Unassociated Document


    
      NONE
OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED,
NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO
U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF
REGULATION S UNDER THE SECURITIES ACT, PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM,
OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY
NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.

       

      PRIVATE
PLACEMENT SUBSCRIPTION AGREEMENT

       

      
        	
                TO:

              	
                GENESIS
      BIOPHARMA, INC.

              


      

      
        	
                 
      

              	
                (FORMERLY
      FREIGHT MANAGEMENT CORP.)

              


      

       

      Purchase of Common
Stock

       

      
        
          	
                  1.

                	
                  SUBSCRIPTION

                


        

      

       

      1.1          The
undersigned (the “Subscriber”) hereby irrevocably subscribes for and agrees to
purchase Securities, consisting of 1 share of common stock of Genesis Biopharma,
Inc., a Nevada corporation (the “Company” ) (the “Shares”) and, for every 2
shares purchased, one Series A Warrant under the terms of the Series A Warrant
attached hereto and one Series B Warrant under the terms of the Series B Warrant
attached hereto ( the Series A Warrants and Series B Warrants are collectively
referred to as the “Warrants” and the Shares and Warrants are collectively
referred to as the “Securities”), at a purchase price of $0.75 per share ), at a
subscription price of $0.75 per Share, for a total purchase price of US$___________
(the “Subscription Proceeds”), which is tendered herewith, on the basis of the
representations and warranties and subject to the terms and conditions set forth
herein (such subscription and agreement to purchase being the
“Subscription”).

       

      1.2          The
Subscription may be rejected in whole or in part by the Company, in its sole and
absolute discretion for any cause or for no cause.  Subject to the
terms hereof, the Subscription will be effective upon its acceptance by the
Company.

       

      1.3          Unless
otherwise provided, all dollar amounts referred to in this Subscription
Agreement are in lawful money of the United States of America.

       

      1.4          The
Subscriber acknowledges that the offering of Shares and Warrants contemplated
hereby is part of a private placement by the Company of up to an aggregate
subscription level of $700,000 (the “Offering”).  Notwithstanding the
foregoing, the Company reserves the right to increase the subscription
level.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          	
                  2.

                	
                  PAYMENT

                


        

      

       

      2.1          The
Subscription Proceeds must accompany this Subscription and shall be wired
directly to the Company in accordance with the wire instructions attached hereto
as Schedule
A.

       

      2.2          In
the event that this Subscription Agreement is not accepted by the Company for
whatever reason within 30 days of the delivery of an executed Subscription
Agreement by the Subscriber, this Subscription Agreement, the Subscription
Proceeds and any other documents delivered in connection herewith will be
returned to the Subscriber at the address of the Subscriber as set forth in this
Subscription Agreement.

       

      
        
          	
                  3.

                	
                  DOCUMENTS REQUIRED
      FROM SUBSCRIBER

                


        

      

       

      3.1          The
Subscriber must complete, sign and return to the Company or its legal counsel,
as directed by the Company, an executed copy of this Subscription
Agreement.

       

      3.2          The
Subscriber shall complete, sign and return to the Company as soon as possible,
on request by the Company, any documents, questionnaires, notices and
undertakings as the Company may require to comply with applicable securities
laws or any regulatory authorities.

       

      
        
          	
                  4.

                	
                  CLOSING

                


        

      

       

      4.1          Closing
of the offering of the Shares and Warrants (the “Closing”) shall occur on or
before September 15th, 2010,
or on such other date as may be determined by the Company (the “Closing Date”),
and may occur in multiple closings as the Company may determine.

       

      
        
          	
                  5.

                	
                  REPRESENTATIONS AND
      WARRANTIES OF THE
SUBSCRIBER

                


        

      

       

      5.1          The
Subscriber hereby makes the following representations and warranties to the
Company:

       

      
        	
                 
      

              	
                (a)

              	
                The
      Subscriber understands that the Shares the Warrants and the common stock
      issuable upon exercise of the Warrants (the “Securities”) have not been
      registered under the Securities Act, or any state securities laws, in
      reliance upon exemptions from regulation for non-public
      offerings.  The Subscriber understands that the Shares or any
      interest therein may not be, and agrees that the Securities or any
      interest therein will not be, resold or otherwise disposed of by the
      undersigned unless the Securities are subsequently registered under the
      Securities Act and under appropriate state securities laws or unless the
      Company receives an opinion of counsel satisfactory to it that an
      exemption from registration is
available;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                The
      Subscriber is acquiring the Securities for investment for its own account,
      not as a nominee or agent, and not with the view to, or for resale in
      connection with, any distribution thereof, and that such Investor has no
      present intention of selling, granting any participation in, or otherwise
      distributing the same.  The Subscriber further represents that
      it does not have any contract, undertaking, agreement or arrangement with
      any person or entity to sell, transfer or grant participation to such
      person or entity or to any third person or entity with respect to any of
      the Securities;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                The
      Subscriber, or its purchaser representative, within the meaning of
      Regulation D, Rule 501(h), promulgated by the Securities and Exchange
      Commission (its “Purchaser Representative”), has substantial experience in
      evaluating and investing in private placement transactions of securities
      in companies similar to the Company and acknowledges that the Subscriber
      or its Purchaser Representative, can protect its own
      interests.  The Subscriber or its Purchaser Representative has
      such knowledge and experience in financial and business matters so that
      the Subscriber or its Purchaser Representative is capable of evaluating
      the merits and risks of its investment in the
  Company;

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                (d)

              	
                The
      Subscriber understands and acknowledges that an investment in the Company
      is highly speculative and involves substantial risks.  The
      Subscriber can bear the economic risk of the Subscriber’s investment and
      is able, without impairing the Subscriber’s financial condition, to hold
      the Securities for an indefinite period of time and to suffer a complete
      loss of such Investor’s investment;

              


      

       

      
        	
                 
      

              	
                (e)

              	
                The
      Subscriber has had an opportunity to ask questions of, and receive answers
      from, the officers of the Company concerning the Subscription Agreement,
      the exhibits and schedules attached hereto and thereto and the
      transactions contemplated by the Subscription Agreement, as well as the
      Company’s business, management and financial affairs, which questions were
      answered to its satisfaction.  The Subscriber believes that it
      has received all the information such Investor considers necessary or
      appropriate for deciding whether to purchase the
      Securities.  The Subscriber understands that such discussions,
      as well as any information issued by the Company, were intended to
      describe certain aspects of the Company’s business and prospects, but were
      not necessarily a thorough or exhaustive description.  The
      Subscriber acknowledges that any business plans prepared by the Company
      have been, and continue to be, subject to change and that any projections
      included in such business plans or otherwise are necessarily speculative
      in nature, and it can be expected that some or all of the assumptions
      underlying the projections will not materialize or will vary significantly
      from actual results.  The Subscriber also acknowledges that it
      is relying solely on its own counsel and not on any statements or
      representations of the Company or its agents for legal advice with respect
      to this investment;

              


      

       

      
        	
                 
      

              	
                (f)

              	
                The
      Subscriber is an “accredited investor” within the meaning of Regulation D,
      Rule 501(a), promulgated by the Securities and Exchange Commission under
      the Securities Act and shall submit to the Company such further assurances
      of such status as may be reasonably requested by the
    Company.;

              


      

       

      
        	
                 
      

              	
                (g)

              	
                The
      residency of the Subscriber (or, in the case of a partnership or
      corporation, such entity’s principal place of business) is correctly set
      forth on the Subscriber’s signature page to this Subscription
      Agreement;

              


      

       

      
        	
                 
      

              	
                (h)

              	
                The
      Subscriber has all requisite power and authority to execute and deliver
      the Subscription Agreement, to purchase the Securities hereunder and to
      carry out and perform its obligations under the terms of the Subscription
      Agreement.  All action on the part of the Subscriber necessary
      for the authorization, execution, delivery and performance of the
      Subscription Agreement, and the performance of all of the Subscriber’s
      obligations under the Subscription Agreement, has been taken or will be
      taken prior to the Closing;

              


      

       

      
        	
                 
      

              	
                (i)

              	
                The
      Agreement, when executed and delivered by the Subscriber, will constitute
      valid and legally binding obligations of the Subscriber, enforceable in
      accordance with their terms except: (i) to the extent that any
      indemnification provisions contained herein may be limited by applicable
      law and principles of public policy, (ii) as limited by applicable
      bankruptcy, insolvency, reorganization, moratorium and other laws of
      general application affecting enforcement of creditors’ rights generally,
      and (iii) as limited by laws relating to the availability of specific
      performance, injunctive relief or other equitable remedies or by general
      principles of equity;

              


      

       

      
        	
                 
      

              	
                (j)

              	
                No
      consent, approval, authorization, order, filing, registration or
      qualification of or with any court, governmental authority or third person
      is required to be obtained by the Subscriber in connection with the
      execution and delivery of the Subscription Agreement by the Subscriber or
      the performance of the Subscriber’s obligations
  hereunder;

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                (k)

              	
                The
      Subscriber has reviewed with its own tax advisors the U.S. federal, state,
      local and foreign tax consequences of this investment and the transactions
      contemplated by the Subscription Agreement.  With respect to
      such matters, the Subscriber relies solely on such advisors and not on any
      statements or representations of the Company or any of its agents, written
      or oral.  The Subscriber understands that it (and not the
      Company) shall be responsible for its own tax liability that may arise as
      a result of this investment or the transactions contemplated by the
      Subscription Agreement;

              


      

       

      
        	
                 
      

              	
                (l)

              	
                the
      Subscriber is not aware of any advertisement of any of the Securities and
      is not acquiring the Securities as a result of any form of general
      solicitation or general advertising including advertisements, articles,
      notices or other communications published in any newspaper, magazine or
      similar media or broadcast over radio or television, or any seminar or
      meeting whose attendees have been invited by general solicitation or
      general advertising; and

              


      

       

      
        	
                 
      

              	
                (m)

              	
                The
      Subscriber has been informed of and understands the
    following:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                There
      are substantial restrictions on the transferability of the
      Securities;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                No
      federal or state agency has made any finding or determination as to the
      fairness for public investment, nor any recommendation nor endorsement, of
      the Securities;

              


      

       

      
        	
                 
      

              	
                (n)

              	
                None
      of the following information has ever been represented, guaranteed, or
      warranted to the Subscriber, expressly or by implication by any broker,
      the Company, or agent or employee of the foregoing, or by any other
      person:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                The
      approximate or exact length of time that the Subscriber will be required
      to remain a holder of the
Securities;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                The
      amount of consideration, profit, or loss to be realized, if any, as a
      result of an investment in the
Company;

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                That
      the past performance or experience of the Company, its officers,
      directors, associates, agents, affiliates, or employees or any other
      person will in any way indicate or predict economic results in connection
      with the plan of operations of the Company or the return on the
      investment;

              


      

       

      
        	
                 
      

              	
                (o)

              	
                The
      Subscriber has not distributed any information relating to this investment
      to anyone other than his purchaser representative, if any, and no other
      person except such personal representative and the
      Subscriber  has used this
information;

              


      

       

      5.2          Each
Subscriber who is a Non-U.S. person (as defined herein) hereby represents and
warrants to the Company as follows:

       

      
        	
                 
      

              	
                (a)

              	
                This
      Agreement is made by the Company with such Subscriber who is a Non-U.S.
      person in reliance upon such Non-U.S. person’s representations, warranties
      and covenants made in this Section
5.2;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Such
      Non-U.S. person has been advised and acknowledges
  that:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                the
      Securities have not been registered under the Securities Act, the
      securities laws of any state of the United States or the securities laws
      of any other country;

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                (ii)

              	
                in
      issuing and selling the Securities to such Non-U.S. person pursuant
      hereto, the Company is relying upon the “safe harbor” provided by
      Regulation S and/or on Section 4(2) under the Securities
    Act;

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                it
      is a condition to the availability of the Regulation S “safe harbor” that
      the Securities not be offered or sold in the United States or to a U.S.
      person until the expiration of a period of one year following the Closing
      Date; notwithstanding the foregoing, prior to the expiration of one year
      after the Closing (the “Restricted Period”), the Securities may be offered
      and sold by the holder thereof only if such offer and sale is made in
      compliance with the terms of this Agreement and either:  (A) if
      the offer or sale is within the United States or to or for the account of
      a U.S. person (as such terms are defined in Regulation S), the securities
      are offered and sold pursuant to an effective registration statement or
      pursuant to Rule 144 under the Securities Act or pursuant to an exemption
      from the registration requirements of the Securities Act; or (B) the offer
      and sale is outside the United States and to other than a U.S.
      person;

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                As
      used herein, the term “United States” means and includes the United States
      of America, its territories and possessions, any State of the United
      States, and the District of Columbia, and the term “U.S. person” (as
      defined in Regulation S) means:

              


      

       

      
        	
                 
      

              	
                A.

              	
                a
      natural person resident in the United
States;

              


      

       

      
        	
                 
      

              	
                B.

              	
                any
      partnership or corporation organized or incorporated under the laws of the
      United States;

              


      

       

      
        	
                 
      

              	
                C.

              	
                any
      estate of which any executor or administrator is a U.S.
      person;

              


      

       

      
        	
                 
      

              	
                D.

              	
                any
      trust of which any trustee is a U.S.
person;

              


      

       

      
        	
                 
      

              	
                E.

              	
                any
      agency or branch of a foreign entity located in the United
      States;

              


      

       

      
        	
                 
      

              	
                F.

              	
                any
      nondiscretionary account or similar account (other than an estate or
      trust) held by a dealer or other fiduciary for the benefit or account of a
      U.S. person;

              


      

       

      
        	
                 
      

              	
                G.

              	
                any
      discretionary account or similar account (other than an estate or trust)
      held by a dealer or other fiduciary organized, incorporated and (if an
      individual) resident in the United States;
and

              


      

       

      
        	
                 
      

              	
                H.

              	
                a
      corporation or partnership organized under the laws of any foreign
      jurisdiction and formed by a U.S. person principally for the purpose of
      investing in securities not registered under the Securities Act, unless it
      is organized or incorporated, and owned, by accredited investors (as
      defined in Rule 501(a) under the Securities Act) who are not natural
      persons, estates or trusts.

              


      

       

      As used
herein, the term “Non-U.S. person” means any person who is not a U.S. person or
is deemed not to be a U.S. person under Rule 902(k)(2) of the Securities
Act.

       

      
        	
                 
      

              	
                (c)

              	
                Such
      Non-U.S. person agrees that with respect to the Securities until the
      expiration of the Restricted
Period:

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                (i)

              	
                such
      Non-U.S. person, its agents or its representatives have not and will not
      solicit offers to buy, offer for sale or sell any of the Securities or any
      beneficial interest therein in the United States or to or for the account
      of a U.S. person during the Restricted Period; notwithstanding the
      foregoing, prior to the expiration of the Restricted Period, the
      Securities may be offered and sold by the holder thereof only if such
      offer and sale is made in compliance with the terms of this Agreement and
      either:  (A) if the offer or sale is within the United States or
      to or for the account of a U.S. person (as such terms are defined in
      Regulation S), the securities are offered and sold pursuant to an
      effective registration statement or pursuant to Rule 144 under the
      Securities Act or pursuant to an exemption from the registration
      requirements of the Securities Act; or (B) the offer and sale is outside
      the United States and to other than a U.S. person;
  and

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                such
      Non-U.S. person shall not engage in hedging transactions with regard to
      the Securities unless in compliance with the Securities
    Act.

              


      

       

      The
foregoing restrictions are binding upon subsequent transferees of the
Securities, except for transferees pursuant to an effective registration
statement.  Such Non-U.S. person agrees that after the Restricted
Period, the Securities may be offered or sold within the United States or to or
for the account of a U.S. person only pursuant to applicable securities
laws.

       

      
        	
                 
      

              	
                (d)

              	
                Such
      Non-U.S. person has not engaged, nor is it aware that any party has
      engaged, and such Non-U.S. person will not engage or cause any third party
      to engage, in any directed selling efforts (as such term is defined in
      Regulation S) in the United States with respect to the
      Securities.

              


      

       

      
        	
                 
      

              	
                (e)

              	
                Such
      Non-U.S. person:  (i) is domiciled and has its principal place
      of business outside the United States; (ii) certifies it is not a U.S.
      person and is not acquiring the Securities for the account or benefit of
      any U.S. person; and (iii) at the time of the Closing Date, the Non-U.S.
      person or persons acting on Non-U.S. person’s behalf in connection
      therewith will be located outside the United
  States.

              


      

       

      
        	
                 
      

              	
                (f)

              	
                At
      the time of offering to such Non-U.S. person and communication of such
      Non-U.S. person’s order to purchase the Securities and at the time of such
      Non-U.S. Person’s execution of this Agreement, the Non-U.S. person or
      persons acting on Non-U.S. person’s behalf in connection therewith were
      located outside the United States.

              


      

       

      
        	
                 
      

              	
                (g)

              	
                Such
      Non-U.S. person is not a “distributor” (as defined in Regulation S) or a
      “dealer” (as defined in the Securities
Act).

              


      

       

      
        	
                 
      

              	
                (h)

              	
                Such
      Non-U.S. person acknowledges that the Company shall make a notation in its
      stock books regarding the restrictions on transfer set forth in this
      Section 5.2 and shall transfer such shares on the books of the Company
      only to the extent consistent
therewith.

              


      

       

      
        	
                 
      

              	
                (i)

              	
                If
      the Subscriber is not a United States person, such Subscriber hereby
      represents that such Subscriber is satisfied as to the full observance of
      the laws of such Subscriber’s jurisdiction in connection with any
      invitation to subscribe for the Securities, including (i) the legal
      requirements within such Subscriber’s jurisdiction for the purchase of
      securities, (ii) any foreign exchange restrictions applicable to such
      purchase, (iii) any governmental or other consents that may need to be
      obtained and (iv) the income tax and other tax consequences, if any, that
      may be relevant to the purchase, holding, redemption, sale or transfer of
      such securities.  Such Subscriber’s subscription and payment
      for, and such Subscriber’s continued beneficial ownership of, the
      Securities, will not violate any applicable securities or other laws of
      such Subscriber’s jurisdiction.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          	
                  6.

                	
                  REPRESENTATIONS AND
      WARRANTIES WILL BE RELIED UPON BY THE
  COMPANY

                


        

      

       

      6.1          The
Subscriber acknowledges that the representations and warranties contained herein
are made by it with the intention that such representations and warranties may
be relied upon by the Company and its legal counsel in determining the
Subscriber’s eligibility to purchase the Securities under applicable securities
legislation, or (if applicable) the eligibility of others on whose behalf it is
contracting hereunder to purchase the Securities under applicable securities
legislation. The Subscriber further agrees that by accepting delivery of the
certificates representing the Securities on the Closing Date, it will be
representing and warranting that the representations and warranties contained
herein are true and correct as at the Closing Date with the same force and
effect as if they had been made by the Subscriber on the Closing Date and that
they will survive the purchase by the Subscriber of the Securities and will
continue in full force and effect notwithstanding any subsequent disposition by
the Subscriber of such Securities.

       

      
        
          	
                  7.

                	
                  LEGENDING OF SUBJECT
      SHARES

                


        

      

       

      7.1          The
Subscriber hereby acknowledges that a legend may be placed on the certificates
representing any of the Shares to the effect that the Shares represented by such
certificates are subject to a hold period and may not be traded until the expiry
of such hold period except as permitted by applicable securities
legislation.

       

      7.2          The
Subscriber hereby acknowledges and agrees to the Company making a notation on
its records or giving instructions to the registrar and transfer agent of the
Company in order to implement the restrictions on transfer set forth and
described in this Subscription Agreement.

       

      
        
          	
                  8.

                	
                  COLLECTION OF PERSONAL
      INFORMATION

                


        

      

       

      8.1          The
Subscriber acknowledges and consents to the fact that the Company is collecting
the Subscriber’s personal information for the purpose of fulfilling this
Subscription Agreement and completing the Offering.  The Subscriber’s
personal information (and, if applicable, the personal information of those on
whose behalf the Subscriber is contracting hereunder) may be disclosed by the
Company to (a) stock exchanges or securities regulatory authorities, (b) the
Company’s registrar and transfer agent, (c) regulatory authorities and (d) any
of the other parties involved in the Offering, including legal counsel, and may
be included in record books in connection with the Offering.  By
executing this Subscription Agreement, the Subscriber is deemed to be consenting
to the foregoing collection, use and disclosure of the Subscriber’s personal
information (and, if applicable, the personal information of those on whose
behalf the Subscriber is contracting hereunder) and to the retention of such
personal information for as long as permitted or required by law or business
practice. Notwithstanding that the Subscriber may be purchasing Securities as
agent on behalf of an undisclosed principal, the Subscriber agrees to provide,
on request, particulars as to the identity of such undisclosed principal as may
be required by the Company in order to comply with the foregoing.

       

      
        	
                9. 

              	
                "PIGGYBACK"
      REGISTRATION

              


      

       

      9.1          If
at any time the Company shall determine to register any of its common stock
other than pursuant to (A) a registration relating solely to the sale of
securities to participants in a Company employee benefits plan, (B) a
registration on any form which does not include substantially the same
information as would be required to be included in a registration statement
covering the sale of the Securities issued pursuant to this Subscription
Agreement (such shares of the Company’s common stock, for purposes of this
Section 9 only, "Registrable Shares"), (C) a registration relating to securities
issued in connection with an acquisition by the Company, or (D) a registration
in which the only the Company’s common stock being registered is common stock
issuable upon conversion of debt securities which are also being registered), it
shall send to the Subscriber written notice of such determination and, if within
twenty (20) days after receipt of such notice, the Subscriber shall so request
in writing, the Company shall use its commercially reasonable best efforts to
include in such registration all or any part of the Registrable Shares that the
Subscriber requests to be registered.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      9.2          If
such registration involves an underwritten public offering and the managing
underwriter determines in its sole discretion that marketing factors require a
limitation on the number of shares that may be included in the registration, the
number of shares to be included in such registration shall be apportioned as
follows: First, the common stock held by officers and directors of the Company
shall be excluded to the extent required by such limitation. Second, the
Registrable Shares requested to be registered by the Subscriber and other
subscribers in this private placement shall be excluded to the extent required
by such limitation. Third, the Company’s common stock requested to be registered
by selling stockholders with registration rights other than under this
Subscription Agreement shall be excluded to the extent required by such
limitation. If the Subscriber disapproves of the terms of such underwriting, he
may elect to withdraw therefrom by written notice to the Company and the
underwriter.

       

      9.3          The
Subscriber hereby agrees that he will not sell or otherwise transfer or dispose
of (other than to donees who agree to be similarly bound) any Registrable Shares
during a period not to exceed 90 days following the effective date of a
registration statement in connection with an underwritten public offering of the
Company if so requested by the Company or any representative of its
underwriters, and the Subscriber shall enter into such underwriter's standard
form of "lockup" or "market standoff' agreement in a form satisfactory to the
Company and such underwriter. In order to enforce the foregoing covenant, the
Company may impose stock transfer restrictions with respect to the Registrable
Shares of the Subscriber until the end of the lockup period.

       

      9.4          The
obligations of the Company to register any of the Subscriber’s Registrable
Shares pursuant to this Section 9 shall terminate on the earlier of (i) the sale
of such Registrable Shares pursuant to an effective registration statement under
the Securities Act, and (ii) if the Subscriber is eligible to sell all of the
Subscriber’s Registrable Securities under Rule 144 of the Securities Act within
any three month period without volume limitations.

       

      
        
          	
                  9.

                	
                  COSTS

                


        

      

       

      9.1          The
Subscriber acknowledges and agrees that all costs and expenses incurred by the
Subscriber (including any fees and disbursements of any special counsel retained
by the Subscriber) relating to the purchase of the Securities shall be borne by
the Subscriber.

       

      
        
          	
                  10.

                	
                  GOVERNING
      LAW

                


        

      

       

      10.1        This
Subscription Agreement is governed by the laws of the State of Nevada and the
federal laws applicable therein.

       

      
        
          	
                  11.

                	
                  ATTORNEY’S
      FEES

                


        

      

       

      11.1        In
the event that any suit or action is instituted to enforce any provisions in
this Agreement, the prevailing party in such dispute shall be entitled to
recover from the losing party all fees, costs and expenses of enforcing any
right of such prevailing party under or with respect to this Agreement,
including without limitation, all fees, costs and expenses of
appeals.

       

      
        
          	
                  12.

                	
                  SURVIVAL

                


        

      

       

      12.1        This
Subscription Agreement, including without limitation the representations,
warranties and covenants contained herein, shall survive and continue in full
force and effect and be binding upon the parties hereto notwithstanding the
completion of the purchase of the Securities by the Subscriber pursuant
hereto.

       

      
        
          	
                  13.

                	
                  ASSIGNMENT

                


        

      

       

      13.1        This
Subscription Agreement is not transferable or assignable.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          	
                  14.

                	
                  EXECUTION

                


        

      

       

      14.1        The
Company shall be entitled to rely on delivery by facsimile machine of an
executed copy of this Subscription Agreement and acceptance by the Company of
such facsimile copy shall be equally effective to create a valid and binding
agreement between the Subscriber and the Company in accordance with the terms
hereof.

       

      
        
          	
                  15.

                	
                  SEVERABILITY

                


        

      

       

      15.1        The
invalidity or unenforceability of any particular provision of this Subscription
Agreement shall not affect or limit the validity or enforceability of the
remaining provisions of this Subscription Agreement.

       

      
        
          	
                  16.

                	
                  ENTIRE
      AGREEMENT

                


        

      

       

      16.1        Except
as expressly provided in this Subscription Agreement and in the agreements,
instruments and other documents contemplated or provided for herein, this
Subscription Agreement contains the entire agreement between the parties with
respect to the sale of the Securities and there are no other terms, conditions,
representations or warranties, whether expressed, implied, oral or written, by
statute or common law, by the Company or by anyone else.

       

      
        
          	
                  17.

                	
                  NOTICES

                


        

      

       

      17.1        All
notices and other communications hereunder shall be in writing and shall be
deemed to have been duly given if mailed or transmitted by any standard form of
telecommunication. Notices to the Subscriber and the Company shall be directed
to it at the respective addresses set forth in this Subscription Agreement and
the signature pages hereto.

       

      
        
          	
                  18.

                	
                  COUNTERPARTS

                


        

      

       

      18.1        This
Subscription Agreement may be executed in any number of counterparts, each of
which, when so executed and delivered, shall constitute an original and all of
which together shall constitute one instrument.

       

      [Signature
Pages Follow]

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      IN WITNESS WHEREOF the
Subscriber has duly executed this Subscription Agreement as of the date of
acceptance by the Company.

       

      
        
          
            
              
                
                  	 
      	 
      
	 
      	
                          (Name
      of Subscriber - Please type or print)

                        
	 
      	 
      
	 
      	 
      
	 
      	
                          (Signature
      and, if applicable, Office)

                        
	 
      	 
      
	 
      	 
      
	 
      	
                          (Address
      of Subscriber)

                        
	 
      	 
      
	 
      	  
      
	 
      	
                          (City,
      State or Province, Postal Code of Subscriber)

                        
	 
      	 
      
	 
      	 
      
	 
      	
                          (Country
      of
Subscriber)

                        


                

              

            

          

        

      

       

      [SIGNATURE
PAGE TO SUBSCRIPTION AGREEMENT]

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      ACCEPTANCE

       

      The
above-mentioned Subscription Agreement for the purchase and sale of the
Securities to _________________
is hereby accepted by GENESIS BIOPHARMA, INC.

       

      DATED the
____ day of ___________________, 2010.

       

      
        
          
            
              
                
                  
                    
                      	
                              GENESIS
      BIOPHARMA, INC.

                            
	 
      	 
      
	
                              By:

                            	  
      
	 
      	 
      
	
                              Name:

                            	   
      
	 
      	 
      
	
                              Title: