Aethlon Medical, Inc. 2020 Equity Incentive Plan Adopted by the Board of Directors

Equity Incentive Plan

by the Board of Directors: February 6, 2020

by the Stockholders: September 15, 2020

by the Board: March 24, 2022

Amended by the Board: July 15, 2022

by the Stockholders: September 15, 2022

Successor to and Continuation of Prior Plan. The Plan is the successor to and continuation of the Prior Plan. As of the Effective

Date, (i) no additional awards may be granted under the Prior Plan; (ii) the Prior Plan's Available Reserve plus any Returning Shares

will become available for issuance pursuant to Awards granted under this Plan; and (iii) all outstanding awards granted under the Prior

Plan will remain subject to the terms of the Prior Plan (except to the extent such outstanding awards result in Returning Shares that

become available for issuance pursuant to Awards granted under this Plan). All Awards granted under this Plan will be subject to the terms

(b) Plan Purpose. The Company, by means of the Plan, seeks to secure and retain the services of Employees, Directors and Consultants,

to provide incentives for such persons to exert maximum efforts for the success of the Company and any Affiliate and to provide a means

by which such persons may be given an opportunity to benefit from increases in value of the Common Stock through the granting of Awards.

(c) Available Awards. The Plan provides for the grant of the following Awards: (i) Incentive Stock Options; (ii) Nonstatutory Stock

Options; (iii) SARs; (iv) Restricted Stock Awards; (v) RSU Awards; (vi) Performance Awards; and (vii) Other Awards.

(d) Adoption Date. The Plan will come into existence on the Adoption Date. No Award may be granted under the Plan prior to the

Adoption Date. Any Award granted prior to the Effective Date is contingent upon timely receipt of stockholder approval to the extent required

under applicable tax, securities and regulatory rules, and satisfaction of any other compliance requirements.

Shares Subject to the Plan.

(a) Share Reserve. Subject to adjustment in accordance with Section 2(c) and any adjustments as necessary to implement any Capitalization

Adjustments, the aggregate number of shares of Common Stock that may be issued pursuant to Awards will not exceed 3,642,556 shares, which

number is the sum of: (i)1,670,000 shares originally approved upon the adoption of the 2020

Plan plus (ii) 1,800,000 new shares, plus (iii) the Prior Plan's Available Reserve; plus, (iii) the number of Returning Shares,

if any, as such shares become available from time to time.

(b) Aggregate Incentive Stock Option Limit. Notwithstanding anything to the contrary in Section 2(a) and subject to any adjustments

as necessary to implement any Capitalization Adjustments, the aggregate maximum number of shares of Common Stock that may be issued pursuant

to the exercise of Incentive Stock Options is 150% of the Share Reserve.

Share Reserve Operation.

(i) Limit Applies to Common Stock Issued Pursuant to Awards. For clarity, the Share Reserve is a limit on the number of shares

of Common Stock that may be issued pursuant to Awards and does not limit the granting of Awards, except that the Company will keep available

at all times the number of shares of Common Stock reasonably required to satisfy its obligations to issue shares pursuant to such Awards.

Shares may be issued in connection with a merger or acquisition as permitted by, as applicable, Nasdaq Listing Rule 5635(c), NYSE Listed

Company Manual Section 303A.08, NYSE American Company Guide Section 711 or other applicable rule, and such issuance will not reduce the

number of shares available for issuance under the Plan.

(ii) Actions that Do Not Constitute Issuance of Common Stock and Do Not Reduce Share Reserve. The following actions do not result

in an issuance of shares under the Plan and accordingly do not reduce the number of shares subject to the Share Reserve and available

for issuance under the Plan: (1) the expiration or termination of any portion of an Award without the shares covered by such portion of

the Award having been issued, (2) the settlement of any portion of an Award in cash (i.e., the Participant receives cash rather

than Common Stock), (3) the withholding of shares that would otherwise be issued by the Company to satisfy the exercise, strike or purchase

price of an Award; (4) the withholding of shares that would otherwise be issued by the Company to satisfy a tax withholding obligation

in connection with an Award.

(iii) Reversion of Previously Issued Shares of Common Stock to Share Reserve. The following shares of Common Stock previously issued

pursuant to an Award and accordingly initially deducted from the Share Reserve will be added back to the Share Reserve and again become

available for issuance under the Plan: (1) any shares that are forfeited back to or repurchased by the Company because of a failure to

meet a contingency or condition required for the vesting of such shares; (2) any shares that are reacquired by the Company to satisfy

the exercise, strike or purchase price of an Award; and (3) any shares that are reacquired by the Company to satisfy a tax withholding

obligation in connection with an Award.

Eligibility and Limitations.

Eligible Award Recipients. Subject to the terms of the Plan, Employees, Directors and Consultants are eligible to receive Awards.

Specific Award Limitations.

Limitations on Incentive Stock Option Recipients. Incentive Stock Options may be granted only to Employees of the Company or

a "parent corporation" or "subsidiary corporation" thereof (as such terms are defined in Sections 424(e) and (f)

Incentive Stock Option $100,000 Limitation. To the extent that the aggregate Fair Market Value (determined at the time of grant)

of Common Stock with respect to which Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar

year (under all plans of the Company and any Affiliates) exceeds $100,000 (or such other limit established in the Code) or otherwise does

not comply with the rules governing Incentive Stock Options, the Options or portions thereof that exceed such limit (according to the

order in which they were granted) or otherwise do not comply with such rules will be treated as Nonstatutory Stock Options, notwithstanding

any contrary provision of the applicable Option Agreement(s).

(iii) Limitations on Incentive Stock Options Granted to Ten Percent Stockholders. A Ten Percent Stockholder may not be granted an

Incentive Stock Option unless (i) the exercise price of such Option is at least 110% of the Fair Market Value on the date of grant of

such Option and (ii) the Option is not exercisable after the expiration of five years from the date of grant of such Option.

(iv) Limitations on Nonstatutory Stock Options and SARs. Nonstatutory Stock Options and SARs may not be granted to Employees, Directors

and Consultants who are providing Continuous Service only to any "parent" of the Company (as such term is defined in Rule 405)

unless the stock underlying such Awards is treated as "service recipient stock" under Section 409A because the Awards

are granted pursuant to a corporate transaction (such as a spin off transaction) or unless such Awards otherwise comply with the distribution

requirements of Section 409A.

(c) Aggregate Incentive Stock Option Limit. The aggregate maximum number of shares of Common Stock that may be issued pursuant

to the exercise of Incentive Stock Options is the number of shares specified in Section 2(b).

Options and Stock Appreciation Rights.

Each Option and SAR will have

such terms and conditions as determined by the Board. Each Option will be designated in writing as an Incentive Stock Option or Nonstatutory

Stock Option at the time of grant; provided, however, that if an Option is not so designated, then such Option will be a Nonstatutory

Stock Option, and the shares purchased upon exercise of each type of Option will be separately accounted for. Each SAR will be denominated

in shares of Common Stock equivalents. The terms and conditions of separate Options and SARs need not be identical; provided, however,

that each Option Agreement and SAR Agreement will conform (through incorporation of provisions hereof by reference in the Award Agreement

or otherwise) to the substance of each of the following provisions:

(a) Term. Subject to Section 3(b) regarding Ten Percent Stockholders, no Option or SAR will be exercisable after the expiration

of ten years from the date of grant of such Award or such shorter period specified in the Award Agreement.

Exercise or Strike Price. Subject to Section 3(b) regarding Ten Percent Stockholders, the exercise or strike price of each

Option or SAR will not be less than 100% of the Fair Market Value on the date of grant of such Award. Notwithstanding the foregoing, an

Option or SAR may be granted with an exercise or strike price lower than 100% of the Fair Market Value on the date of grant of such Award

if such Award is granted pursuant to an assumption of or substitution for another option or stock appreciation right pursuant to a Corporate

Transaction and in a manner consistent with the provisions of Sections 409A and, if applicable, 424(a) of the Code.

(c) Exercise Procedure and Payment of Exercise Price for Options. In order to exercise an Option, the Participant must provide

notice of exercise to the Plan Administrator in accordance with the procedures specified in the Option Agreement or otherwise provided

by the Company. The Board has the authority to grant Options that do not permit all of the following methods of payment (or otherwise

restrict the ability to use certain methods) and to grant Options that require the consent of the Company to utilize a particular method

of payment. The exercise price of an Option may be paid, to the extent permitted by Applicable Law and as determined by the Board, by

one or more of the following methods of payment to the extent set forth in the Option Agreement:

by cash or check, bank draft or money order payable to the Company;

(ii) pursuant to a "cashless exercise" program developed under Regulation T as promulgated by the Federal Reserve Board

that, prior to the issuance of the Common Stock subject to the Option, results in either the receipt of cash (or check) by the Company

or the receipt of irrevocable instructions to pay the exercise price to the Company from the sales proceeds;

(iii) by delivery to the Company (either by actual delivery or attestation) of shares of Common Stock that are already owned by the

Participant free and clear of any liens, claims, encumbrances or security interests, with a Fair Market Value on the date of exercise

that does not exceed the exercise price, provided that (1) at the time of exercise the Common Stock is publicly traded, (2) any remaining

balance of the exercise price not satisfied by such delivery is paid by the Participant in cash or other permitted form of payment, (3)

such delivery would not violate any Applicable Law or agreement restricting the redemption of the Common Stock, (4) any certificated shares