Entry into a Material Definitive Agreement.

 

(a) Term Sheet between NorthStrive Defense Tech LLC and the Florida State University Research Foundation

 

On June 2, 2026, NorthStrive Defense Tech LLC ("NorthStrive Defense Tech"), a wholly owned subsidiary of PMGC Holdings Inc. (the "Company") entered into a binding term sheet ("Term Sheet") with Florida State University Research Foundation, Inc. ("FSURF"), a Florida direct-support organization of Florida State University, pursuant to which FSURF will license patent rights related to U.S. Patent No. 12,291,334 ("Patent") and the related know-how to NorthStrive Defense Tech. The license ("License") is exclusive, worldwide, sublicensable, and covers the field of aerospace and defense technologies. As consideration for the License, NorthStrive Defense Tech agreed to a tiered earned royalty arrangement with FSURF on net sales of licensed products in connection with the License, pursuant to which a royalty is paid as a percentage depending on product category and cumulative net sales, subject to an annual minimum royalty and a sublicensing revenue share percentage to be paid to FSURF. NorthStrive Defense Tech will also pay an annual license maintenance fee to FSURF. FSURF will retain all other rights not expressly granted under the Term Sheet. NorthStrive Defense Tech agreed to pursue a multi-year development plan, as further set forth in Appendix B of the Term Sheet, using commercially reasonable efforts. Such development plan is subject to change as technical, funding, and market conditions develop, and the parties may adjust timelines set forth thereunder by mutual agreement.