REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (the "Agreement") is entered into as of December 15, 2005,
by and among AETHLON MEDICAL, INC., a Nevada corporation (the "Company"), and the parties who are
signatories to this Agreement (collectively referred to as the "Holders").
WHEREAS, the Company sold to the Holders up to $1,000,000 principal amount of 10% Series A Convertible
Notes (the "Notes"), which are convertible into units (the "Units") comprised of one share of the Company's
(the "Common Stock") and one Common Stock purchase warrant (the "Warrant")
exercisable to purchase Common Stock at a price of $.20 per share in a private placement (the "Offering");
WHEREAS, in order to induce the Holders to purchase the Notes, the Company has entered into this
Agreement to register the Common Stock issuable upon conversion of the Notes (the "Conversion Shares") and
upon exercise of the Warrants (the "Warrant Shares") under the Securities Act of 1933, as amended (the "Act")
in accordance with the provisions of this Agreement.
WHEREAS, the Conversion Shares and Warrant Shares are collectively referred to in this Agreement as
NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, the
parties hereto agree as follows:
As used in this Agreement, the following terms shall have the following meanings. Other capitalized terms in this
Agreement will have the meanings set forth in the Notes and the Warrants, as the case may be.
1.1 "BUSINESS DAY" means any day except Saturday, Sunday and any day which shall be a legal holiday or a
day on which banking institutions in the State of New York or the State of California are authorized or required
by law or other government actions to close.
1.2 "EFFECTIVENESS DATE" means, with respect to the initial Registration Statement required to be filed
hereunder as to shares of Common Stock underlying the shares of Notes and