Exhibit 10.2


 


CONSENT AND WAIVER


 


This CONSENT AND WAIVER
is entered into as of June __, 2016, by and between Aethlon Medical, Inc., a Nevada corporation (the “Company”) and
the undersigned investor (the “Investor”), which is one of several investors set forth on the signature pages affixed
to that certain Securities Purchase Agreement between the Company and the Investors, dated June 23, 2015, as amended (the “SPA”;
all capitalized terms used and not defined herein are used as defined in the SPA).


 


RECITALS:


 


WHEREAS, the Company
and the Investors entered into the SPA whereby the Company issued and sold to the Investors shares of the Company’s Common
Stock, par value $0.001 per share (the “Common Stock”), and (ii) warrants to purchase shares of Common Stock (the “Warrants”);


 


WHEREAS, the Company
and each of Alpha Capital Anstalt (“Alpha”) and Osher Capital Partners LLC (“Osher”) entered into that
certain Subscription Agreement dated November 6, 2014, as amended (the “Subscription Agreement”) pursuant to which
the Company issued to Alpha and Osher the Notes and the Warrants (each as defined in the Subscription Agreement);


 


WHEREAS, the Company
and each of Alpha and Osher desires to enter into an Amendment dated on or about the date hereof in the form attached hereto as
Exhibit A (the “Amendment”);


 


WHEREAS, as set forth
in the Amendment, the Notes and Warrants will be amended to modify the Conversion Price of the Notes and the Purchase Price of
the Warrants held by Alpha and by Osher, and the Company will issue new warrants (the “New Warrants”) to purchase Common
Stock to Alpha and Osher, as further described in the Amendment;


 


WHEREAS, the Company
and each of Empery Asset Management, Empery Tax Efficient, LP and Empery Tax Efficient II, LP (the “2014 Empery Investors”)
entered into a securities purchase agreement whereby the Company issued and sold to the 2014 Empery Investors shares of the Company’s
Common Stock, par value $0.001 per share (the “Common Stock”), and (ii) warrants to purchase shares of Common Stock
(the “Empery Warrants”);


 


WHEREAS, in consideration
for the Empery Investors consenting to the Amendment, the Company has agreed to reduce the per share Exercise Price for the Empery
Warrants to $5.00 (the “Empery Warrant Exercise Price Reduction”);


 


WHEREAS, pursuant to
Section 7.9(e) of the SPA, from the date of the SPA 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 under the SPA, 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 $6.30 (subject to equitable adjustment as set forth
in SPA);


 






    	 	1	 



     

    

 


WHEREAS, the Company
has requested, and the undersigned wishes to grant its consent under Section 7.9(e) of the SPA, to the terms of the Amendment;


 


WHEREAS, in addition,
the Company is requesting the waiver of the participation rights of the Major Investors set forth under Section 7.14(a) and Section
7.14(b) of the SPA, which provides each Major Investor with a right of participation in a Subsequent Placement, which, as defined,
may include the transactions to be taken under the Amendment and the Empery Warrant Exercise Price Reduction (the “Participation
Rights”);


 


WHEREAS, the Company
desires to enter into an “at the market” Common Stock Sales Agreement (the “ATM Agreement”) with H.C. Wainwright
& Co. LLC and its affiliates pursuant to which the Company may issue and sell shares of its Common Stock (the “ATM Shares”);


 


WHEREAS, the Company
is requesting the waiver of the participation rights of the Investors set forth under Section 7.14(a) and Section 7.14(b) of the
SPA, which provides each Investor with a right of participation in a Subsequent Placement, which, as defined, would include the
ATM Agreement and the transactions contemplated thereby (the “ATM Participation Rights”);


 


WHEREAS, in addition,
the Company is requesting consent to enter into the ATM Agreement under Section 7.9(b) of the SPA, which provides for restrictions
on various capital raising programs which the Company may enter into which could include the ATM Agreement and the transactions
contemplated thereby and under Section 7.9(e) regarding pricing of shares under $6.30 per share (the “Transaction Restrictions”);


 


WHEREAS, the undersigned
wishes to provide a waiver of the Participation Rights and Transaction Restrictions described above; and


 


WHEREAS, the undersigned
desires to grant the consent and provide the waiver on the terms and conditions set forth herein.


 


NOW, THEREFORE,
in consideration of the promises and mutual covenants contained herein and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the undersigned Investor and the Company hereby agree as follows:


 


		1.	Consent to Amendment. The undersigned does hereby grant consent (the “Consent”)
under Section 7.9(e) of the SPA to the Company to enter into and perform the Amendment and the Empery Warrant Exercise Price Reduction.
This Consent is an irrevocable continuing Consent with respect to the transactions contemplated by the Amendment and shall become
automatically effective upon the receipt by the Company of Consents from one or more other Investors, which together constitute
consent from the Required Investors. The undersigned further agrees that no further consent(s) will be required upon the issuance
of the Common Stock in connection with the conversion of the Notes, or the exercise of the Warrants, the New Warrants or the Empery
Warrants.



 






    	 	2	 



     

    

 


		2.	Waiver of Right of Participation. The undersigned does hereby waive under Section 9.6 of
the SPA (the “Waiver”) the Participation Right of the Investor under Section 7.14 of the SPA (including Sections 7.14(a)
and (b) thereunder) with respect to the transactions contemplated by the Amendment and the Empery Warrant Exercise Price Reduction.
This Waiver is an irrevocable continuing Waiver with respect to the transactions contemplated by the Amendment. The undersigned
further agrees that no further waiver(s) will be required upon the issuance of the Common Stock in connection with the conversion
of the Notes, or the exercise of the Warrants, the New Warrants or the Empery Warrants.



 


		3.	Waiver of Right of Participation. The undersigned, does hereby waive under Section 9.6 of
the SPA, (the “Waiver”) the Participation Right of the Investor under Section 7.14 of the SPA (including Sections 7.14(a)
and (b) thereunder) with respect to (i) any and all sales of ATM Shares under the ATM Agreement and (ii) the transactions contemplated
by the Amendment. This Waiver is an irrevocable continuing Waiver with respect to the issuance and sale of the ATM Shares, at any
time and from time to time, for so long as the ATM Agreement shall be in effect, including any extensions, modifications, or renewals
thereof. This Waiver is an irrevocable continuing Waiver with respect to the transactions contemplated by the Amendment. The undersigned
further agrees that no further waiver(s) will be required upon the issuance of the Common Stock in connection with the conversion
of the Notes, or the exercise of the Warrants or the New Warrants, all after giving effect to the Amendment.



 


		4.	Consent to ATM Agreement under Section 7.9(b). The undersigned does hereby grant consent
under Section 7.9(b) of the SPA to the Company to enter into the ATM Agreement and perform its obligations thereunder. The undersigned
also does hereby grant consent under Section 7.9(e) of the SPA to the Company to offer and sell shares of its Common Stock under
the ATM Agreement at a per share price less than $6.30. and shall become automatically effective upon the receipt by the Company
of Consents from one or more other Investors, which together constitute consent from the Required Investors.



 


		5.	Except as expressly set forth herein, this Consent and Waiver shall not be deemed to create any
other waiver, consent, modification or amendment to the SPA or any other Transaction Documents contemplated thereby, and the SPA
and such other Transaction Documents remain in full force and effect as originally written, and previously amended, if amended
at all.



 






    	 	3	 



     

    

 


		6.	Effectiveness of Consent and Waiver. This Consent and Waiver shall only be effective upon
the execution and delivery of this Consent and Waiver and the execution and delivery of substantially identical waivers by the
Required Investors.



 


		7.	Disclosure. On or before 8:30 a.m., New York City time, on June __, 2016, the Company shall
file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Amendment and the other substantially
identical Amendments signed by other Investors in the form required by the 1934 Act and attaching the form of waiver as an exhibit
to such filing ((including all attachments), the "8-K Filing"). From and after the issuance of the 8-K Filing,
the Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries
or any of their respective officers, directors, employees, affiliates or agents that is not disclosed in the 8-K Filing. In addition,
effective upon the issuance of the 8-K Filing, 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 Investor or any of its 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 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 Investor.
The Company understands and confirms that the Investor will rely on the foregoing representations in effecting transactions in
securities of the Company.



 


		8.	Independent Nature of Investor Obligations and Rights. The obligations of the Investor under
this Consent and Waiver are several and not joint with the obligations of any other Investor, and the Investor shall not be responsible
in any way for the performance of the obligations of any other Investor under any other Consent and Waiver. Nothing contained herein
or in any other Consent and Waiver, and no action taken by the Investor pursuant hereto, shall be deemed to constitute the Investor
and other Investors as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that
the Investor and other Investors are in any way acting in concert or as a group with respect to such obligations or the transactions
contemplated by this Consent and Waiver or any other Consent and Waiver and the Company acknowledges that the Investors are not
acting in concert or as a group with respect to such obligations or the transactions contemplated by this Consent and Waiver or
any other Consent and Waiver. The Company and the Investor each confirm that the Investor has independently participated in the
negotiation of the transactions contemplated hereby with the advice of its own counsel and advisors. The Investor shall be entitled
to independently protect and enforce its rights, including, without limitation, the rights arising out of this Consent and Waiver
or, any other Consent and Waiver, and it shall not be necessary for any other Investor to be joined as an additional party in any
proceeding for such purpose.



 






    	 	4	 



     

    

 


		9.	No Third Party Beneficiaries. This Consent and Waiver is intended for the benefit of the
parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof
be enforced by, any other Person.



 


		10.	Amendments. No provision of this Consent and Waiver may be amended other than by an instrument
in writing signed by the Company and the Required Investors.



 


		11.	Further Assurances. Each party shall do and perform, or cause to be done and performed,
all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents,
as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Consent and Waiver
and the consummation of the transactions contemplated hereby.



 


		12.	Notice. Whenever notice is required to be given under this Consent and Waiver, unless otherwise
provided herein, such notice shall be given in accordance with Section 9.4 of the SPA.



 


		13.	Successors and Assigns. This Waiver shall be binding upon and inure to the benefit of the
parties and their respective successors and assigns.



 


REMAINDER OF PAGE INTENTIONALLY
BLANK


 


 


 


 


 






    	 	5	 



     

    

 


IN WITNESS WHEREOF, the undersigned has
caused this Consent and Waiver to be executed as of the date first above written.


 


 


______________________


 


 


By:____________________


Name:


Title:


 


 


 


 


 


 


 


 


 






    	 	6	 



     

    

 


AGREED AND ACCEPTED:


 


AETHLON MEDICAL, INC.


 


 


 


By:   James B. Frakes                                                            


Name: James B. Frakes


Title: Chief Financial Officer


 


 


 


 


 


Attachments: Exhibit A (Form of Amendment)


 


 


 


 


 


 


 


 






    	 	7	 



     

    

 


Exhibit A


 


Amendment


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	8