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”).
AMENDED AND RESTATED SUBORDINATION AGREEMENTSubordination Agreement • May 25th, 2011 • Bioheart, Inc. • Services-commercial physical & biological research • Illinois
This AMENDED AND RESTATED SUBORDINATION AGREEMENT (hereinafter "Agreement") is entered into and is effective this 16th day of May 2011 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 Magna Group, LLC (“Lender”).
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.
