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.