UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FORM6-K

REPORTOF FOREIGN PRIVATE ISSUER

PURSUANTTO RULE 13a-16 OR 15d-16

UNDERTHE SECURITIES EXCHANGE ACT OF 1934

Forthe month of July 2025

CommissionFile Number: 001-42551 

SAGTECGLOBAL LIMITED

(Registrant’s Name)

No 43-2, Jalan Besar Kepong,

Pekan Kepong, 52100 Kuala Lumpur

(Address of Principal Executive Offices)

Indicate by check mark whether the registrantfiles or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒Form 40-F ☐

Entry into a Material Definitive Agreement.

On July 11, 2025, Sagtec GlobalLimited (the “Company”) entered into a purchase agreement with Helena Global Investment Opportunites I Ltd (“HelenaGlobal”), whereby the Company may, at its discretion, issue and sell up to USD25 million of its Ordinary Shares to Helena Globalover time. The shares will be sold in increments called “Advances,” initiated by the Company through written notices. Theamount of each Advance is subject to certain caps, including a USD2 million maximum per Advance and a 40% volume limitation based on recenttrading activity. To facilitate this arrangement, the Company must file and maintain an effective resale registration statement with theSEC for the shares issued. Helena Global is not obligated to purchase shares if the registration is not effective, and is prohibited fromowning more than 4.99% of the Company’s outstanding shares at any time and agrees not to engage in short sales or hedging activitiesexcept in certain permitted cases.

A copy of the purchase agreementbetween the Company and Helena Global is filed as Exhibit 99.1.

Financial Statements and Exhibits.

The following exhibits arebeing filed herewith:

SIGNATURES

Pursuant to the requirementsof the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereuntoduly authorized.

Date: July 11, 2025

2

Exhibit 99.1

PURCHASE AGREEMENT

THIS PURCHASE AGREEMENT (this “Agreement”),dated as of July 11, 2025, is made by and between HELENA GLOBAL INVESTMENT OPPORTUNITIES I LTD. (the “Investor”),and SAGTEC GLOBAL LIMITED, a company with limited liability organized under the laws of the British Virgin Islands (the “Company”).

WHEREAS, the partiesdesire that, upon the terms and subject to the conditions contained herein, the Company shall have the right to issue and sell to theInvestor, from time to time as provided herein, and the Investor shall purchase from the Company, up to Twenty-Five Million United StatesDollars ($25,000,000) of the Company’s ordinary shares, having no par value per share (the “Ordinary Shares”);and

WHEREAS, the Common Stock is listedfrom trading on the Nasdaq Capital Markets under the symbol “SAGT”;

WHEREAS, the offerand sale of the Ordinary Shares issuable hereunder will be made in reliance upon Section 4(a)(2) under the Securities Act of 1933, asamended, and the rules and regulations promulgated thereunder (the “Securities Act”), or upon such other exemptionfrom the registration requirements of the Securities Act as may be available with respect to any or all of the transactions to be madehereunder.

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE I

CERTAINDEFINITIONS

“1933 Act” means the Securities Act of 1933.

“Advance” shall mean the portion of the CommitmentAmount requested by the Company in an Advance Notice.

“Advance Date” shall mean the 3rd Trading Day afterexpiration of the applicable Pricing Period for each Advance.

“Advance Halt” shall have the meaning set forthin Section 2.05(d).

“Advance Notice” shall meana written notice in the form of Exhibit A attached hereto to the Investor executed by an officer of the Company or other authorizedrepresentative of the Company identified on Schedule 1 hereto and setting forth the amount of an Advance that the Company desires to issueand sell to the Investor.

“Advance Notice Confirmation”shall have the meaning set forth in Section 2.03(a).

“Advance Notice Date” shall mean each date the Companydelivers (in accordance with Section 2.03 of this Agreement) to the Investor an Advance Notice, subject to the terms of this Agreement.

“Affiliate” shall have the meaning set forth inSection 3.07.

“Agreement” shall have the meaning set forth inthe preamble of this Agreement.

“Applicable Laws” shall meanall applicable laws, statutes, rules, regulations, orders, executive orders, directives, policies, guidelines and codes having the forceof law, whether local, national, or international, as amended from time to time, including without limitation (i) all applicable lawsthat relate to money laundering, terrorist financing, financial record keeping and reporting, (ii) all applicable laws that relate toanti-bribery, anti-corruption, books and records and internal controls, including the United States Foreign Corrupt Practices Act of 1977,and (iii) any Sanctions laws.

“Bankruptcy Law” means Title11, U.S. Code, or any similar federal, state or similar laws for the relief of debtors.

“Black Out Period” shall have the meaning set forthin Section 6.02.

“Business Day” means any dayon which the Principal Market or Trading Market is open for trading, including any day on which the Principal Market or Trading Marketis open for trading for a period of time less than the customary time.

“Buy-In” shall have the meaningset forth in Section 2.06.

“Buy-In Price” shall have the meaning set forthin Section 2.06.

“Closing” shall have the meaning set forth in Section2.05.

“Commitment Amount” shall mean Twenty-Five MillionUnited States Dollars ($25,000,000).

“Commitment Fee Shares” shall have themeaning set forth in Section 13.04.

“Commitment Period” shall mean the period commencingon the date hereof and expiring upon the date of termination of this Agreement in accordance with Section 11.02.

“Company” shall have the meaning set forth in thepreamble of this Agreement.

“Condition Satisfaction Date” shall have the meaningset forth in Section 7.01

“Custodian” means any receiver, trustee, assignee,liquidator or similar official under any Bankruptcy Law.

“DTC” means the Depository Trust Company.

“DWAC Shares” means the CommitmentFee Shares or the Ordinary Shares acquired or purchased by the Investor pursuant to this Agreement (a) that the Investor has resold ina manner described under the caption “Plan of Distribution” in the Registration Statement and otherwise in compliance withthis Agreement before the delivery of the Transfer Agent Confirmation regarding the resale of such Commitment Fee Shares or Ordinary Shares(as applicable) in accordance with this Agreement, and (b) about which the Investor has (i) delivered to the Company and the transferagent to the Company (A) the Transfer Agent Confirmation relating to such Commitment Fee Shares or Ordinary Shares (as applicable) and(B) a customary representation letter from the Investor, and, if requested by the transfer agent, its broker, confirming, among otherthings, the resale of such Commitment Fee Shares or Ordinary Shares (as applicable) in the manner described in clause (a) of this definitionof DWAC Shares (including confirmation of compliance with any relevant prospectus delivery requirements), and (ii) delivered to the transferagent instructions for the delivery of such Commitment Fee Shares or Ordinary Shares (as applicable) to the account with DTC of the Investor’sdesignated broker-dealer as specified in the Transfer Agent Deliverables, which Commitment Fee Shares or Ordinary Shares (as applicable)will be in the hands of the persons who purchase such Commitment Fee Shares or Ordinary Shares (as applicable) from the Investor in themanner described in clause (a) of this definition of DWAC Shares, freely tradable and transferable without restriction on resale and withoutstop transfer instructions maintained against the transfer thereof.

“Effective Date” means thedate a Registration Statement is declared effective.

“Effectiveness Deadline” shall have the meaningset forth in Section 6.01(a).

“Environmental Laws” shall have the meaning setforth in Section 4.08.

“Exchange Act” shall mean theSecurities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Exempt Issuance” meansthe issuance of (a) Ordinary Shares, options, restricted stock units or other equity incentive awards to employees, officers,consultants, directors or vendors of the Company pursuant to any equity incentive plan duly adopted for such purpose, by the Boardof Directors of the Company or a majority of the members of a committee of directors established for such purpose, (b) any Sharesissued to the Investor pursuant to this Agreement, (c) Ordinary Shares, Ordinary Share Equivalents or other securities issued to theInvestor pursuant to any other existing or future contract, agreement or arrangement between the Company and the Investor, (d)Ordinary Shares, Ordinary Share Equivalents or other securities upon the exercise, exchange or conversion of any Ordinary Shares,Ordinary Share Equivalents or other securities held by the Investor at any time, (e) any securities issued upon the exercise orexchange of or conversion of any Ordinary Share Equivalents issued and outstanding on the date hereof, provided that such securitiesor Ordinary Share Equivalents referred to in this clause (e) have not been amended since the date hereof to increase the number ofsuch securities or Ordinary Shares underlying such securities or to decrease the exercise price, exchange price or conversion priceof such securities, (f) Ordinary Share Equivalents that are convertible into, exchangeable or exercisable for, or include the rightto receive Ordinary Shares at a conversion price, exercise price, exchange rate or other price (which may be below the then currentmarket price of the Ordinary Shares) that is fixed at the time of initial issuance of such Ordinary Share Equivalents (subject onlyto standard anti-dilution protection for any reorganization, recapitalization, non-cash dividend, share split, reverse share splitor other similar transaction), which fixed conversion price, exercise price, exchange rate or other price shall not at any timeafter the initial issuance of such Ordinary Share Equivalent be based upon or varying with the trading prices of or quotations forthe Ordinary Shares or subject to being reset at some future date and (g) securities issued pursuant to acquisitions, divestitures,licenses, partnerships, collaborations or strategic transactions approved by the Board of Directors of the Company or a majority ofthe members of a committee of directors established for such purpose, which acquisitions, divestitures, licenses, partnerships,collaborations or strategic transactions can have a Variable Rate Transaction component, provided that any such issuance shall onlybe to a Person (or to the equity holders of a Person) which is, itself or through its subsidiaries, an operating company or an assetin a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to theinvestment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose ofraising capital or to an entity whose primary business is investing in securities.

“Filing Deadline” shall havethe meaning set forth in Section 6.01(a).

“Hazardous Materials” shall have the meaning setforth in Section 4.08.

“Indemnified Liabilities” shall have the meaningset forth in Section 5.01.

“Initial Registration Statement” shall have themeaning set forth in Section 6.01(a).

“Investor” shall have the meaning set forth in thepreamble of this Agreement.

“Investor Indemnitees” shall have the meaning setforth in Section 5.01.

“Material Adverse Effect” shallmean any event, occurrence or condition that has had or would reasonably be expected to have (i) a material adverse effect on the legality,validity or enforceability of this Agreement or the transactions contemplated herein, (ii) a material adverse effect on the results ofoperations, assets, business or condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole, or (iii) a materialadverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under this Agreement.

“Material Outside Event” shallhave the meaning set forth in Section 6.08.

“Maximum Advance Amount” shallbe an amount equal to lesser of (i) forty percent (40%) of the average of the Daily Value Traded of the Ordinary Shares over the five(5) Trading Days immediately preceding an Advance Notice, and (ii) two million United States Dollars ($2,000,000); provided, however,that the parties hereto may modify the aforementioned conditions by mutual prior written consent. For purposes hereof, “DailyValue Traded” is the product obtained by multiplying the daily trading volume of the Ordinary Shares on the Principal Marketor Trading Market during regular trading hours as reported by Bloomberg L.P., by the VWAP for such Trading Day. For the avoidance of doubt,the daily trading volume shall include all trades on the Principal Market or Trading Market during regular trading hours.

“OFAC” shall mean the U.S.Department of Treasury’s Office of Foreign Asset Control.

“Ordinary Share Equivalents”means any securities of the Company which entitle the holder thereof to acquire at any time Ordinary Shares, including, without limitation,any debt, preferred shares, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeablefor, or otherwise entitles the holder thereof to receive, Ordinary Shares.

“Ordinary Shares” shall meanthe ordinary shares of the Company, having no par value per share.

“Ownership Limitation” shall have the meaning setforth in Section 2.04(a).

“Person” shall mean an individual, a corporation,a partnership, a limited liability company, a trust or other entity or organization, including a government or political subdivision oran agency or instrumentality thereof.

“Placement Agent” shall mean [___________].

“Plan of Distribution” shall mean the section ofa Registration Statement disclosing the plan of distribution of the Ordinary Shares.

“Pricing Period” shall mean, in respect of any Advance,the three (3) Trading Days commencing on the date of the Investor’s receipt of the Ordinary Shares relating to such Advance.

“Principal Market” shall mean the Nasdaq CapitalMarket.

“Purchase Price” shall mean92% of the lowest closing VWAP for the Ordinary Shares during the applicable Pricing Period minus clearing fees, brokerage fees,transfer agent fees and legal costs associated with the applicable Advance; provided that if during any Trading Day during the PricingPeriod the VWAP at the end of any given 1-hour interval has changed by +/- 7% versus the previous 1-hour interval, the VWAP for such TradingDay will be deemed to 92.0% of the Investor’s sale execution for that day in respect of the Ordinary Shares. The last 30 minutesof trading on a such Trading Day during the Pricing Period will be deemed as the final “1-hour” interval of such Trading Day.

“Registrable Securities” shallmean (i) the Commitment Fee Shares, (ii) the Shares, and (iii) any securities issued or issuable with respect to any of the foregoingby way of exchange, stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidationor other reorganization or otherwise.

“Registration Limitation” shallhave the meaning set forth in Section 2.04(b).

“Registration Statement” shallmean a registration statement on Form S-1 or Form S-3 or on such other form promulgated by the SEC for which the Company then qualifiesand which counsel for the Company shall deem appropriate, and which form shall be available for the registration of the resale by theInvestor of the Registrable Securities under the Securities Act.

“Regulation D” shall mean theprovisions of Regulation D promulgated under the Securities Act.

“Required Delivery Date” means any date on whichthe Company or its transfer agent is required to deliver Ordinary Shares to Investor hereunder.

“Rule 144 Holding Period” means six months fromthe date of issuance of any Common Stock issuable hereunder or such date as shall be required to comply with Rule 144 of the SecuritiesAct.

“Sanctions” means any sanctions administered orenforced by OFAC, the U.S. State Department, the United Nations Security Council, the European Union, Her Majesty’s Treasury, orother relevant sanctions authority.

“Sanctions Programs” means any OFAC economic sanctionprogram (including, without limitation, programs related to Crimea, Cuba, Iran, North Korea, Sudan and Syria).

“SEC” shall mean the U.S. Securities and ExchangeCommission.

“SEC Documents” shall have the meaning set forthin Section 4.04.

“Securities Act” shall have the meaning set forthin the recitals of this Agreement.

“Settlement Date” shall mean the 3rd Trading Dayafter expiration of the applicable Pricing Period for each Advance.

“Settlement Document” shall have the meaning setforth in Section 2.05(a).

“Shares” shall mean the Ordinary Shares to be issuedfrom time to time hereunder pursuant to an Advance.

“Subsidiaries” shall have the meaning set forthin Section 4.01.

“Trading Day” shall mean any day during which thePrincipal Market or Trading Market shall be open for business.

“Trading Market” shall meanthe New York Stock Exchange, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, the Nasdaq Capital Market,the NYSE Euronext, OTCQX, OTCQB, Pink Open Market, whichever is at the time the principal trading exchange or market for the OrdinaryShares.

“Transaction Documents” shallhave the meaning set forth in Section 4.02.

“Transfer Agent Deliverables” shall have the meaningset forth in Section 2.03(b).

“Variable Rate Transaction”means a transaction in which the Company (i) issues or sells any future equity or debt securities that are convertible into, exchangeableor exercisable for, or include the right to receive additional Ordinary Shares or Ordinary Share Equivalents either (A) at a conversionprice, exercise price, exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for theOrdinary Shares at any time after the initial issuance of such equity or debt securities (including, without limitation, pursuant to any“cashless exercise” provision), or (B) with a conversion, exercise or exchange price that is subject to being reset at somefuture date after the initial issuance of such equity or debt security or upon the occurrence of specified or contingent events directlyor indirectly related to the business of the Company or the market for the Ordinary Shares (including, without limitation, any “fullratchet” or “weighted average” anti-dilution provisions, but not including any standard anti-dilution protection forany reorganization, recapitalization, non-cash dividend, share split, reverse share split or other similar transaction), (ii) issues orsells any equity or debt securities, including without limitation, Ordinary Shares or Ordinary Share Equivalents, either (A) at a pricethat is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence ofspecified or contingent events directly or indirectly related to the business of the Company or the market for the Ordinary Shares (otherthan standard anti-dilution protection for any reorganization, recapitalization, non-cash dividend, share split, reverse share split orother similar transaction), or (B) that is subject to or contains any put, call, redemption, buy-back, price-reset or other similar provisionor mechanism (including, without limitation, a “Black-Scholes” put or call right) that provides for the issuance of additionalequity securities of the Company or the payment of cash by the Company, or (iii) enters into any agreement, including, but not limitedto, an at-the-market offering or “equity line” (that is not an Exempt Issuance) or other continuous offering or similar offeringof Ordinary Shares or Ordinary Share Equivalents, whereby the Company may sell Ordinary Shares or Ordinary Share Equivalents at a futuredetermined price.

“VWAP” means, for any TradingDay, the daily volume weighted average price of the Ordinary Shares for such Trading Day on the Principal Market or Trading Market from9:30 a.m. Eastern Time through 4:00 p.m. Eastern Time, excluding the opening price and the closing price; provided, however upon an AdvanceHalt the VWAP calculation shall terminate as of the effective time of the Material Outside Event.

ARTICLE II

ADVANCES

Section 2.01 Advances; Mechanics. Subjectto the terms and conditions of this Agreement (including, without limitation, the provisions of Article VII hereof), the Company at itssole and exclusive option, may issue and sell to the Investor, and the Investor shall purchase from the Company, Ordinary Shares on theterms set forth herein.

Section 2.02 Advance Notice. At any timeduring the Commitment Period, the Company may require the Investor to purchase Ordinary Shares by delivering an Advance Notice to theInvestor, subject to the conditions set forth in Section 7.01, and in accordance with the following provisions:

Section 2.03 Date of Delivery of Advance Notice; Issuance of Shares.

Section 2.04 Advance Limitations.Regardless of the amount of an Advance requested by the Company in the Advance Notice, the final amount of an Advance pursuant toan Advance Notice shall be reduced in accordance with each of the following limitations:

Section 2.05 Closings. The closing of eachAdvance and each sale and purchase of Ordinary Shares related to each Advance (each, a “Closing”) shall take placeon the applicable Settlement Date in accordance with the procedures set forth below. The parties acknowledge that the Purchase Price isnot known at the time the Advance Notice is delivered (at which time the Investor is irrevocably bound) but shall be determined on eachClosing based on the daily prices of the Ordinary Shares that are the inputs to the determination of the Purchase Price as set forth furtherbelow. In connection with each Closing, the Company and the Investor shall fulfill each of its obligations as set forth below:

Section 2.06 Failure to TimelyDeliver.

Section 2.07 RETURN OF SURPLUS. If thevalue of the Shares delivered to the Investor causes the Company to exceed the Commitment Amount, then the Investor shall return to theCompany the surplus amount of Shares associated with such Advance.

Section 2.08 Completion of Resale Pursuantto the Registration Statement. After the Investor has purchased the full Commitment Amount and has completed the subsequent resaleof the full Commitment Amount pursuant to the Registration Statement, the Investor will notify the Company that all subsequent resalesare completed and the Company will be under no further obligation to maintain the effectiveness of the Registration Statement.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OFINVESTOR

Investor hereby represents and warrants to, andagrees with, the Company that the following are true and correct as of the date hereof and as of each Advance Notice Date and each AdvanceDate:

Section 3.01 Organization and Authorization.The Investor is duly organized, validly existing and in good standing under the laws of the British Virgin Islands and has all requisitepower and authority to execute, deliver and perform this Agreement, including all transactions contemplated hereby. The decision to investand the execution and delivery of this Agreement by the Investor, the performance by the Investor of its obligations hereunder and theconsummation by the Investor of the transactions contemplated hereby have been duly authorized and require no other proceedings on thepart of the Investor. The undersigned has the right, power and authority to execute and deliver this Agreement and all other instrumentson behalf of the Investor or its shareholders. This Agreement has been duly executed and delivered by the Investor and, assuming the executionand delivery hereof and acceptance thereof by the Company, will constitute the legal, valid and binding obligations of the Investor, enforceableagainst the Investor in accordance with its terms.

Section 3.02 Evaluation of Risks. The Investorhas such knowledge and experience in financial, tax and business matters as to be capable of evaluating the merits and risks of, and bearingthe economic risks entailed by, an investment in the Ordinary Shares of the Company and of protecting its interests in connection withthe transactions contemplated hereby. The Investor acknowledges and agrees that its investment in the Company involves a high degree ofrisk, and that the Investor may lose all or a part of its investment.

Section 3.03 No Legal, Investment or Tax Advicefrom the Company. The Investor acknowledges that it had the opportunity to review this Agreement and the transactions contemplatedby this Agreement with its own legal counsel and investment and tax advisors. The Investor is relying solely on such counsel and advisorsand not on any statements or representations of the Company or any of the Company’s representatives or agents for legal, tax, investmentor other advice with respect to the Investor’s acquisition of Ordinary Shares hereunder, the transactions contemplated by this Agreementor the laws of any jurisdiction, and the Investor acknowledges that the Investor may lose all or a part of its investment.

Section 3.04 Investment Purpose. The Investoris acquiring the Ordinary Shares for its own account, for investment purposes and not with a view towards, or for resale in connectionwith, the public sale or distribution thereof, except pursuant to sales registered under or exempt from the registration requirementsof the Securities Act; provided, however, that by making the representations herein, the Investor does not agree, or make any representationor warranty, to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securitiesat any time in accordance with, or pursuant to, a registration statement filed pursuant to this Agreement or an applicable exemption underthe Securities Act. The Investor does not presently have any agreement or understanding, directly or indirectly, with any Person to sellor distribute any of the Ordinary Shares. The Investor acknowledges that it will be disclosed as an “underwriter” and a “sellingstockholder” in each Registration Statement and in any prospectus contained therein.

Section 305. Accredited Investor. TheInvestor is an “Accredited Investor” as that term is defined in Rule 501(a)(3) of Regulation D.

Section 3.06 Information. TheInvestor and its advisors (and its counsel), if any, have been furnished with all materials relating to the business, finances andoperations of the Company and information the Investor deemed material to making an informed investment decision. The Investor andits advisors (and its counsel), if any, have been afforded the opportunity to ask questions of the Company and its management andhave received answers to such questions. Neither such inquiries nor any other due diligence investigations conducted by suchInvestor or its advisors (and its counsel), if any, or its representatives shall modify, amend or affect the Investor’s rightto rely on the Company’s representations and warranties contained in this Agreement. The Investor acknowledges and agrees thatthe Company has not made to the Investor, and the Investor acknowledges and agrees it has not relied upon, any representations andwarranties of the Company, its employees or any third party other than the representations and warranties of the Company containedin this Agreement. The Investor understands that its investment involves a high degree of risk. The Investor has sought suchaccounting, legal and tax advice, as it has considered necessary to make an informed investment decision with respect to thetransactions contemplated hereby.

Section 3.07 Not an Affiliate. The Investoris not an officer, director or a person that directly, or indirectly through one or more intermediaries, controls or is controlled by,or is under common control with the Company or any “affiliate” of the Company (as that term is defined in Rule 405 promulgatedunder the Securities Act).

Section 3.08 Trading Activities. The Investor’strading activities with respect to the Ordinary Shares shall be in compliance with all applicable federal and state securities laws, rulesand regulations and the rules and regulations of the Principal Market or Trading Market. Neither the Investor nor its affiliates has anyopen short position in the Ordinary Shares, nor has the Investor entered into any hedging transaction that establishes a net short positionwith respect to the Ordinary Shares, and the Investor agrees that it shall not, and that it will cause its affiliates not to, engage inany short sales or hedging transactions with respect to the Ordinary Shares during the terms of this Agreement; provided that the Companyacknowledges and agrees that upon receipt of an Advance Notice the Investor has the right to sell (a) the Ordinary Shares to be issuedto the Investor pursuant to the Advance Notice prior to receiving such Ordinary Shares, or (b) other Ordinary Shares issued or sold bythe Company to Investor pursuant to this Agreement and which the Company has continuously held as a long position.

Section 3.09 General Solicitation. Neitherthe Investor, nor any of its affiliates, nor any person acting on its or their behalf, has engaged or will engage in any form of generalsolicitation or general advertising (within the meaning of Regulation D) in connection with any offer or sale of the Ordinary Shares bythe Investor.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except as set forth in the SEC Documents, or inthe Disclosure Schedules, which Disclosure Schedules shall be deemed a part hereof and shall qualify any representation or warranty otherwisemade herein to the extent of the disclosure contained in the corresponding section of the Disclosure Schedules or in another Section ofthe Disclosure Schedules, to the extent that it is reasonably apparent on the face of such disclosure that such disclosure is applicableto such Section, the Company represents and warrants to the Investor that, as of the date hereof and each Advance Notice Date (other thanrepresentations and warranties which address matters only as of a certain date, which shall be true and correct as written as of suchcertain date), that:

Section 4.01 Organization and Qualification.Each of the Company and its Subsidiaries (as defined below) is an entity duly organized and validly existing under the laws of itsstate of organization or incorporation, and has the requisite power and authority to own its properties and to carry on its business asnow being conducted. Each of the Company and its Subsidiaries is duly qualified to do business and is in good standing (to the extentapplicable) in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to theextent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect. The Company’s Subsidiariesmeans any Person (as defined below) in which the Company, directly or indirectly, (x) owns a majority of the outstanding capital stockor equity or similar interests of such Person or (y) controls or operates all or any part of the business, operations or administrationof such Person provided that such Subsidiary is set forth on Schedule 4.01.

Section 4.02 Authorization, Enforcement, Compliancewith Other Instruments. The Company has the requisite corporate power and authority to enter into and perform its obligations underthis Agreement and the other Transaction Documents and to issue the Shares in accordance with the terms hereof and thereof. The executionand delivery by the Company of this Agreement and the other Transaction Documents, and the consummation by the Company of the transactionscontemplated hereby and thereby (including, without limitation, the issuance of the Ordinary Shares) have been or (with respect to consummation)will be duly authorized by the Company’s board of directors and no further consent or authorization will be required by the Company,its board of directors or its shareholders (except as otherwise contemplated by this Agreement). This Agreement and the other TransactionDocuments to which it is a party have been (or, when executed and delivered, will be) duly executed and delivered by the Company and,assuming the execution and delivery thereof and acceptance by the Investor, constitute (or, when duly executed and delivered, will be)the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, exceptas such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium,liquidation or other laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies andexcept as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents”means, collectively, this Agreement and each of the other agreements and instruments entered into or delivered by any of the partieshereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Section 4.03 No Conflict. The execution,delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplatedhereby and thereby (including, without limitation, the issuance of the Ordinary Shares) will not (i) result in a violation of the articlesof incorporation or other organizational documents of the Company or its Subsidiaries (with respect to consummation, as the same maybe amended from time to time prior to the date on which any of the transactions contemplated hereby are consummated), (ii) conflict with,or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others anyrights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or itsSubsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal andstate securities laws and regulations) applicable to the Company or its Subsidiaries or by which any property or asset of the Companyor its Subsidiaries is bound or affected except, in the case of clause (ii) or (iii) above, to the extent such violations or conflictswould not reasonably be expected to have a Material Adverse Effect.

Section 4.04 SEC Documents; Financial Statements.The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuantto the Exchange Act for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulationto file such material) (all of the foregoing filed within the past two years preceding the date hereof or amended after the date hereof,or filed after the date hereof, and all exhibits included therein and financial statements and schedules thereto and documents incorporatedby reference therein, and all registration statements filed by the Company under the Securities Act, being hereinafter referred to asthe “SEC Documents”). The Company has made available to the Investor through the SEC’s website at http://www.sec.gov,true and complete copies of the SEC Documents, and none of the SEC Documents, when viewed as a whole as of the date hereof, contain anyuntrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statementstherein, in the light of the circumstances under which they were made, not misleading. As of their respective dates (or, with respectto any filing that has been amended or superseded, the date of such amendment or superseding filing), the SEC Documents complied in allmaterial respects with the requirements of the Exchange Act or the Securities Act, as applicable, and the rules and regulations of theSEC promulgated thereunder applicable to the SEC Documents. As of their respective dates (or, with respect to any financial statementsthat have been amended or superseded, the date of such amended or superseding financial statements), the financial statements of the Companyincluded in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rulesand regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accountingprinciples, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements orthe notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed orsummary statements) and fairly present in all material respects the financial position of the Company as of the respective dates thereofand the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-endaudit adjustments).

Section 4.05 Equity Capitalization. Asof the date hereof, the authorized capital of the Company consists of (A) [  ] Ordinary Shares, of which, [  ] areissued and outstanding and [  ] shares are reserved for issuance pursuant to Convertible Securities (as defined below) exercisableor exchangeable for, or convertible into, Ordinary Shares and (B) [  ] shares of preferred stock, par value $[  ]per share, of which none are issued and outstanding. [  ] Ordinary Shares is held in the treasury of the Company. “ConvertibleSecurities” means any capital stock or other security of the Company or any of its Subsidiaries that is at any time and under anycircumstances directly or indirectly convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereofto acquire, any capital stock or other security of the Company (including, without limitation, Ordinary Shares) or any of its Subsidiaries.¹

Section 4.06 Intellectual Property Rights.The Company and its Subsidiaries own or possess adequate rights or licenses to use all trademarks, trade names, service marks, servicemark registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals, governmental authorizations, tradesecrets and rights, if any, necessary to conduct their respective businesses as now conducted, except as would not cause a Material AdverseEffect. The Company and its Subsidiaries have not received written notice of any infringement by the Company or its Subsidiaries of trademark,trade name rights, patents, patent rights, copyrights, inventions, licenses, service names, service marks, service mark registrations,or trade secrets. To the knowledge of the Company, there is no claim, action or proceeding being made or brought against, or to the Company’sknowledge, being threatened against the Company or its Subsidiaries regarding any material trademark, trade name, patents, patent rights,invention, copyright, license, service names, service marks, service mark registrations, trade secret or other infringement; and the Companyis not aware of any facts or circumstances which might give rise to any of the foregoing.

Section 4.07 Employee Relations. Neitherthe Company nor any of its Subsidiaries is involved in any labor dispute nor, to the knowledge of the Company or any of its Subsidiaries,is any such dispute threatened, in each case which is reasonably likely to cause a Material Adverse Effect.

Section 4.08 Environmental Laws. The Companyand its Subsidiaries (i) have not received written notice alleging any failure to comply in all material respects with all EnvironmentalLaws (as defined below), (ii) have received all permits, licenses or other approvals required of them under applicable Environmental Lawsto conduct their respective businesses and (iii) have not received written notice alleging any failure to comply with all terms and conditionsof any such permit, license or approval where, in each of the foregoing clauses (i), (ii) and (iii), the failure to so comply would bereasonably expected to have, individually or in the aggregate, a Material Adverse Effect. The term “Environmental Laws”means all applicable federal, state and local laws relating to pollution or protection of human health or the environment (including,without limitation, ambient air, surface water, groundwater, land surface or subsurface strata), including, without limitation, laws relatingto emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, or toxic or hazardous substances orwastes (collectively, “Hazardous Materials”) into the environment, or otherwise relating to the manufacture, processing,distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well as all authorizations, codes, decrees,demands or demand letters, injunctions, judgments, licenses, notices or notice letters, orders, permits, plans or regulations issued,entered, promulgated or approved thereunder.

Section 4.09 Title. Except as would notcause a Material Adverse Effect, the Company (or its Subsidiaries) have indefeasible fee simple or leasehold title to its properties andassets owned by it, free and clear of any pledge, lien, security interest, encumbrance, claim or equitable interest. Any real propertyand facilities held under lease by the Company and its Subsidiaries are held by them under valid, subsisting and enforceable leases withsuch exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by theCompany and its Subsidiaries.

Section 4.10 Insurance. The Company andeach of its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amountsas management of the Company believes to be prudent and customary in the businesses in which the Company and its Subsidiaries are engaged.The Company has no reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expiresor to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have a MaterialAdverse Effect.

Section 4.11 Regulatory Permits. Exceptas would not cause a Material Adverse Effect or as set forth on Schedule 4.11, the Company and its Subsidiaries possess all certificates,authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to own their respectivebusinesses, and neither the Company nor any such Subsidiary has received any written notice of proceedings relating to the revocationor modification of any such certificate, authorization or permits.

Section 4.12 Internal Accounting Controls.The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions areexecuted in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permitpreparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability,(iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recordedaccountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect toany differences, and management is not aware of any material weaknesses that are not disclosed in the SEC Documents as and when required.

Section 4.13 Absence of Litigation. Thereis no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organizationor body pending against or affecting the Company, the Ordinary Shares or any of the Company’s Subsidiaries, wherein an unfavorabledecision, ruling or finding would have a Material Adverse Effect.

Section 4.14 Subsidiaries. As of the datehereof, except as set forth on Schedule 4.14², the Company does not own or control, directly or indirectly, any interest inany other corporation, partnership, association or other business entity, except for the Subsidiaries and Excluded Subsidiaries.

Section 4.15 Tax Status. Except as wouldnot have a Material Adverse Effect, each of the Company and its Subsidiaries (i) has timely made or filed all foreign, federal and stateincome and all other tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has timely paid alltaxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reportsand declarations, except those being contested in good faith and (iii) has set aside on its books provision reasonably adequate for thepayment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply. The Company has not receivedwritten notification of any unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and theofficers of the Company and its Subsidiaries know of no basis for any such claim where failure to pay would cause a Material Adverse Effect.

Section 4.16 Certain Transactions. Exceptas (i) set forth in the SEC Documents or (ii) not required to be disclosed pursuant to Applicable Law (including, for the avoidance ofdoubt, not yet required to be disclosed at the relevant time), none of the officers or directors of the Company is presently a party toany transaction with the Company (other than for services as employees, officers and directors), including any contract, agreement orother arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, orotherwise requiring payments to or from any officer or director, or to the knowledge of the Company, any corporation, partnership, trustor other entity in which any officer or director has a substantial interest or is an officer, director, trustee or partner.

Section 4.17 Rights of First Refusal. Exceptas set forth on Schedule 4.17, the Company is not obligated to offer the Ordinary Shares offered hereunder on a right of first refusalbasis or otherwise to any third parties including, but not limited to, current or former shareholders of the Company, underwriters, brokers,agents or other third parties.

Section 4.18 Dilution. The Company is awareand acknowledges that the issuance of Ordinary Shares hereunder could cause dilution to existing shareholders and could significantlyincrease the outstanding number of Ordinary Shares.

Section 4.19 Acknowledgment Regarding Investor’sPurchase of Shares. The Company acknowledges and agrees that the Investor is acting solely in the capacity of an arm’s lengthinvestor with respect to this Agreement and the transactions contemplated hereunder. The Company further acknowledges that the Investoris not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to this Agreement and the transactionscontemplated hereunder and any advice given by the Investor or any of its representatives or agents in connection with this Agreementand the transactions contemplated hereunder is merely incidental to the Investor’s purchase of the Shares hereunder. The Companyis aware and acknowledges that it shall not be able to request Advances under this Agreement if the Registration Statement is not effectiveor if any issuances of Ordinary Shares pursuant to any Advances would violate any rules of the Principal Market or Trading Market.

Section 4.20 Sanctions Matters. Neitherthe Company, nor any Subsidiary of the Company, nor, to the Company’s knowledge, any director, officer, agent, employee or affiliateof the Company or any Subsidiary of the Company, is a Person that is, or is owned or controlled by a Person that is on the list of SpeciallyDesignated Nationals and Blocked Persons maintained by OFAC from time to time:

Section 4.21 DTC Eligibility. The Company,through the transfer agent, currently participates in the DTC Fast Automated Securities Transfer (FAST) Program and the Ordinary Sharescan be transferred electronically to third parties via the DTC Fast Automated Securities Transfer (FAST) Program.

ARTICLE V

INDEMNIFICATION

Section 5.01 Indemnification by the Company.In consideration of the Investor’s execution and delivery of this Agreement, and in addition to all of the Company’sother obligations under this Agreement, the Company shall defend, protect, indemnify and hold harmless the Investor, its investment manager,and each of their respective officers, directors, managers, members, partners, employees and agents (including, without limitation, thoseretained in connection with the transactions contemplated by this Agreement) and each person who controls the Investor within the meaningof Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Investor Indemnitees”) fromand against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and reasonableand documented expenses in connection therewith (irrespective of whether any such Investor Indemnitee is a party to the action for whichindemnification hereunder is sought), and including reasonable attorneys’ fees and disbursements (the “Indemnified Liabilities”),incurred by the Investor Indemnitees or any of them as a result of, or arising out of, or relating to (a) any untrue statement or allegeduntrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed orin any amendment thereof, or in any related prospectus, or in any amendment thereof or supplement thereto, or arise out of or are basedupon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statementstherein not misleading; provided, however, that the Company will not be liable in any such case to the extent that anysuch loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omissionor alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalfof the Investor specifically for inclusion therein; (b) any material misrepresentation or breach of any material representation or materialwarranty made by the Company in this Agreement or any other certificate, instrument or document contemplated hereby or thereby; or (c)any material breach of any material covenant, material agreement or material obligation of the Company contained in this Agreement orany other certificate, instrument or document contemplated hereby or thereby. To the extent that the foregoing undertaking by the Companymay be unenforceable under Applicable Law, the Company shall make the maximum contribution to the payment and satisfaction of each ofthe Indemnified Liabilities, which is permissible under Applicable Law.

Section 5.02 Notice of Claim. Promptlyafter receipt by an Investor Indemnitee of notice of the commencement of any action or proceeding (including any governmental actionor proceeding) involving an Indemnified Liability, such Investor Indemnitee, shall, if a claim for an Indemnified Liability in respectthereof is to be made against any indemnifying party under this Article V, deliver to the indemnifying party a written notice of thecommencement thereof; but the failure to so notify the indemnifying party will not relieve it of liability under this Article V exceptto the extent the indemnifying party is prejudiced by such failure. The indemnifying party shall have the right to participate in, and,to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of thedefense thereof with counsel mutually reasonably satisfactory to the indemnifying party and the Investor Indemnitee; provided, however,that an Investor Indemnitee shall have the right to retain its own counsel with the actual and reasonable third party fees and expensesof not more than one counsel for such Investor Indemnitee to be paid by the indemnifying party, if, in the reasonable opinion of counselretained by the indemnifying party, the representation by such counsel of the Investor Indemnitee and the indemnifying party would beinappropriate due to actual or potential differing interests between such Investor Indemnitee and any other party represented by suchcounsel in such proceeding. The Investor Indemnitee shall cooperate fully with the indemnifying party in connection with any negotiationor defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonablyavailable to the Investor Indemnitee which relates to such action or claim. The indemnifying party shall keep the Investor Indemniteereasonably apprised as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shallbe liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that theindemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior writtenconsent of the Investor Indemnitee, consent to entry of any judgment or enter into any settlement or other compromise which does notinclude as an unconditional term thereof the giving by the claimant or plaintiff to such Investor Indemnitee of a release from all liabilityin respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying party shall be subrogatedto all rights of the Investor Indemnitee with respect to all third parties, firms or corporations relating to the matter for which indemnificationhas been made. The indemnification required by this Article V shall be made by periodic payments of the amount thereof during the courseof the investigation or defense, as and when bills are received and payment therefor is due, subject to receipt by the indemnifying partyof an undertaking to repay any amounts that such party is ultimately not entitled to receive as indemnification pursuant to this Agreement.

Section 5.03 Remedies. The remedies providedfor in this Article V are not exclusive and shall not limit any right or remedy which may be available to any indemnified person at lawor equity. The obligations of the parties to indemnify or make contribution under this Article V shall survive expiration or terminationof this Agreement.

ARTICLE VI

COVENANTS

Section 6.01 Registration Statement.

Section 6.02 Suspension of Registration Statement.

Section 6.03 Listing of the Ordinary Shares.As of each Advance Date, the Shares to be sold by the Company from time to time hereunder will have been registered under Section12(b) of the Exchange Act and approved for listing on the Principal Market, subject to official notice of issuance.

Section 6.04 Opinion of Counsel. Priorto the date of the delivery by the Company of the first Advance Notice, the Investor shall have received an opinion and negative assurancesletter from counsel to the Company in form and substance reasonably satisfactory to the Investor.

Section 6.05 Exchange Act Registration. TheCompany will use commercially reasonable efforts to file in a timely manner all reports and other documents required of it as a reportingcompany under the Exchange Act and will not take any action or file any document (whether or not permitted by Exchange Act or the rulesthereunder) to terminate or suspend its reporting and filing obligations under the Exchange Act.

Section 6.06 Transfer Agent Instructions. Solong as there is a Registration Statement in effect for this transaction, the Company shall (if required by the transfer agent for theOrdinary Shares) cause legal counsel for the Company to deliver to the transfer agent for the Ordinary Shares (with a copy to the Investor)instructions to issue Ordinary Shares to the Investor free of restrictive legends upon each Advance if the delivery of such instructionsare consistent with Applicable Law and the Investor has provided the Transfer Agent Deliverables with respect to such Ordinary Sharesrequired by this Agreement.

Section 6.07 Corporate Existence. The Companywill use commercially reasonable efforts to preserve and continue the corporate existence of the Company during the Commitment Period.

Section 6.08 Notice of Certain Events AffectingRegistration; Suspension of Right to Make an Advance. The Company will promptly notify the Investor, and confirm in writing, uponits becoming aware of the occurrence of any of the following events in respect of a Registration Statement or related prospectus relatingto an offering of Ordinary Shares (in each of which cases the information provided to Investor will be kept strictly confidential): (i)except for requests made in connection with SEC or other Federal or state governmental authority investigations disclosed in the SECDocuments, receipt of any request for additional information by the SEC or any other Federal or state governmental authority during theperiod of effectiveness of the Registration Statement or any request for amendments or supplements to the Registration Statement or relatedprospectus; (ii) the issuance by the SEC or any other Federal governmental authority of any stop order suspending the effectiveness ofthe Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to thesuspension of the qualification or exemption from qualification of any of the Ordinary Shares for sale in any jurisdiction or the initiationor written threat of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in the RegistrationStatement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any materialrespect or that requires the making of any changes in the Registration Statement, related prospectus or documents so that, in the caseof the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact requiredto be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it willnot contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary tomake the statements therein, in the light of the circumstances under which they were made, not misleading, or of the necessity to amendthe Registration Statement or supplement a related prospectus to comply with the Securities Act or any other law; and (v) the Company’sreasonable determination that a post-effective amendment to the Registration Statement would be appropriate; in which case the Companywill prepare and promptly make available to the Investor any such supplement or amendment to the related prospectus. The Company shallnot deliver to the Investor any Advance Notice, and the Company shall not sell any Shares pursuant to any Advance Notice (other thanas required pursuant to Section 2.05(b)), during the continuation of any of the foregoing events in clauses (i) through (v) above, orin the event that (vi) there shall be no bid for the Ordinary Shares on the Principal Market or Trading Market for a period of 15 consecutiveminutes at any time during the applicable Pricing Period or (vii) there shall be a “trading halt” or circuit breaker”event with respect to the Ordinary Shares on the Principal Market or Trading Market during the applicable Pricing Period (each of theevents described in the immediately preceding clauses (i) through (vii), inclusive, a “Material Outside Event”).

Section 6.09 Consolidation. If an AdvanceNotice has been delivered to the Investor, then the Company shall not effect any consolidation of the Company with or into, or a transferof all or substantially all the assets of the Company to another entity before the transaction contemplated in such Advance Notice hasbeen closed in accordance with Section 2.03 hereof, and all Shares issuable in connection with such Advance have been received by theInvestor.

Section 6.10 Issuance of Ordinary Shares. Theissuance and sale of Ordinary Shares hereunder shall be made in accordance with the provisions and requirements of Section 4(a)(2) ofthe Securities Act or Regulation D under the Securities Act and any applicable state securities law.

Section 6.11 Market Activities. The Companywill not, directly or indirectly, take any action designed to cause or result in, or that constitutes or might reasonably be expectedto constitute, the stabilization or manipulation of the price of any security of the Company under Regulation M of the Exchange Act.

Section 6.12 Expenses. The Company, whetheror not the transactions contemplated hereunder are consummated or this Agreement is terminated, will pay all expenses incident to theperformance of its obligations hereunder, including but not limited to (i) the preparation, printing and filing of the Registration Statementand each amendment and supplement thereto, of each prospectus and of each amendment and supplement thereto; (ii) the preparation, issuanceand delivery of any Shares issued pursuant to this Agreement, (iii) all reasonable fees and disbursements of the Company’s counsel,accountants and other advisors, (iv) the qualification of the Shares under securities laws in accordance with the provisions of this Agreement,including filing fees in connection therewith, (v) the printing and delivery of copies of any prospectus and any amendments or supplementsthereto, (vi) the fees and expenses incurred in connection with the listing or qualification of the Shares for trading on the PrincipalMarket or Trading Market, or

(vii) filing fees of the SEC and the PrincipalMarket or Trading Market.

Section 6.13 Current Report. The Companyshall not, and the Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees andagents not to, provide the Investor with any material, non- public information regarding the Company or any of its Subsidiaries withoutthe express prior written consent of the Investor (which may be granted or withheld in the Investor’s sole discretion and must includean agreement to keep such information confidential until publicly disclosed or 45 days have passed); it being understood that the merenotification of Investor required pursuant to Section 6.08(iv) hereof shall not in and of itself be deemed to be material non-public information.Notwithstanding anything contained in this Agreement to the contrary, the Company expressly agrees that it shall use its commerciallyreasonable efforts to publicly disclose, no later than 45 days following the date hereof, but in any event prior to delivering the firstAdvance Notice hereunder, any information communicated to the Investor by or, to the knowledge of the Company, on behalf of the Companyin connection with the transactions contemplated herein, which, following the date hereof would, if not so disclosed, constitute material,non-public information regarding the Company or its Subsidiaries.

Section 6.14 Advance Notice Limitation. TheCompany shall not deliver an Advance Notice if a shareholder meeting or corporate action date, or the record date for any shareholdermeeting or any corporate action, would fall during the period beginning two Trading Days prior to the date of delivery of such AdvanceNotice and ending two Trading Days following the Closing of such Advance.

Section 6.15 Use of Proceeds. The Companywill use the proceeds from the sale of the Ordinary Shares hereunder for working capital and other general corporate purposes or, ifdifferent, in a manner consistent with the application thereof described in the Registration Statement. Neither the Company nor any Subsidiarywill, directly or indirectly, use the proceeds of the transactions contemplated herein, or lend, contribute, facilitate or otherwisemake available such proceeds to any Person (i) to fund, either directly or indirectly, any activities or business of or with any Personthat is identified on the list of Specially Designated Nationals and Blocker Persons maintained by OFAC, or in any country or territory,that, at the time of such funding, is, or whose government is, the subject of Sanctions or Sanctions Programs, or (ii) in any other mannerthat will result in a violation of Sanctions.

Section 6.16 Compliance with Laws. TheCompany shall comply in all material respects with all Applicable Laws.

Section 6.17 Aggregation. From and afterthe date of this Agreement, neither the Company, nor or any of its affiliates will, and the Company shall use its commercially reasonableefforts to ensure that no Person acting on their behalf will, directly or indirectly, make any offers or sales of any security or solicitany offers to buy any security, under circumstances that would cause this offering of the Securities by the Company to the Investor tobe aggregated with other offerings by the Company in a manner that would require shareholder approval pursuant to the rules of the PrincipalMarket or Trading Market on which any of the securities of the Company are listed or designated, unless shareholder approval is obtainedbefore the closing of such subsequent transaction in accordance with the rules of such Principal Market or Trading Market.

Section 6.18 Other Transactions. The Companyshall not enter into, announce or recommend to its shareholders any agreement, plan, arrangement or transaction in or of which the termsthereof would restrict, materially delay, conflict with or impair the ability or right of the Company to perform its obligations underthe Transaction Documents, including, without limitation, the obligation of the Company to deliver the Shares to the Investor in accordancewith the terms of the Transaction Documents.

Section 6.19 Integration. From and afterthe date of this Agreement, neither the Company, nor or any of its affiliates will, and the Company shall use its commercially reasonableefforts to ensure that no Person acting on their behalf will, directly or indirectly, make any offers or sales of any security or solicitany offers to buy any security, under circumstances that would require registration of the offer and sale of any of the Securities underthe Securities Act.

6.20 Limitation on VariableRate Transactions. Until the earlier of the date that is (i) 12 months after the Effective Date of the Initial Registration Statementor (ii) two (2) months after any Termination hereunder (the “Limitation Date”), the Company shall be prohibited fromeffecting or entering into an agreement to effect any issuance by the Company of Common Stock or Common Stock Equivalents (or a combinationof units thereof) involving a Variable Rate Transaction, other than in connection with an Exempt Issuance or with the prior written consentof the Investor. The Investor shall be entitled to seek injunctive relief against the Company to preclude any such issuance, which remedyshall be in addition to any right to collect damages, without the necessity of showing economic loss and without any bond or other securitybeing required.

Section 6.21 DTC. The Company shall takeall action reasonably required to ensure that its Ordinary Shares can be transferred electronically as DWAC Shares if the Transfer AgentDeliverables with respect to such Ordinary Shares have been provided by the Investor.

Section 6.22 Prohibition of Short Sales andHedging Transactions. The Investor agrees that beginning on the date of this Agreement and ending on the date of termination of thisAgreement as provided in Section 11, the Investor and its agents, representatives and affiliates shall not in any manner whatsoever enterinto or effect, directly or indirectly, any (i) “short sale” (as such term is defined in Rule 200 of Regulation SHO of theExchange Act) of the Ordinary Shares (excluding transactions properly marked “short exempt”) or (ii) hedging transaction,which establishes a net short position with respect to the Ordinary Shares.

Section 6.24 Use of Name. The Company shallnot, directly or indirectly, use the names “Helena Partners”, “Helena Global Investments”, or “Helena”,or any derivations thereof, or logos associated with these names, as the case may be, in any manner or take any action that may implyany relationship with the Investor or any of its Affiliates without the prior written consent of the Investor, provided, however, theInvestor hereby consents to all lawful uses of these names in the prospectus, statement and other materials that are required by applicablelaws or pursuant to the disclosure requirements of the SEC or any state securities authority.

ARTICLE VII

CONDITIONS FOR DELIVERY OF ADVANCENOTICE

Section 7.01 Conditions Precedent to the Right of the Company toDeliver an Advance Notice. The right of the Company to deliver an Advance Notice and the obligations of the Investor hereunder withrespect to an Advance is subject to:

of the following conditions:

Furthermore, the Company shall not have the rightto deliver an Advance Notice to the Investor if any of the following shall occur:

ARTICLE VIII

NON-DISCLOSURE OF NON-PUBLIC INFORMATION

The Company covenants and agrees that, other thanas expressly required by Section 6.08 hereof or, with the Investor’s consent pursuant to Section 6.01(c) and 6.13, it shall refrainfrom disclosing, and shall cause its officers, directors, employees and agents to refrain from disclosing, any material non-public information(as determined under the Securities Act, the Exchange Act, or the rules and regulations of the SEC) directly or indirectly to the Investoror its affiliates, without also disseminating such information to the public, unless prior to disclosure of such information the Companyidentifies such information as being material non-public information and provides the Investor with the opportunity to accept or refuseto accept such material non-public information for review. Unless specifically agreed to in writing, in no event shall the Investor havea duty of confidentiality, or be deemed to have agreed to maintain information in confidence, with respect to the delivery of any AdvanceNotices.

ARTICLE IX

NON-EXCLUSIVE AGREEMENT

This Agreement and the rights awarded to the Investorhereunder are non-exclusive, and the Company may, at any time throughout the term of this Agreement and thereafter, if permitted by theterms of the Agreement, issue and allot, or undertake to issue and allot, any shares and/or securities and/or convertible notes, bonds,debentures, options to acquire shares or other securities and/or other facilities which may be converted into or replaced by OrdinaryShares or other securities of the Company, and to extend, renew and/or recycle any bonds and/or debentures, and/or grant any rights withrespect to its existing and/or future share capital.

ARTICLE X

CHOICE OF LAW/JURISDICTION

This Agreement shall be governed by and interpretedin accordance with the laws of the State of Delaware without regard to the principles of conflict of laws. The parties further agree thatany action between them shall be heard in New York County, New York, and expressly consent to the jurisdiction and venue of the SupremeCourt of New York, sitting in New York County, New York and the United States District Court of the Southern District of New York, sittingin New York, New York, for the adjudication of any civil action asserted pursuant to this Agreement.

ARTICLE XIASSIGNMENT; TERMINATION

Section 11.01 Assignment. Neither thisAgreement nor any rights or obligations of the parties hereto may be assigned to any other Person.

Section 11.02 Termination.

ARTICLE XII

NOTICES

Other than with respect to Advance Notices, whichmust be in writing and will be deemed delivered on the day set forth in Section 2.03 in accordance with Exhibit C, any notices,consents, waivers, or other communications required or permitted to be given under the terms of this Agreement must be in writing andwill be deemed to have been delivered (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile or e-mailif sent on a Trading Day, or, if not sent on a Trading Day, on the immediately following Trading Day; (iii) five (5) days after beingsent by U.S. certified mail, return receipt requested, (iv) one (1) day after deposit with a nationally recognized overnight deliveryservice, in each case properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications(except for Advance Notices which shall be delivered in accordance with Exhibit A hereof) shall be:

Either may change its information contained inthis Article XII by delivering notice to the other party as set forth herein.

ARTICLE XIII

MISCELLANEOUS

Section 13.01 Counterparts. This Agreementmay be executed in identical counterparts, both which shall be considered one and the same agreement and shall become effective when counterpartshave been signed by each party and delivered to the other party. Facsimile or other electronically scanned and delivered signatures, includingby e- mail attachment, shall be deemed originals for all purposes of this Agreement.

Section 13.02 Entire Agreement; Amendments.This Agreement supersedes all other prior oral or written agreements between the Investor, the Company, their respective affiliatesand persons acting on their behalf with respect to the matters discussed herein, and this Agreement contains the entire understandingof the parties with respect to the matters covered herein and, except as specifically set forth herein, neither the Company nor the Investormakes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be waivedor amended other than by an instrument in writing signed by the parties to this Agreement. The provisions of the existing confidentialityagreement between the Investor and the Company shall remain in force, except that all provisions therein dealing with the treatment ofmaterial non-public information are superseded by this Agreement.

Section 13.03 Reporting Entity for the OrdinaryShares. The reporting entity relied upon for the determination of the trading price or trading volume of the Ordinary Shares on anygiven Trading Day for the purposes of this Agreement shall be Bloomberg, L.P. or any successor thereto. The written mutual consent ofthe Investor and the Company shall be required to employ any other reporting entity.

Section 13.04 Due Diligence Fee; CommitmentFee Shares.

Section 13.05 Brokerage. Except as setforth on Schedule 13.05, each of the parties hereto represents that it has had no dealings in connection with this transaction with anyfinder or broker who will demand payment of any fee or commission from the other party. The Company on the one hand, and the Investor,on the other hand, agree to indemnify the other against and hold the other harmless from any and all liabilities to any person claimingbrokerage commissions or finder’s fees on account of services purported to have been rendered on behalf of the indemnifying partyin connection with this Agreement or the transactions contemplated hereby.

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IN WITNESS WHEREOF, the parties hereto havecaused this Purchase Agreement to be executed by the undersigned, thereunto duly authorized, as of the date first set forth above.

EXHIBIT A

ADVANCE NOTICE

Sagtec Global Limited

Dated: _____________Advance Notice Number: ________

The undersigned, ______________________, herebycertifies, with respect to the sale of the Ordinary Shares of Sagtec Global Limited (the “Company”) issuable in connectionwith this Advance Notice, delivered pursuant to that certain Purchase Agreement, dated as of May__, 2025 (the “Agreement”),as follows:

The undersigned has executed this Advance Notice as of the date firstset forth above.

SAGTEC GLOBAL LIMITED

EXHIBIT B

FORM OF SETTLEMENT DOCUMENT

VIA EMAIL

SAGTEC GLOBAL LIMITED

Attn:

Email:

Subject:

Below please find the settlement information with respectto the Advance Notice Date of:

Agreed and Approved:

SAGTEC GLOBAL LIMITED

SCHEDULE 1

Authorized Representatives

The following individuals may executeAdvance Notices:

EXHIBIT C

VIA EMAIL

Email: jeremy@helenapartners.com

Subject: ELOC: Sagtec Global Limited

Advance Notice

Below please find the Advance Notice Date of:

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