Exhibit
10.14


 


dated
___________


 


 









 


(THE
SUBSCRIBER)


 


AND


 


CYTOMED
THERAPEUTICS PTE LTD


 


(THE
COMPANY)


 


 


 






 


subscription
agreement


 


Relating
to shares in


the
capital of


CYTOMED
THERAPEUTICS PTE LTD


 


 






 




    	Confidential
	 



    	 



    

 


THIS
subscription agreement (“Agreement”) is made on                             


 


BETWEEN:


 


		1.	______________
                                            ________________________________________________ (the “Subscriber”);
                                            and



 


		2.	CytoMed
                                            Therapeutics Pte Ltd (Company No. 201808327H) a company incorporated in, and existing
                                            under the laws of Singapore whose registered office is situated at 21 Bukit Batok Crescent
                                            #17-80 WCEGA Tower Singapore 658065 (the “Company”).



 


WHEREAS:


 


		A.	At
                                            the date of this Agreement, the share capital of the Company is S$_________ (Singapore Dollars
                                            ____________________) divided into __________ ordinary shares of which ______
                                            have been allotted fully paid and issued to, and are registered in the names of and beneficially
                                            owned by, the following persons in the number of Shares (as defined herein) set out against
                                            their respective names:



 





	 	Name	Number of Shares






 


		B.	The
                                            Company has agreed with the Subscriber to allot and issue to the Subscriber, and the Subscriber
                                            has agreed to subscribe for the Subscription Shares (as defined herein) upon and subject
                                            to the terms and conditions set out in this Agreement.



 


		C.	For
                                            the purpose of this Agreement, the Company represents as true its organisation structure,
                                            its businesses and technologies, and its latest financial statements in the First Schedule.



 


NOW
IT IS HEREBY AGREED as follows:


 


		1.	Definitions
                                            and Interpretation



 


	1.1	In
    this Agreement, where the context so admits, the following words and expressions shall have the following meanings:


 


“Banking
Day” means a day (other than a Saturday, Sunday or public holiday) on which banks in Singapore are open for business;


 


“Board”
means the board of directors of the Company from time to time;


 


“Companies
Act “ means the Companies Act (Chapter 50 of the laws of Singapore);


 


“Completion”
means completion of the transactions contemplated herein pursuant to Clause 4;


 


“Confidential
Information” means any and all information that is proprietary (including but not limited to the intellectual property described
and/or defined under the relevant paragraphs of the Second Schedule herein, subject matter that is proprietary to and/or of such rights
and/or interests of a third party or otherwise; and the Intellectual Property Rights) and all such other information confidential to
the disclosing party that (i) derives independent economic value, actual or potential, from not being generally known to, and not being
readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and (ii) is the subject
of efforts that are reasonable under the circumstances to maintain its secrecy, disclosed by either party to the other in document or
other tangible form, including but not limited to graphic, photographic, recorded, diagrammed, digital, electronic or any other form
by one party to the other, as well as the content in this Agreement and documents in connection therewith, and the content of any and
all discussions between the parties, including any Confidential Information developed in the course of discussions and negotiations of
and leading up to this Agreement, or which if initially disclosed orally or visually is identified as proprietary and, or confidential
at the time of disclosure, or information provided under circumstances surrounding disclosure which ought to be treated as confidential,
or which under accepted industry practices for that type of information is generally treated as confidential;


 




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“Existing
Shareholders” means the persons whose names are set out in Recital A hereinabove;


 


“Group”
means the Company and its Subsidiaries, and a “Group Company” means any one of them;


 


“Intellectual
Property Rights” means:


 


		(a)	patents,
                                            trade marks, service marks, registered designs, applications and rights to apply for any
                                            of those rights, trade, business and company names, internet domain names and e-mail addresses,
                                            unregistered trade marks and service marks, copyrights, database rights, know-how, rights
                                            in designs and inventions;



 


		(b)	rights
                                            under licences, consents, orders, statutes or otherwise in relation to a right in paragraph
                                            (a);



 


		(c)	rights
                                            of the same or similar effect or nature as or to those in paragraphs (a) and (b) which now
                                            or in the future may subsist; and



 


		(d)	the
                                            right to sue for past infringements of any of the foregoing rights;



 


“Parties”
means the named parties to this Agreement and their respective successors and assigns and a “Party” means any of them;


 


“Phase
1 Clinical Trial” means an initial clinical trial regulated by the Health Sciences Authority of Singapore.


 


“Security
Interest” means a mortgage, charge, pledge, lien, option, restriction, right of first refusal, right of pre-emption, third-party
right or interest, other encumbrance or security interest of any kind, or another type of preferential arrangement (including, without
limitation, a title transfer or retention arrangement) having similar effect;


 


“Shares”
means the ordinary shares of the Company;


 


“Subscription
Funds” means S$ ___________ (Singapore Dollars __________________) being the total consideration for the allotment and issue
of the Subscription Shares;


 


“Subscription
Price” means S$________________ (Singapore currency) per Subscription Share;


 


“Subscription
Shares” means ___________________ Shares of the issued share capital of the Company as at the Completion Date to be allotted
and issued pursuant to Clause 2;


 


“Subsidiary”
means a subsidiary as defined in Section 5 of the Companies Act;


 


“S$”
or “Singapore Dollar” means the lawful currency of Singapore;


 


“Singapore”
means the Republic of Singapore;


 


“Tax”
means all forms of taxation, estate duties, deductions, with holdings, duties, imposts, levies, fees, charges, social security contributions
and rates imposed, levied, collected, withheld or assessed by any local, municipal, regional, urban, governmental, state, federal or
other body in Singapore or elsewhere and any interest, additional taxation, penalty, surcharge or fine in connection therewith; and


 


“Warranties”
mean the warranties and representations contained or referred to in Clause 7 and the Second Schedule.


 




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		1.2	Save
                                            where the context otherwise requires, words and phrases the definitions of which are contained
                                            or referred to in the Companies Act shall be construed as having the meanings thereby attributed
                                            to them.



 


		1.3	References
                                            in this Agreement to Clauses and Schedules are to clauses in and schedules to this Agreement
                                            (unless the context otherwise requires). The recitals and the schedules to this Agreement
                                            shall be deemed to form part of this Agreement.



 


		1.4	Headings
                                            are inserted for convenience only and shall not affect the construction of this Agreement.



 


		1.5	The
                                            expression the “Subscriber” includes their or its successors and assigns,
                                            as applicable.



 


		1.6	References
                                            to “person” shall include bodies corporate, unincorporated associations
                                            and partnerships (whether or not having separate legal personality).



 


		1.7	References
                                            to writing shall include any methods of producing or reproducing words in a legible and non-transitory
                                            form.



 


		1.8	The
                                            masculine gender shall include the feminine and neuter and the singular number shall include
                                            the plural and vice versa.



 


		1.9	The
                                            word “including” means including without limitation, and its cognates
                                            are to be construed accordingly.



 


		2.	Allotment,
                                            issue and subscription of Subscription Shares



 


		2.1	Subject
                                            to the terms and conditions of this Agreement, the Subscriber agrees to subscribe for, and
                                            the Company agrees to allot and issue to the Subscriber free from any Security Interest,
                                            the Subscription Shares at the Subscription Price on the Completion Date, by way of depositing
                                            the same into the Company’s bank account as follows:



 


Beneficiary:
___________________________________


Beneficiary’s
Bank: _____________________________


Beneficiary’s
Bank Account No.: __________________


BIC
Code: ____________________________________


 


The
Subscription Shares will be issued as fully paid, free from any Security Interest, and will rank pari passu in all respects with the
Shares in issue at Completion.


 


		3.	Conditions
                                            Precedent



 


		3.1	Completion



 


		(a)	The
                                            obligations of the Subscriber under this Agreement to deposit the Subscription Funds at Completion
                                            are conditional upon the following conditions being satisfied or waived by such Subscriber
                                            in writing:



 


		(i)	the
                                            Company not being in material breach of this Agreement at Completion;



 


		(ii)	each
                                            of the Warranties remaining true and accurate in all material respects at Completion;



 


		(iii)	the
                                            passing of the resolutions referred to in Clause 4.2 (b) herein;



 


		(iv)	the
                                            results of the due diligence regarding Intellectual Property Rights and scientific and regulatory
                                            matters relating to the Company and its operations conducted by the Subscriber and/or his/her
                                            advisers being satisfactory to the Subscriber;



 




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		(v)	any
                                            and all rights of pre-emption or restriction on issue in respect of the Subscription Shares
                                            and other matters contemplated in this Agreement conferred on any persons under the articles
                                            of association of the Company or otherwise being waived irrevocably by the persons entitled
                                            to them;



 


		(b)	The
                                            obligations of the Company under this Agreement to issue the Subscription Shares at Completion
                                            are conditional upon the following conditions being satisfied or waived by the Company in
                                            writing:



 


		(i)	The
                                            Subscriber not being in material breach of this Agreement at Completion;



 


		(ii)	The
                                            grant of the Power of Attorney in substantially the form and content of the power of attorney
                                            attached in the Third Schedule herein; and



 


		(iii)	The
                                            passing of the resolutions referred to in Clause 4.3 (c) herein;



 


		(bb)	For
                                            the avoidance of doubt, the Subscriber herein hereby agrees and undertakes to do all things
                                            and take all steps as are necessary to grant, execute and deliver the Power of Attorney upon
                                            the terms and conditions set out therein.



 


		(c)	The
                                            Company and/or the Subscriber may waive all or any of the conditions set out in this Agreement
                                            with respect to the other Party’s obligations only on such terms and conditions as
                                            it may deem appropriate.



 


		(d)	In
                                            the event of any of the conditions in Clause 3.1(a) and/or (b) not being satisfied or waived
                                            by the Company and/or the Subscriber (as applicable) by ______________ (or such later
                                            date as the Parties may agree in writing) then the provisions of this Agreement (with the
                                            exception of those set out in 7, 8, 8A, 9, 11, 12 and 13 which shall continue in full force
                                            and effect) shall forthwith terminate and cease to be of effect and save as aforesaid no
                                            Party shall have any further liability under or pursuant to the provisions of this Agreement
                                            provided that such termination shall be without prejudice to the accrued rights and liabilities
                                            of the Parties occurring prior to such termination.



 


		3.2	Notwithstanding
                                            anything to the contrary herein, the Parties acknowledge and agree to the Company’s
                                            intention to secure subsequent rounds of funding for further growth and development including
                                            (but not limited to funding as are required) for clinical trials.



 


	4.	Completion






 


		4.1	Completion
                                            shall take place not later than _________________ (or such later date as the Parties may
                                            agree in writing) (“Completion Date”) and at such place as the Parties may agree
                                            when all (but not some only) of the events described in this Clause 4 shall occur.



 


		4.2	Company
                                            shall:



 


		(a)	Allot
                                            and issue all the Subscription Shares credited as fully paid; and



 


		(b)	deliver
                                            to the Subscriber:



 


		(i)	a
                                            certified true copy of the resolutions of the Board approving and authorising the execution
                                            and completion and performance of the transactions contemplated under this Agreement and
                                            the issue of the Subscription Shares credited as fully paid to the Subscriber;



 


		(ii)	a
                                            certified true copy of the resolution of the Shareholders approving and authorising the directors
                                            of the Company to take all other steps required by the Company to allot and issue the Subscription
                                            Shares to the Subscriber pursuant to this Agreement;



 



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		(iii)	a
                                            certified true copy each of the resolutions of the Board and Shareholders respectively, approving
                                            and authorising the issue of ______________ ordinary shares of S$___________________
                                            each or the Subscription Shares at the Subscription Price, whichever applicable and pursuant
                                            to the Subscription Agreement herein;



 


		(iv)	a
                                            duly issued share certificate in the name of the Subscriber in respect of the Subscription
                                            Shares;
	 	 	 
		(v)	the
                                            consents and waivers of the Existing Shareholders of the Company of all rights of pre-emption
                                            and other rights which they may have in respect of the issue of the Subscription Shares and
                                            other matters contemplated in this Agreement;
	 	 	 
		(d)	enter
                                            the name of the Subscriber in the register of members of the Company as the holder of the
                                            Subscription Shares.



 


		4.3	At
                                            Completion, the Subscriber shall:



 


		(a)	pay
                                            the Subscription Funds to the Company in the manner specified in Clause 2.1;



 


		(b)	deliver
                                            to the Company the Power of Attorney in substantially the form and content of the power of
                                            attorney attached in Third Schedule herein; and



 


		(c)	deliver
                                            to the Company certified true copy of the resolutions of the board of directors and shareholders
                                            (as applicable) of the Subscriber approving and authorising the execution, completion and
                                            performance of this Agreement, including but not limited to the grant, execution and performance
                                            of the Power of Attorney and such matters contemplated therein.



 


		4.4	Without
                                            prejudice to any other remedies available to either party, if in any respect the provisions
                                            of this Clause 4 are not complied with by the Company or the Subscriber, as the case may
                                            be, at Completion, the Subscriber or the Company (as the case may be) may:



 


		(a)	defer
                                            Completion to a date not later than ______________ (and so that the provisions of this Clause
                                            4.4. shall apply to Completion as so deferred); or



 


		(b)	proceed
                                            to Completion so far as practicable (without prejudice to its rights under this Agreement);
                                            or



 


		(c)	rescind
                                            this Agreement (without prejudice to its accrued rights under this Agreement).



 


	5.	Before Completion






 


		5.1	During
                                            the period from the date of this Agreement to Completion, the Company shall procure that:



 


		(a)	the
                                            businesses of the Company are conducted in accordance with, and in substantially the manner
                                            as set out in the proposed plans attaching the First Schedule;



 


		(b)	save
                                            as disclosed, no Group Company creates a Security Interest over any of its assets;
	 	 	 
	 	(c)	no
                                            Group Company distributes or returns any share or registered capital;



 


		(c)	save
                                            as disclosed, no Group Company issues any further shares, options or securities convertible
                                            into shares;



 


		(d)	no
                                            Group Company alters its constitution and articles of association or other constitutive documents;
	 	 	 
		(e)	no
                                            Group Company alters the nature and scope of its proposed business;



 




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		(f)	no
                                            Group Company enters into any transaction other than on arm’s length terms and in the
                                            ordinary course of business and for full and proper consideration;



 


		(g)	no
                                            Group Company acquires or agrees to acquire or disposes or agrees to dispose of any asset
                                            or stocks (other than in the normal course of business);



 


		(h)	no
                                            Group Company alters or agrees to alter the terms of any existing borrowing facilities or
                                            arranges additional borrowing facilities; and



 


		(i)	no
                                            Group Company initiates any litigation or arbitration proceedings.



 


		5.2	The
                                            Subscriber agrees to grant a Power of Attorney to the Company to do all acts and things to
                                            achieve an initial public offering as mentioned in Clause 6.2. 



 


	6.	POST-COMPLETION
                                            OBLIGATIONS
	 	 
	6.1	The
                                            Company undertakes with the Subscriber that the Subscription Funds paid by the Subscriber
                                            shall be used by the Company for and/or towards business expansion, capital expenditure,
                                            expenditure in respect of and/or in connection with a proposed Phase I Clinical Trial, the
                                            Listing Exercise, and/or as general working capital.



 


		6.2	The
                                            Company undertakes to use its best endeavours at such time and on such terms as the Company
                                            deems appropriate, to take such steps as are necessary to undertake an initial public offering
                                            of the ordinary shares of the Company (“IPO”) on the United States of America’s
                                            National Association of Securities Dealers Automated Quotations (“NASDAQ”)
                                            or such other reputable securities exchanges as the Company may deem fit (the “Listing
                                            Exercise”).



 


		6.3	The
                                            Subscriber agrees and undertakes to do all things and takes all steps as are necessary and/or
                                            deemed necessary from time to time by the Attorney of the Power of Attorney, (including but
                                            not limited to (a) the further execution, grant of additional and/or supplemental powers
                                            and/or ratification of such actions taken by the Attorney under, pursuant to the Power of
                                            Attorney and/or in respect of or in connection with the powers granted under the Power of
                                            Attorney and/or (b) pursuant to and/or in connection to the Listing Exercise herein or otherwise).



 


	7.	Warranties






 


		7.1	The
                                            Company hereby warrants and represents and undertakes to and with the Subscriber that each
                                            of the statements set out in the Second Schedule is now, and will at Completion be, true
                                            and accurate in all material respects and not misleading.



 


		7.2	The
                                            Subscriber acknowledges to the Company that it has entered into this Agreement in reliance
                                            upon the Warranties only and has not been induced to enter into this Agreement by any other
                                            statement or representation.



 


		7.3	Each
                                            of the Warranties shall be separate and independent and, save as expressly provided to the
                                            contrary, shall not be limited by reference to or inference from any other Warranty or any
                                            other term of this Agreement.



 


		7.4	The
                                            Company shall not do, allow or procure any act or omission before Completion which would
                                            constitute a breach of any of the Warranties if they were given at Completion or which would
                                            make any of the Warranties materially inaccurate or misleading if they were so given.



 


		7.5	The
                                            Company hereby agrees to disclose promptly to the Subscriber in writing immediately upon
                                            becoming aware of the same, any matter, event or circumstance (including any omission to
                                            act) which may arise or become known to them after the date of this Agreement and before
                                            Completion which:



 


		(a)	constitutes
                                            a breach of, or is inconsistent with, any of the Warranties; or



 


		(b)	has,
                                            or is likely to have, a materially adverse effect on the financial position or prospects
                                            of the Company.



 




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		7.6	The
                                            provisions in this sub-Clause 7.6 shall operate to limit the liability of the Company under
                                            and in respect of the Warranties given by the Company under or pursuant to this Clause 7
                                            and the Second Schedule.



 


		(a)	No
                                            liability shall arise if and to the extent that any breach or claim occurs as a result of
                                            any legislation not in force at the date hereof which takes effect retrospectively or occurs
                                            as a result of any increase in the rates of taxation in force at the date hereof or occurs
                                            as a consequence of a change in the interpretation of the law after the date hereof in any
                                            jurisdiction.



 


		(b)	No
                                            liability shall arise in respect of any voluntary act, omission, transaction or arrangement
                                            carried out by the Company at the written request of any Subscriber after the date hereof.



 


		(c)	The
                                            aggregate liability of the Company in respect of all claims for breach of the Warranties
                                            made upon the Company hereunder shall not exceed in aggregate the amount of the original
                                            invested amount of the Subscriber.



 


		(d)	The
                                            Subscriber represents and warrants to the Company that the Subscriber will purchase the Subscription
                                            Shares on its own account at Completion and not as agent or nominee for any third party.



 


Nothing
in sub-Clause 7.6 above shall have the effect of limiting or restricting the liability of the Company arising as a result of any fraud,
wilful misconduct or wilful concealment.


 


	8.	RESTRICTION ON ANNOUNCEMENTS



 


Each
of the Parties undertakes that it will not, save as required by law or by any securities exchange or any supervisory or regulatory body
to whose rules either of the Parties may be subject, make or permit or authorize the making of any press release or other public
statement or disclosure concerning this Agreement or the transactions contemplated hereby unless the other Party shall have given its
consent to such announcement (which consent may not be unreasonably withheld or delayed and may be given either generally or in a specific
case or cases and may be subject to conditions).


 


		8A.	Each
                                            of the Parties herein agree that Confidential Information disclosed to it may be disclosed
                                            to employees and agents within their organization and/or their professional advisors who
                                            specifically have a bona fide need to know the Confidential Information with respect to,
                                            and/or in connection with this Agreement. The Parties hereby undertake to take all such steps
                                            as are necessary to ensure that all such persons shall adhere to the confidentiality obligations
                                            herein and all such other protection of Confidential Information accorded to the relevant
                                            Parties under this Agreement.



 


The
Subscriber herein hereby agrees to consult with the Company and to serve prior notice to the Company from time to time, the particulars
of such persons to whom the Company’s Confidential Information shall be disclosed (including but not limited to the names, designation
and purpose of disclosure to such persons).


 


	9.	COSTS






 


Each
party to this Agreement shall pay its own costs of and incidental to this Agreement and the subscription hereby agreed to be made.


 




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		10.	GENERAL
	 		 
		10.1	This
                                            Agreement shall be binding upon and enure for the benefit of the successors of the Parties.
                                            No party hereto shall be entitled to assign any of its rights or purport to transfer any
                                            of its obligations hereunder without the prior written consent of all the other Party.



 


		10.2	This
                                            Agreement (together with any documents referred to herein) constitutes the whole agreement
                                            between the Parties and supersedes any previous agreements or arrangements between them relating
                                            to the subject matter thereof; it is expressly declared that no variations hereof shall be
                                            effective unless made in writing signed by duly authorized representatives of the
                                            Parties.



 


		10.3	All
                                            of the provisions of this Agreement shall remain in full force and effect notwithstanding
                                            Completion (except insofar as they set out obligations which have been fully performed at
                                            Completion).



 


		10.4	If
                                            any provision or part of a provision of this Agreement shall be, or be found by any authority
                                            or court of competent jurisdiction to be, invalid or unenforceable, such invalidity or unenforceability
                                            shall not affect the other provisions or parts of such provisions of this Agreement, all
                                            of which shall remain in full force and effect.



 


		10.5	Any
                                            right of rescission or other rights or remedies conferred upon any Party in this Agreement
                                            shall be in addition to and without prejudice to all other rights and remedies available
                                            to it at law (and, without prejudice to the generality of the foregoing, shall not extinguish
                                            any right to damages to which the Party may be entitled in respect of the breach of this
                                            Agreement) and no exercise or failure to exercise such a right of rescission shall constitute
                                            a waiver by the Party of any such other right or remedy.



 


		10.6	No
                                            failure of any Party to exercise, and no delay or forbearance in exercising, any right or
                                            remedy in respect of any provision of this Agreement shall operate as a waiver of such right
                                            or remedy.



 


		10.7	Upon
                                            and after Completion, the Company and each Subscriber shall at their own cost do and execute
                                            or procure to be done and executed all such further acts, deeds, documents and things as
                                            may be necessary to give effect to the terms of this Agreement.



 


		10.8	This
                                            Agreement may be executed in one or more counterparts, and by the Parties on separate counterparts,
                                            but shall not be effective until each Party has executed at least one counterpart and each
                                            such counterpart shall constitute an original of this Agreement but all the counterparts
                                            shall together constitute one and the same instrument



 


		10.9	Time
                                            whenever mentioned in this Agreement shall be of essence.



 


		10.10	No
                                            purported variation to this Agreement shall be of any effect unless it is agreed in writing
                                            and signed by and/or on behalf of the Parties.



 


		10.11	All
                                            payments to be made under this Agreement shall be made in full without any set off or counterclaim
                                            and free from any deduction or withholding save as may be required by law, in which event
                                            such deduction or withholding shall not exceed the minimum amount which is required by law
                                            to deduct or withhold and the payer will simultaneously pay to the payee such additional
                                            amounts as will result in the receipt by the payee of the net amount equal to the full amount
                                            which would otherwise have been receivable had no such deduction or withdrawal been required.



 


	11.	NOTICES



 


Any
notice required to be given by any of the Parties to any other shall be deemed validly served by hand delivery or by prepaid registered
letter sent through the post or by recognised courier service if sent to an overseas address or by facsimile transmission to its contact
address or number given herein or such other contact address or number as may from time to time be notified in writing for this purpose
and any notice served by hand shall be deemed to have been served on delivery, any notice served by facsimile transmission shall be deemed
to have been served when sent and any notice served by prepaid registered letter shall be deemed to have been served 48 hours (72 hours
in the case of a letter sent by courier to an address in another country) after the time at which it was posted and in proving service
it shall be sufficient (in the case of service by hand and prepaid registered letter) to prove that the notice was properly addressed
and delivered or posted, as the case may be, in the case of service by courier that the document was received by the courier service,
and in the case of service by facsimile transmission to prove that the transmission was confirmed as sent by the originating machine.


 




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		12.	GOVERNING
                                            LAW AND SUBMISSION TO JURISDICTION



 


This
Agreement shall be governed by and construed in accordance with the laws of Singapore and the Parties irrevocably submit to the non-exclusive
jurisdiction of the Singapore courts for the purpose of enforcing any claim arising hereunder.


 


	13.	THIRD PARTY RIGHTS






 


Except
as specifically provided for in clause 10.1, and the Attorney under the Power of Attorney, a person who is not a party to this Agreement
shall have no rights under the Contracts (Right of Third Parties) Act (Cap 53B) of Singapore to enforce or enjoy the benefit of any of
its terms.


 




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First
Schedule: powerpoint & Financial statement


 




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SECOND
SCHEDULE: WARRANTIES


 


	1.	Accounts
                                            and Taxation
	 	 
	1.1	The
                                            Accounts have been prepared in accordance with the accounting policies of the Company and
                                            show a true and fair view of the assets and liabilities, income and cash flow of the Company
                                            as at, or for the period ending on, the relevant date.
	 	 
	1.2	All
                                            the accounts, books, registers, ledgers and financial and other material records of whatsoever
                                            kind of the Company have been fully, properly and accurately kept and completed; there are
                                            no inaccuracies or discrepancies of any kind contained or reflected therein; and they give
                                            and reflect a true and fair view of the financial, contractual and trading position of the
                                            Company.



 


		1.3	The
                                            Company has not incurred any actual or contingent or deferred liability for Tax.



 


		2.	Capacity



 


		2.1	The
                                            Company has the right, power and authority, and has taken all action necessary, to execute,
                                            deliver and exercise its, his or her rights, and perform its obligations, under this Agreement
                                            and each document to be executed at or before Completion.



 


		2.2	The
                                            Company has the right, power and authority to conduct its business as conducted at the date
                                            of this Agreement.



 


		2.3	The
                                            obligations of the Company under this Agreement and each document to be executed at or before
                                            Completion are, or when the relevant document is executed will be, legal, valid and binding
                                            in accordance with their terms.



 


		3.	Corporate
                                            Matters



 


		3.1	The
                                            Company has been duly incorporated or established and is validly existing under the laws
                                            of Singapore. No order has been made or petition presented or resolution passed for the winding
                                            up of the Company and no distress, execution or other process has been levied on any of its
                                            assets. No receiver or manager (or its equivalent) has been appointed by any person of its
                                            business or assets or any part thereof, no power to make any such appointment has arisen,
                                            the Company has not taken any steps to enter into liquidation and there are no grounds on
                                            which a petition or application could be based for the winding up or appointment of a receiver
                                            of the Company.



 


		3.2	The
                                            Company has never reduced, paid, redeemed or purchased any of its share or issued capital.



 


		3.3	The
                                            allotted and issued share capital of the Company is as stated in the recital (A) to this
                                            Agreement.



 


		3.4	At
                                            Completion the Subscription Shares will be duly authorized for issuance and allotment
                                            to the Subscribers pursuant to this Agreement against payment of the Subscription Price as
                                            provided in Clause 2.1, and will be validly issued and credited as fully paid and will rank
                                            pari passu in all respects with other ordinary shares in the Company.



 


		3.5	As
                                            at the date hereof, save for ________________________________________________ disclosed to
                                            and acknowledged by the Subscriber, there are no options or other agreements outstanding
                                            or other securities (including, without limitation, securities convertible into or exchangeable
                                            for or which carry rights to subscribe for new shares in the capital of the Company) at Completion
                                            which calls for the issue or accord to any person the right to call for the issue of any
                                            such shares and no person has any right of any nature whatsoever on, over or affecting the
                                            Subscription Shares or any unissued share capital of the Company.



 


		3.6	The
                                            copies of the constitution and articles of association (or their equivalent) of the Company
                                            which have been provided to the Subscribers are accurate, complete and up to date in all
                                            respects and have attached copies of all resolutions and agreements which are required to
                                            be so attached. The Company has complied with its constitution and articles of association
                                            (or their equivalent) in all respects, has full power, authority and legal right to own its
                                            assets and carry on its business and none of the activities, agreements, commitments or rights
                                            of the Company is ultra vires or unauthorized .



 




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		3.7	The
                                            registers of directors and officers and members and all other statutory books (or their equivalent)
                                            of the Company which have been provided to the Subscribers were, when so provided, up to
                                            date and contained full and accurate records of all matters required to be dealt with therein
                                            and the Company has not received any notice of any application or intended application for
                                            rectification of the Company’s registers of directors and officers or members and all
                                            legal requirements relating to the issue of shares and other securities by the Company have
                                            been complied with.



 


		3.8	There
                                            are no powers of attorney given by the Company in force and there are no outstanding authorities
                                            (express or implied) by which any person (other than the implied authority (if any) under
                                            applicable law of a director of the Company) may enter into any contract or commitment to
                                            do any thing outside the ordinary course of business on behalf of the Company.



 


		4.	General
                                            Commercial Matters



 


		4.1	The
                                            Company has immaterial commercial operations.



 


		5.	Intellectual
                                            Property Rights



 


		5.1	The
                                            Company has exclusive licences for the relevant patents from the Agency for Science Technology
                                            and Research, Singapore (A*Star).



 


	6.	Licences and Statutory
  Compliance






 


		6.1	The
                                            Company has obtained all necessary licences and consents required for the proper carrying
                                            on of its current business as at the date hereof and all such licences and consents are valid
                                            and subsisting, except for those licenses and/or approvals or consents as may be required
                                            by and/or pursuant to the relevant laws’ rules and/or regulations of such other jurisdictions
                                            (including Singapore and the United States of America) from time to time.



 


		6.2	Said
                                            as disclosed, the Company is not in breach of any existing licences and/or consents or approvals
                                            and there are no factors that might in any way prejudice the continuation or renewal of any
                                            of them.



 


		6.3	The
                                            Company is a biotechnology company and is in the process of seeking approval for its cell
                                            therapy products and as of the date of this Agreement, the Company has not been given regulatory
                                            approval for any of its cell therapy products.



 


	7.	Litigation






 


		7.1	Neither
                                            the Company nor any person for whose acts or defaults the Company may be vicariously liable
                                            is engaged whether as plaintiff or defendant or otherwise in any civil, criminal or arbitration
                                            proceedings or any proceedings before any tribunal and to the Company’s knowledge there
                                            are no proceedings threatened or pending against the Company or any such person including
                                            proceedings in respect whereof the Company is liable to indemnify any party concerned therein
                                            and there are no facts which are likely to give rise to any litigation or proceedings. There
                                            are no unfulfilled or unsatisfied judgments or orders against the Company or any of its assets.



 


	8.	Labour Dispute
	 	 
	8.1	There is no labour
  dispute in the past and up to date of this Agreement.
	 	 
	9.	Properties






 


		9.1	The
                                            Company owns the cGMP facility for cell and genes therapy products operated and situated
                                            on the freehold plot of land known as HS(D) 541101 PTD 220501, Mukim Plentong, Johor Bahru,
                                            Malaysia under a bank mortgage which outstanding loan amount is approximately S$ ___________
                                            as at _______.



 


In
this paragraph, the “cGMP” means current Good Manufacturing Practice (“cGMP”) status offered to local manufacturers
of the relevant products of the Company for conformity with relevant Pharmaceutical Inspection Co-operation Scheme (“PIC/S”)
GMP standards of the relevant authority.


 




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	10.	Equipment/Assets
	 	 
	10.1	The Company owns all
  equipment in the cGMP facility.






 


	11.	Insurance
	 	 
	11.1	The
                                            Company will take out such appropriate and relevant insurance as are required from time to
                                            time (including but not limited to such insurances for its clinical trials) as required by
                                            the relevant authorities.



 


	12.	Accuracy
                                            of Information Provided
	 	 
	12.1	All
                                            information contained in this Agreement (including the recitals) is true and accurate in
                                            all respects and not misleading in any respect.



 


		12.2	All
                                            information set out in the Second Schedule which has been provided to the Subscribers or
                                            their professional advisers in the course of the negotiations leading to this Agreement is
                                            true and accurate in all respects and not misleading in any respect.



 


		12.3	The
                                            Company has not failed to disclose to the Subscribers any documents or other information
                                            known to or in its possession and relating to the Subscription Shares which, in the opinion
                                            of the Company acting reasonably and in good faith, might affect the willingness of a third
                                            party to subscribe for the Subscription Shares on the terms of this Agreement.



 




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THIRD
SCHEDULE: POWER OF ATTORNEY


 


POWER
OF ATTORNEY made on _____________________________


 


BY:


____________________________________
(the “Appointer”, more particularly defined in clause 1.1 below);


 


IN
FAVOUR OF:


 


CHOO
CHEE KONG (Singapore NRIC No. _____________) (the “Attorney”)


 


WHEREAS;


 


		A.	The
                                            Appointer is the legal and beneficial owner of certain shares in CytoMed Therapeutics
                                            Pte Ltd (Company No. 201808327H) a company incorporated in, and existing under the laws
                                            of Singapore whose registered office is situated at 21 Bukit Batok Crescent #17-80 WCEGA
                                            Tower Singapore 658065 (the “Company”).



 


		B.	The
                                            Attorney is as at the date hereof, a shareholder and Chairman of the Company.



 


		C.	The
                                            Appointer acknowledges that the Company shall endeavour to undertake an initial public offering
                                            of the ordinary shares of the Company (“IPO”) on the United States of America’s
                                            National Association of Securities Dealers Automated Quotations (“NASDAQ”)
                                            and/or such other reputable securities exchanges as the Company may deem fit (the “Listing
                                            Exercise”).



 


BY
THIS POWER OF ATTORNEY


 


		1	APPOINTMENT



 


		(a)	The
                                            Appointer hereby nominates, constitutes and appoints the Attorney (including each and every
                                            person (collectively, “Delegates” and each, a “Delegate”) to whom
                                            the Attorney shall from time to time have delegated the exercise of the power of attorney
                                            conferred by this Power of Attorney), to be the Appointer’s true and lawful attorney
                                            and in the Appointer’s name, or in the Attorney’s own name as the act and deed
                                            of and on behalf of the Appointer, with full power and authority in its name, place and stead
                                            to execute, swear, acknowledge, deliver and record or file as and where required,



 


		1.1	General:
                                            Represent and exercise all rights of the Appointer (in its/his/her capacity as a shareholder
                                            of the Company) pursuant to, in and/or in connection with the Listing Exercise, the Corporate
                                            Exercises and the Corporate Matters (defined herein and referred to collectively as the “Transactions”
                                            and each, a “Transaction”);



 


		1.2	Documents:
                                            sign, seal, execute, deliver, perfect and do all deeds, instruments acts and things which
                                            may be required (or which the Attorney shall consider requisite), pursuant to, in and/or
                                            in connection with all actions to be and/or undertaken by the Company, its directors and/or
                                            shareholders or any other persons in, in connection with and/or pursuant to a Transaction
                                            (including but not limited to exercising such voting rights, the passing of and/or execution
                                            of the relevant shareholders resolutions of the Company) under hand or personal seal, as
                                            appropriate or otherwise execute and deliver on behalf of the Appointer and shall not be
                                            limited to documentation and/or actions and deeds in respect of the following:



 




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		1.2.1	Appointment
                                            and/or engagement of the relevant advisers, (including but not limited to investment bankers,
                                            auditors, counsels and/or such other persons whose services shall be required and/or deemed
                                            necessary);



 


		1.2.2	All
                                            legal, corporate, financial, business, operational, innovative and/or commercial actions
                                            and exercises (“Corporate Exercises”) undertaken by the Company from time to
                                            time (including but not limited to such activities in connection with and/or pursuant to
                                            (a) the promotion of the business of the Company; (b) the fundraising activities of the Company;
                                            and/or (c) the research, development and commercialization of the products of the Company);



 


		1.2.3	Appointment
                                            and/or engagement of such persons as the Attorney and/or the Company shall deem appropriate
                                            in respect of the Corporate Exercises;



 


		1.2.4	All
                                            such matters relating to, in respect of, and/or in connection with the Company and its affairs
                                            (“Corporate Matters”),



 


as
the Attorney shall in his absolute discretion decide and/or approve on behalf of the Appointer (in its capacity as a shareholder of the
Company), and such decisions and/or approvals to be conclusively evidenced by the execution of the relevant Document and/or action or
deed by the Attorney


 


Execution
and Perfection of any documentation, act and/or deed herein shall include the filling in of, insertion of any information in any blanks
in each Document and to incorporate amendments and provisions and alterations in each Document as may seem necessary, appropriate, desirable
or expedient to the Attorney (whether or not material);


 


		1.3	Completion:
                                            To do all acts and things for the purpose of or otherwise towards the completion of the Transactions;



 


		1.4.	Ancillary
                                            documents: sign (under hand or personal seal, as appropriate) or otherwise execute
                                            and deliver all other instruments and assurances and/or perform all such acts, matters and
                                            things (including, without limitation, register this Power of Attorney with any applicable
                                            authority), which in the opinion of the Attorney are or may be necessary, appropriate, desirable
                                            or expedient in relation to the execution, sealing or delivery of, or the giving of effect
                                            to, any Document or any matter or transaction required by or contemplated in any Document
                                            or Transaction.



 


		2	UNDERTAKINGS



 


The
Appointer:


 


		2.1	Validity:
                                            Declares that the Documents and any other instrument or assurance executed by the Attorney
                                            and all acts, matters and things done by the Attorney in performance of the powers conferred
                                            by this Power of Attorney shall be as good, valid and effectual to all intents and purposes
                                            whatsoever as if the same had been fully executed or done by the Appointer;



 


		2.2	Ratify:
                                            Undertakes to ratify and confirm whatever the Attorney shall do and/or lawfully causes to
                                            be done in exercise of any power conferred or purportedly conferred on such Attorney by this
                                            Power of Attorney or by law;



 


		2.3	Indemnity:
                                            Undertakes to indemnify the Attorney in respect of any and all costs, charges, liabilities,
                                            losses, expenses, claims or demands arising from anything lawfully done by the Attorney pursuant
                                            to or in reliance on this Power of Attorney; and



 




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		2.4	Termination:
                                            Agrees that this Power of Attorney:



 


		(a)	is
                                            irrevocable and shall subsist and continue in force until ____________ or upon a successful
                                            Listing Exercise, whichever later (“Termination Date”) and any person dealing
                                            with the Attorney and/or a Delegate may rely on a written statement by the Appointer pursuant
                                            hereto to the effect that this Power of Attorney has not been revoked or terminated as conclusive
                                            evidence notwithstanding anything done by the Attorney and/or Delegate after the Termination
                                            Date, to the extent that any such person deals with the Attorney and/or Delegate in the bona
                                            fide belief, based on such written statement, that the Attorney’s and/or Delegate’s
                                            power has not been terminated;



 


		(b)	will
                                            survive (as applicable), the dissolution, death, disability or other legal incapacity of
                                            the Appointer;



 


		(c)	is
                                            not transferable or assignable by the Appointer and, upon acceptance by the Attorney, shall
                                            be binding upon the Appointer and the heirs, executors, administrators, the legal representatives
                                            and/or successors of the Appointer;



 


		(d)	may
                                            but need not be exercised by the Attorney on behalf of the Appointer in executing any instrument
                                            and/or document by listing or printing thereon or on a schedule and/or any appendices thereto
                                            the name of the Appointer but executing such instrument, document, signature or otherwise,
                                            with the single signature as agent and attorney for all of them; and



 


		2.5	Appointer
                                            Bound: The Appointer agrees to be bound by all and any representation and/or action
                                            which is made or taken by the Attorney from time to time pursuant to this Power of Attorney
                                            and hereby waives any and all defenses which may be available to contest, negate and/or disaffirm
                                            any such representation and/or action of the Attorney which is made or taken in good faith
                                            under this Power of Attorney.



 


		3	PERSONAL
                                            LIABILTY AND NO WARRANT



 


An
Attorney’s exercise of any power under this Power of Attorney does not involve on the part of the Attorney, or any body of which
he is a partner, officer, shareholder and/or employee:


 


		3.1	any
                                            personal liability in connection with that exercise or its consequences; or
		3.2	any
                                            express or implied warranty as to the Attorney’s authority to exercise the power or
                                            the validity of this Power of Attorney.



 


		4	LAW



 


This
Power of Attorney is governed by and shall be construed in accordance with the laws of Singapore. The heading and/or title of any provision
of this Power of Attorney shall not affect the meaning of that or any other provision.


 


This
Power of Attorney has been duly signed, sealed and delivered as a deed on the date which first appears on page 1 of this Power of Attorney.


 


	Executed
    and delivered as a deed	)	 
	By
    _______________________,	)	 
	 	)	/s/
    
	 	 	Name:


 


 




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AS
WITNESS WHEREOF the hands of the have hereunto executed this Agreement on the day and year first above written.


 


	CYTOMED
    THERAPEUTICS PTE LTD	 	 
	 	 	 
	SIGNED
    by	)	/s/
    
	for
    and on behalf of	)	 
	 	 	Name:
    
	 	 	 
	 	 	 
	THE
    SUBSCRIBER	 	 
	 	 	 
	SIGNED
    by	)	/s/
    
	 	 	 
	 	 	Name:
    


 




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