Common use of Warrant for the Purchase of Shares of Common Stock Clause in Contracts

Warrant for the Purchase of Shares of Common Stock. FOR VALUE RECEIVED, BIOHEART, INC., a Florida corporation (the “Company”), hereby certifies that Mx. Xxxxxx X. Leonhardt and Mxx. Xxxxxx Xxxxxxxxx (the “Initial Holder”), or his/her/its assigns (the “Holder”) is entitled, subject to the provisions of this Warrant, to purchase from the Company, up to 57,860 (the “Subject Shares”) fully paid and non-assessable shares of Common Stock at a price of $4.75 per share (the “Exercise Price”) . This Warrant is being issued in connection with that certain Loan Guarantee, Payment and Security Agreement by and between the Company and the Initial Holder, dated as of June 1, 2007 (the “Guarantee Agreement”). In the event that, as of September 30, 2007, the Company has not satisfied and/or discharged all of its payment obligations (a “Loan Satisfaction”) under that certain $5,000,000 Loan borrowed by the Company from Bank of America, N.A. (the “Bank of America Loan”), the number of Subject Shares shall be automatically increased to 66,000 shares without any action required on the part of the Company or the Holder. In the event that, as of the first year anniversary of the closing of the Bank of America Loan (the “Closing Date”), the Company has not satisfied and/or discharged all of its material payment obligations to the Initial Holder under the Guarantee Agreement (a “Guarantee Satisfaction”), the number of Subject Shares shall be automatically increased to 82,500 shares without any action required on the part of the Company or the Holder. In the event that, as of the second year anniversary of the Closing Date, the Company has not effectuated a Guarantee Satisfaction, the number of Subject Shares shall be automatically increased to 110,000 shares without any action required on the part of the Company or the Holder. In the event that, as of the third year anniversary of Closing Date, the Company has not effectuated a Guarantee Satisfaction, the number of Subject Shares shall be automatically increased to 165,000 shares without any action required on the part of the Company or the Holder.

Warrant for the Purchase of Shares of Common Stock. FOR VALUE RECEIVED, BIOHEART, INC., a Florida corporation (the “Company”), hereby certifies that Mx. Xxxxxx X. Leonhardt and Mxx. Xxxxxx Xxxxxxxxx (the “Initial Holder”), or his/her/its assigns (the “Holder”) is entitled, subject to the provisions of this Warrant, to purchase from the Company, up to 57,860 81,547 (the “Subject Shares”) fully paid and non-assessable shares of Common Stock at a price of $4.75 7.69 per share (the “Exercise Price”) ). This Warrant is being issued in connection with that certain Loan Guarantee, Payment and Security Agreement by and between the Company and the Initial Holder, dated as of June 1October 10, 2007 (the “Guarantee Agreement”). In the event that, as of September 30June 1, 2007, the Company has not satisfied and/or discharged all of its payment obligations (a “Loan Satisfaction”) under that certain $5,000,000 Loan borrowed by the Company from Bank of America, N.A. (the “Bank of America Loan”), the number of Subject Shares shall be automatically increased to 66,000 shares without any action required on the part of the Company or the Holder. In the event that, as of the first year anniversary of the closing of the Bank of America Loan (the “Closing Date”)2008, the Company has not satisfied and/or discharged all of its material payment obligations to the Initial Holder under the Guarantee Agreement (a “Guarantee Satisfaction”), the number of Subject Shares shall be automatically increased to 82,500 101,934 shares without any action required on the part of the Company or the Holder. In the event that, as of the second year anniversary of the Closing DateJune 1, 2009, the Company has not effectuated a Guarantee Satisfaction, the number of Subject Shares shall be automatically increased to 110,000 135,912 shares without any action required on the part of the Company or the Holder. In the event that, as of the third year anniversary of Closing DateJune 1, 2010, the Company has not effectuated a Guarantee Satisfaction, the number of Subject Shares shall be automatically increased to 165,000 203,868 shares without any action required on the part of the Company or the Holder.

Warrant for the Purchase of Shares of Common Stock. FOR VALUE RECEIVED, BIOHEART, INC., a Florida corporation (the “Company”), hereby certifies that Mx. Xxxxxx X. Leonhardt and Mxx. Xxxxxx Xxxxxxxxx (the “Initial Holder”), or his/her/its assigns (the “Holder”) is are entitled, subject to the provisions of this Warrant, to purchase from the Company, up to 57,860 (the “Subject Shares”) fully paid and non-assessable shares of Common Stock at a price of $4.75 per share (the “Exercise Price”) . This Warrant is being issued in connection with that certain Loan Guarantee, Payment and Security Agreement Continuing Guarantee executed by and between the Company and the Initial HolderHolder in favor of Magellan Group Investments LLC (“Magellan”), dated as of June 1, 2007 (the “Guarantee AgreementGuarantee”). In the event that, as of September 30, 2007, the Company has not satisfied and/or discharged all of its payment obligations (a “Loan Satisfaction”) under that certain $5,000,000 Loan borrowed by the Company from Bank of America, N.A. (the “Bank of America Loan”), the number of Subject Shares shall be automatically increased to 66,000 shares without any action required on the part of the Company or the Holder. In the event that, as of the first year anniversary of the closing of the Bank of America Loan (the “Closing Date”), the Company has not satisfied and/or discharged all of its material payment obligations to the Initial Holder under the Guarantee Agreement (a “Guarantee Satisfaction”) all of its payment obligations to Magellan under that certain Loan Guarantee, Payment and Security Agreement by and between the Company and Magellan, dated as of June 1, 2007 (a “Loan Guarantee Agreement”), the number of Subject Shares shall be automatically increased to 82,500 shares without any action required on the part of the Company or the Holder. In the event that, as of the second year anniversary of the Closing Date, the Company has not effectuated a Guarantee Satisfaction, the number of Subject Shares shall be automatically increased to 110,000 shares without any action required on the part of the Company or the Holder. In the event that, as of the third year anniversary of Closing Date, the Company has not effectuated a Guarantee Satisfaction, the number of Subject Shares shall be automatically increased to 165,000 shares without any action required on the part of the Company or the Holder. In the event that Magellan exercises its right to cause Initial Holder to pay any amounts owed by the Company to Magellan under the Loan Guarantee Agreement (the “Guarantee Exercise”), upon the Company’s receipt of written notice of the Guarantee Exercise by the Initial Holder, the number of Subject Shares will be automatically increased by that number of shares (the “Additional Subject Shares”) determined in accordance with the following formula: A = 165,000 * [B ÷ 2,200,000] Where, A = the Additional Subject Shares; and B = the aggregate amount paid by the Initial Holder after Magellan’s exercise of its rights under the Magellan Guarantee.

Warrant for the Purchase of Shares of Common Stock. FOR VALUE RECEIVED, BIOHEART, INC., a Florida corporation (the “Company”), hereby certifies that Mx. Xxxxxx X. Leonhardt and Mxx. Xxxxxx Xxxxxxxxx the R&A Sxxxxxx Family Limited Partnership (the “Initial Holder”), or his/her/its assigns (the “Holder”) is entitled, subject to the provisions of this Warrant, to purchase from the Company, up to 57,860 78,900 (subject to adjustment in accordance with the four immediately succeeding paragraphs and Section 5 below) (the “Subject Shares”) fully paid and non-assessable shares of Common Stock at a price of $4.75 per share share, subject to adjustment in accordance with Section 5 below (the “Exercise Price”) ). This Warrant is being issued in connection with that certain Loan Guarantee, Payment and Security Agreement by and between the Company and the Initial Holder, dated as of June 1[ ], 2007 (the “Guarantee Agreement”). In the event that, as of September 30, 2007, the Company has not satisfied and/or discharged all of its payment obligations, including, without limitation, all payment obligations under the agreements, documents and instruments entered into in connection therewith (a “Loan Satisfaction”) under that certain $5,000,000 Loan borrowed by the Company from Bank of America, N.A. (the “Bank of America Loan”), the number of Subject Shares shall be automatically increased to 66,000 90,000 shares without any action required on the part of the Company or the Holder. In the event that, as of the first year anniversary of the closing of the Bank of America Loan (the “Closing Date”), the Company has not satisfied and/or discharged all of its material payment obligations to the Initial Holder under the Guarantee Agreement (a “Guarantee Satisfaction”), the number of Subject Shares shall be automatically increased to 82,500 112,500 shares without any action required on the part of the Company or the Holder. In the event that, as of the second year anniversary of the Closing Date, the Company has not effectuated a Guarantee Satisfaction, the number of Subject Shares shall be automatically increased to 110,000 150,000 shares without any action required on the part of the Company or the Holder. In the event that, as of the third year anniversary of Closing Date, the Company has not effectuated a Guarantee Satisfaction, the number of Subject Shares shall be automatically increased to 165,000 225,000 shares without any action required on the part of the Company or the Holder. Notwithstanding the immediately preceding four paragraphs to the contrary, a failure to timely effectuate a Guarantee Satisfaction shall be without prejudice to the Initial Holder’s (and/or its assign’s or successor’s in interest in respect of the Guarantee Agreement) rights with respect to the Guarantee Agreement, it being understood that adjustments to the Subject Shares relating to the Company’s failure to effectuate a Guarantee Satisfaction shall be an additional right of the Holder (and/or such successor or assign). The number of Subject Shares are also subject to adjustment in accordance with Section 5 below.

Warrant for the Purchase of Shares of Common Stock. FOR VALUE RECEIVED, BIOHEART, INC., a Florida corporation (the “Company”), hereby certifies that Mx. Xxxxxx Sxxxxx X. Leonhardt and Mxx. Xxxxxx Xxxxxxxxx Xxx, M.D. (the “Initial Holder”), or his/her/its assigns (the “Holder”) is entitled, subject to the provisions of this Warrant, to purchase from the Company, up to 57,860 39,450 (subject to adjustment in accordance with the four immediately succeeding paragraphs and Section 5 below) (the “Subject Shares”) fully paid and non-assessable shares of Common Stock at a price of $4.75 per share share, subject to adjustment in accordance with Section 5 below (the “Exercise Price”) . This Warrant is being issued in connection with that certain Loan Guarantee, Payment and Security Agreement by and between the Company and the Initial Holder, dated as of June 1September 12, 2007 (the “Guarantee Agreement”). In the event that, as of September 30, 2007, the Company has not satisfied and/or discharged all of its payment obligations, including, without limitation, all payment obligations under the agreements, documents and instruments entered into in connection therewith (a “Loan Satisfaction”) under that certain $5,000,000 Loan borrowed by the Company from Bank of America, N.A. (the “Bank of America Loan”), the number of Subject Shares shall be automatically increased to 66,000 45,000 shares without any action required on the part of the Company or the Holder. In the event that, as of the first year anniversary of the closing of the Bank of America Loan (the “Closing Date”), the Company has not satisfied and/or discharged all of its material payment obligations to the Initial Holder under the Guarantee Agreement (a “Guarantee Satisfaction”), the number of Subject Shares shall be automatically increased to 82,500 56,250 shares without any action required on the part of the Company or the Holder. In the event that, as of the second year anniversary of the Closing Date, the Company has not effectuated a Guarantee Satisfaction, the number of Subject Shares shall be automatically increased to 110,000 75,000 shares without any action required on the part of the Company or the Holder. In the event that, as of the third year anniversary of Closing Date, the Company has not effectuated a Guarantee Satisfaction, the number of Subject Shares shall be automatically increased to 165,000 112,500 shares without any action required on the part of the Company or the Holder. Notwithstanding the immediately preceding four paragraphs to the contrary, a failure to timely effectuate a Guarantee Satisfaction shall be without prejudice to the Initial Holder’s (and/or its assign’s or successor’s in interest in respect of the Guarantee Agreement) rights with respect to the Guarantee Agreement, it being understood that adjustments to the Subject Shares relating to the Company’s failure to effectuate a Guarantee Satisfaction shall be an additional right of the Holder (and/or such successor or assign). The number of Subject Shares are also subject to adjustment in accordance with Section 5 below.

Warrant for the Purchase of Shares of Common Stock. FOR VALUE RECEIVED, BIOHEART, INC., a Florida corporation (the “Company”), hereby certifies that MxWxxxxxx X. Xxxxxx, Xx. Xxxxxx X. Leonhardt and Mxx. Xxxxxx Xxxxxxxxx M.D. (the “Initial Holder”), or his/her/its assigns (the “Holder”) is entitled, subject to the provisions of this Warrant, to purchase from the Company, up to 57,860 39,450 (subject to adjustment in accordance with the four immediately succeeding paragraphs and Section 5 below) (the “Subject Shares”) fully paid and non-assessable shares of Common Stock at a price of $4.75 per share share, subject to adjustment in accordance with Section 5 below (the “Exercise Price”) . This Warrant is being issued in connection with that certain Loan Guarantee, Payment and Security Agreement by and between the Company and the Initial Holder, dated as of June 1, 2007 (the “Guarantee Agreement”). In the event that, as of September 30, 2007, the Company has not satisfied and/or discharged all of its payment obligations, including, without limitation, all payment obligations under the agreements, documents and instruments entered into in connection therewith (a “Loan Satisfaction”) under that certain $5,000,000 Loan borrowed by the Company from Bank of America, N.A. (the “Bank of America Loan”), the number of Subject Shares shall be automatically increased to 66,000 45,000 shares without any action required on the part of the Company or the Holder. In the event that, as of the first year anniversary of the closing of the Bank of America Loan (the “Closing Date”), the Company has not satisfied and/or discharged all of its material payment obligations to the Initial Holder under the Guarantee Agreement (a “Guarantee Satisfaction”), the number of Subject Shares shall be automatically increased to 82,500 56,250 shares without any action required on the part of the Company or the Holder. In the event that, as of the second year anniversary of the Closing Date, the Company has not effectuated a Guarantee Satisfaction, the number of Subject Shares shall be automatically increased to 110,000 75,000 shares without any action required on the part of the Company or the Holder. In the event that, as of the third year anniversary of Closing Date, the Company has not effectuated a Guarantee Satisfaction, the number of Subject Shares shall be automatically increased to 165,000 112,500 shares without any action required on the part of the Company or the Holder. Notwithstanding the immediately preceding four paragraphs to the contrary, a failure to timely effectuate a Guarantee Satisfaction shall be without prejudice to the Initial Holder’s (and/or its assign’s or successor’s in interest in respect of the Guarantee Agreement) rights with respect to the Guarantee Agreement, it being understood that adjustments to the Subject Shares relating to the Company’s failure to effectuate a Guarantee Satisfaction shall be an additional right of the Holder (and/or such successor or assign). The number of Subject Shares are also subject to adjustment in accordance with Section 5 below.