0000950144-07-009216 Sample Contracts

LOAN GUARANTEE, PAYMENT AND SECURITY AGREEMENT
Payment and Security 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”).

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Incorporated under the laws of the State of Florida) Warrant for the Purchase of Shares of Common Stock
Bioheart, Inc. • October 11th, 2007 • 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”).

SECOND AMENDMENT TO LOAN GUARANTEE, PAYMENT AND SECURITY AGREEMENT
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”).

SECOND AMENDMENT TO LOAN GUARANTEE, PAYMENT AND SECURITY AGREEMENT
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 WILLIAM P. MURPHY, JR. M.D., an individual (the “Guarantor”).

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