ALPHA COGNITION INC. c/o 1200 - 750 West Pender Street Vancouver, BC V6C 2T8 MANAGEMENT INFORMATION CIRCULAR as at

ALPHA COGNITION INC.

c/o 1200 - 750 West Pender Street

Vancouver, BC V6C 2T8

MANAGEMENT INFORMATION CIRCULAR

as at August 21, 2024

This management information circular ("Information

Circular") is furnished in connection with the solicitation of proxies by management of Alpha Cognition Inc. (the "Company")

for use at the annual general meeting (the "Meeting") of holders of common shares, Class A restricted voting shares and Class

B Series A preferred shares of the Company (collectively, the "Shareholders") to be held on Friday, September 27, 2024, and

any adjournment thereof, for the purposes set forth in the attached notice of Meeting. Except where otherwise indicated, the information

contained herein is stated as of August 21, 2024.

In this Information Circular, references to the

"Company" and "we" refer to Alpha Cognition Inc. "Common Shares" means common

shares without par value in the capital of the Company. "Restricted Shares" means the Class A restricted voting shares

without par value in the capital of the Company. "Preferred Shares" means the Class B Series A preferred shares without

par value in the capital of the Company. Common Shares, Restricted Shares and Preferred Shares are referred to collectively as "Shares".

"Registered Shareholders" means Shareholders whose names appear on the records of the Company as the registered holders

of Common Shares, Restricted Shares or Preferred Shares. "Non-Registered Shareholders" means Shareholders who do not

hold Common Shares in their own name. "Intermediaries" refers to brokers, investment firms, clearing houses and similar

entities that own securities on behalf of Non-Registered Shareholders.

GENERAL PROXY INFORMATION

Solicitation of Proxies

The solicitation of proxies will be primarily

by mail or email, but proxies may be solicited personally or by telephone by directors, officers and regular employees of the Company.

The Company will bear all costs of this solicitation. We have arranged to send meeting materials directly to Registered Shareholders,

as well as Non-Registered Shareholders who have consented to their ownership information being disclosed by the Intermediary holding the

Common Shares on their behalf (non-objecting beneficial owners). We have not arranged for Intermediaries to forward the meeting materials

to Non-Registered Shareholders who have objected to their ownership information being disclosed by the Intermediary holding the Common

Shares on their behalf (objecting beneficial owners) under National Instrument 54-101 Communication with Beneficial Owners of Securities

of a Reporting Issuer ("NI 54-101"). As a result, objecting beneficial owners will not receive the Information

Circular and associated meeting materials unless their Intermediary assumes the costs of delivery.

Appointment and Revocation of Proxies

The individuals named in the accompanying form

of proxy (the "Proxy") are officers or directors of the Company, or solicitors for the Company. If you are a Registered

Shareholder, you have the right to attend the Meeting or vote by proxy and to appoint a person or company other than the person designated

in the Proxy, who need not be a Shareholder, to attend and act for you and on your behalf at the Meeting. You may do so either by inserting

the name of that other person in the blank space provided in the Proxy or by completing and delivering another suitable form of Proxy.

If you are a Registered Shareholder you may wish

to vote by proxy whether or not you are able to attend the Meeting in person. Registered Shareholders electing to submit a proxy may do

so by completing, dating and signing the enclosed form of proxy and returning it to the Company's transfer agent, Computershare

Investor Services Inc. ("Computershare"), in accordance with the instructions on the Proxy.

In all cases you should ensure that the Proxy

is received at least 48 hours (excluding Saturdays, Sundays and holidays) before the Meeting or the adjournment thereof at which the proxy

Registered Shareholders electing to submit a Proxy

Every Proxy may be revoked by an instrument in

or in any other manner provided by law.

Only Registered Shareholders have the right

to revoke a Proxy. Non-Registered Shareholders who wish to change their vote must, at least seven days before the Meeting, arrange for

their respective Intermediaries to revoke the Proxy on their behalf. If you are a Non-Registered Shareholder, see "Voting by

Non-Registered Shareholders" below for further information on how to vote your Common Shares.

Exercise of Discretion by Proxyholder

If you vote by proxy, the persons named in the

Proxy (the "Proxyholder") will vote or withhold from voting the Common Shares represented thereby in accordance with

your instructions on any ballot that may be called for. If you specify a choice with respect to any matter to be acted upon, your Common

Shares will be voted accordingly. The Proxy confers discretionary authority on the persons named therein with respect to:

In respect of a matter for which a choice is

not specified in the Proxy, the persons named in the Proxy will vote the Common Shares represented by the Proxy for the approval of such

matter. Management is not currently aware of any other matters that could come before the Meeting.

Voting by Non-Registered Shareholders

The following information is of significant importance

to Shareholders who do not hold Common Shares in their own name. Non-Registered Shareholders should note that the only Proxies that can

be recognized and acted upon at the Meeting are those deposited by Registered Shareholders.

If Common Shares are listed in an account statement

provided to a Shareholder by an Intermediary, then in almost all cases those Common Shares will not be registered in the Shareholder's

name on the records of the Company. Such Common Shares will more likely be registered under the name of the Shareholder's Intermediary

or an agent of that Intermediary. In the United States, the vast majority of such Common Shares are registered under the name of Cede

& Co. (the registration name for the Depository Trust Company, which acts as nominee for many U.S. brokerage firms), and in Canada,

under the name of CDS & Co. (the registration name for the Canadian Depository for Securities Limited, which acts as nominee for many

Canadian brokerage firms).

If you have consented to disclosure of your ownership

information, you will receive a request for voting instructions from the Company (through Computershare). If you have declined to disclose

your ownership information, you may receive a request for voting instructions from your Intermediary if they have assumed the cost of

delivering the Information Circular and associated meeting materials. Every Intermediary has its own mailing procedures and provides its

own return instructions to clients. However, most Intermediaries now delegate responsibility for obtaining voting instructions from clients

to Broadridge Financial Solutions, Inc. ("Broadridge") in the United States and in Canada.

If you are a Non-Registered Shareholder, you should

carefully follow the instructions on the voting instruction form received from Computershare or Broadridge in order to ensure that your

Common Shares are voted at the Meeting. The voting instruction form supplied to you will be similar to the Proxy provided to the Registered

Shareholders by the Company. However, its purpose is limited to instructing the Intermediary on how to vote on your behalf.

The voting instruction form sent by Computershare

or Broadridge will name the same persons as the Company's proxy to represent you at the Meeting. Although as a Non-Registered Shareholder

you may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of your Intermediary,

you, or a person designated by you (who need not be a Shareholder), may attend at the Meeting as Proxyholder for your Intermediary and

vote your Common Shares in that capacity. To exercise this right to attend the meeting or appoint a Proxyholder of your own choosing,

you should insert your own name or the name of the desired representative in the blank space provided in the voting instruction form.

Alternatively, you may provide other written instructions requesting that you or your desired representative attend the Meeting as Proxyholder

for your Intermediary. The completed voting instruction form or other written instructions must then be returned in accordance with the

instructions on the form.

If you receive a voting instruction form from

Computershare or Broadridge, you cannot use it to vote Common Shares directly at the Meeting - the voting instruction form must

be completed as described above and returned in accordance with its instructions well in advance of the Meeting in order to have the Common

INTEREST OF CERTAIN PERSONS OR COMPANIES IN

MATTERS TO BE ACTED UPON

Except as disclosed herein, no person or company

has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon

at the Meeting other than the election of directors or the appointment of auditors. For the purpose of this paragraph, "person"

shall include each person: (a) who has been a director, senior officer or insider of the Company at any time since the commencement of

the Company's last financial year; (b) who is a proposed nominee for election as a director of the Company; or (c) who is an associate

or affiliate of a person or company included in subparagraph (a) or (b) above.

RECORD DATE AND QUORUM