Exhibit 10.2


 


Rodman & Renshaw


A UNIT OF H.C. WAINWRIGHT & CO.


 





March 15, 2017


 


STRICTLY CONFIDENTIAL


 


Aethlon Medical, Inc.


9635 Granite Ridge Drive, Suite 100


San Diego, California 92123


Attn: James A. Joyce, Chief Executive Officer


 


Dear Mr.
Joyce:


 


This letter agreement (this "Agreement") constitutes
the agreement between Aethlon Medical, Inc. (the "Company" ) and Rodman & Renshaw, a unit of H.C. Wainwright &
Co., LLC ("Rodman"), that Rodman shall serve as the exclusive agent, advisor or underwriter in any offering (each, an
"Offering") of securities of the Company (the ';Securities") during the Term (as hereinafter defined) of this Agreement.
The terms of each Offering and the Securities issued in connection therewith shall be mutually agreed upon by the Company and Rodman
and nothing herein implies that Rodman would have the power or authority to bind the Company and nothing herein implies that the
Company shall have an obligation to issue any Securities. It is understood that Rodman's assistance in an Offering will be subject
to the satisfactory completion of such investigation and inquiry into the affairs of the Company as Rodman deems appropriate under
the circumstances and to the receipt of all internal approvals of Rodman in connection with the transaction. The Company expressly
acknowledges and agrees that Rodman's involvement in an Offering js strictly on a reasonable best efforts basis and that the consummation
of an Offering will be subject to, among other things, market conditions. The execution of this Agreement does not constitute a
commitment by Rodman to purchase the Securities and does not ensure a successful Offering of the Securities or the success of Rodman
with respect to securing any other financing on behalf of the Company. Rodman may retain other brokers, dealers, agents or underwriters
on its behalf in connection with an Offering.


 


A. Compensation: Reimbursement. At
the closing of each Offering (each, a "Closing"), the Company shall compensate Rodman as follows:


 


1. Cash Fee. The Company shall pay
to Rodman a cash fee, or as to an underwritten Offering an underwriter discount, equal to 6.0% of the aggregate gross proceeds
raised in each Offering. However, the Cash Fee shall be reduced to 4.5% for proceeds raised from Alpha Capital Anstalt and Osher
Capital LLC ("Company Investors") up to a total $1.5 million of gross proceeds raised from the "Company Investors".
For further clarity, the Cash Fee will remain 6% for all proceeds in excess of$1.5 million raised from the "Company Investors:


 


 


 


 


 






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2. Warrant
Coverage. The Company shall issue to Rodman or its designees at each Closing, warrants (the "Rodman Warrants" )
to purchase that number of shares of common stock of the Company equal to 3% of the aggregate number of shares of Common Stock
placed in each Offering (and if the Securities are convertible or include a "greenshoe" or "additional investment"
option component, such number of shares of Common Stock underlying such Securities or options, with the warrant issuable upon
conversion of the Securities or the exercise of the option). If the Securities included in an Offering are convertible, the Rodman
Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the then market price of the Common
Stock. The Rodman Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that
such Rodman Warrant shall have an exercise price equal to 125% of the public offering price per share in the applicable Offering.
If ne warrants are issued to investors in an Offering, the Rodman Warrants shall be in a customary form reasonably acceptable
to Rodman, have a term of 5 years and an exercise price equal to 125% of the then market price of the Common Stock.


 


3. Expense
Allowance. Out of the proceeds of each Closing, the Company also agrees to pay Rodman (a) $25,000 for non-accountable expenses
(increased to $50,000 in case of a public Offering); plus (b) up to $50,000 for fees and expenses of legal counsel (increased
to $100,000 in case of a public Offering), plus the additional reimbursable amount payable by the Company pursuant to Section
D.3 below; provided, however, that such reimbursement amount in no way limits or impairs the indemnification and contribution
provisions of this Agreement.


 


4. Tail
Fee. Rodman shall be entitled to compensation under clauses (1) and (2) hereunder, calculated in the manner set forth therein,
with respect to any public or private offering or other financing or capital-raising transaction of any kind ("Tail Financing"
) to the extent that such financing or capital is provided to the Company by investors whom Rodman had contacted during the Tenn,
or introduced, directly or indirectly, to the Company during the Term, if such Tail Financing is consummated at any time within
the 9-month period following the expiration or termination of this Agreement.


 


5. Right
of First Refusal. If, from the date hereof until the 9-month anniversary following consummation of each Offering, the
Company or any of its subsidiaries (a) decides to dispose of or acquire business units or acquire any of its outstanding
securities or make any exchange or tender offer or enter into a merger, consolidation or other business combination or any
recapitalization, reorganization, restructuring or other similar transaction, including, without limitation, an extraordinary
dividend or distributions or a spin-off or split-off, and the Company decides to retain a financial advisor for such
transaction, Rodman (or any affiliate designated by Rodman) shall have the right to act as the Company's exclusive financial
advisor for any such transaction; or (b) decides to finance or refinance any indebtedness using a manager or agent, Rodman
(or any affiliate designated by Rodman) shall have the right to act as lead book-runner, lead manager, lead placement agent
or lead agent with respect to such financing or refinancing; or (c) decides to raise funds by means of a public offering or a
private placement of equity or debt securities using an underwriter or placement agent, Rodman (or any affiliate designated
by Rodman) shaU have the right to act as lead underwriter or lead placement agent for such financing. If Rodman or one of its
affiliates decides to accept any such engagement, the agreement governing such engagement will contain, among other things,
provisions for customary fees for transactions of similar size and nature and the provisions of this Agreement, including
indemnification, which are appropriate to such a transaction. For the avoidance of doubt, At-the-Market offering (so-called
ATM) to be conducted by the Company shall be excluded from the right of first refusal provided to Rodman hereunder.


 


 


 






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B. Term and Termination
of Engagement: Exclusivity. The term of Rodman's exclusive engagement will begin on the date hereof and end thirty (30) days
thereafter (the "Term"). Notwithstanding anything to the contrary contained herein, the Company agrees that the provisions
relating to the payment of fees, reimbursement of expenses, right of first refusal, tail, indemnification and contribution, confidentiality,
conflicts, independent contractor and waiver of the right to trial by jury will survive any termination of this Agreement. Notwithstanding
anything to the contrary contained in this Agreement, in the event that this Agreement shall not be carried out for any reason
whatsoever, during the Term, the Company shall be obligated to pay to Rodman its actual and accountable out-of-pocket expenses
related to an Offering (including the fees and disbursements of Rodman's legal counsel). During Rodman's engagement hereunder:
(i) the Company wi11 not, and will not permit its representatives to, other than in coordination with Rodman, contact or solicit
institutions, corporations or other entities or individuals as potential purchasers of the Securities and (ii) the Company will
not pursue any financing transaction which would be in lieu of a Offering. Furthermore, the Company agrees that during Rodman's
engagement hereunder, all inquiries, whether direct or indirect, from prospective investors will be referred to Rodman and will
be deemed to have been contacted by Rodman in connection with an Offering. Additionally, except as set forth hereunder, the Company
represents, warrants and covenants that no brokerage or finder's fees or commissions are or will be payable by the Company or
any subsidiary of the Company to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank
or other third-party with respect to any Offering.


 


C. Information:
Reliance. The Company shall furnish, or cause to be furnished, to Rodman all information requested by Rodman for the purpose
of rendering services hereunder (all such information being the "Information"). In addition, the Company agrees to make
available to Rodman upon request from time to time the officers, directors, accountants, counsel and other advisors of the Company.
The Company recognizes and confirms that Rodman (a) will use and rely on the information, including any documents provided to
investors in each Offering (the "Offering Documents" which shall include any Purchase Agreements (as defined below)),
and on information available from generally recognized public sources in performing the services contemplated by this Agreement
without having independently verified the same; (b) does not assume responsibility for the accuracy or completeness of the Offering
Documents or the Information and such other information; and (c) will not make an appraisal of any of the assets or liabilities
of the Company. Upon reasonable request, the Company will meet with Rodman or its representatives to discuss all information relevant
for disclosure in the Offering Documents and will cooperate in any investigation undertaken by Rodman thereof, including any document
included or incorporated by reference therein. At each Offering, at the request of Rodman, the Company shall deliver such legal
letters (including, without limitation, negative assurance letter), opinions, comfort letters and officer ' s certificates, all
in form and substance satisfactory to Rodman and its counsel as is customary for such Offering. Rodman shall be a third party
beneficiary of any representations, warranties, covenants and closing conditions made by the Company in any Offering Documents,
including representations, warranties, covenants and closing conditions made to any investor in an Offering.


 


 


 






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D. Related Agreements.
At each Offering, the Company shall enter into the following additional agreements:


 


1. Underwritten
Offering. If an Offering is an underwritten Offering, the Company and Rodman shall enter into a customary underwriting agreement
in form and substance satisfactory to Rodman and its counsel.


 


2. Best
Efforts Offering. If an Offering is on a best efforts basis, the sale of Securities to the investors in the Offering will
be evidenced by a purchase agreement ("Purchase Agreement") between the Company and such investors in a form reasonably
satisfactory to the Company and Rodman. Prior to the signing of any Purchase Agreement, officers of the Company with responsibility
for financial affairs will be available to answer inquiries from prospective investors.


 


3. Escrow
and Settlement. In respect of each Offering, the Company and Rodman shall enter into an escrow agreement with a third party
escrow agent, which may also be Rodman's clearing agent, pursuant to which Rodman's compensation and expenses shall be paid from
the gross proceeds of the Securities sold. If the Offering is settled in whole or in part via delivery versus payment ("DVP"),
Rodman shall arrange for its clearing agent to provide the funds to facilitate such settlement. The Company shall bear the cost
of the escrow agent and shall reimburse Rodman for the actual out-of-pocket cost of such clearing agent settlement and financing,
if any, which cost shall not exceed $10,000.


 


4. FINRA
Amendments. Notwithstanding anything herein to the contrary, in the event that Rodman determines that any of the terms provided
for hereunder shall not comply with a FINRA rule, including but not limited to FINRA Rule 5110, then the Company shall agree to
amend this Agreement (or include such revisions in the final underwriting) in writing upon the request of Rodman to comply with
any such rules; provided that any such amendments shall not provide for terms that are less favorable to the Company than are
reflected in this Agreement.


 


E. Confidentiality.
In the event of the consummation or public announcement of any Offering, Rodman shall have the right to disclose its participation
in such Offering, including, without limitation, the Offering at its cost of "tombstone" advertisements-in financial
and other newspapers and journals.


 


F. Indemnity.


 


1. In connection
with the Company's engagement of Rodman as Offering agent, the Company hereby agrees to indemnify and hold harmless Rodman and
its affiliates, and the respective controlling persons, directors, officers, members, shareholders, agents and employees of any
of the foregoing (collectively the "Indemnified Persons"), from and against any and all claims, actions, suits, proceedings
(including those of shareholders), damages, liabilities and expenses incurred by any of them (including the reasonable fees and
expenses of counsel), as incurred, (collectively a "Claim"), that are related to or arise out of (i) any actions taken
or omitted to be taken (including any untrue statements made or any statements omitted to be made) by the Company, or (ii) any
actions taken or omitted to be taken by any Indemnified Person in connection with the Company's engagement of Rodman, or (8) otherwise
relate to or arise out of Rodman's activities on the Company's behalf under Rodman's engagement, and the Company shall reimburse
any Indemnified Person for all expenses (including the reasonable fees and expenses of counsel) as incurred by such Indemnified
Person in connection with investigating, preparing or defending any such claim, action, suit or proceeding, whether or not in
connection with pending or threatened litigation in which any Indemnified Person is a party. The Company will not, however, be
responsible for any Claim that is finally judicia1ly determined to have resulted from the gross negligence or willful misconduct
of any person seeking indemnification for such Claim. The Company further agrees that no Indemnified Person shall have any liability
to the Company for or in connection with the Company's engagement of Rodman except for any Claim incurred by the Company as a
result of such Indemnified Person's gross negligence or willful misconduct.


 


 


 






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2. The Company
further agrees that it will not, without the prior written consent of Rodman, settle, compromise or consent to the entry of any
judgment in any pending or threatened Claim in respect of which indemnification may be sought hereunder (whether or not any Indemnified
Person is an actual or potential party to such Claim), unless such settlement, compromise or consent includes an unconditional,
irrevocable release of each Indemnified Person from any and all liability arising out of such Claim.


 


3. Promptly
upon receipt by an Indemnified Person of notice of any complaint or the assertion or institution of any Claim with respect to
which indemnification is being sought hereunder, such Indemnified Person shall notify the Company in writing of such complaint
or of such assertion or institution but failure to so notify the Company shall not relieve the Company from any obligation it
may have hereunder, except and only to the extent such failure results in the forfeiture by the Company of substantial rights
and defenses. If the Company so elects or is requested by such Indemnified Person, the Company will assume the defense of such
Claim, including the employment of counsel reasonably satisfactory to such Indemnified Person and the payment of the fees and
expenses of such counsel. In the event, however, that legal counsel to such Indemnified Person reasonably determines that having
common counsel would present such counsel with a conflict of interest or if the defendant in, or target of, any such Claim, includes
an Indemnified Person and the Company, and legal counsel to such Indemnified Person reasonably concludes that there may be legal
defenses available to it or other Indemnified Persons different from or in addition to those available to the Company, then such
Indemnified Person may employ its own separate counsel to represent or defend him, her or it in any such Claim and the Company
shall pay the reasonable fees and expenses of such counsel. Notwithstanding anything herein to the contrary, if the Company fails
timely or diligently to defend, contest, or otherwise protect against any Claim, the relevant Indemnified Party shall have the
right, but not the obligation, to defend, contest, compromise, settle, assert crossclaims, or counterclaims or otherwise protect
against the same, and shall be fully indemnified by the Company therefor, including without limitation, for the reasonable fees
and expenses of its counsel and all amounts paid as a result to such claim or the compromise or settlement thereof. In addition,
with respect to any Claim m which the Company assumes the defense, the Indemnified Person shall have the right to participate
in such Claim and to retain his, her or its own counsel therefor at his, her or its own expense.


 


4. The Company
agrees that if any indemnity sought by an Indemnified Person hereunder is held by a court to be unavailable for any reason then
(whether or not Rodman is the Indemnified Person), the Company and Rodman shall contribute to the Claim for which such indemnity
is held unavailable in such proportion as is appropriate to reflect the relative benefits to the Company, on the one hand, and
Rodman on the other, in connection with Rodman's engagement referred to above, subject to the limitation that in no event shall
the amount of Rodman's contribution to such Claim exceed the amount of fees actually received by Rodman from the Company pursuant
to Rodman's engagement. The Company hereby agrees that the relative benefits to the Company, on the one hand, and Rodman on the
other, with respect to Rodman's engagement shall be deemed to be in the same proportion as (a) the total value paid or proposed
to be paid or received by the Company pursuant to the applicable Offering (whether or not consummated) for which Rodman is engaged
to render services bears to (b) the fee paid or proposed to be paid to Rodman in connection with such engagement.


 


5. The
Company's indemnity, reimbursement and contribution obligations under this Agreement (a) shall be in addition to, and shall
in no way limit or otherwise adversely affect any rights that any Indemnified Party may have at law or at equity and (b)
shall be effective whether or not the Company is at fault in any way.


 


G. Limitation of
Engagement to the Company. The Company acknowledges that Rodman has been retained only by the Company, that Rodman is providing
services hereunder as an independent contractor (and not in any fiduciary or agency capacity) and that the Company's engagement
of Rodman is not deemed to be on behalf of, and is not intended to confer rights upon, any shareholder, owner or partner of the
Company or any other person not a party hereto as against Rodman or any of its affiliates, or any of its or their respective officers,
directors, controlling persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act")), employees or agents. Unless otherwise expressly agreed in writing by
Rodman, no one other than the Company is authorized to rely upon this Agreement or any other statements or conduct of Rodman,
and no one other than the Company is intended to be a beneficiary of this Agreement. The Company acknowledges that any recommendation
or advice, written or oral, given by Rodman to the Company in connection with Rodman's engagement is intended solely for the benefit
and use of the Company's management and directors in considering a possible Offering, and any such recommendation or advice is
not on behalf of, and shall not confer any rights or remedies upon, any other person or be used or relied upon for any other purpose.
Rodman shall not have the authority to make any commitment binding on the Company. The Company, in its sole discretion, shall
have the right to reject any investor introduced to it by Rodman.


 


 


 


 


 






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H. Limitation of
Rodman ' s Liability to the Company. Rodman and the Company further agree that neither Rodman nor any of its affiliates or
any of its their respective officers, directors, controlling persons (within the meaning of Section 15 of the Securities Act or
Section 20 of the Exchange Act), employees or agents shall have any liability to the Company, its security holders or red1tor,
or any person asserting claims on behalf of or in the right of the Company (whether direct or md1rect, m contract, tort, for an
act of negligence or otherwise) for any losses, fees, damages, liabilities, costs, expenses or equitable relief arising out of
or relating to this Agreement or the services rendered hereunder, except for losses, fees, damages, liabilities, costs or expenses
that arise out of or are based on any action of or failure to act by Rodman and that are finally judicially determined to have
resulted solely from the gross negligence or willful misconduct of Rodman.


 


I. Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements
made and to be fully performed therein. Any disputes that arise under this Agreement, even after the termination of this Agreement,
will be heard only in the state or federal courts located in the City of New York, State of New York. The parties hereto expressly
agree to submit themselves to the jurisdiction of the foregoing courts in the City of New York, State of New York. The parties
hereto expressly waive any rights they may have to contest the jurisdiction, venue or authority of any court sitting in the City
and State of New York. In the event Rodman or any Indemnified Person is successful in any action, or suit against the Company,
arising out of or relating to this Agreement, the final judgment or award entered shall be entitled to have and recover from the
Company the costs and expenses incurred in connection therewith, including its reasonable attorneys' fees. Any rights to trial
by jury with respect to any such action, proceeding or suit are hereby waived by Rodman and the Company.


 


J. Notices.
All notices hereunder will be in writing and sent by certified mail, hand delivery, overnight delivery or fax, if sent to Rodman,
at the address set forth on the first page hereof, e-mail: notices@rodrn.com, Attention: Head of Investment Banking, and if sent
to the Company, to the address set forth on the first page hereof, e-mail: jj@aethlonmedical.com Attention: Chief Executive Officer.
Notices sent by certified mail shall be deemed received five days thereafter, notices sent by hand delivery or overnight delivery
shall be deemed received on the date of the relevant written record of receipt, notices delivered by fax shall be deemed received
as of the date and time printed thereon by the fax machine and notices sent by e-mail shall be deemed received as of the date
and time they were sent.


 


K. Conflicts.
The Company acknowledges that Rodman and its affiliates may have and may continue to have investment banking and other relationships
with parties other than the Company pursuant to which Rodman may acquire information of interest to the Company. Rodman shall
have no obligation to disclose such information to the Company or to use such information in connection with any contemplated
transaction.


 


L. Anti-Money Laundering.
To help the United States government fight the funding of terrorism and money laundering, the federal laws of the United States
requires all financial institutions to obtain, verify and record information that identifies each person with whom they do business.
This means we must ask you for certain identifying information, including a government-issued identification number (e.g., a U.S.
taxpayer identification number) and such other information or documents that we consider appropriate to verify your identity,
such as certified articles of incorporation, a government-issued business license, a partnership agreement or a trust instrument.


 


M. Miscellaneous.
The Company represents and warrants that it has all requisite power and authority to enter into and carry out the terms and provisions
of this Agreement and the execution, delivery and performance of this Agreement does not breach or conflict with any agreement,
document or instrument to which it is a party or bound. This Agreement shall not be modified or amended except in writing signed
by Rodman and the Company. This Agreement shall be binding upon and inure to the benefit of both Rodman and the Company and their
respective assigns, successors, and legal representatives. This Agreement constitutes the entire agreement of Rodman and the Company
with respect to this Offering and supersedes any prior agreements with respect to the subject matter hereof. If any provision
of this Agreement is determined to be invalid or unenforceable in any respect, such determination will not affect such provision
in any other respect, and the remainder of the Agreement shall remain in full force and effect. This Agreement may be executed
in counterparts (including facsimile or electronic counterparts), each of which shall be deemed an original but all of which together
shall constitute one and the same instrument.


 


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In acknowledgment that the foregoing correctly sets forth the
understanding reached by Rodman and the Company, please sign in the space provided below, whereupon this letter shall constitute
a binding Agreement as of the date indicated above.


 


Very truly yours,


 


RODMAN & RENSHAW, A U NIT OF H.C.
WAINWRIGHT & CO., LLC


 


 


By: /s/ Edward D. Silveda                


Name: Edward D. Silveda


Title: COO


 


 


 


Accepted
and Agreed:


 


AETHLON
MEDICAL, INC.


 


 


By:
/s/ James A. Joyce                        


Name:
James A. Joyce


Title:
Chief Executive Officer




 


 


 


 


 


 


 


 






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