EXHIBIT 10.35
THESE SECURITIES MAY NOT BE OFFERED OR SOLD UNLESS AT THE TIME OF SUCH OFFER OR
SALE, THE PERSON MAKING SUCH OFFER OR SALE DELIVERS A PROSPECTUS MEETING THE
REQUIREMENTS OF SECTION 10 OF THE SECURITIES ACT OF 1933, AS AMENDED ("ACT"),
FORMING A PART OF A REGISTRATION STATEMENT, OR POST-EFFECTIVE AMENDMENT THERETO,
WHICH IS EFFECTIVE UNDER SAID ACT, UNLESS IN THE OPINION OF COUNSEL TO THE
CORPORATION, SUCH OFFER AND SALE IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF
SAID ACT.
WARRANT NO: _____
CLASS A-1
COMMON STOCK PURCHASE WARRANT
("CLASS A-1 WARRANT")
OF
AETHLON MEDICAL, INC.
Aethlon Medical, Inc. (the "Company"), a Nevada corporation, hereby
certifies that, for value received of $.001 per Warrant,
_________________________ (the "Holder"), whose address is
_______________________________, is entitled, subject to the terms set forth
below at any time or from time to time after the date hereof and before the
Expiration Date (as defined below), to purchase from the Company ____________
shares (the "Shares") of Common Stock, $ .001 par value, at a price of $0.40 per
Share (the purchase price per Share, as adjusted from time to time pursuant to
the provisions hereunder set forth, is referred to in this Warrant as the
"Purchase Price"). This Warrant is issued as part of a Unit consisting of this
Warrant and one share of Common Stock. The Unit is being issued in consideration
for liquidated damages and associated accrued interest due under that certain
Amended and Restated 10% Series A Convertible Note entered into between the
Company and the Holder (the "Note").
1. TERMS OF THE WARRANT.
1.1 TIME OF EXERCISE. Subject to the provisions of Sections 1.5,
"Transfer and Assignment," and 3.1, "Registration and Legends," this Warrant may
be exercised at any time and from time to time after 9:00 a.m., P.S.T., on
January 3, 2008 (the "Exercise Commencement Date"), but no later than 5:00 p.m.,
P.S.T., January 3, 2013 (the "Expiration Date"), at which point it shall become
void and all rights under this Warrant shall cease. If this Warrant is exercised
in whole or in part on or before February 15, 2010, the Company will issue to
the Holder one Class B-1 Common Stock Purchase Warrant ("Class B-1 Warrant") for
every two Shares purchased under this Warrant.
1.2 MANNER OF EXERCISE.
1.2.1 Upon compliance with and subject to the conditions set forth
in this Warrant, the Holder may exercise this Warrant, in whole or in part, upon
surrender of this Warrant with the form of subscription attached hereto duly
executed to the Company at its corporate office at the address indicated in this
Warrant, together with the full Purchase Price for each Share to be purchased
(i) in lawful money of the United States, or by certified check, bank draft or
postal or express money order payable in United States dollars to the order of
the Company or (ii) a manner acceptable to the Company.
1.2.2 Upon receipt of this Warrant with the form of subscription
duly executed and accompanied by payment of the aggregate Purchase Price for the
Shares for which this Warrant is then being exercised, the Company shall cause
to be issued certificates or other evidence of ownership, for the total number
of whole Shares for which this Warrant is being exercised in such denominations
as are required for delivery to the Holder, and the Company shall thereupon
deliver such documents to the Holder or its nominee.
1.2.3 If the Holder exercises this Warrant with respect to fewer
than all of the Shares that may be purchased under this Warrant, the Company
shall execute a new Warrant for the balance of the Shares that may be purchased
upon exercise of this Warrant and deliver such new Warrant to the Holder.
1.2.4 The Company covenants and agrees that it will pay when due
and payable any and all taxes which may be payable in respect of the issue of
this Warrant, or the issue of any Shares upon the exercise of this Warrant. The
Company shall not, however, be required to pay any tax which may be payable in
respect of any transfer involved in the issuance or delivery of this Warrant or
of the Shares in a name other than that of the Holder at the time of surrender,
and until the payment of such tax, the Company shall not be required to issue
such Shares.
1.2.5 The Company shall, at the time of any exercise of all or
part of this Warrant, upon the request of the Holder hereof, acknowledge in
writing its continuing obligation to afford to such Holder any rights to which
such Holders shall continue to be entitled after such exercise in accordance
with the provisions of this Warrant, provided that if the Holder of this Warrant
shall fail to make any such request, such failure shall not affect the
continuing obligations of the Company to afford to such Holder any such rights.
1.3 EXCHANGE OF WARRANT. This Warrant may be split-up, combined or
exchanged for another Warrant or Warrants of like tenor to purchase a like
aggregate number of Shares. If the Holder desires to split-up, combine or
exchange this Warrant, it shall make such request in writing delivered to the
Company at its corporate office and shall surrender this Warrant and any other
Warrants to be so split-up, combined or exchanged, the Company shall execute and
deliver to the person entitled thereto a Warrant or Warrants, as the case may
be, as so requested. The Company shall not be required to effect any split-up,
combination or exchange which will result in the issuance of a Warrant entitling
the Holder to purchase upon exercise a fraction of a Share. The Company may
require the Holder to pay a sum sufficient to cover any tax or governmental
charge that may be imposed in connection with any split-up, combination or
exchange of Warrants. The term "Warrant" as used herein includes any Warrants
issued in substitution for or replacement of this Warrant, or into which this
Warrant may be divided or exchanged.
1.4 HOLDER AS OWNER. Prior to due presentment for registration of
transfer of this Warrant, the Company may deem and treat the Holder as the
absolute owner of this Warrant (notwithstanding any notation of ownership or
other writing hereon) for the purpose of any exercise hereof and for all other
purposes, and the Company shall not be affected by any notice to the contrary.
Irrespective of the date of issue and delivery of certificates for any Shares
issuable upon the exercise of the Warrant, each person in whose name any such
certificate is issued shall be deemed to have become the holder of record of the
Shares represented thereby on the date on which all or a portion of the Warrant
surrendered in connection with the subscription therefor was surrendered and
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payment of the purchase price was tendered. No surrender of all or a portion of
the Warrant on any date when the stock transfer books of the Company are closed,
however, shall be effective to constitute the person or persons entitled to
receive Shares upon such surrender as the record holder of such Shares on such
date, but such person or persons shall be constituted the record holder or
holders of such Shares at the close of business on the next succeeding date on
which the stock transfer books are opened. Each person holding any Shares
received upon exercise of Warrant shall be entitled to receive only dividends or
distributions payable to holders of record on or after the date on which such
person shall be deemed to have become the holder of record of such Shares.
1.5 TRANSFER AND ASSIGNMENT. This Warrant may not be sold, hypothecated,
exercised, assigned or transferred except in accordance with and subject to the
provisions of the Securities Act of 1933, as amended (the "Act"), including
limiting such transfers to Accredited Investors as that term is defined under
Regulation D of the Act.
1.6 METHOD FOR ASSIGNMENT. Any assignment permitted under this Warrant
shall be made by surrender of this Warrant to the Company at its principal
office with the form of assignment attached hereto duly executed and funds
sufficient to pay any transfer tax. In such event, the Company shall, without
charge, execute and deliver a new Warrant in the name of the assignee designated
in such instrument of assignment and this Warrant shall promptly be canceled.
This Warrant may be divided or combined with other Warrants which carry the same
rights upon presentation thereof at the corporate office of the Company together
with a written notice signed by the Holder, specifying the names and
denominations in which such new Warrants are to be issued.
1.7 RIGHTS OF HOLDER. Nothing contained in this Warrant shall be
construed as conferring upon the Holder the right to vote or consent or receive
notice as a stockholder in respect of any meetings of stockholders for the
election of directors or any other matter, or as having any rights whatsoever as
a stockholder of the Company. If, however, at any time prior to the expiration
of this Warrant and prior to its exercise, any of the following shall occur:
1.7.1 The Company shall take a record of the holders of its shares
of Common Stock for the purpose of entitling them to receive a dividend or
distribution payable otherwise than in cash, or a cash dividend or distribution
payable otherwise than out of current or retained earnings, as indicated by the
accounting treatment of such dividend or distribution on the books of the
Company; or
1.7.2 The Company shall offer to the holders of its Common Stock
any additional shares of capital stock of the Company or securities convertible
into or exchangeable for shares of capital stock of the Company, or any option,
right or warrant to subscribe therefor; or
1.7.3 There shall be proposed any capital reorganization or
reclassification of the Common Stock, or a sale of all or substantially all of
the assets of the Company, or a consolidation or merger of the Company with
another entity; or
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1.7.4 There shall be proposed a voluntary or involuntary
dissolution, liquidation or winding up of the Company; then, in any one or more
of said cases, the Company shall cause to be mailed to the Holder, at the
earliest practicable time (and, in any event, not less than thirty (30) days
before any record date or other date set for definitive action), written notice
of the date on which the books of the Company shall close or a record shall be
taken to determine the stockholders entitled to such dividend, distribution,
convertible or exchangeable securities or subscription rights, or entitled to
vote on such reorganization, reclassification, sale, consolidation, merger,
dissolution, liquidation or winding up, as the case may be. Such notice shall
also set forth such facts as shall indicate the effect of such action (to the
extent such effect may be known at the date of such notice) on the Purchase
Price and the kind and amount of the Common Stock and other securities and
property deliverable upon exercise of this Warrant. Such notice shall also
specify the date as of which the holders of the Common Stock of record shall
participate in said distribution or subscription rights or shall be entitled to
exchange their Common Stock for securities or other property deliverable upon
such reorganization, reclassification, sale, consolidation, merger, dissolution,
liquidation or winding up, as the case may be (on which date, in the event of
voluntary or involuntary dissolution, liquidation or winding up of the Company,
the right to exercise this Warrant shall terminate). Without limiting the
obligation of the Company to provide notice to the holder of actions hereunder,
it is agreed that failure of the Company to give notice shall not invalidate
such action of the Company.
1.8 LOST WARRANT CERTIFICATE(S). Upon receipt by the Company of evidence
satisfactory to it of the loss, theft, destruction or mutilation of this
Warrant, and, in the case of loss, theft or destruction of reasonably
satisfactory indemnification, including a surety bond if required by the
Company, and upon surrender and cancellation of this Warrant, if mutilated, the
Company will cause to be executed and delivered a new Warrant of like tenor and
date. Any such new Warrant executed and delivered shall constitute an additional
contractual obligation on the part of the Company, whether or not this Warrant
so lost, stolen, destroyed, or mutilated shall be at any time enforceable by
anyone.
1.9 COVENANTS OF THE COMPANY. The Company covenants and agrees as
follows:
1.9.1 At all times it shall reserve and keep available for the
exercise of this Warrant into Common Stock such number of authorized shares of
Common Stock as are sufficient to permit the exercise in full of this Warrant
into Common Stock; and
1.9.2 All Shares issued upon exercise of the Warrant shall be duly
authorized, validly issued and outstanding, fully-paid and non-assessable.
1.10 LIMITATION ON EXERCISE RIGHTS. Notwithstanding any other provision
of Section 1 to the contrary, the Holder shall not be entitled to exercise this
Warrant and any other Warrant (the "Related Warrants") issued by the Company to
the Holder or convert any of the Notes issued by the Company to the Holder into
Common Stock in excess of that number of shares of Common Stock which, upon
giving effect to such conversion, would cause the aggregate number of shares of
Common Stock beneficially owned by the Holder and its Affiliates to exceed 9.9%
of the outstanding shares of the Common Stock following such conversion. For
purposes of the foregoing provision, the aggregate number of shares of Common
Stock beneficially owned by the Holder and its Affiliates shall include the
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number of shares of Common Stock beneficially owned and those shares issuable
upon conversion of all Notes and Related Warrants with respect to which the
determination of such provision is being made, but shall exclude the number of
shares of Common Stock that would be issuable upon (i) conversion of the
remaining principal amount(s) of all Notes and the Related Warrants beneficially
owned by the Holder and its Affiliates and (ii) exercise or conversion of the
unexercised or unconverted portion of any other securities of the Company into
Common Stock beneficially owned by the Holder and its Affiliates that are
subject to a limitation on conversion or exercise analogous to the limitation
contained in this Note. For purposes of this Section, in determining the number
of outstanding shares of Common Stock the Holder may rely on the number of
outstanding shares of Common Stock as reflected in (a) the Company's most recent
Form 10-Q or Form 10-K, as the case may be, or (b) more recent public
announcement by the Company or (c) any other written communication by the
Company or its Transfer Agent setting forth the number of shares of Common Stock
outstanding. Upon the reasonable written or oral request of the Holder, the
Company shall promptly confirm orally and in writing to the Holder the number of
shares of Common Stock then outstanding. In any case, the number of outstanding
shares of Common Stock shall be determined after giving effect to any
conversions, exercises or purchases by the Holder since the date as of which
such number of outstanding shares of Common Stock was reported. Except as
otherwise set forth herein, beneficial ownership shall be determined in
accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"). For purposes of this Warrant, an "Affiliate" of any
specified Person means any other Person directly or indirectly controlling or
controlled by or under common control with such specified Person. A "Person"
means any individual, corporation, partnership, joint venture, trust, estate or
unincorporated organization.
2. ADJUSTMENT OF PURCHASE PRICE AND NUMBER OF SHARES PURCHASABLE UPON
EXERCISE.
2.1 RECAPITALIZATION. The number of Shares purchasable on exercise of
this Warrant and the Purchase Price therefor shall be subject to adjustment from
time to time in the event that the Company shall: (i) pay a dividend in, or make
a distribution of, shares of Common Stock; (ii) subdivide its outstanding shares
of Common Stock into a greater number of shares; (iii) combine its outstanding
shares of Common Stock into a smaller number of shares; or (iv) spin-off a
subsidiary by distributing, as a dividend or otherwise, shares of the subsidiary
to its stockholders. In any such case, the total number of shares purchasable on
exercise of this Warrant immediately prior thereto shall be adjusted so that the
Holder shall be entitled to receive, at the same aggregate purchase price, the
number of shares of Common Stock that the Holder would have owned or would have
been entitled to receive immediately following the occurrence of any of the
events described above had this Warrant been exercised in full immediately prior
to the occurrence (or applicable record date) of such event. An adjustment made
pursuant to this Paragraph 2 shall, in the case of a stock dividend or
distribution, be made as of the record date and, in the case of a subdivision or
combination, be made as of the effective date thereof. If, as a result of any
adjustment pursuant to this Paragraph 2, the Holder shall become entitled to
receive shares of two or more classes of series of securities of the Company,
the Board of Directors of the Company shall equitably determine the allocation
of the adjusted purchase price between or among shares or other units of such
classes or series and shall notify the Holder of such allocation.
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2.2 MERGER OR CONSOLIDATION. In the event of any reorganization or
recapitalization of the Company or in the event the Company consolidates with or
merges into another entity or transfers all or substantially all of its assets
to another entity, then and in each such event, the Holder, on exercise of this
Warrant as provided herein, at any time after the consummation of such
reorganization, recapitalization, consolidation, merger or transfer, shall be
entitled, and the documents executed to effectuate such event shall so provide,
to receive the stock or other securities or property to which the Holder would
have been entitled upon such consummation if the Holder had exercised this
Warrant immediately prior thereto. In such case, the terms of this Warrant shall
survive the consummation of any such reorganization, recapitalization,
consolidation, merger or transfer and shall be applicable to the shares of stock
or other securities or property receivable on the exercise of this Warrant after
such consummation. and as an exchange for a larger or smaller number of shares,
as the case may be.
2.3 NOTICE OF DISSOLUTION OR LIQUIDATION. Except as otherwise provided
in Section 2.2, "Merger or Consolidation," in the case of any sale or conveyance
of all or substantially all of the assets of the Company in connection with a
plan of complete liquidation of the Company, or in the case of the dissolution,
liquidation or winding-up of the Company, all rights under this Warrant shall
terminate on a date fixed by the Company, such date so fixed to be not earlier
than the date of the commencement of the proceedings for such dissolution,
liquidation or winding-up and not later than thirty (30) days after such
commencement date. Notice of such termination of purchase rights shall be given
to the Holder at least thirty (30) days prior to such termination date.
2.4 STATEMENT OF ADJUSTMENT. Any adjustment pursuant to the provisions
of this Section 2 shall be made on the basis of the number of Shares which the
Holder would have been entitled to acquire by exercise of this Warrant
immediately prior to the event giving rise to such adjustment and, as to the
Purchase Price in effect immediately prior to the rise to such adjustment.
Whenever any such adjustment is required to be made, the Company shall forthwith
determine the new number of Shares which the Holder hereof shall be entitled to
purchase hereunder and/or such new Purchase Price and shall prepare, retain on
file and transmit to the Holder within ten (10) days after such preparation a
statement describing in reasonable detail the method used in calculating such
adjustment.
2.5 NO FRACTIONAL SHARES. The Company shall not issue any fraction of a
Share in connection with the exercise of this Warrant, and in any case where the
Holder would, except for the provisions of this Section 2.5, be entitled under
the terms of this Warrant to receive a fraction of a Share upon such exercise,
the Company shall upon the exercise and receipt of the Purchase Price, issue the
largest number of whole Shares purchasable upon exercise of this Warrant. The
Company shall not be required to make any cash or other adjustment in respect of
such fraction of a Share to which the Holder would otherwise be entitled. The
Holder, by the acceptance of this Warrant, expressly waives his right to receive
a certificate for any fraction of a Share upon exercise hereof.
2.6 NO CHANGE IN FORM REQUIRED. The form of Warrant need not be changed
because of any change pursuant to this Section 2 in the Purchase Price or in the
number of Shares purchasable upon the exercise of a Warrant, may state the same
Purchase Price and the same number of shares of Common Stock as are stated in
the Warrants initially issued pursuant to the Agreement.
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3. REGISTRATION UNDER THE SECURITIES ACT OF 1933.
3.1 REGISTRATION AND LEGENDS. The Holder understands that (i) the
Company has not registered the Warrant or the Shares under the Act, or the
applicable securities laws of any state in reliance on exemptions from
registration and (ii) such exemptions depend upon the Holder's investment intent
at the time the Holder acquires the Warrant or the Shares. The Holder therefore
represents and warrants that it is acquiring the Warrant, and will acquire the
Shares, for the Holder's own account for investment and not with a view to
distribution, assignment, resale or other transfer of the Warrant or the Shares.
Because the Warrant and the Shares are not registered, the Holder is aware that
the Holder must hold them indefinitely unless they are registered under the Act
and any applicable securities laws or the Holder must obtain exemptions from
such registration. Upon exercise, in part or in whole, of this Warrant, the
Shares shall bear the following legend:
The shares of Common Stock represented by this certificate
have not been registered under the Securities Act of 1933, as
amended ("Act") or any applicable state securities laws, and
they may not be offered for sale, sold, transferred, pledged
or hypothecated without an effective registration statement
under the Securities Act and under any applicable state
securities laws, or an opinion of counsel, satisfactory to the
company, that an exemption from such registration is
available.
3.2 NO-ACTION LETTER. The Company agrees that it will be satisfied that
no post-effective amendment or new registration is required for the public sale
of the Shares if it shall be presented with a letter from the Staff of the
Securities and Exchange Commission (the "Commission"), stating in effect that,
based upon stated facts which the Company shall have no reason to believe are
not true in any material respect, the Staff will not recommend any action to the
Commission if such Shares are offered and sold without delivery of a prospectus,
and that, therefore, no Registration Statement under which such shares are to be
registered is required to be filed.
3.3 REGISTRATION RIGHTS. The Holder shall have the right, under the
terms of a Registration Rights Agreement dated November 29, 2007 between the
Holder and the Company, to cause the Company to register the Common Stock
underlying this Warrant (the "Underlying Common Stock") in a Registration
Statement under the Securities Act of 1933, as amended (the "Act"), filed by the
Company with the Securities and Exchange Commission (the "SEC").
3.4 RULE 144. If the Company (a) has or registers a class of securities
under Section 12 of the Exchange Act or (b) has or commences to file reports
under Section 13 or 15(d) of the Exchange Act, then, at the request of any
Holder who proposes to sell securities in compliance with Rule 144 of the SEC,
the Company will (i) forthwith furnish to such holder a written statement of
compliance with the filing requirements of the SEC as set forth in Rule 144, as
such rules may be amended from time to time and (ii) make available to the
public and such Holder such information and take such other action as it
requested by the Holder as will enable the Holder to make sales pursuant to Rule
144.
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3.5 AGREEMENTS. The agreements in this Section shall continue in effect
regardless of the exercise and surrender of this Warrant.
4. RESERVATION OF SHARES. The Company shall at all times reserve, for the
purpose of issuance on exercise of this Warrant such number of shares of Common
Stock or such class or classes of capital stock or other securities as shall
from time to time be sufficient to comply with this Warrant and the Company
shall take such corporate action as may, in the opinion of its counsel, be
necessary to increase its authorized and unissued Common Stock or such other
class or classes of capital stock or other securities to such number as shall be
sufficient for that purpose.
5. SURVIVAL. All agreements, covenants, representations and warranties herein
shall survive the execution and delivery of this Warrant and any investigation
at any time made by or on behalf of any parties hereto and the exercise, sale
and purchase of this Warrant (and any other securities or property) issuable on
exercise hereof.
6. REMEDIES. The Company agrees that the remedies at law of the Holder, in
the event of any default or threatened default by the Company in the performance
or compliance with any of the terms of this Warrant, may not be adequate and
such terms may, in addition to and not in lieu of any other remedy, be
specifically enforced by a decree of specific performance of any agreement
contained herein or by an injunction against a violation of any of the terms
hereof or otherwise.
7. OTHER MATTERS.
7.1 BINDING EFFECT. All the covenants and provisions of this Warrant by
or for the benefit of the Company shall bind and inure to the benefit of its
successors and assigns hereunder.
7.2 NOTICES. Notices or demands pursuant to this Warrant to be given or
made by the Holder to or on the Company shall be sufficiently given or made if
sent by certified or registered mail, return receipt requested, postage prepaid,
and addressed, until another address is designated in writing by the Company, as
follows:
Aethlon Medical, Inc.
3030 Bunker Hill Street
Suite 4000
San Diego, CA 92109
Attn: President
Notices to the Holder provided for in this Warrant shall be deemed given or made
by the Company if sent by certified or registered mail, return receipt
requested, postage prepaid, and addressed to the Holder at the Holder's last
known address as it shall appear on the books of the Company.
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7.3 GOVERNING LAW. The validity, interpretation and performance of this
Warrant shall be governed by the laws of the State of California.
7.4 PARTIES BOUND AND BENEFITTED. Nothing in this Warrant expressed and
nothing that may be implied from any of the provisions hereof is intended, or
shall be construed, to confer upon, or give to, any person or corporation other
than the Company and the Holder any right, remedy or claim under promise or
agreement hereof, and all covenants, conditions, stipulations, promises and
agreements contained in this Warrant shall be for the sole and exclusive benefit
of the Company and its successors and of the Holder, its successors and, if
permitted, its assignees.
7.5 HEADINGS. The Article headings herein are for convenience only and
are not part of this Warrant and shall not affect the interpretation thereof.
IN WITNESS WHEREOF, this Warrant has been duly executed by the Company
under its corporate seal as of the 29th day of November, 2007.
AETHLON MEDICAL, INC.
By: /s/ James A. Joyce
--------------------------------
James A. Joyce
Chairman and Chief Executive Officer
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AETHLON MEDICAL, INC.
ASSIGNMENT
FOR VALUE RECEIVED, _____________________________________ hereby sells,
assigns and transfers unto ____________________________________________________
the within Warrant and the rights represented thereby, and does hereby
irrevocably constitute and appoint ______________________________________
Attorney, to transfer said Warrant on the books of the Company, with full power
of substitution.
Dated:________________________
Signed:___________________________________
Print Name:_______________________________
SUBSCRIPTION FORM
AETHLON MEDICAL, INC.
3030 BUNKER HILL STREET
SUITE 4000, SAN DIEGO, CA
The undersigned hereby irrevocably subscribes for the purchase of _____
shares of Common Stock (the "Shares"), pursuant to and in accordance with the
terms and conditions of this Warrant, and herewith makes payment, covering the
purchase of the Shares, which should be delivered to the undersigned at the
address stated below, and, if such number of Shares shall not be all of the
Shares purchasable hereunder, then a new Warrant of like tenor for the balance
of the remaining Shares purchasable under this Warrant be delivered to the
undersigned at the address stated below.
The undersigned agrees that: (1) the undersigned will not offer, sell,
transfer or otherwise dispose of any such Shares, unless either (a) a
registration statement, or post-effective amendment thereto, covering such
Shares have been filed with the Securities and Exchange Commission pursuant to
the Securities Act of 1933, as amended (the "Act"), and such sale, transfer or
other disposition is accompanied by a prospectus meeting the requirements of
Section 10 of the Act forming a part of such registration statement, or
post-effective amendment thereto, which is in effect under the Act covering the
Shares to be so sold, transferred or otherwise disposed of, or (b) counsel to
Aethlon Medical, Inc. (the "Company") satisfactory to the undersigned has
rendered an opinion in writing and addressed to the Company that such proposed
offer, sale, transfer or other disposition of the Shares is exempt from the
provisions of Section 5 of the Act in view of the circumstances of such proposed
offer, sale, transfer or other disposition; (2) the Company may notify the
transfer agent for its Common Stock that the certificates for the Common Stock
acquired by the undersigned are not to be transferred unless the transfer agent
receives advice from the Company that one or both of the conditions referred to
in (1)(a) and (1)(b) above have been satisfied; and (3) the Company may affix
the legend set forth in Section 3.1 of this Warrant to the certificates for
Shares hereby subscribed for, if such legend is applicable.
Dated:___________________ Signed:_________________________________
Address:________________________________
________________________________________