THIS WARRANT HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT
BE SOLD OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE
LAWS OR SOME OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS IS AVAILABLE WITH RESPECT THERETO.


 


COMMON STOCK PURCHASE WARRANT


 


Number of Shares: 100,000


 Common Stock


 


Genesis
Biopharma, Inc.


 


Void after February 15, 2021


 


1.          Issuance.
This Common Stock Purchase Warrant (the "Warrant") is issued by Genesis
Biopharma, Inc., a Nevada corporation (hereinafter with its successors called the "Company") to Emmes
Group Consulting LLC, a California limited liability company, (hereinafter with its successors and assigns the registered holder
of this Warrant or the "Holder").


 


2.          Purchase
Price; Number of Shares. The Holder, commencing on the date hereof, is entitled upon surrender of this Warrant with the subscription
form annexed hereto duly executed, at the principal office of the Company, to purchase from the Company, at a price per share of
$1.26 (the "Purchase Price"), One Hundred Thousand (100,000) fully paid and nonassessable shares of the Company's
Common Stock (the "Common Stock").


 


Until such time as this
Warrant is exercised in full or expires, the Purchase Price and the securities issuable upon exercise of this Warrant are subject
to adjustment as hereinafter provided. The person or persons in whose name or names any certificate representing shares of Common
Stock is issued hereunder shall be deemed to have become the holder of record of the shares represented thereby as at the close
of business on the date this Warrant is exercised with respect to such shares, whether or not the transfer books of the Company
shall be closed.


 


3.          Payment
of Purchase Price. The Purchase Price may be paid (i) in cash or by check, or (ii) by any combination of the foregoing.


 


4.          Net
Issue Election. The Holder may elect to receive, without the payment by the Holder of any additional consideration, shares
of Common Stock equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the
Company, with the net issue election notice annexed hereto duly executed, at the principal office of the Company. Thereupon, the
Company shall issue to the Holder such number of fully paid and nonassessable shares of Common Stock as is computed using the following
formula:


 


X = 
Y(A-B)

 A


 





	 	where:	X =	the number of shares of Common Stock to be issued to the Holder pursuant to this Section 4.
	 	 	 	 
	 	 	Y =	the number of shares of Common Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 4.







  



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	 	 	A =	the Fair Market Value (defined below) of one share of Common Stock, as determined at the time the net issue election is made pursuant to this Section 4.
	 	 	 	 
	 	 	B =	the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4.










 


"Fair Market
Value" of a share of Common Stock as of the date that the net issue election is made (the "Determination Date")
shall mean:


 


(i)          If
the net issue election is made in connection with and contingent upon the closing of the sale of the Company's Common Stock to
the public in a public offering pursuant to a Registration Statement under the 1933 Act (a "Public Offering"),
and if the Company's Registration Statement relating to such Public Offering ("Registration Statement") has been
declared effective by the Securities and Exchange Commission, then the initial "Price to Public" specified in the final
prospectus with respect to such offering.


 


(ii)         If
the net issue election is not made in connection with and contingent upon a Public Offering, then as follows:


 


(a)          If
traded on a securities exchange or the Nasdaq National Market, the fair market value of the Common Stock shall be deemed to be
the average of the closing or last reported sale prices of the Common Stock on such exchange or market over the five day period
ending five trading days prior to the Determination Date;


 


(b)          If
otherwise traded in an over-the-counter market, the fair market value of the Common Stock shall be deemed to be the average of
the closing ask prices of the Common Stock over the five day period ending five trading days prior to the Determination Date; and


 


(c)          If
there is no public market for the Common Stock, then fair market value shall be determined in good faith by the Company's Board
of Directors.


 


5.          Partial
Exercise. This Warrant may be exercised in part, and the Holder shall be entitled to receive a new warrant, which shall be
dated as of the date of this Warrant, covering the number of shares in respect of which this Warrant shall not have been exercised.


 


6.          Fractional
Shares. In no event shall any fractional share of Common Stock be issued upon any exercise of this Warrant. If, upon exercise
of this Warrant in its entirety, the Holder would, except as provided in this Section 6, be entitled to receive a fractional
share of Common Stock, then the Company shall issue the next higher number of full shares of Common Stock, issuing a full share
with respect to such fractional share.


 


7.          Expiration
Date; Automatic Exercise.          This Warrant shall expire at the close of business
on February 12, 2021 (the "Expiration Date"). Notwithstanding the term of this Warrant fixed pursuant to this
Section 7 and provided Holder has received advance notice of at least five (5) days and has not earlier converted, this
Warrant shall automatically be converted pursuant to Section 4 hereof, without any action by Holder upon the closing of
a sale of all or substantially all of the Company's assets, or the merger or consolidation of the Company with or into another
corporation (other than a merger or consolidation for the principle purpose of changing the domicile of Company), that results
in the transfer of fifty per cent (50%) or more of the outstanding voting power of the Company (collectively a "Merger").
Notwithstanding the foregoing, this Warrant shall automatically be deemed to be exercised in full pursuant to the provisions of
Section 4 hereof, without any further action on behalf of the Holder, immediately prior to the time this Warrant would otherwise
expire pursuant to this Section 7.


 


8.          Reserved
Shares; Valid Issuance. The Company covenants that it will at all times from and after the date hereof reserve and keep available
such number of its authorized shares of Common Stock free from all preemptive or similar rights therein, as will be sufficient
to permit, respectively, the exercise of this Warrant in full. The Company further covenants that such shares as may be issued
pursuant to such exercise will, upon issuance, be duly and validly issued, fully paid and nonassessable and free from all taxes,
liens and charges with respect to the issuance thereof.


 



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9.          Stock
Splits and Dividends. If after the date hereof the Company shall subdivide the Common Stock, by split-up or otherwise, or combine
the Common Stock, or issue additional shares of Common Stock in payment of a stock dividend on the Common Stock, the number of
shares of Common Stock issuable on the exercise of this Warrant shall forthwith be proportionately increased in the case of a subdivision
or stock dividend, or proportionately decreased in the case of a combination, and the Purchase Price shall forthwith be proportionately
decreased in the case of a subdivision or stock dividend, or proportionately increased in the case of a combination.


 


10.         Certificate
of Adjustment. Whenever the Purchase Price is adjusted, as herein provided, the Company shall promptly deliver to the Holder
a certificate of the Company's chief financial officer or chief executive officer setting forth the Purchase Price after such adjustment
and setting forth a brief statement of the facts requiring such adjustment.


 


11.         Amendment.
The terms of this Warrant may be amended, modified or waived only with the written consent of the Holder and Company.


 


12.         Representations
and Covenants of the Holder. This Warrant has been entered into by the Company in reliance upon the following representations
and covenants of the Holder, which by its execution hereof the Holder hereby confirms:


 


(a)          Investment
Purpose. The right to acquire Common Stock issuable upon exercise of the Holder's rights contained herein will be acquired
for investment and not with a view to the sale or distribution of any part thereof, and the Holder has no present intention of
selling or engaging in any public distribution of the same except pursuant to a registration or exemption.


 


(b)          Accredited
Investor. Holder is an "accredited investor" within the meaning of the Securities and Exchange Rule 501 of Regulation
D, as presently in effect.


 


(c)          Private
Issue. The Holder understands (i) that the Common Stock issuable upon exercise of the Holder's rights contained herein is not
registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated
by this Warrant will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company's reliance
on such exemption is predicated on the representations set forth in this Section 12.


 


(d)          Financial
Risk. The Holder has such knowledge and experience in financial and business matters as to be capable of evaluating the merits
and risks of its investment and has the ability to bear the economic risks of its investment.


 


13.         Notices,
Transfers, Etc.


 


(a)          Any
notice or written communication required or permitted to be given to the Holder may be given by certified mail or delivered to
the Holder at the address most recently provided by the Holder to the Company.


 


(b)          Subject
to compliance with applicable federal and state securities laws, this Warrant may be transferred by the Holder with respect to
any or all of the shares purchasable hereunder; provided, however, this Warrant may not be transferred to a direct competitor
of the Company (as determined in good faith by the Board of Directors of the Company) without the prior written consent of the
Company. Upon surrender of this Warrant to the Company, together with the assignment notice annexed hereto duly executed, for transfer
of this Warrant as an entirety by the Holder, the Company shall issue a new warrant of the same denomination to the assignee. Upon
surrender of this Warrant to the Company, together with the assignment hereof properly endorsed, by the Holder for transfer with
respect to a portion of the shares of Common Stock purchasable hereunder, the Company shall issue a new warrant to the assignee,
in such denomination as shall be requested by the Holder hereof, and shall issue to such Holder a new warrant covering the number
of shares in respect of which this Warrant shall not have been transferred.


 



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(c)          In
case this Warrant shall be mutilated, lost, stolen or destroyed, the Company shall issue a new warrant of like tenor and denomination
and deliver the same (i) in exchange and substitution for and upon surrender and cancellation of any mutilated Warrant, or (ii)
in lieu of any Warrant lost, stolen or destroyed, upon receipt of an affidavit of the Holder or other evidence reasonably satisfactory
to the Company of the loss, theft or destruction of such Warrant.


 


14.         Governing
Law. The provisions and terms of this Warrant shall be governed by and construed in accordance with the internal laws of the
State of Delaware without giving effect to its principles regarding conflicts of laws.


 


15.         Successors
and Assigns. This Warrant shall be binding upon the Company's successors and assigns and shall inure to the benefit of the
Holder's successors, legal representatives and permitted assigns.


 


16.         Business
Days. If the last or appointed day for the taking of any action required or the expiration of any rights granted herein shall
be a Saturday or Sunday or a legal holiday in California, then such action may be taken or right may be exercised on the next succeeding
day which is not a Saturday or Sunday or such a legal holiday.


 


IN WITNESS WHEREOF,
the Company has caused this Warrant to be signed by its duly authorized officers this 15th day of February, 2011.


 


For
Genesis Biopharma, Inc.


 





	 	By:	 
	 	 
		Name:	Anthony J. Cataldo
	 	 	 
	 	Title:	Chairman & Chief Executive Officer










 






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Subscription Agreement


  


	To:	 
	 	 
	Date:	 


 


The undersigned hereby subscribes for _________________
shares of Common Stock covered by this Warrant. The certificate(s) for such shares shall be issued in the name of the undersigned
or as otherwise indicated below:


 


 




	Signature	 
	 	 
	 	 
	Name for Registration	 
	 	 
	 	 
	Mailing Address	 


 



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Net Issue Election Notice


 


	To:	 	 	Date:	 


 


The undersigned hereby elects under Section
4 to surrender the right to purchase shares of Common Stock pursuant to this Warrant. The certificate(s) for such shares issuable
upon such net issue election shall be issued in the name of the undersigned or as otherwise indicated below:


 


 


	Signature	 
	 	 
	 	 
	Name for Registration	 
	 	 
	 	 
	Mailing Address	 


 



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Assignment


 


For value received _______________________________________
hereby sells, assigns and transfers unto


 


 


 


[Please print or typewrite name and address
of Assignee]


 


 


the within Warrant, and does hereby irrevocably
constitute and appoint __________________________________ its attorney to transfer the within Warrant on the books of the within
named Company with full power of substitution on the premises.


 


	Dated:	 	 
	 	 
	 	 
	Signature	 
	 	 
	 	 
	Name for Registration	 
	 	 
	 	 
	In the Presence of:	 


 



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