Browse EX-10 agreements

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CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL.

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FIRST AMENDMENT

TO

REVENUE PARTICIPATION RIGHT PURCHASE AND SALE AGREEMENT

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This First Amendment to the Revenue Participation Right Purchase and Sale Agreement (defined below) (this “First Amendment”), dated as of March 26, 2026 (the “First Amendment Effective Date”), is entered into by and among ZENAS BIOPHARMA, INC., a Delaware corporation (as “Seller”), and Royalty Pharma Investments 2019 ICAV, an Irish collective asset management vehicle (as “Buyer”).

RECITALS

WHEREAS, Buyer and Seller entered into that certain Revenue Participation Right Purchase and Sale Agreement, dated as of September 2, 2025 (as further amended, restated, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “Agreement”); and

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E****xhibit 10.3

CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL.

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LOAN AGREEMENT

Dated as of March 14, 2026

among

ZENAS BIOPHARMA, INC.

(as Borrower and a Credit Party),

THE GUARANTORS SIGNATORY HERETO OR OTHERWISE PARTY HERETO FROM TIME TO TIME

(as additional Credit Parties),

BIOPHARMA CREDIT PLC

(as Collateral Agent),

BPCR LIMITED PARTNERSHIP

(as a Lender)

and

BIOPHARMA CREDIT INVESTMENTS V (MASTER) LP

(as a Lender)

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Table of Contents

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Exhibit 10.2

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CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL.

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AMENDMENT NO. 3 TO LICENSE AGREEMENT

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This Amendment No. 3 (this “Amendment”) is entered into as of March 13, 2026 (the “Amendment Effective Date”) by and between Xencor, Inc., a Delaware corporation (“XENCOR”), and Zenas BioPharma, Inc., a Delaware corporation formerly known as Zenas BioPharma (Cayman) Limited, an exempted company organized under the Laws of the Cayman Islands (“Licensee”). XENCOR and Licensee may each be referred to herein individually as a “Party” and collectively as the “Parties.”

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RECITALS

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WHEREAS, the Parties entered into that certain License Agreement dated May 27, 2021 (as amended, the “Agreement”); and

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CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL.

Letter Agreement for Collaboration on [***] Clinical Trial for ZB021/ICP-054

This letter agreement (this “Letter Agreement”) is being entered into as of this 12th day of February 2026 (the “Effective Date”), by and between Zenas BioPharma, Inc. (“Zenas”) and InnoCare Pharma Inc. (“InnoCare”) in connection with a contemplated [***] clinical trial for ICP-054, InnoCare’s proprietary Interleukin-17 (IL-17) inhibitor with high affinity to both IL-17 AA and AF, having the structure set forth in Schedule 1.1.49 of the License Agreement signed between Zenas and InnoCare on October 7, 2025 (the “License Agreement”) and also referred to as ZB021/ICP-054 by the respective Parties (the “IL-17 Compound”). Zenas and InnoCare are each referred to as a “Party” and collectiv

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PORTIONS OF THIS EXHIBIT HAVE BEEN REDACTED BECAUSE IT IS NOT MATERIAL AND OF A TYPE THAT PMGC HOLDINGS INC. TREATS AS PRIVATE OR CONFIDENTIAL. SUCH REDACTED PORTIONS ARE INDICATED WITH “[***].”

STOCK PURCHASE AGREEMENT

between

[***],

[***], A&B AEROSPACE, INC.,

and

PMGC Holdings Inc.

dated as of

May 11, 2026

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (this “Agreement”), dated as of [*], 2026, is entered into by and among A&B Aerospace, Inc., a California corporation (the “Company”), [***], and [***], constituting all of the stockholders of the Company (collectively, “Sellers”), and PMGC Holdings Inc., a Nevada corporation (“Buyer”). Capitalized terms used in this Agreement have the meanings given to such terms herein, including those set forth in Exhibit A attached hereto.

RECITALS

WHEREAS, Sellers own 100% of the issued and outstanding shares (the “Shares”), of the Company; and

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Date of Agreement: 1 April 2023

Between:

	1.	Web3hub Global Company Limited (hereinafter referred to as “Web3hub” or “the Company”)

	2.	吳傑莊 (Johnny Ng) (hereinafter referred to as “Johnny Ng”) (Major shareholder of the Company)

	3.	黃俊瑯 (Caspar Wong) (hereinafter referred to as “Caspar Wong”) (Chief Executive Officer / CEO of the Company)

	4.	林芷瑋 (Joey Lam) (hereinafter referred to as “Joey Lam”) (Director of the Company)

	5.	金寶丹 (Suki Jin) (hereinafter referred to as “Suki Jin”) (Chief Operating Officer / COO of the Company)

1: Purpose of the Agreement

This Agreement aims to regulate the cooperation between Web3hub, its major shareholder Johnny Ng, and the other signatories (including the Company’s management), particularly with respect to the rights and obligations concerning the receipt, payment, and conversion of cryptocurrency.

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Contract Date: April 1, 2025

Between:

	1.	Web3hub Global Company Limited (hereinafter referred to as “Web3hub” or “the Company”)

	2.	吳傑莊 (Johnny Ng) (hereinafter referred to as “Johnny Ng”)

1: Purpose of the Agreement

This Agreement is entered into for the purpose of regulating the appointment by Web3hub of Johnny Ng to operate the main collection and fund transfer wallet for cryptocurrency investment, and to clearly define the rights and obligations of both parties during the investment operation process.

2: Investment and Operation Authority

	1.	Main collection and fund transfer wallet (operated by Johnny Ng in accordance with instructions from Web3hub):

	o	ETH wallet address: [***]

	o	Ownership and control: All wallets are wholly owned and controlled by Web3hub.

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Contract Date: 1 April 2023

Between:

	1.	Web3hub Global Company Limited (hereinafter referred to as “Web3hub / the Company”)

	2.	G-Rocket Holdings Limited (hereinafter referred to as “G-Rocket”)

	3.	吳傑莊 (Johnny Ng) (hereinafter referred to as “Johnny Ng”)

Representations and Disclosures

The signing parties hereby confirm and represent:

	1.	G-Rocket directly holds 80% of the shares of Web3hub and is the controlling shareholder of Web3hub.

	2.	Johnny Ng is the ultimate beneficial owner of Web3hub as of the contract date.

	3.	All parties have fully understood and are aware of the above shareholding and control relationships.

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WEB3LABS GLOBAL INC.

2026 EQUITY INCENTIVE PLAN

	1.	Purpose

The Plan’s purpose is to attract, retain, and motivate persons who make important contributions to the Company by providing these individuals with the opportunity to acquire Shares. Additionally, the Plan is intended to align the interests of these individuals to those of the Company’s other shareholders.

	2.	Definitions

	2.1.	Administrator means the Board or a Committee to the extent the Board’s powers and authorities under the Plan have been delegated to a Committee. “Administrator” also includes any officer that has been delegated authority pursuant to Section 4.2 for such time as such delegation is in effect.

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Web3Labs Global Inc.

Flat B, 1/F., Po Sing Masion, No. 157 Kowloon City Road Kowloon, Hong Kong Tel: +852 27762311

____________, 2026

[Director’s name,

address,

telephone and email]

Re: Offer To Serve As An Independent Director

Dear ____________:

Web3Labs Global Inc., a Cayman Islands exempted company (the “Company”, “we”, “us” or similar terminology), is pleased to offer you (the “Director”) positions as an independent member of its Board of Directors (the “Board”), [Chairman/member] of the Audit Committee of the Board, and [Chairman/member] of Compensation Committee [and/or] [Chairman/member] of Nominating and Corporate Governance Committee (together with Audit Committee and Compensation Committee, collectively, the “Committees”). We believe your background and experience will be a significant asset to the Company and we look forward to your participation on the Board and the Committees. Should you choose to accept the positions as a member of the Board and the Committees, this letter agreement

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Employment Contract – HQ	Web3hub Global Company Limited 第三代互聯網基地有限公司

僱傭合約 Employment Contract

本僱傭合約由 第三代互聯網基地有限公司 (以下簡稱「僱主」) 與 李海鹏 *先生 /女士 (以下簡稱「僱員」) 於_ 2024/08/01 （年/月/日） 訂立，雙方同意遵守下列僱員僱傭條款及條件:

An agreement made between Web3hub Global Company Limited (hereinafter called “the Employer” / “Company”) and *Mr. /Ms. Li, Haipeng(Eddie)_(hereinafter called "the Employee”) at the day of 2024/08/01 Both Employer and Employee hereby agree to be bound by the following terms and conditions for Permanent staff:

	1.	受僱日期 Commencing Date 由 Effect from 2024/08/01

	2.	受僱職位 Position Marketing Executive

	3.	受僱部門 Department Marketing & External Liaison

	4.	工作地點 Place of Employment 在家工作 (香港境外) Work from home (outside Hong Kong)

	5.	工作時間 Hours of work 自定 Custom

	6.	工資 Salary

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Employment Contract – HQ	Web3hub Global Company Limited 第三代互聯網基地有限公司

僱傭合約 Employment Contract

本僱傭合約由 第三代互聯網基地有限公司 (以下簡稱「僱主」) 與 金寶丹 *先生 /女士 (以下簡稱「僱員」) 於_ 2024/03/01 （年/月/日） 訂立，雙方同意遵守下列僱員僱傭條款及條件:

An agreement made between Web3hub Global Company Limited (hereinafter called “the Employer” / “Company”) and *Mr. /Ms. JIN, Baodan(Suki)_(hereinafter called “the Employee”) at the day of 2024/03/01 Both Employer and Employee hereby agree to be bound by the following terms and conditions for Permanent staff:

	1.	受僱日期 Commencing Date 由 Effect from 2024/03/01

	2.	受僱職位 Position Vice President ( Business Development and Public Relations )

	3.	受僱部門 Department Marketing & External Liaison

	4.	工作地點 Place of Employment 在家工作 (香港境外) Work from home (outside Hong Kong)

	5.	工作時間 Hours of work 自定 Custom

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