EXHIBIT 10.3


REGISTRATION RIGHTS AGREEMENT


 



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REGISTRATION RIGHTS AGREEMENT


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


WHEREAS,
pursuant to and in accordance with the terms of those certain Subscription Agreements, by and between the Company and each Investor
(collectively, the “Subscription Agreements”), each of the Investors have expressed a desire to purchase from
the Company, upon the terms and subject to the conditions set forth in the subject Subscription Agreement, that number of Units
(the "Units") set forth opposite such Investor’s name on the signature page to the subject Subscription
Agreement;


WHEREAS,
each Unit consists of ten (10) shares (the “Shares”) of the Common Stock (as defined below) and one (1) warrant
to purchase five (5) shares of the Common Stock (the “Warrant”); and


WHEREAS,
the Company and the Investors desire to enter into an agreement granting the Investors certain registration rights in connection
with their ownership of the Shares and Warrants (including the shares of the Common Stock into which such Warrants are exercisable).


NOW, THEREFORE, in consideration
of the promises and mutual agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties agree as follows:


1. Certain Definitions. As used
in this Agreement, the following terms shall have the following respective meanings:


 


“Blackout Period”
means, with respect to a registration, a period, in each case commencing on the day immediately after the Company notifies the
Investors that they are required, because of the occurrence of an event of the kind described in Section 4(f) hereof, to suspend
offers and sales of Registrable Securities during which the Company, in the good faith judgment of its Board of Directors, determines
(because of the existence of, or in anticipation of, any acquisition, financing activity, or other transaction involving the Company,
or the unavailability for reasons beyond the Company’s control of any required financial statements, disclosure of information
which is in its best interest not to publicly disclose, or any other event or condition of similar significance to the Company)
that the registration and distribution of the Registrable Securities to be covered by such Registration Statement, if any, would
be seriously detrimental to the Company and its stockholders and ending on the earlier of (1) the date upon which the material
non-public information commencing the Blackout Period is disclosed to the public or ceases to be material and (2) such time as
the Company notifies the selling Holders that sales pursuant to such Registration Statement or a new or amended Registration Statement
may resume.


 


“Business Day”
means any day of the year, other than a Saturday, Sunday, or other day on which the Commission is required or authorized to close.


 


“Commission”
means the U. S. Securities and Exchange Commission or any other federal agency at the time administering the Securities Act.


 


“Common Stock”
means the common stock, par value $0.001 per share, of the Company and any and all shares of capital stock or other equity securities
of: (i) the Company which are added to or exchanged or substituted for the Common Stock by reason of the declaration of any stock
dividend or stock split, the issuance of any distribution or the reclassification, readjustment, recapitalization or other






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such
modification of the capital structure of the Company; and (ii) any other corporation, now or hereafter organized under the laws
of any state or other governmental authority, with which the Company is merged, which results from any consolidation or reorganization
to which the Company is a party, or to which is sold all or substantially all of the shares or assets of the Company, if immediately
after such merger, consolidation, reorganization or sale, the Company or the stockholders of the Company own equity securities
having in the aggregate more than 50% of the total voting power of such other corporation.


 


“Effective Date”
means the date hereof.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.


 


“Family Member”
means (a) with respect to any individual, such individual’s spouse, any descendants (whether natural or adopted), any trust
all of the beneficial interests of which are owned by any of such individuals or by any of such individuals together with any organization
described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, the estate of any such individual, and any corporation,
association, partnership or limited liability company, all of the equity interests of which are owned by those above described
individuals, trusts or organizations and (b) with respect to any trust, the owners of the beneficial interests of such trust.


 


“Holder”
means each Investor or any such Investor’s successors and Permitted Assignees who acquire rights in accordance with this
Agreement with respect to any Registrable Securities directly or indirectly from an Investor or from any Permitted Assignee.


 


“Majority of the
Holders” means at any time Holders representing a majority of the Registrable Securities.


 


“Permitted Assignee”
means (a) with respect to a partnership, its partners or former partners in accordance with their partnership interests, (b) with
respect to a corporation, its shareholders in accordance with their interest in the corporation, (c) with respect to a limited
liability company, its members or former members in accordance with their interest in the limited liability company, (d) with respect
to an individual, any Family Member of such party or (e) an entity that is controlled by, controls, or is under common control
with a transferor.


 


“Piggyback Registration”
means, in any registration of Common Stock referenced in Section 3(a) of this Agreement, the right of each Holder to include the
Registrable Securities of such Holder in such registration.


 


The terms “register,”
“registered,” and “registration” refer to a registration effected by preparing and filing
a registration statement in compliance with the Securities Act, and the declaration or ordering of the effectiveness of such registration
statement.


 


“Registrable Common
Shares” means the Shares (and not including the Registrable Warrant Shares) but excluding (i) any Shares that have been
publicly sold or are eligible be sold under the Securities Act pursuant to Rule 144 of the Securities Act during any ninety (90)
day period; (ii) any Shares sold by a person in a transaction pursuant to a registration statement filed under the Securities Act,
or (iii) any Shares that are at the time subject to an effective registration statement under the Securities Act.


 


“Registrable Securities”
means the Registrable Common Shares together with the Registrable Warrant Shares.






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“Registrable Warrant
Shares” means the shares of Common Stock issued or issuable to each Investor upon exercise of the Warrants (the “Warrant
Shares”) but excluding (i) any Warrant Shares that have been publicly sold or are eligible to be sold under the Securities
Act pursuant to Rule 144 of the Securities Act during any ninety (90) day period; (ii) any Warrant Shares sold by a person in a
transaction pursuant to a registration statement filed under the Securities Act, or (iii) any Warrant Shares that are at the time
subject to an effective registration statement under the Securities Act.


 


“Registration
Statement” has the meaning ascribed to such term in Section 3(a) hereof.


 


“Rule 145”
means Rule 145 promulgated by the Commission under the Securities Act, as such rule may be amended or supplemented from time to
time, or any similar successor rule that may be promulgated by the Commission.


 


“Rule 144”
means Rule 144 promulgated by the Commission under the Securities Act, as such rule may be amended or supplemented from time to
time, or any similar successor rule that may be promulgated by the Commission.


 


“Rule 415”
means Rule 415 promulgated by the Commission under the Securities Act, as such rule may be amended or supplemented from time to
time, or any similar successor rule that may be promulgated by the Commission.


 


“Securities Act”
means the Securities Act of 1933, as amended, or any similar federal statute promulgated in replacement thereof, and the rules
and regulations of the Commission thereunder, all as the same shall be in effect at the time.


 


“Shares”
has the meaning ascribed to such term in the recitals of this Agreement.


 


“Term”
has the meaning ascribed to such term in Section 2 hereof.


 


“Warrants”
has the meaning ascribed to such term in the recitals of this Agreement.


 


2. Term. The term (the “Term”)
of this Agreement shall commence on the Effective Date and terminate on the earlier of: (i) the date that the Warrants are no longer
exercisable and (ii) the date on which all shares of Registrable Securities held or entitled to be held upon exercise of the Warrants
by the Holders are eligible to be sold under Rule 144.


 


3. Registration.


 


(a)Piggyback
Registration. If at any time during the Term of this Agreement, the Company proposes to register for sale for cash any of its
Common Stock, for its own account or for the account of others (other than the Holders), under the Securities Act on any form for
registration thereunder (the “Registration Statement”), other than (i) a registration relating solely to employee
benefit plans or securities issued or issuable to employees, consultants (to the extent the securities owned or to be owned by
such consultants could be registered on Form S-8) or any of their Family Members (including a registration on Form S-8) or (ii)
a registration relating solely to a Securities Act Rule 145 transaction or a registration on Form S-4 in connection with a merger,
acquisition, divestiture, reorganization or similar event, the Company shall promptly (and in no event less than twenty (20) calendar
days prior to the filing of such Registration Statement) give written notice thereof to the Holders (the “Company Notice”).
If a Holder wishes to include any Registrable Securities as a Piggyback Registration in the subject






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Registration Statement, such
Holder shall provide written notice to the Company specifying the number of Registrable Securities desired to be included (an “Inclusion
Notice”) within ten (10) calendar days of the date of the Company Notice (the “Inclusion Period”).
Provided that, during the Inclusion Period, the Company receives Inclusion Notices requesting the Piggyback Registration of at
least a majority of the Registrable Securities, the Company shall include as a Piggyback Registration all of the Registrable Securities
specified in the Inclusion Notices. Notwithstanding the foregoing, the Company may, without the consent of any of the Holders,
withdraw such Registration Statement prior to its becoming effective if the Company or such other shareholders have elected to
abandon the proposal to register the securities proposed to be registered thereby. The Company shall be obligated to file
and cause the effectiveness of only one (1) Piggyback Registration.


 


(b)Underwriting. If a Piggyback
Registration is for a registered public offering that is to be made by an underwriting, the Company shall, in the Company Notice,
so advise the Holders of the Registrable Securities eligible for inclusion in such Registration Statement pursuant to Section 3(a).
In such event, in addition to the conditions set forth in Section 3(a), the right of any Holder to Piggyback Registration shall
be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable
Securities in the underwriting to the extent provided herein. All Holders proposing to sell any of their Registrable Securities
through such underwriting shall (together with the Company and any other shareholders of the Company selling their securities through
such underwriting) enter into an underwriting agreement in customary form with the underwriter selected for such underwriting by
the Company or the selling shareholders, as applicable. Notwithstanding any other provision of this Section 3, if the underwriter
or the Company determines that marketing factors require a limitation on the number of shares of Common Stock or the amount of
other securities to be underwritten, the underwriter may exclude some or all of the Registrable Securities from such registration
and underwriting. The Company shall so advise all Holders (except those Holders who failed to timely elect to include their Registrable
Securities through such underwriting or have indicated to the Company their decision not to do so), and indicate to each such Holder
the number of shares of Registrable Securities that may be included in the registration and underwriting, if any. The number of
shares that may be included in the registration and underwriting shall be allocated first to the Company and then, subject to obligations
and commitments existing as of the date hereof, to all selling shareholders, including the Holders, who have requested to sell
in the registration on a pro rata basis according to the number of shares requested to be included therein. In the event that the
underwriter or Company determines to exclude more than 50.0% of the Registrable Securities from the registration and underwriting
in accordance with this Section 3(b), such registration and underwriting shall not be deemed to be a Piggyback Registration for
purposes of the last sentence of Section 3(a) above.


 


No Registrable Securities excluded from the
underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. If any Holder disapproves
of the terms of any such underwriting, such Holder may elect to withdraw such Holder’s Registrable Securities therefrom by
delivering a written notice to the Company and the underwriter. The Registrable Securities so withdrawn from such underwriting
shall also be withdrawn from such registration; provided, however, that, if by the withdrawal of such Registrable
Securities, a greater number of Registrable Securities held by other Holders may be included in such registration (up to the maximum
of any limitation imposed by the underwriters), then the Company shall offer to all Holders who have included Registrable Securities
in the registration the right to include additional Registrable Securities pursuant to the terms and limitations set forth herein
in the same proportion used above in determining the underwriter limitation.


 


4. Registration Procedures The Company
will keep each Holder who has delivered an Inclusion Notice reasonably advised as to the filing and effectiveness of the Registration
Statement. At its expense with respect to the Registration Statement, the Company will:


 






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    (a)use its commercially reasonable
efforts to cause such Registration Statement to become effective and remain effective for a period of six (6) months or for such
shorter period ending on the earlier to occur of (i) the sale of all Registrable Common Shares and (ii) the availability under
Rule 144 for the Holders to sell all of the Registrable Common Shares in any ninety (90) day period (the“Effectiveness
Period”). Each Holder agrees to furnish to the Company a completed questionnaire in the form provided by the Company
(a “Selling Shareholder Questionnaire”) not later than three (3) Business Days following the date on which such
Holder receives draft materials of such Registration Statement;


 


    (b)if the Registration Statement is
subject to review by the Commission, promptly respond to all comments and diligently pursue resolution of any comments to the satisfaction
of the Commission;


 


    (c)prepare and file with the Commission
such amendments and supplements to such Registration Statement as may be necessary to keep such Registration Statement effective
during the Effectiveness Period;


 


    (d)furnish, without charge, to each
Holder of Registrable Common Shares covered by such Registration Statement (i) such number of copies of such Registration Statement
(including any exhibits thereto other than exhibits incorporated by reference) and each amendment and supplement thereto, as such
Holder may reasonably request, (ii) such number of copies of the prospectus included in such Registration Statement (including
each preliminary prospectus and any other prospectus filed under Rule 424 of the Securities Act) as such Holder may reasonably
request, in conformity with the requirements of the Securities Act, and (iii) such other documents as such Holder may require to
consummate the disposition of the Registrable Common Shares owned by such Holder, but only during the Effectiveness Period;


 


    (e)use its commercially reasonable
efforts to register or qualify such registration under such other applicable securities laws of such jurisdictions as any Holder
of Registrable Common Shares covered by such Registration Statement reasonably requests and as may be necessary for the marketability
of the Registrable Common Shares (such request to be made by the time the applicable Registration Statement is deemed effective
by the Commission) and do any and all other acts and things necessary to enable such Holder to consummate the disposition in such
jurisdictions of the Registrable Common Shares owned by such Holder; provided, that the Company shall not be required to
(i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph,
(ii) subject itself to taxation in any such jurisdiction, or (iii) consent to general service of process in any such jurisdiction;


 


    (f)at any time during the period commencing
on the filing of the Registration Statement and ending on the last day of the Effectiveness Period, notify each Holder of Registrable
Common Shares covered by such Registration Statement, as promptly as practicable after becoming aware of such event, of the happening
of any event, which comes to the Company’s attention, that will after the occurrence of such event cause the prospectus included
in such Registration Statement, if not amended or supplemented, to contain an untrue statement of a material fact or an omission
to state a material fact required to be stated therein or necessary to make the statements therein not misleading. In such event,
the Company shall promptly thereafter prepare and furnish to such Holder a supplement or amendment to such prospectus (or prepare
and file appropriate reports under the Exchange Act) so that, as thereafter delivered to the purchasers of such Registrable Common
Shares, such prospectus shall not contain an 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 not misleading, unless suspension of the use of such prospectus otherwise
is authorized herein or in the event of a Blackout Period, in which case no supplement or amendment need be furnished (or Exchange
Act filing made) until the termination of such suspension or Blackout Period;


 






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    (g)use its reasonable best efforts
to comply, and continue to comply during the Effectiveness Period, in all material respects with the Securities Act and the Exchange
Act and with all applicable rules and regulations of the Commission with respect to the disposition of all securities covered by
such Registration Statement;


 


    (h)as promptly as practicable after
becoming aware of such event, notify each Holder of Registrable Common Shares being offered or sold pursuant to the Registration
Statement of the issuance by the Commission of any stop order or other suspension of effectiveness of the Registration Statement;


 


    (i)use its commercially reasonable
efforts to cause all the Registrable Common Shares covered by the Registration Statement to be quoted on the NASDAQ Capital Market
or such other principal securities market on which securities of the same class or series issued by the Company are then listed
or traded;


 


    (j)provide a transfer agent and registrar,
which may be a single entity, for the shares of Common Stock at all times;


 


    (k)cooperate with the Holders of Registrable
Common Shares being offered pursuant to the Registration Statement to issue and deliver, or cause its transfer agent to issue and
deliver, certificates representing Registrable Common Shares to be offered pursuant to the Registration Statement within a reasonable
time after the delivery of certificates representing the Registrable Common Shares to the transfer agent or the Company, as applicable,
and enable such certificates to be in such denominations or amounts as the Holders may reasonably request and registered in such
names as the Holders may request; and


 


    (l)during the Effectiveness Period,
refrain from bidding for or purchasing any Common Stock or any right to purchase Common Stock or attempting to induce any person
to purchase any such security or right if such bid, purchase or attempt would in any way limit the right of the Holders to sell
Registrable Common Shares by reason of the limitations set forth in Regulation M of the Exchange Act.


 


5. Suspension of Offers and Sales.
Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section
4(f) hereof or of the commencement of a Blackout Period, such Holder shall discontinue the disposition of Registrable Common Shares
included in the Registration Statement until such Holder’s receipt of the copies of the supplemented or amended prospectus
contemplated by Section 4(f) hereof or notice of the end of the Blackout Period, and, if so directed by the Company, such Holder
shall deliver to the Company (at the Company’s expense) all copies (including, without limitation, any and all drafts), other
than permanent file copies, then in such Holder’s possession, of the prospectus covering such Registrable Common Shares current
at the time of receipt of such notice.


 


6. Registration Expenses. The Company
shall pay all expenses in connection with any registration obligation provided herein, including, without limitation, all registration,
filing, stock exchange fees, printing expenses, all fees and expenses of complying with applicable securities laws, and the fees
and disbursements of counsel for the Company and of its independent accountants; provided, that, in any underwritten registration,
each party shall pay for its own underwriting discounts and commissions and transfer taxes. Except as provided in this Section
and Section 9, the Company shall not be responsible for the expenses of any attorney or other advisor employed by a Holder.


 


7. Assignment of Rights. No Holder
may assign its rights under this Agreement to any party without the prior written consent of the Company; provided, however,
that any Holder may assign its rights under







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this Agreement without such consent to a Permitted Assignee as long as (a) such transfer
or assignment is effected in accordance with applicable securities laws; (b) such transferee or assignee agrees in writing to become
subject to the terms of this Agreement; (c) such transfer or assignment is effected in accordance with the Warrant Agreement evidencing
the Warrants; and (d) such Holder notifies the Company in writing of such transfer or assignment, stating the name and address
of the transferee or assignee and identifying the Registrable Securities with respect to which such rights are being transferred
or assigned.


 


8.Information by Holder. Holders
included in any registration shall furnish to the Company such information as the Company may reasonably request in writing regarding
such Holders and the distribution proposed by such Holders including an updated Selling Shareholder Questionnaire if requested
by the Company.


 


9. Indemnification.


 


    (a)In the event of the offer and sale
of Registrable Securities under the Securities Act, the Company shall, and hereby does, indemnify and hold harmless, to the fullest
extent permitted by law, each Holder, its directors, officers, partners, each other person who participates as an underwriter in
the offering or sale of such securities, and each other person, if any, who controls or is under common control with such Holder
or any such underwriter within the meaning of Section 15 of the Securities Act, against any losses, claims, damages or liabilities,
joint or several, and expenses to which the Holder or any such director, officer, partner or underwriter or controlling person
may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or
actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement
of any material fact contained in any registration statement prepared and filed by the Company under which Registrable Securities
were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein,
or any amendment or supplement thereto, or any omission to state therein a material fact required to be stated or necessary to
make the statements therein in light of the circumstances in which they were made not misleading, and the Company shall reimburse
the Holder, and each such director, officer, partner, underwriter and controlling person for any legal or any other expenses reasonably
incurred by them in connection with investigating, defending or settling any such loss, claim, damage, liability, action or proceeding;
provided, that such indemnity agreement found in this Section 9(a) shall in no event exceed the net proceeds from the Holder
in connection with the purchase of the Registrable Securities received by the Company; and provided further, that the Company
shall not be liable in any such case (i) to the extent that any such loss, claim, damage, liability (or action or proceeding in
respect thereof) or expense arises out of or is based upon an untrue statement in or omission from such registration statement,
any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity
with written information furnished to the Company by a Holder for use in the preparation thereof or (ii) if the person asserting
any such loss, claim, damage, liability (or action or proceeding in respect thereof) who purchased the Registrable Securities that
are the subject thereof did not receive a copy of an amended preliminary prospectus or the final prospectus (or the final prospectus
as amended or supplemented) at or prior to the written confirmation of the sale of such Registrable Securities to such person because
of the failure of such Holder or underwriter to so provide such amended preliminary or final prospectus and the untrue statement
or omission of a material fact made in such preliminary prospectus was corrected in the amended preliminary or final prospectus
(or the final prospectus as amended or supplemented). Such indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of the Holders, or any such director, officer, partner, underwriter or controlling person and shall survive
the transfer of such shares by the Holder.


 


    (b)As a condition to including Registrable
Securities in any registration statement filed pursuant to this Agreement, each Holder agrees to be bound by the terms of this
Section 9 and to







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indemnify and hold harmless, to the fullest extent permitted by law, the Company, each of its directors, officers,
partners, legal counsel and accountants and each underwriter, if any, and each other person, if any, who controls the Company within
the meaning of Section 15 of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which
the Company or any such director or officer or controlling person may become subject under the Securities Act or otherwise, insofar
as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof)
that arises out of or is based upon an untrue statement in or omission from such registration statement, any such preliminary prospectus,
final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished
by the Holder for use in the preparation thereof, and such Holder shall reimburse the Company, and such Holders, directors, officers,
partners, legal counsel and accountants, persons, underwriters, or control persons, each such director, officer, and controlling
person for any legal or other expenses reasonably incurred by them in connection with investigating, defending, or settling any
such loss, claim, damage, liability, action, or proceeding; provided, however, that such indemnity agreement found
in this Section 9(b) shall in no event exceed the net proceeds received by such Holder as a result of the sale of Registrable Securities
pursuant to such registration statement, except in the case of fraud or willful misconduct. Such indemnity shall remain in full
force and effect, regardless of any investigation made by or on behalf of the Company or any such director, officer or controlling
person and shall survive the transfer by any Holder of such shares.


 


    (c)Promptly after receipt by an indemnified
party of notice of the commencement of any action or proceeding involving a claim referred to in this Section (including any governmental
action), such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party, give written
notice to the indemnifying party of the commencement of such action; provided, that the failure of any indemnified party
to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Section, except to the
extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against
an indemnified party, unless in the reasonable judgment of counsel to such indemnified party a conflict of interest between such
indemnified and indemnifying parties may exist or the indemnified party may have defenses not available to the indemnifying party
in respect of such claim, the indemnifying party shall be entitled to participate in and to assume the defense thereof, with counsel
reasonably satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its
election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or
other expenses subsequently incurred by the latter in connection with the defense thereof, unless in such indemnified party’s
reasonable judgment a conflict of interest between such indemnified and indemnifying parties arises in respect of such claim after
the assumption of the defenses thereof or the indemnifying party fails to defend such claim in a diligent manner, other than reasonable
costs of investigation. Neither an indemnified nor an indemnifying party shall be liable for any settlement of any action or proceeding
effected without its consent. No indemnifying party shall, without the consent of the indemnified party, consent to entry of any
judgment or enter into any settlement, which does not include as an unconditional term thereof the giving by the claimant or plaintiff
to such indemnified party of a release from all liability in respect of such claim or litigation. Notwithstanding anything to the
contrary set forth herein, and without limiting any of the rights set forth above, in any event any party shall have the right
to retain, at its own expense, counsel with respect to the defense of a claim. Each indemnified party shall furnish such information
regarding itself or the claim in question as an indemnifying party may reasonably request in writing and as shall be reasonably
required in connection with defense of such claim and litigation resulting therefrom.


 


    (d)If an indemnifying party does or
is not permitted to assume the defense of an action pursuant to Sections 9(c) or in the case of the expense reimbursement obligation
set forth in Sections 9(a) and (b), the indemnification required by Sections 9(a) and 9(b) shall be made by periodic payments of
the


 






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amount thereof during the course of the
investigation or defense, as and when bills received or expenses, losses, damages, or liabilities are incurred.


 


    (e)If the indemnification provided
for in Section 9(a) or 9(b) is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect
to any loss, liability, claim, damage or expense referred to herein, the indemnifying party, in lieu of indemnifying such indemnified
party hereunder, shall (i) contribute to the amount paid or payable by such indemnified party as a result of such loss, liability,
claim, damage or expense as is appropriate to reflect the proportionate relative fault of the indemnifying party on the one hand
and the indemnified party on the other (determined by reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or omission relates to information supplied by the indemnifying party or the indemnified party and the parties’
relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission), or
(ii) if the allocation provided by clause (i) above is not permitted by applicable law or provides a lesser sum to the indemnified
party than the amount hereinafter calculated, not only the proportionate relative fault of the indemnifying party and the indemnified
party, but also the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other,
as well as any other relevant equitable considerations. No indemnified party guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any indemnifying party who was not guilty
of such fraudulent misrepresentation.


 


    (f)Notwithstanding the foregoing, to
the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection
with an underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement
shall control.


 


    (g) Indemnification similar to that
specified in this Section (with appropriate modifications) shall be given by the Company and each Holder of Registrable Securities
with respect to any required registration or other qualification of securities under any federal or state law or regulation or
governmental authority other than the Securities Act.


 


10.Independent Nature of Each Investor’s
Obligations and Rights. The obligations of each Investor under this Agreement are several and not joint with the obligations
of any other Investor, and each Investor shall not be responsible in any way for the performance of the obligations of any other
Investor under this Agreement. Nothing contained herein and no action taken by any Investor pursuant hereto, shall be deemed to
constitute such Investors as a partnership, an association, a joint venture, or any other kind of entity, or create a presumption
that the Investors are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated
by this Agreement. Each Investor shall be entitled to independently protect and enforce its rights, including without limitation
the rights arising out of this Agreement, and it shall not be necessary for any other Investor to be joined as an additional party
in any proceeding for such purpose.


 


11. Miscellaneous.


 


    (a)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


 






    10




    

    





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 Section 10(a).


 


    (b)Remedies. In the event of
a breach by the Company or by a Holder of any of their respective 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, shall 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 agrees that, in the event of any action for specific performance in respect of such breach,
it shall not assert or shall waive the defense that a remedy at law would be adequate.


 


    (c)Successors and Assigns. Except
as otherwise provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, Permitted
Assignees, executors and administrators of the parties hereto.


 


    (d)No Inconsistent Agreements.
The Company has not entered, as of the date hereof, and shall not enter, on or after the date of this Agreement, into any agreement
with respect to its securities that would have the effect of impairing the rights granted to the Holders in this Agreement or otherwise
conflicts with the provisions hereof.


 


    (e)Entire Agreement. This Agreement
constitutes the full and entire understanding and agreement between the parties with regard to the subjects hereof.


 


    (f)Notices,
etc. 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: Corporate Secretary


Fax: (954) 845-9976


Phone: (954) 835-1500


 


 



    11




     

    





 


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 address
set forth on the signature page hereto.


 


 


    (g)Delays or Omissions. No delay
or omission to exercise any right, power or remedy accruing to any Holder, upon any breach or default of the Company under this
Agreement, shall impair any such right, power or remedy of such Holder nor shall it be construed to be a waiver of any such breach
or default, or an acquiescence therein, or of any similar breach or default thereunder occurring; nor shall any waiver of any single
breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent
or approval of any kind or character on the part of any Holder of any breach or default under this Agreement, or any waiver on
the part of any Holder of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the
extent specifically set forth in such writing. All remedies, either under this Agreement, or by law or otherwise afforded to any
holder, shall be cumulative and not alternative.


 


    (h) Counterparts. This Agreement
may be executed in any number of counterparts, each of which shall be enforceable against the parties actually executing such counterparts,
and all of which together shall constitute one instrument. In the event that any signature is delivered by facsimile transmission,
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 signature page were an original thereof.


 


    (i)Severability. In the case
any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.


 


    (j)Amendments. The provisions
of this Agreement may be amended at any time and from time to time, and particular provisions of this Agreement may be waived,
with and only with an agreement or consent in writing signed by the Company and the Majority of the Holders. The Investors acknowledge
that by the operation of this Section, the Majority Holders may have the right and power to diminish or eliminate all rights of
the Investors under this Agreement.


 


    (k)Waiver
of Jury Trial. EACH 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 SUCH INVESTOR AND THE COMPANY.


 


[SIGNATURE PAGES FOLLOW]



     


 


12




     

    

 


This Registration Rights
Agreement is hereby executed as of the date first above written.


 


THE COMPANY


 


 


By:________________________________


Name: Catherine
Sulawske-Guck


Title: Chief Operating Officer and


Corporate Secretary


 


 


 


[SIGNATURE PAGE OF INVESTOR FOLLOWS]


 



    13




     

    

 


 


This Registration Rights Agreement is hereby executed as of the
date first above written.


 


 


 


	INVESTOR (Individual(s))	 
	 	 	 	 
	By:	 	 	 
	 	 	 	 
	  Print Name(s):  	 	 	 
	 	 	 	 
	 	 	 	 
	INVESTOR (Entity) 	 
	 	 
	By:	 	 	 
	 	 	 	 
	Print Name:	 	 	 
	 	 	 	 
	Print Title:	 	 	 
	 	 
	 	 
	Address for notices:	 
	 	 	 	 
	Street:	 	 	 
	 	 	 	 
	City:	 	 	 
	 	 	 	 
	State:  	 	 	 
	 	 	 	 
	Zip Code:	 	 	 
	 	 	 	 
	 	 	 	 


 



	
         



 


	
         



 


 


 


 



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