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Exhibit 10.2
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR
THE SECURITIES
LAWS OF ANY STATE OR OTHER JURISDICTION AND ARE BEING OFFERED AND
SOLD IN
RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT
AND SUCH LAWS. THESE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR
ASSIGNED UNLESS
PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT OR (II) AN
EXEMPTION FROM
APPLICABLE SECURITIES LAWS, IN WHICH CASE THE COMPANY MAY REQUIRE
AN OPINION OF
COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT 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: JULY__, 2009
AETHLON MEDICAL,
INC., a corporation organized under the laws of the
State of Nevada (the "Company"), hereby certifies that, for value
received,
________[insert number here] 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 third anniversary of the
Issue Date
(the "Expiration Date") or such sooner time as this warrant is
terminated
pursuant to Section 6 herein, 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.
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.
1.7 EXERCISE LIMITATIONS. The Company shall not effect any
exercise of this Warrant, and a Holder shall not have the right to
exercise any
portion of this Warrant, pursuant to this Section 1 or otherwise,
to the extent
that after giving effect to such issuance after exercise as set
forth on the
applicable Subscription Form, the Holder (together with the
Holder's
"Affiliates" (as that term is defined by Rule 144 promulgated under
the
Securities Act), and any other person or entity acting as a group
together with
the Holder or any of the Holder's Affiliates), would beneficially
own in excess
of the Beneficial Ownership Limitation (as defined below). For
purposes of the
foregoing sentence, the number of shares of Common Stock
beneficially owned by
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the Holder and its Affiliates shall include the number of shares of
Common Stock
issuable upon exercise of this Warrant with respect to which such
determination
is being made, but shall exclude the number of shares of Common
Stock which
would be issuable upon (A) exercise of the remaining, unexercised
portion of
this Warrant beneficially owned by the Holder or any of its
Affiliates and (B)
exercise or conversion of the unexercised or unconverted portion of
any other
securities of the Company (including, without limitation, any other
Common Stock
equivalents) subject to a limitation on conversion or exercise
analogous to the
limitation contained herein beneficially owned by the Holder or any
of its
affiliates. Except as set forth in the preceding sentence, for
purposes of this
Section 1.7, beneficial ownership shall be calculated in accordance
with Section
13(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"),
and the rules and regulations promulgated thereunder, it being
acknowledged by
the Holder that the Company is not representing to the Holder that
such
calculation is in compliance with Section 13(d) of the Exchange Act
and the
Holder is solely responsible for any schedules required to be filed
in
accordance therewith. To the extent that the limitation contained
in this
Section 1.7 applies, the determination of whether this Warrant is
exercisable
(in relation to other securities owned by the Holder together with
any
Affiliates) and of which portion of this Warrant is exercisable
shall be in the
sole discretion of the Holder, and the submission of a Subscription
Form shall
be deemed to be the Holder's determination of whether this Warrant
is
exercisable (in relation to other securities owned by the Holder
together with
any Affiliates) and of which portion of this Warrant is
exercisable, in each
case subject to the Beneficial Ownership Limitation, and the
Company shall have
no obligation to verify or confirm the accuracy of such
determination. In
addition, a determination as to any group status as contemplated
above shall be
determined in accordance with Section 13(d) of the Exchange Act and
the rules
and regulations promulgated thereunder. For purposes of this
Section 1.7, in
determining the number of outstanding shares of Common Stock, a
Holder may rely
on the number of outstanding shares of Common Stock as reflected in
(x) the
Company's most recent periodic or annual report, as the case may
be, (y) a more
recent public announcement by the Company or (z) a more recent
notice by the
Company or the Company's transfer agent setting forth the number of
shares of
Common Stock outstanding. Upon the written or oral request of a
Holder, the
Company shall confirm to the Holder within two business days orally
and in
writing 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 the conversion or exercise of securities of the Company,
including
this Warrant, by the Holder or its Affiliates since the date as of
which such
number of outstanding shares of Common Stock was reported. The
"Beneficial
Ownership Limitation" shall be 9.99% of the number of shares of the
Common Stock
outstanding immediately after giving effect to the issuance of
shares of Common
Stock issuable upon exercise of this Warrant. The Holder, upon not
less than 61
days' prior notice to the Company, may increase or decrease the
Beneficial
Ownership Limitation provisions of this Section 1.7, provided that
the
Beneficial Ownership Limitation in no event exceeds 9.99% of the
number of
shares of the Common Stock outstanding immediately after giving
effect to the
issuance of shares of Common Stock upon exercise of this Warrant
held by the
Holder and the provisions of this Section 1.7 shall continue to
apply. Any such
increase or decrease will n
