Exhibit 10.2
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 2 nd day of
March, 2006 by and among Arbios Systems, Inc., a Delaware corporation (the “Company”), and the “Investors”
named in that certain Purchase Agreement by and among the Company and the Investors (the “Purchase
Agreement”).
The parties hereby agree as follows:
1.
Certain Definitions .
As used in this Agreement, the following terms shall have the following meanings:
“ Affiliate ” means, with respect to any person, any other person which directly or indirectly controls, is
controlled by, or is under common control with, such person.
“ Business Day ” means a day, other than a Saturday or Sunday, on which banks in New York City are
open for the general transaction of business.
“ Common Stock ” shall mean the Company’s common stock, par value $0.001 per share, and any
securities into which such shares may hereinafter be reclassified.
“ Investors ” shall mean the Investors identified in the Purchase Agreement and any Affiliate or permitted
transferee of any Investor who is a subsequent holder of any Warrants or Registrable Securities.
“ Prospectus ” shall mean the prospectus included in any Registration Statement, as amended or
supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the
Registrable Securities covered by such Registration Statement and by all other amendments and supplements to
the prospectus, including post-effective amendments and all material incorporated by reference in such
prospectus.
“ Register ,” “ registered ” and “ registration ” refer to a registration made by preparing and filing a
Registration Statement or similar document in compliance with the 1933 Act (as defined below), and the
declaration or ordering of effectiveness of such Registration Statement or document.
“ Registrable Securities ” shall mean the Shares and the