Exhibit 10.1


 


AMENDMENT
NO. 2 TO COMMON STOCK SALES AGREEMENT


 


March 30, 2020


 


H.C. Wainwright & Co., LLC


430 Park Avenue


New York, NY 10022


 


Ladies and Gentlemen:


 


Aethlon Medical, Inc.
(the “Company”) and H.C. Wainwright & Co., LLC (“HCW”) are parties to that certain Common
Stock Sales Agreement dated June 28, 2016, as amended on August 5, 2019 (the “Amended Original Agreement”).
All capitalized terms not defined herein shall have the meanings ascribed to them in the Amended Original Agreement. The parties,
intending to be legally bound, hereby amend the Amended Original Agreement as follows:


 


1.           
Reference to the “Registration Statement” in the Amended Original Agreement shall refer to the registration
statement on Form S-3 (File No. 333-237269), originally filed with the Securities and Exchange Commission on March 19, 2020 (as
the same may be amended from time to time, “New Registration Statement”), declared effective by the Securities
and Exchange Commission on March 30, 2020.


 


2.           
All references to “June 28, 2016 (as amended by Amendment No. 1 to Common Stock Sales Agreement, dated August 5, 2019)”
set forth in Schedule 1 and Exhibit 7(m) of the Amended Original Agreement are revised to read “June 28, 2016 (as amended
by Amendment No. 1 to Common Stock Sales Agreement, dated August 5, 2019 and by Amendment No. 2 to Common Stock Sales Agreement,
dated March 30, 2020)”.


 


3.           
Except as specifically set forth herein, all other provisions of the Amended Original Agreement shall remain in full force
and effect.


 


4.           
In connection with this Amendment No. 2 to Common Stock Sales Agreement, the Company shall reimburse HCW for the fees and
expenses of HCW’s counsel, which shall be paid on the date hereof.


 


5.           
Entire Agreement; Amendment; Severability. This Amendment No. 2 to the Amended Original Agreement together with the
Amended Original Agreement (including all schedules and exhibits attached hereto and thereto and Placement Notices issued pursuant
hereto and thereto) constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings,
both written and oral, among the parties hereto with regard to the subject matter hereof. All references in the Amended Original
Agreement to the “Agreement” shall mean the Amended Original Agreement as amended by this Amendment No. 2; provided,
however, that all references to “date of this Agreement” in the Amended Original Agreement shall continue to refer
to the date of the Amended Original Agreement.


 


 


 






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6.           
Applicable Law; Consent to Jurisdiction. This amendment shall be governed by, and construed in accordance with, the
internal laws of the State of New York without regard to the principles of conflicts of laws. Each party hereby irrevocably submits
to the non-exclusive jurisdiction of the state and federal courts sitting in the City of New York, borough of Manhattan, for the
adjudication of any dispute hereunder or in connection with any transaction contemplated hereby, and hereby irrevocably waives,
and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of
any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action
or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served
in any such suit, action or proceeding by mailing a copy thereof (certified or registered mail, return receipt requested) to such
party at the address in effect for notices to it under this amendment and agrees that such service shall constitute good and sufficient
service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process
in any manner permitted by law.


 


7.           
Waiver of Jury Trial. The Company and HCW each hereby irrevocably waives any right it may have to a trial by jury
in respect of any claim based upon or arising out of this amendment or any transaction contemplated hereby.


 


8.           
Counterparts. This amendment may be executed in counterparts, each of which shall be deemed an original, but both
of which together shall constitute one and the same instrument. Delivery of an executed amendment by one party to the other may
be made by facsimile transmission.


 


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If the foregoing correctly
sets forth the understanding among the Company and HCW, please so indicate in the space provided below for that purpose, whereupon
this letter shall constitute a binding amendment to the Amended Original Agreement between the Company and HCW.


 





	 	Very truly yours,
	 	 
	 	AETHLON MEDICAL, INC.
	 	 
	 	 
	 	By: /s/ James B. Frakes                       
	 	Name: James B. Frakes
	 	Title: Chief Financial Officer
	 	 
	 	 
	 	 
	 	H.C. WAINWRIGHT & CO., LLC
	 	 
	 	 
	 	By: /s/ Edward D. Silvera                       
	 	Name: Edward D. Silvera
	 	Title: Chief Operating Officer



 

















 














 


 


 


 


 


 


 


 


 


 


 






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