Converted by EDGARwiz








FORM OF SUBSCRIPTION AGREEMENT




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


WHEREAS,
the Investor desires to purchase directly from the Company an aggregate number of Units (as hereinafter defined)
(collectively, the “Subscribed Units”) equal to quotient of (a) Two Million, One Hundred Thirty-Three Thousand,
Three Hundred, Thirty-Three Dollars (US $2,133,333) (the “Aggregate Purchase Price”) divided by (b) the
Unit Purchase Price (as hereinafter defined) upon the terms and subject to the conditions described in this agreement;

WHEREAS,
each “Unit” consists of ten (10) shares of the Company's common stock, par value $0.001 per share (the "
Common Stock") (each, a “Share”) and one (1) warrant to purchase five (5) shares of the Common Stock
(the “Warrant” and, collectively with the Units and the shares issuable upon the exercise of the Warrant, the
“Securities”);


WHEREAS, the purchase price of each
Subscribed Unit to be purchased by the Investor pursuant to this Agreement shall be an amount (the “
Unit Purchase Price”) equal to the
greater of:




(a)

One
and 50/100 Dollars (US $1.50); or




(b)

the
product of: (i) fifty percent (50%)  of the average closing price of the Common Stock, as quoted on the OTCBB for each of the
five (5) trading days immediately preceding the First Installment Payment Date
 (as defined below); multiplied by (ii) ten (10).  




WHEREAS,
each Warrant shall be evidenced by the form of Warrant Agreement attached hereto as Exhibit A (the “Warrant Agreement”) and Each Warrant will be exercisable for five (5) shares of Common Stock at an anticipated exercise price (the
“Exercise Price”) equal to 120% of the quotient obtained by dividing the Per Unit Purchase Price by 10 (the
“Anticipated Exercise Price”) payable in cash.    

WHEREAS,
the Investor confirms that the Investor is an “Accredited Investor” as indicated in Section 4.2(i) hereof, and the
Investor hereby executes this Agreement in accordance with and subject to the terms and conditions set forth herein for the purpose
of purchasing the Units; 

NOW,
THEREFORE, for and in consideration of the premises and mutual covenants, representations, warranties and agreements set
forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto, intending to be legally bound, do hereby agree as follows:

ARTICLE I

INFORMATION




The Investor
hereby represents and warrants that it is in receipt of and, prior to signing this Agreement, has carefully read and understood the
following items (collectively, the “Materials”):

(a)

This Agreement;

(b)

The Warrant Agreement; 






1










(c)

The Registration Rights
Agreement, attached hereto as Exhibit B (the “Registration Rights Agreement”);  

(d)

The Company’s Annual
Report on Form 10-K, as amended by Amendment No. 1 on Form 10-K/A for the each of the years ended December 31 2008 and December 31,
2009 (the “Annual Reports”); 

(e)

The Company’s Quarterly
Reports on Form 10-Q for the quarters ended March 31, 2010, June 30, 2010, and September 30, 2010 (the “Quarterly Reports”); and

(f)

The Company’s Current
Reports on Form 8-K, or Form 8-K/A, including without limitation, those filed on  January 9, 2009, January 13, 2009, January
15, 2009, January 20, 2009, January 28, 2009, February 3, 2009, February 4, 2009, February 17, 2009, February 26, 2009, April 8,
2009, May 18, 2009, July 9, 2009, August 3, 2009, August 18, 2009, November 12, 2009, December 31, 2009, January 6, 2010, February
5, 2010, February 17, 2010, March 31, 2010, June 24, 2010, July 9, 2010, July 21, 2010, July 22, 2010, August 19, 2010, September 9,
2010,September 23, 2010, September 28, 2010, October 6, 2010, October 29, 2010, November 1, 2010, November 3, 2010, December 6,
2010, December 17, 2010, December 22, 2010 and January 6, 2011 (the “Current Reports”). 




ARTICLE II

SUBSCRIPTION AND PAYMENT; CERTAIN TERMS AND PROCEDURES




Section 2.1 

Upon the terms and subject to
the conditions of this Agreement: the Investor hereby subscribes for and agrees to purchase from the Company, and the Company hereby
agrees to sell to the Investor, all of the Subscribed Units at the Unit Purchase price as defined herein.  

Section 2.2

Investor shall pay the
Aggregate Purchase Price to Company, in immediately available US funds, in installments (each, an “Installment Payment”), as follows:

(a)


Two Hundred Thirteen Thousand, Three Hundred, Thirty-Three Dollars (US $213,333) shall be
paid on or before the date of this Agreement (the “First Installment Payment
Date”) for ten percent (10%) of the Subscribed Units;  




(b)

Eight Hundred Fifty Three
Thousand, Three Hundred, Thirty-Three Dollars (US $853,333) shall be paid on or before March 5, 2011for forty percent (40%) of the
Subscribed Units; and

(c)


Subject to Company’s receipt of all 
Required Approvals (as hereinafter defined), the remaining One Million,
Sixty-Six Thousand, Six Hundred, Sixty-Seven Dollars (US $1,066,667)  shall be paid on or before April 20, 2011 for the
remaining fifty percent (50%) of the Subscribed Units.  




As used herein, “
Required Approvals” means:
all actions and approvals necessary for compliance by Company with applicable law in connection with the sale of the Securities and
the increase in authorized shares, including without limitation, the filing of Schedule 14C and the satisfaction of any related
requirements imposed by the SEC or securities laws and regulations.  The Company represents to Investor that a majority of the
Company’s shareholders has already approved, or will prior to the First Installment Payment Date approve, an increase in the
number of authorized shares of the Company’s Common Stock to enable Company to sell the Subscribed Units to the Investor upon
the terms and conditions of this Agreement.  The Company will use commercially reasonable efforts to obtain the Required
Approvals prior to the date contemplated herein for the final Installment Payment   






2











Section 2.3

On
or prior to the First Installment Payment Date, Investor shall execute and deliver to the Company, and the Company shall execute and
deliver to the Investor: the Warrant Agreement and the Registration Rights Agreement.




Section 2.4


No later than five (5) days after the Company’s receipt of each Installment Payment
(each, an “Installment Payment Date”), Company shall deliver to Investor the number of Shares included in the Units paid
for by Investor with such Installment Payment.  Notwithstanding the foregoing, Company shall not be obligated to issue and
deliver the Shares included in the Units paid for by the final Installment Payment until all Required Approvals have been obtained.
The Company’s obligation to deliver the Shares to the Investor shall be conditioned upon the Company’s receipt of the
applicable Installment Payment.  Subject to obtaining the Required Approvals, the Company will reserve the applicable number of
Shares for issuance to the Investor upon the terms of this Agreement to ensure that all of the Shares will be available to be titled
in the name of the Investor as each Installment Payment is paid by the Investor and received by the Company.







ARTICLE III

REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE COMPANY




Section 3.1

The Company hereby represents
and warrants to the Investor as of the date hereof and as of each Installment Payment Date (except as set forth herein) as follows:


(a)

Organization, Good Standing and
Qualification.  The Company is a corporation duly organized, validly existing and in good standing under the laws of the
State of Florida and has all requisite corporate power and authority to own and operate its properties and assets and to carry on
its business as now conducted and as proposed to be conducted, as contemplated by the Materials. 




(b)

Capitalization and Voting Rights.
 As of December 31, 2010, the authorized capital of the Company consisted of (i) 5,000,000 shares of preferred stock, par value
$0.001 (the "Preferred Stock"), none of which are outstanding and (ii) 75,000,000 shares of Common Stock, of which
37,545,865 shares of Common Stock were issued and outstanding as of December 31, 2010. 
As of December 31, 2010, there were outstanding options to purchase 2,110,544 shares of Common Stock at a weighted average
exercise price of $2.78 per share and outstanding warrants to purchase 13,920,729 shares of Common Stock at a weighted average
exercise price of $1.98 per share.




(c)

Authorization.  Except for
action required in connection with the Required Approvals (as defined in Section 2.2 above), all corporate action on the part of the
Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of this Agreement, the
Warrant Agreement and the Registration Rights Agreement, the performance of all obligations of the Company hereunder and thereunder,
and the authorization, issuance, sale and delivery of the Securities has been taken or will be taken prior to the First Installment
Payment Date, and this Agreement, the Warrant Agreement and the Registration Rights Agreement constitute the valid and legally
binding obligation of the Company, enforceable in accordance with their respective terms, except (i) as limited by applicable
bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’
rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other
equitable remedies, and (iii) to the extent any indemnification provisions or agreements therein may be limited by applicable
United States federal or state securities laws.






3










(d)

Valid Issuance.  The Shares
when issued and paid for in compliance with the provisions of this Agreement will be duly authorized and validly issued, fully paid,
non-assessable, and, assuming that the representations and warranties of the Investor made herein are true, complete and correct at
the time of issuance, issued in compliance with United States federal securities laws.  The shares underlying the Warrant when
issued and paid for in compliance with the provisions of this Agreement and the Warrant Agreement will be duly authorized and
validly issued, fully paid, non-assessable, and, assuming that the representations and warranties of the Investor made herein are
true, complete and correct at the time of issuance, issued in compliance with federal securities laws.  




(e)

Compliance with Charter Documents.
 Subject to obtaining the Required Approvals and the filing of the Articles of Amendment that have been or will be approved by
a majority of the shareholders of Company for the purpose of increasing the number of authorized shares of Common Stock, neither the
execution and delivery of, nor the consummation of any transaction or execution of any instrument contemplated by, this Agreement,
nor the issuance of the Securities has constituted or resulted in, or will constitute or result in, a default under or breach or
violation of any term or provision of the Company’s Articles of Incorporation or Bylaws.




ARTICLE IV

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE INVESTOR




As an inducement to the Company to enter into
this Agreement, the Investor hereby represents and warrants to and agrees with the Company as of the date hereof and as of each
Installment Payment Date (except as set forth herein) as follows:

Section 4.1

Authorization;
Validity; No Conflict; Binding Effect.

(a)

The Investor has the full power and authority to
execute and deliver this Agreement, the Warrant Agreement and the Registration Rights Agreement, to perform all of its obligations
hereunder and thereunder, and to purchase, acquire and accept delivery of the Securities purchased hereunder. 

(b)

The execution and delivery by the Investor of
this Agreement, the Warrant Agreement and the Registration Rights Agreement, the performance by the Investor of its obligations
hereunder and thereunder, and the purchase, acquisition and acceptance of delivery of the Securities by the Investor have been duly
and validly authorized by all requisite corporate or other action on the part of the Investor. 

(c)

Each of this Agreement, the
Warrant Agreement and the Registration Rights Agreement has been duly executed and delivered by the Investor and constitutes the
legal, valid and binding obligation of the Investor, enforceable in accordance with its terms except (i) as may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting creditors' rights
generally, (ii) as may be limited by laws relating to the availability of specific performance, injunctive relief, or other
equitable remedies, and (iii) to the extent any indemnification provisions or agreements therein may be limited by applicable
United States federal or state securities laws.  Investor has not previously traded in any of the securities of the Company.


Section
4.2


Investment Representations, Warranties and Covenants.

(a)

The Investor is familiar with and understands
(i) the current and proposed business of the Company and (ii) that the Company is a development stage corporation with no
profitability to date. The Investor has carefully considered and has, to the extent the Investor believes such discussion necessary,
discussed with the Investor’s professional legal, tax, accounting and financial advisers the suitability of an 






4










investment in the Securities for the Investor’s particular
tax and financial situation and has determined that the Units being subscribed for are a suitable investment for the Investor.

(b)

The Investor acknowledges that (i) the Investor
and the Investor’s attorney, accountant or other advisor(s) have had the right to request copies of any documents, records and
books pertaining to this investment and (ii) such documents, records, and books which the Investor or such other persons have
requested have been made available for inspection by such persons.   

(c)

The Investor has had a reasonable opportunity to
ask questions of and receive answers from a person or persons acting on behalf of the Company concerning this purchase of Securities
and all such questions have been answered to the Investor’s full satisfaction.

(d)

The Investor believes that he, she or it has
received all the information that he, she or it considers necessary or appropriate for making an investment decision with respect to
the Securities, and that such Investor has had an opportunity to ask questions and receive answers from the Company and its
management regarding, the terms and conditions of this Agreement, and the business, industry, management, technology, properties,
financial condition, results of operations and prospects of the Company and to obtain additional information necessary to verify the
accuracy of any information furnished to such Investor or to which such Investor had access.  Other than for the
representations and warranties made by the Company in this Agreement, the Investor is not relying upon any other information,
representation or warranty by the Company or any of its agents, including any brokers and finders, in determining to invest in the
Securities and is relying on the Investor’s own examination of the Company, including the merits and risks involved, in making
its investment decision.

(e)

The Investor is not subscribing for the
Securities as a result of or subsequent to any advertisement, article, notice, registration statement or other communication
published in any newspaper, magazine or similar media, filed with the Securities and Exchange Commission or broadcast over
television or radio or presented at any seminar or meeting to which the public was invited.

(f)

The Investor acknowledges that the Investor has
such knowledge and experience in business, financial, investment and banking matters (including, but not limited to, investments in
non-listed, restricted and non-registered securities of closely held, non-public companies) such that (i) the Investor is
capable of evaluating the merits, risks and advisability of an investment in the Securities, and (ii) the Investor recognizes
and appreciates the highly speculative nature of an investment in the Securities.

(g)

The Investor represents and warrants that he or
she is a sophisticated investor, has had prior experience with investments of a similar nature and that the Investor’s
knowledge and experience in business and financial matters are such that Investor is capable of evaluating the risk of investment in
the Securities and determining the suitability of the Investor’s investment in the Securities. The Investor represents that the
Investor (i) is not disproportionately invested in illiquid investments and will not become so by reason of this investment, (ii)
has adequate means of providing for the Investor’s current financial needs and contingencies and as such, does not require the
funds invested in the Securities for the Investor’s normal expenses, (iii) is able to bear the substantial economic risks of an
investment in the Securities for an indefinite period of time, (iv) has no need for liquidity in such investment, (v) at the present
time, the Investor could afford a complete loss of such investment in the Securities, and (vi) the Investor's investment in the
Securities represents less than ten percent (10%) of the portion of the Investor's assets that are available for use in making
investments in equity securities.

(h)

The Investor understands that the Securities are
being offered and sold to it, him or her in reliance upon specific exemptions from the registration requirements of the Securities
Act and applicable 






5










state exemption(s) and that the Company is relying upon the truth
and accuracy of, and the Investor's compliance with, the Investor's representations, warranties, covenants, agreements,
acknowledgments and understandings set forth herein in order to determine the availability of such exemptions and his, her or its
eligibility to acquire the Securities.

(i)

The Investor is an “Accredited
Investor” as defined in Rule 501(d) of Regulation D, promulgated by the Securities and Exchange Commission (the “SEC”) under the Securities Act, and such qualification is based on the fact that either (i) if the Investor is an individual,
the Investor (a) as of the date of this Agreement (either individually or jointly with his or her spouse) has a net worth in excess
of $1,000,000 (exclusive of the value of the primary residence, furnishings and automobiles); or (b) the Investor had an individual
income in excess of $200,000 (or joint income in excess of $300,000 with his or her spouse) for each of the two most recent years
and reasonably expects an income in excess of $200,000 (or joint income in excess of $300,000 with his or her spouse) for the
current year; or (ii) if the Investor is not an individual, the Investor (a) is a corporation, Massachusetts or similar business
trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of
$5,000,000, or (b) is an entity in which all of the equity owners are accredited investors.

(j)

The Investor acknowledges that the Shares herein
subscribed for have not been registered under the Securities Act, or under the securities laws of any state and, therefore, cannot
be sold, transferred or otherwise disposed of unless they are either registered under the Securities Act and any applicable state
securities laws or unless exemptions from such registration are available, provided that the Investor delivers to the Company an
opinion of counsel reasonably satisfactory to the Company confirming the availability of such exemption.  The Investor
acknowledges that the Warrant herein subscribed for and the shares underlying the Warrant have not been registered under the
Securities Act, or under the securities laws of any state and, therefore, cannot be sold, transferred or otherwise disposed of
unless (x) they are either registered under the Securities Act and any applicable state securities laws or unless exemptions
from such registration are available, provided that the Investor delivers to the Company an opinion of counsel reasonably
satisfactory to the Company confirming the availability of such exemption, and (ii) the transfer is permitted by and conducted
in accordance with the Warrant Agreement. The Investor represents that the Investor is purchasing Securities for the Investor’s
own account, for investment and neither as a nominee, nor with a view to the resale or distribution thereof except in compliance
with the Securities Act and the restrictions contained in the immediately preceding sentence. The Investor has not offered or sold
any portion of the Securities being acquired nor does the Investor have any present intention, agreement, understanding or
arrangement to subdivide, sell, distribute, assign, transfer or otherwise dispose of all or any portion of the Securities to any
other person either currently or after the passage of a fixed or determinable period of time or upon the occurrence or
nonoccurrence of any predetermined event or circumstance in violation of the Securities Act. The Investor further recognizes that,
except to the extent set forth in the Registration Rights Agreement, the Company is not assuming any obligation to register the
Securities or the shares underlying the Warrant.

(k)

The Investor further covenants that it will not
make any sale, transfer or other disposition of the Securities in violation of the Securities Act, the Securities and Exchange Act
of 1934, as amended (the “Exchange Act”), the rules and regulations of the SEC promulgated thereunder or any
applicable state securities laws.

(l)

The Investor has had the opportunity to review
with its own tax advisors the federal, state and local tax consequences of the purchase of the Securities. The Investor understands
that the Investor (and not the Company) shall be responsible for his, her or its own tax liability that may arise as a result of the
purchase or sale of the Securities.






6










(m)

The Investor acknowledges that it has had the
opportunity to review the Materials and the transactions contemplated thereby with its own legal counsel. The Investor is not
relying on the Company or any of the Company’s agents for legal advice with respect to its investment in the Securities.

(n)

If this Subscription Agreement is executed and
delivered on behalf of a natural person, such person is at least 21 years of age and is purchasing the Securities solely for such
person’s own account and not for the account of any other person.

(o)

The Investor recognizes that its investment in the Securities involves
substantial risks, including loss of the entire amount of such investment, and has taken full cognizance of and understands all of
the risks related to a purchase of the Securities, including, without limitation, the risk of losing the entire investment.




(p)

The Investor has carefully
reviewed and considered the risk factors included in the Company’s Annual Reports and Quarterly Reports (collectively, the
“Risk Factors”).  THE INVESTOR HEREBY ACKNOWLEDGES AND CONFIRMS THAT THE INVESTOR HAS CAREFULLY REVIEWED
AND CONSIDERED THE RISKS AND UNCERTAINTIES DESCRIBED IN THE RISK FACTORS BEFORE MAKING AN INVESTMENT DECISION TO PURCHASE THE
SECURITIES.

(q)

THE INVESTOR ACKNOWLEDGES AND AGREES THAT THE PER UNIT PURCHASE PRICE AT
WHICH IT IS PURCHASING UNITS UNDER THIS AGREEMENT MAY BE HIGHER OR LOWER FROM THE PER UNIT PURCHASE PRICE AT WHICH OTHER INVESTORS
ACQUIRE UNITS AND THAT THE EXERCISE PRICE UNDER THE WARRANTS OTHER INVESTORS RECEIVE MAY BE LESS THAT THE EXERCISE PRICE UNDER THE
WARRANTS ISSUED AS A PART OF THE UNITS; PROVIDED THAT SUCH OTHER ACQUISITION IS EVIDENCED BY AN AGREEMENT THAT BECAME EFFECTIVE ON A
DATE AFTER THE EFFECTIVE DATE HEREOF.




Section 4.3

Legends on Stock Certificates and Warrant.


(a)

The Investor acknowledges and understands that
the certificates representing the Shares to be purchased by such Investor and the shares issuable upon exercise of the Warrant (the
“Warrant Shares”) will bear, by imprint or endorsement, appropriate legends reflecting the status of the Shares
 and the Warrant Shares under the Securities Act and applicable state securities laws. The Investor understands that the Shares
and Warrant Shares shall bear a restrictive legend in, or substantially in, the form set forth below: 

THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD, CONVEYED, PLEDGED, GIFTED, ASSIGNED, ENCUMBERED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AVAILABLE EXEMPTIONS FROM REGISTRATION FROM THE SECURITIES ACT AND THE RULES PROMULGATED THEREUNDER AND UNDER APPLICABLE STATE SECURITIES LAWS, PROVIDED THAT THE INVESTOR DELIVERS TO THE COMPANY AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY CONFIRMING THE AVAILABILITY OF SUCH EXEMPTION. INVESTORS SHOULD BE AWARE THAT THEY MAY BE 






7










REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

(b)

The Investor agrees, that so long as the
restrictive legends described herein in this Agreement remain on the certificates representing the Shares and the Warrant Shares,
the Company may maintain appropriate "stop transfer" orders with respect to the Shares and the Warrant Shares, or any
portion thereof, on its stock books and ledger and with its registrar and transfer agent, if any.

ARTICLE V

UNDERSTANDINGS AND NOTICE TO THE INVESTOR




The Investor understands and
acknowledges as follows:

(a)

The Securities have not been registered under
the Securities Act or the securities laws of any state and are intended to be offered and sold in reliance on exemption from the
registration requirements of the Securities Act by virtue of Section 4(2) and/or other exemptions thereunder, which is in part
dependent upon the truth, completeness and accuracy of the statements made by the undersigned herein.

(b)

There is no public or other market for the
Securities and no such public or other market may ever develop. The Securities purchased by the Investor will constitute
"restricted securities" as defined in Rule 144. There can be no assurance that the undersigned will be able to sell
or dispose of the Securities. It is understood that in order not to jeopardize the sale’s exempt status under the Securities
Act, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder, in addition to other
requirements under the Shareholders Agreement. 

(c)

The Investor hereby acknowledges and agrees that
the Investor’s subscription and agreement to purchase the Securities hereunder is irrevocable by the Investor, and that, except
as required by applicable law (if any) with respect to investors that are residents of certain states, the Investor is not entitled
to cancel, terminate or revoke this Agreement or any agreements of the undersigned hereunder and that this Agreement shall survive
the death or disability of the undersigned and shall be binding upon and inure to the benefit of the parties and their heirs,
executors, administrators, successors, legal representatives and permitted assigns. The Investor hereby confirms that the
Investor’s state of residence is the state set forth on the Investor’s signature below. If the Investor is more than one
person, the obligations of the Investor parties hereunder shall be joint and several and the agreements, representations,
warranties, covenants and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and
his/her heirs, executors, administrators, successors, legal representatives and permitted assigns.

(d)

The Securities are subject to restrictions on
transferability and resale under applicable law and may not be transferred or resold except as permitted under the Securities Act
and applicable state securities laws, pursuant to registration or exemption therefrom and, with respect to the Warrant and Warrant
Shares, only as permitted under the Warrant Agreement. Investor should be aware that Investor may be required to bear the financial
risks of this investment for an indefinite period of time.

(e)

The Investor acknowledges that any information
provided to the Investor and/or the Investor's legal and financial advisors with respect to the sale of Securities, including the
information contained in the Materials and all additional information furnished by the Company to the Investor and/or his advisors
in connection with the Securities, is confidential and nonpublic and agrees that all such information shall be kept in confidence by
the Investor and his advisors and neither used by the Investor nor his advisors for the Investor’s or other person’s
personal benefit (other than in connection with this 






8










Subscription Agreement), nor disclosed to any other third party
for any reason; provided, however, that this obligation shall not apply to any such information that (i) is part of the public
knowledge or literature and readily accessible at the date hereof, or (ii) becomes part of the public knowledge or literature and
readily accessible by publication (except as a result of breach of this provision).

(f)

The representations, warranties, covenants and
agreements of the Investor contained herein shall be true and correct in all material respects on and as of the date of the sale of
Securities to the Investor hereunder as if made on an as of such date and shall survive the execution and delivery of this Agreement
and the Investor's purchase of the Securities.

(g)

IN MAKING AN INVESTMENT DECISION, THE INVESTOR
MUST RELY ON THE INVESTOR’S OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE PURCHASE OF THE SECURITIES, INCLUDING THE
MERITS AND RISKS INVOLVED. 

(h)

The sale of the Securities are intended to be
exempt from registration under the securities law of certain states in the United States. Persons subscribing for the Securities
must note that there are restrictions on the transfer of the Securities as stipulated herein. The Investor hereby acknowledges that
he or she has read the following notices and has taken full cognizance of and understands the notices applicable to such Investor
and the restrictions on the transfer of the Securities. 

RESIDENTS OF ALL U.S. STATES:

THE SECURITIES
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE AND ARE BEING OFFERED AND SOLD IN RELIANCE ON
EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY
OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS SALE OF SECURITIES. ANY REPRESENTATION TO THE CONTRARY IS
UNLAWFUL.




THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM, AND ONLY IF PERMITTED UNDER THE STOCKHOLDER AGREEMENT. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.










ARTICLE VIII

CONDITIONS TO OBLIGATIONS


Section 6.1

Conditions to
Obligations of the Company.  The obligation of the Company to sell and issue the Subscribed Units purchasable by
Investor to the Investor in accordance with this Agreement 






9










is subject to, among other things, the
fulfillment on or prior to the applicable Installment Payment Date of the following conditions, any of which may be waived by the
Company:

(a)

each of the representations and
warranties of the Investor contained in this Agreement shall be true and correct in all material respects on and as of each
Installment Payment Date as if made by such Investor on and as of such date, and each of the covenants and agreements of each
Investor contained in this Agreement to be performed on or before such Installment Payment Date shall have been duly and fully
performed on or before such date, and, if requested by the Company, the Investor shall have delivered a certificate to the Company
as to the truth and accuracy of the statements in this paragraph;

(b)

no order shall have been entered
(or be in effect) by a court of competent jurisdiction which enjoins, prohibits or materially restrains the transactions
contemplated by this Agreement;

(c)

the Investor shall have delivered
to the Company,  a check or money order of federal funds wire transfer (as directed and requested by the Company prior to the
applicable Installment Payment Date), the applicable portion of the Aggregate Purchase Price payable for the Units to be purchased
by such Investor as provided hereunder.

(d)

the Investor shall have executed
and delivered to the Company the Warrant Agreement and the Registration Rights Agreement.

Section

6.2

Conditions to Obligations of the Investor.
 The obligation of the Investor to purchase the Subscribed Units purchasable by Investor upon the payment of each
Installment Payment is subject to the fulfillment on or prior to the applicable Installment Payment Date of the following
conditions, any of which may be waived by such Investor: 




(a)

each of the representations and warranties of the Company contained in this
Agreement shall be true and correct in all material respects on and as of the applicable Installment Payment Date as if made by the
Company on and as of such date, and each of the covenants and agreements of the Company contained in this Agreement to be performed
on or before the applicable Installment Payment Date shall have been duly and fully performed on or before such date; and

(b)

The Company shall have obtained any and all consents (including all
governmental or regulatory consents, approvals or authorizations required in connection with the valid execution and delivery of
this Agreement), permits and waivers necessary or appropriate for consummation of the transactions contemplated by this Agreement.





ARTICLE IIIII

ADDITIONAL AGREEMENTS AND PROVISIONS





Section 7.1

Certain Covenants of the
Company.

(a)


Following its receipt of the First Installment Payment, the Company will cause a vacancy on
the Company’s main Board of Directors to be filled by one person designated by the Investor, which Investor designated Board
member shall have rights, benefits and authority consistent with each of the other members of the Company’s main Board of
Directors.   Additionally, the Company shall not call a meeting nor schedule a meeting of its shareholders to be held
prior to April 20, 2011.  

 

(b)


Until April 20, 2011, the Company shall not initiate or support any action to increase the
number of directors serving on the Company’s main Board of Directors and, subject to unforeseen circumstances outside of the







10










Company’s control (i.e., the death or disability of a board member), the Company will not
initiate or support any change to the composition of the Board of Directors’ Committees without the Investor’s prior
consent.




(c)

Company will provide the Investor with an
estimated Use of Proceeds prior to the First Installment Payment Date; provided that the Company agrees that it will utilize not
less than sixty percent (60%) of such proceeds for research and development costs and clinical trial costs.  The parties
acknowledge and agree that a portion of the proceeds may be used to attract and hire a new Company Chief Financial Officer.
 The Company agrees that Investor, or such person as designated by the Investor, will have the right to participate in the
interviewing of, and the selection of, that new Chief Financial Officer.  Additionally, the Company shall provide the Investor
with a copy of its financial statements after the closing of each accounting month.





(d)

Until
April 20, 2011, the Company shall not issue more than Two Hundred, Fifty Thousand (250,000) shares of the Company’s Common
Stock in connection with any single transaction (other than shares that may be issued in connection with the conversion of the
existing convertible promissory note into such shares of common stock by Magna Group, LLC). 




Section

 7.2

Assignment.  
Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto
without the prior written consent of the other party.

Section 7.3

Expenses.
 Any legal or other fees, costs or expenses incurred in connection with the consideration, preparation, and/or consummation of
this Agreement and the transactions contemplated hereby and thereby shall be borne and paid solely by the party incurring such fees,
costs and expenses.

Section 7.4

Pronouns and Plurals;
"Person".  Whenever the context may require, any pronouns and any variations thereof used herein shall be
deemed to refer to the masculine, feminine, impersonal, singular or plural, as the identity of the person or persons may require. As
used in this Subscription Agreement, the term "person" shall mean and include an individual, entity, corporation, trust,
partnership, limited liability company or partnership, joint venture, unincorporated organization, association, governmental
authority or any agency or political subdivision thereof.

Section 7.5

Headings.
 The article, section, subsection, captions, headings and other titles preceding the text of each section, subsection or
paragraph hereof are for convenience of reference only and shall not effect the construction, meaning or interpretation of this
Agreement (or of any provision hereof).

Section 7.6

Construction.
 The parties acknowledge that each party has reviewed this Agreement and that any rule of construction to the effect that
ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement (or of any
provision hereof).

Section 7.7

Waiver of Compliance;
Consents.  Any failure of any party hereto to comply with any obligation, covenant, agreement or condition herein may
be waived by the other parties hereto solely by a written instrument executed by such other parties; any such written and signed
waiver, and any failure by any party to insist upon strict compliance with any obligation, covenant, agreement or condition herein,
shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or
permits consent by or on behalf of any party hereto, such consent shall be given in writing. No waiver of any of the provisions of
this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar), nor shall any
such waiver constitute a continuing waiver unless otherwise expressly so provided.






11










Section 7.8

Amendment and
Modification. Except as set forth elsewhere in this Agreement, neither this Agreement nor any provision hereof shall be
amended waived, modified, supplemented, changed, discharged, terminated, revoked or canceled, except by a written instrument
mutually agreed upon and executed by all parties hereto.

Section 7.9


Notices.  All notices, requests, demands,
and other communications under this Agreement shall be in writing and shall be deemed to have been duly given on the date of service
if served personally on the party to whom notice is to be given, on the date of transmittal of services via facsimile or telecopy to
the party to whom notice is to be given (if receipt is orally confirmed by phone and a confirming copy delivered thereafter in
accordance with this Section), or on the fifth day after mailing if mailed to the party to whom notice is to be given, by first
class mail, registered or certified, postage prepaid, or via a nationally recognized overnight courier providing a receipt for
delivery and properly addressed to the applicable address as set forth below. Any party may change its address for purposes of this
paragraph by giving notice of the new address to each of the other parties in the manner set forth above.




(a)

If to the Company to:

Bioheart, Inc.

13794 NW 4th Street

Suite 212

Sunrise, Florida 33325

Attention: Catherine Sulawske-Guck

     COO and
Corporate Secretary

Fax:       (954) 845-9976


Phone:   (954) 835-1500




With a
copy to:

Gregory Sichenzia

Sichenzia Ross Friedman Ference LLP

61 Broadway

32nd Floor

New York, NY 10006

Fax:  ( (212) 930-9725

Phone:  (212) 930-9700




(b) If to the Investor, to the Investor’s designees
at the address set forth on the signature page hereto.




Section 7.10

Binding Effect.
 This Agreement and all the terms and provisions hereof shall be binding upon and inure to the benefit of the parties
hereto and their respective heirs, estate, legal representatives, successors and permitted assigns and are not intended and shall
not be construed so as to confer any rights or benefits upon any other person or party.

Section 7.11

Dealings in Good Faith;
Best Efforts.  Each party hereto agrees to act in good faith with respect to the other party or parties hereto in
exercising its rights and discharging its obligations under this Agreement. Each party further agrees to use its reasonable best
efforts to ensure that the purposes of this Agreement (and the related documents and agreements referred to herein) are realized and
to take such further actions or steps, and execute and deliver (and, as appropriate, file) such further 






12










documents, certificates, instruments and
agreements, as are reasonably necessary to implement the provisions of this Agreement and to consummate the transactions
contemplated by this Agreement.

Section 7.12

Governing Law;
Jurisdiction.  The validity and effect of this Agreement, and the rights and obligations of the parties hereto, shall
be enforced, governed by, and construed in all respect in accordance with the internal laws of the State of Florida (without
reference to conflict of laws provisions).  Each Party hereby irrevocably and unconditionally (a) agrees that any Action or
Proceeding, at Law or equity, arising out of or relating to this Agreement and any other agreements or the transactions contemplated
hereby and thereby shall only be brought in the state or federal courts located in Miami-Dade County, Florida, (b) expressly submits
to the personal jurisdiction and venue of such courts for the purposes thereof and (c) waives and agrees not to raise (by way of
motion, as a defense or otherwise) any and all jurisdictional, venue and convenience objections or defenses that such party may have
in such action or proceeding.  Each party hereby irrevocably and unconditionally consents to the service of process of any of
the aforementioned courts.  Nothing herein contained shall be deemed to affect the right of any party to serve process in any
manner permitted by law or commence legal proceedings or otherwise proceed against any other party in any other jurisdiction to
enforce judgments obtained in any action or proceeding brought pursuant to this Paragraph 7.11.

Section 7.13

Severability. 


It is the desire and
intention of the parties hereto that, whenever possible, each provision of this Subscription Agreement be interpreted in such a
manner as to be effective and valid under applicable law; if, however, any provision of this Subscription Agreement is found or held
to be invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the
extent that it may conflict therewith and shall be deemed to be modified to conform with such statute or rule of law. Any provision
hereof that may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision
hereof.

Section 7.14

Entire Agreement.  This Subscription
Agreement, the Shareholders Agreement and the Warrant Agreement  and the Registration Rights Agreement constitute the entire
agreement and understanding of the parties hereto with respect to the subject matter hereof, and supersedes all prior discussions,
understandings, negotiations, agreements, representations, warranties, promises, assurances, covenants, arrangements and
communications, both written and oral, express or implied, of any and every nature between or among the parties hereto.




Section 7.15

Counterparts.  This Subscription
Agreement may be executed through the use of one or more counterparts, all of which together shall be considered one and the same
agreement, binding on all parties hereto, notwithstanding that all parties are not signatories to the same counterpart.  




Section 7.16

Specific Performance.  In addition to
any and all other remedies that may be available at law in the event of any breach of this Agreement, each party shall be entitled
to specific performance of the agreements and obligations of the other party hereunder and to such other injunctive or other
equitable relief as may be granted by a court of competent jurisdiction.




Section 7.17

Waiver of Jury Trial.  THE INVESTOR
AND THE COMPANY HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, OR RELATED TO, THE
SUBJECT MATTER OF THIS LETTER AGREEMENT. THIS WAIVER IS KNOWINGLY, INTENTIONALLY AND VOLUNTARILY MADE BY THE INVESTOR AND THE
COMPANY.




[REMAINDER OF PAGE INTENTIONALLY LEFT
BLANK

INVESTOR SIGNATURE PAGE FOLLOWS]






13










PAGE INTENTIONALLY LEFT BLANK






14










SUBSCRIPTION AGREEMENT SIGNATURE PAGE

IN WITNESS WHEREOF, the
parties hereto have executed this Agreement as of the date this Agreement is accepted by the Company as set forth below.

TO BE COMPLETED BY INVESTOR(s)










By:/s/Ariel Quiros

(Signature)




By: Ariel Quiros

(Signature)







Name: AnC  Bio Holdings, Inc.

Date:

January 23, 2011                 

(Print Name of Individual or Entity)




Title:

President- AnC Bio Holdings US Operations




Address:




10th Floor, H&S Tower 




119-2 Nonhyun-Dong, Gangnam-Gu




Seoul, Korea 135-820




Telephone No.: _______________________________




E-mail address: _______________________________




Tax ID: _____________________________________




COMPANY




BIOHEART, INC.




/s/Mike Tomas    

  Date Subscription Accepted:  January
23, 2011     

Name: Mike Tomas

Title:  CEO & President  

Address:

Bioheart, Inc.

13794 NW 4th Street, Suite 212

Sunrise, Florida 33325









15