REGISTRATION RIGHTS
AGREEMENT 

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as
of October 23, 2014, is by and between Bioheart, Inc., a Florida corporation
(the “Company”), and Magna
Equities II, LLC, a New York limited liability company (the “Investor”). 

RECITALS 

A. The Company and the
Investor have entered into that certain Common Stock Purchase Agreement, dated
as of the date hereof (the “Purchase Agreement”),
pursuant to which the Company may issue, from time to time, to the Investor up
to $3,000,000 of newly issued shares of the Company’s common stock, $0.001 par
value (“Common
Stock”), as provided for
therein. 

B. Pursuant to the terms
of, and in consideration for the Investor entering into, the Purchase Agreement,
the Company has issued to the Investor the Initial Commitment Shares (as defined
in the Purchase Agreement) in accordance with the terms of the Purchase
Agreement. 

C. Pursuant to the terms of
the Purchase Agreement, the Company may be required to issue to the Investor the
Additional Commitment Shares (as defined in the Purchase Agreement) in
accordance with the terms of the Purchase Agreement. 

D. Pursuant to the terms
of, and in consideration for the Investor entering into, the Purchase Agreement,
and to induce the Investor to execute and deliver the Purchase Agreement, the
Company has agreed to provide the Investor with certain registration rights with
respect to the Registrable Securities (as defined herein) as set forth herein.


AGREEMENT


NOW,
THEREFORE, in consideration of
the premises, the representations, warranties, covenants and agreements
contained herein and in the Purchase Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
intending to be legally bound hereby, the Company and the Investor hereby agree
as follows: 

1. Definitions. 

Capitalized terms used
herein and not otherwise defined herein shall have the respective meanings set
forth in the Purchase Agreement. As used in this Agreement, the following terms
shall have the following meanings: 

(a) “Business Day” means any day other than Saturday, Sunday or any
other day on which commercial banks in New York, New York are authorized or
required by law to remain closed. 

(b) “Closing Date” shall mean the date of this Agreement.


(c) “Effective Date” means the date that the applicable Registration
Statement has been declared effective by the SEC. 

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(d) “Effectiveness Deadline” means (i) with respect to the initial
Registration Statement required to be filed to pursuant to Section 2(a), the
earlier of (A) the 120th calendar day after the earlier of (1) the
Filing Deadline and (2) the date on which such initial Registration Statement is
filed with the SEC and (B) the fifth Business Day after the date the Company is
notified (orally or in writing, whichever is earlier) by the SEC that such
Registration Statement will not be reviewed or will not be subject to further
review and (ii) with respect to any additional Registration Statements that may
be required to be filed by the Company pursuant to this Agreement, the earlier
of (A) the 90thcalendar day following the date on which the Company
was required to file such additional Registration Statement and (B) the fifth
Business Day after the date the Company is notified (orally or in writing,
whichever is earlier) by the SEC that such Registration Statement will not be
reviewed or will not be subject to further review. 

(e) “Filing Deadline” means (i) with respect to the initial
Registration Statement required to be filed to pursuant to Section 2(a),
December 8, 2014 and (ii) with respect to any additional Registration Statements
that may be required to be filed by the Company pursuant to this Agreement, the
later of (A) the 60th calendar day following the sale of
substantially all of the Registrable Securities included in the initial
Registration Statement or the most recent prior additional Registration
Statement, as applicable, and (B) six months following the Effective Date of the
initial Registration Statement or the most recent prior additional Registration
Statement, as applicable, or such earlier date as permitted by the SEC.


(f) “Person” means any person or entity, whether a natural person, trustee,
corporation, partnership, limited partnership, limited liability company, trust,
unincorporated organization, business association, firm, joint venture,
governmental agency or authority. 

(g) “register,” “registered,” and
“registration” refer to
a registration effected by preparing and filing one or more Registration
Statements in compliance with the Securities Act and pursuant to Rule 415 and
the declaration of effectiveness of such Registration Statement(s) by the SEC.


(h) “Registrable Securities” means all of (i) the Shares, including all of
the Additional Shares, (ii) the Initial Commitment Shares, (iii) the Additional
Commitment Shares and (iv) any capital stock of the Company issued or issuable
with respect to such Shares (including Additional Shares), Initial Commitment
Shares or Additional Commitment Shares, including, without limitation, (1) as a
result of any stock split, stock dividend, recapitalization, exchange or similar
event or otherwise and (2) shares of capital stock of the Company into which the
shares of Common Stock are converted or exchanged and shares of capital stock of
a successor entity into which the shares of Common Stock are converted or
exchanged. 

(i) “Registration Statement” means a registration statement or registration
statements of the Company filed under the Securities Act covering the resale by
the Investor of Registrable Securities, as such registration statement or
registration statements may be amended and supplemented from time to time
(including pursuant to Rule 462(b) under the Securities Act), including all
documents filed as part thereof or incorporated by reference therein.


(j) “Rule 144” means Rule 144 promulgated by the SEC under the
Securities Act, as such rule may be amended from time to time, or any other
similar or successor rule or regulation of
the SEC that may at any time permit the Investor to sell securities of the
Company to the public without registration. 

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(k) “Rule 415” means Rule 415 promulgated by the SEC under the
Securities Act, as such rule may be amended from time to time, or any other
similar or successor rule or regulation of the SEC providing for offering
securities on a delayed or continuous basis. 

(l) “SEC” means the U.S. Securities and Exchange Commission or any successor
entity. 

2. Registration. 

(a) Mandatory Registration. The Company shall prepare and, as soon as
practicable, but in no event later than the Filing Deadline, file with the SEC
an initial Registration Statement on Form S-1, or such other form reasonably
acceptable to the Investor and Legal Counsel, covering the resale by the
Investor of Registrable Securities in an amount equal to 143,812,591 shares of
Common Stock, 9,109,128 of which shares of Common Stock shall be registered as
Initial Commitment Shares and 15,890,872 of which shares of Common Stock shall
be registered as Additional Commitment Shares. Such initial Registration
Statement shall contain (except if otherwise directed by the Investor) the
“Selling
Stockholder” and “Plan of Distribution” sections in substantially the form attached
hereto as Exhibit
B. The Company shall use its
commercially reasonable efforts to have such initial Registration Statement, and
each other Registration Statement required to be filed pursuant to the terms
hereof, declared effective by the SEC as soon as practicable, but in no event
later than the applicable Effectiveness Deadline. 

(b) Legal Counsel. Subject to Section 5 hereof, the Investor shall
have the right to select one legal counsel to review and oversee, solely on its
behalf, any registration pursuant to this Section 2 (“Legal Counsel”), which shall be Greenberg Traurig, LLP or such
other counsel as thereafter designated by the Investor. Except as provided under
Section 10.1(i) of the Purchase Agreement, the Company shall have no obligation
to reimburse the Investor for any and all legal fees and expenses of the Legal
Counsel incurred in connection with the transactions contemplated hereby.


(c) Reserved.

(d) Sufficient Number of Shares
Registered. If at any time all
Registrable Securities are not covered by the initial Registration Statement
filed pursuant to Section 2(a) as a result of Section 2(h) or otherwise, the
Company shall file with the SEC one or more additional Registration Statements
(on the short form available therefor, if applicable), so as to cover all of the
Registrable Securities not covered by such initial Registration Statement, in
each case, as soon as practicable (taking into account any Staff position with
respect to date on which the Staff will permit such additional Registration
Statement(s) to be filed with the SEC), but in no event later than the
applicable Filing Deadline for such additional Registration Statement(s). The
Company shall use its commercially reasonable efforts to cause such additional
Registration Statement(s) to become effective as soon as practicable following
the filing thereof with the SEC, but in no event later than the applicable
Effectiveness Deadline for such Registration Statement. 

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(e) Piggyback Registrations. Without limiting any of the Company’s
obligations hereunder or under the Purchase Agreement, if there is not an
effective Registration Statement covering all of the Registrable Securities and
the Company shall determine to prepare and file with the SEC a registration
statement relating to an offering for its own account or the account of others
under the Securities Act of any of its equity securities (other than on Form S-4
or Form S-8 (each as promulgated
under the Securities Act) or their then equivalents relating to equity
securities to be issued solely in connection with any acquisition of any entity
or business or equity securities issuable in connection with the Company’s stock
option or other employee benefit plans), then the Company shall deliver to the
Investor a written notice of such determination and, if within five (5) days
after the date of the delivery of such notice, the Investor shall so request in
writing, the Company shall include in such registration statement all or any
part of such Registrable Securities the offer and sale of which the Investor
requests to be registered. 

(f) No Inclusion of Other Securities. In no event shall the Company include any
securities other than Registrable Securities on any Registration Statement
pursuant to Section 2(a) or 2(d) without the prior written consent of the
Investor. Subject to the proviso in Section 2(e), in connection with any
offering involving an underwriting of shares, the Company shall not be required
under this Section 2 or otherwise to include the Registrable Securities of any
Investor therein unless such Investor accepts and agrees to the terms of the
underwriting, which shall be reasonable and customary, as agreed upon between
the Company and the underwriters selected by the Company. 

(g) Offering. If the staff of the SEC (the “Staff”) or the SEC
seeks to characterize any offering pursuant to a Registration Statement filed
pursuant to this Agreement as constituting an offering of securities that does
not permit such Registration Statement to become effective and be used for
resales by the Investor on a delayed or continuous basis under Rule 415 at
then-prevailing market prices (and not fixed prices) (or as otherwise may be
acceptable to the Investor), or if after the filing of the initial Registration
Statement with the SEC pursuant to Section 2(a), the Company is otherwise
required by the Staff or the SEC to reduce the number of Registrable Securities
included in such initial Registration Statement, then the Company shall reduce
the number of Registrable Securities to be included in such initial Registration
Statement (with the prior consent of the Investor and Legal Counsel as to the
specific Registrable Securities to be removed therefrom) until such time as the
Staff and the SEC shall so permit such Registration Statement to become
effective and be used as aforesaid. Notwithstanding anything in this Agreement
to the contrary, if after giving effect to the actions referred to in the
immediately preceding sentence, the Staff or the SEC does not permit such
Registration Statement to become effective and be used for resales by the
Investor on a delayed or continuous basis under Rule 415 at then-prevailing
market prices (and not fixed prices) (or as otherwise may be acceptable to the
Investor), the Company shall not request acceleration of the Effective Date of
such Registration Statement, the Company shall promptly (but in no event later
than 48 hours) request the withdrawal of such Registration Statement pursuant to
Rule 477 under the Securities Act, and the Effectiveness Deadline shall
automatically be deemed to have elapsed with respect to such Registration
Statement at such time as the Staff or the SEC has made a final and
non-appealable determination that the SEC will not permit such Registration
Statement to be so utilized (unless prior to such time the Company and the
Investor have received assurances from the Staff or the SEC reasonably
acceptable to Legal Counsel that a new Registration Statement filed by the Company with the SEC promptly
thereafter may be so utilized). In the event of any reduction in Registrable
Securities pursuant to this paragraph, the Company shall file additional
Registration Statements in accordance with Section 2(d) until such time as all
Registrable Securities have been included in Registration Statements that have
been declared effective and the prospectus contained therein is available for
use by the Investor. 

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3. Related Obligations. 

The Company shall use its
commercially reasonable efforts to effect the registration of the Registrable
Securities in accordance with the intended method of disposition thereof, and,
pursuant thereto, the Company shall have the following obligations: 

(a) The Company shall
promptly prepare and file with the SEC a Registration Statement with respect to
the Registrable Securities (but in no event later than the applicable Filing
Deadline) and use its commercially reasonable efforts to cause such Registration
Statement to become effective as soon as practicable after such filing (but in
no event later than the applicable Effectiveness Deadline). Subject to Allowable
Grace Periods, the Company shall keep each Registration Statement effective (and
the prospectus contained therein available for use) pursuant to Rule 415 for
resales by the Investor on a delayed or continuous basis at then-prevailing
market prices (and not fixed prices) at all times until the earlier of (i) the
date as of which the Investor may sell all of the Registrable Securities
required to be covered by such Registration Statement (disregarding any
reduction pursuant to Section 2(g)) without restriction pursuant to Rule 144 and
without the need for current public information as required by Rule 144(c)(1)
(or Rule 144(i)(2), if applicable) and (ii) the date on which the Investor shall
have sold all of the Registrable Securities covered by such Registration
Statement (the “Registration
Period”). Notwithstanding
anything to the contrary contained in this Agreement (but subject to the
provisions of Section 3(q) hereof), the Company shall ensure that, when filed
and at all times while effective, each Registration Statement (including,
without limitation, all amendments and supplements thereto) and the prospectus
(including, without limitation, all amendments and supplements thereto) used in
connection with such Registration Statement shall not contain any untrue
statement of a material fact or omit to state a material fact required to be
stated therein, or necessary to make the statements therein (in the case of
prospectuses, in the light of the circumstances in which they were made) not
misleading. The Company shall submit to the SEC, within two (2) Business Days
after the later of the date that (i) the Company learns that no review of a
particular Registration Statement will be made by the Staff or that the Staff
has no further comments on a particular Registration Statement (as the case may
be) and (ii) the approval of Legal Counsel is obtained pursuant to Section 3(c)
(which approval shall be promptly sought), a request for acceleration of
effectiveness of such Registration Statement to a time and date not later than
forty-eight (48) hours after the submission of such request. 

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(b) Subject to Section 3(q)
of this Agreement, the Company shall prepare and file with the SEC such
amendments (including, without limitation, post-effective amendments) and
supplements to each Registration Statement and the prospectus used in connection
with each such Registration Statement, which prospectus is to be filed pursuant
to Rule 424 promulgated under the Securities Act, as may be necessary to keep
each such Registration Statement effective (and the prospectus contained therein
current and available for use) at all times during the Registration Period for
such Registration Statement, and, during such period, comply with the
provisions of the Securities Act with respect to the disposition of all
Registrable Securities of the Company required to be covered by such
Registration Statement until such time as all of such Registrable Securities
shall have been disposed of in accordance with the intended methods of
disposition by the seller or sellers thereof as set forth in such Registration
Statement. Without limiting the generality of the foregoing, the Company
covenants and agrees that (i) at or before 8:30 a.m. (New York City time) on the
Trading Day immediately following each Effective Date, the Company shall file
with the SEC in accordance with Rule 424(b) under the Securities Act the final
prospectus to be used in connection with sales pursuant to the applicable
Registration Statement, and (ii) if the transactions contemplated by any Draw
Down (as defined in the Purchase Agreement) are material to the Company
(individually or collectively with all other prior Draw Downs, the consummation
of which have not previously been reported in any prospectus supplement filed
with the SEC under Rule 424(b) under the Securities Act or in any periodic
report filed by the Company with the SEC under the Securities Exchange Act of
1934, as amended (the “Exchange
Act”)), or if otherwise
required under the Securities Act, in each case as reasonably determined by the
Company or the Investor, then, on the first Trading Day immediately following
the last Trading Day of the Pricing Period with respect to such Draw Down, the
Company shall file with the SEC
a prospectus supplement pursuant
to Rule 424(b) under the Securities Act with respect to the applicable Draw
Down(s), disclosing the total Draw Down Amount Requested pursuant to such Draw
Down(s), the total number of Shares that have been (or are to be) issued and
sold to the Investor pursuant to such Draw Down(s), the total purchase price for
the Shares subject to such Draw Down(s), the applicable Discount Price(s) for
such Shares and the net proceeds that have been (or are to be) received by the
Company from the sale of such Shares. To the extent not previously disclosed in
the prospectus or a prospectus supplement, the Company shall disclose in its
Quarterly Reports on Form 10-Q and in its Annual Reports on Form 10-K the
information described in the immediately preceding sentence relating to any Draw
Down(s) consummated during the relevant fiscal quarter. In the case of
amendments and supplements to any Registration Statement or prospectus which are
required to be filed pursuant to this Agreement (including, without limitation,
pursuant to this Section 3(b)) by reason of the Company filing a report on Form
8-K, Form 10-Q or Form 10-K or any analogous report under the Exchange Act, the
Company shall have incorporated such report by reference into such Registration
Statement and prospectus, if applicable, or shall file such amendments or
supplements to the Registration Statement or prospectus with the SEC on the same
day on which the Exchange Act report is filed which created the requirement for
the Company to amend or supplement such Registration Statement or prospectus,
for the purpose of including or incorporating such report into such Registration
Statement and prospectus. The Company consents to the use of the prospectus
(including, without limitation, any supplement thereto) included in each
Registration Statement in accordance with the provisions of the Securities Act
and with the securities or “Blue Sky” laws of the jurisdictions in which the
Registrable Securities may be sold by the Investor, in connection with the
resale of the Registrable Securities and for such period of time thereafter as
such prospectus (including, without limitation, any supplement thereto) (or in
lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is
required by the Securities Act to be delivered in connection with resales of
Registrable Securities. 

6







(c) The Company shall (A)
permit Legal Counsel to review and comment upon (i) each Registration Statement
at least five (5) Business Days prior to its filing with the SEC (or such
shorter period as may be agreed to by the Investor and Legal Counsel) and (ii)
all amendments and supplements to each Registration Statement (including,
without limitation, the prospectus contained therein) (except for Annual Reports
on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and
any similar or successor reports or prospectus supplements the contents of which
is limited to that set forth in such reports) within a reasonable number of days
prior to their filing with the SEC, and (B) shall give due consideration to all
comments of the Investor and Legal Counsel on any such Registration Statement or
amendment or supplement thereto or to any prospectus contained therein. The
Company shall promptly furnish to Legal Counsel, without charge, (i) electronic
copies of any correspondence from the SEC or the Staff to the Company or its
representatives relating to each Registration Statement (which correspondence
shall be redacted to exclude any material, non-public information regarding the
Company or any of its Subsidiaries), (ii) after the same is prepared and filed
with the SEC, one (1) electronic copy of each Registration Statement and any
amendment(s) and supplement(s) thereto, including, without limitation, financial
statements and schedules, all documents incorporated therein by reference, if
requested by the Investor, and all exhibits and (iii) upon the effectiveness of
each Registration Statement, one (1) electronic copy of the prospectus included
in such Registration Statement and all amendments and supplements thereto. The
Company shall reasonably cooperate with Legal Counsel in performing the
Company’s obligations pursuant to this Section 3. 

(d) Without limiting any
obligation of the Company under the Purchase Agreement, the Company shall
promptly furnish to the Investor, without charge, (i) after the same is prepared
and filed with the SEC, at least one (1) electronic copy of each Registration
Statement and any amendment(s) and supplement(s) thereto, including, without
limitation, financial statements and schedules, all documents incorporated
therein by reference, if requested by the Investor, all exhibits and each
preliminary prospectus, (ii) upon the effectiveness of each Registration
Statement, one (1) electronic copy of the prospectus included in such
Registration Statement and all amendments and supplements thereto (or such other
number of copies as the Investor may reasonably request from time to time) and
(iii) such other documents, including, without limitation, copies of any
preliminary or final prospectus, as the Investor may reasonably request from
time to time in order to facilitate the disposition of the Registrable
Securities owned by the Investor. 

(e) The Company shall take
such action as is necessary to (i) register and qualify, unless an exemption
from registration and qualification applies, the resale by the Investor of the
Registrable Securities covered by a Registration Statement under such other
securities or “Blue Sky” laws of all applicable jurisdictions in the United
States, (ii) prepare and file in those jurisdictions, such amendments
(including, without limitation, post-effective amendments) and supplements to
such registrations and qualifications as may be necessary to maintain the
effectiveness thereof during the Registration Period, (iii) take such other
actions as may be necessary to maintain such registrations and qualifications in
effect at all times during the Registration Period, and (iv) take all other
actions reasonably necessary or advisable to qualify the Registrable Securities
for sale in such jurisdictions; provided, however, the Company shall not be required in connection therewith or as a
condition thereto to (x) qualify to do business in any jurisdiction where it
would not otherwise be required to qualify but for this Section 3(e), (y)
subject itself to general taxation in any such jurisdiction, or (z) file a
general consent to service of process in any such jurisdiction. The Company
shall promptly notify Legal Counsel and the Investor of the receipt by the
Company of any notification with respect to the suspension of the registration or qualification of any of the
Registrable Securities for sale under the securities or “Blue Sky” laws of any
jurisdiction in the United States or its receipt of actual notice of the
initiation or threatening of any proceeding for such purpose. 

7







(f) The Company shall
notify Legal Counsel and the Investor in writing of the happening of any event,
as promptly as practicable after becoming aware of such event, as a result of
which the prospectus included in a Registration Statement, as then in effect,
includes an untrue statement of a material fact or omission to state a material
fact required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading
(provided that in no event shall such notice contain any material, non-public
information regarding the Company or any of its Subsidiaries), and, subject to
Section 3(q), promptly prepare a supplement or amendment to such Registration
Statement and such prospectus contained therein to correct such untrue statement
or omission and deliver one (1) electronic copy of such supplement or amendment
to Legal Counsel and the Investor (or such other number of copies as Legal
Counsel or the Investor may reasonably request). The Company shall also promptly
notify Legal Counsel and the Investor in writing (i) when a prospectus or any
prospectus supplement or post-effective amendment has been filed, when a
Registration Statement or any post-effective amendment has become effective
(notification of such effectiveness shall be delivered to Legal Counsel and the
Investor by facsimile or e-mail on the same day of such effectiveness and by
overnight mail), and when the Company receives written notice from the SEC that
a Registration Statement or any post-effective amendment will be reviewed by the
SEC, (ii) of any request by the SEC for amendments or supplements to a
Registration Statement or related prospectus or related information, (iii) of
the Company’s reasonable determination that a post-effective amendment to a
Registration Statement would be appropriate and (iv) of the receipt of any
request by the SEC or any other federal or state governmental authority for any
additional information relating to the Registration Statement or any amendment
or supplement thereto or any related prospectus. The Company shall respond as
promptly as practicable to any comments received from the SEC with respect to a
Registration Statement or any amendment thereto. Nothing in this Section 3(f)
shall limit any obligation of the Company under the Purchase Agreement.


(g) The Company shall (i)
use its reasonable best efforts to prevent the issuance of any stop order or
other suspension of effectiveness of a Registration Statement or the use of any
prospectus contained therein, or the suspension of the qualification, or the
loss of an exemption from qualification, of any of the Registrable Securities
for sale in any jurisdiction and, if such an order or suspension is issued, to
obtain the withdrawal of such order or suspension at the earliest possible time
and (ii) notify Legal Counsel and the Investor of the issuance of such order and
the resolution thereof or its receipt of actual notice of the initiation or
threat of any proceeding for such purpose. 

8







(h) Upon the written
request of the Investor, the Company shall make available for inspection during
normal business hours by (i) the Investor, (ii) Legal Counsel and (iii) one (1)
firm of accountants or other agents retained by such Investor (collectively, the
“Inspectors”), all pertinent financial and other records, and
pertinent corporate documents and properties of the Company (collectively, the
“Records”), as shall be reasonably deemed necessary by
each Inspector, and cause the Company’s officers, directors and employees to
supply all information which any Inspector may reasonably request;
provided, however, each Inspector
shall agree in writing to hold in strict confidence and not to make any
disclosure (except to the Investor) or use of any Record or other information
which the Company’s board of directors determines in good faith to be
confidential, and of which determination the Inspectors are so notified, unless
(a) the disclosure of such Records is necessary to avoid or correct a
misstatement or omission in any Registration Statement or is otherwise required
under the Securities Act, (b) the release of such Records is ordered pursuant to
a final, non-appealable subpoena or order from a court or government body of
competent jurisdiction, or (c) the information in such Records has been made
generally available to the public other than by disclosure in violation of this
Agreement or any other Transaction Document (as defined in the Purchase
Agreement). The Investor agrees that it shall, upon learning that disclosure of
such Records is sought in or by a court or governmental body of competent
jurisdiction or through other means, give prompt notice to the Company and allow
the Company, at its expense, to undertake appropriate action to prevent
disclosure of, or to obtain a protective order for, the Records deemed
confidential. Nothing herein (or in any other confidentiality agreement between
the Company and the Investor, if any) shall be deemed to limit the Investor’s
ability to sell Registrable Securities in a manner which is otherwise consistent
with applicable laws and regulations. 

(i) The Company shall hold
in confidence and not make any disclosure of information concerning the Investor
provided to the Company unless (i) disclosure of such information is necessary
to comply with federal or state securities laws, (ii) the disclosure of such
information is necessary to avoid or correct a misstatement or omission in any
Registration Statement or is otherwise required to be disclosed in such
Registration Statement pursuant to the Securities Act, (iii) the release of such
information is ordered pursuant to a subpoena or other final, non-appealable
order from a court or governmental body of competent jurisdiction, or (iv) such
information has been made generally available to the public other than by
disclosure in violation of this Agreement or any other Transaction Document. The
Company agrees that it shall, upon learning that disclosure of such information
concerning the Investor is sought in or by a court or governmental body of
competent jurisdiction or through other means, give prompt written notice to the
Investor and allow the Investor, at the Investor’s expense, to undertake
appropriate action to prevent disclosure of, or to obtain a protective order
for, such information. 

(j) Without limiting any
obligation of the Company under the Purchase Agreement, the Company shall use
its reasonable best efforts either to (i) cause all of the Registrable
Securities covered by each Registration Statement to be listed on each
securities exchange on which securities of the same class or series issued by
the Company are then listed, if any, if the listing of such Registrable
Securities is then permitted under the rules of such exchange or (ii) secure
designation and quotation of all of the Registrable Securities covered by each
Registration Statement on another Trading Market, or (iii) if, despite the
Company’s reasonable best efforts to satisfy the preceding clauses (i) or (ii)
the Company is unsuccessful in satisfying the preceding clauses (i) or (ii),
without limiting the generality of the foregoing, to use its reasonable best
efforts to arrange for at least two market makers to register with the Financial
Industry Regulatory Authority (“FINRA”) as such with
respect to such Registrable Securities. In addition, the Company shall cooperate
with the Investor and any Broker-Dealer through which the Investor proposes to
sell its Registrable Securities in effecting a filing with FINRA pursuant to
FINRA Rule 5110 as requested by the Investor. The Company shall pay all fees and
expenses in connection with satisfying its obligation under this Section 3(j).


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(k) The Company shall
cooperate with the Investor and, to the extent applicable, facilitate the timely
preparation and delivery of certificates (not bearing any restrictive legend)
representing the Registrable Securities to be offered pursuant to a Registration
Statement and enable such certificates to be in such denominations or amounts
(as the case may be) as the Investor may reasonably request from time to time
and registered in such names as the Investor may request. Certificates for
Registrable Securities free from all restrictive legends may be transmitted by
the transfer agent to the Investor by crediting an account at DTC as directed by
the Investor. 

(l) If requested by the
Investor, the Company shall as soon as practicable after receipt of notice from
the Investor and subject to Section 3(q) hereof, (i) incorporate in a prospectus
supplement or post-effective amendment such information as the Investor
reasonably requests to be included therein relating to the sale and distribution
of Registrable Securities, including, without limitation, information with
respect to the number of Registrable Securities being offered or sold, the
purchase price being paid therefor and any other terms of the offering of the
Registrable Securities to be sold in such offering; (ii) make all required
filings of such prospectus supplement or post-effective amendment after being
notified of the matters to be incorporated in such prospectus supplement or
post-effective amendment; and (iii) supplement or make amendments to any
Registration Statement or prospectus contained therein if reasonably requested
by the Investor. 

(m) The Company shall use
its reasonable best efforts to cause the Registrable Securities covered by a
Registration Statement to be registered with or approved by such other
governmental agencies or authorities as may be necessary to consummate the
disposition of such Registrable Securities. 

(n) The Company shall make
generally available to its security holders as soon as practical, but not later
than ninety (90) days after the close of the period covered thereby, an earnings
statement (in form complying with, and in the manner provided by, the provisions
of Rule 158 under the Securities Act) covering a twelve-month period beginning
not later than the first day of the Company’s fiscal quarter next following the
applicable Effective Date of each Registration Statement. 

(o) The Company shall
otherwise use its reasonable best efforts to comply with all applicable rules
and regulations of the SEC in connection with any registration hereunder.


(p) Within one (1) Business
Day after each Registration Statement which covers Registrable Securities is
declared effective by the SEC, the Company shall deliver, and shall cause legal
counsel for the Company to deliver, to the transfer agent for such Registrable
Securities (with copies to the Investor) confirmation that such Registration
Statement has been declared effective by the SEC in the form attached hereto as
Exhibit A. 

10







(q) Notwithstanding
anything to the contrary herein (but subject to the last sentence of this
Section 3(q)), at any time after the Effective Date of a particular Registration
Statement, the Company may delay the disclosure of material, non-public
information concerning the Company or any of its Subsidiaries the disclosure of
which at the time is not, in the good faith opinion of the board of directors of
the Company, in the best interest of the Company and, in the opinion of
counsel to the Company, otherwise required (a “Grace Period”), provided that the Company shall promptly, but
in no event later than 9:30 a.m. (New York City time) on the second Trading Day
immediately prior to the commencement of any Grace Period (except for such case
where it is impossible to provide such two-Trading Day advance notice, in which
case the Company shall provide such notice as soon as possible), notify the
Investor in writing of the (i) existence of material, non-public information
giving rise to a Grace Period (provided that in each such notice the Company
shall not disclose the content of such material, non-public information to the
Investor) and the date on which such Grace Period will begin and (ii) date on
which such Grace Period ends, provided further that (I) no Grace Period shall
exceed 20 consecutive Trading Days and during any 365-day period all such Grace
Periods shall not exceed an aggregate of 60 Trading Days; provided, further,
that the Company shall not register any securities for the account of itself or
any other stockholder during any such Grace Period (other than pursuant to a
registration statement on Form S-4 or S-8), (II) the first day of any Grace
Period must be at least three Trading Days (or such shorter period as may be
agreed by the parties) after the last day of any prior Grace Period and (III) no
Grace Period may exist during (A) the first 10 consecutive Trading Days after
the Effective Date of the particular Registration Statement or (B) the
five-Trading Day period following each Settlement Date (each, an
“Allowable Grace
Period”). For purposes of
determining the length of a Grace Period above, such Grace Period shall begin on
and include the date set forth in the notice referred to in clause (i) above,
provided that such notice is received by the Investor not later than 9:30 a.m.
(New York City time) on the second Trading Day immediately prior to such
commencement date (except for such case where it is impossible to provide such
two-Trading Day advance notice, in which case the Company shall provide such
notice as soon as possible) and shall end on and include the later of the date
the Investor receives the notice referred to in clause (ii) above and the date
referred to in such notice. The provisions of Section 3(l) hereof shall not be
applicable during the period of any Allowable Grace Period. Upon expiration of
each Grace Period, the Company shall again be bound by the first sentence of
Section 3(f) with respect to the information giving rise thereto unless such
material, non-public information is no longer applicable. Notwithstanding
anything to the contrary contained in this Section 3(q), the Company shall cause
its transfer agent to deliver unlegended shares of Common Stock to a transferee
of the Investor in accordance with the terms of the Purchase Agreement in
connection with any sale of Registrable Securities with respect to which the
Investor has entered into a contract for sale, and delivered a copy of the
prospectus included as part of the particular Registration Statement to the
extent applicable, prior to the Investor’s receipt of the notice of a Grace
Period and for which the Investor has not yet settled. 

(r) The Company shall take
all other reasonable actions necessary to expedite and facilitate disposition by
the Investor of its Registrable Securities pursuant to each Registration
Statement. 


11







4. Obligations of the Investor. 

(a) At least five Business
Days prior to the first anticipated filing date of each Registration Statement
(or such shorter period to which the parties agree), the Company shall notify
the Investor in writing of the information the Company requires from the
Investor with respect to such Registration Statement. It shall be a condition
precedent to the obligations of the Company to complete the registration
pursuant to this Agreement with respect to the Registrable Securities of the Investor that the Investor shall
furnish to the Company such information regarding itself, the Registrable
Securities held by it and the intended method of disposition of the Registrable
Securities held by it, as shall be reasonably required to effect and maintain
the effectiveness of the registration of such Registrable Securities and shall
execute such documents in connection with such registration as the Company may
reasonably request. 

(b) The Investor, by its
acceptance of the Registrable Securities, agrees to cooperate with the Company
as reasonably requested by the Company in connection with the preparation and
filing of each Registration Statement hereunder, unless the Investor has
notified the Company in writing of the Investor’s election to exclude all of the
Investor’s Registrable Securities from such Registration Statement. 

(c) The Investor agrees
that, upon receipt of any notice from the Company of the happening of any event
of the kind described in Section 3(g) or the first sentence of 3(f), the
Investor will immediately discontinue disposition of Registrable Securities
pursuant to any Registration Statement(s) covering such Registrable Securities
until the Investor’s receipt of the copies of the supplemented or amended
prospectus contemplated by Section 3(g) or the first sentence of Section 3(f) or
receipt of notice that no supplement or amendment is required. Notwithstanding
anything to the contrary in this Section 4(c), the Company shall cause its
transfer agent to deliver unlegended shares of Common Stock to a transferee of
the Investor in accordance with the terms of the Purchase Agreement in
connection with any sale of Registrable Securities with respect to which the
Investor has entered into a contract for sale prior to the Investor’s receipt of
a notice from the Company of the happening of any event of the kind described in
Section 3(g) or the first sentence of Section 3(f) and for which the Investor
has not yet settled. 

(d) The Investor covenants
and agrees that it will comply with the prospectus delivery and other
requirements of the Securities Act as applicable to it in connection with sales
of Registrable Securities pursuant to a Registration Statement. 

5. Expenses of Registration. 

All reasonable expenses,
other than underwriting discounts and commissions, incurred in connection with
registrations, filings or qualifications pursuant to Sections 2 and 3,
including, without limitation, all registration, listing and qualifications
fees, printers and accounting fees, FINRA filing fees (if any) and fees and
disbursements of counsel for the Company shall be paid by the Company.



12







6. Indemnification. 

(a) In the event any
Registrable Securities are included in any Registration Statement under this
Agreement, to the fullest extent permitted by law, the Company will, and hereby
does, indemnify, hold harmless and defend the Investor, each of its directors,
officers, shareholders, members, partners, employees, agents, advisors,
representatives (and any other Persons with a functionally equivalent role of a
Person holding such titles notwithstanding the lack of such title or any other
title) and each Person, if any, who controls the Investor within the meaning of
the Securities Act or the Exchange Act and each of the directors, officers,
shareholders, members, partners,
employees, agents, advisors, representatives (and any other Persons with a
functionally equivalent role of a Person holding such titles notwithstanding the
lack of such title or any other title) of such controlling Persons (each, an
“Investor
Party” and collectively, the
“Investor
Parties”), against any
losses, obligations, claims, damages, liabilities, contingencies, judgments,
fines, penalties, charges, costs (including, without limitation, court costs,
reasonable attorneys’ fees, costs of defense and investigation), amounts paid in
settlement or expenses, joint or several, (collectively, “Claims”) incurred in investigating, preparing or defending any action, claim,
suit, inquiry, proceeding, investigation or appeal taken from the foregoing by
or before any court or governmental, administrative or other regulatory agency,
body or the SEC, whether pending or threatened, whether or not an Investor Party
is or may be a party thereto (“Indemnified Damages”),
to which any of them may become subject insofar as such Claims (or actions or
proceedings, whether commenced or threatened, in respect thereof) arise out of
or are based upon: (i) any untrue statement or alleged untrue statement of a
material fact in a Registration Statement or any post-effective amendment
thereto or in any filing made in connection with the qualification of the
offering under the securities or other “Blue Sky” laws of any jurisdiction in
which Registrable Securities are offered (“Blue Sky Filing”), or the omission or alleged omission to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading or (ii) any untrue statement or alleged untrue statement
of a material fact contained in any prospectus (as amended or supplemented) or
in any prospectus supplement or the omission or alleged omission to state
therein any material fact necessary to make the statements made therein, in
light of the circumstances under which the statements therein were made, not
misleading (the matters in the foregoing clauses (i) and (ii) being,
collectively, “Violations”). Subject
to Section 6(c), the Company shall reimburse the Investor Parties, promptly as
such expenses are incurred and are due and payable, for any legal fees or other
reasonable expenses incurred by them in connection with investigating or
defending any such Claim. Notwithstanding anything to the contrary contained
herein, the indemnification agreement contained in this Section 6(a): (i) shall
not apply to a Claim by an Investor Party arising out of or based upon a
Violation which occurs in reliance upon and in conformity with information
furnished in writing to the Company by such Investor Party for such Investor
Party expressly for use in connection with the preparation of such Registration
Statement, prospectus or prospectus supplement or any such amendment thereof or
supplement thereto; (ii) shall not be available to the Investor to the extent
such Claim is based on a failure of the Investor to deliver or to cause to be
delivered the prospectus (as amended or supplemented) made available by the
Company (to the extent applicable), including, without limitation, a corrected
prospectus, if such prospectus (as amended or supplemented) or corrected
prospectus was timely made available by the Company pursuant to Section 3(d) and
then only if, and to the extent that, following the receipt of the corrected
prospectus no grounds for such Claim would have existed; and (iii) shall not
apply to amounts paid in settlement of any Claim if such settlement is effected
without the prior written consent of the Company, which consent shall not be
unreasonably withheld or delayed. Such indemnity shall remain in full force and
effect regardless of any investigation made by or on behalf of the Investor
Party and shall survive the transfer of any of the Registrable Securities by the
Investor pursuant to Section 9. 

13







(b) In connection with any
Registration Statement in which the Investor is participating, the Investor
agrees to severally and not jointly indemnify, hold harmless and defend, to the
same extent and in the same manner as is set forth in Section 6(a), the Company,
each of its directors, each of its officers who signs the Registration Statement
and each Person, if any, who controls the Company within the meaning of
the Securities Act or the Exchange Act (each, an “Company Party”), against any Claim or Indemnified Damages to
which any of them may become subject, under the Securities Act, the Exchange Act
or otherwise, insofar as such Claim or Indemnified Damages arise out of or are
based upon any Violation, in each case, to the extent, and only to the extent,
that such Violation occurs in reliance upon and in conformity with written
information relating to the Investor furnished to the Company by the Investor
expressly for use in connection with such Registration Statement; and, subject
to Section 6(c) and the below provisos in this Section 6(b), the Investor will
reimburse a Company Party any legal or other expenses reasonably incurred by
such Company Party in connection with investigating or defending any such Claim;
provided, however, the indemnity
agreement contained in this Section 6(b) and the agreement with respect to
contribution contained in Section 7 shall not apply to amounts paid in
settlement of any Claim if such settlement is effected without the prior written
consent of the Investor, which consent shall not be unreasonably withheld or
delayed, provided further that the Investor shall be liable under this Section
6(b) for only that amount of a Claim or Indemnified Damages as does not exceed
the net proceeds to the Investor as a result of the applicable sale of
Registrable Securities pursuant to such Registration Statement. Such indemnity
shall remain in full force and effect regardless of any investigation made by or
on behalf of such Company Party and shall survive the transfer of any of the
Registrable Securities by the Investor pursuant to Section 9. 

(c) Promptly after receipt
by an Investor Party or Company Party (as the case may be) under this Section 6
of notice of the commencement of any action or proceeding (including, without
limitation, any governmental action or proceeding) involving a Claim, such
Investor Party or Company Party (as the case may be) shall, if a Claim in
respect thereof is to be made against any indemnifying party under this Section
6, deliver to the indemnifying party a written notice of the commencement
thereof, and the indemnifying party shall have the right to participate in, and,
to the extent the indemnifying party so desires, jointly with any other
indemnifying party similarly noticed, to assume control of the defense thereof
with counsel mutually satisfactory to the indemnifying party and the Investor
Party or the Company Party (as the case may be); provided, however, an Investor Party or Company Party (as the case
may be) shall have the right to retain its own counsel with the fees and
expenses of such counsel to be paid by the indemnifying party if: (i) the
indemnifying party has agreed in writing to pay such fees and expenses; (ii) the
indemnifying party shall have failed promptly to assume the defense of such
Claim and to employ counsel reasonably satisfactory to such Investor Party or
Company Party (as the case may be) in any such Claim; or (iii) the named parties
to any such Claim (including, without limitation, any impleaded parties) include
both such Investor Party or Company Party (as the case may be) and the
indemnifying party, and such Investor Party or such Company Party (as the case
may be) shall have been advised by counsel that a conflict of interest is likely
to exist if the same counsel were to represent such Investor Party or such
Company Party and the indemnifying party (in which case, if such Investor Party
or such Company Party (as the case may be) notifies the indemnifying party in
writing that it elects to employ separate counsel at the expense of the
indemnifying party, then the indemnifying party shall not have the right to
assume the defense thereof on behalf of the indemnified party and such counsel
shall be at the expense of the indemnifying party, provided further that in the
case of clause (iii) above the indemnifying party shall not be responsible for
the reasonable fees and expenses of more than one (1) separate legal counsel for
all Investor Parties or Company Parties (as the case may be). The Company Party
or Investor Party (as the case may be) shall reasonably cooperate with the indemnifying party in connection with any
negotiation or defense of any such action or Claim by the indemnifying party and
shall furnish to the indemnifying party all information reasonably available to
the Company Party or Investor Party (as the case may be) which relates to such
action or Claim. The indemnifying party shall keep the Company Party or Investor
Party (as the case may be) reasonably apprised at all times as to the status of
the defense or any settlement negotiations with respect thereto. No indemnifying
party shall be liable for any settlement of any action, claim or proceeding
effected without its prior written consent; provided, however, the indemnifying party shall not unreasonably
withhold, delay or condition its consent. No indemnifying party shall, without
the prior written consent of the Company Party or Investor Party (as the case
may be), consent to entry of any judgment or enter into any settlement or other
compromise which does not include as an unconditional term thereof the giving by
the claimant or plaintiff to such Company Party or Investor Party (as the case
may be) of a release from all liability in respect to such Claim or litigation,
and such settlement shall not include any admission as to fault on the part of
the Company Party. For the avoidance of doubt, the immediately preceding
sentence shall apply to Sections 6(a) and 6(b) hereof. Following indemnification
as provided for hereunder, the indemnifying party shall be subrogated to all
rights of the Company Party or Investor Party (as the case may be) with respect
to all third parties, firms or corporations relating to the matter for which
indemnification has been made. The failure to deliver written notice to the
indemnifying party within a reasonable time of the commencement of any such
action shall not relieve such indemnifying party of any liability to the
Investor Party or Company Party (as the case may be) under this Section 6,
except to the extent that the indemnifying party is materially and adversely
prejudiced in its ability to defend such action. 

14







(d) No Person involved in
the sale of Registrable Securities who is guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) in connection with
such sale shall be entitled to indemnification from any Person involved in such
sale of Registrable Securities who is not guilty of fraudulent
misrepresentation. 

(e) The indemnification
required by this Section 6 shall be made by periodic payments of the amount
thereof during the course of the investigation or defense, as and when bills are
received or Indemnified Damages are incurred; provided that the Investor shall promptly reimburse the Company for all such
payments to the extent a court of competent jurisdiction determines that any
Investor Party was not entitled to such payments. 

(f) The indemnity and
contribution agreements contained herein shall be in addition to (i) any cause
of action or similar right of the Company Party or Investor Party against the
indemnifying party or others, and (ii) any liabilities the indemnifying party
may be subject to pursuant to the law. 

7. Contribution. 

To the extent any
indemnification by an indemnifying party is prohibited or limited by law, the
indemnifying party agrees to make the maximum contribution with respect to any
amounts for which it would otherwise be liable under Section 6 to the fullest
extent permitted by law; provided, however: (i) no contribution shall be made under circumstances where the maker
would not have been liable for indemnification under the fault standards set
forth in Section 6 of this Agreement, (ii)
no Person involved in the sale of Registrable Securities which Person is guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) in connection with such sale shall be entitled to contribution
from any Person involved in such sale of Registrable Securities who was not
guilty of fraudulent misrepresentation; and (iii) contribution by any seller of
Registrable Securities shall be limited in amount to the amount of net proceeds
received by such seller from the applicable sale of such Registrable Securities
pursuant to such Registration Statement. Notwithstanding the provisions of this
Section 7, the Investor shall not be required to contribute, in the aggregate,
any amount in excess of the amount by which the net proceeds actually received
by the Investor from the applicable sale of the Registrable Securities subject
to the Claim exceeds the amount of any damages that the Investor has otherwise
been required to pay, or would otherwise be required to pay under Section 6(b),
by reason of such untrue or alleged untrue statement or omission or alleged
omission. 

15







8. Reports Under the Exchange Act. 

With a view to making
available to the Investor the benefits of Rule 144, the Company agrees to:


(a) use its reasonable best
efforts to make and keep public information available, as those terms are
understood and defined in Rule 144; 

(b) use its reasonable best
efforts to file with the SEC in a timely manner all reports and other documents
required of the Company under the Securities Act and the Exchange Act so long as
the Company remains subject to such requirements (it being understood that
nothing herein shall limit any of the Company’s obligations under the Purchase
Agreement) and the filing of such reports and other documents is required for
the applicable provisions of Rule 144; 

(c) furnish to the Investor
so long as the Investor owns Registrable Securities, promptly upon request, (i)
a written statement by the Company, if true, that it has complied with the
reporting, submission and posting requirements of Rule 144 and the Exchange Act,
(ii) a copy of the most recent annual or quarterly report of the Company and
such other reports and documents so filed by the Company with the SEC if such
reports are not publicly available via EDGAR, and (iii) such other information
as may be reasonably requested to permit the Investor to sell such securities
pursuant to Rule 144 without registration; and 

(d) take such additional
action as is reasonably requested by the Investor to enable the Investor to sell
the Registrable Securities pursuant to Rule 144, including, without limitation,
delivering all such legal opinions, consents, certificates, resolutions and
instructions to the Company’s Transfer Agent as may be reasonably requested from
time to time by the Investor and otherwise fully cooperate with Investor and
Investor’s broker to effect such sale of securities pursuant to Rule 144.


9. Assignment of Registration Rights. 

The Company shall not
assign this Agreement or any rights or obligations hereunder without the prior
written consent of the Investor. The Investor may not assign its rights under
this Agreement other than to an affiliate of the Investor. 

16







10. Amendment or Waiver. 

No provision of this
Agreement may be amended or waived by the parties from and after the date that
is one Trading Day immediately preceding the initial filing of the Registration
Statement with the SEC. Subject to the immediately preceding sentence, no
provision of this Agreement may be (i) amended other than by a written
instrument signed by both parties hereto or (ii) waived other than in a written
instrument signed by the party against whom enforcement of such waiver is
sought. Failure of any party to exercise any right or remedy under this
Agreement or otherwise, or delay by a party in exercising such right or remedy,
shall not operate as a waiver thereof. 

11. Miscellaneous. 

(a) Solely for purposes of
this Agreement, a Person is deemed to be a holder of Registrable Securities
whenever such Person owns or is deemed to own of record such Registrable
Securities. If the Company receives conflicting instructions, notices or
elections from two or more Persons with respect to the same Registrable
Securities, the Company shall act upon the basis of instructions, notice or
election received from such record owner of such Registrable Securities.


(b) Any notices, consents,
waivers or other communications required or permitted to be given under the
terms of this Agreement shall be given in accordance with Section 10.4 of the
Purchase Agreement. 

(c) Failure of any party to
exercise any right or remedy under this Agreement or otherwise, or delay by a
party in exercising such right or remedy, shall not operate as a waiver thereof.
The Company and the Investor acknowledge and agree that irreparable damage would
occur in the event that any of the provisions of this Agreement were not
performed in accordance with their specific terms or were otherwise breached. It
is accordingly agreed that either party shall be entitled to an injunction or
injunctions to prevent or cure breaches of the provisions of this Agreement by
the other party and to enforce specifically the terms and provisions hereof
(without the necessity of showing economic loss and without any bond or other
security being required), this being in addition to any other remedy to which
either party may be entitled by law or equity. 

(d) All questions
concerning the construction, validity, enforcement and interpretation of this
Agreement shall be governed by the internal laws of the State of New York,
without giving effect to any choice of law or conflict of law provision or rule
(whether of the State of New York or any other jurisdictions) that would cause
the application of the laws of any jurisdictions other than the State of New
York. Each party hereby irrevocably submits to the exclusive jurisdiction of the
federal courts sitting in The City of New York, Borough of Manhattan, for the
adjudication of any dispute hereunder or in connection herewith or with any
transaction contemplated hereby or discussed herein, and hereby irrevocably
waives, and agrees not to assert in any suit, action or proceeding, any claim
that it is not personally subject to the jurisdiction of any such court, that
such suit, action or proceeding is brought in an inconvenient forum or that the
venue of such suit, action or proceeding is improper. Each party hereby
irrevocably waives personal service of process and consents to process being
served in any such suit, action or
proceeding by mailing a copy thereof to such party at the address for such
notices to it under this Agreement and agrees that such service shall constitute
good and sufficient service of process and notice thereof. Nothing contained
herein shall be deemed to limit in any way any right to serve process in any
manner permitted by law. If any provision of this Agreement shall be invalid or
unenforceable in any jurisdiction, such invalidity or unenforceability shall not
affect the validity or enforceability of the remainder of this Agreement in that
jurisdiction or the validity or enforceability of any provision of this
Agreement in any other jurisdiction. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY
RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE
ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT
OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. 

17







(e) The Transaction
Documents set forth the entire agreement and understanding of the parties solely
with respect to the subject matter thereof and supersedes all prior and
contemporaneous agreements, negotiations and understandings between the parties,
both oral and written, solely with respect to such matters. There are no
promises, undertakings, representations or warranties by either party relative
to subject matter hereof not expressly set forth in the Transaction Documents.
Notwithstanding anything in this Agreement to the contrary and without
implication that the contrary would otherwise be true, nothing contained in this
Agreement shall limit, modify or affect in any manner whatsoever (i) the
conditions precedent to a Draw Down contained in Article VII of the Purchase
Agreement, including, without limitation, the condition precedent contained in
Section 7.2(iii) thereof or (ii) any of the Company’s obligations under the
Purchase Agreement. 

(f) Subject to compliance
with Section 9, this Agreement shall inure to the benefit of and be binding upon
the permitted successors and assigns of each of the parties hereto. This
Agreement is not for the benefit of, nor may any provision hereof be enforced
by, any Person, other than the parties hereto, their respective permitted
successors and assigns and the Persons referred to in Sections 6 and 7 hereof.


(g) The headings in this
Agreement are for convenience of reference only and shall not limit or otherwise
affect the meaning hereof. Unless the context clearly indicates otherwise, each
pronoun herein shall be deemed to include the masculine, feminine, neuter,
singular and plural forms thereof. The terms “including,” “includes,” “include”
and words of like import shall be construed broadly as if followed by the words
“without limitation.” The terms “herein,” “hereunder,” “hereof” and words of
like import refer to this entire Agreement instead of just the provision in
which they are found. 

(h) This Agreement may be
executed in two or more identical counterparts, all of which shall be considered
one and the same agreement and shall become effective when counterparts have
been signed by each party and delivered to the other party. If any signature is
delivered by facsimile transmission or by an e-mail which contains a portable
document format (.pdf) file of an executed signature page, such signature page
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
signature page were an original thereof. 

18







(i) Each party shall do and
perform, or cause to be done and performed, all such further acts and things,
and shall execute and deliver all such other agreements, certificates,
instruments and documents as any other party may reasonably request in order to
carry out the intent and accomplish the purposes of this Agreement and the
consummation of the transactions contemplated hereby. 

(j) The language used in
this Agreement will be deemed to be the language chosen by the parties to
express their mutual intent and no rules of strict construction will be applied
against any party. 

[signature pages follow] 

19







IN WITNESS
WHEREOF, Investor and the Company
have caused their respective signature page to this Registration Rights
Agreement to be duly executed as of the date first written above. 


	
      COMPANY:
      
	
	 	 
	 	
	
      BIOHEART, INC.
      
	
	 	
	By:	/s/Mike Tomàs	 
	 		 
	Name:	    
      Mike Tomàs	
	Title:	    
      President & CEO	




20







IN WITNESS
WHEREOF, Investor and the Company
have caused their respective signature page to this Registration Rights
Agreement to be duly executed as of the date first written above. 


	
      INVESTOR:
      

		 
	
      MAGNA EQUITIES II,
      LLC, a New York limited liability company:

		 
		 
	     	By:	   /s/ Joshua Sason	 
		Name: Joshua
    Sason
		Title: CEO




21







EXHIBIT A 

FORM OF NOTICE OF
EFFECTIVENESS
OF
REGISTRATION STATEMENT


	
	 
	 
	Attention: 	 



Re:       Bioheart, Inc. 

Ladies and Gentlemen:


[We are][I am] counsel to
Bioheart, Inc., a Florida corporation (the “Company”), and have represented the Company in connection with that certain
Common Stock Purchase Agreement, dated October 23, 2014 (the “Purchase Agreement”), entered into by and among the Company and the
Investor named therein (the “Holder”) pursuant to
which the Company will issue to the Holder from time to time shares of the
Company’s common stock, $0.001 par value per share (the ”Common Stock”). Pursuant to the Purchase Agreement, the
Company also has entered into a Registration Rights Agreement with the Holder
(the “Registration Rights
Agreement”) pursuant to which
the Company agreed, among other things, to register the offer and sale of the
Registrable Securities (as defined in the Registration Rights Agreement) under
the Securities Act of 1933, as amended (the “Securities Act”). In connection with the Company’s obligations
under the Registration Rights Agreement, on ____________ ___, 2014, the Company
filed a Registration Statement on Form S-1 (File No. 333-_____________) (the
“Registration
Statement”) with the
Securities and Exchange Commission (the “SEC”) relating to the Registrable Securities which names the Holder as an
underwriter and a selling stockholder thereunder. 

In connection with the
foregoing, based solely upon oral advice from the staff of the SEC, the
Registration Statement was declared effective under the Securities Act on [ENTER
DATE OF EFFECTIVENESS], and no stop order suspending its effectiveness has been
issued and no proceedings for that purpose have been instituted or overtly
threatened. 

This letter shall serve as
our standing opinion to you that the shares of Common Stock are freely
transferable by the Holder pursuant to the Registration Statement, provided the
Registration Statement remains effective. 


	Very truly yours,	
	 	
	
      [ISSUER’S
      COUNSEL]
	
	 	
	
      By:
	 	




CC:       [LIST NAMES OF
HOLDERS]

A-1 







EXHIBIT B 

SELLING STOCKHOLDER


This prospectus relates to
the possible resale from time to time by the selling stockholder of any or all
of the shares of common stock that have been or may be issued by us to MEII
under the Purchase Agreement. For additional information regarding the issuance
of common stock covered by this prospectus, see “Equity Enhancement Program With
MEII” above. We are registering the shares of common stock pursuant to the
provisions of the Registration Rights Agreement we entered into with MEII on
October 23, 2014 in order to permit the selling stockholder to offer the shares
for resale from time to time. Except for the transactions contemplated by the
Purchase Agreement and the Registration Rights Agreement, MEII has not had any
material relationship with us within the past three years. 

The table below presents
information regarding the selling stockholder and the shares of common stock
that it may offer from time to time under this prospectus. This table is
prepared based on information supplied to us by the selling stockholder, and
reflects holdings as of____________, 2014. As used in this prospectus, the term
“selling stockholder” means MEII. The number of shares in the column “Maximum
Number of Shares of Common Stock to be Offered Pursuant to this Prospectus”
represents all of the shares of common stock that the selling stockholder may
offer under this prospectus. The selling stockholder may sell some, all or none
of its shares in this offering. We do not know how long the selling stockholder
will hold the shares before selling them, and we currently have no agreements,
arrangements or understandings with the selling stockholder regarding the sale
of any of the shares. 

Beneficial ownership is
determined in accordance with Rule 13d-3(d) promulgated by the SEC under the
Exchange Act, and includes shares of common stock with respect to which the
selling stockholder has voting and investment power. The percentage of shares of
common stock beneficially owned by the selling stockholder prior to the offering
shown in the table below is based on an aggregate of _____________shares of our
common stock outstanding on ________________2014. Because the purchase price of
the shares of common stock issuable under the Purchase Agreement is determined
on each settlement date, the number of shares that may actually be sold by the
Company under the Purchase Agreement may be fewer than the number of shares
being offered by this prospectus. The fourth column assumes the sale of all of
the shares offered by the selling stockholder pursuant to this prospectus.


B-1 








	Name of Selling
      Stockholder	 	      	Number of Shares
      of
Common Stock Owned Prior
to Offering	      	Maximum Number
      of
Shares of Common Stock
to be Offered Pursuant to
this
      Prospectus	      	Number of Shares
      of
Common Stock Owned After
Offering
			Number(1)	      	Percent(2)			 	Number(3)	      	Percent(2)
	Magna Equities II, LLC (4)	 	 	 	4.99%	 	143,812,591				


____________________


	*		
      Represents beneficial
      ownership of less than one percent of the outstanding shares of our common
      stock. 

		      	
	(1)		This number
      represents (i) __________shares of common stock underlying a senior
      convertible note we issued to MEII on October 7, 2014, which provides that
      we may not issue shares of our common stock to Magna to the extent that
      Magna or any of its affiliates would, at any time, beneficially own more
      than 4.99% of our outstanding common stock, and (ii) the 9,109,128 shares
      of common stock we issued to MEII on October 23, 2014 as Initial
      Commitment Shares in consideration for entering into the Purchase
      Agreement with us. In accordance with Rule 13d-3(d) under the Exchange
      Act, we have excluded from the number of shares beneficially owned prior
      to the offering (i) up to ___________shares that may be issued to MEII as
      Additional Commitment Shares under the terms of the Purchase Agreement,
      because the issuance of such shares is dependent on, among other things,
      the registration statement of which this prospectus is a part becoming
      effective and (ii) all of the shares that MEII may be required to purchase
      pursuant to draw downs under the Purchase Agreement, because the issuance
      of such shares is solely at our discretion and is subject to certain
      conditions, the satisfaction of all of which are outside of MEII’s
      control, including the registration statement of which this prospectus is
      a part becoming and remaining effective. Furthermore, the maximum amount
      of each put of common stock to MEII under the Purchase Agreement is
      subject to certain agreed upon threshold limitations set forth in the
      Purchase Agreement. Also, under the terms of the Purchase Agreement, we
      may not issue shares of our common stock to MEII to the extent that MEII
      or any of its affiliates would, at any time, beneficially own more than
      9.99% of our outstanding common stock.
	 
	(2)		Applicable percentage
      ownership is based on 15,890,872 shares of our common stock outstanding as
      of October 23rd, 2014.
	 
	(3)		Assumes the sale of
      all shares being offered pursuant to this prospectus.
	 
	(4)		The business address
      of MEII is c/o Magna, 5 Hanover Square, New York, New York 10004. MEII’s
      principal business is that of a private investment firm. We have been
      advised that MEII is not a member of the Financial Industry Regulatory
      Authority, or FINRA, or an independent broker-dealer, and that neither
      MEII nor any of its affiliates is an affiliate or an associated person of
      any FINRA member or independent broker-dealer. We have been further
      advised that Joshua Sason is the Chief Executive Officer and managing
      member of MEII and owns all of the membership interests in MEII, and that
      Mr. Sason has sole power to vote or to direct the vote and sole power to
      dispose or to direct the disposition of all securities owned directly by
      MEII.


B-2 







PLAN OF DISTRIBUTION


We are registering shares
of common stock that have been or may be issued by us from time to time to MEII
under the Purchase Agreement to permit the resale of these shares of common
stock after the issuance thereof by the selling stockholder from time to time
after the date of this prospectus. We will not receive any of the proceeds from
the sale by the selling stockholder of the shares of common stock. We will bear
all fees and expenses incident to our obligation to register the shares of
common stock. 

The selling stockholder may
decide not to sell any shares of common stock. The selling stockholder may sell
all or a portion of the shares of common stock beneficially owned by it and
offered hereby from time to time directly or through one or more underwriters,
broker-dealers or agents, who may receive compensation in the form of discounts,
concessions or commissions from the selling stockholder and/or the purchasers of
the shares of common stock for whom they may act as agent. In effecting sales,
broker-dealers that are engaged by the selling stockholder may arrange for other
broker-dealers to participate. MEII is an “underwriter” within the meaning of
the Securities Act. Any brokers, dealers or agents who participate in the
distribution of the shares of common stock by the selling stockholder may also
be deemed to be “underwriters,” and any profits on the sale of the shares of
common stock by them and any discounts, commissions or concessions received by
any such brokers, dealers or agents may be deemed to be underwriting discounts
and commissions under the Securities Act. MEII has advised us that it will use
an unaffiliated broker-dealer to effectuate all resales of our common stock. To
our knowledge, MEII has not entered into any agreement, arrangement or
understanding with any particular broker-dealer or market maker with respect to
the shares of common stock offered hereby, nor do we know the identity of the
broker-dealers or market makers that may participate in the resale of the
shares. Because MEII is, and any other selling stockholder, broker, dealer or
agent may be deemed to be, an “underwriter” within the meaning of the Securities
Act, MEII will (and any other selling stockholder, broker, dealer or agent may)
be subject to the prospectus delivery requirements of the Securities Act and may
be subject to certain statutory liabilities of the Securities Act (including,
without limitation, Sections 11, 12 and 17 thereof) and Rule 10b-5 under the
Exchange Act. 

B-3 







The selling stockholder
will act independently of us in making decisions with respect to the timing,
manner and size of each sale. The shares of common stock may be sold in one or
more transactions at fixed prices, at prevailing market prices at the time of
the sale, at varying prices determined at the time of sale, or at negotiated
prices. These sales may be effected in transactions, which may involve crosses
or block transactions, pursuant to one or more of the following methods:


	on any national securities exchange or
  quotation service on which the securities may be listed or quoted at the time of sale;
  
 
  
	in the over-the-counter market in
  accordance with the rules of NASDAQ; 
 
  
	in transactions otherwise than on
  these exchanges or systems or in the over-the-counter market;  
 
	through the writing or settlement of
  options, whether such options are listed on an options exchange or otherwise; 
 
  
	ordinary brokerage transactions and
  transactions in which the broker-dealer solicits purchasers; 
 
  
	block trades in which the
  broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block
  as principal to facilitate the transaction; 
 
  
	purchases by a broker-dealer as
  principal and resale by the broker-dealer for its account; 
 
  
	an exchange distribution in accordance
  with the rules of the applicable exchange; 
 
  
	privately negotiated
  transactions; 
 
  
	broker-dealers may agree with the
  selling stockholder to sell a specified number of such shares at a stipulated price per
  share; 
 
  
	a combination of any such methods of
  sale; and 
 
  
	any other method permitted pursuant to
  applicable law. 


In addition, the selling
stockholder may transfer the shares of common stock by other means not described
in this prospectus. 


B-4 







Any broker-dealer
participating in such transactions as agent may receive commissions from the
selling stockholder (and, if they act as agent for the purchaser of such shares,
from such purchaser). MEII has informed us that each such broker-dealer will
receive commissions from MEII which will not exceed customary brokerage
commissions. Broker-dealers may agree with the selling stockholder to sell a
specified number of shares at a stipulated price per share, and, to the extent
such a broker-dealer is unable to do so acting as agent for the selling
stockholder, to purchase as principal any unsold shares at the price required to
fulfill the broker-dealer commitment to the selling stockholder. Broker-dealers
who acquire shares as principal may thereafter resell such shares from time to
time in one or more transactions (which may involve crosses and block
transactions and which may involve sales to and through other broker-dealers,
including transactions of the nature described above and pursuant to the one or
more of the methods described above) at fixed prices, at prevailing market
prices at the time of the sale, at varying prices determined at the time of
sale, or at negotiated prices, and in connection with such resales may pay to or
receive from the purchasers of such shares commissions computed as described
above. To the extent required under the Securities Act, an amendment to this
prospectus or a supplemental prospectus will be filed, disclosing: 

	the name of any such
  broker-dealers; 
 
  
	the number of shares involved;
  
 
	the price at which such shares are to
  be sold; 
 
  
	the commission paid or discounts or
  concessions allowed to such broker-dealers, where applicable; 
 
  
	that such broker-dealers did not
  conduct any investigation to verify the information set out or incorporated by reference in this
  prospectus, as supplemented; and 
 
  
	other facts material to the
  transaction. 


MEII has informed us that
it does not have any written or oral agreement or understanding, directly or
indirectly, with any person to distribute the common stock.

Under the securities laws
of some states, the shares of common stock may be sold in such states only
through registered or licensed brokers or dealers. In addition, in some states
the shares of common stock may not be sold unless such shares have been
registered or qualified for sale in such state or an exemption from registration
or qualification is available and is complied with. 

There can be no assurance
that the selling stockholder will sell any or all of the shares of common stock
registered pursuant to the registration statement, of which this prospectus
forms a part. 

Underwriters and purchasers
that are deemed underwriters under the Securities Act may engage in transactions
that stabilize, maintain or otherwise affect the price of the common stock,
including the entry of stabilizing bids or syndicate covering transactions or
the imposition of penalty bids. The selling stockholder and any other person
participating in the sale or distribution of the shares of common stock will be
subject to applicable provisions of the Exchange Act and the rules and
regulations thereunder (including, without limitation, Regulation M of the
Exchange Act), which may restrict certain activities of, and limit the timing of
purchases and sales of any of the shares of common stock by, the selling
stockholder and any other participating person. To the extent applicable,
Regulation M may also restrict the ability of any person engaged in the
distribution of the shares of common stock to engage in market-making and
certain other activities with respect to the shares of common stock. In
addition, the anti-manipulation rules under the Exchange Act may apply to sales
of the shares of common stock in the market. All of the foregoing may affect the
marketability of the shares of common stock and the ability of any person or
entity to engage in market-making activities with respect to the shares of
common stock. 

B-5 







We have agreed to pay all
expenses of the registration of the shares of common stock pursuant to the
registration rights agreement, estimated to be $[ ] in total, including, without
limitation, Securities and Exchange Commission filing fees and expenses of
compliance with state securities or “Blue Sky” laws; provided, however, MEII
will pay all selling commissions, concessions and discounts, and other amounts
payable to underwriters, dealers or agents, if any, as well as transfer taxes
and certain other expenses associated with the sale of the shares of common
stock. We have agreed to indemnify MEII and certain other persons against
certain liabilities in connection with the offering of shares of common stock
offered hereby, including liabilities arising under the Securities Act
or, if such indemnity is unavailable, to contribute amounts required to be paid
in respect of such liabilities. MEII has agreed to indemnify us against
liabilities under the Securities Act that may arise from any written information
furnished to us by MEII specifically for use in this prospectus or, if such
indemnity is unavailable, to contribute amounts required to be paid in respect
of such liabilities. 

At any time a particular
offer of the shares of common stock is made by the selling stockholder, a
revised prospectus or prospectus supplement, if required, will be distributed.
Such prospectus supplement or post-effective amendment will be filed with the
Securities and Exchange Commission to reflect the disclosure of any required
additional information with respect to the distribution of the shares of common
stock. We may suspend the sale of shares by the selling stockholder pursuant to
this prospectus for certain periods of time for certain reasons, including if
the prospectus is required to be supplemented or amended to include additional
material information. 

B-6