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8-K primary document
ELAB · Current Report (Form 8-K) · Filed July 9, 2026

Pmgc Holdings Inc — 8-K exhibit

ea029751401ex10-1.htm
Pmgc Holdings Inc on Boardroom Alpha

Exhibit 10.1

 

Agreement of Merger

 

This Agreement of Merger is entered into between A&B Aerospace, Inc., a California corporation, with California Entity Number 1806662 (herein “Surviving Corporation”), and AGA Precision Systems LLC, a California limited liability company with California Entity Number 202103510407 (herein “Merging Entity”).

 

WHEREAS, the Merging Entity and the Surviving Entity are each 100% owned by PMGC Holdings Inc., a Nevada corporation (“Parent”); and

 

WHEREAS, the Parent is desirous of having the Merging Entity merge with and into the Surviving Corporation (the “Merger”); and

 

WHEREAS, the Board of Directors of the Parent, acting as the sole shareholder of each of the Merging Entity and the Surviving Corporation, have approved the terms of the Merger and this Agreement of Merger.

 

NOW, THEREFORE, the parties hereto hereby agree as follows:

 

1.Merging Entity shall be merged into Surviving Corporation.

 

2.All membership interests in Merging Entity shall be cancelled without consideration.

 

3.All issued and outstanding shares of Surviving Corporation shall remain outstanding and are not affected by the merger.

 

4.Merging Entity shall from time to time, as and when requested by Surviving Corporation, execute and deliver all such documents and instruments and take all such action necessary or desirable to evidence or carry out this Merger.

 

5.The effect of the Merger and the effective date of the Merger are as prescribed by law.

 

IN WITNESS WHEREOF the parties have executed this Agreement of Merger.

 

[signature page follows]

 

 

 

 

PMGC HOLDINGS INC.    
     
/s/ Graydon Bensler                  
Name: Graydon Bensler    
Title: Chief Executive Officer    
Date: July 2, 2026    
       
A&B AEROSPACE, INC.    
     
/s/ Graydon Bensler    /s/ James Dawson
Name: Graydon Bensler   Name: James Dawson
Title: Director   Title: Director
Date: July 2, 2026   Date: July 2, 2026
     
/s/ Graydon Bensler    
Name: Graydon Bensler    
Title: Secretary    
Date: July 2, 2026    
     
AGA PRECISION SYSTEMS LLC    
     
/s/ Graydon Bensler    /s/ Melissa Stepovich     
Name: Graydon Bensler       Name: Melissa Stepovich
Title: PMGC Holdings Inc., Sole Member   Title: Secretary
Date: July 2, 2026   Date: July 2, 2026

 

 

 

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