SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 25th, 2011 • Bioheart, Inc. • Services-commercial physical & biological research • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 16, 2011, by and between BIOHEART, INC., a FLORIDA corporation, with headquarters located at 13794 NW 4TH STREET, SUITE 212, SUNRISE, FL33325 (the “Company”), and MAGNA GROUP, LLC, a Texas corporation, with its address at 1120 Old Country Road, Suite 303, Plainview, NY 11803 (the “Buyer”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 9th, 2012 • Bioheart, Inc. • Services-commercial physical & biological research • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 2, 2011, is between GREYSTONE CAPITAL PARTNERS, a Nevada corporation (the “Investor”), and BIOHEART, INC., a corporation organized and existing under the laws of the State of Florida (the “Company”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 4th, 2015 • U.S. Stem Cell, Inc. • Services-commercial physical & biological research • Illinois
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of the 3rd day of December, 2015 by and between Bioheart, Inc., a Florida corporation (the “Company”), and Magna Equities II, LLC, a New York limited liability company (the “Investor”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 4th, 2015 • U.S. Stem Cell, Inc. • Services-commercial physical & biological research
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of December 3, 2015, between BIOHEART, INC., a Florida corporation (the “Company”), and MAGNA EQUITIES II, LLC, a New York limited liability company (the “Investor”).
COMMON STOCK PURCHASE AGREEMENT Dated as of October 23, 2014 by and between BIOHEART, INC. and MAGNA EQUITIES II, LLC, a New York limited liability companyCommon Stock Purchase Agreement • December 12th, 2014 • Bioheart, Inc. • Services-commercial physical & biological research • New York
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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 24th, 2014 • Bioheart, Inc. • Services-commercial physical & biological research • New York
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”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 2nd, 2015 • Bioheart, Inc. • Services-commercial physical & biological research • New York
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of the 1st day of October, 2015 by and between Bioheart, Inc., a Florida corporation (the “Company”), and Magna Equities II, LLC, a New York limited liability company (the “Investor”).
AMENDED AND RESTATED SUBORDINATION AGREEMENTSubordination Agreement • January 13th, 2012 • Bioheart, Inc. • Services-commercial physical & biological research • Illinois
This AMENDED AND RESTATED SUBORDINATION AGREEMENT (hereinafter “Agreement”) is entered into and is effective this ___ day of __________ 2012 by and between BlueCrest Venture Finance Master Fund Limited, a Cayman Islands limited company, PO Box 309, Ugland House, South Church Street, George Town, Cayman Islands (“BlueCrest”), and Greystone Capital Partners (“Lender”).
ContractUnsecured Convertible Note • January 13th, 2012 • Bioheart, Inc. • Services-commercial physical & biological research • New York
THIS NOTE, AND THE OBLIGATIONS OF THE COMPANY HEREUNDER, HAVE BEEN SUBORDINATED TO THE OBLIGATIONS OF THE COMPANY TO BLUECREST VENTURE FINANCE MASTER FUND LIMITED (“BLUECREST”) AND ITS SUCCESSORS AND ASSIGNS PURSUANT TO THAT CERTAIN AMENDED AND RESTATED SUBORDINATION AGREEMENT AMONG THE PARTIES DATED AS OF THE DATE HEREOF (THE “SUBORDINATION AGREEMENT”). HOLDER AND ANY SUBSEQUENT HOLDER HEREOF SHALL BE SUBJECT TO THE TERMS AND CONDITIONS OF SUCH AMENDED AND RESTATED SUBORDINATION AGREEMENT UNTIL PAYMENT IN FULL OF ALL OBLIGATIONS OF THE COMPANY TO BLUECREST AND SUCH SUCCESSORS AND ASSIGNS.
Shares Bioheart, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • December 21st, 2007 • Bioheart, Inc. • Services-commercial physical & biological research • New York
Merriman Curhan Ford & Co. Dawson James Securities, Inc. As Representatives of the Several Underwriters c/o Merriman Curhan Ford & Co. 600 California Street, 9th Floor San Francisco, California 94108
LOAN GUARANTEE, PAYMENT AND SECURITY AGREEMENTLoan Guarantee, Payment and Security Agreement • August 9th, 2007 • Bioheart, Inc. • Services-commercial physical & biological research • Florida
This Agreement (the “Agreement”) is made as of June 1, 2007 (the “Effective Date”), by and between BIOHEART, INC., a Florida corporation (the “Company”), and WILLIAM P. MURPHY, JR. M.D., an individual (the “Guarantor”).
Incorporated under the laws of the State of Florida) Warrant for the Purchase of Shares of Common StockWarrant Agreement • October 11th, 2007 • Bioheart, Inc. • Services-commercial physical & biological research • Florida
FOR VALUE RECEIVED, BIOHEART, INC., a Florida corporation (the “Company”), hereby certifies that Mr. Howard J. Leonhardt and Mrs. Brenda Leonhardt (the “Initial Holder”), or his/her/its assigns (the “Holder”) is entitled, subject to the provisions of this Warrant, to purchase from the Company, up to 81,547 (the “Subject Shares”) fully paid and non-assessable shares of Common Stock at a price of $7.69 per share (the “Exercise Price”). This Warrant is being issued in connection with that certain Loan Guarantee, Payment and Security Agreement by and between the Company and the Initial Holder, dated as of October 10, 2007 (the “Guarantee Agreement”).
PARTIAL ASSIGNMENT AND MODIFICATION AGREEMENTPartial Assignment and Modification Agreement • January 13th, 2012 • Bioheart, Inc. • Services-commercial physical & biological research • Illinois
This Partial Assignment and Modification Agreement (the “Agreement”) is made by and among BIOHEART, INC. (the “Issuer”), BlueCrest Venture Finance Master Fund Limited (“BlueCrest”) and Greystone Capital Partners (the “Investor”), on _____________. (The Issuer, BlueCrest and the Investor are sometimes referred to in this Agreement singly as a “Party” or collectively as the “Parties.”)
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 25th, 2011 • Bioheart, Inc. • Services-commercial physical & biological research • Florida
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into by and among BIOHEART, INC., a Florida corporation (the “Company” or “Bioheart”), and the persons who have signed a signature page(s) hereto (each, an "Investor” and collectively, the “Investors”).
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT No. V07107Loan and Security Agreement • October 29th, 2010 • Bioheart, Inc. • Services-commercial physical & biological research • Illinois
This Amended and Restated Loan and Security Agreement (this “Loan Agreement”), made as of October 25, 2010 by and between BlueCrest Venture Finance Master Fund Limited, as assignee of BlueCrest Capital Finance, L.P. (“Lender”), and Bioheart, Inc. (“Borrower”), a Florida corporation with its principal place of business at 13794 NW 4th Street, Suite 212, Sunrise, Florida 33325.
WARRANT TO PURCHASE SHARES OF COMMON STOCK of BIOHEART, INC.Warrant Agreement • January 6th, 2010 • Bioheart, Inc. • Services-commercial physical & biological research • Florida
This certifies that, for value received, BlueCrest Venture Finance Master Fund Limited, a company organized under the laws of the Cayman Islands (“BlueCrest”), or its assigns (the “Holder”) is entitled, subject to the terms set forth below, to purchase from Bioheart, Inc. (the “Company”), a Florida corporation, up to 848,176 shares (the “Warrant Shares”) of the common stock of the Company, par value $.001 per share (the “Common Stock”), as constituted on the date hereof (the “Warrant Issue Date”), upon surrender hereof, at the principal office of the Company referred to below, with the duly executed Notice of Exercise, attached hereto as Exhibit A (the “Notice of Exercise Form”), and simultaneous payment therefor in lawful money of the United States or otherwise as hereinafter provided, at the Exercise Price set forth in Section 2 below. The number of Warrant Shares and the Exercise Price are subject to adjustment as provided below. The term “Warrant” as used herein shall include this
LOAN GUARANTEE, PAYMENT AND SECURITY AGREEMENTLoan Guarantee Agreement • October 11th, 2007 • Bioheart, Inc. • Services-commercial physical & biological research • Florida
This Agreement (the “Agreement”) is made as of October 10, 2007 (the “Effective Date”), by and between BIOHEART, INC., a Florida corporation (the “Company”), and Howard and Brenda Leonhardt (the “Guarantor”).
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • January 25th, 2011 • Bioheart, Inc. • Services-commercial physical & biological research • Florida
THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into by and between BIOHEART, INC., a Florida corporation (OTCBB: BHRT) (the “Company”), and the undersigned Investor (the "Investor”).
Exhibit C.Unsecured Convertible Note • May 25th, 2011 • Bioheart, Inc. • Services-commercial physical & biological research • New York
THIS NOTE, AND THE OBLIGATIONS OF THE COMPANY HEREUNDER, HAVE BEEN SUBORDINATED TO THE OBLIGATIONS OF THE COMPANY TO BLUECREST VENTURE FINANCE MASTER FUND LIMITED (“BLUECREST”) AND ITS SUCCESSORS AND ASSIGNS PURSUANT TO THAT CERTAIN SUBORDINATION AGREEMENT AMONG THE PARTIES DATED AS OF THE DATE HEREOF (THE “SUBORDINATION AGREEMENT”). HOLDER AND ANY SUBSEQUENT HOLDER HEREOF SHALL BE SUBJECT TO THE TERMS AND CONDITIONS OF SUCH SUBORDINATION AGREEMENT UNTIL PAYMENT IN FULL OF ALL OBLIGATIONS OF THE COMPANY TO BLUECREST AND SUCH SUCCESSORS AND ASSIGNS.
MANUFACTURING AND SERVICE AGREEMENTManufacturing and Service Agreement • August 9th, 2007 • Bioheart, Inc. • Services-commercial physical & biological research • Florida
This Manufacturing and Service Agreement (this “Agreement”) is effective as of September 30, 2005 (the “Effective Date”), by and between Bioheart, Inc., a Florida corporation (“Bioheart”), and Bolton Medical, Inc., a New Jersey corporation (“Bolton”).
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY OTHER SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR...Warrant Agreement • December 21st, 2007 • Bioheart, Inc. • Services-commercial physical & biological research • Florida
This REPRESENTATIVE’S WARRANT (this “Warrant”) of Bioheart, Inc., a Florida corporation (the “Company”), is being issued pursuant to that certain Underwriting Agreement, dated as of November [ ], 2007 (the “Underwriting Agreement”), by and between the Company and Merriman Curhan Ford & Co. and Dawson James Securities, Inc., as representatives of the underwriters named in Schedule I thereto (the “Representatives”), relating to the initial public offering (the “Offering”) of [ _] shares of common stock, $0.001 par value per share, of the Company (the “Common Stock”) underwritten by the Representatives and the underwriters named in the Underwriting Agreement.
BIOHEART, INC. (Incorporated under the laws of the State of Florida) Common Stock Purchase WarrantsWarrant Agreement • January 25th, 2011 • Bioheart, Inc. • Services-commercial physical & biological research
FOR VALUE RECEIVED, BIOHEART, INC., a Florida corporation (the “Company”), hereby certifies that _____________________(the “Initial Holder”), or his/her/its assigns (the “Holder”) is entitled, subject to the provisions of this Warrant, to purchase from the Company, up to ____________________________( ) (subject to adjustment in accordance with Section 5 below) fully paid and non-assessable shares of the Common Stock (defined below) at a price of $0.19 per share, subject to adjustment in accordance with Section 5 below (the “Exercise Price”). This Warrant is being issued pursuant to that certain Subscription Agreement, dated as of January 23, 2011, by and between the Company and the Initial Holder (the “Subscription Agreement”).
SUPPLY AND LICENSE AGREEMENTSupply and License Agreement • August 9th, 2007 • Bioheart, Inc. • Services-commercial physical & biological research • New York
This Supply and License Agreement (“Agreement”) is made and entered into as of this 7th day of June, 2007 (the “Effective Date”), by and between BioLife Solutions, Inc. (“BioLife”), and Bioheart, Inc. (“Customer”).
Material Supply AgreementMaterial Supply Agreement • August 9th, 2007 • Bioheart, Inc. • Services-commercial physical & biological research
This Material Supply Agreement (the “Agreement”) is made effective as of the last date of the signatures below written (the “Effective Date”) between Biosense Webster with an address at 21700 Copley Drive, Suite 320, Diamond Bar, CA 91765 (“BWI”) and Bioheart lnc with an address at 13794 NW4th Street, Suite 212, Sunrise, Florida 33325 (“Company”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 12th, 2014 • Bioheart, Inc. • Services-commercial physical & biological research • New York
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”).
BANK OF AMERICA, N.A. LOAN AGREEMENTLoan Agreement • August 9th, 2007 • Bioheart, Inc. • Services-commercial physical & biological research • Florida
This Loan Agreement (the “Agreement”) dated as of June 1, 2007, by and between BANK OF AMERICA, N.A., a national banking association (“Lender”) and the Borrower described below.
PARTIAL ASSIGNMENT AND MODIFICATION AGREEMENTPartial Assignment and Modification Agreement • November 14th, 2011 • Bioheart, Inc. • Services-commercial physical & biological research • Illinois
This Partial Assignment and Modification Agreement (the “Agreement”) is made by and among BIOHEART, INC. (the “Issuer”), BlueCrest Venture Finance Master Fund Limited (“BlueCrest”) and Greystone Capital Partners (the “Investor”), on July 7, 2011. (The Issuer, BlueCrest and the Investor are sometimes referred to in this Agreement singly as a “Party” or collectively as the “Parties.”)
BANK OF AMERICA, N.A. LOAN AGREEMENTLoan Agreement • June 5th, 2007 • Bioheart, Inc. • Services-commercial physical & biological research • Florida
This Loan Agreement (the “Agreement”) dated as of June 1, 2007, by and between BANK OF AMERICA, N.A., a national banking association (“Lender”) and the Borrower described below.
PARTIAL ASSIGNMENT AND MODIFICATION AGREEMENTPartial Assignment and Modification Agreement • November 14th, 2011 • Bioheart, Inc. • Services-commercial physical & biological research • Illinois
This Partial Assignment and Modification Agreement (the “Agreement”) is made by and among BIOHEART, INC. (the “Issuer”), BlueCrest Venture Finance Master Fund Limited (“BlueCrest”) and Greystone Capital Partners (the “Investor”), on September 1, 2011. (The Issuer, BlueCrest and the Investor are sometimes referred to in this Agreement singly as a “Party” or collectively as the “Parties.”)
SECOND AMENDMENT TO LOAN GUARANTEE, PAYMENT AND SECURITY AGREEMENTLoan Guarantee, Payment and Security Agreement • October 11th, 2007 • Bioheart, Inc. • Services-commercial physical & biological research
This Second Amendment (the “Amendment”) is made as of October 10, 2007, by and between BIOHEART, INC., a Florida corporation (the “Company”), and Howard and Brenda Leonhardt (the “Guarantor”).
February 7, 2000 Dr. Peter Law Cell Transplants International, LLC 2015 Miller Farms Road Germantown, TN 38138 REF: License Agreement Dear Dr. Law,License Agreement • August 9th, 2007 • Bioheart, Inc. • Services-commercial physical & biological research • Tennessee
This letter serves as a full license agreement covering all patents and patents pending and also future developments related to heart muscle function improvement and angiogenesis. Please sign and return this today by fax so we may proceed to send you the initial license fee payment of $500,000, as discussed.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 3rd, 2009 • Bioheart, Inc. • Services-commercial physical & biological research • Florida
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into by and among BIOHEART, INC., a Florida corporation (the “Company” or “Bioheart”), and the persons who have signed a signature page(s) hereto (each, a "Lender” and collectively, the “Lenders”).
CONSULTING AGREEMENTConsulting Agreement • February 13th, 2007 • Bioheart, Inc. • Florida
THIS CONSULTING AGREEMENT (this “Agreement”), dated March 18, 2004, (the “Effective Date”), is made and entered by and between BIOHEART, INC., a Florida corporation (the “Company”) and Richard Spencer (the “Consultant”).
AMENDMENT TO ASSET SALE AND LEASE AGREEMENTAsset Sale and Lease Agreement • August 8th, 2018 • U.S. Stem Cell, Inc. • Services-commercial physical & biological research
This AMENDMENT TO ASSET SALE AND LEASE AGREEMENT (this “Amendment”) is signed this 18 day of June 2018 but is effective as of the 9th day of May 2018 (the "Effective Date"), by and between GACP STEM CELL BANK LLC, a Florida limited liability company ("Lessor"), and U.S. STEM CELL, INC., a Florida corporation ("Lessee"). Lessor and Lessee are sometimes referred to herein individually as a "Party," and collectively as the "Parties."
TERMINATION AND RELEASE AGREEMENTTermination and Release Agreement • September 27th, 2019 • U.S. Stem Cell, Inc. • Services-commercial physical & biological research • Florida
This Termination and Release Agreement ("Agreement") is made and entered into by and among GACP Stem Cell Bank LLC, a Florida limited liability company ("Company"), U.S. Stem Cell, Inc., a Florida corporation ("US Stem Cell"), and Michael Tomas and Kristin Comella (“Key Persons” and collectively, with US Stem Cell, and the Company, the “Parties”), dated as of the last signature date.
