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PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (this " Agreement "), dated as of

Key Takeaway: THIS PURCHASE AGREEMENT (this "Agreement"), dated as of June 6, 2025, is made by and between HELENA GLOBAL INVESTMENT OPPORTUNITIES I LTD. (the "Investor"), and Advanced Biomed, Inc., a company with limited liability organized under the laws of Nevada (the "Company"). WHEREAS

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THIS PURCHASE AGREEMENT
(this "Agreement"), dated as of June 6, 2025, is made by and between HELENA
GLOBAL INVESTMENT OPPORTUNITIES I LTD. (the "Investor"), and Advanced Biomed, Inc., a company with
limited liability organized under the laws of Nevada (the "Company").
WHEREAS, the parties
desire that, upon the terms and subject to the conditions contained herein, the Company shall have the right to issue and sell to the
Investor, from time to time as provided herein, and the Investor shall purchase from the Company, up to Twenty-Five Million United States
Dollars ($25,000,000) of the Company's common stock, par value $0.001 per share (the "Common Stock"); and
Stock is listed from trading on the Nasdaq Capital Markets under the symbol "ADVB";
and sale of the Common Stock issuable hereunder will be made in reliance upon Section 4(a)(2) under the Securities Act of 1933, as amended,
and the rules and regulations promulgated thereunder (the "Securities Act"), or upon such other exemption from the
registration requirements of the Securities Act as may be available with respect to any or all of the transactions to be made hereunder.
NOW, THEREFORE, the parties hereto agree
"1933 Act" means the Securities
"Advance" shall mean the portion
of the Commitment Amount requested by the Company in an Advance Notice.
"Advance Date" shall mean the
3rd Trading Day after expiration of the applicable Pricing Period for each Advance.
"Advance Halt" shall have the
meaning set forth in Section 2.05(d).
"Advance Notice" shall mean
a written notice in the form of Exhibit A attached hereto to the Investor executed by an officer of the Company or other authorized
representative of the Company identified on Schedule 1 hereto and setting forth the amount of an Advance that the Company desires to issue
and 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 Company delivers (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 in Section 3.07.
"Agreement" shall have the
meaning set forth in the preamble of this Agreement.
"Applicable Laws" shall mean
all applicable laws, statutes, rules, regulations, orders, executive orders, directives, policies, guidelines and codes having the force
of law, whether local, national, or international, as amended from time to time, including without limitation (i) all applicable laws
that relate to money laundering, terrorist financing, financial record keeping and reporting, (ii) all applicable laws that relate to
anti-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 Title
11, U.S. Code, or any similar federal, state or similar laws for the relief of debtors.
"Black Out Period" shall have
the meaning set forth in Section 6.02.
"Business Day" means any day
on which the Principal Market or Trading Market is open for trading, including any day on which the Principal Market or Trading Market
is open for trading for a period of time less than the customary time.
"Buy-In" shall have the meaning
set forth in Section 2.06.
"Buy-In Price" shall have the
meaning set forth in Section 2.06.
"Closing" shall have the meaning
set forth in Section 2.05.
"Commitment Amount" shall mean
Twenty-Five Million United States Dollars ($25,000,000).
"Commitment Fee Shares"
shall have the meaning set forth in Section 13.04.
"Commitment Period" shall mean
the period commencing on the date hereof and expiring upon the date of termination of this Agreement in accordance with Section 11.02.
"Common Stock" shall have the
meaning set forth in the recitals hereto.
"Common Stock Equivalents"
means any securities of the Company which entitle the holder thereof to acquire at any time Common Stock, including, without limitation,
any debt, preferred shares, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable
for, or otherwise entitles the holder thereof to receive, Common Stock.
"Company" shall have the meaning
set forth in the preamble of this Agreement.
"Condition Satisfaction Date"
shall have the meaning set forth in Section 7.01
"Custodian" means any receiver,
trustee, assignee, liquidator or similar official under any Bankruptcy Law.
"DTC" means the Depository Trust
"DWAC Shares" means the Commitment
Fee Shares or the Common Stock acquired or purchased by the Investor pursuant to this Agreement (a) that the Investor has resold in a
manner described under the caption "Plan of Distribution" in the Registration Statement and otherwise in compliance with this
Agreement before the delivery of the Transfer Agent Confirmation regarding the resale of such Commitment Fee Shares or Common Stock (as
applicable) in accordance with this Agreement, and (b) about which the Investor has (i) delivered to the Company and the transfer agent
to the Company (A) the Transfer Agent Confirmation relating to such Commitment Fee Shares or Common Stock (as applicable) and (B) a customary
representation letter from the Investor, and, if requested by the transfer agent, its broker, confirming, among other things, the resale
of such Commitment Fee Shares or Common Stock (as applicable) in the manner described in clause (a) of this definition of DWAC Shares
(including confirmation of compliance with any relevant prospectus delivery requirements), and (ii) delivered to the transfer agent instructions
for the delivery of such Commitment Fee Shares or Common Stock (as applicable) to the account with DTC of the Investor's designated
broker-dealer as specified in the Transfer Agent Deliverables, which Commitment Fee Shares or Common Stock (as applicable) will be in
the hands of the persons who purchase such Commitment Fee Shares or Common Stock (as applicable) from the Investor in the manner described
in clause (a) of this definition of DWAC Shares, freely tradable and transferable without restriction on resale and without stop transfer
instructions maintained against the transfer thereof.
"Effective Date" means the
date a Registration Statement is declared effective.
"Effectiveness Deadline" shall
have the meaning set forth in Section 6.01(a).
"Environmental Laws" shall
have the meaning set forth in Section 4.08.
"Exchange Act" shall mean the
Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
"Exchange Cap" shall have the
meaning set forth in Section 2.04(d).
"Exempt Issuance" means the
issuance of (a) Common Stock, 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 Board of Directors of the Company
or a majority of the members of a committee of directors established for such purpose, (b) any Shares issued to the Investor pursuant
to this Agreement, (c) Common Stock, Common Stock Equivalents or other securities issued to the Investor pursuant to any other existing
Last updated: Jun 6, 2025