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