Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

Standard Exclusive License Agreement between NorthStrive Defense Tech LLC and Licensor

As of June 30, 2026 (the "Effective Date"), NorthStrive Defense Tech LLC ("NorthStrive Defense Tech"), a wholly owned subsidiary of PMGC Holdings Inc. (the "Company"), entered into a Standard Exclusive License Agreement with Know-How (the "License Agreement") with a certain licensor ("Licensor"). Under the License Agreement, Licensor granted NorthStrive Defense Tech a worldwide, non-transferable, exclusive license ("License") to make, have made, use, sell, have sold, and import licensed products covered by U.S. Patent No. 12,291,334 and associated know-how in the field of aerospace and defense technologies (such fields, the "Licensed Field"). NorthStrive Defense Tech has the right to grant sublicenses to third parties, subject to the terms of the License Agreement.

NorthStrive Defense Tech has provided Licensor with a development plan, pursuant to which NorthStrive Defense Tech intends to develop and commercialize Licensed Products (as defined below). On or before January 15 of each calendar year, NorthStrive Defense Tech shall provide Licensor with a written development report that describes in detail as of that reporting period, all development and commercialization activities for each Licensed Product and, at least one year before commencement of commercial production of Licensed Products, specifics of planned manufacturing or production, together with an updated Development Plan for the next annual period. NorthStrive Defense Tech's failure to perform substantially in accordance with the then-current development plan or meet any diligence milestone constitutes, in each case, shall be a material breach of the License Agreement.

In partial satisfaction of its obligations to bring Licensed Products to market, NorthStrive Defense Tech agreed to achieve the diligence milestones set forth in the License Agreement within the time specified for each milestone. NorthStrive Defense Tech may request an extension of any milestone due date, which request Licensor shall consider in good faith, provided that NorthStrive Defense Tech has evidenced commercially reasonable efforts to achieve the milestone by the date due. The milestones in the License Agreement are good-faith projections and are subject to change The parties may adjust timelines by mutual written agreement. Failure to meet a milestone date shall not constitute a breach of the License Agreement provided that NorthStrive Defense Tech has timely requested an extension under Section 3.3(b) of the License Agreement.

In consideration of the License, NorthStrive Defense Tech shall pay to Licensor a non-refundable, non-creditable license issue fee of within thirty (30) days of the Effective Date. NorthStrive Defense Tech shall also pay to Licensor a non-refundable, non-creditable annual license maintenance fee upon each anniversary of the Effective Date, commencing on the first anniversary and ending in the year the first Net Sales (as defined in the License Agreement) of a Licensed Product is achieved.

NorthStrive Defense Tech also agreed to pay royalties to Licensor according to the payment terms set forth in the License Agreement. NorthStrive Defense Tech shall also make certain sublicense payments to Licensor, as further set forth in the License Agreement.