Exhibit
10.8


 


 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. 


 


Landmark
Medical Centre Sdn Bhd 


(Malaysian
company with registration no. 350925H)


 


Founding
Shareholders


 


And


 


CytoMed
Therapeutics Pte Ltd 


(Singapore
company with registration no. 201808327H)


 


CytoMed
Therapeutics (Malaysia) Sdn Bhd 


(Malaysian
company with registration no. 1074609M)


 





 






 


Investment
Agreement


Dated
: 20th January 2020





 





 



 




    	 



     


    

 


Contents


 




	1.	Definitions	3
	2.	Purpose
    of Funds	7
	3.	Conditions
    Precedent	8
	4.	Joint
    and Entire; Not Several	10
	5.	Subscription
    and Closing	10
	6.	Representations
    and Warranties	11
	7.	Undertakings
    of the Company	16
	8.	Miscellaneous	18
	 	Signatures	21



 


	Schedule
    1	22
	Tranches
    & Milestones	 
	 	 
	Schedule
    2	23
	Shareholders
    Agreement	 
	 	 
	Schedule
    3	24
	Waivers	 
	 	 
	Schedule
    4	25
	Disclosure
    Letter	 
	 	 
	Schedule
    5	26
	Statutory
    Declaration	 
	 	 
	Schedule
    6	29
	Founder
    Undertakings	 
	 	 
	Schedule
    7	33
	Completion
    Certificate	 





 




    	2



     


    

 


This
Agreement (“Agreement”) is made on 20th January 2020


 


Between:


 


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



 


(each
a “Party” and together the “Parties”).


 


Recitals:


 


		(A)	CytoMed
                                            Singapore desires to subscribe for New Shares in the Company which will account for up to
                                            20.0% of the enlarged ordinary shares of the Company, and the Company desires to issue and
                                            allot the New Shares to CytoMed Singapore pursuant to the terms of this Agreement.
	 	 	 
		(B)	The
                                            purpose of this Agreement is to foster a strategic partnership between the Parties, in particular
                                            to set up the first Chimeric Antigen Receptor T Cell (“CAR T”) therapy
                                            medical centre in Malaysia under a trademarked brand which for the time being shall be known
                                            as Advance Cancer Centre, and to be owned equally by the Company and CytoMed Singapore.
	 	 	 
		(C)	CytoMed
                                            Malaysia is a wholly-owned subsidiary of CytoMed Singapore and will execute all businesses
                                            as directed by the latter.



 


Agreed
Terms:


 


	1.	Definitions



 


	1.1	In
                                            this Agreement and the Schedules, the following words and phrases shall have the following
                                            meanings set out below, unless the context requires otherwise:



 


“Agreement
Date” means the date of this Agreement;


 


“Business
Day” means a day, other than a Saturday, a Sunday or a gazetted public holiday in Malaysia, where banks in Malaysia are open
in the ordinary course of business;


 




    	3



     


    

 


“Closing
1” means the closing of the first tranche of the subscription and purchase, and the allotment and issue of the New Shares in
accordance with this Agreement;


 


“Closing
2” means the closing of the second tranche of the subscription and purchase, and the allotment and issue of the New Shares
in accordance with this Agreement;


 


“Closing
3” means the closing of the third tranche of the subscription and purchase, and the allotment and issue of the New Shares in
accordance with this Agreement;


 


“Closing
Place and Time” means a time and place, on the relevant date, as agreed between the Parties;


 


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


 


“Disclosure
Letter” means a disclosure letter substantially in the form attached in Schedule 4 (Disclosure Letter);


 


“Encumber”
means, with respect to any shares, the creation of any security interest, charge, mortgage, pledge, lien or other encumbrance affecting
title to, ownership of or possession of such shares, and the terms “Encumbering” and “Encumbrance”
have correlative meanings;


 


“Founder
Undertakings” means the non-compete undertakings substantially in the form attached in Schedule 6 (Founder Undertakings);


 


“Founding
Shareholders” means each or any of:


 


	 	Founding
    Shareholders	 	Malaysia
    NRIC
	(a)	Ong
    Ah Huay	 	[*****]
    
	(b)	Lucas
    Luk Tien Wee	 	[*****]
    
	(c)	Louisa
    Luk Tien Sze	 	[*****]
    
	(d)	Lincoln
    Luk Tien Wen	 	[*****]
    


 


“Investor”
means CytoMed Singapore;


 


“JV
Bank Account” means the banking account which requires both signatories to operate, one each from the Founding Shareholders
and the nominee director of CytoMed;


 


“Long
Stop Date” means the long stop date so stated in Schedule 1 (Tranches & Milestones) applicable to the relevant investment
tranche milestone, or such later date as the Parties may agree in writing;


 


“M&A”
means the Company’s memorandum and articles of association for time being;


 


“New
Funds” means the cash proceeds from the New Shares;


 




    	4



     


    

 


“New
Shares” means the new ordinary shares pro rata to be issued by the Company to the Investor which will account for up to 20.0%
of the enlarged ordinary shares of the Company;


 


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


 


“Present
Business” means the Company’s business presently carried on, being that of a general hospital;


 


“Representations
and Warranties” means each of the Company’s and each Founding Shareholders’ representations and warranties as stated
in Clause 6 (Representations and Warranties);


 


“Shares”
means ordinary shares of the Company of any class or type;


 


“Shareholders”
means the shareholders of the Company for time being;


 


“Shareholders
Agreement” means the shareholders agreement substantially in the form attached in Schedule 2 (Shareholders Agreement);


 


“Statutory
Declaration” means a statutory declaration substantially in the form attached in Schedule 5 (Statutory Declaration);


 


“Tranche
1 Conditions Precedent”, “Tranche 2 Conditions Precedent” and “Tranche 3 Conditions Precedent”
have the meanings given to them in Clause 3 (Conditions Precedent);


 


“Tranche
1 Milestones” means the milestones so identified in Schedule 1 (Tranches and Milestones);


 


“Tranche
2 Milestones” means the milestones so identified in Schedule 1 (Tranches and Milestones);


 


“Tranche
3 Milestones” means the milestones so identified in Schedule 1 (Tranches and Milestones); and


 


“Waivers”
means the waivers of pre-emption rights substantially in the form attached in Schedule 3 (Waivers).


 




    	5



     


    

 


	1.2	Interpretation



 


Unless
the context requires otherwise, any reference in this Agreement to:


 


		(a)	“applicable
                                            law” includes without limitation:



 


		(i)	applicable
                                            case laws, statutes, decrees, acts, codes, legislation, treaties, conventions and similar
                                            instruments, and all statutory instruments or orders made pursuant to any of them (as applicable),
                                            and in each case, as amended, extended, re-enacted or consolidated from time to time, whether
                                            before or after the Agreement Date; and
	 	 	 
		(ii)	applicable
                                            orders, guidelines, notices, guidance, rules and regulations from time to time of any state,
                                            government or government entity;



 


		(b)	the
                                            singular includes the plural and vice versa;
	 	 	 
		(c)	any
                                            one gender includes all genders;
	 	 	 
		(d)	a
                                            “person” includes natural persons, bodies corporate, government, state
                                            or agency of a state, unincorporated association, trust or partnership (whether or not having
                                            separate legal personality);
	 	 	 
		(e)	an
                                            “Affiliate” of any person means any party which controls, is controlled
                                            by or under common control of that person, whether directly or indirectly, and “controls”
                                            means the ownership of 51% or more of the voting or other controlling interests in the subject
                                            person and/or the ability to control in fact the business and affairs of the subject person;
	 	 	 
		(f)	“clause”
                                            refers to a clause in the main body of this Agreement, and “paragraph”
                                            refers to a paragraph in the Schedules;
	 	 	 
		(g)	“RM
                                            or Ringgit” means the lawful currency for time being of Malaysia; and
	 	 	 
		(h)	this
                                            “Agreement” is a reference to this agreement as amended, supplemented
                                            or otherwise altered or novated from time to time.



 


	1.3	Recitals
                                            and Schedules



 


		(a)	Recitals
                                            form part of this Agreement as if set out here.



 


		(b)	The
                                            following Schedules form part of this Agreement as if set out here:



 


	 	Schedule
  1	-	Tranches
  & Milestones
	 	Schedule
  2	-	Shareholders
  Agreement
	 	Schedule
  3	-	Waivers
	 	Schedule
  4	-	Disclosure
  Letter
	 	Schedule
  5	-	Statutory
  Declaration
	 	Schedule
  6	-	Founders
  Undertakings
	 	Schedule
  7	-	Completion
  Certificate




 




    	6



     


    

 


	1.4	Third
                                            Party Rights



 


A
person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 for time being in force
to enforce or enjoy the benefit of any term of this Agreement.


 


	1.5	Headings



 


Headings
of Clauses and paragraphs are included in this Agreement for the purposes of information and convenience only. They shall not affect
the meaning of or be used in interpreting the terms of this Agreement.


 


	1.6	Time



 


		(a)	If
                                            the date for the performance of any obligation or payment of any amount pursuant to this
                                            Agreement falls on a day which is not a Business Day, the performance of the obligation or
                                            payment of the amount shall be made, as the case may be, on the Business Day following immediately.



 


		(b)	The
                                            performance of any obligation or payment of any amount stated to be “on or before”
                                            any day or Business Day shall be construed to mean on or before 5 p.m. of that day or Business
                                            Day.



 


	1.7	The
                                            Company’s Obligations



 


Where
this Agreement provides that the Company “shall” perform an act or is subject to an obligation, each Founding Shareholder
agrees to take all reasonable action to use all its rights as a shareholder of the Company or as a Director to procure that the Company
performs that act or complies with that obligation, including:


 


		(a)	calling
                                            (if necessary) and attending all shareholders meetings and passing the necessary resolutions
                                            to cause the Company to perform that act or comply with that obligation;



 


		(b)	as
                                            a Director taking all necessary action to procure that the Company performs that act or complies
                                            with that obligation; and/or



 


		(c)	instructing
                                            or otherwise causing its nominated directors (if any) to take all necessary action to procure
                                            that the Company performs that act or complies with that obligation.



 


	2.	Purpose
                                            of Funds



 


The
Company and each Founding Shareholder agrees and undertakes the New Funds under this Agreement shall be used for the Permitted Purpose
and no other purpose. To this end, the Parties will set up a joint banking account for the New Funds with an authorised signatory from
each Party so that all payments are to be jointly approved (“JV Bank Account”).


 




    	7



     


    

 


	3.	Conditions
                                            Precedent



 


	3.1	Each
                                            of the following describes a “Tranche 1 Condition Precedent”:



 


		(a)	the
                                            Representations and Warranties are true on the date of Closing 1 with the same effect as
                                            though the representations and warranties were made on that date;



 


		(b)	the
                                            Company and the Founding Shareholders have performed all acts and complied with all obligations
                                            contained in this Agreement that are required to be performed or complied with by on or before
                                            Closing 1;



 


		(c)	all
                                            requirements under applicable law in connection with the issuance of the New Shares pursuant
                                            to this Agreement are obtained and are in full force and effect on the date of Closing 1;



 


		(d)	all
                                            corporate approvals and resolutions in connection with the transactions contemplated at Closing
                                            1 are obtained and all related documents are reasonably satisfactory in form and substance
                                            to the Investor, and the Investor has received true copies;



 


		(e)	any
                                            necessary amendments to the Company’s M&A are adopted and are in full force and
                                            effect;



 


		(f)	the
                                            Company and each Party have executed and delivered the Shareholders Agreement;



 


		(g)	the
                                            Investor has completed a due diligence review of the Company and the results of the review
                                            are reasonably satisfactory to the Investor;



 


		(h)	the
                                            Tranche 1 Milestone(s) is/are satisfied;



 


		(i)	no
                                            adverse material change to the Company has arisen and is continuing;



 


		(j)	no
                                            change in the shareholding or capital structure of the Company occurring on or before Closing
                                            1;



 


		(k)	each
                                            Founding Shareholder has executed and delivered the Statutory Declaration; and



 


		(l)	all
                                            documents which the Investor reasonably considers necessary or desirable to consummate the
                                            transactions contemplated in this Agreement are executed and delivered.



 


The
obligations of the Investor to subscribe and purchase the New Shares at Closing 1 are subject to the fulfilment or the Investor’s
waiver (in its sole and absolute discretion) of each of the Tranche 1 Conditions Precedent.


 


	3.2	Each
                                            of the following describes a “Tranche 2 Condition Precedent”:



 


		(a)	the
                                            Representations and Warranties are true on the date of Closing 2 with the same effect as
                                            though the representations and warranties were made on that date;



 




    	8



     


    

 


		(b)	the
                                            Company and the Founding Shareholders have performed all acts and complied with all obligations
                                            contained in this Agreement that are required to be performed or complied with by on or before
                                            Closing 2;



 


		(c)	all
                                            requirements under applicable law in connection with the issuance of the New Shares pursuant
                                            to this Agreement are obtained and are in full force and effect on the date of Closing 2;



 


		(d)	all
                                            corporate approvals and resolutions in connection with the transactions contemplated at Closing
                                            2 are obtained and all related documents are reasonably satisfactory in form and substance
                                            to the Investor, and the Investor has received true copies;



 


		(e)	the
                                            Shareholders Agreement remains valid and binding on the Company and the other parties to
                                            that agreement;



 


		(f)	the
                                            Tranche 2 Milestone(s) is/are satisfied;



 


		(g)	no
                                            adverse material change to the Company has arisen and is continuing; and



 


		(h)	all
                                            documents which the Investor reasonably considers necessary or desirable to consummate the
                                            transactions contemplated in this Agreement are executed and delivered.



 


The
obligations of the Investor to subscribe and purchase the New Shares at Closing 2 are subject to the fulfilment or the Investor’s
waiver (in its sole and absolute discretion) of each of the Tranche 2 Conditions Precedent.


 


	3.3	Each
                                            of the following describes a “Tranche 3 Condition Precedent”:



 


		(a)	the
                                            Representations and Warranties are true on the date of Closing 3 with the same effect as
                                            though the representations and warranties were made on that date;



 


		(b)	the
                                            Company and the Founding Shareholders have performed all acts and complied with all obligations
                                            contained in this Agreement that are required to be performed or complied with by on or before
                                            Closing 3;



 


		(c)	all
                                            requirements under applicable law in connection with the issuance of the New Shares pursuant
                                            to this Agreement are obtained and are in full force and effect on the date of Closing 3;



 


		(d)	all
                                            corporate approvals and resolutions in connection with the transactions contemplated at Closing
                                            3 are obtained and all related documents are reasonably satisfactory in form and substance
                                            to the Investor, and the Investor has received true copies;



 


		(e)	the
                                            Shareholders Agreement remains valid and binding on the Company and the other parties to
                                            that agreement;



 


		(f)	the
                                            Tranche 3 Milestone(s) is/are satisfied;



 




    	9



     


    

 


		(g)	no
                                            adverse material change to the Company has arisen and is continuing; and



 


		(h)	all
                                            documents which the Investor reasonably considers necessary or desirable to consummate the
                                            transactions contemplated in this Agreement are executed and delivered.



 


The
obligations of the Investor to subscribe and purchase the New Shares at Closing 3 are subject to the fulfilment or the Investor’s
waiver (in its sole and absolute discretion) of each of the Tranche 3 Conditions Precedent.


 


	3.4	This
                                            Agreement shall immediately terminate upon the Investor’s notice if the relevant conditions
                                            precedent are not satisfied or waived on or before the applicable Long Stop Date.
	 	 
	3.5	Notwithstanding
                                            the above, the Investor reserves the right to discontinue with subsequent tranche(s) after
                                            Closing 1.



 


	4.	Joint
                                            and Entire; Not Several



 


	4.1	(a)	The
                                            obligations of the Investor under this Agreement are joint and entire, and not
                                            several.






 


		(b)	The
                                            closure of a tranche of investment is conditional upon the closing of the tranche immediately
                                            prior. The failure to close any tranche of investment shall release the Investor from the
                                            next and all other subsequent tranches.



 


		(c)	The
                                            obligations of the Founding Shareholders under this Agreement shall be joint and several.



 


	5.	Subscription
                                            and Closing



 


	5.1	Subject
                                            to and upon the terms of this Agreement, the Investor agrees to subscribe for and purchase,
                                            and the Company agrees to sell, allot and issue the New Shares to the Investor, as detailed
                                            in Schedule 1.
	 	 
	5.2	At
                                            each closing the Company and the Founding Shareholders shall deliver to the Investor the
                                            following:



 


		(a)	original
                                            Waivers, substantially in the form set out in Schedule 3, in respect of the issue of the
                                            New Shares duly executed by each of the Shareholders,
	 	 	 
		(b)	original
                                            share certificates, issued by the Company, in respect of the relevant subscription shares;
	 	 	 
		(c)	all
                                            documents contemplated in the conditions precedent described in Clause 3 of this Agreement,
                                            in form and substance reasonably acceptable to the Investor; and



 




    	10



     


    

 


		(d)	such
                                            signed confirmations or other documents required by the Investor, including but not limited
                                            to the completion certificate set out in Schedule 7, in such format as determined by the
                                            Investor at its discretion, confirming that the relevant conditions precedent detailed in
                                            Clause 5 have been fulfilled as at the respective closing dates, and the representations
                                            and warranties are true and correct as at the respective closing dates.



 


	5.3	(a)	Subject
                                            to the satisfaction or waiver of the Tranche 1 Conditions Precedent,Closing 1 shall take
                                            place on the [*****] Business Day immediately after Tranche 1 Conditions Precedent
                                            are satisfied or waived, at the Closing Place and Time.






 


		(b)	At
                                            Closing 1 the Company shall allot and issue to the Investor the number of New Shares set
                                            out under Tranche 1 of Schedule 1 and make the deliveries described above.



 


		(c)	In
                                            consideration of the Company’s allotment, issue and delivery, the Investor shall pay
                                            to the Company in cash the amount set out under Tranche 1 of Schedule 1.



 


	5.4	(a)	Subject
                                            to the satisfaction or waiver of the Tranche 2 Conditions Precedent,Closing 2 shall take
                                            place on the [*****] Business Day immediately after Tranche 2 Conditions Precedent
                                            are satisfied or waived, at the Closing Place and Time.






 


		(b)	At
                                            Closing 2 the Company shall allot and issue to the Investor the number of New Shares set
                                            out under Tranche 2 of Schedule 1 and make the deliveries described above.



 


		(c)	In
                                            consideration of the Company’s allotment, issue and delivery, the Investor shall pay
                                            to the Company in cash the amount set out under Tranche 2 of Schedule 1.



 


	5.5	(a)	Subject
                                            to the satisfaction or waiver of the Tranche 3 Conditions Precedent,Closing 3 shall take
                                            place on the [*****] Business Day immediately after Tranche 3 Conditions Precedent
                                            are satisfied or waived, at the Closing Place and Time.






 


		(b)	At
                                            Closing 3 the Company shall allot and issue to an Investor the number of New Shares set out
                                            under Tranche 3 of Schedule 1 and make the deliveries described above.



 


		(c)	In
                                            consideration of the Company’s allotment, issue and deliveries, the Investor shall
                                            pay to the Company in cash the amount set out under Tranche 3 of Schedule 1.



 


		6.	Representations
                                            and Warranties



 


Subject
to any disclosures made in the Disclosure Letter (if any) only to the extent such matter has been disclosed in sufficient detail to enable
a reasonable buyer to identify the nature and scope of the fact, matter or circumstance, each of the Company and the Founding Shareholders
jointly and severally represent and warrant to the Investor that, as at the date of this Agreement and repeated on Closing 1, Closing
2 and Closing 3:


 


		(a)	Organization,
                                            Good Standing and Qualification.



 


The
Company:


 


		(i)	is
                                            duly incorporated, organized, validly existing and in good standing under the laws of Malaysia;



 





    	11



     


    

 


		(ii)	does
                                            not directly or indirectly, legally or beneficially, own any share, equity, membership, partnership
                                            or other ownership interest in any competing businesses;



 


		(iii)	has
                                            all requisite corporate power and authority to carry on its business as now conducted and
                                            as proposed to be conducted;



 


		(iv)	has
                                            all consents, approvals and licences under all applicable laws to carry on its business as
                                            now conducted and as proposed to be conducted, and to own all properties and assets as now
                                            owned and as proposed to be acquired; and



 


		(v)	is
                                            duly qualified to transact business and is in good standing in each jurisdiction in which
                                            the failure to so qualify would or is likely to constitute or cause a material adverse change
                                            to the Company’s business;



 


		(vi)	has
                                            complied with its constitution or other by-laws (if applicable) in all material respects
                                            and none of the activities, agreements, commitments or rights is ultra vires or unauthorised;



 


		(vii)	Capitalization
                                            and Voting Rights. Immediately prior to Closing 1, the paid-up capital of the Company
                                            consists solely of [*****] ordinary shares, all of which are duly and validly issued
                                            and held by the following Shareholders:



 


	Name	 	No.
    of Shares
	Ong
    Ah Huay	 	[*****]
    
	Lucas
    Luk Tien Wee	 	[*****]
    
	Louisa
    Luk Tien Sze	 	[*****]
    
	Lincoln
    Luk Tien Wen	 	[*****]
    
	Total	 	[*****]
    


 


		(b)	No
                                            options and other rights.



 


There
are, in respect and relating to the Company’s shares and other securities:


 


		(i)	no
                                            options, warrants, rights, conversion rights, pre-emptive rights or rights of first refusal;



 


		(ii)	no
                                            agreements of any kind for the purchase or acquisition; and



 


		(iii)	no
                                            liens, claims, or Encumbrances.



 





		(c)	Capacity.
                                            In the case of any Shareholder which is a corporation, it is a corporation validly existing
                                            under the laws of its jurisdiction of incorporation, has corporate power to own its properties
                                            and to conduct its business, has all requisite corporate power and authority to enter into
                                            this Agreement and perform its obligations hereunder and this Agreement constitutes valid
                                            obligations, legally binding on it and enforceable in accordance with its terms.


 




    	12



     


    

 


In
the case of a Shareholder who is an individual, he has the capacity to enter into and perform and comply with his obligations under this
Agreement and his obligations under this Agreement constitute valid obligations, legally binding on him and enforceable in accordance
with its terms;


 


The
Company does not carry out businesses in real estate development, gambling, tobacco-related products, and other activities which are
against public interest;


 


		(d)	Founders’
                                            and Key Management Residence. The Founding Shareholders (whether a natural person or
                                            other entity) and all key management personnel of the Company are ordinarily resident in
                                            Singapore or Malaysia;



 


		(e)	Corporate
                                            Powers, M&A and Other Agreements. The Company’s execution and delivery of this
                                            Agreement and the performance of its obligations under or contemplated by this Agreement
                                            will not violate or exceed its corporate powers, or contravene any provision of its M&A
                                            or any agreement to which it is a party or which is binding upon all or any of its assets,
                                            and the execution, delivery and performance by the Company and the Founding Shareholders
                                            of this Agreement (including the allotment, issuance and delivery of the New Shares) have
                                            been duly authorised by all necessary actions on the part of the Company and the Founding
                                            Shareholders;



 


		(f)	Applicable
                                            laws. All licences, approvals, consents and other requirements under applicable law for
                                            the Company’s and each Founding Shareholders’ execution and delivery of this
                                            Agreement and the performance of all the obligations under or contemplated by this Agreement
                                            have been duly obtained or granted and are in full force and effect;



 


		(g)	No
                                            Encumbrances. Each Founding Shareholder:



 


		(i)	legally
                                            and beneficially owns the full right, title and power to his Shares, free and clear of all
                                            Encumbrances; and



 


		(ii)	has
                                            not granted any options, warrants or any other rights whatsoever in respect of his shares;



 


		(h)	M&A.
                                            The M&A are in full force and effect;



 


		(i)	Title
                                            to Properties. The Company has good, valid and marketable title to all its properties
                                            and assets (real and personal, tangible and intangible), in each case free of all Encumbrances.
                                            All assets owned or used by the Company which are subject to a requirement of licensing or
                                            registration of ownership possession or use are duly licensed or registered in the sole name
                                            of the Company;



 




    	13



     


    

 


		(j)	Litigation.



 


In
respect of the Company and each Founding Shareholders, and each of their properties and assets:


 


		(i)	no
                                            litigation, arbitration, administrative and any other legal proceedings of any nature (including
                                            bankruptcy proceedings, or proceedings for the appointment of a receiver, liquidator, trustee
                                            in bankruptcy or similar officer) has been started or is pending before any court, administrative
                                            body, agency or arbitration or other tribunal;



 


		(ii)	no
                                            notices, orders, judgment or decree of any kind by any court administrative body, agency
                                            or arbitration or other tribunal has been issued or made, whether or not satisfied or discharged;
                                            and



 


		(iii)	to
                                            the best of the Company’s and Founding Shareholder’s knowledge, information and
                                            belief, after due and diligent investigations and enquiries, none of the events described
                                            in clauses 6(l)(i), (ii) and (iii);



 


		(k)	Compliance
                                            with Laws.



 


The
Company, in respect of the issuance, sale and trading of its Shares and the business presently conducted by the Company:


 


		(i)	has
                                            complied and is complying with all applicable laws and regulations and is not in breach of
                                            any laws or regulations;



 


		(ii)	is
                                            not subject to any applicable laws which require extraordinary actions or expenditures which
                                            other similar companies or business are not also subject to;



 


		(iii)	has
                                            made and maintained in effect all filings, licences, permits, approvals, applications and
                                            authorizations required under applicable laws; and



 


		(iv)	there
                                            is no investigation, disciplinary proceeding or enquiry by, or order, decree, decision or
                                            judgment of, any court, tribunal, arbitrator, governmental agency or regulatory body outstanding
                                            or anticipated against the Company or any person for whose acts or defaults it may be vicariously
                                            liable which has had or may have a material adverse effect upon the assets or business of
                                            the Group and there are no circumstances likely to give rise to any such investigation or
                                            enquiry.



 


		(l)	Agreements.
                                            No contract, agreement or commitment has been entered into or incurred by the Company
                                            which is outside its ordinary and proper course of business;



 


		(m)	Accuracy
                                            of Financial Records and Accounts. The financial records and accounts of the Company
                                            are prepared in accordance with generally accepted accounting principles in the relevant
                                            jurisdiction in which the Company is incorporated, and in compliance with all applicable
                                            legislation, are complete and correct in all material respects and accurately reflect in
                                            all material respects the nature, extent and purpose of the assets, liabilities, receipts,
                                            disbursements and transactions recorded;



 




    	14



     


    

 


		(n)	Accuracy
                                            of Information. The Company and Founding Shareholders have fully disclosed in writing
                                            to the Investor all facts relating to the Company which is material for disclosure in the
                                            context of this Agreement. All information, whether oral, written, electronic or in any other
                                            form, provided to the Investor for the purpose and in contemplation of the investments under
                                            this Agreement are true, accurate and complete.



 


		(o)	No
                                            Material Adverse Change.



 


Since
the date of incorporation of the Company:


 


		(i)	there
                                            has been no material adverse change in the business, financial condition, operations or affairs
                                            of the Company; and

                                                                                

	 	 	 
		(ii)	there
                                            has been no declaration or payment of any dividend or other distribution by the Company in
                                            respect of or any direct or indirect retirement, redemption purchase or other acquisition
                                            of, any Shares.



 


		(p)	Debt.



 


The
Company has no debts or other liabilities, whether actual or contingent.


 


		(q)	Intellectual
                                            Property.



 


		(i)	All
                                            rights in all intellectual property and business information owned, used by or otherwise
                                            required for the Company’s business are vested in or validly granted to the Company
                                            and are not subject to any limit as to time or any other limitation, right of termination
                                            or restriction and all renewal fees and steps required for their maintenance or protection
                                            have been paid and taken.



 


		(ii)	All
                                            business information owned, used by or otherwise required for the Company’s business
                                            is in the possession of the Company and the Company is not a party to any confidentiality
                                            or other agreement or subject to any duty which restricts the free use or disclosure of any
                                            business information.



 


		(iii)	The
                                            Company has not granted or is obliged to grant any licence, sub-licence or assignment in
                                            respect of any intellectual property owned, used by or otherwise required for its business,
                                            or has disclosed or is obliged to disclose any confidential information required for its
                                            business to any person, other than to its employees for the purposes of carrying on its business.



 


		(iv)	The
                                            Company is not in breach of any licence, sub-licence or assignment granted to it in respect
                                            of any intellectual property or business information owned, used by or otherwise required
                                            for its business.



 


		(v)	There
                                            is no, and there has been at any time, any unauthorized use or infringement by any person
                                            of any of the intellectual property or business information owned, used by or otherwise required
                                            for the Company’s business.



 




    	15



     


    

 


		(vi)	No
                                            moral rights have been asserted or are likely to be asserted which would affect the use of
                                            any of the intellectual property or business information in the Company’s business.



 


		(r)	Title
                                            to New Shares.



 


		(i)	The
                                            Company is and will on Closing 1, Closing 2 and Closing 3 be entitled to or is otherwise
                                            able to allot and issue to the Investor the full legal and beneficial ownership of the New
                                            Shares.



 


		(ii)	The
                                            New Shares will on allotment and issuance be validly authorised by the Company and free from
                                            all Encumbrances and are not or will not be subject to any pre-emption rights of any person,
                                            and when allotted and issued will be properly and validly issued and credited as fully paid-up
                                            shares.



 


		(iii)	The
                                            New Shares are and will on allotment and issuance constitute 20.0% of the enlarged Shares.



 


		(iv)	No
                                            person has the right (whether exercisable now or in the future and whether contingent or
                                            not) to call for the allotment, issuance, sale or transfer of any unissued share or loan
                                            capital of the Company under any option or other agreement (including conversion rights and
                                            rights of pre-emption) and there are no claims, charges, liens, equities or Encumbrances
                                            on the unissued shares of the Company as of the date of this Agreement and on Closing 1,
                                            Closing 2 and Closing 3.



 


		(s)	Insolvency.



 


No
order has been made or petition presented or resolution passed for the winding-up of the Company, nor are there any grounds on which
any person would be entitled to have the Company wound-up. No petition has been presented for an order for the appointment of a judicial
manager (or other similar order) to be made in relation to the Company, nor has any such order been made.


 


		(t)	Taxation.



 


All
taxes assessed or imposed by any government or governmental or statutory body upon the Company, and which are due and payable, have been
paid and were paid for on or before the relevant due date for payment.


 


	7.	Undertakings
                                            of the Company



 


	7.1	The
                                            Company warrant and guarantee an after-tax net profit of a minimum of [*****] for
                                            the financial year ended 31 December 2019 and [*****] for the financial year ending
                                            31 December 2020. Any shortfall of every [*****] below the aforementioned guarantee
                                            shall be compensated on pro rata basis by the issue of [*****] of enlarged share capital.
                                            For illustrative purpose, this structure is tabulated below. Profits shall be determined
                                            based on audited accounts prepared by an independent auditor, whose appointment shall be
                                            agreed between the Parties.



 




    	16



     


    

 


		 		 		 		 	Stake
    in Company after FY2019 
	FY2019
                                            After

                                                                                Tax
                                            Profit
	 	FY2019
                                            Profit

                                                                                Guarantee
	 	FY2019
                                            Profit

                                                                                Shortfall
	 	Compensation

                                                                                Shares
	 	Founding

    Shareholders
	 	CytoMed

                                                                                Singapore

	RM	 	RM	 	RM	 	%	 	%	 	%
	 	 	 	 	 	 	 	 	 	 	 
	[*****]
    	 	[*****]
    	 	[*****]
    	 	[*****]
    	 	[*****]
    	 	[*****]
    
	[*****]
    	 	[*****]
    	 	[*****]
    	 	[*****]
    	 	[*****]
    	 	[*****]
    
	[*****]
    	 	[*****]
    	 	[*****]
    	 	[*****]
    	 	[*****]
    	 	[*****]
    
	[*****]
    	 	[*****]
    	 	[*****]
    	 	[*****]
    	 	[*****]
    	 	[*****]
    
	[*****]
    	 	[*****]
    	 	[*****]
    	 	[*****]
    	 	[*****]
    	 	[*****]
    
	[*****]
    	 	[*****]
    	 	[*****]
    	 	[*****]
    	 	[*****]
    	 	[*****]
    
	[*****]
    	 	[*****]
    	 	[*****]
    	 	[*****]
    	 	[*****]
    	 	[*****]
    


 


	7.2	The
                                            Company shall give a right of first refusal to CytoMed Singapore to acquire the balance of
                                            shares which it does not own and this right is valid until 31 December 2021.
	 	 
	7.3	Notwithstanding
                                            Closing 1, Closing 2 and/or Closing 3, the Company and the Founding Shareholders jointly
                                            and severally:



 


		(a)	agree
                                            and acknowledge that the Investor (and/or such other listing vehicle comprising all or some
                                            of the assets of the Investor) intends to proceed with a public listing of its shares on
                                            a stock exchange in such jurisdiction(s) as the Investor may elect (the “Proposed
                                            IPO”); and



 


		(b)	agree
                                            and undertake that the Company and the Founding Shareholders shall procure that:



 


		(i)	the
                                            Company shall provide all information and/or documents as the Investor may require for the
                                            purposes of the Proposed IPO for due diligence or otherwise, which shall include but not
                                            limited to:



 


(aa)
historical information of the Company (and/or its related corporations) since incorporation;


 


(bb)
all financial statements and accounts (whether audited or unaudited) and other financial information of the Company;


 


(cc)
all corporate secretarial records of the Company;


 




    	17



     


    

 


(dd)
all information and/or documents relating to the directors and/or Shareholders of the Company (and if any such Shareholder is not an
individual, all information and/or documents relating to the shareholder(s) of such corporate Shareholder); and


 


(ee)
all agreements, contracts and/or undertakings of the Company (whether legally binding or otherwise);


 


		(ii)	the
                                            Company shall grant access to its premises and/or place of business to the Investor (and/or
                                            the its professional advisors, representatives and/or agents) for purposes of due diligence
                                            in connection with the Proposed IPO; and



 


		(iii)	the
                                            Company shall use its best efforts to render all such assistance as may be required by the
                                            Investor from time to time for the purposes of the Proposed IPO.



 


	8.	Miscellaneous
	 	 
	8.1	Confidentiality
                                            and Publicity



 


		(a)	Each
                                            Shareholder agrees to keep the terms of this Agreement confidential.
	 	 	 
		(b)	No
                                            publicity material, press releases or other announcements incorporating any reference to
                                            a Party shall be made without the prior written approval of that Party (which shall not be
                                            unreasonably withheld or delayed).
	 	 	 
		(c)	No
                                            publicity material, press releases or other announcements relating to the existence of or
                                            terms of the transactions contemplated in this Agreement shall be made without the prior
                                            written approval of each Party (which shall not be unreasonably withheld or delayed).



 


		8.2	Notices
                                            



 


All
notices, requests, demands and other communications given by any of the Parties shall be in writing and shall be given only by personal
delivery, registered mail, courier service or telefax and shall be deemed to have been duly given when received at the following addresses:





 


Landmark
Medical Centre Sdn Bhd


 


		Address:	Unit
                                            33B, Menara Landmark, No.12, Jalan Ngee Heng, 80000 Johor Bahru, Johor.
	 	Tel
                                            No.:	[*****]
	 	Fax
                                            No.:	[*****]
	 	Attention:	The
     Directors






 








CytoMed
Therapeutics Pte Ltd


 


		Address:	21
                                            Bukit Batok Crescent, #17-80 WCEGA Tower, Singapore 658065.
	 	Tel
                                            No.:	[*****]
	 	Attention:	The
                                            Directors









 




    	18



     


    

 


CytoMed
Therapeutics (Malaysia) Sdn Bhd


 


		Address:	No.12
                                            Jalan Permas Jaya 9/16, Bandar Baru Permas Jaya, 81750 Johor.
	 	Tel
                                            No.:	[*****]
	 	Attention:	The
     Directors






 








or
to another address or fax number as a Party may from time to time notify the others in writing.


 


	8.3	Extensions
                                            and Waivers 



 


		(a)	The
                                            Investor may, at its sole and absolute discretion, extend the time for or otherwise waive
                                            performance of any of the obligations or other acts of the Company or Founding Shareholders.



 


		(b)	No
                                            failure or delay on the part of any Party in exercising any of its rights under this Agreement
                                            shall operate as a waiver of those rights.



 


		(c)	A
                                            Party’s single or partial exercise of any of its rights under this Agreement does not
                                            preclude any other or further exercise of those rights or the exercise of any other rights
                                            under this Agreement.



 


	8.4	Amendments



 


No
amendment or variation to this Agreement shall take effect unless it is in writing and agreed by each Party.


 


	8.5	Successors
                                            and Assigns



 


		(a)	No
                                            Party shall have the right to assign all or any part of its interest in this Agreement without
                                            the prior written consent of the other Parties.



 


		(b)	This
                                            Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective
                                            successors and permitted assigns.



 


	8.6	Entire
                                            Agreement



 


		(a)	This
                                            Agreement constitutes the entire agreement between the Parties with respect to the subject
                                            matter and transactions contemplated, and supersedes all prior oral and written agreements,
                                            memoranda or correspondences between the Parties relating to these subject matter or transactions.



 


		(b)	Nothing
                                            in this Clause affects or limits a representation or warranty (whether oral or written) given
                                            by the Company or a Founding Shareholder arising out of or in connection with this Agreement,
                                            or the due diligence, negotiations and discussions related to this Agreement.



 


	8.7	Governing
                                            Law and Jurisdiction



 


		(a)	This
                                            Agreement shall be governed by and construed in accordance with Malaysia law.



 


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



 




    	19



     


    

 


		(c)	Each
                                            Party irrevocably submits to the non-exclusive jurisdiction of the courts of Malaysia.



 


	8.8	Severability



 


In
the event that any one or more of the provisions contained in this Agreement shall be invalid, illegal, or unenforceable in any respect
for any reason, the validity, legality, and enforceability of any such provision in every other respect and of the remaining provisions
of this Agreement shall not in any way be affected or impaired.


 


	8.9	No
                                            Partnership



 


Nothing
in this Agreement shall be taken to constitute a partnership between the Parties and none of the Parties shall have any authority to
bind any other.


 


	8.10	Further
                                            Assurances



 


Each
Party shall execute, acknowledge and deliver further instruments, and do other acts and things, as may be necessary or desirable to carry
out the full intent and purposes of this Agreement.


 


	8.11	Counterparts



 


This
Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.


 


In
witness the Parties have caused this Agreement to be duly executed and delivered as of the date first above written.





 



    	20



     


    




 


Signatures


 


	The
    Company:	 
	 	 	 
	By:	/s/
    Ong Ah Huay	 
	For
    and on behalf of Landmark Medical Centre Sdn Bhd	 
	 	 	 
	The
    Investor:	 
	 	 	 
	By:	/s/
    Choo Chee Kong	 
	Name:	Choo
    Chee Kong	 
	For
    and on behalf of CytoMed Therapeutics Pte Ltd	 
	 	 	 
	By:	/s/
    Tan Yoong Ying	 
	Name:	Tan
    Yoong Ying	 
	For
    and on behalf of CytoMed Therapeutics (Malaysia) Sdn Bhd	 
	 	 	 
	The
    Founding Shareholders:	 
	 	 	 
	By:	/s/
    Louisa Luk Tien Sze	 
	 	 	 
	By:	/s/
    Lucas Luk Tien Wee	 
	 	 	 
	By:	/s/
    Ong Ah Huay	 
	 	 	 
	By:	/s/
    Lincoln Luk Tien Wen	 






 


Witness:


[*****]


 






    	21



     


    

 




Schedule
1


 


Tranches
& Milestones


 


	Tranche	 	Long
    Stop Closing Date	 	Milestones	 	Amount
	[*****]
    	 	[*****]
    	 	[*****]
    	 	[*****]
    
	 	 	 	 	[*****]
    	 	[*****]
    
	 	 	 	 	[*****]
    	 	[*****]
    
	[*****]
    	 	[*****]
    	 	[*****]
    	 	[*****]
    
	 	 	 	 	[*****]
    	 	[*****]
    
	 	 	 	 	[*****]
    	 	[*****]
    
	[*****]
    	 	[*****]
    	 	[*****]
    	 	[*****]
    
	 	 	 	 	[*****]
    	 	[*****]
    


 


[End
of Schedule]


 




    	22



     


    

 


Schedule
2


 


Shareholders
Agreement


 


[See
Exhibit 10.9]


 




    	23



     


    

 


Schedule
3


 


Waivers


 


Date:
20th January 2020


 


	To:	CytoMed
  Therapeutics Pte Ltd
		(Singapore
  company registration no. 201808327H)
	 	(“Investor”)




 


Each
party below waives all pre-emptive and other similar rights howsoever arising that it has or may have in respect of the issue to the
Investor of the Company’s shares as contemplated in the Investment Agreement dated 20th January 2020 and entered
into among the Company, the Founding Shareholders, CytoMed Malaysia and the Investor.


 


	Signed
    by	 	 	 
	 	 	 	 	 
	for
    and on behalf of 	 	 	 
	LANDMARK
    MEDICAL CENTRE SDN BHD	 	 	 
	 	 	 	 	 
	Founding
    Shareholders	 	 	 
	 	 	 	 	 
	By:	/s/
    Ong Ah Huay	 	By:	/s/
    Lucas Luk Tien Wee
	 	 	 	 	 
	By:	/s/
    Louisa Luk Tien Sze	 	By:	/s/
Lincoln Luk Tien Wen


 


[End
of Schedule]


 




    	24



     


    

 


Schedule
4


 


Disclosure
Letter


 


Date:


 


	To:	CytoMed
  Therapeutics Pte Ltd
	 	(Singapore
  company registration no. 201808327H)
	 	(“Investor”)




 











Dear
Sirs


 


Investment
Agreement - Disclosure Letter


 


		1.	This
                                            letter is issued as a Disclosure Letter referred to in Clause 1.1 of the Investment Agreement
                                            dated on or about this letter (“Agreement”) and made between the Company,
                                            the Founding Shareholders, CytoMed Malaysia and the Investor.



 


		2.	Terms
                                            defined and references construed in the Agreement shall have the same meanings and construction
                                            in this Disclosure Letter. This Disclosure Letter forms an integral part of the transactions
                                            affected by or under the Agreement. The disclosures (both general and specific) made in this
                                            Disclosure Letter are exceptions or modifications to the Agreement as a whole and are made
                                            on the basis that any matter disclosed in relation to a particular warranty shall be effective
                                            generally in relation to every other warranty as may be appropriate and each such disclosure
                                            is given without prejudice to the generality and effectiveness of any other disclosure.



 


		3.	No
                                            warranty or representation is given by the Company as to the existence of applicable laws
                                            or regulations (statutory or otherwise) in force at the date of this Disclosure Letter nor
                                            as to the implications or effects of changes in applicable legislation, regulations, rules,
                                            ordinances, orders or other requirements or the introduction or coming into effect of any
                                            of the same after the date of this Disclosure.



 


		4.	In
                                            addition, the Company also wishes to make the following specific disclosures and for convenience
                                            only, reference may be made to specific clauses of the Agreement. Each item disclosed shall
                                            be deemed to be disclosed in respect of all the warranties and shall not be limited to the
                                            Clause which is referred to below:



 


	Clause

    
	 	Specific
    Disclosure
	[•]	 	[•]

    

	[•]	 	[•]

    



 


Yours
faithfully


 


	By:	/s/
  Lucas Luk Tien Wee	 




 


For
and on behalf of Landmark Medical Centre Sdn Bhd


 


[End
of Schedule]


 




    	25



     


    

 


Schedule
5


 


Statutory
Declaration


 


I,
(Name, NRIC or Passport No.), of [•] (Address), a/an [•] (Occupation), do solemnly and sincerely declare as follows :


 


I
refer to the Investment Agreement dated on or about the date of this statutory declaration (“Agreement”) and made
between Landmark Medical Centre Sdn Bhd (“Company”), the Investor and other parties.


 


Terms
used in this declaration but which are not defined have the meanings given them in the Agreement. In addition,


 


“Affiliate”
means, in respect of any person or corporation at any time, a person or corporation that directly or indirectly through one or more intermediaries,
Controls, or is Controlled by, or is under common Control with that first mentioned person or corporation; and


 


“Control”
means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a corporation,
whether through the ownership of voting securities, by contract, or otherwise and derivative terms thereof (including “Controlling”,
“Controlled by” and “under common Control with”) shall also bear such meaning as aforesaid. For
the purpose of this definition, the holding of an interest (within the meaning of the Act) of more than fifty (50) per cent of the equity
share capital of the relevant corporation shall be deemed to be “Control” of the corporation.


 


	1.	I
                                            truthfully, accurately and completely declare and set out below all business, family and
                                            other relationships, connections, associations or dealings (directly or indirectly) which
                                            I have or have had with the Investors, the Company or any of their Affiliates.
	 	 
	2.	Save
                                            as declared and set out below, I have no other relationship, connection, association or dealing
                                            with any of the Investors, the Company or any of their Affiliates.
	 	 
	3.	Other
                                            than salary or director’s fees from the Company in the ordinary course of employment
                                            or directorship, I have not received any remuneration, compensation, payment, loans, funds
                                            or other monies from any of the Investor, the Company or any of their Affiliates.
	 	 
	4.	I
                                            have not been declared a bankrupt by any court of competent jurisdiction in the five years
                                            preceding the date of this declaration. If I had been, I have been discharged as a bankrupt.
	 	 
	5.	There
                                            are no unsatisfied judgements (whether in Malaysia or elsewhere) outstanding against me.
	 	 
	6.	I
                                            have not been convicted in a court of law of any offence (whether in Malaysia or elsewhere)
                                            involving fraud, dishonesty, or in connection with the formation or management of a corporation
                                            (“Major Offence”) nor are there any criminal proceedings pending against
                                            me in relation to any Major Offence.
	 	 
	7.	I
                                            have not been convicted in a court of law (whether in Malaysia or elsewhere) of any other
                                            offence (“General Offence”) punishable with imprisonment of five years
                                            or more.



 




    	26



     


    

 


	8.	If
                                            I have been convicted in a court of law (whether in Malaysia or elsewhere) of any General
                                            Offence punishable with imprisonment of less than five years, a period of five years or more
                                            has lapsed since my release from prison.
	 	 
	9.	Other
                                            than traffic offences punishable other than by with imprisonment, I have not been convicted
                                            in a court of law (whether in Malaysia or elsewhere) of any General Offence which is punishable
                                            other than by imprisonment, in the five years prior to the date of this declaration.
	 	 
	10.	There
                                            have been no civil proceedings commenced against me in the five years preceding the date
                                            of this declaration for fraud, misrepresentation, and/or dishonesty; and I am not the subject
                                            of any such pending civil proceeding.
	 	 
	11.	I
                                            am not the subject of any order, judgement or ruling of any court of competent jurisdiction,
                                            tribunal or governmental body:



 


		(a)	permanently
                                            enjoining me from engaging in any type of business practice or activity;
	 	 	 
		(b)	temporarily
                                            enjoining me from engaging in any type of business practice or activity in the five years
                                            prior to the date of this declaration; and/or
	 	 	 
		(c)	prohibiting
                                            me from being a director of any corporation.



 


And
I make this solemn declaration conscientiously believing the declaration to be true, and by virtue of the Statutory Declarations Act
1960.


 


	Subscribed
                                            and solemnly declared by

     

    ____________________________

     

    at
    __________________________

     

    in
    the State of _________________

     

    this
    _____________________, 2020.
	
		 
	 

     

     
	

    Before
    me,

     

    __________________________________

    (Signature
    of Sessions Court Judge, Magistrate or Commissioner for Oaths)



 




    	27



     


    

 


I
have the following business, family and other relationships, connections, associations or dealings with the Investors, the Company or
its Affiliates:


 


__________________________________


 


Examples
of business, family and other relationships, connections, associations or dealings to be declared would include (but are not limited
to) the following:


 


	(1)	a
                                            family relationship arising through blood or marriage. These include the spouse or ex-spouse,
                                            parents, guardian, siblings, children, parents-in-law, brother-in-law, sister-in law, son-in-law
                                            and daughter-in-law, grandparents, siblings of grandparents, grandchildren, cousins, nephews
                                            and nieces or a spouse of any of the foregoing; and
	 	 
	(2)	a
                                            business relationship. These include situations where the Investor and any Founder have or
                                            previously had any business association.



 


[End
of Schedule]


 




    	28



     


    

 


Schedule
6


 


Founders
Undertakings


 


Date:
20th January 2020


 


	To:	CytoMed
  Therapeutics Pte Ltd
	 	(Singapore
  company registration no. 201808327H)
	 	(“Investor”)










 





Dear
Sirs


 


Non-Compete
Undertakings


 


	1.	I
                                            refer to the Investment Agreement dated on or about the date of this letter (“Agreement”)
                                            and made between Landmark Medical Centre Sdn Bhd (the “Company”), the
                                            Investor and other parties.
	 	 
	2.	I
                                            undertake that if my employment agreement for time being with the Company is terminated for
                                            any reason whatsoever, for the period commencing on the termination date of the employment
                                            agreement (“Termination Date”) and ending on the date falling 12 months
                                            after the Termination Date, or for such period which a court or an arbitrator of competent
                                            jurisdiction determines to be reasonable for restrictions of this nature, I shall not:



 


		(a)	whether
                                            directly or indirectly and whether as principal or through agents, within Malaysia enter
                                            into employment, or deal or transact in any capacity, with any company or business which
                                            is in competition with the Company;



 


		(b)	be
                                            engaged in, be concerned with or interested in, whether directly or indirectly, and whether
                                            on his own behalf or on behalf of or in association with others or in any capacity whatsoever,
                                            within Malaysia carry on any activity or business in competition with the Company;



 


		(c)	canvass,
                                            solicit the custom of or endeavour to entice away from the Company or provide any service
                                            or product which the Company provides in its ordinary course of the Company’s business
                                            to any person who, at any time during 12 months before the Termination Date, has been a customer
                                            of or was in the habit of dealing with the Company in relation to the Company’s services
                                            or products; and



 


		(d)	canvass,
                                            solicit or endeavour to entice away from the Company any person who was an employee, officer,
                                            director or consultant of the Company immediately before the Termination Date.



 


	3.	This
                                            undertaking is governed by Malaysia law.



 


	By:	/s/
  Ong Ah Huay	 




 


[End
of Schedule]


 




    	29



     


    

 


Schedule
6


 


Founders
Undertakings


 


Date:
20th January 2020


 


	To:	CytoMed
  Therapeutics Pte Ltd
	 	(Singapore
  company registration no. 201808327H)
	 	(“Investor”)










 


Dear
Sirs


 


Non-Compete
Undertakings


 


	1.	I
                                            refer to the Investment Agreement dated on or about the date of this letter (“Agreement”)
                                            and made between Landmark Medical Centre Sdn Bhd (the “Company”), the
                                            Investor and other parties.
	 	 
	2.	I
                                            undertake that if my employment agreement for time being with the Company is terminated for
                                            any reason whatsoever, for the period commencing on the termination date of the employment
                                            agreement (“Termination Date”) and ending on the date falling 12 months
                                            after the Termination Date, or for such period which a court or an arbitrator of competent
                                            jurisdiction determines to be reasonable for restrictions of this nature, I shall not:



 


		(a)	whether
                                            directly or indirectly and whether as principal or through agents, within Malaysia enter
                                            into employment, or deal or transact in any capacity, with any company or business which
                                            is in competition with the Company;



 


		(b)	be
                                            engaged in, be concerned with or interested in, whether directly or indirectly, and whether
                                            on his own behalf or on behalf of or in association with others or in any capacity whatsoever,
                                            within Malaysia carry on any activity or business in competition with the Company;



 


		(c)	canvass,
                                            solicit the custom of or endeavour to entice away from the Company or provide any service
                                            or product which the Company provides in its ordinary course of the Company’s business
                                            to any person who, at any time during 12 months before the Termination Date, has been a customer
                                            of or was in the habit of dealing with the Company in relation to the Company’s services
                                            or products; and



 


		(d)	canvass,
                                            solicit or endeavour to entice away from the Company any person who was an employee, officer,
                                            director or consultant of the Company immediately before the Termination Date.



 


	3.	This
                                            undertaking is governed by Malaysia law.



 


	By:	/s/
    Lucas Luk Tien Wee	 


 


[End
of Schedule]


 




    	30



     


    

 


Schedule
6


 


Founders
Undertakings


 


Date:
20th January 2020


 


	To:	CytoMed
  Therapeutics Pte Ltd
	 	(Singapore
  company registration no. 201808327H)
	 	(“Investor”)










 


Dear
Sirs


 


Non-Compete
Undertakings


 


	1.	I
                                            refer to the Investment Agreement dated on or about the date of this letter (“Agreement”)
                                            and made between Landmark Medical Centre Sdn Bhd (the “Company”), the
                                            Investor and other parties.
	 	 
	2.	I
                                            undertake that if my employment agreement for time being with the Company is terminated for
                                            any reason whatsoever, for the period commencing on the termination date of the employment
                                            agreement (“Termination Date”) and ending on the date falling 12 months
                                            after the Termination Date, or for such period which a court or an arbitrator of competent
                                            jurisdiction determines to be reasonable for restrictions of this nature, I shall not:



 


		(a)	whether
                                            directly or indirectly and whether as principal or through agents, within Malaysia enter
                                            into employment, or deal or transact in any capacity, with any company or business which
                                            is in competition with the Company;



 


		(b)	be
                                            engaged in, be concerned with or interested in, whether directly or indirectly, and whether
                                            on his own behalf or on behalf of or in association with others or in any capacity whatsoever,
                                            within Malaysia carry on any activity or business in competition with the Company;



 


		(c)	canvass,
                                            solicit the custom of or endeavour to entice away from the Company or provide any service
                                            or product which the Company provides in its ordinary course of the Company’s business
                                            to any person who, at any time during 12 months before the Termination Date, has been a customer
                                            of or was in the habit of dealing with the Company in relation to the Company’s services
                                            or products; and



 


		(d)	canvass,
                                            solicit or endeavour to entice away from the Company any person who was an employee, officer,
                                            director or consultant of the Company immediately before the Termination Date.



 


	3.	This
                                            undertaking is governed by Malaysia law.



 


	By:	/s/
    Louisa Luk Tien Sze	 


 


[End
of Schedule]


 




    	31



     


    

 


Schedule
6


 


Founders
Undertakings


 


Date:
20th January 2020


 


	To:	CytoMed
  Therapeutics Pte Ltd
	 	(Singapore
  company registration no. 201808327H)
	 	(“Investor”)










 


Dear
Sirs


 


Non-Compete
Undertakings


 


	1.	I
                                            refer to the Investment Agreement dated on or about the date of this letter (“Agreement”)
                                            and made between Landmark Medical Centre Sdn Bhd (the “Company”), the
                                            Investor and other parties.
	 	 
	2.	I
                                            undertake that if my employment agreement for time being with the Company is terminated for
                                            any reason whatsoever, for the period commencing on the termination date of the employment
                                            agreement (“Termination Date”) and ending on the date falling 12 months
                                            after the Termination Date, or for such period which a court or an arbitrator of competent
                                            jurisdiction determines to be reasonable for restrictions of this nature, I shall not:



 


		(a)	whether
                                            directly or indirectly and whether as principal or through agents, within Malaysia enter
                                            into employment, or deal or transact in any capacity, with any company or business which
                                            is in competition with the Company;



 


		(b)	be
                                            engaged in, be concerned with or interested in, whether directly or indirectly, and whether
                                            on his own behalf or on behalf of or in association with others or in any capacity whatsoever,
                                            within Malaysia carry on any activity or business in competition with the Company;



 


		(c)	canvass,
                                            solicit the custom of or endeavour to entice away from the Company or provide any service
                                            or product which the Company provides in its ordinary course of the Company’s business
                                            to any person who, at any time during 12 months before the Termination Date, has been a customer
                                            of or was in the habit of dealing with the Company in relation to the Company’s services
                                            or products; and



 


		(d)	canvass,
                                            solicit or endeavour to entice away from the Company any person who was an employee, officer,
                                            director or consultant of the Company immediately before the Termination Date.



 


	3.	This
                                            undertaking is governed by Malaysia law.



 


	By:	/s/
    Lincoln Luk Tien Wen	 


 


[End
of Schedule]


 




    	32



     


    

 


Schedule
7


 


COMPLETION
CERTIFICATE


 


Date:


 


	To:	CytoMed
  Therapeutics Pte Ltd
	 	(Singapore
  company registration no. 201808327H)
	 	(“Investor”)










 


Dear
Sirs


 


Investment
Agreement dated 20th January 2020 Amongst Landmark Medical Centre Sdn Bhd, THE Founding Shareholders, Cytomed Therapeutics
Pte Ltd and Cytomed Therapeutics (Malaysia) Sdn Bhd (THE “AGREEMENT”)


 


The
terms and expressions used herein shall, unless the context otherwise requires, have the same meanings ascribed to them in the Agreement.


 


		1.	We
                                            refer to the above matter, and confirm that as at the date hereof:



 


		a.	The
                                            relevant conditions precedent set out in Clause 3 of the Agreement have been fulfilled;



 


		b.	All
                                            representations and warranties of the Company and the Founding Shareholders (including but
                                            not limited to the representations and warranties set out in Clause 6) are true, accurate
                                            and correct in all material respects by reference to the circumstances existing as at the
                                            date of the Agreement and the date of this letter;



 


		c.	There
                                            has been no material adverse change, or any development likely to result in a material adverse
                                            change, in the conditions, financial or otherwise, of the Company from that existing as at
                                            the date of the Agreement, nor has any event occurred, or any fact discovered, rendering
                                            untrue or incorrect in any material respect, any of the representations and warranties contained
                                            in the Agreement;



 


		d.	All
                                            the undertakings of the Company and/or the Founding Shareholders (as may be the case) set
                                            out in the Agreement have been fulfilled; and



 


		e.	There
                                            has not been any breach by the Company and/or the Founding Shareholders of any of their obligations
                                            under the Agreement.



 


	The
    Company	 	 
	 	 	 
	Signed
    by	)	 
	 	)	 
	for
    and on behalf of 	)	 
	LANDMARK
    MEDICAL CENTRE SDN BHD	)	 


 


	Founding
    Shareholders	 	 
	 	 	 	 
	By:	/s/
    Ong Ah Huay	By:	/s/
    Lucas Luk Tien Wee
	 	 	 	 
	By:
    	/s/
    Louisa Luk Tien Sze 	By:	/s/
    Lincoln Luk Tien Wen



 







    	33