THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE OR OTHER JURISDICTION AND ARE BEING OFFERED AND SOLD IN
RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT AND SUCH LAWS. THESE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED
UNLESS PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT OR (II) AN
EXEMPTION FROM APPLICABLE SECURITIES LAWS, IN WHICH CASE THE COMPANY MAY
REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT
REGISTRATION IS NOT REQUIRED.
Right to Purchase ________ of shares of Common Stock of Aethlon Medical, Inc.
(subject to adjustment as provided herein)
COMMON STOCK PURCHASE WARRANT
NO.___ Issue Date: JULY__, 2009
AETHLON MEDICAL, INC., a corporation organized under the laws of the State of Nevada (the "Company"),
hereby certifies that, for value received, ________[insert number here] 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., P.S.T. on the third anniversary of the Issue Date (the "Expiration Date") or such sooner time as this warrant
is terminated pursuant to Section 6 herein, up to ________fully paid and nonassessable shares of the common
stock of the Company (the "Common Stock"), at a per share purchase price of $0.50. 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 without the consent of the Holder.
As used herein the following terms, unless the context otherwise requires, have the following respective meanings:
(a) The term "Company" shall include Aethlon Medical, Inc. and any corporation which shall s