Exhibit
10.1


 


Amendment
No. 6


to


Tranche
A Senior Unsecured Convertible Notes and Tranche B Senior Unsecured Convertible Notes 


This Amendment No.
6 to Tranche A Senior Unsecured Convertible Notes and Tranche B Senior Unsecured Convertible Notes (this “Amendment”)
is entered into effective as of February 29, 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 Unsecured Convertible Notes (the “Tranche A Notes”)
and (B) Tranche B Senior Unsecured Convertible Notes (the “Tranche B Notes”), each as amended by Amendment No.
1 to Tranche A Senior Unsecured Convertible Notes and Tranche B Senior Unsecured Convertible Notes, dated as of November 30, 2011,
Amendment No. 2 to Tranche A Senior Unsecured Convertible Notes and Tranche B Senior Unsecured Convertible Notes, dated as of December
19, 2011, Amendment No. 3 to Tranche A Senior Unsecured Convertible Notes and Tranche B Senior Unsecured Convertible Notes, dated
as of January 5, 2012, Amendment No. 4 to Tranche A Senior Unsecured Convertible Notes and Tranche B Senior Unsecured Convertible
Notes, dated as of January 13, 2012 and Amendment No. 4 to Tranche A Senior Unsecured Convertible Notes and Tranche B Senior Unsecured
Convertible Notes, dated as of January 31, 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 March 13, 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 March 13, 2012.


3.Section 3(b)(ii)
of each of the Tranche A Notes is hereby deleted in its entirety and replaced by the following:


““Conversion Price”
means, as of any Conversion Date (as defined below) or other date of determination, $1.25, subject to adjustment as provided herein.
Notwithstanding the foregoing, if at any time after the Issuance Date the Company consummates one or more equity financings (each,
a “Qualified Offering”), or the Company issues securities to any consultants, officers, directors, employees
or third parties (“Other Parties”), for a price per share that is below the fair market value of the Common
Stock as measured by the Closing Sale Price on the date of each such issuance, the Conversion Price shall be adjusted to the lesser
of (i) $1.25 and (ii) seventy-five percent (75%) of the purchase price per share of Common Stock payable by the investors in each
such subsequent equity financing or by such Other Parties. In case any Option is issued in connection with the sale of Common Stock
in a Qualified Offering, together comprising one integrated transaction, the value assigned to any such Option (the “Option
Value”) shall be calculated using the Black-Scholes model using a “volatility” of 100 and a “risk free
rate” of 2.3% and, for purposes of determining the Conversion Price, the purchase price per share of Common Stock shall equal
the amount paid per share of Common Stock in the Qualified Offering minus the Option Value. For the avoidance of doubt, the Conversion
Price shall be adjusted pursuant to this Section 3(b)(ii) for each Qualified Offering.”






    	



    	 



    
4.Section 3(b)(ii) of each
of the Tranche B Notes is hereby deleted in its entirety and replaced by the following:


““Conversion Price”
means, as of any Conversion Date (as defined below) or other date of determination, $1.25, subject to adjustment as provided herein.
Notwithstanding the foregoing, if at any time after the Issuance Date the Company consummates one ore more equity financings (each
a “Qualified Offering”), or the Company issues securities to any consultants, officers, directors, employees
or third parties (“Other Parties”), for a price per share that is below the fair market value of the Common
Stock as measured by the Closing Sale Price on the date of each such issuance, the Conversion Price shall be adjusted to the lesser
of (i) $1.25 and (ii) seventy-five percent (75%) of the purchase price per share of Common Stock payable by the investors in each
such subsequent equity financing or by such Other Parties. In case any Option is issued in connection with the sale of Common Stock
in a Qualified Offering, together comprising one integrated transaction, the value assigned to any such Option (the “Option
Value”) shall be calculated using the Black-Scholes model using a “volatility” of 100 and a “risk free
rate” of 2.3% and, for purposes of determining the Conversion Price, the purchase price per share of Common Stock shall equal
the amount paid per share of Common Stock in the Qualified Offering minus the Option Value. For the avoidance of doubt, the Conversion
Price shall be adjusted pursuant to this Section 3(b)(ii) for each Qualified Offering.”


5.Except as
expressly set forth in the preceding Sections 1 through 4, each of the Tranche A Notes and the Tranche B Notes shall remain in
full force and effect.


6.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. 



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7.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.


8.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.


9.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.






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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:	 	 	 	 












 






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