<Page>
EXHIBIT 4.1
NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS
CERTIFICATE
NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE
BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
APPLICABLE STATE
SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD,
TRANSFERRED
OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION
STATEMENT FOR
THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B)
AN OPINION
OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A
GENERALLY
ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT
OR (II) UNLESS
SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT.
NOTWITHSTANDING THE
FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA
FIDE MARGIN
ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE
SECURITIES.
Right to Purchase ______ shares of Common Stock of Aethlon
Medical, Inc. (subject to adjustment as provided herein)
CLASS C COMMON STOCK PURCHASE WARRANT
No. 2008-C-0__
Issue Date: ______ __, 2008
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
commencing after the Issue Date until 5:00 p.m., E.S.T on the third
anniversary
of the Issue Date (the "Expiration Date"), up to ________ fully
paid and
nonassessable shares of 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."
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,
$.001 par value per share, as authorized on the date of the Note,
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.
<Page>
(d)
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.
(e)
The term
"Warrant Shares" shall mean the Common Stock issuable upon
exercise of this Warrant.
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.
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 delivery within two days thereafter of
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. The original Warrant is not required to be
surrendered to the
Company until it has been fully exercised.
1.3. PARTIAL EXERCISE.
This Warrant may be exercised in part (but
not for a fractional share) by delivery of a Subscription Form 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 provided the Holder has surrendered the original Warrant,
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 delivery of
a
Subscription Form shall have occurred 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 seven (7) business days thereafter
("Warrant
Share Delivery Date"), the Company at its expense (including the
payment by it
2
<Page>
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 non-assessable 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 multiplied by the then fair market
value of one full
share of Common Stock, together with any other stock or other
securities and
property (including cash, where applicable) to which such Holder is
entitled
upon such exercise pursuant to Section 1 or otherwise.
3.
ADJUSTMENT
FOR REORGANIZATION, CONSOLIDATION, MERGER, ETC.
3.1. FUNDAMENTAL
TRANSACTION. If, at any time while this Warrant is
outstanding, (A) the Company effects any merger or consolidation of
the Company
with or into another entity, (B) the Company effects any sale of
all or
substantially all of its assets in one or a series of related
transactions, (C)
any tender offer or exchange offer (whether by the Company or
another entity) is
completed pursuant to which holders of Common Stock are permitted
to tender or
exchange their shares for other securities, cash or property, (D)
the Company
consummates a stock purchase agreement or other business
combination (including,
without limitation, a reorganization, recapitalization, spin-off or
scheme of
arrangement) with one or more persons or entities whereby such
other persons or
entities acquire more than the 50% of the outstanding shares of
Common Stock
(not including any shares of Common Stock held by such other
persons or entities
making or party to, or associated or affiliated with the other
persons or
entities making or party to, such stock purchase agreement or other
business
combination), (E) any "person" or "group" (as these terms are used
for purposes
of Sections 13(d) and 14(d) of the 1934 Act) is or shall become the
"beneficial
owner" (as defined in Rule 13d-3 under the 1934 Act), directly or
indirectly, of
50% of the aggregate Common Stock of the Company, or (F) the
Company effects any
reclassification of the Common Stock or any compulsory share
exchange pursuant
to which the Common Stock is effectively converted into or
exchanged for other
securities, cash or property (in any such case, a "Fundamental
Transaction"),
then, upon any subsequent exercise of this Warrant, the Holder
shall have the
right to receive, for each Warrant Share that would have been
issuable upon such
exercise immediately prior to the occurrence of such Fundamental
Transaction, at
the option of the Holder, (a) upon exercise of this Warrant, the
number of
shares of Common Stock of the successor or acquiring corporation or
of the
Company, if it is the surviving corporation, and any additional
consideration
(the "Alternate Consideration") receivable upon or as a result of
such
reorganization, reclassification, merger, consolidation or
disposition of assets
by a Holder of the number of shares of Common Stock for which this
Warrant is
exercisable immediately prior to such event or (b) if the Company
is acquired in
(1) a transaction where the consideration paid to the holders of
the Common
Stock consists solely of cash, (2) a "Rule 13e-3 transaction" as
defined in Rule
13e-3 under the 1934 Act, or (3) a transaction involving a person
or entity not
traded on a national securities exchange, the Nasdaq Global Select
Market, the
Nasdaq Global Market or the Nasdaq Capital Market, cash equal to
the
Black-Scholes Value. For purposes of any such exercise, the
determination of the
Purchase Price shall be appropriately adjusted to apply to such
Alternate
Consideration based on the amount of Alternate Consideration
issuable in respect
of one share of Common Stock in such Fundamental Transaction, and
the Company
shall apportion the Purchase Price among the Alternate
Consideration in a
reasonable manner reflecting the relative value of any different
components of
the Alternate Consideration. If holders of Common Stock are given
any choice as
to the securities, cash or property to be received in a Fundamental
Transaction,
then the Holder shall be given the same choice as to the Alternate
Consideration
it receives upon any exercise of this Warrant following such
Fundamental
Transaction. To the extent necessary to effectuate the foregoing
provisions, any
successor to the Company or surviving entity in such Fundamental
Transaction
shall issue to the Holder a new warrant consistent with the
foregoing provisions
and evidencing the Holder's right to exercise such warrant into
Alternate
Consideration. The terms of any agreement pursuant to which a
Fundamental
Transaction is effected shall include terms requiring any such
successor or
surviving entity to comply with the provisions of this Section 3.1
and insuring
that this Warrant (or any such replacement security) will be
similarly adjusted
upon any subsequent transaction analogous to a Fundamental
Transaction.
"Black-Scholes Value" shall be determined in
