Exhibit 10.8

Execution Version

DATED THE 30^TH DAY OF NOVEMBER 2021

BETWEEN

Otsaw Technology Solutions Pte. Ltd.

AND

Swisslog Healthcare Holding AG

AND

Otsaw Swisslog Healthcare Robotics Pte. Ltd.

as the Company

SHAREHOLDERS AGREEMENT

THIS AGREEMENT dated the 30^th day of November 2021 is entered into

BETWEEN:

(each a Party and together, the Parties.)

WHEREAS:

NOW IT IS HEREBY AGREED as follows:

“Affiliate” shall mean, in relation to a company, a person or company directly or indirectly Controlling, Controlled by or under direct or indirect common Control with such company; and in relation to a natural person, a person directly or indirectly Controlled by such person or the family members of such person;

“AGV Manufacturing Operations” shall have the meaning ascribed to it in the SPA;

“Articles” shall mean the Articles of Association or other constitutional documents of the Company from time to time;

“Auditors” shall mean the external auditors for the time being of the Company;

“Automated Guided Vehicles” or “AGVs” means the TransCar Automated Guided Vehicles originally developed by Swisslog and/or certain Subsidiaries and Related Corporations of Swisslog, and which, prior to the date of this Agreement, were originally manufactured by KUKA AG and/or any of KUKA AG’s Affiliates for Swisslog and any similar automated guided vehicles the Company manufactures and develops from time to time;

“AGV Manufacturing Operations” shall have the meaning ascribed to it in the SPA;

“Board” or “Board of Directors” shall mean the Board of Directors for the time being of the Company;

“Board Reserved Matters” shall have the meaning ascribed to it in Clause 4.8;

“Business” shall mean the business described in Clause 2.2;

“Business Day” means a day on which banks are generally open for business in Singapore and Frankfurt, Germany (other than Saturdays, Sundays and days which are gazetted or otherwise declared as public holidays);

“Call Option” shall have the meaning ascribed to it in Clause 7C.1;

“Call Option Notice” shall have the meaning ascribed to it in Clause 7C.2;

“Call Option Price” shall have the meaning ascribed to it in Clause 7C.1;

“Call Option Shares” shall have the meaning ascribed to it in Clause 7C.1;

“Canadian JBT Contract” means the contract concluded with Humber River Regional Hospital (Canada) and concerning the provision of maintenance services in respect of AGVs by the Vendor Group in Canada;

“Chairman” shall mean the chairman for the time being of the Board referred to in Clause 4.4;

“Companies Act” shall mean the Companies Act, Chapter 50 of Singapore, as amended, modified or supplemented from time to time;

“Completion” shall have the meaning ascribed to it in the SPA;

“Completion Date” shall have the meaning ascribed to it in the SPA;

“Confidential Information” shall have the meaning ascribed to it in Clause 12.1;

“Constitution” shall mean the constitution of the Company, as amended, modified or supplemented from time to time;

“Contract Compensation” shall have the meaning ascribed to it in the SPA;

“Control” means, in relation to a person:

and the expressions “is Controlled by” and “is under the Control of” and any other similar reference shall be construed accordingly;

“Default Sale Shares” shall have the meaning ascribed to it in Clause 8.1;

“Default Transfer Notice” shall have the meaning ascribed to it in Clause 8.1;

“Defaulting Shareholder” shall have the meaning ascribed to it in Clause 8.1;

“Designation Terms” shall have the meaning ascribed to it in Clause 16;

“Director” shall mean a director of the Company for the time being;

“Encumbrance” means any mortgage, assignment of receivables, debenture, lien, hypothecation, charge, pledge, title retention, right to acquire, security interest, option, pre- emptive or other similar right, right of first refusal, restriction, third-party right or interest, any other encumbrance, condition or security interest whatsoever or any other type of preferential arrangement (including without limitation, a title transfer or retention arrangement) having similar effect;

“Event of Default” shall have the meaning ascribed to it in Clause 8.1;

“Financial Year” shall mean the 12-month period ending on 30 April or such other date as determined by the Company;

“French AGV Business” means the business of (i) developing and manufacturing the Lamcar automated guided vehicles which are sold to and used by customers in France, and (ii) providing maintenance services in respect of (a) the Lamcar automated guided vehicles under service contracts in France and (b) the French TransCar Contracts.

“French TransCar Contracts” means the contracts concluded with (i) France - Chu Sud Francilien and (ii) France - Hopital Bourgoin Jallieu and concerning the provision of maintenance services in respect of AGVs by the Vendor Group in France;

“Independent Expert” shall have the meaning ascribed to it in the SPA;

“KUKA AG” means KUKA Aktiengesellschaft, the ultimate parent company of Swisslog;

“Maintenance Operations” means the provision of maintenance services in respect of the Automated Guided Vehicles under the Contracts carried on in the Territories and which customers are mainly hospitals and contractors engaged by hospitals;

“Manufacturing Agreement” shall have the meaning ascribed to it in the SPA;

“Non-Defaulting Shareholder” shall have the meaning ascribed to it in Clause 8.1.3;

“Offer Acceptance Period” shall have the meaning ascribed to it in Clause 6.3;

“Offered Subscription Shares” shall have the meaning ascribed to it in Clause 6.3;

“Put Option” shall have the meaning ascribed to it in Clause 7B.1;

“Put Option - Default Valuation” shall have the meaning ascribed to it in Clause 7B.5;

“Put Option Notice” shall have the meaning ascribed to it in Clause 7B.2;

“Put Option Price” shall have the meaning ascribed to it in Clause 7B.1;

“Put Option Shares” shall have the meaning ascribed to it in Clause 7B.1;

“Related Corporation” shall have the meaning given under Section 6 of the Companies Act;

“Restricted Entities” shall have the meaning ascribed to it in Clause 12.2.3;

“Revenue Period” shall have the meaning ascribed to it in the SPA;

“Revenue Statement” shall have the meaning ascribed to it in the SPA;

“Service Agreements” shall have the meaning ascribed to it in the SPA;

“Shareholder Reserved Matters” shall have the meaning ascribed to it in Clause 5.5;

“Shareholders” shall mean the shareholders for the time being of the Company who are parties to this Agreement;

“Shareholding Proportion” shall mean in relation to any Shareholder, the proportion as is equal to the proportion in which the number of Shares registered in the name of such Shareholder at any given time bears to the total number of issued Shares at the same given time;

“Shares” shall mean ordinary shares in the capital of the Company;

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

“SIAC” shall have the meaning ascribed to it in Clause 17.1;

“SIAC Rules” shall have the meaning ascribed to it in Clause 17.1;

“SPA” shall have the meaning ascribed to it in Recital (C) and a copy is set out in Schedule 1;

“Subscription Offer” shall have the meaning ascribed to it in Clause 6.2;

“Subsidiary” shall have the meaning given under Section 5 of the Companies Act;

“Swedish JBT Contract” means the contract concluded with Karolinska, Huddinge Sjukehus, Stockholm and concerning the provision of maintenance services in respect of AGVs by the Vendor Group in Sweden;

“Swisslog Designations” shall have the meaning ascribed to it in Clause 16;

“Swisslog Director” shall have the meaning ascribed to it in Clause 4.1;

“Territories” means the world;

“Tranche” shall have the meaning ascribed to it in Clause 7B.1.

“Transaction Documents” shall have the meaning ascribed to it in the SPA;

“Transferred Assets” shall have the meaning ascribed to it in the SPA;

“Vendor Group Designations” shall have the meaning ascribed to it in the SPA;

“Vendor Group” shall have the meaning ascribed to it in the SPA;

References to “person” include an individual, a firm, a company, an organisation, a partnership and a corporation.

Representations and Warranties

Board of Directors and Proceedings

(The relevant director appointed by Swisslog, the “Swisslog Director”)

A Shareholder that is entitled to appoint a Director(s) may also remove that Director(s). A Shareholder that is entitled to appoint or remove a Director(s) shall do so by giving written notice to the Company and to the other Shareholder(s), and in the case of removal of a Director, also to the Director being removed, in accordance with the notification provision provided in this Agreement. A Shareholder that ceases to be entitled to appoint a Director(s) shall take the steps necessary for the removal of any Director(s) appointed by it. The Company and the Shareholders shall take the steps necessary for the appointment and/or removal of such Director(s) upon the receipt of such written notice, such that the appointment and/or removal of such Director(s) is in accordance with the Companies Act and the Constitution.

Provided that for the purpose of sub-clause (a), the Directors may meet together either in person or by telephone, radio, conference television or similar communication equipment or any other form of audio or audio-visual instantaneous communication by which all persons participating in the meeting are able to hear and be heard by all other participants, for the despatch of business and adjourn and otherwise regulate their meetings as they think fit and that the quorum for such teleconference meetings shall be the same as the quorum required for a Board meeting provided under this Agreement. A resolution passed by such a conference shall, notwithstanding that the Directors are not present together at one place at the time of the conference, be deemed to have been passed at a meeting of the Directors held on the day and at the time at which the conference was held and shall be deemed to have been held at the registered office of the Company, unless otherwise agreed, and all Directors participating at that meeting shall be deemed for all purposes of this Agreement to be present at that meeting.

Management and Operations

Unless the Parties otherwise agree, the Parties shall procure that the Company shall utilise the following persons for the positions stated below:-

In the event the Subscription Offer is declined or deemed to be declined, the portion of the Offered Subscription Shares which is not subscribed for shall be offered to all other Shareholders who subscribed for their Offered Subscription Shares in full on a pro rata basis pursuant to their Shareholding Proportion inter se (which procedure shall be repeated until all Offered Subscription Shares have been allotted (as nearly as may be without involving fractions or increasing the number allotted to any subscribing Shareholder beyond that applied for by it or not all Offered Subscription Shares may be allotted to the Shareholders due to the Offered Subscription Shares being undersubscribed. In such case where any of the Offered Subscription Shares remain undersubscribed, the Offered Subscription Shares shall be allotted to the relevant subscribing Shareholders in accordance with their applications and any remaining Offered Subscription Shares may be offered to any other person as the Directors may determine at the same price and on the same terms as the offer to the subscribing Shareholders.

The Parties agree that Swisslog may, in its sole discretion, exercise its right under sub-clause (i) or under sub-clause (ii), and not both. The Parties agree that once its right under either sub- clause (i) or sub-clause (ii) is exercised and the transfers of the respective Shares are completed, Swisslog shall have no further remedies in respect of Otsaw’s default in paying the applicable Put Option Price, Otsaw shall be released and discharged from all remaining Put Option Prices which have not already been paid (and whether or not the respective Tranche has been exercised or is exercisable) and all liabilities arising from or related to its default in paying the Put Option Price (or any portion thereof), and Swisslog shall have no further claims and demands for the payment of the Put Option Price (or any portion thereof) or arising from or related to such default by Otsaw in paying the applicable Put Option Prices.

For the avoidance of doubt, Swisslog hereby agrees and acknowledges that Otsaw may exercise the Call Option at any time provided that the Call Option is exercised for all the three (3) Tranches at the same time.

Stamp duties in connection with the Put Option and Call Option shall be borne by Otsaw. For the avoidance of doubt, in case the Put Option was exercised for a respective Tranche, the Call Option may not be exercised further with respect to such Tranche and vice-versa.

(each of the above being an “Event of Default”) then upon the Company or the Non-Defaulting Shareholder being aware of the Event of Default, the Non-Defaulting Shareholder shall be entitled to serve on the Defaulting Shareholder, a notice (the “Default Transfer Notice”) requiring to buy all Shares of the Company held by the Non-Defaulting Shareholder (the “Default Sale Shares”) at fair value of such Shares (and only in the case of Clause 8.1.5 above, with a discount of 40% applied to such fair value) as determined by an international third party independent valuer to be appointed by the Non-Defaulting Shareholder (with the Defaulting Shareholder’s consent which shall not be unreasonably withheld). All costs and expenses incurred in connection with the appointment of such third party independent valuer shall be borne by the Company.

For the avoidance of doubt, the rights conferred in this Clause 9.2 are in addition to and shall not limit the rights and remedies of a Shareholder under Clause 8.

Co-Operation: The Shareholders shall use their reasonable endeavours to co-operate and work together in promoting the Business as well as the smooth and efficient administration and operations of the Company.

All parties shall take all reasonable steps to minimise the risk of disclosure of confidential information, by ensuring that only they themselves their directors, employees and/or agents whose duties will require them to possess any of such information shall have access thereto, and will be instructed to treat the same as confidential.

(“Restricted Business” means any restricted conduct or activity set forth in sub-clauses (a) and (d) above).

Indemnity: In the event that any Shareholder hereto shall be in breach of this Agreement, such party shall indemnify the other Shareholder hereto against and save harmless from any and all claims, losses, damages, costs, expenses and deficiencies including legal fees on a full indemnity basis, suffered, incurred or sustained by the other Shareholder hereto and in consequence of or in relation to any breaches of this Agreement. For this purpose, the losses suffered by a Shareholder shall include any claims, losses, damages, costs, expenses and deficiencies suffered, incurred or sustained by the Company, in proportion to its relative shareholding in the Company.

Force Majeure: No claim for damage or any other remedy shall arise out of any breach of, or any failure to perform any of the obligations arising under, this Agreement if such breach or failure is caused by any force majeure event, provided that such party uses its best endeavours to avoid or mitigate all adverse effects of such force majeure.

The Parties hereby agree that in the event that Swisslog ceases to be a Shareholder of the Company, the Company may nevertheless continue to carry on a business whether similar to the Business (or any part of it) or otherwise, under a title or name comprising or containing the word “Swisslog” or any other trademarks or designations of Swisslog and any of its Affiliates (collectively the “Swisslog Designations”), subject to the Parties agreeing on a royalty fee and any other market standard terms (collectively, the “Designation Terms”). If the Parties fail to agree on such Designation Terms, the Company and any of its Related Corporations, shall cease and desist to use the Swisslog Designations within 3 months but in any event within 5 months of Swisslog ceasing to be a Shareholder.

Address: 12 Kaki Bukit View #04-00, Singapore 415948
Email address:Tobias@otsaw.com.sg / raymond@otsaw.com.sg
Attention: Tobias Klesen / Raymond Lee

c/o Swisslog Healthcare Holding AG

Address: Webereiweg 3, 5033 Buchs AG, Switzerland

Email address: robert.oldin@swisslog-healthcare.com Florian.Dorow@kuka.com
Attention: Robert Oldin, Florian Dorow

with a copy to (which shall not constitute notice):

c/o Luther LLP

Address: 4 Battery Road, Bank of China Building #25-01, Singapore 049908,
Singapore

Email address: clemens.leitner@luther-lawfirm.com
Attention: Clemens Leitner

Address: 12 Kaki Bukit View #04-00, Singapore 415948

Email address:Tobias@otsaw.com.sg / raymond@otsaw.com.sg
Attention: Tobias Klesen / Raymond Lee

Any such notice, demand or communication shall be deemed to have been duly served (if given by electronic mail) immediately upon receiving acknowledgment of receipt from the intended recipient via the electronic mail (as the case may be) or (if given or made by letter) five (5) Business Days after posting and in proving the same it shall be sufficient to show that the envelope containing the same was duly addressed, stamped and posted.

SCHEDULE 1
SPA

DATED 16 NOVEMBER 2021

BETWEEN

Swisslog Healthcare Holding AG
(as vendor)

Otsaw Technology Solutions Pte. Ltd.
(as purchaser)

AND

Otsaw Digital Pte. Ltd.
(as guarantor)

MASTER ASSET SALE AGREEMENT

relating to the Sale and Purchase of Specific Swisslog Assets in
Singapore, Germany, Italy, Netherlands, Norway and Switzerland

TABLE OF CONTENTS

SCHEDULES AND EXHIBITS

THIS MASTER ASSET SALE AGREEMENT (this “Agreement”) is made on 16 November 2021:

BETWEEN:

AND

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

WHEREAS:

NOW IT IS HEREBY AGREED as follows:

“Accounts Receivable” means all receivables owing to the Vendor Group relating to the Transferred Assets and/or the Maintenance Operations by any of its trade debtors or customers as at the Completion Date, including those identified in Part 1 of the Disclosure Schedule.

“Actual Revenue” has the meaning ascribed to it in Clause 10.2.

“Advance Payments” means advance payments and deposits received by the Vendor Group from customers under the Contracts as at the Completion Date for services to be performed after the Completion Date, and a list of such Advance Payments as of the date of this Agreement is set forth in Part 1 of the Disclosure Schedule.

“Affiliate” means, with respect to a person, any person that directly or indirectly Controls, is directly or indirectly Controlled by or is under direct or indirect common Control with such person.

“AGVs” or “Automated Guided Vehicles” means the “TransCar” automated guided vehicles developed by the Vendor and/or other members of the Vendor Group, and which were manufactured by KUKA AG and/or any of its Affiliates, including those identified in Part 1 of the Disclosure Schedule.

“AGV Manufacturing Operations” means the operations of manufacturing the Automated Guided Vehicles as carried on by KUKA AG or any of its Affiliates from time to time, which Automated Guided Vehicles are sold to and used by customers of the Vendor Group.

“Ancillary Agreements” means the Service Agreements, the Shareholders Agreement and the Local Transfer Agreements.

“Anticipated Revenue” has the meaning ascribed to it in Clause 10.1.

“Assumed Liabilities” has the meaning ascribed to it in Clause 2.3.

“Books and Records” means all manuals, documents, information and business records (including accounting books and other financial records) relating to the Automated Guided Vehicles, the Transferred Assets and/or the Maintenance Operations as of the Completion Date, including those identified in Part 1 of the Disclosure Schedule.

“Business Day” means a day on which banks are generally open for business in Singapore and Frankfurt, Germany (other than Saturdays, Sundays and days which are gazetted or otherwise declared as public holidays).

“Canadian JBT Contract” means the contract concluded with Humber River Regional Hospital (Canada) and concerning the provision of maintenance services in respect of AGVs by the Vendor Group in Canada.

“Cash Balance” means cash and cash equivalents, any cash in hand and at bank and any cheques, bills, notes or securities held by the Vendor Group relating to the Transferred Assets and/or the Maintenance Operations or otherwise, excluding the Advance Payments.

“Cash Price” has the meaning ascribed to it in Clause 3.1(a).

“Companies Act” means the Companies Act, Chapter 50 of Singapore.

“Completion” means the completion of the sale and purchase of the Transferred Assets and the assumption of the Assumed Liabilities pursuant to Clause 8.

“Completion Date” means (i) the last Business Day of the calendar month in which the last Condition Precedent is fulfilled or waived (other than those Conditions Precedent that by their terms may only be fulfilled at Completion but subject to the fulfilment or waiver of those Conditions Precedent at such time) or (ii) such other date as may be agreed in writing between the Purchaser and the Vendor.

“Conditions Precedent” means the conditions precedent set forth in Schedule 2.

“Consideration” means the consideration for the sale, purchase and transfer of the Transferred Assets, being the consideration specified in Clause 3.1.

“Consideration Adjustments” means the adjustments set out in Schedule 6 and as referred to in Clause 10 respectively.

“Contingent Shared Contract” has the meaning ascribed to it in Clause 7.3.

“Contingent Transferred Contract” has the meaning ascribed to it in Clause 7.2.

“Contract Compensation” has the meaning ascribed to it in Clause 10.5.

“Contract Notice” has the meaning ascribed to it in Clause 7.2(b).

“Contract Party” has the meaning ascribed to it in Clause 7.2.

“Contracts” means the service and maintenance contracts which are identified in Part 1 of the Disclosure Schedule.

“Control” means (and its permutations shall have correlative meanings) with respect to any person, the power to direct, directly or indirectly, the management, operations or business of such person, either by ownership over voting securities, contracts or otherwise.

“Dataroom” means the virtual dataroom set up for “Project Pilatus” accessible at https://www.securedocs.com/ (Project Pilatus – AGV Transaction) the content of which is evidenced by the Dataroom Media.

“Dataroom Media” has the meaning ascribed to it in Clause 8.2(e).

“De Minimis Amount” has the meaning ascribed to it in Clause 13.4.

“Disclosed” means fully and fairly disclosed in Part 2 of the Disclosure Schedule and with sufficient detail so as to enable a reasonable experienced purchaser, assisted by professional advisers, to identify and assess the nature, relevance and scope of the facts, matters and circumstances so disclosed.

“Disclosure Schedule” means the disclosure schedule as attached to this Agreement as Schedule 1.

“Eligible Third Party Proceeds” has the meaning ascribed to it in Clause 13.9.

“Employment Offer” has the meaning ascribed to it in Clause 6.3.

“Encumbrance” means any claim, charge, mortgage, security, lien, option, equity, power of sale, hypothecation or other third party rights, retention of title, right of pre-emption, right of first refusal or security interest of any kind.

“Excluded Assets” has the meaning ascribed to it in Clause 2.2.

“Excluded Liabilities” has the meaning ascribed to it in Clause 2.4.

“Existing Policies” has the meaning ascribed to it in Clause 5.3.

“French AGV Business” means the business of (i) developing and manufacturing the Lamcar automated guided vehicles which are sold to and used by customers in France, and (ii) providing maintenance services in respect of (a) the Lamcar automated guided vehicles under service contracts in France and (b) the French TransCar Contracts.

“French TransCar Contracts” means the contracts concluded with (i) France - Chu Sud Francilien and (ii) France - Hopital Bourgoin Jallieu and concerning the provision of maintenance services in respect of AGVs by the Vendor Group in France.

“Guaranteed Liabilities” has the meaning ascribed to it in Clause 19.1(a).

“Indemnity Notice” has the meaning ascribed to it in Clause 13.2.

“Independent Expert” has the meaning ascribed to it in Clause 9.3.

“Intellectual Property” means the Intellectual Property Rights owned and used by the Vendor Group to the extent relating to the Automated Guided Vehicles, the Transferred Assets and/or the Maintenance Operations as at the Completion Date, including those which are identified in Part 1 of the Disclosure Schedule (which excludes, for the avoidance of doubt, the Vendor Group Designations).

“Intellectual Property Rights” includes patents, know-how, trade secrets and other confidential information, registered designs, copyrights, design rights, trademarks, service marks, business or brand names, domain names, registrations of and applications to register any of the aforesaid items, rights in the nature of any of the aforesaid items in any country, rights in the nature of unfair competition rights and rights to sue for passing off and all relevant rights for the enforcement and protection thereof.

“JV Company” has the meaning ascribed to it in Recital (C).

“JV Company Shares” has the meaning ascribed to it in Clause 3.1(c).

“JV Company Shares Put and Call Option” has the meaning ascribed to it in Clause 21.

“KUKA AG” means KUKA Aktiengesellschaft, the ultimate parent company of the Vendor.

“Liabilities” means all liabilities, duties and obligations of every description, whether deriving from contract, common law, statute or otherwise, whether present or future, actual or contingent, ascertained or unascertained or disputed, know or unknown, and whether owed or incurred severally or jointly and as principal or surety or other howsoever, and “Liability” means any one of them.

“Local Transfer Agreements” has the meaning ascribed to it in Clause 8.4(c).

“Long-Stop Date” has the meaning ascribed to it in Clause 4.4.

“Losses” means all losses, liabilities, costs (including, without limitation, legal costs), charges, expenses, penalties, actions, proceedings, claims and demands.

“Maintenance Operations” means the provision of maintenance services in respect of the Automated Guided Vehicles under the Contracts carried on in the Territories and which customers are mainly hospitals and contractors engaged by hospitals.

“Manufacturing Agreement” means the manufacturing agreement entered into between KUKA AG and the Vendor for the manufacturing of the Automated Guided Vehicles as in force as of the date of this Agreement.

“OTSAW Shares” has the meaning ascribed to it in Clause 3.1(b).

“Payables and Debts” means any and all payables and debts and other forms of monetary indebtedness owed by the Vendor Group to third parties relating to the Transferred Assets and/or the Maintenance Operation as at the Completion Date, including those identified in Part 1 of the Disclosure Schedule.

“Payment Related Claims” means any Vendor Indemnity Claim related to the payment of the Consideration, the Put Option, the JV Company Shares Put and Call Option, the Remaining Stock and Inventory Price and the valuation protection pursuant to Clause 20A.

“Performance Bond Contracts” has the meaning ascribed to it in Clause 5.5.

“Post-Completion Operations” has the meaning ascribed to it in Clause 10.3.

“Preliminary Allocation” has the meaning ascribed to it in Clause 9.1.

“Purchaser’s Allocation Notice” has the meaning ascribed to it in Clause 9.2.

“Purchaser Designee” has the meaning ascribed to it in Clause 1.5.

“Purchaser Liquidity Event” has the meaning ascribed to it in Clause 20.1.

“Purchaser Portion of the Shared Contract” has the meaning ascribed to it in Clause 7.3.

“Purchaser Warranties” has the meaning ascribed to it in Clause 12.1.

“Put Option” has the meaning ascribed to it in Clause 20.1.

“Put Option Completion” has the meaning ascribed to it in Clause 20.4.

“Put Option Completion Date” has the meaning ascribed to it in Clause 20.4.

“Put Option Notice” has the meaning ascribed to it in Clause 20.1.

“Put Option Price” has the meaning ascribed to it in Clause 20.2.

“Put Option Shares” has the meaning ascribed to it in Clause 20.1.

“Recovery Claim” has the meaning ascribed to it in Clause 13.2.

“Related Corporation” shall have the meaning given under Section 6 of the Companies Act.

“Relevant Transaction Documents” has the meaning ascribed to it in Clause 11.1(a).

“Remaining Stock and Inventory Price” has the meaning ascribed to it in Clause 17.4.

“Restricted Business” has the meaning ascribed to it in Clause 18.1.

“Restricted Entities” has the meaning ascribed to it in Clause 18.3.

“Revenue Period” has the meaning ascribed to it in Clause 10.1.

“Revenue Statement” has the meaning ascribed to it in Clause 10.2.

“Salaried Employees” has the meaning ascribed to it in Clause 6.1.

“Service Agreements” has the meaning ascribed to it in Clause 8.4(a).

“Shared Contract” has the meaning ascribed to it in Clause 7.3.

“Shareholders Agreement” has the meaning ascribed to it in Clause 8.4(b).

“Singapore Dollar(s)” and “S$” mean the lawful currency of Singapore.

“Stock and Inventory” means the spare parts, stock, raw materials, and work in progress owned by the Vendor Group from time to time and which are used or intended to be used in connection with the Automated Guided Vehicles, the Transferred Assets and/or the Maintenance Operations.

“Straddle Period” means any taxable period that begins on or before and ends after the Completion Date.

“Surviving Clauses” means Clause 1, Clause 13, Clause 15, Clause 22.1, Clause 22.3, Clause 22.5, Clause 22.11, Clause 22.15 and Clause 22.18.

“Swedish JBT Contract” means the contract concluded with Karolinska, Huddinge Sjukehus, Stockholm and concerning the provision of maintenance services in respect of AGVs by the Vendor Group in Sweden.

“Taxation” or “Tax” means all forms of taxation whether direct or indirect and whether levied by reference to income, profits, gains, net wealth, asset values, turnover, added value or other reference and statutory, governmental, state, provincial, local governmental or municipal impositions, duties, contributions, rates and levies (including without limitation social security contributions and any other payroll taxes), whenever and wherever imposed (whether imposed by way of a withholding or deduction for or on account of tax or otherwise) and in respect of any person and all penalties, charges, costs and interest relating thereto.

“Territories” means the world.

“Third Party Claim” has the meaning ascribed to it in Clause 14.1.

“Third Party Consents” means all consents, licences, approvals, authorisations or waivers required from third parties for the conveyance, transfer or assignment in favour of a Purchaser Designee of any of the Transferred Assets and on terms reasonably acceptable to the Purchaser and the Vendor, and “Third Party Consent” means any one of them.

“Threshold” has the meaning ascribed to it in Clause 13.4.

“Transaction Documents” means this Agreement and the Ancillary Agreements.

“Transaction Tax” has the meaning ascribed to it in Clause 22.9.

“Transferred Assets” means the assets, properties and rights agreed to be sold pursuant to Clause 2 (for the avoidance of doubt, other than the Excluded Assets).

“VAT or GST” has the meaning ascribed to it in Clause 3.4.

“Vendor Claims” means all rights and claims of the Vendor Group relating to the Transferred Assets and/or the Maintenance Operations arising at any time after Completion and with respect to any events, matter and circumstances occurring after the Completion Date provided that any and all rights and claims of the Vendor Group under the Contracts shall follow the provisions set forth for “Contracts” in this Agreement, in particular the provisions for the transfer of Contracts pursuant to Clause 7.

“Vendor Employee” has the meaning ascribed to it in Clause 6.1.

“Vendor Group” means the Vendor and its subsidiaries which are identified in Schedule 3.

“Vendor Group Designations” means the brands and designations of Vendor and its Affiliates set forth in Schedule 7, which exclude the brands and designations exclusively used by the Vendor Group relating to the Automated Guided Vehicles, the Transferred Assets, the Maintenance Operations.

“Vendor Indemnity Claim” has the meaning ascribed to it in Clause 15.2.

“Vendor Indemnity Notice” has the meaning ascribed to it in Clause 15.2.

“Vendor Performance Bonds” has the meaning ascribed to it in Clause 5.5.

“Vendor Portion of the Shared Contract” has the meaning ascribed to it in Clause 7.3.

“Vendor Warranties” has the meaning ascribed to it in Clause 11.2.

as the same may exist immediately prior to Completion and such Transferred Assets shall (unless otherwise specified in this Agreement) as part of the sale and transfer be assigned, conveyed and/or delivered to, and acquired and/or assumed by a Purchaser Designee, at Completion free of Encumbrances.

and subject to (i) the Consideration Adjustments as per Clause 10; and (ii) a deduction for an amount equivalent to the Advance Payments.

The Purchaser may at any time waive in whole or in part and conditionally or unconditionally the Conditions Precedent set out in paragraphs 2 and 3 of Schedule 2 by notice in writing to the Vendor.

and, for the avoidance of doubt, shall permit the Purchaser and the applicable Purchaser Designee to continue operating the Maintenance Operations to be sold and transferred under this Agreement.

Each of the Purchaser and Vendor hereto shall not, and shall cause its respective Affiliates not to, bring any claim or demand (including for breach of any representation and warranty, covenant or indemnity relating to the transactions contemplated hereby) against the other Party or any of its Affiliates in respect of or based upon any of the Local Transfer Agreements, except to the extent necessary to enforce (by way of specific performance or similar relief) any transfer of the Transferred Assets or the assumption of Assumed Liabilities in a manner consistent with the terms of this Agreement. All other claims and demands (except as referred to above) shall be brought in accordance with, and be subject to the provisions, rights and limitations set out in this Agreement.

The representations and warranties in Clause 11.1 are given as of the date of this Agreement and are deemed repeated immediately before Completion by reference to the facts and circumstances subsisting at such date.

(collectively with the applicable representations and warranties of the Purchaser in Clause 11.1 above the “Purchaser Warranties”).

The Purchaser Warranties are given as of the date of this Agreement and are deemed repeated immediately before Completion by reference to the facts and circumstances subsisting at such date.

The Vendor hereby covenants and undertakes with the Purchaser that it shall indemnify, defend and hold harmless the Purchaser, or, at the selection of the Purchaser, any Purchaser Designee from and against any Losses to the extent arising or resulting from:-

Following Completion, if the Purchaser becomes aware of any facts, matters or circumstances that might entitle the Purchaser to a claim or demand for indemnification under the Vendor’s indemnities pursuant to Clause 13.1 (each a “Recovery Claim”), the Purchaser shall notify the Vendor promptly, but at the latest within 15 Business Days from becoming so aware, in writing (the “Indemnity Notice”) and shall describe in such Indemnity Notice in reasonable details the facts, matters or circumstances then known to the Purchaser in order to substantiate the notified Recovery Claim. Any failure to provide an (appropriate) Indemnity Notice shall not release the Vendor from any of its Liabilities under this Agreement except and to the extent that such failure shall have caused the Losses for which the Vendor is liable for to be greater than such Losses would have been had the Purchaser given the Vendor prompt notice hereunder.

Following issuance of an Indemnity Notice, and in each case subject to the further procedures, restrictions and limitations set forth in this Agreement, the Purchaser shall be entitled to claim for indemnification against the Vendor in respect of the relevant Losses underlying the relevant Recovery Claim.

In the event the Vendor receives an Indemnity Notice, the Vendor shall notify the Purchaser within 30 Business Days following its receipt of such Indemnity Notice whether the Vendor disputes its liability to the Purchaser in connection with the notified Recovery Claim. Within such 30 Business Days period beginning on the date of receipt by the Vendor of the Indemnity Notice, the Purchaser and the Vendor shall reasonably cooperate with and assist each other in determining the validity of any such Recovery Claim and shall attempt to agree upon the rights and obligations of the respective Party with respect to such Recovery Claim. If the Vendor and the Purchaser are unable to agree as to any particular item or amount of such Recovery Claim, then either of the Parties may submit such Recovery Claim for resolution in accordance with Clause 22.19. For the avoidance of doubt, in case the Indemnity Notice involves a Third Party Claim, Clause 14 shall apply.

A Recovery Claim shall expire (and shall be precluded) unless the Vendor receives an Indemnity Notice within 36 months after Completion. In case an Indemnity Notice is not timely delivered within the period stipulated above, any Recovery Claims shall become time-barred and forever deemed waived, released and discharged. If any Recovery Claim is based upon a Liability which is contingent only (such as, for the avoidance of doubt, in case of a Third Party Claim), the Vendor shall not be liable unless and until such contingent Liability gives rise to an actual Liability. The Purchaser shall nevertheless have the right to give an Indemnity Notice of that Recovery Claim before such time. The limitation periods set out in this Clause 13.3 shall be suspended in respect of the relevant matters or circumstances on which the relevant Recovery Claim is based during the period of time until the contingent Liability becomes an actual Liability.

The Vendor shall only be liable for Recovery Claims if (i) the amount of the Liability pursuant to a single Recovery Claim or a series of similar Recovery Claims arising from substantially the same facts, matters or circumstances exceeds S$10,000 (the “De Minimis Amount”), in which case the full amount and not just the amount in excess of such amount shall be used for the Threshold, and (ii) the aggregate amount of a single Recovery Claim or all Recovery Claims exceeding the De Minimis Amount exceed S$100,000 (the “Threshold”), provided that if the Threshold is exceeded, the Vendor shall be liable for the full amount exceeding the De Minimis Amount and not just the amount in excess of the Threshold.

The aggregate liability of the Vendor in respect of any and all Recovery Claims by the Purchaser shall be limited to the sum of S$6 Million being the estimated cash value of the aggregate Consideration (taking into account the price to be paid for the acquisition of the JV Company Shares to be held by the Vendor and less the approximate aggregate salaries of the Salaried Employees to be borne pursuant to Clause 6.1).

The Purchaser shall use reasonable efforts to take the actions as may be required or necessary to mitigate any Losses in connection with a Recovery Claim, including taking actions to remedy the Loss, asserting claims or demands against a third party or otherwise applying measures that would reduce or eliminate a Loss provided that the Vendor shall, as soon as reasonably practicable, reimburse or indemnify the Purchaser for any costs or other expenses incurred in connection therewith.

The Vendor shall have no liability for any Losses in connection with a Recovery Claim if and to the extent (i) the Purchaser or any of its Affiliates has already recovered any amounts from the Vendor or its Affiliates in respect of the same facts, matters or circumstances underlying the Recovery Claim and the Vendor or its Affiliates shall not be liable to make any duplicative payment in respect of the same Loss in relation to any Recovery Claim, (ii) a Loss arises or is increased as a result of changes in laws or accounting standards, including any changes in administrative practices by governmental authorities, in each case which occur after the Completion, (iii) a Loss (a) arises or is triggered by any action or omission allowed for in, provided for in, or otherwise contemplated to be taken by, this Agreement or any other Transaction Document or (b) would not have arisen or have been triggered but for any non-performance or non-compliance, or default in performance or compliance with, any covenant or other agreement of the Purchaser or any of its Affiliates set forth in this Agreement or any other Transaction Document.

The Vendor shall have no liability towards the Purchaser for a breach or inaccuracy of any Vendor Warranty if and to the extent that the facts, matters or circumstances forming the basis for and underlying such Recovery Claim were Disclosed.

The Vendor agrees that the Purchaser shall be entitled to treat the Losses of the Purchaser Designee as the Losses of the Purchaser, however, the Vendor shall not be liable to make double payment to the Purchaser and Purchaser Designee for the same Losses.

Any amounts paid by the Vendor in connection with a Recovery Claim shall be considered an adjustment to the Consideration to the extent allowed under applicable laws. Purchaser and Vendor, and each of their respective Purchaser Designees and members of the Vendor Group, shall prepare and file Tax returns (and if applicable, accounting documents) consistent with the treatment described in the foregoing sentence.

If any portion of Losses of a Recovery Claim may be covered, in whole or in part, by third party insurance coverage maintained by the Purchaser or the relevant Purchaser Designee or may otherwise be recovered by the Purchaser or the relevant Purchaser Designee from any third party, the Purchaser shall promptly give notice thereof to the Vendor, and the Vendor and the Purchaser shall, and shall procure the relevant Purchaser Designee to, use its reasonable efforts to recover or collect the amount of such Losses (all such proceeds actually received, net of Taxes and costs incurred by the Purchaser or the Purchaser Designee in seeking such collection collectively the “Eligible Third Party Proceeds”).

In any case where the Purchaser or the relevant Purchaser Designee recovers from a third party any Eligible Third Party Proceeds in respect of any Losses which the Vendor has actually paid to or on behalf of the Purchaser in discharge of a Recovery Claim, the Purchaser or the relevant Purchaser Designee shall promptly pay over to the Vendor such Eligible Third Party Proceeds so recovered (after deducting therefrom the amount of expenses incurred in procuring such recovery) that the Vendor would not have had to pay pursuant to Clause 13.9 had such determination been made at the time of such payment, but not in excess of the sum of any amount previously paid by the Vendor to or on behalf of the Purchaser or the relevant Purchaser Designee in discharge of the Recovery Claim.

From and after Completion, except for claims for specific performance and injunctive relief pursuant to any of the other Transaction Documents (including in particular the Local Transfer Agreements whereby reference is made to Clause 8.9), Purchaser’s sole and exclusive remedy with respect to any and all claims and demands relating to this Agreement, the Transferred Assets, the Assumed Liabilities and the Maintenance Operations shall be pursuant to a Recovery Claim as set forth in this Clause 13 and subject to the further procedures, exclusions and limitations set out in this Agreement. For the avoidance of doubt, any claims made in relation to the subject of the Service Agreements and the Manufacturing Agreement shall be subject to provisions of the respective agreements.

Following Completion and notwithstanding anything to the contrary contained in this Agreement, no breach or inaccuracy of any representation or warranty or non-compliance or non-performance, or default in compliance or performance with, any covenant or other agreement contained herein shall give rise to any right on the part of Purchaser, on the one hand, or Vendor, on the other hand, to rescind this Agreement or withdraw from the transactions contemplated thereby.

The limitations set forth in this Clause 13 shall not apply to any Loss to the extent such Loss arises as a result of fraud or wilful misconduct on the part of the Vendor or any member of the Vendor Group.

The Purchaser hereby covenants and undertakes with the Vendor that it shall indemnify, defend and hold harmless the Vendor and any other member of the Vendor Group from and against any Losses to the extent arising or resulting from:-

Following Completion, if the Vendor becomes aware of any facts, matters or circumstances that might entitle the Vendor to a claim or demand for indemnification under the Purchaser’s indemnities pursuant to Clause 15.1 (the “Vendor Indemnity Claim”), the Vendor shall notify the Purchaser promptly, but at the latest within 15 Business Days from becoming so aware, in writing (the “Vendor Indemnity Notice”) and shall describe in such Vendor Indemnity Notice in reasonable details the facts, matters or circumstances then known to the Vendor in order to substantiate the notified Vendor Indemnity Claim. Any failure to provide an (appropriate) Vendor Indemnity Notice shall not release the Purchaser from any of its Liabilities under this Agreement except and to the extent that such failure shall have caused the Losses for which the Purchaser is liable for to be greater than such Losses would have been had the Vendor given the Purchaser prompt notice hereunder.

Following issuance of a Vendor Indemnity Notice, and in each case subject to the further procedures, restrictions and limitations set forth in this Agreement, the Vendor shall be entitled to claim for indemnification against the Purchaser in respect of the relevant Losses underlying the relevant Vendor Indemnity Claim.

In the event the Purchaser receives a Vendor Indemnity Notice, the Purchaser shall notify the Vendor within 30 Business Days following its receipt of such Vendor Indemnity Notice whether the Purchaser disputes its liability to the Vendor in connection with the notified Vendor Indemnity Claim. Within such 30 Business Days period beginning on the date of receipt by the Vendor of the Vendor Indemnity Notice, the Purchaser and the Vendor shall reasonably cooperate with and assist each other in determining the validity of any such Vendor Indemnity Claim and shall attempt to agree upon the rights and obligations of the respective Party with respect to such Vendor Indemnity Claim. If the Vendor and the Purchaser are unable to agree as to any particular item or amount of such Vendor Indemnity Claim, then either of the Parties may submit such Vendor Indemnity Claim for resolution in accordance with Clause 22.19.

(“Restricted Business” means any restricted conduct or activity set forth in sub-clauses (a) and (d) above).

Pursuant to Clauses 78 and 7C of the Shareholders Agreement, the Purchaser shall grant to the Vendor a put option and the Vendor shall grant to the Purchaser a call option, for the sale and purchase of the JV Company Shares held by the Vendor in three tranches, exercisable yearly commencing on the date falling one year from the Completion Date. Each tranche shall comprise 1,333 or 1,334 ordinary shares (as the case may be) of the JV Company and shall be for a cash consideration of S$ 800,000 for each tranche (the “JV Company Shares Put and Call Option”). For the avoidance of doubt, any payments of the cash consideration for any tranche shall be made subject to any set-off or deduction or any counterclaim whether any such set-off, deduction or counterclaim arises under this Agreement or the Shareholders Agreement and subject to the other provisions of this Agreement (including Clause 22.14).

Save as may be required to be disclosed pursuant to any applicable laws or to any competent governmental or statutory authority or rules or regulations of any relevant regulatory, administrative or supervisory body or for the purpose of the satisfaction of the Conditions Precedent set out in Schedule 2, each Party undertakes that it or its Affiliates will not make any announcement or press release or disclosure in connection with this Agreement unless the other Parties hereto shall have given its consent to such announcement, press release or disclosure (which consent may not be unreasonably withheld). Each Party agrees to provide the other Parties with a draft of any announcement, press release or disclosure it or its Affiliates intend to make in connection with this Agreement, for review.

This Agreement embodies the entire terms and conditions agreed upon by the Parties as to the subject matter of this Agreement and supersedes and cancels in all respects any previous agreement, understanding, letter of intent, representation, warranty, undertaking and arrangement of any nature whatsoever amongst the Parties with respect to the subject matter hereof, whether such be written or oral.

Unless otherwise agreed to by the Parties or and save as permitted under Clause 22.1, each Party shall treat as confidential and not disclose or use any information received or obtained as a result of entry into this Agreement (or any agreement entered into pursuant to this Agreement) which relates to:

whether in writing, visual, pictorial, machine readable, or any other form (including prototypes and samples), and whether or not identified or marked to be proprietary, confidential or secret prior to their disclosure, and includes any copies, notes and other instruments derived or made therefrom.

The confidentiality obligations pursuant to Clause 22.3 shall not apply to:

In the event that a receiving Party or any of its Affiliates are required by applicable laws or requested by a governmental authority to disclose any of the confidential information, the receiving Party will, to the extent legally permissible, provide the disclosing Party with prompt prior written notice so that the disclosing Party may seek a protective order or other appropriate remedy. In the event the disclosing Party determines to seek such protective order or other remedy, the receiving Party or any of its Affiliates will reasonably cooperate with such disclosing Party in seeking such protective order or other remedy.

For the avoidance of doubt, this Clause 22.3 shall not operate or prohibit any retention of copies of records or any disclosure in connection with the preparation and filing of financial statements or Tax returns of the Vendor or its Affiliates or as otherwise provided or allowed for pursuant to this Agreement.

No Party may assign all or any part of its rights or transfer all or any part of its obligations under this Agreement without the prior written consent of the other Parties. This Agreement shall be binding on and shall enure for the benefit of each Party’s successors, permitted assigns, nominees, personal representatives, liquidators and trustees in bankruptcy.

Except for Purchaser Designee, a person who is not a Party to this Agreement shall have no rights under the Contracts (Rights of Third Parties) Act, Chapter 538 of Singapore to enforce any term of this Agreement.

No variation of this Agreement shall be effective unless in writing and signed by or on behalf of each of the Parties.

Any time or period mentioned in any provision of this Agreement may be extended by mutual agreement between the Parties but as regards any time, date or period originally fixed or any time, date or period so extended as aforesaid, time shall be of the essence.

The Purchaser and the Vendor Group shall each do and execute or procure to be done and executed all such further acts, deeds, things and documents as may be necessary to give effect to the terms of this Agreement.

To the extent (and only to extent) required by the Vendor or any Affiliate of the Vendor, and for as long as so required, to perform (i) the services under the Service Agreements or any other obligation of the Vendor or any member of the Vendor Group pursuant to this Agreement (including Clause 7), and (ii) the services under the Manufacturing Agreement and the French TransCar Contracts as well as the Swedish JBT Contract and the Canadian JBT Contract (subject to Clauses 18.1 and 18.2), the Purchaser hereby grants a royalty-free, non-exclusive and non-transferable license to the Vendor (sublicensable to the relevant members of the Vendor Group) to use the Intellectual Property and the Books and Records to the extent relating thereto.

All excise, sales, use, registration, stamp, recording, documentary, conveyancing, property, transfer, and similar Tax directly or indirectly triggered by the transactions contemplated hereby (collectively “Transaction Tax”) shall be borne by the Purchaser.

Once a Loss is agreed or finally determined to be payable by a Party to another Party under or in connection with this Agreement, the relevant Party shall satisfy its obligations within 20 Business Days of such agreement or final determination.

Except as provided in Clause 22.9 or as otherwise explicitly provided herein, each of the Parties shall pay its own costs and expenses (including legal costs) in connection with this Agreement and the transactions contemplated hereby.

Failure by any Party to require performance of any term or condition of this Agreement shall not prevent the subsequent enforcement of such term or condition nor shall such failure be deemed to be a waiver of any subsequent breach of this Agreement, or any right or remedy granted by this Agreement or by the general law in respect of such breach.

The representation and warranties and all other provisions of this Agreement insofar as the same shall not have been performed at Completion shall not be extinguished or affected by Completion, or by any other event or matter whatsoever (including, without limitation, any satisfaction and/or waiver of any Condition Precedent contained in Schedule 2), except by prior specific and duly authorised written waiver or release by the Party receiving the benefit of the representation, warranty or other provision.

Any payments to be made by any Party under this Agreement shall be made subject to any set-off or deduction or any counterclaim whether any such set-off, deduction or counterclaim arises under this Agreement, the relevant Transaction Documents or otherwise provided that: (a) other than for any set-off or deduction or counterclaim for any Contract Compensation (i) the relevant claim underlying the set-off or deduction or counterclaim must have been duly notified to the relevant other parties in accordance with the provision of this Agreement or the relevant other Transaction Documents before, and (ii) if the applicable parties fail to agree on the amount of such claim, the party notifying the claim must duly process such claim and initiate court or arbitral proceedings (as applicable} latest within 6 months following notification of such claim (failing to do so forfeits the right to make such set-off, deduction or counterclaim under this Clause); and (b) for any set-off or deduction or counterclaim for any Contract Compensation, (i) if the Vendor and the Purchaser agree on the Revenue Statement, the amount of the Contract Compensation determined based on the Revenue Statement, and (ii) if the Vendor and the Purchaser cannot agree on the Revenue Statement within 30 Business Days following the lapse of the Revenue Period, (x) until the decision of the Independent Expert is made, the limits for the Contract Compensation as set forth in Schedule 6 for that relevant year (unless the Purchaser demands a lower amount, then such lower amount) or (y), following the decision of the Independent Expert, the amount of the Contract Compensation determined based on the Revenue Statement after it is reviewed, calculated and determined by the Independent Expert.

All notices, demands or other communications required or permitted to be given or made hereunder shall be in writing and delivered personally or sent by prepaid registered post or by electronic mail at his or its electronic mail address set out below (or to such other address or electronic mail address as any party may from time to time notify the others):-

c/o Swisslog Healthcare Holding AG

Address: Webereiweg 3, 5033 Buchs AG, Switzerland

with a copy to (which shall not constitute notice):

c/o Luther LLP

Address: 4 Battery Road, Bank of China Building #25-01, Singapore 049908, Singapore

Address: 12 Kaki Bukit View #04-00, Singapore 415948

Address: 12 Kaki Bukit View #04-00, Singapore 415948

Any such notice, demand or communication shall be deemed to have been duly served (if given by electronic mail) immediately upon receiving acknowledgment of receipt from the intended recipient via the electronic mail (as the case may be) or (if given or made by letter) 5 Business Days after posting and in proving the same it shall be sufficient to show that the envelope containing the same was duly addressed, stamped and posted.

The illegality, invalidity or unenforceability of any provision of this Agreement under the law of any jurisdiction shall not affect its legality, validity or enforceability under the law of any other jurisdiction nor the legality, validity or enforceability of any other provision.

This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same instrument. The exchange of copies of this Agreement and any documents and instruments contemplated to be executed by this Agreement and of signature pages by electronic transmission shall constitute effective execution and delivery of this Agreement and any documents and instruments contemplated to be executed by this Agreement as to the relevant parties thereto and may be used in lieu of the original Agreement or the relevant documents and instruments contemplated to be executed by this Agreement for all purposes. Signatures transmitted by electronic transmission shall be deemed to be their original signatures for all purposes.

This Agreement shall be governed by, and construed in accordance with, the laws of Singapore.

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 administered by the Singapore International Arbitration Centre in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference in this Clause. The seat of the arbitration shall be Singapore. The Tribunal shall consist of 1 arbitrator. The language of the arbitration shall be English. This arbitration clause shall be governed by, and construed in accordance with, the laws of Singapore.

SCHEDULE 1

Disclosure Schedule

Part 1 - Certain Transferred Assets and Excluded Liabilities

Location in VDR

Summary sheet of documents and individual contracts can be found in Dataroom

Dataroom Index: 28.2.1 AGV Contracts

The contract with Ng Teng Fong Hospital has expired, and ,the renewal contract is currently pending from the hospital.

SCHEDULE TO MASTER ASSET SALE AGREEMENT

Dataroom Index: 28.2.3 and as set out under Paragraph 2 (Intellectual Property) above.

Open AGV Tickets: Dataroom Index: 28.2.5

Any other paper/ hardcopy records may be transferred to a Purchaser Designee after Completion during transition phase upon request.

Dataroom Index: 28.2.3

Dataroom Index: 28.2.3

APAC Vendor Performance Bonds — Dataroom Index: 28.2.3.1.1

SCHEDULE TO MASTER ASSET SALE AGREEMENT

EMEA Vendor Performance Bonds

Sandra. A (Salaried Employee referenced to in Clause 6.3 of this Agreement)

Frank. C

Rainer. S

Thorsten. Moser

Juergen. O

APAC Accounts Receivables can be found in Dataroom Index: 28.2.3.1.3

Information can be found in Transcar Contract Summary. Dataroom Index: 28.2.1.8

List/ Book value to be disclosed as of end of September. Information can be found in the Dataroom Index: 28.2.4

KK Hospital

Information can be found in the Dataroom Index: 28.2.1.5.3

Yishun Hospital

Information can be found in the Dataroom Index: 28.2.1.5.7

SCHEDULE TO MASTER ASSET SALE AGREEMENT

Part 2 - Disclosures

Appendix A to this Disclosure Schedule sets out specific disclosures made in relation to the Vendor Warranties. The section numbers in Appendix A correspond to the section numbers of the Vendor Warranties and the disclosures in any section or subsection of Appendix A shall qualify other sections and subsections to which the relevance of such item is reasonably apparent on its face, notwithstanding the omission of a reference or cross reference thereto.

SCHEDULE TO MASTER ASSET SALE AGREEMENT

Appendix A: Disclosures

SCHEDULE TO MASTER ASSET SALE AGREEMENT

SCHEDULE 2

Conditions Precedent

SCHEDULE TO MASTER ASSET SALE AGREEMENT

SCHEDULE 3

Vendor Group

SCHEDULE TO MASTER ASSET SALE AGREEMENT

SCHEDULE 4

Vendor Group’s Representations and Warranties

SCHEDULE TO MASTER ASSET SALE AGREEMENT

To the knowledge of the Vendor, all information, documents and other materials which the Purchaser has requested as part of its due diligence was made available in the Dataroom and is stored on the Dataroom Media.

All information provided in the Dataroom related to the Contracts, Books and Records and Intellectual Property (excluding, for the avoidance of doubt, any financial projections, business plans, forward looking statements and similar data or information) (collectively the “Warranted Information”) was, as far as the Vendor is aware, when given true and accurate and the Vendor is not aware of any fact or matter which renders any such Warranted Information untrue, inaccurate or misleading.

All information in this Agreement relating to the Vendor Group, its business and assets, is true, complete and accurate.

The list of and information on the members of the Vendor Group as set out in Schedule 3 is true, complete and accurate.

The information as set out in Part 2 of the Disclosure Schedule are true, complete and accurate.

The Books and Records, have been properly kept and written up in accordance with generally accepted accounting principles, standards and practices and fully and accurately present and reflect all applicable transactions entered into by the Vendor Group or to which either of the Vendor Group has been a party and all matters required by law to be entered therein and do not contain or reflect any material inaccuracies or discrepancies.

In each case since 1st January 2021:

SCHEDULE TO MASTER ASSET SALE AGREEMENT

Each member of the Vendor Group is conducting and carries on the Maintenance Operations in accordance with applicable laws, regulations and bye-laws (including but not limited to the directives issued by the regulatory authorities) in each country in which such entity of Vendor Group operates the Maintenance Operations in, and the Vendor Group is not in breach of any such laws, bye-laws or regulations (including but not limited to the directives issued by the regulatory authorities) and as far as the Vendor is aware, there is no investigation, disciplinary proceeding or enquiry by, or order, decree or judgment of, any court, tribunal, arbitrator or any governmental agency or regulatory body outstanding or anticipated against the any of the Vendor Group in connection with the Maintenance Operations which has had or may have a material adverse effect upon the assets or business of the Vendor Group. None of the Vendor Group has in the last 3 years received any notice or other communication (official or otherwise) from any court, tribunal, arbitrator, governmental agency or regulatory body with respect to an alleged, actual or potential violation and/or failure to comply with any such applicable laws, bye-law or regulation (including but not limited to the directives issued by the regulatory authorities), or requiring it to take or omit any action, in each case with respect to the Maintenance Operations.

SCHEDULE TO MASTER ASSET SALE AGREEMENT

SCHEDULE TO MASTER ASSET SALE AGREEMENT 

The transactions contemplated by this Agreement will not lead to any breach or right of termination or otherwise affect any Intellectual Property.

All Contracts are in the possession of the Vendor Group and such Contracts are valid, binding and enforceable by and against any of the Vendor Group as applicable, in accordance with their terms (subject to applicable bankruptcy, solvency and similar laws and general principles of equity) and are in full force and effect, in each case in all material respects.

Each of the Contracts is not a contract, transaction, arrangement, understanding, commitment, obligation or liability which:

The Contracts as set out in Part 1 of the Disclosure Schedule contains true, correct and accurate information in respect of all revenue-generating agreements of the Vendor Group relating to the Maintenance Operations, and such agreements are in full force and effect.

None of the Vendor Group and, as far as the Vendor is aware, nor any other party to any agreement with any of the Vendor Group is in default under any of the Contracts nor as far as the Vendor is aware, are there any circumstances likely to give rise to such a default. As far as the Vendor is aware, no other party to the Contracts is in default under any of the Contracts.

SCHEDULE TO MASTER ASSET SALE AGREEMENT 

No notice of termination or of intention to terminate has been received in respect of any of the Contracts, and as far as the Vendor is aware, there are no grounds for rescission, avoidance or repudiation of the same.

In each case to the extent involving the Maintenance Operations or relating to the Transferred Assets:

Taking into account the rights contemplated to be granted under, or the services contemplated to be provided pursuant to, this Agreement and the Ancillary Agreements and the Manufacturing Agreement, and assuming (a) the receipt of the required Third Party Consents or, failing such Third Party Consents, the transfer of the benefits and burdens as contemplated by Clause 7), and (b) the timely performance by Purchaser and the Purchaser Designees of their obligations under this Agreement and the Ancillary Agreements, the Transferred Assets are sufficient in all material respects for the Purchaser Designees to operate and conduct the Maintenance Operations immediately following Completion effectively and substantially in the manner in which the Maintenance Operations were operated and conducted during the 6 months prior to the Completion Date.

SCHEDULE TO MASTER ASSET SALE AGREEMENT 

SCHEDULE 5

Form of Deed of Novation

SCHEDULE TO MASTER ASSET SALE AGREEMENT

For Singapore

Location:                              

[Note: This form is prepared for use for Singapore.

For all other countries, the form would have to be modified accordingly.]

BETWEEN

[CUSTOMER]

[SWISSLOG HEALTHCARE ASIA PACIFIC PTE. LTD.]

And

[OTSAW SWISSLOG HEALTHCARE ROBOTICS PTE. LTD.]

DEED OF NOVATION

THIS DEED OF NOVATION is made as of __________________ 2021

BETWEEN:

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

WHEREAS:

NOW THIS DEED WITNESSETH as follows:

Substituting Party

Address:

Email address:

Attention:

A person who is not a Party to this Deed shall have no rights under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore to enforce any term of this Deed.

The Parties shall each do and execute or procure to be done and executed all such further acts, deeds, things and documents as may be necessary or expedient or as any Party hereto may reasonably request from time to time in order to give effect to the terms of this Deed.

Each of the Parties shall pay its own costs and expenses (including legal costs) in connection with this Deed hereby.

This Deed may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same instrument.

This Deed shall be governed by, and construed in accordance with, the laws of Singapore. The Parties hereto hereby submit to the [exclusive] jurisdiction of the courts of Singapore.

SCHEDULE 1

The Agreement(s)

SCHEDULE 2

Advance Payments and Deposits

IN WITNESS WHEREOF this Deed has been entered into by the Parties.

* Please delete as appropriate.

(Alternative execution block, for execution without a common seal.)

* Please delete as appropriate.

(Alternative execution block, for execution without a common seal)