REGISTRATION RIGHTS
AGREEMENT 

THIS REGISTRATION RIGHTS
AGREEMENT (this
“Agreement”) is made and entered into as of October 7, 2014,
between Bioheart, Inc., a Florida corporation (the
“Company”), and Magna Equities II, LLC, a
New York limited liability company (the “Investor”). 

In connection with the
Securities Purchase Agreement, dated as of October 7, 2014, entered into by the
Company and the Investor (the “Securities Purchase Agreement”), the Company has agreed, upon the terms and subject to the conditions
of the Securities Purchase Agreement, to issue and sell to the Investor a
promissory note of the Company (the “Note”), which will,
among other things, be convertible into shares of the Company’s common stock,
$0.001 par value per share (the “Common Stock”) to the
Investor (as converted, the “Conversion Shares”) in
accordance with the terms of the Note. 

To induce the Investor to
consummate the transactions contemplated by the Securities Purchase Agreement,
the Company has agreed to provide certain registration rights under the 1933 Act
of 1933, as amended, and the rules and regulations thereunder, or any similar
successor statute (collectively, the “1933 Act”), and
applicable state securities laws. 

The Company and the
Investor hereby agrees as follows: 

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

“Initial Registration
Statement” means the initial
Registration Statement filed pursuant to this Agreement. 

“Person” means an
individual or corporation, partnership, trust, incorporated or unincorporated
association, joint venture, limited liability company, joint stock company,
government (or an agency or subdivision thereof) or other entity of any kind.


“Prospectus” means the
prospectus included in a Registration Statement (including, without limitation,
a prospectus that includes any information previously omitted from a prospectus
filed as part of an effective registration statement in reliance upon Rule 430A
promulgated by the SEC pursuant to the 1933 Act), as amended or supplemented by
any prospectus supplement, with respect to the terms of the offering of any
portion of the Registrable Securities covered by a Registration Statement, and
all other amendments and supplements to the Prospectus, including post-effective
amendments, and all material incorporated by reference or deemed to be
incorporated by reference in such Prospectus. 







“Effectiveness
Deadline” means, (i) with
respect to the Initial Registration Statement required to be filed hereunder,
the earlier of (A) the 120th calendar day after the date of hereof in
the event that such Registration Statement is subject to a limited or full
review by the SEC and (B) the fifth Trading 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
which may be required pursuant to Section 2, the earlier of (A) the
90th calendar day following the date on which an additional
Registration Statement is required to be filed hereunder in the event that such
Registration Statement is subject to a limited or full review by the SEC and (B)
the fifth Trading 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. 

“Filing Deadline”
means, with respect to the Initial Registration Statement required hereunder,
the 45th calendar day after the date of hereof, and, with respect to
any additional Registration Statements which may be required pursuant to Section
2, the earliest practical date on which the Company is permitted to file such
additional Registration Statement related to the Registrable Securities (taking
into account any Staff position with respect to date on which the Staff will
permit such additional Registration Statement to be filed with the SEC).


“Registrable
Securities” means, as of any
date of determination, (a) all Conversion Shares then issuable upon conversion
in full of the Note (assuming on such date the Note are converted in full
without regard to any conversion limitations therein), and (b) any securities
issued or then issuable upon any stock split, dividend or other distribution,
recapitalization or similar event with respect to the foregoing; provided,
however, that any such Registrable Securities shall cease to be Registrable
Securities for so long as (x) a Registration Statement with respect to the sale
of such Registrable Securities is declared effective by the SEC under the 1933
Act and such Registrable Securities have been disposed of in accordance with
such effective Registration Statement, or (y) such Registrable Securities have
been previously sold in accordance with Rule 144. 

“Registration
Statement” means any
registration statement required to be filed hereunder pursuant to Section 2,
including (in each case) the Prospectus, amendments and supplements to any such
registration statement or Prospectus, including pre- and post-effective
amendments, all exhibits thereto, and all material incorporated by reference or
deemed to be incorporated by reference in any such registration statement.


“Rule 144” means Rule 144 promulgated by the SEC pursuant to
the 1933 Act, as such rule may be amended from time to time, or any similar rule
or regulation hereafter adopted by the SEC having substantially the same effect
as such rule. 

“Rule
415” means Rule 415
promulgated by the SEC pursuant to the 1933 Act, as such Rule may be amended or
interpreted from time to time, or any similar rule or regulation hereafter
adopted by the SEC having substantially the same purpose and effect as such
Rule. 

“SEC” means the United States Securities and Exchange
Commission. 

2







Section 2. Registration
Statement Requirements.

(a) The Company shall prepare
and, as soon as practicable, but in no event later than the Filing Deadline,
file with the SEC the Initial Registration Statement on Form S-1, or such other
form reasonably acceptable to the Investor, covering the resale by the Investor
of all or such portion of the Registrable Securities (as determined on the date
of such filing and the effective date of such Registration Statement, as
applicable) as permitted by the SEC (provided that the Company shall use
diligent efforts to advocate with the SEC for the registration of all of the
Registrable Securities) pursuant to Rule 415. In no event shall the Company
include any securities other than Registrable Securities on any Registration
Statement pursuant to this Section 2 without the prior written consent of the
Investor. The Company shall 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. If at any time all Registrable Securities
are not covered by the Initial Registration Statement filed pursuant to this
Section 2, the Company shall file with the SEC one or more additional
Registration Statements so as to cover all of the Registrable Securities not
covered by the 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). By 9:30 a.m. New York time on the
Business Day following the effective date of each Registration Statement filed
in accordance herewith, the Company shall file with the SEC in accordance with
Rule 424 under the 1933 Act the final prospectus to be used in connection with
sales pursuant to such Initial Registration Statement. 

(b) 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 reasonably acceptable to the
Investor), or if after the filing of the Initial Registration Statement with the
SEC pursuant to this Section 2, 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, not to be unreasonably withheld, of the Investor 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 reasonably
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 1933 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 the Investor 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 as permitted by the Staff or the SEC in accordance with this Section
2 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.

3







(c) In addition, in the event
that the Staff or the SEC requires the Investor seeking to resell securities
under a Registration Statement filed pursuant to this Agreement to be
specifically identified as an “underwriter” in order to permit such Registration
Statement to become effective, and the Investor does not consent to being so
named as an underwriter in such Registration Statement, then, in each such case,
the Company shall reduce the total number of Registrable Securities to be
registered on behalf of the Investor, until such time as the Staff or the SEC
does not require such identification or until the Investor accepts such
identification and the manner thereof. If notwithstanding any such reduction,
the Staff or the SEC still requires that the Investor be specifically identified
as an “underwriter” in order to permit such Registration Statement to be
declared effect, the Investor may, at its option, elect to have no Registrable
Securities of the Investor be included in such Registration Statement.


Section 3. Registration Procedures.

(a) If and whenever the Company
is required by the provisions of Section 2 to effect the registration of any
Registrable Securities under the 1933 Act, the Company will, as expeditiously as
possible:

		(i)		subject to the
      timelines provided in this Agreement, prepare and file the Registration
      Statement with the SEC, with respect to such Registrable Securities and
      use its reasonable best efforts to cause such Registration Statement to
      become and remain effective for the period of the distribution
      contemplated thereby (determined as herein provided), respond as promptly
      as commercially practicable to any comments received from the SEC with
      respect to a Registration Statement or any amendment thereto and file any
      pre-effective amendments with respect to a Registration Statement as
      promptly as reasonable possible, and promptly provide to the Investor
      copies of all filings and SEC letters of comment (provided that the
      Company shall excise any information contained therein which would
      constitute material non-public information regarding the Company or any
      subsidiary) and notify the Investor (by telecopier or by e-mail address
      provided by the Investor) on or before the second business day thereafter
      that the Company receives notice that (i) the SEC has no comments or no
      further comments on the registration statement, and (ii) the registration
      statement has been declared effective;
	                    		     	
		(ii)		
      prepare and file with the SEC such
      amendments and supplements to such Registration Statement and the
      prospectus used in connection therewith as may be
      necessary to keep such Registration Statement effective and prepare and
      file with the SEC such additional Registration Statements as may be
      required hereunder and to keep each additional Registration Statement
      effective;



4







		(iii)		furnish to the
      Investor such number of copies of the Registration Statement and the
      prospectus included therein (including each preliminary prospectus) as the
      Investor reasonably may request in order to facilitate the public sale or
      their disposition of the securities covered by such Registration Statement
      or make them electronically available;
	                    		     	
		(iv)		use its reasonable
      best efforts to register or qualify the Registrable Securities covered by
      such Registration Statement under the securities or “Blue Sky” laws of
      such jurisdictions as the Investor shall request in writing, provided,
      however, that the Company shall not for any such purpose be required to
      qualify to transact business as a foreign corporation in any jurisdiction
      where it is not so qualified or to consent to service of process in any
      such jurisdiction;
		 
		(v)		if applicable, list
      the Registrable Securities covered by such Registration Statement with the
      principal market or exchange on which the Common Stock is then
      listed;
		 
		(vi)		promptly notify the
      Investor of the Company’s becoming aware that a prospectus relating
      thereto is required to be delivered under the 1933 Act, of the happening
      of any event or passage of time of which the Company has knowledge as a
      result of which the prospectus contained in such Registration Statement,
      as then in effect, includes an untrue statement of a material fact or
      omits to state a material fact required to be stated therein or necessary
      to make the statements therein not misleading in light of the
      circumstances then existing or the financial statements included therein
      ineligible for inclusion or which becomes subject to a SEC, state or other
      governmental order suspending the effectiveness of the Registration
      Statement covering any of the Registrable Securities; and
		 
		(vii)		cooperate with any
      broker-dealer through which the Investor proposes to resell its
      Registrable Securities in effecting a filing with the FINRA Corporate
      Financing Department pursuant to FINRA Rule 5110, as requested by the
      Investor, and the Company shall pay the filing fee required by such filing
      within two (2) business days of request
therefor


(b) The Investor hereby covenants that it will not sell any Registrable
Securities pursuant to such prospectus during the period commencing at the time
at which the Company gives the Investor notice of the suspension of the use of
such prospectus in accordance with this Section 3(b) and ending at the time the
Company gives the Investor notice that the Investor may thereafter effect sales
pursuant to the prospectus, or until the Company delivers to the Investor or
files with the SEC an amended or supplemented prospectus. 

5







Section 4. Provision of Documents. 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. 

Section 5. Expenses. All expenses incurred by the Company in complying with Section 2,
including, without limitation, all registration and filing fees, printing
expenses (if required), fees and disbursements of counsel and independent public
accountants for the Company, fees and expenses (including reasonable counsel
fees) incurred in connection with complying with state securities or “Blue Sky”
laws, fees of the Financial Industry Regulatory Authority, Inc.
(“FINRA”) in connection with any filing with FINRA
pursuant to FINRA Rule 5110 that may be required to be made by any broker
through which the Investor intends to make sales of Registrable Securities,
transfer taxes, and fees of transfer agents and registrars, are called
“Registration
Expenses.” The Company will
pay all Registration Expenses in connection with any Registration Statement
described in Section 2.

Section 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
Section 15 of the 1933 Act or Section 20 of the Securities Exchange Act of 1934
Act, as amended (the “1934
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, lawsuit, 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 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 an Investor Party and shall survive the transfer of any
of the Registrable Securities by the Investor pursuant to Section 8(f).


6







(b) In connection with any
Registration Statement in which the Investor is participating, the Investor
agrees to 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 1933 Act or the 1934 Act
(each, an “Company
Party”), against any Claim or
Indemnified Damages to which any of them may become subject, under the 1933 Act,
the 1934 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 8(f). 

7







(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 such Investor
Party or 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 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 Company Party
and the indemnifying party (in which case, if such Investor Party or 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 such 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 such 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.


8







(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 1933 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; provided, however, that the Company shall
not be obligated to pay an Investor Party for Indemnified Damages associated
with a particular Claim under this Section 6 if the Company has already paid
such Investor Party such Indemnified Damages under Section 9 of the Securities
Purchase Agreement. 

Section 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 1933 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. 

9







Section 8. Miscellaneous. 

(a) Remedies. In the event of a breach by the Company or by
the Investor of any of their respective obligations under this Agreement, the
Investor 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. Each of the Company and the Investor agrees 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. 

(b) Compliance. The Investor covenants and agrees that it will
comply with the prospectus delivery requirements of the 1933 Act as applicable
to it or an exemption therefrom in connection with sales of Registrable
Securities pursuant to a Registration Statement. 

(c) Piggy-Back
Registrations. If, at any time
prior to the six month anniversary of the date hereof, 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 1933 Act of any of its equity securities, other than on Form S-4 or
Form S-8 (each as promulgated under the 1933 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 fifteen 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
Investor requests to be registered; provided, however, that the Company shall
not be required to register any Registrable Securities pursuant to this Section
8(c) that are the subject of a then effective Registration Statement.


(d) Amendments and
Waivers. 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.

(e) Notices. Any and all notices or other communications or
deliveries required or permitted to be provided hereunder shall be delivered as
set forth in the Securities Purchase Agreement.

10







(f) Successors
and  Assigns. This Agreement shall  inure to the benefit of and be binding
upon the successors and permitted assigns  of each of the parties. The Company may not assign (except by merger) its rights
or obligations hereunder without the prior written consent of the Investor. The  Investor may assign its rights hereunder if:
(i) the Investor agrees in writing  with such transferee or assignee (as the case may be) to assign all or any  portion of
such rights, and a copy of such agreement is furnished to the Company  within a reasonable time after such transfer or
assignment (as the case  may be); (ii) the Company is, within a reasonable time after such transfer or  assignment (as the
case may be), furnished with written notice of (a) the name  and address of such transferee or assignee (as the case may be),
and (b) the  securities with respect to which such registration rights are being transferred  or assigned (as the case may
be); (iii) immediately following such transfer or  assignment (as the case may be) the further disposition of such securities
by  such transferee or assignee (as the case may be) is restricted under the 1933  Act or applicable state securities laws if
so required; (iv) at or before the  time the Company receives the written notice contemplated by clause (ii) of this
sentence such transferee or assignee (as the case may be) agrees in writing with  the Company to be bound by all of the
provisions contained herein; (v) such  transfer or assignment (as the case may be) shall have been made in accordance  with
the applicable requirements of the Securities Purchase Agreement and the  Note; and (vi) such transfer or assignment (as the
case may be) shall have been  conducted in accordance with all applicable federal and state securities laws.  The term
“Investor” in this Agreement shall also include all such transferees  and assignees. 

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

(h) Governing
Law. All questions concerning the
construction, validity, enforcement and interpretation of this Agreement shall
be determined in accordance with the provisions of the Securities Purchase
Agreement. 

(i) Severability. If any term,
provision, covenant or restriction of this Agreement is held by a court of
competent jurisdiction to be invalid, illegal, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions set forth herein
shall remain in full force and effect and shall in no way be affected, impaired
or invalidated, and the parties hereto shall use their reasonable best efforts
to find and employ an alternative means to achieve the same or substantially the
same result as that contemplated by such term, provision, covenant or
restriction. It is hereby stipulated and declared to be the intention of the
parties that they would have executed the remaining terms, provisions, covenants
and restrictions without including any of such that may be hereafter declared
invalid, illegal, void or unenforceable. 

(j) Headings. The headings in this Agreement are for
convenience only, do not constitute a part of the Agreement and shall not be
deemed to limit or affect any of the provisions hereof. 

(Signature Pages
Follow)

11







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


	
      BIOHEART, INC.
      

	 
	 
	By: 	/s/ Mike
      Tomas       	 
		Name: Mike Tomas
		Title: President
      & CEO










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


	
      MAGNA EQUITIES II,
      LLC, a New York
Limited Liability Company

	 
	 
	By: 	/s/ Joshua
      Sason	 
		Name: Joshua
      Sason
		Title: Managing
Member