SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this " Agreement ") is dated as of

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this "Agreement")

is dated as of June 10, 2021, between Aethlon Medical, Inc., a Nevada corporation (the "Company"), and each

purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively

WHEREAS, subject to the terms and conditions set

forth in this Agreement and pursuant to an effective registration statement under the Securities Act (as defined below), the Company desires

to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of

the Company as more fully described in this Agreement.

NOW, THEREFORE, IN CONSIDERATION of the mutual

covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged,

the Company and each Purchaser agree as follows:

1.1 Definitions. In addition to the

terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the meanings set forth in this

shall have the meaning ascribed to such term in Section 4.4.

the meaning ascribed to such term in Section 3.1(j).

any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with

a Person as such terms are used in and construed under Rule 405 under the Securities Act.

"Board of Directors"

means the board of directors of the Company.

the closing of the purchase and sale of the Shares pursuant to Section 2.1.

"Closing Date" means

the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto, and all

conditions precedent to (i) the Purchasers' obligations to pay the Subscription Amount and (ii) the Company's obligations

to deliver the Shares, in each case, have been satisfied or waived, but in no event later than the second (2nd) Trading Day

following the date hereof.

means the United States Securities and Exchange Commission.

"Common Stock" means

the common stock of the Company, par value $0.001 per share, and any other class of securities into which such securities may hereafter

be reclassified or changed.

"Common Stock Equivalents"

means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including,

without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable

or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

means Cooley LLP, with offices located at 4401 Eastgate Mall, San Diego, CA 92121.

means, (i) if this Agreement is signed on a day that is not a Trading Day or after 9:00 a.m. (New York City time) and before midnight

(New York City time) on any Trading Day, 9:01 a.m. (New York City time) on the Trading Day immediately following the date hereof, unless

otherwise instructed as to an earlier time by the Placement Agent, and (ii) if this Agreement is signed between midnight (New York

City time) and 9:00 a.m. (New York City time) on any Trading Day, no later than 9:01 a.m. (New York City time) on the date hereof, unless

otherwise instructed as to an earlier time by the Placement Agent.

shall have the meaning ascribed to such term in Section 3.1(s).

"Exchange Act" means

the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

means the issuance of (a) shares of Common Stock or options to employees, officers, directors or service providers of the Company

pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of

Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered

to the Company, provided that any such securities issued to service providers are issued as "restricted securities" (as defined

in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith

during the prohibition period in Section 4.10 herein, (b) shares of Common Stock or Common Stock Equivalents issuable upon the exercise

or exchange of or conversion of securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding

on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number

of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection

with stock splits or combinations) or to extend the term of such securities, and (c) securities issued pursuant to acquisitions or

strategic transactions approved by a majority of the disinterested directors of the Company, provided that such securities are issued

as "restricted securities" (as defined in Rule 144) and carry no registration rights that require or permit the filing of

any registration statement in connection therewith during the prohibition period in Section 4.10 herein, and provided that any such issuance

shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or

an owner of an asset in a business synergistic with the business of the Company, and shall provide to the Company additional benefits

in addition to the investment of funds, but shall not include any transaction in which the Company is issuing securities primarily for

the purpose of raising capital or to an entity whose primary business is investing in securities.

Foreign Corrupt Practices Act of 1977, as amended.

the meaning ascribed to such term in Section 3.1(h).

"Intellectual Property Rights"

shall have the meaning ascribed to such term in Section 3.1(p).

lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.

"Lock-Up Agreements"

means each Lock-Up Agreement, dated on or before the Closing Date, by and between the Company and each of the directors and

officers, in the form of Exhibit A attached hereto.

"Material Adverse Effect"

shall have the meaning assigned to such term in Section 3.1(b).

shall have the meaning ascribed to such term in Section 3.1(n).

"Per Share Purchase Price"

equals $9.00, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions

of the Common Stock that occur after the date of this Agreement.

individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint

stock company, government (or an agency or subdivision thereof) or other entity of any kind.

means Maxim Group LLC.

an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding, such

as a deposition), whether commenced or threatened.

the final prospectus filed for the Registration Statement.

"Prospectus Supplement"

means the supplement to the Prospectus complying with Rule 424(b) of the Securities Act that is filed with the Commission and delivered

by the Company to each Purchaser at the Closing.

shall have the meaning ascribed to such term in Section 4.7.

"Registration Statement"

means the effective registration statement with Commission file No. 333-237269 which registers the sale of the Shares to

"Required Approvals"

shall have the meaning ascribed to such term in Section 3.1(e).

Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or

any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or

any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

have the meaning ascribed to such term in Section 3.1(h).

means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

shares of Common Stock issued or issuable to each Purchaser pursuant to this Agreement.

all "short sales" as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall not be deemed to include locating

and/or borrowing shares of Common Stock).

"Subscription Amount"

means, as to each Purchaser, the aggregate amount to be paid for Shares purchased hereunder as specified below such Purchaser's

name on the signature page of this Agreement and next to the heading "Subscription Amount," in United States dollars and in

immediately available funds.