0001145443-11-000058 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 25th, 2011 • Bioheart, Inc. • Services-commercial physical & biological research • Florida

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into by and among BIOHEART, INC., a Florida corporation (the “Company” or “Bioheart”), and the persons who have signed a signature page(s) hereto (each, an "Investor” and collectively, the “Investors”).

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FORM OF SUBSCRIPTION AGREEMENT
Subscription Agreement • January 25th, 2011 • Bioheart, Inc. • Services-commercial physical & biological research • Florida

THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into by and between BIOHEART, INC., a Florida corporation (OTCBB: BHRT) (the “Company”), and the undersigned Investor (the "Investor”).

BIOHEART, INC. (Incorporated under the laws of the State of Florida) Common Stock Purchase Warrants
Bioheart, Inc. • January 25th, 2011 • Services-commercial physical & biological research

FOR VALUE RECEIVED, BIOHEART, INC., a Florida corporation (the “Company”), hereby certifies that _____________________(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 ____________________________( ) (subject to adjustment in accordance with Section 5 below) fully paid and non-assessable shares of the Common Stock (defined below) at a price of $0.19 per share, subject to adjustment in accordance with Section 5 below (the “Exercise Price”). This Warrant is being issued pursuant to that certain Subscription Agreement, dated as of January 23, 2011, by and between the Company and the Initial Holder (the “Subscription Agreement”).

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