Exhibit 4.3


 


NEITHER THE ISSUANCE AND SALE OF THE
SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE,
SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE
FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING
THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT
SECURED BY THE SECURITIES.


 


	 	Right to Purchase _________ shares of Common Stock of Aethlon Medical, Inc. (subject to adjustment as provided herein)


 


CLASS A COMMON STOCK PURCHASE WARRANT


 


	No. ___________________	Issue Date: June [*], 2016




 


AETHLON MEDICAL,
INC., a corporation organized under the laws of the State of Nevada (the “Company”), hereby certifies that,
for value received, ________________________, _____________________________________________, or its assigns (the
“Holder”), is entitled, subject to the terms set forth below, to purchase from the Company at any time after
the Issue Date until 5:00 p.m., E.S.T on November 6, 2019 (the “Expiration Date”), up to _________ fully
paid and non-assessable shares of Common Stock at a per share purchase price of $5.00. The aforedescribed purchase price
per share, as adjusted from time to time as herein provided, is referred to herein as the “Purchase Price.”
The number and character of such shares of Common Stock and the Purchase Price are subject to adjustment as provided herein. The
Company may reduce the Purchase Price for some or all of the Warrants, temporarily or permanently, provided such reduction is made
as to all outstanding Warrants for all Holders of such Warrants. Capitalized terms used and not otherwise defined herein shall
have the meanings set forth in that certain Subscription Agreement (the “Subscription Agreement”), dated as
of November 6, 2014, entered into by the Company, the Holder and the other signatories thereto.


 


As used herein the
following terms, unless the context otherwise requires, have the following respective meanings:


 


(a)The term “Company”
shall mean Aethlon Medical, Inc., a Nevada corporation, and any corporation which shall succeed or assume the obligations of Aethlon
Medical, Inc. hereunder.


 


(b)The term “Common
Stock” includes (i) the Company's Common Stock, $0.001 par value per share, as authorized on the date of the Subscription
Agreement, and (ii) any other securities into which or for which any of the securities described in (i) may be converted or
exchanged pursuant to a plan of recapitalization, reorganization, merger, sale of assets or otherwise.


 


 






    	 	1	 



     

    

 


(c)The term “Other
Securities” refers to any stock (other than Common Stock) and other securities of the Company or any other person (corporate
or otherwise) which the holder of the Warrant at any time shall be entitled to receive, or shall have received, on the exercise
of the Warrant, in lieu of or in addition to Common Stock, or which at any time shall be issuable or shall have been issued in
exchange for or in replacement of Common Stock or Other Securities pursuant to Section 4 or otherwise.


 


(d)The term “Warrant
Shares” shall mean the Common Stock issuable upon exercise of this Warrant.


 


1.Exercise of Warrant.


 


1.1.Number of
Shares Issuable upon Exercise. From and after the Issue Date through and including the Expiration Date, the Holder hereof shall
be entitled to receive, upon exercise of this Warrant in whole in accordance with the terms of Section 1.2 or upon
exercise of this Warrant in part in accordance with Section 1.3, shares of Common Stock of the Company, subject to
adjustment pursuant to Section 4 below.


 


1.2.Full Exercise.
This Warrant may be exercised in full by the Holder hereof by delivery to the Company of an original or facsimile copy of the form
of subscription attached as Exhibit A hereto (the “Subscription Form”) duly executed by such Holder
and delivery within two days thereafter of payment, in cash, by wire transfer or by certified or official bank check payable to
the order of the Company, in the amount obtained by multiplying the number of shares of Common Stock for which this Warrant is
then exercisable by the Purchase Price then in effect. The original Warrant is not required to be surrendered to the Company until
it has been fully exercised.


 


1.3.Partial Exercise.
This Warrant may be exercised in part (but not for a fractional share) by delivery of a Subscription Form in the manner and at
the place provided in Section 1.2, except that the amount payable by the Holder on such partial exercise shall be the
amount obtained by multiplying (a) the number of whole shares of Common Stock designated by the Holder in the Subscription
Form by (b) the Purchase Price then in effect. On any such partial exercise, provided the Holder has surrendered the original
Warrant, the Company, at its expense, will forthwith issue and deliver to or upon the order of the Holder hereof a new Warrant
of like tenor, in the name of the Holder hereof or as such Holder (upon payment by such Holder of any applicable transfer taxes)
may request, the whole number of shares of Common Stock for which such Warrant may still be exercised.


 


1.4.Fair Market
Value. For purposes of this Warrant, the Fair Market Value of a share of Common Stock as of a particular date (the "Determination
Date") shall mean:


 


(a)If the Company's
Common Stock is traded on an exchange or is quoted on the NASDAQ Global Market, NASDAQ Global Select Market, the NASDAQ Capital
Market, the New York Stock Exchange or the American Stock Exchange, LLC, then the average of the closing sale prices of the Common
Stock for the five (5) Trading Days immediately prior to (but not including) the Determination Date;


 


(b)If the Company's
Common Stock is not traded on an exchange or on the NASDAQ Global Market, NASDAQ Global Select Market, the NASDAQ Capital Market,
the New York Stock Exchange or the NYSE MKT, but is traded on the OTC Bulletin Board or in the over-the-counter market or Pink
Sheets, then the average of the closing bid and ask prices reported for the five (5) Trading Days immediately prior to (but not
including) the Determination Date;


 






    	 	2	 



     

    

 


(c)Except as provided
in clause (d) below and Section 3.1, if the Company's Common Stock is not publicly traded, then as the Holder and the
Company agree, or in the absence of such an agreement, by arbitration in accordance with the rules then standing of the American
Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to
pass on the matter to be decided; or


 


(d)If the Determination
Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up
pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter
in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common
Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock
then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.


 


1.5.Company Acknowledgment.
The Company will, at the time of the exercise of the Warrant, upon the request of the Holder hereof, acknowledge in writing its
continuing obligation to afford to such Holder any rights to which such Holder shall continue to be entitled after such exercise
in accordance with the provisions of this Warrant. If the Holder shall fail to make any such request, such failure shall not affect
the continuing obligation of the Company to afford to such Holder any such rights.


 


1.6.Delivery of
Stock Certificates, etc. on Exercise. The Company agrees that, provided the purchase price listed in the Subscription Form
is received as specified in Section 2, the shares of Common Stock purchased upon exercise of this Warrant shall be deemed
to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which delivery
of a Subscription Form shall have occurred and payment made for such shares as aforesaid. As soon as practicable after the exercise
of this Warrant in full or in part, and in any event within three (3) business days thereafter (“Warrant Share Delivery
Date”), the Company at its expense (including the payment by it of any applicable issue taxes) will cause to be issued
in the name of and delivered to the Holder hereof, or as such Holder (upon payment by such Holder of any applicable transfer taxes)
may direct in compliance with applicable securities laws, a certificate or certificates for the number of duly and validly issued,
fully paid and non-assessable shares of Common Stock (or Other Securities) to which such Holder shall be entitled on such exercise,
plus, in lieu of any fractional share to which such Holder would otherwise be entitled, cash equal to such fraction multiplied
by the then Fair Market Value of one full share of Common Stock, together with any other stock or other securities and property
(including cash, where applicable) to which such Holder is entitled upon such exercise pursuant to Section 1 or otherwise.
The Company understands that a delay in the delivery of the Warrant Shares after the Warrant Share Delivery Date could result in
economic loss to the Holder. As compensation to the Holder for such loss, the Company agrees to pay (as liquidated damages and
not as a penalty) to the Holder for late issuance of Warrant Shares upon exercise of this Warrant the proportionate amount of $100
per business day after the Warrant Share Delivery Date for each $10,000 of Purchase Price of Warrant Shares for which this Warrant
is exercised which are not timely delivered. The Company shall pay any payments incurred under this Section in immediately available
funds upon demand. Furthermore, in addition to any other remedies which may be available to the Holder, in the event that the Company
fails for any reason to effect delivery of the Warrant Shares by the Warrant Share Delivery Date, the Holder may revoke all or
part of the relevant Warrant exercise by delivery of a notice to such effect to the Company, whereupon the Company and the Holder
shall each be restored to their respective positions immediately prior to the exercise of the relevant portion of this Warrant,
except that the liquidated damages described above shall be payable through the date notice of revocation or rescission is given
to the Company.


 






    	 	3	 



     

    

 


1.7.Buy-In.
In addition to any other rights available to the Holder, if the Company fails to deliver to a Holder the Warrant Shares by the
Warrant Shares Delivery Date as required pursuant to this Warrant, and if after the Warrant Shares Delivery Date the Holder or
a broker on the Holder’s behalf, purchases (in an open market transaction or otherwise) shares of Common Stock to deliver
in satisfaction of a sale by Holder of the Warrant Shares which the Holder was entitled to receive from the Company (a "Buy-In"),
then the Company shall pay in cash to the Holder (in addition to any remedies available to or elected by the Holder) the amount
by which (A) the Holder's total purchase price (including brokerage commissions, if any) for the shares of common stock so purchased
exceeds (B) the aggregate Purchase Price of the Warrant Shares required to have been delivered to the Holder together with interest
thereon at a rate of 15% per annum, accruing until such amount and any accrued interest thereon is paid in full (which amount shall
be paid as liquidated damages and not as a penalty). For example, if a Holder purchases shares of Common Stock having a total purchase
price of $11,000 to cover a Buy-In with respect to $10,000 of Purchase Price of Warrant Shares to have been received upon exercise
of this Warrant, the Company shall be required to pay the Holder $1,000, plus interest. The Holder shall provide the Company written
notice and evidence reasonably acceptable to the Company indicating the amounts payable to the Holder in respect of the Buy-In.


 


2.Cashless Exercise.


 


(a)Payment upon exercise
may be made at the option of the Holder either in (i) cash, by wire transfer or by certified or official bank check payable to
the order of the Company equal to the applicable aggregate Purchase Price, (ii) by delivery of Common Stock issuable upon exercise
of the Warrants in accordance with Section (b) below or (iii) by a combination of any of the foregoing methods,
for the number of Common Stock specified in such form (as such exercise number shall be adjusted to reflect any adjustment in the
total number of shares of Common Stock issuable to the holder per the terms of this Warrant) and the holder shall thereupon be
entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other
Securities) determined as provided herein. Notwithstanding the immediately preceding sentence, payment upon exercise may be made
in the manner described in Section 2(b) below, only with respect to Warrant Shares not included for unrestricted public
resale in an effective registration statement on the date notice of exercise is given by the Holder.


 


(b)If the Fair Market
Value of one share of Common Stock is greater than the Purchase Price (at the date of calculation as set forth below), in lieu
of exercising this Warrant for cash, the holder may elect to receive shares equal to the value (as determined below) of this Warrant
(or the portion thereof being cancelled) by delivery of a properly endorsed Subscription Form delivered to the Company by any means
described in Section 13, in which event the Company shall issue to the holder a number of shares of Common Stock computed
using the following formula:


 


X=Y (A-B)


A





	 	Where X=	 	the number of shares of
Common Stock to be issued to the Holder
		Y=	 	the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the
Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation)



		A=	 	Fair Market Value



		B=	 	Purchase Price (as adjusted to the date of such calculation)



 






    	 	4	 



     

    

 


For purposes of Rule
144 promulgated under the 1933 Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise
transaction in the manner described above shall be deemed to have been acquired by the Holder, and the holding period for the Warrant
Shares shall be deemed to have commenced, on the date this Warrant was originally issued.


 


3.Adjustment for
Reorganization, Consolidation, Merger, etc.


 


3.1.Fundamental Transaction. 
If, at any time while this Warrant is outstanding, (A) the Company  effects any merger or  consolidation  of
the Company with or into another entity, (B) the Company effects any sale of all or substantially all of its assets in
one or a series of related transactions,  (C) any tender offer or exchange offer (whether
by the Company or another entity) is completed pursuant to which holders of Common Stock are permitted to tender or exchange
their shares for other securities, cash or property, (D) the Company consummates a stock purchase agreement or other
business combination (including, without limitation, a reorganization, recapitalization, or spin-off) with one or more persons
or entities whereby such other persons or entities acquire more than the 50% of the outstanding shares of Common Stock (not including
any shares of Common Stock held by such other persons or entities making or party to, or associated or affiliated with the other
persons or entities making or party to, such stock purchase agreement or other business combination), (E) any "person"
or "group" (as these terms are used for purposes of Sections 13(d) and 14(d) of the 1934 Act) is or shall become the
"beneficial owner" (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of 50% of the aggregate Common
Stock of the Company, or (F) the Company effects any reclassification of the Common Stock or any compulsory share exchange
pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash
or property (in any such case, a "Fundamental  Transaction"), then, upon any subsequent exercise
of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise
immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder, (a) upon exercise of
this Warrant, the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it
is the surviving corporation, and any additional consideration (the "Alternate Consideration") receivable upon
or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets
by a Holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event or
(b) if the Company is acquired in (1) a transaction where the consideration paid to the holders of the Common Stock
consists solely of cash, (2) a “Rule 13e-3 transaction” as defined in Rule 13e-3 under the 1934 Act, or (3) a transaction
involving a person or entity not traded on a national securities exchange, the Nasdaq Global Select Market, the Nasdaq Global Market
or the Nasdaq Capital Market, cash equal to the Black-Scholes Value.  For purposes of any such exercise,
the determination of the Purchase Price shall be appropriately adjusted to apply to such Alternate Consideration based
on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and
the Company shall apportion the Purchase Price among the Alternate Consideration in a reasonable manner reflecting
the relative value of any different components of the Alternate Consideration.  If holders of Common Stock are given
any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall
be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. 
To the extent necessary to effectuate the foregoing provisions, any successor to the Company or surviving entity in such
Fundamental Transaction shall issue to the Holder a new warrant consistent with the foregoing provisions and
evidencing the Holder's right to exercise such warrant into Alternate Consideration.  The terms of
any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or
surviving entity to comply with the provisions of this Section 3.1 and insuring that this Warrant
(or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental
Transaction. “Black-Scholes Value” shall be determined in accordance with the Black-Scholes Option Pricing Model
obtained from the “OV” function on Bloomberg L.P. using (i) a price per share of Common Stock equal to the VWAP of
the Common Stock for the Trading Day immediately preceding the date of consummation of the applicable Fundamental Transaction,
(ii) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the remaining term of this Warrant
as of the date of such request and (iii) an expected volatility equal to the 100 day volatility obtained from the HVT function
on Bloomberg L.P. determined as of the Trading Day immediately following the public announcement of the applicable Fundamental
Transaction.


 






    	 	5	 



     

    

 


3.2.Continuation
of Terms. Upon any reorganization, consolidation, merger or transfer (and any dissolution following any transfer) referred
to in this Section 3, this Warrant shall continue in full force and effect and the terms hereof shall be applicable
to the Other Securities and property receivable on the exercise of this Warrant after the consummation of such reorganization,
consolidation or merger or the effective date of dissolution following any such transfer, as the case may be, and shall be binding
upon the issuer of any Other Securities, including, in the case of any such transfer, the person acquiring all or substantially
all of the properties or assets of the Company, whether or not such person shall have expressly assumed the terms of this Warrant
as provided in Section 4.


 


4.Extraordinary
Events Regarding Common Stock. In the event that the Company shall (a) issue additional shares of Common Stock as a dividend
or other distribution on outstanding Common Stock, (b) subdivide its outstanding shares of Common Stock, or (c) combine
its outstanding shares of the Common Stock into a smaller number of shares of Common Stock, then, in each such event, the Purchase
Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then Purchase Price by a fraction,
the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such event and the denominator
of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall
thereafter be the Purchase Price then in effect. The Purchase Price, as so adjusted, shall be readjusted in the same manner upon
the happening of any successive event or events described herein in this Section 4. The number of shares of Common
Stock that the Holder of this Warrant shall thereafter, on the exercise hereof, be entitled to receive shall be adjusted to a number
determined by multiplying the number of shares of Common Stock that would otherwise (but for the provisions of this Section
4) be issuable on such exercise by a fraction of which (a) the numerator is the Purchase Price that would otherwise (but for
the provisions of this Section 4) be in effect, and (b) the denominator is the Purchase Price in effect on the date of such
exercise.


 


5.Certificate
as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable
on the exercise of the Warrants or the Purchase Price, the Company at its expense will promptly cause its Chief Financial Officer
or other appropriate designee to compute such adjustment or readjustment in accordance with the terms of the Warrant and prepare
a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment
is based, including a statement of (a) the consideration received or receivable by the Company for any additional shares of
Common Stock (or Other Securities) issued or sold or deemed to have been issued or sold, (b) the number of shares of Common
Stock (or Other Securities) outstanding or deemed to be outstanding, and (c) the Purchase Price and the number of shares of
Common Stock to be received upon exercise of this Warrant, in effect immediately prior to such adjustment or readjustment and as
adjusted or readjusted as provided in this Warrant. The Company will forthwith mail a copy of each such certificate to the Holder
of the Warrant and any Warrant Agent of the Company (appointed pursuant to Section 10 hereof). Holder will be entitled
to the benefit of the adjustment regardless of the giving of such notice. The timely giving of such notice to Holder is a material
obligation of the Company.


 


6.Reservation
of Stock, etc. Issuable on Exercise of Warrant; Financial Statements. The Company will at all times reserve and keep available,
solely for issuance and delivery on the exercise of the Warrants, all shares of Common Stock (or Other Securities) from time to
time issuable on the exercise of the Warrant. This Warrant entitles the Holder hereof, upon written request, to receive copies
of all financial and other information distributed or required to be distributed to the holders of the Company's Common Stock.


 






    	 	6	 



     

    

 


7.Assignment;
Exchange of Warrant. Subject to compliance with applicable securities laws, this Warrant, and the rights evidenced hereby,
may be transferred by any registered holder hereof (a "Transferor"). On the surrender for exchange of this Warrant,
with the Transferor's endorsement in the form of Exhibit B attached hereto (the “Transferor Endorsement Form")
and together with an opinion of counsel reasonably satisfactory to the Company that the transfer of this Warrant will be in compliance
with applicable securities laws, the Company will issue and deliver to or on the order of the Transferor thereof a new Warrant
or Warrants of like tenor, in the name of the Transferor and/or the transferee(s) specified in such Transferor Endorsement Form
(each a "Transferee"), calling in the aggregate on the face or faces thereof for the number of shares of Common
Stock called for on the face or faces of the Warrant so surrendered by the Transferor.


 


8.Replacement
of Warrant. On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant and, in the case of any such loss, theft or destruction of this Warrant, on delivery of an indemnity agreement or
security reasonably satisfactory in form and amount to the Company or, in the case of any such mutilation, on surrender and cancellation
of this Warrant, the Company at its expense, twice only, will execute and deliver, in lieu thereof, a new Warrant of like tenor.


 


9.Maximum Exercise.
The Holder shall not be entitled to exercise this Warrant on an exercise date in connection with that number of shares of Common
Stock which would be in excess of the sum of (i) the number of shares of Common Stock beneficially owned by the Holder and
its affiliates on an exercise date, and (ii) the number of shares of Common Stock issuable upon the exercise of this Warrant
with respect to which the determination of this limitation is being made on an exercise date, which would result in beneficial
ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock on such date. For the purposes
of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the
1934 Act and Rule 13d-3 thereunder. Subject to the foregoing, the Holder shall not be limited to aggregate exercises which would
result in the issuance of more than 4.99%. The restriction described in this paragraph may be waived, in whole or in part,
upon sixty-one (61) days prior notice from the Holder to the Company to increase such percentage to up to 9.99%, but not in excess
of 9.99%. The Holder may decide whether to convert a Convertible Note or exercise this Warrant to achieve an actual 4.99% or up
to 9.99% ownership position as described above, but not in excess of 9.99%.


 


10.Warrant Agent.
The Company may, by written notice to the Holder of the Warrant, appoint an agent (a “Warrant Agent”) for the
purpose of issuing Common Stock (or Other Securities) on the exercise of this Warrant pursuant to Section 1, exchanging
this Warrant pursuant to Section 7, and replacing this Warrant pursuant to Section 8, or any of the foregoing,
and thereafter any such issuance, exchange or replacement, as the case may be, shall be made at such office by such Warrant Agent.


 


11.Transfer
on the Company's Books. Until this Warrant is transferred on the books of the Company, the Company may treat the registered
holder hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary.


 


 






    	 	7	 



     

    

 


12.Notices.
All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing
and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return
receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted
by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified
most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed
effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine,
at the address or number designated below (if delivered on a business day during normal business hours where such notice is to
be received), or the first business day following such delivery (if delivered other than on a business day during normal business
hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service,
fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for
such communications shall be: if to the Company, to: Aethlon Medical, Inc., 9635 Granite Ridge Drive, Suite 100, San Diego, CA
92123, Attn: James A. Joyce, CEO, facsimile: (858) 272-2738, with a copy by telecopier only to: Raines Feldman LLP, 9720 Wilshire
Boulevard, 5th Floor, Beverly Hills, CA 90212, Attn: Jennifer A. Post, Esq., facsimile: (310) 499-5922, and (ii) if
to the Holder, to the address and facsimile number listed on the first paragraph of this Warrant, with a copy by fax only to: Grushko
& Mittman, P.C., 515 Rockaway Avenue, Valley Stream, New York 11581, facsimile: (212) 697-3575.


 


13.Law Governing
This Warrant. This Warrant shall be governed by and construed in accordance with the laws of the State of New York without
regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated
by this Warrant shall be brought only in the state courts of New York or in the federal courts located in the state and county
of New York. The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of any action instituted
hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The
Company and Holder waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney's
fees and costs. In the event that any provision of this Warrant or any other agreement delivered in connection herewith is invalid
or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that
it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may
prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement.
Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding
in connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail
or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement
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 other manner permitted by law.


 


[SIGNATURE PAGE FOLLOWS]


 


 


 


 


 


 


 






    	 	8	 



     

    

 


IN WITNESS WHEREOF, the
Company has executed this Warrant as of the date first written above.


 


	 	AETHLON MEDICAL, INC.
	 	 	 
	 	 	 
	 	 	 
	 	By:	/s/ James B. Frakes
	 	Name:	James B. Frakes
	 	Title:	Chief Financial Officer


 


 


 


 


 


 


 


 






    	 	9	 



     

    

 


Exhibit A


 


FORM OF SUBSCRIPTION


(to be signed only on exercise of Warrant)


 


TO: AETHLON MEDICAL, INC.


 


The undersigned, pursuant to the provisions
set forth in the attached Warrant (No.____), hereby irrevocably elects to purchase (check applicable box):


 


	___	________ shares of the Common Stock
covered by such Warrant; or
	 	 
	___	the maximum number of shares of Common Stock covered by such Warrant pursuant to the cashless exercise
procedure set forth in Section 2 of the Warrant.



 


The undersigned herewith makes payment
of the full purchase price for such shares at the price per share provided for in such Warrant, which is $___________. Such payment
takes the form of (check applicable box or boxes):


 


	___	$__________ in lawful money of the
United States; and/or



 


	___	the cancellation of such portion of the attached Warrant as is exercisable for a total of _______
shares of Common Stock (using a Fair Market Value of $_______ per share for purposes of this calculation); and/or



 


	___	the cancellation of such number of shares of Common Stock as is necessary, in accordance with the
formula set forth in Section 2 of the Warrant, to exercise this Warrant with respect to the maximum number of shares of Common
Stock purchasable pursuant to the cashless exercise procedure set forth in Section 2.



 


After application of the cashless exercise
feature as described above, _____________ shares of Common Stock are required to be delivered pursuant to the instructions below.


 


The undersigned requests that the certificates
for such shares be issued in the name of, and delivered to __________________________________________ whose address is






 

















 



 


The undersigned represents and warrants
that all offers and sales by the undersigned of the securities issuable upon exercise of the within Warrant shall be made pursuant
to registration of the Common Stock under the Securities Act of 1933, as amended (the "Securities Act"), or pursuant
to an exemption from registration under the Securities Act.


 


	Dated:___________________	
        

        

	 	(Signature must conform to name of holder as specified on the
        face of the Warrant)
	 	 
	 	 
	 	 
	 	 
	 	(Address)


 


 






    	 	10	 



     

    

 


Exhibit B


 


FORM OF TRANSFEROR ENDORSEMENT


(To be signed only on transfer of Warrant)


 


For value received, the
undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading "Transferees" the right
represented by the within Warrant to purchase the percentage and number of shares of Common Stock of AETHLON MEDICAL, INC. to which
the within Warrant relates specified under the headings "Percentage Transferred" and "Number Transferred,"
respectively, opposite the name(s) of such person(s) and appoints each such person Attorney to transfer its respective right on
the books of AETHLON MEDICAL, INC. with full power of substitution in the premises.


 


	Transferees	Percentage Transferred	Number Transferred
	 	 	 
	 	 	 
	 	 	 


 
	
         

        Dated: __________________, _______

        
	 	
        

        

         

	 	 	(Signature must conform to name of holder as specified on the
        face of the warrant)
	 	 	 
	Signed in the presence of:	 	 
	 	 	 
	 	 	 
	(Name)	 	 
	 	 	(address)
	 	 	 
	ACCEPTED AND AGREED	 	 
	[TRANSFEREE]	 	 
	 	 	(address)
	 	 	 
	(Name)	 	 
	 	 	 




 


 



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