Exhibit
10.14


 


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.


 


DATED
10 DEC 2019


 


	 	BETWEEN

     

    CYTOMED
    THERAPEUTICS PTE. LTD.

     

    (THE
    “BORROWER”)

     

    AND

     

    MDR
    LIMITED

     

    (THE
    “LENDER”)

     

	 	 

    CONVERTIBLE
    LOAN AGREEMENT

     

	 	 

    Dentons
    Rodyk & Davidson LLP

    80
    Raffles Place

    #33-00
    UOB Plaza 1

    Singapore
    048624

     

    G
    +65 6225 2626

    F
    +65 6225 1838

    dentons.com



 




    	3 



     


    

 


TABLE
OF CONTENTS


 





	Clause	Descriptions	Page
    Nos.
	1.	INTERPRETATION	4
	2.	CONVERTIBLE
    LOAN	8
	3.	PURPOSE
    OF THE LOAN	9
	4.	DRAWDOWN	9
	5.	CONVERSION	10
	6.	REPAYMENT
    AND INTEREST	13
	7.	REPRESENTATIONS,
    WARRANTIES AND UNDERTAKINGS	15
	8.	COVENANTS
    AND UNDERTAKINGS	15
	9.	TAG
    ALONG RIGHT	18
	10.	INDEMNITY	19
	11.	ENTIRE
    AGREEMENT AND MODIFICATIONS	19
	12.	SEVERABILITY	19
	13.	ASSIGNMENTS	19
	14.	CONFIDENTIALITY	19
	15.	COSTS
    AND EXPENSES	20
	16.	NOTICES	20
	17.	COUNTERPARTS	21
	18.	SET-OFF
    AND GROSSING UP OF INDEMNITY PAYMENTS	21
	19.	CONTRACTS
    (RIGHTS OF THIRD PARTIES) ACT	22
	20.	REMEDIES
    AND WAIVERS	22
	21.	RELEASE	22
	22.	JURISDICTION
    AND GOVERNING LAW CLAUSE	22


 





	SCHEDULE
    1	22
	SCHEDULE
    2	17
	SCHEDULE
    3	18
	SCHEDULE
    4	22
	SCHEDULE
    5	30
	SCHEDULE
    6	38


 




    	4 



     


    

 


THIS
CONVERTIBLE LOAN AGREEMENT (this “Agreement”) is entered into as of the 10 day of Dec 2019.


 


BETWEEN:


 


		(1)	CYTOMED
                                            THERAPEUTICS PTE. LTD. (Company Registration Number 201808327H), a company incorporated
                                            in Singapore and having its registered office at 21 Bukit Batok Crescent #17-80 WCEGA Tower,
                                            Singapore 658065 (the “Borrower”);



 


AND


 


		(2)	MDR
                                            LIMITED (Company Registration Number 200009059G), a company incorporated in Singapore
                                            and having its registered office at 53 Ubi Crescent, Singapore 408594 (the “Lender”),



 


(each
a “Party”, and collectively, the “Parties”).


 


WHEREAS


 


		(A)	The
                                            Borrower is a medical research and medical technologies development company incorporated
                                            in Singapore, focusing on translating patented technologies into immunotheapeutics for a
                                            wide range of cancers and the development of cellular therapeutics. It is contemplated that
                                            the Borrower shall subsequently seek a Liquidity Event (as defined herein).



 


		(B)	The
                                            Borrower has approached the Lender for funding for the purposes as contained herein, and
                                            the Lender has agreed to provide such funding and to invest in the Borrower by way of the
                                            Convertible Loan (as defined herein) on and subject to the terms and conditions of this Agreement.



 


IT
IS HEREBY AGREED as follows:


 


		1.	INTERPRETATION



 


		1.1	In
                                            this Agreement and the Recitals and Schedules hereto (unless the context otherwise requires),
                                            the following terms shall have the following meanings:



 


	“August
    2019 CLA”	means
    the convertible loan agreement entered into between Mr Lim Liang Yew (NRIC No. [*****]) and the Borrower dated 10 September 2019
    in relation to the convertible loan of S$250,000;

     

	“ASTAR
    Licences”	means
    the exclusive licence agreement in respect of the licensing of PCT application nos. [*****] and [*****] entered into between the
    Borrower and Exploit Technologies Pte Ltd (Company Registration Number 199503187D) dated 1 June 2018;

     

	“Board
    of Directors”	means
    the board of Directors of the Borrower from time to time;

     

	“Borrower’s
    Notice of Default”

     
	has
    the meaning ascribed to it in Clause 6.6; 
	“Borrower
    Shareholders” 

     
	means
    the shareholders of the Borrower from time to time;

     

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

     

	“CCK”	means
    Choo Chee Kong (NRIC No. [*****]), a Director and founder of the Borrower;

     

	“Companies
    Act”	means
the Companies Act (Cap.50) of Singapore; 






 



    	5 



     


    

 


	“Confidential
    Information”	has
    the meaning ascribed to it in Clause 14.1

     

	“Consideration
    Shares”	means
    such new shares as may be allotted and issued by the Listed Shell in connection with a Proposed RTO;

     

	“Constitution”	means
    the constitution of the Borrower;

     

	“Continuing
    Violation”	has
    the meaning ascribed to it in Clause 8.3(a);

     

	“Conversion”	has
    the meaning ascribed to it in Clause 5.1;

     

	“Conversion
    Date”

     
	has
    the meaning ascribed to it in Clause 5.2; 
	“Conversion
    Notice”	has
    the meaning ascribed to it in Clause 5.1;

     

	“Conversion
    Shares”	has
    the meaning ascribed to it in Clause 5.1;

     

	“Convertible
    Loan”	means
    the convertible loan in the principal aggregate amount of Singapore Dollars One Million and Five Hundred Thousand S$1,500,000
    which the Lender has agreed to extend to Borrower, on the terms and subject to the conditions of this Agreement;

     

	“Conversion
    Valuation”

     
	has
    the meaning ascribed to it in Clause 5.2(a); 
	“Corporate
    Guarantee”	has
    the meaning ascribed to it in Clause 4.2(c);

     

	“Cytomed
    Malaysia”

     
	means
    Cytomed Therapeutics (Malaysia) Sdn. Bhd. (formerly known as Advantage Mining Sdn. Bhd) (Company Registration No. 1074609-M), a company
    incorporated in Malaysia and having its registered office at Room 503, 5th Floor, Merlin Tower, Jalan Meldrum, Johor Bahru,
    Malaysia, a wholly-owned subsidiary of the Borrower;

     

	“Default
    Payment”	has
    the meaning ascribed to it in Clause 8.3; 
	“Designated
    Bank Account” 	means
    a Singapore bank account in the name of Borrower with [*****], bearing account number [*****]and account name as [*****], or such
    other bank account which the Borrower may notify the Lender in writing;

     

	“Directors”	means
    the directors of the Borrower from time to time;

     

	“Disclosing
    Party”	has
    the meaning ascribed to it in Clause 14.1
	“Discount”	has
    the meaning ascribed to it in Clause 5.1; 
	“Encumbrance”	any
    mortgage, assignment of receivables, debenture, lien, charge, pledge, security interest, title retention, right to acquire, options,
    restriction on transfer and any other encumbrance or condition whatsoever;

     

	“Event
    of Default”	has
    the meaning ascribed to it in Clause 6.6 and “Events of Default” shall be construed accordingly;

     

	“Extended
    Term”	has
    the meaning ascribed to it in Clause 2.2(a);

     

	“First
    Disbursement Date”	has
    the meaning ascribed to it in Clause 4.1(a);

     

	“First
    Drawing” 	has
    the meaning ascribed to it in Clause 4.1(a);

     





    	6 



     


    

 


	“First
    Violation”	has
    the meaning ascribed to it in Clause 8.3;

     

	“First
    Violation Notice”	has
    the meaning ascribed to it in Clause 8.3;

     

	“Further
    Extended Term”	has
    the meaning ascribed to it in Clause 2.2(b);

     

	“Interest”	has
    the meaning ascribed to it in Clause 6.3;

     

	“Interest
    Rate”	has
    the meaning ascribed to it in Clause 6.3;

     

	“IPO
    Approval”	means
    the receipt by the Borrower from the Relevant Exchange of approval to register the prospectus or offer document for the Proposed
    IPO;

     

	“IPSC
    Depository”	means
    IPSC Depository Sdn. Bhd. (Company Registration No. 1332047-T), a company incorporated in Malaysia and having its registered office
    at 29-2, Level 29, Oval Damansara, 685, Jalan Damansara Taman Tun Dr. Ismail, 60000 Kuala Lumpur, Malaysia, a wholly-owned subsidiary
    of IPSCBank;

     

	“IPSCBank”	means
    IPSCBank Pte. Ltd. (Company Registration No. 201914822D), a company incorporated in Singapore and having its registered office at
    21 Bukit Batok Crescent #17-80 WCEGA Tower, Singapore 658065, a wholly-owned subsidiary of the Borrower;

     

	“Lender’s
    Notice of Default”

     
	has
    the meaning ascribed to it in Clause 6.6; 
	“Liquidity
    Event” 

     
	includes,
    but is not limited to, a Proposed IPO, Proposed RTO or a Proposed Trade Sale;

     

	“Liquidity
    Event Long-Stop Date”

     
	means
    31 December 2022 or such later date as the Parties may agree in writing;

     

	“Liquidity
    Event Valuation”

     
	has
    the meaning ascribed to it in Clause 5.2(b);

     

	“Listed
    Shell” 

     
	means
    a company that has its shares listed on a Relevant Exchange;

     

	“Loan
    Conversion Amount”	has
    the meaning ascribed to it in Clause 5.1;

     

	“LOR”	has
    the meaning ascribed to it in Clause 4.2(f);

     

	“ML”	means
    Messiah Limited (Company Registration No. 1418237) a company incorporated in the British Virgin Islands and having its office at
    P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands;

     

	“Overdue
    Interest”	has
    the meaning ascribed to it in Clause 6.5;

     

	“Personal
    Guarantee”	has
    the meaning ascribed to it in Clause 4.2(b);
	“Property”	means
    the property situated at No.12 Jalan Permas 9/16, Bandar Baru Permas Jaya, 81700 Johor;

     

	“Proposed
    IPO”	means
    the proposed initial public offering of the Shares and the listing of such Shares on a Relevant Exchange;

     

	“Proposed
    RTO”	means
    the proposed reverse takeover by the Borrower of a Listed Shell;

     





    	7 



     


    

 


	“Proposed
    Trade Sale” 	means
    a transaction or series of transactions in which substantially all of the assets of the Borrower or one hundred per cent (100%) of
    the voting power of the Borrower, is disposed of to a purchaser or purchasers (on the basis that the Convertible Loan and all interests
    thereon have been fully discharged by way of Conversion);

     

	“Receiving
    Party”	has
    the meaning ascribed to it in Clause 14.1; 
	“Redemption”

    

    	has
    the meaning ascribed to it in Clause 6.1;
	“Redemption
    Notice”

    

    	has
    the meaning ascribed to it in Clause 6.1;
	“Related
    Companies” 	means,
    in relation to a Party, any company which is related to such Party by virtue of Section 6 of the Companies Act;

     

	“Relevant
    Approval”	means,
    as the case may be, the IPO Approval or the RTO Approval; 
	 

    “Relevant
    Exchange”
	 

    refers
    to the SGX-ST or any other recognised securities exchange as may be agreed between the Parties in writing;

     

	“Renewal
    Notice”	has
    the meaning ascribed to it in Clause 2.2; 
	“RTO
    Approval” 	means,
    where applicable, the receipt by the Listed Shell from the Relevant Exchange of the listing and quotation notice or the approval
    in principle for the issue of the Consideration Shares (as the case may be);

     

	“Second
    Disbursement Date”

     
	has
    the meaning ascribed to it in Clause 4.1(b);

     

	“Second
    Drawing” 	has
    the meaning ascribed to it in Clause 4.1(b);

     

	“Second
    Violation”	has
    the meaning ascribed to it in Clause 8.3(b);

     

	“SGX-ST”	Singapore
    Exchange Securities Trading Limited;
	“Share(s)”	ordinary
    share(s) in the capital of the Borrower and all other (if any) stock or shares from time to time and for the time being ranking pari
    passu therewith and all other (if any) shares or stock resulting from any sub-division, consolidation or re-classification thereof;

     

	“S$”	Singapore
    dollars;

     

	“Term”	means,
    as the case may be, the Initial Term, the Extended Term, or the Further Extended Term, or such other extended period as the Parties
    may otherwise agree in writing;

     

	“Unconditional
    Trade Sale” 	means
    the agreement to effect the Proposed Trade Sale being or becoming unconditional in all respects;

     

	“Warranties”	the
    various representations and warranties set out in Clause 7 and Schedule 3;

     

	“Year
    1 Interest I”	has
    the meaning ascribed to it in Clause 6.3(i); and

     

	“Year
    1 Interest II”	has
    the meaning ascribed to it in Clause 6.3(ii).

     



 




    	8 



     


    

 


		1.2	Unless
                                            the context otherwise requires:



 


		(a)	words
                                            incorporating the singular number include the plural number and vice versa, and words
                                            denoting any gender include all genders;



 


		(b)	the
                                            words “hereof”, “herein”, “hereon”
                                            and “hereunder” and words of similar import, when used in this Agreement,
                                            refer to this Agreement as a whole and not to any particular provision of this Agreement;



 


		(c)	the
                                            headings to the Clauses hereof shall not be deemed to be a part thereof or be taken in consideration
                                            in the interpretation or construction thereof or of this Agreement;



 


		(d)	references
                                            herein to Recitals, Clauses and Schedules are references to the recitals, clauses of and
                                            schedules to this Agreement;



 


		(e)	the
                                            Schedules form part of this Agreement and have the same force and effect as if expressly
                                            set out in the body of this Agreement;



 


		(f)	references
                                            herein to an agreement or document (including this Agreement) is to the agreements or documents
                                            as amended, supplemented, novated or replaced, except to the extent prohibited by this Agreement
                                            or that other agreement or document;



 


		(g)	references
                                            herein to a “person” includes a corporation, trust, partnership, unincorporated
                                            body or other entity, whether or not it comprises a separate legal entity;



 


		(h)	references
                                            herein to a statutory provision shall be construed as including references to:



 


		(i)	any
                                            statutory modification, consolidation or re-enactment (whether before or after the date of
                                            this Agreement) for the time being in force;



 


		(ii)	all
                                            statutory instruments or orders made pursuant to a statutory provision; and



 


		(iii)	any
                                            statutory provisions of which a statutory provision is a consolidation, re-enactment or modification.



 


		(i)	any
                                            reference to books, records or other information means books, records or other information
                                            in any form including paper, electronically stored data, magnetic media, film and microfilm;



 


		(j)	mentioning
                                            anything after “includes”, “including”, “for
                                            example”, or similar expressions, does not limit what else might be included; and



 


		(k)	references
                                            herein to a Party include its permitted assignees and transferees, and its successors-in-title
                                            and personal representatives.



 


		2.	CONVERTIBLE
                                            LOAN



 


		2.1	Subject
                                            to the terms and conditions of this Agreement, the Lender shall lend to the Borrower, the
                                            Convertible Loan.



 


		2.2	Subject
                                            to the terms and conditions of this Agreement, the Convertible Loan shall be for an initial
                                            term of two (2) years commencing from the First Disbursement Date (the “Initial
                                            Term”) and the Lender shall have the option, in its sole and absolute discretion,
                                            by prior written notice (“Renewal Notice”) to the Borrower:



 


		(a)	elect
                                            to extend the Initial Term for a further one (1) year period commencing from the immediately
                                            succeeding date after the expiry of the Initial Term (the “Extended Term”);
                                            and



 


		(b)	elect
                                            to extend the Extended Term for such further extended period as may be specified in the Renewal
                                            Notice, commencing from the immediately succeeding date after the expiry of the Extended
                                            Term (“Further Extended Term”), PROVIDED THAT in the event of an extension
                                            of the Extended Term, the Lender shall enter into a deed of release with CCK to release CCK
                                            from his obligations under the Personal Guarantee.



 




    	9 



     


    

 


		3.	PURPOSE
                                            OF THE LOAN



 


		3.1	The
                                            Borrower undertakes to the Lender that the Convertible Loan shall be utilised by Borrower
                                            solely for the following purposes:



 


		(a)	the
                                            acquisition, or subscription, of such number of shares representing twenty per cent (20%)
                                            of the total issued and paid-up share capital of Landmark Medical Centre Sdn. Bhd. (Company
                                            Registration No. 350925-H), a company incorporated in Malaysia and having its registered
                                            office at Unit 33B, Menara Landmark No 12, Jalan Ngee Heng, Johor Bahru, Malaysia;



 


		(b)	expenses
                                            incurred for the purposes of a Liquidity Event; and



 


		(c)	working
                                            capital, including expenses incurred for medical trials.



 


		3.2	The
                                            Borrower shall not use the Convertible Loan for any other purpose except as permitted by
                                            Clause 3.1. Failure by the Borrower to comply with Clause 3.1 shall not prejudice any rights
                                            of the Lender, who shall not be responsible for monitoring or ensuring the use or application
                                            by the Borrower of the Convertible Loan.



 


		4.	DRAWDOWN



 


		4.1	Subject
                                            to Clause 4.2, the Lender shall effect the disbursement of the Convertible Loan to the Borrower
                                            as follows:



 


		(a)	the
                                            aggregate sum of S$1,000,000 (“First Drawing”) to be disbursed
                                            on the date of this Agreement or such other date as the Parties may otherwise agree in writing
                                            (“First Disbursement Date”), whereupon all of the events in Clauses 4.2
                                            and 4.3 described below shall occur; and



 


		(b)	subject
                                            to the satisfaction of the following conditions:



 


		(i)	the
                                            disbursement of the First Drawing having been successfully effected;



 


		(ii)	no
                                            material adverse change or a development involving a prospective material adverse change
                                            (as determined by the Lender) in the prospects, operations or financial conditions of the
                                            Borrower occurring between the First Disbursement Date up to and including the Second Disbursement
                                            Date;



 


		(iii)	all
                                            representations, undertakings, covenants and warranties of the Borrower under this Agreement
                                            being complied with, true, accurate and correct as at the date of this Agreement and each
                                            day from the First Disbursement Date up to and including the Second Disbursement Date; and



 


		(iv)	no
                                            Event of Default has occurred,



 


the
aggregate sum of S$500,000 (“Second Drawing”) shall be made available to the Borrower, whereupon the Lender
shall disburse the aggregate amount of the Second Drawing less the Year 1 Interest II into the Designated Bank Account on the date falling
six (6) months immediately after the First Disbursement Date (“Second Disbursement Date”).


 


		4.2	Notwithstanding
                                            any other provisions in this Agreement, the Lender shall not be obliged to fulfil any of
                                            its obligations under this Agreement including without limitation, the disbursement of the
                                            First Drawing by the Lender on the First Disbursement Date or the disbursement of the Second
                                            Drawing by the Lender on the Second Disbursement Date, unless the following is delivered
                                            or made available by the Borrower to the Lender on the First Disbursement Date:



 




    	10 



     


    

 


		(a)	certified
                                            true copies of the board and shareholders’ resolutions of the Borrower duly passed
                                            by the Directors and the Borrower Shareholders respectively, in accordance with the constitution
                                            (or equivalent constitutive documents) of the Borrower, approving the entry by the Borrower
                                            into this Agreement and all other documents and agreements ancilliary or pusuant to or in
                                            connection with this Agreement;



 


		(b)	a
                                            personal guarantee executed by CCK in favour of the Lender in the form set out in Schedule
                                            4 hereof guranteeing the obligations of the Borrower hereunder (including the Borrower’s
                                            obligation to repay the Convertible Loan and interest thereon) (“Personal Guarantee”);



 


		(c)	a
                                            corporate guarantee issued by ML in favour of the Lender in the form set out in Schedule
                                            5 hereof guranteeing the obligations of the Borrower hereunder (including the Borrower’s
                                            obligation to repay the Convertible Loan and interest thereon) (“Corporate Guarantee”);



 


		(d)	certified
                                            true copies of the board and shareholders’ resolutions of ML duly passed by the directors
                                            and the shareholders of ML respectively, in accordance with the constitution (or equivalent
                                            constitutive documents) of ML, approving the entry by ML into the Corporate Guarantee;



 


		(e)	a
                                            statutory declaration duly made by CCK in the form set out in Schedule 6 hereof; and



 


		(f)	a
                                            letter of reference from the Bank of Singapore Limited or such other Singapore licensed bank
                                            to be furnished by CCK, in form and substance satisfactory to the Lender in its sole discretion,
                                            confirming the net asset value of ML being at least [*****]
                                            (“LOR”). 



 


		4.3	On
                                            the First Disbursement Date, and against compliance by the Borrower with the provisions of
                                            Clause 4.2 above, the Lender shall disburse the aggregate amount of the First Drawing less
                                            the Year 1 Interest I into the Designated Bank Account.



 


		4.4	If
                                            the First Drawing does not take place on or before the date falling thirty (30) Business
                                            Days after the date of this Agreement, the Lender shall be entitled to (in addition to and
                                            without prejudice to all other rights and remedies available to it, including the right to
                                            claim damages) terminate this Agreement (save for the Parties’ obligation of confidentiality
                                            under Clause 14 which shall survive the termination of this Agreement).



 


		5.	CONVERSION



 


		5.1	The
                                            Lender may elect, at any time during the Term in its sole discretion upon a Liquidity Event
                                            (subject, where applicable, to an Unconditional Trade Sale or the receipt by the Borrower
                                            or the Listed Shell of the Relevant Approval, as the case may be), to convert by way of delivery
                                            of a written notice to the Borrower substantially in the form set out in Schedule 1 (“Conversion
                                            Notice”) all or part of the outstanding principal amount of the Convertible Loan
                                            as at the date of the Conversion Notice, together with all outstanding interest accrued thereon
                                            owing to the Lender (“Loan Conversion Amount”), into fully-paid Shares
                                            (the “Conversion Shares”), free of Encumbrances, at a conversion price
                                            per Conversion Share calculated at a discount of fifty per cent (50%) (“Discount”)
                                            to the price of each Share as at the date of the Conversion Notice based on the Liquidity
                                            Event Valuation (“Conversion”). The number of Conversion Shares to be
                                            issued and alloted by the Borrower to the Lender and/or its nominee(s) on Conversion (which
                                            shall be rounded down to the nearest whole Conversion Share) shall be determined as follows:



 


	Number
    of Conversion Shares to be issued (“Y”)
    	=	A	x

     
	C
	B


 




    	11 



     


    

 


where:


 


“A”
means the Loan Conversion Amount ÷ (1 – Discount);


 


“B”
means the Conversion Valuation; and


 


“C”
means the total number of issued Shares as at the date of the Conversion Notice + Y.


 


		5.2	For
                                            the purposes of Clause 5.1 above:



 


		(a)	“Conversion
                                            Valuation” shall mean the actual valuation of the Shares which the Lender will
                                            be entitled to use for the purpose of the Conversion;



 


		(b)	“Liquidity
                                            Event Valuation” shall mean the independent valuation of the Shares performed for
                                            the purposes of a Liquidity Event, Provided Always that,



 


		(i)	in
                                            the event that the Liquidity Event Valuation of the Shares is less than [*****],
                                            the Lender shall be entitled to use a Conversion Valuation of [*****] for
                                            the Shares,



 


		(ii)	in
                                            the event that the Liquidity Event Valuation of the Shares is equal or more [*****]
                                            but less than [*****],
                                            the Lender shall be entitled to use the Liqudity Event Valuation as the Conversion Valuation;
                                            and



 


		(iii)	in
                                            the event that the Liqudity Event Valuation of the Shares is equal or more [*****],
                                            the Conversion Valuation of the Shares shall be capped to a maximum amount [*****].



 


For
illustration purposes only:


 


		(1)	In
                                                                                                                                                                                                                                                       the event tthat the actual Liquidity Event Valuation is [*****] and
                                                                                                                                                                                                                                                       assuming the total Loan Conversion Amount is S$1.5 million:



 


		 	(i)	B will
                                                                                                                                                                                                                                                       be taken as [*****] (being
                                                                                                                                                                                                                                                       the minimum Conversion Valuation);



 


		 	(ii)	A
                                            will be S$1.5 million ÷ (1 - Discount) = S$1.5 million ÷ (1 - 0.5) = S$3 million;
                                            and



 


		 	(iii)	Assuming
                                            there are 10,000 shares in the Borrower as at the date of the Conversion Notice, Y = (S$3
                                            million ÷ [*****]
                                            ) x (10,000 + Y), and Y = [*****] Conversion
                                            Shares (rounded down to the nearest whole Conversion Shares). 



 


		(2)	In
                                                                                                                                                                                                                                                       the event that the actual Liquidity Event Valuation is [*****] and
                                                                                                                                                                                                                                                       assuming the total Loan Conversion Amount is S$1.5 million: 



 


		 	(i)	B will
                                                                                                                                                                                                                                                       be [*****] (being
                                                                                                                                                                                                                                                       the Liqudity Event Valuation);



 


		 	(ii)	A
                                            will be S$1.5 million ÷ (1 - Discount) = S$1.5 million ÷ (1 – 0.5) =
                                            S$3 million; and



 


		 	(iii)	Assuming
                                            there are 10,000 shares in the Company as at the date of the Conversion Notice, Y = (S$3
                                            million ÷ [*****])
                                            x (10,000 + Y), and Y = [*****]Conversion Shares (rounded
                                            down to the nearest whole Conversion Shares).



 


		(3)	In
                                                                                                                                                                                                                                                       the event that the actual Liquidity Event Valuation is [*****] and
                                                                                                                                                                                                                                                       assuming the total Loan Conversion Amount is S$1.5 million: 



 


			(i)	
                                                                                                                                                                                                                                                         B will be taken as [*****] (being
                                                                                                                                                                                                                                                         the Liquidity Event Valuation);



 


			(ii)	A
                                            will be S$1.5 million ÷ (1 – Discount) = S$1.5 million ÷ (1 – 0.5)
                                            = S$3 million; and



 




    	12 



     


    

 


			(iii)	Assuming
                                            there are 10,000 shares in the Company as at the date of the Conversion Notice, Y = (S$3
                                            million ÷ [*****])
                                            x (10,000 + Y), and Y = [*****] Conversion Shares
                                            (rounded down to the nearest whole Conversion Shares).



 


		(4)	In
                                                                                                                                                                                                                                                       the event that the actual Liquidity Event Valuation is [*****] and
                                                                                                                                                                                                                                                       assuming the total Loan Conversion Amount is S$1.5 million: 



 


		 	(i)	B will
                                                                                                                                                                                                                                                       be taken as [*****] (being
                                                                                                                                                                                                                                                       the maximum Conversion Valuation);



 


		 	(ii)	A
                                            will be S$1.5 million ÷ (1 – Discount) = S$1.5 million ÷ (1 – 0.5)
                                            = S$3 million; and



 


		 	(iii)	Assuming
                                            there are 10,000 shares in the Company as at the date of the Conversion Notice, Y = (S$3
                                            million ÷ [*****])
                                            x (10,000 + Y), and Y = [*****] Conversion Shares
                                            (rounded down to the nearest whole Conversion Shares).



 


		(5)	In
                                            the event that the actual Liquidity Event is [*****]
                                            and assuming the total Loan Conversion Amount is S$1.5 million:
                                            



 


		 	(i)	will
                                            be taken as [*****]
                                            (being the maximum Conversion Valuation);



 


		 	(ii)	A
                                            will be S$1.5 million ÷ (1 – Discount) = S$1.5 million ÷ (1 – 0.5)
                                            = S$3 million; and



 


		 	(iii)	Assuming
                                            there are 10,000 shares in the Company as at the date of the Conversion Notice, Y = (S$3
                                            million ÷ [*****])
                                            x (10,000 + Y), and Y = [*****] Conversion Shares
                                            (rounded down to the nearest whole Conversion Shares).



 


		(c)	the
                                            Liquidity Event Valuation shall be premised on standard industry practices.



 


		5.4	Conversion
                                            shall take place within fifteen (15) Business Days (“Conversion Date”)
                                            after delivery of a Conversion Notice during the Term by the Lender to the Borrower, whereupon
                                            the Borrower shall, on such date:



 


		(a)	allot
                                            and issue the Conversion Shares; and



 


		(b)	deliver
                                            the share certificate(s) in respect of such Conversion Shares,



 


to
the Lender and/or its nominee(s) as set out in the Conversion Notice.


 


		5.5	The
                                            Loan Conversion Amount or such part thereof, as the case may be, shall be deemed fully repaid
                                            by the Borrower upon issuance of the relevant number of Conversion Shares to the Lender.
                                            For the avoidance of any doubt, subject to the Borrower fulfilling its obligations under
                                            Clause 5.4, no interest shall accrue on the Loan Conversion Amount or such part thereof as
                                            specified in the Conversion Notice, upon issuance of the Convertible Notice to the Conversion
                                            Date.



 


		5.6	Any
                                            Conversion Share issued to the Lender when issued will be duly authorised, validly issued,
                                            fully-paid and free of Encumbrances, and shall rank pari passu in all respects with
                                            the Shares then in issue and shall be entitled to such dividends, rights, allotments or other
                                            distributions as may be declared by the directors of Borrower from time to time (the record
                                            date of which falls after the allotment and issuance of such Conversion Share).



 


		5.7	For
                                            the avoidance of doubt, notwithstanding any provision in this Agreement, the Lender shall
                                            have the right to elect, in its sole discretion, to exercise its right to (a) convert the
                                            Convertible Loan pursuant to Clause 5.1 in full or in part, or (b) to redeem the Convertible
                                            Loan in cash pursuant to Clause 6.1.



 




    	13 



     


    

 


		6.	REPAYMENT
                                            AND INTEREST



 


		6.1	The
                                            Lender may in its sole discretion:



 


		(a)	during
                                            the Term, on the date falling on each anniversary of the First Disbursement Date; or



 


		(b)	upon
                                            the occurrence of a Liquidity Event,



 


elect
to redeem, by way of delivery of a written notice to the Borrower substantially in the form set out in Schedule 2 (“Redemption
Notice”) the full sum or part of the Convertible Loan, or any part thereof that remains outstanding as at the date of the Redemption
Notice, together with all interest accrued thereon, owing to the Lender (“Redemption”). Upon receipt of the Redemption
Notice by the Borrower, the Borrower shall repay such amount of the Convertible Loan (together with all interest accured thereon) specified
in the Redemption Notice to the Lender within three (3) months from the date of the Redemption Notice.


 


		6.2	Subject
                                            to the terms of the Agreement, the Borrower shall not have the right to voluntarily prepay
                                            all or any portion of the Convertible Loan, together with all accrued and unpaid interest,
                                            until the expiry of the Term.



 


		6.3	Interest
                                            shall accrue on the outstanding principal amount of the Convertible Loan (“Interest”)
                                            at an interest rate of [*****]
                                            per annum (“Interest Rate”), commencing
                                            from: 



 


		(a)	the
                                            First Disbursement Date, in respect of the First Drawing, until the date of full repayment
                                            of the Convertible Loan (both dates inclusive); and



 


		(b)	the
                                            Second Disbursement Date, in respect of the Second Drawing, until the date of full repayment
                                            of the Convertible Loan (both dates inclusive),



 


and
shall be payable by the Borrower to the Lender as follows:


 


		(i)	Interest
                                            accrued in respect of the First Drawing for the period commencing from the First Disbursement
                                            Date until the date falling one (1) year from the First Disbursement Date (both dates inclusive)
                                            (“Year 1 Interest I”) shall be deducted directly from the First Drawing
                                            to be disbursed by the Lender on the First Disbursement Date;



 


		(ii)	Interest
                                            accured in respect of the Second Drawing for the period commencing from the Second Disbursement
                                            Date until the date falling one (1) year from the First Disbursement Date (both dates inclusive)
                                            (“Year 1 Interest II”) shall be deducted directly from the Second Drawing
                                            to be disbursed by the Lender on the Second Disbursement Date; and



 


		(iii)	Interest
                                            accrued in respect of the First Drawing and/or the Second Drawing for any subsequent period(s)
                                            commencing immediately after the first (1st) anniversary of the First Disbursement
                                            Date (i.e. other than those set out in Clause 6.3(i) and (ii) above), shall be paid by the
                                            Borrower to the Lender: (A) quarterly in advance and in any event within one (1) week of
                                            the receipt of an invoice by the Borrower from the Lender; or (B) on the date of full repayment
                                            of the Convertible Loan (whichever occurs earlier).



 


		6.4	Interest
                                            shall be calculated on a 365-day basis with daily rest, accruing day to day and based on
                                            the actual number of days elapsed, rounded if necessary down to two (2) decimal places.



 


		6.5	In
                                            the event that the Interest or any part thereof is not paid by the respective due dates (“Overdue
                                            Interest”) by the Borrower to the Lender in accordance with this Agreement, an
                                            admininistrative fee of [*****]
                                            shall be chargeable in respect of each instance of such delay
                                            and shall be payable by the Borrower in addition to the Overdue Interest within fourteen
                                            (14) Business Days from the Lender notifying the Borrower of such delay. 



 


		6.6	The
                                            Borrower hereby covenants and undertakes to notify the Lender (“Borrower’s
                                            Notice of Default”) within seven (7) Business Days of the occurrence of any of
                                            the following events (each an “Event of Default”):



 




    	14 



     


    

 


		(a)	if
                                            the Borrower fails to pay or otherwise fail to discharge on the due date any amount payable
                                            by it under this Agreement, whether principal, interest, fees or otherwise, in the manner
                                            provided herein;



 


		(b)	if
                                            the Borrower is in material default or breach of any condition, obligation or undertaking
                                            (including the undertakings in Clause 8 herein) on its part to be performed and observed
                                            hereunder (other than the payment of any sum due as aforesaid) which in the reasonable opinion
                                            of the Lender may affect the continued operations, business or financial condition of the
                                            Borrower;



 


		(c)	if
                                            CCK and/or ML is in default or breach of any condition, obligation or undertaking on its
                                            part to be performed and observed under the Personal Guarantee and Corporate Guarantee respectively;



 


		(d)	Glorious
                                            Finance Limited (BVI Company Registration No. 395433), a company incorporated in the British
                                            Virgin Islands, ceases to be the legal and beneficial owner of at least fifty-one per cent
                                            (51%) of the total issued and paid-up share capital of the Borrower;



 


		(e)	if
                                            (i) the Borrower or the Listed Shell fails to obtain the Relevant Approval (as the case may
                                            be); or (ii) an Unconditional Trade Sale does not occur, by the Liquidity Event Long-Stop
                                            Date;



 


		(f)	any
                                            introduction or prospective introduction of or any change or prospective change in any legislation,
                                            regulation, order, policy, rule, guideline or directive (whether or not having the force
                                            of law and including, without limitation, any directive, notice or request issued by any
                                            relevant authority) in Singapore, Malaysia or elsewhere or in the interpretation or application
                                            thereof by any court, government body, regulatory authority or other competent authority
                                            in Singapore, Malaysia or elsewhere (whether or not having the force of law) which may affect
                                            the continued operations, business or financial condition of the Borrower;



 


		(g)	if
                                            any representation or warranty made in or in pursuance of this Agreement or delivered in
                                            connection with the execution and delivery hereof or any certificate, statement or other
                                            document delivered pursuant to this Agreement shall be or become incorrect;



 


		(h)	the
                                            ASTAR Licences being terminated for whatever reason;



 


		(i)	if
                                            a receiver, manager (including a judicial manager), trustee or other similar officer is appointed
                                            of the whole of the undertaking or assets or any part thereof of the Borrower, CCK or ML;



 


		(j)	if
                                            the Borrower, CCK or ML becomes bankrupt or insolvent or is unable or deemed unable to pay
                                            its debts or admits in writing its inability to pay its or his debts as they mature, or enters
                                            into composition or arrangement with its creditors or makes a general assignment for the
                                            benefit of its creditors or declares a general moratorium on the payment of debts;



 


		(k)	if
                                            (i) any petition or other application is presented in any court of competent jurisdiction,
                                            (ii) any order is made, (iii) any resolution passed, or (iv) any other steps whatsoever are
                                            taken for the dissolution, liquidation, winding up, termination of existence or bankruptcy
                                            of, or the appointment of a judicial manager in relation to, the Borrower, CCK or ML; or



 


		(l)	if
                                            anything analogous to or having a substantially similar effect to any of the events specified
                                            in the aforementioned paragraphs (i), (j) or (k) occurs under the laws of any applicable
                                            jurisdiction,



 


and
in any of such Events of Default, the Lender may, within the earlier of (i) ten (10) Business Days from the dispatch of the Borrower
Notice of Default or (ii) upon the Lender becoming aware of the occurrence of any of such Events of Default, by notice in writing to
the Borrower declare that an Event of Default has occurred (“Lender’s Notice of Default”).


 


		6.7	Notwithstanding
                                            any provision in this Agreement, in the event the Lender issues a Lender’s Notice of
                                            Default, all amounts for the time being outstanding and unpaid (including all accrued interest
                                            on the Convertible Loan thereon calculated at the Interest Rate from the First Disbursement
                                            Date or the Second Disbursement Date, as the case may be, to the date of full repayment of
                                            the Convertible Loan (both dates inclusive)) under this Agreement by the Borrower to the
                                            Lender shall become immediately due and payable.



 




    	15 



     


    

 


		6.8	All
                                            payments to be made by the Borrower to the Lender under this Agreement shall be made by the
                                            Borrower, in favour of the Lender by telegraphic or online banking transfers made in favour
                                            of such bank account as may be designated by the Lender by the due date.



 


		7.	REPRESENTATIONS,
                                            WARRANTIES AND UNDERTAKINGS



 


		7.1	The
                                            Borrower hereby represents and warrants with the Lender, in terms of the representations
                                            and warranties more particularly set out in Schedule 3 hereto.



 


		7.2	Each
                                            Party represents, warrants and undertakes to the other Party that:



 


		(a)	the
                                            first-mentioned Party is duly incorporated and validly existing under the applicable laws,
                                            with full power and authority to own its assets and to conduct its business as currently
                                            conducted;



 


		(b)	the
                                            first-mentioned Party has the power to execute and deliver this Agreement and to perform
                                            its obligations under it and has taken all action necessary to authorise such execution and
                                            delivery and the performance of such obligations;



 


		(c)	this
                                            Agreement constitutes legal, valid and binding obligations on the first-mentioned Party in
                                            accordance with its terms;



 


		(d)	the
                                            execution and delivery by the first-mentioned Party of this Agreement and the performance
                                            by the first-mentioned Party of its obligations under it do not and will not conflict with
                                            or constitute a default under or breach of any provision of:



 


		(i)	the
                                            constitutional documents of the first-mentioned Party;



 


		(ii)	any
                                            agreement or instrument to which the first-mentioned Party is a party; or



 


		(iii)	any
                                            law, regulation, lien, lease, order, judgment, award, injunction, decree, ordinance or regulation
                                            or any other restriction of any kind or character by which the first-mentioned Party is bound
                                            or subject;



 


		(e)	all
                                            authorisations from, and notices or filings with, any governmental or other authority that
                                            are necessary to enable the first-mentioned Party to execute, deliver and perform its obligations
                                            under this Agreement have been obtained or made (as the case may be) and are in full force
                                            and effect and all conditions of each such authorisation have been complied with; and



 


		(f)	the
                                            Recitals to this Agreement are true and accurate insofar as they relate to it.



 


		7.3	The
                                            representations and warranties made by each Party under the foregoing of this Clause 7 and
                                            Schedule 3 shall be deemed furnished on the date of this Agreement and to be repeated on
                                            the First Disbursement Date and the Second Disbursement Date, as the case may be, with reference
                                            to the facts and circumstances then subsisting as if made at such time.



 


		8.	COVENANTS
                                            AND UNDERTAKINGS



 


		8.1	The
                                            Borrower undertakes, and shall procure that CCK undertakes, to use their best endeavours
                                            to procure a Liquidity Event as soon as practicable, and in any event no later than the Liquidity
                                            Event Long-Stop Date.



 


		8.2	The
                                            Borrower hereby covenants with and undertakes to the Lender that, subject to disbursement
                                            of the First Drawing to the Borrower, and for as long as any amount is or may be outstanding
                                            under this Agreement or any part of the Convertible Loan remains outstanding or the Borrower
                                            continues to have any obligation hereunder:



 




    	16 



     


    

 


		(a)	the
                                            Borrower shall make no grant of any loan or advance to any person, firm, body corporate or
                                            other business save in the ordinary course of business, without the prior consent of the
                                            Lender;



 


		(b)	the
                                            Borrower shall make no grant of any guarantee or create or issue any debenture, mortgage,
                                            charge or other security, without the prior consent of the Lender;



 


		(c)	the
                                            Borrower shall not issue, allot or create any share or loan capital and will not grant any
                                            right (conditional or not) to require the issuance, allotment or creation of a share in its
                                            capital, without prior consent of the Lender, which shall not be unreasonably withheld;



 





		(d)	the
                                            Borrower shall not declare, pay or make any dividend or other distribution in respect of
                                            the Shares, redeem none of such Shares and dispose of no evidence of indebtedness or other
                                            security of the Borrower without the prior consent of the Lender;


 





		(e)	the
                                            Borrower shall use its best efforts to procure that CCK shall deliver, or make available
                                            to, the Lender, a LOR on a quarterly basis, and each LOR shall be delivered or made available
                                            to the Lender by the twenty-first (21st) day of March, June, September or December
                                            (as the case may be) of the relevant calendar year;


 


		(f)	save
                                            for such information as the Borrower may in good faith deem to be a trade secret or highly
                                            confidential and subject to the Lender providing the Borrower with at least thirty (30) days’
                                            notice in writing, the Borrower shall make available to the Lender such information relating
                                            to the business and financial condition, properties, operations and prospects of the Borrower
                                            and its investments as the Lender may from time to time reasonably request, including but
                                            not limited to the following:



 


		(i)	the
                                            Borrower’s quarterly progress reports, its unaudited profit and loss statement, balance
                                            sheet and cash flow statement and its unaudited monthly management accounts (comprising balance
                                            sheets, profit and loss statements and cash flow statements);



 


		(ii)	the
                                            Borrower’s audited financial statements (comprising balance sheets, profit and loss
                                            statements, cash flow statements and the notes thereto); and



 


		(iii)	the
                                            Borrower’s annual operating budget, profit forecast, capital asset requirements and
                                            business plan,



 


PROVIDED
THAT the Lender shall not use such information provided by the Borrower other than for the purposes of evaulating the Lender’s
Convertible Loan to the Borrower;


 


		(g)	the
                                            Borrower shall carry on and conduct its affairs and businesses, in a proper and efficient
                                            manner and obtain all necessary consents and comply with all laws relating to the carrying
                                            on of its business and keep or cause to be kept in good state of repair and condition in
                                            accordance with good commercial practice all its properties and assets, and save as agreed
                                            between the Borrower and the Lender, the Borrower shall not cease to conduct any of its business
                                            nor carry on any business fundamentally different from its business;



 


		(h)	the
                                            Borrower shall duly pay and discharge all rents, rates, assessments, taxes (including corporate
                                            tax, property tax, sales tax, goods and services tax, import tax, and other governmental,
                                            state and provincial taxes and levies) and all outgoings and all charges payable in respect
                                            of its assets or income prior to the date when penalties become attached thereto, and shall
                                            produce to the Lender on demand all receipts for such payments;



 




    	17 



     


    

 


		(i)	the
                                            Borrower shall forthwith notify the Lender in writing of all material litigation, arbitration
                                            or administrative proceedings to which Borrower is or may become a party, in whatever capacity,
                                            which might have a material adverse effect on Borrower’s business, assets or financial
                                            condition after it has knowledge of such event or change or of such litigation, arbitration
                                            or administrative proceedings thereof, and the amount of contingent liability, if such amount
                                            is ascertainable;



 


		(j)	the
                                            Borrower shall promptly notify the Lender in writing within three (3) Business Days upon
                                            becoming aware of any event or change which has a material adverse effect on the Borrower
                                            or which is likely to have a substantial effect on its profits or businesses, such as a strike,
                                            lock-out, lay-off, suspension of work or any other event likely to have a material adverse
                                            effect on its business or operations;



 


		(k)	the
                                            Borrower shall duly furnish to the Lender as soon as practicable and in any event not later
                                            than five (5) days after they become effective, copies of all amendments to the Constitution
                                            of Borrower or other constitutional documents, each certified to be a true copy by a Director;



 


		(l)	the
                                            Borrower shall maintain, and shall procure the maintenance of, in full force and effect all
                                            governmental approvals, filings and recordings necessary or advisable in connection with
                                            this Agreement and shall obtain or make any additional governmental approvals, filings or
                                            recordings that become necessary or advisable in connection herewith or therewith (if any);



 


		(m)	the
                                            Borrower shall maintain a system of internal accounting controls sufficient to provide reasonable
                                            assurances that:



 


		(i)	transactions
                                            are executed in accordance with the authorisations by the Board of Directors,



 


		(ii)	transactions
                                            are recorded as necessary to permit preparation of financial statements in conformity with
                                            the accounting principles and practices and to maintain accountability for assets,



 


		(iii)	access
                                            to assets is permitted only in accordance with management’s general or specific authorisation,
                                            and



 


		(iv)	the
                                            recorded accountability for assets is compared with existing assets at reasonable intervals
                                            and appropriate action is taken with respect to any differences;



 


		(n)	the
                                            Borrower shall maintain the statutory books, books of account and other records of Borrower
                                            shall be maintained in accordance with all applicable laws and generally accepted international
                                            or Singapore accounting standards, principles and practices on a proper and consistent basis,
                                            comprise complete and accurate records of all information required to be recorded therein
                                            and that all accounts, documents and returns required by law to be delivered or made by the
                                            Borrower to the relevant authorities shall be duly delivered or made; and



 


		(o)	the
                                            Borrower shall notify the Lender of the occurrence of any Event of Default immediately upon
                                            becoming aware of it.



 


		8.3	Any
                                            failure by CCK to furnish the LOR in accordance with Clause 8.2(e) above by the respective
                                            due dates will constitute a violation (the “First Violation”), and the
                                            Lender shall be entitled to deliver to the Borrower a notice in writing notifying the Borrower
                                            of the occurrence of such First Violation (the “First Violation Notice”)
                                            and:



 




    	18 



     


    

 


		(a)	if
                                            the First Violation is not remedied within fourteen (14) Business Days from the date of such
                                            First Violation Notice (“Continuing Violation”); or



 


		(b)	upon
                                            the occurrence of a subsequent violation (“Second Violation”),



 


the
Borrower shall be liable to pay the Lender a default payment of [*****]
(“Default Payment”) in respect of the Continuing Violation or the Second Violation
(as the case may be) within seven (7) Business Days from the date the Lender notifies the Borrower of such Continuing Violation or Second
Violation (as the case may be). For the avoidance of doubt, upon payment by the Borrower of the Default Payment, any subsequent failure(s)
by CCK to furnish the LOR in accordance with Clause 8.2(e) shall constitute a fresh violation in accordance with this Clause 8.3. 


		8.4	The
                                            Borrower shall execute at its own expense all assurances and other things as are reasonably
                                            required or requested at any time, from time to time, by the Lender for giving effect to,
                                            and the full benefit of, the covenants contained or implied in this Agreement in favour of
                                            the Lender or to protect the Lender’s rights, powers and remedies hereunder or thereunder.



 


		8.5	If
                                            after disbursement of the First Drawing, and as the case may be, the Second Drawing, and
                                            for as long as full repayment of the Convertible Loan remains outstanding, any event shall
                                            occur which results or may result in a breach by the Borrower of any of its obligations under
                                            this Clause 8, the Borrower hereby covenants to the Lender that it shall, upon becoming aware
                                            of the same, immediately notify the Lender in writing thereof and Borrower shall make all
                                            such investigations and/or do all such acts concerning the event or matter which the Lender
                                            may reasonably require.



 


		9.	TAG
                                            ALONG RIGHT



 


		9.1	For
                                            so long as any amount is or may be outstanding under this Agreement or any part of the Convertible
                                            Loan is outstanding or the Borrower continues to have any obligation hereunder, Clause 9.2
                                            shall apply.



 


		9.2	Tag
                                            Along Rights 



 


		(a)	If
                                            at any time, a Borrower Shareholder (in this Clause 9.2, “Selling Shareholder”)
                                            receives an offer (such offer not being an offer which would result in a Proposed Trade Sale)
                                            (in this Clause 9.2, “Offer”) from a third party or third parties (in
                                            this Clause 9.2, “Buyer(s)”) to acquire part of or all of such Selling
                                            Shareholder’s Shares (in this Clause 9.2, “Offer Shares”) that such
                                            Selling Shareholder is willing to accept, Selling Shareholder shall deliver to the Lender
                                            a notice (in this Clause 9.2, “Notice of Offer”) in writing of such offer,
                                            the terms and conditions thereof and the identity of Buyer(s), and the Lender shall have
                                            the right (“Tag-Along Option”) to require the Selling Shareholders to
                                            procure that the Buyer(s) acquire the Lender’s Shares (upon Conversion) together with
                                            the acquisition of the Offer Shares on and subject to this Clause 9.2.



 


		(b)	A
                                            Tag-Along Option of the Lender shall be exercisable only within the Tag-Along Option Period
                                            by the Lender delivering a notice (“Tag-Along Notice”) in writing signed
                                            by the Lender to Selling Shareholder notifying of the exercise of such Tag-Along Option.



 


For
purposes hereof, “Tag-Along Option Period” in respect of the Tag-Along Option of the Lender for an Offer means the
period commencing from the date of receipt by the Lender of the Notice of Offer for that Offer and ending at 2359 hours of the seven
(7) Business Day after that date of receipt.


 


		(c)	If
                                            a Selling Shareholder receives a Tag-Along Notice from the Lender, no Offer Share shall be
                                            transferred by any Selling Shareholder to the Buyer(s) UNLESS the Buyer(s) acquires
                                            the Lender’s Shares (upon Conversion) on terms and conditions no less favourable to
                                            the Lender than the terms and conditions upon which Buyer(s) is acquiring the Offer Shares
                                            from Selling Shareholders.



 


		(d)	The
                                            Selling Shareholder shall deliver a notice in writing to the Lender who has delivered a Tag-Along
                                            Notice for an Offer in writing as soon as practicable of any change in that Offer (in this
                                            Clause 9.2, “Change”), the terms and conditions thereof or of the Buyer(s)
                                            for that Offer.



 




    	19 



     


    

 


		(e)	A
                                            Tag-Along Notice of the Lender for an Offer shall be irrevocable once delivered by the Lender
                                            to the Selling Shareholders UNLESS a Change occurs such that the terms and conditions
                                            of that Offer are less favourable to the Lender than the terms and conditions in the Notice
                                            of Offer relating to that Offer. In the event of such Change, the Lender may revoke the Tag-Along
                                            Notice by notice (in this Clause 9.2, “Revocation Notice”) in writing
                                            to Selling Shareholder and upon such revocation, that Offer as modified by such Change shall
                                            be deemed an Offer notified by Selling Shareholder to the Lender with effect from the delivery
                                            of such Revocation Notice to the Lender for purposes of Clause 9.2(a) above.



 


		10.	INDEMNITY



 


The
Borrower undertakes and agrees to fully and effectively indemnify and keep indemnified the Lender from all losses, damages, claims, costs,
expenses and other liabilities suffered or incurred by the Lender in connection with or on account of or arising out of:


 


		(a)	any
                                            breach of the warranties, representations, covenants, obligations or undertakings in the
                                            Agreement on the part of the Borrower;



 


		(b)	any
                                            breach of the covenants, obligations or undertakings in the Personal Guarantee and Corporate
                                            Guarantee on the part of CCK and ML respectively; or



 


		(c)	any
                                            actions or steps which the Lender may take in protecting and/or enforcing its rights under
                                            this Agreement.



 


		11.	ENTIRE
                                            AGREEMENT AND MODIFICATIONS



 


		11.1	This
                                            Agreement constitutes the entire agreement between the Parties pertaining to its subject
                                            matter and supersedes and cancels in all respects all prior agreements and understandings
                                            of the Parties with respect to the subject matter hereof whether such be written or oral.



 


		11.2	This
                                            Agreement shall not be altered, changed, supplemented, or amended except by written instruments
                                            signed by the Parties hereto. Unless expressly agreed, no alteration, change, supplement,
                                            or amendment shall constitute a general waiver of any provisions of this Agreement, nor shall
                                            it affect any rights, obligations or liabilities under or pursuant to this Agreement which
                                            have already accrued up to the date of variation, and the rights and obligations of the Parties
                                            under or pursuant to this Agreement shall remain in full force and effect, except and only
                                            to the extent that they are so varied.



 


		12.	SEVERABILITY



 


If
any provision in this Agreement shall be, or at any time shall become invalid, illegal or unenforceable in any respect under any law,
such invalidity, illegality or unenforceability shall not in any way affect or impair any other provisions of this Agreement but this
Agreement shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein.


 


		13.	ASSIGNMENTS



 


		13.1	This
                                            Agreement shall be binding on and shall enure for the benefit of each Party’s successors
                                            and permitted assigns.



 


		13.2	The
                                            Lender shall be entitled to assign and transfer all or part of its rights under this Agreement
                                            without the consent of the Borrower or any other person.



 


		13.3	The
                                            Borrower shall not assign its rights or transfer its obligations under this Agreement.



 


		14.	CONFIDENTIALITY



 


		14.1	For
                                            the purposes of this Clause, “Confidential Information” means all information
                                            provided by or on behalf of one Party (the “Disclosing Party”) to any
                                            other Party (the “Receiving Party”) which relates to the Disclosing Party
                                            or any other member of its Group and includes the provisions and subject matter of this Agreement
                                            and any agreements or documents executed by the Parties in connection with this Agreement,
                                            and “Group” in relation to a Party means such Party and its Related Companies.



 




    	20 



     


    

 


		14.2	Each
                                            Party shall keep the Confidential Information confidential.



 


		14.3	Nothing
                                            in this Clause prevents any Confidential Information being disclosed:



 


		(a)	to
                                            the Relevant Exchange at its or their request;



 


		(b)	with
                                            the written approval of the Disclosing Party;



 


		(c)	to
                                            the extent required by law or any regulation to which the Disclosing Party or Receiving Party
                                            is subject, including the rules of the SGX-ST, any court of competent jurisdiction or any
                                            competent regulatory body; or



 


		(d)	to
                                            the extent that the information is or comes into the public domain otherwise than as a result
                                            of a breach of any undertaking or duty of confidentiality by the Receiving Party or any member
                                            of its Group for the time being,



 


provided
that in the case of sub-Clauses (a) and (c) above, the Receiving Party shall to the extent reasonably practicable in the circumstances
promptly notify and consult with the Disclosing Party before the disclosure occurs with a view to providing the Disclosing Party with
the opportunity to seek confidential treatment for portions of the content of such disclosures as it may reasonably request.


 


		14.4	The
                                            Receiving Party may disclose Confidential Information to its officers, directors, partners,
                                            employees and professional advisers on a strict “need-to-know” basis only, provided
                                            it makes each such recipient aware of the obligations of confidentiality assumed by it under
                                            this Agreement and provided that it uses all reasonable endeavours to ensure that such recipient
                                            complies with those obligations as if it were bound by the relevant provisions of this Clause.



 


		14.5	The
                                            obligations contained in this Clause 14 shall endure, even after the release of any Parties
                                            or termination of this Agreement in accordance with and as permitted by the provisions of
                                            this Agreement, without limit in point of time except and until any Confidential Information
                                            enters the public domain as set out above.



 


		15.	COSTS
                                            AND EXPENSES



 


		15.1	Save
                                            for the fees, costs and expenses of Dentons Rodyk & Davidson LLP engaged for and in connection
                                            with this Agreement which shall be borne equally between the Borrower and the Lender, each
                                            Party shall bear its own costs and expenses incurred in connection with the negotiation,
                                            preparation and completion of this Agreement.



 


		15.2	The
                                            Parties acknowledge that Dentons Rodyk & Davidson LLP acts only for the Lender in the
                                            negotiation, preparation and completion of this Agreement.



 


		16.	NOTICES



 


		16.1	Any
                                            notice required to be given by a Party to the other Party shall be in writing, signed by
                                            or on behalf of the Party giving it, and in the English language. It shall be deemed validly
                                            served by hand delivery or by electronic mail or by prepaid post or by a recognised courier
                                            service sent to the address or electronic mail address of the Parties given herein or such
                                            other address or electronic mail address as may from time to time be notified for this purpose.
                                            The initial addresses and electronic mail addresses of the Parties are:



 




    	21 



     


    

 


	Borrower
    

     

	Address

     
	:	21
    Bukit Batok Crescent #17-80 WCEGA Tower, Singapore 658065
	Email
    address	:
    	[*****]
	 	 	 
	Attention	:	Peter
    Choo


 


	Lender

     

	Address	:	53
    Ubi Crescent, Singapore 408594
	Email
    address	:
    	[*****]
	 	 	 
	Attention	:	[*****],
    Legal Department


 


		16.2	Unless
                                            there is evidence that a notice or communication was received earlier, any such notice or
                                            communication shall be deemed to have been served:



 


		(a)	if
                                            delivered by hand, at the time of delivery;



 


		(b)	if
                                            posted by prepaid ordinary mail, at the expiration of three (3) Business Days after the envelope
                                            containing the same shall have been put into the post;



 


		(c)	if
                                            sent by electronic mail, upon receipt by the sender of an automated message confirming delivery
                                            or one (1) Business Day after the date of transmission (as recorded on the device from which
                                            the sender sent the electronic mail) unless the sender receives an automated message that
                                            the electronic mail has not been delivered; or



 


		(d)	if
                                            sent by courier, at the expiration of two (2) Business Days after the package containing
                                            the same shall have been received by the relevant courier company.



 


		16.3	In
                                            proving such service it shall be sufficient to prove that delivery by hand was made or that
                                            the envelope containing such notice or document was properly addressed and posted as a prepaid
                                            ordinary mail letter or that the electronic mail was properly addressed or, as the case may
                                            be, the package containing such notice or document was properly addressed and sent to the
                                            relevant courier company.



 


		17.	COUNTERPARTS



 


		17.1	This
                                            Agreement may be executed in any number of counterparts, all of which when taken together
                                            shall constitute one and the same instrument, and any of the Parties may execute this Agreement
                                            by signing any such counterpart.



 


		17.2	Each
                                            counterpart may be signed and executed by the Parties and transmitted by electronic means,
                                            including by electronic delivery in portable document format (.pdf), and shall be as valid
                                            and effectual as if executed as an original.



 


		17.3	The
                                            Parties acknowledge and agree that in any legal proceedings between them in relation to this
                                            Agreement, each Party waives the right to raise any defence based on the execution hereof
                                            in counterparts or the delivery of such executed counterparts by electronic means.



 




    	22 



     


    

 


		18.	SET-OFF
                                            AND GROSSING UP OF INDEMNITY PAYMENTS



 


		18.1	All
                                            sums payable by the Borrower to the Lender pursuant to this Agreement, whether of principal,
                                            interest, fees or otherwise, shall be paid in full (a) free of any restriction or condition,
                                            (b) free and clear of and (except to the extent required by law) without any deduction or
                                            withholding for or on account of any taxes now or hereinafter imposed and (c) without deduction
                                            or withholding (except to the extent required by law) on or for account of any other amount,
                                            whether by way of set off or counter claim or otherwise.



 


		18.2	Where
                                            the Borrower is required by law to make any deductions or withholding from any sum payable
                                            by it to the Lender under this Agreement (including, for the avoidance of doubt, Clause 10),
                                            the sum payable by the Borrower shall be increased to such sum so as to ensure that the net
                                            amount received by the Lender shall be equal to the full amount which it would have received
                                            had no such deduction or withholding been made or required to be made.



 


		19.	CONTRACTS
                                            (RIGHTS OF THIRD PARTIES) ACT



 


Nothing
in this Agreement is intended to grant to any third party any right to enforce any term of this Agreement or to confer on any third party
any benefits under this Agreement for the purposes of the Contract (Rights of Third Parties) Act (Cap. 53B) of Singapore and any re-enactment
thereof, the application of which legislation is hereby expressly excluded.


 


		20.	REMEDIES
                                            AND WAIVERS



 


		20.1	No
                                            failure on the part of any Party to exercise, and no delay on its part in exercising, any
                                            right or remedy under this Agreement will operate as a waiver thereof, nor will any single
                                            or partial exercise of any right or remedy preclude any other or further exercise thereof
                                            or the exercise of any other right or remedy. The rights provided in this Agreement are cumulative
                                            and not exclusive of any rights or remedies provided by law.



 


		20.2	No
                                            remedy conferred by any of the provisions of this Agreement is intended to be exclusive of
                                            any other remedy which is otherwise available at law, in equity, by statute or otherwise,
                                            and each and every other remedy shall be cumulative and shall be in addition to every other
                                            remedy given hereunder or now or hereafter existing at law, in equity, by statute or otherwise.
                                            The election of any one or more of such remedies by any Party shall not constitute a waiver
                                            by such Party of the right to pursue any other available remedies.



 


		21.	RELEASE



 


Any
liability to any Party under this Agreement may in whole or in part be released, compounded or compromised, or time or indulgence given,
by it in its sole and absolute discretion as regards the other Parties under such liability without in any way prejudicing or affecting
its rights against such other Party.


 


		22.	JURISDICTION
                                            AND GOVERNING LAW CLAUSE



 


This
Agreement shall be governed by and construed in all respects in accordance with the laws of Singapore and the Parties agree to submit
to the exclusive jurisdiction of the courts of Singapore.


 


[The
rest of this page is intentionally left blank]


 




    	23 



     


    

 


SCHEDULE
1


 


CONVERSION
NOTICE


 


[Letterhead
of Lender]


 


 


To:  [CYTOMED
THERAPEUTICS PTE. LTD.] 


 


[21
Bukit Batok Crescent, #17-80,


WCEGA
Tower, Singapore 658065 ]  


  


We
refer to the Convertible Loan Agreement dated [●date●] (the “Agreement”) made between yourself as Borrower
and ourself as Lender.


 


All
the terms as defined in the Agreement shall bear the same meaning when used in this notice.


 


The
Loan Conversion Amount as at the date of this Conversion Notice is [●Amount of outstanding Convertible Loan and Interest
●].


 


We
hereby give you notice to convert all and not part of the Loan Conversion Amount into Conversion Shares to be allotted and issued to
[us / [●named nominees●] pursuant to Clause 5 of the Agreement.


 


OR


 


We
hereby give you notice to convert [●portion of the Loan Conversion Amount ●], into Conversion Shares to be allotted and
issued to [us / [●named nominees●] pursuant to Clause 5 of the Agreement. 


 


Dated
this       day of .





 


Yours
faithfully, 








 


	Name	 



	Title:	 



For
and on behalf of


mDR
Limited


 




    	24 



     


    

 


SCHEDULE
2


 


REDEMPTION
NOTICE


 


REDEMPTION
NOTICE


 


[Letterhead
of Lender]


 


To: [CYTOMED
THERAPEUTICS PTE. LTD.] 


 


[21
Bukit Batok Crescent, #17-80,


WCEGA
Tower, Singapore 658065 ]  


 


We
refer to the Convertible Loan Agreement dated [●date●] (the “Agreement”) made between yourself as Borrower
and ourself as Lender.


 


All
the terms as defined in the Agreement shall bear the same meaning when used in this notice.


 


We
hereby give you notice of our intention to redeem S$_________________ pursuant to Clause 6.1 of the Agreement, being [the entire sum
/ S$______________] of the principal amount of our Convertible Loan, together with all interest accrued thereon, to be repaid to us within
three (3) months from the date of this notice by electronic bank transfer to the following bank account of [ours / [●named nominees●]:


 


Dated
this day of .


 


Yours
faithfully, 


 





	Name	 



	Title:




For
and on behalf of


mDR
Limited


 




    	25 



     


    

 


SCHEDULE
3


 


WARRANTIES


 


		1.	Information



 


To
the best knowledge and belief of the Borrower, all information given to the Lender in connection with the provision of the Convertible
Loan is true, accurate and complete in all material respects, and there is no information the omission of which might make such information
misleading or inaccurate in any material respect or which might, if disclosed, adversely affect the decision of a person considering
whether or not to invest in or provide funding to the Borrower. The Borrower is not aware of any fact or matter not disclosed to the
Lender which renders any such information materially untrue, inaccurate or misleading.


 


		2.	Corporate
                                            Matters



 


		2.1	The
                                            Borrower is duly incorporated and is validly existing under the laws of Singapore and is
                                            not in liquidation and does not have any winding-up petition filed against it.



 


		2.2	Save
                                            for Cytomed Malaysia, IPSCBank and IPSC Depository, the Borrower has no subsidiary which
                                            the Borrower, directly or indirectly, owns or in which the Borrower, directly or indirectly,
                                            has the power to vote shares of any capital stock or other ownership interests having ordinary
                                            voting power to elect a majority or the directors of such corporation, or other persons performing
                                            similar functions for such entity.



 


		2.3	Save
                                            for the conversion rights of Mr Lim Liang Yew (NRIC No. [*****])
                                            under the August 2019 CLA, no person has the right (whether exercisable now or in the future
                                            and whether contingent or not) to call for the allotment, conversion, issue, registration,
                                            sale or transfer, amortisation or repayment of any share or loan capital or any other security
                                            giving rise to a right over, or an interest in, the capital of the Borrower under any option,
                                            agreement or other arrangement (including conversion rights and rights of pre-emption). 



 


		3.	No
                                            Defaults or Litigation 



 


		3.1	The
                                            Borrower has not committed to any agreement to which it is a party or by which it is bound,
                                            a default of which might have a material adverse effect on the business, assets or financial
                                            condition of the Borrower save as in the ordinary course of the Borrower’s business.



 


		3.2	The
                                            Borrower is not in default in the payment or performance of any of its obligations for borrowed
                                            money and no such default is, to the best of the knowledge and belief of the Borrower, anticipated
                                            in respect of the Borrower.



 


		3.3	There
                                            are no appeals, disputes or other proceedings pending before any court, tribunal, government
                                            agency or administrative body, or to the best of the knowledge and belief of the Borrower
                                            threatened against or affecting the Borrower which if adversely determined would materially
                                            and adversely affect the Borrower, its assets, its ability to perform its obligations under
                                            any agreement to which the Borrower is a party or impair the rights of the Borrower.



 


		3.4	The
                                            Borrower has complied with all applicable laws and with the requirements of all government
                                            authorities having jurisdiction over the Borrower.



 


		3.5	No
                                            legal procedure has been started nor have any legal proceedings been initiated or, to the
                                            best of the knowledge and belief of the Borrower, threatened, for the bankruptcy, dissolution,
                                            liquidation, winding-up, termination of existence or reorganisation of, or for the appointment
                                            of a receiver, manager (judicial or otherwise), trustee or similar officer of the Borrower
                                            or any or all of its assets, which might have a material adverse effect on the business,
                                            assets or financial condition of the Borrower.



 




    	26 



     


    

 


		4.	Financial
                                            Status, Operational Status, Assets & Statutory Records



 


		4.1	The
                                            financial condition and operations of the Borrower is such that it is able to fully and effectively
                                            perform its obligations under any agreement or contract to which the Borrower is a party.



 


		4.2	The
                                            statutory books, books of account and other records of the Borrower are up-to-date and have
                                            been maintained in accordance with all applicable laws and generally accepted accounting
                                            standards, principles and practices in Singapore on a proper and consistent basis, comprise
                                            complete and accurate records of all information required to be recorded therein and that
                                            all accounts, documents and returns required by law to be delivered or made by the Borrower
                                            to the relevant authorities have been duly and correctly delivered or made.



 


		4.3	The
                                            Borrower has obtained all concessions, licences, permissions, authorisations and consents
                                            required for carrying on its business effectively in the places and in the manner in which
                                            such business is now carried on, and that there are no circumstances which indicate that
                                            any of the concessions, licences, permissions, authorisations or consents will or are likely
                                            to be revoked or not renewed, in whole or in part, in the ordinary course of events.



 


		4.4	The
                                            Borrower has carried on its business in accordance with its Constitution and other constitutive
                                            documents and all applicable laws, regulations and by-laws in Singapore and in any relevant
                                            country (including without limitation all environmental laws and all legal requirements relating
                                            to or in connection with public health and safety and worker health and safety), and there
                                            is no investigation or enquiry by, or order, decree or judgment of, any court or any governmental
                                            or regulatory body outstanding or anticipated against the Borrower or which may have a material
                                            adverse effect upon its assets or business, and none of the Borrower’s directors, officers
                                            or senior management personnel, has committed any criminal offence or any tort or any breach
                                            of the requirements or conditions of any statute, treaty, regulation, by-law or other obligation
                                            relating to the Borrower or the carrying on of its business.



 


		4.5	The
                                            Borrower has full power and authority to carry on the business is currently carried on by
                                            it.



 


		4.6	The
                                            accounts of the Borrower have been prepared in accordance with generally accepted accounting
                                            principles and practices in Singapore and the applicable law and regulations, that the accounts
                                            correctly state the assets and liabilities of the Borrower, have been audited by a certified
                                            auditor who has rendered an auditors’ certificate without qualification and give a
                                            true and fair view of the state of affairs of the Borrower.



 


		4.7	To
                                            the best knowledge and belief of the Borrower, the Borrower does not have any contingent
                                            or off-balance sheet obligations, liabilities or commitments which have not been disclosed
                                            to the Lender.



 


		4.8	Save
                                            as disclosed in writing by the Borrower to the Lender and which is acknowledged in writing
                                            by the Lender, no Encumbrances exists on or over the assets of the Borrower;



 


		4.9	All
                                            taxes assessed or imposed by any competent taxation authority which have been assessed upon
                                            the Borrower have been paid on or before the relevant due date for payment.



 


		4.10	All
                                            the plant, machinery and equipment used by the Borrower in the conduct of its business:



 


		(a)	are
                                            in a good and safe state of repair and condition having regard to their respective age;



 




    	27 



     


    

 


		(b)	are
                                            in good working order and are capable of performing properly the function for which they
                                            are currently used or intended to be used for; and



 


		(c)	have
                                            not been subjected to any defects which may result in a significant loss of production for
                                            the Borrower.



 


		5.	EMPLOYEES



 


		5.1	The
                                            Borrower has not breached any obligations imposed on it by any relevant statutes, regulations,
                                            instruments, collective agreements, recognition agreements and all contractual obligations
                                            applying to the jurisdiction in which such entity is incorporated or carries on business
                                            which are owed to or in respect of its employees. There are no current, pending or threatened
                                            claims of any type against the Borrower by any existing or former employees or directors
                                            of such entities or by any existing or former consultants to them.



 


		5.2	The
                                            Borrower is not involved in any industrial or trade dispute or any dispute with any trade
                                            union or organisation or body of employees nor has it received any notice of any pending
                                            industrial action by any trade union or organisation or body of employees.



 


		6.	INTELLECTUAL
                                            PROPERTY



 


		6.1	The
                                            Borrower owns, or is licensed or otherwise has the full right to use, all patents, trademarks,
                                            trade names, service names, copyrights, technology, know-how and processes (“Intellectual
                                            Property Rights”), including without limitation the ASTAR Licences, used in or
                                            necessary for the conduct of its business and which are material thereto.



 


		6.2	The
                                            business conducted by the Borrower, including the processes employed and the products and
                                            services dealt in by the Borrower, does not conflict with or infringe any valid Intellectual
                                            Property Rights of any third party in any way.



 


		6.3	The
                                            Borrower has not received notice and is not aware of any of its Intellectual Property Rights,
                                            including without limitation the ASTAR Licences, being infringed upon or appropriated by
                                            third parties. All Intellectual Property Rights, including without limitation the ASTAR Licences,
                                            requiring registration have been registered.



 


		6.4	Nothing
                                            has been done or omitted by the Borrower which would enable any licensee under a licence
                                            granted by it to be terminated or which in any way constitutes a breach of the terms of any
                                            licence including without limitation the ASTAR Licences. The Borrower has not breached the
                                            terms of any licence granted to it including without limitation the ASTAR Licences.



 


		6.5	To
                                            the best of the knowledge and belief of the Borrower, after due and careful enquiry, the
                                            information provided to the Lender in writing in relation to the Intellectual Property Rights
                                            is true, correct and up to date.



 


		7.	properties



 


		7.1	Cytomed
                                            Malaysia, a wholly-owned subsidiary of the Borrower, is the sole legal and beneficial owner
                                            of the Property and has a good title to the Property and has excepted and reserved to it
                                            all necessary and appropriate easements and other rights for the benefits of the Property,
                                            and save for the Property, the Borrower and its subsidiaries do not own any other properties.



 


		7.2	Save
                                            for the charge registered as no. 2613/2019 on 15 January 2019 created by Cytomed Malaysia
                                            in favour of Hong Leong Bank Berhad, the Property is not subject to any Encumbrances.



 




    	28 



     


    

 


		7.3	All
                                            rental, taxes, rates, governmental charges, outgoings and other payments payable in respect
                                            of the Property have been paid in full by Cytomed Malaysia.



 


		7.4	There
                                            are no unfavourable, unusual or onerous terms or conditions with respect to the Property
                                            which if disclosed could reasonably be expected to deter a prospective buyer from acquiring
                                            any interests in the Borrower, Cytomed Malaysia or the Property.



 


		7.5	The
                                            Property complies (as to building and use) with all applicable laws, regulations and requirements
                                            as to fire precautions, public health and the health and safety of those who work in or about
                                            them in all material respects.



 


		7.6	Cytomed
                                            Malaysia has not received any written notice from any relevant governmental or other authority
                                            of the breach by it of any material licences, consents or authorisations necessary for owning
                                            the Property.



 




    	29 



     


    

 


SCHEDULE
4


 


PERSONAL
GUARANTEE 


 


DEED
OF GUARANTEE


 


 


THIS
DEED OF GUARANTEE (“Guarantee”) is issued this 10 day of DEC 2019 by


 


		(1)	CHOO
                                            CHEE KONG (NRIC No. [*****])
                                            of [*****] (the “Guarantor”); 



 


IN
FAVOUR of


 


		(2)	MDR
                                            LIMITED (Company Registration No. 200009059G), a company incorporated in Singapore and
                                            having its registered office at 53 Ubi Crescent, Singapore 408594 (the “Lender”),
                                            



 


(each,
a “Party”, and collectively, the “Parties”).


 


 


WHEREAS



 


		(A)	Cytomed
                                            Therapeutics Pte. Ltd. (Company Registration No. 201808327H) (the “Borrower”)
                                            is a medical research and medical technologies development company incorporated in Singapore,
                                            focusing on translating patented technologies into immunotherapeutics for a wide range of
                                            cancers and the development of cellular therapeutics.



 


		(B)	Pursuant
                                            to the CLA (as defined herein), the Lender has agreed to provide the Borrower a loan of a
                                            principal amount of S$1,500,000 (“Loan”). The Guarantor, being a director
                                            of the Borrower and the legal and beneficial owner of fifty-five per cent (55%) of the total
                                            issued and paid-up share capital of Glorious Finance Limited (BVI Company Registration No.
                                            395433), a company incorporated in the British Virgin Islands (“GFL”)
                                            and the controlling shareholder of the Borrower, is to provide this Guarantee in favour of
                                            the Lender for the Lender’s grant of the Loan to the Borrower.



 


		(C)	It
                                            is a condition precedent of the CLA that the Guarantor enter into this Guarantee in favour
                                            of the Lender as security for the Guaranteed Liabilities (as defined below).



 


IT
IS HEREBY AGREED as follows:


 


1       INTERPRETATION


 


In
this Guarantee, unless stated otherwise or the context otherwise requires, the following words and expressions shall have the meanings
as set out below:


 


“CLA”
means the convertible loan agreement dated 10 DEC 2019 entered into between the Lender and the Borrower in respect of the Loan, as
may be amended or supplemented from time to time;


 


“Guaranteed
Liabilities” means all present and future obligations and liabilities (whether actual or contingent and whether owed jointly
or severally or in any other capacity whatsoever) of the Borrower to the Lender under the CLA, including but not limited to the repayment
by the Borrower of the Loan together with all accrued interests, to the Lender; and


 


“Losses”
means all losses (including any consequential losses, loss of profit or diminution in value), liabilities, damages, settlement sums,
costs (including legal costs and experts’ and consultants’ fees on a full indemnity basis), charges, expenses, actions, proceedings,
claims and demands, whether foreseeable or not.


 


Any
other term used in this Guarantee which is not otherwise defined herein shall have the meaning ascribed thereto in the CLA.


 




    	30 



     


    

 


2       GUARANTEE


 


		2.1	The
                                            Guarantor hereby irrevocably, unconditionally, and as principal obligor :



 


		(a)	guarantees
                                            to the Lender the due and punctual performance by the Borrower of all its obligations under
                                            the CLA;



 


		(b)	undertakes
                                            to the Lender that whenever the Borrower does not pay any amount when due to the Lender (in
                                            particular the Loan or interest thereon) under or in connection with the CLA, that the Guarantor
                                            shall forthwith on demand by the Lender pay that amount as if the Guarantor instead of the
                                            Borrower were expressed to be the principal obligor;



 


		(c)	indemnifies
                                            the Lender on demand against any loss or liability suffered by the Lender, from time to time,
                                            in connection with or as a direct or indirect result of:



 


		(i)	the
                                            Borrower failing to pay any amount expressed to be payable under the CLA on the date when
                                            it ought to have been paid;



 


		(ii)	any
                                            breach, default or failure by the Borrower to duly and punctually perform and observe any
                                            of its obligations under the CLA; and



 


		(iii)	any
                                            obligation guaranteed by the Guarantor being or becoming void, voidable, unenforceable, invalid
                                            or illegal as against the Borrower for any reason whatsoever, whether or not known to the
                                            Lender; and



 


		(d)	agrees
                                                                                                                                                                                                                                    with the Lender that if, for any reason, any amount claimed by the Lender under this Clause 2.1 is not recoverable on the basis of a
                                                                                                                                                                                                                                    guarantee, the Guarantor will be liable to indemnify the Lender against any and all Losses the Lender incurs as a result of a
                                                                                                                                                                                                                                    failure by the Borrower to make any form of payment pursuant to the CLA in accordance with the terms therein.



 


		2.2	This
                                            Guarantee is a continuing guarantee and shall remain in full force and effect until the Guaranteed
                                            Liabilities have been fully and irrevocably paid, discharged, satisfied in full and/or performed
                                            in accordance with the CLA, regardless of any intermediate payment or discharge in part.



 


		2.3	Reinstatement



 


		(a)	The
                                            obligations of the Guarantor under this Guarantee will not be affected by any act, omission,
                                            matter or thing which, but for this provision, would reduce, release or prejudice any of
                                            its obligations under this Guarantee or prejudice or diminish those obligations in whole
                                            or in part. Without limiting the generality of the foregoing, where any discharge (whether
                                            in respect of the obligations of Borrower (including the Guaranteed Liabilities) or any security
                                            or other guarantee for those obligations or otherwise) is made in whole or in part or any
                                            arrangement is made on the faith of any payment, security or other disposition which is avoided
                                            or must be restored on insolvency, liquidation or otherwise without limitation, the liability
                                            of the Guarantor under this Clause 2 shall continue as if the discharge or arrangement
                                            had not occurred.



 


		(b)	The
                                            Lender may concede or compromise any claim that any payment, security or other disposition
                                            is liable to avoidance or restoration.



 


		2.4	The
                                            Guarantor hereby irrevocably and unconditionally waives any right it may have of first requiring
                                            the Lender to proceed against or enforce any other rights or security or claim payment from
                                            any person before claiming from the Guarantor under this Clause 2.



 


		2.5	This
                                            Guarantee is in addition to and is not in any way prejudiced by any other security now or
                                            subsequently held by the Lender.



 




    	31 



     


    

 


		2.6	The
                                            obligations of the Guarantor under this Guarantee shall be absolute and unconditional and
                                            in addition to the other provisions of this Guarantee, shall not be abrogated, prejudiced,
                                            affected, discharged, released or limited in any way by reason of:



 


		(a)	any
                                            time, forbearance, concession, compounding, compromise, variation, renewal, release, discharge,
                                            waiver or any other advantage or indulgence granted (explicitly or by conduct or otherwise)
                                            by the Lender to the Borrower or the Guarantor;



 


		(b)	the
                                            Lender failing, neglecting or deciding not to recover the moneys hereby guaranteed or any
                                            part thereof by the realisation of any collateral or other security or in any manner otherwise;



 


		(c)	any
                                            acquiescence, delay, acts, omissions, mistakes on the part of the Lender or any other person;



 


		(d)	the
                                            release of the Borrower or the Guarantor or any other person under the terms of any composition
                                            or arrangement;



 


		(e)	the
                                            taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to
                                            perfect, take up or enforce, any rights against, or security over assets of, the Borrower
                                            or the Guarantor or any other person;



 


		(f)	any
                                            non-presentation or non-observance of any formality or other requirement in respect of any
                                            instrument or any failure to realise the full value of any security;



 


		(g)	any
variation or amendment (however fundamental) of any terms and conditions to the CLA or this Guarantee with or without notice to the Guarantor,
replacement or release of the CLA or this Guarantee or any other document or security (including any increase, decrease, extension, renewal
or re-structure in any manner whatsoever of the Loan and/or interest payable thereon) so that references to the CLA or this Guarantee
in this Clause  2 shall include each variation or replacement;



 


		(h)	any
                                            incapacity or lack of authority or legal personality of or dissolution or change in the members
                                            or status of the Borrower or the Guarantor or any other person to execute or perform this
                                            Guarantee;



 


		(i)	any
                                                                                                                                                                                                                                    unenforceability, illegality or invalidity of any obligation of any person under the CLA or this Guarantee or any other document or
                                                                                                                                                                                                                                    security, to the intent that the Guarantor’s obligations under this Clause 2 shall remain in full force and their guarantee be
                                                                                                                                                                                                                                    construed accordingly, as if there were no unenforceability, illegality or invalidity;



 


		(j)	any
                                            postponement, discharge, reduction, non-provability or other similar circumstance affecting
                                            any obligation of the Borrower or the Guarantor under the CLA or this Guarantee resulting
                                            from any insolvency, bankruptcy, liquidation or dissolution proceedings or from any law,
                                            regulation or order so that each such obligation shall for the purposes of the Guarantor’s
                                            obligations under this Clause 2 be construed as if there were no such circumstance; or



 


		(k)	any
                                            winding-up (whether voluntary or compulsory), insolvency, bankruptcy, amalgamation or reconstruction
                                            or similar proceedings of, or against, the Borrower or the Guarantor.



 


		3	PAYMENTS



 


		3.1	All
                                            payments by the Guarantor under this Guarantee shall be made to the Lender to the Lender’s
                                            account at such office or bank as the Lender may notify to the Guarantor for this purpose.



 


		3.2	Any
                                            amount under this Guarantee payable in respect of any other amount payable under the CLA
                                            is payable under this Guarantee in the same currency as that other amount.



 


		3.3	All
                                            sums payable or made by the Guarantor under this Guarantee shall be made without set-off,
                                            counterclaim, deduction or withholding.



 




    	32 



     


    

 


		3.4	If
                                            any tax or amounts in respect of tax must be deducted, or any other deductions must be made,
                                            from any amounts payable or paid by the Guarantor under this Guarantee, the sum payable by
                                            the Guarantor under this Guarantee shall be increased to such sum so as to ensure that the
                                            net amount received by the Lender shall be equal to the full amount which the Lender would
                                            have received had no such deduction or withholding been made or required to be made.



 


		3.5	For
                                            all purposes, including legal proceedings, a copy of any statement or notification signed
                                            by any of the Lender’s officers, specifying the amount of the Guaranteed Liabilities
                                            shall, in the absence of manifest error, be accepted by the Guarantor as conclusive evidence
                                            of the Guaranteed Liabilities.



 


		4	REPRESENTATIONS,
                                            WARRANTIES AND UNDERTAKINGS 



 


		4.1	The
                                            Guarantor represents and warrants to the Lender that:



 


		(a)	he
                                            has the power to enter into, exercise its rights and perform and comply with his obligations
                                            under this Guarantee;



 


		(b)	this
                                            Guarantee constitutes legal, valid and binding obligation enforceable against him in accordance
                                            with its terms, and the execution and delivery of, and the performance by him of his obligations
                                            under, this Guarantee will not result in



 


		(i)	an
                                            infringement of, or a default under, any instrument, contract, document or agreement, licences,
                                            permits, approvals, authorisations to which he is a party, by which he or his assets are
                                            bound, or which have been granted to him; or



 


		(ii)	a
                                            breach of any law, rule, regulation, ordinance, order, judgment or decree of or undertaking
                                            to any governmental body to which it is a part of by which he or his assets are bound;



 


		(c)	all
                                            authorisations required by him in connection with the entry into, performance, validity and
                                            enforceability of this Guarantee and the transactions contemplated by this Guarantee have
                                            been obtained or effected (as appropriate) and are in full force and effect; and



 


		(d)	as
                                            at the date hereof, he is the legal and beneficial owner of 165 ordinary shares in GFL, representing
                                            fifty-five per cent (55%) of the total issued and paid-up share capital of GFL (“GFL
                                            Shares”).



 


		4.2	Until
                                            all the Guaranteed Liabilities have been irrevocably paid or discharged in full, the Guarantor
                                            undertakes to the Lender that:



 


		(a)	he
                                            shall not, in respect of the GFL Shares, directly or indirectly, sell, contract to sell,
                                            offer, realise, transfer, assign, pledge, grant any option or right to purchase, grant any
                                            security over, encumber or otherwise dispose of (“Disposal”) or enter
                                            into a transaction or agreement that will directly or indirectly constitute or will be deemed
                                            as a Disposal of, any part of the GFL Shares;



 


		(b)	he
                                            shall procure that GFL does not directly or indirectly, sell, contract to sell, offer, realise,
                                            transfer, assign, pledge, grant any option or right to purchase, grant any security over,
                                            encumber or otherwise dispose of (“GFL Shares Disposal”) or enter into
                                            a transaction or agreement that will directly or indirectly constitute or will be deemed
                                            as a GFL Shares Disposal of, any part of the shares in the Borrower held by GFL resulting
                                            in GFL holding less than fifty-one per cent (51%) of the total issued and paid-up
                                            share capital of the Borrower; and



 


		(c)	he
                                            has no intention to apply for permanent residency or citizenship in any country and that
                                            he shall give notice to the Lender in writing immediately prior to applying for any permanent
                                            residency or citizenship.



 




    	33 



     


    

 


		5	NON-COMPETITION



 


The
Guarantor shall not prove in competition with the Lender for any moneys owing by the Borrower to the Guarantor on any account whatsoever
and/or in respect of any moneys due or owing from the Borrower to the Lender but will give the Lender the full benefit of any proof which
the Guarantor may be able to make in the bankruptcy or winding up or liquidation of the Borrower or in any arrangement or composition
with creditors until the Lender shall have received payment in full of the Guaranteed Liabilities.


 


		6	SUBORDINATION



 


Any
indebtedness of the Borrower now or hereafter held by the Guarantor shall be fully subordinated to the Guaranteed Liabilities and such
indebtedness of the Borrower to the Guarantor if the Lender so requires shall be collected, enforced and received by the Guarantor as
trustee for the Lender and shall be paid over to the Lender on account of the Guaranteed Liabilities but without reducing or affecting
in any manner the Guarantor’s liability under this Guarantee until all the Guaranteed Liabilities have been fully paid to the Lender
and fully discharged.


 


		7	NO
                                            SECURITY TAKEN



 


The
Guarantor declares that he has not taken and undertakes not to take, directly or indirectly, from the Borrower in respect of its liabilities
and obligations hereunder, any security of any nature whatsoever whereby the Guarantor or any person claiming under the Guarantor might
in the Borrower’s bankruptcy or winding up or liquidation increase the proofs in such bankruptcy or liquidation or diminish the
assets available for distribution to the Lender’s detriment. In the event any security is or may hereafter be held by the Guarantor
from the Borrower in respect of its liabilities or obligations hereunder, the same shall be held on trust for the Lender and as security
for the Guarantor’s liabilities and obligations hereunder and handed to the Lender forthwith.


 


		8	FURTHER
                                            ASSURANCE 



 


The
Guarantor will execute and deliver to the Lender any deed or document, or do any other act or thing, which the Lender may reasonably
request in connection with and to give effect to the transactions contemplated under this Guarantee.


 


		9	NON
                                            WAIVER 



 


No
failure on the Lender’s part to exercise, and no delay in exercising, any right hereunder or under the CLA shall operate as a waiver
thereof, nor shall any single or partial exercise of any right preclude any other or further exercise thereof or the exercise of any
other right. The Lender’s rights and remedies provided herein and in the CLA are cumulative and are in addition to, and not exclusive
of, any rights or remedies provided by law. The Lender’s rights hereunder against the Guarantor and under the CLA against any party
thereto are not conditional or contingent on any attempt by the Lender to exercise any of its rights hereunder or under the CLA.


 


		10	NOTICE



 


		10.1	Any
                                            notice required to be given by a Party to the other Party shall be in writing, signed by
                                            or on behalf of the Party giving it, and in the English language. It shall be deemed validly
                                            served by hand delivery or by electronic mail or by prepaid post or by a recognised courier
                                            service sent to the address or electronic mail address of the Parties given herein or such
                                            other address or electronic mail address as may from time to time be notified for this purpose.
                                            The initial addresses and electronic mail addresses of the Parties are:



 




    	34 



     


    

 


	Guarantor

     

	Address

     
	:	[*****]
	Email
    address	:
    	[*****]


 


	Lender

     

	Address

     
	:	53
    Ubi Crescent, Singapore 408594
	Email
    address	:
    	[*****]
	Attention	:	[*****],
    Legal Department


 


		10.2	Unless
                                            there is evidence that a notice or communication was received earlier, any such notice or
                                            communication shall be deemed to have been served:



 


		(e)	if
                                            delivered by hand, at the time of delivery;



 


		(f)	if
                                            posted by prepaid ordinary mail, at the expiration of three (3) business days after the envelope
                                            containing the same shall have been put into the post;



 


		(g)	if
                                            sent by electronic mail, upon receipt by the sender of an automated message confirming delivery
                                            or one (1) business day after the date of transmission (as recorded on the device from which
                                            the sender sent the electronic mail) unless the sender receives an automated message that
                                            the electronic mail has not been delivered; or



 


		(h)	if
                                            sent by courier, at the expiration of two (2) business days after the package containing
                                            the same shall have been received by the relevant courier company.



 


		10.3	In
                                            proving such service it shall be sufficient to prove that delivery by hand was made or that
                                            the envelope containing such notice or document was properly addressed and posted as a prepaid
                                            ordinary mail letter or that the electronic mail was properly addressed or, as the case may
                                            be, the package containing such notice or document was properly addressed and sent to the
                                            relevant courier company.



 


		11	SEVERABILITY



 


If
a provision of this Guarantee is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect (a) the validity
or enforceability in that jurisdiction of any other provision of this Guarantee; or (b) the validity or enforceability in other jurisdictions
of that or any other provision of this Guarantee.


 


		12	ASSIGNMENT
                                            



 


		12.1	This
                                            Guarantee shall enure to the benefit of the Lender and its successors and assigns, and the
                                            obligations of the Guarantor under this Guarantee shall be binding on the Guarantor and the
                                            Guarantor’s successors and assigns notwithstanding any changes in the constitution
                                            or status of the Lender or any of its successors and assigns.



 


		12.2	The
                                            Guarantor may not assign his rights or transfer his obligations under this Guarantee.



 


		12.3	The
                                            Lender may at any time assign and transfer to any person all or any part of the Lender’s
                                            rights and benefits under this Guarantee without the consent of the Guarantor or any other
                                            person and in that event, this Guarantee shall thereafter be read and construed and shall
                                            have effect as if the assignee were a party hereto to the intent that the assignee shall
                                            have the same rights against the Guarantor as it would have had if it had been an original
                                            party hereto.



 




    	35 



     


    

 


		13	CONTRACTS
                                            (RIGHT OF THIRD PARTIES) ACT (CHAPTER 53B) OF SINGAPORE



 


Nothing
in this Guarantee is intended to grant any third party any right to enforce any term of this Guarantee or to confer on any third party
any benefits under this Guarantee for the purposes of the Contracts (Rights of Third Parties) Act (Chapter 53B) of Singapore and any
re-enactment thereof, the application of which legislation is hereby expressly excluded.


 


		14	GOVERNING
                                            LAW AND JURSIDICTION 



 


This
Guarantee shall be governed by and construed in accordance with the laws of Singapore and the Parties agree to submit to the non-exclusive
jurisdiction of the courts thereof.


 




    	36 



     


    

 


IN
WITNESS WHEREOF the Guarantor has executed this Guarantee as a deed on the date stated at the beginning.


 


	SIGNED,
    SEALED AND DELIVERED BY)	/s/
    CHOO CHEE KONG
	CHOO
    CHEE KONG	)
	 	 


 




    	37 



     


    

 


SCHEDULE
5


 


CORPORATE
GUARANTEE 


 


DEED
OF GUARANTEE


 


THIS
DEED OF GUARANTEE (“Guarantee”) is issued this 10 day of DEC 2019  by


 


		(1)	MESSIAH
                                            LIMITED (Company Registration No. 1418237), a company incorporated in the British Virgin
                                            Islands and having its office at P.O. Box 957, Offshore Incorporations Centre, Road Town,
                                            Tortola, British Virgin Islands (the “Guarantor”);



 


IN
FAVOUR of


 


		(2)	MDR
                                            LIMITED (Company Registration No. 200009059G), a company incorporated in Singapore and
                                            having its registered office at 53 Ubi Crescent, Singapore 408594 (the “Lender”),
                                            



 


(each,
a “Party”, and collectively, the “Parties”).


 


WHEREAS



 


		(C)	Cytomed
                                            Therapeutics Pte. Ltd. (Company Registration No. 201808327H) (the “Borrower”)
                                            is a medical research and medical technologies development company incorporated in Singapore,
                                            focusing on translating patented technologies into immunotherapeutics for a wide range of
                                            cancers and the development of cellular therapeutics.



 


		(D)	Pursuant
                                            to the CLA (as defined herein), the Lender has agreed to provide the Borrower a loan of a
                                            principal amount of S$1,500,000 (“Loan”). Choo Chee Kong, a director of
                                            the Borrower and the legal and beneficial owner of fifty-five per cent (55%) of the total
                                            issued and paid-up share capital of Glorious Finance Limited (BVI Company Registration No.
                                            395433), a company incorporated in the British Virgin Islands and the controlling shareholder
                                            of the Borrower, is the legal and beneficial owner of fifty-one per cent (51%) of the total
                                            issued and paid-up share capital of the Guarantor. Further to the terms of the CLA, the Guarantor
                                            is to provide this Guarantee in favour of the Lender for the Lender’s grant of the
                                            Loan to the Borrower.



 


		(C)	It
                                            is a condition precedent of the CLA that the Guarantor enter into this Guarantee in favour
                                            of the Lender as security for the Guaranteed Liabilities (as defined below).



 


IT
IS HEREBY AGREED as follows:


 


1       INTERPRETATION


 


In
this Guarantee, unless stated otherwise or the context otherwise requires, the following words and expressions shall have the meanings
as set out below:


 


“CLA”
means the convertible loan agreement dated  10 Dec 2019 entered into between the Lender and the Borrower in respect of the Loan, as
may be amended or supplemented from time to time;


 


“Guaranteed
Liabilities” means all present and future obligations and liabilities (whether actual or contingent and whether owed jointly
or severally or in any other capacity whatsoever) of the Borrower to the Lender under the CLA, including but not limited to the repayment
by the Borrower of the Loan together with all accrued interests, to the Lender; and


 


“Losses”
means all losses (including any consequential losses, loss of profit or diminution in value), liabilities, damages, settlement sums,
costs (including legal costs and experts’ and consultants’ fees on a full indemnity basis), charges, expenses, actions, proceedings,
claims and demands, whether foreseeable or not.


 


Any
other term used in this Guarantee which is not otherwise defined herein shall have the meaning ascribed thereto in the CLA.


 




    	38 



     


    

 


2       GUARANTEE


 


		2.7	The
                                            Guarantor hereby irrevocably, unconditionally, and as principal obligor:



 


		(a)	guarantees
                                            to the Lender the due and punctual performance by the Borrower of all its obligations under
                                            the CLA;



 


		(b)	undertakes
                                            to the Lender that whenever the Borrower does not pay any amount when due to the Lender (in
                                            particular the Loan or interest thereon) under or in connection with the CLA, that the Guarantor
                                            shall forthwith on demand by the Lender pay that amount as if the Guarantor instead of the
                                            Borrower were expressed to be the principal obligor;



 


		(c)	indemnifies
                                            the Lender on demand against any loss or liability suffered by the Lender, from time to time,
                                            in connection with or as a direct or indirect result of:



 


		(iv)	the
                                            Borrower failing to pay any amount expressed to be payable under the CLA on the date when
                                            it ought to have been paid;



 


		(v)	any
                                            breach, default or failure by the Borrower to duly and punctually perform and observe any
                                            of its obligations under the CLA; and



 


		(vi)	any
                                            obligation guaranteed by the Guarantor being or becoming void, voidable, unenforceable, invalid
                                            or illegal as against the Borrower for any reason whatsoever, whether or not known to the
                                            Lender; and



 


		(d)	agrees
                                            with the Lender that if, for any reason, any amount claimed by the Lender under this Clause
                                            2.1 is not recoverable on the basis of a guarantee, the Guarantor will be liable to indemnify
                                            the Lender against any and all Losses the Lender incurs as a result of a failure by the Borrower
                                            to make any form of payment pursuant to the CLA in accordance with the terms therein.



 


		2.8	This
                                            Guarantee is a continuing guarantee and shall remain in full force and effect until the Guaranteed
                                            Liabilities have been fully and irrevocably paid, discharged, satisfied in full and/or performed
                                            in accordance with the CLA, regardless of any intermediate payment or discharge in part.



 


		2.9	Reinstatement



 


		2.9.1	The
                                            obligations of the Guarantor under this Guarantee will not be affected by any act, omission,
                                            matter or thing which, but for this provision, would reduce, release or prejudice any of
                                            its obligations under this Guarantee or prejudice or diminish those obligations in whole
                                            or in part. Without limiting the generality of the foregoing, where any discharge (whether
                                            in respect of the obligations of Borrower (including the Guaranteed Liabilities) or any security
                                            or other guarantee for those obligations or otherwise) is made in whole or in part or any
                                            arrangement is made on the faith of any payment, security or other disposition which is avoided
                                            or must be restored on insolvency, liquidation or otherwise without limitation, the liability
                                            of the Guarantor under this Clause 2 shall continue as if the discharge or arrangement had
                                            not occurred.



 


		2.9.2	The
                                            Lender may concede or compromise any claim that any payment, security or other disposition
                                            is liable to avoidance or restoration.



 


		2.10	The
                                            Guarantor hereby irrevocably and unconditionally waives any right it may have of first requiring
                                            the Lender to proceed against or enforce any other rights or security or claim payment from
                                            any person before claiming from the Guarantor under this Clause 2.



 


		2.11	This
                                            Guarantee is in addition to and is not in any way prejudiced by any other security now or
                                            subsequently held by the Lender.



 




    	39 



     


    

 


		2.12	The
                                            obligations of the Guarantor under this Guarantee shall be absolute and unconditional and
                                            in addition to the other provisions of this Guarantee, shall not be abrogated, prejudiced,
                                            affected, discharged, released or limited in any way by reason of:



 


		(l)	any
                                            time, forbearance, concession, compounding, compromise, variation, renewal, release, discharge,
                                            waiver or any other advantage or indulgence granted (explicitly or by conduct or otherwise)
                                            by the Lender to the Borrower or the Guarantor;



 


		(m)	the
                                            Lender failing, neglecting or deciding not to recover the moneys hereby guaranteed or any
                                            part thereof by the realisation of any collateral or other security or in any manner otherwise;



 


		(n)	any
                                            acquiescence, delay, acts, omissions, mistakes on the part of the Lender or any other person;



 


		(o)	the
                                            release of the Borrower or the Guarantor or any other person under the terms of any composition
                                            or arrangement;



 


		(p)	the
                                            taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to
                                            perfect, take up or enforce, any rights against, or security over assets of, the Borrower
                                            or the Guarantor or any other person;



 


		(q)	any
                                            non-presentation or non-observance of any formality or other requirement in respect of any
                                            instrument or any failure to realise the full value of any security;



 


		(r)	any
                                            variation or amendment (however fundamental) of any terms and conditions to the CLA or this
                                            Guarantee with or without notice to the Guarantor, replacement or release of the CLA or this
                                            Guarantee or any other document or security (including without limitation, any increase,
                                            decrease, extension, renewal or re-structure in any manner whatsoever of the Loan and/or
                                            interest payable thereon) so that references to the CLA or this Guarantee in this Clause
                                            2 shall include each variation or replacement;



 


		(s)	any
                                            incapacity or lack of authority or legal personality of or dissolution or change in the members
                                            or status of the Borrower or the Guarantor or any other person to execute or perform this
                                            Guarantee;



 


		(t)	any
                                            unenforceability, illegality or invalidity of any obligation of any person under the CLA
                                            or this Guarantee or any other document or security, to the intent that the Guarantor’s
                                            obligations under this Clause 2 shall remain in full force and their guarantee be construed
                                            accordingly, as if there were no unenforceability, illegality or invalidity;



 


		(u)	any
                                            postponement, discharge, reduction, non-provability or other similar circumstance affecting
                                            any obligation of the Borrower or the Guarantor under the CLA or this Guarantee resulting
                                            from any insolvency, liquidation or dissolution proceedings or from any law, regulation or
                                            order so that each such obligation shall for the purposes of the Guarantor’s obligations
                                            under this Clause 2 be construed as if there were no such circumstance; or



 


		(v)	any
                                            winding-up (whether voluntary or compulsory), insolvency, amalgamation or reconstruction
                                            or similar proceedings of, or against, the Borrower or the Guarantor.



 


		15	PAYMENTS



 


		15.1	All
                                            payments by the Guarantor under this Guarantee shall be made to the Lender to the Lender’s
                                            account at such office or bank as the Lender may notify to the Guarantor for this purpose.



 


		15.2	Any
                                            amount under this Guarantee payable in respect of any other amount payable under the CLA
                                            is payable under this Guarantee in the same currency as that other amount.



 


		15.3	All
                                            sums payable or made by the Guarantor under this Guarantee shall be made without set-off,
                                            counterclaim, deduction or withholding.



 




    	40 



     


    

 


		15.4	If
                                            any tax or amounts in respect of tax must be deducted, or any other deductions must be made,
                                            from any amounts payable or paid by the Guarantor under this Guarantee, the sum payable by
                                            the Guarantor under this Guarantee shall be increased to such sum so as to ensure that the
                                            net amount received by the Lender shall be equal to the full amount which the Lender would
                                            have received had no such deduction or withholding been made or required to be made.



 


		15.5	For
                                            all purposes, including legal proceedings, a copy of any statement or notification signed
                                            by any of the Lender’s officers, specifying the amount of the Guaranteed Liabilities
                                            shall, in the absence of manifest error, be accepted by the Guarantor as conclusive evidence
                                            of the Guaranteed Liabilities.



 


		16	REPRESENTATIONS,
                                            WARRANTIES AND UNDERTAKINGS 



 


		16.1	The
                                            Guarantor represents and warrants to the Lender that:



 


		(e)	it
                                            is duly incorporated and validly existing under the laws of the British Virgin Islands;



 


		(f)	it
                                            has the power to enter into, exercise its rights and perform and comply with its obligations
                                            under this Guarantee;



 


		(g)	this
                                            Guarantee constitutes legal, valid and binding obligation enforceable against it in accordance
                                            with its terms, and the execution and delivery of, and the performance by it of its obligations
                                            under, this Guarantee will not result in



 


		(i)	a
                                            breach of its memorandum and articles of association or the equivalent constitutive documents;



 


		(ii)	an
                                            infringement of, or a default under, any instrument, contract, document or agreement, licences,
                                            permits, approvals, authorisations to which it is a party, by which it or its assets are
                                            bound, or which have been granted to it; or



 


		(iii)	a
                                            breach of any law, rule, regulation, ordinance, order, judgment or decree of or undertaking
                                            to any governmental body to which it is a part of by which it or its assets are bound;



 


		(h)	all
                                            authorisations required by it in connection with the entry into, performance, validity and
                                            enforceability of this Guarantee and the transactions contemplated by this Guarantee have
                                            been obtained or effected (as appropriate) and are in full force and effect; and



 


		(i)	as
                                            at the date hereof, it is the legal and beneficial owner of [*****]
                                            ordinary shares in CNMC Goldmine Holdings Limited (Company
                                            Registration No. 201119104K) (“CNMC”), representing approximately eleven
                                            point four five per cent (11.45%) of the total issued and paid-up share capital of CNMC (“CNMC
                                            Shares”). 



 


		16.2	Until
                                            all the Guaranteed Liabilities have been irrevocably paid or discharged in full, the Guarantor
                                            undertakes to the Lender that it shall not, directly or indirectly, sell, contract to sell,
                                            offer, realise, transfer, assign, pledge, grant any option or right to purchase, grant any
                                            security over, encumber or otherwise dispose of (“Disposal”) or enter
                                            into a transaction or agreement that will directly or indirectly constitute or will be deemed
                                            as a Disposal of, any part of the CNMC Shares resulting in it holding less than five per
                                            cent (5%) of the total and issued paid-up share capital of CNMC.



 


		17	NON-COMPETITION



 


The
Guarantor shall not prove in competition with the Lender for any moneys owing by the Borrower to the Guarantor on any account whatsoever
and/or in respect of any moneys due or owing from the Borrower to the Lender but will give the Lender the full benefit of any proof which
the Guarantor may be able to make in the bankruptcy or winding up or liquidation of the Borrower or in any arrangement or composition
with creditors until the Lender shall have received payment in full of the Guaranteed Liabilities.


 




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		18	SUBORDINATION



 


Any
indebtedness of the Borrower now or hereafter held by the Guarantor shall be fully subordinated to the Guaranteed Liabilities and such
indebtedness of the Borrower to the Guarantor if the Lender so requires shall be collected, enforced and received by the Guarantor as
trustee for the Lender and shall be paid over to the Lender on account of the Guaranteed Liabilities but without reducing or affecting
in any manner the Guarantor’s liability under this Guarantee until all the Guaranteed Liabilities have been fully paid to the Lender
and fully discharged.


 


		19	NO
                                            SECURITY TAKEN



 


The
Guarantor declares that it has not taken and undertakes not to take, directly or indirectly, from the Borrower in respect of its liabilities
and obligations hereunder, any security of any nature whatsoever whereby the Guarantor or any person claiming under the Guarantor might
in the Borrower’s bankruptcy or winding up or liquidation increase the proofs in such bankruptcy or liquidation or diminish the
assets available for distribution to the Lender’s detriment. In the event any security is or may hereafter be held by the Guarantor
from the Borrower in respect of its liabilities or obligations hereunder, the same shall be held on trust for the Lender and as security
for the Guarantor’s liabilities and obligations hereunder and handed to the Lender forthwith.


 


		20	FURTHER
                                            ASSURANCE 



 


The
Guarantor will execute and deliver to the Lender any deed or document, or do any other act or thing, which the Lender may reasonably
request in connection with and to give effect to the transactions contemplated under this Guarantee.


 


		21	NON
                                            WAIVER 



 


No
failure on the Lender’s part to exercise, and no delay in exercising, any right hereunder or under the CLA shall operate as a waiver
thereof, nor shall any single or partial exercise of any right preclude any other or further exercise thereof or the exercise of any
other right. The Lender’s rights and remedies provided herein and in the CLA are cumulative and are in addition to, and not exclusive
of, any rights or remedies provided by law. The Lender’s rights hereunder against the Guarantor and under the CLA against any party
thereto are not conditional or contingent on any attempt by the Lender to exercise any of its rights hereunder or under the CLA.


 


		22	NOTICE
                                            



 


		22.1	Any
                                            notice required to be given by a Party to the other Party shall be in writing, signed by
                                            or on behalf of the Party giving it, and in the English language. It shall be deemed validly
                                            served by hand delivery or by electronic mail or by prepaid post or by a recognised courier
                                            service sent to the address or electronic mail address of the Parties given herein or such
                                            other address or electronic mail address as may from time to time be notified for this purpose.
                                            The initial addresses and electronic mail addresses of the Parties are:



 


	Guarantor

     

	Address

     
	:	[*****]
	Email
    address	:
    	[*****]

     

	Attention	:	Peter
    Choo


 




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	Lender

     

	Address

     
	:	53
    Ubi Crescent, Singapore 408594
	Email
    address	:
    	[*****]
	Attention	:	[*****],
    Legal Department 


 


		22.2	Unless
                                            there is evidence that a notice or communication was received earlier, any such notice or
                                            communication shall be deemed to have been served:



 


		(i)	if
                                            delivered by hand, at the time of delivery;



 


		(j)	if
                                            posted by prepaid ordinary mail, at the expiration of three (3) business days after the envelope
                                            containing the same shall have been put into the post;



 


		(k)	if
                                            sent by electronic mail, upon receipt by the sender of an automated message confirming delivery
                                            or one (1) business day after the date of transmission (as recorded on the device from which
                                            the sender sent the electronic mail) unless the sender receives an automated message that
                                            the electronic mail has not been delivered; or



 


		(l)	if
                                            sent by courier, at the expiration of two (2) business days after the package containing
                                            the same shall have been received by the relevant courier company.



 


		22.3	In
                                            proving such service it shall be sufficient to prove that delivery by hand was made or that
                                            the envelope containing such notice or document was properly addressed and posted as a prepaid
                                            ordinary mail letter or that the electronic mail was properly addressed or, as the case may
                                            be, the package containing such notice or document was properly addressed and sent to the
                                            relevant courier company.



 


		23	SEVERABILITY



 


If
a provision of this Guarantee is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect (a) the validity
or enforceability in that jurisdiction of any other provision of this Guarantee; or (b) the validity or enforceability in other jurisdictions
of that or any other provision of this Guarantee.


 


		24	ASSIGNMENT
                                            



 


		24.1	This
                                            Guarantee shall enure to the benefit of the Lender and its successors and assigns, and the
                                            obligations of the Guarantor under this Guarantee shall be binding on the Guarantor and the
                                            Guarantor’s successors and assigns notwithstanding any changes in the constitution
                                            or status of the Lender or any of its successors and assigns.



 


		24.2	The
                                            Guarantor may not assign its rights or transfer its obligations under this Guarantee.



 


		24.3	The
                                            Lender may at any time assign and transfer to any person all or any part of the Lender’s
                                            rights and benefits under this Guarantee without the consent of the Guarantor or any other
                                            person and in that event, this Guarantee shall thereafter be read and construed and shall
                                            have effect as if the assignee were a party hereto to the intent that the assignee shall
                                            have the same rights against the Guarantor as it would have had if it had been an original
                                            party hereto.



 


		25	CONTRACTS
                                            (RIGHT OF THIRD PARTIES) ACT (CHAPTER 53B) OF SINGAPORE



 


Nothing
in this Guarantee is intended to grant any third party any right to enforce any term of this Guarantee or to confer on any third party
any benefits under this Guarantee for the purposes of the Contracts (Rights of Third Parties) Act (Chapter 53B) of Singapore and any
re-enactment thereof, the application of which legislation is hereby expressly excluded.


 


		26	GOVERNING
                                            LAW AND JURSIDICTION 



 


This
Guarantee shall be governed by and construed in accordance with the laws of Singapore and the Parties agree to submit to the non-exclusive
jurisdiction of the courts thereof.


 




    	43 



     


    

 


IN
WITNESS WHEREOF the Guarantor has executed this Guarantee as a deed on the date stated at the beginning.


 


	EXECUTED
    AND DELIVERED AS A DEED BY	)
    /s/ CHOO CHEE KONG
	CHOO
    CHEE KONG	)
	for
    and on behalf of	)
	MESSIAH
    LIMITED	)


 




    	44 



     


    

 


SCHEDULE
6


 


STATUTORY
DECLARATION


 


OATHS
AND DECLARATIONS ACT (Chapter 211)


 


STATUTORY
DECLARATION


 


I,
CHOO CHEE KONG (NRIC No. [*****]) of [*****], do solemnly and sincerely declare that, as at the date of this declaration:


 


		1.	I
                                            have no third party loan(s) (including loan(s) from family member(s)/relative(s)) in my personal
                                            capacity.



 


		2.	I
                                            have not furnished any personal guarantee to any third party save for the deed of personal
                                            guarantee issued in favour of Hong Leong Bank Berhad in relation to the RM2 million loan
                                            to Cytomed Therapeutics (Malaysia) Sdn. Bhd., which has been applied towards the purchase
                                            of the office/lab premises situated at No.12 Jalan Permas 9/16, Bandar Baru Permas Jaya,
                                            81700 Johor.



 


		3.	There
                                            are no current, pending or threatened bankruptcy, lawsuit(s), legal claim(s) or other administrative
                                            proceeding(s) against me.



 


		4.	I
                                            have no intention to apply for permanent residency or citizenship of any country.



 


		5.	I
                                            am the legal and beneficial owner of at least 55% of the total issued and paid-up share capital
                                            of Glorious Finance Limited (BVI Co. Reg. No. 395433).



 


		6.	I
                                            am the legal and beneficial owner of at least 51% of the total issued and paid-up share capital
                                            of Messiah Limited (BVI Co. Reg. No. 1418237).



 


And
I make this solemn declaration by virtue of the provisions of the Oaths and Declarations Act (Cap. 211) of Singapore, and subject to
the penalties provided by that Act for the making of false statement in statutory declarations, conscientiously believing the statements
contained in this declaration to be true in every particular.


 


	Declared
    in Singapore	)	 
	by
    the abovenamed CHOO CHEE KONG	)	 
	on
    this 10th day of December 2019	)	/s/
    CHOO CHEE KONG
	 	 	(Signature)


 


	 	 
	 	Before
    me,
	 	 
	 	/s/
    Harry Sim Kwang Thiam
	 	Name:
    Harry Sim Kwang Thiam
	 	License
    Number: C2019 / 0352
	 	 A
    Commissioner for Oaths 


 




    	45 



     


    

 


IN
WITNESS WHEREOF the parties have duly executed this Agreement as of the date written above.


 


	 	 	 
	THE
    BORROWER	 	 
	 	 	 
	SIGNED
    by	)	/s/
    CHOO CHEE KONG
	CHOO
    CHEE KONG	)	 
	for
    and on behalf of	)	 
	CYTOMED
    THERAPEUTICS PTE. LTD.	)	 
	 	 	 
	 	 	 
	 	 	 
	THE
    LENDER	 	 
	 	 	 
	SIGNED
    by	)	/s/
    Authorized Signatory
	for
    and on behalf of	)	 
	MDR
    LIMITED	)	 


 




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