Exhibit
10.9


 


 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. 


 


Schedule
2


 


Shareholders
Agreement


 


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 registered office 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:


 


The
Company, the Investor and the Founding Shareholders are Parties to the Investment Agreement. The Investment Agreement requires the Parties
to enter into this Agreement to regulate their rights and obligations as Shareholders.


 


Agreed
Terms:


 


	1.	Definitions
                                            and Interpretation



 


	1.1	In
                                            this Agreement, capitalised terms used but are not defined have the meanings given to them
                                            in the Investment Agreement.



 


	1.2	In
                                            addition, the following words and phrases shall have the following meanings set out below,
                                            unless the context requires otherwise:



 


“Approved
Sale” means a sale of all and not part only of:


 


(a)       issued
Shares for time being; or


 


(b)       the
Company’s undertakings and assets;


 




    	 



     


    

 


“Board”
means the board of Directors;


 


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


 


“Dispose”
in relation to Shares, means to sell, assign, transfer, pledge, hypothecate, or otherwise encumber or dispose of, or to permit the sale,
assignment, transfer, pledge, hypothecation, encumbrance or disposal by any other person, and


 


“Disposal”
shall be construed in a similar way;


 


“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;


 


“Initiating
Sellers”, in relation to drag-along rights, means Shareholders representing 80% or more of issued Shares for time being, with
all Shareholders voting on an as-converted basis;


 


“Investment
Agreement” means an investment agreement dated on or about the date of this Agreement and entered into by the Company, the
Founding Shareholders and the Investor;


 


“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;


 


“Offering
Party”, in relation to a Shareholder’s right of first refusal, has the meaning given to it in Clause 3.2 (Share Transfer
Pre-emptive Rights);


“Offered
Shares” in relation to a Shareholder’s right of first refusal, has the meaning given to it in Clause 3.2 (Share Transfer
Pre-emptive Rights);


 


“Permitted
Disposal” means:


 


		(a)	in
                                            relation to natural persons, a Disposal to a spouse, lineal descendant or antecedent, father,
                                            mother, brother, sister or parents in law, or to a corporate entity wholly owned by any of
                                            these natural persons;



 


		(b)	in
                                            relation to any other entitles, a Disposal to an Affiliate;



 


		(c)	a
                                            Disposal to any person which is unanimously approved by all of the Shareholders;



 


“Pro
Rata Share” means the percentage representing the fraction, the numerator of which is the number of Shares as at the relevant
date owned by the relevant Shareholder (on an as-converted basis) and the denominator of which is the number of total Shares as at that
date (on an as-converted basis) issued by the Company;


 


“Share”
means an ordinary share in the capital of the Company and “Shares” will be construed accordingly;


  




    	 



     


    

 


“Shareholders”
means the holders from time to time of Shares in the Company and “Shareholder” means any one of them;


 


“Transfer”
means any sale, exchange, gift or any other transfer or disposition, whether voluntary or involuntary, of any Shares.



  


	1.3	Interpretation



 


Duplicate
interpretation provisions in Investment Agreement.


 


	2.	New
                                            Issues Pre-emption Rights



 


	2.1	The
                                            Company grants to each Shareholder a right of first refusal to purchase its Pro Rata Share
                                            of any new Shares or securities which the Company, from time to time, proposes to sell and
                                            issue.



 


	2.2	In
                                            the event the Company proposes to issue new Shares or securities, it shall give each Shareholder
                                            written notice (“Issuance Notice”) describing the type of new Shares or
                                            securities, and their price and the general terms upon which the Company proposes to issue
                                            them. A Shareholder has [*****] commencing on the date of the Issuance Notice to purchase
                                            its Pro Rata Share of new Shares or securities (or less) at the price and upon the terms
                                            specified in the Issuance Notice by written notice to the Company stating the number of new
                                            Shares or securities to be purchased.



 


	2.3	The
                                            Company may, for the period commencing on the date falling [*****] after the date of the
                                            Issuance Notice and ending on the date falling [*****] after the date of the Issuance Notice,
                                            sell any new Shares or securities not purchased by Shareholders pursuant to the pre-emptive
                                            rights in this Clause to any person, at a price and upon terms no more favourable to the
                                            purchasers than specified in the Issuance Notice. If Company fails to sell or issue the new
                                            Shares or securities within the period described in this Clause, the Company shall not thereafter
                                            issue or sell the new Shares or securities, without first again offering the Shares or securities
                                            to the Shareholders in the manner provided in this Clause.



 


	3.	Share
                                            Transfer Pre-emptive Rights



 


	3.1	Nothing
                                            in this Clause 3 (Rights of First Refusal) applies to a Permitted Disposal.



 


	3.2	A
                                            Shareholder (an “Offering Party”) who wishes to Dispose any of its Shares
                                            (“Offered Shares”) to any third party (including another Shareholder)
                                            (“Third Party”) must before the Disposal give effect to:



 


		(a)	the
                                            pre-emptive rights; and



 


		(b)	the
                                            Investor’s co-sale rights,



 


in
the manner described and in accordance with the mechanics stated in this Clause.


 


	3.3	Pre-emptive
                                            Rights



 


		(a)	The
                                            Offering Party shall by written notice (a “Transfer Notice”) to the Company
                                            and copied to each other Shareholder state that it proposes to Dispose of its Shares.



 


		(b)	A
                                            Transfer Notice constitutes an offer by the Offering Party to sell the Offered Shares to
                                            each of the other Shareholders at the price stated in the Transfer Notice. It shall state:



 






    	 



     


    

 


		(i)	the
                                            proposed price per Share;



 


		(ii)	the
                                            number of Shares the Shareholder proposed to Dispose of;



 


		(iii)	in
                                            reasonable detail the nature and manner of Disposal; and



 


		(iv)	in
                                            reasonable detail the identity and contact of the Third Party.



 


A
Transfer Notice that does not comply with the requirements above is invalid and have no effect.


 


		(c)	The
                                            Offering Party agrees that the Transfer Notice also constitutes the Company as its agent
                                            for the sale of the Offered Shares at the sale price stated in the Transfer Notice, for so
                                            long as the pre-emptive rights under this Clause have not been exhausted.



 


		(d)	The
                                            Offering shall not revoke the Transfer Notice or the Company’s appointment as its agent
                                            as described above without the Shareholders’ unanimous approval.



 


		(e)	A
                                            Shareholder (other than the Offering Party) exercising its pre-emptive rights under this
                                            Clause (“Accepting Shareholder”) shall serve written notice (“Acceptance
                                            Notice”) on the Company on or before the date falling [*****] after the date of
                                            the Transfer Notice. If no notice is served the Shareholder is deemed to have waived its
                                            pre-emptive rights under this Clause.



 


		(f)	An
                                            Acceptance Notice shall state clearly number of Offered Shares that the Shareholder wishes
                                            to purchase, failing which the Acceptance Notice shall be invalid and the Shareholder shall
                                            be deemed to have waived its pre-emptive rights under this Clause.



 


		(g)	The
                                            Company shall on or before the date falling [*****] after the date of the Transfer Notice
                                            by notice (“Allocation Notice”) to the Offering Party and each Accepting
                                            Shareholder state the number of Offer Shares allocated to each Accepting Shareholder.



 


		(h)	If
                                            there are more than one Accepting Shareholder then the Company shall allocate Offered Shares
                                            among all Accepting Shareholders as fairly as possible in the circumstances, in particular
                                            if the number of Offered Shares is insufficient to fulfil all Accepting Shareholders, then
                                            each Accepting Shareholder shall be allocated its Pro Rata Share of the Offered Shares.



 


		(i)	The
                                            process above shall be repeated (as applicable) until there all Offered Shares have been
                                            made subject to Acceptance Notices or there are no more Accepting Shareholders.



 


		(j)	The
                                            Company shall immediately after the final allocation of Offered Shares issue a final Allocation
                                            Notice to each Accepting Shareholder and the Offering Party, stating:



 


		(i)	the
                                            Accepting Shareholder’s final allocated Offered Shares; and



 


		(ii)	a
                                            place and time (being not earlier than [*****] and not later than [*****] after the date
                                            of the final Allocation Notice) at which the sale and purchase of the Offered Shares shall
                                            be completed.



 






    	 



     


    

 


		(k)	(i)	The
                                            Offering Party shall transfer all Offered Shares at the time and place specified in the Allocation
                                            Notice, against payment of the sale price.



 


		(ii)	If
                                            it fails to do so, the Offering Party agrees that it is deemed to have appointed the chairman
                                            of the Board as its attorney with full power, in the name and on behalf of the Offering Party,
                                            to execute, complete and deliver all documents and actions (including giving a receipt for
                                            the sale price) to transfer the Offered Shares to the Accepting Shareholder against payment
                                            of the sale price.



 


		(iii)	On
                                            payment of the sale price, the Offering Party agrees that the Accepting Shareholder is deemed
                                            to have obtained a good quittance for the payment.



 


		(l)	The
                                            Shareholders agree that upon a completion of the Offered Shares sale and purchase described
                                            above, the Accepting Shareholder on execution and delivery of the applicable transfer form
                                            is entitled to have its being entered in the Company’s shareholders’ register
                                            as the registered holder of the relevant Offered Shares.



 


	3.4	Co-Sale
                                            



 


		(a)	An
                                            Investor which does not exercise its pre-emptive rights above, and which notifies the Offering
                                            Party in writing on or before the date falling [*****] after the date of the Transfer Notice
                                            (“Selling Shareholder”), shall have the right to participate in the sale
                                            of the Offered Shares on the same terms and conditions as specified in the Transfer Notice.



 


		(b)	A
                                            Shareholder exercising its co-sale rights under this Clause does not have pre-emptive rights
                                            described in Clause 3.3 (Pre-emptive Rights) with respect the same transaction.



 


		(c)	A
                                            Selling Shareholder’s notice to the Offering Party shall indicate the number of Shares
                                            the Selling Shareholder wishes to sell under its right to participate.



 


		(d)	If
                                            there are one or more Selling Shareholders, the number of Offered Shares that the Offering
                                            Party may sell in the proposed Disposal shall be reduced to the extent of the other Shareholders’
                                            co-sale Shares.



 


		(e)	Each
                                            Selling Shareholder may sell only the number of its Shares equal to its Pro Rata Share of
                                            the Offered Shares, or less.



 


		(f)	Each
                                            Selling Shareholder shall effect its participation in the sale by promptly delivering to
                                            the Offering Party for Disposal to the prospective transferee one or more certificates, properly
                                            endorsed for transfer and accompanied by transfer documents (where required) duly executed
                                            by it.



 


		(g)	The
                                            Offering Party shall deliver the share certificate and transfer documents that a Selling
                                            Shareholder delivers to it to the proposed transferee in completion of the Disposal of the
                                            Offered Shares pursuant to the terms of the Transfer Notice, and the Offering Party shall
                                            immediately upon receipt remit to the Selling Shareholder the sale proceeds due to the Selling
                                            Shareholder.



 


		(h)	If
                                            any proposed transferee of the Offered Shares prohibits the participation of a Selling Shareholder
                                            exercising its co-sale rights or otherwise refuses to accept Shares from a Selling Shareholder,
                                            the Offering Party shall not sell to the prospective transferee any Shares unless and until,
                                            simultaneously with the sale, the Offering Party purchases from the Selling Shareholder,
                                            at the price and upon the terms described in the Transfer Notice, the Selling Shareholder’s
                                            Shares which would have been subject to the co-sale rights under this Clause.



 




    	 



     


    

 


	3.5	The
                                            Offering Party may:



 


		(a)	after
                                            giving effect to the pre-emptive rights; and



 


		(b)	including
                                            in the proposed Disposal all Selling Shareholders’ co-sale Shares,



 


in
accordance with this Clause, Dispose of the Offered Shares to any other third party on terms no more favourable to the third party than
those stated in the Transfer Notice.


 


	3.6	The
                                            Company shall not approve or register any transfers of Shares unless it is:



 


		(a)	effected
                                            in accordance with this Clause 3; and



 


		(b)	the
                                            transferee of the Shares, if not already a party, has ratified this Agreement to the Company’s
                                            reasonable satisfaction.



 


	4.	Drag-Along



 


	4.1	If
                                            the Initiating Sellers approve an Approved Sale, then all Shareholders shall approve, consent
                                            to and participate in the Approved Sale, and if the Approved Sale is structured as a sale
                                            of issued Shares (whether by merger, recapitalization, consolidation or other Disposal),
                                            then each Shareholder shall waive all first refusal and other rights in connection with the
                                            Approved Sale.



 


	4.2	Each
                                            Shareholder shall take all necessary and desirable actions in connection with the completion
                                            of an Approved Sale, including executing agreements and instruments and taking other actions
                                            as may be reasonably necessary to provide the representations, warranties, indemnities, covenants,
                                            conditions and other provisions and agreements, as the case may be, required to complete
                                            the Approved Sale.



 


	4.3	If
                                            a Shareholder fails for any reason to take any of the actions described above, it shall be
                                            deemed to have appointed any Director as its attorney, on its behalf and in its name, with
                                            full power, to execute, complete and deliver any document or instrument or to take any other
                                            action, including to receive the proceeds of the sale and to give good quittance for the
                                            sale price, in order to complete the Approved Sale. The Shareholder further agrees to confirm
                                            and ratify the acts of any Director acting as its attorney under this Clause 4.3 (Drag- Along).



 


	4.4	An
                                            Approved Sale shall not be subject to Clause 3 (Rights of First Refusal).



 


	4.5	The
                                            Initiating Sellers shall deliver written notice to each other Shareholder setting out in
                                            reasonable detail the terms (including price, time and form of payment) of any Approved Sale
                                            (“Drag-Along Notice”).



 


	4.6	Without
                                            limiting the generality of the provisions above, each Shareholder shall, on or before the
                                            date falling [*****] after the date of the Drag-Along Notice, deliver to the Company written
                                            notice:



 


		(a)	setting
                                            out its agreement to the Approved Sale (including waiving all first refusal and similar rights);
                                            and



 


		(b)	if
                                            the Approved Sale is structured as a sale of Shares, enclosing share certificates representing
                                            its Shares and a transfer form duly executed in blank.



 




    	 



     


    

 


	5.	Board
                                            Rights



 


	5.1	The
                                            Board shall at all time comprise of not more than 5 (Five) Directors.



 


	5.2	The
                                            Investor shall be entitled to nominate 1 (One) person as Director.



 


	5.3	The
                                            Founding Shareholders as a class shall be entitled to nominate up to 4 (Four) persons as
                                            Directors.



 


	5.4	The
                                            quorum for any Board meeting shall comprise of:



 


		(a)	one
                                            Founding Shareholders’ nominee Director; and



 


		(b)	The
                                            Investor’s nominee Director.



 


	5.5	Without
                                            the consent of each of the Founding Shareholders and the Investor, the constitution of the
                                            Board, number of Directors and the quorum for any Board meetings as stated above shall not
                                            be changed.



 


	5.6	Compensation
                                            Committee



 


		(a)	The
                                            Board shall nominate one Director as chairman of the Company’s compensation committee
                                            or equivalent (as and when constituted).



 


		(b)	The
                                            Investor shall have veto rights on compensation matters which are deemed not to be in
                                            the interest of the Company.



 


		(c)	It
                                            is agreed to remunerate each working Founding Shareholder an agreed fixed salary and a variable
                                            bonus which shall be dependent on Company performance and in the best interest of the Company.
                                            Remuneration for the rest of the employees shall be decided by the Company’s top management
                                            team.



 


	5.7	Board
                                            Observer Rights



 


		(a)	CytoMed
                                            Malaysia shall be entitled to nominate one person as a Board observer.



 


	5.8	Resolutions
                                            in Writing 



 


A
resolution in writing signed by a simple majority vote of the Directors for the time being, which shall include at least the Investor’s
nominee Director, shall be as valid and effectual as if it had been passed at a meeting of Directors duly called and constituted. Any
such resolution may consist of several documents in like form, each signed by one or more of the Directors. The expressions “in
writing” and “signed” include approval by wireless or facsimile transmission.


 


	5.9	Bank
                                            Mandate and Authorised Signatories 



 


The
bank mandate and the authorised signatories to operate the JV Bank Account of the Company shall be any two Directors, comprising of (a)
one Founding Shareholders’ nominee Director, and (b) the Investor’s nominee Director.


 




    	 



     


    

 


	5.10	Change
                                            of Company Name



 


Upon
receiving the full New Fund or where feasible, the Company shall change its legal and marketing name to a new name which is agreed to
by the Board and Investor.


 


	6.	Information
                                            Rights



 


The
Company shall provide to each Investor as may from time to time be reasonably requested by the Investor, including but not limited to
the following:


 


		(a)	within
                                            [*****] after the end of each quarter with, unaudited quarterly management accounts (comprising
                                            balance sheet, profit and loss statement and cash flows statement) discussing the revenues
                                            and operations of the Company for the relevant quarter;



 


		(b)	within
                                            [*****] after the close of each financial year, audited financial statements (comprising
                                            balance sheet, profit and loss statement and cash flows statement and notes thereto);



 


		(c)	at
                                            least [*****] before the start of each new financial year, an annual operating budget, profit
                                            forecast, capital asset requirements and business plan for the new financial year; and



 


		(d)	within
                                            [*****] upon becoming aware of any event or change which has a material adverse effect on
                                            the Company 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.



 


	7.	Registration
                                            Rights



 


		(a)	The
                                            Company shall pay all reasonable expenses arising out of or in connection with the Investor’s
                                            participation in the event of a trade sale which is not initiated by the Investor. These
                                            expenses include and are not limited to legal costs (for separate representation by the Investor,
                                            if any), broker’s fees, registration and filing costs, stamp and other similar duties.



 


		(b)	Without
                                            limiting the above, where the Company decides to undertake an initial public offering and/or
                                            listing of the Company’s Shares on any stock exchange on its own merits, the Company
                                            shall pay all reasonable expenses arising out of or in connection with qualifying and registering
                                            the Investor’s Shares in the initial public offering and/or listing.



 


	8.	Reserved
                                            Matters



 


	8.1	The
                                            Shareholders shall procure so far as they can that no action is taken or resolutions passed
                                            by the Company save with the Investor’s prior written consent which shall be necessary
                                            to approve any of the following:



 


		(a)	any
                                            dissolution or liquidation of the Company;



 


		(b)	sell
                                            or dispose of the whole or a substantial part of the undertaking, goodwill or assets of the
                                            Company or purchase, sale, transfer, disposal, lease or licence of any real property or any
                                            interest therein;



 


		(c)	appoint
                                            or change the Company’s auditors;



 


		(d)	any
                                            amendment of the Company’s M&A or other constitutional documents;



 




    	 



     


    

 


		(e)	any
                                            change to the Present Business or the Company’s existing business for the time being,
                                            or the Company commencing or carrying on any type of business not ancillary or incidental
                                            to its existing business for the time being;



 


		(f)	to
                                            the extent permitted by applicable law, increase, reduce or cancel the issued share capital
                                            of the Company or issue, allot, purchase or redeem any Shares or securities convertible into
                                            or carrying a right of subscription in respect of shares or any share warrants or grant or
                                            issue any options rights or warrants or which may require the issue of shares in the future
                                            or do any act which has the effect of diluting or reducing the effective shareholding of
                                            the Investor in the Company;



 


		(g)	to
                                            the extent permitted by applicable law, pass any resolution for the winding up or dissolution
                                            of the Company or undertake any merger, joint ventures, reconstruction or liquidation exercise
                                            concerning the Company or apply for the appointment of a receiver, manager or judicial manager
                                            or like officer in respect of the Company;



 


		(h)	any
                                            Disposal or other transaction relating to any of the Company’s intellectual property
                                            rights, technologies or trade practices or secrets;



 


		(i)	acquire
                                            any investment or incur any commitment in excess of RM 150,000 per transaction;



 


		(j)	create
                                            or acquire a subsidiary or dispose of any shares in a subsidiary, if any;



 


		(k)	create
                                            any fixed or floating charge, lien or other encumbrance over the whole or any part of its
                                            undertaking, property or assets;



 


		(l)	the
                                            use of the proceeds from the issue of the New Shares for any purpose other than the Permitted
                                            Purpose; and/or



 


		(m)	appoint
                                            or remove any key appointment holder, including the chief executive officer, chief financial
                                            officer, chief technology officer and chief operating officer, or any of their equivalent;



		(n)	make
                                            any distribution of profits amongst the Shareholders by way of dividend, capitalisation of
                                            reserves or otherwise.



 


	8.2	Notwithstanding
                                            anything herein (including but not limited to Clauses 3 and 4), for so long as the Investor
                                            holds (on an as converted basis) [*****] of issued Shares, the Parties agree that the Investor
                                            may object to and veto any proposed Disposal of Shares, by any Shareholder other than for
                                            a Permitted Disposal. If this objection and veto is exercised, the affected Shareholder and
                                            the Company shall not consummate the affected transfer.



 


	9.	Undertakings
                                            of the Founding Shareholders and the Company



 


	9.1	The
                                            Company and the Founding Shareholders, jointly and severally, undertake to the Investor to:



 


		(a)	ensure
                                            that the Company is at all times carrying on a business of a general hospital or specialist
                                            medical centre;



 






    	 



     


    

 


		(b)	ensure
                                            that the Company does not at any time carry out businesses in real estate development, gambling,
                                            tobacco-related products, and other activities which are against public interest;



 


		(c)	ensure
                                            that each Founding Shareholders (whether a natural person or other entity) and all key management
                                            personnel of the Company are at all times ordinarily resident in Singapore or Malaysia;



 


		(d)	use
                                            best endeavours to achieve a public listing within three years of this Agreement; and



 


		(e)	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 as stated in Clause 7.1 of Investment Agreement.
                                            Profits shall be determined based on audited accounts prepared by an independent auditor,
                                            whose appointment shall be agreed between the Parties.



 


		(f)	Adopt
                                            a dividend policy to distribute up to [*****] of the annual profits.



 


	9.2	The
                                            Company and the Founding Shareholders further 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;


 


(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.



 






    	 



     


    

 


	10.	Termination
                                            of Founding Shareholder Employment



 


		(a)	The
                                            Investor undertakes to the Founding Shareholders that any action to procure the termination
                                            of a Founding Shareholder’s employment agreement shall be taken in good faith and in
                                            the best interest of the Company.



 


		(b)	Nothing
                                            in this Clause shall apply to any action taken by the Investor to terminate a Founding Shareholder’s
                                            employment agreement on the basis of the Founding Shareholder’s material breach of
                                            his employment agreement, commission of an act of moral turpitude or conviction of a criminal
                                            offence.



 


	11.	Agreement
                                            Controls



 


		(a)	If
                                            a dispute or inconsistency arises between the terms of this Agreement and the M&A, the
                                            provisions of this Agreement shall prevail and shall, so far as they are able, cause such
                                            necessary alterations to be made to the M&A as are required to remove such conflict.



 


		(b)	Without
                                            limiting the generality of the above, in a dispute or inconsistency described above this
                                            Agreement shall construed and applied as the conclusive and binding evidence of the intention
                                            of the Shareholders and the Company. The interpretation resulting from this Agreement shall
                                            be applied to resolve the dispute or inconsistency.



 


		(c)	The
                                            M&A shall otherwise apply and be binding and subsisting between the Shareholders.



 


	12.	Confidentiality



 


		(a)	Unless
                                            otherwise required by law or pursuant to rules or regulations of any relevant regulatory,
                                            administrative or supervisory body (including, without limitation, any relevant stock exchange
                                            or securities council) or where the Parties’ directors, employees, servants and agents
                                            require such information to carry out their duties, none of the Parties shall divulge to
                                            any person or use for any purpose any of the trade secrets or confidential information or
                                            financial information relating to the other Shareholders or the Company which it acquires
                                            as a result of entering into this Agreement.



 


		(b)	Each
                                            of the Parties shall endeavour to prevent its employees from doing anything which, if done
                                            by the Party, would be a breach of this Clause 12. This restriction shall continue to apply
                                            after the expiration or termination of this Agreement without limit in point of time, but
                                            shall cease to apply to secrets or information which come(s) into the public domain through
                                            no fault of the Party concerned.



 


	13.	Termination



 


		(a)	This
                                            Agreement shall continue in full force and effect until terminated in accordance with the
                                            provisions of this Clause 13. Termination shall not affect any provision of this Agreement
                                            expressed to have effect after termination or any rights which any Party may have against
                                            any other Party subsisting at the time of termination.



 


		(b)	Without
                                            prejudice to the provisions of Clause 12 “Confidentiality”, this Agreement shall
                                            terminate in respect of any Party (but shall continue between the other Parties if more than
                                            one but not otherwise) if, at any time as a result of a transfer of Shares made in accordance
                                            with this Agreement, that Party no longer holds Shares.



 


		(c)	The
                                            Parties agree that should this joint venture under the Investment Agreement fails to operate
                                            in the way it is intended, the relevant parties shall mutually seek a cure by returning the
                                            issued shares in exchange for the original invested amounts. This termination option shall
                                            expire on 31 December 2020 unless extended by both Parties.



 






    	 



     


    

 


	14.	Waiver,
                                            Forbearance and Variation



 


		(a)	The
                                            rights which each of the Parties have under this Agreement shall not be prejudiced or restricted
                                            by any indulgence or forbearance extended to another Party. No waiver by any Party in respect
                                            of a breach shall operate as a waiver in respect of any subsequent breach.



 


		(b)	This
                                            Agreement shall not be varied or cancelled, unless the variation or cancellation is expressly
                                            agreed in writing.



 


	15.	Governing
                                            Law



 


		(a)	This
                                            Agreement shall be governed by and be interpreted 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.



 


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



 


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



 


	16.	Entire
                                            Agreement



 


This
Agreement supersedes any previous agreement between the Parties in relation to the matters with which it deals and represents the entire
understanding between the Parties in relation to those matters.


 


[Signatures
follow]


 


[End
of Schedule]


 




    	 



     


    

 


Signatures


 


The
Company:


 





	 	/s/
    Ong Ah Huay	 
	Name:	 Ong Ah Huay	 
	For and on behalf of Landmark Medical Centre Sdn Bhd
	 	 	 
	 	 	 
	The
    Investor:	 
	 	 	 
	 	/s/
    Choo Chee Kong	 
	Name:	 Choo Chee Kong	 
	For and on behalf of CytoMed Therapeutics Pte Ltd
	 	 	 
	 	/s/
    Tan Yoong Ying	 
	Name:	Tan Yoong Ying	 
	For and on behalf of CytoMed Therapeutics (Malaysia) Sdn Bhd


 


Founding
Shareholders


 


	/s/
                                            Ong Ah Huay
	 	/s/
                                            Lucas Luk Tien Wee

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