MabCure Inc. - Exhibit 10.1 - Filed by newsfilecorp.com






EXHIBIT 10.1 

THIS 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 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 
CONVERSION AGREEMENT 
(the
“Agreement”) 

  (Investor Resident Overseas) 

THIS AGREEMENT is dated February 16, 2010 (the “Effective
Date”). 

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


Conversion of Loan into Units 

1.                      
Conversion 

               1.1      On
the basis of the representations and warranties and subject to the terms and
conditions set forth herein, Chrysler Enterprises Ltd. (the
"Investor") hereby irrevocably converts the loan amount of US$500,000
(the “Loan Amount”), loaned by the Investor to the Company pursuant to
the Loan Agreement between the Investor and the Company dated September 2, 2009
(the “Loan Agreement”), into 1,000,000 units (the "Units") at a
price per Unit of US$0.50 (such conversion of the Loan Amount into Units being
the "Conversion"). 

               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 on the Effective Date, 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 on the Effective Date, 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 the
conversion of the Loan Amount into the Units. 

               1.4      Investor
agrees that upon the conversion of the Loan Amount into Units pursuant to the
terms of this Agreement (i) the Loan Agreement shall be null and void and of no
further effect, and (ii) the Loan Amount, including all accrued interest, shall
be considered to have been repaid in full. 

2.                      
Documents Required from Investor 

               2.1      The
Investor will complete, sign and return to the Company an executed copy of this
Agreement. 




               2.2      The
Investor 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. 

3.                      
Acknowledgements of Investor 

               3.1     
The Investor 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 Investor 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) 	
      the Investor 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
      Investor 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;

	 	 	 
	 	(e) 	
      the Investor and the Investor’s advisor(s) have had a
      reasonable opportunity to ask 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;

	 	 	 
	 	(f) 	
      the Investor 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 Investor contained herein or in any document furnished by the Investor
      to the Company in connection herewith being untrue in any material respect
      or any breach or failure by the Investor to comply with any covenant or
      agreement made by the Investor to the Company in connection
    therewith;

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

	 	 	 
	 	(h) 	
      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;

	 	 	 
	 	(i) 	
      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



2





	 		
      plan or scheme to evade the registration provisions of
      the 1933 Act;

	 	 	 
	 	(j) 	
      the Investor has been advised to consult the Investor’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
      Investor is resident in connection with the distribution of the Securities
      hereunder, and

	 	 	 
	 	(ii) 	
      applicable resale restrictions.



4.                      
Representations, Warranties and Covenants of the Investor 

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

	 	(a) 	
      the Investor has the legal capacity and competence to
      enter into and execute this Agreement and to take all actions required
      pursuant hereto and, if the Investor 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 Agreement on behalf of the Investor;

	 	 	 
	 	(b) 	
      the entering into of this 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
      Investor or of any agreement, written or oral, to which the Investor may
      be a party or by which the Investor is or may be bound;

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

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

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

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

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

	 	 	 
	 	(h) 	
      the Investor 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 Investor is outside the United States when receiving
      and executing this Agreement and is acquiring the Securities as principal
      for the Investor’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 fractionalization thereof, in whole or in
      part, and no other person has a direct or indirect beneficial interest in
      such Securities;

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

	 	 	 
	 	(k) 	
      the Investor: (i) is able to fend for itself in the
      Conversion; (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;



3





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

	 	 	 	 	 
	 		(i) 	
      the Investor 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 Investor 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 Investor acknowledges that the Investor 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 Investor 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 Investor is not aware of any advertisement of any of
      the Securities;

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

	 	 	 	 	 
	 		(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 Investor:

	 	 	 	 	 
	 		(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 Investor 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 Investor 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 Investor 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



4




the Investor 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 

5.                      
Acknowledgement and Waiver 

               5.1     
The Investor 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 Investor hereby waives, to the fullest extent permitted by
law, any rights of withdrawal, rescission or compensation for damages to which
the Investor might be entitled in connection with the distribution of any of the
Securities. 

6.                      
Legending of Subject Securities 

               6.1      The
Investor 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"). 

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.


               6.2      The
Investor 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 Agreement. 

7.                      
Piggyback Registration Rights 

               7.1     
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 Investor written notice of such
determination and, if within thirty (30) days after receipt of such notice, the
Investor 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 Investor 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 Investor’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. 

               7.2     
In connection with each Registration Statement described in this section, the
Investor 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 

  5




Company may require the Investor to furnish to the Company a
certified statement as to the number of shares of common stock beneficially
owned by the Investor and the name of the natural person thereof that has voting
and dispositive control over the Registrable Securities. 

               7.3      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 Investor. 

               7.4      The
Company will, notwithstanding any termination of this Agreement, indemnify and
hold harmless the Investor, its officers, directors, agents and employees, and
each person who controls the Investor (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 Investor furnished in writing to the Company by the
Investor expressly for use therein, or to the extent that such information
relates to the Investor or the Investor's proposed method of distribution of
Registrable Securities and was reviewed and expressly approved in writing by the
Investor expressly for use in the Registration Statement, or in any amendment or
supplement thereto; or (ii) the use by the Investor of an outdated or defective
Registration Statement. 

               7.5     
The Investor 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 Investor'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 Investor 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 Investor furnished in writing
to the Company by the Investor expressly for use therein, or (C) to the extent
that such information relates to the Investor or the Investor's proposed method
of distribution of Registrable Securities and was reviewed and expressly
approved in writing by the Investor expressly for use in the Registration
Statement or in any amendment or supplement thereto; or (iii) the use by the
Investor of an outdated or defective Registration Statement. 

               7.6      If
a claim for indemnification hereunder is unavailable to either the Company or
the Investor (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


  6




in this Agreement, 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. 

8.                      
Costs 

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

9.                      
Governing Law 

               This
Agreement is governed by the laws of the State of Nevada. The Investor, 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. 

10.                     Survival


               This
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 Investor pursuant hereto. 

11.                     Assignment


               This
Agreement is not transferable or assignable. 

12.                    
Severability 

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

13.                    
Entire Agreement 

               Except
as expressly provided in this Agreement and in the agreements, instruments and
other documents contemplated or provided for herein, this 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. 

14.                     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 Investor 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. 

15.                     Counterparts
and Electronic Means 

               This
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. 

7




16.                     Delivery
Instructions 

	 	16.1 	
      The Investor hereby directs the Company to deliver the
      Share and Warrant Certificates to: (name)

	 	 	 


	 	 
	 	(address) 


            16.2        The
Investor 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 parties hereto have duly executed this Agreement
as of the Effective Date. 

	MabCure
      Inc. 	 
         The Investor 
	 	 
	 	 
	(Name of Authorized Signatory – Please type or print) 	(Name of Investor – Please type or print)

	 	 
	 	 
	(Signature and, if applicable, Office) 	(Signature and, if applicable, Office) 
	 	 
	 	 
	  	(Address of Investor) 
	 	 
	 	 
	  	(City, State or Province, Postal Code of
      Investor) 
	 	 
	 	 
	  	(Country of Investor) 


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 FEBRUARY 16, 2012. 

SHARE PURCHASE WARRANTS 
TO PURCHASE SHARES IN THE COMMON
STOCK OF 

  MABCURE INC. 

incorporated in the State of Nevada 

CERTIFICATE
NO.:______________                                                                                                   February
16, 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 February 16, 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 February, 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 February 16, 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 FEBRUARY 16, 2012. 

SHARE PURCHASE WARRANTS 
TO PURCHASE COMMON SHARES OF


  MABCURE INC. 

incorporated in the State of Nevada 

CERTIFICATE NO.:______________                                                                                                  February
  16, 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 February 16, 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 February, 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 February 16, 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 

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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



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      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 

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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 

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