Amendment
No. 8


to


Tranche
A Senior Secured Convertible Notes and Tranche B Senior Secured Convertible Notes 


 


This Amendment No.
8 to Tranche A Senior Secured Convertible Notes and Tranche B Senior Secured Convertible Notes (this “Amendment”)
is entered into effective as of March 30, 2012 (the “Effective Date”), by and among Genesis Biopharma, Inc.,
a Nevada corporation (the “Company”), and the parties set forth on the signature page hereto as the “Holders”
(the “Holders”).


 


Background


 


A.The Company and
the Holders are the parties to the (A) Tranche A Senior Secured Convertible Notes (the “Tranche A Notes”) and
(B) Tranche B Senior Secured Convertible Notes (the “Tranche B Notes”), each as amended by Amendment No. 1 to
Tranche A Senior Secured Convertible Notes and Tranche B Senior Secured Convertible Notes, dated as of November 30, 2011, Amendment
No. 2 to Tranche A Senior Secured Convertible Notes and Tranche B Senior Secured Convertible Notes, dated as of December 19, 2011,
Amendment No. 3 to Tranche A Senior Secured Convertible Notes and Tranche B Senior Secured Convertible Notes, dated as of January
5, 2012, Amendment No. 4 to Tranche A Senior Secured Convertible Notes and Tranche B Senior Secured Convertible Notes, dated as
of January 13, 2012 and Amendment No. 5 to Tranche A Senior Secured Convertible Notes and Tranche B Senior Secured Convertible
Notes, dated as of January 31, 2012, Amendment No. 6 to Tranche A Secured Convertible Notes and Tranche B Secured Convertible Notes,
dated February 29, 2012 and Amendment No. 7 to Tranche A Secured Convertible Notes and Tranche B Secured Convertible Notes, dated
March 13, 2012.


 


B.The Holders own
all of the currently outstanding Tranche A Notes and Tranche B Notes.


 


C.The Company and
the Holders wish to further amend the Tranche A Notes and the Tranche B Notes as set forth in this Amendment.


 


Agreement


 


The Company and the
Holders agree as follows:


 


1.The capitalized
term “Maturity Date” as defined in Section 1 of each of the Tranche A Notes is hereby amended and hereafter shall be
defined to be April 17, 2012.


 


2.The capitalized
term “Maturity Date” as defined in Section 1 of each of the Tranche B Notes is hereby amended and hereafter shall be
defined to be April 17, 2012.


 


3.Except as expressly
set forth in the preceding Sections 1 and 2, each of the Tranche A Notes and the Tranche B Notes shall remain in full force and
effect.


 



    	 



    	 



    



4.Each Holder represents
and warrants to the Company that this Amendment has been duly authorized, executed and delivered by him, her or it and constitutes
his, her or its legal, valid and binding obligation, enforceable against him, her or it in accordance with its terms.


 


5.The Company represents
and warrants to the Holders that this Amendment has been duly authorized, executed and delivered by the Company and constitutes
the Company’s legal, valid and binding obligation, enforceable against the Company in accordance with its terms.


 


6.This Amendment
may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute
a single contract.


 


7.THIS AMENDMENT
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD
TO CONFLICT OF LAWS PRINCIPLES WHICH MIGHT CAUSE THE LAWS OF ANY OTHER JURISDICTION TO BE APPLIED.


 


 


 



    	 



    	 



    

IN WITNESS WHEREOF,
the Company and the Holders have duly executed this Amendment effective as of the Effective Date.


 


	COMPANY:	 	HOLDER:
	 	 	 	 	 



	GENESIS BIOPHARMA, INC.	 	Ayer Capital Partners Master Fund, L.P.
	 	 	 	 	 

	By:	 	 	By:	 
	Name:	 	 	Name:	 
	Title:	 	 	Title:	 
	 	 	 
	 	 	 
	HOLDER:	 	HOLDER:
	 	 	 	 	 
	Epworth-Ayer Capital	 	Bristol Investment Fund, Ltd.
	 	 	 	 	 
	By:	 	 	By:	 
	Name:	 	 	Name:	 
	Title:	 	 	Title:	 
	 	 	 	 	 
	 	 	 	 	 
	HOLDER:	 	 	 
	 	 	 	 	 
	Ayer Capital Partners Kestrel Fund, LP	 	 	 
	 	 	 	 	 
	By:	 	 	 	 
	Name:	 	 	 	 
	Title: