Exhibit 10.1
LOAN AGREEMENT
THIS LOAN AGREEMENT (this “ Agreement ”)
is entered into as of the 2nd day of September 2009, by and between
MabCure Inc., a Nevada corporation with an address at De
Schiervellaan 3/B1, 3500 Hasselt, Belgium (the “
Company ”), and Chrysler Enterprises, Ltd., with an
address at Main Street, Charlestown, Nevis (the “
Lender ”).
WHEREAS , the Company requires an infusion of funds in order
to finance the operations of the Company as set forth herein;
and
WHEREAS , the Lender is willing to make available a loan to
the Company on the terms and conditions set forth in this
Agreement.
NOW, THEREFORE , the parties hereto hereby agree
as follows:
1.
Loan .
1.1 The
Lender agrees to lend to the Company the amount of $500,000 (the
“ Loan Amount ”), subject to the terms and
conditions of this Agreement, hereunder (the “ Loan
”).
1.2 The
Lender will transfer the Loan Amount to the Company, in accordance
with the wire transfer instructions provided in Exhibit
A , on the first business day following the execution of
this agreement by both parties (the “ Closing
”).
1.3 The
Loan will bear interest at a rate of 6% per year. The accrued
interest will be payable upon repayment of the Loan.
1.4 Subject
to Section 2 below, the Loan and accrued interest will be repaid on
the first anniversary of the Closing (the “ Due Date
”).
2.
Acceleration of Conversion .
The
Loan Amount will become, in the Lender’s sole discretion,
either repayable pursuant to the term set forth in Section 1.4
above, or upon the occurrence of an Event of Acceleration (as
defined below) that occurs prior to the Due Date. For the purposes
of this Section 2, an “ Event of Acceleration ”
shall be deemed to exist upon the occurrence of any of the
following: (a) the Company files a petition in bankruptcy, files a
petition seeking any reorganization, arrangement, composition, or
similar relief under any law regarding insolvency or relief for
debtors, or makes an assignment for the benefit of creditors; (b) a
receiver, trustee, or similar officer is appointed for the business
or a significant part of the property of the Company, and such
appointments are not stayed, enjoined, or discharged within forty
five (45) days from their commencement; (c) any involuntary
petition or proceeding under bankruptcy or insolvency laws is
instituted against the Company, and such actions are not stayed,
enjoined, or discharged within forty five (45) days from their
commencement; (d) the Company adopts a resolution for
discontinuance of its business or for its liquidation, dissolution
or winding-u
