Execution Version

Milestone Pharmaceuticals Inc.

Common Shares

(without par value)

Controlled Equity OfferingSM

Sales Agreement

May 13, 2026

Cantor Fitzgerald & Co. 499 Park Avenue New York, NY 10022

Ladies and Gentlemen:

Milestone Pharmaceuticals Inc., a corporation continued under the laws of the Province of Québec, Canada (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:

1.

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell to or through the Agent, as sales agent or principal, common shares of the Company, without par value per share ( “Common Shares”) which shall be referred to herein as the “Placement Shares”; provided, however, that in no event shall the Company issue or sell through the Agent such number or dollar amount of Placement Shares that would (a) exceed the number or dollar amount of Common Shares registered on the effective Registration Statement (defined below) pursuant to which the offering is being made, (b) exceed the number of authorized but unissued Common Shares (less Common Shares issuable upon exercise, conversion or exchange of any outstanding securities of the Company or otherwise reserved from the Company’s authorized capital stock), (c) exceed the number or dollar amount of Common Shares permitted to be sold under Form S-3 (including General Instruction I.B.6 thereof, if

…

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of January 19, 2026, (the “Effective Date”) by and between Milestone Pharmaceuticals USA, Inc. (the “Company”), and David Sandoval (“Executive”) (collectively referred to as the “Parties” or individually referred to as a “Party”).

R E C I T A L S

WHEREAS the Company desires to employ Executive as its General Counsel and Chief Compliance Officer, and to enter into an agreement embodying the terms of such employment; and

WHEREAS Executive desires to accept such employment and enter into such an agreement.

A G R E E M E N T

NOW, THEREFORE, in consideration of the premises and mutual covenants herein and for other good and valuable consideration, the Parties agree as follows:

	1.	Duties and Scope of Employment.

(a)Positions and Duties. As of the Effective Date, Executive will serve as General Counsel and Chief Compliance Officer of the Company reporting directly to the Chief Executive Officer (the “CEO”). Executive will render such business and professional services in the performance of Executive’s duties, consistent with Executive's position within the Company, as shall reasonably be assigned to Executive by the Company’s CEO. The period of Executive’s at-will employment under the terms of this Agreement is referred to herein as the “Employment Term.”

…

​

MILESTONE PHARMACEUTICALS INC.

AMENDED AND RESTATED NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

Each member of the Board of Directors (the “Board”) of Milestone Pharmaceuticals Inc. (the “Company”) who is not also serving as an employee of the Company or any of its subsidiaries (each such member, an “Eligible Director”) will receive the compensation described in this Non-Employee Director Compensation Policy (this “Policy”). An Eligible Director may decline all or any portion of his or her compensation by giving notice to the Company prior to the date cash is to be paid or equity awards are to be granted, as the case may be. This Policy may be amended at any time in the sole discretion of the Board or the Compensation Committee of the Board.

Annual Cash Compensation

The annual cash compensation amount set forth below is payable to Eligible Directors in equal quarterly installments, payable in arrears on the last day of each fiscal quarter in which the service occurred. If an Eligible Director joins the Board or a committee of the Board at a time other than effective as of the first day of a fiscal quarter, each annual retainer set forth below will be pro-rated based on days served in the applicable fiscal year, with the pro-rated amount paid for the first fiscal quarter in which the Eligible Director provides the service, and regular full quarterly payments to be paid thereafter. All annual cash fees are vested upon payment.

	1.	Annual Board Service Retainer:

…

US_ACTIVE\127388755\V-1 EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is dated July 22, 2024 and effective as of July 9, 2024 (the “Effective Date”), by and between IMMUNIC, INC., a Delaware corporation (the “Company”), and Jason Tardio (the “Employee”). WHEREAS, the Company has appointed the Employee to be an officer of the Company effective as of July 9, 2024; WHEREAS, the Employee will begin to serve pursuant to the terms of this Agreement on July 12, 2024; WHEREAS, the Company desires that the Employee joins the Company to serve in the capacity of Chief Operating Officer and President of the Company, and the Employee has agreed to serve in such position in accordance with the terms and conditions of this Agreement; NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, and for other valuable consideration, the Company and the Employee hereby agree as follows: 1. Certain Definitions. The following terms, as used herein, have the following meanings: (a) “Cause” means one or more of the following: (i) the Employee’s willful failure to perform his duties hereunder or the lawful directives of the Company’s Board of Directors or nominees thereof (other than as a result of illness or injury), (ii) the conviction of, or plea of nolo contendere by, the Employee to, a felony or a crime involving moral turpitude, (iii) the Employee’s commission of any willful acts of personal dishonesty in connection with his responsibilities as an employee of the Company that could reasonably be expected to materially impair or damage the

…

​

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.

​

FIRST AMENDMENT

TO

REVENUE PARTICIPATION RIGHT PURCHASE AND SALE AGREEMENT

​

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

WHEREAS, in accordance with Section 11.4 of the Agreement, the Buyer and Seller desire to amend the Agreement on the terms and conditions set forth herein.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and intending to be legally bound by this First Amendment, each of the undersigned hereby agrees and declares as follows:

…

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.

​

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)

​

​

​

---

​

Table of Contents

​	​		Page
​	​		​
1	ACCOUNTING AND OTHER TERMS		1
​	1.1	Accounting.	1
​	1.2	Defined Terms.	1
​	1.3	Currency.	1
​	1.4	SOFR.	1
​	​	​	​
2	LOANS AND TERMS OF PAYMENT		2
​	2.1	Promise to Pay.	2
​	2.2	Term Loans.	2
​	2.3	Payment of Interest on Credit Extensions.	8
​	2.4	Expenses.	10
​	2.5	Requirements of Law; Increased Costs.	11
​	2.6	Taxes; Withholding, Etc.	11
​	2.7	Additional Consideration; Exit Consideration	14
​	2.8	Evidence of Debt; Note Register; Term Loan Notes.	15
​	​	​	​
3	CONDITIONS TO TERM LOANS		16
​	3.1	Conditions Precedent to Tranche A Loan.	16

…

​

Exhibit 10.2

​

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.

​

AMENDMENT NO. 3 TO LICENSE AGREEMENT

​

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.”

​

RECITALS

​

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

​

WHEREAS, through this Amendment the Parties would like to clarify and confirm that certain derivatives and variants of obexelimab were intended to be included within the scope of the assets that were licensed to Licensee under the Agreement.

​

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the Parties agree as follows:

​

1. Amendment to Article 1 (Definitions)

​

1.1Section 1.48 (Licensed Asset) is hereby amended and restated in its entirety as follows:

​

…

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 collectively as the “Parties.”

WHEREAS,

A.	Pursuant to the License Agreement, Zenas and InnoCare will each Develop the IL-17 Products in its Respective Territory;

…

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

WHEREAS, Sellers wish to sell to Buyer, and Buyer wishes to purchase from Sellers, the Shares, subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I Purchase and sale

…

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.

	2.2.	Affiliate means (i) any person or entity that directly or indirectly controls, is controlled by or is under common control with the Company and/or (ii) to the extent provided by the Board or a Committee, any person or entity in which the Company has a significant interest as determined by the Board or a Committee in its discretion. The term “control” (including, with correlative meaning, the terms “controlled by” and “under common control with”), as applied to any person or entity, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person or entity, whether through the ownership of voting or other securities, by contract or

…

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 (the “Agreement”) shall constitute an agreement between you and the Company and contains all the terms and conditions relating to the services you agree to provide to the Company.

…

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

每月底薪 Basic Salary per month CNY25,000.00 (包括膳食時間薪金Pay Meal Breaks included)

另加以下津貼 Plus the following allowances :-

交通津貼每月 Travel

Allowance per month HK$Nil

假期薪金(每月) Rest

Days Pay: HK$Nil

	7.	支付工資 Payment

每月壹次，於每月5號以銀行自動轉帳或支票支付。如當天為公眾假期，則薪金將改於下一個工作天發出。

Once every month via bank auto pay or a bank cheque, on the fifth calendar day of the month. If the fifth day is a public holiday, the salary payment will be paid into the Employee’s account on the next work day.

…