SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this " Agreement "), dated as of March 7 2025, is entered into by and between [ ], a [ ] [ ] (" Seller "), and PMGC Holdings Inc. (fka Elevai Labs, Inc.),

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this

"Agreement"), dated as of March 7 2025, is entered into by and between [ ], a [ ] [ ] ("Seller"),

and PMGC Holdings Inc. (fka Elevai Labs, Inc.), a Nevada corporation ("Buyer"). Capitalized terms used in this Agreement

have the meanings given to such terms herein.

WHEREAS, Seller owns [ ] shares,

$0.0001 par value per share (the "Common Shares"), of the Buyer;

WHEREAS, Seller wishes to sell to

Buyer, and Buyer wishes to purchase from Seller, all of the Common Shares and the Warrant, subject to the terms and conditions set forth

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:

Section 1.01 Purchase and Sale.

Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyer, and Buyer shall purchase from Seller,

the Common Shares, free and clear of any mortgage, pledge, lien, charge, security interest, claim, option, equitable interest, restriction

of any kind (including any restriction on use, voting, transfer, receipt of income, or exercise of any other ownership attribute), or

other encumbrance (each, an "Encumbrance"), other than restrictions on transfer arising under applicable federal or state

securities laws, and in exchange therefor Buyer shall pay to Seller an amount equal to the Purchase Price (as defined below).

Section 1.02 Purchase Price. The

purchase price shall equal an aggregate amount equal to (x) the closing price of the Buyer's common stock as of the day immediately

prior to the Closing (as defined below) as reported on The Nasdaq Stock Market LLC multiplied by (y) the number of Common Shares

purchased herein (the "Purchase Price"). Buyer shall pay the Purchase Price to Seller at the Closing in cash or by wire

transfer of immediately available funds in accordance with the wire transfer instructions set forth in Section 2.03(a) below.

Section 2.01 Closing. The closing

of the transactions contemplated by this Agreement (the "Closing") shall take place simultaneously with the execution

of this Agreement on the date of this Agreement (the "Closing Date") remotely by exchange of documents and signatures

(or their electronic counterparts). The consummation of the transactions contemplated by this Agreement shall be deemed to occur at 12:01

a.m. New York City time on the Closing Date.

Section 2.02 Seller Closing Deliverables.

At the Closing, Seller shall deliver to Buyer the following:

power or other instrument of transfer, in form and substance reasonably satisfactory to Buyer and Seller, to transfer the Common Shares

and Warrant, duly executed in blank.1

certificate of the managing members of Seller certifying that attached thereto are true and complete copies of all resolutions of the

managing members of Seller authorizing the execution, delivery, and performance of this Agreement, and the other agreements, instruments,

and documents required to be delivered in connection with this Agreement (collectively, the "Transaction Documents")

to which Seller is a party and the consummation of the transactions contemplated hereby and thereby, and that such resolutions are in

full force and effect.

Section 2.03 Buyer's Deliveries. At the Closing,

Buyer shall deliver the following to Seller the following:

(a) The aggregate Purchase Price to the following account:

certificate of the Secretary (or other officer) of Buyer certifying that attached thereto are true and complete copies of all resolutions

of the board of directors of Buyer authorizing the execution, delivery, and performance of this Agreement and the Transaction Documents

to which it is a party and the consummation of the transactions contemplated hereby and thereby, and that such resolutions are in full

REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Buyer

that the statements contained in this ARTICLE III are true and correct as of the date hereof.

Section 3.01 Authorization. Seller

has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by Seller, will constitute valid

and legally binding obligations of Seller, enforceable against Seller in accordance with its terms, except as limited by applicable bankruptcy,

insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors'

rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Seller

that the statements contained in this ARTICLE IV are true and correct as of the date hereof.

Section 4.01 Authorization. Buyer

has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by Buyer, will constitute valid

and legally binding obligations of Buyer, enforceable against Buyer in accordance with its terms, except as limited by applicable bankruptcy,

insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors'

rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Section 5.01 Specific Performance.

Each party acknowledges that a breach or threatened breach of this Agreement by such party may give rise to irreparable harm to the

other party for which monetary damages may not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened

breach by such party of any such obligations, the other party shall, in addition to any and all other rights and remedies that may be

available to it in respect of such breach, be entitled to seek equitable relief, including a temporary restraining order, an injunction,

or specific performance (without any requirement to post bond).

Section 5.02 Further Assurances. Following

the Closing, each of the parties hereto shall, and shall cause their respective affiliates to, execute and deliver such additional documents

and instruments, including but not limited to Medallion Guarantees, and take such further actions as may be reasonably required to carry

out the provisions hereof and give effect to the transactions contemplated by this Agreement and the other Transaction Documents.

Section 5.03 Mutual Release.

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS

WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR

HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.

Each such Releasing Party also hereby expressly,

knowingly and voluntarily waives and relinquishes all provisions, protections, rights and benefits they may have under any statutes, precedent

or principles of equity or law in any jurisdiction that are comparable to the provisions, protections, rights and benefits afforded by

Section 1542 of the Civil Code of California.

Section 6.01 Indemnification by Seller.

Subject to the other terms and conditions of this Agreement, Seller shall indemnify and defend each of Buyer and its affiliates (collectively,

the "Buyer Indemnitees") against, and shall hold each of them harmless from and against, and shall pay and reimburse

each of them for, any and all losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with

respect to, or by reason of:

inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement or the other Transaction Documents;

breach or non-fulfillment of any covenant, agreement, or obligation to be performed by Seller pursuant to this Agreement or the other

Transaction Documents.

Section 6.02 Indemnification by Buyer.

Subject to the other terms and conditions of this Agreement, Buyer shall indemnify and defend each of Seller and its affiliates (collectively,

the "Seller Indemnitees") against, and shall hold each of them harmless from and against, and shall pay and reimburse

each of them for, any and all losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with

respect to, or by reason of:

inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or the other Transaction Documents;

breach or non-fulfillment of any covenant, agreement, or obligation to be performed by Buyer pursuant to this Agreement.

Section 6.03 Indemnification Procedures.

Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification (the "Indemnified Party")

shall promptly provide written notice of such claim to the other party (the "Indemnifying Party"). In connection with

any claim giving rise to indemnity hereunder resulting from or arising out of any action by a person or entity who is not a party to this

Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense

of any such action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate

in the defense of any such action, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense

of any such action, the Indemnified Party may, but shall not be obligated to, defend against such action in such manner as it may deem