Exhibit
10.12


 


Pursuant
to Item 601(b)(10)(iv) of Regulation S-K, certain identified information marked with [*****] has been excluded from the exhibit because
it is both (i) not material and (ii) the type that the registrant treats as private or confidential.


 


Date:
28th October 2021


 


	To:	Landmark
    Medical Centre Sdn. Bhd.	 	BY
    HAND AND EMAIL ONLY
	 	Unit
    33B, Menara Landmark	 	 
	 	No.
    12, Jalan Ngee Heng	 	 
	 	80000
    Johor Bahru, Johor, Malaysia	 	 
	 	Attn:
    The Directors	 	 
	 	 	 	 
	 	CytoMed
    Therapeutics (Malaysia) Sdn. Bhd.	 	 
	 	No.
    12 Jalan Permas Jaya 9/16	 	 
	 	Bandar
    Baru Permas Jaya, 81750 Masai, Johor, Malaysia	 	 
	 	Attn:
    The Directors	 	 
	 	 	 	 
	 	Ong
    Ah Huay	 	 
	 	[*****]	 	 
	 	 	 	 
	 	Lucas
    Luk Tien Wee	 	 
	 	[*****]	 	 
	 	 	 	 
	 	Louisa
    Luk Tien Sze	 	 
	 	[*****]	 	 
	 	 	 	 
	 	Lincoln
    Luk Tien Wen	 	 
	 	[*****]	 	 


 


Dear
Sirs,


 


	Re:	VARIATION
                                            OF INVESTMENT AGREEMENT DATED 20 JANUARY 2020, as varied by the supplemental agreement dated
                                            20 january 2021, MADE BETWEEN LANDMARK MEDICAL CENTRE SDN BHD, FOUNDING SHAREHOLDERS (AS
                                            DEFINED BELOW), CYTOMED THERAPEUTICS pTE. LTD. AND CYTOMED THERAPEUTICS (MALAYSIA) SDN BHD
	 	 
	1.	We
                                            refer to the Investment Agreement dated 20 January 2020 (the “Investment Agreement”),
                                            as varied by the Supplemental Agreement dated 20 January 2021, made between Landmark Medical
                                            Centre Sdn. Bhd. (“LMC”), CytoMed Therapeutics Pte. Ltd. (the “Company”),
                                            CytoMed Therapeutics (Malaysia) Sdn. Bhd. (“CytoMed MY”), Ong Ah Huay,
                                            Lucas Luk Tien Wee, Louisa Luk Tien Sze and Lincoln Luk Tien Wen (collectively referred to
                                            as the “Founding Shareholders”). Capitalised terms used herein not defined
                                            have the same meaning given to them in the Investment Agreement.
	 	 
	2.	We
                                            wish to confirm and record our agreement that the Investment Agreement shall be further varied
                                            in the following manner:



 


		(i)	The
                                            Investor shall mean the Company or its nominee(s).
	 	 	 
		(ii)	The
                                            Parties agree and undertake that the Company shall have a right to nominate, and the Company
                                            has nominated Advance Cancer Centre Pte. Ltd. (Company Registration No. 202003897E) to subscribe
                                            for the New Shares in the Company.



 




    	 



    	 



    

 





		(iii)	The
                                            Milestones in Schedule 1 shall be removed and the Long Stop Dates shall be varied, such that
                                            Schedule 1 shall be deleted in its entirety and replaced with the following:


 


“Schedule
1


 


Tranches


 


	Tranche	 	Long
    Stop Closing Date	 	Milestones	 	Amount
	1	 	[*****]	 	[*****]	 	[*****]
	2	 	[*****]	 	[*****]	 	[*****]
	3	 	[*****]	 	[*****]	 	[*****]


 


	3.	We
                                            further confirm that the parties will be separately entering into a supplemental agreement
                                            to the Shareholders Agreement dated 20 January 2020, the form of which is set out in Schedule
                                            2 of the Investment Agreement, which parties had undertaken to enter into pursuant to the
                                            transactions contemplated under the Investment Agreement.
	 	 
	4.	We
                                            would be grateful if you could confirm your agreement to the above by signing the Acceptance
                                            Portion of this letter and returning it to us by 28th November 2021.
	 	 
	5.	Save
                                            as expressly amended or varied herein, the remaining terms and conditions of the Investment
                                            Agreement shall remain valid, subsisting and enforceable between us.
	 	 
	6.	This
                                            letter agreement may be executed in any number of counterparts or duplicates each of which
                                            shall be an original but such counterparts or duplicates shall together constitute one and
                                            the same agreement. Any Party may enter into this letter agreement by signing any such counterpart.
                                            Each counterpart may be signed and executed by the Parties and transmitted by email and shall
                                            be as valid and effectual as if executed as an original.
	 	 
	7.	This
                                            letter agreement shall be governed by the laws of Malaysia and any dispute between us arising
                                            out of or in connection with this letter agreement shall be subject to the jurisdiction of
                                            the Malaysian courts.



 


Thank
you for your continued support.


 


Yours
faithfully,


 


	For
    and on behalf of	 
	CytoMed
    Therapeutics Pte. Ltd.	 
	 	 	 
	By:	/s/
    Choo Chee Kong	 
	Name:	Choo
    Chee Kong 	 
	 	Director	 


 




    	 



    	 



    

 


ACCEPTANCE
PORTION


 


We
hereby acknowledge and confirm our understanding of the contents of this letter agreement and have no objections to the terms set out
herein.


 


	Yours faithfully,	 
	 	 	 
	For and on behalf of	 
	Landmark
    Medical Centre Sdn. Bhd.	 
	 	 	 
	By:	/s/
    Ong Ah Huay	 
	Name:
    	Ong
    Ah Huay	 
	Designation:
    	Director	 
	 	 	 
	For and on behalf of	 
	CytoMed Therapeutics (Malaysia) Sdn. Bhd.	 
	 	 	 
	By:	/s/
    Tan Yoong Ying	 
	Name:	Tan
    Yoong Ying	 
	Designation:
    	Director	 


 


	/s/
    Ong Ah Huay	 
	Ong
    Ah Huay	 
	 	 
	/s/
    Lucas Luk Tien Wee	 
	Lucas
    Luk Tien Wee	 
	 	 
	/s/
    Louisa Luk Tien Sze	 
	Louisa
    Luk Tien Sze	 
	 	 
	/s/
    Lincoln Luk Tien Wen	 
	Lincoln
    Luk Tien Wen