Form of Closing Agreement

Exhibit 10.1

CLOSING AGREEMENT

This Closing Agreement (this “Closing Agreement”) is dated as of March [__], 2021 (the “Effective Date”), by and between Todos Medical Ltd., a company organized and existing under the laws of Israel (the “Company”) and Leviston Resources LLC, a Delaware limited liability company (“Purchaser”). Each of the Company and Purchaser are collectively referred to herein as the “Parties,” and each individually, a “Party.”

WHEREAS, The Company and Purchaser are parties to that certain Securities Purchase Agreement, dated as of July 9, 2020 (the “Purchase Agreement”), pursuant to which Purchaser purchased Eight Hundred Fifty Thousand Dollars ($850,000.00) of securities from the Company, as further described therein. Capitalized terms used but not defined herein have the meaning set forth in the Purchase Agreement.

WHEREAS, The Parties desire to consummate the Closing of the Purchase Agreement in two (2) tranches: (i) an initial tranche (“Tranche 1”) whereby the Company issued to Purchaser those certain (a) Ordinary Share Purchase Warrant, dated as of July 9, 2020 (the “Warrant”) to purchase the shares of common stock, par value $0.0001 per share (collectively, the “Common Stock”) of the Company, (b) Future Advance Promissory Convertible Note, dated as of July 9, 2020 (as amended, modified or supplemented, the “Future Advance Note”), (c) Security Agreement, dated as of July 9, 2020 (the “Security Agreement”), and (d) Registration Rights Agreement, dated as of July 9, 2020 (the “Registration Rights Agreement,” and together with the Purchase Agreement, Warrant, Future Advance Note and Security Agreement, collectively, the “Tranche 1 Documents”); and (ii) a second tranche (“Tranche 2”) to be effectuated pursuant to the Tranche 1 Documents and this Closing Agreement (collectively, the “Tranche 2 Documents”).

NOW THEREFORE, in consideration of the mutual covenants contained in the Tranche 2 Documents, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Incorporation by Reference. The terms and conditions of the Tranche 1 Documents are incorporated herein by reference and shall apply to this Closing Agreement.

2. Purchase Price. Each Party acknowledges and agrees that Purchaser paid an amount equal to Eight Hundred Fifty Thousand Dollars ($850,000.00) to the Company pursuant to the Tranche 1 Documents, as indicated in line 1 of Schedule A to the Future Advance Note. Purchaser shall pay the Company an amount equal to Eight Hundred Eighty-Four Thousand Three Hundred Seventy-Five Dollars ($884,375.00) (the “Purchase Price”) pursuant to the Tranche 2 Documents. The Parties hereby agree that line 2 of Schedule A to the Future Advance Note is amended to include the Purchase Price set forth herein.

3. Covenants.

4. Representations and Warranties.

5. Waiver. The Company hereby irrevocably waives any and all call rights, rights of redemption and cancellation or similar rights under any and all agreements, documents or instruments with respect to securities now or hereafter owned or held by Purchaser.

6. No Further Modification. Except as expressly provided herein, all terms and provisions of the Tranche 2 Documents are and will remain in full force and effect and are hereby ratified and confirmed by the Parties. On and after the date hereof, each reference in the Tranche 2 Documents to “this Agreement,” “the Agreement,” “hereunder,” “hereof,” “herein” or words of like import, and each reference to a Tranche 2 Document in any other agreements, documents or instruments executed and delivered in connection therewith, will mean and be a reference to such Tranche 2 Document as amended or modified by the terms set forth herein.

7. Further Acknowledgements. The Company hereby acknowledges and agrees that (i) the Tranche 2 Documents, along with any and all documents, agreements, certificates or instruments relating thereto (collectively, as each may be amended, modified or supplemented from time to time, the “Transaction Documents”) are in full force and effect, have not been amended, modified, extended or changed in any way, except as set forth herein, and constitute the complete agreement between the Company and Purchaser regarding the Securities; and (ii) there is no violation of or default under, or to the Company’s knowledge any event or circumstance that would give rise to, any breach of or default under, the Tranche 2 Documents on the part of the Company, other than the Registration Rights Agreement. The Company hereby irrevocably and unconditionally releases, cancels, and forever discharges Purchaser and its directors, officers, employees, subsidiaries, affiliates, agents, and representatives from and against any and all claims, complaints, causes of action, demands, damages, obligations, liabilities, losses, promises, agreements, controversies, penalties, expenses, and executions of any kind or nature whatsoever, whether known or unknown, actual or potential, whether arising in law or in equity, which the Company may have, may have had, or may in the future obtain, arising out of or relating to any acts, omissions, agreements, or events relating in any manner to the Transaction Documents or the Securities.

8. Entire Agreement. The Tranche 2 Documents supersede all prior agreements between the Parties relating to its subject matter. There are no other understandings or agreements between them concerning the subject matter herein.

9. Counterparts; Facsimile; Execution. For purposes of this Closing Agreement, a document (or signature page thereto) signed and transmitted electronically is to be treated as an original document. The signature of any Party thereon, for purposes hereof, is to be considered as an original signature, and the document transmitted is to be considered to have the same binding effect as an original signature on an original document. At the request of any Party, a facsimile or telecopy document is to be re-executed in original form by the Parties who executed the facsimile or telecopy document. No Party may raise the use of electronic means as a defense to the enforcement of the Agreement or any amendment or other document executed in compliance with this Section 9.

10. Interpretation. Each Party acknowledges that it has participated in the drafting of this Closing Agreement, and any applicable rule of construction to the effect that ambiguities are to be resolved against the drafting Party shall not be applied in connection with the construction or interpretation of the Tranche 2 Documents. Each Party has been represented in the preparation, negotiation, and execution of this Closing Agreement by legal counsel of their own choice. Section and article headings used herein have no legal significance and are used solely for convenience of reference.

11. Expenses; Attorney’s Fees. Each Party shall pay for its own legal, accounting and other similar expenses incurred in connection with the transactions contemplated by the Tranche 2 Documents. If a dispute arises between the Parties and either Party secures the assistance of legal counsel, the non-prevailing Party shall pay the prevailing Party his or her actual attorney’s fees and costs incurred, with or without suit or other legal proceeding.

Disbursement Date: February 22, 2021

WIRE INSTRUCTIONS:

Please see attached Exhibit A.

[Signature Page Follows]

IN WITNESS WHEREOF, the Parties have executed this Closing Agreement as of the Effective Date.

[Signature Page to Closing Agreement]

EXHIBIT A

Wire Instructions