Exhibit 10.1


 





SECURITIES PURCHASE AGREEMENT


 


THIS SECURITIES
PURCHASE AGREEMENT (“Agreement”) is made as of the  23 day of June, 2015 by and among Aethlon Medical, Inc., a
Nevada corporation (the “Company”), and the Investors set forth on the signature pages affixed hereto (each an
“Investor” and collectively the “Investors”).


 


Recitals


 


A.The Company and
the Investors are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded
by the provisions of Regulation D (“Regulation D”), as promulgated by the U.S. Securities and Exchange Commission (the
“SEC”) under the Securities Act of 1933, as amended; and


 


B.The Investors wish
to purchase from the Company, and the Company wishes to sell and issue to the Investors, upon the terms and conditions stated in
this Agreement, (i) an aggregate of 952,381 shares of the Company’s Common Stock, par value $0.001 per share (together with
any securities into which such shares may be reclassified, whether by merger, charter amendment or otherwise, the “Common
Stock”), at a purchase price of $6.30 per share, and (ii) warrants to purchase an aggregate of 714,286 shares of Common Stock
(subject to adjustment) at an exercise price of $6.30 per share (subject to adjustment) in the form attached hereto as Exhibit
A (the “Warrants”); and


 


C.Contemporaneously
with the sale of the Common Stock and Warrants, the parties hereto will execute and deliver a Registration Rights Agreement, in
the form attached hereto as Exhibit B (the “Registration Rights Agreement”), pursuant to which the Company will
agree to provide certain registration rights to the Investors with respect to the Securities Act of 1933, as amended, and the rules
and regulations promulgated thereunder.


 


In consideration of the
mutual promises made herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:


 


1.Definitions.
In addition to those terms defined above and elsewhere in this Agreement, for the purposes of this Agreement, the following terms
shall have the meanings set forth below:


 


“Affiliate”
means, with respect to any Person, any other Person which directly or indirectly through one or more intermediaries Controls, is
controlled by, or is under common Control with, such Person.


 


“Agent”
means Roth Capital Partners, LLC.


 


“Business Day”
means a day, other than a Saturday or Sunday, on which banks in New York City are open for the general transaction of business.


 




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“Common Stock
Equivalents” means any securities of the Company or its Subsidiaries which would entitle the holder thereof to acquire
at any time Common Stock, including without limitation, any debt, preferred stock, rights, options, warrants or other instrument
that is at any time convertible into or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.


 


“Company’s
Knowledge” means the actual knowledge of the executive officers (as defined in Rule 405 under the 1933 Act) of the Company,
after due inquiry.


 


“Confidential
Information” means trade secrets, confidential information and know-how (including but not limited to ideas, formulae,
compositions, processes, procedures and techniques, research and development information, computer program code, performance specifications,
support documentation, drawings, specifications, designs, business and marketing plans, and customer and supplier lists and related
information).


 


“Control”
(including the terms “controlling”, “controlled by” or “under common control with”) means the
possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether
through the ownership of voting securities, by contract or otherwise.


 


“Effective Date”
means the date on which the initial Registration Statement is declared effective by the SEC.


 


“Equity Line
of Credit” shall have the meaning ascribed to such term in Section 7.9(b).


 


“FCPA”
means the Foreign Corrupt Practices Act of 1977, as amended.


 


“Insider”
means each director, executive officer, other officer of the Company participating in the offering, any beneficial owner of 20%
or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, and any promoter
connected with the Company in any capacity on the date hereof.


 


“Intellectual
Property” means all of the following items as disclosed or required to be disclosed in the SEC Filings: (i) patents,
patent applications, patent disclosures and inventions (whether or not patentable and whether or not reduced to practice); (ii)
trademarks, service marks, trade dress, trade names, corporate names, logos, slogans and Internet domain names, together with all
goodwill associated with each of the foregoing; (iii) copyrights and copyrightable works; (iv) registrations, applications and
renewals for any of the foregoing; and (v) proprietary computer software (including but not limited to data, data bases and documentation).


 


“Lead Investor”
means Alpha Capital Anstalt.


 




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“Major Investor”
means any Investor that, along with its Affiliates, has purchased at the Closing hereunder Shares and Warrants with an aggregate
Purchase Price of at least $1,000,000.


 


“Material Adverse
Effect” means a material adverse effect on (i) the assets, liabilities, results of operations, condition (financial or
otherwise), business, or prospects of the Company and its Subsidiaries taken as a whole, or (ii) the ability of the Company to
perform its obligations under the Transaction Documents.


 


“Material Contract”
means any contract, instrument or other agreement to which the Company or any Subsidiary is a party or by which it is bound which
is material to the business of the Company and its Subsidiaries, taken as a whole, including those that have been filed or were
required to be filed as an exhibit to the SEC Filings pursuant to Item 601(b)(4) or Item 601(b)(10) of Regulation S-K.


 


“Money Laundering
Laws” shall have the meaning ascribed to such term in Section 4.34.


 


“OFAC”
means the Office of Foreign Assets Control of the U.S. Treasury Department.


 


“Person”
means an individual, corporation, partnership, limited liability company, trust, business trust, association, joint stock company,
joint venture, sole proprietorship, unincorporated organization, governmental authority or any other form of entity not specifically
listed herein.


 


“Purchase Price”
means up to Six Million Dollars ($6,000,000).


 


“Registration
Statement” has the meaning set forth in the Registration Rights Agreement.


 


“Required Investors”
means (i) prior to Closing the Major Investors who, together with their Affiliates, have agreed to purchase a majority of the Securities
to be sold to Major Investors hereunder, which must include the Lead Investor, and (ii) from and after the Closing the Major Investors
beneficially owning (calculated in accordance with Rule 13d-3 under the 1934 Act without giving effect to any limitation on exercise
of the Warrants set forth therein) a majority of the Shares and the Warrant Shares owned by Major Investors, which must include
the Lead Investor for so long as the Lead Investor hold Shares or Warrant Shares acquired for not less than One Hundred Thousand
Dollars ($100,000).


 


“SEC Filings”
has the meaning set forth in Section 4.6.


 


“Securities”
means the Shares, the Warrants and the Warrant Shares.


 


“Shares”
means the shares of Common Stock being purchased by the Investors hereunder.


 




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“Subsidiary”
of any Person means another Person, an amount of the voting securities, other voting ownership or voting partnership interests
of which is sufficient to elect at least a majority of its Board of Directors or other governing body (or, if there are no such
voting interests, 50% or more of the equity interests of which) is owned directly or indirectly by such first Person.


 


“Transaction
Documents” means this Agreement, the Warrants and the Registration Rights Agreement.


 


“Variable Priced
Equity Linked Instruments” shall have the meaning ascribed to such term in Section 7.9(b).


“Variable Rate
Transaction” shall have the meaning ascribed to such term in Section 7.9(b).


 


“Warrant Shares”
means the shares of Common Stock issuable upon the exercise of the Warrants.


 


“1933 Act”
means the Securities Act of 1933, as amended, or any successor statute, and the rules and regulations promulgated thereunder.


 


“1934 Act”
means the Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated thereunder.


 


2.Purchase and
Sale of the Shares and Warrants. Subject to the terms and conditions of this Agreement, on the Closing Date, each of the Investors
shall severally, and not jointly, purchase, and the Company shall sell and issue to the Investors, the Shares and Warrants in the
respective amounts set forth opposite the Investors’ names on the signature pages attached hereto in exchange for the Purchase
Price as specified in Section 3 below.


 


3.Closing.
Upon confirmation that the other conditions to closing specified herein have been satisfied or duly waived by the Investors, (i)
the Company shall deliver to each Investor a certificate or certificates, registered in such name or names of Investors as such
Investor may designate, representing the Shares and Warrants purchased by such Investor, and (ii) such Investor shall cause a wire
transfer in same day funds to be sent to the account of the Company as instructed in writing by the Company, in an amount representing
such Investor’s pro rata portion of the Purchase Price as set forth on the signature pages to this Agreement. The closing
of the purchase and sale of the Shares and Warrants (the “Closing”) shall take place at the offices of Grushko &
Mittman, P.C., 515 Rockaway Avenue, Valley Stream, New York 11581, or at such other location and on such other date as the Company
and the Investors shall mutually agree. The date on which the Closing occurs is hereinafter referred to as the “Closing Date.”


 


4.Representations
and Warranties of the Company. The Company hereby represents and warrants to the Investors that, except as set forth in the
schedules delivered herewith (collectively, the “Disclosure Schedules”):


 




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4. 1Organization,
Good Standing and Qualification. Each of the Company and its Subsidiaries is a corporation duly organized, validly existing
and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate power and authority
to carry on its business as now conducted and to own or lease its properties. Each of the Company and its Subsidiaries is duly
qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the conduct of its business
or its ownership or leasing of property makes such qualification or leasing necessary unless the failure to so qualify has not
had and could not reasonably be expected to have a Material Adverse Effect. The Company’s Subsidiaries are listed on Schedule
4.1 hereto.


 


4.2Authorization.
The Company has full power and authority and has taken all requisite action on the part of the Company, its officers, directors
and stockholders necessary for (i) the authorization, execution and delivery of the Transaction Documents, (ii) the authorization
of the performance of all obligations of the Company hereunder or thereunder, and (iii) the authorization, issuance (or reservation
for issuance) and delivery of the Securities The Transaction Documents constitute the legal, valid and binding obligations of the
Company, enforceable against the Company in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors’ rights generally
and to general equitable principles.


 


4.3
Capitalization. Schedule 4.3 sets forth as of the date hereof (a) the authorized capital stock of the
Company; (b) the number of shares of capital stock issued and outstanding; (c) the number of shares of capital stock issuable
pursuant to the Company’s stock plans; and (d) the number of shares of capital stock issuable and reserved for issuance
pursuant to securities (other than the Shares and the Warrants) exercisable for, or convertible into or exchangeable for any
shares of capital stock of the Company including all Common Stock Equivalents. All of the issued and outstanding shares of
the Company’s capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of
pre-emptive rights and were issued in compliance with applicable state and federal securities law and any rights of third
parties except where failure to comply would not have a Material Adverse Effect. Except as described on Schedule 4.3,
all of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and
are fully paid, nonassessable and free of pre-emptive rights, were issued in compliance with applicable state and federal
securities law (except where failure to comply would not have a Material Adverse Effect) and any rights of third parties and
are owned by the Company, beneficially and of record, subject to no lien, encumbrance or other adverse claim. Except as
described on Schedule 4.3, no Person is entitled to pre-emptive or similar statutory or contractual rights with
respect to any securities of the Company. Except as described on Schedule 4.3, there are no outstanding
warrants, options, convertible securities or other rights, agreements or arrangements of any character under which the
Company or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind and except as
contemplated by this Agreement, neither the Company nor any of its Subsidiaries is currently in negotiations for the issuance
of any equity securities of any kind. Except as described on Schedule 4.3 and except for the Registration Rights
Agreement, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other
agreements of any kind among the Company and any of the securityholders of the Company relating to the securities of the
Company held by them. Except as described on Schedule 4.3 and except as provided in the Registration Rights Agreement,
no Person has the right to require the Company to register any securities of the Company under the 1933 Act, whether on a
demand basis or in connection with the registration of securities of the Company for its own account or for the account of
any other Person. Each Investor party to this Agreement has either (i) waived any rights of first refusal or preemptive
rights it may have associated with the issuance and sale of the Securities, or (ii) acknowledges by its signature hereto,
that such rights have been fully satisfied in favor of the Investor.


 




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Except as described on
Schedule 4.3, the issuance and sale of the Securities hereunder will not obligate the Company to issue shares of Common
Stock or other securities to any other Person (other than the Investors) and will not result in the adjustment of the exercise,
conversion, exchange or reset price of any outstanding security.


 


Except as described on
Schedule 4.3, the Company does not have outstanding stockholder purchase rights or “poison pill” or any similar
arrangement in effect giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain
events.


 


4.4 Valid
Issuance. The Shares have been duly and validly authorized and, when issued and paid for pursuant to this Agreement, will
be validly issued, fully paid and nonassessable, and shall be free and clear of all encumbrances and restrictions (other than
those created by the Investors), except for restrictions on transfer set forth in the Transaction Documents or imposed by
applicable securities laws. The Warrants have been duly and validly authorized. Upon the due exercise of the Warrants
including the payment of the exercise price or other exercise consideration thereunder, the Warrant Shares will be validly
issued, fully paid and non-assessable free and clear of all encumbrances and restrictions, except for restrictions on
transfer set forth in the Transaction Documents or imposed by applicable securities laws and except for those created by the
Investors. The Company has reserved 692,308 shares of Common Stock for issuance upon the exercise of the Warrants.


 


4.5
Consents. The execution, delivery and performance by the Company of the
Transaction Documents and the offer, issuance and sale of the Securities require no consent of, action by or in respect of,
or filing with, any Person, governmental body, agency, or official other than filings that have been made pursuant to
applicable state securities laws and post-sale filings pursuant to applicable state and federal securities laws which the
Company undertakes to file within the applicable time periods. Subject to the accuracy of the representations and warranties
of each Investor set forth in Section 5 hereof, the Company has taken all action necessary to exempt from the registration
requirements of the Securities Act (i) the issuance and sale of the Securities, and (ii) the issuance of the Warrant Shares
upon due exercise of the Warrants.


 


4.6 Delivery
of SEC Filings; Business. The Company has made available to the Investors through the EDGAR system, true and complete
copies of the Company’s most recent Annual Report on Form 10-K for the fiscal year ended March 31, 2014 (the
“10-K”), and all other reports filed by the Company pursuant to the 1934 Act since the filing of the 10-K and
prior to the date hereof (collectively, the “SEC Filings”). To the Company’s Knowledge, the SEC Filings are
the only filings required of the Company pursuant to the 1934 Act for such period. The Company and its Subsidiaries are
engaged in all material respects only in the business described in the SEC Filings and the SEC Filings contain a complete and
accurate description in all material respects of the business of the Company and its Subsidiaries, taken as a whole.


 




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4.7 Use of
Proceeds. The Company shall use the net proceeds from the sale of the Shares and Warrants hereunder for the purposes set
forth on Schedule 4.7 and shall not use such proceeds: (a) for the satisfaction of any portion of the Company’s
debt except as disclosed on Schedule 4.7 (other than payment of trade payables in the ordinary course of the
Company’s business and consistent with prior practices), (b) for the redemption of any Common Stock or Common Stock
Equivalents, (c) for the settlement of any outstanding litigation or (d) in violation of FCPA or OFAC regulations. In
addition, the Company will not use the net proceeds from the sale of the Shares and Warrants to pay outstanding board
compensation fees in the amount of $117,000 due to the directors of the Company and will not pay such fees until at least
ninety days following the Closing Date.


 


4.8 No
Material Adverse Change. Since March 31, 2014, except as described on Schedule 4.8, there has not been:


 


(i)any change in
the consolidated assets, liabilities, financial condition or operating results of the Company from that reflected in the financial
statements included in the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2014, except for changes
in the ordinary course of business which have not had and could not reasonably be expected to have a Material Adverse Effect, individually
or in the aggregate;


 


(ii)any declaration
or payment of any dividend, or any authorization or payment of any distribution, on any of the capital stock of the Company, or
any redemption or repurchase of any securities of the Company;


 


(iii)any material
damage, destruction or loss, whether or not covered by insurance to any assets or properties of the Company or its Subsidiaries;


 


(iv)any waiver,
not in the ordinary course of business, by the Company or any Subsidiary of a material right or of a material debt owed to it;


 


(v)any satisfaction
or discharge of any lien, claim or encumbrance or payment of any obligation by the Company or a Subsidiary, except in the ordinary
course of business and which is not material to the assets, properties, financial condition, operating results or business of the
Company and its Subsidiaries taken as a whole (as such business is presently conducted and as it is proposed to be conducted);


 


(vi)any change
or amendment to the Company's Articles of Incorporation or Bylaws, or material change to any material contract or arrangement by
which the Company or any Subsidiary is bound or to which any of their respective assets or properties is subject;


 




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(vii)any material
labor difficulties or labor union organizing activities with respect to employees of the Company or any Subsidiary;


 


(viii)any material
transaction entered into by the Company or a Subsidiary other than in the ordinary course of business;


 


(ix)the loss of
the services of any key employee, or material change in the composition or duties of the senior management of the Company or any
Subsidiary;


 


(x)the loss or
threatened loss of any customer which has had or could reasonably be expected to have a Material Adverse Effect; or


 


(xi)any other event
or condition of any character that has had or could reasonably be expected to have a Material Adverse Effect.


 


 4.9 SEC Filings.




 


(a)At the time
of filing thereof, the SEC Filings complied as to form in all material respects with the requirements of the 1934 Act and did not
contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in
order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.


 


(b)Each registration
statement and any amendment thereto filed by the Company since January 1, 2011 pursuant to the 1933 Act and the rules and regulations
thereunder, as of the date such statement or amendment became effective, complied as to form in all material respects with the
1933 Act and did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein
or necessary in order to make the statements made therein not misleading; and each prospectus filed pursuant to Rule 424(b) under
the 1933 Act, as of its issue date and as of the closing of any sale of securities pursuant thereto did not contain any untrue
statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the
statements made therein, in the light of the circumstances under which they were made, not misleading.


 


4.10No Conflict,
Breach, Violation or Default. The execution, delivery and performance of the Transaction Documents by the Company and the issuance
and sale of the Securities will not (i) conflict with or result in a breach or violation of (a) any of the terms and provisions
of, or constitute a default under the Company’s Articles of Incorporation or the Company’s Bylaws, both as in effect
on the date hereof (true and complete copies of which have been made available to the Investors through the EDGAR system), or (b)
any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction
over the Company, any Subsidiary or any of their respective assets or properties, or (ii) conflict with, or constitute a default
(or an event that with notice or lapse of time or both would become a default) under, result in the creation of any lien, encumbrance
or other adverse claim upon any of the properties or assets of the Company or any Subsidiary or give to others any rights of termination,
amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any Material Contract.


 




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4.11Tax Matters.
The Company and each Subsidiary has timely prepared and filed all tax returns required to have been filed by the Company or such
Subsidiary with all appropriate governmental agencies and timely paid all taxes shown thereon or otherwise owed by it. The charges,
accruals and reserves on the books of the Company in respect of taxes for all fiscal periods are adequate in all material respects,
and there are no material unpaid assessments against the Company or any Subsidiary nor, to the Company’s Knowledge, any basis
for the assessment of any additional taxes, penalties or interest for any fiscal period or audits by any federal, state or local
taxing authority except for any assessment which is not material to the Company and its Subsidiaries, taken as a whole. All taxes
and other assessments and levies that the Company or any Subsidiary is required to withhold or to collect for payment have been
duly withheld and collected and paid to the proper governmental entity or third party when due. There are no tax liens or claims
pending or, to the Company’s Knowledge, threatened against the Company or any Subsidiary or any of their respective assets
or property. Except as described on Schedule 4.11, there are no outstanding tax sharing agreements or other such arrangements
between the Company and any Subsidiary or other corporation or entity.


 


4.12Title to Properties.
Except as described on Schedule 4.12, the Company and each Subsidiary has good and marketable title to all real properties
and all other properties and assets owned by it, in each case free from liens, encumbrances and defects that would materially affect
the value thereof or materially interfere with the use made or currently planned to be made thereof by them; and except as described
on Schedule 4.12, the Company and each Subsidiary holds any leased real or personal property under valid and enforceable
leases with no exceptions that would materially interfere with the use made or currently planned to be made thereof by them.


 


4.13Certificates,
Authorities and Permits. The Company and each Subsidiary possess adequate certificates, authorities or permits issued by appropriate
governmental agencies or bodies necessary to conduct the business now operated by it, and neither the Company nor any Subsidiary
has received any notice of proceedings relating to the revocation or modification of any such certificate, authority or permit
that, if determined adversely to the Company or such Subsidiary, could reasonably be expected to have a Material Adverse Effect,
individually or in the aggregate.


 


4.14Labor
Matters.


 


(a)Except
as set forth on Schedule 4.14, the Company is not a party to or bound by any collective bargaining agreements or other agreements
with labor organizations. The Company has not violated in any material respect any laws, regulations, orders or contract terms,
affecting the collective bargaining rights of employees, labor organizations or any laws, regulations or orders affecting employment
discrimination, equal opportunity employment, or employees’ health, safety, welfare, wages and hours.


 




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(b)(i)
There are no labor disputes existing, or to the Company's Knowledge, threatened, involving strikes, slow-downs, work stoppages,
job actions, disputes, lockouts or any other disruptions of or by the Company's employees, (ii) there are no unfair labor practices
or petitions for election pending or, to the Company's Knowledge, threatened before the National Labor Relations Board or any other
federal, state or local labor commission relating to the Company's employees, (iii) no demand for recognition or certification
heretofore made by any labor organization or group of employees is pending with respect to the Company and (iv) to the Company's
Knowledge, the Company enjoys good labor and employee relations with its employees and labor organizations.


 


(c)The
Company is, and at all times has been, in compliance in all material respects with all applicable laws respecting employment (including
laws relating to classification of employees and independent contractors) and employment practices, terms and conditions of employment,
wages and hours, and immigration and naturalization. There are no claims pending against the Company before the Equal Employment
Opportunity Commission or any other administrative body or in any court asserting any violation of Title VII of the Civil Rights
Act of 1964, the Age Discrimination Act of 1967, 42 U.S.C. §§ 1981 or 1983 or any other federal, state or local Law,
statute or ordinance barring discrimination in employment.


 


(d)Except
as described on Schedule 4.14, the Company is not a party to, or bound by, any employment or other contract or agreement
that contains any severance, termination pay or change of control liability or obligation, including, without limitation, any “excess
parachute payment,” as defined in Section 280G(b) of the Internal Revenue Code.


 


(e)Except
as described on Schedule 4.14, each of the Company's employees is a Person who is either a United States citizen or a permanent
resident entitled to work in the United States. To the Company's Knowledge, the Company has no liability for the improper classification
by the Company of such employees as independent contractors or leased employees prior to the Closing.


 


 4.15 Intellectual Property.




 


(a)All Intellectual
Property of the Company and its Subsidiaries is currently in compliance with all legal requirements (including timely filings,
proofs and payments of fees) and is valid and enforceable, except where the failure to so comply would not cause a Material Adverse
Effect. No Intellectual Property of the Company or its Subsidiaries which is necessary for the conduct of Company’s and each
of its Subsidiaries’ respective businesses as currently conducted or as currently proposed to be conducted has been or is
now involved in any cancellation, dispute or litigation, and, to the Company’s Knowledge, no such action is threatened. No
patent of the Company or its Subsidiaries has been or is now involved in any interference, reissue, re-examination or opposition
proceeding.


 




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(b)All of the licenses
and sublicenses and consent, royalty or other agreements concerning Intellectual Property which are necessary for the conduct of
the Company’s and each of its Subsidiaries’ respective businesses as currently conducted or as currently proposed to
be conducted to which the Company or any Subsidiary is a party or by which any of their assets are bound (other than  generally
commercially available, non-custom, off-the-shelf software application programs having a retail acquisition price of less than
$10,000 per license) (collectively, “License Agreements”) are valid and binding obligations of the Company or its Subsidiaries
that are parties thereto and, to the Company’s Knowledge, the other parties thereto, enforceable in accordance with their
terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance or other similar laws affecting the enforcement of creditors’ rights generally, and there exists no event or condition
which will result in a material violation or breach of or constitute (with or without due notice or lapse of time or both) a default
by the Company or any of its Subsidiaries under any such License Agreement.


 


(c)The Company
and its Subsidiaries own or have the valid right to use all of the Intellectual Property that is necessary for the conduct of the
Company’s and each of its Subsidiaries’ respective businesses as currently conducted or as currently proposed to be
conducted and for the ownership, maintenance and operation of the Company’s and its Subsidiaries’ properties and assets,
free and clear of all liens, encumbrances, adverse claims or obligations to license all such owned Intellectual Property and Confidential
Information, other than licenses entered into in the ordinary course of the Company’s and its Subsidiaries’ businesses.
The Company and its Subsidiaries have a valid and enforceable right to use all third party Intellectual Property and Confidential
Information used or held for use in the respective businesses of the Company and its Subsidiaries.


 


(d)To the Company’s
Knowledge, the conduct of the Company’s and its Subsidiaries’ businesses as currently conducted does not infringe or
otherwise impair or conflict with (collectively, “Infringe”) any Intellectual Property rights of any third party or
any confidentiality obligation owed to a third party, and, to the Company’s Knowledge, the Intellectual Property and Confidential
Information of the Company and its Subsidiaries which are necessary for the conduct of Company’s and each of its Subsidiaries’
respective businesses as currently conducted or as currently proposed to be conducted are not being Infringed by any third party.
There is no litigation or order pending or outstanding or, to the Company’s Knowledge, threatened or imminent, that seeks
to limit or challenge or that concerns the ownership, use, validity or enforceability of any Intellectual Property or Confidential
Information of the Company and its Subsidiaries and the Company’s and its Subsidiaries’ use of any Intellectual Property
or Confidential Information owned by a third party, and, to the Company’s Knowledge, there is no valid basis for the same.


 


(e)The consummation
of the transactions contemplated hereby and by the other Transaction Documents will not result in the alteration, loss, impairment
of or restriction on the Company’s or any of its Subsidiaries’ ownership or right to use any of the Intellectual Property
or Confidential Information which is necessary for the conduct of Company’s and each of its Subsidiaries’ respective
businesses as currently conducted or as currently proposed to be conducted.


 




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(f)The Company
and its Subsidiaries have taken reasonable steps to protect the Company’s and its Subsidiaries’ rights in their Intellectual
Property and Confidential Information. Each employee and consultant who has had access to Confidential Information of the Company
which is necessary for the conduct of Company’s and each of its Subsidiaries’ respective businesses as currently conducted
or as currently proposed to be conducted has executed an agreement to maintain the confidentiality of such Confidential Information
and has executed appropriate agreements that are substantially consistent with the Company’s standard forms thereof. Except
under confidentiality obligations, there has been no material disclosure of any of the Company’s or its Subsidiaries’
Confidential Information to any third party.


 


4.16Environmental
Matters. Neither the Company nor any Subsidiary is in violation of any statute, rule, regulation, decision or order of any
governmental agency or body or any court, domestic or foreign, relating to the use, disposal or release of hazardous or toxic substances
or relating to the protection or restoration of the environment or human exposure to hazardous or toxic substances (collectively,
“Environmental Laws”), owns or operates any real property contaminated with any substance that is subject to any Environmental
Laws, is liable for any off-site disposal or contamination pursuant to any Environmental Laws, or is subject to any claim relating
to any Environmental Laws, which violation, contamination, liability or claim has had or could reasonably be expected to have a
Material Adverse Effect, individually or in the aggregate; and there is no pending or, to the Company’s Knowledge, threatened
investigation that might lead to such a claim.


 


4.17Litigation.
Except as described on Schedule 4.17, there are no pending actions, suits or proceedings against or affecting the Company,
its Subsidiaries or any of its or their properties; and to the Company’s Knowledge, no such actions, suits or proceedings
are threatened or contemplated. Neither the Company nor any Subsidiary, nor any director or officer thereof, is or since January
1, 2009 has been the subject of any action involving a claim of violation of or liability under federal or state securities laws
or a claim of breach of fiduciary duty. There has not been, and to the Company’s Knowledge, there is not pending or contemplated,
any investigation by the SEC involving the Company or any current or former director or officer of the Company. The SEC has not
issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary
under the 1933 Act or the 1934 Act.


 


4.18Financial
Statements. The financial statements included in each SEC Filing comply in all material respects with applicable accounting
requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing (or to the extent
corrected by a subsequent restatement) and present fairly, in all material respects, the consolidated financial position of the
Company as of the dates shown and its consolidated results of operations and cash flows for the periods shown, and such financial
statements have been prepared in conformity with United States generally accepted accounting principles applied on a consistent
basis (“GAAP”) (except as may be disclosed therein or in the notes thereto, and, in the case of quarterly financial
statements, as permitted by Form 10-Q under the 1934 Act). Except as set forth in the financial statements of the Company included
in the SEC Filings filed at least ten (10) days prior to the date hereof or as described on Schedule 4.18, neither the Company
nor any of its Subsidiaries has incurred any liabilities, contingent or otherwise, except those incurred in the ordinary course
of business, consistent (as to amount and nature) with past practices since the date of such financial statements, none of which,
individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect.


 




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4.19Insurance
Coverage. The Company and each Subsidiary maintains in full force and effect insurance coverage that is customary for comparably
situated companies for the business being conducted and properties owned or leased by the Company and each Subsidiary, and the
Company reasonably believes such insurance coverage to be adequate against all liabilities, claims and risks against which it is
customary for comparably situated companies to insure.


 


4.20Compliance
with Listing Requirements. The Common Stock is registered pursuant to Section 12(g) of the 1934 Act and is quoted on OTCQB
maintained by OTC Markets Group Inc. (the “OTCQB”), and the Company has taken no action designed to, or likely
to have the effect of, terminating the registration of the Common Stock under the 1934 Act or removal from quotation of the Common
Stock from the OTCQB, nor has the Company received any notification that the SEC, the OTCQB or the Financial Industry Regulatory
Authority, Inc. is contemplating terminating such registration or quotation.


 


4.21Brokers and
Finders. No Person will have, as a result of the transactions contemplated by the Transaction Documents, any valid right, interest
or claim against or upon the Company, any Subsidiary or an Investor for any commission, due diligence fee or other compensation
pursuant to any agreement, arrangement or understanding entered into by or on behalf of the Company except as set forth in Section
9.5 and on Schedule 4.21. The Company shall pay all fees and expenses of the Lead Investor as described on Schedule 4.21.


 


4.22No Directed
Selling Efforts or General Solicitation. Neither the Company nor any Affiliate of the Company nor any Person acting on their
behalf has conducted any general solicitation or general advertising (as those terms are used in Regulation D) in connection with
the offer or sale of any of the Securities being sold under this Agreement.


 


4.23No Integrated
Offering.


 


(a)Neither the
Company nor any of its Affiliates nor any Person acting on their behalf has, directly or indirectly, made any offers or sales of
any Company security or solicited any offers to buy any security, under circumstances that would impair reliance by the Company
on Section 4(a)(2) for the exemption from registration for the transactions contemplated hereby, or would require registration
of the Securities under the 1933 Act.


 


(b)On April 17,
2015, the Company filed a Registration Statement on Form S-1, File No. 333-203487(the "Abandoned Offering Registration Statement")
which it later withdrew pursuant to a Form RW filed on May 1, 2015 (the "Abandoned Offering"). No securities were sold
within the Abandoned Offering. The withdrawal of the Abandoned Offering Registration Statement was completed in compliance with
Rule 477, as promulgated under the 1933 Act, as in effect at the time of the withdrawal. Pursuant to the applicable Rules under
the 1933 Act, the effective date of the withdrawal of the Abandoned Offering Registration Statement was May 1, 2015, and neither
the Company nor any person acting on its behalf commenced the private offering that is the subject of this Agreement within 30
days of May 1, 2015.


 




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(c)In connection
with the Abandoned Offering and subsequent offering as contemplated hereby (the "Offering"), the Company notifies each
Investor that: (i) the Offering is not registered under the 1933 Act; (ii) the securities issued under this Agreement will be “restricted
securities” (as that term is defined in Rule 144(a)(3), as promulgated under the 1933 Act) and may not be resold unless they
are registered under the 1933 Act or an exemption from registration is available; and (iii) Investors in the Offering do not have
the protection of Section 11 of the 1933 Act.


 


(d)No disclosure
document has been used or provided by the Company in conjunction with the Offering.


 


4.24Rule 506 Compliance.
To the Company's Knowledge, neither the Company nor any Insider is subject to any of the “Bad Actor” disqualifications
described in Rule 506(d)(1)(i) to (viii) under the 1933 Act (a “Disqualification Event”), except for a Disqualification
Event covered by Rule 506(d)(2)(i) or (d)(3) of the 1933 Act. The Company is not disqualified from relying on Rule 506 of Regulation
D under the 1933 Act (“Rule 506”) for any of the reasons stated in Rule 506(d) in connection with the issuance and
sale of the Securities to the Investors pursuant to this Agreement. The Company has exercised reasonable care, including without
limitation, conducting a factual inquiry that is appropriate in light of the circumstances, into whether any such disqualification
under Rule 506(d) exists. The Company has furnished to each Investor, a reasonable time prior to the date hereof, a description
in writing of any matters relating to the Company and the Insiders that would have triggered disqualification under Rule 506(d)
but which occurred before September 23, 2013, in each case, in compliance with the disclosure requirements of Rule 506(e). The
Company has exercised reasonable care, including without limitation, conducting a factual inquiry that is appropriate in light
of the circumstances, into whether any such disqualification under Rule 506(d) would have existed and whether any disclosure is
required to be made to Investor under Rule 506(e). Any outstanding securities of the Company (of any kind or nature) that were
issued in reliance on Rule 506 at any time on or after September 23, 2013 have been issued in compliance with Rule 506(d) and (e).


 


4.25Private Placement.
Assuming the accuracy of the representations and warranties of the Investors set forth in Section 5, and in reliance thereon, the
offer and sale of the Securities to the Investors as contemplated hereby is exempt from the registration requirements of the 1933
Act.


 


4.26Shell Company
Status. The Company is not, and has never been, an issuer identified in Rule 144(i)(1).


 


4.27Questionable
Payments. Neither the Company nor any of its Subsidiaries nor, to the Company’s Knowledge, any of their
respective current or former stockholders, directors, officers, employees, agents or other Persons acting on behalf of the Company
or any Subsidiary, has on behalf of the Company or any Subsidiary or in connection with their respective businesses: (a) used any
corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity; (b)
made any direct or indirect unlawful payments to any governmental officials or employees from corporate funds; (c) established
or maintained any unlawful or unrecorded fund of corporate monies or other assets; (d) made any false or fictitious entries on
the books and records of the Company or any Subsidiary; or (e) made any unlawful bribe, rebate, payoff, influence payment, kickback
or other unlawful payment of any nature.


 




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4.28Transactions
with Affiliates. Except as described on Schedule 4.28, none of the officers or directors of the Company and, to the
Company’s Knowledge, none of the employees of the Company is presently a party to any transaction with the Company or any
Subsidiary (other than as holders of stock options and/or warrants, and for services as employees, officers and directors), including
any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or
personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the Company’s
Knowledge, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director,
trustee or partner.


 


4.29Internal Controls.
The Company is in material compliance with the provisions of the Sarbanes-Oxley Act of 2002 currently applicable to the Company.
The Company has established disclosure controls and procedures (as defined in 1934 Act Rules 13a-15(e) and 15d-15(e)) for the Company
and designed such disclosure controls and procedures to ensure that material information relating to the Company, including the
Subsidiaries, is made known to the Company’s certifying officers by others within those entities. The Company has established
internal control over financial reporting (as defined in 1934 Act Rules 13a-15(f) and 15d-15(f)) to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with GAAP. The Company's certifying officers have evaluated the effectiveness of the Company's disclosure controls and procedures
as of the end of the period covered by the Company’s most recently filed periodic report under the 1934 Act (such date, the
“Disclosure Controls Evaluation Date”). The Company presented in its most recently filed periodic report under the
1934 Act the conclusions of the certifying officers about the effectiveness of such disclosure controls and procedures based on
their evaluations as of the Disclosure Controls Evaluation Date. The Company's certifying officers have evaluated the effectiveness
of the Company's internal control over financial reporting as of the end of the Company’s most recent fiscal year (such date,
the “Internal Control Evaluation Date”). The Company presented in its most recently filed annual report under the 1934
Act the conclusions of the certifying officers about the effectiveness of such internal control over financial reporting based
on their evaluations as of the Internal Control Evaluation Date. Since the Disclosure Controls Evaluation Date, there have been
no significant changes in the Company's internal control over financial reporting or, to the Company's Knowledge, in other factors
that could significantly affect the Company's internal control over financial reporting. The Company maintains and will continue
to maintain a standard system of accounting established and administered in accordance with GAAP and the applicable requirements
of the 1934 Act.


 


4.30Disclosures.
Neither the Company nor any Person acting on its behalf has provided the Investors or their agents or counsel with any information
that constitutes or might constitute material, non-public information, other than the terms of the transactions contemplated hereby.
The written materials delivered to the Investors in connection with the transactions contemplated by the Transaction Documents
do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements
contained therein, in light of the circumstances under which they were made, not misleading.


 




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4.31Investment
Company. The Company is not required to be registered as, and is not an Affiliate of, and immediately following the Closing
will not be required to register as, an “investment company” within the meaning of the Investment Company Act of 1940,
as amended.


 


4.32FDA. The
Company and each of its Subsidiaries have operated and currently are in compliance with all applicable rules and regulations of
the FDA or any other federal, state, local or foreign governmental body exercising comparable authority, except where the failure
to so operate or be in compliance would not have a Material Adverse Effect. All preclinical and clinical studies conducted by or,
to the Company’s Knowledge, on behalf of the Company to support approval for commercialization of the Company’s products
have been conducted by the Company, or to the Company’s Knowledge by third parties, in compliance with all applicable federal,
state or foreign laws, rules, orders and regulations, except for such failure or failures to be in compliance which could not reasonably
be expected to have, singly or in the aggregate, a Material Adverse Effect. The descriptions of the tests and preclinical and clinical
studies, and results thereof, conducted by or, to the Company’s Knowledge, on behalf of the Company contained in the SEC
Filings are accurate and complete in all material respects; and the Company has not received any oral or written notice or correspondence
from the FDA or any foreign, state or local governmental body exercising comparable authority requiring the termination, suspension,
or clinical hold of any tests or preclinical or clinical studies, or such written notice or correspondence from any Institutional
Review Board or comparable authority requiring the termination or suspension of a clinical study, conducted by or on behalf of
the Company, which termination, suspension, or clinical hold would reasonably be expected to have a Material Adverse Effect.


 


4.33Office of
Foreign Assets Control. Neither the Company nor any Subsidiary nor, to the Company's Knowledge, any director, officer, agent,
employee or affiliate of the Company is currently subject to any U.S. sanctions administered by the OFAC.


 


4.34Money Laundering.
The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with applicable financial
record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, applicable
money laundering statutes and applicable rules and regulations thereunder (collectively, the “Money Laundering Laws”),
and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving
the Company or any Subsidiary with respect to the Money Laundering Laws is pending or, to the Company’s Knowledge, threatened.


 




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4.35Foreign Corrupt
Practices. Neither the Company nor any Subsidiary, nor to the Company’s Knowledge, any agent or other person acting on
behalf of the Company or any Subsidiary, has: (i) directly or indirectly, used any funds for unlawful contributions, gifts, entertainment
or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful payment to foreign or domestic
government officials or employees or to any foreign or domestic political parties or campaigns from corporate funds, (iii) failed
to disclose fully any contribution made by the Company or any Subsidiary (or made by any person acting on its behalf of which the
Company is aware) which is in violation of law or (iv) violated in any material respect any provision of FCPA.


 


4.36Solvency.
Based on the consolidated financial condition of the Company as of the Closing Date, and the Company’s good faith estimate
of the fair market value of its assets, after giving effect to the receipt by the Company of the proceeds from the sale of the
Common Stock and Warrants hereunder: (i) the fair saleable value of the Company’s assets exceeds the amount that will be
required to be paid on or in respect of the Company’s existing debts and other liabilities (including known contingent liabilities)
as they mature, (ii) the Company’s assets do not constitute unreasonably small capital to carry on its business as now conducted
and as proposed to be conducted including its capital needs taking into account the particular capital requirements of the business
conducted by the Company, consolidated and projected capital requirements and capital availability thereof, and (iii) the current
cash flow of the Company, together with the proceeds the Company would receive, were it to liquidate all of its assets, after taking
into account all anticipated uses of the cash, would be sufficient to pay all amounts on or in respect of its liabilities when
such amounts are required to be paid. The Company does not intend to incur debts beyond its ability to pay such debts as they mature
(taking into account the timing and amounts of cash to be payable on or in respect of its debt). To the Company’s Knowledge,
there are no facts or circumstances which lead the Company to believe that it will file for reorganization or liquidation under
the bankruptcy or reorganization laws of any jurisdiction within one year from the Closing Date.


 


5.Representations
and Warranties of the Investors. Each Investor hereby severally, and not jointly, represents and warrants to the Company that:


 


5.1Organization
and Existence. Such Investor is a validly existing corporation, limited partnership or limited liability company, if other
than an individual, and has all requisite corporate, partnership or limited liability company or other applicable power and authority
to invest in the Securities pursuant to this Agreement.





5.2Authorization.
The execution, delivery and performance by such Investor of the Transaction Documents to which such Investor is a party have been
duly authorized and each will constitute the valid and legally binding obligation of such Investor, enforceable against such Investor
in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability, relating to or affecting creditors’ rights generally.


 




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5.3Purchase Entirely
for Own Account. The Securities to be received by such Investor hereunder will be acquired for such Investor’s own account,
not as nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of the 1933 Act, and
such Investor has no present intention of selling, granting any participation in, or otherwise distributing the same in violation
of the 1933 Act without prejudice, however, to such Investor’s right at all times to sell
or otherwise dispose of all or any part of such Securities in compliance with applicable federal and state securities laws.
Nothing contained herein shall be deemed a representation or warranty by such Investor to hold
the Securities for any period of time. Such Investor is not a broker-dealer registered with the SEC under the 1934 Act or
an entity engaged in a business that would require it to be so registered.


 


5.4Investment
Experience. Such Investor acknowledges that it can bear the economic risk and complete loss of its investment in the Securities
and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of
the investment contemplated hereby.


 


5.5Disclosure
of Information. Such Investor has had an opportunity to receive all information related to the Company requested by it and
to ask questions of and receive answers from the Company regarding the Company, its business and the terms and conditions of the
offering of the Securities. Such Investor acknowledges receipt of copies of the SEC Filings. Neither such inquiries nor any other
due diligence investigation conducted by such Investor shall modify, limit or otherwise affect such Investor’s right to rely
on the Company’s representations and warranties contained in this Agreement.


 


5.6Restricted
Securities. Such Investor understands that the Securities are characterized as “restricted securities” under the
U.S. federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering
and that under such laws and applicable regulations such securities may be resold without registration under the 1933 Act only
in certain limited circumstances.


 


5.7Legends.
It is understood that, except as provided below, certificates evidencing the Securities may bear the following or any similar legend:


 


(a)“The securities
represented hereby have not been registered with the Securities and Exchange Commission or the securities commission of any state
in reliance upon an exemption from registration under the Securities Act of 1933, as amended, and, accordingly, may not be transferred
unless (i) such securities have been registered for sale pursuant to the Securities Act of 1933, as amended, (ii) such securities
may be sold pursuant to Rule 144, or (iii) the Company has received an opinion of counsel reasonably satisfactory to it that such
transfer may lawfully be made without registration under the Securities Act of 1933, as amended.”


 


(b)If required
by the authorities of any state in connection with the issuance of sale of the Securities, the legend required by such state authority.


 




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5.8Investor Status.
At the time such Investor was offered the Securities, it was, and at the date hereof it is, an “accredited investor”
as defined in Rule 501(a) under the 1933 Act. Such Investor is not a registered broker dealer registered under Section 15(a) of
the Exchange Act, or a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”) or an entity engaged in
the business of being a broker dealer. Except as otherwise disclosed in writing to the Company on or prior to the date of this
Agreement, such Investor is not affiliated with any broker dealer registered under Section 15(a) of the 1934 Act, or a member of
FINRA or an entity engaged in the business of being a broker dealer. Such Investor maintains its principal executive office at
the location specified on its signature page hereto. The Investor acknowledges that it will be required to represent that it is
an “accredited investor” as defined in Rule 501(a) under the 1933 Act upon the exercise of the Warrant (other than
pursuant to a “cashless exercise” and prior to the issuance of the Warrant Shares to the Investor.


 


5.9No General
Solicitation. To its knowledge, such Investor did not learn of the investment in the Securities as a result of any general
solicitation or general advertising. Such Investor was not solicited or induced to participate in the transactions contemplated
hereby by, nor did such Investor learn of the transactions contemplated hereby from, the Abandoned Offering Registration Statement.


 


5.10Brokers and
Finders. Except as set forth in Section 9.5 and on Schedule 4.21, no Person will have, as a result of the transactions
contemplated by the Transaction Documents, any valid right, interest or claim against or upon the Company, any Subsidiary or an
Investor for any commission, fee or other compensation pursuant to any agreement, arrangement or understanding entered into by
or on behalf of such Investor.


 


5.11Prohibited
Transactions. Since the earlier of (a) such time as such Investor was first contacted by the Company or any other Person acting
on behalf of the Company regarding the transactions contemplated hereby or (b) thirty (30) days prior to the date hereof, neither
such Investor nor any Affiliate of such Investor which (x) had knowledge of the transactions contemplated hereby, (y) has or shares
discretion relating to such Investor’s investments or trading or information concerning such Investor’s investments,
including in respect of the Securities, or (z) is subject to such Investor’s review or input concerning such Affiliate’s
investments or trading (collectively, “Trading Affiliates”) has, directly or indirectly, effected or agreed to effect
any short sale, whether or not against the box, established any “put equivalent position” (as defined in Rule 16a-1(h)
under the 1934 Act) with respect to the Common Stock, granted any other right (including, without limitation, any put or call option)
with respect to the Common Stock or with respect to any security that includes, relates to or derived any significant part of its
value from the Common Stock or otherwise sought to hedge its position in the Securities (each, a “Prohibited Transaction”).


 


5.12Notice of
Abandoned Offering. Such Investor acknowledges that it has read and understood the facts set forth in Section 4.23 or has received
notice from the Company of the facts set forth in Section 4.23 in connection with the Abandoned Offering and the Offering contemplated
by this Agreement. Such Investor acknowledges that is not being provided the protections of Section 11 of the 1933 Act in connection
with this Offering.


 




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5.13The Agent.
Such Investor understands that the Agent has acted solely as the agent of the Company in the placement of the Securities, and that
the Agent makes no representation or warranty with regard to the merits of this transaction or as to the accuracy of any information
such Investor may have received in connection therewith. Such Investor acknowledges that it has not relied on any information or
advice furnished by or on behalf of the Agent.


 


 6. Conditions to Closing.




 


6.1Conditions
to the Investors’ Obligations. The obligation of each Investor to purchase the Shares and the Warrants at the Closing
is subject to the fulfillment to such Investor’s satisfaction, on or prior to the Closing Date, of the following conditions,
any of which may be waived by such Investor (as to itself only):


 


(a)The representations
and warranties made by the Company in Section 4 hereof qualified as to materiality shall be true and correct at all times prior
to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in
which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties
made by the Company in Section 4 hereof not qualified as to materiality shall be true and correct in all material respects at all
times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier
date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date.
The Company shall have performed in all material respects all obligations and covenants herein required to be performed by it on
or prior to the Closing Date.


 


(b)The Company
shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation
of the purchase and sale of the Securities and the consummation of the other transactions contemplated by the Transaction Documents,
all of which shall be in full force and effect.


 


(c)The Company
shall have executed and delivered the Registration Rights Agreement.


 


(d)The Company
shall have received from the Investors gross proceeds from the sale of the Shares and Warrants as contemplated hereby of Six Million
Dollars ($6,000,000).


 


(e)No judgment,
writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or
judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted
by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other
Transaction Documents.


 


(f)The Company
shall have delivered a Certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer,
dated as of the Closing Date, certifying to the fulfillment of the conditions specified in subsections (a), (b), (e) and (i) of
this Section 6.1.


 




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(g)The Company
shall have delivered a Certificate, executed on behalf of the Company by its Secretary, dated as of the Closing Date, certifying
the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by this Agreement and
the other Transaction Documents and the issuance of the Securities, certifying the current versions of the Articles of Incorporation
and Bylaws of the Company and certifying as to the signatures and authority of persons signing the Transaction Documents and related
documents on behalf of the Company.


 


(h)The Investors
shall have received an opinion from Raines Feldman LLP, the Company's counsel, dated as of the Closing Date, in form and substance
reasonably acceptable to the Investors and addressing such legal matters as the Investors may reasonably request.


 


(i)No stop order
or suspension of trading shall have been imposed by OTCQB, the SEC or any other governmental or regulatory body with respect to
public trading in the Common Stock.


 


6.2Conditions
to Obligations of the Company. The Company's obligation to sell and issue the Shares and the Warrants at the Closing is subject
to the fulfillment to the satisfaction of the Company on or prior to the Closing Date of the following conditions, any of which
may be waived by the Company:


 


(a)The representations
and warranties made by the Investors in Section 5 hereof, other than the representations and warranties contained in Sections 5.3,
5.4, 5.5, 5.6, 5.7, 5.8 and 5.9 (the “Investment Representations”), shall be true and correct in all material respects
when made, and shall be true and correct in all material respects on the Closing Date with the same force and effect as if they
had been made on and as of said date. The Investment Representations shall be true and correct in all respects when made, and shall
be true and correct in all respects on the Closing Date with the same force and effect as if they had been made on and as of said
date. The Investors shall have performed in all material respects all obligations and covenants herein required to be performed
by them on or prior to the Closing Date.


 


(b)The Investors
shall have executed and delivered the Registration Rights Agreement.


 


(c)The Investors
shall have delivered the Purchase Price to the Company.


 


6.3Termination
of Obligations to Effect Closing; Effects.


 


(a)The obligations
of the Company, on the one hand, and the Investors, on the other hand, to effect the Closing shall terminate as follows:


 


(i)Upon the mutual
written consent of the Company and the Major Investors;


 




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(ii)By the Company
if any of the conditions set forth in Section 6.2 shall have become incapable of fulfillment, and shall not have been waived by
the Company;


 


(iii)By an Investor
(with respect to itself only) if any of the conditions set forth in Section 6.1 shall have become incapable of fulfillment, and
shall not have been waived by the Investor; or


 


(iv)By either the
Company or any Investor (with respect to itself only) if the Closing has not occurred on or prior to June 30, 2015;


 


provided, however, that, except in the
case of clause (i) above, the party seeking to terminate its obligation to effect the Closing shall not then be in breach of any
of its representations, warranties, covenants or agreements contained in this Agreement or the other Transaction Documents if such
breach has resulted in the circumstances giving rise to such party’s seeking to terminate its obligation to effect the Closing.


 


(b)In the event of
termination by the Company or any Investor of its obligations to effect the Closing pursuant to this Section 6.3, written notice
thereof shall forthwith be given to the other Investors by the Company and the other Investors shall have the right to terminate
their obligations to effect the Closing upon written notice to the Company. Nothing in this Section 6.3 shall be deemed to release
any party from any liability for any breach by such party of the terms and provisions of this Agreement or the other Transaction
Documents or to impair the right of any party to compel specific performance by any other party of its obligations under this Agreement
or the other Transaction Documents.


 


7.Covenants
and Agreements of the Company.


 


7.1Reservation
of Common Stock. The Company shall at all times reserve and keep available out of its authorized but unissued shares of Common
Stock, solely for the purpose of providing for the exercise of the Warrants, such number of shares of Common Stock as shall from
time to time equal the number of shares sufficient to permit the exercise of the Warrants issued pursuant to this Agreement in
accordance with their respective terms, and on a cash basis.


 


7.2Reports.
The Company will furnish to the Investors and/or their assignees such information relating to the Company and its Subsidiaries
as from time to time may reasonably be requested by the Investors and/or their assignees; provided, however, that the Company shall
not disclose material nonpublic information to the Investors, or to advisors to or representatives of the Investors, unless prior
to disclosure of such information the Company identifies such information as being material nonpublic information and provides
the Investors, such advisors and representatives with the opportunity to accept or refuse to accept such material nonpublic information
for review and any Investor wishing to obtain such information enters into an appropriate confidentiality agreement with the Company
with respect thereto.


 




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7.3No Conflicting
Agreements. The Company will not take any action, enter into any agreement or make any commitment that would conflict or interfere
in any material respect with the Company’s obligations to the Investors under the Transaction Documents.


 


7.4Insurance.
The Company shall not materially reduce the insurance coverages described in Section 4.19.


 


7.5Compliance
with Laws. The Company will comply in all material respects with all applicable laws, rules, regulations, orders and decrees
of all governmental authorities.


 


7.6Listing of
Underlying Shares and Related Matters. Promptly following the date hereof, the Company shall take all necessary action to cause
the Shares and the Warrant Shares to be included for quotation on the OTCQB no later than the Closing Date. Further, if the Company
applies to have its Common Stock or other securities traded on any other stock exchange or market, it shall include in such application
the Shares and the Warrant Shares and will take such other action as is necessary to cause such Common Stock to be so listed. The
Company will use commercially reasonable efforts to continue the public listing and trading of its Common Stock and, in accordance,
therewith, will use commercially reasonable efforts to comply in all respects with the Company’s reporting, filing and other
obligations under the bylaws or rules of such market or exchange as the Common Stock is then listed or quoted, as applicable.


 


7.7Termination
of Covenants. The provisions of Section 7.2 shall terminate and be of no further force and effect on the date on which the
Company’s obligations under the Registration Rights Agreement to register or maintain the effectiveness of any registration
covering the Registrable Securities (as such term is defined in the Registration Rights Agreement) shall terminate.


 




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7.8Removal of
Legends. In connection with any sale or disposition of the Securities by an Investor pursuant to Rule 144 or pursuant to any
other exemption under the 1933 Act such that the purchaser acquires freely tradable shares and upon compliance by the Investor
with the requirements of this Agreement, the Company shall or, in the case of Common Stock, shall cause the transfer agent for
the Common Stock (the “Transfer Agent”) to issue replacement certificates without restrictive legends. In addition,
upon the earlier of (i) the effectiveness of the registration for resale pursuant to the Registration Rights Agreement or (ii)
the Shares becoming freely tradable by a non-affiliate pursuant to Rule 144, the Company shall (A) deliver to the Transfer Agent
irrevocable instructions that the Transfer Agent shall reissue a certificate without legends upon receipt by such Transfer Agent
of the legended certificates for such shares, together with, solely with respect to a request to remove restrictive legends pursuant
to Rule 144, customary representations by the Investor that the requisite holding period under Rule 144 with respect to the shares
of Common Stock represented thereby has been met and that the Investor is not, and has not been, an Affiliate of the Company within
a the ninety day period preceding the proposed legend removal date, and (B) cause its counsel to deliver to the Transfer Agent
an opinion with respect to the Shares, and with respect to the shares of Common Stock issued or issuable pursuant to the Warrants,
held by the requesting Investor to the effect that the removal of such legends on such Shares and shares of Common Stock in such
circumstances may be effected under the 1933 Act. The Investor agrees to deliver the representations under clause (ii) of the foregoing
sentence in form and substance reasonably requested by counsel to the Company. In addition, upon the reasonable request of the
Company, the Investor will represent that it has, or will comply with, the prospectus delivery requirements (including any exemptions
therefrom) for the sale of the Shares and shares of Common Stock issuable pursuant to the Warrants under the Registration Statement,
if applicable. From and after the earlier of such dates, upon an Investor’s written request, the Company shall promptly cause
certificates evidencing the Investor’s Securities to be replaced with certificates which do not bear such restrictive legends,
and Warrant Shares subsequently issued upon due exercise of the Warrants shall not bear such restrictive legends provided the provisions
of either clause (i) or clause (ii) above, as applicable, are satisfied with respect to such Warrant Shares. When the Company is
required to cause an unlegended certificate to replace a previously issued legended certificate, if: (1) the unlegended certificate
is not delivered to an Investor within three (3) Trading Days (as defined in the Registration Rights Agreement) of submission by
that Investor of a legended certificate and supporting documentation to the Transfer Agent as provided above and (2) prior to the
time such unlegended certificate is received by the Investor, the Investor, or any third party on behalf of such Investor or for
the Investor’s account, purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction
of a sale by the Investor of shares represented by such certificate (a “Buy-In”), then the Company shall pay in cash
to the Investor (for costs incurred either directly by such Investor or on behalf of a third party) the amount by which the total
purchase price paid for Common Stock as a result of the Buy-In (including brokerage commissions, if any) exceeds the proceeds received
by such Investor as a result of the sale to which such Buy-In relates. The Investor shall provide the Company written notice indicating
the amounts payable to the Investor in respect of the Buy-In.


 




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7.9Subsequent
Equity Sales; Registration Statements.


 


(a)From the date
hereof until one hundred and eighty (180) days after the first Effective Date (as defined in the Registration Rights Agreement)
whereby all Registrable Securities are registered for resale pursuant to an effective registration statement, without the consent
of the Required Investors, neither the Company nor any Subsidiary shall issue shares of Common Stock or Common Stock Equivalents.
Notwithstanding the foregoing, the provisions of this Section 7.9(a) shall not apply to (i) the Warrant Shares, (ii) the issuance
of Common Stock or Common Stock Equivalents upon the conversion or exercise of any securities of the Company or a Subsidiary outstanding
on the date hereof, provided that the terms of such security are not amended after the date hereof to decrease the conversion,
exchange or exercise price, change the term of any such security or increase the Common Stock or Common Stock Equivalents receivable
upon the exercise, conversion or exchange thereof, (iii) the issuance of any Common Stock or Common Stock Equivalents pursuant
to any Company equity incentive plan approved by the Company’s board of directors, as the same may be amended from time to
time, (iv) the issuance of Common Stock or Common Stock Equivalents pursuant to the acquisition of another entity by merger, purchase
of substantially all of such entity’s assets or other reorganization or pursuant to a joint venture agreement, provided that
such issuances are approved by the Company’s board of directors and further provided that any such issuance shall only be
to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner
of an asset in a business synergistic with the business of the Company and shall be intended to provide to the Company substantial
additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing
securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities, (v)
the issuance of Common Stock or Common Stock Equivalents to banks, equipment lessors or other financial institutions, or to real
property lessors, pursuant to a debt financing in connection with equipment leasing or real property leasing transaction approved
by the Company’s board of directors, or (vi) the issuance of securities by Exosome Sciences, Inc., a Nevada corporation,
for fund-raising purposes (collectively, the “Excluded Securities”). In addition, the Company may not file a “shelf
registration” for the purpose of future issuances of securities during the time frame set forth in the first sentence of
this paragraph. In the event the Company’s Common Stock, the Shares and Warrant Shares are not listed for trading on the
Nasdaq Capital Market within ten (10) days after the Closing Date, then the time periods set forth in Section 7.9(a)(i) and (ii)
shall be extended until the later of such date as stated above or until nine (9) months after such listing is obtained.


 


(b)From the date
hereof until such time as no Major Investor holds any unexercised Warrants, the Company will not, without the consent of the Required
Investors, enter into any Equity Line of Credit or similar agreement nor issue floating or Variable Priced Equity Linked Instruments
nor any of the foregoing or equity with price reset rights (subject to adjustment for stock splits, distributions, dividends, recapitalizations
and the like) (collectively, the “Variable Rate Transaction”).  For purposes hereof, “Equity Line of Credit”
shall include any transaction involving a written agreement between the Company and an investor or underwriter whereby the Company
has the right to “put” its securities to the investor or underwriter over an agreed period of time and at an agreed
price or price formula, and “Variable Priced Equity Linked Instruments” shall include: (A) any debt or equity securities
which are convertible into, exercisable or exchangeable for, or carry the right to receive additional shares of Common Stock either
(1) at any conversion, exercise or exchange rate or other price that is based upon and/or varies with the trading prices of or
quotations for Common Stock at any time after the initial issuance of such debt or equity security, or (2) with a fixed conversion,
exercise or exchange price that is subject to being reset at some future date at any time after the initial issuance of such debt
or equity security due to a change in the market price of the Company’s Common Stock since date of initial issuance, and
(B) any amortizing convertible security which amortizes prior to its maturity date, where the Company is required or has the option
to (or any investor in such transaction has the option to require the Company to) make such amortization payments in shares of
Common Stock which are valued at a price that is based upon and/or varies with the trading prices of or quotations for Common Stock
at any time after the initial issuance of such debt or equity security (whether or not such payments in stock are subject to certain
equity conditions).  For purposes of determining the total consideration for a convertible instrument (including a right to
purchase equity of the Company) issued, subject to an original issue or similar discount or which principal amount is directly
or indirectly increased after issuance, the consideration will be deemed to be the actual net cash amount received by the Company
in consideration of the original issuance of such convertible instrument. The restrictions contained in this Section 7.9(b) shall
not apply in connection with the issuance of any Excluded Securities. For the avoidance of doubt, the issuance of a security which
is subject to anti-dilution protections where the conversion, exercise or exchange price is subject to adjustment as a result of
stock splits, reverse stock splits and other similar recapitalization or reclassification events, shall not be deemed to be a “Variable
Rate Transaction.”


 




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(c)The Company shall
not, and shall use its commercially reasonable efforts to ensure that no Affiliate of the Company shall, sell, offer for sale or
solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the 1933 Act) that will be
integrated with the offer or sale of the Securities in a manner that would require the registration under the 1933 Act of the sale
of the Securities to the Investors, or that will be integrated with the offer or sale of the Securities for purposes of the rules
and regulations of any trading market such that it would require stockholder approval prior to the closing of such other transaction
unless stockholder approval is obtained before the closing of such subsequent transaction.


 


(d)The Company shall
not, from the date hereof until one hundred and eighty (180) days after the first Effective Date upon which all Registrable Securities
are registered for resale pursuant to an effective registration statement, absent the prior written consent of the Required Investors,
prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under
the 1933 Act of any of its equity securities, other than any registration statement or post-effective amendment to a registration
statement (or supplement thereto) (i) relating to the Company’s employee benefit plans registered on Form S-8, (ii) in connection
with an acquisition, on Form S-4, or (iii) relating to the Registration Statement on Form S-1 (and any amendments thereto) filed
by the Company on December 31, 2014.


 


(e)From the date
hereof until the earlier of (i) the two-year anniversary of the Closing Date and (ii) the date upon which the Major Investors hold
20% or less of the Securities purchased hereunder, the Company shall be prohibited from effecting or entering into any transaction
without the consent of the Required Investors, for the issuance of Common Stock or Common Stock Equivalents at a per share price
of Common Stock less than the per Share price paid hereunder, subject to adjustment for stock splits, dividends, distributions
and similar events. The restrictions contained in this Section 7.9(e) shall not apply in connection with the issuance of any Excluded
Securities.


 


7.10Equal Treatment
of Investors. No consideration shall be offered or paid to any Person to amend or consent to a waiver or modification of any
provision of any of the Transaction Documents unless the same consideration is also offered to all of the parties to the Transaction
Documents to which such provision is applicable. For clarification purposes, this provision constitutes a separate right granted
to each Investor by the Company and negotiated separately by each Investor, and is intended for the Company to treat the Investors
as a class and shall not in any way be construed as the Investors acting in concert or as a group with respect to the purchase,
disposition or voting of Securities or otherwise.


 


7.11Reporting
Status. Until the date that no Warrants remain outstanding (the “Reporting Period”), the Company shall timely
file all reports required to be filed with the SEC pursuant to the 1934 Act, and the Company shall not terminate its status as
an issuer required to file reports under the 1934 Act even if the 1934 Act or the rule and regulations thereunder would no longer
require or otherwise permit such termination.




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7.12Financial
Information. The Company agrees to send the following to each Major Investor during the Reporting Period (i) unless the following
are filed with the SEC through EDGAR and are available to the public through the EDGAR system, within one (1) Business Day after
the filing thereof with the SEC, a copy of its Annual Reports on Form 10-K, any Quarterly Reports on Form 10-Q, any Current Reports
on Form 8-K (or any analogous reports under the 1934 Act) and any registration statements (other than on Form S-8) or amendments
filed pursuant to the 1933 Act, (ii) unless the following are filed with the SEC through EDGAR and are available to the public
through the EDGAR system or posted to the Company’s website, on the same day as the release thereof, facsimile or e-mailed
copies of all press releases issued by the Company or any of its Subsidiaries, and (iii) copies of any notices and other information
made available or given to the shareholders of the Company generally, contemporaneously with the making available or giving thereof
to the shareholders.


 


7.13Public Information.
At any time during the period commencing from the six (6) month anniversary of the Closing Date and ending at such time that all
of the Securities, if a registration statement is not available for the resale of all of the Securities, may be sold without restriction
or limitation pursuant to Rule 144 and without the requirement to be in compliance with Rule 144(c)(1), if the Company shall (i)
fail for any reason to satisfy the requirements of Rule 144(c)(1), including, without limitation, the failure to satisfy the current
public information requirement under Rule 144(c) or (ii) if the Company has ever been an issuer described in Rule 144(i)(1)(i)
or becomes such an issuer in the future, and the Company shall fail to satisfy any condition set forth in Rule 144(i)(2) (a "Public
Information Failure") then, as partial relief for the damages to any Investors that still holds Securities by reason of any
such delay in or reduction of its ability to sell the Securities (which remedy shall not be exclusive of any other remedies available
at law or in equity), the Company shall pay to each such holder an amount in cash equal to two percent (2.0%) of the aggregate
Purchase Price on the day of a Public Information Failure and on every thirtieth day (pro-rated for periods totaling less than
thirty days) thereafter until the earlier of (i) the date such Public Information Failure is cured and (ii) such time that such
public information is no longer required pursuant to Rule 144. The payments to which an Investor shall be entitled pursuant to
this Section 7.13 are referred to herein as "Public Information Failure Payments." Public Information Failure Payments
shall be paid on the earlier of (I) the last day of the calendar month during which such Public Information Failure Payments are
incurred and (II) the third Business Day after the event or failure giving rise to the Public Information Failure Payments
is cured. In the event the Company fails to make Public Information Failure Payments in a timely manner, such Public Information
Failure Payments shall bear interest at the rate of 1.5% per month (prorated for partial months) until paid in full.


 


7.14Right of Participation.


 


 (a) For the purposes of this Section 7.14, the following definitions shall apply.




 


(i) "Convertible
Securities" means any stock or securities (other than Options) convertible into or exercisable or exchangeable for shares
of Common Stock.


 


(ii)"Options"
means any rights, warrants or options to subscribe for or purchase Common Stock or Convertible Securities.


 


(iii)"Common
Stock Equivalents" means, collectively, Options and Convertible Securities.


 




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(iv)“Subsequent
Placement” means any offer, sale, grant or any option to purchase or other disposition of any of its or its Subsidiaries'
debt, equity or equity equivalent securities, including without limitation any debt, preferred stock or other instrument or security
that is, at any time during its life and under any circumstances, convertible into or exchangeable or exercisable for Common Stock
or Common Stock Equivalents.


 


(b)From the Closing
Date until the two year anniversary of the Closing Date, the Company will not, directly or indirectly, effect any Subsequent Placement
unless the Company shall have first complied with this Section 7.14(b).


 


(i)The Company
shall deliver to each Major Investor an irrevocable written notice (the "Offer Notice") of any proposed or intended issuance
or sale or exchange (the "Offer") of the securities being offered (the "Offered Securities") in a Subsequent
Placement, which Offer Notice shall (w) identify and describe the Offered Securities, (x) describe the price and other terms upon
which they are to be issued, sold or exchanged, and the number or amount of the Offered Securities to be issued, sold or exchanged,
(y) identify the persons or entities (if known) to which or with which the Offered Securities are to be offered, issued, sold or
exchanged and (z) offer to issue and sell to or exchange with such Major Investors at least seventy percent (70%) of the Offered
Securities, allocated among such Major Investors (a) based on such Major Investor’s pro rata portion of the number of shares
of Common Stock purchased hereunder by Major Investors (the "Basic Amount"), and (b) with respect to each Major Investor
that elects to purchase its Basic Amount, any additional portion of the Offered Securities attributable to the Basic Amounts of
other Major Investors as such Major Investor shall indicate it will purchase or acquire should the other Major Investors subscribe
for less than their Basic Amounts (the “Undersubscription Amount”), which process shall be repeated until the Major
Investors shall have an opportunity to subscribe for any remaining Undersubscription Amount.


 


(ii)To accept an
Offer, in whole or in part, such Major Investor must deliver a written notice to the Company prior to the end of the fifth (5th)
Business Day after such Major Investor's receipt of the Offer Notice (the "Offer Period"), setting forth the portion
of such Major Investor's Basic Amount that such Major Investor elects to purchase and, if such Major Investor shall elect to purchase
all of its Basic Amount, the Undersubscription Amount, if any, that such Major Investor elects to purchase (in either case, the
"Notice of Acceptance"). If the Basic Amounts subscribed for by all Major Investors are less than the total of all of
the Basic Amounts, then each Major Investor who has set forth an Undersubscription Amount in its Notice of Acceptance shall be
entitled to purchase, in addition to the Basic Amounts subscribed for, the Undersubscription Amounts subscribed for; provided,
however, that if the Undersubscription Amounts subscribed for exceed the difference between the total of all of the Basic Amounts
and the Basic Amounts subscribed for (the “Available Undersubscription Amount”), each Major Investor who has subscribed
for any Undersubscription Amount shall be entitled to purchase only that portion of the Available Undersubscription Amount as the
Basic Amount of such Major Investor bears to the total Basic Amounts of all Major Investors that have subscribed for Undersubscription
Amounts, subject to rounding by the Company to the extent it deems reasonably necessary. Notwithstanding anything to the contrary
contained herein, if the Company desires to modify or amend the terms and conditions of the Offer prior to the expiration of the
Offer Period, the Company may deliver to the Major Investors a new Offer Notice and the Offer Period shall expire on the fifth
(5th) Business Day after such Investor's receipt of such new Offer Notice.


 




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(iii)The Company
shall have twenty (20) Business Days from the expiration of the Offer Period above to offer, issue, sell or exchange all or any
part of such Offered Securities as to which a Notice of Acceptance has not been given by the Major Investors (the "Refused
Securities") pursuant to a definitive agreement (the "Subsequent Placement Agreement") but only to the offerees
described in the Offer Notice (if so described therein) and only upon terms and conditions (including, without limitation, unit
prices and interest rates) that are not more favorable to the acquiring Person or Persons or less favorable to the Company than
those set forth in the Offer Notice and (ii) to publicly announce (a) the execution of such Subsequent Placement Agreement, and
(b) either (x) the consummation of the transactions contemplated by such Subsequent Placement Agreement or (y) the termination
of such Subsequent Placement Agreement, which shall be filed with the SEC on a Current Report on Form 8-K with such Subsequent
Placement Agreement and any documents contemplated therein filed as exhibits thereto.


 


(iv)In the event
the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and on the terms specified
in Section 7.14(b)(iii) above), then each Major Investor may, at its sole option and in its sole discretion, reduce the number
or amount of the Offered Securities specified in its Notice of Acceptance to an amount that shall be not less than the number or
amount of the Offered Securities that such Major Investor elected to purchase pursuant to Section 7.14(b)(ii) above multiplied
by a fraction, (i) the numerator of which shall be the number or amount of Offered Securities the Company actually proposes to
issue, sell or exchange (including Offered Securities to be issued or sold to Major Investors pursuant to Section 7.14(b)(iii)
above prior to such reduction) and (ii) the denominator of which shall be the original amount of the Offered Securities. In the
event that any Major Investor so elects to reduce the number or amount of Offered Securities specified in its Notice of Acceptance,
the Company may not issue, sell or exchange more than the reduced number or amount of the Offered Securities unless and until such
securities have again been offered to the Major Investors in accordance with Section 7.14(b)(i) above.


 


(v)Upon the closing
of the issuance, sale or exchange of all or less than all of the Refused Securities, the Major Investors shall acquire from the
Company, and the Company shall issue to the Major Investors, the number or amount of Offered Securities specified in the Notices
of Acceptance, as reduced pursuant to Section 7.14(b)(iv) above if the Major Investors have so elected, upon the terms and conditions
specified in the Offer. The purchase by the Major Investors of any Offered Securities is subject in all cases to the preparation,
execution and delivery by the Company and the Major Investors of a purchase agreement relating to such Offered Securities reasonably
satisfactory in form and substance to the Major Investors and their counsel.


 




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(vi)Any Offered
Securities not acquired by the Major Investors or other persons in accordance with Section 7.14(b)(iii) above may not be issued,
sold or exchanged until they are again offered to the Major Investors under the procedures specified in this Agreement.


 


(vii)The Company
and the Major Investors agree that if any Major Investor elects to participate in the Offer, (x) neither the Subsequent Placement
Agreement with respect to such Offer nor any other transaction documents related thereto (collectively, the "Subsequent Placement
Documents") shall include any term or provisions whereby any Major Investor shall be required to agree to any restrictions
in trading as to any securities of the Company owned by such Major Investor prior to such Subsequent Placement, and (y) any registration
rights set forth in such Subsequent Placement Documents shall be similar in all material respects to the registration rights contained
in the Registration Rights Agreement.


 


(viii)Notwithstanding
anything to the contrary in this Section 7.14 and unless otherwise agreed to by the Major Investors, the Company shall either confirm
in writing to the Major Investors that the transaction with respect to the Subsequent Placement has been abandoned or shall publicly
disclose its intention to issue the Offered Securities, in either case in such a manner such that the Major Investors will not
be in possession of material non-public information, by the fifth (5th) Business Day following delivery of the Offer Notice. If
by the fifth (5th) Business Day following delivery of the Offer Notice no public disclosure regarding a transaction with respect
to the Offered Securities has been made, and no notice regarding the abandonment of such transaction has been received by the Major
Investors, such transaction shall be deemed to have been abandoned and the Major Investors shall not be deemed to be in possession
of any material, non-public information with respect to the Company. Should the Company decide to pursue such transaction with
respect to the Offered Securities, the Company shall provide the Major Investors with another Offer Notice and the Major Investors
will again have the right of participation set forth in this Section 7.14. The Company shall not be permitted to deliver more than
one such Offer Notice to the Major Investors in any 60 day period.


 


The restrictions contained
in this Section 7.14(b) shall not apply in connection with the issuance of any Excluded Securities.


 


(c)The Company shall
not effect any exercise of the rights granted in this Section 7.14 of this Agreement by the Lead Investor, and the Lead Investor
shall not have the right to exercise any portion of such rights granted in this Section 7.14 to the extent that after giving effect
to such exercise, the Lead Investor (together with the Lead Investor’s Affiliates, and any other Persons acting as a group
together with the Lead Investor or any of the Lead Investor’s Affiliates), would beneficially own in excess of the Maximum
Percentage (as defined in the Warrant), applied in the manner set forth in the Warrant.


 




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7.15Transfer Agent
Instructions. The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, in
the form of Exhibit C attached hereto (the "Irrevocable Transfer Agent Instructions") to issue certificates or
credit shares to the applicable balance accounts at DTC, registered in the name of each Investor or its respective nominee(s),
for the Warrant Shares issued at the Closing or pursuant to the terms of the Warrants in such amounts as specified from time to
time by each Investor to the Company upon exercise of the Warrants. The Company warrants that no instruction other than the Irrevocable
Transfer Agent Instructions referred to in this Section 5(b), and stop transfer instructions to give effect to Section 5.7 hereof,
will be given by the Company to its transfer agent, and that the Securities shall otherwise be freely transferable on the books
and records of the Company as and to the extent provided in this Agreement and the other Transaction Documents, and to the extent
permitted by law. If an Investor effects a sale, assignment or transfer of the Securities in accordance with Section 5.7, the Company
shall permit the transfer and shall promptly instruct its transfer agent to issue one or more certificates or credit shares to
the applicable balance accounts at DTC in such name and in such denominations as specified by such Investor to effect such sale,
transfer or assignment. In the event that such sale, assignment or transfer involves the Warrant Shares sold, assigned or transferred
pursuant to an effective registration statement or pursuant to Rule 144, the transfer agent shall issue such Securities to the
Investor, assignee or transferee, as the case may be, without any restrictive legend. The Company acknowledges that a breach by
it of its obligations hereunder will cause irreparable harm to an Investor. Accordingly, the Company acknowledges that the remedy
at law for a breach of its obligations under this Section 7.15 will be inadequate and agrees, in the event of a breach or threatened
breach by the Company of the provisions of this Section 7.15, that an Investor shall be entitled, in addition to all other available
remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity
of showing economic loss and without any bond or other security being required.


 


7.16Pledged Securities.
The Company acknowledges and agrees that an Investor may from time to time pledge pursuant to a bona fide margin agreement with
a registered broker-dealer or grant a security interest in some or all of the Securities to a financial institution that is an
“accredited investor” as defined in Rule 501(a) under the Securities Act and who agrees to be bound by the provisions
of this Agreement and, if required under the terms of such arrangement, such Investor may transfer pledge or secure Securities
to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company and no legal opinion
of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall be
required of such pledge. At such Investor’s expense, the Company will execute and deliver such reasonable documentation as
a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the Securities, including,
if the Securities are subject to registration pursuant to a registration statement, the preparation and filing of any required
prospectus supplement under Rule 424(b)(3) under the Securities Act or other applicable provision of the Securities Act to appropriately
amend the list of selling stockholders thereunder.


 


7.17DTC Program.
At all times that Warrants are outstanding, the Company shall employ as the transfer agent for the Common Stock and Warrant Shares
a participant in the Depository Trust Company Automated Securities Transfer Program and cause the Common Stock to be transferable
pursuant to such program.


 


 






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 8. Survival and Indemnification.




 


8.1 Survival.
The representations, warranties, covenants and agreements contained in this Agreement shall survive the Closing of the transactions
contemplated by this Agreement.


 


8.2 Indemnification.
The Company agrees to indemnify and hold harmless each Investor and its Affiliates and their respective directors, officers, trustees,
members, managers, employees and agents, and their respective successors and assigns (each, an “Indemnitee” and collectively,
the “Indemnitees”), from and against any and all actions, causes of action, suits, claims, losses, costs, penalties,
fees, liabilities and damages, and expenses (including without limitation reasonable attorney fees and disbursements and other
expenses incurred in connection with investigating, preparing or defending any action, claim or proceeding, pending or threatened
and the costs of enforcement thereof) to which such Person may become subject as a result of (a) any breach of representation,
warranty, covenant or agreement made by or to be performed on the part of the Company under the Transaction Documents or (b) any
cause of action, suit or claim brought or made against any Indemnitee by a third party (including for these purposes a derivative
action brought on behalf of the Company) and arising out of or resulting from (i) the execution, delivery, performance or enforcement
of the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, (ii) any transaction
financed or to be financed in whole or in part, directly or indirectly, with the proceeds of the issuance of the Securities, (iii)
any disclosure made by such Investor pursuant to Section 7.12 or Section 7.13, or (iv) the status of such Investor or holder of
the Securities as an investor in the Company pursuant to the transactions contemplated by the Transaction Documents, and will reimburse
any such Person for all such amounts as they are incurred by such Person.


 


8.3 Conduct of Indemnification
Proceedings. Any person entitled to indemnification hereunder shall (i) give prompt notice to the indemnifying
party of any claim with respect to which it seeks indemnification and (ii) permit such indemnifying party to assume the defense
of such claim with counsel reasonably satisfactory to the indemnified party; provided that any person entitled to indemnification
hereunder shall have the right to employ separate counsel and to participate in the defense of such claim, but the fees and expenses
of such counsel shall be at the expense of such person unless (a) the indemnifying party has agreed to pay such fees or expenses,
or (b) the indemnifying party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory
to such person or (c) in the reasonable judgment of any such person, based upon written advice of its counsel, a conflict of interest
exists between such person and the indemnifying party with respect to such claims (in which case, if the person notifies the indemnifying
party in writing that such person elects to employ separate counsel at the expense of the indemnifying party, the indemnifying
party shall not have the right to assume the defense of such claim on behalf of such person); and provided, further,
that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations
hereunder, except to the extent that such failure to give notice shall materially adversely affect the indemnifying party in the
defense of any such claim or litigation. It is understood that the indemnifying party shall not, in connection with any proceeding
in the same jurisdiction, be liable for fees or expenses of more than one separate firm of attorneys at any time for all such indemnified
parties. No indemnifying party will, except with the consent of the indemnified party, consent to entry of any judgment or enter
into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified
party of a release from all liability in respect of such claim or litigation.


 




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9.Miscellaneous.


 


9.1Successors
and Assigns. This Agreement may not be assigned by a party hereto without the prior written consent of the Company or the Major
Investors, as applicable, provided, however, that an Investor may assign its rights and delegate its duties hereunder in whole
or in part to an Affiliate or to a third party acquiring some or all of its Securities in a transaction complying with applicable
securities laws without the prior written consent of the Company or the Major Investors. The provisions of this Agreement shall
inure to the benefit of and be binding upon the respective permitted successors and assigns of the parties. Without limiting the
generality of the foregoing, in the event that the Company is a party to a merger, consolidation, share exchange or similar business
combination transaction in which the Common Stock is converted into the equity securities of another Person, from and after the
effective time of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed the obligations
of the Company hereunder, the term “Company” shall be deemed to refer to such Person and the term “Shares”
shall be deemed to refer to the securities received by the Investors in connection with such transaction. Nothing in this Agreement,
express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns
any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.


 


9.2Counterparts;
Faxes. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one
and the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other
party, it being understood that the parties need not sign the same counterpart. In the event that any signature is delivered by
facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and
binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if
such facsimile or “.pdf” signature page were an original thereof.


 


9.3Titles and
Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing
or interpreting this Agreement.


 


9.4Notices.
Unless otherwise provided, any notice required or permitted under this Agreement shall be given in writing and shall be deemed
effectively given as hereinafter described (i) if given by personal delivery, then such notice shall be deemed given upon such
delivery, (ii) if given by facsimile or electronic mail, then such notice shall be deemed given upon receipt of confirmation of
complete transmittal, (iii) if given by mail, then such notice shall be deemed given upon the earlier of (A) receipt of such notice
by the recipient or (B) three days after such notice is deposited in first class mail, postage prepaid, and (iv) if given by an
internationally recognized overnight air courier, then such notice shall be deemed given one Business Day after delivery to such
carrier. All notices shall be addressed to the party to be notified at the address as follows, or at such other address as such
party may designate by ten days’ advance written notice to the other party:


 




    	33



    	 



    

 


If to the Company:


 


Aethlon Medical, Inc.


9635 Granite Ridge Drive, Suite
100


San Diego, CA 92123


Attention: James Frakes, CFO


Fax: 858-272-2738


E-mail: jfrakes@aethlonmedical.com


 


With a copy to:


 


Raines Feldman LLP


9720 Wishire Boulevard, 5th
Floor


Los Angeles, CA 90212


Attention: Jennifer Post


Fax: (310) 499-5922


E-mail: jpost@raineslaw.com


 


If to the Investors:


 


to the addresses set forth on the signature
pages hereto.


 


With a copy to:


 


Grushko & Mittman, P.C.


515 Rockaway Avenue


Valley Stream, NY 11581


Attention: Barbara R. Mittman,
Esq.


Fax: (212) 695-3575


E-mail: barbara@grushkomittman.com


 


9.5Expenses.
At the Closing, the Company has agreed to pay Grushko & Mittman, P.C. for the legal fees in connection with the Closing of
some, but not all, of the Investors in the amount of $20,000 ($7,500 of which has been paid). Except as expressly set forth in
the Transaction Documents and on Schedule 4.21, each party shall pay the fees and expenses of its advisers, counsel, accountants
and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery
and performance of this Agreement. The Company shall reimburse the Major Investors upon demand for all reasonable out-of-pocket
expenses incurred by the Major Investors, including without limitation reimbursement of attorneys’ fees and disbursements,
in connection with any amendment, modification or waiver of this Agreement or the other Transaction Documents. In the event that
legal proceedings are commenced by any party to this Agreement against another party to this Agreement in connection with this
Agreement or the other Transaction Documents, the party or parties which do not prevail in such proceedings shall severally, but
not jointly, pay their pro rata share of the reasonable attorneys’ fees and other reasonable out-of-pocket costs and expenses
incurred by the prevailing party in such proceedings. The Company shall pay all Transfer Agent fees (including, without limitation,
any fees required for same-day processing of any instruction letter delivered by the Company and any conversion or exercise notice
delivered by an Investor), stamp taxes and other taxes and duties levied in connection with the delivery of any Securities to the
Investors.


 


9.6Amendments
and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either
generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company
and the Required Investors. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder
of any Securities purchased under this Agreement at the time outstanding, each future holder of all such Securities, and the Company.


 




    	34



    	 



    

 


9.7Disclosure
of Transactions and Other Material Information. On or before 9:00 a.m., New York City time on June 24, 2015, the Company
shall issue a press release reasonably acceptable to the Required Investors and, on or prior to 4:00 p.m., New York City time,
on June 24, 2015, file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Transaction Documents
in the form required by the 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement
(and all schedules and exhibits to this Agreement), the Form of Warrant and the Registration Rights Agreement, as exhibits to
such filing (including all attachments), the "8-K Filing"). From and after the public release of the Press Release,
no Major Investor shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries
or any of their respective officers, directors, affiliates, employees or agents, that is not disclosed in the Press Release. In
addition, effective upon the public release of the Press Release, the Company acknowledges and agrees that any and all confidentiality
or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their
respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Major Investors or any of their
affiliates, on the other hand, shall terminate. The Company shall not, and shall cause each of its Subsidiaries and its and each
of their respective officers, directors, affiliates, employees and agents, not to, provide any Major Investor with any material,
nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior
written consent of such Major Investor. If a Major Investor has, or believes it has, received any such material, nonpublic information
regarding the Company or any of its Subsidiaries from the Company, any of its Subsidiaries or any of their respective officers,
directors, affiliates, employees or agents, it may provide the Company with written notice thereof. The Company shall, within
two (2) Trading Days of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of
a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors,
affiliates, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, a Major Investor
shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material,
nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers,
directors, affiliates, employees or agents. No Major Investor shall have any liability to the Company, its Subsidiaries, or any
of its or their respective officers, directors, affiliates, employees, shareholders or agents for any such disclosure. To the
extent that the Company delivers any material, non-public information to a Major Investor without such Major Investor's consent,
the Company hereby covenants and agrees that such Major Investor shall not have any duty of confidentiality to the Company, any
of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents with respect to, or a duty
not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries
nor any Major Investor shall issue any press releases or any other public statements with respect to the transactions contemplated
hereby; provided, however, that the Company shall be entitled, without the prior approval of any Investor, to make any press release
or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously
therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Major Investor
shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release).
Except for the Registration Statement required to be filed pursuant to the Registration Rights Agreement, without the prior written
consent of any applicable Investor, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of such
Investor in any filing, announcement, release or otherwise.


 




    	35



    	 



    

 


9.8Severability.
Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof but shall be interpreted
as if it were written so as to be enforceable to the maximum extent permitted by applicable law, and any such prohibition or unenforceability
in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted
by applicable law, the parties hereby waive any provision of law which renders any provision hereof prohibited or unenforceable
in any respect.


 


9.9Entire Agreement.
This Agreement, including the Exhibits and the Disclosure Schedules, and the other Transaction Documents constitute the entire
agreement among the parties hereof with respect to the subject matter hereof and thereof and supersede all prior agreements and
understandings, both oral and written, between the parties with respect to the subject matter hereof and thereof.


 


9.10Further Assurances.
The parties shall execute and deliver all such further instruments and documents and take all such other actions as may reasonably
be required to carry out the transactions contemplated hereby and to evidence the fulfillment of the agreements herein contained.


 


9.11Governing
Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by, and construed in accordance with,
the internal laws of the State of New York without regard to the choice of law principles thereof. Each of the parties hereto irrevocably
submits to the exclusive jurisdiction of the courts of the State of New York located in New York County and the United States District
Court for the Southern District of New York for the purpose of any suit, action, proceeding or judgment relating to or arising
out of this Agreement and the transactions contemplated hereby. Service of process in connection with any such suit, action or
proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices
under this Agreement. Each of the parties hereto irrevocably consents to the jurisdiction of any such court in any such suit, action
or proceeding and to the laying of venue in such court. Each party hereto irrevocably waives any objection to the laying of venue
of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding
brought in any such court has been brought in an inconvenient forum.  EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST
A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS
TO THIS WAIVER.


 


 


 




    	36



    	 



    

 


9.12Independent
Nature of Investors' Obligations and Rights. The obligations of each Investor under any Transaction Document are several and
not joint with the obligations of any other Investor, and no Investor shall be responsible in any way for the performance of the
obligations of any other Investor under any Transaction Document. The decision of each Investor to purchase Securities pursuant
to the Transaction Documents has been made by such Investor independently of any other Investor. Nothing contained herein or in
any Transaction Document, and no action taken by any Investor pursuant thereto, shall be deemed to constitute the Investors as
a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Investors are in any
way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents.
Each Investor acknowledges that no other Investor has acted as agent for such Investor in connection with making its investment
hereunder and that no Investor will be acting as agent of such Investor in connection with monitoring its investment in the Securities
or enforcing its rights under the Transaction Documents. Each Investor shall be entitled to independently protect and enforce its
rights, including, without limitation, the rights arising out of this Agreement or out of the other Transaction Documents, and
it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose. The Company
acknowledges that each of the Investors has been provided with the same Transaction Documents for the purpose of closing a transaction
with multiple Investors and not because it was required or requested to do so by any Investor.


 


9.13No
Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors
and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as otherwise
set forth in Section 4.10.


 


9.14Replacement
of Securities. If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed, the Company
shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation), or
in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory
to the Company of such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances shall
also pay any reasonable third-party costs (including customary indemnity) associated with the issuance of such replacement Securities.


 


 


 




    	37



    	 



    

 


9.15Payment Set
Aside. To the extent that the Company makes a payment or payments to any Investor pursuant to any Transaction Document or an
Investor enforces or exercises its rights thereunder, and such payment or payments or the proceeds of such enforcement or exercise
or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged
by or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other Person under any
law (including, without limitation, any bankruptcy law, state or federal law, common law or equitable cause of action), then to
the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued
in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.


 


9.16Saturdays,
Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or
granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding
Business Day.


 


 


 


 


[signature page follows]


 


 


 


 


 


 


 




    	38



    	 



    

 


IN WITNESS WHEREOF,
the parties have executed this Agreement or caused their duly authorized officers to execute this Agreement as of the date first
above written.


 


	The Company:	AETHLON MEDICAL, INC.	 
	 	 	 
	 	 	 
	 	 	 
	 	By: /s/ James A. Joyce       	 
	 	Name:  James A. Joyce	 
	 	Title:    Chief  Executive Officer	 


 


 


 


 


 


 


 


 


 


Aethlon Medical, Inc. – Securities
Purchase Agreement


 




    	39



    	 



    

 


IN WITNESS WHEREOF,
the parties have executed this Agreement or caused their duly authorized officers to execute this Agreement as of the date first
above written.


 


	 	ALPHA CAPITAL ANSTALT	 
	 	 	 
	 	 	 
	 	 	 
	 	By: /s/ Konrad Ackermann        	 
	 	Name: Konrad Ackermann	 
	 	Title:   Director	 


 





 


 


 


 


 


 


 


 



Aethlon Medical, Inc. – Securities
Purchase Agreement


 




    	40



    	 



    

 


IN WITNESS WHEREOF, the parties have executed
this Agreement or caused their duly authorized officers to execute this Agreement as of the date first above written.


 


	 	OSHER CAPITAL PARTNERS LLC	 
	 	 	 
	 	 	 
	 	 	 
	 	By: /s/ Ari Kluger                          	 
	 	Name:  Ari Kluger	 
	 	Title:    General Partner	 


 


 


 


 


 


 


 







 


 



Aethlon Medical, Inc. – Securities
Purchase Agreement


 






    	41



    	 



    

 


IN WITNESS WHEREOF,
the parties have executed this Agreement or caused their duly authorized officers to execute this Agreement as of the date first
above written.


  


	 	EMPERY ASSET MASTER, LTD.,	 
	 	By: Empery Asset Management, LP, its authorized agent	 
	 	 	 
	 	 	 
	 	 	 
	 	By: /s/ Brett Director                     	 
	 	Name: Brett Director	 
	 	Title:   General Counsel	 


 


 


 


 


 


 


 




    	42



    	 



    

 


IN WITNESS WHEREOF,
the parties have executed this Agreement or caused their duly authorized officers to execute this Agreement as of the date first
above written.


 


	 	EMPERY TAX EFFICIENT, LP,	 
	 	By: Empery Asset Management, LP, its authorized agent	 
	 	 	 
	 	 	 
	 	 	 
	 	By: /s/ Brett Director                   	 
	 	Name: Brett Director	 
	 	Title:   General Counsel	 


 





 


 


 


 


 


 








    	43



    	 



    

 


IN WITNESS WHEREOF,
the parties have executed this Agreement or caused their duly authorized officers to execute this Agreement as of the date first
above written.


 


	 	EMPERY TAX EFFICIENT II, LP,	 
	 	By: Empery Asset Management, LP, its authorized agent	 
	 	 	 
	 	 	 
	 	 	 
	 	By: /s/ Brett Director               	 
	 	Name: Brett Director	 
	 	Title:   General Counsel	 


 


 


 


 



    	44



    	 



    

   


IN WITNESS WHEREOF,
the parties have executed this Agreement or caused their duly authorized officers to execute this Agreement as of the date first
above written.


 


	 	
        LINCOLN PARK CAPITAL FUND, LLC,

        By: Lincoln Park Capital, LLC

        By: Rockledge Capital Corporation
	 
	 	 	 
	 	 	 
	 	 	 
	 	By: /s/ Joshua Scheinfeld               	 
	 	
        Name: Joshua Scheinfeld

        Title: President
	 


 


 


 


 


 


 


 


 




    	45



    	 



    

 


IN WITNESS WHEREOF,
the parties have executed this Agreement or caused their duly authorized officers to execute this Agreement as of the date first
above written.


 


	 	FRONTIER VENTURES, LLC	 
	 	 	 
	 	 	 
	 	 	 
	 	By: /s/ Munish Sood                      	 
	 	
        Name: Munish Sood

        Title: Managing Member
	 


 


 


 


 


 


 




    	46



    	 



    

 


IN WITNESS WHEREOF,
the parties have executed this Agreement or caused their duly authorized officers to execute this Agreement as of the date first
above written.


 


	 	JOSHUA S. BRODKIN	 
	 	 	 
	 	 	 
	 	 	 
	 	 /s/ Joshua S. Brodkin                       	 
	 	Joshua S. Brodkin	 


 


 


 


 


 


 


 




    	47



    	 



    

 


IN WITNESS WHEREOF,
the parties have executed this Agreement or caused their duly authorized officers to execute this Agreement as of the date first
above written.


 


	 	RAJENDRA P. GUPTA	 
	 	 	 
	 	 	 
	 	 	 
	 	 /s/ Rajendra P. Gupta                       	 
	 	Rajendra P. Gupta	 


 


 


 


 


 


 


 


 




    	48



    	 



    

 


IN WITNESS WHEREOF,
the parties have executed this Agreement or caused their duly authorized officers to execute this Agreement as of the date first
above written.


 


	 	GARY KARLIN AND JANE ZAMOST	 
	 	 	 
	 	 	 
	 	 	 
	 	/s/ Gary Karlin, Jane Zamost
    Joint Tenants    	 
	 	Gary Karlin,  Jane Zamos	 


 


 


 


 


 


 


 


 




    	49



    	 



    

 


IN WITNESS WHEREOF,
the parties have executed this Agreement or caused their duly authorized officers to execute this Agreement as of the date first
above written.


 


	 	KEVIN L. KUNKLE	 
	 	 	 
	 	 	 
	 	 	 
	 	/s/ Kevin L. Kunkle                      	 
	 	 Kevin L. Kunkle	 


 


 


 


 


 


 




    	50



    	 



    

 


IN WITNESS WHEREOF,
the parties have executed this Agreement or caused their duly authorized officers to execute this Agreement as of the date first
above written.


 


	 	JAY K. PATEL	 
	 	 	 
	 	 	 
	 	 	 
	 	/s/ Jay K. Patel                      	 
	 	Jay K. Patel


 


 


 


 


 


 


 




    	51



    	 



    

 


IN WITNESS WHEREOF,
the parties have executed this Agreement or caused their duly authorized officers to execute this Agreement as of the date first
above written.


 


	 	ADAM SACKSTEIN, MD	 
	 	 	 
	 	 	 
	 	 	 
	 	/s/ Adam Sackstein            	 
	 	Adam Sackstein	 


 


 


 


 


 


 


 




    	52



    	 



    

 


IN WITNESS WHEREOF,
the parties have executed this Agreement or caused their duly authorized officers to execute this Agreement as of the date first
above written.


 





	 	CHIRAG S. SHAH	 
	 	 	 
	 	 	 
	 	 	 
	 	/s/ Chirag S. Shah                    	 
	 	Chirag S. Shah 


 


 


 


 


 


 


 


 




    	53



    	 



    

 


IN WITNESS WHEREOF,
the parties have executed this Agreement or caused their duly authorized officers to execute this Agreement as of the date first
above written.


 


	 	NIRAV K. SHAH	 
	 	 	 
	 	 	 
	 	 	 
	 	/s/ Nirav K.
    Shah               	 
	 	Nirav K. Shah	 


 


 


 


 


 


 


 


 




    	54



    	 



    

 


IN WITNESS WHEREOF,
the parties have executed this Agreement or caused their duly authorized officers to execute this Agreement as of the date first
above written.


 


	 	SYDNEY TYSON	 
	 	 	 
	 	 	 
	 	 	 
	 	/s/ Sydney Tyson            	 
	 	Sydney Tyson	 


 


:


 


 


 


 




    	55



    	 



    

 


IN WITNESS WHEREOF,
the parties have executed this Agreement or caused their duly authorized officers to execute this Agreement as of the date first
above written.


 


	 	CHRISTOPHER WETZEL	 
	 	 	 
	 	 	 
	 	 	 
	 	/s/ Christopher Wetzel           	 
	 	Christopher Wetze	 


 


 


 


 


 


 




    	56



    	 



    

 


IN WITNESS WHEREOF,
the parties have executed this Agreement or caused their duly authorized officers to execute this Agreement as of the date first
above written.


 


	 	MARSHALL WOLF	 
	 	 	 
	 	 	 
	 	 	 
	 	/s/ Marshall Wolf             	 
	 	Marshall Wolf	 


 


 


 


 


 


 



    	57