Exhibit
10.11


 


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.


 


THIS
SUPPLEMENTAL AGREEMENT is made on 20 January 2021


 


BETWEEN:


 


	(1)	Landmark
                                            Medical Centre Sdn Bhd (registration no. 350925H) a company incorporated in Malaysia
                                            and having its business address at Unit 33B, Menara Landmark, No. 12 Jalan Ngee Heng, 80000
                                            Johor Bahru, Johor, Malaysia (the “Company”);
	 	 
	(2)	The
                                            Founding Shareholders;
	 	 
	(3)	CytoMed
                                            Therapeutics Pte Ltd (registration no. 201808327H) a company incorporated in the Republic
                                            of Singapore and having its registered office at 21 Bukit Batok Crescent, #17-80 WCEGA Tower,
                                            Singapore 658065 (“CytoMed Singapore”) or its nominee(s); and
	 	 
	(4)	CytoMed
                                            Therapeutics (Malaysia) Sdn Bhd (registration no. 1074609M) a company incorporated in
                                            Malaysia and having its registered office at Room 503, 5th Floor Merlin Tower,
                                            Jalan Meldrum 80000, Johor Bahru, Johor, Malaysia (“CytoMed Malaysia”)
                                            or its nominee(s),



 


(collectively,
the parties above shall be referred to as “Parties”, and each a “Party”).


 


WHEREAS:


 


	(A)	The
                                            Parties had entered into an investment agreement dated 20 January 2020 (the “Investment
                                            Agreement”) pursuant to which CytoMed Singapore had agreed to subscribe for new
                                            shares in the Company, representing 20.0% of the total number of shares in the Company.
	 	 
	(B)	It
                                            is the intention of all Parties to develop the Company’s business and to list it on
                                            a public stock exchange.
	 	 
	(C)	The
                                            Parties have agreed to supplement the terms and conditions of the Investment Agreement upon
                                            the terms and conditions set out in this Supplemental Agreement.



 


IT
IS HEREBY AGREED AS FOLLOWS: 


 


	1.	DEFINITIONS
                                            AND INTERPRETATIONS 
	 	 
	1.1	Incorporation
                                            of Defined Terms 



 


Terms
defined in the Investment Agreement shall have the same meanings when used in this Supplemental Agreement, unless otherwise defined herein.


 


	1.2	Interpretation
                                            



 


The
rules of interpretation of the Investment Agreement shall apply to this Supplemental Agreement as if set out in this Supplemental Agreement
save that references in the Investment Agreement to “this Agreement” shall be construed as references to this Supplemental
Agreement.


 




    	1



    	 



    

 


	1.3	Clauses
                                            



 


Except
where the contrary is stated, any reference to a Clause is to a clause of this Supplemental Agreement.


 


	2.	AMENDMENTS
                                            TO THE INVESTMENT AGREEMENT
	 	 
	2.1	Amendment
                                            to Investment Agreement, Clause 1.1, Definitions, Permitted Purpose 



 


The
Parties hereby agree that Clause 1.1, the IPO retainer fee shall be deleted and the new Clause shall be amended to as follows :-


 


“Permitted
Purpose” means only the Company’s capital expenditure for further development and commercialisation of the businesses
of the Company and includes setting up of a CAR T-centric medical centre in Malaysia, purchase of new equipment, renovation of premises,
hiring of medical personnel, funding of clinical trials in particular Investigator Initiated Trials (“IIT”) and its
associated expenses such as attending doctors and nurses and hospital costs, administrative enhancements such as new website, engagement
of independent accountants and managers. Without limiting the generality of the sentence before this, “Permitted Purpose”
excludes investments in other companies, joint ventures or for the purchase of stock, bonds and shares whether or not on the capital
markets; 


 


	2.2	Amendment
                                            to Investment Agreement, Clause 7.1, Undertakings of the Company; and Shareholders Agreement,
                                            Schedule 2, Clause 9.1(e), Undertakings of the Founding Shareholders and the Company



 


The
Parties hereby agree that Clause 7.1 and Clause 9.1(e) shall be deleted in its entirety.


 


	2.3	Amendment
                                            to Investment Agreement, Clause 7.2, Undertakings of the Company



 


The
Parties hereby agree that Clause 7.2 shall be amended to remove the phrase “... and this right is valid until 31 December
2021.” to as follows :-


 


The
Company shall give a right of first refusal to CytoMed Singapore to acquire the balance of shares which it does not own. 


 


	2.4	Amendment
                                            to Schedule 2, Shareholders Agreement, Clause 3, Share Transfer Pre-emptive Rights



 


To
add Clause 3.7 – Parties agree to seek approval from each other for transfer of controlling shareholding in the Company.


 


	2.5	Amendment
  to Schedule 2, Shareholders Agreement, Clause 5.1, Board Rights




 


The
Parties agree to delete Clauses 5.1, 5.2, 5.3, 5.4 and 5.5 in their entirety.


 





    	2



    	 



    




 


	2.6	Amendment
  to Schedule 2, Shareholders Agreement, Clause 6, Information
  Rights




 


The
Company shall provide financial information necessary in a timely manner to enable CytoMed Group to prepare its financial statements
and relevant documents. Failure to do so may constitute an event leading to termination as provided in Clause 2.7 below in the Supplementary
Agreement.


 


	2.7	Amendment
  to Schedule 2, Shareholders Agreement, Clause 13(c), Termination,




 


The
Parties hereby agree that Clause 13(c) shall be deleted in its entirety and substituted with the following:


 


The
Parties agree that should this joint venture under the Investment Agreement fails to operate in the way it is intended, the relevant
parties shall seek a mutually beneficial solution to cause a reversion to original status quo before the Investment Agreement.


 


	3.	CONTINUING
                                            OBLIGATIONS 
	 	 
	3.1	Incorporation
                                            



 


The
Parties agree that the Investment Agreement and this Supplemental Agreement shall be read and construed as one document and this Supplemental
Agreement is and shall be construed as an integral and inseparable part to the Investment Agreement. Unless the context otherwise requires,
references in the Investment Agreement to ‘this Agreement’ shall be to the Investment Agreement as amended by this Supplemental
Agreement.


 


	3.2	Confirmation
                                            



 


Subject
to the amendments contained or referred to in this Supplemental Agreement, the Investment Agreement and every clause thereof are hereby
confirmed and shall continue to be in full force and effect and binding on the Parties save as amended and supplemented by this Supplemental
Agreement.


 


	4.	FURTHER
                                            ASSURANCE 



 


The
Parties shall do all acts and things necessary or desirable to give effect to the amendments made or to be made pursuant to this Supplemental
Agreement.


 


	5.	CONTRACTS
                                            (RIGHTS OF THIRD PARTIES) ACT 



 


A
person who is not a party to this Supplemental Agreement shall have no right under the Contracts (Rights of Third Parties) Act, Chapter
53B of Singapore, to enforce any provision in this Supplemental Agreement.


 




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	6.	GOVERNING
                                            LAW AND DISPUTE RESOLUTION



 


This
Supplemental Agreement shall be governed by, and interpreted and construed in accordance with Malaysia law.


 


The
Parties irrevocably agree that the courts of Malaysia shall have non-exclusive jurisdiction to hear and determine any suit, action or
proceeding and to settle any disputes which may arise out of or in connection with this Agreement.


 


Any
dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination,
shall be referred to and finally resolved by arbitration in Malaysia in accordance with the Rules of Arbitration of the Asian International
Arbitration Centre (“AIAC”) for the time being in force which rules are deemed incorporated by reference into this
Clause.


 


The
tribunal shall consist of 1 arbitrator to be appointed by the Chairman of the AIAC. The language of the arbitration shall be English.


 


	7.	MISCELLANEOUS
	 	 
	7.1	If
                                            any term of provision in this Supplemental Agreement shall in whole or in part be held to
                                            any extent to be illegal or unenforceable under any enactment or rule of law, that term or
                                            provision or part shall to that extent be deemed not to form part of this Supplemental Agreement
                                            and the enforceability of the remainder of this Supplemental Agreement shall not be affected.
	 	 
	7.2	In
                                            the event of any conflict or discrepancy between the provisions of the Investment Agreement
                                            and any of the provisions of this Supplemental Agreement, the provisions of this Supplemental
                                            Agreement shall prevail for the purposes of interpretation and enforcement of this Supplemental
                                            Agreement.
	 	 
	7.3	Save
                                            as otherwise amended and varied by this Supplemental Agreement, the variation and extension
                                            in this Supplemental Agreement does not affect any of the rights, title, interest, benefits,
                                            obligations and liabilities of the parties in the Supplemental Agreement.
	 	 
	8.	COUNTERPARTS
                                            



 


This
Supplemental Agreement may be signed in any number of counterparts, all of which taken together and when delivered to the Parties shall
constitute one and the same instrument. Any Party may enter into this Supplemental Agreement by signing any such counterpart.


 




    	4



    	 



    

 


IN
WITNESS WHEREOF, the Parties have duly executed this Supplemental Agreement on the date set forth above.


 


The
Company


 


	Signed
    by	)	/s/
    Lucas Luk Tien Wee
	Lucas
    Luk Tien Wee	)	 
	for
    and on behalf of	)	 
	LANDMARK
    MEDICAL CENTRE SDN BHD	)	 


in
the presence of : -


 


[*****]



Witness


Name:
[*****] 


Identification
No.: [*****] 


 


Founding
Shareholders


 


Signed
by


	Ong
    Ah Huay	)	/s/
    Ong Ah Huay


 


[*****]



Witness


Name:
[*****] 


Identification
No.: [*****] 


 


Signed
by


	Lucas
    Luk Tien Wee	)	/s/
    Lucas Luk Tien Wee


 


[*****]



Witness


Name:
[*****] 


Identification
No.: [*****] 


 


Signed
by


	Lincoln
    Luk Tien Wen	)	/s/
    Lincoln Luk Tien Wen 


 


[*****]



Witness


Name:
[*****] 


Identification
No.: [*****] 


 


Signed
by


	Louisa
    Luk Tien Sze	)	/s/
    Louisa Luk Tien Sze


 


[*****]



Witness


Name:
[*****] 


Identification
No.: [*****] 


CytoMed
Singapore


 


	Signed
    by	 	 
	 	)	/s/
    CHOO CHEE KONG
	CHOO
    CHEE KONG	)	 
	for
    and on behalf of	)	 
	CYTOMED
    THERAPEUTICS PTE LTD	)	 
	in
    the presence of : -	 	 


 


[*****]



Witness


Name:
[*****] 


Identification
No.: [*****] 


 


CytoMed
Malaysia


 


	Signed
    by	 	 
	 	)	/s/
    TAN YOONG YING
	TAN
    YOONG YING	)	 
	for
    and on behalf of	)	 
	CYTOMED
    THERAPEUTICS (MALAYSIA) SDN BHD	)	 


 


[*****]



Witness


Name:
[*****] 


Identification
No.: [*****] 


 




    	5