|
<PAGE>
Exhibit 10.46
FORM OF ALLONGE TO
10% SERIES A CONVERTIBLE NOTES
This Allonge (the "Allonge"), dated as of March 5, 2007,
attached to and forming
a part of certain 10% Series A Convertible Promissory Notes,
dated in November
and December, 2005 (collectively, the "NOTE"), made by AETHLON
MEDICAL, INC, a
Nevada corporation (the "Company"), payable to the order of
Claypoole Capital,
LLC (the "Holder"), in the total principal amount of $5,000.
5. Paragraph 1, "Interest," is hereby amended and restated in
its
entirety as follows:
1. INTEREST
5.1 This Note shall bear interest ("Interest") equal to
ten percent (10%) per annum on the unpaid principal
balance, computed on a three hundred sixty (360)-day
year, during the term of the Note. Interest will
accrue on each Advance commencing on the date of the
Advance, as set forth on Exhibit A to this Note. The
Company shall pay all accrued Interest after the date
of the Allonge on a quarterly basis on the first day
of April, July, October and on the Maturity Date In
no event shall the rate of Interest payable on this
Note exceed the maximum rate of Interest permitted to
be charged under applicable law.
5.2 Within five (5) business days of the execution date
of this Allonge, the Company will pay accrued
Interest through February 15, 2007. The Company will
pay the Interest in units (the "Units") at the rate
of $.20 per Unit (the "Interest Payment Rate"). Each
Unit is composed of one share of the Company's Common
Stock and one Class A Common Stock Purchase Warrant
(the "Class A Warrant"). The Company will pay the
accrued Interest through February 15, 2007 by issuing
2,938 Units and will pay all accrued Interest
thereafter in Units at the Interest Payment Rate.
Each Class A Warrant will be exercisable to purchase
one share of Common Stock at a price of $.20 per
share (the Exercise Price"). If the Holder exercises
Class A Warrants on or before July 3, 2008, the
Company will issue the Holder one Class B Common
Stock Purchase Warrant (the "Class B Warrant") for
every two Class A Warrants exercised. Each Class B
Warrant will be exercisable to purchase one share of
Common Stock at a price equal to the greater of $.20
per share or seventy-five percent (75%) of the
average of the closing bid prices of the Common Stock
for the five (5) trading days immediately preceding
the date of the notice of conversion. The forms of
the Class A Warrant and Class B Warrant are set forth
as Exhibits B and C, respectively. The Class A
Warrants and Class B Warrants are referred to as the
"Warrants."
1
<PAGE>
5.3 All Interest payable under the Note after the date of
the Allonge will, at the option of the Holder, be
payable in cash or Units, valued at the Interest
Payment Rate, as such term is defined in this Note.
The Company will pay any Interest that cannot be paid
in full Units in cash.
5.4 Paragraph 3 of the Note is hereby amended and
restated in its entirety as follows:
3. PRE-PAYMENTS AND MATURITY DATE. This Note shall be due and
payable in
full, including all accrued Interest thereon, on January 3, 2008
(the "Maturity
Date"). At any time prior to the Maturity Date, the Company
shall have the right
to prepay this Note, in whole or in part, without penalty, on
ten (10) days'
advance written notice to the Holder, subject to the right of
the Holder to
convert in advance of such prepayment date and provided that on
such prepayment
date the Company will pay in respect of the redeemed Note cash
equal to the face
amount plus accrued Interest on the Note (or portion) redeemed.
If the Company
plans to pay the Note in full on or after the Maturity Date, it
will give the
Holder the opportunity to convert at the Conversion Price for a
period of ten
(10) days after delivery of written notice of the payment to the
Holder. The
Company may prepay this Note at anytime after issuance without
penalty.
5.5 Paragraph 5.1 of the Note is hereby amended and
restated in its entirety as follows:
5.1 CONVERSION OF NOTE/CONVERSION PRICE. This Note is
convertible, at the
option of the Holder, into Units at any time after the Issue
Date prior to the
close of business on the Business Day preceding the Maturity
Date at the rate of
$.20 per Unit (the "Conversion Price"), subject to adjustment as
hereinafter
provided. Each Unit is composed of one share of Common Stock and
one Class A
Warrant. Each Class A Warrant is exercisable to purchase one
share of Common
Stock at the Exercise Price. If the Holder exercises Class A
Warrants on or
before July 3, 2008, the Company will issue the Holder one Class
B Warrant for
every two Class A Warrants exercised. The Common Stock
comprising the Units
shall be deemed to have a value of $0.199 per share and the
Class A Warrant and
Class B Warrant shall each be deemed to have a value of
| 
