0000950144-08-008687 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 14th, 2008 • 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”).

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BIOHEART, INC. (Incorporated under the laws of the State of Florida) Warrant for the Purchase of Shares of Common Stock
Bioheart, Inc. • November 14th, 2008 • 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) (the “Subject Shares”) fully paid and non-assessable shares of the Common Stock (defined below) at a price of [$___] 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 ____________, 2008, by and between the Company and the Initial Holder (the “Subscription Agreement”).

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