{"url_path":"/sec/elab/proxy/2026-05-15/000121390026056964","section_key":"body","section_title":"DEF 14A body","topic":"sec","document":{"doc_type":"DEF 14A","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1840563/0001213900-26-056964-index.html","accession_number":"0001213900-26-056964","cik":"0001840563","ticker":"ELAB","issuer_name":"PMGC Holdings Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1840563/0001213900-26-056964-index.html","primary_entity_key":"0001840563","primary_entity_name":"PMGC Holdings Inc."},"word_count":50976,"has_tables":true,"body_markdown":"DEF 14A\n1\nea0290873-def14a_pmgchold.htm\nDEFINITIVE PROXY STATEMENT\n\n** **\n\n**UNITED STATES\nSECURITIES AND EXCHANGE COMMISSION\nWashington, D.C. 20549**\n\n** **\n\n****\n\n** **\n\n**SCHEDULE 14A**\n\nProxy Statement Pursuant to Section 14(a) of\nthe Securities Exchange Act of 1934\n\nFiled by the Registrant\n\n☒\n\nFiled by a Party other than the Registrant\n\n☐\n\nCheck the appropriate box:\n\n☐\nPreliminary Proxy Statement\n\n☐\n**Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))**\n\n☒\nDefinitive Proxy Statement\n\n☐\nDefinitive Additional Materials\n\n☐\nSoliciting Material Pursuant to §240.14a-12\n\n** **\n\n**PMGC Holdings Inc.**(Name of Registrant as Specified In Its Charter)\n\n(Name of Person(s) Filing Proxy Statement,\nif other than the Registrant)\n\nPayment of Filing Fee (Check the appropriate box):\n\n☒\nNo fee required.\n\n☐\nFee paid previously with preliminary materials.\n\n☐\nFee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.\n\n \n\n** **\n\n**NOTICE OF THE 2026 ANNUAL STOCKHOLDERS MEETING\nTO BE HELD ON June 5, 2026**\n\nTo the Stockholders of PMGC Holdings Inc.:\n\nYou are invited to attend the 2026 Annual Meeting\nof Stockholders (“Annual Meeting”) of PMGC Holdings Inc. (the “Company,” “PMGC,” “our,”\n“we,” and “us”), which will be held on Friday, June 5, 2026, at 9:30 am Pacific Time. This year’s\nAnnual Meeting will be a virtual meeting, conducted solely online at www.virtualshareholdermeeting.com/ELAB2026.\nHosting a virtual meeting will enable our stockholders to attend online and participate from any location around the world.\n\nAt the Annual Meeting, you will be asked to act\non the following matters:\n\n1.to elect the following director nominees, Braeden Lichti, Graydon Bensler,\nGeorge Kovalyov, Juliana Daley, and Jeffrey Parry to serve as members of the Company’s board of directors for the ensuing year or\nuntil his or her successors are elected;\n\n2.to approve an amendment to our Bylaws to provide for a staggered Board\ncomprised of two classes of directors, designated Class I and Class II, with Class I Directors serving for three (3) year terms and Class\nII Directors serving for one (1) year terms;\n\n3.to ratify the appointment of HTL International, LLC as our independent\nregistered public accounting firm for the fiscal year ending December 31, 2026, and to allow our Board of Directors (“Board”)\nto set the remuneration for HTL; and\n\n4.to transact such other business\nas may properly come before the Meeting or any adjournment of postponement thereof.\n\nOnly holders of record of shares of common stock,\npar value $0.0001 per share, and series B preferred stock, par value $0.0001 per share , at the close of business on April 27, 2026 are\nentitled to receive notice of and to vote at the Annual Meeting or any postponements or adjournments of the meeting. The accompanying\nproxy statement (“Proxy Statement”) contains details concerning the foregoing items, as well as information on how to vote\nyour shares. We urge you to read and consider these documents carefully.\n\nWe are using the “Full Set Delivery”\nmethod of providing proxy materials to all stockholders of record. Because we have elected to utilize the “Full Set Delivery”\noption, we are delivering to all stockholders of record paper copies of the Proxy Statement and form of proxy, as well as providing access\nto the proxy materials on a publicly accessible website. We began distributing the Proxy Statement, the Notice and proxy card on or about\nMay 15, 2026. The Proxy Statement and the Notice are also available at *www.proxyvote.com*.\n\n** **\n\n****\n\n \n\n** **\n\n**Your vote is very important.**Whether or\nnot you plan to attend the Annual Meeting, we encourage you to submit your proxy or voting instructions as soon as possible. * *We\nencourage you to read the Proxy Statement and submit your proxy or voting instructions as soon as possible. You can revoke a proxy at\nany time prior to its exercise at the Annual Meeting by following the instructions in the Proxy Statement. You can vote your shares electronically\nvia the internet, by telephone or if applicable, by completing and returning the proxy card or voting instruction card. For specific\ninstructions on how to vote your shares, please refer to the instructions on the proxy card you received in the mail, and the additional\ninformation in the accompanying Proxy Statement.\n\nAdditionally, we note that all applicable Common\nStock share numbers, Series B Preferred Stock share numbers, option numbers, warrant numbers, other derivative security numbers and exercise\nand conversion prices appearing in the Proxy Statement and any related materials have been adjusted, unless otherwise stated. On January\n6, 2026, the Company completed a reverse stock split at a 1:4 ratio, pursuant to which every four shares of Common Stock prior to the\nreverse stock split were converted into one (1) share of Common Stock post-reverse split. On March 10, 2026, the Company completed a reverse\nstock split at a 1:6 ratio, pursuant to which every six shares of Common Stock prior to the reverse stock split were converted into one\n(1) share of Common Stock post-reverse split. All current and comparative references to the number of Common Stock, warrants, options,\nweighted average number of Common Stock, and loss per share have been retrospectively adjusted to give effect to these reverse stock splits.\nOn a combined basis, this reflects retrospectively a reverse stock split of 1:24.\n\nDated: May 15, 2026\nBy Order of the Board of Directors of PMGC\n\nHoldings Inc.\n\nSincerely,\n\n/s/ Braeden Lichti\n\nBraeden Lichti\n\nNon-Employee, Non-Executive Chairman\n\n** **\n\n \n\n** **\n\n**NOTE REGARDING FORWARD-LOOKING STATEMENTS**\n\nThe Proxy Statement contains forward-looking statements\nwithin the meaning of the federal securities laws. Forward-looking statements may relate to our future financial performance, business\noperations, and executive compensation decisions, or other future events. You can identify forward-looking statements by the use\nof words such as “anticipate,” “believe,” “could,” “expect,” “intend,” “may,”\n“will,” or the negative of such terms, or other comparable terminology. Forward-looking statements also include the assumptions\nunderlying or relating to such statements. We have based these forward-looking statements on our current expectations and projections\nabout future events that we believe may affect our business, results of operations and financial condition.\n\nThe outcomes of the events described in these\nforward-looking statements are subject to risks, uncertainties and other factors described in the section titled “Risk Factors,”\nand elsewhere, in the reports filed with the U.S. Securities and Exchange Commission. We cannot assure you that the events and circumstances\nreflected in the forward-looking statements will be achieved or occur, and actual results could differ materially from those expressed\nor implied in the forward-looking statements. We undertake no obligation to update any forward-looking statement to reflect\nevents or circumstances after the date on which the statement is made except as may be required under applicable securities law.\n\n \n\n**PMGC HOLDINGS INC.**\n\n** **\n\n**PROXY STATEMENT\nFOR THE ANNUAL STOCKHOLDERS MEETING\nTO BE HELD ON JUNE 5, 2026**\n\n** **\n\n**TABLE OF CONTENTS**\n\n**Page**\n\n[NOTICE OF THE 2026 ANNUAL STOCKHOLDERS MEETING](#a_001)\n\n[NOTE REGARDING FORWARD-LOOKING STATEMENTS](#a_002)\n\n[PROXY STATEMENT](#a_003)\n\n1\n\n[PROPOSAL 1 — ELECTION OF FIVE NOMINEES TO THE BOARD OF DIRECTORS](#a_004)\n\n5\n\n[PROPOSAL 2 — AMENDMENT\nTO BYLAWS FOR STAGGERED BOARD](#a_019)\n\n15\n\n[PROPOSAL 3 — RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2026, AND TO ALLOW THE BOARD OF DIRECTORS TO SET THE REMUNERATION FOR HTL](#a_005)\n\n16\n\n[CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT](#a_018)\n\n16\n\n[PROPOSAL 4 — APPROVAL OF THE ADJOURNMENT OF THE ANNUAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IN THE EVENT THERE ARE NOT SUFFICIENT VOTES IN FAVOR OF PROPOSALS 1 AND 2 AT THE TIME OF THE ANNUAL MEETING](#a_006)\n\n17\n\n[MANAGEMENT](#a_007)\n\n18\n\n[EXECUTIVE COMPENSATION](#a_008)\n\n18\n\n[DIRECTOR COMPENSATION](#a_010)\n\n27\n\n[SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT](#a_011)\n\n36\n\n[CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE](#a_012)\n\n38\n\n[STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS](#a_013)\n\n47\n\n[ANNUAL REPORT ON FORM 10-K](#a_014)\n\n48\n\n[WHERE YOU CAN FIND MORE INFORMATION ABOUT PMGC](#a_015)\n\n48\n\n[OTHER MATTERS](#a_016)\n\n49\n\n[APPENDIX A: 2026 EQUITY INCENTIVE PLAN](#b_001)\n\nA-1\n\n[APPENDIX B: 2026 FORM OF AMENDED BYLAWS](#a_020)\n\nB-1\n\n** **\n\n**Important Notice Regarding the Availability\nof Proxy Materials for the Annual Meeting of Stockholders to be Held on June 5, 2026: Pursuant to the rules of the U.S. Securities and\nExchange Commission (“SEC”) with respect to the Annual Meeting, we have elected to utilize the “Full Set Delivery”\noption of providing paper copies of our proxy materials by mail.**\n\ni\n\n** **\n\n** **\n\n**120 Newport Center Drive\nNewport Beach, CA 92660**\n\n** **\n\n**PROXY STATEMENT\nFOR THE 2026 ANNUAL STOCKHOLDERS MEETING\nJUNE 5, 2026**\n\nThis proxy statement (this “Proxy Statement”)\ncontains information related to the 2026 Annual Stockholders Meeting (the “Annual Meeting”) of PMGC Holdings Inc., which will\nbe held at 9:30 am Pacific Standard Time on Friday, June 5, 2026, and any postponements or adjournments of the meeting. We first mailed\nthese proxy materials to stockholders on or about May 15, 2026. In this Proxy Statement, “Company,” “PMGC,” “we,”\n“us,” and “our” each refer to PMGC Holdings Inc. and its subsidiaries.\n\n** **\n\n**ABOUT THE PROXY MATERIALS**\n\nWe are furnishing proxy materials to our stockholders\nof record on April 27, 2026, in connection with the solicitation of proxies by our Board of Directors (the “Board”) for use\nat the Annual Meeting to be held virtually at www.virtualshareholdermeeting.com/ELAB2026,\nat 9:30 a.m. Pacific Standard Time on Thursday, June 5, 2026. This proxy is being solicited by the Board and the cost of solicitation\nof the proxies will be paid by the Company. Our officers, directors and regular employees, without additional compensation, also may solicit\nproxies by further mailing, by telephone or personal conversations. We have no plans to retain any firms or otherwise incur any extraordinary\nexpense in connection with the solicitation.\n\nWe are using the “Full Set Delivery”\nmethod of providing proxy materials to all stockholders of record. Only holders of record of shares of common stock, par value $0.0001\nper share (the “Common Stock”), and series B preferred stock, par value $0.0001 per share (the “Series B Preferred Stock”)\nat the close of business on April 27, 2026 (the “Record Date”) are entitled to receive notice of and to vote at the Annual\nMeeting or any postponements or adjournments of the meeting. Because we have elected to utilize the “Full Set Delivery” option,\nwe are delivering to all stockholders of record paper copies of this Proxy Statement and form of proxy, as well as providing access to\nthe proxy materials on a publicly accessible website. We began distributing this Proxy Statement, the Notice and proxy card on or about\nMay 15, 2026. This Proxy Statement and the accompanying notice are also available at *www.proxyvote.com*.\n\nAdditionally, we note that all applicable Common\nStock share numbers, option numbers, warrant numbers, other derivative security numbers and exercise and conversion prices appearing in\nthe Proxy Statement and any related materials have been adjusted. On January 6, 2026, the Company completed a reverse stock split at a\n1:4 ratio, pursuant to which every four shares of Common Stock prior to the reverse stock split were converted into one (1) share of Common\nStock post-reverse split. On March 10, 2026, the Company completed a reverse stock split at a 1:6 ratio, pursuant to which every six shares\nof Common Stock prior to the reverse stock split were converted into one (1) share of Common Stock post-reverse split. All current and\ncomparative references to the number of Common Stock, warrants, options, weighted average number of Common Stock, and loss per share have\nbeen retrospectively adjusted to give effect to these reverse stock splits. On a combined basis, this reflects retrospectively a reverse\nstock split of 1:24 . All current and comparative references to the number of Common Stock, warrants, options, weighted average number\nof Common Stock, and loss per share have been retrospectively adjusted to give effect to these reverse stock splits, unless otherwise\nstated.\n\n1\n\n** **\n\n**IMPORTANT NOTICE REGARDING THE AVAILABILITY\nOF PROXY MATERIALS FOR THE 2026 ANNUAL STOCKHOLDERS MEETING TO BE HELD ON JUNE 5, 2026**\n\nThis Proxy Statement and the enclosed proxy card\nare available at *www.proxyvote.com*.\n\n** **\n\n**Stockholder of Record: Shares Registered\nin Your Name**\n\nIf you are a stockholder of record, you may vote\nusing the following methods:\n\n●**At the Annual Meeting**.\nTo vote at the Annual Meeting, attend the Annual Meeting and follow the instructions.\n\n●**By Internet**. To\nvote by proxy via the Internet, follow the instructions described on the proxy card.\n\n●**By Telephone**. To vote\nby proxy via telephone within the United States and Canada, use the toll-free number on the proxy card.\n\n●**By Mail**. To vote by\nmail, complete, sign, and date the proxy card and return it in the envelope provided.\n\nWhether or not you plan to attend the Annual Meeting,\nwe urge you to vote by proxy using one of the methods described above to ensure your vote is counted. You may still attend the Annual\nMeeting and vote even if you have already voted by proxy.\n\n** **\n\n**Beneficial Owner: Shares Registered in the\nName of a Broker or Bank**\n\nIf you are a beneficial owner of shares registered\nin the name of your broker or other nominee, you may vote using the following methods:\n\n●**At the Annual Meeting**.\nTo vote at the Annual Meeting, you must obtain a valid proxy from your broker or other nominee. Follow the instructions from your broker\nor other nominee, or contact them to request a proxy form.\n\n●**By Internet**. You may\nvote through the Internet if your broker or other nominee makes this method available, in which case the instructions will be included\nin the proxy materials provided to you.\n\n●**By Telephone**. You may\nvote by telephone if your broker or other nominee makes this method available, in which case the instructions will be included in the\nproxy materials provided to you.\n\n●**By Mail**. If you received\na proxy card and voting instructions from the broker or other nominee holding your shares rather than from us, follow the instructions\non the proxy card.\n\nYou may examine a list of the stockholders of\nrecord as of the close of business on April 27, 2026 for any purpose germane to the Annual Meeting during normal business hours during\nthe 10-day period preceding the date of the meeting at 120 Newport Center Drive, Newport Beach, CA 92660.\n\n2\n\n** **\n\n**What You Are Voting On**\n\nAt the Annual Meeting, there are four (4) matters scheduled for\na vote of the stockholders:\n\n●**Election of Five Nominees\nto the Board of Directors**. The election of the following five (5) director nominees, Braeden Lichti,\nGraydon Bensler, George Kovalyov, Juliana Daley, and Jeffrey Parry as members of the Company’s board of directors (the “Board”,\nthe “Board of Directors”, or “Directors”), each individual to serve our Company for the ensuing year or until\nhis or her successors are elected.\n\n●**Amendment to Bylaws for\nStaggered Board. **To amend our Bylaws (the “Amended Bylaws”) to provide for\na Board with members serving for staggered terms, comprised of two classes of directors, designated Class I and Class II, with Class I\nDirectors serving for three (3) year terms and Class II Directors serving for one (1) year terms;\n\n●**Ratification of HTL International,\nLLC as Auditor and Remuneration to Auditor**. The ratification of the appointment of HTL International, LLC (“HTL”)\nas our independent registered public accounting firm for the fiscal year ending on December 31, 2026, and to allow the Board to set the\nremuneration for HTL.\n\n●**Adjournment of the Annual\nMeeting**. The approval of adjournment of the Annual Meeting, if necessary, to solicit additional votes if there are insufficient\nvotes at the time of the Annual Meeting to approve one or more of the proposals.\n\nFor the matters to be voted on, you may vote “For”\nor “Against” or abstain from voting. If you receive more than one proxy card, your shares are registered in more than one\nname or are registered in different accounts. Please complete, sign and return each proxy card to ensure that all of your shares are voted.\n\n** **\n\n**Quorum and Required Votes**\n\nOnly holders of record of shares of Common Stock\nand Series B Preferred Stock of the Company at the close of business on Record Date, which was April 27, 2026, are entitled to vote at\nthe Annual Meeting or any postponements or adjournments of the meeting. As of the Record Date, PMGC had 4,543,751 shares of Common Stock\noutstanding and 6,372,874 shares of Series B Preferred Stock outstanding.\n\nThe presence at the meeting of 33 1/3% of the\noutstanding shares of capital stock entitled to vote, in person or by proxy relating to any matter to be acted upon at the meeting, is\nnecessary to constitute a quorum for the meeting. Each outstanding share of Common Stock is entitled to one (1) vote. The Series\nB Preferred Stock votes together with the Common Stock as one class. Each outstanding share of Series B Preferred Stock is entitled to\none (1) vote.\n\nProxies marked “Abstain” and broker\n“non-votes” will be treated as shares that are present for purposes of determining the presence of a quorum. An “abstention”\noccurs when a stockholder sends in a proxy with explicit instructions to decline to vote regarding a particular matter. A broker non-vote occurs\nwhen a broker or other nominee who holds shares for another person does not vote on a particular proposal because that holder does not\nhave the discretionary voting power for the proposal and has not received voting instructions from the beneficial owner of the shares;\nas a result, the broker or other nominee is unable to vote those uninstructed shares. Abstentions and broker non-votes, while included\nfor quorum purposes, will not be counted as votes “cast” for or “against” any proposal other than proposal 3,\nof which abstentions will have the effect of an “against” vote.\n\nThe following table summarizes the votes required\nfor passage of each proposal and the effect of abstentions and uninstructed shares held by brokers. **Please note that brokers may\nnot vote your shares on the election of directors or any non-routine matters if you have not given your broker specific instructions\nas to how to vote. Please be sure to give specific voting instructions to your broker so that your vote can be counted.**\n\n**Proposal Number**\n\n**Description**\n\n**Votes Required for Approval**\n\n**Abstentions**\n\n**Uninstructed Shares**\n\n**1**\n\nElection of Five Nominees to the Board of Directors: Braeden Lichti, Graydon Bensler, George Kovalyov, Juliana Daley, and Jeffrey Parry\n\nPlurality of votes cast\n\nNot voted\n\nNot voted\n\n**2**\n\nAmendment to Bylaws for Staggered Board\n\nMajority of outstanding shares\n\nAgainst\n\nNot voted\n\n**3**\n\nRatification of HTL International, LLC as Auditor and Remuneration to Auditor\n\nMajority of votes cast\n\nNot voted\n\nNot voted\n\n**4**\n\nAdjournment of Annual Meeting\n\nMajority of votes cast\n\nNot voted\n\nNot voted\n\n** **\n\n****\n\n3\n\n** **\n\n**Recommendation of Board of Directors**\n\nUnless you instruct otherwise on your proxy card,\nthe persons named as proxy holders on the proxy card will vote in accordance with the recommendations of the Board. Specifically, the\nBoard’s recommendations are as follows:\n\n●**FOR **the election\nof the following five (5) director nominees, Braeden Lichti, Graydon Bensler, George Kovalyov, Juliana Daley, and Jeffrey Parry as Directors,\neach individual to serve our Company for the ensuing year or until his or her successor is elected;\n\n●**FOR **the adoption\nof the Amended Bylaws to provide for a staggered Board comprised of two classes of directors, designated Class I and Class II, with Class\nI Directors serving for three (3) year terms and Class II Directors serving for one (1) year terms;\n\n●**FOR **the ratification\nof the appointment of HTL as our independent registered public accounting firm for the fiscal year ending on December 31, 2026, and to\nallow the Board of Directors to set the remuneration for HTL; and\n\n●**FOR **the approval\nof the adjournment of the Annual Meeting, if necessary, to solicit additional votes if there are insufficient votes at the time of the\nAnnual Meeting to approve one or more of the proposals.\n\nThe proxy holders will vote as recommended by\nthe Board with respect to any other matter that properly comes before the Annual Meeting, including any postponements or adjournments\nthereof. If the Board on any such matter gives no recommendation, the proxy holders will vote in their own discretion.\n\n** **\n\n**Revocation of Proxies**\n\nAfter you have submitted your proxy, you may change\nyour vote at any time before the proxy is exercised by filing with the acting Secretary of PMGC either a notice of revocation or a duly\nexecuted proxy bearing a later date. The powers of the proxy holders will be suspended if you attend the Annual Meeting in person and\nrequest to recast your vote. Attendance at the Annual Meeting will not, by itself, revoke a previously granted proxy.\n\n** **\n\n**Householding**\n\nThe Securities & Exchange Commission (the\n“SEC”) has adopted rules that permit companies and intermediaries, such as brokers, to satisfy the delivery requirements for\nproxy statements with respect to two or more security holders sharing the same address by delivering a single copy of a notice and, if\napplicable, a proxy statement, to those security holders.\n\nA single copy of the Notice, this Proxy Statement\nand proxy card will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from these\nstockholders. Once you have received notice from your broker, or from us, that they will be “householding” communications\nto your address, “householding” will continue until you are notified otherwise or until you revoke your consent. If, at any\ntime, you no longer wish to participate in “householding” and would prefer to receive a separate Notice and Proxy Statement,\nplease notify your broker and also notify us by sending your written request to: PMGC Holdings Inc., 120 Newport Center Drive, Newport\nBeach, CA 92660, Attention: Corporate Secretary, or by calling (888) 445-4886.\n\nA stockholder who currently receives multiple\ncopies of the Notice or Proxy Statement at his, her or its address and would like to request “householding” should also contact\nits broker and notify us using the contact information above.\n\n** **\n\n**Voting Procedures and Tabulation of Votes**\n\nOur inspector of election, a representative from\nBroadridge, will tabulate votes cast by proxy, in person or otherwise at the Annual Meeting. We will also report the results in a Current\nReport on Form 8-K filed with the SEC within four (4) business days of the Annual Meeting.\n\n** **\n\n**Questions**\n\nIf you have any questions about the Annual Meeting,\nthe various proposals to be voted on at the Annual Meeting and/or how to participate in the Annual Meeting online at www.proxyvote.com* *and\nvote at that time and/or would like copies of any of the documents referred to in this Proxy Statement, contact Investor Relations at\n(888) 445-4886.\n\n4\n\n**PROPOSAL 1**\n\n** **\n\n**ELECTION OF FIVE NOMINEES TO THE BOARD OF DIRECTORS**\n\nAt the Annual Meeting, you will be asked to elect\nfive (5) directors to the Board. The following current directors have been nominated for re-election at the Annual Meeting: Braeden Lichti,\nGraydon Bensler, George Kovalyov, Juliana Daley, and Jeffrey Parry. Each of the nominees recommended by the Board has consented to serving\nas nominees for election to the Board, to being named in this Proxy Statement, and to serving as members of the Board if re-elected at\nthe Annual Meeting. As of the date of this Proxy Statement, the Company has no reason to believe that any of the Board’s nominees\nwill be unable or unwilling to serve if elected as a director. However, if for any reason any of the Board’s nominees become\nunable to serve or for good cause will not serve if elected, the Board, upon the recommendation of its Nominating and Corporate Governance\nCommittee, may designate substitute nominees, in which event the shares represented by proxies returned to us will be voted for such substitute\nnominee. If any substitute nominees are so designated, the Company will file an amended proxy statement that, as applicable, identifies\nthe substitute nominees, discloses that such nominees have consented to being named in the amended proxy statement and to serve as directors\nif elected, and includes certain biographical and other information about such nominees required by the applicable rules promulgated by\nthe SEC.\n\nIn reviewing and considering potential nominees\nfor the Board, the Nominating and Corporate Governance Committee evaluated multiple factors in assessing the nominees’ qualifications.\nThe Nominating and Corporate Governance Committee evaluated whether a candidate had extensive and relevant leadership experience, including\nan understanding of the complex challenges of enterprise leadership. The Nominating and Corporate Governance Committee also evaluated\nwhether an appropriate candidate has appropriate experience and education in some or all of the key areas stated in the subsection “*Consideration\nof Director Nominees*.”\n\nFor your review and consideration, a biography\nof each nominee for Director is contained in this Proxy Statement under the following section titled “*Board of Directors and\nCorporate Governance*.” Each director nominee set forth in this Proxy Statement and elected at the Annual Meeting will serve\nuntil the 2027 Annual Meeting of Stockholders and until such individual’s successor is duly elected and qualified.\n\n** **\n\n**BOARD OF DIRECTORS AND CORPORATE GOVERNANCE**\n\n** **\n\nThe Board is currently comprised of five (5) members,\nfour (4) non-employee, non-executive directors (Mr. Lichti, Mr. Parry, Ms. Daley, and Mr. Kovalyov) and Mr. Bensler,\nincluding one (1) non-employee director providing Chief Executive Officer services through GB Capital Ltd, a British Columbia, Canada\ncorporation wholly owned by Mr. Bensler. At each annual meeting of stockholders, each director is elected to serve until the next annual\nmeeting of stockholders and until such director’s successor is duly elected and qualified, or until his or her death, resignation\nor removal.\n\nThe Board has unanimously determined that Mr. Parry,\nMs. Daley, and Mr. Kovalyov are “independent” directors, as such term is defined in the rules (the “Stock Market\nRules”) of The Nasdaq Stock Market LLC (“Nasdaq”).\n\nThe definition of “independent director”\nincluded in the Stock Market Rules includes a series of objective tests, such as that the director is not an employee of the Company,\nhas not engaged in various types of specified business dealings with the Company, and does not have an affiliation with an organization\nthat has had specified business dealings with the Company. Consistent with the Company’s corporate governance principles, the Board’s\ndetermination of independence is made in accordance with the Stock Market Rules, as the Board has not adopted supplemental independence\nstandards. As required by the Stock Market Rules, the Board also has made a subjective determination with respect to each director that\nsuch director has no material relationship with the Company (either directly or as a partner, stockholder or officer of an organization\nthat has a relationship with the Company), even if the director otherwise satisfies the objective independence tests included in the definition\nof an “independent director” included in the Stock Market Rules.\n\n5\n\nTo facilitate this determination, annually each\ndirector completes a questionnaire that provides information about relationships that might affect the determination of independence.\nManagement provides the Nominating and Corporate Governance Committee of the Board (“Nominating Committee”) and the Board\nwith relevant facts and circumstances of any relationship bearing on the independence of a director or nominee that is outside the categories\npermitted under the director independence guidelines.\n\nThe following table sets forth the names, ages\nas of the date of this Proxy Statement for each current member of the Board. Full biographical information for each member is set forth\nbelow.\n\n**Name**\n\n**Age**\n\n**Position**\n\n*Executive Officers:*\n\nGraydon Bensler\n\n34\n\nNon-Employee Chief Executive Officer, Chief Financial Officer and Director\n\n*Non-Executive Directors:*\n\nBraeden Lichti\n\n41\n\nNon-Employee, Non-Executive Chairman of the Board\n\nJeffrey Parry(1)(2)(3)\n\n64\n\nIndependent Director and Chair of Nominating Committee\n\nGeorge Kovalyov(1)(2)(3)\n\n39\n\nIndependent Director and Chair of Compensation Committee\n\nJuliana Daley(1)(2)(3)\n\n36\n\nIndependent Director and Chair of the Audit Committee\n\n(1)Member of the Audit Committee.\n\n(2)Member of the Compensation\nCommittee.\n\n(3)Member of the Nominating Committee.\n\nEach of our Directors serves for a term of one\nyear ending on the date of the subsequent annual meeting of stockholders following the annual meeting at which such Director was elected.\nNotwithstanding the foregoing, each Director is to serve until his or her successor is elected and qualified or until his death, resignation\nor removal. Our Board appoints our officers, and each officer is to serve until his or her successor is appointed and qualified or until\nhis or her death, resignation or removal.\n\n**Graydon Bensler, CFA**, *Non-Employee Chief\nExecutive Officer, Chief Financial Officer and Director*\n\nMr. Bensler has served as our Chief Executive\nOfficer since June 2024 and Chief Financial Officer since inception and a director since June 9, 2020. Mr. Bensler is a financial professional\nand analyst with over eight years of experience in financial consulting and management for both private businesses and US/Canadian publicly\ntraded companies and is a CFA Charterholder (CFA). Mr. Bensler is the founder and sole owner of GB Capital Ltd, a privately held holding\ncompany he founded in 2019 and which company is engaged in capital markets advisory, financial consulting, and management. In 2017, Mr.\nBensler co-founded an education technology curriculum management and scheduling company that was implemented in academic schools in Canada\nand the United States. From 2017 to 2019, Mr. Bensler was an account manager at a leading Canadian investor relations firm where he represented\npublicly traded companies across a wide range of sectors and worked directly with investment banks, investment brokers and company executives\nand directors. During his tenure at this investor relations firm, Mr. Bensler created and conveyed messaging about his clients’\nstrategic position in the market and successfully guided several companies through multiple financings. From 2019 to 2021, Mr. Bensler\nwas a Senior Associate at Evans & Evans, a Canadian boutique investment banking firm where he led valuations and going public transactions\nfor Canadian and United States companies. In this capacity, Mr. Bensler gained strong knowledge of the capital markets, public company\ncompliance requirements, and regularly interfaced with regulators, auditors, board and executive management. We believe that Mr. Bensler’s\npast experience as our Chief Financial Officer, his familiarity with both the banking and the financial consulting sectors and his having\nserved as an account manager for similarly situated companies makes him a qualified Director for our Company.\n\nMr. Bensler received his Bachelor of Management\nand Organizational Studies degree from the University of Western Ontario, with specialization in Finance, and is a CFA Charterholder.\n\n**Braeden Lichti**, *Non-Employee, Non-Executive\nChairman of the Board*\n\n* *\n\nBraeden Lichti has served\nas Non-Executive Chairman of the Board from June 21, 2024 to the present. Mr. Lichti, together with his organization NorthStrive Companies\nInc, led the restructuring and repositioning of what was formerly Elevai Labs into PMGC, a diversified public holding company focused\non acquiring and scaling operating businesses.\n\nMr. Lichti has served\nas Chief Executive Officer of BWL Investments Ltd., a privately held investment and holding company, since its founding in 2016. He is\nalso the Founder and Chief Executive Officer of NorthStrive Companies, Inc., a U.S.-based investment and advisory firm, since 2021.\n\nFrom October 8, 2024\nto November 17, 2025, Mr. Lichti served as a member of the Board of Directors of Qualigen Therapeutics, Inc. (NASDAQ:QLGN). During his\ntenure, the Company completed a $41 million private investment in public equity (PIPE) financing led by Faraday Future Intelligent\nElectric Inc. (NASDAQ:FFAI), resulting in a change of control, board reconstitution, and a strategic transformation of the business toward\na new operating model.\n\n6\n\nMr. Lichti has also been\ninvolved with Hydromer, Inc. (OTC:HYDI), where Northstrive Companies Inc. was an advisor and significant shareholder. During this period,\nthe Company secured a strategic investment from jMedtech, a global medical device company, resulting in a change of control, board reconstitution,\nand the establishment of an expanded international platform within the medical device coatings industry.\n\nMr. Lichti has over a\ndecade of experience in public markets, mergers and acquisitions, capital formation, and corporate restructuring. He has been directly\ninvolved in multiple public company transactions, including initial public offerings, reverse mergers, recapitalizations, and strategic\ninvestments.\n\nMr. Lichti’s experience\nin driving corporate transformation, capital markets execution, and shareholder value creation, as well as past experience as a company\nfounder, Director and advisor, makes him a qualified Director of our Company.\n\n**Jeffrey Parry**, *Independent Director,\nChair of the Nominating Committee and member of the of Audit Committee and Compensation Committee*\n\n* *\n\nMr. Parry was appointed as an independent director\nin June 2023 and is a partner of Mystic Marine Advisors LLC, a Connecticut based advisory firm he founded in 1998 focused on emerging\nand turnaround situations for strategic and financial stakeholders. Jeffrey served as Executive Chairman of TBS Shipping Limited from\n2012 to 2018 where he led a successful restructuring and co-founded Valhalla Shipping, Inc with an $167 million equity investment by institutional\ninvestors. From July 2008 to October 2009, Mr. Parry was the Chief Executive Officer of Nasdaq-listed Aries Maritime Transport Limited\nand led a successful turn-around and sale to strategic investors. Mr. Parry was a Managing Director of Poten & Partners, an international\nenergy advisor, from 2001 to 2007 where in 2006 he co-founded Poten Capital Services LLC, a New York based broker-dealer. Earlier in his\ncareer, Mr. Parry founded Cool FM and 7X Television in Athens, Greece and served as President of One Fifth Avenue Apartment Corporation.\nSince 2010, Jeffrey has served as an independent director of Nasdaq listed Globus Maritime Ltd. where he sits on the audit committee.\nMr. Parry holds a BA from Brown University and MBA from Columbia University. His educational and professional experience in business,\nhis background and familiarity in investment banking, and his having served as a director of a company listed on Nasdaq makes him a qualified\nDirector candidate for our Company.\n\n**George Kovalyov**, *Independent Director,\nChair of the Compensation Committee and member of the of Audit Committee and Nominating Committee*\n\nMr. Kovalyov has acted as Chief Financial Officer\nand Treasurer of Marizyme, Inc. since December 2021. Since November 2022, Mr. Kovalyov has also been a director of DGTL Holdings Inc.\nPreviously he served as the chief operating officer and director of Health Logic Interactive Inc. (“HLII”) from September\n2020 to November 2021, and as HLII’s chief financial officer from December 2021 to September 2022. In addition, Mr. Kovalyov served\nas a director and audit committee member of Margaret Lake Diamonds Inc. from January 2021 to August 2022. From September 2018 to September\n2020, Mr. Kovalyov was VP of Finance and director of Phivida Holdings Inc., a brand of cannabidiol-infused foods, beverages and clinical\nproducts. From October 2016 to September 2020, Mr. Kovalyov was the principal owner of Schindler and Company, an accounting consulting\nfirm. Mr. Kovalyov is a chartered accountant and is a member of Chartered Professional Accountants of Canada. Mr. Kovalyov is qualified\nto serve on the Board due to his extensive accounting and finance experience.\n\n**Juliana Daley**, CPA *Independent Director,\nChair of the Audit Committee and member of the of Compensation Committee and Nominating Committee*\n\nMs. Daley was appointed as an independent director\nin June 2023 and holds over eleven years of accounting, controller, and financial reporting experience in the public sector. Ms. Daley\nhas worked a variety of industries in both the United States and Canada. Since July 2021, Ms. Daley has served as Manager of Accounting\nat Anavex Life Sciences Corp. (NASDAQ: AVXL), a clinical-stage biopharmaceutical company based in New York, NY that is focused on developing\ntreatments for debilitating neurodegenerative and neurodevelopmental diseases. In addition, from August 2021 to July 2022, she served\nas an independent director and audit committee chair to Vegano Foods (CSE: VAGN) during Vegano Food’s initial public offering in\nFebruary 2022. From October 2015 to July 2021, Ms. Daley was a Manager of Financial Reporting and Advisory Services to various public\ncompanies in the United States and Canada, through her position with the accounting firm, Treewalk (previously ACM Management, Inc.).\nAt Treewalk Ms. Daley assisted clients in meeting their quarterly and annual reporting requirements including the preparation of complete\nfinancial reporting packages and managing assurance engagements from start to finish. At Treewalk, she also served as chief financial\nofficer to Makena Resources Inc. (CSE: MKNA) (April 2018 - April 2019) and Naked Brand Group Inc. (NASDAQ: NAKD) (March 2018 - June 2018)\nuntil the completion of their prospective mergers in April 2019 and June 2018, respectively. From September 2011 to April 2015, Ms. Daley\nwas employed with Naked Brand Group Inc., where she worked in the accounting department, serving as controller from August 2013 until\nher departure in April 2015, and where she was also responsible for assisting in various operational functions including EDI implementation,\nERP implementation, inventory management, information technology and office administration. From July 2021 to present, Ms. Daley has acted\nas manager of accounting at Anavex Life Sciences where she assists to in the finalization of all internal reporting, budgeting, and operational\nmatters such as annual SOX audits, quarterly reviews, IT audits, and annual audits. Ms. Daley’s expertise in financial accounting\nfor public companies and her having served as a chief financial officer and controller on companies listed on United States public exchanges\nmakes her a qualified Director candidate for our company.\n\n7\n\n**Family Relationships**\n\nThere are no family relationships among our executive\nofficers and Directors.\n\n** **\n\n**Involvement in Certain Legal Proceedings**\n\nNone of our Directors or executive officers has\nbeen involved in any legal proceeding in the past ten (10) years that would require disclosure under Item 401(f) of Regulation S-K.\n\n** **\n\n**Board Leadership Structure and Risk Oversight**\n\nOur Board has responsibility for the oversight\nof our risk management processes and, either as a whole or through its committees, regularly discusses with management our major risk\nexposures, their potential impact on our business and the steps we take to manage them. The risk oversight process includes receiving\nregular reports from Board committees and members of senior management to enable our Board to understand our risk identification, risk\nmanagement and risk mitigation strategies with respect to areas of potential material risk, including operations, finance, legal, regulatory,\ncybersecurity, strategic and reputational risk.\n\n** **\n\n**Director Independence**\n\nOur Board is composed of a majority of “independent\ndirectors” as defined under the rules of Nasdaq. We use the definition of “independence” applied by Nasdaq to make this\ndetermination. Nasdaq Listing Rule 5605(a)(2) provides that an “independent director” is a person other than an officer\nor employee of the company or any other individual having a relationship which, in the opinion of the Board, would interfere with the\nexercise of independent judgment in carrying out the responsibilities of a director. The Stock Market Rules provide that a Director cannot\nbe considered independent if:\n\n●the Director is, or at any time during the past three (3) years was,\nan employee of the company;\n\n●the Director or a family member of the director accepted any compensation\nfrom the company in excess of $120,000 during any period of twelve (12) consecutive months within the three (3) years preceding the independence\ndetermination (subject to certain exemptions, including, among other things, compensation for board or board committee service);\n\n●the Director or a family member of the director is a partner in, controlling\nstockholder of, or an executive officer of an entity to which the company made, or from which the company received, payments in the current\nor any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenue for that year or $200,000, whichever\nis greater (subject to certain exemptions);\n\n●the Director or a family member of the director is employed as an executive\nofficer of an entity where, at any time during the past three (3) years, any of the executive officers of the company served on the Compensation\nCommittee of such other entity; or\n\n●the Director or a family member of the director is a current partner\nof the company’s outside auditor, or at any time during the past three (3) years was a partner or employee of the company’s\noutside auditor, and who worked on the company’s audit.\n\n8\n\nUnder such definitions, our Board has undertaken\na review of the independence of each Director. Based on information provided by each Director concerning his or her background, employment\nand affiliations, our Board has determined that Jeffrey Parry, George Kovalyov and Juliana Daley are independent Directors of the Company.\n\n** **\n\n**Board Meetings**\n\nThe Board held four (4) meetings during the fiscal\nyear ended December 31, 2025.\n\n** **\n\n**Board Committees**\n\nWe have established three committees of the Board:\nan Audit Committee, a Compensation Committee, and a Nominating Committee. We have adopted a charter for each of the three committees.\nCopies of our committee charters are posted on our website at https://pmgcholdings.com/investors/governance.\n\nEach committee’s members and functions are\ndescribed below.\n\n** **\n\n**Audit Committee**. Our Audit Committee consists of Jeffrey Parry, George Kovalyov, and\nJuliana Daley. Ms. Daley is the Chairman of our Audit Committee. We have determined that these directors satisfy the “independence”\nrequirements of Nasdaq Rule 5605 and Rule 10A-3 under the Securities Exchange Act of 1934, as amended. Our Board\nhas determined that Ms. Daley qualifies as an “audit committee financial expert,” as defined in applicable SEC rules and regulations,\nand has the accounting or financial management expertise as required under Item 407(d)(5)(ii) and (iii) of Regulation S-K. The\nAudit Committee will oversee our accounting and financial reporting processes and the audits of the financial statements of our company.\nThe Audit Committee is responsible for, among other things:\n\n●appointing the independent\nauditors and pre-approving all auditing and non-auditing services permitted to be performed by the independent auditors;\n\n●reviewing with the independent\nauditors any audit problems or difficulties and management’s response;\n\n●discussing the annual audited\nfinancial statements with management and the independent auditors;\n\n●reviewing the adequacy and\neffectiveness of our accounting and internal control policies and procedures and any steps taken to monitor and control major financial\nrisk exposures;\n\n●reviewing and approving all\nproposed related party transactions;\n\n●monitoring management’s\ncommunication and implementation of the Company’s anti-fraud policy;\n\n●reviewing the Company’s\ncybersecurity mitigation measures and practices periodically;\n\n●meeting separately and periodically\nwith management and the independent auditors; and\n\n●monitoring compliance with\nour code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance.\n\n9\n\n** **\n\n**Compensation Committee**. Our\nCompensation Committee consists of Jeffrey Parry, George Kovalyov, and Juliana Daley. Mr. Kovalyov is the Chairman of our\nCompensation Committee. The Compensation Committee assists the board in reviewing and approving the compensation structure,\nincluding all forms of compensation, relating to our directors and executive officers. Our Chief Executive Officer may not be\npresent at any committee meeting during which his compensation is deliberated. The Compensation Committee is responsible for, among\nother things:\n\n●reviewing and approving, or\nrecommending to the board for its approval, the compensation for our chief executive officer and other executive officers;\n\n●reviewing and recommending\nto the stockholders for determination with respect to the compensation of our directors;\n\n●reviewing periodically and\napproving any incentive compensation or equity plans, programs or similar arrangements; and\n\n●selecting compensation consultant,\nlegal counsel or other adviser only after taking into consideration all factors relevant to that person’s independence from management.\n\n** **\n\n**Nomination Committee**. Our Nomination Committee\nconsists of Jeffrey Parry, George Kovalyov and Juliana Daley. Mr. Parry is the Chairman of our Nomination Committee. The Nomination\nCommittee assists our Board in selecting individuals qualified to become our directors and in determining the composition of our and its\ncommittees. The Nomination Committee is responsible for, among other things:\n\n●selecting and recommending to the board nominees for election by the\nstockholders or appointment by the Board;\n\n●reviewing annually with the\nboard the current composition of our Board with regards to characteristics such as independence, knowledge, skills, experience and diversity;\n\n●making recommendations on the\nfrequency and structure of Board meetings and monitoring the functioning of the committees of our Board; and\n\n●advising our Board periodically\nwith regards to significant developments in the law and practice of corporate governance as well as our compliance with applicable laws\nand regulations, and making recommendations to our Board on all matters of corporate governance and on any remedial action to be taken.\n\nThe Chair and members of each committee of the\nBoard are summarized in the table below:\n\n**Name**\n\n**Audit\nCommittee**\n\n**Compensation\nCommittee**\n\n**Nominating and\nCorporate\nGovernance\nCommittee**\n\nJuliana Daley – (Independent)\n\nChair\n\nMember\n\nMember\n\nJeffrey Parry – (Independent)\n\nMember\n\nMember\n\nChair\n\nGeorge Kovalyov – (Independent)\n\nMember\n\nChair\n\nMember\n\n10\n\n** **\n\n**Consideration of Director Nominees**\n\nWe seek Directors with the highest standards of\nethics and integrity, sound business judgment, and the willingness to make a strong commitment to the Company and its success. The Nominating\nCommittee works with the Board on an annual basis to determine the appropriate and desirable mix of characteristics, skills, expertise,\nand experience for the full Board and each committee, taking into account both existing Directors and all nominees for election as Directors,\nas well as any diversity considerations and the membership criteria applied by the Nominating Committee. The Nominating Committee and\nthe Board, which do not have a formal diversity policy, consider diversity in a broad sense when evaluating board composition and nominations;\nand they seek to include Directors with a diversity of experience, professions, viewpoints, skills, and backgrounds that will enable them\nto make significant contributions to the Board and the Company, both as individuals and as part of a group of directors. The Board evaluates\neach individual in the context of the full Board, with the objective of recommending a group that can best contribute to the success of\nthe business and represent stockholder interests through the exercise of sound judgment. In determining whether to recommend a Director\nfor re-election, the Nominating Committee also considers the Director’s attendance at meetings and participation in and contributions\nto the activities of the Board and its committees.\n\nThe Nominating Committee will consider Director\ncandidates recommended by stockholders, and its process for considering such recommendations is no different than its process for screening\nand evaluating candidates suggested by Directors, management of the Company, or third parties.\n\nWhen considering Director candidates, the Nominating\nCommittee will evaluate multiple factors in assessing their qualifications. A candidate must have extensive and relevant leadership experience,\nincluding an understanding of the complex challenges of enterprise leadership. An appropriate candidate will have gained appropriate experience\nand education in some or all of the key areas below.\n\n●Relevant Sector Experience.\nDirector candidates will have gained their leadership experience in sectors directly relevant to the Company’s business and/or\nserved as an executive officer, or other major operating or staff officer of a public corporation, with a background in accounting, finance\nand/or business operations.\n\n●Corporate Governance Experience.\nDirector candidates should have sufficient applicable experience to understand fully the legal and other responsibilities of an independent\ndirector of a U.S.-based public company.\n\n●Education. Generally,\nit is desirable, but not mandatory, that a Board candidate should hold an undergraduate degree from a respected college or university\nand in relevant fields of study.\n\nWhen further considering Director candidates,\npersonal attributes and characteristics will be considered. Specifically, these should include the following:\n\n●Personal. Director candidates\nshould be of the highest moral and ethical character. Candidates must exhibit independence, objectivity and be capable of serving as\nrepresentatives of the stockholders. The candidates should have demonstrated a personal commitment to areas aligned with the Company’s\npublic interest commitments, such as education, the environment and welfare of the communities in which we operate.\n\n●Individual Characteristics.\nDirector candidates should have the personal qualities to be able to make a substantial active contribution to Board deliberations. These\nqualities include intelligence, self-assuredness, a high ethical standard, inter-personal skills, independence, courage, a willingness\nto ask the difficult question, communication skills and commitment. In considering candidates for election to the Board, the Board should\nconstantly be striving to achieve the diversity of the communities in which the Company operates.\n\n●Availability. Director\ncandidates must be willing to commit, as well as have, sufficient time available to discharge the duties of Board membership. Generally,\ntherefore, the candidate should not have more than three other corporate board memberships.\n\n●Compatibility. The Board\ncandidate should be able to develop a good working relationship with other Board members and contribute to the Board’s working\nrelationship with the senior management of the Company.\n\n** **\n\n**Board Diversity**\n\nEach year, our Nominating Committee will\nreview, with the Board, the appropriate characteristics, skills and experience required for the Board as a whole and its individual\nmembers. In evaluating the suitability of individual candidates, our Nominating Committee will consider factors, including, without\nlimitation, an individual’s character, integrity, judgment, potential conflicts of interest, other commitments and diversity.\nWhile we do not have any formal policy regarding board diversity for our Board as a whole or for each individual member of the\nBoard, the Nominating Committee does consider such factors as gender, race, ethnicity, experience and area of expertise, as well as\nother individual attributes that contribute to the total diversity of viewpoints and experience represented on the Board.\n\n11\n\n** **\n\n**Information Regarding Stockholder Communication\nwith the Board of Directors; Attendance of Board Members at the Annual Meeting**\n\nStockholders may contact an individual Director,\nthe Board as a group, or a specified Board committee or group, at the following address: Corporate Secretary, PMGC Holdings Inc., 120\nNewport Center Drive, Newport Beach, CA 92660, Attn: Board of Directors. Our acting Secretary will process communications before\nforwarding them to the addressee. Directors generally will not be forwarded stockholder communications that are primarily commercial in\nnature, relate to improper or irrelevant topics, or request general information about the Company.\n\nWe do not require Board members to attend any\nAnnual Meeting of the Stockholders.\n\n** **\n\n**Statement on Corporate Governance**\n\nWe regularly monitor developments in the area\nof corporate governance by reviewing federal laws affecting corporate governance, as well as rules adopted by the SEC and Nasdaq. In response\nto those developments, we review our processes and procedures and implement corporate governance practices which we believe are in the\nbest interests of the Company and its stockholders.\n\nThe Board has adopted a written code of business\nconduct and ethics (“Code of Ethics”) applicable to each employee, including our Chief Executive Officer and Chief Financial\nOfficer. The Code of Ethics also applies to our agents and representatives, sales representatives and consultants. The Code of Ethics\nis posted on our website at *www.pmgcholdings.com/investors/governance*. If we make certain amendments to or waivers of our Code\nof Ethics, we intend to satisfy the SEC disclosure requirements by promptly posting the amendment or waiver on our website.\n\n** **\n\n**Hedging Policy**\n\nThe Company’s insider trading policy prohibits\nthe Company’s Directors and executive officers, as well as any other employee of the Company who possesses material, non-public information\nabout the Company, from engaging in hedging transactions. The policy does not specifically define hedging transactions, but they are intended\nto include the purchase of financial instruments (including prepaid variable forward contracts, equity swaps, collars and exchange funds),\nor other transactions that are intended to hedge or offset any decrease in the market value of Company securities held by the individual.\n\n**Policies and Procedures for Approval of Related\nParty Transactions**\n\n** **\n\nWe may encounter business arrangements or transactions\nwith businesses and other organizations in which one of our directors or executive officers, significant stockholders or their immediate\nfamilies is a participant and the amount exceeds $120,000. We refer to these transactions as related party transactions. Related party\ntransactions have the potential to create actual or perceived conflicts of interest between PMGC and its Directors, officers and significant\nstockholders or their immediate family members. Our Audit Committee is charged with the responsibility to review, approve and oversee\nrelated party transactions.\n\n** **\n\n**DELINQUENT SECTION 16(A) REPORTS**\n\nSection 16(a) of the Exchange Act requires\nthe Company’s Directors, executive officers and persons who beneficially own more than 10% of a class of the Company’s registered\nequity securities to file with the SEC and deliver to the Company initial reports of ownership, and reports of changes in ownership, of\nsuch securities. Based solely on our review of Section 16(a) reports, and written representations that our Directors and executive\nofficers have furnished to us, we believe that all reporting persons complied with all Section 16(a) filing requirements during our\nfiscal year 2025.\n\n12\n\n**AUDIT COMMITTEE REPORT**\n\n*The Audit Committee*: The members of\nthe Audit Committee (for purposes of this report, the “Committee”) are Ms. Juliana Daley, who serves as Chairman, and Messrs.\nJeffrey Parry and George Kovalyov. The Board has determined that all of the members of the Committee are independent within the meaning\nof applicable SEC regulations and the listing standards of the Nasdaq and that Ms. Daley, the Chair of the Committee, is qualified as\nan audit committee financial expert within the meaning of SEC regulations. The Board has also determined that Ms. Daley has accounting\nand related financial management expertise within the meaning of the listing standards of the Nasdaq and that each member of the Committee\nis financially literate within the meaning of the Nasdaq listing standards.\n\n*Audit Committee Charter*: The Committee\noperates under a written charter adopted by the Board. The charter is reviewed by management at least annually, and any recommended changes\nare presented to the Committee for review and approval. The charter is available on our website at: https://pmgcholdings.com/investors/governance.\n\n*Audit Committee Responsibilities*:* *The\nCommittee assists the Board in fulfilling its responsibilities for general oversight of the integrity of the Company’s financial\nstatements, the adequacy of the Company’s system of internal controls and procedures and disclosure controls and procedures, the\nCompany’s risk management, the Company’s compliance with legal and regulatory requirements, the independent auditors’\nqualifications and independence and the performance of the Company’s internal audit function and independent auditors. The Committee\nhas the authority to obtain advice and assistance from outside legal, accounting or other advisors as the Committee deems necessary to\ncarry out its duties and receive appropriate funding, as determined by the Committee, from the Company for such advice and assistance.\n\nThe Committee has sole authority over the selection\nof the Company’s independent auditors and manages the Company’s relationship with its independent auditors (who report directly\nto the Committee). Each year, the Committee evaluates the performance, qualifications and independence of the independent auditors. The\nCommittee is also involved in the selection of the lead audit partner. In evaluating the Company’s independent auditors, the Committee\nconsiders the quality of the services provided, as well as the independent auditors’ and lead partner’s capabilities and technical\nexpertise and knowledge of the Company’s operations and industry.\n\nThe Committee met two (2) times during the\nfiscal year ended December 31, 2025. The Committee schedules its meetings with a view to ensuring that it devotes appropriate attention\nto all of its tasks. The Committee’s meetings generally include private sessions with the Company’s independent auditors and\nwith the Company’s internal auditors, in each case without the presence of the Company’s management, as well as executive\nsessions consisting of only Committee members. In addition to the scheduled meetings, senior management confers with the Committee or\nits Chair from time to time, as senior management deems advisable or appropriate, in connection with issues or concerns that arise throughout\nthe year.\n\nManagement is responsible for the Company’s\nfinancial reporting process, including its system of internal control over financial reporting, and for the preparation of consolidated\nfinancial statements in accordance with accounting principles generally accepted in the United States. The Company’s independent\nauditors are responsible for auditing those financial statements in accordance with professional standards and expressing an opinion as\nto their material conformity with U.S. generally accepted accounting principles and for auditing the effectiveness of the Company’s\ninternal control over financial reporting. The Committee’s responsibility is to monitor and review the Company’s financial\nreporting process and discuss management’s report on the Company’s internal control over financial reporting. It is not the\nCommittee’s duty or responsibility to conduct audits or accounting reviews or procedures. The Committee has relied, without independent\nverification, on management’s representations that the financial statements have been prepared with integrity and objectivity and\nin conformity with accounting principles generally accepted in the U.S. and that the Company’s internal control over financial reporting\nis effective. The Committee has also relied, without independent verification, on the opinion of the independent auditors included in\ntheir report regarding the Company’s financial statements and effectiveness of internal control over financial reporting.\n\n13\n\n*Oversight Matters*: As part of its\noversight of the Company’s financial statements, the Committee reviews and discusses with both management and the\nCompany’s independent auditors all annual and quarterly financial statements prior to their issuance. With respect to each\n2025 fiscal reporting period, management advised the Committee that each set of financial statements reviewed had been prepared in\naccordance with accounting principles generally accepted in the U.S., and reviewed significant accounting and disclosure issues with\nthe Committee. These reviews included discussions with the independent auditors of matters required to be discussed pursuant to\nPublic Company Accounting Oversight Board (“PCAOB”) Auditing Standard No. 1301 (Communication with Audit Committees),\nincluding the quality (not merely the acceptability) of the Company’s accounting principles, the reasonableness of significant\njudgments, the clarity of disclosures in the financial statements and disclosures related to critical accounting practices. The\nCommittee has also discussed with HTL matters relating to their respective independence, including a review of audit and non-audit\nfees and the written disclosures and letter received from HTL required by applicable requirements of the PCAOB regarding their\nrespective communications with the Committee concerning independence. The Committee also considered whether non-audit services\nprovided by the independent auditors are compatible with the independent auditors’ independence. The Committee also received\nregular updates, and written summaries as required by the PCAOB rules (for tax and other services), on the amount of fees and scope\nof audit, audit-related, tax and other services provided.\n\nIn addition, the Committee reviewed key initiatives\nand programs aimed at strengthening the effectiveness of the Company’s internal and disclosure control structure. As part of this\nprocess, the Committee continued to monitor the scope and adequacy of the Company’s internal auditing program, reviewing staffing\nlevels and steps taken to implement recommended improvements in internal procedures and controls. The Committee also reviews and discusses\nlegal and compliance matters with management, and, as necessary or advisable, the Company’s independent auditors.\n\n*Audit Committee Recommendation*: Based\non the Committee’s discussions with management and the independent auditors and the Committee’s review of the representations\nof management and the report of the independent auditors to the Board and shareholders, and subject to the limitations on the Committee’s\nrole and responsibilities referred to above and in the Committee Charter, the Committee recommended to the Board that it include the\naudited consolidated financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025\nfor filing with the SEC.\n\n**This report has been furnished by the members\nof the Audit Committee:**\n\nJuliana Daley, Chair\n\nJeffrey Parry\n\nGeorge Kovalyov\n\n14\n\n**PROPOSAL 2**\n\n**AMENDMENT TO BYLAWS FOR STAGGERED BOARD**\n\n**Introduction**\n\nThe Board has approved an amendment\nto our Bylaws to allow for Board members serving for staggered terms. A form of the Certificate of Amendment to the Bylaws is attached\nas Appendix B to this Proxy Statement.\n\nIf approved by our stockholders,\nthis proposal would provide for the Amended Bylaws to permit a Board comprised of two classes of directors, designated Class I and\nClass II, with Class I Directors serving for three (3) year terms and Class II Directors serving for one (1) year\nterms. A director shall hold office until the annual meeting for the year in which his or her term expires and until his or her successor\nshall be elected and shall qualify, subject, however, to prior death, resignation, retirement, disqualification or removal from office.\nAt each annual meeting, new directors with vacancies created by directors with expiring terms will be selected from director nominees\nrecommended by the Board and/or stockholders. If approved by our stockholders, the first year in which the Board’s staggered terms\nwill be in effect is 2027.\n\nThe Amended Bylaws, if approved\nby our stockholders, would become effective upon the occurrence of both of the following events: (i) after stockholder approval of\nthe Amended Bylaws; and (ii) an authorized executive officer’s execution of the Amended Bylaws. No filing with the Secretary\nof State of the State of Nevada is necessary to effectuate the Amended Bylaws. In addition, the Board reserves the right, notwithstanding\nstockholder approval and without further action by the stockholders, to abandon the amendment to the Bylaws if the Board, in its sole\ndiscretion, determines that it is no longer in our best interest and the best interests of our stockholders to proceed.\n\n**Reasons for Staggered Terms**\n\nThe Company’s primary reasons for approving\nand recommending the Amended Bylaws is to promote continuity across different Director election cycles for senior directors and reduce\nthe likelihood of a hostile takeover of the Company. We hope to solidify the commitment of experienced Directors for a longer period of\ntime through a staggered Board comprised of Class I Directors serving for three (3) year terms, compared to Class II Directors\nwho serve for shorter one (1) year terms. In 2024, the Company underwent a strategic reorganization, which included re-domiciling to\nNevada, rebranding from “Elevai Labs” to “PMGC Holdings,” creating a new subsidiary, PMGC Capital LLC as an investment\nvehicle; and completing the disposition of its former subsidiary, Elevai Skincare. This reorganization reflected the Company’s shift\nto a diversified holding company model and expanded vision and commitment to building a portfolio of growth-focused companies. From\n2025 to the date of this Proxy Statement, the Company grew financially, driven primarily by acquisitions of operating businesses in sectors\ncharacterized by durable demand, technical specialization, and supply chain importance: Pacific Sun Packaging Inc., a California corporation\n(“Pacific Sun”), AGA Precision Systems LLC, a California limited liability company (“AGA”), Indarg Engineering,\nInc. a California corporation (the Indarg acquisition through AGA), and SVM Machining, Inc., a California corporation. Senior management\nmembers were vital to growth in these years, and the Company hopes to allow for continued service by senior Directors through a staggered\nBoard as the Company continues executing its business model.\n\nAdditionally, staggered Board structures typically\nhave the effect of deterring hostile takeovers because hostile bidders may not gain control of the full Board due to different Director\nterms. We believe continuity of management will be beneficial to the implementation of our growth strategy as a rebranded company and\ndetracting hostile bidders comports with this strategy.\n\n**Required Vote of Stockholders**\n\nPursuant to the Company’s Bylaws, approval\nof Proposal 2 requires the affirmative vote of a majority of the voting power of all of the outstanding shares of the capital stock\nof the Company entitled to vote generally in the election of Directors, voting together as a single class. Abstentions will have the same\neffect as a vote against this proposal since this proposal requires approval by a majority of the outstanding shares, instead of a majority\nof votes cast, abstentions will impact the outcome of the vote. Votes that are withheld will not be included in the vote tally for this\nProposal 2. This is a non-routine proposal, which means brokers and other nominees do not have discretionary authority to vote on\nbehalf of beneficial owners who have not provided voting instructions. As a result, broker non-votes are not expected for this proposal.\nIf any broker non-votes occur, they will have the same effect as votes against the proposal.\n\n**Voting Recommendation**\n\n**THE BOARD OF DIRECTORS RECOMMENDS\nA VOTE “FOR” PROPOSAL NO. 2, AMENDMENT TO BYLAWS FOR STAGGERED BOARD, AND PROXIES SOLICITED BY THE BOARD WILL BE VOTED\nIN FAVOR THEREOF UNLESS A STOCKHOLDER HAS INDICATED OTHERWISE ON THE PROXY.**\n\n15\n\n**PROPOSAL 3**\n\n** **\n\n**RATIFICATION OF THE APPOINTMENT OF INDEPENDENT\nREGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2026, AND TO ALLOW THE BOARD OF DIRECTORS TO SET THE REMUNERATION\nFOR HTL**\n\n** **\n\nThe Audit Committee of the Board has engaged HTL\nas our independent auditor to audit our financial statements for the year ending December 31, 2026. HTL’s PCAOB firm ID is 7000.\nA representative of HTL may be present at the Annual Meeting and a representative of HTL will have an opportunity to make a statement\nif he or she so desires or answer any shareholder questions.\n\nAlthough it is not required to do so, our Board\nis submitting the Audit Committee’s appointment of our independent registered public accounting firm for ratification by our stockholders\nat the Annual Meeting in order to ascertain the view of the stockholders regarding such appointment.\n\nIn the event stockholders fail to ratify the appointment,\nour Audit Committee will reconsider whether to retain our independent registered public accounting firm at its next scheduled meeting.\nEven if the appointment is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent registered\npublic accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company.\n\n**Required Vote**\n\n** **\n\nRatification of the appointment of HTL as the\nindependent auditor of the Company for the fiscal year ending December 31, 2026 requires the affirmative vote of the majority of the voting\npower present in person or represented by proxy at the Annual Meeting and entitled to vote pursuant to Section 422 of the Internal Revenue\nCode of 1986, as amended (the “Code”) and the rules of Nasdaq. Abstentions and broker non-votes will not be counted in evaluating\nthe results of the vote.\n\n** **\n\n**Voting Recommendation**\n\n** **\n\n**THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”\nTHIS PROPOSAL NO. 3, RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER\n31, 2026, AND TO ALLOW THE BOARD OF DIRECTORS TO SET THE REMUNERATION FOR HTL.**\n\n** **\n\n**CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT**\n\nThere were no changes to the Company’s certifying\naccount in the fiscal year ended December 31, 2025. The Company’s auditor for such fiscal year was HTL LLC.\n\n16\n\n**PROPOSAL 4**\n\n** **\n\n**APPROVAL OF THE ADJOURNMENT OF THE ANNUAL MEETING,\nIF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IN THE EVENT THERE ARE NOT SUFFICIENT VOTES IN FAVOR OF PROPOSALS 1 AND 2 AT THE TIME OF THE\nANNUAL MEETING**\n\nProposal 4 is to consider and vote upon the proposal\nto approve adjourning the Annual Meeting, if necessary or appropriate in the discretion of the Board, to solicit additional proxies in\nthe event that there are not sufficient votes at the time of the Annual Meeting to approve any applicable proposals.\n\n** **\n\n**General**\n\nThe Annual Meeting may be adjourned to another\ntime or place, if necessary or appropriate in the discretion of the Board, to permit further solicitation of proxies to obtain additional\nvotes in favor of any applicable proposals (the “Adjournment”).\n\nIf, at the Annual Meeting, the number of shares\nof voting capital stock present or represented and voting in favor of any of the applicable proposals is insufficient to approve such\nproposal, the Company intends to move for the Adjournment in order to enable our Board to solicit additional proxies for approval of such\nproposal. We are asking our stockholders to approve this Proposal 4 for the Adjournment if necessary or appropriate in the discretion\nof the Board.\n\n** **\n\n**Vote Required**\n\nThe affirmative vote of a majority of the votes\ncast is required for approval of the Adjournment. This proposal is considered a non-routine matter. For the purpose of the vote on this\nproposal, abstentions, broker non-votes, and other shares not voted will not be counted as votes cast and will have no effect on the result\nof the vote, although they will be considered present for the purpose of determining the presence of a quorum.\n\n** **\n\n**Voting Recommendation**\n\n** **\n\n**THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”\nPROPOSAL NO. 4, ADJOURNMENT OF THE ANNUAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IN THE EVENT THERE ARE NOT SUFFICIENT\nVOTES IN FAVOR OF ANY APPLICABLE PROPOSALS AT THE TIME OF THE ANNUAL MEETING.**\n\n** **\n\n17\n\n** **\n\n**MANAGEMENT**\n\nSet forth below are the Company’s named\nexecutive officers as of the date of this Proxy Statement:\n\n**Name**\n\n**Age**\n\n**Director/Officer Since**\n\n**Position or Office**\n\nGraydon Bensler\n\n34\n\n2020/2020\n\n(Chief Financial Officer); 2024\n\n(Chief Executive Officer)\n\nNon-Employee Chief Executive Officer,\n\nChief Financial Officer, and Director\n\n** **\n\n**Graydon Bensler (Non-Employee Chief\nExecutive Officer, Chief Financial Officer, and Director)**\n\nFor biographical information on Mr. Bensler,\nplease see the section titled “*Board of Directors and Corporate Governance*.”\n\n**EXECUTIVE COMPENSATION**\n\n** **\n\n**Compensation Discussion and Analysis**\n\n** **\n\n**Executive Compensation Objectives**\n\nThe objective of our compensation program is to\nprovide a total compensation package to each named executive officer (“NEO”) that will enable us to attract, motivate and\nretain outstanding individuals, align the interests of our executive team with those of our equity holders, encourage individual and collective\ncontributions to the successful execution of our short- and long-term business strategies and reward NEOs for performance.\n\n** **\n\n**Elements of Executive Compensation**\n\nOur compensation for NEOs generally consists of\na consultant fee and equity.\n\n** **\n\n**Equity Incentive Awards**\n\n** **\n\n**Policies and Practices for Granting Certain\nEquity Awards**\n\nOur policies and practices regarding the granting\nof equity awards are carefully designed to ensure compliance with applicable securities laws and to maintain the integrity of our executive\ncompensation program. The Compensation Committee is responsible for the timing and terms of equity awards to executives and other eligible\nemployees.\n\nThe timing of equity award grants is determined\nwith consideration to a variety of factors, including but not limited to, the achievement of pre-established performance targets, market\nconditions and internal milestones. The Company does not follow a predetermined schedule for the granting of equity awards; instead, each\ngrant is considered on a case-by-case basis to align with the Company’s strategic objectives and to ensure the competitiveness of\nour compensation packages.\n\nIn determining the timing and terms of an equity\naward, the Board or the Compensation Committee may consider material nonpublic information to ensure that such grants are made in compliance\nwith applicable laws and regulations. The Board’s or the Compensation Committee’s procedures to prevent the improper use of\nmaterial nonpublic information in connection with the granting of equity awards include oversight by legal counsel and, where appropriate,\ndelaying the grant of equity awards until the public disclosure of such material nonpublic information.\n\nThe Company is committed to maintaining transparency\nin its executive compensation practices and to making equity awards in a manner that is not influenced by the timing of the disclosure\nof material nonpublic information for the purpose of affecting the value of executive compensation. The Company regularly reviews its\npolicies and practices related to equity awards to ensure they meet the evolving standards of corporate governance and continue to serve\nthe best interests of the Company and its stockholders.\n\n18\n\n** **\n\n**Equity Compensation Plan Information**\n\nThe table below sets forth information concerning\nsecurities granted under equity compensation plans approved and not approved by security holders of the Company and the weighted average\nexercise price for such securities as of December 31, 2025.\n\n**Plan Category**\n\n**Number of\nsecurities\nto be\nissued upon\nexercise of\noutstanding\noptions,\nwarrants\nand rights**\n\n**Weighted-\naverage\nexercise\nprice of\noutstanding\noptions,\nwarrants\nand rights**\n\n**Number of\nsecurities\nremaining\navailable for\nfuture issuance\nunder equity\ncompensation\nplans\n(excluding\nsecurities\nreflected in\ncolumn (a))**\n\n**(a)**\n\n**(b)**\n\n**(c)**\n\n**Equity compensation plans approved by security holders**\n\n**6**\n\n**$265,384**\n\n**7,746**\n\nEquity compensation plans not approved by security holders\n\n-\n\n$\n-\n\n-\n\nTotal\n\n6\n\n$\n265,384\n\n7,746\n\n**Limitation on Deduction of Compensation\nPaid to Certain Executive Officers**\n\nSection 162(m) of the Internal Revenue\nCode, or Section 162(m) limits the Company deduction for federal income tax purposes to no more than $1 million of compensation\npaid to each NEO in a taxable year.\n\n** **\n\n**Compensation of Chief Executive Officer**\n\nEffective March 17, 2026, Mr. Bensler is\nentitled to an annual consultant fee of $300,000, which fee the Company will pay to GB Capital Ltd, a corporation wholly owned by Mr.\nBensler, and certain sign-on and performance-based bonuses and milestone-based awards pursuant to the Second Amended GB Capital Consulting\nAgreement, as amended. See “*Compensation Agreements—Graydon Bensler*” below for more detail on the terms of the\nSecond Amended GB Capital Consulting Agreement, as amended, and Mr. Bensler’s compensation for his services as Chief Executive\nOfficer.\n\n19\n\n** **\n\n**SUMMARY COMPENSATION TABLE**\n\nThe following table shows information concerning\ncompensation of our named executive officers during the years ended December 31, 2025 and 2024:\n\n** **\n\n**Summary Compensation Table**\n\nName and Principal Position\nYear\nSalary\n($)\nBonus\n($)\nOption\nAwards\n($)\nTotal\n($)\n\nGraydon Bensler\n2025\n$262,000\n$435,800\n—\n$697,800\n\nNon-Employee, Non-Executive Chief Executive Officer, Chief Financial Officer and Director\n2024\n$196,333\n$195,000\n$—\n$391,333\n\nJordan R. Plews(2)\n\nFormer Director, Chief Executive Officer, and President\n2024\n$228,333\n$25,000\n—\n$253,333\n\nBrenda Buechler(3)\n\nFormer Chief Marketing Officer\n2024\n$98,509\n$20,000\n—\n$118,509\n\nChristoph Kraneiss(4)\n\nFormer Commercial Officer\n2024\n$92,179\n$20,000\n—\n$112,179\n\n(1)Such compensation was paid\nto GB Capital Ltd, an entity wholly owned by Graydon Bensler.\n\n(2)On December 23, 2024,\nJordan Plews resigned as Director of the Company.\n\n(3)On June 20, 2024, we notified\nBrenda Buechler that she was involuntarily terminated without “cause” or laid off from employment as part of a wider job\nelimination/restructuring or reduction in force of the Company in order to streamline the Company’s operations and organizational\nstructure.\n\n(4)On June 20, 2024, we notified\nChristoph Kraneiss that he was involuntarily terminated without “cause” or laid off from employment as part of a wider job\nelimination/restructuring or reduction in force of the Company in order to streamline the Company’s operations and organizational\nstructure.\n\n20\n\n**COMPENSATION AGREEMENTS**\n\n** **\n\n**Graydon Bensler**\n\nMr. Bensler serves as Chief Executive Officer\nand Chief Financial Officer of the Company, which positions he accepted the Board’s appointment for as of the close of business\non June 21, 2024. On October 25, 2024, the Company entered into the Second Amended and Restated Consulting Agreement for Non-Employee\nChief Executive Officer (the “Second Amended GB Capital Consulting Agreement”) with GB Capital Ltd, a British Colombia, Canada\ncorporation (“GB Capital”) wholly owned by Mr. Bensler. The Second Amended GB Capital Consulting Agreement amended and\nrestated the terms of that certain Amended and Restated Consulting Agreement between the Company and GB Capital for Non-Employee Chief\nExecutive Officer dated June 1, 2020 (the “Original GB Capital Consulting Agreement”). The Original GB Capital Consulting\nAgreement was amended and restated again on June 21, 2024 pursuant to that certain Amended and Restated Consulting Agreement for\nNon-Employee Chief Executive Officer between the Company and GB Capital. Under the Second Amended GB Capital Consulting Agreement, GB\nCapital agreed to designate Mr. Graydon Bensler, Director of GB Capital, to perform the Services (as defined in the Second Amended\nGB Capital Consulting Agreement).\n\nPursuant to the terms of the Second Amended\nGB Capital Consulting Agreement, as consideration for Mr. Bensler’s services as non-employee Chief Executive Officer of\nthe Company, the Company would pay GB Capital a consultant fee of $250,000 per annum and certain bonuses. Upon execution of the\nSecond Amended GB Capital Consulting Agreement, the Company would make the following payments to GB Capital (such payments, the\nBensler Sign-on Bonuses”): (i) a one-time bonus of $175,000, with (A) $100,000 of such bonus to be paid to GB\nCapital in cash and (B) $75,000 of such bonus to be remitted to GB Capital in Series B Preferred Stock, with the cash\nequivalent of such shares of Series B Preferred Stock to be determined by mutual agreement of the Company and GB Capital, and\nprovided such issuance of Series B Preferred Stock was approved by the Company’s stockholders. In the Board’s sole\ndiscretion, it may also award GB Capital a bonus at the end of the applicable fiscal year in the amounts it determines in its sole\ndiscretion (each of such bonuses, the “GB Capital Annual Bonus”), provided that GB Capital meets the Board’s\nperformance objectives for GB Capital and GB Capital is engaged by the Company for such fiscal year in full. The target of the\nAnnual Bonus is 125% or greater of the Bensler Annual Consultant Fee. For the avoidance of doubt, the first fiscal year for which\nthe Company will consider whether GB Capital qualifies for the GB Capital Annual Bonus is the fiscal year in which the Effective\nDate falls. Pursuant to the Second Amended GB Capital Consulting Agreement, the Company shall also pay GB Capital in the first\nfiscal quarter of 2026 a bonus in the amount of $60,000 if the Company has a positive adjusted Earnings Before Interest, Taxes,\nDepreciation, and Amortization (“EBITDA”) in 2025. Subject to the terms of the Second Amended GB Capital Consulting\nAgreement, GB Capital is also entitled to each of the following bonus payments (collectively, the “GB Capital Milestone\nBonuses”). Such GB Capital Milestone Bonuses are payable upon the occurrence of the following events, at which time the\nCompany shall remit the applicable Milestone Bonuses to GB Capital as follows:\n\n21\n\n(i)the Company shall pay GB Capital\n$50,000 for each Company acquisition consummated, provided the target company of such acquisition has $2,000,000 in annual revenue or\nmore upon consummation of such acquisition;\n\n(ii)the Company shall pay GB Capital\n$50,000 upon any closing of an equity or equity-linked financing of the Company which results in net proceeds being raised in such financing\nof $3,000,000 in a fiscal quarter (the closing which qualifies GB Capital for such payment, the “GB Triggering Equity Financing,”\nand such payment, the “GB Equity Financing Bonus”). For the avoidance of doubt, GB Capital is entitled only to a one-time\npayment of the GB Equity Financing Bonus $50,000 per fiscal quarter and the Company will not make further payments as an Equity Financing\nBonus in spite of the occurrence of any of the following events: (A) the closing of any equity or equity-linked financings subsequent\nto the GB Triggering Equity Financing in such fiscal quarter which result in proceeds of $3,000,000 to the Company; (B) any closings\nfor the same equity financing round subsequent to the GB Triggering Equity Financing in such fiscal quarter which result in additional\nproceeds of $3,000,000 or more to the Company);\n\n(iii)if\nand when the Company achieves each of the targeted EBITDA amounts in one fiscal quarter, as set forth in this Section 1(e)(iii) (each\nof such amounts, “EBITDA Milestone”), the Company shall pay GB Capital a fee equal to 25% of the applicable EBITDA Milestone\n(such fee, the “EBITDA Milestone Bonus”: (A) $50,000; (B) $150,000; (C) $250,000; (D) $350,000. For the\navoidance of doubt, GB Capital may only receive a one-time payment of the EBITDA Milestone Bonus in each fiscal quarter, upon the Company’s\nachievement of the applicable EBITDA Milestone, and the Company will not make further payments to GB Capital as the EBITDA Milestone\nBonus even upon achievement of an EBITDA Milestone in the same fiscal quarter which value exceeds the value of the first EBITDA Milestone\nGB Capital has achieved in such fiscal quarter; and\n\n(iv) the Company shall\npay GB Capital $300,000 each time the Company achieves a Market Valuation (as defined in the Second Amended GB Capital Consulting Agreement)\nof $50,000,000 and $100,000,000, provided that each of such Market Valuations continues for each at least 5 consecutive Trading Days\n(as defined in the Second Amended GB Capital Consulting Agreement).\n\nAdditionally, GB Capital may elect to accrue the\nGB Capital Milestone Bonuses and convert the cash amount of the Bensler Milestone Bonus into shares of the Company’s Common Stock\nor preferred stock. In such event, the conversion ratio of the Bensler Milestone Bonus shall be determined by mutual agreement between\nthe Company and GB Capital.\n\nOn October 25, 2024, the Company entered\ninto the Amendment to the Second Amended GB Capital Consulting Agreement which stipulated that the Company’s issuances of Series B\nPreferred Stock to GB Capital as the Bensler Sign-on Bonuses, were subject to stockholder approval.\n\nOn April 3, 2025, the Company entered into Amendment\nNo. 2 to the Second Amended GB Capital Consulting Agreement, which amended and restated paragraph 1e of Exhibit B of the Second Amended\nGB Capital Consulting Agreement, to include the following:\n\n“e. *Milestone*-*based\nCash Bonuses*. Upon the occurrence of the following events, the Company shall remit the applicable cash bonuses to the Consultant as\nset forth in this Section 1(e) and subject to the terms and conditions of this Section 1(e):\n\n(i) The Company\nshall pay the Consultant $50,000 for each Company acquisition consummated, provided the target company of such acquisition has $2,000,000\nin annual revenue or more upon consummation of such acquisition;\n\n22\n\n(ii) The Company\nshall pay the Consultant $50,000 upon any closing of an equity or equity-linked financing of the Company which results in net proceeds\nbeing raised in such financing of $3,000,000 in a fiscal quarter (the closing which qualifies the Consultant for such payment, the “Triggering\nEquity Financing,” and such payment, the “Equity Financing Bonus”). For the avoidance of doubt, the Consultant is entitled\nonly to a one-time payment of the Equity Financing Bonus $50,000 per fiscal quarter and the Company will not make further payments as\nan Equity Financing Bonus in spite of the occurrence of any of the following events: (A) the closing of any equity or equity-linked financings\nsubsequent to the Triggering Equity Financing in such fiscal quarter which result in proceeds of $3,000,000 to the Company; (B) any closings\nfor the same equity financing round subsequent to the Triggering Equity Financing in such fiscal quarter which result in additional proceeds\nof $3,000,000 or more to the Company.\n\n(iii) If and when\nthe Company achieves each of the targeted EBITDA amounts in one fiscal quarter, as set forth in this Section 1(e)(iii) (each of such amounts,\n“EBITDA Milestone”), the Company shall pay the Consultant a fee equal to 25% of the applicable EBITDA Milestone (such fee,\nthe “EBITDA Milestone Bonus”: (A) $50,000; (B) $150,000; (C) $250,000; (D) $350,000. For the avoidance of doubt, the Consultant\nmay only receive a one-time payment of the EBITDA Milestone Bonus in each fiscal quarter, upon the Company’s achievement of the\napplicable EBITDA Milestone, and the Company will not make further payments to the Consultant as the EBITDA Milestone Bonus even upon\nachievement of an EBITDA Milestone in the same fiscal quarter which value exceeds the value of the first EBITDA Milestone the Consultant\nhas achieved in such fiscal quarter.\n\n(iv) Company shall\npay the Consultant $50,000 each time the Company achieves a Market Valuation (as defined below) of $5,000,000, $10,000,000, $15,000,000,\n$20,000,000, and $25,000,000 (each of such payments, “Valuation Payment”); *provided that* each of such Market Valuations\ncontinue for each at least five (5) consecutive Trading Days (as defined below), and *provided further*that the Company may only\nrecover any erroneously awarded amounts in Valuation Payments for one (1) year following the date of such erroneous award.\n\n(v) The Company\nshall pay the Consultant $600,000 each time the Company achieves a Market Valuation of $50,000,000 and $100,000,000, *provided that*\neach of such Market Valuations continues for each at least 5 consecutive Trading Days.\n\n(vi) In any calendar\nyear, the Company shall remit the Consultant a one-time payment of $300,000 upon the Company’s achievement of its first positive\nEBITDA of $2,000,000 for such calendar year.\n\n(vii) The Board,\nin its sole discretion, may award a cash or equity bonus payment (“Licensing Milestone Bonus”) to the Consultant upon the\nCompany or any of its Subsidiaries’ (as defined below) entry into a license agreement which provides for either: (A) the Company\nor Subsidiary’s license of any intellectual property rights of the Company or Subsidiary to another party, including the license\nof intellectual property rights of the Company or Subsidiary to each other; or (B) a third party’s license of intellectual property\nrights to the Company or Subsidiary; *provided, however*, that if the Board determines to award the Licensing Milestone Bonus to\nthe Consultant in the form of preferred stock, such preferred stock issuance is subject to the approval of the Company’s shareholders.\n\n(viii) Notwithstanding\nanything to the contrary in this Second A&R Agreement, the Consultant may elect to accrue the payments due to the Consultant under\nSection 1(e) of this Exhibit B (each, a “Milestone Bonus”) convert the cash amount of the Milestone Bonus into shares of the\nCompany’s common stock or preferred stock. In such event, the conversion ratio of the Milestone Bonus shall be determined by mutual\nagreement between the Company and the Consultant, *provided, however*, that if the Consultant determines to receive the Milestone\nBonus payment in the form of preferred stock, the Milestone Bonus payment is subject to the approval of the Company’s shareholders.”\n\nCapitalized terms used in the text quoted immediately\nabove have the meanings set forth in Amendment No. 2 to the Second Amended GB Capital Consulting Agreement.\n\n23\n\nAmendment No. 2 to the Second Amended GB Capital\nConsulting Agreement further clarified that the equity grants made to GB Capital under Section 2 of Exhibit B of the GB Consulting Agreement,\nif determined by the Board to be in the form of preferred stock, is subject to the approval of the Company’s shareholders.\n\nAmendment No. 2 to the Second Amended GB Capital\nConsulting Agreement also deleted Section 4a of the GB Consulting Agreement in its entirety. The foregoing summary of Amendment No. 2\nto the Second Amended GB Capital Consulting Agreement does not purport to be complete and is subject to and is qualified in its entirety\nby a copy of Amendment No. 2 to the Second Amended GB Capital Consulting included as Exhibit 10.9 in the Company’s Annual Report\non Form 10-K (“Form 10-K”) filed with the SEC on March 30, 2026 and incorporated herein by reference.\n\nOn August 12, 2025, the Company entered into Amendment\nNo. 3 to the Second Amended GB Capital Consulting Agreement, which provided for the Company’s grant of a fully vested award in the\nform of either: (i) restricted stock units (“RSUs”), (ii) restricted stock, or (iii) cash (each, an “Acquisition Award”)\nto GB Capital on the consummation of any acquisition of (i) an entity, (ii) assets, or (iii) capital stock by the Company or any Subsidiary\n(as defined below). The amount of the Acquisition Award will be calculated based on the total purchase price of the consummated acquisition,\nregardless of whether or not such purchase price is paid in cash, stock, assumed debt, or other consideration (such purchase price, the\n“Acquisition Value”), and will be determined as follows:\n\n●Acquisition Value from $0 to\n$5,000,000 – GB Capital is entitled to an Acquisition Award of 5% of the Acquisition Value;\n\n●Acquisition Value over $5,000,000\nto $10,000,000 – GB Capital is entitled to an Acquisition Award of 6% of the Acquisition Value;\n\n●Acquisition Value over $10,000,000\nto $20,000,000 – GB Capital is entitled to an Acquisition Award of 7% of the Acquisition Value; and\n\n●Acquisition Value over $20,000,000\n– GB Capital is entitled to an Acquisition Award of 8% of the Acquisition Value.\n\nIn addition to the determinations of Acquisition\nValue set forth above, the Compensation Committee may, in its sole discretion, determine to award GB Capital an additional 1% of the applicable\npercentage of the Acquisition Value if: (i) the Board and/or Compensation Committee projects the applicable acquisition to be earnings\nbefore interest, tax, depreciation, and amortization (EBITDA) or net income accretive within twelve (12) months of closing or (b) the\nCompensation Committee deems the applicable acquisition as an advancement to the Company’s long-term growth objectives, competitive\npositioning, and/or operational capabilities.\n\nIf GB Capital elects to receive its Acquisition\nAward in the form of RSUs or restricted stock, the number of RSUs (“RSU Award Amount”) or restricted stock granted shall equal\n(x) the dollar value of the Acquisition Award divided by (y) the trailing five (5) day volume-weighted average price (VWAP) of the Company’s\nCommon Stock ending on the trading day prior to the acquisition closing date (such RSU Award Amount rounded down to the nearest whole\nshare). The RSUs or restricted stock granted to GB Capital will be fully vested and shall not be subject to any further service or performance\nconditions.\n\nAcquisition Awards may, at the Board’s discretion\nand in compliance with applicable law, be issued directly to GB Capital or any other designated entity of GB Capital. All such Acquisition\nAwards shall be subject to applicable securities laws and the terms of the Company’s then-effective equity incentive plan or other\napplicable grant policy.\n\n“Person” means an individual, a partnership,\na limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization,\nany other entity, or a governmental entity.\n\n“Subsidiary” means, with respect\nto any Person, any corporation, limited liability company, partnership, joint venture or other legal entity of which such Person\n(either above or through or together with any other Subsidiary) owns, directly or indirectly, more than 50% of the stock or other\nequity interests the holders of which are generally entitled to vote for the election of the board of directors or other governing\nbody of such entity.\n\n24\n\nAmendment No. 3 to the Second Amended GB Capital\nConsulting Agreement also provided for the name change of the Second Amended GB Capital Consulting Agreement, going forward, to “Consulting\nand Services Agreement for Non-Employee Chief Executive Officer.” Amendment No. 3 to the Second Amended GB Capital Consulting Agreement\nis included as Exhibit 10.17 included in the Company’s Form 10-K filed with the SEC on March 30, 2026 and incorporated herein by\nreference.\n\n** **\n\nOn October 16, 2025, the Company entered into\nAmendment No. 4 to the Consulting and Services Agreement for Non-Employee Chief Executive Officer (“Amendment No. 4 to the GB Capital\nConsulting Agreement”) with GB Capital.\n\nAmendment No. 4 to the Consulting and Services\nAgreement for Non-Employee Chief Executive Officer between the Company and GB Capital (the “GB Capital Consulting Agreement”)\nmodified the terms of the GB Capital Consulting Agreement as follows:\n\na.Add terms to Section 3 to provide\nfor a monthly housing reimbursement of $8,000 to GB Capital solely for the purpose of facilitating its performance of services in Newport\nBeach, California.\n\nb.Amend and restate Section 5’s\nprovisions regarding GB Capital’s independent contractor relationship with the Company;\n\nc.Amend and restate Section 6’s\nprovisions regarding GB Capital’s determination of the method, detail, and means of performing its services, subject to the results\nrequired by the Company set forth in the GB Capital Consulting Agreement and applicable Statements of Work, if any;\n\nd.Amend and restate subsection\n6(b)’s provisions regarding GB Capital’s ineligibility for the Company’s employee benefits;\n\ne.Amend and restate subsection\n6(c)’s provisions regarding GB Capital’s tax responsibilities for compensation paid under the GB Capital Consulting Agreement;\n\nf.Add subsection 6(d) to provide\nfor GB Capital’s express authorization to enter into contracts and make commitments on behalf of the Company, subject to any limitations\nor approval requirements established by the Board or as otherwise provided in writing by the Company;\n\ng.Add subsection 6(e) to provide\nfor GB Capital’s non-exclusive engagement as consultant under the GB Capital Consulting Agreement and permit GB Capital’s\nto provide services to other clients and other clients and to engage in other business activities; and\n\nh.Add subsection 6(f) to state\nthat the GB Capital Consulting Agreement does not create an employment, agency, partnership, fiduciary, or joint venture relationship\nbetween the Parties.\n\nAdditionally, Amendment No. 4 to the GB Capital\nConsulting Agreement replaces all references to “severance payment”, “Severance Payment”, and “Severance\nEvent”) in the GB Capital Consulting Agreement with “termination payment,” “Termination Payment,” and “Termination\nEvent,” respectively, on a nomenclature basis without changing the parties’ substantive rights or obligations.\n\nExcept as expressly amended in Amendment No. 4\nto the GB Capital Consulting Agreement, the GB Capital Consulting Agreement remains in full force and effect. The foregoing summary does\nnot purport to be complete and is qualified in its entirety by reference to the full text of Amendment No. 4 to the GB Capital Consulting\nAgreement, a copy which is included as Exhibit 10.28 included in the Company’s Form 10-K filed with the SEC on March 30, 2026 and\nincorporated herein by reference.\n\n25\n\nOn March 17, 2026, the\n“Company entered into Amendment No. 5 to the Consulting and Services Agreement for Non-Employee Chief Executive Officer (“Amendment\nNo. 5 to the GB Capital Consulting Agreement”) with GB Capital. Amendment No. 5 to the GB Capital Consulting Agreement amended and\nrestated Section 1(a) of Exhibit B of the GB Capital Consulting Agreement such that GB Capital’s annual consultant fee is $300,000\nper annum. Amendment No. 5 to the GB Capital Consulting Agreement also provided that, for the avoidance of doubt, for the 2026 fiscal\nyear, GB Capital is entitled to this annual consultant fee beginning on January 1, 2026.\n\nExcept as expressly amended\nin Amendment No. 5 to the GB Capital Consulting Agreement, the GB Capital Consulting Agreement remains in full force and effect. The foregoing\nsummary of Amendment No. 5 to the GB Capital Consulting Agreement does not purport to be complete and is qualified in its entirety by\nreference to the full text of Amendment No. 5 to the GB Capital Consulting Agreement, a copy of which is filed as Exhibit 10.1 to the\nCompany’s Form 8-K filed with the SEC on March 23, 2026 and is incorporated herein by reference.\n\n** **\n\n**Severance and Change of Control Arrangements**\n\n** **\n\n**Graydon Bensler**\n\n** **\n\nPursuant to the Second Amended GB Capital Consulting\nAgreement, Mr. Bensler, through his wholly owned entity GB Capital which is a party to the Second Amended GB Capital Consulting Agreement,\nis entitled to a one-time severance payment of $250,000 if any, on the occurrence of a Severance Event (as defined below). Capitalized\nterms used herein but not otherwise defined have the meanings set forth in the Second Amended GB Capital Consulting Agreement.\n\n“Cause” means any of the\nfollowing: (i) willful failure by the Consultant to perform its duties and responsibilities to the Company pursuant to the Second\nAmended GB Capital Consulting Agreement, in such case after written notice thereof and a failure to remedy such failure within ten (10) days\nof the Company’s notice; (ii) commission by Mr. Bensler of any act of fraud, embezzlement, or any other willful misconduct\nthat has caused or is reasonably expected to cause material injury to the Company; (iii) unauthorized use or disclosure by the Consultant\nof any confidential information of the Company or any other party to whom Mr. Bensler owes an obligation of nonuse and nondisclosure\nas a result of the Consultant’s relationship with the Company; (iv) abuse of alcohol or drugs; or (v) breach by the Consultant\nof any of its obligations under the Second Amended GB Capital Consulting Agreement or any other written agreement with the Company after\nwritten notice thereof and, if capable of being remedied, a failure to remedy such breach within ten (10) days of such notice.\n\n“Change of Control” means\nan event in which it the Company is sold to, merged, consolidated, reorganized into or with, or the Company’s assets are transferred\nor sold to another entity, after which the holders of voting securities of the Company immediately prior to such event, including voting\nsecurities issuable upon exercise or conversion of vested options, warrants or other securities or rights, hold (directly or indirectly)\nless than a majority of the combined voting power of the then-outstanding securities of the surviving entity of such event.\n\n“Severance Event” means\n(i) a Change of Control; (ii) Mr. Bensler’s termination for Cause; or (iii) Mr. Bensler’s termination\nby majority stockholder or Board vote.\n\n** **\n\nAmendment No. 4 to the GB Capital Consulting\nAgreement replaced all references to “severance payment”, “Severance Payment”, and “Severance Event”)\nin the GB Capital Consulting Agreement with “termination payment,” “Termination Payment,” and “Termination\nEvent,” respectively, on a nomenclature basis without changing the parties’ substantive rights or obligations.\n\n26\n\n**DIRECTOR COMPENSATION**\n\nAs of the date of this Proxy Statement, the Company\npays each of its independent Directors $55,500 in compensation for each Director’s services to the Company as independent Directors.\nThe Company’s current independent Directors are paid this annual compensation on a quarterly basis, or $13,875 at each fiscal quarter’s\nend.\n\nWe previously compensated our independent directors\nfor their services as directors through a mix of cash and stock options. In addition to in-person attendance bonuses, we intend to reimburse\nour non-employee directors for reasonable travel and out-of-pocket expenses incurred in connection with attending Board and Board committee\nmeetings.\n\n**Equity Incentive Awards**\n\n** **\n\n**2025 Equity Incentive Plan**\n\n*Overview*\n\nOn September 15, 2025 (the “2025 Plan Effective\nDate”), the Company’s 2025 Equity Incentive Plan (the “2025 Plan”) became effective.\n\nAs of the 2025 Plan Effective Date, the 2025 Plan\nsuperseded the Company’s 2020 Amended Equity Incentive Plan (the “2020 Plan”), and any shares of Common Stock underlying\nawards already made under the 2020 Plan will be issued from the 2025 Plan. As of the 2025 Plan Effective Date, (i) outstanding awards\nmade under the 2020 Plan would remain outstanding, and such awards remain subject to the original award terms; and (ii) shares subject\nto any outstanding awards made under the 2020 Plan are to be administered from the share reserve of the 2025 Plan. The 2025 Plan is filed\nherein as Appendix A.\n\nThe purpose of the 2025 Plan is to attract and\nretain the best available personnel for positions of substantial responsibility, to provide additional incentive to employees, directors\nand consultants, and to promote the success of our business. The administrator of the 2025 Plan (the “Administrator”) may,\nin its sole discretion, amend, alter, suspend or terminate the 2025 Plan, or any part thereof, at any time and for any reason. We will\nobtain stockholder approval of any 2025 Plan amendment to the extent necessary and desirable to comply with legal and regulatory requirements\nrelating to the administration of equity-based awards. Unless earlier terminated by the administrator, the 2025 Plan will terminate ten\nyears after the 2025 Plan Effective Date.\n\nAny capitalized terms used in this “2025\nEquity Incentive Plan” subsection and not otherwise defined herein have the meaning given to that term in the 2025 Plan.\n\n*Authorized Shares*\n\nInitially, the maximum number of shares of our\nCommon Stock that may be subject to awards under the 2025 Plan is 169,281 (on a pre-adjusted basis and 7,054 on a post-adjusted basis),\nor 25% of the issued and outstanding shares of Common Stock as of the 2025 Plan Effective Date. Subject to adjustment upon dividends or\nother distributions, recapitalizations, stock splits, reorganizations, merger, consolidations, split-ups, spin-offs, combinations, changes\nin control, repurchases or exchange of Shares or other securities of the Company as provided in Section 12 of the 2025 Plan, the number\nof shares of Common Stock reserved and available for issuance under the 2025 Plan will be (i) no less than twenty five percent (25%) of\nthe shares of Common Stock issued and outstanding as of the 2025 Plan Effective Date; (ii) on January 1 of each calendar year after the\n2025 Plan Effective Date, will automatically increase by an amount equal to the lesser of: (A) ten percent (10%) of the shares of Common\nStock issued and outstanding as of January 1 of the applicable calendar year; and (B) such lesser amount as determined by the Administrator,\nin its sole discretion.\n\nAdditionally, if an Award expires or becomes unexercisable\nwithout having been exercised in full, is surrendered pursuant to an exchange program, or, with respect to restricted stock, is forfeited\nto or repurchased by the Company due to the failure to vest, the unpurchased shares of Common Stock (or for Awards other than Options\nthe forfeited or repurchased Shares) which were subject thereto will become available for future grant or sale under the 2025 Plan (unless\nthe 2025 Plan has terminated). Shares of Common Stock that have actually been issued under the 2025 Plan under any Award will not be returned\nto the 2025 Plan and will not become available for future distribution under the 2025 Plan; provided, however, that if shares of Common\nStock issued pursuant to Awards of Restricted Stock are repurchased by the Company or are forfeited to the Company due to the failure\nto vest or upon certain events, such shares of Common Stock will become available for future grant under the 2025 Plan. Shares of Common\nStock used to pay the exercise price of an Award or to satisfy the tax withholding obligations related to an Award will become available\nfor future grant or sale under the 2025 Plan. To the extent an Award under the 2025 Plan is paid out in cash rather than shares of Common\nStock, such cash payment will not result in reducing the number of shares of Common Stock available for issuance under the 2025 Plan.\nNotwithstanding the foregoing and, subject to adjustment as provided in Section 12, the maximum number of shares of Common Stock that\nmay be issued upon the exercise of Incentive Stock Options will equal the aggregate number of shares reserved and issuable under the 2025\nPlan, plus, to the extent allowable under Section 422Code, and the Treasury Regulations promulgated under the Code, any shares of Common\nStock that become available for issuance under the 2025 Plan pursuant to Section 3(b) of the 2025 Plan (shares of Common Stock which were\nsubject to Awards which have: expired or becomes unexercisable without having been exercised in full, surrendered pursuant to an exchange\nprogram, or with respect to restricted stock, is forfeited to or repurchased by the Company due to the failure to vest, the unpurchased\nshares of Common Stock (or for Awards other than Options the forfeited or repurchased Shares).\n\n* *\n\n27\n\n* *\n\n*Plan Administration*\n\nThe 2025 Plan will be administered by (i) the\nCompensation Committee or (ii) the Board, if the Compensation Committee does not exist, and in any event, the administrator of the 2025\nPlan shall administer the 2025 Plan in compliance with Applicable Laws. Subject to the provisions of the 2025 Plan, and in the case of\nthe Compensation Committee, subject to the specific duties delegated by the Board to the Compensation Committee, the Administrator will\nhave the authority, in its discretion: (A) to determine the Fair Market Value (as defined below); (B) to select the Service Providers\nto whom Awards may be granted under the 2025 Plan; (C) to determine the number of Shares to be covered by each Award granted under the\n2025 Plan; (D) to approve forms of Award Agreements for use under the 2025 Plan; (E) to determine the terms and conditions, not inconsistent\nwith the terms of the 2025 Plan, of any Award granted under the 2025 Plan, of which terms and conditions include, but are not limited\nto, the exercise price, the time or times when Awards may be exercised (which may be based on performance criteria), any vesting acceleration\nor waiver of forfeiture restrictions, and any restriction or limitation regarding any Award or the Shares of Common Stock relating thereto,\nbased in each case on such factors as the Administrator will determine; (F) to institute and determine the terms and conditions of an\nExchange Program; (G) to construe and interpret the terms of the 2025 Plan and Awards granted pursuant to the 2025 Plan; (H) to prescribe,\namend and rescind rules and regulations relating to the 2025 Plan, including rules and regulations relating to sub-plans established for\nthe purpose of satisfying applicable foreign laws or for qualifying for favorable tax treatment under applicable foreign laws; (I) to\nmodify or amend each Award (subject to the amendment and termination provisions of the 2025 Plan), including but not limited to, the discretionary\nauthority to extend the post-termination exercisability period of Awards and to extend the maximum term of an Option (subject to the Option\nterm provisions set forth in the 2025 Plan; (J) to allow Participants to satisfy withholding tax obligations in a manner prescribed in\nSection 13 of the 2025 Plan; (K) to authorize any person to execute on behalf of the Company any instrument required to effect the grant\nof an Award previously granted by the Administrator; (L) to allow a Participant to defer the receipt of the payment of cash or the delivery\nof shares of Common Stock that otherwise would be due to such Participant under an Award; and (M) to make all other determinations deemed\nnecessary or advisable for administering the 2025 Plan. The Administrator’s decisions, determinations and interpretations will be\nfinal and binding on all Participants and any other holders of Awards.\n\n“Fair Market Value” means as of any\ndate, the value of Common Stock determined as follows:\n\n(i)if the Common Stock is listed\non any established stock exchange or a national market system, including without limitation The Nasdaq Global Select Market, The Nasdaq\nGlobal Market or The Nasdaq Capital Market of The Nasdaq Stock Market LLC (“Nasdaq”), its Fair Market Value will be the closing\nsales price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or system on the day of determination,\nas reported in *The Wall Street Journal*or such other source as the Administrator deems reliable;\n\n(ii)if the Common Stock is regularly\nquoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value of a Share will be the mean between\nthe high bid and low asked prices for the Common Stock on the day of determination (or, if no bids and asks were reported on that date,\nas applicable, on the last trading date such bids and asks were reported), as reported in *The Wall Street Journal*or such other\nsource as the Administrator deems reliable; and\n\n28\n\n(iii)in the absence of an established\nmarket for the Common Stock, the Fair Market Value will be determined in good faith by the Administrator using one of the valuation methods\nset forth in Section 1.409A-1(b)(5)(iv)(B)(2) of the Treasury Regulation. Such determination shall be conclusive and binding on all persons.\n\n* *\n\n*Eligibility*\n\nUnder the 2025 Plan, Non-statutory Stock Options,\nRestricted Stock, Restricted Stock Units and other equity awards granted may be granted to Service Providers. Additionally, Incentive\nStock Options may be granted only to Employees.\n\n* *\n\n*Stock Options*\n\nSubject to the terms and provisions of the 2025\nPlan, the Administrator, at any time and from time to time, may grant Options in such amounts as the Administrator, in its sole discretion,\nwill determine. Each Award of an Option will be evidenced by an Award Agreement that will specify the exercise price, the term of the\nOption, the number of shares of Common Stock subject to the Option, the exercise restrictions, if any, applicable to the Option, and such\nother terms and conditions as the Administrator, in its sole discretion, will determine. Each Option will be designated in the Award Agreement\nas either an Incentive Stock Option or a Non-statutory Stock Option. Notwithstanding such designation, however, to the extent that the\naggregate Fair Market Value of the shares of Common Stock with respect to which Incentive Stock Options are exercisable for the first\ntime by the Participant during any calendar year (under all plans of the Company and any Parent or Subsidiary) exceeds one hundred thousand\ndollars ($100,000), such Options will be treated as Non-statutory Stock Options.\n\nThe term of each Option will be stated in the\nAward Agreement; provided, however, that the term will be no more than five (5) years from the date of grant thereof. In the case of an\nIncentive Stock Option granted to a Participant who, at the time the Incentive Stock Option is granted, owns stock representing more than\nten percent (10%) of the total combined voting power of all classes of stock of the Company or any Parent or Subsidiary, the term of the\nIncentive Stock Option will be five (5) years from the date of grant or such shorter term as may be provided in the Award Agreement. The\nterms of outstanding Awards may be amended without shareholder approval to reduce the exercise price of outstanding Options, or to cancel\noutstanding Options in exchange for cash, other Awards, or Options with an exercise price that is less than the exercise price of the\noriginal Option, to the extent permitted by Applicable Law or the listing rules of Nasdaq.\n\nThe per share exercise price for the shares of\nCommon Stock to be issued pursuant to the exercise of an Option will be determined by the Administrator, but will be no less than one\nhundred percent (100%) of the Fair Market Value per Share on the date of grant. As to an Incentive Stock Option granted to an Employee\nwho owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary,\nthe per share exercise price will be no less than one hundred ten percent (110%) of the Fair Market Value per Share on the date of grant.\nOptions may be granted with a per share exercise price of less than one hundred percent (100%) of the Fair Market Value per Share on the\ndate of grant pursuant to a transaction described in, and in a manner consistent with, Code Section 424(a).\n\nAt the time an Option is granted, the Administrator\nwill fix the period within which the Option may be exercised and will determine any conditions that must be satisfied before the Option\nmay be exercised. The Administrator will determine the acceptable form of consideration for exercising an Option, including the method\nof payment. In the case of an Incentive Stock Option, the Administrator will determine the acceptable form of consideration at the time\nof grant. Such consideration may consist entirely of: (i) cash; (ii) check; (iii) promissory note, to the extent permitted by Applicable\nLaws; (iv) other Shares, provided that such Shares have a Fair Market Value on the date of surrender equal to the aggregate exercise price\nof the Shares as to which such Option will be exercised and provided further that accepting such Shares will not result in any adverse\naccounting consequences to the Company, as the Administrator determines in its sole discretion; (v) consideration received by the Company\nunder cashless exercise program (whether through a broker or otherwise) implemented by the Company in connection with the 2025 Plan; (vi)\nby net exercise; (vii) such other consideration and method of payment for the issuance of Shares to the extent permitted by Applicable\nLaw; or (viii) any combination of the foregoing methods of payment. In making its determination as to the type of consideration to accept,\nthe Administrator will consider if acceptance of such consideration may be reasonably expected to benefit the Company.\n\n29\n\nAny Option granted under the 2025 Plan will be\nexercisable according to the terms of the 2025 Plan and at such times and under such conditions as determined by the Administrator and\nset forth in the Award Agreement. An Option may not be exercised for a fraction of a share of Common Stock.\n\n*Restricted Stock*\n\n** **\n\nSubject to the terms and provisions of the 2025\nPlan, the Administrator, at any time and from time to time, may grant Shares of Restricted Stock to Service Providers in such amounts\nas the Administrator, in its sole discretion, will determine. Each Award of Restricted Stock will be evidenced by an Award Agreement that\nwill specify the Period of Restriction, the number of Shares granted, and such other terms and conditions as the Administrator, in its\nsole discretion, will determine. Unless the Administrator determines otherwise, the Company as escrow agent will hold Shares of Restricted\nStock until the restrictions on such Shares have lapsed. Except as provided in the 2025 Plan or as the Administrator determines, shares\nof Restricted Stock may not be transferred until the end of the applicable Period of Restriction (as defined below). The Administrator,\nin its sole discretion, may impose such other restrictions on Shares of Restricted Stock as it may deem advisable or appropriate. Except\nas otherwise provided in the 2025 Plan, Shares of Restricted Stock covered by each Restricted Stock grant made under the 2025 Plan will\nbe released from escrow as soon as practicable after the last day of the Period of Restriction or at such other time as the Administrator\nmay determine. The Administrator, in its discretion, may accelerate the time at which any restrictions will lapse or be removed. During\nthe Period of Restriction, Service Providers holding Shares of Restricted Stock granted under the 2025 Plan may exercise full voting rights\nwith respect to those Shares, unless the Administrator determines otherwise.\n\n“Period of Restriction” means the\nperiod during which the transfer of shares of Restricted Stock are subject to restrictions and therefore, the shares of Common Stock are\nsubject to a substantial risk of forfeiture. Such restrictions may be based on the passage of time, the achievement of target levels of\nperformance, or the occurrence of other events as determined by the Administrator.\n\nDuring the Period of Restriction, Service Providers\nholding shares of Restricted Stock will be entitled to receive all dividends and other distributions paid with respect to such shares,\nunless the Administrator provides otherwise. If any such dividends or distributions are paid in shares of Common Stock, the shares of\nCommon Stock will be subject to the same restrictions on transferability and forfeitability as the shares of Restricted Stock with respect\nto which they were paid. On the date set forth in the Award Agreement, the Restricted Stock for which restrictions have not lapsed will\nrevert to the Company and again will become available for grant under the 2025 Plan.\n\n* *\n\n*Restricted Stock Units*\n\nSubject to the terms and provisions of the 2025\nPlan, the Administrator, at any time and from time to time, may grant Restricted Stock Units to Service Providers in such amounts as the\nAdministrator, in its sole discretion, will determine. Each Award of Restricted Stock Units will be evidenced by an Award Agreement that\nwill specify the terms, conditions, and restrictions (if any) related to the grant, including the number of Restricted Stock Units.\n\nThe Administrator will set vesting criteria\nin its discretion, which, depending on the extent to which the criteria are met, will determine the number of Restricted Stock Units\nthat will be paid out to the Participant. A Restricted Stock Unit Award may vest upon completion of a specified period of service\nwith the Company or a Subsidiary and/or based on the achievement of certain performance goals during the applicable performance\nperiod, as set forth in the Participant’s Award Agreement. If Restricted Stock Units vest based upon satisfaction of\nperformance goals, then the Administrator will: (x) determine the nature, length and starting date of any performance period\nfor the Restricted Stock Units; (y) select the performance goals to be used to measure the performance; and (z) determine\nwhat additional vesting conditions, if any, should apply. Upon meeting the applicable vesting criteria, the Participant will be\nentitled to receive a payout as determined by the Administrator. Notwithstanding the foregoing, at any time after the grant of\nRestricted Stock Units, the Administrator, in its sole discretion, may reduce or waive any vesting criteria that must be met to\nreceive a payout. The Administrator may, in its sole discretion, award dividend equivalents in connection with the grant of\nRestricted Stock Units that may be settled in cash, in Shares of equivalent value, or in some combination thereof. Payment of earned\nRestricted Stock Units will be made upon the date(s) determined by the Administrator and set forth in the Award Agreement. The\nAdministrator, in its sole discretion, may only settle earned Restricted Stock Units in cash, Shares, or a combination of both. On\nthe date set forth in the Award Agreement, all Shares underlying any unvested, unlapsed, unearned Restricted Stock Units will be\nforfeited to the Company for future issuance.\n\n* *\n\n**\n\n30\n\n* *\n\n*Other Awards*\n\nOther forms of Awards valued in whole or in part\nby reference to, or otherwise based on, Common Stock, including the appreciation in value thereof may be granted either alone or in addition\nto the specified Awards provided for in the 2025 Plan. Subject to the provisions of the 2025 Plan, the Board will have sole and complete\ndiscretion to determine the persons to whom and the time or times at which such Other Awards will be granted, the number of shares of\nCommon Stock (or the cash equivalent thereof) to be granted pursuant to such other Awards and all other terms and conditions of such other\nAwards.\n\n** **\n\n**Non-transferability of Awards**\n\n** **\n\nUnless determined otherwise by the Administrator,\nAwards may not be sold, pledged, assigned, hypothecated, or otherwise transferred in any manner other than by will or by the laws of descent\nand distribution, and may be exercised, during the lifetime of the Participant, only by the Participant. If the Administrator makes an\nAward transferable, such Award may only be transferred (i) by will, (ii) by the laws of descent and distribution, or (iii) as permitted\nby Rule 701 of the Securities Act of 1933, as amended (the “Securities Act”).\n\n**Certain Adjustments**\n\n** **\n\nIn the event that any dividend or other distribution\n(whether in the form of cash, shares of Common Stock, other securities, or other property), recapitalization, stock split, reverse stock\nsplit, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of shares of Common Stock or other\nsecurities of the Company, or other change in the corporate structure of the Company affecting the shares of Common Stock occurs, the\nAdministrator, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under\nthe 2025 Plan, the Company will adjust the number and class of shares of Common Stock that is reserved and issuable under the 2025 Plan\nand/or the number, class, and price of shares of Common Stock covered by each outstanding Award.\n\n** **\n\n**Dissolution or Liquidation**\n\nIn the event of the proposed dissolution or liquidation\nof the Company, the Administrator will notify each Participant as soon as practicable prior to the effective date of such proposed transaction.\nTo the extent it has not been previously exercised, an Award will terminate immediately prior to the consummation of such proposed action.\n\n**Merger or Change in Control**\n\n** **\n\nIn the event of a merger or Change in Control\n(as defined below), each outstanding Award will be treated as the Administrator determines (subject to the provisions of the following\nparagraph) without a Participant’s consent including, without limitation, that: (i) Awards will be assumed, or substantially equivalent\nAwards will be substituted, by the acquiring or succeeding corporation (or an affiliate thereof) with appropriate adjustments as to the\nnumber and kind of shares and prices; (ii) upon written notice to a Participant, that the Participant’s Awards will terminate upon\nor immediately prior to the consummation of such merger or Change in Control; (iii) outstanding Awards will vest and become exercisable,\nrealizable, or payable, or restrictions applicable to an Award will lapse, in whole or in part prior to or upon consummation of such merger\nor Change in Control, and, to the extent the Administrator determines, terminate upon or immediately prior to the effectiveness of such\nmerger or Change in Control; (iv) (A) the termination of an Award in exchange for an amount of cash and/or property, if any, equal to\nthe amount that would have been attained upon the exercise of such Award or realization of the Participant’s rights as of the date\nof the occurrence of the transaction (and, for the avoidance of doubt, if as of the date of the occurrence of the transaction the Administrator\ndetermines in good faith that no amount would have been attained upon the exercise of such Award or realization of the Participant’s\nrights, then such Award may be terminated by the Company without payment), or (B) the replacement of such Award with other rights or property\nselected by the Administrator in its sole discretion; or (v) any combination of the foregoing. In taking any of the actions permitted\nunder this Section 12(c), the Administrator will not be obligated to treat all Awards, all Awards held by a Participant, or all Awards\nof the same type, similarly.\n\n31\n\nIn the event that the successor corporation does\nnot assume or substitute for the Award (or portion thereof), the Participant will fully vest in and have the right to exercise all of\nhis or her outstanding Options, including Shares as to which such Awards would not otherwise be vested or exercisable, all restrictions\non Restricted Stock will lapse, and, with respect to Awards with performance-based vesting, all performance goals or other vesting criteria\nwill be deemed achieved at one hundred percent (100%) of target levels and all other terms and conditions met. In addition, if an Option\nis not assumed or substituted in the event of a merger or Change in Control, the Administrator will notify the Participant in writing\nor electronically that the Option will be exercisable for a period of time determined by the Administrator in its sole discretion, and\nthe Option will terminate upon the expiration of such period.\n\nAn Award will be considered assumed if, following\nthe merger or Change in Control, the Award confers the right to purchase or receive, for each Share subject to the Award immediately prior\nto the merger or Change in Control, the consideration (whether stock, cash, or other securities or property) received in the merger or\nChange in Control by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered\na choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however,\nthat if such consideration received in the merger or Change in Control is not solely common stock of the successor corporation or its\nParent, the Administrator may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise\nof an Option, for each Share subject to such Award, to be solely common stock of the successor corporation or its Parent equal in fair\nmarket value to the per share consideration received by holders of Common Stock in the merger or Change in Control.\n\nNotwithstanding anything in Section 12(c) of the\n2025 Plan to the contrary, an Award that vests, is earned or paid-out upon the satisfaction of one or more performance goals will not\nbe considered assumed if the Company or its successor modifies any of such performance goals without the Participant’s consent;\nprovided, however, a modification to such performance goals only to reflect the successor corporation’s post-Change in Control corporate\nstructure will not be deemed to invalidate an otherwise valid Award assumption.\n\nNotwithstanding anything in Section 12(c) of the\n2025 Plan to the contrary, if a payment under an Award Agreement is subject to Code Section 409A and if the change in control definition\ncontained in the Award Agreement does not comply with the definition of “change of control” for purposes of a distribution\nunder Code Section 409A, then any payment of an amount that is otherwise accelerated under this Section 12 will be delayed until the earliest\ntime that such payment would be permissible under Code Section 409A without triggering any penalties applicable under Code Section 409A.\n\n“Change in Control” means any of the\nfollowing events:\n\n(i)A change in the ownership of\nthe Company which occurs on the date that any one person, or more than one person acting as a group (“Person”), acquires\nownership of the stock of the Company that, together with the stock held by such Person, constitutes more than 50% of the total voting\npower of the stock of the Company, except that any change in the ownership of the stock of the Company as a result of a private financing\nof the Company that is approved by the Board will not be considered a Change in Control;\n\n(ii)If the Company has a class\nof securities registered pursuant to Section 12 of the Exchange Act, a change in the effective control of the Company which occurs on\nthe date that a majority of members of the Board is replaced during any twelve (12) month period by Directors whose appointment or election\nis not endorsed by a majority of the members of the Board prior to the date of the appointment or election. For purposes of this clause\n(ii), if any Person is considered to be in effective control of the Company, the acquisition of additional control of the Company by\nthe same Person will not be considered a Change in Control; or\n\n(iii)A change in the ownership of\na substantial portion of the Company’s assets which occurs on the date that any Person acquires (or has acquired during the twelve\n(12) month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total\ngross fair market value equal to or more than 50% of the total gross fair market value of all of the assets of the Company immediately\nprior to such acquisition or acquisitions. For purposes of this subsection (iii), gross fair market value means the value of the assets\nof the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.\n\n32\n\nFor purposes of the definition of Change in Control,\npersons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase\nor acquisition of stock, or similar business transaction with the Company. Notwithstanding the foregoing, a transaction will not be deemed\na Change in Control unless the transaction qualifies as a change in control event within the meaning of Code Section 409A, as it has been\nand may be amended from time to time, and any proposed or final Treasury Regulations and Internal Revenue Service guidance that has been\npromulgated or may be promulgated thereunder from time to time. Further, and for the avoidance of doubt, a transaction will not constitute\na Change in Control if: (i) its sole purpose is to change the jurisdiction of the Company’s incorporation; or (ii) its sole purpose\nis to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities\nimmediately before such transaction.\n\n**Treatment of Awards on Termination of Relationship\nas a Service Provider**\n\nUnless otherwise provided by the Administrator,\nif a Participant ceases to be a Service Provider, other than upon the Participant’s termination as the result of the Participant’s\ndeath or Disability, any unvested portion of any applicable Awards will be forfeited and shares of Common Stock covered by any vested\nportion of the applicable Awards that have not been issued to the Participant or its designees, as applicable, pursuant to the exercise\nor settlement thereof during the period beginning on the date of cessation of the Participant as a Service Provider until three (3) months\nthereafter, will revert to the 2025 Plan. Notwithstanding the immediately preceding sentence, if the Service Provider is terminated for\nCause, any Award issued to such terminated Service Provider will be forfeited, regardless of any vested or unvested portion of such Award,\nand in the case of such forfeiture, the Shares covered by the Award will revert to the 2025 Plan.\n\nUnless otherwise provided by the Administrator,\nif a Participant ceases to be a Service Provider as a result of the Participant’s Disability, (i) the vested portion of the Option\nshall remain exercisable for the amount set forth in the Award Agreement (but in no event later than the expiration of the term of the\nOption as set forth in the Award Agreement), and if no time is specified in the Award Agreement, the vested portion of the Option shall\nremain exercisable for twelve (12) months following the Participant’s termination, and (ii) the unvested portion shall remain exercisable\nfor three (3) months following the Participant’s termination due to Disability, and after such three (3) months the Shares underlying\nthe unvested portion of the Option will be forfeited and revert to the 2025 Plan. If after termination the Participant does not exercise\nhis or her Option within the time specified herein, the Option will terminate, and the Shares covered by such Option will revert to the\n2025 Plan.\n\nUnless otherwise provided by the Administrator,\nif a Participant dies while a Service Provider, the Option may be exercised within such period of time as is specified in the Award Agreement\n(but in no event later than the expiration of the term of such Option as set forth in the Award Agreement) to the extent that the Option\nis vested on the date of death, by the Participant’s designated beneficiary, provided such beneficiary has been designated prior\nto the Participant’s death in a form acceptable to the Administrator. If no such beneficiary has been designated by the Participant,\nthen such Option may be exercised by the personal representative of the Participant’s estate or by the person(s) to whom the Option\nis transferred pursuant to the Participant’s will or in accordance with the laws of descent and distribution. In the absence of\na specified time in the Award Agreement, the Option shall remain exercisable for twelve (12) months following the Participant’s\ntermination. Unless otherwise provided by the Administrator, if at the time of death Participant is not vested as to his or her entire\nOption, the Shares covered by the unvested portion of the Option will immediately revert to the 2025 Plan. If the Option is not so exercised\nwithin the time specified herein, the Option will terminate, and the Shares covered by such Option will revert to the 2025 Plan.\n\n33\n\n** **\n\n**Clawback**\n\n** **\n\nAwards will be subject to any Company\nclawback policy that the Company is required to adopt pursuant to the listing standards of any national securities exchange or\nassociation on which the Company’s securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and\nConsumer Protection Act or other applicable laws. The administrator also may specify in an award agreement that the\nparticipant’s rights, payments or benefits with respect to an award will be subject to reduction, cancellation, forfeiture or\nrecoupment upon the occurrence of certain specified events. The Administrator may require a participant to forfeit, return or\nreimburse the Company all or a portion of the Award or shares issued under the Award, any amounts paid under the Award and any\npayments or proceeds paid or provided upon disposition of the shares issued under the Award in order to comply with such clawback\npolicy or Applicable Laws.\n\n**U.S. Federal Income Tax Consequences**\n\n** **\n\nThe 2025 Plan is, in part, is a qualified plan\nfor federal income tax purposes. As such, the Company is entitled to (i) withhold and deduct from future wages of the Participant, or\nmake other arrangements for the collection of, all legally required amounts necessary to satisfy any and all federal, state and local\nwithholding and employment-related tax requirements attributable to a qualified stock option, including, without limitation, the grant,\nexercise or vesting of, or payment of dividends with respect to, a qualified stock option or a disqualifying disposition of stock received\nupon exercise of a qualified stock option, or (ii) require the Participant promptly to remit the amount of such withholding to the Company\nbefore taking any action, including issuing any shares of Common Stock, with respect to a qualified stock option.\n\n**Amendment and Termination**\n\nThe Board may at any time amend, alter, suspend\nor terminate the 2025 Plan. The Company shall obtain stockholder approval of any Plan amendment to the extent necessary and desirable\nto comply with Applicable Laws. Additionally, the Company shall obtain stockholder approval for each of the following: (i) increases to\nthe shares of Common Stock reserved and issuable under the 2025 Plan other than as set forth in Section 3(c)(ii) to 3(c)(iii) of the 2025\nPlan (evergreen and adjustment provisions of the 2025 Plan); (ii) any changes to the applicable prices that a Participant may pay for\nwith regard to applicable Awards granted under the 2025 Plan, provided, however, that the terms of outstanding Awards may be amended without\nshareholder approval to reduce the exercise price of outstanding Options, or to cancel outstanding Options in exchange for cash, other\nAwards, or Options with an exercise price that is less than the exercise price of the original Option; (iii) changes to the 2025 Plan\nwhich would expand eligibility for Participant or potential Participants’ Awards; (iv) changes to the 2025 Plan which would materially\nincrease Participants’ or potential Participants’ benefits available under the 2025 Plan; and (v) changes to the 2025 Plan\nwhich would expand the types of Awards provided under the 2025 Plan. Notwithstanding anything to the contrary in the 2025 Plan, the terms\nof outstanding Awards may be amended without shareholder approval to reduce the exercise price of outstanding Options, or to cancel outstanding\nOptions in exchange for cash, other Awards, or Options with an exercise price that is less than the exercise price of the original Option\nto the extent permitted by applicable law or the listing rules of the applicable trading market.\n\nNo amendment, alteration, suspension or termination\nof the 2025 Plan will impair the rights of any Participant, unless mutually agreed otherwise between the Participant and the Administrator,\nwhich agreement must be in writing and signed by the Participant and the Company. Termination of the 2025 Plan will not affect the Administrator’s\nability to exercise the powers granted to it under the 2025 Plan with respect to Awards granted under the 2025 Plan prior to the date\nof such termination.\n\n** **\n\n34\n\n**Policies and Practices for Granting Certain\nEquity Awards**\n\nOur policies and practices regarding the granting\nof equity awards are carefully designed to ensure compliance with applicable securities laws and to maintain the integrity of our executive\ncompensation program. The Compensation Committee is responsible for the timing and terms of equity awards to executives and other eligible\nemployees.\n\nThe timing of equity award grants is determined\nwith consideration to a variety of factors, including, but not limited to, the achievement of pre-established performance targets, market\nconditions and internal milestones. The Company does not follow a predetermined schedule for the granting of equity awards; instead, each\ngrant is considered on a case-by-case basis to align with the Company’s strategic objectives and to ensure the competitiveness of\nour compensation packages.\n\nIn determining the timing and terms of an\nequity award, the Board or the Compensation Committee may consider material nonpublic information to ensure that such grants are\nmade in compliance with applicable laws and regulations. The Board’s or the Compensation Committee’s procedures to\nprevent the improper use of material nonpublic information in connection with the granting of equity awards include oversight by\nlegal counsel and, where appropriate, delaying the grant of equity awards until the public disclosure of such material nonpublic\ninformation.\n\nThe Company is committed to maintaining transparency\nin its executive compensation practices and to making equity awards in a manner that is not influenced by the timing of the disclosure\nof material nonpublic information for the purpose of affecting the value of executive compensation. The Company regularly reviews its\npolicies and practices related to equity awards to ensure they meet the evolving standards of corporate governance and continue to serve\nthe best interests of the Company and its stockholders.\n\n** **\n\n**Director Compensation Table**\n\nThe following table provides the total compensation\npaid to each person who served as a non-employee member of the Board during fiscal year 2025:\n\nDIRECTOR COMPENSATION\n\nName\n**Cash Paid ($)**\n**Stock Awards ($)**\n**Option Awards ($)**\nNon-Equity\nIncentive\nPlan\nCompensation\n($)\n**Nonqualified Deferred Compensation Earnings ($)**\n**All Other Compensation ($)**\n**Total ($)**\n\nBraeden Lichti\n328,800(1)\n-\n-\n-\n-\n-\n328,800\n\nJeffrey Parry\n55,000\n-\n-\n-\n-\n-\n55,000\n\nJuliana Daley\n55,000\n-\n-\n-\n-\n-\n55,000\n\nGeorge Kovalyov\n55,000\n-\n-\n-\n-\n-\n55,000\n\n(1)\nSuch compensation was made to Northstrive Companies Inc., an entity wholly owned by Braeden Lichti.\n\n35\n\n**SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS\nAND MANAGEMENT**\n\nThe following table sets forth certain information\nregarding the ownership of the Company’s Common Stock and Series B Preferred Stock as of the Record Date by: (i) each director\nand nominee for Director; (ii) each executive officer named in the Summary Compensation Table; (iii) all executive officers\nand Directors of the Company as a group; and (iv) all those known by the Company to be beneficial owners of more than five percent\n(5%) of its Common Stock and Series B Preferred Stock.\n\nWe have determined beneficial ownership in accordance\nwith the rules and regulations of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose.\nIn general, under these rules a beneficial owner of a security includes any person who, directly or indirectly, through any contract,\narrangement, understanding, relationship or otherwise has or shares voting power or investment power with respect to such security. A\nperson is also deemed to be a beneficial owner of a security if that person has the right to acquire beneficial ownership of such security\nwithin 60 days of the Record Date. Except as indicated by the footnotes below, we believe, based on information furnished to us, that\nthe persons and entities named in the table below have sole voting and sole investment power with respect to all shares that they beneficially\nown, subject to applicable community property laws.\n\nPercentage ownership is based on 4,543,751 shares\nof Common Stock and 6,372,874 shares of outstanding Series B Preferred Stock as of the Record Date.\n\n**Number of Shares Beneficially Owned**\n\n**Beneficial Ownership Percentages**\n\n**Name and Address of Beneficial Owner (1)**\n\n**Common Stock**\n\n**Series B Preferred Stock**\n\n**Percent of Common Stock**\n\n**Percent of Series B Preferred Stock (2)**\n\n**Percent of Voting\nStock (2)**\n\n**Officers and Directors**\n\nBraeden Lichti, *Non-employee, Non-Executive Chairman of the Board*\n\n35\n(3)\n\n3,336,437\n(4)\n\n*\n%\n\n52.35\n%\n\n30.56\n%\n\nGraydon Bensler, *Non-Employee Chief Executive Officer, Chief Financial Officer and Director*\n\n10\n(5)\n\n3,036,437\n(6)\n\n*\n%\n\n47.65\n%\n\n27.81\n%\n\nJeffrey Parry, *Director*\n\n2\n(7)\n\n0\n\n*\n%\n\n0\n%\n\n*\n%\n\nGeorge Kovalyov, *Director*\n\n0\n\n0\n\n*\n%\n\n0\n%\n\n*\n%\n\nJuliana Daley, *Director*\n\n2\n(8)\n\n0\n\n*\n%\n\n0\n%\n\n*\n%\n\nAll executive officers and directors as a group (5 persons)\n\n49\n(9)\n\n6,372,874\n\n*\n%\n\n100\n%\n\n58.38\n%\n\n**5%+ Stockholders of Series B Preferred Stock **\n\nNorthstrive Companies Inc. (10)\n\n**\n\n3,336,437\n(4)\n\n**\n\n52.35\n%\n\n30.56\n%\n\nGB Capital Ltd (11)\n\n**\n\n3,036,437\n(6)\n\n**\n\n47.65\n%\n\n27.81\n%\n\n**5%+ Stockholders of Common Stock**\n\n*\nDenotes less than one (1%) percent.\n\n**\nThis shareholder is not a 5% or greater holder of Common Stock, only a 5% or greater holder of Series B Preferred Stock.\n\n(1)\nUnless otherwise indicated, the business address of each of the individuals is our address of c/o PMGC Inc., 120 Newport Center Drive, Newport Beach, CA 92660.\n\n(2)\nRounded to the nearest tenth percent.\n\n(3)\nConsists of (i) 2 shares of Common Stock that Mr. Lichti has the\nright to acquire from us within 60 days of the Record Date pursuant to the exercise of stock options previously granted under the\nAmended 2020 Equity Incentive Plan, (ii) 32 shares of Common Stock held by Northstrive Companies Inc., of which Mr. Lichti has\nsole voting and dipositive power over the shares, and (iii) 1 share of Common Stock underlying warrants held by BWL Investments Ltd.\n\n36\n\n(4)\nThese shares of Series B Preferred Stock are held through Northstrive Companies Inc., a California corporation wholly owned by Braeden Lichti, the Company’s Non-employee, Non-Executive Chairman. Mr. Lichti has sole voting and dispositive power over these shares.\n\n(5)\nConsists of (i) 8 shares of Common Stock held by GB Capital Ltd,\nof which Mr. Bensler has sole voting and dipositive power over the shares and (ii) 2 shares of Common Stock that Mr. Bensler\nhas the right to acquire from us within 60 days of April 27, 2026 pursuant to the exercise of stock options previously granted under\nthe 2020 Plan.\n\n(6)\nThese shares of Series B Preferred Stock are held through GB Capital Ltd, a British Columbia, Canada corporation wholly owned by Graydon Bensler, the Company’s Non-employee Chief Executive Officer, Chief Financial Officer, and Director. Mr. Bensler has sole voting and dispositive power over these shares.\n\n(7)\nConsists of (i) 1 share of Common Stock and (ii) 1 share\nof Common Stock that Mr. Parry has the right to acquire from us within 60 days of the Record Date, pursuant to the exercise\nof stock options previously granted under the 2020 Plan.\n\n(8)\nConsists of (i) 1 share of Common Stock and (ii) 1 share\nof Common Stock that Ms. Daley has the right to acquire from us within 60 days of the Record Date, pursuant to the exercise of stock\noptions previously granted under the 2020 Plan.\n\n(9)\nConsists of (i) 42 shares of Common Stock beneficially owned by\nour directors and executive officers, (ii) 6 shares of Common Stock underlying outstanding options, exercisable within 60 days\nof the Record Date and (iii) 1 share of Common Stock underlying warrants.\n\n(10)\nNorthstrive Companies Inc. is an entity wholly owned by Braeden Lichti, the Company’s Non-employee, Non-executive Chairman. Mr. Lichti has sole voting and dispositive power over the shares of Series B Preferred Stock held by Northstrive Companies Inc.\n\n(11)\nGB Capital Ltd is an entity wholly owned by Graydon Bensler, the Company’s Non-employee Chief Executive Officer, Chief Financial Officer, and Director. Mr. Bensler has sole voting and dispositive power over the shares of Series B Preferred Stock held by GB Capital Ltd.\n\n37\n\n**CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS\nAND DIRECTOR INDEPENDENCE**\n\nOur Audit Committee has responsibility for reviewing\nand, if appropriate, for approving any related party transactions that would be required to be disclosed pursuant to applicable SEC rules.\n\nThe following is a summary of transactions entered\nsince January 1, 2024, to which we have been a party in which the amount involved exceeded or will exceed $109,308.19, which represents\n1% of the average of our total assets amounts as of December 31, 2025 and 2024), and in which any of our directors, executive officers\nor, to our knowledge, beneficial owners of more than 5% of our capital stock or any member of the immediate family of any of the foregoing\npersons had or will have a direct or indirect material interest, other than equity and other compensation, termination, change in control\nand other arrangements, which are described under “*Executive and Director Compensation*.” We also describe below certain\nother transactions with our directors, executive officers and stockholders.\n\n**GB Capital Ltd**\n\nThe Company paid consulting fees of $412,000 and\n$391,333 to GB Capital Ltd, a company controlled by Graydon Bensler, Chief Executive Officer, Chief Financial Officer and Director in\n2025 and 2024, respectively.\n\nThe Company incurred consulting fees of $697,800\nand $391,333 to GB Capital Ltd, a company wholly owned by Graydon Bensler, our current non-employee Chief Executive Officer, Chief Financial\nOfficer and Director in 2025 and 2024, respectively. In the 2025 fiscal year, the Company paid GB Capital $262,000 in consulting fees\nunder GB Capital’s Consulting and Services Agreement for Non-Employee Chief Executive Officer. As of the date of this proxy statement,\nthe Company has $684,957 due to GB Capital in contract performance bonus payments and has paid $285,800 to GB Capital in contract performance\nbonus payments under GB Capital’s Consulting and Services Agreement for Non-Employee Chief Executive Officer.\n\nOn July 25, 2025, the Company entered into the\nGB Capital Secondment Agreement with GB Capital, pursuant to which GB Capital agreed to second certain of its employees (each, a “GB\nCapital Employee” and, collectively, the “GB Capital Employees”), on an exclusive basis, to the Company from time to\ntime to provide certain services in accordance with the terms of the GB Capital Secondment Agreement. The GB Capital Employees will remain\nemployees of GB Capital during their respective periods of secondment (each, a “GB Capital Secondment Period”) and will not\nbe employees of the Company.\n\nUnder the GB Capital Secondment Agreement,\nGB Capital shall pay each Employee’s salary, incentives, health and retirement benefits, and other applicable compensation or\nbenefits GB Capital Employee is entitled to as an employee of GB Capital. As consideration for GB Capital making GB Capital\nEmployees available to provide services during the GB Capital Secondment Period, the Company shall reimburse GB Capital on a monthly\nbasis based on (i) an agreed hourly rate set forth in Exhibit A of the GB Capital Secondment Agreement, multiplied by (ii) actual\nhours worked by the GB Capital Employee. Except as otherwise set forth in the GB Capital Secondment Agreement, each party to the GB\nCapital Secondment Agreement shall bear its own costs and expenses in connection with the GB Capital Secondment Agreement. However,\nif any extraordinary costs or expenses not contemplated by the GB Capital Agreement arise in connection with the GB Capital\nAgreement, including travel and expenses, the Company will reimburse GB Capital for such costs and expenses, provided that (i) the\nCompany provided its written consent prior to GB Capital’s incurrence of such costs and expenses, and (ii) such costs and\nexpenses are documented to the reasonable satisfaction of the Company.\n\n38\n\nPursuant to the terms of the GB Capital Secondment\nAgreement, each GB Capital Employee will provide services to the Company as agreed between the parties up to the number of hours per week\nspecified in Exhibit A. Further, each GB Capital Employee shall provide services at the Company’s principal place of business or\nsuch other place as the parties may agree. The Company has full and exclusive responsibility for each GB Capital Employee’s actions\nperformed in service to the Company during the GB Capital Secondment Period.\n\nThe Company may terminate the services provided\nby any GB Capital Employee at any time by providing at least fifteen (15) days’ prior written notice of termination to GB Capital,\nprovided that the Company may terminate any GB Capital Employee’s secondment at any time, without advance notice, in the event of\nthe GB Capital Employee’s misconduct, violation of the Company’s policies, or any conduct that the Company reasonably determines\nmay be detrimental to the business or reputation of the Company. Upon the termination of any GB Capital Employee’s employment with\nGB Capital, any GB Capital Employee’s services to the Company will also terminate, and if such employment with GB Capital is terminated,\nGB Capital shall provide notice of the same to the Company no later than the close of business on the same day such termination becomes\neffective. GB Capital may terminate the GB Capital Secondment Agreement by providing at least 90 days’ written notice of termination\nto the Company. The Company may terminate the GB Capital Secondment Agreement by providing at least 30 days’ written notice of termination\nto GB Capital. The GB Capital Secondment Agreement may be terminated by either party upon 10 days’ written notice if the other party\nbreaches or is in default of any provision of the GB Capital Secondment Agreement and does not cure such breach or default within such\n10 day period, with such notice to be made and delivered to the addresses as provided by the applicable party.\n\nThe foregoing summary of the GB Capital Secondment\nAgreement does not purport to be complete and is qualified in its entirety by reference to the full text of the GB Capital Secondment\nAgreement, a copy of which is included as Exhibit 10.15 in the Form 10-K filed with the SEC on March 30, 2026 and is incorporated by reference.\n\nOn October 16, 2025, the Company entered into\nAmendment No. 1 to the GB Capital Secondment Agreement with GB Capital (“Amendment No. 1 to the GB Capital Secondment Agreement”).\nAmendment No. 1 to the GB Capital Secondment Agreement amends the GB Capital Secondment Agreement as follows:\n\na.The effective date of the GB\nCapital Secondment Agreement was amended to October 16, 2025.\n\nb.Section 4 of the GB Capital\nSecondment Agreement was amended and supplemented to state that the seconded employees of GB Capital (“GB Capital Seconded Employees”)\nare classified as exempt under applicable law and will be paid on a salary basis, while non-exempt GB Capital Seconded Employees will\nbe paid hourly, with overtime in accordance with law. Amendment No. 1 to the GB Capital Secondment Agreement also added terms to Section\n4 providing for: GB Capital Seconded Employees’s eligibility to participate in the Company’s group health plans on the same\nterms as similarly situated employees; and GB Capital’s proposal of milestone-driven bonuses or incentive payments for GB Capital\nSeconded Employees, subject to the Company’s prior written approval.\n\nc.Terms were added to Section\n5 providing for: (i) the Company’s reimbursement to GB Capital for all costs and expenses associated with any GB Capital Seconded\nEmployee’s use of a company car in the course of providing services to the Company: (ii) the Company’s reimbursement to GB\nCapital for reasonable costs and expenses incurred in providing office space for GB Capital Seconded Employees during the secondment\nperiod, including rent, utilities, and related overhead, to the extent such office space is used for the performance of services for\nthe Company; (iii) the Company’s provision of a mobile phone and/or reimbursement for certain costs associated with the phone if\nin performing the secondment, a mobile phone and/or associated service plan is reasonably required; and (iv) the Company’s reimbursement\nto GB Capital for fees actually incurred in connection with the hiring and onboarding of GB Capital Seconded Employees.\n\nd.Amendment No. 1 to the GB Capital\nSecondment Agreement replaced Exhibit A of the GB Capital Secondment Agreement with a new Exhibit A setting forth (i) approved GB Capital\nSeconded Employees; and (ii) the Company’s payment of a fee equal to 30% of aggregate employment costs for all of the GB Capital\nSeconded Employees. Any additions of employees beyond those set forth in Exhibit A requires prior review and approval by the Board.\n\n39\n\nExcept as expressly amended by Amendment No. 1\nto the GB Capital Secondment Agreement, all other terms and conditions of the GB Capital Secondment Agreement remain unchanged and in\nfull force and effect. The foregoing summary of Amendment No. 1 to the GB Capital Secondment Agreement does not purport to be complete\nand is qualified in its entirety by reference to the full text of Amendment No. 1 to the GB Capital Secondment Agreement, a copy of which\nis included as Exhibit 10.26 in the the Form 10-K filed with the SEC on March 30, 2026 and is incorporated by reference.\n\nAs of the date of this Proxy Statement, the Company\nhas paid GB Capital a total of $384,534 for management fees, bonuses and fees and reimbursements under the Secondment Agreement. This\namount includes $48,026 in management fees and $232,508 in expense reimbursements. The reimbursed expenses cover costs and bonuses\nfor seconded GB Capital employees working on the Company’s operations, reimbursements for third party recruiting and temporary staffing\nfees paid by GB Capital and other personnel-related operating expenses required to operate the Company’s wholly owned subsidiaries.\n\n**Northstrive Companies Inc.**\n\nThe Company incurred consulting fees of $764,600\nand $365,900 to Northstrive Companies Inc., a company wholly owned by our Non-Employee, Non-Executive Chairman, Braeden Lichti, in 2025\nand 2024, respectively. In the fiscal year ending December 31, 2025, the Company has paid $328,800 to Northstrive in consulting fees under\nNorthstrive’s Consulting and Services Agreement for Non-Employee, Non-Executive Chairman, and has $285,800 due to Northstrive in\nbonus payments. As of the date of this Proxy Statement, the Company has $747,457 due to Northstrive in bonus payments and has paid $285,800\nto Northstrive in bonus payments under Northstrive’s Consulting and Services Agreement for Non-Employee, Non-Executive Chairman.\n\nAs amended and agreed to on May 1, 2023,\nand as effective on January 4, 2022, we entered into a consulting agreement (the “Northstrive Consulting Agreement”)\nwith Northstrive Companies Inc., a California corporation (“Northstrive”) owned and managed by Braeden Lichti. Pursuant to\nthe Northstrive Consulting Agreement, Northstrive is to assist us in a variety of business matters, including assistance in our overall\ninvestor outreach and communications strategy, and advising us on becoming a “public” company. As of December 31, 2025, the\nCompany had $324,736 due to Northstrive. We retained the option, but not the obligation to issue the amount of Compensation due Northstrive\nin shares of our Common Stock equal to our series A preferred stock price at $1.34138 per share (pre 200:1 stock consolidation, pre 1-for-7\nreverse stock split, pre 1-for-3.5 reverse stock split) equal to the value of the Compensation due to Northstrive for services provided\nthrough and up to March 31, 2023 and $3.00 per share (pre 200:1 stock consolidation, pre 1-for-7 split, and pre 1-for-3.5 Split).\nOn June 21, 2024, we entered into the Amended and Restated Consulting Agreement with Northstrive (the “First Amended Northstrive\nConsulting Agreement”), pursuant to which Mr. Lichti would serve as non-executive Chairman of the Company. As consideration\nfor his services as non-executive Chairman, the Company agreed to pay Northstrive $16,000 per month. For the fiscal year ended December 31,\n2025, we paid Northstrive $328,800 under the Northstrive Consulting Agreement. The First Amended Northstrive Consulting Agreement was\nfiled as Exhibit 10.13 in the Form S-1 filed with the SEC on February 12, 2025 and is incorporated herein by reference.\n\nOn October 25, 2024, the Company entered\ninto the Second Amended and Restated Consulting Agreement for Non-Executive Chairman (the “Second Amended Northstrive Companies\nConsulting Agreement”) with Northstrive. The Second Amended Northstrive Companies Consulting Agreement provided that, as consideration\nfor Mr. Lichti’s provision of his services as non-executive Chairman, as set forth more fully in such agreement, the Company\nwould compensate Northstrive as such: (i) an annual consultant fee of $300,000 per annum (the “Lichti Annual Consultant Fee”),\n1/12 of which Lichti Annual Consultant Fee will be paid to Northstrive once per calendar month (“Northstrive Payment Cycle”),\nprovided that Northstrive performs the Services required to be performed in each Northstrive Payment Cycle. The Company agreed that upon\nexecution of the Second Amended Northstrive Companies Consulting Agreement, the Company would make the following payments to Northstrive\n(such payments, the “Northstrive Sign-on Bonuses”): (A) a one-time bonus of $175,000, with (I) $100,000 of such\nbonus to be paid to Northstrive in cash and (II) $75,000 of such bonus to be remitted to Northstrive in Series B Preferred\nStock, with the cash equivalent of such shares of Series B Preferred Stock to be determined by mutual agreement of the Company and\nNorthstrive; and (B) 300,000 shares of Series B Preferred Stock. In the Board’s sole discretion, it may also award Northstrive\na bonus at the end of the applicable fiscal year in the amounts it determines in its sole discretion (each of such bonuses, the “Northstrive\nAnnual Bonus”), provided that Northstrive meets the Board’s performance objectives for Northstrive and Northstrive is engaged\nby the Company for such fiscal year in full. The target of the Northstrive Annual Bonus is 125% or greater of the Lichti Annual Consultant\nFee.\n\n40\n\nSubject to the terms of the Second Amended Northstrive\nCompanies Consulting Agreement, Northstrive is also entitled to each of the following bonus payments (collectively, the “Northstrive\nMilestone Bonuses”). Such Northstrive Milestone Bonuses are payable upon the occurrence of the following events, at which time the\nCompany shall remit the applicable Northstrive Milestone Bonuses to Northstrive as follows:\n\n(i)The Company shall pay Northstrive\n$150,000 for each Company acquisition consummated, provided that the target company of such acquisition has $2,000,000 in annual revenue\nor more upon consummation of the acquisition.\n\n(ii)The Company shall pay Northstrive\n$50,000 upon any closing of an equity or equity-linked financing of the Company which results in net proceeds being raised in such financing\nof $3,000,000 in a fiscal quarter (the closing which qualifies Northstrive for such payment, the “Northstrive Triggering Equity\nFinancing,” and such payment, the “Northstrive Equity Financing Bonus”). For the avoidance of doubt, Northstrive is\nentitled only to a one-time payment of the Northstrive Equity Financing Bonus $50,000 per fiscal quarter and the Company will not make\nfurther payments as a Northstrive Equity Financing Bonus in spite of the occurrence of any of the following events: (A) the closing\nof any equity or equity-linked financings subsequent to the Northstrive Triggering Equity Financing in such fiscal quarter which result\nin proceeds of $3,000,000 to the Company; (B) any closings for the same equity financing round subsequent to the Northstrive Triggering\nEquity Financing in such fiscal quarter which result in additional proceeds of $3,000,000 or more to the Company.\n\n(iii)The Company shall pay Northstrive\n$75,000 each time the Company achieves a Market Valuation (as defined in the Second Amended Northstrive Companies Consulting Agreement)\nof $10,000,000, $20,000,000, $30,000,000, and $40,000,000 (each of such payments, “Northstrive Valuation Payment”), provided\nthat each of such market valuations continue for each at least five (5) consecutive Trading Days, and provided further that\nthe Company may only recover any erroneously awarded amounts in Northstrive Valuation Payments for one (1) year following the date\nof such erroneous award.\n\n(iv)The Company shall pay Northstrive\n$300,000 each time the Company achieves a Market Valuation of $50,000,000 and $100,000,000, provided that each of such Market Valuations\ncontinues for each at least two (2) consecutive Trading Days.\n\nNotwithstanding anything to the contrary stated\nin the Second Amended Northstrive Companies Consulting Agreement, Northstrive may elect to accrue the Northstrive Milestone Bonuses and\nconvert the cash amount of the Northstrive Milestone Bonus into shares of the Company’s common stock or preferred stock. In such\nevent, the conversion ratio of the Northstrive Milestone Bonus shall be determined by mutual agreement between the Company and Northstrive.\nThe Second Amended Northstrive Companies Consulting Agreement was filed as Exhibit 10.20 in the Form S-1 filed with the SEC on February 12,\n2025 and is incorporated herein by reference.\n\nOn October 25, 2024, the Company entered\ninto the Amendment to the Second Amended Northstrive Companies Consulting Agreement, which stipulated that the Company’s issuances\nof Series B Preferred Stock to Northstrive as the Northstrive Sign-on Bonuses, were subject to stockholder approval. The Amendment\nto the Second Amended Northstrive Companies Consulting Agreement is filed as Exhibit 10.22 in the Form S-1 filed with the SEC on\nFebruary 12, 2025 and is incorporated herein by reference. For the fiscal year ended December 31, 2025, we paid Northstrive\n$328,800 under the Second Amended Northstrive Companies Consulting Agreement.\n\n41\n\nOn April 3, 2025, the Company entered into Amendment\nNo. 2 to the Second Amended Northstrive Companies Consulting Agreement, which amended and restated paragraph 1d of Exhibit B of the Second\nAmended and Restated Northstrive Companies Consulting Agreement to include:\n\n“d. *Milestone*-*based\nCash Bonuses*. Upon the occurrence of the following events, the Company shall remit the applicable cash bonuses to the Consultant as\nset forth in this Section 1(d) and subject to the terms and conditions of this Section 1(d):\n\n(i) The Company\nshall pay the Consultant $150,000 for each Company acquisition consummated, provided the target company of such acquisition has $2,000,000\nin annual revenue or more upon consummation of the acquisition;\n\n(ii) The Company\nshall pay the Consultant $50,000 upon any closing of an equity or equity-linked financing of the Company which results in net proceeds\nbeing raised in such financing of $3,000,000 in a fiscal quarter (the closing which qualifies the Consultant for such payment, the “Triggering\nEquity Financing,” and such payment, the “Equity Financing Bonus”). For the avoidance of doubt, the Consultant is entitled\nonly to a one-time payment of the Equity Financing Bonus $50,000 per fiscal quarter and the Company will not make further payments as\nan Equity Financing Bonus in spite of the occurrence of any of the following events: (A) the closing of any equity or equity-linked financings\nsubsequent to the Triggering Equity Financing in such fiscal quarter which result in proceeds of $3,000,000 to the Company; (B) any closings\nfor the same equity financing round subsequent to the Triggering Equity Financing in such fiscal quarter which result in additional proceeds\nof $3,000,000 or more to the Company.\n\n(iii) The\nCompany shall pay the Consultant $50,000 each time the Company achieves a Market Valuation (as defined below) of $5,000,000, $10,000,000,\n$15,000,000, $20,000,000, and $25,000,000 (each of such payments, “Valuation Payment”); *provided that* each of such\nMarket Valuations continue for each at least five (5) consecutive Trading Days (as defined below), and *provided further*that the\nCompany may only recover any erroneously awarded amounts in Valuation Payments for one (1) year following the date of such erroneous award.\n\n(iv) The Company\nshall pay the Consultant $600,000 each time the Company achieves a Market Valuation of $50,000,000 and $100,000,000; *provided that*\neach of such Market Valuations continues for each at least two (2) consecutive Trading Days.\n\n(v) The Board,\nin its sole discretion, may award a cash or equity bonus payment (“Licensing Milestone Bonus”) to the Consultant upon the\nCompany or any of its Subsidiaries’ (as defined below) entry into a license agreement which provides for (A) the Company or Subsidiary’s\nlicense of any intellectual property rights of the Company or Subsidiary to another party, including the license of intellectual property\nrights of the Company or Subsidiary to each other, or (B) a third party’s license of intellectual property rights to the Company\nor Subsidiary; *provided, however*, that if the Board determines to award the Licensing Milestone Bonus to the Consultant in the\nform of preferred stock, such preferred stock issuance is subject to the approval of the Company’s shareholders.\n\n“Subsidiary”\nmeans any corporation or other entity of which a majority of (i) the voting power of the voting equity securities or (ii) the outstanding\nequity interests is owned, directly or indirectly, by the Company.”\n\n(vi) Notwithstanding\nanything to the contrary in this Second A&R Agreement, the Consultant may elect to accrue the payments due to the Consultant under\nSection 1(d) of this Exhibit B (each, a “Milestone Bonus”) convert the cash amount of the Milestone Bonus into shares of the\nCompany’s common stock or preferred stock. In such event, the conversion ratio of the Milestone Bonus shall be determined by mutual\nagreement between the Company and the Consultant, *provided, however*, that if the Consultant determines to receive the Milestone\nBonus payment in the form of preferred stock, the Milestone Bonus payment is subject to the approval of the Company’s shareholders.”\n\n42\n\nCapitalized terms used in the text quoted immediately\nabove have the meanings set forth in Amendment No. 2 to the Second Amended Northstrive Companies Consulting Agreement. The Second Amended\nNorthstrive Consulting Agreement further clarified that (the equity grants made to Northstrive under Section 2 of Exhibit B of the Northstrive\nConsulting Agreement, if determined by the Board to be in the form of preferred stock, is subject to the approval of the Company’s\nshareholders. The foregoing summary of Amendment No. 2 to the Second Amended Northstrive Consulting Agreement does not purport to be complete\nand is subject to and is qualified in its entirety by a copy of Amendment No. 2 to the Second Amended Northstrive Consulting Agreement,\nfiled as Exhibit 10.8 in the Form 10-K filed with the SEC on March 30, 2026 and incorporated herein by reference.\n\nOn August 12, 2025, the Company entered into Amendment\nNo. 3 to the Second Amended Northstrive Consulting Agreement, which provided for the Company’s grant of Acquisition Awards (as defined\nbelow) to Northstrive on the consummation of any acquisition of (i) an entity, (ii) assets, or (iii) capital stock by the Company or any\nSubsidiary (as defined below). The amount of the Acquisition Award will be calculated based on the total purchase price of the consummated\nacquisition, regardless of whether or not such purchase price is paid in cash, stock, assumed debt, or other consideration (such purchase\nprice, the “Agreement Acquisition Value”), and will be determined as follows:\n\n(i)Agreement Acquisition Value\nfrom $0 to $5,000,000 – Northstrive is entitled to an Acquisition Award of 5% of the Northstrive Agreement Acquisition Value;\n\n(ii)Agreement Acquisition Value\nover $5,000,000 to $10,000,000 – Northstrive is entitled to an Acquisition Award of 6% of the Northstrive Agreement Acquisition\nValue;\n\n(iii)Agreement Acquisition Value\nover $10,000,000 to $20,000,000 – Northstrive is entitled to an Acquisition Award of 7% of the Northstrive Agreement Acquisition\nValue; and\n\n(iv)Agreement Acquisition Value\nover $20,000,000 - Northstrive is entitled to an Acquisition Award of 8% of the Northstrive Agreement Acquisition Value.\n\nIn addition to the determinations of Agreement\nAcquisition Value set forth above, the Compensation Committee may, in its sole discretion, determine to award Northstrive an additional\n1% of the applicable percentage of the Acquisition Value if: (i) the Board and/or Compensation Committee projects the applicable acquisition\nto be earnings before interest, tax, depreciation, and amortization (EBITDA) or net income accretive within twelve (12) months of closing\nor (b) the Compensation Committee deems the applicable acquisition as an advancement to the Company’s long-term growth objectives,\ncompetitive positioning, and/or operational capabilities.\n\nIf Northstrive elects to receive its Acquisition\nAward in the form of RSUs or restricted stock, the number of RSUs (“RSU Award Amount”) or restricted stock granted shall equal\n(x) the dollar value of the Acquisition Award divided by (y) the trailing five (5) day volume-weighted average price (VWAP) of the Company’s\ncommon stock ending on the trading day prior to the acquisition closing date (such RSU Award Amount rounded down to the nearest whole\nshare). The RSUs or restricted stock granted to Northstrive will be fully vested and shall not be subject to any further service or performance\nconditions.\n\nAmendment No. 3 to the Second Amended Northstrive\nConsulting Agreement also provided for the name change of the Second Amended Northstrive Consulting Agreement, going forward, to “Consulting\nand Services Agreement for Non-Employee, Non-Executive Chairman.” Amendment No. 3 to the Second Amended Northstrive Consulting Agreement\nis filed as Exhibit 10.16 herein.\n\nOn October 16, 2025, the Company entered into\nAmendment No. 4 to the Northstrive Consulting Agreement with Northstrive.\n\n43\n\nAmendment No. 4 to the Northstrive Consulting\nAgreement modified the terms of the Consulting and Services Agreement for Non-Employee, Non-Executive Chairman between the Company and\nNorthstrive dated October 25, 2024 as follows:\n\na.Amend subsection 1(a) to state\nthat NorthStrive’s the “Non-Executive Chairman” title is for consulting purposes only and does not confer officer,\nemployee, or director status on Northstrive.\n\nb.Replace all references to “Severance\nPayment” and “Severance Event” in Section 4 to “Termination Payment” and “Termination Event.”\n\nc.Amend Section 4 to: (i) additionally\nprovide that Northstrive is entitled to payment for all services performed and approved expenses incurred up to the effective date of\ntermination of the Northstrive Consulting Agreement, (ii) remove any references in Section 4 to the requirement that Northstrive execute\na separation agreement and release of claims as a condition to payment, and (iii) remove any language stating the Northstrive’s\nunvested options will not accelerate on termination not for Cause.\n\nd.Amend Section 6 to state that\nNorthstrive shall determine the method, details, and means of performing its services, subject only to the results required by the Company.\n\ne.Amend and restate subsection\n6(a) to provide that Northstrive is expressly authorized to enter into contracts and make commitments on behalf of the Company, subject\nto any limitations or approval requirements established by the Board or as otherwise provided in writing by the Company.\n\nf.Amend and restate subsection\n6(b)’s provisions regarding Northstrive’s ineligibility for the Company’s employee benefits;\n\ng.Amend and restate subsection\n6(c)’s provisions regarding Northstrive’s tax responsibilities for compensation paid under the Northstrive Consulting Agreement;\n\nh.Amend Section 7 to state that\nNorthstrive retains the right to provide services to others, subject to applicable noncompete/conflict provisions in the Northstrive\nConsulting Agreement; and\n\ni.Add a new subsection 10(a)\nto emphasize that Northsrive does not have an employment relationship, partnership, joint venture, fiduciary, or agency relationship\nwith the Company under the Northstrive Consulting Agreement.\n\nCapitalized terms used the description of Amendment\nNo. 4 to the Northstrive Consulting Agreement in this Annual Report have the meanings set forth therein.\n\nExcept as expressly amended in Amendment No. 4\nto the Northstrive Consulting Agreement, the Northstrive Consulting Agreement remains in full force and effect. The foregoing summary\ndoes not purport to be complete and is qualified in its entirety by reference to the full text of Amendment No. 4 to the Northstrive Consulting\nAgreement, a copy of which is filed as Exhibit 10.29 in the Form 10-K filed with the SEC on March 30, 2026.\n\nOn March 17, 2026, the\nCompany entered into Amendment No. 5 to the Consulting and Services Agreement for Non-Employee, Non-Executive Chairman (“Amendment\nNo. 5 to the Northstrive Consulting Agreement”) with Northstrive. Amendment No. 5 to the Northstrive Consulting Agreement amended\nand restated Section 1(a) of Exhibit B of the Northstrive Consulting Agreement such that Northstrive’s annual consultant fee is\n$360,000 per annum. Amendment No. 5 to the Northstrive Consulting Agreement also provided that, for the avoidance of doubt, for the 2026\nfiscal year, Northstrive is entitled to this annual consultant fee beginning on January 1, 2026.\n\nExcept as expressly amended\nin Amendment No. 5 to the Northstrive Consulting Agreement, the Northstrive Consulting Agreement remains in full force and effect. The\nforegoing summary of Amendment No. 5 to the Northstrive Consulting Agreement does not purport to be complete and is qualified in its entirety\nby reference to the full text of Amendment No. 5 to the Northstrive Consulting Agreement, a copy of which is filed as Exhibit 10.2 to\nthe Form 8-K filed with the SEC on March 23, 2026 and is incorporated herein by reference.\n\n44\n\n**Secondment Agreement with Northstrive**\n\nOn May 7, 2025, the Company entered into a Secondment\nAgreement with Northstrive, pursuant to which Northstrive agreed to second certain of its employees (each, a “Northstrive Employee”\nand, collectively, the “Northstrive Employees”) to the Company from time to time to provide certain services in accordance\nwith the terms of the Northstrive Secondment Agreement. The Northstrive Employees will remain employees of Northstrive during their respective\nperiods of secondment (each, a “Northstrive Employee Secondment Period”) and will not be employees of the Company. Under\nthe Northstrive Secondment Agreement, Northstrive shall pay each Northstrive Employee’s salary, incentives, health and retirement\nbenefits, and other applicable compensation or benefits Northstrive Employee is entitled to as an employee of Northstrive. As consideration\nfor Northstrive making Northstrive Employees available to provide services during the Northstrive Employee Secondment Period, the Company\nwill reimburse Northstrive on a monthly basis based on (i) an agreed hourly rate set forth in the Secondment Agreement, multiplied by\n(ii) actual hours worked by the Northstrive Employee. Except as otherwise set forth in the Northstrive Secondment Agreement, each party\nto the Northstrive Secondment Agreement shall bear its own costs and expenses in connection with the Northstrive Secondment Agreement.\nHowever, if any extraordinary costs or expenses not contemplated by the Northstrive Secondment Agreement arise in connection with the\nNorthstrive Secondment Agreement, including travel and expenses, the Company will reimburse Northstrive for such costs and expenses,\nprovided that (i) the Company provided its written consent prior to Northstrive’s incurrence of such costs and expenses, and (ii)\nsuch costs and expenses are documented to the reasonable satisfaction of the Company.\n\nPursuant to the terms of the Northstrive Secondment\nAgreement, each Northstrive Employee will provide services to the Company as agreed between the parties up to the number of hours per\nweek specified in the Northstrive Secondment Agreement. Further, each Northstrive Employee shall provide services at the Company’s\nprincipal place of business or such other place as the parties may agree. The Company has full and exclusive responsibility for each Northstrive\nEmployee’s actions performed in service to the Company during the Northstrive Secondment Period.\n\nThe Company may terminate the services provided\nby any Northstrive Employee at any time by providing at least fifteen (15) days’ prior written notice of termination to Northstrive.\nUpon the termination of any Northstrive Employee’s employment with Northstrive, any Northstrive Employee’s services to the\nCompany will also terminate, and if such employment with Northstrive is terminated, Northstrive shall provide notice of the same to the\nCompany. Either party may terminate the Northstrive Secondment Agreement by providing at least 90 days’ written notice of termination\nto the other party. If a party is in breach or default of any provision of the Northstrive Secondment Agreement and does not cure such\nbreach or default within ten (10) days, the other party may terminate the Agreement upon ten (10) days’ written notice to the other\nparty, with such notice to be made pursuant to the terms of the Northstrive Secondment Agreement.\n\nThe Northstrive Secondment Agreement contains\ncustomary provisions relating to confidentiality, indemnification, and limitations on liability. The foregoing summary of the Northstrive\nSecondment Agreement does not purport to be complete and is subject to and are qualified in their entirety by a copy of the Northstrive\nSecondment Agreement, filed as Exhibit 10.11 in the Form 10-K filed with the SEC on March 30, 2026 and incorporated herein by reference.\n\nAs of the date of this Proxy Statement, the Company has paid NorthStrive\na total of $459,187 for management fees, bonuses and fees and reimbursements under the Secondment Agreement. This amount includes\n$50,820 in management fees and $276,367 in expense reimbursements. The reimbursed expenses cover costs and bonuses\nfor seconded NorthStrive employees working on the Company’s operations, reimbursements for third party recruiting and temporary\nstaffing fees paid by Northstrive, and other personnel-related operating expenses required to operate the Company’s wholly owned\nsubsidiaries.\n\nOn October 16, 2025, the Company entered into\nAmendment No. 1 to the Northstrive Secondment Agreement with Northstrive.\n\nAmendment No. 1 to the Northstrive Secondment\nAgreement amends the Northstrive Secondment Agreement as follows:\n\na.\nThe effective date of the Northstrive Secondment Agreement was amended to October 16, 2025.\n\n45\n\nb.\nSection 4 of the Northstrive Secondment Agreement was amended and supplemented to state that the Northstrive Seconded Employees are classified as exempt under applicable law and will be paid on a salary basis, while non-exempt Northstrive Seconded Employees will be paid hourly, with overtime in accordance with law. Amendment No. 1 to the Northstrive Secondment Agreement also added terms to Section 4 providing for: Northstrive Seconded Employees’ eligibility to participate in the Company’s group health plans on the same terms as similarly situated employees; and Northstrive’s proposal of milestone-driven bonuses or incentive payments for Northstrive Seconded Employees, subject to the Company’s prior written approval.\n\nOn June 19, 2024, the Company entered into an\nUnsecured Revolving Line of Credit Promissory Note (the “Revolving Note”) with NorthStrive Fund II LP, an entity owned and\ncontrolled by Braeden Lichti. The Revolving Note provided for a $200,000 unsecured line of credit to the Company with a maturity date\nof June 19, 2025, and interest calculated at the rate of twenty percent (20.0%) per annum on the outstanding principal balance through\nthe maturity date. Under the Revolving Note, the Company may prepay any outstanding balance of the Revolving Note at any time, *provided\nthat* interest due on the Revolving Note is simultaneously satisfied in full. As of the date of this Proxy Statement, the Revolving\nNote has been repaid in full. The largest aggregate amount of principal outstanding in the last two (2) fiscal years was $200,000, and\nthe interest paid in that time was $40,000.\n\n46\n\n**Director Independence**\n\n** **\n\nMr. Parry, Ms. Daley, and Mr. Kovalyov\nare each “independent” within the meaning of Nasdaq Rule 5605(b)(1).\n\n**STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS**\n\n** **\n\n**Stockholder Proposals**\n\n** **\n\n*Proposals Submitted Pursuant to Rule 14a-8\nunder the Exchange Act*\n\n* *\n\nPursuant to the various rules promulgated by the\nSEC, stockholders interested in submitting a proposal to be considered for inclusion in our proxy materials and for presentation at the\nCompany’s 2027 Annual Meeting of Stockholders (the “2027 Annual Meeting”) may do so by following the procedures set\nforth in Rule 14a-8 under the Exchange Act. In general, to be eligible for inclusion in our proxy statement and form of proxy for the\n2027 Annual Meeting, Rule 14a-8 stockholder proposals must be received by the Company at 120 Newport Center Drive, Newport Beach, CA 92660,\nby February 5, 2027. Such a proposal must also comply with the requirements as to form and substance established by the SEC for such proposals.\n\n*Proposals Submitted Outside of Rule 14a-8 under\nthe Exchange Act*\n\n* *\n\nAny stockholder of record of the Company who desires\nto submit a proposal of business (other than stockholder proposals submitted in accordance with Rule 14a-8) for action at the 2027 Annual\nMeeting must deliver written notice of an intent to make such proposal of business to the Company’s Corporate Secretary at PMGC\nHoldings Inc., 120 Newport Center Drive, Newport Beach, CA 92660, no earlier than February 5, 2027, nor later than 5:00 p.m., Pacific\nTime, on March 7, 2027. However, if the date of the 2026 Annual Meeting is advanced or delayed by more than 30 days from the first anniversary\nof the date of the Annual Meeting, then such notice must be delivered to the Company’s Corporate Secretary not earlier than the\n120th day prior to the date of the 2027 Annual Meeting and not later than 5:00 p.m., Pacific Time, on the later of the 90th day prior\nto the date of the 2027 Annual Meeting, as originally convened, or the tenth day following the day on which public announcement of the\ndate of such meeting is first made. Any such notice must also comply with the disclosure, procedural, and other requirements as set forth\nin the Company’s bylaws. Pursuant to the Company’s bylaws, the public announcement of a postponement or adjournment of an\nannual meeting shall not commence a new time period for the giving of a stockholder’s advance notice of proposals.\n\n*Discretionary Authority Pursuant to Rule 14a-4(c)\nof the Exchange Act*\n\n* *\n\nIf a stockholder who wishes to present a proposal\nbefore the 2027 Annual Meeting outside of Rule 14a-8 of the Exchange Act fails to notify us by the required dates indicated above for\nthe receipt of advance notices of stockholder proposals submitted outside of Rule 14a-8 of the Exchange Act, the proxies that our Board\nsolicits for the 2027 Annual Meeting will confer discretionary authority on the person named in the proxy to vote on the stockholder’s\nproposal if it is properly brought before that meeting subject to compliance with Rule 14a-4(c) of the Exchange Act. If a stockholder\nmakes timely notification, the proxies may still confer discretionary authority to the person named in the proxy under circumstances consistent\nwith the SEC’s proxy rules, including Rule 14a-4(c) of the Exchange Act.\n\n*Director Nominations*\n\n* *\n\nAny stockholder of record of the Company who\ndesires to nominate one or more director candidates at the 2027 Annual Meeting must deliver an advance written notice of its intent\nto make such director nomination to the Company’s Corporate Secretary at PMGC Holdings Inc., 120 Newport Center Drive, Newport\nBeach, CA 92660 no earlier than February 5, 2027, nor later than 5:00 p.m., Pacific Time, on March 7, 2027. However, if the\ndate of the 2026 Annual Meeting is advanced or delayed by more than 30 days from the first anniversary of the date of the Annual\nMeeting, then such notice must be delivered to the Company’s Corporate Secretary not earlier than the 150th day prior to the\ndate of the 2027 Annual Meeting and not later than 5:00 p.m., Pacific Time, on the later of the 120th day prior to the date of the\n2027 Annual Meeting, as originally convened, or the tenth day following the day on which public announcement of the date of such\nmeeting is first made. Any such notice must also comply with the disclosure, procedural, and other requirements as set forth in\nPMGC’s bylaws.\n\n47\n\nIn addition, to comply with the universal proxy\nrules contained in Rule 14a-19 under the Exchange Act, any stockholder who intends to solicit proxies for the 2027 Annual Meeting in support\nof director nominees other than the Board’s nominees must provide notice, in accordance with the time periods set forth in Rule\n14a-19, that sets forth the information required by Rule 14a-19, including providing a statement that such stockholder intends to solicit\nthe holders of shares representing at least 67% of the voting power of the Company’s shares entitled to vote on the election of\ndirectors in support of director nominees other than the Company’s nominees.\n\n**ANNUAL REPORT ON FORM 10-K**\n\nCompany stockholders will receive in the mail\nor be able to view this Proxy Statement and the Annual Report over the Internet at www.sec.gov, by following the instructions provided\nin your Notice of Availability of Proxy Materials or by going to the website www.proxyvote.com and following the instructions. The Annual\nReport contains important information about the Company and its financial condition that is not included in this Proxy Statement. If you\nprefer a paper copy of the proxy materials, you may request one by calling (888) 445-4886.\n\n** **\n\n**WHERE YOU CAN FIND MORE INFORMATION ABOUT PMGC**\n\nAs a reporting company, we are subject to the\ninformational requirements of the Exchange Act and accordingly file our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q,\nCurrent Reports on Form 8-K, proxy statements and other information with the SEC. As an electronic filer, our public filings\nare maintained on the SEC’s Internet site that contains reports, proxy information statements, and other information regarding issuers\nthat file electronically with the SEC. The address of that website is *www.sec.gov*. In addition, our Annual Reports on\nForm 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished\npursuant to Section 13(a) or 15(d) of the Exchange Act, may be accessed free of charge through our website, as soon\nas reasonably practicable after we have electronically filed such material with, or furnished it to, the SEC. Also, our Code of Conduct,\nas well as the Charters for our Audit Committee, Compensation Committee and Nominating Committees are available on our website and amendments\nto, or waivers of, the Code of Conduct will be disclosed on our website. The address of our website is *www.pmgcholdings.com*;\nhowever, the information found on our website is not part of this Proxy Statement.\n\nTo reduce expenses, only one copy of this Proxy\nStatement and related materials is being delivered to multiple security holders sharing an address unless otherwise requested.\n\nOur Common Stock is traded on The Nasdaq Capital\nMarket under the symbol “ELAB.”\n\nOur transfer agent is Vstock Transfer, LLC. The\nTransfer Agent’s address is 18 Lafayette Place, Woodmere, NY 11598.\n\nYou may request copies of documents we have filed\nwith the SEC, as well as copies of documents that appear on our website, from us, without charge, upon written or oral request to:\n\nPMGC Holdings Inc.\n\n120 Newport Center Drive\n\nNewport Beach, CA 92660\n\nAttn: Corporate Secretary\n\nTelephone: (888) 445-4886\n\n48\n\n** **\n\n**OTHER MATTERS**\n\nThe Board knows of no other matters that will\nbe presented for consideration at the Annual Meeting. If any other matters are properly brought before the meeting, it is the intention\nof the persons named in the accompanying proxy to vote on such matters in accordance with their best judgment.\n\nBy Order of the Board of Directors,\n\n/s/ Braeden Lichti\n\nBraeden Lichti\n\nMay 15, 2026\nNon-Employee, Non-Executive Chairman of the Board of Directors\n\n49\n\n**Appendix A**\n\n****\n\n**PMGC HOLDINGS INC.**\n\n**2025 EQUITY INCENTIVE PLAN**\n\nEffective Date: September 15, 2025\n\n1. Purposes of the Plan. The purposes of\nthis 2025 Equity Incentive Plan are:\n\n●to attract and retain the best\navailable personnel for positions of substantial responsibility,\n\n●to provide additional incentive\nto Employees, Directors and Consultants, and\n\n●to promote the success of the\nCompany’s business.\n\nThe Plan permits the grant\nof Incentive Stock Options, Non-statutory Stock Options, Restricted Stock, and Restricted Stock Units, and other equity awards.\n\n2. Definitions. As used herein, the following\ndefinitions will apply:\n\n(a) “Administrator”\nmeans the Compensation Committee of the Board or the Board, if the Compensation Committee of the Board does not exist, which administration\nwill be executed, in any event, in accordance with Section 4 of the Plan.\n\n(b) “Applicable\nLaws” means the requirements relating to the administration of equity-based awards under U.S. state corporate laws, U.S. federal\nand state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable\nlaws of any foreign country or jurisdiction where Awards are, or will be, granted under the Plan.\n\n(c) “Award”\nmeans: (i) individually or collectively, a grant of Options, Restricted Stock, Restricted Stock Units, and other equity awards, each of\nsuch grants under the Plan; and (ii) awards made under the Company’s former equity incentive plan, the Amended 2020 Equity Incentive\nPlan.\n\n(d) “Award Agreement”\nmeans the written or electronic agreement setting forth the terms and provisions applicable to each Award granted under the Plan. The\nAward Agreement is subject to the terms and conditions of the Plan.\n\n(e) “Board”\nmeans the Board of Directors of the Company.\n\n(f) “Cause”\nmeans:\n\n(i)with respect to an Employee, (A)\nas such term is defined in the individual employment agreement or other engagement agreement between the Employee and the Company, or\n(B) if no such agreement is in place, then “Cause” mean any one of the following: (1) conviction of any felony involving\nmoral turpitude or affecting the Company; (2) any failure to carry out, as an Employee of the Company a reasonable directive of the Chief\nExecutive Officer, the Board or the Employee’s direct supervisor, which involves the business of the Company and which was capable\nof being lawfully performed by the Employee; (3) embezzlement or theft of funds of the Company; (4) any breach of the Employee’s\nfiduciary duties or duties of care of the Company (if any); including, without limitation, self-dealing, prohibited disclosure of confidential\ninformation of, or relating to, the Company, or engagement in any business competitive to the business of the Company; (5) any conduct\n(other than conduct in good faith) reasonably determined by the Board to be materially detrimental to the Company, and (6) any other\ncircumstances under which the Company is entitled to terminate Employee’s employment with the Company without paying the Employee\nseverance pay under Applicable Laws;\n\nA-1\n\n(ii)with respect to a Consultant,\n(A) as such term is defined in the individual engagement agreement between Northstrive and the Company or the Parent or Subsidiary, or\n(B) if no such agreement is in place, then “Cause” shall mean any one of the following: (1) conviction of any felony\ninvolving moral turpitude or affecting the Company; (2) any failure to carry out, as a Consultant of the Company, the Parent or Subsidiary\na reasonable directive of the Chief Executive Officer, the Board or Northstrive’s direct supervisor, each at the Company, Parent,\nor Subsidiary (as applicable), which involves the business of the Company, the Parent, or Subsidiary (as applicable) and which was capable\nof being lawfully performed by Northstrive; (3) embezzlement or theft of funds of the Company, Parent, or Subsidiary; (4) any breach\nof Northstrive’s fiduciary duties or duties of care of the Company, Parent, or Subsidiary (if any, and as applicable); including,\nwithout limitation, self-dealing, prohibited disclosure of confidential information of, or relating to, the Company, or engagement in\nany business competitive to the business of the Company, Parent, or Subsidiary; (5) any conduct (other than conduct in good faith) reasonably\ndetermined by the Board to be materially detrimental to the Company, Parent, or Subsidiary, and (6) any other circumstances under which\nthe Company is entitled to terminate Consultant without reimbursing Northstrive under Applicable Laws;\n\n(iii)with respect to a Director, as\nsuch term is defined in the individual engagement between the Director and the Company, whether such engagement agreement is a Director\nAgreement, consulting agreement, or such other agreement.\n\n(g) “Change in Control”\nmeans the occurrence of any of the following events:\n\n(i) Change in Ownership of\nthe Company. A change in the ownership of the Company which occurs on the date that any one person, or more than one person acting\nas a group (“Person”), acquires ownership of the stock of the Company that, together with the stock held by such Person, constitutes\nmore than 50% of the total voting power of the stock of the Company, except that any change in the ownership of the stock of the Company\nas a result of a private financing of the Company that is approved by the Board will not be considered a Change in Control; or\n\n(ii) Change in Effective\nControl of the Company. If the Company has a class of securities registered pursuant to Section 12 of the Exchange Act, a change in\nthe effective control of the Company which occurs on the date that a majority of members of the Board is replaced during any twelve (12)\nmonth period by Directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of\nthe appointment or election. For purposes of this clause (ii), if any Person is considered to be in effective control of the Company,\nthe acquisition of additional control of the Company by the same Person will not be considered a Change in Control; or\n\n(iii) Change in Ownership\nof a Substantial Portion of the Company’s Assets. A change in the ownership of a substantial portion of the Company’s\nassets which occurs on the date that any Person acquires (or has acquired during the twelve (12) month period ending on the date of the\nmost recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to or more\nthan 50% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions.\nFor purposes of this subsection (iii), gross fair market value means the value of the assets of the Company, or the value of the assets\nbeing disposed of, determined without regard to any liabilities associated with such assets.\n\nFor purposes of this Section\n2(g), persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation,\npurchase or acquisition of stock, or similar business transaction with the Company.\n\nNotwithstanding the foregoing,\na transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event within the meaning\nof Code Section 409A, as it has been and may be amended from time to time, and any proposed or final Treasury Regulations and Internal\nRevenue Service guidance that has been promulgated or may be promulgated thereunder from time to time.\n\nFurther, and for the avoidance\nof doubt, a transaction will not constitute a Change in Control if: (i) its sole purpose is to change the jurisdiction of the Company’s\nincorporation; or (ii) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the\npersons who held the Company’s securities immediately before such transaction.\n\n(g) “Code”\nmeans the Internal Revenue Code of 1986, as amended. Any reference to a section of the Code herein will be a reference to any successor\nor amended section of the Code.\n\n(h) “Common Stock”\nmeans the common stock of the Company, par value $0.0001.\n\n(i) “Company”\nmeans PMGC Holdings Inc., a Nevada corporation, or any successor thereto.\n\nA-2\n\n(j) “Consultant”\nmeans any person, including an advisor, engaged by the Company or a Parent or Subsidiary to render services to such entity.\n\n(k) “Director”\nmeans a member of the Board.\n\n(l) “Disability”\nmeans total and permanent disability as defined in Code Section 22(e)(3), provided that in the case of Awards other than Incentive Stock\nOptions, the Administrator in its discretion may determine whether a permanent and total disability exists in accordance with uniform\nand non-discriminatory standards adopted by the Administrator from time to time.\n\n(m) “Effective Date”\nmeans the effective date of this Plan, September [*], 2025.\n\n(n) “Employee”\nmeans any person, including officers and Directors, employed by the Company or any Parent or Subsidiary of the Company. Neither service\nas a Director nor payment of a director’s fee by the Company will be sufficient to constitute “employment” by the Company.\n\n(o) “Exchange Act”\nmeans the Securities Exchange Act of 1934, as amended.\n\n(p) “Exchange Program”\nmeans a program under which (i) outstanding Awards are surrendered or cancelled in exchange for Awards of the same type (which may have\nhigher or lower exercise prices and different terms), Awards of a different type, and/or cash, (ii) Participants would have the opportunity\nto transfer any outstanding Awards to a financial institution or other person or entity selected by the Administrator, and/or (iii) the\nexercise price of an outstanding Award is reduced or increased. The Administrator will determine the terms and conditions of any Exchange\nProgram in its sole discretion.\n\n(q) “Fair Market\nValue” means, as of any date, the value of Common Stock determined as follows:\n\n(i) If the Common Stock is listed\non any established stock exchange or a national market system, including without limitation the Nasdaq Global Select Market, the Nasdaq\nGlobal Market or the Nasdaq Capital Market of The Nasdaq Stock Market, its Fair Market Value will be the closing sales price for such\nstock (or the closing bid, if no sales were reported) as quoted on such exchange or system on the day of determination, as reported in\n*The Wall Street Journal*or such other source as the Administrator deems reliable;\n\n(ii) If the Common Stock is\nregularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value of a Share will be the mean\nbetween the high bid and low asked prices for the Common Stock on the day of determination (or, if no bids and asks were reported on that\ndate, as applicable, on the last trading date such bids and asks were reported), as reported in *The Wall Street Journal*or such\nother source as the Administrator deems reliable; or\n\n(iii) In the absence of an established\nmarket for the Common Stock, the Fair Market Value will be determined in good faith by the Administrator using one of the valuation methods\nset forth in Section 1.409A-1(b)(5)(iv)(B)(2) of the Treasury Regulation. Such determination shall be conclusive and binding on all persons.\n\n(r) “Incentive Stock\nOption” means an Option that by its terms qualifies and is otherwise intended to qualify as an incentive stock option within\nthe meaning of Code Section 422 and the regulations promulgated thereunder.\n\n(s) “Non-statutory\nStock Option” means an Option that by its terms does not qualify or is not intended to qualify as an Incentive Stock Option.\n\n(t) “Option”\nmeans a stock option granted pursuant to the Plan.\n\n(u) “Parent”\nmeans a “parent corporation,” whether now or hereafter existing, as defined in Code Section 424(e).\n\n(v) “Participant”\nmeans the holder of an outstanding Award.\n\nA-3\n\n(w) “Period of Restriction”\nmeans the period during which the transfer of Shares of Restricted Stock are subject to restrictions and therefore, the Shares are subject\nto a substantial risk of forfeiture. Such restrictions may be based on the passage of time, the achievement of target levels of performance,\nor the occurrence of other events as determined by the Administrator.\n\n(x) “Plan”\nmeans this 2025 Equity Incentive Plan.\n\n(y) “Restricted\nStock” means Shares issued pursuant to an Award of Restricted Stock under Section 7 of the Plan, or issued pursuant to the early\nexercise of an Option.\n\n(zz) “Restricted\nStock Units” means a bookkeeping entry representing an amount equal to the Fair Market Value of one Share, granted pursuant\nto Section 8 of this Plan. Each Restricted Stock Unit represents an unfunded and unsecured obligation of the Company.\n\n(aa) “Service Provider”\nmeans an Employee, Director or Consultant. For purposes of clarification, a member of the board of directors (or similar governing body)\nof any Subsidiary shall be deemed to be a Service Provider.\n\n(bb) “Share”\nmeans a share of the Common Stock, as adjusted in accordance with Section 12 of the Plan.\n\n(cc) “Subsidiary”\nmeans a “subsidiary corporation,” whether now or hereafter existing, as defined in Code Section 424(f).\n\n3. Stock Subject to the Plan.\n\n(a) Stock Subject to the\nPlan. Subject to the provisions of Section 12 of the Plan, the maximum aggregate number of Shares that may be subject to Awards and\nsold under the Plan is [*] Shares. The Shares may be authorized but unissued, or reacquired Common Stock.\n\n(b) Lapsed Awards.\nIf an Award expires or becomes unexercisable without having been exercised in full, is surrendered pursuant to an Exchange Program, or,\nwith respect to Restricted Stock, is forfeited to or repurchased by the Company due to the failure to vest, the unpurchased Shares (or\nfor Awards other than Options the forfeited or repurchased Shares) which were subject thereto will become available for future grant or\nsale under the Plan (unless the Plan has terminated). Shares that have actually been issued under the Plan under any Award will not be\nreturned to the Plan and will not become available for future distribution under the Plan; provided, however, that if Shares issued pursuant\nto Awards of Restricted Stock are repurchased by the Company or are forfeited to the Company due to the failure to vest, such Shares will\nbecome available for future grant under the Plan. Shares used to pay the exercise price of an Award or to satisfy the tax withholding\nobligations related to an Award will become available for future grant or sale under the Plan. To the extent an Award under the Plan is\npaid out in cash rather than Shares, such cash payment will not result in reducing the number of Shares available for issuance under the\nPlan. Notwithstanding the foregoing and, subject to adjustment as provided in Section 12, the maximum number of Shares that may be issued\nupon the exercise of Incentive Stock Options will equal the aggregate Share number stated in Section 3(a), plus, to the extent allowable\nunder Code Section 422 and the Treasury Regulations promulgated thereunder, any Shares that become available for issuance under the Plan\npursuant to this Section 3(b).\n\n(c) Share Reserve.\nThe Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as will be sufficient to\nsatisfy the requirements of the Plan, *provided that*: (i) on the Effective Date, the Company shall reserve and keep available for\nissuance under this Plan no less than twenty five percent (25%) of the Shares issued and outstanding as of the Effective Date; (ii) notwithstanding\nanything to the contrary in this Plan, on January 1 of each calendar year after the Effective Date, the number of shares of Common Stock\nreserved and available for issuance under this Plan will automatically increase by an amount equal to the lesser of: (A) ten percent (10%)\nof the Shares issued and outstanding as of January 1 of the applicable calendar year; and (B) such lesser amount as determined by the\nBoard, in its sole discretion; and (iii) on the occurrence of any event set forth in Section 12, the number of Shares reserved and available\nfor issuance under this Plan will be adjusted pursuant to the terms of Section 12. Notwithstanding anything to the contrary in this Section\n3(c) and subject to Section 17(b), any increases to the Shares reserved and issuable under this Plan other than as set forth in subclauses\n3(c)(ii) and 3(c)(iii) herein will require stockholder approval.\n\nA-4\n\n4. Administration of the Plan.\n\n(a) Procedure. The\nPlan will be administered by (A) the Compensation Committee or (B) the Board, if the Compensation Committee does not exist, and in any\nevent, the Administrator shall administer the Plan in compliance with Applicable Laws.\n\n(b) Powers of the Administrator.\nSubject to the provisions of the Plan, and in the case of the Compensation Committee, subject to the specific duties delegated by the\nBoard to the Compensation Committee, the Administrator will have the authority, in its discretion:\n\n(i) to determine the Fair\nMarket Value;\n\n(ii) to select the Service\nProviders to whom Awards may be granted hereunder;\n\n(iii) to determine the number\nof Shares to be covered by each Award granted hereunder;\n\n(iv) to approve forms of\nAward Agreements for use under the Plan;\n\n(v) to determine the terms\nand conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder. Such terms and conditions include, but are\nnot limited to, the exercise price, the time or times when Awards may be exercised (which may be based on performance criteria), any vesting\nacceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Award or the Shares relating thereto,\nbased in each case on such factors as the Administrator will determine;\n\n(vi) to institute and determine\nthe terms and conditions of an Exchange Program;\n\n(vii) to construe and interpret\nthe terms of the Plan and Awards granted pursuant to the Plan;\n\n(viii) to prescribe, amend\nand rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans established for the purpose\nof satisfying applicable foreign laws or for qualifying for favorable tax treatment under applicable foreign laws;\n\n(ix) to modify or amend each\nAward (subject to Section 17(c)), including but not limited to the discretionary authority to extend the post-termination exercisability\nperiod of Awards and to extend the maximum term of an Option (subject to Section 6(d));\n\n(x) to allow Participants\nto satisfy withholding tax obligations in a manner prescribed in Section 13;\n\n(xi) to authorize any person\nto execute on behalf of the Company any instrument required to effect the grant of an Award previously granted by the Administrator;\n\n(xii) to allow a Participant\nto defer the receipt of the payment of cash or the delivery of Shares that otherwise would be due to such Participant under an Award;\nand\n\n(xiii) to make all other\ndeterminations deemed necessary or advisable for administering the Plan.\n\n(c) Effect of Administrator’s\nDecision. The Administrator’s decisions, determinations and interpretations will be final and binding on all Participants and\nany other holders of Awards.\n\n5. Eligibility. Non-statutory\nStock Options, Restricted Stock, and Restricted Stock Units may be granted to Service Providers. Incentive Stock Options may be granted\nonly to Employees.\n\nA-5\n\n6. Stock Options.\n\n(a) Grant of Options.\nSubject to the terms and provisions of the Plan, the Administrator, at any time and from time to time, may grant Options in such amounts\nas the Administrator, in its sole discretion, will determine.\n\n(b) Option Agreement.\nEach Award of an Option will be evidenced by an Award Agreement that will specify the exercise price, the term of the Option, the number\nof Shares subject to the Option, the exercise restrictions, if any, applicable to the Option, and such other terms and conditions as the\nAdministrator, in its sole discretion, will determine.\n\n(c) Limitations.\nEach Option will be designated in the Award Agreement as either an Incentive Stock Option or a Non-statutory Stock Option.\nNotwithstanding such designation, however, to the extent that the aggregate Fair Market Value of the Shares with respect to which\nIncentive Stock Options are exercisable for the first time by the Participant during any calendar year (under all plans of the\nCompany and any Parent or Subsidiary) exceeds one hundred thousand dollars ($100,000), such Options will be treated as Non-statutory\nStock Options. For purposes of this Section 6(c), Incentive Stock Options will be taken into account in the order in which they were\ngranted, the Fair Market Value of the Shares will be determined as of the time the Option with respect to such Shares is granted,\nand calculation will be performed in accordance with Code Section 422 and Treasury Regulations promulgated thereunder.\n\n(d) Term of Option.\nThe term of each Option will be stated in the Award Agreement; provided, however, that the term will be no more than five (5) years from\nthe date of grant thereof. In the case of an Incentive Stock Option granted to a Participant who, at the time the Incentive Stock Option\nis granted, owns stock representing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company\nor any Parent or Subsidiary, the term of the Incentive Stock Option will be five (5) years from the date of grant or such shorter term\nas may be provided in the Award Agreement. Notwithstanding anything to the contrary set forth in this Plan, the exercise price of the\nOption may not be amended without approval of the Company’s shareholders and such amendment(s), if any, shall comply with Applicable\nLaws.\n\n(e) Option Exercise Price\nand Consideration.\n\n(i) Exercise Price. The\nper Share exercise price for the Shares to be issued pursuant to the exercise of an Option will be determined by the Administrator, but\nwill be no less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant. In addition, in the case of an\nIncentive Stock Option granted to an Employee who owns stock representing more than ten percent (10%) of the voting power of all classes\nof stock of the Company or any Parent or Subsidiary, the per Share exercise price will be no less than one hundred ten percent (110%)\nof the Fair Market Value per Share on the date of grant. Notwithstanding the foregoing provisions of this Section 6(e)(i), Options may\nbe granted with a per Share exercise price of less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant\npursuant to a transaction described in, and in a manner consistent with, Code Section 424(a).\n\n(ii) Waiting Period and Exercise\nDates. At the time an Option is granted, the Administrator will fix the period within which the Option may be exercised and will determine\nany conditions that must be satisfied before the Option may be exercised.\n\n(iii) Form of Consideration.\nThe Administrator will determine the acceptable form of consideration for exercising an Option, including the method of payment. In the\ncase of an Incentive Stock Option, the Administrator will determine the acceptable form of consideration at the time of grant. Such consideration\nmay consist entirely of: (1) cash; (2) check; (3) promissory note, to the extent permitted by Applicable Laws; (4) other Shares, provided\nthat such Shares have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which such\nOption will be exercised and provided further that accepting such Shares will not result in any adverse accounting consequences to the\nCompany, as the Administrator determines in its sole discretion; (5) consideration received by the Company under cashless exercise program\n(whether through a broker or otherwise) implemented by the Company in connection with the Plan; (6) by net exercise; (7) such other consideration\nand method of payment for the issuance of Shares to the extent permitted by Applicable Laws; or (8) any combination of the foregoing methods\nof payment. In making its determination as to the type of consideration to accept, the Administrator will consider if acceptance of such\nconsideration may be reasonably expected to benefit the Company.\n\nA-6\n\n(f) Exercise of Option.\n\n(i) Procedure for Exercise;\nRights as a Stockholder. Any Option granted hereunder will be exercisable according to the terms of the Plan and at such times and\nunder such conditions as determined by the Administrator and set forth in the Award Agreement. An Option may not be exercised for a fraction\nof a Share.\n\nAn Option will be deemed\nexercised when the Company receives: (i) notice of exercise (in such form as the Administrator may specify from time to time) from the\nperson entitled to exercise the Option, and (ii) full payment for the Shares with respect to which the Option is exercised (together with\napplicable tax withholding). Full payment may consist of any consideration and method of payment authorized by the Administrator and permitted\nby the Award Agreement and the Plan. Shares issued upon exercise of an Option will be issued in the name of the Participant or, if requested\nby the Participant, in the name of the Participant and his or her spouse. Until the Shares are issued (as evidenced by the appropriate\nentry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any\nother rights as a stockholder will exist with respect to the Shares subject to an Option, notwithstanding the exercise of the Option.\nThe Company will issue (or cause to be issued) such Shares promptly after the Option is exercised. No adjustment will be made for a dividend\nor other right for which the record date is prior to the date the Shares are issued, except as provided in Section 11.\n\nExercising an Option in any\nmanner will decrease the number of Shares thereafter available, both for purposes of the Plan and for sale under the Option, by the number\nof Shares as to which the Option is exercised.\n\n(ii) Termination of Relationship\nas a Service Provider. Unless otherwise provided by the Administrator, if a Participant ceases to be a Service Provider, other than\nupon the Participant’s termination as the result of the Participant’s death or Disability, any unvested portion of any applicable\nAwards will be forfeited and Shares covered by any vested portion of the applicable Awards that have not been issued to the Participant\nor its designees, as applicable, pursuant to the exercise or settlement thereof during the period beginning on the date of cessation of\nthe Participant as a Service Provider until three (3) months thereafter will revert to the Plan Notwithstanding the immediately preceding\nsentence in this Section 6(f)(ii), if the Service Provider is terminated for Cause, any Award issued to such terminated Service Provider\nwill be forfeited, regardless of any vested or unvested portion of such Award, and in the case of such forfeiture, the Shares covered\nby the Award will revert to the Plan.\n\n(iii) Disability of Participant.\nUnless otherwise provided by the Administrator, if a Participant ceases to be a Service Provider as a result of the Participant’s\nDisability, (A) the vested portion of the Option shall remain exercisable for the amount set forth in the Award Agreement (but in no event\nlater than the expiration of the term of the Option as set forth in the Award Agreement), and if no time is specified in the Award Agreement,\nthe vested portion of the Option shall remain exercisable for twelve (12) months following the Participant’s termination, and (B)\nthe unvested portion shall remain exercisable for three (3) months following the Participant’s termination due to Disability, and\nafter such three (3) months the Shares underlying the unvested portion of the Option will be forfeited and revert to the Plan. If after\ntermination the Participant does not exercise his or her Option within the time specified herein, the Option will terminate, and the Shares\ncovered by such Option will revert to the Plan.\n\n(iv) Death of Participant.\nUnless otherwise provided by the Administrator, if a Participant dies while a Service Provider, the Option may be exercised within such\nperiod of time as is specified in the Award Agreement (but in no event later than the expiration of the term of such Option as set forth\nin the Award Agreement) to the extent that the Option is vested on the date of death, by the Participant’s designated beneficiary,\nprovided such beneficiary has been designated prior to the Participant’s death in a form acceptable to the Administrator. If no\nsuch beneficiary has been designated by the Participant, then such Option may be exercised by the personal representative of the Participant’s\nestate or by the person(s) to whom the Option is transferred pursuant to the Participant’s will or in accordance with the laws of\ndescent and distribution. In the absence of a specified time in the Award Agreement, the Option shall remain exercisable for twelve (12)\nmonths following the Participant’s termination. Unless otherwise provided by the Administrator, if at the time of death Participant\nis not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will immediately revert to the\nPlan. If the Option is not so exercised within the time specified herein, the Option will terminate, and the Shares covered by such Option\nwill revert to the Plan.\n\nA-7\n\n(g) *Repricing of Options*.\nNotwithstanding anything to the contrary in this Plan, the terms of outstanding Awards may be amended without shareholder approval\nto reduce the exercise price of outstanding Options, or to cancel outstanding Options in exchange for cash, other Awards, or Options with\nan exercise price that is less than the exercise price of the original Option to the extent permitted by applicable law or the listing\nrules of the applicable trading market.\n\n7. Restricted Stock.\n\n(a) Grant of Restricted\nStock. Subject to the terms and provisions of the Plan, the Administrator, at any time and from time to time, may grant Shares of\nRestricted Stock to Service Providers in such amounts as the Administrator, in its sole discretion, will determine.\n\n(b) Restricted Stock Agreement.\nEach Award of Restricted Stock will be evidenced by an Award Agreement that will specify the Period of Restriction, the number of Shares\ngranted, and such other terms and conditions as the Administrator, in its sole discretion, will determine. Unless the Administrator determines\notherwise, the Company as escrow agent will hold Shares of Restricted Stock until the restrictions on such Shares have lapsed.\n\n(c) Transferability.\nExcept as provided in this Section 7 or as the Administrator determines, Shares of Restricted Stock may not be sold, transferred, pledged,\nassigned, or otherwise alienated or hypothecated until the end of the applicable Period of Restriction.\n\n(d) Other Restrictions.\nThe Administrator, in its sole discretion, may impose such other restrictions on Shares of Restricted Stock as it may deem advisable or\nappropriate.\n\n(e) Removal of Restrictions.\nExcept as otherwise provided in this Section 7, Shares of Restricted Stock covered by each Restricted Stock grant made under the Plan\nwill be released from escrow as soon as practicable after the last day of the Period of Restriction or at such other time as the Administrator\nmay determine. The Administrator, in its discretion, may accelerate the time at which any restrictions will lapse or be removed.\n\n(f) Voting Rights.\nDuring the Period of Restriction, Service Providers holding Shares of Restricted Stock granted hereunder may exercise full voting rights\nwith respect to those Shares, unless the Administrator determines otherwise.\n\n(g) Dividends and Other\nDistributions. During the Period of Restriction, Service Providers holding Shares of Restricted Stock will be entitled to receive\nall dividends and other distributions paid with respect to such Shares, unless the Administrator provides otherwise. If any such dividends\nor distributions are paid in Shares, the Shares will be subject to the same restrictions on transferability and forfeitability as the\nShares of Restricted Stock with respect to which they were paid.\n\n(h) Return of Restricted\nStock to Company. On the date set forth in the Award Agreement, the Restricted Stock for which restrictions have not lapsed will revert\nto the Company and again will become available for grant under the Plan.\n\n8. Restricted Stock Units.\n\n(a) Grant of Restricted\nStock Units. Subject to the terms and provisions of the Plan, the Administrator, at any time and from time to time, may grant Restricted\nStock Units to Service Providers in such amounts as the Administrator, in its sole discretion, will determine.\n\n(b) Restricted Stock\nUnit Agreement. Each Award of Restricted Stock Units will be evidenced by an Award Agreement that will specify the terms, conditions,\nand restrictions (if any) related to the grant, including the number of Restricted Stock Units.\n\nA-8\n\n(c) Vesting Criteria\nand Other Terms. The Administrator will set vesting criteria in its discretion, which, depending on the extent to which the criteria\nare met, will determine the number of Restricted Stock Units that will be paid out to the Participant. A Restricted Stock Unit Award may\nvest upon completion of a specified period of service with the Company or a Subsidiary and/or based on the achievement of certain performance\ngoals during the applicable performance period, as set forth in the Participant’s Award Agreement. If Restricted Stock Units vest\nbased upon satisfaction of performance goals, then the Administrator will: (x) determine the nature, length and starting date of\nany performance period for the Restricted Stock Units; (y) select the performance goals to be used to measure the performance; and\n(z) determine what additional vesting conditions, if any, should apply.\n\n(d) Earning Restricted\nStock Units. Upon meeting the applicable vesting criteria, the Participant will be entitled to receive a payout as determined by the\nAdministrator. Notwithstanding the foregoing, at any time after the grant of Restricted Stock Units, the Administrator, in its sole discretion,\nmay reduce or waive any vesting criteria that must be met to receive a payout.\n\n(e) Dividend Equivalents.\nThe Administrator may, in its sole discretion, award dividend equivalents in connection with the grant of Restricted Stock Units that\nmay be settled in cash, in Shares of equivalent value, or in some combination thereof.\n\n(f) Form and Timing\nof Payment. Payment of earned Restricted Stock Units will be made upon the date(s) determined by the Administrator and set forth in\nthe Award Agreement. The Administrator, in its sole discretion, may only settle earned Restricted Stock Units in cash, Shares, or a combination\nof both.\n\n(g) Cancellation.\nOn the date set forth in the Award Agreement, all Shares underlying any unvested, unlapsed, unearned Restricted Stock Units will be forfeited\nto the Company for future issuance.\n\n9. Compliance With Code\nSection 409A. Awards will be designed and operated in such a manner that they are either exempt from the application of, or comply\nwith, the requirements of Code Section 409A, except as otherwise determined in the sole discretion of the Administrator. The Plan and\neach Award Agreement under the Plan is intended to be exempt from the requirements of Code Section 409A and will be construed and interpreted\nin accordance with such intent, except as otherwise determined in the sole discretion of the Administrator. To the extent that an Award\nor payment, or the settlement or deferral thereof, is subject to Code Section 409A the Award will be granted, paid, settled or deferred\nin a manner that will meet the requirements of Code Section 409A, such that the grant, payment, settlement or deferral will not be subject\nto the additional tax or interest applicable under Code Section 409A.\n\n10. Leaves of Absence/Transfer\nBetween Locations. Unless the Administrator provides otherwise, vesting of Awards granted hereunder will be suspended during any unpaid\nleave of absence. A Participant will not cease to be an Employee in the case of (i) any leave of absence approved by the Company or (ii)\ntransfers between locations of the Company or between the Company, its Parent, or any Subsidiary. For purposes of Incentive Stock Options,\nno such leave may exceed three (3) months, unless reemployment upon expiration of such leave is guaranteed by statute or contract. If\nreemployment upon expiration of a leave of absence approved by the Company is not so guaranteed, then six (6) months following the first\n(1st) day of such leave, any Incentive Stock Option held by the Participant will cease to be treated as an Incentive Stock\nOption and will be treated for tax purposes as a Non-statutory Stock Option.\n\n11. Limited Transferability\nof Awards. Unless determined otherwise by the Administrator, Awards may not be sold, pledged, assigned, hypothecated, or otherwise\ntransferred in any manner other than by will or by the laws of descent and distribution, and may be exercised, during the lifetime of\nthe Participant, only by the Participant.\n\n12. Adjustments; Dissolution or Liquidation;\nMerger or Change in Control.\n\n(a) Adjustments.\nIn the event that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property),\nrecapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination,\nrepurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company\naffecting the Shares occurs, the Administrator, in order to prevent diminution or enlargement of the benefits or potential benefits\nintended to be made available under the Plan, the Company will adjust the number and class of Shares that is reserved and issuable\nunder the Plan and/or the number, class, and price of Shares covered by each outstanding Award.\n\nA-9\n\n(b) Dissolution or Liquidation.\nIn the event of the proposed dissolution or liquidation of the Company, the Administrator will notify each Participant as soon as practicable\nprior to the effective date of such proposed transaction. To the extent it has not been previously exercised, an Award will terminate\nimmediately prior to the consummation of such proposed action.\n\n(c) Merger or Change in\nControl. In the event of a merger or Change in Control, each outstanding Award will be treated as the Administrator determines (subject\nto the provisions of the following paragraph) without a Participant’s consent including, without limitation, that: (i) Awards will\nbe assumed, or substantially equivalent Awards will be substituted, by the acquiring or succeeding corporation (or an affiliate thereof)\nwith appropriate adjustments as to the number and kind of shares and prices; (ii) upon written notice to a Participant, that the Participant’s\nAwards will terminate upon or immediately prior to the consummation of such merger or Change in Control; (iii) outstanding Awards will\nvest and become exercisable, realizable, or payable, or restrictions applicable to an Award will lapse, in whole or in part prior to or\nupon consummation of such merger or Change in Control, and, to the extent the Administrator determines, terminate upon or immediately\nprior to the effectiveness of such merger or Change in Control; (iv) (A) the termination of an Award in exchange for an amount of cash\nand/or property, if any, equal to the amount that would have been attained upon the exercise of such Award or realization of the Participant’s\nrights as of the date of the occurrence of the transaction (and, for the avoidance of doubt, if as of the date of the occurrence of the\ntransaction the Administrator determines in good faith that no amount would have been attained upon the exercise of such Award or realization\nof the Participant’s rights, then such Award may be terminated by the Company without payment), or (B) the replacement of such Award\nwith other rights or property selected by the Administrator in its sole discretion; or (v) any combination of the foregoing. In taking\nany of the actions permitted under this Section 12(c), the Administrator will not be obligated to treat all Awards, all Awards held by\na Participant, or all Awards of the same type, similarly.\n\nIn the event that the successor\ncorporation does not assume or substitute for the Award (or portion thereof), the Participant will fully vest in and have the right to\nexercise all of his or her outstanding Options, including Shares as to which such Awards would not otherwise be vested or exercisable,\nall restrictions on Restricted Stock will lapse, and, with respect to Awards with performance-based vesting, all performance goals or\nother vesting criteria will be deemed achieved at one hundred percent (100%) of target levels and all other terms and conditions met.\nIn addition, if an Option is not assumed or substituted in the event of a merger or Change in Control, the Administrator will notify the\nParticipant in writing or electronically that the Option will be exercisable for a period of time determined by the Administrator in its\nsole discretion, and the Option will terminate upon the expiration of such period.\n\nFor the purposes of this\nSection 12(c), an Award will be considered assumed if, following the merger or Change in Control, the Award confers the right to purchase\nor receive, for each Share subject to the Award immediately prior to the merger or Change in Control, the consideration (whether stock,\ncash, or other securities or property) received in the merger or Change in Control by holders of Common Stock for each Share held on the\neffective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders\nof a majority of the outstanding Shares); provided, however, that if such consideration received in the merger or Change in Control is\nnot solely common stock of the successor corporation or its Parent, the Administrator may, with the consent of the successor corporation,\nprovide for the consideration to be received upon the exercise of an Option, for each Share subject to such Award, to be solely common\nstock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of Common\nStock in the merger or Change in Control.\n\nNotwithstanding anything\nin this Section 12(c) to the contrary, an Award that vests, is earned or paid-out upon the satisfaction of one or more performance goals\nwill not be considered assumed if the Company or its successor modifies any of such performance goals without the Participant’s\nconsent; provided, however, a modification to such performance goals only to reflect the successor corporation’s post-Change in\nControl corporate structure will not be deemed to invalidate an otherwise valid Award assumption.\n\nNotwithstanding anything\nin this Section 12(c) to the contrary, if a payment under an Award Agreement is subject to Code Section 409A and if the change in control\ndefinition contained in the Award Agreement does not comply with the definition of “change of control” for purposes of a distribution\nunder Code Section 409A, then any payment of an amount that is otherwise accelerated under this Section 12 will be delayed until the earliest\ntime that such payment would be permissible under Code Section 409A without triggering any penalties applicable under Code Section 409A.\n\nA-10\n\n13. Tax Withholding.\n\n(a) Withholding Requirements.\nPrior to the delivery of any Shares or cash pursuant to an Award (or exercise thereof), the Company will have the power and the right\nto deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy federal, state, local, foreign\nor other taxes (including the Participant’s FICA obligation) required to be withheld with respect to such Award (or exercise thereof).\n\n(b) Withholding Arrangements.\nThe Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit a Participant\nto satisfy such tax withholding obligation, in whole or in part by (without limitation) (i) paying cash, (ii) electing to have the Company\nwithhold otherwise deliverable Shares having a Fair Market Value equal to the minimum statutory amount required to be withheld, (iii)\ndelivering to the Company already-owned Shares having a Fair Market Value equal to the statutory amount required to be withheld, provided\nthe delivery of such Shares will not result in any adverse accounting consequences, as the Administrator determines in its sole discretion,\nor (iv) selling a sufficient number of Shares otherwise deliverable to the Participant through such means as the Administrator may determine\nin its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld. The amount of the withholding\nrequirement will be deemed to include any amount which the Administrator agrees may be withheld at the time the election is made, not\nto exceed the amount determined by using the maximum federal, state or local marginal income tax rates applicable to the Participant with\nrespect to the Award on the date that the amount of tax to be withheld is to be determined. The Fair Market Value of the Shares to be\nwithheld or delivered will be determined as of the date that the taxes are required to be withheld.\n\n14. No Effect on Employment\nor Service. Neither the Plan nor any Award will confer upon a Participant any right with respect to continuing the Participant’s\nrelationship as a Service Provider with the Company, nor will they interfere in any way with the Participant’s right or the Company’s\nright to terminate such relationship at any time, with or without cause, to the extent permitted by Applicable Laws.\n\n15. Date of Grant.\nThe date of grant of an Award will be, for all purposes, the date on which the Administrator makes the determination granting such Award,\nor such other later date as is determined by the Administrator. Notice of the determination will be provided to each Participant within\na reasonable time after the date of such grant.\n\n16. Term of Plan. Subject\nto Section 20, the Plan will become effective upon its adoption by the Board. Unless sooner terminated under Section 17, it will continue\nin effect for a term of ten (10) years from the later of (a) the effective date of the Plan or (b) the earlier of the most recent Board\nor stockholder approval of an increase in the number of Shares reserved for issuance under the Plan.\n\n17. Amendment and Termination of the Plan.\n\n(a) Amendment and Termination.\nThe Board may at any time amend, alter, suspend or terminate the Plan.\n\n(b) Stockholder Approval.\nThe Company shall obtain stockholder approval of any Plan amendment to the extent necessary and desirable to comply with Applicable Laws.\nAdditionally, the Company shall obtain stockholder approval for each of the following: (i) increases to the Shares reserved and issuable\nunder the Plan other than as set forth in Section 3(c)(ii) to 3(c)(iii) of this Plan; (ii) any changes to the applicable prices Participants\npay for applicable Awards made under this Plan, *provided, however*, that the terms of outstanding Awards may be amended without\nshareholder approval to reduce the exercise price of outstanding Options, or to cancel outstanding Options in exchange for cash, other\nAwards, or Options with an exercise price that is less than the exercise price of the original Option, pursuant to Section 6(g); (iii)\nchanges to the Plan which would expand eligibility for Participant or potential Participants’ Awards; (iv) changes to the Plan which\nwould materially increase Participants’ or potential Participants’ benefits available under the Plan; and (v) changes to the\nPlan which would expand the types of Awards provided under the Plan.\n\nA-11\n\n(c) Effect of Amendment or\nTermination. No amendment, alteration, suspension or termination of the Plan will impair the rights of any Participant, unless mutually\nagreed otherwise between the Participant and the Administrator, which agreement must be in writing and signed by the Participant and the\nCompany. Termination of the Plan will not affect the Administrator’s ability to exercise the powers granted to it hereunder with\nrespect to Awards granted under the Plan prior to the date of such termination.\n\n18. Conditions Upon Issuance\nof Shares.\n\n(a) Legal Compliance.\nShares will not be issued pursuant to the exercise of an Award unless the exercise of such Award and the issuance and delivery of such\nShares will comply with Applicable Laws and will be further subject to the approval of counsel for the Company with respect to such compliance.\n\n(b) Investment Representations.\nAs a condition to the exercise of an Award, the Company may require the person exercising such Award to represent and warrant at the time\nof any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such\nShares if, in the opinion of counsel for the Company, such a representation is required.\n\n19. Inability to Obtain\nAuthority. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed\nby the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, will relieve the Company of any\nliability in respect of the failure to issue or sell such Shares as to which such requisite authority will not have been obtained.\n\n20. Stockholder Approval.\nThe Plan will be subject to approval by the stockholders of the Company within twelve (12) months after the date the Plan is adopted by\nthe Board. Such stockholder approval will be obtained in the manner and to the degree required under Applicable Laws.\n\n21. Information to\nParticipants. Beginning on the earlier of (i) the date that the aggregate number of Participants under this Plan is five hundred\n(500) or more and the Company is relying on the exemption provided by Rule 12h-1(f)(1) under the Exchange Act and (ii) the date that\nthe Company is required to deliver information to Participants pursuant to Rule 701 under the Securities Act, and until such time as\nthe Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, is no longer relying on the\nexemption provided by Rule 12h-1(f)(1) under the Exchange Act or is no longer required to deliver information to Participants\npursuant to Rule 701 under the Securities Act, the Company shall provide to each Participant the information described in paragraphs\n(e)(3), (4), and (5) of Rule 701 under the Securities Act not less frequently than every six (6) months with the financial\nstatements being not more than 180 days old and with such information provided either by physical or electronic delivery to the\nParticipants or by written notice to the Participants of the availability of the information on an Internet site that may be\npassword-protected and of any password needed to access the information. The Company may request that Participants agree to keep the\ninformation to be provided pursuant to this Section 20 confidential. If a Participant does not agree to keep the information to be\nprovided pursuant to this Section 20 confidential, then the Company will not be required to provide the information unless otherwise\nrequired pursuant to Rule 12h-1(f)(1) under the Exchange Act or Rule 701 of the Securities Act.\n\n22. Clawback. Awards\nare subject to any Company clawback policy that the Company is required to adopt pursuant to the listing standards of any national securities\nexchange or association on which the Company’s securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform\nand Consumer Protection Act or other applicable laws. The Administrator also may specify in an Award Agreement that the Participant’s\nrights, payments or benefits with respect to an award will be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence\nof certain specified events. The Administrator may require a participant to forfeit, return or reimburse the Company all or a portion\nof the Award or shares issued under the Award, any amounts paid under the Award and any payments or proceeds paid or provided upon disposition\nof the shares issued under the Award in order to comply with such clawback policy or Applicable Laws.\n\n*** * ***\n\nA-12\n\n**APPENDIX A**\n\n** **\n\n**TO**\n\n**PMGC HOLDINGS INC. 2025 EQUITY INCENTIVE PLAN**\n\n** **\n\n**(for California residents only, to the extent\nrequired by 25102(o))**\n\n** **\n\nThis Appendix A to the PMGC\nHoldings Inc. 2025 Equity Incentive Plan shall apply only to the Participants who are residents of the State of California and who are\nreceiving an Award under the Plan. Capitalized terms contained herein shall have the same meanings given to them in the Plan, unless otherwise\nprovided by this Appendix A. Notwithstanding any provisions contained in the Plan to the contrary and to the extent required by Applicable\nLaws, the following terms shall apply to all Awards granted to residents of the State of California, until such time as the Administrator\namends this Appendix A or the Administrator otherwise provides.\n\n(a) The term of each Option\nshall be stated in the Award Agreement, provided, however, that the term shall be no more than ten (10) years from the date of grant thereof.\n\n(b) Unless determined otherwise\nby the Administrator, Awards may not be sold, pledged, assigned, hypothecated, or otherwise transferred in any manner other than by will\nor by the laws of descent and distribution, and may be exercised, during the lifetime of the Participant, only by the Participant. If\nthe Administrator makes an Award transferable, such Award may only be transferred (i) by will, (ii) by the laws of descent and distribution,\nor (iii) as permitted by Rule 701 of the Securities Act of 1933, as amended (the “Securities Act”).\n\n(c) If a Participant ceases\nto be a Service Provider, such Participant may exercise his or her Option within such period of time as specified in the Award Agreement,\nwhich shall not be less than thirty (30) days following the date of the Participant’s termination, to the extent that the Option\nis vested on the date of termination (but in no event later than the expiration of the term of the Option as set forth in the Award Agreement).\nIn the absence of a specified time in the Award Agreement, the Option shall remain exercisable for three (3) months following the Participant’s\ntermination.\n\n(d) If a Participant ceases\nto be a Service Provider as a result of the Participant’s Disability, the Participant may exercise his or her Option within such\nperiod of time as specified in the Award Agreement, which shall be six (6) months following the date of the Participant’s termination,\nto the extent the Option is vested on the date of termination (but in no event later than the expiration of the term of such Option as\nset forth in the Award Agreement). In the absence of a specified time in the Award Agreement, the Option shall remain exercisable for\ntwelve (12) months following the Participant’s termination.\n\n(e) If a Participant dies\nwhile a Service Provider, the Option may be exercised within such period of time as specified in the Award Agreement, which shall not\nbe less than six (6) months following the date of the Participant’s death, to the extent the Option is vested on the date of death\n(but in no event later than the expiration of the term of such Option as set forth in the Award Agreement) by the Participant’s\ndesignated beneficiary, personal representative, or by the person(s) to whom the Option is transferred pursuant to the Participant’s\nwill or in accordance with the laws of descent and distribution. In the absence of a specified time in the Award Agreement, the Option\nshall remain exercisable for twelve (12) months following the Participant’s termination.\n\n(f) No Award shall be granted\nto a resident of California more than ten (10) years after the earlier of the date of adoption of the Plan or the date the Plan is approved\nby the stockholders.\n\n(g) In the event that any\ndividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split,\nreverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other\nsecurities of the Company, or other change in the corporate structure of the Company affecting the Shares occurs, the Administrator, in\norder to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the Plan, will adjust\nthe number and class of Shares that may be delivered under the Plan and/or the number, class, and price of Shares covered by each outstanding\nAward; provided, however, that the Administrator will make such adjustments to an Award required by Section 25102(o) of the California\nCorporations Code to the extent the Company is relying upon the exemption afforded thereby with respect to the Award.\n\n(h) This Appendix A shall\nbe deemed to be part of the Plan and the Administrator shall have the authority to amend this Appendix A in accordance with Section 17\nof the Plan.\n\n*** * ***\n\nA-13\n\n**PMGC HOLDINGS INC.**\n\n** **\n\n**2025 EQUITY INCENTIVE PLAN**\n\n** **\n\n**FORM OF STOCK OPTION AGREEMENT**\n\nUnless otherwise defined herein, the terms defined\nin the 2025 Equity Incentive Plan (the “Plan”) shall have the same meanings in this Stock Option Agreement (the “Option\nAgreement”).\n\n** **\n\n**I. NOTICE OF STOCK OPTION GRANT**\n\n**Name: [●]**\n\n**Address: [●]**\n\nThe undersigned Participant has been granted an\nOption to purchase Common Stock of PMGC Holdings Inc. (the “Company”), subject to the terms and conditions of the Plan and\nthis Option Agreement, as follows:\n\nDate of Grant:\n\nVesting Commencement Date:\n\nExercise Price per Share:\n\nTotal Number of Shares Granted:\n\nTotal Exercise Price:\n\nType of Option:\n\nIncentive Stock Option\n\nNon-statutory Stock Option\n\nTerm/Expiration Date:\n\nVesting Schedule:\n\nThis Option shall be exercisable, in whole or\nin part, according to the following vesting schedule:\n\n**[●]**\n\nTermination Period:\n\nThis Option shall be exercisable for three (3)\nmonths after Participant ceases to be a Service Provider, unless such termination is due to Participant’s death or Disability, in\nwhich case this Option shall be exercisable for twelve (12) months after Participant ceases to be a Service Provider. Notwithstanding\nthe foregoing sentence, in no event may this Option be exercised after the Term/Expiration Date as provided above and this Option may\nbe subject to earlier termination as provided in Section 13(c) of the Plan. Any exercise of an Incentive Stock Option beyond the periods\ndescribed above will be deemed to be a Non-statutory Stock Option.\n\n** **\n\n**II. AGREEMENT**\n\n1. Grant of Option.\nThe Administrator of the Company hereby grants to the Participant named in the Notice of Stock Option Grant in Part I of this Option Agreement\n(“Participant”), an option (the “Option”) to purchase the number of Shares set forth in the Notice of Stock Option\nGrant, at the exercise price per Share set forth in the Notice of Stock Option Grant (the “Exercise Price”), and subject to\nthe terms and conditions of the Plan, which is incorporated herein by reference. Subject to Section 18(c) of the Plan, in the event\nof a conflict between the terms and conditions of the Plan and this Option Agreement, the terms and conditions of the Plan shall prevail.\n\nIf designated in\nthe Notice of Stock Option Grant as an Incentive Stock Option (“ISO”), this Option is intended to qualify as an Incentive\nStock Option as defined in Section 422 of the Code. Nevertheless, to the extent that it exceeds the $100,000 rule of Code Section 422(d),\nor other amount set forth in that Code Section, this Option shall be treated as a Non-statutory Stock Option (“NSO”). Further,\nif for any reason this Option (or portion thereof) shall not qualify as an ISO, then, to the extent of such nonqualification, such Option\n(or portion thereof) shall be regarded as a NSO granted under the Plan. In no event shall the Administrator, the Company or any Parent\nor Subsidiary or any of their respective employees or directors have any liability to Participant (or any other person) due to the failure\nof the Option to qualify for any reason as an ISO.\n\nA-14\n\n2. Exercise of Option.\n\n(a) Right to\nExercise. Subject to the Termination Period set forth in the Notice of Option Grant, this Option shall be exercisable during its\nterm in accordance with the Vesting Schedule set out in the Notice of Stock Option Grant and with the applicable provisions of the\nPlan and this Option Agreement. If application of the applicable vesting percentage causes a fractional share, such share shall be\nrounded down to the nearest whole share for each month except for the last month in such vesting period, at the end of which last\nmonth the Option shall become exercisable for the full remainder of the Shares.\n\n(b) Method of Exercise.\nThis Option shall be exercisable by Participant (or in the case of exercise after the Participant’s death or incapacity, the Participant’s\nexecutor, administrator, heir or legatee, as the case may be) by delivery of an exercise notice in the form attached as Exhibit A\n(the “Exercise Notice”) or in a manner and pursuant to such procedures as the Administrator may determine, which shall state\nthe election to exercise the Option, the number of Shares with respect to which the Option is being exercised (the “Exercised Shares”),\nand such other representations and agreements as may be required by the Company. The Exercise Notice shall be accompanied by payment of\nthe aggregate Exercise Price as to all Exercised Shares, together with any applicable tax withholding. Simultaneous with the execution\nand delivery of the Exercise Notice, as requested by the Company, Participant shall also execute and deliver a counterpart signature page\nor joinder to any shareholders agreement, voting agreement and/or any other similar documentation applicable to the holders of Common\nStock of the Company (“Stockholders Agreements”). This Option shall be deemed to be exercised upon receipt by the Company\nof (i) a fully executed Exercise Notice accompanied by the aggregate Exercise Price, together with any applicable tax withholding, and\n(ii) a counterpart signature page or joinder to the Stockholders Agreements. No Shares shall be issued pursuant to the exercise of an\nOption unless such issuance and such exercise comply with Applicable Laws. Assuming such compliance, for income tax purposes the Shares\nshall be considered transferred to Participant on the date on which the Option is exercised with respect to such Shares.\n\n(c) Limits on Exercise.\nThe Option may not be exercised unless such exercise is in compliance with all applicable federal and state securities laws, as they are\nin effect on the date of exercise. The Option may not be exercised as to fewer than one hundred (100) Shares unless it is exercised as\nto all Shares as to which the Option is then exercisable.\n\n3. Participant’s\nRepresentations. In the event the Shares have not been registered under the Securities Act of 1933, as amended, at the time this Option\nis exercised, Participant shall, if required by the Company, concurrently with the exercise of all or any portion of this Option, deliver\nto the Company his or her Investment Representation Statement in the form attached hereto as Exhibit B.\n\n4. Lock-Up Period.\nParticipant hereby agrees that Participant shall not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase\nany option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or\nindirectly, any Common Stock (or other securities) of the Company or enter into any swap, hedging or other arrangement that transfers\nto another, in whole or in part, any of the economic consequences of ownership of any Common Stock (or other securities) of the Company\nheld by Participant (other than those included in the registration) for a period specified by the representative of the underwriters of\nCommon Stock (or other securities) of the Company not to exceed one hundred and eighty (180) days following the effective date of any\nregistration statement of the Company filed under the Securities Act (or such other period as may be requested by the Company or the underwriters\nto accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations\nand opinions, including, but not limited to, the restrictions contained in FINRA Rule 2241(f)(4) or NYSE Rule 472(f)(4), or\nany successor provisions or amendments thereto).\n\nA-15\n\nParticipant agrees to\nexecute and deliver such other agreements as may be reasonably requested by the Company or the underwriter which are consistent with\nthe foregoing or which are necessary to give further effect thereto. In addition, if requested by the Company or the representative\nof the underwriters of Common Stock (or other securities) of the Company, Participant shall provide, within ten (10) days of such\nrequest, such information as may be required by the Company or such representative in connection with the completion of any public\noffering of the Company’s securities pursuant to a registration statement filed under the Securities Act. The obligations\ndescribed in this Section 4 shall not apply to a registration relating solely to employee benefit plans on Form S-8 or similar forms\nthat may be promulgated in the future, or a registration relating solely to a Securities and Exchange Commission Rule 145\ntransaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions\nwith respect to the shares of Common Stock (or other securities) subject to the foregoing restriction until the end of said one\nhundred and eighty (180) day (or other) period. Participant agrees that any transferee of the Option or shares acquired pursuant to\nthe Option shall be bound by this Section 4.\n\n5. Method of Payment.\nPayment of the aggregate Exercise Price shall be by any of the following, or a combination thereof, at the election of the Participant:\n\n(a) cash;\n\n(b) check;\n\n(c) consideration received by\nthe Company under a formal cashless exercise program adopted by the Company in connection with the Plan; or\n\n(d) surrender of other Shares\nwhich (i) shall be valued at its Fair Market Value on the date of exercise, and (ii) must be owned free and clear of any liens, claims,\nencumbrances or security interests, if accepting such Shares, in the sole discretion of the Administrator, shall not result in any adverse\naccounting consequences to the Company.\n\n6. Restrictions on Exercise.\nThis Option may not be exercised until such time as the Plan has been approved by the stockholders of the Company, or if the issuance\nof such Shares upon such exercise or the method of payment of consideration for such shares would constitute a violation of any Applicable\nLaw. The exercise of this Option may be contingent upon the Participant’s execution and delivery of any right of first refusal and\nco-sale agreement, stockholders agreement and/or any similar agreement as the Company may require in its sole discretion.\n\n7. Non-Transferability\nof Option. This Option (and, prior to exercise, the Shares subject to this Option) may not be pledged, hypothecated or otherwise transferred\nor disposed of in any manner, including by entering into any short position, any “put equivalent position” or any “call\nequivalent position” (as defined in Rule 16a-1(h) and Rule 16a-1(b) of the Exchange Act, respectively), other than (i) by will or\nthe laws of descent or distribution or (ii) to persons who are “family members” (as defined in Rule 701(c)(3) of the Securities\nAct of 1933, as amended) through gifts or domestic relations orders. This Option may be exercised during the lifetime of Participant only\nby Participant.\n\n8. Term of Option.\nThis Option may be exercised only within the term set out in the Notice of Stock Option Grant, and may be exercised during such term only\nin accordance with the Plan and the terms of this Option.\n\n9. Tax Obligations.\n\n(a) Tax Withholding.\nParticipant agrees to make appropriate arrangements with the Company (or the Parent or Subsidiary employing or retaining Participant)\nfor the satisfaction of all federal, state, local and foreign income and employment tax withholding requirements applicable to the Option\nexercise. Participant acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver the Shares if such\nwithholding amounts are not delivered at the time of exercise.\n\n(b) Notice of Disqualifying\nDisposition of ISO Shares. If the Option granted to Participant herein is an ISO, and if Participant sells or otherwise disposes of\nany of the Shares acquired pursuant to the ISO on or before the later of (i) the date two (2) years after the Date of Grant, or (ii) the\ndate one (1) year after the date of exercise, Participant shall immediately notify the Company in writing of such disposition. Participant\nagrees that Participant may be subject to income tax withholding by the Company on the compensation income recognized by Participant because\nof the early disposition by payment in cash or out of current wages or other compensation payable to the Participant.\n\nA-16\n\n(c) Code Section 409A.\nUnder Code Section 409A, an Option that vests after December 31, 2004 (or that vested on or prior to such date but which was materially\nmodified after October 3, 2004) that was granted with a per Share exercise price that is determined by the Internal Revenue Service (the\n“IRS”) to be less than the Fair Market Value of a Share on the date of grant (a “discount option”) may be considered\n“deferred compensation.” An Option that is a “discount option” may result in (i) income recognition by Participant\nprior to the exercise of the Option, (ii) an additional twenty percent (20%) federal income tax, and (iii) potential penalty and interest\ncharges. The “discount option” may also result in additional state income, penalty and interest tax to the Participant. Participant\nacknowledges that the Company cannot and has not guaranteed that the IRS will agree that the per Share exercise price of this Option equals\nor exceeds the Fair Market Value of a Share on the date of grant in a later examination. Participant agrees that if the IRS determines\nthat the Option was granted with a per Share exercise price that was less than the Fair Market Value of a Share on the date of grant,\nParticipant shall be solely responsible for Participant’s costs, including state and federal taxes, related to such a determination.\n\n10. Company’s Right\nof First Refusal. Before any Shares held by Participant or any transferee (either being sometimes referred to herein as the “Holder”)\nmay be sold or otherwise transferred (including transfer by gift or operation of law), the Company or its assignee(s) shall have a right\nof first refusal to purchase the Shares on the terms and conditions set forth in Section 7 (the “Right of First Refusal”)\nof the Exercise Notice.\n\n11. Stockholders Agreement.\nParticipant shall not be permitted to assign any Shares except in compliance with the terms, conditions and restrictions set forth in\nthe Stockholders Agreement.\n\n12. Privileges of Stock\nOwnership. The Participant shall not have any of the rights of a stockholder with respect to any Shares until the Shares are issued\nto the Participant.\n\n13. Entire Agreement; Governing\nLaw. The Plan is incorporated herein by reference. The Plan and this Option Agreement constitute the entire agreement of the parties\nwith respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Participant\nwith respect to the subject matter hereof, and may not be modified adversely to the Participant’s interest except by means of a\nwriting signed by the Company and Participant. This Option Agreement is governed by the internal substantive laws but not the choice of\nlaw rules of New York.\n\n14. No Guarantee of Continued\nService. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY\nCONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) AND NOT THROUGH\nTHE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER. PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS\nOPTION AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED\nPROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY\nWAY WITH PARTICIPANT’S RIGHT OR THE RIGHT OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) TO TERMINATE\nPARTICIPANT’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.\n\n** **\n\n****\n\nA-17\n\nParticipant acknowledges receipt of a copy\nof the Plan and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option subject\nto all of the terms and provisions thereof. Participant has reviewed the Plan and this Option in their entirety, has had an\nopportunity to obtain the advice of counsel prior to executing this Option and fully understands all provisions of the Option.\nParticipant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any\nquestions arising under the Plan or this Option. Participant further agrees to notify the Company upon any change in the residence\naddress indicated below.\n\n** **\n\n**PARTICIPANT**\n\n**PMGC HOLDINGS INC.**\n\nSignature\n\nSignature\n\nPrint Name\n\nPrint Name\n\nTitle\n\nResidence Address\n\nA-18\n\n**EXHIBIT A**\n\n** **\n\n**2025 EQUITY INCENTIVE PLAN**\n\n** **\n\n**EXERCISE NOTICE**\n\nPMGC Holdings Inc.\n\n120 Newport Center Drive, Suite 249\n\nNewport Beach, California 92660\n\nAttention: Chief Executive Officer\n\n1. Option. The person\nnamed below (the “**Purchaser**”) was granted an option (the “**Option**”) to purchase shares\nof Common Stock of PMGC Holdings Inc. (the “**Company**”) pursuant to the Company’s 2025 Equity Incentive\nPlan (the “**Plan**”), by the Notice of Stock Option Grant (the “**Grant Notice**”) and the\nStock Option Agreement (the “**Stock Option Agreement**”) attached thereto, as described below.\n\nPurchaser’s Name:\n\nSocial Security Number:\n\nAddress:\n\nDate of Option Grant:\n\nNumber of Shares Initially Subject to Option:\n\nExercise Price per Share:\n\nType of option:\n☐ Incentive\n☐ Nonqualified\n\n2. Exercise of Option.\nI hereby elect to exercise the Option to purchase the following number of Shares, as authorized by the Grant Notice and the Stock Option\nAgreement:\n\nTotal Shares Purchased:\n\nTotal Exercise Price:\n\nA-19\n\n(Total Shares Purchased multiplied by the Exercise\nPrice per Share)\n\n3. Delivery of Payment.\nParticipant herewith delivers to the Company the full purchase price of the Shares, as set forth in the Option Agreement, and any and\nall withholding taxes due in connection with the exercise of the Option in the following form(s), as authorized by my Stock Option Agreement:\n\n☐ Cash (by check, with a copy attached hereto as Attachment 3):\n\n☐ Cancellation of indebtedness of the Company owed to me:\n\n$\n\n☐ Tender of ___________ fully paid, nonassessable and vested shares of Company Common Stock (such shares must meet the eligibility requirements set forth in Section 6(e)(iii) of the Plan):\n\n$\n\n☐ Waiver of compensation due or accrued for services:\n\n$\n\n4. Title to Shares.\nThe exact spelling of the name(s) under which I will take title to the Shares is:\n\n____________________________________________________\n\n____________________________________________________\n\nI desire to take title to the Shares as follows:\n\n☐\nIndividual, as separate property\n\n☐\nHusband and wife, as community property\n\n☐\nJoint Tenants\n\n5. Representations of Participant.\nParticipant acknowledges that Participant has received, read and understands the Plan and the Option Agreement and agrees to abide by\nand be bound by their terms and conditions.\n\n6. Rights as Stockholder.\nUntil the issuance of the Shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent\nof the Company), no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the Common Stock\nsubject to an Award, notwithstanding the exercise of the Option. The Shares shall be issued to Participant as soon as practicable after\nthe Option is exercised in accordance with the Option Agreement. No adjustment shall be made for a dividend or other right for which the\nrecord date is prior to the date of issuance except as provided in Section 12 of the Plan.\n\n7. Company’s Right\nof First Refusal. Before any Shares held by Participant or any transferee (either being sometimes referred to herein as the “Holder”)\nmay be sold or otherwise transferred (including transfer by gift or operation of law), the Company or its assignee(s) shall have a right\nof first refusal to purchase the Shares on the terms and conditions set forth in this Section 7 (the “Right of First Refusal”).\n\n(a) Notice of Proposed Transfer.\nThe Holder of the Shares shall deliver to the Company a written notice (the “Notice”) stating: (i) the Holder’s\nbona fide intention to sell or otherwise transfer such Shares; (ii) the name and address of each proposed purchaser or other transferee\n(“Proposed Transferee”); (iii) the number of Shares to be transferred to each Proposed Transferee; and (iv) the\nbona fide cash price or other consideration for which the Holder proposes to transfer the Shares (the “Offered Price”), and\n(v) that the Holder acknowledges that the Notice is an offer to sell the Shares at the Offered Price to the Company or its assignee(s).\n\nA-20\n\n(b) Exercise of Right of\nFirst Refusal. At any time within thirty (30) days after receipt of the Notice, the Company and/or its assignee(s) may, by giving\nwritten notice to the Holder, elect to purchase all, but not less than all or with the consent of Holder, less than all**,** of the\nShares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with\nSection 7(c) below.\n\n(c) Purchase Price. The\npurchase price (“Purchase Price”) for the Shares purchased by the Company or its assignee(s) under this Section 7 shall\nbe the Offered Price; provided, however, if the Offered Price consists of no legal consideration (as, for example, in the case of transfer\nby gift), the purchase price will be the fair market value of the Shares as determined in good faith by the Board of Directors of the\nCompany. If the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be\ndetermined by the Board of Directors of the Company in good faith.\n\n(d) Payment. Payment\nof the Purchase Price shall be made, at the option of the Company or its assignee(s), in cash (by check), by cancellation of all or a\nportion of any outstanding indebtedness of the Holder to the Company (or, in the case of repurchase by an assignee, to the assignee),\nor by any combination thereof within thirty (30) days after receipt of the Notice or in the manner and at the times set forth in\nthe Notice.\n\n(e) Holder’s Right\nto Transfer. If all of the Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the\nCompany and/or its assignee(s) as provided in this Section 7, then the Holder may sell or otherwise transfer such Shares to that\nProposed Transferee at the Offered Price or at a higher price, *provided* that such sale or other transfer is consummated within\none hundred and twenty (120) days after the date of the Notice, that any such sale or other transfer is effected in accordance with any\napplicable securities laws and that the Proposed Transferee agrees in writing that the provisions of this Section 7 shall continue\nto apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not transferred to the Proposed\nTransferee within such period, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered\nthe Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.\n\n(f) Exception for Certain\nFamily Transfers. Anything to the contrary contained in this Section 7 notwithstanding, the transfer of any or all of the Shares\nduring the Participant’s lifetime or on the Participant’s death by will or intestacy to the Participant’s immediate\nfamily or a trust for the benefit of the Participant’s immediate family shall be exempt from the provisions of this Section 7.\n“Immediate Family” as used herein shall mean spouse or lineal descendant of Participant (whether natural or adopted). In such\ncase, the transferee or other recipient shall receive and hold the Shares so transferred subject to the provisions of this Section 7,\nand there shall be no further transfer of such Shares except in accordance with the terms of this Section 7.\n\n(g) Termination of Right\nof First Refusal. The Right of First Refusal shall terminate as to any Shares upon the earlier of (i) the first sale of Common Stock\nof the Company to the general public, or (ii) a Change in Control in which the successor corporation has equity securities that are publicly\ntraded.\n\n8. Tax Consultation.\nParticipant understands that Participant may suffer adverse tax consequences as a result of Participant’s purchase or disposition\nof the Shares. Participant represents that Participant has consulted with any tax consultants Participant deems advisable in connection\nwith the purchase or disposition of the Shares and that Participant is not relying on the Company for any tax advice.\n\n9. Restrictive Legends\nand Stop-Transfer Orders.\n\n(a) Legends. Participant\nunderstands and agrees that the Company shall cause the legends set forth below or legends substantially equivalent thereto, to be placed\nupon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by\nstate or federal securities laws:\n\nTHE SECURITIES REPRESENTED\nHEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED,\nPLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES,\nSUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH.\n\nA-21\n\nTHE SHARES REPRESENTED\nBY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND A RIGHT OF FIRST REFUSAL HELD BY THE ISSUER OR ITS ASSIGNEE(S)\nAS SET FORTH IN THE EXERCISE NOTICE BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE\nPRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS AND RIGHT OF FIRST REFUSAL ARE BINDING ON TRANSFEREES OF THESE SHARES.\n\nTHE SHARES REPRESENTED\nBY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER FOR A PERIOD OF TIME FOLLOWING THE EFFECTIVE DATE OF THE UNDERWRITTEN PUBLIC\nOFFERING OF THE COMPANY’S SECURITIES SET FORTH IN AN AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES AND MAY\nNOT BE SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER PRIOR TO THE EXPIRATION OF SUCH PERIOD WITHOUT THE CONSENT OF THE COMPANY OR THE MANAGING\nUNDERWRITER.\n\nThe Administrator reserves the right to include\nany other legends or restrictions on all certificates for Shares delivered as the Administrator recommends or deems advisable.\n\n(b) Stop-Transfer Notices.\nParticipant agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop\ntransfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate\nnotations to the same effect in its own records.\n\n(c) Refusal to Transfer.\nThe Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation\nof any of the provisions of this Exercise Notice or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends\nto any purchaser or other transferee to whom such Shares shall have been so transferred.\n\n10. Stockholders’\nAgreement; Spousal Consent. As a condition for issuance of any Shares pursuant to this Exercise Notice, the Company may require Participant\nto execute and be bound by any right of first refusal and co-sale agreement, voting agreement, stockholders’ agreement or other\nsimilar agreement in existence at the time of exercise if such agreement applies to holders of the common stock of the Company. Additionally,\nif Participant is married on the date of this Exercise Notice, Participant’s spouse shall, as a condition of the Company’s\nobligations hereunder, execute and deliver to the Company a consent of spouse in the form attached as Exhibit C and/or such other\nform as the Company may require.\n\n11. Successors and Assigns.\nThe Company may assign any of its rights under this Exercise Notice to single or multiple assignees, and this Exercise Notice shall inure\nto the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth, this Exercise Notice\nshall be binding upon Participant and his or her heirs, executors, administrators, successors and assigns.\n\n12. Interpretation.\nAny dispute regarding the interpretation of this Exercise Notice shall be submitted by Participant or by the Company forthwith to the\nAdministrator, which shall review such dispute at its next regular meeting. The resolution of such a dispute by the Administrator shall\nbe final and binding on all parties.\n\n13. Governing Law; Severability.\nThis Exercise Notice is governed by the internal substantive laws, without regard to the choice of law rules, of New York. In the event\nthat any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Exercise\nNotice shall continue in full force and effect.\n\n14. Entire Agreement.\nThe Plan and Option Agreement are incorporated herein by reference. This Exercise Notice, the Plan, the Option Agreement and the Investment\nRepresentation Statement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their\nentirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof, and may not be\nmodified adversely to the Participant’s interest except by means of a writing signed by the Company and Participant.\n\n* *\n\n**\n\nA-22\n\nSubmitted by:\n\nAccepted by:\n\nPARTICIPANT\n\n**PMGC HOLDINGS INC.**\n\nSignature\n\nSignature\n\nPrint Name\n\nPrint Name\n\nAddress:\n\nTitle\n\nAddress:\n\n120 Newport Center Drive, Suite 249\n\nNewport Beach, California 92660\n\nDate Received\n\nA-23\n\nIN WITNESS WHEREOF, the parties\nhereto have executed this Agreement as of the date first above written.\n\n**COMPANY:**\n\n**PMGC HOLDINGS INC.**\n\nBy:\n\nName:\n\nTitle:\n\nAddress:\n\n**GRANTEE:**\n\n(Signature)\n\n(Name)\n\nAddress:\n\nSSN:\n\nA-24\n\n**EXHIBIT B**\n\n** **\n\n**INVESTMENT REPRESENTATION STATEMENT**\n\n** **\n\nPARTICIPANT\n:\n\nCOMPANY\n:\nPMGC HOLDINGS INC.\n\nSECURITY\n:\nCOMMON STOCK\n\nAMOUNT\n:\n\nDATE\n:\n\nIn connection with the purchase of the above-listed\nSecurities, the undersigned Participant represents to the Company the following:\n\n(a) Participant is aware of\nthe Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed\nand knowledgeable decision to acquire the Securities. Participant is acquiring these Securities for investment for Participant’s\nown account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of\nthe Securities Act of 1933, as amended (the “Securities Act”).\n\n(b) Participant\nacknowledges and understands that the Securities constitute “restricted securities” under the Securities Act and have\nnot been registered under the Securities Act in reliance upon a specific exemption therefrom, which exemption depends upon, among\nother things, the bona fide nature of Participant’s investment intent as expressed herein. In this connection, Participant\nunderstands that, in the view of the Securities and Exchange Commission, the statutory basis for such exemption may be unavailable\nif Participant’s representation was predicated solely upon a present intention to hold these Securities for the minimum\ncapital gains period specified under tax statutes, for a deferred sale, for or until an increase or decrease in the market price of\nthe Securities, or for a period of one (1) year or any other fixed period in the future. Participant further understands that the\nSecurities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such\nregistration is available. Participant further acknowledges and understands that the Company is under no obligation to register the\nSecurities. Participant understands that the certificate evidencing the Securities shall be imprinted with any legend required under\napplicable state securities laws.\n\n(c) Participant is familiar\nwith the provisions of Rule 701 and Rule 144, each promulgated under the Securities Act, which, in substance, permit limited\npublic resale of “restricted securities” acquired, directly or indirectly from the issuer thereof, in a non-public offering\nsubject to the satisfaction of certain conditions. Rule 701 provides that if the issuer qualifies under Rule 701 at the time\nof the grant of the Option to Participant, the exercise shall be exempt from registration under the Securities Act. In the event the Company\nbecomes subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, ninety (90) days\nthereafter (or such longer period as any market stand-off agreement may require) the Securities exempt under Rule 701 may be resold,\nsubject to the satisfaction of the applicable conditions specified by Rule 144, including in the case of affiliates (1) the\navailability of certain public information about the Company, (2) the amount of Securities being sold during any three (3) month\nperiod not exceeding specified limitations, (3) the resale being made in an unsolicited “broker’s transaction”,\ntransactions directly with a “market maker” or “riskless principal transactions” (as those terms are defined under\nthe Securities Exchange Act of 1934) and (4) the timely filing of a Form 144, if applicable.\n\nIn the event that the Company\ndoes not qualify under Rule 701 at the time of grant of the Option, then the Securities may be resold in certain limited circumstances\nsubject to the provisions of Rule 144, which may require (i) the availability of current public information about the Company;\n(ii) the resale to occur more than a specified period after the purchase and full payment (within the meaning of Rule 144) for\nthe Securities; and (iii) in the case of the sale of Securities by an affiliate, the satisfaction of the conditions set forth in\nsections (2), (3) and (4) of the paragraph immediately above.\n\n(d) Participant further understands\nthat in the event all of the applicable requirements of Rule 701 or 144 are not satisfied, registration under the Securities Act,\ncompliance with Regulation A, or some other registration exemption shall be required; and that, notwithstanding the fact that Rules 144\nand 701 are not exclusive, the Staff of the Securities and Exchange Commission has expressed its opinion that persons proposing to sell\nprivate placement securities other than in a registered offering and otherwise than pursuant to Rules 144 or 701 shall have a substantial\nburden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and their\nrespective brokers who participate in such transactions do so at their own risk. Participant understands that no assurances can be given\nthat any such other registration exemption shall be available in such event.\n\nPARTICIPANT\n\nSignature\n\nPrint Name\n\nDate\n\nA-25\n\n**EXHIBIT C**\n\n** **\n\n**SPOUSAL CONSENT**\n\n** **\n\nThe undersigned spouse\nof Participant has read, understands, and hereby approves the Exercise Notice between Participant and the Company (the “Agreement”).\nIn consideration of the Company’s granting my spouse the right to purchase the Shares as set forth in the Agreement, the undersigned\nhereby agrees to be irrevocably bound by the Agreement and further agrees that any community property interest and any other interest\nshall similarly be bound by and subordinate to the requirements of the Agreement. The undersigned hereby appoints Participant as my attorney-in-fact\nwith respect to any amendment or exercise of any rights under the Agreement, and the undersigned hereby agrees that the Company and the\nother shareholders of the Company need not seek any further consent from me and may deal solely with Participant in connection with all\nmatters under the Agreement.\n\nParticipant’s Spouse\n\nAddress:\n\n** **\n\nA-26\n\n**FORM OF RESTRICTED STOCK AWARD AGREEMENT**\n\n** **\n\nThis Restricted Stock Award\nAgreement (this “**Agreement**”) is made and entered into as of _______________ (the “**Grant Date**”) by\nand between PMGC Holdings Inc., a Nevada corporation (the “**Company**”), and ______________ (the “**Grantee**”).\n\n**WHEREAS**, the Company\nhas adopted the 2025 Equity Incentive Plan (the “**Plan**”) pursuant to which awards of Restricted Stock may be granted;\nand\n\n**WHEREAS**, the Administrator\nhas determined that it is in the best interests of the Company and its stockholders to grant the award of Restricted Stock provided for\nherein.\n\n**NOW, THEREFORE**, the\nparties hereto, intending to be legally bound, agree as follows:\n\n1. Grant\nof Restricted Stock. Pursuant to Section 7 of the Plan, the Company hereby issues to the Grantee on the Grant Date a Restricted Stock\nAward consisting of, in the aggregate, _________ shares of Common Stock of the Company (the “**Restricted Stock**”), on\nthe terms and conditions and subject to the restrictions set forth in this Agreement and the Plan. Capitalized terms that are used but\nnot defined herein have the meaning ascribed to them in the Plan.\n\n2. Consideration.\nThe grant of the Restricted Stock is made in consideration of the services to be rendered by the Grantee to the Company.\n\n3. Restricted\nPeriod; Vesting.\n\n3.1. Except as otherwise provided\nherein, provided that the Grantee remains in Continuous Service through the applicable vesting date, and further provided that any additional\nconditions and performance goals set forth in Schedule I have been satisfied, the Restricted Stock will vest in accordance with the following\nschedule:\n\n**Vesting Date**\n\n**Shares of Common Stock**\n\n[*]\n\n[*]\n\n[*]\n\n[*]\n\nThe period over which the\nRestricted Stock vests is referred to as the “**Restricted Period**.”\n\n3.2. The foregoing vesting\nschedule notwithstanding, if the Grantee’s continuous service terminates for any reason at any time before all of his or her Restricted\nStock has vested other than death or retirement (in the case of a Director), termination of the Grantee’s continuous service is\nterminated by the Company, Parent, or Subsidiary (as applicable) for Disability, the Grantee’s unvested Restricted Stock shall be\nautomatically forfeited upon such termination of Continuous Service and neither the Company, nor any Parent or Subsidiary, shall have\nany further obligations to the Grantee under this Agreement.\n\n3.3. The foregoing vesting\nschedule notwithstanding, in the event of the Grantee’s death or if the Grantee’s Continuous Service is terminated by the\nCompany, Parent, or Subsidiary for Disability, 100% of the unvested Restricted Stock shall vest as of the date of such termination.\n\n4. Restrictions.\nSubject to any exceptions set forth in this Agreement or the Plan, during the Restricted Period, the Restricted Stock or the rights relating\nthereto may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Grantee. Any attempt to\nassign, alienate, pledge, attach, sell or otherwise transfer or encumber the Restricted Stock or the rights relating thereto during the\nRestricted Period shall be wholly ineffective and, if any such attempt is made, the Restricted Stock will be forfeited by the Grantee\nand all of the Grantee’s rights to such shares shall immediately terminate without any payment or consideration by the Company.\n\n5. Rights\nas Stockholder; Dividends.\n\n5.1. The Grantee shall be\nthe record owner of the Restricted Stock until the shares of Common Stock are sold or otherwise disposed of, and shall be entitled to\nall of the rights of a stockholder of the Company including, without limitation, the right to vote such shares and receive all dividends\nor other distributions paid with respect to such shares. Notwithstanding the foregoing, any dividends or other distributions shall be\nsubject to the same restrictions on transferability as the shares of Restricted Stock with respect to which they were paid.\n\nA-27\n\n5.2. The Company may issue\nstock certificates or evidence the Grantee’s interest by using a restricted book entry account with the Company’s transfer\nagent. Physical possession or custody of any stock certificates that are issued may be retained by the Company until such time as the\nRestricted Stock vests.\n\n5.3. If the Grantee forfeits\nany rights he or she has under this Agreement in accordance with Section 3, the Grantee shall, on the date of such forfeiture, no longer\nhave any rights as a stockholder with respect to the Restricted Stock and shall no longer be entitled to vote or receive dividends on\nsuch shares.\n\n6. No\nRight to Continued Service. Neither the Plan nor this Agreement shall confer upon the Grantee any right to be retained in any position,\nas an Employee, Consultant or Director of the Company. Further, nothing in the Plan or this Agreement shall be construed to limit the\ndiscretion of the Company to terminate the Grantee’s Continuous Service at any time, with or without Cause.\n\n7. Adjustments.\nIf any change is made to the outstanding Common Stock or the capital structure of the Company, if required, the shares of Common Stock\nshall be adjusted or terminated in any manner as contemplated by Section 11 of the Plan.\n\n8. Tax\nLiability and Withholding.\n\n8.1. The Grantee shall\nbe required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant\nto the Plan, the amount of any required withholding taxes in respect of the Restricted Stock and to take all such other action as\nthe Administrator deems necessary to satisfy all obligations for the payment of such withholding taxes. The Administrator may permit\nthe Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of\nsuch means: (a) tendering a cash payment; (b) authorizing the Company to withhold shares of Common Stock from the shares of Common\nStock otherwise issuable or deliverable to the Grantee as a result of the vesting of the Restricted Stock; *provided, however*,\nthat no shares of Common Stock shall be withheld with a value exceeding the minimum amount of tax required to be withheld by law; or\n(c) delivering to the Company previously owned and unencumbered shares of Common Stock.\n\n8.2. Notwithstanding any action\nthe Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“**Tax-Related\nItems**”), the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and the Company\n(a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant or vesting of\nthe Restricted Stock or the subsequent sale of any shares; and (b) does not commit to structure the Restricted Stock to reduce or eliminate\nthe Grantee’s liability for Tax-Related Items.\n\n9. Section\n83(b) Election. The Grantee may make an election under Code Section 83(b) (a “**Section 83(b) Election**”) with respect\nto the Restricted Stock. Any such election must be made within thirty (30) days after the Grant Date. If the Grantee elects to make a\nSection 83(b) Election, the Grantee shall provide the Company with a copy of an executed version and satisfactory evidence of the filing\nof the executed Section 83(b) Election with the US Internal Revenue Service. The Grantee agrees to assume full responsibility for ensuring\nthat the Section 83(b) Election is actually and timely filed with the US Internal Revenue Service and for all tax consequences resulting\nfrom the Section 83(b) Election.\n\n10. Compliance\nwith Law. The issuance and transfer of shares of Common Stock shall be subject to compliance by the Company and the Grantee with all\napplicable requirements of federal and state securities laws and with all applicable requirements of any stock exchange on which the Company’s\nshares of Common Stock may be listed. No shares of Common Stock shall be issued or transferred unless and until any then applicable requirements\nof state and federal laws and regulatory agencies have been fully complied with to the satisfaction of the Company and its counsel. The\nGrantee understands that the Company is under no obligation to register the shares of Common Stock with the Securities and Exchange Commission,\nany state securities commission or any stock exchange to effect such compliance.\n\nA-28\n\n11. Legends.\nA legend may be placed on any certificate(s) or other document(s) delivered to the Grantee indicating restrictions on transferability\nof the shares of Restricted Stock pursuant to this Agreement or any other restrictions that the Administrator may deem advisable under\nthe rules, regulations and other requirements of the Securities and Exchange Commission, any applicable federal or state securities laws\nor any stock exchange on which the shares of Common Stock are then listed or quoted.\n\n12. Notices.\nAny notice required to be delivered to the Company under this Agreement shall be in writing and addressed to the Secretary of the Company\nat the Company’s principal corporate offices. Any notice required to be delivered to the Grantee under this Agreement shall be in\nwriting and addressed to the Grantee at the Grantee’s address as shown in the records of the Company. Either party may designate\nanother address in writing (or by such other method approved by the Company) from time to time.\n\n13. Governing\nLaw. This Agreement will be construed and interpreted in accordance with the laws of the State of New York without regard to conflict\nof law principles.\n\n14. Interpretation.\nAny dispute regarding the interpretation of this Agreement shall be submitted by the Grantee or the Company to the Administrator for review.\nThe resolution of such dispute by the Administrator shall be final and binding on the Grantee and the Company.\n\n15. Restricted\nStock Subject to Plan. This Agreement is subject to the Plan as approved by the Company’s stockholders. The terms and provisions\nof the Plan as it may be amended from time to time are hereby incorporated herein by reference. In the event of a conflict between any\nterm or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and\nprevail.\n\n16. Successors\nand Assigns. The Company may assign any of its rights under this Agreement. This Agreement will be binding upon and inure to the benefit\nof the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement will be binding\nupon the Grantee and the Grantee’s beneficiaries, executors, administrators and the person(s) to whom the Restricted Stock may be\ntransferred by will or the laws of descent or distribution.\n\n17. Severability.\nThe invalidity or unenforceability of any provision of the Plan or this Agreement shall not affect the validity or enforceability of any\nother provision of the Plan or this Agreement, and each provision of the Plan and this Agreement shall be severable and enforceable to\nthe extent permitted by law.\n\n18. Discretionary\nNature of Plan. The Plan is discretionary and may be amended, cancelled or terminated by the Company at any time, in its discretion.\nThe grant of the Restricted Stock in this Agreement does not create any contractual right or other right to receive any Restricted Stock\nor other Awards in the future. Future Awards, if any, will be at the sole discretion of the Company. Any amendment, modification, or termination\nof the Plan shall not constitute a change or impairment of the terms and conditions of the Grantee’s employment with the Company.\n\n19. Amendment.\nThe Administrator has the right to amend, alter, suspend, discontinue or cancel the Restricted Stock, prospectively or retroactively;\n*provided, that*, no such amendment shall adversely affect the Grantee’s material rights under this Agreement without the Grantee’s\nconsent.\n\n20. No\nImpact on Other Benefits. The value of the Grantee’s Restricted Stock is not part of his normal or expected compensation for\npurposes of calculating any severance, retirement, welfare, insurance or similar employee benefit.\n\n21. Counterparts.\nThis Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together will constitute one\nand the same instrument. Counterpart signature pages to this Agreement transmitted by facsimile transmission, by electronic mail in portable\ndocument format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document,\nwill have the same effect as physical delivery of the paper document bearing an original signature.\n\n22. Acceptance.\nThe Grantee hereby acknowledges receipt of a copy of the Plan and this Agreement. The Grantee has read and understands the terms and provisions\nthereof, and accepts the Restricted Stock subject to all of the terms and conditions of the Plan and this Agreement. The Grantee acknowledges\nthat there may be adverse tax consequences upon the grant or vesting of the Restricted Stock or disposition of the shares and that the\nGrantee has been advised to consult a tax advisor prior to such grant, vesting or disposition.\n\n[SIGNATURE PAGE FOLLOWS]\n\nA-29\n\n**FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT**\n\n** **\n\nThis Restricted Stock Unit Award Agreement (the\n“Agreement”) between PMGC Holdings Inc., a Nevada corporation (the “Company”) and [*] (the “Award Recipient”)\nis effective as of [*] (the “Effective Date”). Any undefined terms appearing herein as defined terms shall have the same meaning\nas they do in the Company’s 2025 Equity Incentive Plan, as amended and/or restated from time to time (the “Plan”). The\nCompany will provide a copy of the Plan to the Award Recipient upon request. Capitalized terms that are used but not defined herein have\nthe meaning ascribed to them in the Plan.\n\n**WITNESSETH:**\n\n1. Award of Restricted Stock Units. Pursuant\nto the provisions of the Plan, the Company hereby awards the Award Recipient, subject to the terms and conditions of the Plan (incorporated\nherein by reference), and subject further to the terms and conditions in this Agreement, [*] restricted stock units (“RSUs”\nor the “Award”). Each RSU shall represent an unfunded, unsecured right for the Award Recipient to receive one (1) share\nof Common Stock, as described in this Agreement.\n\n2. Ownership Rights. The Award Recipient has no voting or other\nownership rights in the Company arising from the award of RSUs under this Agreement.\n\n3. Dividends. The Award Recipient shall\nbe credited with dividend equivalents equal to the dividends the Award Recipient would have received if the Award Recipient had been the\nowner of a number of shares of Common Stock equal to the number of RSUs credited to the Award Recipient on such dividend payment date\n(the “Dividend Equivalent”). Any Dividend Equivalent deriving from a cash dividend shall be converted into additional RSUs\nbased on the Fair Market Value of Common Stock on the dividend payment date. Subject to the Plan, any Dividend Equivalent deriving from\na dividend of shares of Common Stock shall be converted into additional RSUs on a one-for-one basis. The Award Recipient shall continue\nto be credited with Dividend Equivalents until the Settlement Date (defined below) (or, if applicable, the forfeiture of the corresponding\nAward). The Dividend Equivalents so credited shall be subject to the same terms and conditions as the corresponding Award, and they shall\nvest (or, if applicable, be forfeited) and be settled in the same manner and at the same time as the corresponding Award, as if they had\nbeen granted at the same time as such Award.\n\n4. Vesting of Award. The unvested portion\nof the Award is subject to forfeiture. Subject to the terms of the Plan and this Agreement, including without limitation, fulfillment\nof the employment requirements in paragraph 8 below, the Award will vest in accordance with the following schedule (except in the case\nof the Award Recipient’s earlier Separation from Service due to death or Disability or an earlier Change of Control Transaction,\nas set forth in paragraph 6 below): **[**Percentage or fraction**]**of the RSUs covered by this Award shall vest on [Vesting Schedule**]**of the Effective Date of this Award, *provided, however,*that, any RSU representing a fractional share of Common Stock shall\naccumulate and vest on the next following vesting date on which the aggregate of vested fractional shares represents a whole share of\nCommon Stock.\n\n5. Settlement. Once vested, the Award will be settled as follows:\n\nIn General. Subject\nto paragraph 11 of this Agreement the Award will be settled in Common Stock. Subject to the terms of the Plan, settlement of the vested\nportion of the Award shall occur on [*] (or if such date is not a business day, the business day immediately following such date); or,\nin the case of (i) the Award Recipient’s termination from service due to death or Disability or (ii) a Change of Control\nTransaction, settlement of the Award shall occur as of such earlier date set forth in paragraph 6 hereof (the “Settlement Date”).\nAs soon as practicable (but in no event more than 30 days) following the Settlement Date, the Company shall , issue or cause there to\nbe transferred to the Award Recipient (or, in the case of the Award Recipient’s death, to the Award Recipient’s designated\nbeneficiary or estate, as applicable or, in the case of the Award Recipient’s Disability, to the Award Recipient’s guardian\nor legal representative, if applicable and if permissible under applicable law) a number of whole shares of Common Stock equal to the\naggregate number of RSUs (rounded down to a whole number) granted to the Award Recipient under this Agreement (including, without limitation,\nthe RSUs attributable to Dividend Equivalents) that are vested as of the Settlement Date (the “Settlement Shares”). Notwithstanding\nthe foregoing, if the Award Recipient’s termination from service occurs due to Disability, any such settlement of the Award by reason\nof such termination from Service shall be delayed for six months from the date of the Award Recipient’s Separation from Service\nif the Participant is considered a “specified employee” for purposes of Section 409A of the Code (as determined in accordance\nwith the methodology established by the Company as in effect on the date of Separation from Service).\n\n(a) Termination of\nRights. Upon the issuance or transfer of Settlement Shares in settlement of the Award (including, without limitation, the RSUs\nattributable to Dividend Equivalents), the Award shall be settled in full and the Award Recipient (or his or her designated\nbeneficiary or estate, in the case of death) shall have no further rights with respect to the Award.\n\nA-30\n\n(b) Certificates or Book\nEntry. As of the Settlement Date, the Company shall, at the discretion of the Administrator or its designee, either issue one or more\ncertificates in the Award Recipient’s name for such Settlement Shares or evidence book-entry registration of the Settlement Shares\nin the Award Recipient’s name (or, in the case of death, to the Award Recipient’s designated beneficiary, if any). No fractional\nshares of Common Stock shall be issued in settlement of the RSUs, and any fractional share of Common Stock that would otherwise be Settlement\nStock as of the Settlement Date shall be settled through a cash payment based on the Fair Market Value of a share of Common Stock.\n\n(c) Conditions to Delivery.\nNotwithstanding any other provision of this Agreement, the Company shall not be required to evidence book-entry registration or issue\nor deliver any certificate or certificates representing Settlement Shares in the event the Company reasonably anticipates that such registration,\nissuance or delivery would violate Federal securities laws or other applicable law; *provided that* the Company must evidence book-entry\nregistration or issue or deliver said certificate or certificates at the earliest date at which the Company reasonably anticipates that\nsuch registration, issuance or delivery would not cause such violation.\n\n(d) Legends. The Settlement\nShares shall be subject to such stop transfer orders and other restrictions as the Administrator may deem reasonably advisable under the\nPlan or the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which such Settlement\nShares are listed, any applicable Federal or state laws or the Company’s Articles of of Incorporation, as amended, and Bylaws, and\nthe Administrator may cause a legend or legends to be put on or otherwise apply to any certificates or book-entry position representing\nSettlement Shares to make appropriate reference to such restrictions.\n\n6. Accelerated Vesting and Settlement on Change\nof Control Transaction and Termination From Service Due to Death and Disability. Notwithstanding anything in this Agreement to the\ncontrary:\n\n(a) Upon a Change of Control,\nthe Award (including, without limitation, the RSUs attributable to Dividend Equivalents) shall immediately and fully vest and become nonforfeitable,\nand such Award shall be settled as soon as practicable (but in no event more than 30 days) following the date of such Change of Control;\n*provided, however,* that, in the event that such Change of Control does not qualify as an event described in Section 409A(a)(2)(A)(v)\nof the Code and the regulations thereunder, the Award shall not be settled until the first Settlement Date that is also a permissible\npayment event under Section 409A of the Code and the regulations thereunder (but shall not be subject to the forfeiture provisions\nof paragraph 8 hereof following such Change of Control).\n\n(b) In the event of the Award\nRecipient’s Separation from Service due to death or Disability, the Award (including, without limitation, the RSUs attributable\nto Dividend Equivalents) shall immediately and fully vest and become nonforfeitable effective as of the date of the Award Recipient’s\nSeparation from Service due to death or Disability, and such Award shall be settled as soon as practicable (but in no event more than\n30 days) following the date of such Award Recipient’s Separation from Service due to death or Disability, as applicable.\n\n(c) The Administrator shall\nhave the sole and absolute discretion to determine whether the Award Recipient’s Separation from Service is by reason of Disability,\nas defined by the Plan and in accordance with Section 409A of the Code.\n\n7. Cancellation of Award. The\nAdministrator has the right to cancel for no consideration all or any portion of the Award in accordance with the Plan if the Award\nRecipient has been terminated for Cause. The Administrator shall have the power and authority to suspend the vesting of or the right\nto receive Settlement Shares in respect of all or any portion of the Award if the Administrator makes in good faith the\ndetermination described in the preceding sentence. Any such suspension of an Award shall remain in effect until the suspension shall\nbe presented to and acted on by the Administrator at its next meeting.\n\nA-31\n\n8. Service Requirements. Except as provided\nin this Agreement, in order to vest in and not forfeit the Award (or portion thereof, as the case may be), the Award Recipient must remain\na Service Provider. If there is a termination from service for any reason (other than due to death or Disability) before a portion of\nthe Award has fully vested, the Award Recipient will forfeit any portion of the Award and corresponding Dividend Equivalents that have\nnot vested as of the date of such termination of service, unless otherwise provided by the Administrator.\n\n9. No Right to Continued Service. Nothing\nin the Plan or this Agreement shall confer on the Award Recipient any right to continue as a Service Provider to the Company, the Parent,\nor a Subsidiary for any given period or on any specified terms nor in any way affect the Company’s, the Parent’s, or the Subsidiary’s\nright to terminate the Award Recipient’s employment without prior notice at any time for any reason or for no reason.\n\n10. Transferability. Unless otherwise determined\nby the Administrator, the RSUs subject to this Award (including, without limitation, Dividend Equivalents) may not be assigned, alienated,\npledged, attached, sold or otherwise transferred or encumbered by the Award Recipient otherwise than by will or by the laws of intestacy,\nand any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against\nthe Company, Parent, or Subsidiary; *provided, however,* that the designation of a beneficiary shall not constitute an assignment,\nalienation, pledge, attachment, sale, transfer or encumbrance.\n\n11. Adjustment in Award. The number of\nshares of Common Stock underlying this Award shall be subject to adjustment in accordance with Section 12 of the Plan, and the Administrator\nshall be authorized to make such other equitable adjustments of the Award or shares of Common Stock issuable pursuant thereto so that\nthe value of the interest of the Award Recipient shall not be decreased by reason of the occurrence of such event. Any such adjustment\nshall be deemed conclusive and binding on the Company, the Award Recipient, his or her beneficiaries and all other interested parties.\n\n12. Administration; Amendment. This Award\nhas been made pursuant to a determination by the Administrator and/or the Board of Directors of the Company, and the Administrator shall\nhave plenary authority to interpret, in its sole and absolute discretion, any provision of this Agreement and to make any determinations\nnecessary or advisable for the administration of this Agreement. All such interpretations and determinations shall be final and binding\non all persons, including the Company, the Award Recipient, his or her beneficiaries and all other interested parties. Subject to the\nterms of the Plan, this Agreement may be amended, in whole or in part, at any time by the Administrator; *provided, however*, that\nno amendment to this Agreement may adversely affect the Award Recipient’s rights under this Agreement without the Award Recipient’s\nconsent except such an amendment made to cause the Award to comply with applicable law, stock exchange rules or accounting rules.\n\n13. Binding Nature of Plan. The Award is\nsubject to the Plan. The Award Recipient agrees to be bound by all terms and provisions of the Plan and related administrative rules and\nprocedures, including, without limitation, terms and provisions and administrative rules and procedures adopted and/or modified after\nthe granting of the Award. In the event any provisions hereof are inconsistent with those of the Plan, the provisions of the Plan shall\ncontrol, except to the extent expressly modified herein pursuant to authority granted under the Plan.\n\n14. Compliance with Laws and Regulations.\nThe Award and the obligation of the Company to deliver the Settlement Shares subject to the Award are subject to compliance with all applicable\nlaws, rules and regulations, to receipt of any approvals by any government or regulatory agency as may be required, and to any determinations\nthe Company may make regarding the application of all such laws, rules and regulations.\n\nA-32\n\n15. Notices. Any notice to the Company under this Agreement\nshall be in writing to the following address:\n\nPMGC Holdings Inc.\n\n120 Newport Center Drive, Suite 249\n\nNewport Beach, CA 92660\n\nEmail: bensler.g@pmgcholdings.com\n\nThe Company will address any notice to the Award\nRecipient to his or her current address according to the Company’s personnel files. All written notices provided in accordance with\nthis paragraph shall be deemed to be given when (a) delivered to the appropriate address(es) by hand or by a nationally recognized\novernight courier service (costs prepaid); (b) sent by email; or (c) received by the addressee, if sent by U.S. mail to the\nappropriate address or by Company inter-office mail to the appropriate mail code. Either party may designate in writing some other address\nor facsimile number for notice under this Agreement.\n\n16. Withholding. The Award Recipient authorizes\nthe Company to withhold from his or her compensation, including the RSUs granted hereunder and the Settlement Shares issuable hereunder,\nto satisfy any income and employment tax withholding obligations in connection with this Award. No later than the date as of which an\namount first becomes includible in the gross income of the Award Recipient for federal income tax purposes with respect to any Settlement\nShares subject to this Award, the Award Recipient shall pay to the Company, or make arrangements satisfactory to the Company regarding\nthe payment of, all federal, state and local income and employment taxes that are required by applicable laws and regulations to be withheld\nwith respect to such amount. The Award Recipient agrees that the Company may delay delivery of the Settlement Shares until proper payment\nof such taxes has been made by the Award Recipient. Unless determined otherwise by the Administrator, the Award Recipient may satisfy\nsuch obligations under this paragraph 16 by any method authorized under the Plan.\n\n17. Voluntary Participation. Participation\nin the Plan is voluntary. The value of the Award is an extraordinary item of compensation outside the scope of the Award Recipient’s\nemployment contract, if any. As such, the Award is not part of normal or expected compensation for purposes of calculating any severance,\nresignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments.\n\n18. Force and Effect. The various provisions\nof this Agreement are severable in their entirety. Any judicial or legal determination of invalidity or unenforceability of any one provision\nshall have no effect on the continuing force and effect of the remaining provisions.\n\n19. Successors. This Agreement shall be\nbinding upon and inure to the benefit of the successors of the respective parties.\n\n20. Applicable Law. The validity, construction\nand effect of this Agreement and any rules and regulations relating to the Agreement shall be determined in accordance with the laws of\nthe State of New York, unless preempted by federal law, and also in accordance with Internal Revenue Code Section 409A and any interpretive\nauthorities promulgated thereunder.\n\nA-33\n\nIN WITNESS WHEREOF, this Agreement has been executed\nby an appropriate officer of PMGC Holdings Inc. and by the Award Recipient, both as of the day and year first above written.\n\nPMGC HOLDINGS INC.\n\nBy:\n\nName:\n\nTitle:\n\nAWARD RECIPIENT\n\nName:\n\nA-34\n\n**Appendix B**\n\n**FORM OF CERTIFICATE OF AMENDMENT\nOF\nTHE BYLAWS\nOF\nPMGC HOLDINGS INC.**\n\nI, Graydon Bensler, in my capacity\nas acting Secretary of PMGC Holdings Inc., a Nevada corporation (the “**Company**”), certify that (i) on [*], 2026,\nthe Board of Directors of the Company (the “**Board**”) adopted that certain Unanimous Written Consent of the Board, which,\namong other things, authorized and approved an amendment to the bylaws of the Company (the “**Bylaws**,” and such amendment,\nthe “**Amended Bylaws**”) as provided below, pursuant to Article XI of the Bylaws and (ii) on [*], 2026, the\nshareholders of the Company approved of the Amended Bylaws.\n\n**NOW, THEREFORE**, the\nBylaws are hereby amended as follows:\n\n1.\nArticle IV, Section 3 of the Bylaws shall be amended and restated in its entirety as follows:\n\n“**Section 3. Term of Directors**\n\n(a) The Board of Directors of the\ncorporation shall be classified into two classes, each with staggered terms, with the number of directors in Class I to be determined\nby the Board of Directors in its sole discretion, and the number of directors in Class II comprised of the remaining number of directors\nfrom such number initially fixed by the Board of Directors. Directors in each class shall be elected at the annual meeting of stockholders\nof the corporation for which each director’s term is expiring. Such staggered terms will begin following the election of directors\nat the 2027 annual meeting of stockholders. The directors initially elected in Class I will serve until the 2030 annual meeting of\nstockholders and the election and qualification of their successors. The directors initially elected in Class II will serve until\nthe 2028 annual meeting of stockholders and the election and qualification of their successors. At each successive annual meeting of stockholders,\nClass II directors will be up for election for a one-year term, and at each third annual meeting of stockholders following the\n2027 annual meeting of stockholders, Class I directors will be up for election for three-year terms.\n\nAny director appointed by the Board of\nDirectors of the corporation to fill a vacancy of a director that resigns, retires, is removed, or otherwise ceases to serve prior to\nthe end of such director’s term in office, shall hold office until the next election of the class for which such director has been\nchosen, and until that director’s successor has been elected and qualified or until his or her earlier resignation, removal or death.\n\nNo decrease in the number of directors\nconstituting the Board of Directors shall shorten the term of any incumbent director.\n\n(b) No person entitled to vote at\nan election for directors may cumulate votes to which such person is entitled.”\n\n2. Except\nas hereinabove mentioned and modified, the Bylaws shall remain in full force and effect.\n\nDated: [ ], 2026\n\nBy:\n\nGraydon Bensler\n\nActing Secretary\n\nB-1"}