PMGC Holdings Inc.

EX-10.1 · TERM SHEET BETWEEN NORTHSTRIVE DEFENSE TECH LLC AND FLORIDA STATE UNIVERSITY RES

EX-10.1
 2
 ea029372601ex10-1.htm
 TERM SHEET BETWEEN NORTHSTRIVE DEFENSE TECH LLC AND FLORIDA STATE UNIVERSITY RESEARCH FOUNDATION DATED JUNE 2, 2026

 Exhibit
10.1

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

 TERM
SHEET CHART

 This
Term Sheet is effective June 2, 2026 , by and between the Florida State University Research Foundation, Inc. (“FSURF”) ,
a Florida direct-support organization of Florida State University (the “University”), and NorthStrive Defense Tech LLC
(“Licensee”) . It sets out the principal terms on which FSURF will license the Patent Rights and Know-How below, and is
intended to be binding on the parties, who will negotiate in good faith a definitive License Agreement consistent with these terms.

 Term

 FSU Proposed

 License Exclusivity
 Exclusive

 Sublicensable
 Yes

 Field
 Aerospace and Defense Technologies

 Territory
 Worldwide

 Retained Rights
 FSURF reserves: (a) for itself, Florida State University, including Florida State University patient care facilities, and any non-profit institution or governmental entity the right to practice and have practiced on their behalf, the Patent Rights for research, clinical, and educational purposes and/or as necessary to comply with any applicable governmental requirements or guidelines governing the use and sharing of research materials; and (b) all rights not expressly granted

 Know-how
 Included, non-exclusive license.

 Licensed Patents
 22-033 “Multi-Media Parcel Transportation Systems and Method” US12,291,334

 Diligence
 Requested suggestions and timeline from Licensee- examples and chart below

 License Issue Fee
 $[***]

 Annual License Maintenance Fee

 Payment Year

 $ [***] 2029 and every year thereafter until Net Sales of a Licensed
 Product is achieved

 Royalty

 4.3.1 For the first [***]
 ($[***]) dollars of cumulative Net Sales, Licensee shall pay to FSURF earned royalties calculated as a percentage of Net Sales as follows.
 Royalties are not additive, but are payable based on the highest applicable rate. For clarity, the first [***] ($[***]) dollars of cumulative
 Net Sales is for the life of the Agreement so once $[***] in sales is met, all royalties on sales thereafter will be subject to the rates
 in 4.3.2 below.

 (a) [***] ([***]%) percent of Net Sales of Licensed Products within
 Subsection (a) or (b) of the definition.

 (b) [***] percent ([***] %) of Net Sales of Licensed Products within
 Subsection (c) but not within Subsection (a) or (b) of the definition.

 4.3.2 After the first [***]
 ($[***]) dollars of cumulative Net Sales, Licensee shall pay to FSURF earned royalties calculated as a percentage of Net Sales as follows.
 Royalties are not additive, but are payable based on the highest applicable rate.

 (a) [***] ([***] %) percent of Net Sales of Licensed Products within Subsection (a) or (b) of the definition.

 (b) [***] percent ([***] %) of Net Sales of Licensed Products within Subsection (c) but not within Subsection (a) or (b) of the definition.

 Minimum Royalty
 Yr 1 and each year thereafter $[***]

 Milestone Payments
 None

 Sublicense Payments

 [***]% of amounts received until first commercial-grade unit is built
 and validated, then [***]%.

 Equity or Exit Fee
 None

 Development plan
 See Appendix B

 Patent Cost Reimbursement
 Licensee shall pay FSURF: (a) $[***] within thirty (30) days of the Effective Date to reimburse costs and expenses associated with the Patent Rights prior to the Effective Date; (b) an amount to reimburse additional costs and expenses, if any, associated with the Patent Rights prior to the Effective Date that are not included in Subsection (a), within thirty (30) days of invoice from FSURF; and (c) all documented costs and expenses incurred by FSURF related to the preparation, filing, prosecution and maintenance of the Patent Rights, within thirty (30) days of invoice from FSURF.

 Assignment

 9.1 Permission. This Agreement
 and/or Licensee’s obligations and/or benefits hereunder may not be transferred, delegated or assigned by Licensee except with the
 prior written consent of FSURF. FSURF may transfer, delegate or assign this Agreement, the Patent Rights, Know-How and/or its obligations
 and/or benefits hereunder without the consent of Licensee. Any attempted transfer or conveyance by Licensee in contravention of this Agreement
 is null and void.

 9.2 Consent. Consent to assignment
 by FSURF shall and be conditioned on: (a) Licensee being in full compliance with this Agreement; and (b) that such assignee or transferee:
 (i) agrees in writing to be bound by the terms and conditions of this Agreement; (ii) has greater net assets than does Licensee; (iii)
 is not adverse to FSURF or its Affiliates in any action, suit or dispute; and (iv) is not materially detrimental to the reputation of
 FSURF or its Affiliates. Consent for an assignment to an affiliate, or in connection, with a merger or sale of all or substantially all
 of its assets shall not be unreasonably withheld.

 2

 This Term Sheet constitutes a legally binding and enforceable agreement between the parties. Unless otherwise expressly provided herein,
capitalized terms used but not defined in this Term Sheet shall have the meanings ascribed to them in the License Agreement. License
Agreement will include other standard and customary terms, conditions, representations, warranties.

 This
Term Sheet expires June 30, 2026 unless a License Agreement has been approved by the Vice President for Research, Florida State University,
and executed by both parties.

 Agreed and accepted:

 NORTHSTRIVE DEFENSE TECH, LLC:

 FLORIDA STATE UNIVERSITY RESEARCH FOUNDATION, INC.

 /s/ Melissa Stepovich

 /s/ Valerie Landrio McDevitt

 Date: 6/2/2026

 Melissa Stepovich

 Date: 6/2/2026

 Secretary, NorthStrive Defense Tech LLC

 Valerie Landrio McDevitt

 Associate Vice President, Florida State University

 Acknowledged and agreed:

 /s/ Camilo Ordonez

 Camilo Ordonez, Ph. D

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 Appendix
B - Development Plan

 This
high-level Development Plan covers the next three to five years for the Licensed Product (FSU Ref. 22-033, US Patent 12,291,334). All
milestones, dates, and figures below are good-faith projections only, are not commitments, and are subject to change as technical, funding,
and market conditions develop. Licensee will pursue them using commercially reasonable efforts, and the parties may adjust timelines
by mutual agreement.

 [***]

 4

EX-10.2 · EDUCATIONAL RESEARCH AGREEMENT BETWEEN NORTHSTRIVE DEFENSE TECH LLC AND FLORIDA

EX-10.2
 3
 ea029372601ex10-2.htm
 EDUCATIONAL RESEARCH AGREEMENT BETWEEN NORTHSTRIVE DEFENSE TECH LLC AND FLORIDA STATE UNIVERSITY RESEARCH FOUNDATION DATED JUNE 1, 2026

 Exhibit
10.2

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

 EDUCATIONAL RESEARCH AGREEMENT

 THIS AGREEMENT is made and entered into on this
1 st day of June, 2026, by and between NorthStrive Defense Tech LLC with its principal administrative offices at 120 Newport
Center Drive, Newport Beach, CA 92660 (hereinafter called SPONSOR) and the Florida State University Research Foundation, Inc. (hereinafter
called FSURF), a direct support organization for the Florida State University, a non-profit public university located in Tallahassee,
Florida (hereinafter called FSU) The research performed shall be provided by the Center for Intelligent, Systems, Control, and Robotics
(CISCOR) under the direction of Dr. Christian Hubicki (hereinafter called PROVIDER).

 RECITALS

 A. SPONSOR desires that the PROVIDER perform certain
research described in Attachment A and entitled “UAV-dragged Aquatic Payload System: Proof-of-concept Prototype and Evaluation”
(the RESEARCH).

 B. The PROVIDER has agreed to do so under the
terms and conditions hereinafter set forth.

 NOW THEREFORE, the Parties hereto mutually covenant
and agree as follows:

 1. PERIOD OF PERFORMANCE

 The period of performance under this AGREEMENT
is specified as June 1, 2026 through June 1, 2027 unless sooner terminated (TERM). Either party to this AGREEMENT may terminate the AGREEMENT
by giving not less than thirty (30) days advance written notice in accordance with the terms herein.

 2. RESEARCH

 2.1 The PROVIDER will use its best reasonable
efforts to conduct the RESEARCH (herein so called) described in Attachment A, attached hereto and incorporated herein. The PROVIDER will
utilize FSU facilities, including available machining and fabrication resources, to conduct the RESEARCH. Where project timelines require,
the PROVIDER may engage qualified third-party fabrication resources. FSURF shall retain title to all equipment purchased or fabricated
with SPONSOR funds in accordance with Section 3.2 of this Agreement.

 2.2 SPONSOR understands that FSU’s primary
mission is education and advancement of knowledge, and, consequently, the RESEARCH will be designed to carry out that mission. The manner
of performance of the RESEARCH shall be determined solely by the PROVIDER. The PROVIDER does not guarantee specific results, and the

 RESEARCH will be conducted only on a best reasonable
efforts basis.

 2.3 SPONSOR understands that the PROVIDER may
be involved in similar research through the same or other researchers on behalf of itself and others. The PROVIDER shall be free to continue
such research, and SPONSOR shall not gain any rights via this AGREEMENT to such other research.

 2.4 The Parties acknowledge that operation of
UAS prototypes during the RESEARCH may be subject to FAA altitude restrictions and applicable environmental regulations. The PROVIDER
will conduct all prototype testing in compliance with applicable federal, state, and local regulations. SPONSOR and PROVIDER will cooperate
in good faith to address any regulatory requirements that arise in connection with the RESEARCH.

 3. COMPENSATION

 3.1 As consideration for the performance by the
PROVIDER of its obligations under this fixed-price AGREEMENT, SPONSOR will fund the RESEARCH as described in the budget, Attachment B.
Payment is to be made to the Florida State University Research Foundation, Inc, 2000 Levy Avenue, Suite 351, Tallahassee, Florida 32310
within thirty (30) days of the date invoiced to the SPONSOR.

 3.2 FSURF shall retain title to all equipment
purchased and/or fabricated by it with funds provided by SPONSOR under this AGREEMENT.

 4. LIABILITY

 SPONSOR shall, to the extent authorized by law,
hold the PROVIDER harmless from liability resulting from SPONSOR’s negligent acts or omissions pertaining to its activities carried
out by reason of its obligations under this AGREEMENT; provided, however, SPONSOR shall not hold the PROVIDER harmless from any claims,
demands or causes of action arising in favor of any person or entity, and growing out of incident to, or resulting from the negligence
or willful malfeasance of the PROVIDER, its officers, agents, representatives, or employees.

 5. INDEMNITY

 Each party hereto agrees that it shall be solely
responsible for the wrongful acts of its employees, contractors and agents. However, nothing contained herein shall constitute a
waiver of sovereign immunity by FSU or FSURF and the limitations set forth in Section 768.28, Florida Statutes.

 6. TERMINATION

 Either party hereto may terminate this AGREEMENT
at any time by giving not less than thirty (30) days advance written notice to the other party. In case of termination, SPONSOR shall
be liable for all reasonable costs incurred or committed by the PROVIDER pursuant to the RESEARCH prior to said termination and shall
pay FSURF for same on receipt of a final undisputed invoice.

 7. CONFIDENTIAL INFORMATION

 The Parties may wish, from time to time, in connection
with work contemplated under this AGREEMENT, to disclose confidential information to each other. Each party will use reasonable efforts
to prevent the disclosure of any of the other party’s confidential information to third parties for a period of three (3) years
from receipt thereof, provided that the recipient party’s obligation hereunder shall not apply to information that:

 a. is not disclosed in writing or reduced to writing and so marked with an appropriate confidentiality legend
within thirty (30) days of disclosure;

 b. is already in the recipient party’s possession at the time of disclosure thereof;

 c. is or later becomes part of the public domain through no fault of the recipient.

 d. is received from a third party having no obligations of confidentiality to the disclosing party;

 e. is independently developed by the recipient party; or

 f. is required by law or regulation to be disclosed.

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 8. PUBLICATION

 Subject to the provisions of Section 7, the PROVIDER
shall have the right at its discretion to release information or to publish any material resulting from the RESEARCH; provided, however,
that prior to releasing or publishing any material that references SPONSOR by name, the PROVIDER shall provide SPONSOR with a draft copy
of the proposed publication or public communication for review thirty (30) days prior to publication or presentation. During such review
period, SPONSOR may object to such proposed presentation or proposed publication either because there is patentable subject matter which
needs protection or there is the inadvertent disclosure of SPONSOR’S confidential information contained in the proposed publication
or presentation. If SPONSOR makes an objection because of the potential for patentable subject matter, PROVIDER agrees to delay publication
for an additional period of not more than thirty (30) days. If SPONSOR makes an objection because of an inadvertent disclosure of SPONSOR’s
confidential information, PROVIDER agrees to remove the SPONSOR’s confidential information. Notwithstanding the foregoing, such
review shall not be required for the filing or publication of any student thesis or dissertation. SPONSOR agrees to limit circulation
and use of such materials to internal review and comment unless otherwise agreed in writing by the PROVIDER. The PROVIDER shall give SPONSOR
the option of being acknowledged in such publication for its sponsorship of the RESEARCH.

 Similarly, if SPONSOR intends to issue any press
release or public communication referencing FSU, FSURF, or the PROVIDER, SPONSOR shall provide a draft to FSURF for prior written approval
before release, such approval not to be unreasonably withheld or delayed.

 9. INVENTIONS AND PATENTS

 Any Invention made during the RESEARCH by the
PROVIDER shall belong to FSURF, subject to the option specified herein. “Invention” shall mean any discovery, concept, or
idea, whether or not patentable or copyrightable, including but not limited to processes, methods, computer software, formulas and techniques,
improvements thereof, experimental results, and know-how relating thereto. An Invention is “made during the RESEARCH” if it
arises from work performed pursuant to the RESEARCH conducted under this AGREEMENT and is conceived and reduced to practice, actively
or constructively, during the term of the AGREEMENT, or is conceived during the term of the AGREEMENT and reduced to practice within six
(6) months after termination of the work performed hereunder.

 10. GRANT OF RIGHTS

 To the extent that FSURF has the legal right to
do so, FSURF hereby grants to SPONSOR a royalty free, non-exclusive license for internal, non- commercial use of any Invention made during
RESEARCH by the PROVIDER, and a first option to negotiate a royalty-bearing agreement to license any Invention made during the RESEARCH
by the PROVIDER. SPONSOR shall indicate in writing its desire to negotiate a license agreement for any Invention made during the RESEARCH
within forty-five (45) days of disclosure of the Invention to SPONSOR by FSURF. SPONSOR and FSURF shall be obligated to negotiate in good
faith for a period that shall not exceed ninety (90) days from SPONSOR’s indication of interest to negotiate the license agreement,
or such period of time as to which the Parties may mutually agree. In the event that SPONSOR and FSURF fail to enter into an agreement
during that period of time, the rights to such Invention shall be disposed of in accordance with FSU policies, with no further obligation
to SPONSOR.

 11. NOTICES

 Any notices given under this AGREEMENT shall be
in writing and delivered by first- class mail postage prepaid, addressed to the Parties as follows:

 TO FSURF:

 Florida State University Research Foundation,
Inc.

 [***]

 [***]

 TO SPONSOR:

 NorthStrive Defense Tech LLC

 120 Newport Center Drive

 Newport Beach, CA 92660

 3

 12. MISCELLANEOUS

 12.1 This AGREEMENT

 a. shall be governed and interpreted by the laws of the State of Florida;

 b. together with Attachment A and Attachment B sets forth the entire agreement with respect to the subject
matter hereof;

 c. may not be modified except by a written instrument signed by FSURF and SPONSOR.

 12.2 The Parties anticipate that the RESEARCH may inform future engagement
with the U.S. Department of Defense and related agencies, including but not limited to the U.S. Navy. If the occasion arises for the PROVIDER,
in its discretion, to leverage existing institutional relationships or appropriate channels to raise awareness of RESEARCH outcomes relevant
to defense applications, any such engagement shall be subject to the confidentiality and publication provisions of this Agreement.

 13. EXPORT CONTROL

 Each party is responsible for complying with,
U.S. export control laws and regulations (“U.S. Export Controls”), including but not limited to the Export Administration
regulations - EAR (Department of Commerce), the International Traffic in Arms Regulations - ITAR (Department of State), the sanctions
programs embodied in regulations administered by the Department of the Treasury’s Office of Foreign Assets Control (OFAC), the U.S.
anti-boycott laws and regulations (EAA), and U.S. anti-terrorism financing laws and regulations. Neither Party shall disclose any information
or technical data subject to U.S. Export Controls unless and until a plan for the transfer, use, dissemination and control of the information
or technical data has been approved by both Parties.

 14. FORCE MAJEURE

 If failure to perform
on the part of SPONSOR or FSURF is due to causes beyond either party’s reasonable control including, but not limited to, strikes,
lockouts, actions or inactions of governmental authorities, epidemics, pandemics, war, embargoes, fire, earthquake, acts of God, forced
closure of facilities, hurricanes, other serious weather events, or default of common carriers, either party may terminate this contract
without liability or damages arising from such termination other than as related to warranties and payments due for work performed at
the time of the force majeure event. In the event of such default, delay or failure to perform, any date or times by which either
party is otherwise scheduled to perform shall be extended automatically for a period of time equal in duration to the time lost by reason
of the excused default, delay or failure to perform.

 4

 IN WITNESS WHEREOF, these duly authorized representatives
of the Parties hereby execute this AGREEMENT.

 FOR SPONSOR

 By:
 /s/ Graydon Bensler

 Name:
 Graydon Bensler

 Title:
 Managing Member, PMGC Holdings Inc.

 Date:
 6/1/2026

 FOR Florida State University Research Foundation/Provider

 By:
 /s/ Stacey Patterson

 Name:
 Stacey Patterson

 Title:
 President

 Date:
 6/1/2026

 READ AND UNDERSTOOD

 By:
 /s/ Dr. Christian Hubicki

 Name:
 Dr. Christian Hubicki

 Principal Investigator

 5

 Attachment A

 Scope of Work

 This Attachment A is incorporated into and made a part of the Educational
Research Agreement between NorthStrive Defense Tech LLC and Florida State University Research Foundation, Inc.

 Project Title: UAV-dragged Aquatic Payload System: Proof-of-concept
Prototype and Evaluation

 [***]

 6

 Attachment B

 Budget and Schedule

 Budget:

 The total budget for this fixed-price project is $490,657.00 USD. Funds
will be used for project-related expenses including personnel expenses, materials and supplies, equipment, travel, tuition, and indirect
costs. The indirect cost rate is [***]%.

 Indirect costs are defined in
A-21, Sections E.1 and F.1 of FSU Sponsored Research Administration Policy on Direct and Indirect Costs of Sponsored Agreements as “those
that are incurred for common or joint objectives [of the University] and therefore, cannot be identified readily and specifically with
a particular sponsored project, an instructional activity or any other institutional activity.” Indirect costs are categorized as
“facilities and administration.” Facilities includes “depreciation and use allowances, interest on debt associated with
certain buildings, equipment and capital improvements, operation and maintenance expenses, and library expenses.” Administration
is defined as general administration and general expenses, departmental administration, sponsored projects administration, student administration
and services, and all other types of expenditures not listed specifically under…facilities.” Indirect costs are calculated
using FSU’s Modified Total Direct Costs (MTDC) base. The MTDC base of $[***] is calculated by subtracting tuition ($[***]) and equipment
($[***]) from total direct costs of $[***]. The [***]% indirect cost rate is applied to the MTDC base to arrive at the indirect costs figure.

 Budget Category
 Amount

 Personnel
 $ [***]

 Materials and Supplies
 $ [***]

 Equipment
 $ [***]

 Travel
 $ [***]

 Tuition
 $ [***]

 Indirect Costs
 $ [***]

 Total Budget
 $ 490,657.00

 Invoicing Schedule:

 The invoicing schedule shall be milestone based.

 · Milestone 1 – Project initiation, upon execution of this agreement

 · Milestone 2 – Completion of conceptual and mechanical design of the Phase 1 prototype, on or about December 1, 2026

 · Milestone 3 – completion of prototype hardware fabrication, on or about March 1, 2027

 · Milestone 4 – completion of empirical testing and delivery of final written research report, on or about June 1, 2027

 Milestone
 Amount

 Milestone 1
 $ [***]

 Milestone 2
 $ [***]

 Milestone 3
 $ [***]

 Milestone 4
 $ [***]

 Each milestone shall be confirmed in writing by the Principal Investigator.
Each invoice shall be accompanied by a brief written progress report describing the work performed and confirming completion of the applicable
milestone.

 SPONSOR shall have ten (10) business days from receipt of each invoice
and accompanying progress report to request reasonable clarification from the PROVIDER. Payment shall be due within thirty (30) days of
receipt of an undisputed invoice in accordance with Section 3.1. Payment is to be made to the Florida State University Research Foundation,
Inc., [***].

 Any research activities under Phase 2 of the Scope of Work shall be
subject to mutual written agreement of the Parties as set forth in Attachment A. Upon such agreement, the Parties shall execute a written
amendment to this Agreement setting forth the additional budget, milestones, and invoicing schedule applicable to Phase 2.

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