Browse EX-10 agreements

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

…

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.

…

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.

…

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.

…

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

…

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

…

Web3hub Global Company Limited

20/F., No. 9 Des Voeux Road West, Sheung Wan, Hong Kong.

Tel.: (852) 2776 2311 Fax: (852) 2776 2257

PRIVATE & CONFIDENTIAL

Miss JIAO, JIE [HKID: [***]]	Date: April 01, 2026

Dear Miss Jiao,

Letter of Appointment

We are pleased to confirm your employment with Web3hub Global Company Limited (hereinafter called “the Employer”, on the terms and conditions under listed: -

Position	Chief Financial Officer
Monthly Salary	HK$30,000
Mode	Permanent
Working Hours	9:00 to 18:00 (5 days)
Commencement	April 01, 2026

Holidays:

The employee is entitled to all the * statutory holidays / public holidays;

Annual Leave:

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Management Service Agreement

THIS AGREEMENT is made the 1st April 2026 between

(1)	Goldford Informatics Limited whose registered office is situate at Unit B, 1/F., Po Sing Mansion, 157 Kowloon City Road, Kowloon, Hong Kong. (“Goldford”) and

(2)	Web3hub Global Company Limited whose registered office is situate at Unit B, 1/F., Po Sing Mansion, 157 Kowloon City Road, Kowloon, Hong Kong. (“Web3hub”)

WHEREBY Goldford shall provide management service (“Management Service”) to Web3hub Pursuant to the following terms and conditions:

1.	Scope

Management Service includes the provision of office space, utilities and office overheads.

2.	Term

One year commencing from 1st April 2026.

3.	Management service fee

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[•], 2026

Research Alliance Corporation III

600 Fifth Avenue, 23rd Floor

New York, New York 10020

	Re:	Initial Public Offering

Ladies and Gentlemen:

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Research Alliance Corporation III, a Cayman Islands exempted company (the “Company”) and Leerink Partners LLC, as the sole underwriter named therein (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”) of up to 7,500,000 of the Company’s Class A ordinary shares, par value $0.0001 per share ( “Ordinary Shares”). The Ordinary Shares will be sold in the Public Offering pursuant to a registration statement on Form S-1 and a prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”). Certain capitalized terms used herein are defined in paragraph 1 hereof.

…

RESEARCH ALLIANCE CORPORATION III

600 Fifth Avenue, 23rd Floor

New York, New York 10020

[•], 2026

Research Alliance Holdings III LLC

c/o RA Capital

200 Berkeley Street, 18th Floor

Boston, MA 02116

Ladies and Gentlemen:

(a) This letter agreement (this “Agreement”) will confirm our agreement that, to the fullest extent permitted by applicable law, the Company agrees to defend, indemnify, hold harmless and exonerate (including the advancement of expenses to the fullest extent permitted by applicable law) the Sponsor, its directors, officers, employees, principals, managers, partners, members, shareholders, equityholders, control persons, affiliates, agents, advisors, consultants and representatives, including for the avoidance of doubt RA Capital Management, L.P. (“RA Capital Management”), (the “Indemnitees”), from any claims, losses, liabilities, obligations, causes of action, proceedings (whether pending or threatened), investigations, damages, awards, settlements,

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