SECURITIES PURCHASEAGREEMENT

This Securities Purchase Agreement (“Agreement”) is entered into as of February 12, 2010 by and between AETHLON MEDICAL, INC., a corporation organized under the laws of the State of Nevada (the “Company”), and the Person set forth on the signature page hereto as the “Purchaser” hereunder (“Purchaser”).

 

WHEREAS, subject to the terms and conditions set forth in this Agreement, the Company desires to issue and sell to the Purchaser, and the Purchaser desires to purchase from the Company, securities of the Company in a PIPE Transaction as set forth herein;

 

NOW THEREFORE, in consideration of the foregoing premise and the covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree as follows:

 

3.   Purchase Price; Form of Payment; Closing.  The Subscription Amount for the Note and Warrant to be purchased by the Purchaser hereunder shall be $600,000.  At Closing, the Purchaser shall pay the Subscription Amount (a) by wire transfer of $300,000 in immediately available funds to the Company, and (b) by delivering to the Company a Secured Promissory Note in the principal amount of $300,000 in the form attached hereto as Exhibit C (the “Promissory Note”).  There shall be no Funds Escrow Agent or Documents Escrow Agent for the Closing, provided that the original Note, Warrant and Promissory Note shall be delivered to the Company’s counsel to be held in escrow pending the Company’s receipt of the Purchaser’s wire transfer.  Notwithstanding anything to the contrary contained in Section 2.3(a)(viii) of PST Document GTC, the Company shall not be required to deliver a Legal Opinion, Officer’s Certificate or Secretary’s Certificate under subsections (B), (C) and (D) thereof, provided that the Company shall furnish to the Purchaser copies of the Company’s current Certificate of Incorporation and Bylaws and Board resolutions authorizing the Transactions.

 

4.   Expenses.  On or prior to the Closing, the Company shall pay the Purchaser a non-refundable, non-accountable sum equal to $10,000 as and for the fees, costs and expenses (including without limitation legal fees and disbursements expenses but excluding the Origination Fee below) incurred by the Purchaser in connection with the Purchaser’s negotiation, preparation and execution of the Transaction Documents (“Expense Amount”).  In addition, the Company shall pay the Purchaser, for making the loans evidenced by the Note, an origination fee equal to 3% of the Purchaser’s Subscription Amount hereunder, payable as follows:  $9,000 upon the Closing (“Initial Origination Fee”) and 3% of the amount of each cash principal payment made under the Promissory Note by the Purchaser, which fee may be withheld and offset from such cash principal payment.  The Purchaser may withhold and offset the Expense Amount, the Initial Origination Fee and the PipeFund expenses from the payment of the Purchaser’s Subscription Amount otherwise payable hereunder at Closing, which offset shall constitute partial payment of such Subscription Amount in an amount equal to such offset.

 

IN WITNESS WHEREOF, as of the date first written above, the Parties hereto have duly executed, or caused their authorized officers to duly execute, this Securities Purchase Agreement #AEMD-10-A with file name “SPA -- AEMD v.2”.