Exhibit 4.1


 





REGISTRATION RIGHTS AGREEMENT


 


This Registration Rights
Agreement (this “Agreement”) is made and entered into as of March 14, 2016, by and among Capricor
Therapeutics, Inc., a Delaware corporation (the “Company”), and each individual identified
on the signature pages hereto (each, including its successors and assigns, a “Holder” and, collectively,
the “Holders”).


 


This Agreement is made
in connection with that certain Subscription Agreement (the “Subscription Agreement”), dated as of the
date hereof, by and among the Company and each investor identified on the signature pages thereto.


 


NOW, THEREFORE,
IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged, the Company and each of the Holders agree as follows:


 


1.Definitions.
Capitalized terms used and not otherwise defined herein that are defined in the Subscription Agreement shall have the meanings
given such terms in the Subscription Agreement. As used in this Agreement, the following terms shall have the following meanings:


 


“Advice”
has the meaning set forth in Section 6(c).


 


“Affiliate”
means, with respect to any Person, any other person which directly or indirectly controls, is controlled by, or is under common
control with, such Person; as such terms are used in and construed under Rule 405 of the Securities Act.


 


“Agreement”
has the meaning set forth in the Preamble.


 


“Business
Day” means any day except Saturday, Sunday, any day which is a federal legal holiday in the United States or any
day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.


 


“Closing”
means the completion of the purchase and sale of the Warrants on the Closing Date.


 


“Closing
Date” means the place and time of the Closing, to be specified by the Company.


 


“Commission”
means the Securities and Exchange Commission.


 


“Common
Stock” means the common stock of the Company, par value $0.001 per share, and any securities into which such common
stock may hereinafter be reclassified.


 


“Company”
has the meaning set forth in the Preamble.


 


“Effective
Date” means each date that the Registration Statement filed pursuant to Section 2(a) and any post-effective
amendment thereto is declared effective by the Commission.


 


“Effectiveness
Period” has the meaning set forth in Section 2(b).


 






     


     


    

 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations
promulgated thereunder.


 


“Filing
Deadline” means, with respect to the Initial Registration Statement required to be filed pursuant to Section 2(a),
the 90th calendar day following the Closing Date; provided, however, that if the Filing Deadline falls on a Saturday,
Sunday or other day that the Commission is closed for business, the Filing Deadline shall be extended to the next Business Day
on which the Commission is open for business.


 


“FINRA”
has the meaning set forth in Section 3(h).


 


“Holder”
or “Holders” has the meaning set forth in the Preamble.


 


“Indemnified
Party” has the meaning set forth in Section 5(c).


 


“Indemnifying
Party” has the meaning set forth in Section 5(c).


 


“Initial
Registration Statement” means the initial Registration Statement filed pursuant to Section 2(a) of this Agreement.


 


“Losses”
has the meaning set forth in Section 5(a).


 


“New Registration
Statement” has the meaning set forth in Section 2(a).


 


“Person”
means an individual, corporation, partnership, limited liability company, trust, business trust, association, joint stock company,
joint venture, sole proprietorship, unincorporated organization, governmental authority or any other form of entity not specifically
listed herein.


 


“Principal
Market” means the Trading Market on which the Common Stock is primarily listed and quoted for trading, which, as
of the Closing Date, shall be The Nasdaq Capital Market.


 


“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.


 


“Prospectus”
means the prospectus included in a Registration Statement (including, without limitation, a 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 Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of
any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to the
Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference
in such Prospectus.


 






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“Registrable
Securities” means all of the Warrant Shares and any securities issued or issuable upon any stock split, dividend
or other distribution, recapitalization or similar event with respect to the foregoing; provided, that the Holder has completed
and delivered to the Company a Selling Stockholder Questionnaire; and provided, further, that with respect to a particular
Holder, such Holder’s Warrant Shares shall cease to be Registrable Securities upon the earliest to occur of the following:
(a) a sale pursuant to a Registration Statement or Rule 144 under the Securities Act (in which case, only such security sold by
the Holder shall cease to be a Registrable Security); or (b) such securities becoming eligible for resale by the Holder under Rule
144 without the requirement for the Company to be in compliance with the current public information requirement thereunder and
without volume or manner-of-sale restrictions, pursuant to a written opinion letter to such effect, addressed, delivered and acceptable
to the Company.


 


“Registration
Statements” means any one or more registration statements of the Company filed under the Securities Act that covers
the resale of any of the Registrable Securities pursuant to the provisions of this Agreement (including, without limitation, the
Initial Registration Statement, the New Registration Statement and any Remainder Registration Statements), including (in each case)
the amendments and supplements to such Registration Statements, including pre- and post-effective amendments thereto, all exhibits
and all material incorporated by reference or deemed to be incorporated by reference in such Registration Statements.


 


“Remainder
Registration Statements” has the meaning set forth in Section 2(a).


 


“Rule 144”
means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such rule may be amended from time to time, or
any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such rule.


 


“Rule 172”
means Rule 172 promulgated by the Commission pursuant to the Securities Act, as such rule may be amended from time to time, or
any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such rule.


 


“Rule 415”
means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such rule may be amended from time to time, or
any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such rule.


 


“Rule 424”
means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such rule may be amended from time to time, or
any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such rule.


 


“SEC Guidance”
means (a) any publicly-available written or oral guidance, comments, requirements or requests of the Commission staff, provided,
that any such oral guidance, comments, requirements or requests are reduced to writing by the Commission, and (b) the Securities
Act.


 


“Securities
Act” means the Securities Act of 1933, as amended, or any successor statute, and the rules and regulations promulgated
thereunder.


 






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“Selling
Stockholder Questionnaire” means a questionnaire in the form attached as Annex B hereto, or such other form
of questionnaire as may reasonably be adopted by the Company from time to time.


 


“Trading
Day” means (a) a day on which the Common Stock is listed or quoted and traded on its Principal Market (other
than the OTC Markets Group Inc.), or (b) if the Common Stock is not listed on a Trading Market (other than the OTC Markets
Group Inc.), a day on which the Common Stock is traded in the over-the-counter market, as reported by the OTC Markets Group Inc.
(or any similar organization or agency succeeding to its functions of reporting prices); provided, that in the event
that the Common Stock is not listed or quoted as set forth in (a) or (b) hereof, then Trading Day shall mean a Business
Day.


 


“Trading
Market” means whichever of The Nasdaq Global Select Market, The Nasdaq Global Market, The Nasdaq Capital Market or
the OTC Bulletin Board, the OTCQX Marketplace or the OTCQB Marketplace operated by the OTC Markets Group Inc. on which the Common
Stock is listed or quoted for trading on the date in question.


 


“Warrants”
means the warrants sold by the Company to the Holders on March 16, 2016, in connection with the Subscription Agreement.


 


“Warrant
Shares” means the shares of Common Stock issued or issuable upon exercise of the Warrants.


 


2.Registration.


 


(a)On or prior
to the Filing Deadline, the Company shall prepare and file with the Commission a Registration Statement covering the resale of
all of the Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be
made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities,
by such other means of distribution of Registrable Securities as the Holders may reasonably specify (the “Initial Registration
Statement”). The Initial Registration Statement shall be on Form S-3 (or such other form available to register for
resale the Registrable Securities as a secondary offering) and shall contain (except if otherwise required pursuant to written
comments received from the Commission upon a review of such Registration Statement) a “Plan of Distribution” section
substantially in the form attached hereto as Annex A (which may be modified to respond to comments, if any, provided by
the Commission). Notwithstanding the registration obligations set forth in this Section 2, in the event the Commission informs
the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale
as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof
and use its reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, and/or (ii)
withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”),
in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3
or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however,
that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its reasonable efforts
to advocate with the Commission for the registration of all of the Registrable Securities in accordance with SEC Guidance. Notwithstanding
any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted
to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used reasonable
efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise
directed in writing by a Holder as to its Registrable Securities, any such limitation imposed pursuant to this Section 2(a)
shall be allocated among the Registrable Securities of the Holders on a pro rata basis, subject to a determination by the Commission
that certain Holders must be reduced first based on the number of Registrable Securities held by such Holders. In the event the
Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i)
or (ii) above, the Company will use its reasonable efforts to file with the Commission, as promptly as allowed by the Commission
or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form
S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the
Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”).
No Holder shall be named as an “underwriter” in any Registration Statement without such Holder’s prior written
consent.


 






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(b)The Company
shall use its reasonable efforts to cause each Registration Statement or any post-effective amendment thereto to be declared effective
by the Commission as soon as practicable (including, with respect to the Initial Registration Statement or the New Registration
Statement, as applicable, filing with the Commission a request for acceleration of effectiveness in accordance with Rule 461 promulgated
under the Securities Act within five Business Days after the date that the Company is notified (orally or in writing, whichever
is earlier) by the Commission that such Registration Statement will not be “reviewed,” or will not be subject to further
review and that the effectiveness of such Registration Statement may be accelerated), and shall use its reasonable efforts to keep
each Registration Statement continuously effective under the Securities Act until the earliest of (i) such time as all of the Registrable
Securities covered by such Registration Statement have been publicly sold by the Holders; (ii) such time as all Registrable Securities
covered by such Registration Statement may be sold (A) without limitations as to volume of sales, method of sale requirements or
notice requirements pursuant to Rule 144 and (B) without the requirement for the Company to be in compliance with the current public
information requirement under Rule 144(c)(1); or (iii) the date that is one year following the Closing Date (the “Effectiveness
Period”). The Company shall, by 5:00 p.m. New York City time on the first Trading Day after the Effective Date, file
a final Prospectus with the Commission, as required by Rule 424(b). The Initial Registration Statement shall be filed with the
Commission on or prior to the Filing Deadline.


 


(c)Each Holder
agrees to furnish to the Company a completed Selling Stockholder Questionnaire not more than ten Trading Days following the date
of this Agreement. At least five Trading Days prior to the first anticipated filing date of a Registration Statement for any registration
under this Agreement, the Company will notify each Holder of the information the Company requires from that Holder other than the
information contained in the Selling Stockholder Questionnaire, if any, which shall be completed and delivered to the Company promptly
upon request and, in any event, within three Trading Days prior to the applicable anticipated filing date. Each Holder further
agrees that it shall not be entitled to be named as a selling security holder in the Registration Statement or use the Prospectus
for offers and resales of Registrable Securities at any time, unless such Holder has returned to the Company a completed and signed
Selling Stockholder Questionnaire and a response to any requests for further information as described in the previous sentence.
Each Holder acknowledges and agrees that the information in the Selling Stockholder Questionnaire or request for further information
as described in this Section 2(c) will be used by the Company in the preparation of the Registration Statement and hereby
consents to the inclusion of such information in the Registration Statement.


 






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3.Registration
Procedures.


 


In connection with
the Company’s registration obligations hereunder, the Company shall:


 


(a)(i) Subject
to Section 3(g), prepare and file with the Commission such amendments (including post-effective amendments) and supplements
to each Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement
continuously effective as to the applicable Registrable Securities for its Effectiveness Period; (ii) cause the related Prospectus
to be amended or supplemented by any required Prospectus supplement (subject to the terms of this Agreement), and, as so supplemented
or amended, to be filed pursuant to Rule 424; (iii) respond as promptly as reasonably practicable to any comments received from
the Commission with respect to each Registration Statement or any amendment thereto and, as promptly as reasonably possible, provide
the Holders true and complete copies of all correspondence from and to the Commission relating to such Registration Statement that
pertains to the Holders as “Selling Stockholders” but not any comments that would result in the disclosure to the Holders
of material and non-public information concerning the Company; and (iv) comply with the provisions of the Securities Act and the
Exchange Act with respect to the disposition of all Registrable Securities covered by a Registration Statement until such time
as all of such Registrable Securities cease to be Registrable Securities or shall have been disposed of (subject to the terms of
this Agreement) in accordance with the intended methods of disposition by the Holders thereof as set forth in such Registration
Statement as so amended or in such Prospectus as so supplemented; provided, however, that in the event the Company informs
the Holders in writing that it does not satisfy the conditions specified in Rule 172 and, as a result thereof, the Holders are
required to deliver a Prospectus in connection with any disposition of Registrable Securities, each such Holder shall be responsible
for the delivery of the Prospectus to the Persons to whom such Holder sells any of the Registrable Securities, and each Holder
agrees to dispose of Registrable Securities in compliance with the “Plan of Distribution” described in the Registration
Statement and otherwise in compliance with applicable federal and state securities laws. In the case of amendments and supplements
to a Registration Statement which are required to be filed pursuant to this Agreement (including pursuant to this Section 3(a))
by reason of the Company filing a report on Form 10-K, Form 10-Q or Form 8-K or any analogous report under the Exchange Act, the
Company shall have incorporated such report by reference into such Registration Statement, if applicable, or shall file such amendments
or supplements with the Commission on the same day on which the Exchange Act report which created the requirement for the Company
to amend or supplement such Registration Statement was filed.


 






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(b)Notify the Holders
(which notice shall, pursuant to clauses (iii) through (v) hereof, be accompanied by an instruction to suspend the use of the Prospectus
until the requisite changes have been made) as promptly as reasonably practicable via facsimile or electronic mail (and, in the
case of (i)(A) below, not less than one Trading Day prior to such filing) and no later than three Trading Days following the day:
(i)(A) when a Prospectus or any Prospectus supplement or post-effective amendment to a Registration Statement is proposed to be
filed; (B) when the Commission notifies the Company whether there will be a “review” of such Registration Statement
or post-effective amendment and whenever the Commission comments in writing on any Registration Statement or any post-effective
amendment thereto (in which case the Company shall provide to each of the Holders true and complete copies of all comments that
pertain to the Holders as “Selling Stockholders” or to the “Plan of Distribution” and all written responses
thereto, but not information that the Company believes would constitute material and non-public information); and (C) with respect
to each Registration Statement or any post-effective amendment thereto, when the same has become effective; (ii) of any request
by the Commission or any other federal or state governmental authority for amendments or supplements to a Registration Statement
or Prospectus or for additional information that pertains to the Holders as “Selling Stockholders” or the “Plan
of Distribution”; (iii) of the issuance by the Commission or any other federal or state governmental authority of any stop
order suspending the effectiveness of a Registration Statement covering any or all of the Registrable Securities or the initiation
of any Proceedings for that purpose; (iv) of the receipt by the Company of any notification with respect to the suspension of the
qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation
or threatening of any Proceeding for such purpose; and (v) of the occurrence of any event or passage of time that makes the financial
statements included in a Registration Statement ineligible for inclusion therein or any statement made in such Registration Statement
or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or
that requires any revisions to such Registration Statement, Prospectus or other documents so that, in the case of such Registration
Statement or the Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus, form of
prospectus or amendment or supplement thereto, in light of the circumstances under which they were made), not misleading.


 


(c)Use reasonable
efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order suspending the effectiveness of a Registration
Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for
sale in any jurisdiction, as soon as reasonably practicable.


 


(d)If requested
by a Holder, furnish to such Holder, without charge, at least one conformed copy of each Registration Statement and each amendment
thereto and all exhibits to the extent requested by such Person (including those previously furnished or incorporated by reference)
promptly after the filing of such documents with the Commission; provided, that the Company shall have no obligation to
provide any document pursuant to this clause that is available on the Commission’s EDGAR system.


 






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(e)Prior to any
resale of Registrable Securities by a Holder, use its reasonable efforts to register or qualify or cooperate with the selling Holders
in connection with the registration or qualification (or exemption from the registration or qualification) of such Registrable
Securities for resale by the Holder under the securities or “blue sky” laws of such jurisdictions within the United
States as any Holder reasonably requests in writing, to keep each registration or qualification (or exemption therefrom) effective
during the Effectiveness Period and to do any and all other acts or things reasonably necessary to enable the disposition in such
jurisdictions of the Registrable Securities covered by each Registration Statement; provided, that the Company shall not
be required to qualify generally to do business in any jurisdiction where it is not then so qualified, subject the Company to any
material tax in any such jurisdiction where it is not then so subject, or file a general consent to service of process in any such
jurisdiction.


 


(f)If requested
by a Holder, cooperate with such Holder to facilitate the timely preparation and delivery of certificates representing Registrable
Securities to be delivered to a transferee pursuant to the Registration Statement, which certificates shall be free, to the extent
permitted by the Subscription Agreement and under law, of all restrictive legends, and to enable such Registrable Securities to
be in such denominations and registered in such names as any such Holders may reasonably request.


 


(g)Following the
occurrence of any event contemplated by Section 3(b), as promptly as reasonably practicable (taking into account the Company’s
good faith assessment of any adverse consequences to the Company and its stockholders of the premature disclosure of such event),
prepare a supplement or amendment, including a post-effective amendment, to the affected Registration Statements or a supplement
to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required
document so that, as thereafter delivered, no Registration Statement nor any Prospectus will contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of
any Prospectus, form of prospectus or amendment or supplement thereto, in light of the circumstances under which they were made),
not misleading. If the Company notifies the Holders in accordance with clauses (iii) through (v) of Section 3(b) above to
suspend the use of any Prospectus until the requisite changes to such Prospectus have been made, then the Holders shall suspend
use of such Prospectus. The Company will use its reasonable efforts to ensure that the use of the Prospectus may be resumed as
promptly as is practicable.


 


(h)The Company
may require each selling Holder to furnish to the Company a certified statement as to (i) the number of shares of Common Stock
beneficially owned by such Holder and any Affiliate thereof, (ii) any Financial Industry Regulatory Authority, Inc. (“FINRA”)
affiliations, (iii) any natural persons who have the power to vote or dispose of the common stock, and (iv) any other information
as may be requested by the Commission, FINRA or any state securities commission.


 






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4.Registration
Expenses. All fees and expenses incident to the Company’s performance of or compliance with its obligations under this
Agreement (excluding any underwriting discounts and selling commissions and all legal fees and expenses of legal counsel for any
Holder) shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement.
The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing
fees, including, without limitation, fees and expenses (A) with respect to filings required to be made with any Trading Market
on which the Common Stock is then listed for trading and (B) with respect to compliance with applicable state securities or “blue
sky” laws (including, without limitation, fees and disbursements of counsel for the Company in connection with “blue
sky” qualifications or exemptions of the Registrable Securities and determination of the eligibility of the Registrable Securities
for investment under the laws of such jurisdictions as requested by the Holders; (ii) printing expenses, including, without limitation,
expenses of printing certificates for the Registrable Securities and of printing prospectuses if the printing of prospectuses is
reasonably requested by the Holders of a majority of the Registrable Securities included in the Registration Statement; (iii) messenger,
telephone and delivery expenses; (iv) fees and disbursements of counsel for the Company; (v) Securities Act liability insurance,
if the Company so desires such insurance; and (vi) fees and expenses of all other Persons retained by the Company in connection
with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all
of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including,
without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense
of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities
exchange as required hereunder. In no event shall the Company be responsible for any underwriting, broker or similar fees or commissions
of any Holder or any legal fees or other costs of the Holders. Expenses of any Registration Statement abandoned prior to the effectiveness
thereof at the request of the Holders shall be borne by the Holders.


 


5.Indemnification.


 


(a)Indemnification
by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify, defend and hold harmless each
Holder, the officers, directors, agents and employees of each of them, each Person who controls any such Holder (within the meaning
of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employees of each
such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages,
liabilities, costs (including, without limitation, reasonable costs of preparation and reasonable attorneys’ fees) and expenses
(collectively, “Losses”), as incurred, that arise out of or are based upon any untrue or alleged untrue
statement of a material fact contained in any Registration Statement, Prospectus, form of prospectus or amendment or supplement
thereto (it being understood that the Holder has approved Annex A hereto for this purpose), or arising out of or relating
to any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements
therein (in the case of any Prospectus, form of prospectus or amendment or supplement thereto, in light of the circumstances under
which they were made) not misleading, except to the extent, but only to the extent that (A) such untrue statements, alleged untrue
statements, omissions or alleged omissions are based solely upon information regarding such Holder furnished in writing to the
Company by such Holder, or to the extent that such information relates to such Holder or such Holder’s proposed method of
distribution of Registrable Securities and was reviewed and approved in writing by such Holder expressly for use in the Registration
Statement, Prospectus, form of prospectus or in any amendment or supplement thereto (it being understood that each Holder has approved
Annex A hereto for this purpose) or (B) in the case of an occurrence of an event of the type specified in Section 3(b)(iii)-(v),
related to the use by a Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that
the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated and defined in Section
6(c) below, or (C) any such Losses arise out of the Holder’s (or any other indemnified Person’s) failure to send
or give a copy of the Prospectus or supplement (as then amended or supplemented), if required pursuant to Rule 172 under the Securities
Act (or any successor rule), to the Persons asserting an untrue statement or alleged untrue statement or omission or alleged omission
at or prior to the written confirmation of the sale of Registrable Securities to such Person, if such statement or omission was
corrected in such Prospectus or supplement. The Company shall notify the Holders promptly of the institution, threat or assertion
of any Proceeding arising from or in connection with the transactions contemplated by this Agreement of which the Company is aware.


 






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(b)Indemnification
by Holders. Each Holder shall, severally and not jointly, and notwithstanding any termination of this Agreement, indemnify
and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the
meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees
of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, arising
out of or are based solely upon (i) such Holder’s failure to comply with the prospectus delivery requirements of the Securities
Act, or (ii) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus, form
of prospectus or amendment or supplement thereto, or arising out of or relating to any omission or alleged omission of a material
fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus, form of prospectus
or amendment or supplement thereto, in light of the circumstances under which they were made) not misleading to the extent, but
only to the extent, that (A) such untrue statements or omissions are based upon information regarding such Holder furnished in
writing to the Company by such Holder expressly for use therein or (B) such information relates to such Holder or such Holder’s
proposed method of distribution of Registrable Securities and was reviewed and approved in writing by such Holder expressly for
use in any Registration Statement, Prospectus, form of prospectus or amendment or supplement thereto (it being understood that
the Holder has approved Annex A hereto for this purpose), or (C) in the case of an occurrence of an event of the type specified
in Section 3(b)(iii)-(v), such Losses are related to the use by such Holder of an outdated or defective Prospectus after
the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder
of the Advice contemplated in Section 6(c). In no event shall the liability of any selling Holder hereunder be greater in
amount than the dollar amount of the net proceeds received by such Holder upon the sale of the Registrable Securities giving rise
to such indemnification obligation.


 


(c)Conduct of
Indemnification Proceedings. If any Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder
(an “Indemnified Party”), such Indemnified Party shall promptly notify the Person from whom indemnity
is sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall have the right to assume
the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all
reasonable fees and expenses incurred in connection with the defense thereof; provided, that the failure of any Indemnified
Party to give such notice shall not relieve the Indemnifying Party of its obligations or liabilities pursuant to this Agreement,
except (and only) to the extent that it shall be finally determined by a court of competent jurisdiction (which determination is
not subject to appeal or further review) that such failure shall have materially and adversely prejudiced the Indemnifying Party.


 






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An Indemnified Party
shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees
and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (i) the Indemnifying Party has
agreed in writing to pay such fees and expenses; (ii) the Indemnifying Party shall have failed promptly to assume the defense of
such Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (iii) the named
parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party,
and such Indemnified Party shall have been advised by counsel that a conflict of interest would exist if the same counsel were
to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying
Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall
not have the right to assume the defense thereof and such counsel shall be at the expense of the Indemnifying Party); provided,
that the Indemnifying Party shall not be liable for the fees and expenses of more than one separate firm of attorneys at any time
for all Indemnified Parties. The Indemnifying Party shall not be liable for any settlement of any such Proceeding effected without
its prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned. No Indemnifying Party shall,
without the prior written consent of the Indemnified Party, effect any settlement of any pending Proceeding in respect of which
any Indemnified Party is a party, unless such settlement includes an unconditional release of such Indemnified Party from all liability
on claims that are the subject matter of such Proceeding and such settlement does not include any non-monetary limitation on the
actions of any Indemnified Party or any of its affiliates or any admission of fault or liability on behalf of any such Indemnified
Party.


 


Subject to the terms
of this Agreement, all fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred
in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with this Section 5)
shall be paid to the Indemnified Party, as incurred, within 20 Trading Days of written notice thereof to the Indemnifying Party;
provided, that the Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such fees and expenses
applicable to such actions for which such Indemnified Party is finally judicially determined to not be entitled to indemnification
hereunder. The failure to deliver written notice to the Indemnifying Party within a reasonable time of the commencement of any
such action shall not relieve such Indemnifying Party of any liability to the Indemnified Party under this Section 5, except
to the extent that the Indemnifying Party is materially and adversely prejudiced in its ability to defend such action.


 






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(d)Contribution.
If a claim for indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party (by reason of public
policy or otherwise), then each Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount
paid or payable by such Indemnified Party as a result of such Losses, in such proportion as is appropriate to reflect the relative
fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in
such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified
Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged
untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates
to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access
to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party
as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’
or other reasonable fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have
been indemnified for such fees or expenses if the indemnification provided for in this Section 5 was available to such
party in accordance with its terms. 





 


The parties hereto
agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata
allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the
immediately preceding paragraph. Notwithstanding the provisions of this Section 5(d), (A) no Holder shall be required to
contribute, in the aggregate, any amount in excess of the amount by which the net proceeds actually received by such Holder from
the sale of the Registrable Securities subject to the Proceeding exceeds the amount of any damages that such Holder has otherwise
been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission and (B) no contribution
will be made under circumstances where the maker of such contribution would not have been required to indemnify the Indemnified
Party under the fault standards set forth in this Section 5. No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent
misrepresentation.


 


The indemnity and contribution
agreements contained in this Section 5 are in addition to any liability that the Indemnifying Parties may have to the Indemnified
Parties and are not in diminution or limitation of the indemnification provisions under the Subscription Agreement.


 


6.Miscellaneous.


 


(a)Remedies.
Subject to the limitations set forth elsewhere in this Agreement, in the event of a breach by the Company or by a Holder of any
of their obligations under this Agreement, each Holder or the Company, as the case may be, in addition to being entitled to exercise
all rights granted by law and under this Agreement, including recovery of damages, will be entitled to specific performance of
its rights under this Agreement. The Company and each Holder agree that monetary damages would not provide adequate compensation
for any losses incurred by reason of a breach by it of any of the provisions of this Agreement and hereby further agree that, in
the event of any action for specific performance in respect of such breach, it shall waive the defense that a remedy at law would
be adequate.


 






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(b)Compliance.
Each Holder covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable
to it (unless an exemption therefrom is available) in connection with sales of Registrable Securities pursuant to the Registration
Statement, and shall sell the Registrable Securities only in accordance with a method of distribution described in the Registration
Statement.


 


(c)Discontinued
Disposition. By its acquisition of Registrable Securities, each Holder agrees that, upon receipt of a notice from the Company
of the occurrence of any event of the kind described in Section 3(b)(iii)-(v), such Holder will forthwith discontinue disposition
of such Registrable Securities under a Registration Statement until it is advised in writing (the “Advice”)
by the Company that the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed. The Company
will use its reasonable efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable. The Company
may provide appropriate stop orders to enforce the provisions of this paragraph.


 


(d)Amendments
and Waivers. The provisions of this Agreement, including the provisions of this Section 6(d), may not be amended, modified
or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the same shall be in
writing and signed by the Company and the Holders of no less than a majority in interest of the then outstanding Registrable Securities,
and any amendment to any provision of this Agreement made in accordance with this Section 6(d) shall be binding on all Holders.
Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively
to the rights of certain Holders and that does not directly or indirectly affect the rights of other Holders may be given by Holders
of at least a majority of the Registrable Securities to which such waiver or consent relates; provided, that no amendment
or waiver to any provision of this Agreement relating to naming any Holder or requiring the naming of any Holder as an underwriter
may be effected in any manner without such Holder’s prior written consent. Section 2(a) may not be amended or waived
except by the written consent of each Holder affected by such amendment or waiver.


 


(e)Notices.
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and
shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is delivered
via facsimile (provided the sender receives a machine-generated confirmation of successful transmission) at the facsimile number
specified in this Section 6(e) prior to 5:00 p.m., New York City time, on a Trading Day, (b) the next Trading
Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number specified
in this Section 6(e) on a day that is not a Trading Day or later than 5:00 p.m., New York City time, on any Trading
Day, (c) the Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service with
next day delivery specified, or (d) upon actual receipt by the party to whom such notice is required to be given. The address
for such notices and communications shall be as follows:


 






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	 	If to the Company: 	Capricor Therapeutics, Inc.
	 	 	8840 Wilshire Blvd., 2nd Floor
	 	 	Beverly Hills, CA 90211
	 	 	Telephone No.: (310) 358-3200
	 	 	Facsimile No.: (310) 358-3209
	 	 	Attention: General Counsel
	 	 	 
	 	With a copy to (which shall not constitute notice):
	 	 	 
	 	 	Paul Hastings LLP
	 	 	1117 S. California Avenue
	 	 	Palo Alto, California 94304
	 	 	Telephone No.: (650) 320-1830
	 	 	Facsimile No.: (650) 320-1930
	 	 	Attention: Rob R. Carlson, Esq.
	 	 	 
	 	If to a Holder: 	To the address set forth under such Holder’s name on the signature page hereof;







 


or such other address as may be designated
in writing hereafter, in the same manner, by such Person.


 


(f)Successors
and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each
of the parties and shall inure to the benefit of each Holder. Nothing in this Agreement, express or implied, is intended to confer
upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations or liabilities
under or by reason of this Agreement, except as expressly provided in this Agreement. The Company may not assign its rights (except
by merger or in connection with another entity acquiring all or substantially all of the Company’s assets) or obligations
hereunder without the prior written consent of all the Holders of the then outstanding Registrable Securities. Each Holder may
assign its respective rights with respect to any or all of its Warrant Shares hereunder; provided in each case that (i)
the Holder agrees in writing with the transferee or assignee to assign such rights and related obligations under this Agreement,
and for the transferee or assignee to assume such obligations, and a copy of such agreement is furnished to the Company within
a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished
with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration
rights are being transferred or assigned, (iii) at or before the time the Company received the written notice contemplated by clause
(ii) of this sentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained
herein, and (iv) the transferee is an “accredited investor,” as that term is defined in Rule 501 of Regulation D.


 


(g)Execution
and Counterparts. This Agreement may be executed in two or more counterparts, each of which when so executed shall be deemed
to be an original and all of which taken together shall constitute one and the same Agreement and shall become effective when counterparts
have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart.
In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data
file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed)
with the same force and effect as if such facsimile or “.pdf” signature were the original thereof.


 






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(h)Governing
Law. This Agreement and the relationship of the parties to this Agreement shall be construed in accordance with, and governed
in all respects by, the internal laws of the State of New York (without giving effect to principles of conflicts of laws). Each
party agrees that all Proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this
Agreement (whether brought against a party hereto or its respective Affiliates, employees or agents) shall be commenced exclusively
in any state or federal court located in the County of Los Angeles, State of California. Each party hereto hereby irrevocably submits
to the exclusive jurisdiction of each state and federal court located in the County of Los Angeles, State of California for the
adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein
(including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not
to assert in any Proceeding, any claim that it is not personally subject to the jurisdiction of any such County of Los Angeles,
State of California court, or that such Proceeding has been commenced in an improper or inconvenient forum. Each party hereto hereby
irrevocably waives personal service of process and consents to process being served in any such Proceeding by mailing a copy thereof
via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices
to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof.
Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY
HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY
LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


(i)Cumulative
Remedies. Except as provided herein, the remedies provided herein are cumulative and not exclusive of any other remedies provided
by law.


 


(j)Severability.
If any provision of this Agreement is held to be invalid or unenforceable in any respect, the validity and enforceability of the
remaining terms and provisions of this Agreement shall not in any way be affected or impaired thereby and the parties will attempt
to agree upon a valid and enforceable provision that is a reasonable substitute therefor, and upon so agreeing, shall incorporate
such substitute provision in this Agreement.


 






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(k)Construction.
The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect
any of the provisions hereof. Any references to paragraphs, subparagraphs, sections or subsections are to those parts of this Agreement,
unless the context clearly indicates to the contrary. The language used in this Agreement will be deemed to be the language chosen
by the parties to express their mutual intent, and no rules of strict construction will be applied against any party. This Agreement
shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring
any party by virtue of the authorship of any provisions of this Agreement.


 


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IN WITNESS WHEREOF,
the parties have executed this Registration Rights Agreement as of the date first written above.


 




	 	COMPANY:	 
	 	 	 
	 	Capricor Therapeutics, Inc.,	 
	 	a Delaware corporation	 
	 	 	 
	 	By: 		 
	 	Name: 	Linda Marbán, Ph.D.	 
	 	Title: 	Chief Executive Officer	 







 


 


 


 


[SIGNATURE PAGES OF
holders FOLLOW]


 


 


 


 


 


 





[Signature Page to Registration Rights
Agreement]


 







 




     


     


    

IN WITNESS WHEREOF,
the parties have executed this Registration Rights Agreement as of the date first written above.


 


HOLDER:


 


 


 


By:


 


______________________________________

Name:

Title:


 


 


 


 


 


 


 


Address for Notice of Authorized Signatory:


 


_________________________________________


 


Street:____________________________________


 


City/State/Zip: _____________________________


 


Attention: _________________________________


 


Telephone No.: _____________________________


 


Facsimile No.: _____________________________


 


E-mail Address: ____________________________


 


 


 


 


 


 


 





[Signature Page to Registration Rights
Agreement]