Exhibit 10.2


 


REGISTRATION RIGHTS AGREEMENT


 


REGISTRATION RIGHTS
AGREEMENT (this "Agreement"), dated as of June 23, 2015, by and among Aethlon Medical, Inc., a Nevada corporation,
with headquarters located at 9635 Granite Ridge Drive, Suite 100, San Diego, California 92123 (the "Company"),
and the investors listed on the Schedule of Buyers attached hereto (each, a "Buyer" and collectively, the "Buyers").


 


WHEREAS:


 


A.In connection with
the Securities Purchase Agreement by and among the parties hereto of even date herewith (the "Securities Purchase Agreement"),
the Company has agreed, upon the terms and subject to the conditions of the Securities Purchase Agreement, to issue and sell to
each Buyer, (i) shares of the Company's common stock, par value $0.001 per share (the "Common Stock") (the shares
of Common Stock issuable pursuant to the terms of the Securities Purchase Agreement, collectively, the "Common Shares")
and (ii) warrants (the "Warrants") which will be exercisable to purchase shares of Common Stock (as exercised,
collectively, the "Warrant Shares") in accordance with the terms of the Warrants.


 


B.In accordance with
the terms of the Securities 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 each of the Buyers hereby agree as follows:


 


1.Definitions.


 


Capitalized terms used
herein and not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase Agreement. As used
in this Agreement, the following terms shall have the following meanings:


 


(a)"Additional
Effective Date" means the date the Additional Registration Statement is declared effective by the SEC.


 


(b)"Additional
Effectiveness Deadline" means the date which is the earlier of (x) (i) in the event that the Additional Registration Statement
is not subject to a full review by the SEC, twenty (20) calendar days after the earlier of the Additional Filing Date and the Additional
Filing Deadline or (ii) in the event that the Additional Registration Statement is subject to a full review by the SEC, fifty (50)
calendar days after the earlier of the Additional Filing Date and the Additional Filing Deadline and (y) the fifth (5th)
Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that such Additional
Registration Statement will not be reviewed or will not be subject to further review; provided, however, that if the Additional
Effectiveness Deadline falls on a Saturday, Sunday or other day that the SEC is closed for business, the Additional Effectiveness
Deadline shall be extended to the next Business Day on which the SEC is open for business.


 




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(c)"Additional
Filing Date" means the date on which the Additional Registration Statement is filed with the SEC.


 


(d)"Additional
Filing Deadline" means if Cutback Shares are required to be included in any Additional Registration Statement, the later
of (i) the date sixty (60) days after the date substantially all of the Registrable Securities registered under the immediately
preceding Registration Statement are sold and (ii) the date six (6) months from the Initial Effective Date or the most recent Additional
Effective Date, as applicable.


 


(e)"Additional
Registrable Securities" means, (i) any Cutback Shares not previously included on a Registration Statement and (ii) any
capital stock of the Company issued or issuable with respect to the Common Shares, the Warrants, the Warrant Shares, or the Cutback
Shares, as applicable, as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise
without regard to any limitations on exercise of the warrants.


 


(f)"Additional
Registration Statement" means a registration statement or registration statements of the Company filed under the 1933
Act covering the resale of any Additional Registrable Securities.


 


(g)"Additional
Required Registration Amount" means (I) any Cutback Shares not previously included on a Registration Statement, all subject
to adjustment as provided in Section 2(f) or (II) such other amount as may be permitted by the staff of the SEC pursuant to Rule
415, without regard to any limitations on exercise of the Warrants.


 


(h)"Business
Day" means any day other than Saturday, Sunday or any other day on which commercial banks in the City of New York are
authorized or required by law to remain closed.


 


(i)"Closing
Date" shall have the meaning set forth in the Securities Purchase Agreement.


 


(j)"Cutback
Shares" means any of the Initial Required Registration Amount or the Additional Required Registration Amount (without
regard to clause (II) in the definition thereof) of Registrable Securities not included in all Registration Statements previously
declared effective as contemplated hereunder as a result of a limitation on the maximum number of shares of Common Stock of the
Company permitted to be registered by the staff of the SEC pursuant to Rule 415. For the purpose of determining the Cutback Shares,
in order to determine any applicable Required Registration Amount, unless an Investor gives written notice to the Company to the
contrary with respect to the allocation of its Cutback Shares, first the Warrant Shares shall be excluded on a pro rata basis among
the Investors until all of the Warrant Shares have been excluded, and second the Common Shares shall be excluded on a pro rata
basis among the Investors until all of the Common Shares have been excluded.


 




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(k)"Effective
Date" means the Initial Effective Date and the Additional Effective Date, as applicable.


 


(l)"Effectiveness
Deadline" means the Initial Effectiveness Deadline and the Additional Effectiveness Deadline, as applicable.


 


(m)"Eligible
Market" means the Principal Market, The New York Stock Exchange, Inc., the NYSE MKT LLC, The NASDAQ Capital Market, The
NASDAQ Global Select Market or The Nasdaq Global Market.


 


(n)"Filing
Deadline" means the Initial Filing Deadline and the Additional Filing Deadline, as applicable.


 


(o)"Initial
Effective Date" means the date that the Initial Registration Statement has been declared effective by the SEC.


 


(p)"Initial
Effectiveness Deadline" means the date which is the earlier of (x) (i) in the event that the Initial Registration Statement
is not subject to a full review by the SEC, fifty (50) calendar days after the Closing Date or (ii) in the event that the Initial
Registration Statement is subject to a full review by the SEC, one hundred and twenty (120) calendar days after the Closing Date
and (y) the fifth (5th) Business Day after the date the Company is notified (orally or in writing, whichever is earlier)
by the SEC that such Initial Registration Statement will not be reviewed or will not be subject to further review; provided, however,
that if the Initial Effectiveness Deadline falls on a Saturday, Sunday or other day that the SEC is closed for business, the Initial
Effectiveness Deadline shall be extended to the next Business Day on which the SEC is open for business.


 


(q)"Initial
Filing Date" means the date on which the Initial Registration Statement is filed with the SEC.


 


(r)"Initial
Filing Deadline" means the date which is thirty (30) calendar days after the Closing Date.


 


(s)"Initial
Registrable Securities" means (i) the Common Shares issued pursuant to the terms of the Securities Purchase Agreement,
(ii) the Warrant Shares issued or issuable upon exercise of the Warrants and (iii) any capital stock of the Company issued or issuable
with respect to the Common Shares, the Warrant Shares or the Warrants as a result of any stock split, stock dividend, recapitalization,
exchange or similar event or otherwise without regard to any limitations on exercise of the Warrants.


 


(t)"Initial
Registration Statement" means a registration statement or registration statements of the Company filed under the 1933
Act covering the resale of the Initial Registrable Securities.


 


(u)"Initial
Required Registration Amount" means (I) the sum of (i) the number of Common Shares and (ii) the maximum number of Warrant
Shares issued and issuable pursuant to the Warrants, without regard to any limitations on exercise of the Warrants or (II) such
other amount as may be permitted by the staff of the SEC pursuant to Rule 415.


 




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(v)"Investor"
means a Buyer or 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 this Agreement and who agrees to become bound by the provisions of this Agreement in accordance
with Section 9.


 


(w)"Lead
Investor" means Alpha Capital Anstalt.


 


(x)"Person"
means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization
and a government or any department or agency thereof.


 


(y)"Principal
Market" means The OTC QB.


 


(z)"register,"
"registered," and "registration" refer to a registration effected by preparing and filing one
or more Registration Statements (as defined below) in compliance with the 1933 Act and pursuant to Rule 415, and the declaration
or ordering of effectiveness of such Registration Statement(s) by the SEC.


 


(aa)"Registrable
Securities" means the Initial Registrable Securities and the Additional Registrable Securities.


 


(bb)"Registration
Statement" means the Initial Registration Statement and the Additional Registration Statement, as applicable.


 


(cc)"Required
Holders" means holders of at least a majority of the Registrable Securities held by Major Investors (as defined in the
Securities Purchase Agreement) and shall include the Lead Investor so long as the Lead Investor and/or any of its affiliates hold
any Registrable Securities.


 


(dd)"Required
Registration Amount" means either the Initial Required Registration Amount or the Additional
Required Registration Amount, as applicable.


 


(ee)"Rule
415" means Rule 415 promulgated under the 1933 Act or any successor rule providing for offering securities on a continuous
or delayed basis.


 


(ff)"SEC"
means the United States Securities and Exchange Commission.


 


(gg)"Trading
Day" means any day on which the Common Stock is traded on the Principal Market, or, if the Principal Market is not the
principal trading market for the Common Stock, then on the principal securities exchange or securities market on which the Common
Stock is then traded; provided that "Trading Day" shall not include any day on which the Common Stock is scheduled to
trade on such exchange or market for less than 4.5 hours or any day that the Common Stock is suspended from trading during the
final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing time
of trading on such exchange or market, then during the hour ending at 4:00:00 p.m., New York time).


 




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2.Registration.


 


(a)Initial
Mandatory Registration. Promptly following the Closing Date, the Company shall prepare, and, as soon as practicable but in
no event later than the Initial Filing Deadline, file with the SEC the Initial Registration Statement on Form S-3 covering the
resale of all of the Initial Registrable Securities. In the event that Form S-3 is unavailable for such a registration, the Company
shall use Form S-1 or such other form as is available for such a registration on another appropriate form reasonably acceptable
to the Required Holders, subject to the provisions of Section 2(e). The Initial Registration Statement prepared pursuant hereto
shall register for resale at least the number of shares of Common Stock equal to the Initial Required Registration Amount determined
as of the date the Initial Registration Statement is initially filed with the SEC, subject to adjustment as provided in Section
2(f). The Initial Registration Statement shall contain (except if otherwise directed by the Required Holders) the "Plan
of Distribution" and "Selling Shareholders" sections in substantially the form attached hereto as Exhibit
B. The Company shall use its best efforts to have the Initial Registration Statement declared effective by the SEC as soon
as practicable, but in no event later than the Initial Effectiveness Deadline. By 9:30 a.m. New York time on the Business Day following
the Initial Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus
to be used in connection with sales pursuant to such Initial Registration Statement.


 


(b)Additional
Mandatory Registrations. The Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing
Deadline, file with the SEC an Additional Registration Statement on Form S-3 covering the resale of all of the Additional Registrable
Securities not previously registered on an Additional Registration Statement hereunder. To the extent the staff of the SEC does
not permit the Additional Required Registration Amount to be registered on an Additional Registration Statement, the Company shall
file Additional Registration Statements successively trying to register on each such Additional Registration Statement the maximum
number of remaining Additional Registrable Securities until the Additional Required Registration Amount has been registered with
the SEC; provided that after two rejections by the SEC of Additional Registration Statements, the Company shall not be required
to file Additional Registration Statements more frequently than once per sixty day period commencing subsequent to the second rejection.
In the event that Form S-3 is unavailable for such a registration, the Company shall use Form S-1 or such other form as is available
for such a registration on another appropriate form reasonably acceptable to the Required Holders, subject to the provisions of
Section 2(e). Each Additional Registration Statement prepared pursuant hereto shall register for resale at least that number of
shares of Common Stock equal to the Additional Required Registration Amount determined as of the date such Additional Registration
Statement is initially filed with the SEC, subject to adjustment as provided in Section 2(f). Each Additional Registration
Statement shall contain (except if otherwise directed by the Required Holders) the "Plan of Distribution" and
"Selling Shareholders" sections in substantially the form attached hereto as Exhibit B. The Company shall
use its best efforts to have each Additional Registration Statement declared effective by the SEC as soon as practicable, but in
no event later than the Additional Effectiveness Deadline. By 9:30 a.m. New York time on the Business Day following the Additional
Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to be used
in connection with sales pursuant to such Additional Registration Statement.


 




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(c)Allocation
of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase
or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the
number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable
Securities or increase or decrease thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers
any of such Investor's Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number
of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a
Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such
Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then
held by such Investors which are covered by such Registration Statement. In no event shall the Company include any securities other
than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders.


 


(d)Legal Counsel.
Subject to Section 5 hereof, the Required Holders shall have the right to select one legal counsel to review and oversee any registration
pursuant to this Section 2 ("Legal Counsel"), which shall be Grushko & Mittman, P.C., or such other counsel
as thereafter designated by the Required Holders. The Company and Legal Counsel shall reasonably cooperate with each other in performing
the Company's obligations under this Agreement.


 


(e)Ineligibility
for Form S-3. In the event that Form S-3 is not available for the registration of the resale of Registrable Securities hereunder,
the Company shall (i) register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable
to the Required Holders and (ii) undertake to register the Registrable Securities on Form S-3 as soon as such form is available,
provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as any
such Registration Statement on Form S-3 filed by the Company covering the Registrable Securities has been declared effective by
the SEC.


 


(f)Sufficient
Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section
2(a) or Section 2(b) is insufficient to cover the Required Registration Amount of Registrable Securities required to be covered
by such Registration Statement or an Investor's allocated portion of the Registrable Securities pursuant to Section 2(c), the Company
shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor,
if applicable), or both, so as to cover at least the Required Registration Amount as of the Trading Day immediately preceding the
date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not
later than fifteen (15) days after the necessity therefor arises. The Company shall use its best efforts to cause such amendment
and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the
foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover
all of the Registrable Securities" if at any time the number of shares of Common Stock available for resale under the Registration
Statement is less than the Required Registration Amount. The calculation set forth in the foregoing sentence shall be made without
regard to any limitations on the exercise of the Warrants and such calculation shall assume the Warrants are then exercisable in
full into shares of Common Stock at the then prevailing Exercise Price (as defined in the Warrants).


 




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(g)Effect
of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement
when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a "Registration
Failure"), (ii) a Registration Statement covering all of the Registrable Securities required
to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before
the applicable Filing Deadline (a "Filing Failure") or (B) not declared effective
by the SEC on or before the applicable Effectiveness Deadline, (an "Effectiveness Failure")
or (iii) on any day after the applicable Effective Date, sales of all of the Registrable Securities
required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined
in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension
of trading or any other limitation imposed by an Eligible Market, a failure to keep such Registration Statement effective, a failure
to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a failure to register
a sufficient number of shares of Common Stock or a failure to maintain the listing of the Common Stock) (a "Maintenance
Failure" and collectively with a Registration Failure, a Filing Failure, and an Effectiveness
Failure, the “Failures” and each a “Failure”),
then, as partial relief for the damages to any holder by reason of a Failure (which remedy shall not be exclusive of any other
remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the
Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities relating to such Registration
Statement an amount in cash equal to two percent (2.0%) of the aggregate Purchase Price (as defined in the Securities Purchase
Agreement) of such Investor's Registrable Securities whether or not included in such Registration Statement, on each of the following
dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv)
the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every thirtieth
day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; (vi) on the thirtieth
day after the date of a Filing Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days)
until such Filing Failure is cured; (vii) on the thirtieth day after the date of an Effectiveness Failure and every thirtieth day
thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viii) on the
thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling
less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one
Failure occurring simultaneously, the 2.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 2% shall
be due, however 2% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures
are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as "Registration
Delay Payments." Registration Delay Payments shall be paid on the earlier of (I) the dates
set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured.
In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear
interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding
anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed ten percent (10.0%)
of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without
any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below). Notwithstanding
anything to the contrary contained herein, no Failure shall be deemed to have occurred or be deemed ongoing due to a failure to
keep a Registration Statement effective that is caused solely by the Company’s filing of an Annual Report on Form 10-K so
long as the Company also has filed a post-effective amendment to such Registration Statement as required by Section 3(b) and such
post-effective amendment is declared effective by the date which is the earlier of (x) (i) in the event that the post-effective
amendment is not subject to a full review by the SEC, fifty (50) calendar days after the filing date thereof or (ii) in the event
that the post-effective amendment is subject to a full review by the SEC, eighty (80) calendar days after the filing date thereof
and (y) the fifth (5th) Business Day after the date the Company is notified (orally or in writing, whichever is earlier)
by the SEC that such post-effective amendment will not be reviewed or will not be subject to further review; provided, however,
that if such date falls on a Saturday, Sunday or other day that the SEC is closed for business, the date shall be extended to the
next Business Day on which the SEC is open for business.


 




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3.Related
Obligations.


 


At such time as the Company
is obligated to file a Registration Statement with the SEC pursuant to Section 2(a), 2(b), 2(e) or 2(f), the Company will use its
best efforts to effect the registration of the Registrable Securities in accordance with the intended method of disposition thereof
and, pursuant thereto, the Company shall have the following obligations:


 


(a)The Company
shall promptly prepare and file with the SEC a Registration Statement with respect to the Registrable Securities and use its best
efforts to cause such Registration Statement relating to the Registrable Securities to become effective as soon as practicable
after such filing (but in no event later than the Effectiveness Deadline). The Company shall keep each Registration Statement effective
pursuant to Rule 415 at all times until the earlier of (i) the date that is two (2) years and six (6) months after the Closing
Date or (ii) the date on which the Investors shall have sold all of the Registrable Securities required to be covered by such Registration
Statement (the "Registration Period"). The Company shall ensure that each Registration Statement (including any
amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact
or omit to state a material fact required to be stated therein, or necessary to make the statements therein (in the case of prospectuses,
in the light of the circumstances in which they were made) not misleading. The term "best efforts" shall mean, among
other things, that the Company shall submit to the SEC, within two (2) Business Days after the later of the date that (i) the Company
learns that no review of a particular Registration Statement will be made by the staff of the SEC or that the staff has no further
comments on a particular Registration Statement, as the case may be, and (ii) the approval of Legal Counsel and the Registration
Consultant (as defined in Section 5) pursuant to Section 3(c) (which approval is immediately sought), a request for acceleration
of effectiveness of such Registration Statement to a time and date not later than two (2) Business Days after the submission of
such request. The Company shall respond in writing to comments made by the SEC in respect of a Registration Statement as soon as
practicable, but in no event later than fifteen (15) days after the receipt of comments by or notice from the SEC that an amendment
is required in order for a Registration Statement to be declared effective. The Company shall cause the Registration Consultant
to be included on all substantive communications with the SEC and the Company’s legal counsel with respect to, and to receive
all drafts of, the Registration Statement and any amendments and supplements thereto. The Company shall provide a first draft of
the Initial Registration Statement to the Registration Consultant no later than ten (10) days after the Closing Date.


 




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(b)The Company
shall prepare and file with the SEC such amendments (including post-effective amendments) and supplements to a Registration Statement
and the prospectus used in connection with such Registration Statement, which prospectus is to be filed pursuant to Rule 424 promulgated
under the 1933 Act, as may be necessary to keep such Registration Statement effective at all times during the Registration Period,
and, during such period, comply with the provisions of the 1933 Act with respect to the disposition of all Registrable Securities
of the Company covered by such Registration Statement until such time as all of such Registrable Securities shall have been disposed
of in accordance with the intended methods of disposition by the seller or sellers thereof as set forth in such Registration Statement.
In the case of amendments and supplements to a Registration Statement which are required to be filed pursuant to this Agreement
(including pursuant to this Section 3(b)) by reason of the Company filing a report on Form 10-K, Form 10-Q, Form 8-K or any analogous
report under the Securities Exchange Act of 1934, as amended (the "1934 Act"), the Company shall have incorporated
such report by reference into such Registration Statement, if applicable, or shall file such amendments or supplements with the
SEC on the same day on which the 1934 Act report is filed which created the requirement for the Company to amend or supplement
such Registration Statement.


 


(c)The Company
shall (A) permit Legal Counsel and the Registration Consultant to review and comment upon (i) a Registration Statement at least
three (3) Business Days prior to its filing with the SEC and (ii) all amendments and supplements to all Registration Statements
(except that Legal Counsel shall not be entitled to review those filed solely by reason of the Company filing Annual Reports on
Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any similar or successor reports so long as there are
no changes to the "Plan of Distribution" and "Selling Shareholders" sections thereof) within
a reasonable number of days prior to their filing with the SEC, (B) permit each Major Investor to review and comment on the "Plan
of Distribution" and "Selling Shareholders" sections of the Registration Statement and all amendments
and supplements to the Registration Statement to the extent any changes are made to those sections, and (C) not file any Registration
Statement or amendment or supplement thereto in a form to which Legal Counsel or the Registration Consultant reasonably objects;
provided however, that if the delay in filing the Registration Statement is due to Legal Counsel’s, the Registration Consultant’s
or a Major Investor’s unreasonable objections (and unreasonable refusal to allow the Company to file the Registration Statement),
then in such event, no Registration Failure (or similar event that triggers a Registration Delay Payment) shall be deemed to have
occurred. The Company shall not submit a request for acceleration of the effectiveness of a Registration Statement or any amendment
or supplement thereto without the prior approval of Legal Counsel and the Registration Consultant, which consent shall not be unreasonably
withheld; provided however, that if the delay in filing the effectiveness of the Registration Statement is due to Legal Counsel’s
or the Registration Consultant’s unreasonable objections (and unreasonable refusal to allow the Registration Statement to
become effective) then in such event, no Effectiveness Failure (or similar event that triggers a Registration Delay Payment) shall
be deemed to have occurred. The Company shall furnish to Legal Counsel and the Registration Consultant, without charge, (i) copies
of any correspondence from the SEC or the staff of the SEC to the Company or its representatives relating to any Registration Statement,
(ii) promptly after the same is prepared and filed with the SEC, one copy of any Registration Statement and any amendment(s) thereto,
including financial statements and schedules, all documents incorporated therein by reference, if requested by an Investor, and
all exhibits and (iii) upon the effectiveness of any Registration Statement, one copy of the prospectus included in such Registration
Statement and all amendments and supplements thereto. The Company shall reasonably cooperate with Legal Counsel, the Registration
Consultant and the Major Investors in performing the Company's obligations pursuant to this Section 3.


 




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(d)The Company
shall furnish to each Investor whose Registrable Securities are included in any Registration Statement, without charge, (i) promptly
after the same is prepared and filed with the SEC, at least one copy of such Registration Statement and any amendment(s) thereto,
including financial statements and schedules, all documents incorporated therein by reference, if requested by an Investor, all
exhibits and each preliminary prospectus, (ii) upon the effectiveness of any Registration Statement, ten (10) copies of the prospectus
included in such Registration Statement and all amendments and supplements thereto (or such other number of copies as such Investor
may reasonably request) and (iii) such other documents, including copies of any preliminary or final prospectus, as such Investor
may reasonably request from time to time in order to facilitate the disposition of the Registrable Securities owned by such Investor.


 


(e)The Company
shall use its best efforts to (i) register and qualify, unless an exemption from registration and qualification applies, the resale
by Investors of the Registrable Securities covered by a Registration Statement under such other securities or "blue sky"
laws of all applicable jurisdictions in the United States, (ii) prepare and file in those jurisdictions such amendments (including
post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness
thereof during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualifications
in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify
the Registrable Securities for sale in such jurisdictions; provided, however, that the Company shall not be required in connection
therewith or as a condition thereto to (x) qualify to do business in any jurisdiction where it would not otherwise be required
to qualify but for this Section 3(e), (y) subject itself to general taxation in any such jurisdiction, or (z) file a general consent
to service of process in any such jurisdiction. The Company shall promptly notify Legal Counsel and each Investor who holds Registrable
Securities of the receipt by the Company of any notification with respect to the suspension of the registration or qualification
of any of the Registrable Securities for sale under the securities or "blue sky" laws of any jurisdiction in the United
States or its receipt of actual notice of the initiation or threatening of any proceeding for such purpose.


 




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(f)The Company
shall notify Legal Counsel and each Investor in writing of the happening of any event, as promptly as practicable but not later
than the first Business Day after becoming aware of such event, (i) as a result of which the prospectus included in a Registration
Statement, as then in effect, includes an untrue statement of a material fact or omission to state a material fact required to
be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not
misleading (provided that in no event shall such notice contain any material, nonpublic information), or (ii) that results in the
lack of effectiveness of any Registration Statement, and, subject to Section 3(r), promptly prepare a supplement or amendment to
such Registration Statement to correct such untrue statement or omission, or lack of effectiveness of any Registration Statement,
and deliver ten (10) copies of such supplement or amendment to Legal Counsel and each Investor (or such other number of copies
as Legal Counsel or such Investor may reasonably request). The Company shall also promptly notify Legal Counsel and each Investor
in writing (i) when a prospectus or any prospectus supplement or post-effective amendment has been filed, and when a Registration
Statement or any post-effective amendment has become effective (notification of such effectiveness shall be delivered to Legal
Counsel and each Investor by facsimile or email on the same day of such effectiveness and by overnight mail), (ii) of any request
by the SEC for amendments or supplements to a Registration Statement or related prospectus or related information, and (iii) of
the Company's reasonable determination that a post-effective amendment to a Registration Statement would be appropriate. By 9:30
a.m. New York City time on the date following the date any post-effective amendment has become effective, the Company shall file
with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to be used in connection with sales pursuant to
such Registration Statement.


 


(g)The Company
shall use its best efforts to prevent the issuance of any stop order or other suspension of effectiveness of a Registration Statement,
or the suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction and, if such an order
or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest possible moment and to notify Legal
Counsel and each Investor who holds Registrable Securities being sold of the issuance of such order and the resolution thereof
or its receipt of actual notice of the initiation or threat of any proceeding for such purpose.


 


(h)If any Investor
is required by the SEC to be described in the Registration Statement as an underwriter or an Investor believes that it should be
identified as an underwriter of Registrable Securities in the Registration Statement and the Registration Statement is so modified,
at the reasonable request of such Investor, the Company shall furnish to such Investor, on the date of the effectiveness of the
Registration Statement and thereafter from time to time on such dates as an Investor may reasonably request (i) a letter, dated
such date, from the Company's independent certified public accountants in form and substance as is customarily given by independent
certified public accountants to underwriters in an underwritten public offering, addressed to the Investors, and (ii) an opinion,
dated as of such date, of counsel representing the Company for purposes of such Registration Statement, in form, scope and substance
as is customarily given in an underwritten public offering, addressed to the Investors.


 




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(i)If any Investor
is required under applicable securities laws to be described in the Registration Statement as an underwriter or an Investor believes
that it could reasonably be deemed to be an underwriter of Registrable Securities, the Company shall make available for inspection
by (i) such Investor, (ii) Legal Counsel and (iii) one firm of accountants or other agents retained by the Investors (collectively,
the "Inspectors"), all pertinent financial and other records, and pertinent corporate documents and properties
of the Company (collectively, the "Records"), as shall be reasonably deemed necessary by each Inspector, and cause
the Company's officers, directors and employees to supply all information which any Inspector may reasonably request; provided,
however, that each Inspector shall agree to hold in strict confidence and shall not make any disclosure (except to an Investor)
or use of any Record or other information which the Company determines in good faith to be confidential, and of which determination
the Inspectors are so notified, unless (a) the disclosure of such Records is necessary to avoid or correct a misstatement or omission
in any Registration Statement or is otherwise required under the 1933 Act, (b) the release of such Records is ordered pursuant
to a final, non-appealable subpoena or order from a court or government body of competent jurisdiction, or (c) the information
in such Records has been made generally available to the public other than by disclosure in violation of this Agreement. Each Investor
agrees that it shall, upon learning that disclosure of such Records is sought in or by a court or governmental body of competent
jurisdiction or through other means, give prompt notice to the Company and allow the Company, at its expense, to undertake appropriate
action to prevent disclosure of, or to obtain a protective order for, the Records deemed confidential. Nothing herein (or in any
other confidentiality agreement between the Company and any Investor) shall be deemed to limit the Investors' ability to sell Registrable
Securities in a manner which is otherwise consistent with applicable laws and regulations.


 


(j)The Company
shall hold in confidence and not make any disclosure of information concerning an Investor provided to the Company unless (i) disclosure
of such information is necessary to comply with federal or state securities laws, (ii) the disclosure of such information is necessary
to avoid or correct a misstatement or omission in any Registration Statement, (iii) the release of such information is ordered
pursuant to a subpoena or other final, non-appealable order from a court or governmental body of competent jurisdiction, or (iv)
such information has been made generally available to the public other than by disclosure in violation of this Agreement or any
other agreement. The Company agrees that it shall, upon learning that disclosure of such information concerning an Investor is
sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt written notice to such
Investor and allow such Investor a reasonable period of time, at the Investor's expense, to undertake appropriate action to prevent
disclosure of, or to obtain a protective order for, such information.


 


(k)The Company
shall use its best efforts either to (i) cause all of the Registrable Securities covered by a Registration Statement to be listed
on each securities exchange on which securities of the same class or series issued by the Company are then listed, if any, if the
listing of such Registrable Securities is then permitted under the rules of such exchange or (ii) secure the inclusion for quotation
of all of the Registrable Securities on the Principal Market or (iii) if, despite the Company's best efforts, the Company is unsuccessful
in satisfying the preceding clauses (i) and (ii), to secure the inclusion for quotation on another Eligible Market for such Registrable
Securities and, without limiting the generality of the foregoing, to use its best efforts to arrange for at least two market makers
to register with the Financial Industry Regulatory Authority, Inc. ("FINRA") as such with respect to such Registrable
Securities. The Company shall pay all fees and expenses in connection with satisfying its obligation under this Section 3(k).


 




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(l)The Company
shall cooperate with the Investors who hold Registrable Securities being offered and, to the extent applicable, facilitate the
timely preparation and delivery of certificates (not bearing any restrictive legend) representing the Registrable Securities to
be offered pursuant to a Registration Statement and enable such certificates to be in such denominations or amounts, as the case
may be, as the Investors may reasonably request and registered in such names as the Investors may request.


 


(m)If requested
by an Investor, the Company shall as soon as practicable (i) incorporate in a prospectus supplement or post-effective amendment
such information as an Investor reasonably requests to be included therein relating to the sale and distribution of Registrable
Securities, including, without limitation, information with respect to the number of Registrable Securities being offered or sold,
the purchase price being paid therefor and any other terms of the offering of the Registrable Securities to be sold in such offering;
(ii) make all required filings of such prospectus supplement or post-effective amendment after being notified of the matters to
be incorporated in such prospectus supplement or post-effective amendment; and (iii) supplement or make amendments to any Registration
Statement if reasonably requested by an Investor holding any Registrable Securities.


 


(n)The Company
shall use its best efforts to cause the Registrable Securities covered by a Registration Statement to be registered with or approved
by such other governmental agencies or authorities as may be necessary to consummate the disposition of such Registrable Securities.


 


(o)The Company
shall make generally available to its security holders as soon as practical, but not later than ninety (90) days after the close
of the period covered thereby, an earnings statement (in form complying with, and in the manner provided by, the provisions of
Rule 158 under the 1933 Act) covering a twelve-month period beginning not later than the first day of the Company's fiscal quarter
next following the applicable Effective Date of a Registration Statement.


 


(p)The Company
shall otherwise use its best efforts to comply in all material respects with all applicable rules and regulations of the SEC in
connection with any registration hereunder.


 


(q)Within two (2)
Business Days after a Registration Statement which covers Registrable Securities is ordered effective by the SEC, the Company shall
deliver, and shall cause legal counsel for the Company to deliver, to the transfer agent for such Registrable Securities (with
copies to the Investors whose Registrable Securities are included in such Registration Statement) confirmation that such Registration
Statement has been declared effective by the SEC in the form attached hereto as Exhibit A.


 




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(r)Notwithstanding
anything to the contrary herein, at any time after the Effective Date, the Company may delay the disclosure of material, non-public
information concerning the Company the disclosure of which at the time is not, in the good faith opinion of the Board of Directors
of the Company and its counsel, in the best interest of the Company and, in the opinion of counsel to the Company, otherwise required
(a "Grace Period"); provided, that the Company shall promptly (i) notify the Investors in writing of the existence
of material, non-public information giving rise to a Grace Period (provided that in each notice the Company will not disclose the
content of such material, non-public information to the Investors) and the date on which the Grace Period will begin, and (ii)
notify the Investors in writing of the date on which the Grace Period ends; and, provided further, that no Grace Period shall exceed
ten (10) consecutive Trading Days and during any three hundred sixty five (365) day period such Grace Periods shall not exceed
an aggregate of twenty (20) Trading Days and the first day of any Grace Period must be at least five (5) Trading Days after the
last day of any prior Grace Period (each, an "Allowable Grace Period"). For purposes of determining the length
of a Grace Period above, the Grace Period shall begin on and include the date the Investors receive the notice referred to in clause
(i) and shall end on and include the later of the date the Investors receive the notice referred to in clause (ii) and the date
referred to in such notice. The provisions of Section 3(g) hereof shall not be applicable during the period of any Allowable Grace
Period. Upon expiration of the Grace Period, the Company shall again be bound by the first sentence of Section 3(f) with respect
to the information giving rise thereto unless such material, non-public information is no longer applicable. Notwithstanding anything
to the contrary, the Company shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of an
Investor in accordance with the terms of the Securities Purchase Agreement in connection with any sale of Registrable Securities
with respect to which an Investor has entered into a contract for sale, prior to the Investor's receipt of the notice of a Grace
Period and for which the Investor has not yet settled.


 


(s)Neither the
Company nor any Subsidiary or affiliate thereof shall identify any Investor as an underwriter in any public disclosure or filing
with the SEC, the Principal Market or any Eligible Market and any Buyer being deemed an underwriter by the SEC shall not relieve
the Company of any obligations it has under this Agreement or any other Transaction Document (as defined in the Securities Purchase
Agreement); provided, however, that the foregoing shall not prohibit the Company from including the disclosure found
in the "Plan of Distribution" section attached hereto as Exhibit B in the Registration Statement. If the Company
is required by law to identify any Investor as an underwriter in any public disclosure or filing with the SEC, the Principal Market
or any Eligible Market, prior to so identifying any such Investor, the Company shall promptly notify each such Investor of the
legal requirement and give each such Investor a reasonable opportunity to persuade the applicable regulator that said disclosure
is not required. If the applicable Investors are unable to eliminate the legal requirement to be identified as an underwriter,
the applicable Investor shall have five (5) Business Days to consent to such disclosure or to agree to withdraw as a selling shareholder
under the Registration Statement. If an Investor agrees to withdraw as a selling shareholder under the Registration Statement,
the Company shall not be responsible for any such Failures with respect to any such Investor.


 


(t)Neither the
Company nor any of its Subsidiaries has entered, as of the date hereof, nor shall the Company or any of its Subsidiaries, on or
after the date of this Agreement, enter into any agreement with respect to its securities, that would have the effect of preventing
the Company from performing its obligations hereunder.


 




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4.Obligations
of the Investors.


 


(a)At least five
(5) Business Days prior to the first anticipated Filing Date of a Registration Statement, the Company shall notify each Investor
in writing of the information the Company requires from each such Investor if such Investor elects to have any of such Investor's
Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company
to complete any registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that
such Investor shall timely furnish to the Company such information regarding itself, the Registrable Securities held by it and
the intended method of disposition of the Registrable Securities held by it as shall be reasonably required by the Company to effect
and maintain the effectiveness of the registration of such Registrable Securities and shall timely execute such documents in connection
with such registration as the Company may reasonably request.


 


(b)Each Investor,
by such Investor's acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the
Company in connection with the preparation and filing of any Registration Statement hereunder, unless such Investor has notified
the Company in writing of such Investor's election to exclude all of such Investor's Registrable Securities from such Registration
Statement.


 


(c)Each Investor
agrees that, upon delivery of any notice from the Company of the happening of any event of the kind described in Section 3(g) or
the first sentence of 3(f) (a “No Sale Notice”), such Investor (and any person acting on its behalf) will immediately
discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities
until such Investor's receipt of copies of the supplemented or amended prospectus as contemplated by Section 3(g) or the first
sentence of 3(f) or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary, the
Company shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of an Investor in accordance
with the terms of the Securities Purchase Agreement in connection with any sale of Registrable Securities with respect to which
an Investor has entered into a contract for sale prior to the Investor's receipt of a notice from the Company of the happening
of any event of the kind described in Section 3(g) or the first sentence of 3(f) and for which the Investor has not yet settled.
Neither the Company, nor any of its Affiliates or counsel, shall have liability for the failure of any Investor (or any person
acting on its behalf) to cease distributions after delivery of a No Sale Notice. In addition to, and notwithstanding the foregoing,
and except as set forth in the second sentence of this paragraph 3(c), each Investor agrees that it (and any person acting on its
behalf) will sell or dispose of shares of Common Stock or Warrant Shares obtained upon the exercise of the Warrants only at such
time or times when (i) the Common Stock or Warrant Shares obtained upon the exercise of the Warrants are registered under the Registration
Statement and such Registration Statement is then effective, or (ii) the shares of Common Stock or Warrant Shares obtained upon
the exercise of the Warrants are eligible for sale under Rule 144 or any other exemption from registration.


 


(d)Each Investor
covenants and agrees that it will comply with the prospectus delivery requirements of the 1933 Act as applicable to it or an exemption
therefrom in connection with sales of Registrable Securities pursuant to the Registration Statement.


 




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5.Expenses of
Registration.


 


All reasonable expenses,
other than underwriting discounts and commissions, incurred in connection with registrations, filings or qualifications pursuant
to Sections 2 and 3, including, without limitation, all registration, listing and qualifications fees, printers and accounting
fees, and fees and disbursements of counsel for the Company shall be paid by the Company. The Company shall also reimburse the
Investors for the fees and disbursements of Legal Counsel in connection with registration, filing or qualification pursuant to
Sections 2 and 3 of this Agreement which amount shall be limited to $5,000 for each such registration, filing or qualification.
The Company shall also engage Jolie Kahn or other counsel mutually acceptable to the Company and Empery Asset Management, LP to
act as a registration consultant (the “Registration Consultant”) and shall pay such Registration Consultant reasonable
fees and expenses, which amount shall not, without the prior written consent of the Company, exceed $30,000 in the aggregate per
Registration Statement for all filings (including, but not limited to, amendments and supplements thereto) relating to, and the
registration and qualification of the securities underlying, such Registration Statement.


 


6.Indemnification.


 


In the event any Registrable
Securities are included in a Registration Statement under this Agreement:


 


 


 




    	16



    	 



    

 


(a)To the fullest
extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend each Investor, the directors, officers,
partners, members, employees, agents, representatives of, and each Person, if any, who controls any Investor within the meaning
of the 1933 Act or the 1934 Act (each, an "Indemnified Person"), against any losses, claims, damages, liabilities,
judgments, fines, penalties, charges, costs, reasonable attorneys' fees, amounts paid in settlement or expenses, joint or several
(collectively, "Claims"), incurred in investigating, preparing or defending any action, claim, suit, inquiry,
proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory
agency, body or the SEC, whether pending or threatened, whether or not an indemnified party is or may be a party thereto ("Indemnified
Damages"), to which any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced
or threatened, in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material
fact in a Registration Statement or any post-effective amendment thereto or in any filing made in connection with the qualification
of the offering under the securities or other "blue sky" laws of any jurisdiction in which Registrable Securities are
offered ("Blue Sky Filing"), or the omission or alleged omission to state a material fact required to be stated
therein or necessary to make the statements therein not misleading, (ii) any untrue statement or alleged untrue statement of a
material fact contained in any preliminary prospectus if used prior to the effective date of such Registration Statement, or contained
in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the
SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light
of the circumstances under which the statements therein were made, not misleading, (iii) any violation or alleged violation by
the Company of the 1933 Act, the 1934 Act, any other law, including, without limitation, any state securities law, or any rule
or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to a Registration Statement or (iv)
any violation of this Agreement (the matters in the foregoing clauses (i) through (iv) being, collectively, "Violations").
Subject to Section 6(c), the Company shall reimburse the Indemnified Persons, promptly as such expenses are incurred and are due
and payable, for any legal fees or other reasonable expenses incurred by them in connection with investigating or defending any
such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section
6(a): (i) shall not apply to a Claim by an Indemnified Person arising out of or based upon a Violation which occurs in reliance
upon and in conformity with information furnished in writing to the Company by such Indemnified Person for such Indemnified Person
expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement
thereto; and (ii) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written
consent of the Company, which consent shall not be unreasonably withheld or delayed. Such indemnity shall remain in full force
and effect regardless of any investigation made by or on behalf of the Indemnified Person and shall survive the transfer of the
Registrable Securities by the Investors pursuant to Section 9.


 


(b)In connection
with any Registration Statement in which an Investor is participating, each such Investor agrees to severally and not jointly indemnify,
hold harmless and defend, to the same extent and in the same manner as is set forth in Section 6(a), the Company, each of its directors,
each of its officers who signs the Registration Statement and each Person, if any, who controls the Company within the meaning
of the 1933 Act or the 1934 Act (each, an "Indemnified Party"), against any Claim or Indemnified Damages to which
any of them may become subject, under the 1933 Act, the 1934 Act or otherwise, insofar as such Claim or Indemnified Damages arise
out of or are based upon any Violation, in each case to the extent, and only to the extent, that such Violation occurs in reliance
upon and in conformity with written information furnished to the Company by such Investor expressly for use in connection with
such Registration Statement; and, subject to Section 6(c), such Investor shall reimburse the Indemnified Party for any legal or
other expenses reasonably incurred by an Indemnified Party in connection with investigating or defending any such Claim; provided,
however, that the indemnity agreement contained in this Section 6(b) and the agreement with respect to contribution contained in
Section 7 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent
of such Investor, which consent shall not be unreasonably withheld or delayed; provided, further, however, that the Investor shall
be liable under this Section 6(b) for only that amount of a Claim or Indemnified Damages as does not exceed the net proceeds to
such Investor as a result of the sale of Registrable Securities pursuant to such Registration Statement. Such indemnity shall remain
in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer
of the Registrable Securities by the Investors pursuant to Section 9.


 




    	17



    	 



    

 


(c)Promptly after
receipt by an Indemnified Person or Indemnified Party under this Section 6 of notice of the commencement of any action or proceeding
(including any governmental action or proceeding) involving a Claim, such Indemnified Person or Indemnified Party shall, if a Claim
in respect thereof is to be made against any indemnifying party under this Section 6, deliver to the indemnifying party a written
notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying
party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel
mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified Party, as the case may be; provided,
however, that an Indemnified Person or Indemnified Party shall have the right to retain its own counsel with the fees and expenses
of not more than one counsel for all such Indemnified Person or Indemnified Party to be paid by the indemnifying party, if, in
the reasonable opinion of counsel retained by the Indemnified Person or Indemnified Party, as applicable, the representation by
such counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or
potential differing interests between such Indemnified Person or Indemnified Party and any other party represented by such counsel
in such proceeding. In the case of an Indemnified Person, legal counsel referred to in the immediately preceding sentence shall
be selected by the Investors holding at least a majority in interest of the Registrable Securities included in the Registration
Statement to which the Claim relates. The Indemnified Party or Indemnified Person shall reasonably cooperate with the indemnifying
party in connection with any negotiation or defense of any such action or Claim by the indemnifying party and shall furnish to
the indemnifying party all information reasonably available to the Indemnified Party or Indemnified Person which relates to such
action or Claim. The indemnifying party shall keep the Indemnified Party or Indemnified Person fully apprised at all times as to
the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement
of any action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifying party shall
not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the
Indemnified Party or Indemnified Person, consent to entry of any judgment or enter into any settlement or other compromise which
does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party or Indemnified
Person of a release from all liability in respect to such Claim or litigation and such settlement shall not include any admission
as to fault on the part of the Indemnified Party. Following indemnification as provided for hereunder, the indemnifying party shall
be subrogated to all rights of the Indemnified Party or Indemnified Person with respect to all third parties, firms or corporations
relating to the matter for which indemnification has been made. The failure to deliver written notice to the indemnifying party
within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability to the
Indemnified Person or Indemnified Party under this Section 6, except to the extent that the indemnifying party is prejudiced in
its ability to defend such action.


 


(d)The indemnification
required by this Section 6 shall be made by periodic payments of the amount thereof during the course of the investigation or defense,
as and when bills are received or Indemnified Damages are incurred.


 


(e)The indemnity
agreements contained herein shall be in addition to (i) any cause of action or similar right of the Indemnified Party or Indemnified
Person against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject to pursuant to
the law.


 




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7.Contribution.


 


To the extent any indemnification
by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respect
to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted by law; provided, however,
that: (i) no Person involved in the sale of Registrable Securities which Person is guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the 1933 Act) in connection with such sale shall be entitled to contribution from any Person involved
in such sale of Registrable Securities who was not guilty of fraudulent misrepresentation; and (ii) contribution by any seller
of Registrable Securities shall be limited in amount to the amount of net proceeds received by such seller from the sale of such
Registrable Securities pursuant to such Registration Statement.


 


8.Reports Under
the 1934 Act.


 


With a view to making
available to the Investors the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the
SEC that may at any time permit the Investors to sell securities of the Company to the public without registration ("Rule
144"), the Company agrees to:


 


(a)make and keep
public information available, as those terms are understood and defined in Rule 144;


 


(b)file with the
SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the
Company remains subject to such requirements and the filing of such reports and other documents is required for the applicable
provisions of Rule 144; and


 


(c)furnish to each
Investor so long as such Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company, if
true, that it has complied with the reporting requirements of the 1933 Act and the 1934 Act and that it has satisfied the current
public information provisions set forth in Rule 144, (ii) a copy of the most recent annual or quarterly report of the Company and
such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to permit
the Investors to sell such securities pursuant to Rule 144 without registration.


 


9.Assignment of
Registration Rights.


 


The rights under this
Agreement shall be automatically assignable by the Investors to any transferee of all or any portion of such Investor's Registrable
Securities if: (i) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement
is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after
such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b)
the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such
transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act
or applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause
(ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained
herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement.


 




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10.Amendment of
Registration Rights.


 


Provisions of this Agreement
may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively
or prospectively), only with the written consent of the Company and the Required Holders; provided that any such amendment or waiver
that complies with the foregoing but that disproportionately, materially and adversely affects the rights and obligations of any
Investor relative to the comparable rights and obligations of the other Investors shall require the prior written consent of such
adversely affected Investor. Any amendment or waiver effected in accordance with this Section 10 shall be binding upon each Investor
and the Company. No such amendment shall be effective to the extent that it applies to less than all of the holders of the Registrable
Securities. No consideration shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision
of this Agreement unless the same consideration (other than the reimbursement of legal fees) also is offered to all of the parties
to this Agreement.


 


11.Miscellaneous.


 


(a)A Person is
deemed to be a holder of Registrable Securities whenever such Person owns or is deemed to own of record such Registrable Securities.
If the Company receives conflicting instructions, notices or elections from two or more Persons with respect to the same Registrable
Securities, the Company shall act upon the basis of instructions, notice or election received from such record owner of such Registrable
Securities.


 


(b)Any notices,
consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing
and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile
(provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); (iii)
when sent, if sent by electronic mail; or (iv) one Business Day after deposit with a nationally recognized overnight delivery service,
in each case properly addressed to the party to receive the same. The addresses, facsimile numbers and email addresses for such
communications shall be:


 


If to the Company:


 


Aethlon Medical, Inc.


9635 Granite Ridge Drive, Suite 100


San Diego, CA 92123


Attention: James Frakes, CFO


Fax: 858-272-2738


E-mail: jfrakes@aethlonmedical.com


 




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With a copy (for informational
purposes only) to:


 


	 	Raines Feldman LLP
	 	9720 Wishire Boulevard, 5th Floor
	 	Los Angeles, CA 90212
	 	Attention:  	Jennifer A. Post, Esq.
	 	Fax:  	(310) 499-5922
	 	Email:	jpost@raineslaw.com


 


If to the Transfer Agent:


 


	 	Computershare
	 	250 Royall Street
	 	Canton, MA 02021
	 	Telephone:	303-262-0678
	 	Facsimile:	303-262-0610
	 	Attention:	Lee Meier
	 	E-mail:	Lee.Meier@computershare.com


 


If to Legal Counsel:


 


	 	Grushko & Mittman, P.C.
	 	515 Rockaway Avenue
	 	Valley Stream, NY 11581
	 	Telephone:	(212) 697-9500
	 	Facsimile:	(212) 697-3575
	 	Attention:	Barbara R. Mittman, Esq.
	 	Email:	barbara@grushkomittman.com


 


If to a Buyer, to its address, facsimile
number and/or email address set forth on the Schedule of Buyers attached hereto or on the signature pages of the Securities Purchase
Agreement, with copies to such Buyer's representatives as set forth on the Schedule of Buyers, or to such other address, facsimile
number and/or email address to the attention of such other Person as the recipient party has specified by written notice given
to each other party five (5) days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient
of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender's facsimile
machine or email containing the time, date, recipient facsimile number and an image of the first page of such transmission or (C)
provided by a courier or overnight courier service shall be rebuttable evidence of personal service, receipt by facsimile or receipt
from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.


 


(c)Failure of any
party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy,
shall not operate as a waiver thereof.


 




    	21



    	 



    

 


(d)All questions
concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws
of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State
of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State
of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The
City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction
contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding,
any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought
in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives
personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof
to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and
sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve
process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST,
A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION
CONTEMPLATED HEREBY.


 


(e)If any provision
of this Agreement is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction,
the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent
that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity
of the remaining provisions of this Agreement so long as this Agreement as so modified continues to express, without material change,
the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability
of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties
or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good
faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which
comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).


 


(f)This Agreement,
the other Transaction Documents (as defined in the Securities Purchase Agreement) and the instruments referenced herein and therein
constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof. There are no restrictions,
promises, warranties or undertakings, other than those set forth or referred to herein and therein. This Agreement, the other Transaction
Documents and the instruments referenced herein and therein supersede all prior agreements and understandings among the parties
hereto with respect to the subject matter hereof and thereof.


 


(g)Subject to the
requirements of Section 9, this Agreement shall inure to the benefit of and be binding upon the permitted successors and assigns
of each of the parties hereto.


 


(h)The headings
in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.


 




    	22



    	 



    

 


(i)This Agreement
may be executed in identical counterparts, each of which shall be deemed an original but all of which shall constitute one and
the same agreement. This Agreement, once executed by a party, may be delivered to the other party hereto by facsimile transmission
of a copy of this Agreement bearing the signature of the party so delivering this Agreement.


 


(j)Each party shall
do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other
agreements, certificates, instruments and documents, as any other party may reasonably request in order to carry out the intent
and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.


 


(k)All consents
and other determinations required to be made by the Investors pursuant to this Agreement shall be made, unless otherwise specified
in this Agreement, by the Required Holders, determined as if the outstanding Warrants then held by Investors have been exercised
for Registrable Securities without regard to any limitations on exercise of the Warrants.


 


(l)The language
used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent and no rules of strict
construction will be applied against any party.


 


(m)This Agreement
is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit
of, nor may any provision hereof be enforced by, any other Person.


 


(n)The obligations
of each Investor hereunder are several and not joint with the obligations of any other Investor, and no provision of this Agreement
is intended to confer any obligations on any Investor vis-à-vis any other Investor. Nothing contained herein, and no action
taken by any Investor pursuant hereto, shall be deemed to constitute the Investors as a partnership, an association, a joint venture
or any other kind of entity, or create a presumption that the Investors are in any way acting in concert or as a group with respect
to such obligations or the transactions contemplated herein.


 


(o)Legal Counsel
may resign as Legal Counsel on five (5) calendar days’ prior notice to the Company and Lead Investor. Legal Counsel will
not be required to consult with any Buyer nor obtain instructions nor follow any instructions or orders made or given by any Buyer
other than the Lead Investor.


 


* * * * * *


 


[Signature Page Follows]


 


 


 


 




    	23



    	 



    

 


 


IN WITNESS WHEREOF,
each Buyer and the Company have caused their respective signature page to this Registration Rights Agreement to be duly executed
as of the date first written above.


 


 





	 	COMPANY:
	 	 
	 	AETHLON MEDICAL, INC. 
	 	 	 
	 	By:	/s/ James A. Joyce                        
	 	 	Name: James A. Joyce
	 	 	Title:   Chief Executive Officer







 


 


 


 




    	24



    	 



    

 


 


IN WITNESS WHEREOF,
each Buyer and the Company have caused their respective signature page to this Registration Rights Agreement to be duly executed
as of the date first written above.


 


 


	 	BUYERS:
	 	 
	 	ALPHA CAPITAL ANSTALT
	 	 
	 	 	 
	 	 	 
	 	By:	
        /s/ Konrad Ackermann

	 	 	Name:  Konrad Ackermann
	 	 	Title:  Director
	 	 	 


 


 


 


 



    	25



    	 



    




 








IN WITNESS WHEREOF, each Buyer and
the Company have earned their respective signature page to this Registration Rights Agreement to be duly executed as of the date
first written above.


 


	 	 	BUYERS:

         

        OSHER CAPITAL PARTNERS LLC

	 	 	 
	 	 	 
	 	 	 
	 	By: 	/s/ Ari Kluger                          
	 	 	Name:  Ari Kluger
	 	 	Title:    General Partner


 







 


 


 




    	26



    	 



    

  


IN WITNESS WHEREOF,
each Buyer and the Company have caused their respective signature page to this Registration Rights Agreement to be duly executed
as of the date first written above.


 


 


	 	BUYERS:
	 	 
	 	
        EMPERY ASSET MASTER LTD.

         

        By: EMPERY ASSET MANAGEMENT, LP, its Authorized Agent

	 	 
	 	 	 
	 	 	 
	 	By:	
        /s/ Brett Director

	 	 	Name:  Brett Director
	 	 	Title:  General Counsel
	 	 	 


 


 


 


 




    	27



    	 



    

 


 


IN WITNESS WHEREOF,
each Buyer and the Company have caused their respective signature page to this Registration Rights Agreement to be duly executed
as of the date first written above.


 


 


	 	BUYERS:
	 	 
	 	
        EMPERY TAX EFFICIENT, LP

         

        By: EMPERY ASSET MANAGEMENT, LP, its Authorized Agent

	 	 
	 	 	 
	 	 	 
	 	By:	
        /s/ Brett Director

	 	 	Name:  Brett Director
	 	 	Title:  General Counsel


 


 


 


 




    	28



    	 



    

 


 


IN WITNESS WHEREOF,
each Buyer and the Company have caused their respective signature page to this Registration Rights Agreement to be duly executed
as of the date first written above.


 


 


	 	 	 	BUYERS:
	 	 	 	 
	 	 	 	
        EMPERY TAX EFFICIENT II,
        LP

         

        By: EMPERY ASSET MANAGEMENT, LP, its Authorized Agent

         

	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	By:	
        /s/ Brett Director

	 	 	 	 	Name:  Brett Director
	 	 	 	 	Title:  General Counsel


 


 






    	29



    	 



    

  


IN WITNESS WHEREOF,
each Buyer and the Company have caused their respective signature page to this Registration Rights Agreement to be duly executed
as of the date first written above.


 


 


	 	 	 	BUYERS:
	 	 	 	 
	 	 	 	
        LINCOLN PARK CAPITAL FUND,
        LLC

         

        By: Lincoln Park Capital, LLC

         

        By: Rockledge Capital Corporation

	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	By:	
        /s/ Joshua Scheinfeld

	 	 	 	 	Name:  Joshua Scheinfeld
	 	 	 	 	Title:  President


 


 


 


 




    	30



    	 



    

 


 


IN WITNESS WHEREOF,
each Buyer and the Company have caused their respective signature page to this Registration Rights Agreement to be duly executed
as of the date first written above.


 


 


	 	 	 	BUYERS:
	 	 	 	 
	 	 	 	
        FRONTIER VENTURES,
LLC 

	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	By:	
        /s/ Munish Sood

	 	 	 	 	Name:  Munish Sood
	 	 	 	 	Title:  Managing Member


 


 


 


 




    	31



    	 



    

 


 


IN WITNESS WHEREOF,
each Buyer and the Company have caused their respective signature page to this Registration Rights Agreement to be duly executed
as of the date first written above.


 


 


	 	 	 	BUYERS:
	 	 	 	 
	 	 	 	JOSHUA S. BRODKIN
	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	By:	
        /s/ Joshua S. Brodkin

	 	 	 	 	Joshua S. Brodkin


 


 


 


 




    	32



    	 



    

 


 


IN WITNESS WHEREOF,
each Buyer and the Company have caused their respective signature page to this Registration Rights Agreement to be duly executed
as of the date first written above.


 


 


	 	 	 	BUYERS:
	 	 	 	 
	 	 	 	
        RAJENDRA P. GUPTA

	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	By:	
        /s/ Rajendra P. Gupta

	 	 	 	 	Rajendra P. Gupta
	 	 	 	 	 


 


 


 


 




    	33



    	 



    

 


 


IN WITNESS WHEREOF,
each Buyer and the Company have caused their respective signature page to this Registration Rights Agreement to be duly executed
as of the date first written above.


 


 


	 	 	 	BUYERS:
	 	 	 	 
	 	 	 	GARY KARLIN AND JANE ZAMOST
	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	By:	
        /s/ Gary Karlan, Jane Zamost

	 	 	 	 	Gary Karlan, Jane Zamost


 


 


 


 




    	34



    	 



    

 


 


IN WITNESS WHEREOF,
each Buyer and the Company have caused their respective signature page to this Registration Rights Agreement to be duly executed
as of the date first written above.


 


 


	 	 	 	BUYERS:
	 	 	 	 
	 	 	 	KEVIN L. KUNKLE
	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	By:	
        /s/ Kevin L. Kunkle

	 	 	 	 	Kevin L. Kunkle


 


 


 


 




    	35



    	 



    

 


 


IN WITNESS WHEREOF,
each Buyer and the Company have caused their respective signature page to this Registration Rights Agreement to be duly executed
as of the date first written above.


 


 


	 	 	 	BUYERS:
	 	 	 	 
	 	 	 	JAY K. PATEL
	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	By:	
        /s/ Jay K. Patel

	 	 	 	 	Jay K. Patel


 


 


 


 




    	36



    	 



    

 


 


IN WITNESS WHEREOF,
each Buyer and the Company have caused their respective signature page to this Registration Rights Agreement to be duly executed
as of the date first written above.


 


 


	 	 	 	BUYERS:
	 	 	 	 
	 	 	 	ADAM SACKSTEIN, MD
	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	By:	
        /s/ Adam Sackstein

	 	 	 	 	Adam Sackstein


 


 


 


 




    	37



    	 



    

 


 


IN WITNESS WHEREOF,
each Buyer and the Company have caused their respective signature page to this Registration Rights Agreement to be duly executed
as of the date first written above.


 


 


	 	 	 	BUYERS:
	 	 	 	 
	 	 	 	CHIRAG S. SHAH
	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	By:	
        /s/ Chirag S. Shah

	 	 	 	 	Chirag S. Shah


 


 


 


 




    	38



    	 



    

 


 


IN WITNESS WHEREOF,
each Buyer and the Company have caused their respective signature page to this Registration Rights Agreement to be duly executed
as of the date first written above.


 


 


	 	 	 	BUYERS:
	 	 	 	 
	 	 	 	NIRAV K. SHAH
	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	By:	
        /s/ Nirav K. Shah

	 	 	 	 	Nirav K. Shah


 


 


 


 




    	39



    	 



    

 


 


IN WITNESS WHEREOF,
each Buyer and the Company have caused their respective signature page to this Registration Rights Agreement to be duly executed
as of the date first written above.


 


 


	 	 	 	BUYERS:
	 	 	 	 
	 	 	 	SYDNEY TYSON
	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	By:	
        /s/ Sydney Tyson

	 	 	 	 	Sydney Tyson


 


 


 


 




    	40



    	 



    

 


 


IN WITNESS WHEREOF,
each Buyer and the Company have caused their respective signature page to this Registration Rights Agreement to be duly executed
as of the date first written above.


 


 


	 	 	 	BUYERS:
	 	 	 	 
	 	 	 	CHRISTOPHER WETZEL
	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	By:	
        /s/ Christopher Wetzel

	 	 	 	 	Christopher Wetzel


 


 


 


 




    	41



    	 



    

 


 


IN WITNESS WHEREOF,
each Buyer and the Company have caused their respective signature page to this Registration Rights Agreement to be duly executed
as of the date first written above.


 


 


	 	 	 	BUYERS:
	 	 	 	 
	 	 	 	MARSHALL WOLF
	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	By:	
        /s/ Marshall Wolf

	 	 	 	 	Marshall Wolf


 


 


 




    	42



    	 



    

 


SCHEDULE OF BUYERS 


 


	  

        Buyer
	 	Buyer’s Address

    and Facsimile Number	 	Buyer's Representative's Address 

    and Facsimile Number
	 	 	 	 	 
	Empery Asset Master, Ltd	 	c/o Empery Asset Management, LP

1 Rockefeller Plaza, Suite 1205

New York, NY 10020

Attention: Ryan M. Lane

Facsimile:  +1 212 608 3307

Telephone:  +1 212 608 3300

Email:  notices@emperyam.com



	 	
        Schulte Roth & Zabel LLP

        919 Third Avenue

        New York, NY 10022

        Attn: Eleazer Klein, Esq.

        Facsimile: (212) 593-5955

        Telephone: (212) 756-2000

        Email: eleazer.klein@srz.com

         

	Empery Tax Efficient, LP	 	c/o Empery Asset Management, LP

1 Rockefeller Plaza, Suite 1205

New York, NY 10020

Attention: Ryan M. Lane

Facsimile:  +1 212 608 3307

Telephone: +1 212 608 3300

Email:  notices@emperyam.com



	 	
        Schulte Roth & Zabel LLP

        919 Third Avenue

        New York, NY 10022

        Attn: Eleazer Klein, Esq.

        Facsimile: (212) 593-5955

        Telephone: (212) 756-2000

        Email: eleazer.klein@srz.com

         

	Empery Tax Efficient II, LP	 	c/o Empery Asset Management, LP

1 Rockefeller Plaza, Suite 1205

New York, NY 10020

Attention: Ryan M. Lane

Facsimile:  +1 212 608 3307

Telephone: +1 212 608 3300

Email:  notices@emperyam.com



	 	
        Schulte Roth & Zabel LLP

        919 Third Avenue

        New York, NY 10022

        Attn: Eleazer Klein, Esq.

        Facsimile: (212) 593-5955

        Telephone: (212) 756-2000

        Email: eleazer.klein@srz.com

         

	Alpha Capital Anstalt	 	
        Lettstrasse 32

        9490 Vaduz, Liechtenstein

        Attention: Konrad Ackermann, Director

        Facsimile: 011-423-2323196

        Email: info@alphacapital.li

         
	 	
        Grushko & Mittman, P.C.

        515 Rockaway Avenue

        Valley Stream, NY 11581

        Attn: Barbara R. Mittman, Esq.

        Facsimile: (212) 697-3575

        Telephone: (212) 697-9500

        Email: barbara@grushkomittman.com

	 	 	 	 	 
	Osher Capital Partners LLC	 	c/o LH Financial  

510 Madison Avenue

14th Floor

New York, NY 10022  	 	 
	 	 	 	 	 
	Lincoln Park Capital Fund, LLC	 	
        440 N. Wells St., Suite 410

        Chicago, IL 60654

        Attention: Joshua Scheinfeld
	 	 
	 	 	 	 	 
	Adam Sackstein	 	 	 	 
	Chirag S. Shah	 	 	 	 
	Kevin L. Kunkle	 	 	 	 
	Jay K. Patel	 	 	 	 
	Gary Karlin and Jane Zamost	 	 	 	 
	Rajendra P. Gupta	 	 	 	 
	Christopher Wetzel	 	 	 	 
	Sydney Tyson	 	 	 	 
	Nirav K. Shah	 	 	 	 
	Frontier Ventures, LLC	 	 	 	 
	Marshall Wolf	 	 	 	 
	Joshua S. Brodkin	 	 	 	 


  




    	43



    	 



    

EXHIBIT A


 


FORM OF NOTICE OF EFFECTIVENESS

OF REGISTRATION STATEMENT


 


Computershare


250 Royall Street


Canton, MA 02021


Attention: Lee Meier 


 


Re:Aethlon
Medical, Inc.


 


Ladies and Gentlemen:


 


[We are][I
am] counsel to Aethlon Medical, Inc., a Nevada corporation (the "Company"), and have represented the Company
in connection with that certain Securities Purchase Agreement, dated as of June 23, 2015 (the "Securities Purchase
Agreement"), entered into by and among the Company and the buyers named therein (collectively,
the "Holders") pursuant to which the Company issued to the Holders shares of the Company's common stock,
par value $0.001 per share (the "Common Stock") (the shares of Common Stock issuable pursuant to the terms
of the Securities Purchase Agreement, collectively, the "Common Shares") and warrants exercisable for shares
of Common Stock (the "Warrants"). Pursuant to the Securities Purchase Agreement, the Company also has
entered into a Registration Rights Agreement with the Holders (the "Registration Rights Agreement") pursuant
to which the Company agreed, among other things, to register the resale of the Registrable Securities (as defined in
the Registration Rights Agreement), including the Common Shares issuable pursuant to the Securities Purchase Agreement and
the shares of Common Stock issuable upon exercise of the Warrants under the Securities Act of 1933, as amended (the
"1933 Act"). The description of the Registrable Securities are set forth on Schedule A hereto
[Selling Shareholder Table]. In connection with the Company's obligations under the Registration Rights Agreement, on June
23, 2015, the Company filed a Registration Statement on Form S-3 (File No. 333-_____________) (the "Registration
Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable
Securities which names each of the Holders as a selling shareholder thereunder.


 


In connection with the
foregoing, [we][I] advise you that a member of the SEC's staff has advised [us][me] by telephone that the SEC has entered an order
declaring the Registration Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER
DATE OF EFFECTIVENESS].  [We][I] have no knowledge as of the date of this letter, subsequent to such telephonic conversation
with the SEC's staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose
are pending before, or threatened by, the SEC. Based on the foregoing, and unless subsequent and contrary information is furnished
to you, the Registrable Securities set forth on Schedule A hereto are available for resale under the 1933 Act pursuant to
the Registration Statement.


 




    	44



    	 



    

 


This
letter and any legal opinion(s) furnished to you in connection herewith, unless and until subsequently revoked or modified orally
or in writing by Jennifer A. Post or Gia C. Twine, or in writing from any member of this firm (which writing may include email
correspondence), shall serve as our standing instruction to you that the Registrable Securities set forth on Schedule A
hereto are freely transferable by the Holders pursuant to the Registration Statement. You need not require further letters from
us to effect any future legend-free issuance or reissuance of Registrable Securities to the Holders as contemplated by the Company's
Irrevocable Transfer Agent Instructions dated June 23, 2015. .


 


Very truly yours,


 


[ISSUER'S COUNSEL]


 


By:_____________________


 


CC:Empery Asset Master, LTD


 


Empery Tax Efficient, LP


 


Empery Tax Efficient II, LP


 


Alpha Capital Anstalt


 


Osher Capital Partners LLC


 


Lincoln Park Capital Fund, LLC


 


Frontier Ventures, LLC


 


Adam Sackstein


 


Chirag S. Shah


 


Kevin L. Kunkle


 


Jay K. Patel


 


Gary Karlin and Jane Zamost


 


Rajendra P. Gupta


 


Christopher Wetzel


 


Sydney Tyson


 


Nirav K. Shah


 


Marshall Wolf


 


Joshua S. Brodkin


 


 




    	45



    	 



    

EXHIBIT B


 


SELLING SHAREHOLDERS


 


The shares of common
stock being offered by the selling shareholders are those issued to the selling shareholders pursuant to the Securities Purchase
Agreement and upon exercise of the warrants. For additional information regarding the issuance of that common stock and warrants,
see "Private Placement of Common Stock and Warrants" above. We are registering the shares of common stock in order to
permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the shares of common
stock and the warrants issued pursuant to the Securities Purchase Agreement, the selling shareholders have not had any material
relationship with us within the past three years.


 


The table below lists
the selling shareholders and other information regarding the beneficial ownership of the shares of common stock by each of the
selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder,
based on its ownership of the common stock and warrants, as of ________, 2015, assuming exercise of all warrants held by the selling
shareholders on that date, without regard to any limitations on exercise.


 


The third column lists
the shares of common stock being offered by this prospectus by the selling shareholders.


 


In accordance with
the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of at least
the sum of (i) the number of shares of common stock issued pursuant to the Securities Purchase Agreement as of the Trading Day
immediately preceding the date the registration statement is initially filed with the SEC, and (ii) the maximum number of shares
of common stock issued and issuable upon exercise of the related warrants as of the Trading Day immediately preceding the date
the registration statement is initially filed with the SEC. The fourth column assumes the sale of all of the shares offered
by the selling shareholders pursuant to this prospectus.


 


Under the terms of
the warrants, a selling shareholder may not exercise the warrants to the extent such exercise would cause such selling shareholder,
together with its affiliates, to beneficially own a number of shares of common stock which would exceed 4.99% of our then outstanding
shares of common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon
exercise of the warrants which have not been exercised. The number of shares in the second column does not reflect this limitation.
The selling shareholders may sell all, some or none of their shares in this offering. See "Plan of Distribution."


 




    	46



    	 



    

 





	Name of Selling Shareholder	 	Number of Shares of Common Stock Owned Prior to Offering	 	Maximum Number of Shares of Common Stock to be Sold Pursuant to this Prospectus	 	Number of Shares of Common Stock Owned After Offering
	Empery Asset Master, Ltd. (1)	 	 	 	 	 	0
	Empery Tax Efficient, LP (2)	 	 	 	 	 	0
	Empery Tax Efficient II, LP (3)	 	 	 	 	 	0
	Alpha Capital Anstalt (4)	 	 	 	 	 	 
	Osher Capital Partners LLC (5)	 	 	 	 	 	 
	Lincoln Park Capital Fund, LLC (6)	 	 	 	 	 	 
	Frontier Ventures, LLC (7)	 	 	 	 	 	 
	Adam Sackstein	 	 	 	 	 	 
	Chirag S. Shah	 	 	 	 	 	 
	Kevin L. Kunkle	 	 	 	 	 	 
	Jay K. Patel	 	 	 	 	 	 
	Gary Karlin and Jane Zamost	 	 	 	 	 	 
	Rajendra P. Gupta	 	 	 	 	 	 
	Christopher Wetzel	 	 	 	 	 	 
	Sydney Tyson	 	 	 	 	 	 
	Nirav K. Shah	 	 	 	 	 	 
	Marhall Wolf	 	 	 	 	 	 
	Joshua S. Brodkin	 	 	 	 	 	 








 





(1)Empery Asset Management LP, the authorized
agent of Empery Asset Master Ltd. ("EAM"), has discretionary authority to vote and dispose of the shares held by EAM
and may be deemed to be the beneficially owner of these shares. Martin Hoe and Ryan Lane, in their capacity as investment managers
of Empery Asset Management LP, may also be deemed to have investment discretion and voting power over the shares held by EAM. EAM,
Mr. Hoe and Mr. Lane each disclaim any beneficial ownership of these shares.


 


(2) Empery Asset Management LP, the authorized
































































































agent of Empery Tax Efficient, LP ("ETE"), has discretionary authority to vote and dispose of the shares held by ETE
and may be deemed to be the beneficially owner of these shares. Martin Hoe and Ryan Lane, in their capacity as investment managers
of Empery Asset Management LP, may also be deemed to have investment discretion and voting power over the shares held by ETE. ETE,
Mr. Hoe and Mr. Lane each disclaim any beneficial ownership of these shares.


 


(3) Empery Asset Management LP, the authorized
agent of Empery Tax Efficient, LP ("ETE II"), has discretionary authority to vote and dispose of the shares held by ETE
II and may be deemed to be the beneficial owner of these shares. Martin Hoe and Ryan Lane, in their capacity as investment managers
of Empery Asset Management LP, may also be deemed to have investment discretion and voting power over the shares held by ETE II.
ETE II, Mr. Hoe and Mr. Lane each disclaim any beneficial ownership of these shares.


 


(4) Konrad Ackermann, as Director of Alpha
Capital Anstalt, has discretionary authority to vote and dispose of the shares held by Alpha Capital Anstalt. Mr. Ackermann disclaims
any beneficial ownership of these shares.


 





(5) Ari Kluger, as General Partner of Osher
Capital Partners LLC, has discretionary authority to vote and dispose of the shares held by Osher Capital Partners LLC. Mr. Kluger
disclaims any beneficial ownership of these shares.




 


(6) Joshua Scheinfeld, as President of Lincoln
Park Capital Fund, LLC, has discretionary authority to vote and dispose of the shares held by Lincoln Park Capital Fund, LLC. Mr.
Scheinfeld disclaims any beneficial ownership of these shares.


 


(7) Munish Sood, as the Managing Member
of Frontier Ventures, LLC, has discretionary authority to vote and dispose of the shares held by Frontier Ventures, LLC. Mr. Sood
disclaims any beneficial ownership of these shares.


 




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PLAN OF DISTRIBUTION


 


We are registering
the shares of common stock issued pursuant to the terms of the securities purchase agreement and upon exercise of the warrants
to permit the resale of these shares of common stock by the holders of such shares and warrants from time to time after the date
of this prospectus. We will not receive any of the proceeds from the sale by the selling shareholders of the shares of common stock.
We will bear all fees and expenses incident to our obligation to register the shares of common stock.


 


The selling shareholders
may sell all or a portion of the shares of common stock beneficially owned by them and offered hereby from time to time directly
or through one or more underwriters, broker-dealers or agents. If the shares of common stock are sold through underwriters or broker-dealers,
the selling shareholders will be responsible for underwriting discounts or commissions or agent's commissions. The shares of common
stock may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying
prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve
crosses or block transactions,


 


		·	on any national securities exchange or quotation service on which the securities may be listed
or quoted at the time of sale;



 


		·	in the over-the-counter market;



 


		·	in transactions otherwise than on these exchanges or systems or in the over-the-counter market;



 


		·	through the writing of options, whether such options are listed on an options exchange or otherwise;



 


		·	ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;



 


		·	block trades in which the broker-dealer will attempt to sell the shares as agent but may position
and resell a portion of the block as principal to facilitate the transaction;



 


		·	purchases by a broker-dealer as principal and resale by the broker-dealer for its account;



 


		·	an exchange distribution in accordance with the rules of the applicable exchange;



 


		·	privately negotiated transactions;



 


		·	short sales;



 


		·	sales pursuant to Rule 144;



 


		·	broker-dealers may agree with the selling securityholders to sell a specified number of such shares
at a stipulated price per share;



 


		·	a combination of any such methods of sale; and



 


		·	any other method permitted pursuant to applicable law.



 




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If the selling shareholders
effect such transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters,
broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling shareholders
or commissions from purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principal
(which discounts, concessions or commissions as to particular underwriters, broker-dealers or agents may be in excess of those
customary in the types of transactions involved). In connection with sales of the shares of common stock or otherwise, the selling
shareholders may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the shares of
common stock in the course of hedging in positions they assume. The selling shareholders may also sell shares of common stock short
and deliver shares of common stock covered by this prospectus to close out short positions and to return borrowed shares in connection
with such short sales. The selling shareholders may also loan or pledge shares of common stock to broker-dealers that in turn may
sell such shares.


 


The selling shareholders
may pledge or grant a security interest in some or all of the shares of common stock or warrants owned by them and, if they default
in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock
from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision
of the Securities Act of 1933, as amended, amending, if necessary, the list of selling shareholders to include the pledgee, transferee
or other successors in interest as selling shareholders under this prospectus. The selling shareholders also may transfer and donate
the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest
will be the selling beneficial owners for purposes of this prospectus.


 


The selling shareholders
and any broker-dealer participating in the distribution of the shares of common stock may be deemed to be "underwriters"
within the meaning of the Securities Act, and any commission paid, or any discounts or concessions allowed to, any such broker-dealer
may be deemed to be underwriting commissions or discounts under the Securities Act. At the time a particular offering of the shares
of common stock is made, a prospectus supplement, if required, will be distributed which will set forth the aggregate amount of
shares of common stock being offered and the terms of the offering, including the name or names of any broker-dealers or agents,
any discounts, commissions and other terms constituting compensation from the selling shareholders and any discounts, commissions
or concessions allowed or reallowed or paid to broker-dealers.


 


Under the securities
laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers.
In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for
sale in such state or an exemption from registration or qualification is available and is complied with.


 


There can be no assurance
that any selling shareholder will sell any or all of the shares of common stock registered pursuant to the registration statement,
of which this prospectus forms a part.


 


The selling shareholders
and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act
of 1934, as amended, and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act,
which may limit the timing of purchases and sales of any of the shares of common stock by the selling shareholders and any other
participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common
stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability
of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the
shares of common stock.


 


We will pay all expenses
of the registration of the shares of common stock pursuant to the registration rights agreement, estimated to be $[     ]
in total, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities
or "blue sky" laws; provided, however, that a selling shareholder will pay all underwriting discounts and selling commissions,
if any. We will indemnify the selling shareholders against liabilities, including some liabilities under the Securities Act, in
accordance with the registration rights agreements, or the selling shareholders will be entitled to contribution. We may be indemnified
by the selling shareholders against civil liabilities, including liabilities under the Securities Act, that may arise from any
written information furnished to us by the selling shareholder specifically for use in this prospectus, in accordance with the
related registration rights agreement, or we may be entitled to contribution.


 


Once sold under the
registration statement, of which this prospectus forms a part, the shares of common stock will be freely tradable in the hands
of persons other than our affiliates.


 








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