Exhibit 10.43
REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of March 21, 2007, by and
between AETHLON MEDICAL, INC., a Nevada corporation, (the "COMPANY"), and FUSION CAPITAL
FUND II, LLC (together with it permitted assigns, the "BUYER"). Capitalized terms used herein and not
otherwise defined herein shall have the respective meanings set forth in the Common Stock Purchase Agreement
by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise
modified from time to time, the "PURCHASE AGREEMENT").
WHEREAS:
A. The Company has agreed, upon the terms and subject to the conditions of the Purchase Agreement, to issue
to the Buyer (i) up to Eight Million Four Hundred Thousand Dollars ($8,400,000) of the Company's common
stock, par value $0.001 per share (the "COMMON STOCK") (the "PURCHASE SHARES"), and (ii) such
number of shares of Common Stock as is required pursuant to Section 4(e) of the Purchase Agreement (the
"COMMITMENT SHARES"); and
B. To induce the Buyer to enter into the Purchase Agreement, the Company has agreed to provide certain
registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any
similar successor statute (collectively, the "1933 ACT"), and applicable state securities laws.
NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company
and the Buyer hereby agree as follows:
1. DEFINITIONS.
As used in this Agreement, the following terms shall have the following meanings:
a. "INVESTOR" means the Buyer, any transferee or assignee thereof to whom a Buyer assigns its rights under
this Agreement and who agrees to become bound by the provisions of this Agreement in accordance with
Section 9 and any transferee or assignee thereof to whom a transferee or assignee assigns its rights under