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Exhibit 10.1
UNIT SUBSCRIPTION AGREEMENT
The undersigned (hereinafter the "SUBSCRIBER") hereby confirms
the
Subscriber's subscription for the purchase of Units consisting of
(i) one share
of Common Stock, par value $0.001 per share (the "COMMON STOCK"),
of AETHLON
MEDICAL, INC., a Nevada corporation (the "COMPANY"), and (ii) a
three-year
warrant to purchase one share of Common Stock of the Company at an
exercise
price of $0.25 per share, in the form attached hereto as EXHIBIT A
(each, a
"WARRANT" and collectively, the "WARRANTS") on the terms described
below.
The Units are sometimes referred to herein as the "SECURITIES."
In connection with this subscription, the Subscriber and the
Company
agree as follows:
A. SUBSCRIPTION OF THE SUBSCRIBER.
1. PURCHASE OF UNITS. The Subscriber hereby irrevocably agrees,
represents and warrants with, to and for the benefit of the
Company, that the
Subscriber is executing this Agreement in connection with the
subscription by
the Subscriber for Units of the Company, resulting in the aggregate
purchase
price set forth on the Subscriber's signature page hereto based
upon the Issue
Price (as defined herein). The Subscriber understands that the
Company is
relying upon the accuracy and completeness of the information
contained herein
in complying with its obligations under federal and state
securities and other
applicable laws. Subject to the terms and conditions of this
Agreement, upon
execution and delivery hereof by the Subscriber, the Subscriber
hereby agrees to
purchase the Units pursuant to the transaction hereof, and against
concurrent
delivery of the purchase price for such shares. The date upon which
the final
subscription is accepted by the Company and the full Issue Price
has been
tendered to the Company, shall be known as the "CLOSING DATE."
2. OFFERING. This offering of the Units (the "OFFERING") is being
made
to a limited group of investors, all of whom shall represent to the
Company
pursuant to this Agreement that they are "ACCREDITED INVESTORS," as
that term is
defined in Regulation D promulgated under the Securities Act of
1933, as amended
(the "SECURITIES ACT") or who have otherwise been qualified as
investors by the
Company. All of the Units offered hereby are being sold by the
Company. The
Company is offering the Units for the consideration set forth
herein. The
Company may sell less than all of the Units offered hereby, and
shall be
entitled to accept subscriptions and receive the Issue Price for
each
subscription prior to the entire Offering being subscribed for. The
Offering is
being made on a "best efforts" basis. The minimum subscription
amount per
investor is $20,000. The maximum offering by the Company is
$1,000,000 worth of
Units.
3. ISSUE PRICE. The "ISSUE PRICE" of the Units shall be equal to
$0.25.
B. REPRESENTATIONS AND WARRANTIES OF THE SUBSCRIBER. The Subscriber
hereby
represents and warrants to the Company as of the date hereof:
1. PLACE OF BUSINESS. The principal place of business address
(or
residence) set forth below is the Subscriber's true and correct
principal place
of business and is the only jurisdiction in which an offer to sell
the Units was
made to the Subscriber, and the Subscriber has no present intention
of moving
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the Subscriber's principal place of business to or of becoming a
resident of any
other state or jurisdiction.
2. SALE OR TRANSFER OF THE COMMON STOCK . The Subscriber
understands
that the Common Stock and the shares underlying the Warrants have
not been
registered under the Securities Act, or under the laws of any
other
jurisdiction. The Subscriber understands and agrees that transfer
or sale of the
Common Stock and the shares underlying the Warrants may be
restricted or
prohibited unless they are subsequently registered under the
Securities Act and,
where required, under the laws of other jurisdictions or an
exemption from
registration is available. The Subscriber will not offer, sell,
transfer or
assign the Subscriber's Common Stock or any interest therein and
the shares
underlying the Warrants in contravention of this Agreement, the
Securities Act
or any state or federal law. The Subscriber understands and
acknowledges that,
because of the substantial restrictions on the transferability of
the Common
Stock and the shares underlying the Warrants, it may not be
possible for the
Subscriber to liquidate the Subscriber's investment in the Company
readily, even
in the case of an emergency.
3. REPRESENTATION OF ACCREDITED INVESTOR STATUS, INVESTMENT
EXPERIENCE
AND ABILITY TO BEAR RISK. The Subscriber acknowledges that the
Offering has not
been registered with the Securities and Exchange Commission (or any
other
securities commission or authority of any other jurisdiction)
because the
Company is relying on an exemption from registration under Section
4(2) of the
Securities Act and Regulation D promulgated thereunder. THE
SUBSCRIBER BELIEVES
THAT AT THE TIME OF THE SALE OF THE UNITS TO THE SUBSCRIBER, THE
SUBSCRIBER
QUALIFIES AS AN "ACCREDITED INVESTOR" (AS DEFINED UNDER RULE 501 OF
REGULATION D
PROMULGATED UNDER THE SECURITIES ACT) USING THE FOLLOWING
QUALIFICATION FACTORS
(CHECK ALL APPROPRIATE ITEMS):
(__)
$1,000,000 NET WORTH TEST:
I, the Subscriber, am a natural person, and my individual net
worth, or
joint net worth with my spouse (if any), INCLUSIVE of home,
furnishings
and automobiles, at the time of this purchase is in excess of
$1,000,000.
(__)
$200,000 INDIVIDUAL/$300,000 JOINT ANNUAL INCOME TEST:
I, the Subscriber, am a natural person, and my individual annual
gross
income (exclusive of my spouse's income) has been in excess of
$200,000
in each of the two most recent tax years, and I reasonably
expect
individual annual gross income (exclusive of my spouse's income) to
be
in excess of $200,000 for the current tax year; or I am a
natural
person, and my joint annual gross income (including my spouse's
annual
gross income) has been in excess of $300,000 in each of the two
most
recent tax years, and I reasonably expect our joint annual
gross
incomes to be in excess of $300,000 for the current tax year.
("INCOME" under this test is defined as adjusted gross income
for
federal income tax purposes PLUS (i) deductions for long-term
capital
gains under the Internal Revenue Code of 1986, as amended (the
"Code");
(ii) deductions for depletion under section 611 et seq. of the
Code;
(iii) any exclusion for interest received on tax-exempt securities;
and
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(iv) any losses of a company allocated to the individual
limited
partners of the company as reported on Form 1040).
(__)
BANK OR INVESTMENT COMPANY TEST:
The Subscriber is a bank as defined in section 3(a)(2) of the
Securities Act, or any savings and loan association or other
institution as defined in section 3(a)(5)(A) of the Securities
Act,
whether acting in its individual or fiduciary capacity; or is a
broker
or dealer registered pursuant to section 15 of the Securities
Exchange
Act of 1934; or is an insurance company as defined in section 2(13)
of
the Securities Act; or is any investment company registered under
the
Investment Company Act of 1940, or a business development company
as
defined in section 2(a)(48) of that Act; or is a Small Business
Investment Company licensed by the U.S. Small Business
Administration
under section 301(c) or (d) of the Small Business Investment Act
of
1958; or is a plan established and maintained by a state, its
political
subdivision, or any agency or instrumentality of a state or its
political subdivisions, for the benefit of its employees, if such
plan
has total assets in excess of $5,000,000; or is an employee
benefit
plan within the meaning of the Employee Retirement Income Security
Act
of 1974, if the investment decision is made by a plan fiduciary,
as
defined in section 3(21) of such Act, which is either a bank,
savings
and loan association, insurance company, or registered
investment
adviser, or if the employee benefit plan has total assets in excess
of
$5,000,000, or, if a self-directed plan, with investment decisions
made
solely by persons that are accredited investors.
(__)
PRIVATE BUSINESS DEVELOPMENT CORPORATION TEST:
The Subscriber is a private business development company as defined
in
section 202(a)(22) of the Investment Advisors Act of 1940.
(__)
IRC SECTION 501(C)(3) ORGANIZATION TEST:
The Subscriber is an organization described in section 501(c)(3) of
the
Internal Revenue Code, corporation, Massachusetts or similar
business
trust, or partnership, not formed for the specific purpose of
acquiring
the securities being offered, with total assets in excess of
$5,000,000.
(__)
DIRECT RELATIONSHIP TO ISSUER TEST:
The Subscriber is a director, executive officer, partner or manager
of
the issuer of the securities being offered or sold, or any
director,
executive officer or manager of a partner or partner of that
issuer.
(__)
$5,000,000 NONINVESTMENT TRUST TEST:
The Subscriber is a trust with total assets in excess of $5,000,000
not
formed for the specific purpose of acquiring the securities
being
offered, whose purchase is directed by a "SOPHISTICATED person"
as
described in section 230.506(b)(2)(ii).
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(__)
EQUITY ENTITY COMPRISED OF ACCREDITED INVESTORS TEST:
The Subscriber is any entity in which all of the equity owners
are
accredited investors as defined above.
In addition, the Subscriber is knowledgeable and experienced with
respect to the
financial and business activities contemplated by the Company and
is capable of
evaluating the risks and merits of investing in the Units and, in
making a
decision to proceed with this investment, has not relied upon
any
representations, warranties or agreements, other than those set
forth in this
Agreement and can bear the economic risk of an investment in the
Company for an
indefinite period of time, and can afford to suffer the complete
loss thereof.
4. OWN ADVICE. In connection with the Subscriber's investment in
the
Company, the Subscriber has carefully considered and has discussed,
to the
extent the Subscriber believes such discussion necessary, with the
Subscriber's
professional legal, tax and financial advisers (the "INVESTMENT
ADVISORS") the
suitability of an investment in the Units for the Subscriber's
particular tax
and financial situation and the Subscriber has determined that the
Units are a
suitable investment for the Subscriber.
5. COMPANY HISTORY; RISKS. The Subscriber represents and warrants
that
the Subscriber is aware (i) that the Company has limited or no
revenues; (ii)
that the Units involve a substantial degree of risk of loss of the
Subscriber's
entire investment and that there is no assurance of any income from
the
Subscriber's investment; and (iii) that any federal and/or state
income tax
benefits that may be available to the Subscriber, if any, may be
lost through
the adoption of new laws or regulations, to changes to existing
laws and
regulations and to changes in the interpretation of existing laws
and
regulations. The Subscriber further represents that the Subscriber
is relying
solely on the Subscriber's own conclusions or the advice of the
Subscriber's
Investment Advisors with respect to tax aspects of any investment
in the Units.
The Subscriber further represents that it has read and reviewed the
Company's
filings made with the Securities and Exchange Commission.
6. INQUIRIES. The Subscriber and its Investment Advisors have
been
given access to, and prior to the execution of this Agreement, have
been
provided with an opportunity to ask q
