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EXHIBIT 10.42
THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS
WARRANT HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
THIS WARRANT
AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY
NOT BE SOLD,
OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN
EFFECTIVE
REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL
REASONABLY
SATISFACTORY TO AETHLON MEDICAL, INC. THAT SUCH REGISTRATION IS NOT
REQUIRED.
Right to Purchase
__________ of shares
of
Common Stock of Aethlon Medical, Inc. (subject
to adjustment as provided herein)
COMMON STOCK PURCHASE WARRANT
No. __________
Issue Date:_________________
AETHLON MEDICAL, INC., a corporation organized under the laws of
the State
of Nevada (the "Company"), hereby certifies that, for value
received, or its
assigns (the "Holder"), is entitled, subject to the terms set forth
below, to
purchase from the Company at any time after the Issue Date until
5:00 p.m.,
P.S.T. on the thridanniversary of the Issue Date (the "Expiration
Date"), up to
fully paid and nonassessable shares of the common stock of the
Company (the
"Common Stock"), at a per share purchase price of $0.50. The
aforedescribed
purchase price per share, as adjusted from time to time as herein
provided, is
referred to herein as the "Purchase Price." The number and
character of such
shares of Common Stock and the Purchase Price are subject to
adjustment as
provided herein. The Company may reduce the Purchase Price without
the consent
of the Holder.
As
used herein the following terms, unless the context otherwise
requires,
have the following respective meanings:
(a)
The term "Company" shall include Aethlon Medical, Inc. and any
corporation which shall succeed or assume the obligations of
Aethlon Medical,
Inc. hereunder.
(b)
The term "Common Stock" includes (a) the Company's Common Stock and
(b)
any other securities into which or for which any of the securities
described in
(a) may be converted or exchanged pursuant to a plan of
recapitalization,
reorganization, merger, sale of assets or otherwise.
(c) The term "Other
Securities" refers to any stock (other than Common
Stock) and other securities of the Company or any other person
(corporate or
otherwise) which the holder of the Warrant at any time shall be
entitled to
receive, or shall have received, on the exercise of the Warrant, in
lieu of or
in addition to Common Stock, or which at any time shall be issuable
or shall
have been issued in exchange for or in replacement of Common Stock
or Other
Securities pursuant to Section 4 or otherwise.
1.
Exercise of
Warrant.
1.1. Number of Shares Issuable upon Exercise. From and after the
Issue
Date through and including the Expiration Date, the Holder hereof
shall be
entitled to receive, upon exercise of this Warrant in whole in
accordance with
the terms of subsection 1.2 or upon exercise of this Warrant in
part in
accordance with subsection 1.3, shares of Common Stock of the
Company, subject
to adjustment pursuant to Section 4.
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1.2. Full Exercise. This Warrant may be exercised in full by
the
Holder hereof by delivery of an original or facsimile copy of the
form of
subscription attached as Exhibit A hereto (the "Subscription Form")
duly
executed by such Holder and surrender of the original Warrant
within seven (7)
days of exercise, to the Company at its principal office or at the
office of its
Warrant Agent (as provided hereinafter), accompanied by payment, in
cash, wire
transfer or by certified or official bank check payable to the
order of the
Company, in the amount obtained by multiplying the number of shares
of Common
Stock for which this Warrant is then exercisable by the Purchase
Price then in
effect or by cashless exercise in the manner set forth in Section
2.
1.3. Partial Exercise. This Warrant may be exercised in part (but
not
for a fractional share) by surrender of this Warrant in the manner
and at the
place provided in subsection 1.2 except that the amount payable by
the Holder on
such partial exercise shall be the amount obtained by multiplying
(a) the number
of whole shares of Common Stock designated by the Holder in the
Subscription
Form by (b) the Purchase Price then in effect. On any such partial
exercise, the
Company, at its expense, will forthwith issue and deliver to or
upon the order
of the Holder hereof a new Warrant of like tenor, in the name of
the Holder
hereof or as such Holder (upon payment by such Holder of any
applicable transfer
taxes) may request, the whole number of shares of Common Stock for
which such
Warrant may still be exercised.
1.4. Company Acknowledgment. The Company will, at the time of
the
exercise of the Warrant, upon the request of the Holder hereof
acknowledge in
writing its continuing obligation to afford to such Holder any
rights to which
such Holder shall continue to be entitled after such exercise in
accordance with
the provisions of this Warrant. If the Holder shall fail to make
any such
request, such failure shall not affect the continuing obligation of
the Company
to afford to such Holder any such rights.
1.5. Trustee for Warrant Holders. In the event that a bank or
trust
company shall have been appointed as trustee for the Holder of the
Warrants
pursuant to Subsection 3.2, such bank or trust company shall have
all the powers
and duties of a warrant agent (as hereinafter described) and shall
accept, in
its own name for the account of the Company or such successor
person as may be
entitled thereto, all amounts otherwise payable to the Company or
such
successor, as the case may be, on exercise of this Warrant pursuant
to this
Section 1.
1.6 Delivery of Stock Certificates, etc. on Exercise. The
Company
agrees that the shares of Common Stock purchased upon exercise of
this Warrant
shall be deemed to be issued to the Holder hereof as the record
owner of such
shares as of the close of business on the date on which this
Warrant shall have
been surrendered and payment made for such shares as aforesaid. As
soon as
practicable after the exercise of this Warrant in full or in part,
and in any
event within five (5) days thereafter, the Company at its expense
(including the
payment by it of any applicable issue taxes) will cause to be
issued in the name
of and delivered to the Holder hereof, or as such Holder (upon
payment by such
Holder of any applicable transfer taxes) may direct in compliance
with
applicable securities laws, a certificate or certificates for the
number of duly
and validly issued, fully paid and nonassessable shares of Common
Stock (or
Other Securities) to which such Holder shall be entitled on such
exercise, plus,
in lieu of any fractional share to which such Holder would
otherwise be
entitled, cash equal to such fraction.
2.
Registration
Rights. The Company shall file a registration statement
on Form SB-2 or other appropriate registration form under the
Securities Act
(the "Registration Statement") for the registration of the shares
of Common
Stock underlying this Warrant (the "Warrant Shares") and shall use
its
reasonable best efforts to maintain the Registration Statement
effective so long
as this Warrant is outstanding (the "Effectiveness Period"). The
Company shall
file such Registration Statement no later than sixty (60) days
after August 13,
2007; provided, however, the Company will not be obligated to
register more than
33% of its issued and outstanding shares of Common Stock on such
registration
statement. If the number of shares of Common Stock and the Warrant
Shares
proposed to be registered thereunder exceeds such 33% limitation,
the Company
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will cut back the number of shares being registered in order for it
to adhere to
such 33% limitation, and such cut back will be applied to the
holders of the
shares being registered (including the Holder hereof) on a pro rata
basis. The
Company shall also use its best efforts to ensure that such
Registration
Statement is declared effective within one hundred and eighty (180)
calendar
days from August 13, 2007. Except as otherwise expressly set forth,
the Company
shall bear all expenses incurred by the Company in compliance with
this
registration obligation of the Company, including, without
limitation, all
registration and filing fees, printing expenses, fees and
disbursements of
counsel for the Company incurred in connection with any
registration,
qualification or compliance concerning the Warrant Shares.
3.
Adjustment for
Reorganization, Consolidation, Merger, etc.
3.1. Reorganization, Consolidation, Merger, etc. In case at any
time
or from time to time, the Company shall (a) effect a
reorganization, (b)
consolidate with or merge into any other person or (c) transfer all
or
substantially all of its properties or assets to any other person
under any plan
or arrangement contemplating the dissolution of the Company, then,
in each such
case, as a condition to the consummation of such a transaction,
proper and
adequate provision shall be made by the Company whereby the Holder
of this
Warrant, on the exercise hereof as provided in Section 1, at any
time after the
consummation of such reorganization, consolidation or merger or the
effective
date of such dissol
