CONSENT AND WAIVER

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);

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:

REMAINDER OF PAGE INTENTIONALLY BLANK

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

______________________

By:____________________

Name:

Title:

AGREED AND ACCEPTED:

AETHLON MEDICAL, INC.

By:   James B. Frakes                                                            

Name: James B. Frakes

Title: Chief Financial Officer

Attachments: Exhibit A (Form of Amendment)

Exhibit A

Amendment