Capricor Therapeutics, Inc. Sample Contracts

Capricor Therapeutics, Inc. – RESTATED AND AMENDED EMPLOYMENT AGREEMENT (August 8th, 2019)

THIS RESTATED AND AMENDED EMPLOYMENT AGREEMENT (“Agreement”) is made and shall be effective as of the 5th day of June, 2019 (the “Effective Date”), by and between CAPRICOR THERAPEUTICS, INC. (“CAPR”) and CAPRICOR, INC., (“Capricor”) whose offices are located at 8840 Wilshire Blvd., 2nd Floor, Beverly Hills, California 90211 (collectively, the “Company”), and LINDA MARBAN, Ph.D., whose address is [***] (“Executive”).

Capricor Therapeutics, Inc. – EMPLOYMENT AGREEMENT (August 8th, 2019)

THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and shall be effective as of the 14th day of May, 2019 (the “Effective Date”), by and between CAPRICOR THERAPEUTICS, INC. (“CAPR”) and CAPRICOR, INC., (“Capricor”) whose offices are located at 8840 Wilshire Blvd., 2nd Floor, Beverly Hills, California 90211 (collectively, the “Company”), and ANTHONY J. BERGMANN, whose address is [***] (“Executive”).

Capricor Therapeutics, Inc. – EMPLOYMENT AGREEMENT (August 8th, 2019)

THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and shall be effective as of the 14th day of May, 2019 (the “Effective Date”), by and between CAPRICOR THERAPEUTICS, INC. (“CAPR”) and CAPRICOR, INC., (“Capricor”) whose offices are located at 8840 Wilshire Blvd., 2nd Floor, Beverly Hills, California 90211 (collectively, the “Company”), and KAREN G. KRASNEY, ESQ, whose address is [***] (“Executive”).

Capricor Therapeutics, Inc. – CAPRICOR THERAPEUTICS, INC. cOMMON STOCK SALES AGREEMENT (July 22nd, 2019)
Capricor Therapeutics, Inc. – CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF CAPRICOR THERAPEUTICS, INC. (June 4th, 2019)

Capricor Therapeutics, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify that:

Capricor Therapeutics, Inc. – FOURTH AMENDMENT TO AMENDED AND RESTATED EXCLUSIVE LICENSE AGREEMENT (August 13th, 2018)

THIS FOURTH AMENDMENT TO AMENDED AND RESTATED LICENSE AGREEMENT (this “CDCs Fourth Amendment”) is made and entered into as of June 20, 2018 (“Fourth Amendment Date”) by and between CEDARS-SINAI MEDICAL CENTER, a California nonprofit public benefit corporation (“CSMC”) and CAPRICOR, INC., a Delaware corporation (“Licensee”), under the following circumstances:

Capricor Therapeutics, Inc. – FIFTH AMENDMENT TO EXCLUSIVE LICENSE AGREEMENT (August 13th, 2018)

THIS FIFTH AMENDMENT TO EXCLUSIVE LICENSE AGREEMENT (this “Exosomes Fifth Amendment”) is made and entered into as of June 20, 2018 (“Fifth Amendment Date”) by and between CEDARS-SINAI MEDICAL CENTER, a California nonprofit public benefit corporation (“CSMC”) and CAPRICOR, INC., a Delaware corporation (“Licensee”), under the following circumstances:

Capricor Therapeutics, Inc. – NASDAQ: CAPR May 2018 Forward - Looking Statements 2 Statements in this presentation regarding the efficacy, safety, and intended utilization of Capricor's product candidates ; the initiation, conduct, size, timing and results of discovery efforts and clinical trials ; the pace of enrollment of clinical trials ; plans regarding regulatory filings, future research and clinical trials ; regulatory developments involving products, including the ability to obtain regulatory approvals or otherwise bring products to market ; plans regarding current and future collaborative activities and the ownersh (May 4th, 2018)
Capricor Therapeutics, Inc. – FOURTH AMENDMENT TO EXCLUSIVE LICENSE AGREEMENT (March 22nd, 2018)

THIS FOURTH AMENDMENT TO EXCLUSIVE LICENSE AGREEMENT (this “Exosomes Fourth Amendment”) is made and entered into as of December 26, 2017 (“Fourth Amendment Date”) by and between CEDARS-SINAI MEDICAL CENTER, a California nonprofit public benefit corporation (“CSMC”) and CAPRICOR, INC., a Delaware corporation (“Licensee”), under the following circumstances:

Capricor Therapeutics, Inc. – THIRD AMENDMENT TO EXCLUSIVE LICENSE AGREEMENT (March 22nd, 2018)

THIS THIRD AMENDMENT TO EXCLUSIVE LICENSE AGREEMENT (this “CDCs Third Amendment”) is made and entered into as of December 26, 2017 (“Third Amendment Date”) by and between CEDARS-SINAI MEDICAL CENTER, a California nonprofit public benefit corporation (“CSMC”) and CAPRICOR, INC., a Delaware corporation (“Licensee”), under the following circumstances:

Capricor Therapeutics, Inc. – AMENDMENT TO NOTICE OF AWARD – RFA 10-05A - CIRM Disease Team Therapy Development Awards - Part II Research Award California Institute for Regenerative Medicine (December 12th, 2017)

This award is closed, effective 11/30/2017, based on the completion of the final Operational Milestone (Operational Milestone #6 “File final Clinical Study Report”). CIRM recognizes that Capricor, Inc. has abandoned the CIRM-Funded Project as noted in the Notice of Abandonment letter from Capricor, Inc. to CIRM dated 11/17/2017. As such, pursuant to Section 4.10 of the Loan Agreement between CIRM and Capricor, Inc. and Article VII, Section I of the CIRM Loan Administration Policy, Capricor, Inc.’s Loan Balance is forgiven, subject to reinstatement pursuant to those provisions. No expenses may be incurred after 11/30/2017, and any unexpended funds shall be returned to CIRM. A Final Operational Milestone Financial Report is due by 02/01/2018.

Capricor Therapeutics, Inc. – AMENDMENT TO NOTICE OF AWARD – CLIN 2 - CIRM Clinical Trial Stage Projects California Institute for Regenerative Medicine (November 14th, 2017)

This Amendment responds to the Prior Approval Request (PAR) dated and/or received by CIRM on 07/14/2017. The terms and conditions of the original NGA and any prior Amendments to the NGA continue in full force and effect except for those changes specified in this amendment. The Principal Investigator and Authorized Organizational Official must sign and return this Amendment to CIRM within 30 days of the Amendment date stated above. CIRM may hold future payments on this Award until the fully signed Amendment is received. The following changes are effective immediately:

Capricor Therapeutics, Inc. – FIRST AMENDMENT TO FACILITIES LEASE (November 14th, 2017)

This First Amendment to Facilities Lease (“Amendment”) effective as of August 1, 2017, and is made by and between CEDARS-SINAI MEDICAL CENTER, a California nonprofit public benefit corporation (“Landlord”) and CAPRICOR, INC., a Delaware corporation (“Tenant”), with reference to the facts and circumstances set forth below.

Capricor Therapeutics, Inc. – CAPRICOR THERAPEUTICS, INC. $14,000,000 cOMMON STOCK SALES AGREEMENT (October 19th, 2017)
Capricor Therapeutics, Inc. – AMENDMENT TO NOTICE OF LOAN AWARD – RFA 10-05A - CIRM Disease Team Therapy Development Awards - Part II Research Award California Institute for Regenerative Medicine (June 13th, 2017)

The terms and conditions of the original NLA and any prior Amendments to the NLA continue in full force and effect except for those changes specified in this amendment. The Principal Investigator and Authorized Organizational Official must sign and return this Amendment to CIRM within 30 days of the Amendment date stated above. CIRM may hold future payments on this Award until the fully signed Amendment is received. The following changes are effective immediately:

Capricor Therapeutics, Inc. – NASDAQ: CAPR June 2017 a translational m edicine c ompany (June 7th, 2017)
Capricor Therapeutics, Inc. – SUBSCRIPTION AGREEMENT (May 9th, 2017)

This Subscription Agreement (this “Subscription”) is dated as of May 5, 2017, by and between CAPRICOR THERAPEUTICS, INC., a Delaware corporation (the “Company”), and the investor identified on the signature page hereto (the “Investor”). The Company and the Investor are sometimes referred to herein as the “Parties.”

Capricor Therapeutics, Inc. – REGISTRATION RIGHTS AGREEMENT (May 9th, 2017)

This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 5 , 2017, by and among CAPRICOR THERAPEUTICS, INC., a Delaware corporation (the “Company”), and each other party identified on the signature pages hereto.

Capricor Therapeutics, Inc. – Contract (April 25th, 2017)

NASDAQ: CAPR April 25, 2017 a translational m edicine c ompany Top - Line Six - Month Results of the HOPE - Duchenne Trial Conference Call to Discuss

Capricor Therapeutics, Inc. – CAPRICOR THERAPEUTICS, INC. $5,000,000 cOMMON STOCK SALES AGREEMENT (March 31st, 2017)
Capricor Therapeutics, Inc. – We have acted as counsel to Capricor Therapeutics, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b) of the rules and regulations of the Securities Act of 1933, as amended (the “Act”), of a prospectus supplement, dated March 31, 2017 (the “Prospectus Supplement”), to the Company’s Registration Statement on Form S-3 (File No. 333-207149) originally filed with the Commission under the Act on September 28, 2015 (the “Registration Statement”), and the related prospectus, (March 31st, 2017)

This opinion letter updates and supplements our opinion letter dated September 25, 2015, filed as an exhibit to the Registration Statement. All assumptions, limitations, qualifications and exceptions set forth in our opinion letter dated September 25, 2015, filed as an exhibit to the Registration Statement, are incorporated by reference into this opinion letter.

Capricor Therapeutics, Inc. – Corporate Overview February 2017 A Translational Medicine Company NASDAQ: CAPR (February 15th, 2017)

13 0 20 40 60 80 100 Baseline 6 Months 12 Months % of Subjects (N=12) NYHA Class by Study Visit I II III IV Positive Results with CAP - 1002 in Advanced Heart Failure – DYNAMIC demonstrated an efficacy signal despite its small sample size ( N=14). – Concordant improvements from baseline in functional status and ventricular function were observed, and were especially evident at six months, – A dose effect was also seen, with the highest dose (75M cells) yielding the greatest benefit to NYHA Class . DYNAMIC was an open - label , dose - escalation clinical trial in patients with dilated cardiomyopathy. NYHA Class III or ambulatory Class IV HF of ischemic or non - ischemic origin and baseline LV ejection fraction ≤ 35%. One - time triple coronary infusion at one of four doses (37.5 , 50, 62.5, or 75 million cells); six and 12 - month follow - up. -50 -25 0 25 50 LVEF LVFS LVEDV LVESV Dynamics & Dimensions Month 6 Month 12 Median (IQR) % Change p=0.02 p=0.02 p=0.08 p=0.11 p=0.15 p=0.28 p=0.

Capricor Therapeutics, Inc. – THIRD AMENDMENT TO CAPRICOR THERAPEUTICS, INC. 2012 RESTATED EQUITY INCENTIVE PLAN (Adopted April 26, 2016) (January 11th, 2017)

Capricor Therapeutics, Inc. (the “Company”) maintains the Capricor Therapeutics, Inc. 2012 Restated Equity Incentive Plan, effective as of November 13, 2012 and as amended to date (collectively, the “Plan”), and, pursuant to Section 17 of the Plan, the Company’s Board of Directors may at any time amend, alter, suspend or terminate the Plan.

Capricor Therapeutics, Inc. – SECOND AMENDMENT TO CAPRICOR THERAPEUTICS, INC. 2012 RESTATED EQUITY INCENTIVE PLAN (Adopted September 8, 2014) (January 11th, 2017)

Capricor Therapeutics, Inc. (the “Company”) maintains the Capricor Therapeutics, Inc. 2012 Restated Equity Incentive Plan, effective as of November 13, 2012 and as amended to date (collectively, the “Plan”), and, pursuant to Section 17 of the Plan, the Company’s Board of Directors (the “Board”) may at any time amend, alter, suspend or terminate the Plan.

Capricor Therapeutics, Inc. – THIRD AMENDMENT TO EXCLUSIVE LICENSE AGREEMENT (November 14th, 2016)

THIS THIRD AMENDMENT TO EXCLUSIVE LICENSE AGREEMENT (this “Third Amendment”) is made and entered into as of August 5, 2016 (“Amendment Date”) by and between CEDARS-SINAI MEDICAL CENTER, a California nonprofit public benefit corporation (“CSMC”) and CAPRICOR, INC., a Delaware corporation (“Licensee”), under the following circumstances:

Capricor Therapeutics, Inc. – SECOND AMENDMENT TO AMENDED AND RESTATED EXCLUSIVE LICENSE AGREEMENT (November 14th, 2016)

THIS SECOND AMENDMENT TO AMENDED AND RESTATED EXCLUSIVE LICENSE AGREEMENT (this “Second Amendment”) is made and entered into as of August 5, 2016 (“Amendment Date”) by and between CEDARS-SINAI MEDICAL CENTER, a California nonprofit public benefit corporation (“CSMC”) and CAPRICOR, INC., a Delaware corporation (“Licensee”), under the following circumstances:

Capricor Therapeutics, Inc. – NASDAQ: CAPR A Translational Medicine Company www.capricor.com Investor Presentation October 2016 (October 5th, 2016)

6 – CADUCEUS data attracted the interest of big pharma – Capricor granted Janssen Biotech an exclusive option to enter into exclusive license agreement for worldwide rights to CAP - 1002 for certain CV indications – Expect Janssen’s decision on license option by mid - 2017 License fee and additional milestone payments totaling up to $325 million Low double - digit royalties on product sales – Collaboration with Janssen on manufacturing development since 2014 – Capricor received $12.5 million option fee Janssen has Option to License CAP - 1002

Capricor Therapeutics, Inc. – 2,687,500 Shares CAPRICOR THERAPEUTICS, INC. Common Stock UNDERWRITING AGREEMENT (September 16th, 2016)

Capricor Therapeutics, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions contained herein, to sell to you and the other underwriters named on Schedule I to this Agreement (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 2,687,500 shares (the “Firm Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). The respective amounts of the Firm Shares to be purchased by each of the several Underwriters are set forth opposite their names on Schedule I hereto. In addition, the Company proposes to grant to the Underwriters an option to purchase up to an additional 403,125 shares (the “Option Shares”) of Common Stock from the Company for the purpose of covering over-allotments in connection with the sale of the Firm Shares. The Firm Shares and the Option Shares are collectively called the “Shares.”

Capricor Therapeutics, Inc. – SUBSCRIPTION AGREEMENT (September 16th, 2016)

This Subscription Agreement (this “Subscription”) is dated as of September 16, 2016, by and between Capricor Therapeutics, Inc., a Delaware corporation (the “Company”), and Cedars-Sinai Medical Center (the “Investor”).

Capricor Therapeutics, Inc. – THIRD AMENDMENT TO LEASE (August 15th, 2016)

This Third Amendment to Lease (this “Amendment”) is dated as of May 25, 2016, and is made by and between The Bubble Real Estate Company, LLC, a California limited liability company (“Lessor”) and Capricor, Inc., a Delaware corporation (“Lessee”), with reference to the following facts and circumstances:

Capricor Therapeutics, Inc. – Loan Election Agreement Between the California Institute for Regenerative Medicine and Capricor, Inc. (August 15th, 2016)

This agreement (the “Agreement”) between the California Institute for Regenerative Medicine (“CIRM”) and Capricor, Inc. (“Capricor”) is entered into and is effective as of June 20, 2016, and sets forth the terms pursuant to which Capricor and CIRM agree to negotiate a loan agreement should Capricor elect to treat its award (CLIN2-08334) (the “Award”) as a loan pursuant to CIRM’s loan election policy (Clinical Grants Administration Policy, art. IV (c)) (the “Loan Policy”).

Capricor Therapeutics, Inc. – SIGN AND RETURN ALL PAGES TO CIRM CLIN2-08334 NOTICE OF AWARD – CLIN 2: CIRM Clinical Trial Stage Projects California Institute for Regenerative Medicine (August 15th, 2016)

Project Title: Phase I/II clinical trial known as “HOPE-Duchenne” using allogeneic cardiosphere-derived cells (CDC’s, CAP-1002) to treat patients with Duchenne muscular dystrophy (DMD) associated cardiomyopathy

Capricor Therapeutics, Inc. – AMENDMENT TO NOTICE OF LOAN AWARD – RFA 10-05A - CIRM Disease Team Therapy Development Awards - Part II Research Award California Institute for Regenerative Medicine (August 15th, 2016)

This Amendment establishes final Operational Milestones and milestone disbursements for the remainder of the Award. The terms and conditions of the original NLA and any prior Amendments to the NLA continue in full force and effect except for those changes specified in this Amendment. The Principal Investigator and Authorized Organizational Official must sign and return this Amendment to CIRM within 30 days of the Amendment date stated above. CIRM may hold future payments on this Award until the fully signed Amendment is received. The following changes are effective immediately:

Capricor Therapeutics, Inc. – NASDAQ: CAPR A Translational Medicine Company www.capricor.com Investor Presentation June 2016 (June 22nd, 2016)

4 – Derived from donor human hearts (allogeneic) – Manufactured by Capricor via proprietary process – Record of immunological safety per cumulative c linical experience – Packaged in Cryostor ™, three - year frozen shelf life – IP licensed from Johns Hopkins, U. of Rome, Cedars - Sinai Medical Cntr Cardiosphere - Derived Cells ( CDCs) Cardiosphere - derived cells (CDCs) Cardiospheres (CSps) Explant - derived cells (EDCs) Explants Cardiac Tissue

Capricor Therapeutics, Inc. – EMPLOYMENT AGREEMENT (March 30th, 2016)

THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and shall be effective as of February 22, 2016 (the “Effective Date”), by and between CAPRICOR, INC., a Delaware corporation, whose offices are located at 8840 Wilshire Blvd., 2nd Floor, Beverly Hills, California 90211 (the “Company”), and LELAND JAMES GERSHELL, MD, Ph.D., whose address is 205 East 85th Street, Apt. 3G, New York, NY 10028 (“Employee”).