Exhibit 10.2


 





REGISTRATION RIGHTS AGREEMENT


 


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.


 


This
Agreement is made in connection with those certain Subscription Agreements (collectively, the “Subscription Agreements”),
in each case, dated as of the date hereof, by and between the Company and the investor identified on the signature pages thereto
(each such investor, an “Investor” and, collectively, the “Investors”).


 


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 (as defined below) agree as follows:


 


1.                 
Definitions. 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
Date” means the date on which the completion of the purchases and sales of the Shares pursuant to the Subscription
Agreements occurs; provided, however, that if the purchases and sales of the Shares pursuant to the Subscription
Agreements do not occur on a single date, the Closing Date shall be the date on which the last purchase and sale of Shares pursuant
to a Subscription Agreement occurs.


 


“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
Deadline” means, with respect to the Initial Registration Statement or the New Registration Statement, the 90th
calendar day following the Closing Date (or, in the event the Commission reviews and has written comments to the Initial
Registration Statement or the New Registration Statement, the 120th calendar day following
the Closing Date); provided, however, that if the Effectiveness Deadline falls on a Saturday, Sunday or other day that the
Commission is closed for business, the Effectiveness Deadline shall be extended to the next Business Day on which the Commission
is open for business.


 


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


 


“Event”
has the meaning set forth in Section 2(d).


 


“Event Date”
has the meaning set forth in Section 2(d).


 


“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 60th 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” means the holder or holders, as the case may be, from time to time of Registrable Securities.


 


“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.


 


“Investor” or “Investors”
has the meaning set forth in the Preamble. “Liquidated Damages” has the meaning set forth in Section
2(d).


“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.


 


 



    	 	2	 



     


    




 


“Principal
Market” means the Trading Market on which the Common Stock is primarily listed and quoted for trading, which, as
of the date hereof, is 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.


 


“Registrable
Securities” means all of the 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 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 Transfer Agent.


 


“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
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.


 




    	 	3	 



     


    


 


“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.


 


“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.


 


“Shares”
means the shares of Common Stock issued or issuable to the Investors pursuant to the Subscription Agreements.


 


“Subscription
Agreement” or “Subscription Agreements” has the meaning set forth in the Preamble.


 


“Trading
Day” means (a) a day on which the Common Stock is listed or quoted and traded on its Principal Trading 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.


 


		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 commercially 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.
Notwithstanding any other provision of this Agreement, and subject to the payment of Liquidated Damages in accordance with Section
2(d), 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, 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 commercially 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.


 



    	 	4	 



     


    




 


(b)              
The Company shall use its commercially reasonable efforts to cause each Registration Statement or any post-effective amendment
thereto to be declared effective by the Commission as soon as practicable and, with respect to the Initial Registration Statement
or the New Registration Statement, as applicable, no later than the Effectiveness Deadline, and shall use its commercially 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).


 


(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 ten 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.


 






    	 	5	 



     


    

  


(d)              
If: (i) the Initial Registration Statement is not filed with the Commission on or prior to the Filing Deadline, (ii) the
Initial Registration Statement or the New Registration Statement, as applicable, is not declared effective by the Commission (or
otherwise does not become effective) for any reason on or prior to the Effectiveness Deadline, or (iii) after its Effective Date
and except for the reasons as set forth in Section 3(g), (A) such Registration Statement ceases for any reason (including,
without limitation, by reason of a stop order or the Company’s failure to update the Registration Statement), to remain
continuously effective as to all Registrable Securities included in such Registration Statement or (B) the Holders are not permitted
to utilize the Prospectus therein to resell such Registrable Securities for any reason (other than due to a change in the “Plan
of Distribution” or the inaccuracy of any information regarding the Holders), in each case, at any time prior to the expiration
of the Effectiveness Period and for more than an aggregate of 20 consecutive calendar days or 45 calendar days (which need not
be consecutive days) during any 12-month period (other than as a result of a breach of this Agreement by a Holder, due to such
Holder’s failure to return a Selling Stockholder Questionnaire within the time period provided by Section 2(d)) (any
such failure or breach in clauses (i) through (iii) above being referred to as an “Event”, and, for
purposes of clauses (i) or (ii), the date on which such Event occurs, or for purposes of clause (iii), the date on which such
20 or 45 calendar day period is exceeded, being referred to as an “Event Date”), then in addition to
any other rights the Holders may have hereunder or under applicable law: (x) within five Business Days after an Event Date relating
to a failure in clause (i) only, the Company shall pay to each Holder an amount in cash, as liquidated damages and not as a penalty,
equal to 1.0% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities
held by such Holder on such Event Date; and (y) on each 30-day anniversary (or pro rata portion thereof) following any Event Date
(including, for the avoidance of doubt, a failure in clause (i), in which case each 30-day anniversary shall be measured commencing
on the 31st day following such Event Date) until the date that the applicable Event is cured,
the Company shall pay to each Holder an amount in cash, as liquidated damages and not as a penalty, equal to 1.0% of the aggregate
purchase price paid by such Holder pursuant to the Purchase Agreement for any unregistered Registrable Securities then held by
such Holder. The amounts payable pursuant to the foregoing clauses (x) and (y) are referred to collectively as “Liquidated
Damages”. The parties agree that (1) the Company will not be liable for any Liquidated Damages under this Agreement
with respect to any Registrable Securities that are eligible for resale pursuant to Rule 144 without manner of sale or volume
restrictions, (2) notwithstanding anything to the contrary herein or in the Purchase Agreement, no Liquidated Damages shall be
payable with respect to any period after the expiration of the Effectiveness Period and in no event shall the aggregate amount
of Liquidated Damages payable to a Holder exceed, in the aggregate, 10.0% of the aggregate purchase price paid by such Holder
pursuant to the Purchase Agreement, and (3) in no event shall the Company be liable in any 30-day period for Liquidated Damages
under this Agreement in excess of 1.0% of the aggregate purchase price paid by the Holders pursuant to the Purchase Agreement.
If the Company fails to pay any Liquidated Damages pursuant to this Section 2(d) in full within five Business Days after
the date payable, the Company will pay interest thereon at a rate of 2.0% per month (or such lesser maximum amount that is permitted
to be paid by applicable law) to the Holder, accruing daily from the date such Liquidated Damages are due until such amounts,
plus all such interest thereon, are paid in full. Notwithstanding the foregoing, if two or more Events are occurring simultaneously,
the Company shall only be liable for liquidated damages under this Section 2(d) as if one Event is occurring. Unless otherwise
specified in this Section 2(d), the Liquidated Damages pursuant to the terms hereof shall apply on a daily pro-rata basis
for any portion of a month prior to the cure of an Event, except in the case of the first Event Date. Notwithstanding the foregoing,
nothing shall preclude any Holder from pursuing or obtaining any available remedies at law, specific performance or other equitable
relief with respect to this Section 2(d) in accordance with applicable law. The Company shall not be liable for Liquidated
Damages under this Agreement as to any Registrable Securities which are not permitted by the Commission to be included in a Registration
Statement due solely to SEC Guidance from the time that it is determined that such Registrable Securities are not permitted to
be registered until such time as the provisions of this Agreement as to the Remainder Registration Statements required to be filed
hereunder are triggered, in which case the provisions of this Section 2(d) shall once again apply, if applicable. In such
case, the Liquidated Damages shall be calculated to only apply to the percentage of Registrable Securities which are permitted
in accordance with SEC Guidance to be included in such Registration Statement. The Effectiveness Deadline for a Registration Statement
shall be extended without default or Liquidated Damages hereunder in the event that the Company’s failure to obtain the
effectiveness of the Registration Statement on a timely basis results from the failure of a Holder to timely provide the Company
with information requested by the Company and necessary to complete the Registration Statement in accordance with the requirements
of the Securities Act.


  



    	 	6	 



     


    

 








		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 (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.


 



    	 	7	 



     


    

 





(b)              
Notify the Holders (which notice shall 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: (i) 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; (ii) 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 (iii)
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 commercially 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.


 


(e)               
Prior to any resale of Registrable Securities by a Holder, use its commercially 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.


 



    	 	8	 



     


    

 





(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 applicable 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 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 commercially reasonable efforts to ensure that the use of the Prospectus may be
resumed as promptly as is practicable. The Company shall be entitled to exercise its right under this Section 3(g) to suspend
the availability of a Registration Statement and Prospectus for a period not to exceed 60 calendar days (which need not be consecutive
days) in any 12-month period without incurring liability for Liquidated Damages otherwise required pursuant to Section 2(d).


 


(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.
During any periods that the Company is unable to meet its obligations hereunder with respect to the registration of Registrable
Securities because any Holder fails to furnish such information within five Trading Days of the Company’s request, any Liquidated
Damages that are accruing at such time as to such Holder only shall be tolled and any Event that may otherwise occur solely because
of such delay shall be suspended as to such Holder only, until such information is delivered to the Company; provided, however,
if the failure of the Holder to furnish the required information results in the occurrence of an Event under Section 2(d),
any Liquidated Damages that are accruing at such time shall be tolled and any such Event that occurs as a result thereof shall
be suspended until such time as the Holder furnishes such information.


 






    	 	9	 



     


    

 


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. 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), 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.


 



    	 	10	 



     


    

 





(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), 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.


 



    	 	11	 



     


    

 





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. Notwithstanding any other provision of this Section 5(c), if an Indemnified Party withholds its consent to a bona
fide settlement offer, where but for such action the Indemnifying Party could have settled a Proceeding, the Indemnifying Party
will be required to indemnify the Indemnified Party only up to the amount of the bona fide settlement offer for which the Indemnifying
Party could have settled such Proceeding.


 


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 Business 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.


 


(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.


 



    	 	12	 



     


    

 





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 any
Subscription Agreement.


 






    	 	13	 



     


    

  


		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.


 


(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), 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 commercially 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 delivered as set forth in the applicable Subscription Agreement.


 



    	 	14	 



     


    

 





(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 the Holders of a majority of the then outstanding Registrable
Securities. Each Holder may assign its respective rights with respect to any or all of its Shares hereunder in the manner and to
the Persons as permitted under such Holder’s Subscription Agreement; 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.


 


(h)              
Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of California
for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of
laws.


 


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


 






    	 	15	 



     


    

 


(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.


 


(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.


 


[REMAINDER OF PAGE INTENTIONALLY
LEFT BLANK]


 


 



    	 	16	 



     


    




  


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]


 




     

     


    


 


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


 


 





	 	
        HOLDER:

         

	 	AUTHORIZED SIGNATORY
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 







 




     

     


    


 


ANNEX A


 


PLAN OF DISTRIBUTION


 


The
Selling Stockholders and any of their assignees and successors-in-interest may, from time to time, sell any or all of their
shares of Common Stock on any stock exchange, market or trading facility on which the shares are traded or in private
transactions. These sales may be at fixed or negotiated prices. The Selling Stockholders may use any one or more of the
following methods when selling shares:


 





		·	ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;



 


		·	block trades in which the broker-dealer will attempt to sell the shares as agent but may position
and resell a portion of the block as principal to facilitate the transaction;



 


		·	purchases by a broker-dealer as principal and resale by the broker-dealer for its account;



 


		·	an exchange distribution in accordance with the rules of the applicable exchange;



 


		·	privately negotiated transactions;



 


		·	broker-dealers may agree with the Selling Stockholders to sell a specified number of such shares
at a stipulated price per share;



 


		·	a combination of any such methods of sale; and



 


		·	any other method permitted pursuant to applicable law.



 


The Selling
Stockholders may also sell shares under Rule 144 under the Securities Act of 1933, as amended, if available, rather than under
this prospectus.


 


Broker-dealers
engaged by the Selling Stockholders may arrange for other broker-dealers to participate in sales. Broker-dealers may receive commissions
or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser)
in amounts to be negotiated. The Selling Stockholders do not expect these commissions and discounts to exceed what is customary
in the types of transactions involved.


 


The
Selling Stockholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters”
within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers
or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts
under the Securities Act.


 


We are
required to pay all fees and expenses incident to the registration of the shares, but not including certain fees and disbursements
of counsel to the Selling Stockholders; in addition, a Selling Stockholder will pay all underwriting discounts and selling commissions,
if any. We have agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including
liabilities under the Securities Act. We may be indemnified by the Selling Stockholders against civil liabilities, including liabilities
under the Securities Act, that may arise from any written information furnished to us by the Selling Stockholder specifically
for use in this prospectus, in accordance with the registration rights agreement, or we may be entitled to contribution.


 



    	 	A-1	 



     


    


 





To the
extent required, we will amend or supplement this prospectus to disclose material arrangements regarding the plan of distribution.


 


To comply
with the securities laws of certain jurisdictions, registered or licensed brokers or dealers may need to offer or sell the shares
offered by this prospectus. The applicable rules and regulations under the Securities Exchange Act of 1934, as amended, may limit
any person engaged in a distribution of the shares of common stock covered by this prospectus in its ability to engage in market
activities with respect to such shares. A Selling Stockholder, for example, will be subject to applicable provisions of the Exchange
Act and the rules and regulations under it, including, without limitation, Regulation M of the Exchange Act, which provisions may
limit the timing of purchases and sales of any shares of common stock by that Selling Stockholder. Regulation M may also restrict
the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with
respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and the
ability of any person or entity to engage in market-making activities with respect to the shares of common stock.


 






    	 	A-2