydon Bensler

Name:

Graydon Bensler

Title:

Chief Executive Officer and Chief Financial Officer

EX-10.1 — FORM OF SECURITIES PURCHASE AGREEMENT

EX-10.1

Filename: ea028658401ex10-1.htm · Sequence: 2

Exhibit 10.1

PORTIONS OF THIS EXHIBIT HAVE BEEN

REDACTED BECAUSE IT IS NOT MATERIAL AND OF A TYPE THAT PMGC HOLDINGS INC. TREATS AS PRIVATE OR CONFIDENTIAL. SUCH REDACTED PORTIONS ARE

INDICATED WITH “[***].”

Securities Purchase Agreement

This

Securities Purchase Agreement (this “Agreement”), dated as of April 16, 2026, is entered into by and between

PMGC Holdings Inc., a Nevada corporation (“Company”), and [***],

its successors and/or assigns (“Investor”). Capitalized terms used but not otherwise defined herein will have the meanings

set forth in Section 12.

A. Company

and Investor are executing and delivering this Agreement in reliance upon an exemption from securities registration afforded by the Securities

Act of 1933, as amended (the “1933 Act”), and the rules and regulations promulgated thereunder by the United States

Securities and Exchange Commission (the “SEC”).

B. Investor desires to

purchase and Company desires to issue and sell, upon the terms and conditions set forth in this Agreement: (i) one or more Secured

Pre-Paid Purchases, in form substantially similar to that attached hereto as Exhibit A (each, a “Pre-Paid

Purchase”), in the aggregate purchase amount of up to $40,000,000.00 (the “Commitment Amount”), for the

purchase of shares of common stock, par value $0.0001 per share, of Company (the “Common Shares”), upon the terms

and subject to the limitations and conditions set forth in each such Pre-Paid Purchase; and (ii) 262,467 Common Shares to be

delivered by Company to Investor at Closing (as defined below) and registered for resale by Company on behalf of Investor on a

registration statement filed with and declared effective by the SEC (the “Registered Shares”).

C. This

Agreement, the Pre-Paid Purchases, the Guaranty (as defined below), the Pledge Agreement (as defined below), and all other certificates,

documents, agreements, resolutions and instruments delivered to any party under or in connection with this Agreement, as the same may

be amended from time to time, are collectively referred to herein as the “Transaction Documents.”

D. For

purposes of this Agreement: “Purchase Shares” means all Common Shares issuable pursuant to the Pre-Paid Purchases;

and “Securities” means the Pre-Paid Purchases, the Registered Shares, and the Purchase Shares.

NOW, THEREFORE, in

consideration of the above recitals and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,

Company and Investor hereby agree as follows:

1. Purchase

and Sale of Securities.

1.1. Securities.

Company shall issue and sell to Investor and Investor shall purchase from Company the Securities. In consideration thereof, Investor shall

pay the Purchase Price (as defined below) at Closing.

1.2. Form

of Payment. On the Closing Date (as defined below), Investor shall pay to Company via wire transfer of immediately available funds:

(i) the Initial Purchase Price (as defined below) against delivery of Secured Pre-Paid Purchase #1 in the original principal amount of

$10,730,000.00 (the “Initial Pre-Paid Purchase”); and (ii) the Registered Share Purchase Price (as defined below) against

delivery of the Registered Shares.

1.3. Closing

Date. Subject to the satisfaction (or written waiver) of the conditions set forth in Section 6 and Section 7 below, the date of the

issuance and sale of the Initial Pre-Paid Purchase and the Registered Shares pursuant to this Agreement (the “Closing Date”)

shall be April 17, 2026, or another mutually agreed upon date. The closing of the transactions contemplated by this Agreement (the “Closing”)

shall occur on the Closing Date by means of the exchange of electronically signed documents but shall be deemed for all purposes to have

occurred at the offices of [***] in [***].

1.4. Subsidiary

Guaranty. The Pre-Paid Purchases will be guaranteed by all subsidiaries of the Company (the “Subsidiaries”) pursuant

to the Guaranty attached hereto as Exhibit B (the “Guaranty”).

1.5. Collateral

for Pre-Paid Purchases. Company’s obligations under the Pre-Paid Purchases and the other Transaction Documents will be secured

by a pledge of Company’s equity interests in the Subsidiaries pursuant to the Pledge Agreement attached hereto as Exhibit C

(the “Pledge Agreement”).

1.6. Purchase

Price. The Initial Pre-Paid Purchase carries an original issue discount of $700,000.00 (“OID”). The OID for the

Initial Pre-Paid Purchase will be included in the initial principal balance of the Initial Pre-Paid Purchase. In addition, Company agrees

to pay $30,000.00 to Investor to cover Investor’s legal fees, accounting costs, due diligence, and other transaction costs incurred

in connection with the purchase and sale of the Initial Pre-Paid Purchase (the “Transaction Expense Amount”). The OID

and Transaction Expense Amount will be included in the initial principal balance of the Initial Pre-Paid Purchase. The initial purchase

price payable to Company at Closing for the Initial Pre-Paid Purchase shall be $10,000,000.00 (the “Initial Purchase Price”),

computed as follows: $10,730,000.00 initial principal balance, less the OID, less the Transaction Expense Amount. In addition to the Initial

Purchase Price, Investor will also pay $1,000,000.00 to Company for the Registered Shares (the “Registered Share Purchase Price,”

and together with the Initial Purchase Price, the “Purchase Price”).

1.7. Request

for Additional Pre-Paid Purchases. The parties hereby agree that Company may, at its sole and absolute discretion, at any time and

from time to time during the Commitment Period, subject to the satisfaction of the conditions set forth in Annex I attached

hereto, request a Pre-Paid Purchase in an amount no more than the Maximum Purchase Amount and no less than the Minimum Purchase Amount

from Investor by providing a written notice of such request to Investor (each, a “Request”). The closing of each Pre-Paid

Purchase shall take place on or before the third (3rd) Trading Day (as defined in the Initial Pre-Paid Purchase) following the date of

such Request (the date of the closing of each Pre-Paid Purchase shall be referred to as the “Pre-Paid Purchase Date”).

Subject to the satisfaction of the conditions set forth in Annex I attached hereto as of such Pre-Paid Purchase Date,

Investor shall pay to Company the amount set forth in such Request (which amount shall serve as the purchase price of such Pre-Paid

Purchase) in immediately available funds to an account designated by Company in writing on each Pre-Paid Purchase Date (except in

respect of the Initial Pre-Paid Purchase, which shall be paid at Closing) immediately following delivery of the applicable fully executed

Pre-Paid Purchase in a form substantially similar to the Initial Pre-Paid Purchase except as noted in this Section 1.7. Each Pre-Paid

Purchase will be considered a separate instrument with a separate outstanding balance and holding period. The OID for each subsequent

Pre-Paid Purchase after the Initial Pre-Paid Purchase will be seven percent (7%) of the amount set forth in the applicable Request, and

each subsequent Pre-Paid Purchase will accrue interest at the rate of seven and one-half percent (7.5%) per annum. The Floor Price (as

defined in the Pre-Paid Purchases) of each subsequent Pre-Paid Purchase will be twenty percent (20%) of the Nasdaq Minimum Price on the

applicable Pre-Paid Purchase Date.

2. Investor’s

Representations and Warranties. Investor represents and warrants to Company that as of the Closing Date: (i) this Agreement has been

duly and validly authorized; (ii) this Agreement constitutes a valid and binding agreement of Investor enforceable in accordance with

its terms; and (iii) Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D of the 1933

Act.

3. Company’s

Representations and Warranties. Company represents and warrants to Investor that as of the Closing Date: (i) Company is a corporation

duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and has the requisite corporate

power to own its properties and to carry on its business as now being conducted; (ii) Company is duly qualified to do business and is

in good standing in each jurisdiction where the nature of the business conducted or property owned by it makes such qualification necessary;

(iii) Company has registered its Common Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “1934

Act”), and is obligated to file reports pursuant to Section 13 or Section 15(d) of the 1934 Act; (iv) each of the

Transaction Documents and the transactions contemplated hereby and thereby, have been duly and validly authorized by Company and all necessary

actions have been taken; (v) this Agreement and all the other Transaction Documents have been duly executed and delivered by Company and

constitute the valid and binding obligations of Company enforceable in accordance with their terms; (vi) the execution and delivery of

the Transaction Documents by Company, the issuance of the Securities in accordance with the terms hereof, and the consummation by Company

of the other transactions contemplated by the Transaction Documents do not and will not conflict with or result in a breach by Company

of any of the terms or provisions of, or constitute a default under (a) Company’s formation documents or bylaws, each as currently

in effect, (b) any indenture, mortgage, deed of trust, or other material agreement or instrument to which Company is a party or by which

it or any of its properties or assets are bound, including, without limitation, any listing agreement for the Common Shares, or (c) any

existing applicable law, rule, or regulation or any applicable decree, judgment, or order of any court, United States federal, state or

foreign regulatory body, administrative agency, or other governmental body having jurisdiction over Company or any of Company’s

properties or assets; (vii) no further authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory

organization, or stock exchange or market or the stockholders or any investor or lender of Company is required to be obtained by Company

for the issuance of the Securities to Investor or the entering into of the Transaction Documents; (viii) none of Company’s filings

with the SEC contained, at the time they were filed, any untrue statement of a material fact or omitted to state any material fact required

to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading;

(ix) Company has filed all reports, schedules, forms, statements and other documents required to be filed by Company with the SEC under

the 1934 Act on a timely basis or has received a valid extension of such time of filing and has filed any such report, schedule, form,

statement or other document prior to the expiration of any such extension; (x) there is no action, suit, proceeding, inquiry or investigation

before or by any court, public board or body pending or, to the knowledge of Company, threatened against or affecting Company before or

by any governmental authority or non-governmental department, commission, board, bureau, agency or instrumentality or any other person,

wherein an unfavorable decision, ruling or finding would have a material adverse effect on Company or which would adversely affect the

validity or enforceability of, or the authority or ability of Company to perform its obligations under, any of the Transaction Documents;

(xi) Company has not consummated any financing transaction or any other material transaction or event that has not been disclosed in a

periodic filing or current report with the SEC under the 1934 Act, except as set forth in Schedule 3(xi); (xii) Company is not,

nor has it been at any time in the previous twelve (12) months, a “Shell Company,” as such type of “issuer” is

described in Rule 144(i)(1) under the 1933 Act; (xiii) with respect to any commissions, placement agent or finder’s fees or similar

payments that will or would become due and owing by Company to any person or entity as a result of this Agreement or the transactions

contemplated hereby (“Broker Fees”), any such Broker Fees will be made in full compliance with all applicable laws

and regulations and only to a person or entity that is a registered investment adviser or registered broker-dealer; (xiv) Investor shall

have no obligation with respect to any Broker Fees or with respect to any claims made by or on behalf of other persons for fees of a type

contemplated in this subsection that may be due in connection with the transactions contemplated hereby and Company shall indemnify and

hold harmless each of Investor, Investor’s employees, officers, directors, stockholders, members, managers, agents, and partners,

and their respective affiliates, from and against all claims, losses, damages, costs (including the costs of preparation and attorneys’

fees) and expenses suffered in respect of any such claimed Broker Fees; (xv) neither Investor nor any of its officers, directors, stockholders,

members, managers, employees, agents or representatives has made any representations or warranties to Company or any of its officers,

directors, employees, agents or representatives except as expressly set forth in the Transaction Documents and, in making its decision

to enter into the transactions contemplated by the Transaction Documents, Company is not relying on any representation, warranty, covenant

or promise of Investor or its officers, directors, members, managers, employees, agents or representatives other than as set forth in

the Transaction Documents; (xvi) Company acknowledges that the State of Utah has a reasonable relationship and sufficient contacts to

the transactions contemplated by the Transaction Documents and any dispute that may arise related thereto such that the laws and venue

of the State of Utah, as set forth more specifically in Section 13.2 below, shall be applicable to the Transaction Documents and the transactions

contemplated therein; (xvii) Company acknowledges that Investor is not registered as a ‘dealer’ under the 1934 Act; (xviii)

Company has performed due diligence and background research on Investor and its affiliates and has received and reviewed the due diligence

packet provided by Investor; (xix) Company agrees that each Pre-Paid Purchase issued hereunder will be deemed to be a security under the

1933 Act for all purposes and agrees not to take a contrary position in any document, statement, setting, or situation; and (xx) Company

does not own any material assets other than its equity interests in the Subsidiaries. Company, being aware of the matters and legal issues

described in subsections (xvii) and (xviii) above, acknowledges and agrees that such matters, or any similar matters, have no bearing

on the transactions contemplated by the Transaction Documents and covenants and agrees it will not use any such information or legal theory

as a defense to performance of its obligations under the Transaction Documents or in any attempt to avoid, modify, reduce, rescind or

void such obligations.

4. Company

Covenants. Until all of Company’s obligations under all of the Transaction Documents are paid and performed in full, or within

the timeframes otherwise specifically set forth below, Company will at all times comply with the following covenants: (i) so long as Investor

beneficially owns any of the Securities and for at least twenty (20) Trading Days thereafter, Company will remain in good standing with

its Principal Market and timely file on the applicable deadline all reports required to be filed with the SEC pursuant to Sections 13

or 15(d) of the 1934 Act, and will take all reasonable action under its control to ensure that adequate current public information with

respect to Company, as required in accordance with Rule 144 of the 1933 Act, is publicly available, and will not terminate its status

as an issuer required to file reports under the 1934 Act even if the 1934 Act or the rules and regulations thereunder would permit such

termination, provided, however, that if the Company fails to make any such filing by the applicable deadline, Company shall have a period

of fifteen (15) calendar days following such deadline within which to cure such failure by making the required filing; (ii) when issued,

the Registered Shares and the Purchase Shares will be duly authorized, validly issued, fully paid for and non-assessable, free and clear

of all liens, claims, charges and encumbrances; (iii) the Common Shares shall be listed or quoted for trading on NYSE, NYSE American,

or Nasdaq; (iv) trading in the Common Shares will not be suspended, halted, chilled, frozen, reach zero bid or otherwise cease trading

on Company’s Principal Market; (v) neither Company nor any Subsidiary will make any Restricted Issuance (as defined below) without

Investor’s prior written consent, which consent may be granted or withheld in Investor’s sole and absolute discretion; (vi)

Company shall ensure that no Subsidiary grants any lien, security interest or other encumbrance on any equity interests of such Subsidiary;

(vii) Company shall not permit any Subsidiary to sell, transfer or issue any equity interests, or grant any option, warrant or other right

to acquire any equity interests or voting rights, in such Subsidiary; (viii) Company shall not enter into any agreement or otherwise agree

to any covenant, condition, or obligation that locks up, restricts in any way or otherwise prohibits Company: (a) from entering into a

Variable Rate Transaction with Investor or any affiliate of Investor, or (b) from issuing Common Shares, preferred stock, warrants, convertible

notes, Pre-Paid Purchases, other debt securities, or any other Company securities to Investor or any affiliate of Investor, in each case

without first obtaining the prior written consent of Investor, which may be granted or withheld in Investor’s sole and absolute

discretion; (ix) Company will file a Definitive Information Statement on Schedule DEF14C with the SEC to notify its stockholders of the

Approval (as defined below) on the eleventh (11th) day following the filing of a Preliminary Information Statement on Schedule

PRE14C (a “PRE14C”) for the Approval, or as soon as practicable thereafter in the event that Company is required to respond

to SEC comments, if any, on the PRE14C; (x) in the event Company acquires any business, within ten (10) days of such acquisition, Company

will cause such acquired business to become a party to the Guaranty to guarantee Company’s obligations under the Pre-Paid Purchases;

and (xi) Company will use any available capacity on its registration statement on Form S-3 (Registration No. 333-284505) (the “Shelf

Registration Statement”) that becomes available from time to time, within five (5) Trading Days of such capacity becoming available,

for the registration of Purchase Shares and not for any other party or purpose.

5. Termination.

So long as no Pre-Paid Purchases are outstanding and Investor owns no Purchase Shares, Company will have the right to terminate this Agreement

upon ten (10) days’ prior written notice to Investor.

6. Conditions

to Company’s Obligation to Sell. The obligation of Company hereunder to issue and sell the Initial Pre-Paid Purchase and the

Registered Shares to Investor at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions:

6.1. Investor

shall have executed all applicable Transaction Documents and delivered the same to Company.

6.2. Investor

shall have delivered the Purchase Price to Company in accordance with Section 1.2 above.

7. Conditions

to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Initial Pre-Paid Purchase and the

Registered Shares at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided

that these conditions are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion:

7.1. Company

shall have executed all applicable Transaction Documents and delivered the same to Investor.

7.2. Company

shall have issued the Registered Shares to Investor.

7.3. Company

shall have delivered to Investor a fully executed Irrevocable Letter of Instructions to Transfer Agent (the “TA Letter”)

substantially in the form attached hereto as Exhibit D acknowledged and agreed to in writing by Company’s transfer agent

(the “Transfer Agent”).

7.4. Company

shall have delivered to Investor a fully executed Secretary’s Certificate substantially in the form attached hereto as Exhibit

E, evidencing Company’s approval of the Transaction Documents.

7.5. Company

shall have delivered to Investor a fully executed Share Issuance Resolution substantially in the form attached hereto as Exhibit F

to be delivered to the Transfer Agent.

7.6. Each

of the Subsidiaries shall have executed and delivered the Guaranty to Investor.

7.7. Company

shall have filed a Form 424B prospectus supplement to its Shelf Registration Statement that is reasonably acceptable to Investor for the

registration of the Registered Shares and delivered to Investor any legal opinions deemed necessary by Investor to trade the Registered

Shares under such prospectus supplement.

7.8. Company

shall have filed a Form 424B prospectus supplement to its Shelf Registration Statement that is reasonably acceptable to Investor for the

registration of a dollar amount of Purchase Shares that may be issuable pursuant to the Initial Pre-Paid Purchase equal to all remaining

capacity on the Shelf Registration Statement, and delivered to Investor any legal opinions deemed necessary by Investor to trade such

Purchase Shares under such prospectus supplement.

7.9. Company

shall have received stockholder approval of the issuance of the Registered Shares, the Initial Pre-Paid Purchase, all additional Pre-Paid

Purchases that may be issued hereunder, and the Purchase Shares under the Pre-Paid Purchases in excess of the 19.99% issuance cap placed

by Nasdaq Listing Rule 5635(d) (the “Approval”) and filed a PRE14C with the SEC to notify its stockholders of the Approval.

8. Reservation

of Shares. On the date hereof, Company will reserve 7,500,000 Common Shares from its authorized and unissued Common Shares to provide

for all issuances of Common Shares under this Agreement and all Pre-Paid Purchases (the “Share Reserve”). Company further

agrees to add additional Common Shares to the Share Reserve in increments of 100,000 shares as and when requested by Investor if as of

the date of any such request the number of shares being held in the Share Reserve is less than three (3) times the number of Common Shares

equal to the Pre-Paid Purchase Outstanding Balance divided by the Purchase Share Purchase Price (as defined in the Pre-Paid Purchases).

Company shall further require the Transfer Agent to hold the Common Shares reserved pursuant to the Share Reserve exclusively for the

benefit of Investor and to issue such shares to Investor promptly upon Investor’s delivery of a Purchase Notice under the Pre-Paid

Purchase. Finally, Company shall require the Transfer Agent to issue Common Shares pursuant to the Pre-Paid Purchase to Investor out of

its authorized and unissued shares, and not the Share Reserve, to the extent Common Shares have been authorized, but not issued, and are

not included in the Share Reserve. The Transfer Agent shall only issue Common Shares out of the Share Reserve to the extent there are

no other authorized shares available for issuance and then only with Investor’s written consent.

9. Most

Favored Nation. So long as any Pre-Paid Purchase is outstanding, upon any issuance by Company of any security (including Pre-Paid

Purchases issued after the Initial Pre-Paid Purchase) with any term or condition more favorable to the holder of such security or with

a term in favor of the holder of such security that was not similarly provided to Investor in the Transaction Documents, in all cases

solely with respect to the Floor Price or Purchase Share Purchase Price, Company shall notify Investor of such additional or more favorable

term and such term, at Investor’s option, shall become a part of the Transaction Documents for the benefit of Investor. Additionally,

if Company fails to notify Investor of any such additional or more favorable term, but Investor becomes aware that Company has granted

such a term to any third party, Investor may notify Company of such additional or more favorable term and such term shall become a part

of the Transaction Documents retroactive to the date on which such term was granted to the applicable third party.

10. Participation

Right. During the Commitment Period, Company hereby grants to Investor a participation right, whereby Investor shall have the right

to participate at Investor’s discretion in up to ten percent (10%) of the amount sold in any debt or equity financing (the “Participation

Right”). Within two (2) Trading Days prior to the consummation of a financing (provided, however, that with respect to any public

offering of Company’s securities, the aforementioned time frame shall instead be upon the commencement of offers to the public),

Company will provide Investor with written notice of the consummation of such financing, along with copies of the transaction documents.

Investor will then have up to five (5) Trading Days (provided, however, that with respect to any public offering of Company’s securities,

the aforementioned time frame shall instead be upon the commencement of offers to the public) to elect to purchase up to ten percent (10%)

of the amount of debt or equity securities issued in such transaction on the most favorable terms and conditions offered to any other

purchaser of the same securities. The parties agree that in the event Company breaches its obligations with respect to the Participation

Right, Investor’s sole and exclusive remedy shall be to receive, as liquidated damages, an amount equal to twenty percent (20%)

of the amount Investor would have been entitled to invest under the Participation Right. For the avoidance of doubt, Company’s breach

of its obligations with respect to the Participation Right will not be considered Event of Default (as defined in each Pre-Paid Purchase)

under the Pre-Paid Purchases.

11. Sales

Limitation. Investor agrees that, so long as no Event of Default (as defined the Pre-Paid Purchases) has occurred under any Pre-Paid

Purchase, it will not sell, during any calendar week, Common Shares in an amount exceeding fifteen percent (15%) of the total weekly dollar

trading volume of the Common Shares on all trading markets (including regular and extended trading) for such week (the “Weekly

Sales Cap”). In the event Investor breaches such covenant, Company’s sole and exclusive remedy shall be the reduction

of the Pre-Paid Purchase Outstanding Balance by the dollar amount that Investor’s sales of Common Shares exceeded the Weekly Sales

Cap. For the avoidance of doubt, both the Weekly Sales Cap and Company’s remedy related to such limitation shall expire thirty (30)

days after the termination of the Commitment Period.

12. Certain

Definitions.

12.1. “Applicable

Laws” means all applicable laws, statutes, rules, regulations, orders, executive orders, directives, policies, guidelines and

codes having the force of law, whether local, national, or international, as amended from time to time, including without limitation (i)

all applicable laws that relate to money laundering, terrorist financing, financial record keeping and reporting, (ii) all applicable

laws that relate to anti-bribery, anti-corruption, books and records and internal controls, including the United States Foreign Corrupt

Practices Act of 1977, and (iii) any sanctions laws.

12.2. “Change

of Control” means the transfer (whether by tender offer, merger, stock purchase, consolidation or other similar transaction),

in one transaction or a series of related transactions, to a person or group of affiliated persons of Company’s securities if, after

such transfer, such person or group of affiliated persons would hold more than 50% of outstanding voting securities of Company, or would

otherwise have the power to control Company or to direct the operations of Company.

12.3. “Commitment

Period” means the period beginning on the Closing Date and ending on the earlier of: (i) the date that is twenty-four (24) months

from the Closing Date, (ii) the date Company has sold $40,000,000.00 in Pre-Paid Purchases hereunder; and (iii) termination of this Agreement.

Notwithstanding the foregoing, in the event that a definitive agreement that contemplates a Change of Control is entered into after the

Closing, the Commitment Period for any Pre-Paid Purchases shall automatically terminate immediately prior to the consummation of such

Change of Control. Company may waive this condition subsequent, at its sole discretion. For the avoidance of doubt, the termination

of the Commitment Period will not affect Company’s obligations with respect to Pre-Paid Purchases issued prior to the termination

of the Commitment Period.

12.4. “Material

Adverse Effect” means a material adverse effect on Company’s business, operations, property or condition (financial or

otherwise) or on its ability to perform its obligations hereunder; provided, however, that “Material Adverse Effect”

shall not include any event, occurrence, fact, condition or change, directly or indirectly, arising out of or attributable to: (i) general

economic or political conditions, (ii) conditions generally affecting the industry in which Company or any of its subsidiaries operates,

(iii) any changes in financial or securities markets in general, (iv) acts of war (whether or not declared), armed hostilities or terrorism,

or the escalation or worsening thereof, (v) any pandemic, epidemics or human health crises (including COVID-19), (vi) any changes in applicable

laws or accounting rules (including GAAP), (vii) the announcement, pendency or completion of the transactions contemplated by the Transaction

Documents, (viii) any action required or permitted by the Transaction Documents or any action taken (or omitted to be taken) with the

written consent of or at the written request of the Investor; (ix) a reincorporation by Company into another State; or (ii) a Series A

Warrant Transaction.

12.5. “Maximum

Purchase Amount” means $5,000,000.00 less the Pre-Paid Purchase Outstanding Balance, rounded down to the nearest $1,000.00.

12.6. “Minimum

Purchase Amount” means $250,000.00.

12.7. “Nasdaq

Minimum Price” means the Minimum Price as defined under Nasdaq Rule 5635(d).

12.8. “Periodic

Reports” shall mean Company’s (i) annual reports on Form 10-K, (ii) quarterly report to be filed on Form 10-Q, (iii) current

reports to be filed on Form 8-K, and (iv) all other reports required to be filed by Company with the SEC under applicable laws and regulations

(including, without limitation, Regulation S-K); provided that all such Periodic Reports shall include, when filed, all

information, financial statements, audit reports (when applicable) and other information required to be included in such Periodic Reports

in compliance with all applicable laws and regulations.

12.9. “Pre-Paid

Purchase Outstanding Balance” means the aggregate outstanding balance of all outstanding Pre-Paid Purchases.

12.10. “Principal

Market” means Nasdaq; provided however, that in the event Company’s Common Shares are ever listed or traded on the New

York Stock Exchange, or the NYSE American, then the “Principal Market” shall mean such other market or exchange on which Company’s

Common Shares are then listed or traded.

12.11. “Purchase

Notice” means a written notice in the form of Exhibit A to the Pre-Paid Purchase delivered by Investor to Company requiring

Company to sell Purchase Shares to Investor.

12.12. “Purchase

Notice Date” means each date Investor delivers to Company a Purchase Notice.

12.13. “Restricted

Issuance” means: (1) the issuance, incurrence, or guaranty of any debt obligations (including any merchant cash advance, account

receivable factoring, or other similar agreement), other than trade payables in the ordinary course of business; and (2) the issuance

of any securities through a Variable Rate Transaction. For the avoidance of doubt, Common Shares issued pursuant to any of the following

will not be considered Restricted Issuances: (1) “at-the-market” trading (ATM) facilities; (2) unsecured commercial bank loans

and lines of credit (not including equity lines of credit); (3) leases; (4) any transaction involving the acquisition, merger, or otherwise

of any business by the Company, unless such transaction results in a Change of Control (as defined in the Initial Pre-Paid Purchase);

or (5) an issuance of securities that does not include a Variable Rate Transaction and that is not otherwise prohibited under this Agreement.

12.14. “Variable

Rate Transaction” means any transaction involving securities that: (1) have or may have conversion rights of any kind, contingent,

conditional or otherwise, in which the number of shares that may be issued pursuant to such conversion right varies with the market price

of the Common Shares; (2) are or may become convertible into Common Shares (including without limitation convertible debt, warrants, or

convertible preferred shares), with a conversion price that varies with the market price of the Common Shares, even if such security only

becomes convertible following an event of default, the passage of time, or another trigger event or condition; (3) have a fixed conversion

price, exercise price or exchange price that is subject to being reset at some future date at any time after the initial issuance of such

debt or equity security (A) due to a change in the market price of Company’s Common Shares since the date of the initial issuance

or (B) upon the occurrence of specified or contingent events directly or indirectly related to the business of Company (including, without

limitation, any “full ratchet” or “weighted average” anti-dilution provisions, but not including any standard

anti-dilution protection for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction), or such

debt security contains a fixed conversion price with a provision to increase the outstanding balance upon a breach or default; or (4)

are issued or will be issued in connection with a Section 3(a)(9) exchange, a Section 3(a)(10) settlement, or any other similar settlement

or exchange.

13. Miscellaneous.

The provisions set forth in this Section 13 shall apply to this Agreement, as well as all other Transaction Documents as if these terms

were fully set forth therein; provided, however, that in the event there is a conflict between any provision set forth in this Section

13 and any provision in any other Transaction Document, the provision in such other Transaction Document shall govern. Investor hereby

gives the Company its written consent to enter into the Transaction Documents, in waiver of Section 4 of that certain Securities Purchase

Agreement between the Company and Investor dated September 23, 2025.

13.1. Arbitration

of Claims. The parties shall submit all Claims (as defined in Exhibit G) arising under this Agreement or any other Transaction

Document or any other agreement between the parties and their affiliates or any Claim relating to the relationship of the parties to binding

arbitration pursuant to the arbitration provisions set forth in Exhibit G attached hereto (the “Arbitration Provisions”).

For the avoidance of doubt, the parties agree that the injunction described in Section 13.3 below may be pursued in an arbitration that

is separate and apart from any other arbitration regarding all other Claims arising under the Transaction Documents. The parties hereby

acknowledge and agree that the Arbitration Provisions are unconditionally binding on the parties hereto and are severable from all other

provisions of this Agreement. By executing this Agreement, Company represents, warrants and covenants that Company has reviewed the Arbitration

Provisions carefully, consulted with legal counsel about such provisions (or waived its right to do so), understands that the Arbitration

Provisions are intended to allow for the expeditious and efficient resolution of any dispute hereunder, agrees to the terms and limitations

set forth in the Arbitration Provisions, and that Company will not take a position contrary to the foregoing representations. Company

acknowledges and agrees that Investor may rely upon the foregoing representations and covenants of Company regarding the Arbitration Provisions.

13.2. Governing

Law; Venue. This Agreement shall be construed and enforced in accordance with, and all questions concerning the construction, validity,

interpretation and performance of this Agreement shall be governed by, the internal laws of the State of Utah, without giving effect to

any choice of law or conflict of law provision or rule (whether of the State of Utah or any other jurisdiction) that would cause the application

of the laws of any jurisdiction other than the State of Utah. Each party consents to and expressly agrees that the exclusive venue for

arbitration of any dispute arising out of or relating to any Transaction Document or the relationship of the parties or their affiliates

shall be in Salt Lake County, Utah. Without modifying the parties’ obligations to resolve disputes hereunder pursuant to the Arbitration

Provisions, for any litigation arising in connection with any of the Transaction Documents (and notwithstanding the terms (specifically

including any governing law and venue terms) of any transfer agent services agreement or other agreement between the Transfer Agent and

Company, such litigation specifically includes, without limitation any action between or involving Company and the Transfer Agent under

the TA Letter or otherwise related to Investor in any way (specifically including, without limitation, any action where Company seeks

to obtain an injunction, temporary restraining order, or otherwise prohibit the Transfer Agent from issuing Common Shares to Investor

for any reason)), each party hereto hereby (i) consents to and expressly submits to the exclusive personal jurisdiction of any state or

federal court sitting in Salt Lake County, Utah, (ii) expressly submits to the exclusive venue of any such court for the purposes hereof,

(iii) agrees to not bring any such action (specifically including, without limitation, any action where Company seeks to obtain an injunction,

temporary restraining order, or otherwise prohibit the Transfer Agent from issuing Common Shares to Investor for any reason) outside of

any state or federal court sitting in Salt Lake County, Utah, and (iv) waives any claim of improper venue and any claim or objection that

such courts are an inconvenient forum or any other claim, defense or objection to the bringing of any such proceeding in such jurisdiction

or to any claim that such venue of the suit, action or proceeding is improper. Finally, Company covenants and agrees to name Investor

as a party in interest in, and provide written notice to Investor in accordance with Section 13.10 below prior to bringing or filing,

any action (including without limitation any filing or action against any person or entity that is not a party to this Agreement, including

without limitation the Transfer Agent) that is related in any way to the Transaction Documents or any transaction contemplated herein

or therein, including without limitation any action brought by Company to enjoin or prevent the issuance of any Common Shares to Investor

by the Transfer Agent, and further agrees to timely name Investor as a party to any such action. Company acknowledges that the governing

law and venue provisions set forth in this Section 13.2 are material terms to induce Investor to enter into the Transaction Documents

and that but for Company’s agreements set forth in this Section 13.2 Investor would not have entered into the Transaction Documents.

13.3. Specific

Performance. Company acknowledges and agrees that Investor may suffer irreparable harm in the event that Company fails to perform

any material provision of this Agreement or any of the other Transaction Documents in accordance with its specific terms. It is accordingly

agreed that Investor shall be entitled to one or more injunctions to prevent or cure breaches of the provisions of this Agreement or such

other Transaction Document and to enforce specifically the terms and provisions hereof or thereof, this being in addition to any other

remedy to which Investor may be entitled under the Transaction Documents, at law or in equity. Company specifically agrees that: (i) following

an Event of Default under any Pre-Paid Purchase, Investor shall have the right to seek and receive injunctive relief from a court or an

arbitrator prohibiting Company from issuing any of its Common Shares or preferred stock to any party unless the Pre-Paid Purchase Outstanding

Balance is being paid in full simultaneously with such issuance; (ii) following a breach of Section 4(viii) above, Investor shall have

the right to seek and receive injunctive relief from a court or arbitrator invalidating such lock-up; and (iii) if Company enters into

a definitive agreement that contemplates a Fundamental Transaction (as defined in the Initial Pre-Paid Purchase), unless such agreement

contains a closing condition that all outstanding Pre-Paid Purchases are repaid in full upon consummation of the transaction or Investor

has provided its written consent in writing to such Fundamental Transaction, Investor shall have the right to seek and receive injunctive

relief from a court or arbitrator preventing the consummation of such transaction. Company specifically acknowledges that Investor’s

right to obtain specific performance constitutes bargained for leverage and that the loss of such leverage would result in irreparable

harm to Investor. For the avoidance of doubt, in the event Investor seeks to obtain an injunction from a court or an arbitrator against

Company or specific performance of any provision of any Transaction Document, such action shall not be a waiver of any right of Investor

under any Transaction Document, at law, or in equity, including without limitation its rights to arbitrate any Claim pursuant to the terms

of the Transaction Documents, nor shall Investor’s pursuit of an injunction prevent Investor, under the doctrines of claim preclusion,

issues preclusion, res judicata or other similar legal doctrines, from pursuing other Claims in the future in a separate arbitration.

13.4. Calculation

Disputes. Notwithstanding the Arbitration Provisions, in the case of a dispute as to any determination or arithmetic calculation under

the Transaction Documents, including without limitation, calculating the Outstanding Balance, Purchase Share Purchase Price, VWAP (each,

as defined in the Initial Pre-Paid Purchase) or the number of Purchase Shares (each, a “Calculation”), Company or Investor

(as the case may be) shall submit any disputed Calculation via email or facsimile with confirmation of receipt (i) within two (2) Trading

Days after receipt of the applicable notice giving rise to such dispute to Company or Investor (as the case may be) or (ii) if no notice

gave rise to such dispute, at any time after Investor learned of the circumstances giving rise to such dispute. If Investor and Company

are unable to agree upon such Calculation within two (2) Trading Days of such disputed Calculation being submitted to Company or Investor

(as the case may be), then Investor will promptly submit via email or facsimile the disputed Calculation to Unkar Systems Inc. (“Unkar

Systems”). Investor shall cause Unkar Systems to perform the Calculation and notify Company and Investor of the results no later

than ten (10) Trading Days from the time it receives such disputed Calculation. Unkar Systems’ determination of the disputed Calculation

shall be binding upon all parties absent demonstrable error. Unkar Systems’ fee for performing such Calculation shall be paid by

the incorrect party, or if both parties are incorrect, by the party whose Calculation is furthest from the correct Calculation as determined

by Unkar Systems. In the event Company is the losing party, no extension of the Delivery Date (as defined in the Initial Pre-Paid Purchase)

shall be granted and Company shall incur all effects for failing to deliver the applicable shares in a timely manner as set forth in the

Transaction Documents. Notwithstanding the foregoing, Investor may, in its sole discretion, designate an independent, reputable investment

bank or accounting firm other than Unkar Systems to resolve any such dispute and in such event, all references to “Unkar Systems”

herein will be replaced with references to such independent, reputable investment bank or accounting firm so designated by Investor.

13.5. Counterparts.

This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall

constitute one and the same instrument. Counterparts may be delivered via electronic signature (including any electronic signature complying

with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be

deemed to have been duly and validly delivered and be valid and effective for all purposes.

13.6. Headings.

The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the interpretation of, this

Agreement.

13.7. Severability.

In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law, then such provision

shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform to such statute or rule

of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of

any other provision hereof.

13.8. Entire

Agreement. This Agreement, together with the other Transaction Documents, contains the entire understanding of the parties with respect

to the matters covered herein and therein and, except as specifically set forth herein or therein, neither Company nor Investor makes

any representation, warranty, covenant or undertaking with respect to such matters. For the avoidance of doubt, all prior term sheets

or other documents between Company and Investor, or any affiliate thereof, related to the transactions contemplated by the Transaction

Documents (collectively, “Prior Agreements”), that may have been entered into between Company and Investor, or any

affiliate thereof, are hereby null and void and deemed to be replaced in their entirety by the Transaction Documents. To the extent there

is a conflict between any term set forth in any Prior Agreement and the term(s) of the Transaction Documents, the Transaction Documents

shall govern.

13.9. Amendments.

No provision of this Agreement may be waived or amended other than by an instrument in writing signed by both parties hereto.

13.10. Notices.

Any notice required or permitted hereunder shall be given in writing (unless otherwise specified herein) and shall be deemed effectively

given on the earliest of: (i) the date delivered, if delivered by personal delivery as against written receipt therefor or by email to

an executive officer named below or such officer’s successor, or by facsimile (with successful transmission confirmation which is

kept by sending party), (ii) the earlier of the date delivered or the third Trading Day after deposit, postage Pre-Paid, in the United

States Postal Service by certified mail, or (iii) the earlier of the date delivered or the third Trading Day after mailing by express

courier, with delivery costs and fees Pre-Paid, in each case, addressed to each of the other parties thereunto entitled at the following

addresses (or at such other addresses as such party may designate by five (5) calendar days’ advance written notice similarly given

to each of the other parties hereto):

If to Company:

PMGC Holdings Inc.

Attn: Graydon Bensler

120 Newport Center Drive

Newport Beach, CA 92660

If to Investor:

[***]

Attn: [***]

[***]

With a copy to (which copy shall not constitute notice):

[***]

13.11. Successors

and Assigns. This Agreement or any of the severable rights and obligations inuring to the benefit of or to be performed by Investor

hereunder may be assigned by Investor to a third party, including its affiliates, in whole or in part, without the need to obtain Company’s

consent thereto. Company may not assign its rights or obligations under this Agreement or delegate its duties hereunder, whether directly

or indirectly, without the prior written consent of Investor, and any such attempted assignment or delegation shall be null and void.

13.12. Survival.

The representations and warranties of Company and the agreements and covenants set forth in this Agreement shall survive the Closing hereunder

notwithstanding any due diligence investigation conducted by or on behalf of Investor. Company agrees to indemnify and hold harmless Investor

and all its officers, directors, employees, attorneys, and agents for loss or damage arising as a result of or related to any breach or

alleged breach by Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants

and obligations under this Agreement, including advancement of expenses as they are incurred.

13.13. Further

Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute

and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to

carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

13.14. Investor’s

Rights and Remedies Cumulative. All rights, remedies, and powers conferred in this Agreement and the Transaction Documents are cumulative

and not exclusive of any other rights or remedies, and shall be in addition to every other right, power, and remedy that Investor may

have, whether specifically granted in this Agreement or any other Transaction Document, or existing at law, in equity, or by statute,

and any and all such rights and remedies may be exercised from time to time and as often and in such order as Investor may deem expedient.

13.15. Attorneys’

Fees and Cost of Collection. In the event any suit, action or arbitration is filed by either party against the other to interpret

or enforce any of the Transaction Documents, the unsuccessful party to such action agrees to pay to the prevailing party all costs and

expenses, including reasonable attorneys’ fees incurred therein, including the same with respect to an appeal. The “prevailing

party” shall be the party in whose favor a judgment is entered, regardless of whether judgment is entered on all claims asserted

by such party and regardless of the amount of the judgment; or where, due to the assertion of counterclaims, judgments are entered in

favor of and against both parties, then the arbitrator shall determine the “prevailing party” by taking into account the relative

dollar amounts of the judgments or, if the judgments involve nonmonetary relief, the relative importance and value of such relief. Nothing

herein shall restrict or impair an arbitrator’s or a court’s power to award fees and expenses for frivolous or bad faith pleading.

If (i) any Pre-Paid Purchase is placed in the hands of an attorney for collection or enforcement prior to commencing arbitration

or legal proceedings, or is collected or enforced through any arbitration or legal proceeding, or Investor otherwise takes action to collect

amounts due under the Pre-Paid Purchases or to enforce the provisions of the Pre-Paid Purchases, or (ii) there occurs any bankruptcy,

reorganization, receivership of Company or other proceedings affecting Company’s creditors’ rights and involving a claim under

the Pre-Paid Purchases; then Company shall pay the costs incurred by Investor for such collection, enforcement or action or in connection

with such bankruptcy, reorganization, receivership or other proceeding, including, without limitation, reasonable attorneys’ fees,

expenses, deposition costs, and disbursements.

13.16. Waiver.

No waiver of any provision of this Agreement shall be effective unless it is in the form of a writing signed by the party granting the

waiver. No waiver of any provision or consent to any prohibited action shall constitute a waiver of any other provision or consent to

any other prohibited action, whether or not similar. No waiver or consent shall constitute a continuing waiver or consent or commit a

party to provide a waiver or consent in the future except to the extent specifically set forth in writing.

13.17. Waiver

of Jury Trial. EACH PARTY TO THIS AGREEMENT IRREVOCABLY WAIVES ANY AND ALL RIGHTS SUCH PARTY MAY HAVE TO DEMAND THAT ANY ACTION, PROCEEDING

OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR THE RELATIONSHIPS OF THE PARTIES

HERETO BE TRIED BY JURY. THIS WAIVER EXTENDS TO ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY ARISING UNDER COMMON LAW OR ANY APPLICABLE

STATUTE, LAW, RULE OR REGULATION. FURTHER, EACH PARTY HERETO ACKNOWLEDGES THAT SUCH PARTY IS KNOWINGLY AND VOLUNTARILY WAIVING SUCH PARTY’S

RIGHT TO DEMAND TRIAL BY JURY.

13.18. Time

is of the Essence. Time is expressly made of the essence with respect to each and every provision of this Agreement and the other

Transaction Documents.

13.19. Voluntary

Agreement. Company has carefully read this Agreement and each of the other Transaction Documents and has asked any questions needed

for Company to understand the terms, consequences and binding effect of this Agreement and each of the other Transaction Documents and

fully understand them. Company has had the opportunity to seek the advice of an attorney of Company’s choosing, or has waived the

right to do so, and is executing this Agreement and each of the other Transaction Documents voluntarily and without any duress or undue

influence by Investor or anyone else.

IN WITNESS WHEREOF, the undersigned Investor and

Company have caused this Agreement to be duly executed as of the date first above written.

INVESTOR:

[*]

By:

/s/

[***]

COMPANY:

PMGC Holdings Inc.

By:

/s/ Graydon Bensler

Graydon Bensler, Chief Executive Officer

ATTACHED EXHIBITS:

Exhibit A

Initial Pre-Paid Purchase

Exhibit B

Guaranty

Exhibit C

Pledge Agreement

Exhibit D

Irrevocable Transfer Agent Instructions

Exhibit E

Secretary’s Certificate

Exhibit F

Share Issuance Resolution

Exhibit G

Arbitration Provisions

annex

CONDITIONS PRECEDENT TO INVESTOR’S OBLIGATION

TO PURCHASE A PRE-PAID PURCHASE

The obligation of Investor to purchase from Company

a Pre-Paid Purchase hereunder on each Pre-Paid Purchase Date is subject to the satisfaction, as of the date of each Request for a Pre-Paid

Purchase and each Pre-Paid Purchase Date, of each of the following conditions, provided that these conditions are for Investor’s

sole benefit and may be waived by Investor at any time in its sole discretion by providing Company with prior written notice thereof:

(a) Company shall have duly executed and delivered to Investor

each of the Transaction Documents to which the Company is a party.

(b) Company has received the Approval to issue Purchase Shares,

and the Approval remains effective as of each applicable Pre-Paid Purchase Date.

(d) The 20-day and 200-day median and average daily trading volume

must each be greater than or equal to $200,000.00, as reported by Bloomberg, L.P.

(e) Company shall be in full compliance with the Share Reserve

requirements in Section 8 of the Agreement.

(f) [Reserved].

(g) All of the Purchase Shares issuable pursuant to the applicable

Pre-Paid Purchase shall have been duly authorized by all necessary corporate action of Company. All Purchase Shares relating to all prior

Pre-Paid Purchases required to have been received by Investor under each Pre-Paid Purchase shall have been delivered to Investor in accordance

with such Pre-Paid Purchase.

(h) Upon request, Company shall have delivered to Investor a certificate

evidencing the incorporation and good standing of Company as of a date within ten (10) days of the Pre-Paid Purchase Date.

(i) The board of directors of Company has approved the transactions

contemplated by the Transaction Documents and the applicable Pre-Paid Purchase; said approval has not been amended, rescinded or modified

and remains in full force and effect as of the date hereof, and a true, correct and complete copy of such resolutions duly adopted by

the board of directors of Company shall have been provided to Investor.

(j) Each and every representation and warranty of Company shall

be true and correct in all material respects (other than representations and warranties qualified by materiality, which shall be true

and correct in all respects) as of the date when made and as of the date of the Pre-Paid Purchase Date as though originally made at that

time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific

date) and Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions set forth

in each Transaction Document required to be performed, satisfied or complied with by Company at or prior to the applicable Pre-Paid Purchase

Date.

(k) Trading in the Common Shares shall not have been suspended

by the SEC, the Principal Market or FINRA, Company shall not have received any final and non-appealable notice that the listing or quotation

of the Common Shares on the Principal Market shall be terminated on a date certain (unless, prior to such date certain, the Common Shares

are listed or quoted on any subsequent Principal Market), nor shall there have been imposed any suspension of, or restriction on, accepting

additional deposits of the Common Shares, electronic trading or book-entry services by DTC with respect to the Common Shares that is

continuing, Company shall not have received any notice from DTC to the effect that a suspension of, or restriction on, accepting additional

deposits of the Common Shares, electronic trading or book-entry services by DTC with respect to the Common Shares is being imposed or

is contemplated (unless, prior to such suspension or restriction, DTC shall have notified Company in writing that DTC has determined

not to impose any such suspension or restriction).

(l) Company shall have obtained all governmental, regulatory or

third-party consents and approvals, if any, necessary for the sale of the Purchase Shares.

(m) To Company’s knowledge, no statute, rule, regulation,

executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental

entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents.

(n) Since the date of execution of this Agreement, no event or

series of events shall have occurred that has resulted in or would reasonably be expected to result in a Material Adverse Effect or an

Event of Default.

(o) The Pre-Paid Purchase Outstanding Balance shall be less than

$3,000,000.00.

(p) The market capitalization of Company must be greater than

or equal to $5,000,000.00.

(q) Company shall have notified the Principal Market of the issuance

of all of the Purchase Shares hereunder, in accordance with the Principal Market’s customary process for the listing of additional

shares.

(r) Upon request, Company shall have delivered to Investor a compliance

certificate executed by the Chief Executive Officer of Company certifying that Company has complied with all of the conditions precedent

to the applicable Pre-Paid Purchase set forth herein and which may be relied upon by Investor as evidence of satisfaction of such conditions

without any obligation to independently verify.

(s) Company and its subsidiaries shall have delivered to Investor

such other documents, instruments or certificates relating to the transactions contemplated by this Agreement or the Pre-Paid Purchases

as Investor or its counsel may reasonably request.

(t) The Purchase Shares would be available for immediate resale

by Investor in Investor’s brokerage account.

(u) Company’s stockholder equity as reported in its most

recent Periodic Report is at least $5,000,000.00.

(v) Company is not in a noncompliant period with respect to Nasdaq’s

continued listing requirements, such non-compliance as notified by Nasdaq to the Company in a written letter.

(w) The closing trade price of the Common Shares on the Trading

Day preceding the date of the Request is at least $0.25.

EXHIBIT

ARBITRATION PROVISIONS

1. Dispute

Resolution. For purposes of these arbitration provisions (the “Arbitration Provisions”), the term “Claims”

means any disputes, claims, demands, causes of action, requests for injunctive relief, requests for specific performance, liabilities,

damages, losses, or controversies whatsoever arising from, related to, or connected with the transactions contemplated in the Transaction

Documents and any communications between the parties related thereto, including without limitation any claims of mutual mistake, mistake,

fraud, misrepresentation, failure of formation, failure of consideration, promissory estoppel, unconscionability, failure of condition

precedent, rescission, and any statutory claims, tort claims, contract claims, or claims to void, invalidate or terminate the Agreement

(or these Arbitration Provisions (defined below)) or any of the other Transaction Documents. For the avoidance of doubt, Investor’s

pursuit of an injunction or other Claim pursuant to these Arbitration Provisions or with a court will not later prevent Investor under

the doctrines of claim preclusion, issue preclusion, res judicata or other similar legal doctrines from pursuing other Claims in a separate

arbitration in the future. The parties to the Agreement (the “parties”) hereby agree that the Claims may be arbitrated

in one or more arbitrations pursuant to these Arbitration Provisions (one for an injunction or injunctions and a separate one for all

other Claims). The term “Claims” specifically excludes a dispute over Calculations. The parties to the Agreement hereby agree

that these Arbitration Provisions are binding on each of them. As a result, any attempt to rescind the Agreement (or these Arbitration

Provisions) or any other Transaction Document) or declare the Agreement (or these Arbitration Provisions) or any other Transaction Document

invalid or unenforceable pursuant to Section 29 of the 1934 Act or for any other reason is subject to these Arbitration Provisions. Any

capitalized term not defined in these Arbitration Provisions shall have the meaning set forth in the Agreement.

2. Arbitration.

Except as otherwise provided herein, all Claims must be submitted to arbitration (“Arbitration”) to be conducted exclusively

in Salt Lake County, Utah and pursuant to the terms set forth in these Arbitration Provisions. Subject to the arbitration appeal right

provided for in Paragraph 5 below (the “Appeal Right”), the parties agree that the award of the arbitrator rendered

pursuant to Paragraph 4 below (the “Arbitration Award”) shall be (a) final and binding upon the parties, (b) the sole

and exclusive remedy between them regarding any Claims, counterclaims, issues, or accountings presented or pleaded to the arbitrator,

and (c) promptly payable in United States dollars free of any tax, deduction or offset (with respect to monetary awards). Subject to the

Appeal Right, any costs or fees, including without limitation attorneys’ fees, incurred in connection with or incident to enforcing

the Arbitration Award shall, to the maximum extent permitted by law, be charged against the party resisting such enforcement. The Arbitration

Award shall include default interest (as defined or otherwise provided for in the Pre-Paid Purchase, “Default Interest”)

(with respect to monetary awards) at the rate specified in the Pre-Paid Purchase for Default Interest both before and after the Arbitration

Award. Judgment upon the Arbitration Award will be entered and enforced by any state or federal court sitting in Salt Lake County, Utah.

3. The

Arbitration Act. The parties hereby incorporate herein the provisions and procedures set forth in the Utah Uniform Arbitration Act,

U.C.A. § 78B-11-101 et seq. (as amended or superseded from time to time, the “Arbitration Act”). Notwithstanding

the foregoing, pursuant to, and to the maximum extent permitted by, Section 105 of the Arbitration Act, in the event of conflict or variation

between the terms of these Arbitration Provisions and the provisions of the Arbitration Act, the terms of these Arbitration Provisions

shall control and the parties hereby waive or otherwise agree to vary the effect of all requirements of the Arbitration Act that may conflict

with or vary from these Arbitration Provisions.

4. Arbitration

Proceedings. Arbitration between the parties will be subject to the following:

4.1 Initiation

of Arbitration. Pursuant to Section 110 of the Arbitration Act, the parties agree that a party may initiate Arbitration by giving

written notice to the other party (“Arbitration Notice”) in the same manner that notice is permitted under Section

13.10 of the Agreement (the “Notice Provision”); provided, however, that the Arbitration Notice may not be given

by email or fax. Arbitration will be deemed initiated as of the date that the Arbitration Notice is deemed delivered to such other party

under the Notice Provision (the “Service Date”). After the Service Date, information may be delivered, and notices

may be given, by email or fax pursuant to the Notice Provision or any other method permitted thereunder. The Arbitration Notice must describe

the nature of the controversy, the remedies sought, and the election to commence Arbitration proceedings. All Claims in the Arbitration

Notice must be pleaded consistent with the Utah Rules of Civil Procedure.

4.2 Selection

and Payment of Arbitrator.

(a) Within ten (10) calendar

days after the Service Date, Investor shall select and submit to Company the names of three (3) arbitrators that are designated as “neutrals”

or qualified arbitrators by Utah ADR Services (http://www.utahadrservices.com) (such three

(3) designated persons hereunder are referred to herein as the “Proposed Arbitrators”). For the avoidance of doubt,

each Proposed Arbitrator must be qualified as a “neutral” with Utah ADR Services. Within five (5) calendar days after Investor

has submitted to Company the names of the Proposed Arbitrators, Company must select, by written notice to Investor, one (1) of the Proposed

Arbitrators to act as the arbitrator for the parties under these Arbitration Provisions. If Company fails to select one of the Proposed

Arbitrators in writing within such 5-day period, then Investor may select the arbitrator from the Proposed Arbitrators by providing written

notice of such selection to Company.

(b) If Investor fails

to submit to Company the Proposed Arbitrators within ten (10) calendar days after the Service Date pursuant to subparagraph (a) above,

then Company may at any time prior to Investor so designating the Proposed Arbitrators, identify the names of three (3) arbitrators that

are designated as “neutrals” or qualified arbitrators by Utah ADR Service by written notice to Investor. Investor may then,

within five (5) calendar days after Company has submitted notice of its Proposed Arbitrators to Investor, select, by written notice to

Company, one (1) of the Proposed Arbitrators to act as the arbitrator for the parties under these Arbitration Provisions. If Investor

fails to select in writing and within such 5-day period one (1) of the three (3) Proposed Arbitrators selected by Company, then Company

may select the arbitrator from its three (3) previously selected Proposed Arbitrators by providing written notice of such selection to

Investor.

chosen to serve as arbitrator declines or is otherwise unable to serve as arbitrator, then the party that selected such Proposed Arbitrator

may select one (1) of the other three (3) Proposed Arbitrators within three (3) calendar days of the date the chosen Proposed Arbitrator

declines or notifies the parties he or she is unable to serve as arbitrator. If all three (3) Proposed Arbitrators decline or are otherwise

unable to serve as arbitrator, then the arbitrator selection process shall begin again in accordance with this Paragraph 4.2.

(d) The date that the

Proposed Arbitrator selected pursuant to this Paragraph 4.2 agrees in writing (including via email) delivered to both parties to serve

as the arbitrator hereunder is referred to herein as the “Arbitration Commencement Date”. If an arbitrator resigns

or is unable to act during the Arbitration, a replacement arbitrator shall be chosen in accordance with this Paragraph 4.2 to continue

the Arbitration. If Utah ADR Services ceases to exist or to provide a list of neutrals and there is no successor thereto, then the arbitrator

shall be selected under the then prevailing rules of the American Arbitration Association.

(e) Subject to Paragraph

4.10 below, the cost of the arbitrator must be paid equally by both parties. Subject to Paragraph 4.10 below, if one party refuses or

fails to pay its portion of the arbitrator fee, then the other party can advance such unpaid amount (subject to the accrual of Default

Interest thereupon), with such amount being added to or subtracted from, as applicable, the Arbitration Award.

4.3 Applicability

of Certain Utah Rules. The parties agree that the Arbitration shall be conducted generally in accordance with the Utah Rules of Civil

Procedure and the Utah Rules of Evidence. More specifically, the Utah Rules of Civil Procedure shall apply, without limitation, to the

filing of any pleadings, motions or memoranda, the conducting of discovery, and the taking of any depositions. The Utah Rules of Evidence

shall apply to any hearings, whether telephonic or in person, held by the arbitrator. Notwithstanding the foregoing, it is the parties’

intent that the incorporation of such rules will in no event supersede these Arbitration Provisions. In the event of any conflict between

the Utah Rules of Civil Procedure or the Utah Rules of Evidence and these Arbitration Provisions, these Arbitration Provisions shall control.

4.4 Answer

and Default. An answer and any counterclaims to the Arbitration Notice shall be required to be delivered to the party initiating the

Arbitration within twenty (20) calendar days after the Arbitration Commencement Date. If an answer is not delivered by the required deadline,

the arbitrator must provide written notice to the defaulting party stating that the arbitrator will enter a default award against such

party if such party does not file an answer within five (5) calendar days of receipt of such notice. If an answer is not filed within

the five (5) day extension period, the arbitrator must render a default award, consistent with the relief requested in the Arbitration

Notice, against a party that fails to submit an answer within such time period.

4.5 Related

Litigation. The party that delivers the Arbitration Notice to the other party shall have the option to also commence concurrent legal

proceedings with any state or federal court sitting in Salt Lake County, Utah (“Litigation Proceedings”), subject to

the following: (a) the complaint in the Litigation Proceedings is to be substantially similar to the claims set forth in the Arbitration

Notice, provided that an additional cause of action to compel arbitration will also be included therein, (b) so long as the other party

files an answer to the complaint in the Litigation Proceedings and an answer to the Arbitration Notice, the Litigation Proceedings will

be stayed pending an Arbitration Award (or Appeal Panel Award (defined below), as applicable) hereunder, (c) if the other party fails

to file an answer in the Litigation Proceedings or an answer in the Arbitration proceedings, then the party initiating Arbitration shall

be entitled to a default judgment consistent with the relief requested, to be entered in the Litigation Proceedings, and (d) any legal

or procedural issue arising under the Arbitration Act that requires a decision of a court of competent jurisdiction may be determined

in the Litigation Proceedings. Any award of the arbitrator (or of the Appeal Panel (defined below)) may be entered in such Litigation

Proceedings pursuant to the Arbitration Act. In the event either party successfully petitions a court to compel arbitration, the losing

party in such action shall be required to pay the prevailing party’s attorneys’ fees and costs incurred in connection with

such action.

4.6 Discovery.

Pursuant to Section 118(8) of the Arbitration Act, the parties agree that discovery shall be conducted as follows:

(a) Written discovery

will only be allowed if the likely benefits of the proposed written discovery outweigh the burden or expense thereof, and the written

discovery sought is likely to reveal information that will satisfy a specific element of a claim or defense already pleaded in the Arbitration.

The party seeking written discovery shall always have the burden of showing that all of the standards and limitations set forth in these

Arbitration Provisions are satisfied. The scope of discovery in the Arbitration proceedings shall also be limited as follows:

(i) To

facts directly connected with the transactions contemplated by the Agreement.

(ii) To

facts and information that cannot be obtained from another source or in another manner that is more convenient, less burdensome or less

expensive than in the manner requested.

(b) No party shall be

allowed (i) more than fifteen (15) interrogatories (including discrete subparts), (ii) more than fifteen (15) requests for admission (including

discrete subparts), (iii) more than ten (10) document requests (including discrete subparts), or (iv) more than three (3) depositions

(excluding expert depositions) for a maximum of seven (7) hours per deposition. The costs associated with depositions will be borne by

the party taking the deposition. The party defending the deposition will submit a notice to the party taking the deposition of the estimated

attorneys’ fees that such party expects to incur in connection with defending the deposition. If the party defending the deposition

fails to submit an estimate of attorneys’ fees within five (5) calendar days of its receipt of a deposition notice, then such party

shall be deemed to have waived its right to the estimated attorneys’ fees. The party taking the deposition must pay the party defending

the deposition the estimated attorneys’ fees prior to taking the deposition, unless such obligation is deemed to be waived as set

forth in the immediately preceding sentence. If the party taking the deposition believes that the estimated attorneys’ fees are

unreasonable, such party may submit the issue to the arbitrator for a decision. All depositions will be taken in Utah.

(including document production requests included in deposition notices) must be submitted in writing to the arbitrator and the other party.

The party submitting the written discovery requests must include with such discovery requests a detailed explanation of how the proposed

discovery requests satisfy the requirements of these Arbitration Provisions and the Utah Rules of Civil Procedure. The receiving party

will then be allowed, within five (5) calendar days of receiving the proposed discovery requests, to submit to the arbitrator an estimate

of the attorneys’ fees and costs associated with responding to such written discovery requests and a written challenge to each applicable

discovery request. After receipt of an estimate of attorneys’ fees and costs and/or challenge(s) to one or more discovery requests,

consistent with subparagraph (c) above, the arbitrator will within three (3) calendar days make a finding as to the likely attorneys’

fees and costs associated with responding to the discovery requests and issue an order that (i) requires the requesting party to prepay

the attorneys’ fees and costs associated with responding to the discovery requests, and (ii) requires the responding party to respond

to the discovery requests as limited by the arbitrator within twenty-five (25) calendar days of the arbitrator’s finding with respect

to such discovery requests. If a party entitled to submit an estimate of attorneys’ fees and costs and/or a challenge to discovery

requests fails to do so within such 5-day period, the arbitrator will make a finding that (A) there are no attorneys’ fees or costs

associated with responding to such discovery requests, and (B) the responding party must respond to such discovery requests (as may be

limited by the arbitrator) within twenty-five (25) calendar days of the arbitrator’s finding with respect to such discovery requests.

Any party submitting any written discovery requests, including without limitation interrogatories, requests for production subpoenas to

a party or a third party, or requests for admissions, must prepay the estimated attorneys’ fees and costs, before the responding

party has any obligation to produce or respond to the same, unless such obligation is deemed waived as set forth above.

(d) In order to allow

a written discovery request, the arbitrator must find that the discovery request satisfies the standards set forth in these Arbitration

Provisions and the Utah Rules of Civil Procedure. The arbitrator must strictly enforce these standards. If a discovery request does not

satisfy any of the standards set forth in these Arbitration Provisions or the Utah Rules of Civil Procedure, the arbitrator may modify

such discovery request to satisfy the applicable standards, or strike such discovery request in whole or in part.

(e) Each party may submit

expert reports (and rebuttals thereto), provided that such reports must be submitted within sixty (60) days of the Arbitration Commencement

Date. Each party will be allowed a maximum of two (2) experts. Expert reports must contain the following: (i) a complete statement of

all opinions the expert will offer at trial and the basis and reasons for them; (ii) the expert’s name and qualifications, including

a list of all the expert’s publications within the preceding ten (10) years, and a list of any other cases in which the expert has

testified at trial or in a deposition or prepared a report within the preceding ten (10) years; and (iii) the compensation to be paid

for the expert’s report and testimony. The parties are entitled to depose any other party’s expert witness one (1) time for

no more than four (4) hours. An expert may not testify in a party’s case-in-chief concerning any matter not fairly disclosed in

the expert report.

4.7 Dispositive

Motions. Each party shall have the right to submit dispositive motions pursuant Rule 12 or Rule 56 of the Utah Rules of Civil Procedure

(a “Dispositive Motion”). The party submitting the Dispositive Motion may, but is not required to, deliver to the arbitrator

and to the other party a memorandum in support (the “Memorandum in Support”) of the Dispositive Motion. Within seven

(7) calendar days of delivery of the Memorandum in Support, the other party shall deliver to the arbitrator and to the other party a memorandum

in opposition to the Memorandum in Support (the “Memorandum in Opposition”). Within seven (7) calendar days of delivery

of the Memorandum in Opposition, as applicable, the party that submitted the Memorandum in Support shall deliver to the arbitrator and

to the other party a reply memorandum to the Memorandum in Opposition (“Reply Memorandum”). If the applicable party

shall fail to deliver the Memorandum in Opposition as required above, or if the other party fails to deliver the Reply Memorandum as required

above, then the applicable party shall lose its right to so deliver the same, and the Dispositive Motion shall proceed regardless.

4.8 Confidentiality.

All information disclosed by either party (or such party’s agents) during the Arbitration process (including without limitation

information disclosed during the discovery process or any Appeal (defined below)) shall be considered confidential in nature. Each party

agrees not to disclose any confidential information received from the other party (or its agents) during the Arbitration process (including

without limitation during the discovery process or any Appeal) unless (a) prior to or after the time of disclosure such information becomes

public knowledge or part of the public domain, not as a result of any inaction or action of the receiving party or its agents, (b) such

information is required by a court order, subpoena or similar legal duress to be disclosed if such receiving party has notified the other

party thereof in writing and given it a reasonable opportunity to obtain a protective order from a court of competent jurisdiction prior

to disclosure, or (c) such information is disclosed to the receiving party’s agents, representatives and legal counsel on a need

to know basis who each agree in writing not to disclose such information to any third party. Pursuant to Section 118(5) of the Arbitration

Act, the arbitrator is hereby authorized and directed to issue a protective order to prevent the disclosure of privileged information

and confidential information upon the written request of either party.

4.9 Authorization;

Timing; Scheduling Order. Subject to all other sections of these Arbitration Provisions, the parties hereby authorize and direct the

arbitrator to take such actions and make such rulings as may be necessary to carry out the parties’ intent for the Arbitration proceedings

to be efficient and expeditious. Pursuant to Section 120 of the Arbitration Act, the parties hereby agree that an Arbitration Award must

be made within one hundred twenty (120) calendar days after the Arbitration Commencement Date. The arbitrator is hereby authorized and

directed to hold a scheduling conference within ten (10) calendar days after the Arbitration Commencement Date in order to establish a

scheduling order with various binding deadlines for discovery, expert testimony, and the submission of documents by the parties to enable

the arbitrator to render a decision prior to the end of such 120-day period.

4.10 Relief.

The arbitrator shall have the right to award or include in the Arbitration Award (or in a preliminary ruling) any relief which the arbitrator

deems proper under the circumstances, including, without limitation, specific performance and injunctive relief, provided that the arbitrator

may not award exemplary or punitive damages.

4.11 Fees

and Costs. As part of the Arbitration Award, the arbitrator is hereby directed to require the losing party (the party being awarded

the least amount of money by the arbitrator, which, for the avoidance of doubt, shall be determined without regard to any statutory fines,

penalties, fees, or other charges awarded to any party) to (a) pay the full amount of any unpaid costs and fees of the Arbitration, and

(b) reimburse the prevailing party for all reasonable attorneys’ fees, arbitrator costs and fees, deposition costs, other discovery

costs, and other expenses, costs or fees paid or otherwise incurred by the prevailing party in connection with the Arbitration.

4.12 Motion

to Vacate. Following the entry of the Arbitration Award, if either party desires to file a Motion to Vacate the Arbitration Award

with a court in Salt Lake County, Utah, it must do so within the earlier of: (a) thirty (30) days of entry of the Arbitration Award; and

(b) in response to the prevailing party’s Motion to Confirm the Arbitration Award.

5. Arbitration

Appeal.

5.1 Initiation

of Appeal. Following the entry of the Arbitration Award, either party (the “Appellant”) shall have a period of

thirty (30) calendar days in which to notify the other party (the “Appellee”), in writing, that the Appellant elects

to appeal (the “Appeal”) the Arbitration Award (such notice, an “Appeal Notice”) to a panel of arbitrators

as provided in Paragraph 5.2 below. The date the Appellant delivers an Appeal Notice to the Appellee is referred to herein as the “Appeal

Date”. The Appeal Notice must be delivered to the Appellee in accordance with the provisions of Paragraph 4.1 above with respect

to delivery of an Arbitration Notice. In addition, together with delivery of the Appeal Notice to the Appellee, the Appellant must also

pay for (and provide proof of such payment to the Appellee together with delivery of the Appeal Notice) a bond in the amount of 110% of

the sum the Appellant owes to the Appellee as a result of the Arbitration Award the Appellant is appealing. In the event an Appellant

delivers an Appeal Notice to the Appellee (together with proof of payment of the applicable bond) in compliance with the provisions of

this Paragraph 5.1, the Appeal will occur as a matter of right and, except as specifically set forth herein, will not be further conditioned.

In the event a party does not deliver an Appeal Notice (along with proof of payment of the applicable bond) to the other party within

the deadline prescribed in this Paragraph 5.1, such party shall lose its right to appeal the Arbitration Award. The Arbitration Award

will be considered final until the Appeal Notice has been properly delivered and the applicable appeal bond has been posted (along with

proof of payment of the applicable bond). The parties acknowledge and agree that any Appeal shall be deemed part of the parties’

agreement to arbitrate for purposes of these Arbitration Provisions and the Arbitration Act.

5.2 Selection

and Payment of Appeal Panel. In the event an Appellant delivers an Appeal Notice to the Appellee (together with proof of payment of

the applicable bond) in compliance with the provisions of Paragraph 5.1 above, the Appeal will be heard by a three (3) person arbitration

panel (the “Appeal Panel”).

(a) Within ten (10)

calendar days after the Appeal Date, the Appellee shall select and submit to the Appellant the names of five (5) arbitrators that are

designated as “neutrals” or qualified arbitrators by Utah ADR Services (http://www.utahadrservices.com)

(such five (5) designated persons hereunder are referred to herein as the “Proposed Appeal Arbitrators”). For the avoidance

of doubt, each Proposed Appeal Arbitrator must be qualified as a “neutral” with Utah ADR Services, and shall not be the arbitrator

who rendered the Arbitration Award being appealed (the “Original Arbitrator”). Within five (5) calendar days after

the Appellee has submitted to the Appellant the names of the Proposed Appeal Arbitrators, the Appellant must select, by written notice

to the Appellee, three (3) of the Proposed Appeal Arbitrators to act as the members of the Appeal Panel. If the Appellant fails to select

three (3) of the Proposed Appeal Arbitrators in writing within such 5-day period, then the Appellee may select such three (3) arbitrators

from the Proposed Appeal Arbitrators by providing written notice of such selection to the Appellant.

(b) If the Appellee

fails to submit to the Appellant the names of the Proposed Appeal Arbitrators within ten (10) calendar days after the Appeal Date pursuant

to subparagraph (a) above, then the Appellant may at any time prior to the Appellee so designating the Proposed Appeal Arbitrators, identify

the names of five (5) arbitrators that are designated as “neutrals” or qualified arbitrators by Utah ADR Service (none of

whom may be the Original Arbitrator) by written notice to the Appellee. The Appellee may then, within five (5) calendar days after the

Appellant has submitted notice of its selected arbitrators to the Appellee, select, by written notice to the Appellant, three (3) of such

selected arbitrators to serve on the Appeal Panel. If the Appellee fails to select in writing within such 5-day period three (3) of the

arbitrators selected by the Appellant to serve as the members of the Appeal Panel, then the Appellant may select the three (3) members

of the Appeal Panel from the Appellant’s list of five (5) arbitrators by providing written notice of such selection to the Appellee.

Proposed Appeal Arbitrator declines or is otherwise unable to serve, then the party that selected such Proposed Appeal Arbitrator may

select one (1) of the other five (5) designated Proposed Appeal Arbitrators within three (3) calendar days of the date a chosen Proposed

Appeal Arbitrator declines or notifies the parties he or she is unable to serve as an arbitrator. If at least three (3) of the five (5)

designated Proposed Appeal Arbitrators decline or are otherwise unable to serve, then the Proposed Appeal Arbitrator selection process

shall begin again in accordance with this Paragraph 5.2; provided, however, that any Proposed Appeal Arbitrators who have already

agreed to serve shall remain on the Appeal Panel.

(d) The date that

all three (3) Proposed Appeal Arbitrators selected pursuant to this Paragraph 5.2 agree in writing (including via email) delivered to

both the Appellant and the Appellee to serve as members of the Appeal Panel hereunder is referred to herein as the “Appeal Commencement

Date”. No later than five (5) calendar days after the Appeal Commencement Date, the Appellee shall designate in writing (including

via email) to the Appellant and the Appeal Panel the name of one (1) of the three (3) members of the Appeal Panel to serve as the lead

arbitrator in the Appeal proceedings. Each member of the Appeal Panel shall be deemed an arbitrator for purposes of these Arbitration

Provisions and the Arbitration Act, provided that, in conducting the Appeal, the Appeal Panel may only act or make determinations upon

the approval or vote of no less than the majority vote of its members, as announced or communicated by the lead arbitrator on the Appeal

Panel. If an arbitrator on the Appeal Panel ceases or is unable to act during the Appeal proceedings,

a replacement arbitrator shall be chosen in accordance with Paragraph 5.2 above to continue the Appeal as a member of the Appeal Panel.

If Utah ADR Services ceases to exist or to provide a list of neutrals, then the arbitrators for the Appeal Panel shall be selected

under the then prevailing rules of the American Arbitration Association.

(e) Subject to Paragraph

5.7 below, the cost of the Appeal Panel must be paid entirely by the Appellant.

5.3 Appeal

Procedure. The Appeal will be deemed an appeal of the entire Arbitration Award. In conducting the Appeal, the Appeal Panel shall conduct

a de novo review of all Claims described or otherwise set forth in the Arbitration Notice. Subject to the foregoing and all other provisions

of this Paragraph 5, the Appeal Panel shall conduct the Appeal in a manner the Appeal Panel considers appropriate for a fair and expeditious

disposition of the Appeal, may hold one or more hearings and permit oral argument, and may review all previous evidence and discovery,

together with all briefs, pleadings and other documents filed with the Original Arbitrator (as well as any documents filed with the Appeal

Panel pursuant to Paragraph 5.4(a) below). Notwithstanding the foregoing, in connection with the Appeal, the Appeal Panel shall not permit

the parties to conduct any additional discovery or raise any new Claims to be arbitrated, shall not permit new witnesses or affidavits,

and shall not base any of its findings or determinations on the Original Arbitrator’s findings or the Arbitration Award.

5.4 Timing.

(a) Within

seven (7) calendar days of the Appeal Commencement Date, the Appellant (i) shall deliver or cause to be delivered to the Appeal Panel

copies of the Appeal Notice, all discovery conducted in connection with the Arbitration, and all briefs, pleadings and other documents

filed with the Original Arbitrator (which material Appellee shall have the right to review and supplement if necessary), and (ii) may,

but is not required to, deliver to the Appeal Panel and to the Appellee a Memorandum in Support of the Appellant’s arguments concerning

or position with respect to all Claims, counterclaims, issues, or accountings presented or pleaded in the Arbitration. Within seven (7)

calendar days of the Appellant’s delivery of the Memorandum in Support, as applicable, the Appellee shall deliver to the Appeal

Panel and to the Appellant a Memorandum in Opposition to the Memorandum in Support. Within seven (7) calendar days of the Appellee’s

delivery of the Memorandum in Opposition, as applicable, the Appellant shall deliver to the Appeal Panel and to the Appellee a Reply Memorandum

to the Memorandum in Opposition. If the Appellant shall fail to substantially comply with the requirements of clause (i) of this subparagraph

(a), the Appellant shall lose its right to appeal the Arbitration Award, and the Arbitration Award shall be final. If the Appellee shall

fail to deliver the Memorandum in Opposition as required above, or if the Appellant shall fail to deliver the Reply Memorandum as required

above, then the Appellee or the Appellant, as the case may be, shall lose its right to so deliver the same, and the Appeal shall proceed

regardless.

(b) Subject

to subparagraph (a) above, the parties hereby agree that the Appeal must be heard by the Appeal Panel within thirty (30) calendar days

of the Appeal Commencement Date, and that the Appeal Panel must render its decision within thirty (30) calendar days after the Appeal

is heard (and in no event later than sixty (60) calendar days after the Appeal Commencement Date).

5.5 Appeal

Panel Award. The Appeal Panel shall issue its decision (the “Appeal Panel Award”) through the lead arbitrator on

the Appeal Panel. Notwithstanding any other provision contained herein, the Appeal Panel Award shall (a) supersede in its entirety and

make of no further force or effect the Arbitration Award (provided that any protective orders issued by the Original Arbitrator shall

remain in full force and effect), (b) be final and binding upon the parties, with no further rights of appeal, (c) be the sole and exclusive

remedy between the parties regarding any Claims, counterclaims, issues, or accountings presented or pleaded in the Arbitration, and (d)

be promptly payable in United States dollars free of any tax, deduction or offset (with respect to monetary awards). Any costs or fees,

including without limitation attorneys’ fees, incurred in connection with or incident to enforcing the Appeal Panel Award shall,

to the maximum extent permitted by law, be charged against the party resisting such enforcement. The Appeal Panel Award shall include

Default Interest (with respect to monetary awards) at the rate specified in the Pre-Paid Purchase for Default Interest both before and

after the Arbitration Award. Judgment upon the Appeal Panel Award will be entered and enforced by a state or federal court sitting in

Salt Lake County, Utah.

5.6 Relief.

The Appeal Panel shall have the right to award or include in the Appeal Panel Award any relief which the Appeal Panel deems proper

under the circumstances, including, without limitation, specific performance and injunctive relief, provided that the Appeal Panel may

not award exemplary or punitive damages.

5.7 Fees

and Costs. As part of the Appeal Panel Award, the Appeal Panel is hereby directed to require the losing party (the party being awarded

the least amount of money by the arbitrator, which, for the avoidance of doubt, shall be determined without regard to any statutory fines,

penalties, fees, or other charges awarded to any party) to (a) pay the full amount of any unpaid costs and fees of the Arbitration and

the Appeal Panel, and (b) reimburse the prevailing party (the party being awarded the most amount of money by the Appeal Panel, which,

for the avoidance of doubt, shall be determined without regard to any statutory fines, penalties, fees, or other charges awarded to any

part) the reasonable attorneys’ fees, arbitrator and Appeal Panel costs and fees, deposition costs, other discovery costs, and other

expenses, costs or fees paid or otherwise incurred by the prevailing party in connection with the Arbitration (including without limitation

in connection with the Appeal).

6. Miscellaneous.

6.1 Severability.

If any part of these Arbitration Provisions is found to violate or be illegal under applicable law, then such provision shall be modified

to the minimum extent necessary to make such provision enforceable under applicable law, and the remainder of the Arbitration Provisions

shall remain unaffected and in full force and effect.

6.2 Governing

Law. These Arbitration Provisions shall be governed by the laws of the State of Utah without regard to the conflict of laws principles

therein.

6.3 Interpretation.

The headings of these Arbitration Provisions are for convenience of reference only and shall not form part of, or affect the interpretation

of, these Arbitration Provisions.

6.4 Waiver.

No waiver of any provision of these Arbitration Provisions shall be effective unless it is in the form of a writing signed by the party

granting the waiver.

6.5 Time

is of the Essence. Time is expressly made of the essence with respect to each and every provision of these Arbitration Provisions.

[Remainder of page intentionally left blank]

EX-10.2 — FORM OF PRE-PAID PURCHASE

EX-10.2

Filename: ea028658401ex10-2.htm · Sequence: 3

Exhibit 10.2

PORTIONS OF THIS EXHIBIT HAVE BEEN

REDACTED BECAUSE IT IS NOT MATERIAL AND OF A TYPE THAT PMGC HOLDINGS INC. TREATS AS PRIVATE OR CONFIDENTIAL. SUCH REDACTED PORTIONS ARE

INDICATED WITH “[***].”

SECURED PRE-PAID PURCHASE #1

April 16, 2026

U.S. $10,730,000.00

FOR VALUE RECEIVED, PMGC

Holdings Inc., a Nevada corporation (“Company”), promises to pay to [***],

or its successors or assigns (“Investor”), $10,730,000.00 and any interest, fees, charges, and late fees accrued hereunder

in accordance with the terms set forth herein and to pay interest on the Outstanding Balance at the rate of seven and a half percent (7.5%)

per annum from the Purchase Price Date until the same is paid in full. All interest calculations hereunder shall be computed on the basis

of a 360-day year comprised of twelve (12) thirty (30) day months, shall compound daily, and shall be payable in accordance

with the terms of this Secured Pre-Paid Purchase #1 (this “Pre-Paid Purchase”), which is issued and made effective

as of the date set forth above (the “Effective Date”). This Pre-Paid Purchase is issued pursuant to that certain Securities

Purchase Agreement dated April 16, 2026, as the same may be amended from time to time, by and between Company and Investor (the “Purchase

Agreement”). Certain capitalized terms used herein are defined in Attachment 1 attached hereto and incorporated herein

by this reference.

This Pre-Paid Purchase carries

an original issue discount of $700,000.00 (“OID”). In addition, Company agrees to pay $30,000.00 to Investor to cover

Investor’s legal fees, accounting costs, due diligence, and other transaction costs incurred in connection with the purchase and

sale of this Pre-Paid Purchase (the “Transaction Expense Amount”). The OID and the Transaction Expense Amount are included

in the initial principal balance of this Pre-Paid Purchase and are deemed to be fully earned and non-refundable as of the Purchase Price

Date. The Initial Purchase Price (as defined in the Purchase Agreement) shall be payable as set forth in the Purchase Agreement.

1. Payment;

Prepayment; Maturity Date.

1.1. Payment.

All payments owing hereunder shall be in lawful money of the United States of America, as provided for herein, and delivered to Investor

at the address or bank account furnished to Company for that purpose. All payments shall be applied first to (a) costs of collection,

if any, then to (b) fees and charges, if any, then to (c) accrued and unpaid interest, and thereafter, to (d) principal.

1.2. Prepayment.

Notwithstanding the foregoing, with ten (10) Trading Days’ prior written notice Company may prepay all or any portion of the Outstanding

Balance (less such portion of the Outstanding Balance for which Company has received a Purchase Notice (as defined below) from Investor

where the applicable Purchase Shares (as defined below) have not yet been delivered). For the avoidance of doubt, during the ten (10)

Trading Day prepayment notice period, Investor shall retain the right to submit Purchase Notices, if applicable. If Company exercises

its right to prepay this Pre-Paid Purchase, Company shall make payment to Investor of an amount in cash equal to 120% multiplied by the

portion of the Outstanding Balance Company elects to prepay. Company will lose the right to prepay this Pre-Paid Purchase if Company elects

to prepay this Pre-Paid Purchase and fails to do so on the date set forth in the prepayment notice sent to Investor.

1.3. Maturity

Date. This Pre-Paid Purchase will be due and payable on the date that is fifteen (15) months from the Effective Date.

2. Security.

This Pre-Paid Purchase is secured by the Guaranty (as defined in the Purchase Agreement) and the Pledge Agreement (as defined in the Purchase

Agreement).

3. Investor

Purchases; Closings.

3.1. Purchases;

Purchase Mechanics. Upon the terms and subject to the conditions of this Pre-Paid Purchase and the other Transaction Documents (as

defined in the Purchase Agreement), Investor, at its sole discretion, shall have the right, but not the obligation, to purchase from Company,

and Company shall issue and sell to Investor, Purchase Shares by the delivery to Company of Purchase Notices as provided herein.

(a) Purchase

Notice. At any time following the Effective Date, Investor may, by providing written notice to Company in the form set forth on Exhibit

A attached hereto (each, a “Purchase Notice”), require Company to issue and sell Purchase Shares to Investor,

in accordance with the following provisions:

(i) Investor

shall, in each Purchase Notice, indicate the portion of the Outstanding Balance that Investor elects to apply to the purchase of Purchase

Shares pursuant to this Pre-Paid Purchase (each, a “Purchase”, and such amount, the “Purchase Amount”),

in its sole discretion, and the timing of delivery; provided that the Purchase Amount shall not exceed the Outstanding

Balance, or result in Investor exceeding the limitation set forth in Section 3.1(b).

(ii) Each

Purchase Notice shall be delivered to Company in accordance with the notice provisions set forth in the Purchase Agreement.

(iii) Each

Purchase Notice shall set forth the Purchase Amount, the Purchase Share Purchase Price, the number of Purchase Shares to be issued by

Company and purchased by Investor, and the remaining Outstanding Balance following the Closing (as defined below) of the Purchase.

(iv) Any

Purchase Shares issued hereunder must be issued free trading to Investor pursuant to: (1) an effective Registration Statement (as defined

in the Purchase Agreement); or (2) an applicable exemption from registration (e.g., Rule 144).

(v) In

the event the Purchase Share Purchase Price is below the Floor Price, Investor will have the right to elect to have the applicable Purchase

Amount paid in cash rather than Purchase Shares.

(b) Ownership

Limitation. Notwithstanding anything to the contrary contained in this Pre-Paid Purchase or the other Transaction Documents (as defined

in the Purchase Agreement), Company shall not effect any issuance of Purchase Shares pursuant to this Pre-Paid Purchase to the extent

that after giving effect to such issuance, the issuance would cause Investor (together with its affiliates) to beneficially own a number

of Common Shares exceeding 9.99% of the number of Common Shares outstanding on such date (including for such purpose the Common Shares

issuable upon such issuance) (the “Maximum Percentage”). For purposes of this section, beneficial ownership of Common

Shares will be determined pursuant to Section 13(d) of the 1934 Act (as defined in the Purchase Agreement). The Maximum Percentage is

enforceable, unconditional, and non-waivable and shall apply to all affiliates and assigns of Investor.

3.2. Closings.

The closing of each purchase and sale of Purchase Shares (each, a “Closing”) shall take place in accordance with the

procedures set forth below:

(a) Promptly

after receipt of a Purchase Notice with respect to each Purchase (and, in any event, not later than two (2) Trading Days after such receipt),

Company will, or will cause its transfer agent to, electronically transfer such number of Purchase Shares to be purchased by Investor

(as set forth in the Purchase Notice) by crediting Investor’s account or its designee’s account at DTC through its DWAC system

or by such other means of delivery as may be mutually agreed upon by the parties hereto, and transmit notification to Investor that such

share transfer has been requested. Promptly upon receipt of such notification, Investor shall pay to Company the aggregate purchase price

for the Purchase Shares (as set forth in the Purchase Notice) by offsetting the Purchase Amount against an equal amount outstanding under

this Pre-Paid Purchase (first towards accrued and unpaid interest, if any, and then towards outstanding principal as shown in such Purchase

Notice). No fractional shares shall be issued, and any fractional amounts shall be rounded to the nearest whole number of shares. To facilitate

the transfer of the Purchase Shares by Investor, the Purchase Shares will not bear any restrictive legends so long as there is an effective

Registration Statement or an available exemption from registration for the resale of such Purchase Shares (it being understood and agreed

by Investor that notwithstanding the lack of restrictive legends, Investor may only sell such Purchase Shares in compliance with the requirements

of the Securities Act (including any applicable prospectus delivery requirements)).

(b) In

connection with each Closing, each of Company and Investor shall deliver to the other all documents, instruments, and writings expressly

required to be delivered by either of them pursuant to this Pre-Paid Purchase in order to implement and effect the transactions contemplated

herein.

4. Events

of Default and Remedies.

4.1. Event

of Default. The following are events of default under this Pre-Paid Purchase (each, “Event of Default”): (a) Company

fails to pay any principal, interest, fees, charges, or any other amount when due and payable hereunder; (b) a receiver, trustee or other

similar official shall be appointed over Company or a material part of its assets and such appointment shall remain uncontested for twenty

(20) days or shall not be dismissed or discharged within sixty (60) days; (c) Company becomes insolvent or generally fails to pay, or

admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; (d) Company makes a

general assignment for the benefit of creditors; (e) Company files a petition for relief under any bankruptcy, insolvency or similar law

(domestic or foreign); (f) an involuntary bankruptcy proceeding is commenced or filed against Company; (g) Company fails to observe or

perform any covenant set forth in Section 4 of the Purchase Agreement; (h) the occurrence of a Fundamental Transaction without Investor’s

prior written consent; provided that, notwithstanding anything to the contrary to the other Transaction Documents, any transaction involving

the acquisition, merger, or otherwise of any business by the Company or any of its subsidiaries shall not be deemed a Fundamental Transaction,

unless such transaction results in a Change of Control; (i) Company fails to timely establish and maintain the Share Reserve (as defined

in the Purchase Agreement); (j) Company fails to deliver any Purchase Shares in accordance with the terms hereof provided, that there

shall be no breach in the event such failure is solely attributable to the Company’s transfer agent, so long as (i) the failure

is cured and the required delivery is completed within ten (10) Trading Days after the applicable deadline, and (ii) the total number

of such transfer agent-related failures does not exceed three (3) in the aggregate during the term of the Transaction Documents; (k) any

money judgment, writ or similar process is entered or filed against Company or any subsidiary of Company or any of its property or other

assets for more than $1,000,000.00, and shall remain unvacated, unbonded or unstayed for a period of twenty (20) calendar days unless

otherwise consented to by Investor; (l) Company fails to be DWAC Eligible; (m) Company or any subsidiary of Company, breaches any covenant

or other term or condition contained in any Other Agreement in any material respect; (n) Company defaults or otherwise fails to observe

or perform any covenant, obligation, condition or agreement of Company contained herein or in any other Transaction Document (as defined

in the Purchase Agreement) in any material respect, other than those specifically set forth in this Section 4.1 or Section 4 of the Purchase

Agreement; (o) any representation, warranty or other statement made or furnished by or on behalf of Company to Investor herein or in any

Transaction Document in connection with the issuance of this Pre-Paid Purchase is false, incorrect or incomplete, or, in light of the

circumstances under which such representation, warranty, or other statement (as applicable) was made, misleading in any material respect

when made or furnished; (p) at any time during the period beginning on the effective date of the Registration Statement and ending on

the six (6) month anniversary of the Purchase Price Date, the Registration Statement is suspended, halted, declared ineffective or otherwise

unavailable for Lender to sell Purchase Shares for a period of more than thirty (30) days; and (q) Company or any subsidiary of Company,

breaches any material covenant or other material term or condition contained in any Other Agreements.

4.2. Default

Remedies. At any time and from time to time following the occurrence of any Event of Default, Investor may accelerate this Pre-Paid

Purchase by written notice to Company, with the Outstanding Balance becoming immediately due and payable in cash. Notwithstanding the

foregoing, upon the occurrence of any Event of Default described in clauses (b) – (f) of Section 4.1, an Event of Default will be

deemed to have occurred and the Outstanding Balance as of the date of the occurrence of such Event of Default shall become immediately

and automatically due and payable in cash. At any time following the occurrence of any Event of Default, upon written notice given by

Investor to Company, the Outstanding Balance will automatically increase by fifteen percent (15%) and interest shall accrue on the Outstanding

Balance beginning on the date the applicable Event of Default occurred at an interest rate equal to the lesser of eighteen percent (18%)

per annum or the maximum rate permitted under applicable law (“Default Interest”). Notwithstanding the foregoing, and

for the avoidance of doubt, Investor may continue making Purchases pursuant to Section 3 at any time following an Event of Default until

such time as the Outstanding Balance is paid in full. In connection with the acceleration described herein, Investor need not provide,

and Company hereby waives, any presentment, demand, protest, or other notice of any kind, and Investor may immediately and without expiration

of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law.

Such acceleration may be rescinded and annulled by Investor at any time prior to payment hereunder, and Investor shall have all rights

as a holder of the Pre-Paid Purchase until such time, if any, as Investor receives full payment pursuant to this Section 4.2. No such

rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Nothing herein shall limit

Investor’s right to pursue any other remedies available to it at law or in equity, including, without limitation, a decree of specific

performance and/or injunctive relief with respect to Company’s failure to timely deliver Purchase Shares pursuant to a Purchase

as required pursuant to the terms hereof.

5. Unconditional

Obligation; No Offset. Company acknowledges that this Pre-Paid Purchase is an unconditional, valid, binding, and enforceable obligation

of Company not subject to offset, deduction, or counterclaim of any kind. Company hereby waives any rights of offset it now has or may

have hereafter against Investor, its successors and assigns, and agrees to make the payments or Purchases called for herein in accordance

with the terms of this Pre-Paid Purchase.

6. Waiver.

No waiver of any provision of this Pre-Paid Purchase shall be effective unless it is in the form of a writing signed by the party granting

the waiver. No waiver of any provision or consent to any prohibited action shall constitute a waiver of any other provision or consent

to any other prohibited action, whether or not similar. No waiver or consent shall constitute a continuing waiver or consent or commit

a party to provide a waiver or consent in the future, except to the extent specifically set forth in writing.

7. Opinion

of Counsel. In the event that an opinion of counsel is needed for Purchases under this Pre-Paid Purchase, Investor has the right to

have any such opinion provided by its counsel.

8. Governing

Law; Venue. This Pre-Paid Purchase shall be construed and enforced in accordance with, and all questions concerning the construction,

validity, interpretation and performance of this Pre-Paid Purchase shall be governed by, the internal laws of the State of Utah, without

giving effect to any choice of law or conflict of law provision or rule (whether of the State of Utah or any other jurisdiction) that

would cause the application of the laws of any jurisdiction other than the State of Utah. The provisions set forth in the Purchase Agreement

to determine the proper venue for any disputes are incorporated herein by this reference.

9. Arbitration

of Disputes. By its issuance or acceptance of this Pre-Paid Purchase, each party agrees to be bound by the Arbitration Provisions

(as defined in the Purchase Agreement) set forth as an exhibit to the Purchase Agreement.

10. Cancellation.

After repayment of the entire Outstanding Balance, this Pre-Paid Purchase shall be deemed paid in full, shall automatically be deemed

canceled, and shall not be reissued.

11. Amendments.

The prior written consent of both parties hereto shall be required for any change or amendment to this Pre-Paid Purchase.

12. Assignments.

Company may not assign this Pre-Paid Purchase without the prior written consent of Investor. This Pre-Paid Purchase and any Purchase Shares

issued upon Purchase of this Pre-Paid Purchase may be offered, sold, assigned, or transferred by Investor without the consent of Company.

13. Notices.

Whenever notice is required to be given under this Pre-Paid Purchase, unless otherwise provided herein, such notice shall be given in

accordance with the subsection of the Purchase Agreement titled “Notices.”

14. Liquidated

Damages. Investor and Company agree that in the event Company fails to comply with any of the terms or provisions of this Pre-Paid

Purchase, Investor’s damages would be uncertain and difficult (if not impossible) to accurately estimate because of the parties’

inability to predict future interest rates, future share prices, future trading volumes and other relevant factors. Accordingly, Investor

and Company agree that any fees, balance adjustments, Default Interest or other charges assessed under this Pre-Paid Purchase are not

penalties but instead are intended by the parties to be, and shall be deemed, liquidated damages (under Investor’s and Company’s

expectations that any such liquidated damages will tack back to the Purchase Price Date for purposes of determining the holding period

under Rule 144).

15. Severability.

If any part of this Pre-Paid Purchase is construed to be in violation of any law, such part shall be modified to achieve the objective

of Company and Investor to the fullest extent permitted by law, and the balance of this Pre-Paid Purchase shall remain in full force and

effect.

[Remainder of page intentionally left blank;

signature page follows.]

IN WITNESS WHEREOF, Company

has caused this Pre-Paid Purchase to be duly executed as of the Effective Date.

COMPANY:

PMGC Holdings Inc.

By:

/s/ Graydon Bensler

Graydon Bensler, Chief Executive Officer

ACKNOWLEDGED, ACCEPTED, AND AGREED:

INVESTOR:

[***]

By:

/s/

[***]

[Signature

Page to Secured Pre-Paid Purchase #1]

ATTACHMENT 1

DEFINITIONS

For purposes of this

Pre-Paid Purchase, the following terms shall have the following meanings:

A1. “Common

Shares” means Company’s common shares, par value $0.0001 per share.

A2. “Change of

Control” means: (a) any person or group of persons acting together, within the meaning of Section 13(d) of the 1934 Act, becoming

the beneficial owner, directly, or indirectly, of more than fifty percent (50.00%) of the total voting power of the Company’s outstanding

capital stock; (ii) the consummation of a merger, consolidation, reorganization, or other business combination in which the stockholders

of the Company immediately prior to such transaction do not, immediately after such transaction, own more than fifty percent (50%) of

the total voting power of the surviving entity; or (iii) the sale or disposition, in one or a series of related transactions, of all or

substantially all of the Company’s assets.

A3.

“DTC” means the Depository Trust Company or any successor thereto.

A4. “DTC/FAST

Program” means the DTC’s Fast Automated Securities Transfer program.

A5.

“DWAC” means the DTC’s Deposit/Withdrawal at Custodian system.

A6. “DWAC

Eligible” means that (a) Company’s Common Shares are eligible at DTC for full services pursuant to DTC’s

operational arrangements, including without limitation transfer through DTC’s DWAC system; (b) Company has been approved

(without revocation) by DTC’s underwriting department; (c) Company’s transfer agent is approved as an agent in the

DTC/FAST Program; (d) the Purchase Shares are otherwise eligible for delivery via DWAC; and (e) Company’s transfer agent does

not have a policy prohibiting or limiting delivery of the Purchase Shares via DWAC.

A7. “Floor

Price” means $0.762 per share.

A8.

“Fundamental Transaction” means that (a) (i) Company or any of its subsidiaries shall, directly or

indirectly, in one or more related transactions, consolidate or merge with or into (whether or not Company or any of its

subsidiaries is the surviving corporation) any other person or entity, (ii) Company or any of its subsidiaries shall, directly

or indirectly, in one or more related transactions, sell, lease, license, assign, transfer, convey or otherwise dispose of all or

substantially all of its respective properties or assets to any other person or entity, (iii) Company or any of its

subsidiaries shall, directly or indirectly, in one or more related transactions, allow any other person or entity to make a

purchase, tender or exchange offer that is accepted by the holders of more than 50% of the outstanding shares of voting stock of

Company (not including any shares of voting stock of Company held by the person or persons making or party to, or associated or

affiliated with the persons or entities making or party to, such purchase, tender or exchange offer), (iv) Company or any of

its subsidiaries shall, directly or indirectly, in one or more related transactions, consummate a stock or share purchase agreement

or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement)

with any other person or entity whereby such other person or entity acquires more than 50.00% of the outstanding shares of voting

stock of Company (not including any shares of voting stock of Company held by the other persons or entities making or party to, or

associated or affiliated with the other persons or entities making or party to, such stock or share purchase agreement or other

business combination), (v) Company or any of its subsidiaries shall, directly or indirectly, in one or more related

transactions, reorganize, recapitalize or reclassify the Common Shares or preferred stock, other than an increase in the number of

authorized Common Shares or a forward or reverse stock split, (vi) Company transfers any material asset to any Subsidiary,

affiliate, person or entity under common ownership or control with Company, or (vii) Company pays or makes any monetary or

non-monetary dividend or distribution to its shareholders; or (b) any “person” or “group” (as these

terms are used for purposes of Sections 13(d) and 14(d) of the 1934 Act and the rules and regulations promulgated thereunder) is or

shall become the “beneficial owner” (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of more

than 50% of the aggregate ordinary voting power represented by issued and outstanding voting stock of Company. For the avoidance of

doubt: (x) Company or any of its subsidiaries entering into a definitive agreement that contemplates a Fundamental Transaction will

be deemed to be a Fundamental Transaction unless such agreement contains a closing condition that this Pre-Paid Purchase is repaid

in full upon consummation of the transaction; and (y) “Fundamental Transaction” shall not include a reincorporation by

the Company into another State.

Attachment 1 to Secured

Pre-Paid Purchase #1, Page 1

A9. “Other

Agreements” means, collectively, (a) all existing and future agreements and instruments between, among or by Company (or

an affiliate), on the one hand, and Investor (or an affiliate), on the other hand, and (b) any financing agreement or a material

agreement that affects Company’s ongoing business operations.

A10.

“Outstanding Balance” means as of any date of determination, the initial principal amount, as reduced or

increased, as the case may be, pursuant to the terms hereof for payment, Purchases, offset, or otherwise, accrued but unpaid

interest, collection, and enforcements costs (including attorneys’ fees) incurred by Investor, transfer, stamp, issuance and

similar taxes and fees related to Purchases, and any other fees or charges incurred under this Pre-Paid Purchase.

A11. “Purchase

Notice Date” means the date the applicable Purchase Notice is delivered by Investor to Company.

A12. “Purchase

Price Date” means the date the Initial Purchase Price is delivered by Investor to Company.

A13. “Purchase

Shares” means Common Shares purchased pursuant to this Pre-Paid Purchase.

A14. “Purchase

Share Purchase Price” means 97% multiplied by the lowest daily VWAP during the five (5) Trading Day period preceding the applicable

measurement date.

A15. “Trading

Day” means any day on which Company’s principal market is open for trading.

A16.

“VWAP” means the volume weighted average price of the Common Shares on the principal market for a particular

Trading Day or set of Trading Days, as the case may be, as reported by Bloomberg.

[Remainder of page intentionally

left blank]

Attachment 1 to Secured

Pre-Paid Purchase #1, Page 2

EXHIBIT A

PURCHASE NOTICE

On behalf of [***] (“Investor”),

the undersigned hereby certifies, with respect to the purchase of Common Shares of PMGC Holdings, Inc., a Nevada corporation (“Company”)

issuable in connection with this Purchase Notice, delivered pursuant to that certain Secured Pre-Paid Purchase #1, dated as of April 16,

2026 (as amended and supplemented from time to time), as follows:

A. Purchase Notice Date: ____________

B. Purchase Amount: ____________

C. Purchase Share Purchase Price: ___________

D. Number of Purchase Shares Due to Investor: ____________________

E. Outstanding Balance Following Purchase: ____________

Please transfer the Purchase Shares electronically

(via DWAC) to the following account:

Broker:

Address:

DTC#:

Account #:

Account Name:

Investor:

[***]

By:

[***]

EX-10.3 — FORM OF GUARANTY

EX-10.3

Filename: ea028658401ex10-3.htm · Sequence: 4

Exhibit 10.3

PORTIONS OF THIS EXHIBIT HAVE BEEN

REDACTED BECAUSE IT IS NOT MATERIAL AND OF A TYPE THAT PMGC HOLDINGS INC. TREATS AS PRIVATE OR CONFIDENTIAL. SUCH REDACTED PORTIONS ARE

INDICATED WITH “[***].”

GUARANTY

This GUARANTY, made effective

as of April 16, 2026, is given by each of the undersigned entities set forth on the signature page hereto (each, a “Guarantor”,

and collectively, the “Guarantors”), for the benefit of [***], and its successors, transferees, and assigns (“Investor”).

PURPOSE

A. PMGC

Holdings Inc., a Nevada corporation (“Company”), has issued to Investor that certain Secured Pre-Paid Purchase #1 of

even date herewith in the original face amount of $10,730,000.00 (“Pre-Paid Purchase #1”).

B. Pre-Paid

Purchase #1 was issued pursuant to the terms of a Securities Purchase Agreement dated as of April 16, 2026 between Company and Investor

(the “Purchase Agreement”).

C. The

Purchase Agreement also provides Company the right to sell additional Secured Pre-Paid Purchases (together with Pre-Paid Purchase #1,

the “Pre-Paid Purchases”) to Investor upon satisfaction of certain conditions.

D. Each

Guarantor is a subsidiary of Company and will materially benefit from the credit evidenced by the Pre-Paid Purchases and other financial

accommodations granted to Company pursuant to the Transaction Documents (as defined in the Purchase Agreement).

E. Investor

agreed to provide the financing to Company evidenced by the Pre-Paid Purchases only upon the inducement and representation that Guarantors

would guaranty all indebtedness, liabilities, and obligations of Company owed to Investor under the Pre-Paid Purchases and all the other

Transaction Documents, as provided herein.

NOW, THEREFORE, in consideration

of $10.00 and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in order to induce

Investor to enter into the Transaction Documents and provide the financing contemplated therein, Guarantor hereby agrees for the benefit

of Investor as follows:

GUARANTY

1. Indebtedness

Guaranteed. Each Guarantor hereby absolutely and unconditionally guarantees the prompt payment in full of the Obligations (as defined

below), as and when the same (including without limitation portions thereof) become due and payable. Each Guarantor acknowledges that

the amount of the Obligations may exceed the original principal amount of the Pre-Paid Purchases. Each Guarantor further acknowledges

that the guarantee made pursuant to this Section 1 for the timely payment and performance of each of the Obligations and is not merely

a guaranty of collection. For purposes of this Guaranty, “Obligations” means (a) all loans, advances, debts, liabilities,

and obligations, arising on or after the date of this Guaranty which are: (i) owed by Company or any Guarantor to Investor, under the

Pre-Paid Purchases, the Purchase Agreement, and/or (ii) any other Transaction Documents, including any modification or amendment to any

of the foregoing, and (b) all costs and expenses, including reasonable attorneys’ fees, incurred by Investor in connection with

the Pre-Paid Purchases or in connection with the collection or enforcement of any portion of the indebtedness, liabilities, or obligations

described in the foregoing clause (a) and the performance of the covenants and agreements of Company contained in the Pre-Paid Purchases

and the other Transaction Documents.

2. Representations

and Warranties. Each Guarantor hereby represents and warrants to Investor that:

(a) Guarantor

is an entity, organized, validly existing, and in good standing under the laws of the jurisdiction of its formation, and has the power

and authority and the legal right to own and operate its properties and to conduct the business in which it is currently engaged.

(b) Guarantor

has the power and authority and the legal right to execute and deliver, and to perform its obligations under, this Guaranty and has taken

all necessary action required by its form of organization to authorize such execution, delivery, and performance.

Guaranty constitutes Guarantor’s legal, valid and binding obligation enforceable in accordance with its terms, except as enforceability

may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’

rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

(d) The

execution, delivery and performance of this Guaranty will not (i) violate any provision of any law, statute, rule or regulation or any

order, writ, judgment, injunction, decree, determination or award of any court, governmental agency or arbitrator presently in effect

having applicability to Guarantor, (ii) violate or contravene any provision of Guarantor’s organizational documents, or (iii) result

in a breach of or constitute a default under any indenture, loan or credit agreement or any other material agreement, lease or instrument

to which Guarantor is a party or by which it or any of its properties may be bound or result in the creation of any lien thereunder. Guarantor

is not in default under or in violation of any such law, statute, rule or regulation, order, writ, judgment, injunction, decree, determination

or award or any such indenture, loan or credit agreement or other agreement, lease or instrument in any case in which the consequences

of such default or violation could have a material adverse effect on its business, operations, properties, assets or condition (financial

or otherwise).

(e) No

order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by, any governmental

or public body or authority is required on Guarantor’s part to authorize, or is required in connection with the execution, delivery

and performance of, or the legality, validity, binding effect or enforceability of, this Guaranty.

(f) Except

as disclosed by Company in filings with the U.S. Securities and Exchange Commission, there are no actions, suits or proceedings pending

or, to Guarantor’s knowledge, threatened against or affecting Guarantor or any of its properties before any court or arbitrator,

or any governmental department, board, agency or other instrumentality which, if determined adversely to Guarantor, would have a material

adverse effect on its business, operations, property or condition (financial or otherwise) or on its ability to perform its obligations

hereunder.

(g) (i)

This Guaranty is not given with actual intent to hinder, delay or defraud any entity to which Guarantor is, or will become on or after

the date of this Guaranty, indebted, and Guarantor has not engaged in any transaction or series of transactions with such intent, (ii) Guarantor

has received at least a reasonably equivalent value in exchange for the giving of this Guaranty, (iii) Guarantor is not insolvent,

as defined in any applicable state or federal statute, nor will Guarantor be rendered insolvent by the execution and delivery of this

Guaranty to Investor, and (iv) Guarantor does not intend to incur debts that will be beyond Guarantor's ability to pay as such debts

become due.

(h) Guarantor

has examined or has had the full opportunity to examine the Pre-Paid Purchases and all the other Transaction Documents, all the terms

of which are acceptable to Guarantor.

(i) This

Guaranty is given in consideration of Investor entering into the Transaction Documents and providing financing thereunder.

(j) Guarantor

is not insolvent, as defined in any applicable state or federal statute, nor will Guarantor be rendered insolvent by the execution and

delivery of this Guaranty to Investor.

(k) Guarantor

is a wholly-owned or partially-owned subsidiary of Company.

(l) Guarantor

has received adequate consideration and at least a reasonably equivalent value in exchange for the giving of this Guaranty, which Guarantor

hereby acknowledges having received, and thereby will materially benefit from the financial accommodations granted to Company by Investor

pursuant to the Transaction Documents. Investor may rely conclusively on the continuing warranty, hereby made, that Guarantor continues

to be benefitted by Investor’s extension of credit accommodations to Company and Investor shall have no duty to inquire into or

confirm the receipt of any such benefits, and this Guaranty shall be effective and enforceable by Investor without regard to the receipt,

nature or value of any such benefits. As such, this Guaranty is a valid and binding obligation of Guarantor. Guarantor further covenants

and agrees that it will not use lack of consideration as a defense to its performance of its obligations under this Guaranty. Investor

may rely conclusively on the continuing warranty, hereby made, that Guarantor continues to be benefitted by Investor’s extension

of accommodations to Company and Guarantor, and Investor shall have no duty to inquire into or confirm the receipt of any such benefits,

and this Guaranty shall be effective and enforceable by Investor without regard to the receipt, nature or value of any such benefits.

3. Alteration

of Obligations. In such manner, upon such terms and at such times as Investor and Company deem best and without notice to Guarantors,

Investor, and Company may alter, compromise, accelerate, extend, renew or change the time or manner for the payment of any Obligation,

increase or reduce the rate of interest on the Pre-Paid Purchases, release Company, as to all or any portion of the Obligations, release,

substitute or add any one or more guarantors or endorsers, accept additional or substituted security therefor, or release or subordinate

any security therefor. No exercise or non-exercise by Investor of any right available to Investor, no dealing by Investor with Guarantors

or any other guarantor, endorser of the Pre-Paid Purchases or any other person, and no change, impairment or release of all or a portion

of the obligations of Company under any of the Transaction Documents or suspension of any right or remedy of Investor against any person,

including, without limitation, Company and any other such guarantor, endorser or other person, shall in any way affect any of the obligations

of Guarantors hereunder or any security furnished by Guarantors or give Guarantors any recourse against Investor. Guarantors acknowledges

that their obligations hereunder are independent of the obligations of Company.

4. Waiver.

To the extent permitted by law, each Guarantor hereby waives and relinquishes all rights and remedies accorded by applicable law to guarantors

and agrees not to assert or take advantage of any such rights or remedies, including (without limitation) (a) any right to require Investor

to proceed against Company or any other person or to pursue any other remedy in Investor’s power before proceeding against Guarantor;

(b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other person or persons or the

failure of Investor to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other

person or persons; (c) demand, protest and notice of any kind, including, without limitation, notice of the existence, creation or incurring

of any new or additional indebtedness, liability or obligation or of any action or non-action on the part of Company, Investor, any endorser

or creditor of Company or Guarantor or on the part of any other person whomsoever under this or any other instrument in connection with

any obligation or liability or evidence of indebtedness held by Investor as collateral or in connection with any Obligation hereby guaranteed;

(d) any defense based upon an election of remedies by Investor which may destroy or otherwise impair the subrogation rights of Guarantor

or the right of Guarantor to proceed against Company for reimbursement, or both; provided, however, the Company makes no waiver as to

the defense of payment; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither

larger in amount nor in other respects more burdensome than that of the principal; (f) any duty on the part of Investor to disclose to

Guarantor any facts Investor may now or hereafter know about Company, regardless of whether Investor has reason to believe that any such

facts materially increase the risk beyond that which Guarantor intends to assume or has reason to believe that such facts are unknown

to Guarantor or has a reasonable opportunity to communicate such facts to Guarantor, since Guarantor acknowledges that it is fully responsible

for being and keeping informed of the financial condition of Company and of all circumstances bearing on the risk of non-payment of any

Obligation; (g) any defense arising because of Investor’s election, in any proceeding instituted under the Federal Bankruptcy Code,

of the application of Section 1111(b)(2) of the Federal Bankruptcy Code; (h) any defense based on any borrowing or grant of a security

interest under Section 364 of the Federal Bankruptcy Code; (i) any claim, right or remedy which Guarantor may now have or hereafter acquire

against Company that arises hereunder and/or from the performance by Guarantor hereunder, including, without limitation, any claim, right

or remedy of Investor against Company or any security which Investor now has or hereafter acquires, whether or not such claim, right or

remedy arises in equity, under contract, by statute, under common law or otherwise; and (j) any obligation of Investor to pursue any other

guarantor or any other person, or to foreclose on any collateral.

5. Bankruptcy.

So long as any Obligation (other than any inchoate indemnification obligations) shall be owing to Investor, Guarantors shall not, without

the prior written consent of Investor, commence, or join with any other person in commencing, any bankruptcy, reorganization, or insolvency

proceeding against Company. The obligations of Guarantors under this Guaranty shall not be altered, limited or affected by any proceeding,

voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of Company, or

by any defense which Company may have by reason of any order, decree or decision of any court or administrative body resulting from any

such proceeding.

6. Claims

in Bankruptcy. Guarantors shall file in any bankruptcy or other proceeding in which the filing of claims is required or permitted

by law all claims that Guarantors may have against Company relating to any indebtedness, liability, or obligation of Company owed to Guarantors

and will assign to Investor all rights of Guarantors thereunder. If a Guarantor does not file any such claim, Investor, as attorney-in-fact

for Guarantor, is hereby authorized to do so in the name of Guarantor or, in Investor’s discretion, to assign the claim to a nominee

and to cause proof of claim to be filed in the name of Investor’s nominee. The foregoing power of attorney is coupled with an interest

and cannot be revoked. Investor or Investor’s nominee shall have the sole right to accept or reject any plan proposed in such proceeding

and to take any other action that a party filing a claim is entitled to do. In all such cases, whether in administration, bankruptcy or

otherwise, the person or persons authorized to pay such claim shall pay to Investor the amount payable on such claim and, to the full

extent necessary for that purpose, each Guarantor hereby assigns to Investor all of Guarantor’s rights to any such payments or distributions

to which Guarantor would otherwise be entitled; provided, however, that Guarantor’s obligations hereunder shall not be deemed

satisfied except to the extent that Investor receives cash by reason of any such payment or distribution. If Investor receives anything

hereunder other than cash, the same shall be held as collateral for amounts due under this Guaranty. If at any time the holder of a Pre-Paid

Purchase is required to refund to Company any payments made by Company under the Pre-Paid Purchase because such payments have been held

by a bankruptcy court having jurisdiction over Company to constitute a preference under any bankruptcy, insolvency or similar law then

in effect, or for any other reason, then in addition to such Guarantor’s other obligation under this Guaranty, such Guarantor shall

reimburse the holder in the aggregate amount of such refund payments.

7. Costs

and Attorneys’ Fees. If Company or Guarantors fail to pay all or any portion of any Obligation, or Guarantors otherwise breach

any provision hereof or otherwise default hereunder, Guarantors shall pay all such expenses and actual attorneys’ fees incurred

by Investor in connection with the enforcement of any obligations of Guarantors hereunder, including, without limitation, any attorneys’

fees incurred in any negotiation, alternative dispute resolution proceeding subsequently agreed to by the parties, if any, litigation,

or bankruptcy proceeding or any appeals from any of such proceedings.

8. Cumulative

Rights. The amount of Guarantors’ liability and all rights, powers and remedies of Investor hereunder and under any other agreement

now or at any time hereafter in force between Investor and Guarantors, including, without limitation, any other guaranty executed by any

Guarantor relating to any indebtedness, liability or obligation of Company owed to Investor, shall be cumulative and not alternative and

such rights, powers and remedies shall be in addition to all rights, powers and remedies given to Investor by law. This Guaranty is in

addition to and exclusive of the guaranty of any other guarantor of any indebtedness, liability, or obligation of Company owed to Investor.

9. Independent

Obligations. The obligations of Guarantors hereunder are independent of the obligations of Company and, to the extent permitted by

law, in the event of any breach or default hereunder, a separate action or actions may be brought and prosecuted against a Guarantor whether

or not Company or any other Guarantor is joined therein or a separate action or actions are brought against Company, and Investor shall

have no obligation to separately pursue an action against Company or any other Guarantor with respect to the Obligations. Investor may

maintain successive actions for other breaches or defaults. Investor’s rights hereunder shall not be exhausted by Investor’s

exercise of any of Investor’s rights or remedies or by any such action or by any number of successive actions until and unless all

Obligations have been paid and fully performed.

10. Severability.

If any part of this Guaranty is construed to be in violation of any law, such part shall be modified to achieve the objective of the parties

to the fullest extent permitted and the balance of this Guaranty shall remain in full force and effect.

11. Successors

and Assigns. This Guaranty shall inure to the benefit of Investor, Investor’s successors and assigns, including the assignees

of any Obligation, and shall bind the heirs, executors, administrators, personal representatives, successors and assigns of Guarantors.

This Guaranty may be assigned by Investor with respect to all or any portion of the Obligations, and when so assigned, Guarantors shall

be liable to the assignees under this Guaranty without in any manner affecting the liability of Guarantors hereunder with respect to any

Obligations retained by Investor.

12. Notices.

Whenever Guarantors or Investor shall desire to give or serve any notice, demand, request, or other communication with respect to this

Guaranty, each such notice shall be given in writing (unless otherwise specified herein) and shall be deemed effectively given on the

earliest of:

(a) the

date delivered, if delivered by personal delivery as against written receipt therefor or by email to an executive officer, or by confirmed

facsimile,

(b) the

fifth business day after deposit, postage prepaid, in the United States Postal Service by registered or certified mail, or

after mailing by domestic or international express courier, with delivery costs and fees prepaid, in each case, addressed to each of

the other parties thereunto entitled at the address for such party (or Company, in respect of notices delivered to any Guarantor)

set forth in the Purchase Agreement (or at such other addresses as such party may designate by ten (10) calendar days’ advance

written notice similarly given to each of the other parties hereto).

13. Application

of Payments or Recoveries. With or without notice to Guarantors, Investor, in Investor’s sole discretion and at any time and

from time to time and in such manner and upon such terms as Investor deems fit, may (a) apply any or all payments or recoveries from Company

or from any other guarantor or endorser under any other instrument or realized from any security, in such manner and order of priority

as Investor may determine, to any indebtedness, liability or obligation of Company owed to Investor, whether or not such indebtedness,

liability or obligation is guaranteed hereby or is otherwise secured or is due at the time of such application; and (b) refund to Company

any payment received by Investor in connection with any Obligation and payment of the amount refunded shall be fully guaranteed hereby.

14. Setoff.

Investor shall have a right of setoff against all monies, securities, and other property of Guarantors now or hereafter in the possession

of, or on deposit with, Investor (if any), whether held in a general or special account or deposit, or for safekeeping or otherwise. Such

right is in addition to any right of setoff Investor may have by law. All rights of setoff may be exercised without notice or demand to

Guarantors. No right of setoff shall be deemed to have been waived by any act or conduct on the part of Investor, or by any neglect to

exercise such right of setoff, or by any delay in doing so. Every right of setoff shall continue in full force and effect until specifically

waived or released by an instrument in writing executed by Investor.

15. Affirmative

Covenants. Until the Obligations (other than any inchoate indemnification obligations) shall have been paid in full, unless Investor

shall otherwise consent in writing, each Guarantor covenants as follows:

15.1 Guarantor

will file all material tax returns and reports which are required by law to be filed by them and will pay before they become delinquent,

all material taxes, assessments, and governmental charges and levies imposed upon them or their property and all claims or demands of

any kind which, if unpaid, might result in the creation of a lien or other encumbrance upon their property. Upon Investor’s request,

Guarantor shall provide Investor with copies of the federal and state tax returns for Guarantor.

15.2 Guarantor will give prompt

written notice to Investor of the commencement of any material action, suit, or proceeding affecting Guarantor.

15.3 Guarantor

will not become insolvent or fail to pay their debts and liabilities as the same shall become due.

15.4 Guarantor

will take no action with an actual intent to hinder, delay, or defraud any present or future creditors of Company or Guarantor, including

Investor.

15.5 Guarantor

will comply in all material respects with all laws, rules, and regulations to which they may be subject.

15.6 Guarantor

covenants and agrees not to sell, transfer, or assign any of its assets, including, but not limited to, (a) any of its intellectual property,

or (b) any interest in any revenue bearing contract, stream or asset, without Investor’s prior written consent and agrees that any

transfer in contravention of such covenant shall be null and void ab initio; provided, however, that the Guarantor

shall be permitted to transfer or assign any of its assets to any third party as consideration in connection with any acquisition, merger,

or involving the Company or any of its subsidiaries, including, without limitation, the Guarantor, without the prior written consent of

Investor, so long as such transfer or assignment is made in a fair market value exchange, the Guarantor is not in breach of this Guaranty,

and no Event of Default has occurred under any of the Pre-Paid Purchase (as defined under the Purchase Agreement) or any breach of the

Transaction Documents (as defined in the Purchase Agreement).

16. Miscellaneous.

16.1 Governing

Law and Venue. This Guaranty shall be governed by and interpreted in accordance with the laws of the State of Utah for contracts to

be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Without modifying

Guarantors’ obligations to resolve disputes hereunder pursuant to the Arbitration Provisions (as defined below), each Guarantor

consents to and expressly agrees that exclusive venue for the arbitration of any dispute arising out of or relating to this Guaranty or

the relationship of the parties or their affiliates shall be in Salt Lake County, Utah. Without modifying the parties obligations to resolve

disputes hereunder pursuant to the Arbitration Provisions (as defined below), for any litigation arising in connection with this Agreement,

each Guarantor hereby (a) consents to and expressly submits to the exclusive personal jurisdiction of any state court sitting in Salt

Lake County, Utah, (b) expressly submits to the exclusive venue of any such court for the purposes hereof, and (c) waives any claim of

improper venue and any claim or objection that such courts are an inconvenient forum or any other claim or objection to the bringing of

any such proceeding in such jurisdictions or to any claim that such venue of the suit, action or proceeding is improper.

16.2 Arbitration

of Claims. The parties hereto hereby incorporate by this reference the arbitration provisions set forth as an exhibit to the Purchase

Agreement (“Arbitration Provisions”). The parties shall submit all Claims (as defined in the Arbitration Provisions)

arising under this Guaranty or other agreements between the parties and their affiliates to binding arbitration pursuant to the Arbitration

Provisions. The parties hereby acknowledge and agree that the Arbitration Provisions are unconditionally binding on the parties hereto

and are severable from all other provisions of this Guaranty. Any capitalized term not defined in the Arbitration Provisions shall have

the meaning set forth in the Purchase Agreement. By executing this Guaranty, each Guarantor represents, warrants and covenants that Guarantor

has reviewed the Arbitration Provisions carefully, has had the opportunity to consult with legal counsel about such provisions and either

has done so or knowingly and voluntarily waived such right, understands that the Arbitration Provisions are intended to allow for the

expeditious and efficient resolution of any dispute hereunder, agrees to the terms and limitations set forth in the Arbitration Provisions,

and that Guarantor will not take a position contrary to the foregoing representations. Each Guarantor acknowledges and agrees that Investor

may rely upon the foregoing representations and covenants of Guarantor regarding the Arbitration Provisions.

16.3 Entire

Agreement. Except as provided in any other written agreement now or at any time hereafter in force between Investor and any Guarantor,

this Guaranty shall constitute the entire agreement of Guarantor with Investor with respect to the subject matter hereof, and no representation,

understanding, promise, or condition concerning the subject matter hereof shall be binding upon Investor unless expressed herein.

16.4 Counterparts.

This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall

constitute one and the same instrument. Counterparts may be delivered via electronic signature (including PDF or any electronic signature

complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com), or other transmission method, and any counterpart so delivered

shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

16.5 Construction.

When the context and construction so require, all words used in the singular herein shall be deemed to have been used in the plural, and

the masculine shall include the feminine and neuter and vice versa. The word “person” as used herein shall include any individual,

company, firm, association, partnership, corporation, trust, or other legal entity of any kind whatsoever. The headings of this Guaranty

are inserted for convenience only and shall have no effect upon the construction or interpretation hereof.

16.6 Waiver.

No provision of this Guaranty or right granted to Investor hereunder can be waived in whole or in part, nor can any Guarantor be released

from Guarantor’s obligations hereunder except by a writing duly executed by an authorized officer of Investor.

16.7 No

Subrogation. Until all indebtedness, liabilities, and obligations of Company owed to Investor have been paid in full in cash and all

commitments have been terminated, shall not have any right of subrogation, contribution, or reimbursement against the Company or any other

Guarantor.

16.8 Survival.

All representations and warranties contained in this Guaranty shall survive the execution, delivery, and performance of this Guaranty

and the creation and payment of the Obligations.

16.9 Joint

and Several Liability. Each Guarantor’s covenants, obligations, and agreements set forth herein constitute the liabilities and

obligations of all Guarantors with respect to the Obligations.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, Guarantors

have executed this Guaranty to be effective as of the date first set forth above.

GUARANTORS:

AGA PRECISION SYSTEMS LLC, a California limited liability company

By:

/s/ Graydon Bensler

Name:

Graydon Bensler

Title:

CFO

PACIFIC SUN PACKAGING INC., a California corporation

By:

/s/ Graydon Bensler

Name:

Graydon Bensler

Title:

CFO

PMGC CAPITAL LLC, a Nevada limited liability company

By:

/s/ Graydon Bensler

Name:

Graydon Bensler

Title:

Managing Member

NORTHSTRIVE BIOSCIENCES INC., a Delaware corporation

By:

/s/ Graydon Bensler

Name:

Graydon Bensler

Title:

CFO

SVM MACHINING, INC., a California corporation

By:

/s/ Graydon Bensler

Name:

Graydon Bensler

Title:

CFO

Acknowledged & Accepted:

[***]

By:

/s/

[***]

[Signature Page to Guaranty]

EX-10.4 — FORM OF PLEDGE AGREEMENT

EX-10.4

Filename: ea028658401ex10-4.htm · Sequence: 5

Exhibit 10.4

PORTIONS OF THIS EXHIBIT HAVE BEEN

REDACTED BECAUSE IT IS NOT MATERIAL AND OF A TYPE THAT PMGC HOLDINGS INC. TREATS AS PRIVATE OR CONFIDENTIAL. SUCH REDACTED PORTIONS ARE

INDICATED WITH “[***].”

PLEDGE AGREEMENT

This PLEDGE AGREEMENT (this

“Agreement”) is entered into as of April 16, 2026, by and between [***] (“Secured Party”), and PMGC

Holdings Inc., a Nevada corporation (“Pledgor”).

A. Secured

Party purchased from Pledgor that certain Secured Pre-Paid Purchase #1 of even date herewith in the original principal amount of $10,730,000.00

(the “Pre-Paid Purchase #1”).

B. Pre-Paid

Purchase #1 was issued pursuant to that certain Securities Purchase Agreement of even date herewith between Secured Party and Pledgor

(the “Purchase Agreement”). Any capitalized term referred to herein without definition shall have the meaning ascribed

to such term in the Purchase Agreement.

C. The

Purchase Agreement also provides Pledgor the right to sell additional Secured Pre-Paid Purchases (together with Pre-Paid Purchase #1,

the “Pre-Paid Purchases”) to Secured Party upon satisfaction of certain conditions.

D. Pledgor

has agreed to pledge all of the equity interest it owns in the subsidiaries that are parties to that certain Guaranty of even date herewith,

granted by certain subsidiaries of Pledgor in favor of Secured Party (the “Subsidiaries”).

NOW, THEREFORE, in consideration

of $10.00, the premises, the mutual covenants and conditions contained herein, and for other good and valuable consideration, the receipt

and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Grant

of Security Interest. Pledgor hereby pledges to Secured Party as collateral and security for the Secured Obligations (as defined in

Section 2) and grants Secured Party a first-position security interest in the equity interests of the Subsidiaries held by Pledgor,

in any equity interests in any businesses purchased by Pledgor after the date hereof, and the equity interests in any subsidiaries formed

by Pledgor after the date hereof (the “Pledged Equity”). Secured Party shall have the right to exercise the rights

and remedies set forth herein and in the Transaction Documents if an Event of Default (as defined in the Pre-Paid Purchases) has occurred.

Pledgor represents, warrants, and covenants that it is and shall remain the sole beneficial and record owner of the Pledged Equity, free

and clear of all encumbrances, and shall defend such ownership against all claims and demands whatsoever. Such Pledged Equity, together

with any additions, replacements, accessions, or substitutes therefor or proceeds thereof, is hereinafter referred to collectively as

the “Collateral.”

2. Secured

Obligations. During the term hereof, the Collateral shall secure the performance by Pledgor of all of its obligations under the Pre-Paid

Purchases and the other Transaction Documents (the “Secured Obligations”).

3. Perfection

of Security Interest.

(a) Pledgor

will, at Pledgor’s own expense, cause to be searched the public records with respect to the Collateral and will execute, deliver,

file and record (in such manner and form as Secured Party may require), or permit Secured Party to file and record, as Pledgor’s

attorney-in-fact, any financing statements, any carbon, photographic or other reproduction of a financing statement or this Agreement

(which shall be sufficient as a financing statement hereunder), and any specific assignments or other paper that may be reasonably necessary

or desirable, or that Secured Party may request, in order to create, preserve, perfect or validate any security interest or to enable

Secured Party to exercise and enforce Secured Party’s rights hereunder with respect to any of the Collateral. Pledgor hereby appoints

Secured Party as Pledgor’s attorney-in-fact to execute in the name and on behalf of Pledgor such additional financing statements

as Secured Party may request.

(b) Pledgor

hereby authorizes Secured Party to file one or more UCC-1 financing statements or other appropriate documents with applicable governmental

agencies to evidence, perfect, and/or protect Secured Party’s security interest in the Collateral.

4. Assignment.

In connection with the transfer of the Pre-Paid Purchases made in accordance with the terms of the Transaction Documents, Secured Party

may assign or transfer the whole or any part of Secured Party’s security interest granted hereunder. Any such assignee or transferee

of Secured Party shall be vested with all of the rights and powers of Secured Party hereunder with respect to the Collateral.

5. Representations,

Warranties and Covenants of Pledgor.

(a) Title.

Pledgor hereby represents and warrants to Secured Party as follows with respect to the Collateral:

(i) The

Pledged Equity has been duly authorized by all necessary corporate action on the part of the Subsidiaries and is duly and validly issued,

fully paid and non-assessable;

(ii) The

Pledged Equity represents 100% of the outstanding equity interests in the Subsidiaries;

(iii) The

Pledged Equity is free from all taxes, liens, claims, pledges, mortgages, restrictions, obligations, security interests and encumbrances

of any kind, nature or description, and will not subject Secured Party to personal liability by reason of being the holder thereof;

(iv) Pledgor

has fully performed under all agreements between it and the Subsidiaries pursuant to which the Pledged Equity was issued and the Subsidiaries

have no claims, defenses or rights of offset against Pledgor or the Pledged Equity pursuant to the terms of any such agreements;

(v) Pledgor

is the sole owner of the Collateral;

(vi) Pledgor

further agrees not to grant or create any security interest, claim, transfer restriction, lien, pledge or other encumbrance with respect

to such Collateral or attempt to or actually sell, transfer or otherwise dispose of the Collateral, until the Secured Obligations have

been paid and performed in full; and

(vii) This

Agreement constitutes a legal, valid and binding obligation of Pledgor enforceable in accordance with its terms (except as the enforcement

thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar laws now or hereafter

in effect).

(b) Other.

(i) Pledgor

fully intends to fulfill and has the capability of fulfilling the Secured Obligations to be performed by Pledgor in accordance with the

terms of the Pre-Paid Purchases.

(ii) Pledgor

is not acting, and has not agreed to act, in any plan to sell or dispose of any Pledged Equity in a manner intended to circumvent the

registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state

law.

(iii) Pledgor

has been advised by counsel of the elements of a bona-fide pledge for purposes of determining the holding period for restricted securities

under Rule 144(d)(3)(iv) under the Securities Act, including the relevant U.S. Securities and Exchange Commission interpretations, and

affirms that the pledge of units by Pledgor pursuant to this Agreement will constitute a bona-fide pledge of such units for purposes of

such Rule.

(iv) Pledgor

will not consent to or otherwise approve of or cause the Subsidiaries to consent to or otherwise approve of, or take any action that amends

or alters the rights of the Pledged Equity to the detriment of Secured Party without the written consent of Secured Party to such amendment.

Pledgor further covenants and agrees not to take any action that would impair Secured Party’s rights hereunder or as a holder of

the Pledged Equity without the written consent of Secured Party.

6. Collection

of Dividends and Interest. After the occurrence of any Event of Default, Secured Party shall be authorized to collect as additional

Collateral all dividends, distributions, interest payments, and other amounts that may be, or may become, due on any of the Collateral,

to be held under the terms hereof in the same manner as the Collateral.

7. Voting

Rights. During the term of this Agreement and until such time as this Agreement has terminated or Secured Party has exercised Secured

Party’s rights under this Agreement to foreclose Secured Party’s interest in the Collateral, Pledgor shall have the right

to exercise any voting rights evidenced by, or relating to, the Collateral, provided that (i) such voting rights shall not be exercised

in any manner that would materially impair the value of the Collateral or be inconsistent with or violate any provisions of this Agreement,

and (ii) Pledgor shall give Secured Party at least 10 business days’ prior written notice of any vote or action that could materially

affect the value or marketability of the Collateral.

8. Warrants

and Options. In the event that, during the term of this Agreement, subscription, spin-off, warrants, dividends, or any other rights

or option shall be issued in connection with the Collateral, such warrants, dividends, rights and options shall immediately be deemed

to have become part of the Collateral and, to the extent such items of Collateral are certificated, shall promptly be delivered to Secured

Party to be held under the terms hereof in the same manner as the Collateral.

9. Preservation

of the Value of the Collateral. Pledgor shall pay all taxes, charges, and assessments against the Collateral and do all acts necessary

to preserve and maintain the value thereof.

10. Secured

Party as Pledgor’s Attorney-in-Fact.

(a) Pledgor

hereby irrevocably appoints Secured Party as Pledgor’s attorney-in-fact, with full authority in the place and stead of Pledgor and

in the name of Pledgor, Secured Party or otherwise, only after the occurrence of an Event of Default, from time to time at Secured Party’s

discretion, to take any action and to execute any instrument, that Secured Party may reasonably deem necessary or advisable to accomplish

the purposes of this Agreement, including: (i), to receive, endorse, and collect all instruments made payable to Pledgor representing

any dividend, interest payment or other distribution in respect of the Collateral or any part thereof to the extent permitted hereunder

and to give full discharge for the same and to execute and file governmental notifications and reporting forms; and (ii) to arrange for

the transfer of the Collateral on the books of the Subsidiaries or any other person to the name of Secured Party or to the name of Secured

Party’s nominee.

(b) In

addition to the designation of Secured Party as Pledgor’s attorney-in-fact in subsection (a), Pledgor hereby irrevocably appoints

Secured Party as Pledgor’s agent and attorney-in-fact, only after the occurrence of an Event of Default, to make, execute and deliver

any and all documents and writings which may be necessary or appropriate for approval of, or be required by, any regulatory authority

located in any city, county, state or country where Pledgor or the Subsidiaries engages in business, in order to transfer or to more effectively

transfer any of the Pledged Equity or otherwise enforce Secured Party’s rights hereunder.

11. Remedies

upon Default. After the occurrence and during the continuance of any Event of Default:

(a) Secured

Party may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to

Secured Party, all the rights and remedies of a secured party on default under applicable law, including without limitation the Utah Uniform

Commercial Code (irrespective of whether such applies to the affected items of Collateral), and Secured Party may also without notice

(except as specified below) (i) convert the Collateral into an electronic format, if applicable, (ii) cause the Subsidiaries’ transfer

agent, if applicable, to put all certificates evidencing the Pledged Equity into Secured Party’s name and instruct the Subsidiaries’

transfer agent (if any) to remove all legends from such certificates, and (iii) sell the Collateral or any part thereof in one or more

parcels at public or private sale, at any exchange, broker’s board or at any of Secured Party’s offices or elsewhere, for

cash, on credit or for future delivery, at such time or times and at such price or prices and upon such other terms as Secured Party may

deem commercially reasonable, irrespective of the impact of any such sales on the market price of the Collateral. To the maximum extent

permitted by applicable law, Secured Party may be the purchaser of any or all of the Collateral at any such sale and shall be entitled,

for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any

such public sale, to use and apply all or any part of the Secured Obligations as a credit on account of the purchase price of any Collateral

payable at such sale. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part

of Pledgor, and Pledgor hereby waives (to the extent permitted by law) all rights of redemption, stay, or appraisal that Pledgor now has

or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Pledgor agrees that, to the

extent notice of sale shall be required by law, at least ten (10) calendar days’ notice to Pledgor of the time and place of any

public sale or the time after which a private sale is to be made shall constitute reasonable notification. Secured Party shall not be

obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private

sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the

time and place to which it was so adjourned. To the maximum extent permitted by law, Pledgor hereby waives any claims against Secured

Party arising because the price at which any Collateral may have been sold at such a private sale was less than the price that might have

been obtained at a public sale, even if Secured Party accepts the first offer received and does not offer such Collateral to more than

one offeree.

(b) Pledgor

hereby agrees that any sale or other disposition of the Collateral conducted in conformity with reasonable commercial practices of banks,

insurance companies, or other financial institutions in the city and state where Secured Party is located in disposing of property similar

to the Collateral shall be deemed to be commercially reasonable.

hereby acknowledges that the sale by Secured Party of any Collateral pursuant to the terms hereof in compliance with the Securities Act,

as well as applicable “Blue Sky” or other state securities laws, may require strict limitations as to the manner in which

Secured Party, or any subsequent transferee of the Collateral, may dispose thereof. Pledgor acknowledges and agrees that in order to protect

Secured Party’s interest it may be necessary to sell the Collateral at a price less than the maximum price attainable if a sale

were delayed or were made in another manner, such as a public offering under the Securities Act. Pledgor has no objection to a sale in

such a manner and agrees that Secured Party shall have no obligation to obtain the maximum possible price for the Collateral. Without

limiting the generality of the foregoing, Pledgor agrees that, after the occurrence of an Event of Default, Secured Party may, subject

to applicable law, from time-to-time attempt to sell all or any part of the Collateral by a private placement, restricting the bidders

and prospective purchasers to those who will represent and agree that they are purchasing for investment only and not for distribution.

In so doing, Secured Party may solicit offers to buy the Collateral or any part thereof for cash, from a limited number of investors reasonably

believed by Secured Party to be institutional investors or other accredited investors who might be interested in purchasing the Collateral.

If Secured Party shall solicit such offers, then the acceptance by Secured Party of one of the offers shall be deemed to be a commercially

reasonable method of disposition of the Collateral.

(d) If

Secured Party shall determine to exercise Secured Party’s right to sell all or any portion of the Collateral pursuant to this Section,

then Pledgor agrees that, upon request of Secured Party, Pledgor, at Pledgor’s own expense, shall:

(i) execute

and deliver, or cause the officers and directors of to execute and deliver, to any person, entity or governmental authority as Secured

Party may choose, any and all documents and writings which, in Secured Party’s reasonable judgment, may be necessary or appropriate

for approval, or be required by, any regulatory authority located in any city, county, state or country where Pledgor or the Subsidiaries

engage in business, in order to transfer or to more effectively transfer the Collateral or otherwise enforce Secured Party’s rights

hereunder; and

(ii) do

or cause to be done all such other acts and things as may be necessary to make such sale of the Collateral or any part thereof valid and

binding and in compliance with applicable law.

Pledgor acknowledges that there is no adequate

remedy at law for failure by Pledgor to comply with the provisions of this Section 11 and that such failure would not be adequately

compensable in damages, and therefore agrees that Pledgor’s agreements contained in this Section 11 may be specifically enforced.

(e) PLEDGOR

EXPRESSLY WAIVES TO THE MAXIMUM EXTENT PERMITTED BY LAW: (i) ANY CONSTITUTIONAL OR OTHER RIGHT TO A JUDICIAL HEARING PRIOR TO THE TIME

SECURED PARTY DISPOSES OF ALL OR ANY PART OF THE COLLATERAL AS PROVIDED IN THIS SECTION; (ii) ALL RIGHTS OF REDEMPTION, STAY, OR APPRAISAL

THAT PLEDGOR NOW HAS OR MAY AT ANY TIME IN THE FUTURE HAVE UNDER ANY RULE OF LAW OR STATUTE NOW EXISTING OR HEREAFTER ENACTED; AND (iii)

EXCEPT AS SET FORTH IN SUBSECTION (a) OF THIS SECTION 11, ANY REQUIREMENT OF NOTICE, DEMAND, OR ADVERTISEMENT FOR SALE.

12. Indemnity

and Expenses. Pledgor agrees:

(a) To

indemnify and hold harmless Secured Party and each of Secured Party’s agents and affiliates from and against any and all claims,

damages, demands, losses, obligations, judgments and liabilities (including, without limitation, reasonable attorneys’ fees and

expenses) in any way arising out of or in connection with this Agreement or the Secured Obligations, except to the extent the same shall

arise as a result of the gross negligence or willful misconduct of the party seeking to be indemnified; and

(b) To

pay and reimburse Secured Party upon demand for all reasonable costs and expenses (including, without limitation, reasonable attorneys’

fees and expenses) that Secured Party may incur in connection with (i) the custody, use or preservation of, or the sale of, collection

from or other realization upon, any of the Collateral, including the reasonable expenses of re-taking, holding, preparing for sale or

lease, selling or otherwise disposing of or realizing on the Collateral, (ii) the exercise or enforcement of any rights or remedies granted

hereunder, under the Pre-Paid Purchases or otherwise available to Secured Party (whether at law, in equity or otherwise), or (iii) the

failure by Pledgor to perform or observe any of the provisions hereof. The provisions of this Section 12 shall survive the execution

and delivery of this Agreement, the repayment of any of the Secured Obligations, the termination of the commitments of Secured Party under

the Pre-Paid Purchases and the termination of this Agreement.

13. Duties

of Secured Party. The powers conferred upon Secured Party hereunder are solely to protect Secured Party’s interests in the Collateral

and shall not impose on Secured Party any duty to exercise such powers. Except as provided in Section 9-207 of the Uniform Commercial

Code of the State of Utah, Secured Party shall have no duty with respect to the Collateral or any responsibility for taking any necessary

steps to preserve rights against any persons with respect to any Collateral.

14. Governing

Law; Venue. This Agreement shall be construed and enforced in accordance with, and all questions concerning the construction, validity,

interpretation and performance of this Agreement shall be governed by, the internal laws of the State of Utah, without giving effect to

any choice of law or conflict of law provision or rule (whether of the State of Utah or any other jurisdiction) that would cause the application

of the laws of any jurisdiction other than the State of Utah. The provisions set forth in the Purchase Agreement to determine the proper

venue for any disputes are incorporated herein by this reference.

15. Arbitration

of Claims. Each party agrees to be bound by the Arbitration Provisions (as defined in the Purchase Agreement) set forth as an exhibit

to the Purchase Agreement. For clarity, such arbitration shall be conducted in Salt Lake City, Utah.

16. Amendments;

etc. No amendment or waiver of any provision of this Agreement nor consent to any departure by Pledgor herefrom shall in any event

be effective unless the same shall be in writing and signed by Secured Party, and then such waiver or consent shall be effective only

in the specific instance and for the specific purpose for which given. No failure on the part of Secured Party to exercise, and no delay

in exercising any right under this Agreement, any other document or documents delivered in connection with the transactions contemplated

by the Pre-Paid Purchases, this Agreement or any other agreement entered into in conjunction herewith or therewith, or otherwise with

respect to any of the Secured Obligations, shall operate as a waiver thereof; nor shall any single or partial exercise of any right under

this Agreement, any other Transaction Document, or otherwise with respect to any of the Secured Obligations preclude any other or further

exercise thereof or the exercise of any other right. The remedies provided for in this Agreement or otherwise with respect to any of the

Secured Obligations are cumulative and not exclusive of any remedies provided by other agreement or applicable law.

17. Notices.

Any notice required or permitted hereunder shall be given in writing (unless otherwise specified herein) and shall be deemed effectively

given on the earliest of: (a) the date delivered, if delivered by personal delivery as against written receipt therefor or by e-mail to

an executive officer (with confirmation of receipt), or by facsimile (with successful transmission confirmation), (b) the earlier of the

date delivered or the third business day after deposit, postage prepaid, in the United States Postal Service by certified mail, or (c)

the earlier of the date delivered or the third business day after mailing by express courier, with delivery costs and fees prepaid, in

each case, addressed to each of the other parties thereunto entitled at the addresses set forth in the Purchase Agreement in the “Notices”

section (or at such other addresses as such party may designate by five (5) calendar days’ advance written notice similarly given

to each of the other parties hereto).

18. Continuing

Security Interest; Term. This Agreement shall create a continuing security interest in the Collateral and shall: (a) remain in full

force and effect until the indefeasible payment and performance in full of all the Secured Obligations; (b) be binding upon Pledgor and

Pledgor’s successors and assigns; and (c) inure to the benefit of Secured Party and Secured Party’s successors, transferees,

and assigns. Upon the indefeasible payment and performance in full of all of the Secured Obligations, the security interests granted herein

shall, upon written confirmation from Secured Party, terminate, all rights to the Collateral shall revert to Pledgor and the term of this

Agreement shall end. Upon any such termination, Secured Party, at Pledgor’s expense, shall execute and deliver to Pledgor such documents

as Pledgor shall reasonably request to evidence such termination. Such documents shall be prepared by Pledgor and shall be in form and

substance reasonably satisfactory to Secured Party. Notwithstanding any other provision contained herein, all provisions of this Agreement

that by their nature are intended to survive the termination of this Agreement shall so survive such termination.

19. Security

Interest Absolute. To the maximum extent permitted by law, all rights of Secured Party, all security interests hereunder, and all

obligations of Pledgor hereunder, shall be absolute and unconditional irrespective of:

(a) any

lack of validity or enforceability of any of the Secured Obligations or any other agreement or instrument relating thereto, including

any of the Transaction Documents;

(b) any

change in the time, manner, or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment

or waiver of or any consent to any departure from any of the Transaction Documents, or any other agreement or instrument relating thereto;

exchange, release, or non-perfection of any other collateral, or any release or amendment or waiver of or consent to departure from any

guaranty for all or any of the Secured Obligations; or

(d) any

other circumstances that might otherwise constitute a defense available to, or a discharge of, Pledgor.

20. Headings.

Section and subsection headings in this Agreement are included herein for convenience of reference only and shall not constitute a part

of this Agreement or be given any substantive effect.

21. Severability.

If any part of this Agreement is construed to be in violation of any law, such part shall be modified to achieve the objective of the

parties to the fullest extent permitted by law and the balance of this Agreement shall remain in full force and effect.

22. Counterparts;

Electronic Execution. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all

of which together shall constitute one and the same agreement. Delivery of an executed counterpart of this Agreement by facsimile or email

shall be equally as effective as delivery of an original executed counterpart of this Agreement. Any party delivering an executed counterpart

of this Agreement by facsimile or email also shall deliver an original executed counterpart of this Agreement but the failure to deliver

an original executed counterpart shall not affect the validity, enforceability, or binding effect hereof.

23. Waiver

of Marshaling. Each of Pledgor and Secured Party acknowledges and agrees that in exercising any rights under or with respect to the

Collateral, Secured Party: (a) is under no obligation to marshal any Collateral; (b) may, in Secured Party’s absolute discretion,

realize upon the Collateral in any order and in any manner Secured Party so elects; and (c) may, in Secured Party’s sole and absolute

discretion, apply the proceeds of any or all of the Collateral to the Secured Obligations in any order and in any manner Secured Party

so elects, without any duty to maximize recovery or minimize losses. Pledgor and Secured Party waive any right to require the marshaling

of any of the Collateral.

24. Waiver of

Jury Trial. PLEDGOR AND SECURED PARTY HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION

BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS,

BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. PLEDGOR AND SECURED PARTY REPRESENT THAT EACH HAS REVIEWED THIS

WAIVER AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF

LITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

25. Attorneys’

Fees. In the event of any action at law or in equity to enforce or interpret the terms of this Agreement, the parties agree that the

prevailing party shall be entitled to an additional award of the full amount of the reasonable attorneys’ fees and expenses paid

by such prevailing party in connection with the dispute without reduction or apportionment based upon the individual claims or defenses

giving rise to the fees and expenses. Nothing herein shall restrict or impair a court’s power to award fees and expenses for frivolous

or bad faith pleading.

26. Recitals.

The recitals of this Agreement are contractual in nature and are hereby agreed to and incorporated into this Agreement.

27. Further

Assurances. At any time and from time to time, upon the written request of Secured Party, Pledgor will promptly (and in any event

within three (3) business days) execute and deliver any and all such further instruments and documents as Secured Party may reasonably

deem necessary to obtain the full benefits and security of this Agreement, including, without limitation, executing and filing such financing

or continuation statements, securities account control agreements or amendments thereto, as may be necessary or desirable or that Secured

Party may reasonably request in order to perfect, preserve and enforce the security interest created hereby.

THE

PROXIES AND POWERS GRANTED BY PLEDGOR PURSUANT TO THIS AGREEMENT ARE COUPLED WITH AN INTEREST AND ARE GIVEN TO SECURE THE PERFORMANCE

OF PLEDGOR’S OBLIGATIONS UNDER THIS AGREEMENT.

[Remainder of page intentionally left blank;

signature page to follow]

IN WITNESS WHEREOF, Pledgor

and Secured Party have caused this Agreement to be duly executed and delivered (by their duly authorized officers, as applicable), as

of the date first written above.

PLEDGOR:

PMGC HOLDINGS INC.

By:

/s/ Graydon Bensler

Graydon Bensler, Chief Executive Officer

SECURED PARTY:

[***]

By:

/s/

[***]

[Signature Page to Pledge Agreement]

EX-99.1 — PRESS RELEASE DATED APRIL 17, 2026

EX-99.1

Filename: ea028658401ex99-1.htm · Sequence: 6

Exhibit 99.1

PMGC Holdings, Inc. (Nasdaq: ELAB) Secures $40 Million Equity Purchase

Facility Agreement: Announces Ability To Accelerate M&A Strategy Currently Focused on Acquiring Aerospace and Defense Manufacturing

Companies

● Approximately

$10 Million To Be Funded at First Closing; 24-Month Commitment Period Provides Dedicated Capital to Execute on Active M&A Pipeline

Currently focused on Aerospace, Defense, and Industrial Manufacturing

NEWPORT BEACH, CA, April 17, 2026 (GLOBE NEWSWIRE)

– PMGC Holdings Inc. (Nasdaq: ELAB) (“PMGC” or the “Company”), a diversified holding company executing

a targeted roll-up strategy in U.S.-based precision manufacturing, today announced its entry into a $40 million equity purchase facility

(the “Facility”) with an institutional investor. The initial tranche of approximately $10 million is expected to be funded

at closing, anticipated today. The Company may draw additional amounts at its sole discretion over a 24-month commitment period and require

the investor to purchase shares of common stock from the Company equal to the funded amounts and under subsequent pre-paid purchases,

subject to certain terms and conditions. Full details of the transaction, including copies of the definitive agreements, will be filed

with the SEC on a Current Report on Form 8-K.

The Aerospace and Defense Manufacturing Roll-Up

Strategy & Long-Term Opportunity

PMGC has completed four acquisitions over the

past twelve months, assembling a growing portfolio of ITAR-registered, AS9100D-certified precision CNC machining businesses alongside

a specialty IT hardware packaging company serving data center and AI infrastructure customers. The Facility provides PMGC with committed,

flexible capital to continue building its U.S. precision manufacturing platform through accretive acquisitions and organic investment

across aerospace, defense, and industrial end markets.

PMGC’s long-term strategy is to build a scaled,

vertically integrated precision manufacturing platform capable of serving mission-critical supply chains across defense, aerospace, and

next-generation infrastructure. The Company intends to grow through continued acquisitions, operational integration, and targeted investments

in automation, workforce development, and advanced manufacturing capabilities, including AI-enabled production systems.

The Company believes powerful structural tailwinds

are driving sustained demand for domestically produced, high-precision components. Federal reshoring and onshoring initiatives, growing

U.S. defense spending, aerospace production backlogs, supply chain security priorities, and the rapid expansion of AI and data center

infrastructure are all increasing demand for certified, U.S.-based precision manufacturers. At the same time, qualified domestic manufacturers

holding both ITAR registration and AS9100D certification represent a narrow segment of the broader U.S. machining industry, and OEMs and

Tier 1 defense and aerospace suppliers are increasingly seeking reliable, scalable manufacturing partners capable of delivering consistent

quality, throughput, and compliance.

PMGC believes it is positioned to capitalize on

these dynamics as both a strategic acquirer and long-term operator. By building scale across its manufacturing platform, preserving critical

domestic manufacturing capacity, and enhancing operations through capital investment and technology adoption, the Company aims to build

a differentiated platform aligned with long-term national and industrial priorities and focused on sustainable shareholder value creation.

In addition to its core aerospace and defense manufacturing focus, the Company will also opportunistically pursue acquisitions of cash

flow positive businesses outside aerospace and defense where attractive risk-adjusted returns are available.

About PMGC Holdings Inc.

PMGC Holdings Inc. is a diversified holding company

that manages and grows its portfolio through strategic acquisitions, investments, and development across various industries. We are committed

to exploring opportunities in multiple sectors to maximize growth and value. For more information, please visit https://www.pmgcholdings.com.

Forward-Looking Statements

Statements contained in this press release regarding

matters that are not historical facts are “forward-looking statements” within the meaning of the Private Securities Litigation

Reform Act of 1995, as amended. Words such as “believes,” “expects,” “plans,” “potential,”

“would” and “future” or similar expressions such as “look forward” are intended to identify forward-looking

statements. Forward-looking statements are made as of the date of this press release and are neither historical facts nor assurances of

future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business,

future plans and strategies, projections, anticipated events and trends, the economy, activities of regulators and future regulations

and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks

and changes in circumstances that are difficult to predict and many of which are outside of our control. Although the Company believes

that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn

out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results. Therefore,

you should not rely on any of these forward-looking statements. These and other risks are described more fully in PMGC’s filings

with the United States Securities and Exchange Commission (“SEC”), including the “Risk Factors” section of the

Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 30, 2026, and its other documents

subsequently filed with or furnished to the SEC. Investors and security holders are urged to read these documents free of charge on the

SEC’s web site at www.sec.gov. All forward-looking statements contained in this press release speak only as of the date on which

they were made. Except to the extent required by law, the Company undertakes no obligation to update such statements to reflect events

that occur or circumstances that exist after the date on which they were made.

IR Contact: IR@pmgcholdings.com

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Apr. 16, 2026

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false

Document Period End Date

Apr. 16, 2026

Entity File Number

001-41875

Entity Registrant Name

PMGC Holdings Inc.

Entity Central Index Key

0001840563

Entity Tax Identification Number

33-2382547

Entity Incorporation, State or Country Code

Entity Address, Address Line One

c/o 120 Newport Center Drive

Entity Address, City or Town

Newport Beach

Entity Address, State or Province

Entity Address, Postal Zip Code

92660

City Area Code

888

Local Phone Number

445-4886

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common Stock, $0.0001 par value

Trading Symbol

ELAB

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

true

Elected Not To Use the Extended Transition Period

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

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No definition available.

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Area code of city

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- Definition

Cover page.

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For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

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- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

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No definition available.

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- Definition

Address Line 1 such as Attn, Building Name, Street Name

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Name of the City or Town

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- Definition

Code for the postal or zip code

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Name of the state or province.

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- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Indicate if registrant meets the emerging growth company criteria.

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-Publisher SEC

-Name Exchange Act

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-Section 12

-Subsection b-2

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- Definition

Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 7A

-Section B

-Subsection 2

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- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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No definition available.

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- Definition

Two-character EDGAR code representing the state or country of incorporation.

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- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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-Publisher SEC

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- Definition

Local phone number for entity.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Section 14d

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Title of a 12(b) registered security.

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-Publisher SEC

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Name of the Exchange on which a security is registered.

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-Name Exchange Act

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-Section 12

-Subsection d1-1

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

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- Definition

Trading symbol of an instrument as listed on an exchange.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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