MabCure Inc. - Exhibit 10.2 - Filed by newsfilecorp.com






EXHIBIT 10.2 

THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT RELATES TO AN
OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S.
PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). 

NONE OF THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT
SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES HAVE BEEN
REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO
REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE
PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE
CONDUCTED UNLESS IN ACCORDANCE WITH THE 1933 ACT. 

CONFIDENTIAL 
PRIVATE PLACEMENT SUBSCRIPTION
AGREEMENT 

  (Subscribers Resident Overseas) 

THIS SUBSCRIPTION AGREEMENT is dated for reference February
12th, 2010. 

	TO: 	MabCure Inc., a Nevada
      corporation (the "Company") 
	  	De Schiervellaan 3/B1 
	  	3500 Hasselt 
	  	Belgium 


Purchase of Units 

1.      Subscription


          1.1      On
the basis of the representations and warranties and subject to the terms and
conditions set forth herein, Bluewater Financial, Ltd. (the "Subscriber")
hereby irrevocably subscribes for and agrees to purchase 1,000,000 units (the
"Units") at a price per Unit of US$0.50 (such subscription and agreement
to purchase being the "Subscription"), for an aggregate purchase price of
US$500,000 (the "Subscription Proceeds"). 

          1.2     
Each Unit will consist of: (i) one share in the common stock of the Company
(each, a "Share"); (ii) one non-transferable common stock purchase
warrant (each, an "A Warrant") entitling the holder thereof to purchase
one Share (each, a "Warrant A Share"), as presently constituted, for a
period of two years commencing at the Closing (as defined below), at a price per
Warrant A Share of US$0.60; and (iii) one non-transferable common stock purchase
warrant (each, a "B Warrant" and, together with the A Warrants, the
"Warrants") entitling the holder thereof to purchase one Share (each, a
"Warrant B Share" and, together with the Warrant A Shares, the
"Warrant Shares"), as presently constituted, for a period of two years
commencing at the Closing (as defined below), at a price per Warrant B Share of
US$0.70. Certificate(s) representing the A Warrants will be in the form attached
as Exhibit "A" hereto and certificate(s) representing the B Warrants will be in
the form attached as Exhibit "B" hereto. The Shares, Warrants and the Warrant
Shares are collectively referred to as the "Securities". 

          1.3     
On the basis of the representations and warranties and subject to the terms and
conditions set forth herein, the Company hereby irrevocably agrees to sell the
Units to the Subscriber. 

          1.4      Subject
to the terms hereof, the Subscription will be effective upon its acceptance by
the Company. The Subscriber acknowledges that the offering of Units contemplated
hereby (the "Offering") is not subject to any minimum aggregate
subscription level. 

2.      Payment


          2.1      The
Subscription Proceeds will accompany this Subscription and will be paid by wire
transfer and wired to the Company’s lawyers, who shall hold the funds in escrow
until the Company accepts and counter-signs the Subscription Agreement, at which
time those lawyers are authorized to immediately deliver the funds to the
Company. 




          2.2     
In the event that this Subscription Agreement is not accepted by the Company for
whatever reason, which the Company expressly reserves the right to do, within 30
days of the delivery of an executed Subscription Agreement by the Subscriber,
this Subscription Agreement, the Subscription Proceeds (without interest
thereon), and any other documents delivered in connection herewith will be
returned to the Subscriber at the address of the Subscriber as set forth in this
Subscription Agreement. 

3.      Documents
Required from Subscriber 

          3.1      The
Subscriber will complete, sign and return to the Company an executed copy of
this Subscription Agreement. 

          3.2      The
Subscriber will complete, sign and return to the Company as soon as possible, on
request by the Company, any documents, questionnaires, notices and undertakings
as may be required by regulatory authorities and applicable law. 

4.     
Closing 

          4.1      Closing
of this subscription transaction (the "Closing") will occur on or before
February 12th, 2010, or on such other date as may be determined by
the Company (the "Closing Date"). 

5.      Acknowledgements
of Subscriber 

          5.1      The
Subscriber acknowledges and agrees that: 

	 	(a) 	
      none of the Securities have been registered under the
      1933 Act, or under any state securities or "blue sky" laws of any state of
      the United States, and, unless so registered, may not be offered or sold
      in the United States or, directly or indirectly, to U.S. Persons, as that
      term is defined in Regulation S under the 1933 Act ("Regulation
      S"), except in accordance with the provisions of Regulation S,
      pursuant to an effective registration statement under the 1933 Act, or
      pursuant to an exemption from, or in a transaction not subject to, the
      registration requirements of the 1933 Act;

	 	 	 
	 	(b) 	
      the Subscriber acknowledges that the Company has not
      undertaken, and will have no obligation, to register any of the Securities
      under the 1933 Act;

	 	 	 
	 	(c) 	
      the decision to execute this Agreement and acquire the
      Securities hereunder has not been based upon any oral or written
      representation as to fact or otherwise made by or on behalf of the
      Company, and such decision is based entirely upon a review of information
      (the receipt of which is hereby acknowledged) which has been filed by the
      Company with the United States Securities and Exchange Commission (the
      "SEC") and in compliance, or intended compliance, with applicable
      securities legislation (collectively, the "Public
  Record");

	 	 	 
	 	(d) 	
      if the Company has presented a business plan to the
      Subscriber, the Subscriber acknowledges that the business plan may not be
      achieved or be achievable;

	 	 	 
	 	(e) 	
      no securities commission or similar regulatory authority
      has reviewed or passed on the merits of the Securities;

	 	 	 
	 	(f) 	
      there is no government or other insurance covering the
      Securities;

	 	 	 
	 	(g) 	
      there are risks associated with an investment in the
      Securities, as more fully described in certain information forming part of
      the Public Record;

	 	 	 
	 	(h) 	
      the Subscriber has not acquired the Securities as a
      result of, and will not itself engage in, any "directed selling efforts"
      (as defined in Regulation S under the 1933 Act) in the United States in
      respect of any of the Securities which would include any activities
      undertaken for the purpose of, or that could reasonably be expected to
      have the effect of, conditioning the market in the United States for the
      resale of any of the Shares or Warrant Shares; provided, however, that the
      Subscriber may sell or otherwise dispose of any of the Shares or Warrant
      Shares pursuant to registration thereof under the 1933 Act and any
      applicable state securities laws or under an exemption from such
      registration requirements;

	 	 	 
	 	(i) 	
      the Subscriber and the Subscriber’s advisor(s) have had a
      reasonable opportunity to ask



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      questions of and receive answers from the Company in
      connection with the distribution of the Securities hereunder, and to
      obtain additional information, to the extent possessed or obtainable
      without unreasonable effort or expense, necessary to verify the accuracy
      of the information about the Company;

	 	 	 	 
	 	(j) 	
      the books and records of the Company were available upon
      reasonable notice for inspection, subject to certain confidentiality
      restrictions, by the Subscriber during reasonable business hours at its
      principal place of business, and all documents, records and books in
      connection with the distribution of the Securities hereunder have been
      made available for inspection by the Subscriber, the Subscriber’s lawyer
      and/or advisor(s);

	 	 	 	 
	 	(k) 	
      the Subscriber will indemnify and hold harmless the
      Company and, where applicable, its directors, officers, employees, agents,
      advisors and shareholders, from and against any and all loss, liability,
      claim, damage and expense whatsoever (including, but not limited to, any
      and all fees, costs and expenses whatsoever reasonably incurred in
      investigating, preparing or defending against any claim, lawsuit,
      administrative proceeding or investigation whether commenced or
      threatened) arising out of or based upon any representation or warranty of
      the Subscriber contained herein or in any document furnished by the
      Subscriber to the Company in connection herewith being untrue in any
      material respect or any breach or failure by the Subscriber to comply with
      any covenant or agreement made by the Subscriber to the Company in
      connection therewith;

	 	 	 	 
	 	(l) 	
      none of the Securities are listed on any stock exchange
      or automated dealer quotation system and no representation has been made
      to the Subscriber that any of the Securities will become listed on any
      stock exchange or automated dealer quotation system;

	 	 	 	 
	 	(m) 	
      the Company will refuse to register any transfer of the
      Shares or the Warrant Shares not made in accordance with the provisions of
      Regulation S, pursuant to an effective registration statement under the
      1933 Act or pursuant to an available exemption from the registration
      requirements of the 1933 Act;

	 	 	 	 
	 	(n) 	
      the statutory and regulatory basis for the exemption
      claimed for the Securities, although in technical compliance with
      Regulation S, would not be available if the offering is part of a plan or
      scheme to evade the registration provisions of the 1933 Act;

	 	 	 	 
	 	(o) 	
      the Subscriber has been advised to consult the
      Subscriber’s own legal, tax and other advisors with respect to the merits
      and risks of an investment in the Securities and with respect to
      applicable resale restrictions, and it is solely responsible (and the
      Company is not in any way responsible) for compliance with:

	 	 	 	 
	 		(i) 	
      any applicable laws of the jurisdiction in which the
      Subscriber is resident in connection with the distribution of the
      Securities hereunder, and

	 	 	 	 
	 		(ii) 	
      applicable resale restrictions; and

	 	 	 	 
	 	(p) 	
      this Subscription Agreement is not enforceable by the
      Subscriber unless it has been accepted by the
Company.



6.      Representations,
Warranties and Covenants of the Subscriber 

          6.1      The
Subscriber hereby represents and warrants to and covenants with the Company
(which representations, warranties and covenants will survive the Closing) that:


	 	(a) 	
      the Subscriber has the legal capacity and competence to
      enter into and execute this Subscription Agreement and to take all actions
      required pursuant hereto and, if the Subscriber is a corporation, it is
      duly incorporated and validly subsisting under the laws of its
      jurisdiction of incorporation and all necessary approvals by its
      directors, shareholders and others have been obtained to authorize
      execution and performance of this Subscription Agreement on behalf of the
      Subscriber;

	 	 	 
	 	(b) 	
      the entering into of this Subscription Agreement and the
      transactions contemplated hereby do not result in the violation of any of
      the terms and provisions of any law applicable to, or the constituting
      documents of, the Subscriber or of any agreement, written or oral, to
      which



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      the Subscriber may be a party or by which the Subscriber
      is or may be bound;

	 	 	 	 
	 	(c) 	
      the Subscriber has duly executed and delivered this
      Subscription Agreement and it constitutes a valid and binding agreement of
      the Subscriber enforceable against the Subscriber;

	 	 	 	 
	 	(d) 	
      the Subscriber is not a U.S. Person;

	 	 	 	 
	 	(e) 	
      the Subscriber is not acquiring the Securities for the
      account or benefit of, directly or indirectly, any U.S. Person;

	 	 	 	 
	 	(f) 	
      the Subscriber is resident in the jurisdiction set out
      under the heading "Name and Address of Subscriber" on the signature page
      of this Subscription Agreement;

	 	 	 	 
	 	(g) 	
      the sale of the Securities to the Subscriber as
      contemplated in this Subscription Agreement complies with or is exempt
      from the applicable securities legislation of the jurisdiction of
      residence of the Subscriber;

	 	 	 	 
	 	(h) 	
      the Subscriber is acquiring the Securities for investment
      only and not with a view to resale or distribution and, in particular, it
      has no intention to distribute either directly or indirectly any of the
      Securities in the United States or to U.S. Persons;

	 	 	 	 
	 	(i) 	
      the Subscriber is outside the United States when
      receiving and executing this Subscription Agreement and is acquiring the
      Securities as principal for the Subscriber’s own account (except for the
      circumstances outlined in paragraph 6.1(l)), for investment purposes only,
      and not with a view to, or for, resale, distribution or fractionalisation
      thereof, in whole or in part, and no other person has a direct or indirect
      beneficial interest in such Securities;

	 	 	 	 
	 	(j) 	
      the Subscriber is not an underwriter of, or dealer in,
      the common shares of the Company, nor is the Subscriber participating,
      pursuant to a contractual agreement or otherwise, in the distribution of
      the Securities;

	 	 	 	 
	 	(k) 	
      the Subscriber: (i) is able to fend for itself in the
      Subscription; (ii) has such knowledge and experience in business matters
      as to be capable of evaluating the merits and risks of its prospective
      investment in the Securities; and (iii) has the ability to bear the
      economic risks of its prospective investment and can afford the complete
      loss of such investment;

	 	 	 	 
	 	(l) 	
      if the Subscriber is acquiring the Securities as a
      fiduciary or agent for one or more investor accounts:

	 	 	 	 
	 		(i) 	
      the Subscriber has sole investment discretion with
      respect to each such account and it has full power to make the foregoing
      acknowledgements, representations and agreements on behalf of such
      account, and

	 	 	 	 
	 		(ii) 	
      the investor accounts for which the Subscriber acts as a
      fiduciary or agent satisfy the definition of an "Accredited Investor", as
      the term is defined in Regulation D under the 1933 Act;

	 	 	 	 
	 	(m) 	
      the Subscriber acknowledges that the Subscriber has not
      acquired the Securities as a result of, and will not itself engage in, any
      "directed selling efforts" (as defined in Regulation S under the 1933 Act)
      in the United States in respect of any of the Securities which would
      include any activities undertaken for the purpose of, or that could
      reasonably be expected to have the effect of, conditioning the market in
      the United States for the resale of any of the Securities; provided,
      however, that the Subscriber may sell or otherwise dispose of any of the
      Securities pursuant to registration of any of the Securities pursuant to
      the 1933 Act and any applicable state securities laws or under an
      exemption from such registration requirements and as otherwise provided
      herein;

	 	 	 	 
	 	(n) 	
      the Subscriber is not aware of any advertisement of any
      of the Securities;

	 	 	 	 
	 	(o) 	
      no person has made to the Subscriber any written or oral
      representations:



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	 	(i) 	
      that any person will resell or repurchase any of the
      Securities,

	 	 	 
	 	(ii) 	
      that any person will refund the purchase price of any of
      the Securities,

	 	 	 
	 	(iii) 	
      as to the future price or value of any of the Securities,
      or

	 	 	 
	 	(iv) 	
      that any of the Securities will be listed and posted for
      trading on any stock exchange or automated dealer quotation system or that
      application has been made to list and post any of the Securities of the
      Company on any stock exchange or automated dealer quotation
  system;




	 	(p) 	
      the Subscriber:

	 	 	 	 	 
	 		(i) 	
      is knowledgeable of, or has been independently advised as
      to, the applicable securities laws of the securities regulators having
      application in the jurisdiction in which the Subscriber is resident (the
      "International Jurisdiction") which would apply to the acquisition
      of the Units,

	 	 	 	 	 
	 		(ii) 	
      is purchasing the Units pursuant to exemptions from
      prospectus or equivalent requirements under applicable securities laws or,
      if such is not applicable, the Subscriber is permitted to purchase the
      Units under the applicable securities laws of the securities regulators in
      the International Jurisdiction without the need to rely on any
      exemptions,

	 	 	 	 	 
	 		(iii) 	
      acknowledges that the applicable securities laws of the
      authorities in the International Jurisdiction do not require the Company
      to make any filings or seek any approvals of any kind whatsoever from any
      securities regulator of any kind whatsoever in the International
      Jurisdiction in connection with the issue and sale or resale of any of the
      Securities, and

	 	 	 	 	 
	 		(iv) 	
      represents and warrants that the acquisition of the Units
      by the Subscriber does not trigger:

	 	 	 	 	 
	 			A. 	
      any obligation to prepare and file a prospectus or
      similar document, or any other report with respect to such purchase in the
      International Jurisdiction, or

	 	 	 	 	 
	 			B. 	
      any continuous disclosure reporting obligation of the
      Company in the International Jurisdiction, and

	 	 	 	 	 
	 			
      the Subscriber will, if requested by the Company, deliver
      to the Company a certificate or opinion of local counsel from the
      International Jurisdiction which will confirm the matters referred to in
      subparagraphs (ii), (iii) and (iv) above to the satisfaction of the
      Company, acting reasonably; and



7.      Acknowledgement
and Waiver 

          7.1      The
Subscriber has acknowledged that the decision to purchase the Securities was
solely made on the basis of publicly available information contained in the
Public Record. The Subscriber hereby waives, to the fullest extent permitted by
law, any rights of withdrawal, rescission or compensation for damages to which
the Subscriber might be entitled in connection with the distribution of any of
the Securities. 

8.      Legending of
Subject Securities 

          8.1      The
Subscriber hereby acknowledges that that upon the issuance thereof, and until
such time as the same is no longer required under the applicable securities laws
and regulations, the certificates representing any of the Securities will bear a
legend in substantially the following form: 

THE SECURITIES REPRESENTED HEREBY
HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S.
PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). 

5




NONE OF THE SECURITIES REPRESENTED
HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES
LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR
INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT
IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE
STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE
SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED
STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.


          8.2      The
Subscriber hereby acknowledges and agrees to the Company making a notation on
its records or giving instructions to the registrar and transfer agent of the
Company in order to implement the restrictions on transfer set forth and
described in this Subscription Agreement. 

9.      Piggyback
Registration Rights 

          9.1     
If the Company determines to proceed with the preparation and filing with the
SEC of a registration statement (the "Registration Statement") relating
to an offering for its own account or the account of others under the 1933 Act
of any of its common shares, other than on Form S-4 or Form S-8 (each as
promulgated under the 1933 Act) or its then equivalents relating to equity
securities issuable in connection with stock option or other employee benefit
plans, then the Company will send to the Subscriber written notice of such
determination and, if within thirty (30) days after receipt of such notice, the
Subscriber will so request in writing, then the Company will cause the
registration under the 1933 Act of the Shares (the "Registrable
Securities"); provided, however that, if at any time after giving written
notice of its intention to register any of its common shares in an underwritten
offering and prior to the effective date of the registration statement filed in
connection with such underwritten offering, the managing underwriter advises the
Company in writing that in its opinion the number of securities requested to be
included in such registration exceeds the number that can be sold in such
underwritten offering without adversely affecting such underwriter’s ability to
effect an orderly distribution of such securities, then the Company may give
written notice of such determination to the Subscriber and, thereupon will be
relieved of its obligation to register the Registrable Securities in connection
with such underwritten offering to the extent necessary to reduce the total
number of securities included in such offering to the amount recommended by the
managing underwriter. The Company will include the Subscriber’s Registrable
Securities in any future registration prior to any other shares of stock of the
Company held by any other stockholder of the Company. The Company will include
in such registration statement all or any part of the Registrable Securities;
provided, however, that the Company will not be required to register any shares
that are eligible for sale pursuant to Rule 144(k) of the 1933 Act. 

          9.2      In
connection with each Registration Statement described in this section, the
Subscriber will furnish to the Company in writing such information and
representation letters with respect to itself and the proposed distribution by
it as reasonably will be necessary in order to assure compliance with federal
and applicable state securities laws. The Company may require the Subscriber to
furnish to the Company a certified statement as to the number of shares of
common stock beneficially owned by the Subscriber and the name of the natural
person thereof that has voting and dispositive control over the Registrable
Securities. 

          9.3      All
fees and expenses incidental to the performance of or compliance with the filing
of the Registration Statement will be borne by the Company whether or not any
Registrable Securities are sold pursuant to the Registration Statement. The fees
and expenses referred to in the foregoing sentence will include, without
limitation: (i) all registration and filing fees, including, without limitation,
fees and expenses: (A) with respect to filings required to be made with the OTC
Bulletin Board or other exchange or quotation service on which the common stock
of the Company is then listed for trading, and (B) in compliance with applicable
state securities or Blue Sky laws; (ii) printing expenses, including, without
limitation, expenses of printing certificates for Registrable Securities and of
printing prospectuses, if the printing of prospectuses is reasonably requested
by the holders of a majority of the Registrable Securities included in the
Registration Statement; (iii) messenger, telephone and delivery expenses; (iv)
fees and disbursements of counsel for the Company; (v) 1933 Act liability
insurance, if the Company so desires such insurance; and (vi) fees and expenses
of all other persons retained by the Company in connection with the filing of
the Registration Statement. In addition, the Company will be responsible for all
of its internal expenses incurred in connection with the filing of the
Registration Statement, including, without limitation, all salaries and expenses
of its officers and employees performing legal or accounting duties, the expense
of any annual audit and the fees and expenses incurred in connection with the
listing of the Registrable Securities on any securities exchange, if applicable.
In no event will the Company be responsible for any broker or similar
commissions or, except to the extent provided for hereunder, any legal fees or
other costs of the Subscriber. 

  6




          9.4      The
Company will, notwithstanding any termination of this Subscription Agreement,
indemnify and hold harmless the Subscriber, its officers, directors, agents and
employees, and each person who controls the Subscriber (within the meaning of
Section 15 of the 1933 Act or Section 20 of the 1934 Act) and the officers,
directors, agents and employees of each such controlling person, to the fullest
extent permitted by applicable law, from and against any and all losses, claims,
damages, liabilities, costs (including, without limitation, reasonable
attorneys' fees) and expenses (collectively, "Losses"), as incurred,
arising out of or relating to any untrue or alleged untrue statement of a
material fact contained in the Registration Statement, or in any amendment or
supplement thereto or in any preliminary prospectus, or arising out of or
relating to any omission or alleged omission of a material fact required to be
stated therein or necessary to make the statements therein not misleading,
except to the extent, but only to the extent, that: (i) such untrue statements
or omissions are based upon information regarding the Subscriber furnished in
writing to the Company by the Subscriber expressly for use therein, or to the
extent that such information relates to the Subscriber or the Subscriber's
proposed method of distribution of Registrable Securities and was reviewed and
expressly approved in writing by the Subscriber expressly for use in the
Registration Statement, or in any amendment or supplement thereto; or (ii) the
use by the Subscriber of an outdated or defective Registration Statement. 

          9.5      The
Subscriber will indemnify and hold harmless the Company, its directors,
officers, agents and employees, each person who controls the Company (within the
meaning of Section 15 of the 1933 Act and Section 20 of the 1934 Act), and the
directors, officers, agents or employees of such controlling persons, to the
fullest extent permitted by applicable law, from and against all Losses, as
incurred, to the extent arising out of or based upon: (i) the Subscriber's
failure to comply with the prospectus delivery requirements of the 1933 Act; or
(ii) any untrue or alleged untrue statement of a material fact contained in any
Registration Statement, or in any amendment or supplement thereto or in any
preliminary prospectus, or arising out of or relating to any omission or alleged
omission of a material fact required to be stated therein or necessary to make
the statements therein not misleading: (A) to the extent, but only to the
extent, that such untrue statement or omission is contained in any information
so furnished by the Subscriber to the Company specifically for inclusion in the
Registration Statement, or (B) to the extent that such untrue statements or
omissions are based upon information regarding the Subscriber furnished in
writing to the Company by the Subscriber expressly for use therein, or (C) to
the extent that such information relates to the Subscriber or the Subscriber's
proposed method of distribution of Registrable Securities and was reviewed and
expressly approved in writing by the Subscriber expressly for use in the
Registration Statement or in any amendment or supplement thereto; or (iii) the
use by the Subscriber of an outdated or defective Registration Statement. 

          9.6     
If a claim for indemnification hereunder is unavailable to either the Company or
the Subscriber (in each case, an "Indemnified Party or Indemnified
Parties", as applicable) (by reason of public policy or otherwise), then
each Indemnifying Party, in lieu of indemnifying such Indemnified Party, will
contribute to the amount paid or payable by such Indemnified Party as a result
of such Losses, in such proportion as is appropriate to reflect the relative
fault of the Indemnifying Party and Indemnified Party in connection with the
actions, statements or omissions that resulted in such Losses as well as any
other relevant equitable considerations. The relative fault of such Indemnifying
Party and Indemnified Party will be determined by reference to, among other
things, whether any action in question, including any untrue or alleged untrue
statement of a material fact or omission or alleged omission of a material fact,
has been taken or made by, or relates to information supplied by, such
Indemnifying Party or Indemnified Party, and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
action, statement or omission. The amount paid or payable by a party as a result
of any Losses will be deemed to include, subject to the limitations set forth in
this Subscription, any reasonable attorneys' or other reasonable fees or
expenses incurred by such party in connection with any proceeding to the extent
such party would have been indemnified for such fees or expenses if the
indemnification provided for in this section was available to such party in
accordance with its terms. The parties hereto agree that it would not be just
and equitable if contribution pursuant to this section were determined by pro
rata allocation or by any other method of allocation that does not take into
account the equitable considerations referred to in the immediately preceding
paragraph. 

10.    Costs 

          The
Subscriber acknowledges and agrees that all costs and expenses incurred by the
Subscriber (including any fees and disbursements of any special counsel retained
by the Subscriber) relating to the purchase of the Shares will be borne by the
Subscriber. 

11.    Governing Law


          This
Subscription Agreement is governed by the laws of the State of Nevada. The
Subscriber, in its personal or corporate capacity and, if applicable, on behalf
of each beneficial purchaser for whom it is acting, irrevocably attorns to the
jurisdiction of the courts of the State of Nevada. 

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12.    Survival 

          This
Subscription Agreement, including without limitation the representations,
warranties and covenants contained herein, will survive and continue in full
force and effect and be binding upon the parties hereto notwithstanding the
completion of the purchase of the Units by the Subscriber pursuant hereto. 

13.    Assignment 

          This
Subscription Agreement is not transferable or assignable. 

14.    Severability 

          The
invalidity or unenforceability of any particular provision of this Subscription
Agreement will not affect or limit the validity or enforceability of the
remaining provisions of this Subscription Agreement. 

15.    Entire Agreement


          Except
as expressly provided in this Subscription Agreement and in the agreements,
instruments and other documents contemplated or provided for herein, this
Subscription Agreement contains the entire agreement between the parties with
respect to the sale of the Units and there are no other terms, conditions,
representations or warranties, whether expressed, implied, oral or written, by
statute or common law, by the Company or by anyone else. 

16.    Notices 

          All
notices and other communications hereunder will be in writing and will be deemed
to have been duly given if mailed or transmitted by any standard form of
telecommunication. Notices to the Subscriber will be directed to the address on
page 11 and notices to the Company will be directed to it at MabCure Inc., at
the address provided above unless another address will be provided by the
Company. 

17.    Counterparts and Electronic
Means 

          This
Subscription Agreement may be executed in any number of counterparts, each of
which, when so executed and delivered, will constitute an original and all of
which together will constitute one instrument. Delivery of an executed copy of
this Agreement by electronic facsimile transmission or other means of electronic
communication capable of producing a printed copy will be deemed to be execution
and delivery of this Agreement as of the date hereinafter set forth. 

18.    Delivery
Instructions 

          18.1      The
Subscriber hereby directs the Company to deliver the Share and Warrant
Certificates to: 

	 	 
	 	(name) 
	 	 
	 	(address) 


          18.2     
The Subscriber hereby directs the Company to cause the Shares to be registered
on the books of the Company as follows: 

	 	 
	 	(name) 
	 	 
	 	(address) 


8




          IN
WITNESS WHEREOF the Subscriber has duly executed this Subscription Agreement
as of the date of acceptance by the Company. 

	 	 	(Name of Subscriber – Please type or print)
  
	 	 	 
	 	 	(Signature and, if applicable, Office) 
	 	 	 
	 	 	(Address of Subscriber) 
	 	 	 
	 	 	(City, State or Province, Postal Code of
      Subscriber) 
	 	 	 
	 	 	(Country of Subscriber) 


A C C E P T A N C E 

The above-mentioned Subscription Agreement in respect of the
Shares is hereby accepted by MabCure Inc. 

DATED at _____________________________________, the _____day of
March, 2010. 

MABCURE INC. 

Per:  
__________________________________________
        
Authorized Signatory 

9




EXHIBIT "A" 

THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN
OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN)
PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT"). 

NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN
REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO
REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE
PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE
CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S.
PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. 

THESE WARRANTS WILL EXPIRE AND BECOME NULL AND VOID 

  AT 4:30 P.M. (EASTERN STANDARD TIME) ON MARCH 5, 2012. 

SHARE PURCHASE WARRANTS 
TO PURCHASE SHARES IN THE COMMON
STOCK OF 

  MABCURE INC. 

incorporated in the State of Nevada 

CERTIFICATE NO.:______________                                                                                                   March
  5, 2010 

          THIS
IS TO CERTIFY THAT _____________________, (the "Holder") of
_____________________, has the right to purchase, upon and subject to the terms
and conditions hereinafter referred to, up to 1,000,000 fully paid and
non-assessable shares (the "Shares") in the common stock of MABCURE INC.
(hereinafter called the "Company") on or before 4:30 p.m. (Eastern
Standard time) on March 5, 2012 (the "Expiry Date") at a price per Share
(the "Exercise Price") of US$0.60 on the terms and conditions attached
hereto as Appendix "A" (the "Terms and Conditions"). 

	 	1. 	
      ONE (1) WARRANT AND THE EXERCISE PRICE ARE REQUIRED TO
      PURCHASE ONE (1) SHARE. THIS CERTIFICATE REPRESENTS 1,000,000
    WARRANTS.

	 	 	 
	 	2. 	
      These Warrants are issued subject to the Terms and
      Conditions, and the Warrant Holder may exercise the right to purchase
      Shares only in accordance with those Terms and Conditions.

	 	 	 
	 	3. 	
      Nothing contained herein or in the Terms and Conditions
      will confer any right upon the Holder hereof or any other person to
      subscribe for or purchase any Shares at any time subsequent to the Expiry
      Date, and from and after such time, this Warrant and all rights hereunder
      will be void and of no value.



[Remainder of page intentionally left blank; signature page
to follow.] 

10




IN WITNESS WHEREOF the Company has executed this Warrant
Certificate this ___ day of March, 2010. 

MABCURE INC. 

Per: ______________________________________________
       
Authorized Signatory 

PLEASE NOTE THAT ALL SHARE CERTIFICATES WILL BE LEGENDED AS
FOLLOWS DURING THE CURRENCY OF APPLICABLE HOLD PERIODS: 

THE SECURITIES REPRESENTED HEREBY
HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S.
PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). 

NONE OF THE SECURITIES REPRESENTED
HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES
LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR
INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT
IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE
STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE
SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED
STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.


  11




Appendix "A" 

TERMS AND CONDITIONS dated March 5, 2010, attached to the
Warrants issued by MabCure Inc. 

1.         
INTERPRETATION 

1.1        Definitions 

In these Terms and Conditions, unless there is something in the
subject matter or context inconsistent therewith: 

	 	(a) 	
      "Company" means MABCURE INC. until a successor
      corporation will have become such as a result of consolidation,
      amalgamation or merger with or into any other corporation or corporations,
      or as a result of the conveyance or transfer of all or substantially all
      of the properties and estates of the Company as an entirety to any other
      corporation and thereafter "Company" will mean such successor
      corporation;

	 	 	 
	 	(b) 	
      "Company’s Auditors" means an independent firm of
      accountants duly appointed as auditors of the Company;

	 	 	 
	 	(c) 	
      "Director" means a director of the Company for the time
      being, and reference, without more, to action by the directors means
      action by the directors of the Company as a board, or whenever duly
      empowered, action by an executive committee of the board;

	 	 	 
	 	(d) 	
      "herein", "hereby" and similar expressions refer to these
      Terms and Conditions as the same may be amended or modified from time to
      time; and the expression "Article" and "Section," followed by a number
      refer to the specified Article or Section of these Terms and
      Conditions;

	 	 	 
	 	(e) 	
      "person" means an individual, corporation, partnership,
      trustee or any unincorporated organization and words importing persons
      have a similar meaning;

	 	 	 
	 	(f) 	
      "shares" means the shares in the common stock of the
      Company as constituted at the date hereof and any shares resulting from
      any subdivision or consolidation of the shares;

	 	 	 
	 	(g) 	
      "Warrant Holders" or "Holders" means the holders of the
      Warrants; and

	 	 	 
	 	(h) 	
      "Warrants" means the warrants of the Company issued and
      presently authorized and for the time being
outstanding.



1.2        Gender


Words importing the singular number include the plural and vice
versa and words importing the masculine gender include the feminine and neuter
genders. 

1.3        Interpretation
not affected by Headings 

The division of these Terms and Conditions into Articles and
Sections, and the insertion of headings are for convenience of reference only
and will not affect the construction or interpretation thereof. 

1.4        Applicable
Law 

The Warrants will be construed in accordance with the laws of
the State of Nevada. 

2.        
 ISSUE OF WARRANTS

2.1        Additional
Warrants 

The Company may at any time and from time to time issue
additional warrants or grant options or similar rights to purchase shares of its
capital stock. 

2.2        Warrant to
Rank Pari Passu 

  12




All Warrants and additional warrants, options or similar rights
to purchase shares from time to time issued or granted by the Company, will rank
pari passu whatever may be the actual dates of issue or grant thereof, or
of the dates of the certificates by which they are evidenced. 

2.3        Issue in
substitution for Lost Warrants 

	 	(a) 	
      If a Warrant certificate becomes mutilated, lost,
      destroyed or stolen, the Company, at its discretion, may issue and deliver
      a new certificate of like date and tenor as the one mutilated, lost,
      destroyed or stolen, in exchange for and in place of and upon cancellation
      of such mutilated certificate, or in lieu of, and in substitution for such
      lost, destroyed or stolen certificate and the Warrants represented by such
      substituted certificate will be entitled to the benefit hereof and rank
      equally in accordance with its terms with all other Warrants issued or to
      be issued by the Company.

	 	 	 
	 	(b) 	
      The applicant for the issue of a new Warrant certificate
      pursuant hereto will bear the cost of the issue thereof and in case of
      loss, destruction or theft furnish to the Company such evidence of
      ownership and of loss, destruction, or theft of the certificate so lost,
      destroyed or stolen as will be satisfactory to the Company in its
      discretion and such applicant may also be required to furnish indemnity in
      amount and form satisfactory to the Company in its discretion, and will
      pay the reasonable charges of the Company in connection
  therewith.



2.4        Warrant Holder
Not a Shareholder 

The holding of a Warrant will not constitute the Holder thereof
a shareholder of the Company, nor entitle it to any right or interest in respect
thereof except as in the Warrant expressly provided. 

3.        
 NOTICE 

3.1        Notice to
Warrant Holders 

Any notice required or permitted to be given to the Holders
will be in writing and may be given by prepaid registered post, electronic
facsimile transmission or other means of electronic communication capable of
producing a printed copy to the address of the Holder appearing on the Holder’s
Warrant certificate or to such other address as any Holder may specify by notice
in writing to the Company, and any such notice will be deemed to have been given
and received by the Holder to whom it was addressed if mailed, on the third day
following the mailing thereof, if by facsimile or other electronic
communication, on successful transmission, or, if delivered, on delivery; but,
if at the time or mailing or between the time of mailing and the third business
day thereafter there is a strike, lockout, or other labor disturbance affecting
postal service, then the notice will not be effectively given until actually
delivered. 

3.2        Notice to the
Company 

Any notice required or permitted to be given to the Company
will be in writing and may be given by prepaid registered post, electronic
facsimile transmission or other means of electronic communication capable of
producing a printed copy to the address of the Company set forth below or such
other address as the Company may specify by notice in writing to the Holder, and
any such notice will be deemed to have been given and received by the Company to
whom it was addressed if mailed, on the third day following the mailing thereof,
if by facsimile or other electronic communication, on successful transmission,
or, if delivered, on delivery; but, if at the time or mailing or between the
time of mailing and the third business day thereafter there is a strike,
lockout, or other labor disturbance affecting postal service, then the notice
will not be effectively given until actually delivered: 

MABCURE INC. 
De Schiervellaan 3/B1

3500 Hasselt 

  Belgium 

Attention: President 

Fax No. [Insert number] 

with a copy to: 
SRK Law Offices

Rabin Science Park 
12 HaMada Street 

  Rehovot, Israel 76773 

13




Attention: Steve Kronengold 

Fax: + (972) 8-936-6000 

4.         
EXERCISE OF WARRANTS 

4.1        Method of
Exercise of Warrants 

The right to purchase shares conferred by the Warrants may be
exercised by the Holder surrendering the Warrant certificate representing same,
with a duly completed and executed subscription in the form attached hereto and
a wire transfer to the Company, for the purchase price applicable at the time of
surrender in respect of the shares subscribed for in lawful money of the United
States of America, to the Company at the address set forth in, or from time to
time specified by the Company pursuant to, Section 3.2 hereof. 

4.2        Effect of
Exercise of Warrants 

	 	(a) 	
      Upon surrender and payment as aforesaid the shares so
      subscribed for will be deemed to have been issued and such person or
      persons will be deemed to have become the Holder or Holders of record of
      such shares on the date of such surrender and payment, and such shares
      will be issued at the subscription price in effect on the date of such
      surrender and payment.

	 	 	 
	 	(b) 	
      Within ten business days after surrender and payment as
      aforesaid, the Company will forthwith cause to be delivered to the person
      or persons in whose name or names the shares so subscribed for are to be
      issued as specified in such subscription or mailed to him or them at his
      or their respective addresses specified in such subscription, a
      certificate or certificates for the appropriate number of shares not
      exceeding those which the Warrant Holder is entitled to purchase pursuant
      to the Warrant surrendered.



4.3        Subscription
for Less Than Entitlement 

The Holder of any Warrant may subscribe for and purchase a
number of shares less than the number which he is entitled to purchase pursuant
to the surrendered Warrant. In the event of any purchase of a number of shares
less than the number which can be purchased pursuant to a Warrant, the Holder
thereof upon exercise thereof will in addition be entitled to receive a new
Warrant in respect of the balance of the shares which he was entitled to
purchase pursuant to the surrendered Warrant and which were not then purchased.


4.4        Warrants for
Fractions of Shares 

To the extent that the Holder of any Warrant is entitled to
receive on the exercise or partial exercise thereof a fraction of a share, such
right may be exercised in respect of such fraction only in combination with
another Warrant or other Warrants which in the aggregate entitle the Holder to
receive a whole number of such shares. 

4.5        Expiration of
Warrants 

After the expiration of the period within which a Warrant is
exercisable, all rights thereunder will wholly cease and terminate and such
Warrant will be void and of no effect. 

4.6        Time of
Essence

Time will be of the essence hereof. 

4.7        Subscription
Price 

Each Warrant is exercisable at a price per share (the
"Exercise Price") of US$0.60. One (1) Warrant and the Exercise Price are
required to subscribe for each share during the term of the Warrants. 

4.8        Adjustment of
Exercise Price 

	 	(a) 	
      The Exercise Price and the number of shares deliverable
      upon the exercise of the Warrants will be subject to adjustment in the
      event and in the manner following:

	 	 	 	 
	 		(i) 	
      If and whenever the shares at any time outstanding are
      subdivided into a greater or consolidated into a lesser number of shares
      the Exercise Price will be decreased or increased



14





	 		
      proportionately as the case may be; upon any such
      subdivision or consolidation the number of shares deliverable upon the
      exercise of the Warrants will be increased or decreased proportionately as
      the case may be; or

	 	 	 
	 	(ii) 	
      In case of any capital reorganization or of any
      reclassification of the capital of the Company or in the case of the
      consolidation, merger or amalgamation of the Company with or into any
      other Company (hereinafter collectively referred to as a
      "Reorganization"), each Warrant will after such Reorganization
      confer the right to purchase the number of shares or other securities of
      the Company (or of the Company’s resulting from such Reorganization) which
      the Warrant Holder would have been entitled to upon Reorganization if the
      Warrant Holder had been a shareholder at the time of such
      Reorganization.

	 	 	 
	 		
      In any such case, if necessary, appropriate adjustments
      will be made in the application of the provisions of this Article Four
      relating to the rights and interest thereafter of the Holders of the
      Warrants so that the provisions of this Article Four will be made
      applicable as nearly as reasonably possible to any shares or other
      securities deliverable after the Reorganization on the exercise of the
      Warrants.

	 	 	 
	 		
      The subdivision or consolidation of shares at any time
      outstanding into a greater or lesser number of shares (whether with or
      without par value) will not be deemed to be a Reorganization for the
      purposes of this clause 4.8(a)(ii).




	 	(b) 	
      The adjustments provided for in this Section 4.8 are
      cumulative and will become effective immediately after the record date or,
      if no record date is fixed, the effective date of the event which results
      in such adjustments.



4.9        Determination
of Adjustments 

If any questions will at any time arise with respect to the
Exercise Price or any adjustment provided for in Section 4.8 hereof, such
questions will be conclusively determined by the Company’s Auditors, or, if they
decline to so act any other firm of certified public accountants in the United
States of America that the Company may designate and who will have access to all
appropriate records and such determination will be binding upon the Company and
the Holders of the Warrants. 

5.         
COVENANTS BY THE COMPANY 

5.1        Reservation of
Shares 

The Company will reserve and there will remain unissued out of
its authorized capital a sufficient number of shares to satisfy the rights of
purchase provided for herein and in the Warrants should the Holders of all the
Warrants from time to time outstanding determine to exercise such rights in
respect of all shares which they are or may be entitled to purchase pursuant
thereto and hereto. 

6.         
WAIVER OF CERTAIN RIGHTS 

6.1        Immunity of
Shareholders, etc. 

The Warrant Holder, as part of the consideration for the issue
of the Warrants, waives and will not have any right, cause of action or remedy
now or hereafter existing in any jurisdiction against any past, present or
future incorporator, shareholder, Director or Officer (as such) of the Company
for the issue of shares pursuant to any Warrant or on any covenant, agreement,
representation or warranty by the Company herein contained or in the Warrant.


7.        
 MODIFICATION OF TERMS, MERGER, SUCCESSORS 

7.1        Modification
of Terms and Conditions for Certain Purposes 

From time to time the Company may, subject to the provisions of
these presents, modify the Terms and Conditions hereof, for the purpose of
correction or rectification of any ambiguities, defective provisions, errors or
omissions herein. 

  15




7.2        Warrants Not
Transferable 

The Warrants and all rights attached to it are not
transferable. 

DATED as of the date first above written in these Terms and
Conditions. 

MABCURE INC. 

By:
________________________________________
Authorized Signatory 

16




EXHIBIT "B" 

THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN
OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN)
PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT"). 

NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN
REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO
REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE
PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE
CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S.
PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. 

THESE WARRANTS WILL EXPIRE AND BECOME NULL AND VOID 

  AT 4:30 P.M. (EASTER STANDARD TIME) ON MARCH 5, 2012. 

SHARE PURCHASE WARRANTS 
TO PURCHASE COMMON SHARES OF


  MABCURE INC. 

incorporated in the State of Nevada 

CERTIFICATE NO.:______________                                                                                                   March
  5, 2010 

            THIS
IS TO CERTIFY THAT _____________________, (the "Holder") of
_____________________, has the right to purchase, upon and subject to the terms
and conditions hereinafter referred to, up to 1,000,000 fully paid and
non-assessable shares (the "Shares") in the common stock of MABCURE INC.
(hereinafter called the "Company") on or before 4:30 p.m. (Eastern
Standard time) on March 5, 2012 (the "Expiry Date") at a price per Share
(the "Exercise Price") of US$0.70 on the terms and conditions attached
hereto as Appendix "A" (the "Terms and Conditions"). 

	 	1. 	
      ONE (1) WARRANT AND THE EXERCISE PRICE ARE REQUIRED TO
      PURCHASE ONE SHARE. THIS CERTIFICATE REPRESENTS 1,000,000
  WARRANTS.

	 	 	 
	 	2. 	
      These Warrants are issued subject to the Terms and
      Conditions, and the Warrant Holder may exercise the right to purchase
      Shares only in accordance with those Terms and Conditions.

	 	 	 
	 	3. 	
      Nothing contained herein or in the Terms and Conditions
      will confer any right upon the Holder hereof or any other person to
      subscribe for or purchase any Shares at any time subsequent to the Expiry
      Date, and from and after such time, this Warrant and all rights hereunder
      will be void and of no value.



[Remainder of page intentionally left blank; signature page
to follow.] 

17




IN WITNESS WHEREOF the Company has executed this Warrant
Certificate this __ day of March, 2010. 

MABCURE INC. 

Per:
__________________________________________
       
Authorized Signatory 

PLEASE NOTE THAT ALL SHARE CERTIFICATES WILL BE LEGENDED AS
FOLLOWS DURING THE CURRENCY OF APPLICABLE HOLD PERIODS: 

THE SECURITIES REPRESENTED HEREBY
HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S.
PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). 

NONE OF THE SECURITIES REPRESENTED
HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES
LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR
INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT
IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE
STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE
SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED
STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.


  18




Appendix "A" 

TERMS AND CONDITIONS dated March 5, 2010 attached to the
Warrants issued by MABCURE INC. 

1.         
INTERPRETATION 

1.1       
Definitions 

In these Terms and Conditions, unless there is something in the
subject matter or context inconsistent therewith: 

	 	(a) 	
      "Company" means MABCURE INC. until a successor
      corporation will have become such as a result of consolidation,
      amalgamation or merger with or into any other corporation or corporations,
      or as a result of the conveyance or transfer of all or substantially all
      of the properties and estates of the Company as an entirety to any other
      corporation and thereafter "Company" will mean such successor
      corporation;

	 	 	 
	 	(b) 	
      "Company’s Auditors" means an independent firm of
      accountants duly appointed as auditors of the Company;

	 	 	 
	 	(c) 	
      "Director" means a director of the Company for the time
      being, and reference, without more, to action by the directors means
      action by the directors of the Company as a board, or whenever duly
      empowered, action by an executive committee of the board;

	 	 	 
	 	(d) 	
      "herein", "hereby" and similar expressions refer to these
      Terms and Conditions as the same may be amended or modified from time to
      time; and the expression "Article" and "Section," followed by a number
      refer to the specified Article or Section of these Terms and
      Conditions;

	 	 	 
	 	(e) 	
      "person" means an individual, corporation, partnership,
      trustee or any unincorporated organization and words importing persons
      have a similar meaning;

	 	 	 
	 	(f) 	
      "shares" means the shares in the common stock of the
      Company as constituted at the date hereof and any shares resulting from
      any subdivision or consolidation of the shares;

	 	 	 
	 	(g) 	
      "Warrant Holders" or "Holders" means the holders of the
      Warrants; and

	 	 	 
	 	(h) 	
      "Warrants" means the warrants of the Company issued and
      presently authorized and for the time being
outstanding.



1.2        Gender


Words importing the singular number include the plural and vice
versa and words importing the masculine gender include the feminine and neuter
genders. 

1.3        Interpretation
not affected by Headings 

The division of these Terms and Conditions into Articles and
Sections, and the insertion of headings are for convenience of reference only
and will not affect the construction or interpretation thereof. 

1.4        Applicable
Law 

The Warrants will be construed in accordance with the laws of
the State of Nevada. 

2.        
 ISSUE OF WARRANTS 

2.1        Additional
Warrants 

The Company may at any time and from time to time issue
additional warrants or grant options or similar rights to purchase shares of its
capital stock. 

2.2        Warrant to
Rank Pari Passu 

19




All Warrants and additional warrants, options or similar rights
to purchase shares from time to time issued or granted by the Company, will rank
pari passu whatever may be the actual dates of issue or grant thereof, or
of the dates of the certificates by which they are evidenced. 

2.3        Issue in
substitution for Lost Warrants 

	 	(a) 	
      If a Warrant certificate becomes mutilated, lost,
      destroyed or stolen, the Company, at its discretion, may issue and deliver
      a new certificate of like date and tenor as the one mutilated, lost,
      destroyed or stolen, in exchange for and in place of and upon cancellation
      of such mutilated certificate, or in lieu of, and in substitution for such
      lost, destroyed or stolen certificate and the Warrants represented by such
      substituted certificate will be entitled to the benefit hereof and rank
      equally in accordance with its terms with all other Warrants issued or to
      be issued by the Company.

	 	 	 
	 	(b) 	
      The applicant for the issue of a new Warrant certificate
      pursuant hereto will bear the cost of the issue thereof and in case of
      loss, destruction or theft furnish to the Company such evidence of
      ownership and of loss, destruction, or theft of the certificate so lost,
      destroyed or stolen as will be satisfactory to the Company in its
      discretion and such applicant may also be required to furnish indemnity in
      amount and form satisfactory to the Company in its discretion, and will
      pay the reasonable charges of the Company in connection
  therewith.



2.4        Warrant Holder
Not a Shareholder 

The holding of a Warrant will not constitute the Holder thereof
a shareholder of the Company, nor entitle it to any right or interest in respect
thereof except as in the Warrant expressly provided. 

3.        
 NOTICE 

3.1        Notice to
Warrant Holders 

Any notice required or permitted to be given to the Holders
will be in writing and may be given by prepaid registered post, electronic
facsimile transmission or other means of electronic communication capable of
producing a printed copy to the address of the Holder appearing on the Holder’s
Warrant certificate or to such other address as any Holder may specify by notice
in writing to the Company, and any such notice will be deemed to have been given
and received by the Holder to whom it was addressed if mailed, on the third day
following the mailing thereof, if by facsimile or other electronic
communication, on successful transmission, or, if delivered, on delivery; but,
if at the time or mailing or between the time of mailing and the third business
day thereafter there is a strike, lockout, or other labor disturbance affecting
postal service, then the notice will not be effectively given until actually
delivered. 

3.2        Notice to the
Company 

Any notice required or permitted to be given to the Company
will be in writing and may be given by prepaid registered post, electronic
facsimile transmission or other means of electronic communication capable of
producing a printed copy to the address of the Company set forth below or such
other address as the Company may specify by notice in writing to the Holder, and
any such notice will be deemed to have been given and received by the Company to
whom it was addressed if mailed, on the third day following the mailing thereof,
if by facsimile or other electronic communication, on successful transmission,
or, if delivered, on delivery; but, if at the time or mailing or between the
time of mailing and the third business day thereafter there is a strike,
lockout, or other labor disturbance affecting postal service, then the notice
will not be effectively given until actually delivered: 

MABCURE INC. 
De Schiervellaan 3/B1

3500 Hasselt 

  Belgium 

Attention: President 

Fax No. [insert number] 

with a copy to: 
SRK Law Offices

Rabin Science Park 
12 HaMada Street 

  Rehovot, Israel 76773 

20




Attention: Steve Kronengold 

Fax: + (972) 8-936-6000 

4.         
EXERCISE OF WARRANTS 

4.1        Method of
Exercise of Warrants 

The right to purchase shares conferred by the Warrants may be
exercised by the Holder surrendering the Warrant certificate representing same,
with a duly completed and executed subscription in the form attached hereto and
a wire transfer to the Company, for the purchase price applicable at the time of
surrender in respect of the shares subscribed for in lawful money of the United
States of America, to the Company at the address set forth in, or from time to
time specified by the Company pursuant to, Section 3.2 hereof. 

4.2        Effect of
Exercise of Warrants 

	 	(a) 	
      Upon surrender and payment as aforesaid the shares so
      subscribed for will be deemed to have been issued and such person or
      persons will be deemed to have become the Holder or Holders of record of
      such shares on the date of such surrender and payment, and such shares
      will be issued at the subscription price in effect on the date of such
      surrender and payment.

	 	 	 
	 	(b) 	
      Within ten business days after surrender and payment as
      aforesaid, the Company will forthwith cause to be delivered to the person
      or persons in whose name or names the shares so subscribed for are to be
      issued as specified in such subscription or mailed to him or them at his
      or their respective addresses specified in such subscription, a
      certificate or certificates for the appropriate number of shares not
      exceeding those which the Warrant Holder is entitled to purchase pursuant
      to the Warrant surrendered.



4.3        Subscription
for Less Than Entitlement 

The Holder of any Warrant may subscribe for and purchase a
number of shares less than the number which he is entitled to purchase pursuant
to the surrendered Warrant. In the event of any purchase of a number of shares
less than the number which can be purchased pursuant to a Warrant, the Holder
thereof upon exercise thereof will in addition be entitled to receive a new
Warrant in respect of the balance of the shares which he was entitled to
purchase pursuant to the surrendered Warrant and which were not then purchased.


4.4        Warrants for
Fractions of Shares 

To the extent that the Holder of any Warrant is entitled to
receive on the exercise or partial exercise thereof a fraction of a share, such
right may be exercised in respect of such fraction only in combination with
another Warrant or other Warrants which in the aggregate entitle the Holder to
receive a whole number of such shares. 

4.5        Expiration of
Warrants 

After the expiration of the period within which a Warrant is
exercisable, all rights thereunder will wholly cease and terminate and such
Warrant will be void and of no effect. 

4.6        Time of
Essence 

Time will be of the essence hereof. 

4.7        Subscription
Price 

Each Warrant is exercisable at a price per share (the
"Exercise Price") of US$0.70. One (1) Warrant and the Exercise Price are
required to subscribe for each share during the term of the Warrants. 

4.8        Adjustment of
Exercise Price 

	 	(a) 	
      The Exercise Price and the number of shares deliverable
      upon the exercise of the Warrants will be subject to adjustment in the
      event and in the manner following:




	 	(i) 	
      If and whenever the shares at any time outstanding are
      subdivided into a greater or



21





	 		
      consolidated into a lesser number of shares the Exercise
      Price will be decreased or increased proportionately as the case may be;
      upon any such subdivision or consolidation the number of shares
      deliverable upon the exercise of the Warrants will be increased or
      decreased proportionately as the case may be, or

	 	 	 
	 	(ii) 	
      In case of any capital reorganization or of any
      reclassification of the capital of the Company or in the case of the
      consolidation, merger or amalgamation of the Company with or into any
      other Company (hereinafter collectively referred to as a
      "Reorganization"), each Warrant will after such Reorganization
      confer the right to purchase the number of shares or other securities of
      the Company (or of the Company’s resulting from such Reorganization) which
      the Warrant Holder would have been entitled to upon Reorganization if the
      Warrant Holder had been a shareholder at the time of such
      Reorganization.

	 	 	 
	 		
      In any such case, if necessary, appropriate adjustments
      will be made in the application of the provisions of this Article 4
      relating to the rights and interest thereafter of the Holders of the
      Warrants so that the provisions of this Article Four will be made
      applicable as nearly as reasonably possible to any shares or other
      securities deliverable after the Reorganization on the exercise of the
      Warrants.

	 	 	 
	 		
      The subdivision or consolidation of shares at any time
      outstanding into a greater or lesser number of shares (whether with or
      without par value) will not be deemed to be a Reorganization for the
      purposes of this clause 11.8.




	 	(b) 	
      The adjustments provided for in this Section 4.8 are
      cumulative and will become effective immediately after the record date or,
      if no record date is fixed, the effective date of the event which results
      in such adjustments.



4.9        Determination
of Adjustments 

If any questions will at any time arise with respect to the
Exercise Price or any adjustment provided for in Section 4.8, such questions
will be conclusively determined by the Company’s Auditors, or, if they decline
to so act any other firm of certified public accountants in the United States of
America that the Company may designate and who will have access to all
appropriate records and such determination will be binding upon the Company and
the Holders of the Warrants. 

5.         
COVENANTS BY THE COMPANY 

5.1        Reservation of
Shares 

The Company will reserve and there will remain unissued out of
its authorized capital a sufficient number of shares to satisfy the rights of
purchase provided for herein and in the Warrants should the Holders of all the
Warrants from time to time outstanding determine to exercise such rights in
respect of all shares which they are or may be entitled to purchase pursuant
thereto and hereto. 

6.         
WAIVER OF CERTAIN RIGHTS 

6.1        Immunity of
Shareholders, etc. 

The Warrant Holder, as part of the consideration for the issue
of the Warrants, waives and will not have any right, cause of action or remedy
now or hereafter existing in any jurisdiction against any past, present or
future incorporator, shareholder, Director or Officer (as such) of the Company
for the issue of shares pursuant to any Warrant or on any covenant, agreement,
representation or warranty by the Company herein contained or in the Warrant.


7.         
MODIFICATION OF TERMS, MERGER, SUCCESSORS 

7.1        Modification
of Terms and Conditions for Certain Purposes 

From time to time the Company may, subject to the provisions of
these presents, modify the Terms and Conditions hereof, for the purpose of
correction or rectification of any ambiguities, defective provisions, errors or
omissions herein. 

7.2        Warrants Not
Transferable

22




The Warrants and all rights attached to it are not
transferable. 

DATED as of the date first above written in these Terms and
Conditions. 

MABCURE INC. 

By:  
_________________________________________
Authorized Signatory 

23