Convertible Promissory Note and Warrant Purchase Agreement between Aethlon Medical, Inc. and Fusion Capital Fund II, LLC (May 16, 2005)
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Summary
Aethlon Medical, Inc. has entered into an agreement with Fusion Capital Fund II, LLC, in which Fusion purchases a $30,000 convertible promissory note and a warrant to buy 300,000 shares of Aethlon's common stock at $0.25 per share. Fusion is an accredited investor and agrees to hold the securities for investment purposes. The agreement also grants Fusion customary registration rights for the shares underlying the note and warrant. Both parties have signed to confirm their acceptance of these terms.
EX-4.1 2 aethlon_8kex4-1.txt Exhibit 4.1 May 16, 2005 AETHLON MEDICAL, INC. 7825 Fay Avenue, Suite 200 La Jolla, CA 92037 RE: Convertible Promissory Note Dear ladies and gentleman: The undersigned, FUSION CAPITAL FUND II, LLC ("Fusion"), hereby purchases (1) a $30,000 Convertible Promissory Note (the "Note") of AETHLON MEDICAL INC., a Nevada corporation (the "Company") in the form attached hereto as EXHIBIT A and (2) a common stock purchase warrant (the "Warrant") in the form attached hereto as EXHIBIT B to purchase 300,000 fully paid and non-assessable shares of the Company's common stock for a purchase price of $0.25 per share. The aggregate purchase price for the Note and the Warrant shall be THIRTY THOUSAND DOLLARS ($30,000). The shares underlying the Note and the Warrant shall be granted customary "piggyback" registration rights. Fusion acknowledges that it is an accredited investor and has sufficient experience in business and financial matters to be able to evaluate the risks of an investment in the Note and in the common stock of the Company, that the securities to be issued are "restricted securities" and that Fusion is purchasing the securities for its own account for investment purposes and not with a view to resale or distribution of the securities. Please indicate your acceptance of the foregoing by signing this letter agreement below. Very truly yours, FUSION CAPITAL FUND II, LLC BY: FUSION CAPITAL PARTNERS, LLC BY: SGM HOLDINGS CORP. By:_______________________ Name: Steven G. Martin Title: President Acknowledged and agreed to this 16th day of May, 2005 AETHLON MEDICAL, INC. By:______________________ Its:______________________
