Preview | Registration Rights Agreement |

This Registration Rights Agreement (this ?Agreement?) is made and entered into as of March 30, 2007, by and among Power Medical Interventions, Inc., a Delaware corporation (the ?Company?), and the investors signatory hereto (each a ?Buyer? and collectively, the ?Buyers?).

WHEREAS, In connection with that certain 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 set forth in the Securities Purchase Agreement, to issue and sell to each Buyer 7% convertible senior secured notes due 2010 in the form attached to the Securities Purchase Agreement as Exhibit A (together with the PIK Notes, the ?Notes?) which, among other things, will be convertible into shares of the Company?s common stock, par value $0.001 per share (the ?Common Stock?) (as issued or issuable upon conversion of the Notes, the ?Underlying Shares?) in accordance with the terms of the Notes.

WHEREAS, 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 ?Securities 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 respective meanings set forth in this Section 1:

(a) ?Agreement? shall have the meaning set forth in the preamble.

(b) ?Additional Payment Date? shall have the meaning set forth in Section 2(c).

(d) ?Business Day? means any day except Saturday, Sunday and any day that is a federal legal holiday or a day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.

(e) ?Common Stock? shall have the meaning set forth in the preamble.

(f) ?Commission? shall mean the United States Securities and Exchange Commission.

(g) ?Conversion Price? means the price per share of Common Stock at which the Notes are convertible into Common Stock following the completion of a Qualified Initial Public Offering, as determined in accordance with the terms of the Notes.

(h) ?Effective Date? means, with respect to any Registration Statement, the date that the Commission first declares effective such Registration Statement.

(i) ?Effectiveness Deadline? means the 180^th day following the Qualified IPO Closing Date.

(j) ?Effectiveness Period? shall have the meaning set forth in Section 2(a).

(k) **?Exchange Act?** means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

(l) ?Filing Date? means the 90^th day following a Qualified IPO Closing Date.

(m) ?Holder? or ?Holders? means the holder or holders, as the case may be, from time to time of Registrable Securities.

(n) ?Indemnified Party? shall have the meaning set forth in Section 5(c).

(o) ?Indemnifying Party? shall have the meaning set forth in Section 5(c).

(p) ?Notes? shall have the meaning set forth in the preamble.

(q) ?Qualified Initial Public Offering? means an underwritten public offering of Common Stock, which shall be preceded by a customary marketing process, and results in the Common Stock being traded on a Trading Market and for which aggregate gross proceeds to the Company from such offering are not less than $40 million (prior to underwriting commissions and discounts).

(r) ?Qualified IPO Closing Date? means the closing date of the Qualified Initial Public Offering as provided for in the underwriting agreement related to such Qualified Initial Public Offering.

(s) ?Losses? shall have the meaning set forth in Section 5(a).

(t) ?Plan of Distribution? shall have the meaning set forth in Section 2(a).

(u) ?Proceeding? means an action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition), whether commenced or threatened.

(v) ?Prospectus? means the prospectus included in a Registration Statement (including, without limitation, any preliminary prospectus and any free-writing prospectus and any prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated under the Securities

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1 Definitions.

(a) ?Agreement? shall have the meaning set forth in the preamble.

(b) ?Additional Payment Date? shall have the meaning set forth in Section 2(c).

(c) ?Advice? shall have the meaning set forth in Section 6(e).

(d) ?Business Day? means any day except Saturday, Sunday and any day that is a federal legal holiday or a day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.

(e) ?Common Stock? shall have the meaning set forth in the preamble.

(f) ?Commission? shall mean the United States Securities and Exchange Commission.

(g) ?Conversion Price? means the price per share of Common Stock at which the Notes are convertible into Common Stock following the completion of a Qualified Initial Public Offering, as determined in accordance with the terms of the Notes.

(h) ?Effective Date? means, with respect to any Registration Statement, the date that the Commission first declares effective such Registration Statement.

(i) ?Effectiveness Deadline? means the 180^th day following the Qualified IPO Closing Date.

(j) ?Effectiveness Period? shall have the meaning set forth in Section 2(a).

(k) **?Exchange Act?** means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

(l) ?Filing Date? means the 90^th day following a Qualified IPO Closing Date.

(m) ?Holder? or ?Holders? means the holder or holders, as the case may be, from time to time of Registrable Securities.

(n) ?Indemnified Party? shall have the meaning set forth in Section 5(c).

(o) ?Indemnifying Party? shall have the meaning set forth in Section 5(c).

(p) ?Notes? shall have the meaning set forth in the preamble.

(r) ?Qualified IPO Closing Date? means the closing date of the Qualified Initial Public Offering as provided for in the underwriting agreement related to such Qualified Initial Public Offering.

(s) ?Losses? shall have the meaning set forth in Section 5(a).

(t) ?Plan of Distribution? shall have the meaning set forth in Section 2(a).

(u) ?Proceeding? means an action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition), whether commenced or threatened.

1 Definitions.

(a) ?Agreement? shall have the meaning set forth in the preamble.

(b) ?Additional Payment Date? shall have the meaning set forth in Section 2(c).

(c) ?Advice? shall have the meaning set forth in Section 6(e).

(d) ?Business Day? means any day except Saturday, Sunday and any day that is a federal legal holiday or a day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.

(e) ?Common Stock? shall have the meaning set forth in the preamble.

(f) ?Commission? shall mean the United States Securities and Exchange Commission.

(g) ?Conversion Price? means the price per share of Common Stock at which the Notes are convertible into Common Stock following the completion of a Qualified Initial Public Offering, as determined in accordance with the terms of the Notes.

(h) ?Effective Date? means, with respect to any Registration Statement, the date that the Commission first declares effective such Registration Statement.

(i) ?Effectiveness Deadline? means the 180th day following the Qualified IPO Closing Date.

(j) ?Effectiveness Period? shall have the meaning set forth in Section 2(a).

(k) ?Exchange Act? means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

(l) ?Filing Date? means the 90th day following a Qualified IPO Closing Date.

(m) ?Holder? or ?Holders? means the holder or holders, as the case may be, from time to time of Registrable Securities.

(n) ?Indemnified Party? shall have the meaning set forth in Section 5(c).

(o) ?Indemnifying Party? shall have the meaning set forth in Section 5(c).

(p) ?Notes? shall have the meaning set forth in the preamble.

(r) ?Qualified IPO Closing Date? means the closing date of the Qualified Initial Public Offering as provided for in the underwriting agreement related to such Qualified Initial Public Offering.

(s) ?Losses? shall have the meaning set forth in Section 5(a).

(t) ?Plan of Distribution? shall have the meaning set forth in Section 2(a).

(u) ?Proceeding? means an action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition), whether commenced or threatened.

(i) ?Effectiveness Deadline? means the 180^th day following the Qualified IPO Closing Date.

(k) **?Exchange Act?** means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

(l) ?Filing Date? means the 90^th day following a Qualified IPO Closing Date.