EX-10.22 Warrant to Purchase

EXECUTION COPY

No. W —		Warrant to Purchase 105,264 Shares of Common Stock (subject to adjustment)

WARRANT TO PURCHASE SHARES OF COMMON STOCK
of
BIOHEART, INC.

     This certifies that, for value received, BlueCrest Capital Finance, L.P., a Delaware limited partnership (“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 105,264 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 Warrant, and any warrants delivered in substitution or exchange therefor as provided herein. This Warrant is issued in connection with the Loan and Security Agreement (the “Loan Agreement”), made as of May 31, 2007 by and between BlueCrest and the Company.

     1. Term of Warrant. Subject to the terms and conditions set forth herein, this Warrant shall be exercisable, in whole or in part, at any time, or from time to time, during the term commencing on the Warrant Issue Date and ending at 5:00 p.m., New York City time, on the ten year anniversary of the Warrant Issue Date (the “Expiration Date”), and shall be void thereafter; provided, however, that in the event that during calendar year 2007 the Company either (a) closes its initial underwritten public offering of shares of its Common Stock registered under the Securities Act (the “Initial Public Offering”) or (b) undertakes a merger or other similar transaction or series of transactions whereby the Company merges with and into a publicly traded corporation, then the Expiration Date shall be 5:00 p.m., New York City time, on the five year anniversary of the Warrant Issue Date.

     2. Exercise Price. The price at which this Warrant may be exercised shall be $4.75 per share of Common Stock, as may be adjusted from time to time pursuant to Section 14 hereof (the “Exercise Price”).

     3. Exercise of Warrant.

          (a) In accordance with the procedures set forth in Section 1(c) below, this Warrant may be exercised, in whole or in part, at any time, or from time to time during the period commencing on the date that is three hundred and sixty-six (366) days following the Warrant Issue Date (the “One Year Exercise Date”).

          (b) During the period that this Warrant is exercisable in accordance with Sections 1(a) above, the Holder may exercise this Warrant by presentation and surrender of this Warrant and the delivery of the Notice of Exercise Form duly completed and executed on behalf of the Holder and, if the date of exercise is prior to an Initial Public Offering, the Shareholders Agreement, attached hereto as Exhibit B, duly completed and executed on behalf of the Holder, at the principal office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company), accompanied by payment of the Exercise Price for the number of shares specified in such Notice of Exercise Form. Payment may be made (i) in cash or by certified or official bank check, payable to the order of the Company, (ii) by cancellation by the Holder of indebtedness or other obligations of the Company to the Holder, or (iii) by a combination of the consideration described in sub-clauses (i) and (ii) above. Notwithstanding the foregoing, in the event that the Company undertakes undergoes a sale or merger transaction, then (A) if the Fair Market Value (as defined in Section 3(d) below) of one share of Common Stock is greater than the Exercise Price in effect on such date, then this Warrant shall be deemed automatically exercised pursuant to Section 3(d) below or (B) if the Fair Market Value of one Share is less than the Exercise Price in effect on such date, then this Warrant shall automatically terminate and be of no further force and effect.

          (c) This Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the Warrant Shares shall be treated for all purposes as the holder of record of such Warrant Shares as of the close of business on such date. As promptly as practicable on or after such date and in any event within ten (10) days thereafter, the Company at its expense shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of shares issuable upon such exercise. In the event that this Warrant is exercised in part, the Company at its expense will execute and deliver a new Warrant of like tenor exercisable for the number of shares for which this Warrant may then be exercised.

          (d) Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of making payment of the consideration provided for in Section 3(a) above upon the exercise of all or any part of this Warrant, the Holder may surrender this Warrant at the principal office of the Company, together with the duly executed Notice of Exercise Form and, if the date of exercise is prior to the Initial Public Offering, the

duly executed Shareholders Agreement, in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula:

X =		Y (A — B)
		A

X =		the number of shares of Common Stock to be issued to the Holder upon exercise

Y =		the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation)

A =		the Fair Market Value of one share of the Company’s Common Stock (at the date of such calculation)

B =		the Exercise Price (as adjusted to the date of such calculation)

For purposes of the above calculation, the term “Fair Market Value” shall mean (i) if the principal market for the Common Stock is The NASDAQ Stock Market or any other national securities exchange, the last sales price of the Common Stock on such day as reported by such exchange or market, or on a consolidated tape reflecting transactions on such exchange or market, (ii) if the principal market for the Common Stock is not a national securities exchange or The NASDAQ Stock Market and the Common Stock is quoted on the National Association of Securities Dealers Automated Quotations System, the mean between the closing bid and the closing asked prices for the Common Stock on such day as quoted on such System or (iii) if the Common Stock is not quoted on the National Association of Securities Dealers Automated Quotations System, the mean between the highest bid and lowest asked prices for the Common Stock on such day as reported by Pink Sheets LLC; provided, however, that if none of (i), (ii) or (iii) above is applicable, or if no trades have been made or no quotes are available for such day, the Fair Market Value of the Common Stock shall be reasonably determined, in good faith, by the Board of Directors of the Company.

     4. No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. In lieu of any fractional share to which the Holder would otherwise be entitled, the Company shall make a cash payment equal to the Exercise Price multiplied by such fraction.

     5. Replacement of Warrant. On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of loss, theft or destruction, on delivery of an indemnity agreement reasonably satisfactory in form and substance to the Company or, in the case of mutilation, on surrender and cancellation of this Warrant, the Company at its expense shall execute and deliver, in lieu of this Warrant, a new warrant of like tenor and amount.

     6. Rights of Shareholders. Subject to Sections 12, 14 and 16 of this Warrant, the Holder shall not be entitled to vote or receive dividends or be deemed the holder of Common Stock or

any other securities of the Company that may at any time be issuable on the exercise hereof for any purpose, nor shall anything contained herein be construed to confer upon the Holder, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action (whether upon any recapitalization, issuance of stock, reclassification of stock, change of par value, or change of stock to no par value, consolidation, merger, conveyance, or otherwise) or to receive notice of meetings, or to receive dividends or subscription rights or otherwise until the Warrant shall have been exercised as provided herein.

     7. Transfer of Warrant.

          (a) Warrant Register. The Company will maintain a register (the “Warrant Register”) containing the names and addresses of the Holder or Holders. Any Holder of this Warrant or any portion thereof may change his or her address as shown on the Warrant Register by written notice to the Company, requesting such change. Any notice or written communication required or permitted to be given to the Holder may be delivered or given by mail to such Holder as shown on the Warrant Register and at the address shown on the Warrant Register. Until this Warrant is transferred on the Warrant Register of the Company, the Company may treat the Holder as shown on the Warrant Register as the absolute owner of this Warrant for all purposes, notwithstanding any notice to the contrary.

          (b) Warrant Agent. The Company may, by written notice to the Holder, appoint an agent for the purpose of maintaining the Warrant Register referred to in Section 7(a) above, issuing the Common Stock or other securities then issuable upon the exercise of this Warrant, exchanging this Warrant, replacing this Warrant, or any or all of the foregoing. Thereafter, any such registration, issuance, exchange, or replacement, as the case may be, shall be made at the office of such agent.

          (c) Transferability and Nonnegotiability of Warrant.

          (i) The Holder hereby acknowledges that neither this Warrant nor the Warrant Shares have been registered under the Securities Act of 1933, as amended (the “Act”) and are “restricted securities” under the Act inasmuch as they are being acquired in a transaction not involving a public offering. The Holder hereby agrees not to sell, transfer, assign, distribute, offer to sell, hypothecate or otherwise dispose of this Warrant or the Warrant Shares in the absence of: (i) an effective registration statement under the Act as to this Warrant or the Warrant Shares and the registration and/or qualification of this Warrant or the Warrant Shares under any applicable federal or state securities laws then in effect, or (ii) an exemption therefrom exists.

          (ii) Subject to compliance with Section 7(c)(i) above and the provisions of Section 9(f) of this Warrant, this Warrant may be transferred by the Holder with respect to any or all of the shares purchasable hereunder. Upon surrender of this Warrant to the Company, together with the Assignment Form, attached hereto as Exhibit C duly executed, and funds sufficient to pay any transfer tax, the Company shall execute and deliver a new Warrant or Warrants in

the name of the assignee or assignees and in the denomination or denominations specified in the Assignment Form and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned. Thereafter, this Warrant shall promptly be cancelled. This Warrant may be divided or combined with other Warrants that carry the same rights upon presentation hereof at the office of the Company or at the office of its stock transfer agent, if any, together with a written notice specifying the names and denominations in which new Warrants are to be issued and signed by the Holder hereof. Notwithstanding the foregoing, the Company shall not be required to issue a Warrant covering less than 1,000 shares of Common Stock.

     8. Representations and Warranties of Company. In connection with the transactions provided for herein, the Company hereby represents and warrants to the Holder that:

          (a) Organization, Good Standing, and Qualification. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Florida and has all requisite corporate power and authority to carry on its business as now conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.

          (b) Authorization. The Company has all necessary corporate power and authority to execute, deliver and perform its obligations under this Warrant. All corporate action has been taken on the part of the Company, its officers, directors, and shareholders necessary for the due authorization, execution and delivery of this Warrant by the Company and the performance by the Company of its obligations hereunder. This Warrant has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization or similar laws relating to or affecting the enforcement of creditors’ rights. The Warrant Shares have been duly and validly authorized and reserved for issuance by the Company.

          (c) Compliance with Other Instruments. The authorization, execution and delivery of this Warrant by the Company, the consummation of the transactions contemplated hereby and the performance by the Company of its obligations hereunder will not (i) violate any judgment, order, decree, injunction, law or regulation applicable to the Company; (ii) violate any term or provision of the Articles of Incorporation (the “Articles”) or bylaws; (iii) violate, or result in a breach or default under, any other agreement or instrument to which the Company is a party or by which it is bound or to which its properties or assets are subject, except for such violations, breaches or defaults under clauses (i), (ii) or (iii) above which, individually or in the aggregate, will not result in a material adverse effect upon the business operations, properties, assets, results of operations or condition (financial or otherwise) of the Company, the enforceability of any material provision of this Warrant or the ability of the Holder to enforce its rights and remedies under this Warrant; or (iv) result in the creation of any lien, claim or other encumbrance on any of the property or other assets of the Company.

          (d) Valid Issuance of Common Stock. When the Warrant Shares have been delivered in accordance with the terms of this Warrant, such Warrant Shares will be duly authorized and validly issued, fully paid and nonassessable.

          (e) Representations and Warranties in the Loan Agreement. As of the date hereof, each of the representations and warranties made in the Loan Agreement by the Company are materially true and correct.

     9. Representations and Covenants of the Holder.

     The Holder hereby represents and covenants to the Company that:

          (a) This Warrant and any Warrant Shares purchased upon exercise of this Warrant will be purchased for its own account for investment and not with a view to the offering or distribution thereof within the meaning of the Act and any applicable state securities laws;

          (b) The Holder has sufficient knowledge and expertise in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Company. The Holder understands that this investment involves a high degree of risk and could result in a substantial or complete loss of its investment. The Holder is capable of bearing the economic risks of such investment;

          (c) The Holder is an “Accredited Investor” as such term is defined under Regulation D promulgated pursuant to the Act;

          (d) Any subsequent sale of any Warrant Shares shall be made either pursuant to an effective registration statement under the Act and any applicable state securities laws, or pursuant to an exemption from registration under the Act and any such state securities laws;

          (e) If requested by the Company, the Holder shall submit a written statement, in form reasonably satisfactory to the Company, to the effect that the representations set forth in paragraphs (a) through (d) above are (x) true and correct as of the date of purchase of any Warrant Shares hereunder or (y) true and correct as of the date of any sale of any Warrant Shares, as applicable; and

          (f) The Holder hereby agrees that, during the period of duration (not to exceed one hundred eighty (180) days) specified by the Company and an underwriter of Common Stock or other securities of the Company in an agreement in connection with any offering of the Company’s securities, following the effective date of the registration statement for a public offering of the Company’s securities filed under the Act, it shall not, to the extent requested by the Company and such underwriter, directly or indirectly sell, offer to sell, contract to sell (including, without limitation, any short sale), grant any option to purchase or otherwise transfer or dispose of (other than to donees who agree to be similarly bound) any securities of the Company held by it at any time during such period, except Common Stock, if any, included in such registration; provided, that such “lock-up” period applicable to the Holder shall not be greater than the shortest lock-up period restricting any other shareholder of the Company executing lock-up agreements in connection with such registration (including Howard J. Leonhardt).

     10. Legend. Unless the Warrant Shares or other securities issuable hereunder have been registered under the Act, upon exercise of any of the Warrants and the issuance of any of the Warrant Shares or other securities, all certificates representing such securities shall bear on the face thereof substantially the following legend:

“The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and may not be sold or transferred in the absence of an effective registration statement under the Securities Act or an exemption from such registration. The securities represented by this certificate are subject to certain restrictions and agreements contained in, that certain Warrant Agreement dated June      , 2007, by and between BlueCrest Capital Finance, L.P. and the Company and, may not be sold, assigned, transferred, encumbered, pledged or otherwise disposed of except upon compliance with the provisions of such Warrant Agreement. By the acceptance of the shares of capital stock evidenced by this certificate, the holder agrees to be bound by such Warrant Agreement and all amendments thereto. A copy of such Warrant Agreement has been filed at the office of the Company.”

In the event the date the certificates referenced above are issued prior to an Initial Public Offering, such certificates shall include the following additional legend:

“The securities represented by this certificate and the holder of such securities are subject to the terms and conditions (including, without limitation, voting agreements and restrictions on transfer) set forth in a Shareholders Agreement, dated as of                     , 200     , a copy of which may be obtained from the Company. No transfer of such securities will be made on the books of the Company unless accompanied by evidence of compliance with the terms of such agreement.”

     11. Reservation of Stock. The Company covenants that during the term this Warrant is exercisable, the Company will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of Common Stock upon the exercise of this Warrant and, from time to time, will take all steps necessary to amend its Articles to provide sufficient reserves of shares of Common Stock issuable upon exercise of the Warrant. The Company further covenants that all shares that may be issued upon the exercise of rights represented by this Warrant and payment of the Exercise Price, all as set forth herein, will be free from all taxes, liens and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously or otherwise specified herein). The Company agrees that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for shares of Common Stock upon the exercise of this Warrant.

     12. Notices.

          (a) Whenever the Exercise Price or number of shares purchasable hereunder shall be adjusted pursuant to Section 14 hereof, the Company shall issue a certificate signed by its Chief Executive Officer or Chief Financial Officer setting forth, in reasonable detail, the event requiring the adjustment, the amount of the adjustment, the method by which such adjustment was calculated, and the Exercise Price and number of shares purchasable hereunder after giving effect to such adjustment, and shall cause a copy of such certificate to be mailed (by first-class mail, postage prepaid) to the Holder of this Warrant.

          (b) in case:

               (i) The Company shall take a record of the holders of its Common Stock (or other stock or securities at the time receivable upon the exercise of this Warrant) for the purpose of entitling them to receive any dividend or other distribution, or any right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right, or

               (ii) of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any consolidation or merger of the Company with or into another corporation, or any conveyance of all or substantially all of the assets of the Company to another corporation, or

               (iii) of any voluntary dissolution, liquidation or winding-up of the Company,

          (c) then, and in each such case, the Company will mail or cause to be mailed to the Holder or Holders a notice specifying, as the case may be, (A) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (B) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record-of Common Stock (or such stock or securities at the time receivable upon the exercise of this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up. Such notice shall be mailed by overnight delivery at least 15 days prior to the date therein specified.

          (d) All such notices, advices and communications shall be deemed to have been received (i) in the case of personal delivery, on the date of such delivery and (ii) in the case of mailing, on the next business day following the date of such mailing by overnight delivery.

     13. Amendments.

          (a) Any term of this Warrant may be amended with the written consent of the Company and the Holder.

          (b) No waivers of, or exceptions to, any term, condition or provision of this Warrant, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision.

     14. Adjustments. The Exercise Price and the number of Warrant Shares purchasable hereunder are subject to adjustment from time to time as follows:

          (a) Reclassification, etc. In case of any reorganization of the Company (or any other corporation, the securities of which are at the time receivable on the exercise of this Warrant) after the Warrant Issue Date or in case after such date the Company (or any such other corporation) shall consolidate with or merge into another corporation or convey all or substantially all of its assets to another corporation, then, and in each such case, the Holder of this Warrant upon the exercise thereof as provided herein at any time after the consummation of such reorganization, consolidation, merger or conveyance, shall be entitled to receive, in lieu of the securities and property receivable upon the exercise of this Warrant prior to such consummation, the securities or property to which such Holder would have been entitled upon such consummation if such Holder had exercised this Warrant immediately prior thereto; in each such case, the terms of this Warrant shall be applicable to the securities or property receivable upon the exercise of this Warrant after such consummation.

          (b) Split, Subdivision or Combination of Shares. If the Company at any time while this Warrant, or any portion hereof, remains outstanding and unexpired shall split, subdivide or combine the securities as to which purchase rights under this Warrant exist, into a different number of securities of the same class, the Exercise Price for such securities shall be proportionately decreased in the case of a split or subdivision or proportionately increased in the case of a combination.

          (c) Adjustments for Dividends in Stock or Other Securities or Property. If while this Warrant, or any portion hereof, remains outstanding and unexpired, the holders of the securities as to which purchase rights under this Warrant exist at the time shall have received, or, on or after the record date fixed for the determination of eligible shareholders, shall have become entitled to receive, without payment therefor, other or additional stock or other securities or property (other than cash) of the Company by way of dividend, then and in each case, this Warrant shall represent the right to acquire, in addition to the number of shares of the security receivable upon exercise of this Warrant, and without payment of any additional consideration therefor, the amount of such other or additional stock or other securities or property (other than cash) of the Company that such holder would hold on the date of such exercise had it been the holder of record of the security receivable upon exercise of this Warrant on the date hereof and had thereafter, during the period from the date hereof to and including the date of such exercise, retained such shares and/or all other additional stock available by it as aforesaid during such period, giving effect to all adjustments called for during such period by the provisions of this Section 14.

          (d) Certificate as to Adjustments. Upon the occurrence of each adjustment or readjustment pursuant to this Section 14, the Company at its expense shall promptly compute such adjustment or readjustment in accordance with the terms hereof and furnish to each Holder of this Warrant a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The Company shall, upon the written request, at any time, of any such Holder, furnish or cause to be furnished to such Holder a like certificate setting forth: (i) such adjustments and readjustments; (ii) the Exercise Price at

the time in effect; and (iii) the number of Warrant Shares and the amount, if any, of other property that at the time would be received upon the exercise of the Warrant.

          (e) No Impairment. The Company will not, by any voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of this Section 14 and in the taking of all such action as may be reasonably necessary or appropriate in order to protect the rights of the Holder of this Warrant against impairment.

15. Piggyback Registration Rights

          15.1. If at any time during the period commencing on the Six Month Post-IPO Exercise Date and ending on the Expiration Date (the “Piggyback Registration Period”), the Company proposes to register any shares of its Common Stock under the Securities Act on any form for registration thereunder (the “Registration Statement”) for its own account or the account of shareholders (other than a registration solely relating to (i) shares of Common Stock underlying a stock option, restricted stock, stock purchase or compensation or incentive plan or of stock issued or issuable pursuant to any such plan, or a dividend investment plan; (ii) a registration of securities proposed to be issued in exchange for securities or assets of, or in connection with a merger or consolidation with, another corporation or other entity; or (iii) a registration of securities proposed to be issued in exchange for other securities of the Company), it will at such time give prompt written notice to the Holder of its intention to do so (the “Section 15.1 Notice”). Upon the written request of the Holder given to the Company within ten (10) days after the giving of any Section 15.1 Notice setting forth the number of shares of Warrant Shares intended to be disposed of by the Holder and the intended method of disposition thereof, the Company will include or cause to be included in the Registration Statement the shares of Warrant Shares which the Holder has requested to register, to the extent provided in this Section 15 (a “Piggyback Registration”). Notwithstanding the foregoing, the Company may, at any time, withdraw or cease proceeding with any registration pursuant to this Section 15.1 if it shall at the same time withdraw or cease proceeding with the registration of all of the Common Stock originally proposed to be registered. The Company shall be obligated to file and cause the effectiveness of only one (1) Piggyback Registration; provided however, that to the extent that shares for which registration is requested pursuant hereto are excluded under Section 15.5, such shares shall be eligible for Piggyback Registration, notwithstanding the one Piggyback Registration limit. The shares of Warrant Shares set forth in the Section 15.1 Notice are referred to for purposes of this Section 15 as the “Registrable Shares”.

          15.2 Company Covenants. Whenever required under this Section 15 to include Registrable Shares in a Registration Statement, the Company shall, as expeditiously as reasonably possible:

          (a) Use its commercially reasonable efforts to cause such Registration Statement to become effective and cause such Registration Statement to remain effective until the earlier of the Holder having completed the distribution of all its Registrable Shares described in the Registration Statement or six (6) months from the effective date of the Registration Statement (or such later date by reason of suspensions the effectiveness as provided hereunder). The Company will also use its commercially reasonable efforts to, during the period that such Registration

Statement is required to be maintained hereunder, file such post-effective amendments and supplements thereto as may be required by the Securities Act and the rules and regulations thereunder or otherwise to ensure that the Registration Statement does not contain any untrue statement of material fact or omit to state a fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they are made, not misleading; provided, however, that if applicable rules under the Securities Act governing the obligation to file a post-effective amendment permits, in lieu of filing a post-effective amendment that (i) includes any prospectus required by Section 10(a)(3) of the Securities Act or (ii) reflects facts or events representing a material or fundamental change in the information set forth in the Registration Statement, the Company may incorporate by reference information required to be included in (i) and (ii) above to the extent such information is contained in periodic reports filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) in the Registration Statement.

          (b) Prepare and file with the Unites States Securities and Exchange Commission (the “SEC”) such amendments and supplements to such Registration Statement, and the prospectus used in connection with such Registration Statement, as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement.

          (c) Furnish to the Holder such numbers of copies of a prospectus, including a preliminary prospectus as amended or supplemented from time to time, in conformity with the requirements of the Securities Act, and such other documents as it may reasonably request in order to facilitate the disposition of Registrable Shares owned by the Holder; provided that, in no event, shall the Company be required to incur printing expenses in excess of $1,000 in complying with its obligations under this Section 15.2(c).

          (d) Use its commercially reasonable efforts to register and qualify the securities covered by such Registration Statement under such other federal or state securities laws of such jurisdictions as shall be reasonably requested by the Holder; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act.

          (e) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering.

          (f) Notify the Holder, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, (a) when the Registration Statement or any post-effective amendment and supplement thereto has become effective; (b) of the issuance by the SEC of any stop order or the initiation of proceedings for that purpose (in which event the Company shall make use commercially reasonable efforts to obtain the withdrawal of any order suspending effectiveness of the Registration Statement. at the earliest possible time or prevent the entry thereof); (c) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Shares for sale in any jurisdiction or the

initiation of any proceeding for such purpose; and (d) of the happening of any event as a result of which the prospectus included 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 the light of the circumstances then existing.

          (g) Cause all such Registrable Shares registered hereunder to be listed on each exchange or quotation service on which similar securities issued by the Company are then listed or quoted.

          (h) Provide a transfer agent and registrar for all Registrable Shares registered pursuant hereunder and CUSIP number for all such Registrable Shares, in each case not later than the effective date of such registration.

          15.3 Furnish Information. In connection with a registration in which the Holder is participating, such Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter. In addition, if requested by the Company or the representative of the underwriters of Common Stock (or other securities) of the Company, the Holder shall provide, within ten (10) days of such request, such information related to such Holder as may be required by the Company or such representative in connection with the completion of any public offering of the Company’s securities pursuant to a registration statement filed under the Securities Act.

          15.4 Expenses of Company Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 15.1, including, without limitation, all registration, filing and qualification fees, printers’ and accounting fees and fees, disbursements of counsel for the Company and disbursements of counsel for the Holder up to $10,000 (the “Registration Expenses”) shall be borne by the Company.

          15.5 Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 15.1 to include any of the Holder’s Registrable Shares in such underwriting unless the Holder accepts the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole and reasonable discretion will not materially jeopardize the success of the offering by the Company, and the Holder enters into such lock-up agreements as may be reasonably required of other selling shareholders in such Registration Statement. If the total amount of securities, including Registrable Shares, requested by shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole and reasonable discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Shares, which the underwriters determine in their sole and reasonable discretion will not materially jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling shareholders according to the total amount of securities entitled to be included therein owned by each selling shareholder or in such other proportions as shall mutually be agreed to by such

selling shareholders). For purposes of the preceding parenthetical concerning apportionment, for any selling shareholder who is a holder of Registrable Shares and is a partnership or corporation, the partners, retired partners and shareholders of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling shareholder”, and any pro-rata reduction with respect to such “selling shareholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling shareholder”, as defined in this sentence.

          15.6 Indemnification. In the event that any Registrable Shares are included in a Registration Statement under this Section 15.

          (a) To the extent permitted by law, the Company will promptly indemnify and hold harmless the Holder, any underwriter (as defined in the Securities Act) for the Holder and each person, if any, who controls the Holder or underwriter within the meaning of the Securities Act or the Exchange Act, against any losses, claims, damages, or liabilities (joint or several) to which they may become subject under the Securities Act, or the Exchange Act, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a “Violation”): (i) any untrue statement or alleged untrue statement of a material fact contained in such Registration Statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, or any rule or regulation promulgated under the Securities Act, or the Exchange Act, and the Company will pay to the Holder, underwriter or controlling person, as incurred, any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability, or action; provided, however, that the indemnity agreement contained in this Section 15.6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case for any such loss, claim, damage, liability, or action incurred by the Holder, underwriter or controlling person to the extent that such party’s loss, claim, damage, liability or action arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by such party.

          (b) To the extent permitted by law, the Holder will indemnify and hold harmless the Company, its directors, officers, and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, any underwriter, any other holder selling securities in such Registration Statement and any controlling person of any such underwriter or other holder, against any losses, claims, damages, or liabilities (joint or several) to which any of the foregoing persons may become subject, under the Securities Act, or the Exchange Act, insofar as such losses, claims, damages, or liabilities (or actions in respect thereto) 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

furnished by the Holder expressly for use in connection with such registration; and the Holder will pay, as incurred, any legal or other expenses reasonably incurred by any person intended to be indemnified pursuant to this Section 15.6(b), in connection with investigating or defending any such loss, claim, damage, liability, or action; provided, however, that the indemnity agreement contained in this Section 15.6(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld; provided, further, that, in no event shall any indemnity under this Section 15.6(b) exceed 20% of the cash value of the gross proceeds from the offering received by the Holder.

          (c) Promptly after receipt by an indemnified party under this Section 15.6 of notice of the commencement of any action (including any governmental action), such indemnified party shall, if a claim in respect thereof is to be made against any indemnifying party under this Section 15.6, 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 notified, to assume the defense thereof with counsel selected by the indemnifying party and approved by the indemnified party (whose approval shall not be unreasonably withheld); provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 15.6, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 15.6.

          (d) If the indemnification provided for in this Section 15.6 is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any loss, liability, claim, damage, or expense referred to therein, then the indemnifying party, in lieu of indemnifying such indemnified party hereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such loss, liability, claim, damage, or expense in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other in connection with the statements or omissions that resulted in such loss, liability, claim, damage, or expense as well as any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the alleged omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission.

          (e) Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in

connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control.

          (f) The obligations of the Company and the Holder under this Section 15.6 shall survive the completion of any offering of Registrable Shares in a Registration Statement under this Section 15, and otherwise.

          15.7. Reports Under Securities Exchange Act of 1934. With a view to making available to the Holder the benefits of Rule 144 under the Securities Act (“Rule 144”) and any other rule or regulation of the SEC that may at any time permit the Holder to sell shares of the Company’s Common Stock to the public without registration, commencing immediately after the date on which a registration statement filed by the Company under the Securities Act becomes effective, the Company agrees to use its best efforts to:

          (a) make and keep public information available, as those terms are understood and defined in Rule 144;

          (b) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and

          (c) furnish to the Holder, so long as the Holder owns any Registrable Shares, forthwith upon request (i) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (ii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.

          15.8. Permitted Transferees. The rights to cause the Company to register Registrable Shares granted to the Holder by the Company under this Section 15 may be assigned in full by a Holder in connection with a transfer by the Holder of its Registrable Shares or Warrants if: (a) the Holder gives prior written notice to the Company; (b) such transferee agrees to comply with and be bound by the terms and provisions of this Agreement; (c) such transfer is otherwise in compliance with this Agreement and (d) such transfer is otherwise effected in accordance with applicable securities laws. Except as specifically permitted by this Section 15.8, the rights of a Holder with respect to Registrable Shares as set out herein shall not be transferable to any other person, and any attempted transfer shall cause all rights of the Holder therein to be forfeited.

          15.9 Termination of Registration Rights. The Holder shall no longer be entitled to exercise any registration rights provided for in Section 15.1 after such time at which all Registrable Shares held by the Holder can be sold in any three-month period without registration in compliance with Rule 144 of the Act.

     16. Information. So long as the Holder holds the Warrant and/or shares of Common Stock, the Company shall deliver to the Holder, promptly after mailing, copies of all notices, reports, financial statements, proxies or other written communication delivered or mailed to the holders of the Common Stock.

     17. Descriptive Headings. The description headings of the several sections and paragraphs of this Warrant are inserted for convenience only and do not constitute a part of this Warrant.

     18. Governing Law. This Warrant shall be construed and enforced under the laws of the State of Florida without regard to conflicts of law provisions

     19. Waiver of Jury Trial. THE COMPANY AND THE HOLDER HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, OR RELATED TO, THE SUBJECT MATTER OF THIS AGREEMENT. THIS WAIVER IS KNOWINGLY, INTENTIONALLY AND VOLUNTARILY MADE BY THE HOLDER AND THE COMPANY.

     IN WITNESS WHEREOF, the parties have executed this Warrant as of the date set forth below.

Dated: May 31, 2007

BLUECREST CAPITAL FINANCE, L.P.
By:	BlueCrest Capital Finance GP, LLC,
	Its General Partner

By:	/s/
	Name:
	Title:

By:	/s/
	Name:
	Title:

 

EXHIBIT A

NOTICE OF EXERCISE FORM

To: Bioheart Inc.

     (1) The undersigned hereby (A) elects to purchase ___ shares of Common Stock of Bioheart Inc., pursuant to the provisions of Section 3(b) of the attached Warrant, and tenders herewith payment of the purchase price for such shares in full, or (B) elects to exercise this Warrant for the purchase of ___ shares of Common Stock, pursuant to the provisions of Section 3(d) of the attached Warrant.

     (2) In exercising this Warrant, the undersigned hereby confirms and acknowledges that the shares of Common Stock to be issued are being acquired solely for the account of the undersigned and not as a nominee for any other party, and for investment, and that the undersigned will not offer, sell or otherwise dispose of any such shares of Common Stock except under circumstances that will not result in a violation of the Securities Act of 1933, as amended, or any applicable state securities laws.

     (3) Please issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned or in such other name as is specified below:

     (4) Please issue a new Warrant for the unexercised portion of the attached Warrant in the name of the undersigned or in such other name as is specified below:

EXHIBIT B

STOCKHOLDER AGREEMENT

BIOHEART, INC.

     STOCKHOLDER AGREEMENT (the “Agreement”), by and among BIOHEART, INC., a Florida corporation (“Bioheart” or the “Company”), HOWARD J. LEONHARDT (“HJL”), and the undersigned Stockholder of Bioheart (the “Stockholder”), effective as of the date of Bioheart’s signature below (the “Effective Date”).

RECITALS

     WHEREAS, HJL is the founder and Chief Executive Officer of Bioheart and, as of the date hereof, HJL owns a significant number of Bioheart’s outstanding shares of common stock, par value $.001 per share (the “Common Stock”);

     WHEREAS, the Stockholder understands and acknowledges that this Agreement is a material inducement to, and in consideration for, the shares of Common Stock to be issued and sold to the Stockholder pursuant to the Investment and Subscription Agreement between the Company and the Stockholder of even date herewith (the “Subscription Agreement”); and

     WHEREAS, the parties hereto desire to provide for the agreements contained herein, including without limitation those regarding restrictions on transfers of Common Stock and various other matters, and to provide for certain rights and obligations of the parties in respect thereof, all as hereinafter provided.

     NOW, THEREFORE, in consideration of the premises and of the terms and conditions contained herein, the parties hereto agree, intending to be legally bound, as follows:

DEFINITIONS

     1. As used herein, the term “Affiliate” means, with respect to any Person, any other Persons controlled by, controlling or under common control with such Person.

     2. As used herein, the term “Excluded Stock” means (i) the Reserved Options Shares (including issuance, award or grant thereof, the exercise thereof and or the vesting of or lapsing of restrictions thereto), (ii) securities issuable as a stock dividend or upon any subdivision of shares of Common Stock, provided that the securities issued pursuant to such stock dividend or subdivision are limited to additional shares of Common Stock, (iii) securities issuable pursuant to or otherwise sold in an Initial Public Offering or subsequent registered public offering, (iv) debt securities with no equity capital stock, or conversion to equity capital stock, provision, feature or right, (v) securities issued in connection with any loan or any equipment financing or leases (including securities issued in consideration of guarantees of such financing or leases) which are approved by the Company’s Board of Directors, provided that such securities are issued to one or more of the following or to affiliates of such persons: (a) any commercial lender or financial institution providing financing for such transaction, or (b) the party providing the equipment or lease, (vi) shares of Common Stock, or other securities (whether equity or debt, convertible or not, or otherwise) of the Company (or any subsidiary of the Company), issued in connection with acquisitions or strategic ventures, arrangements or alliances, and/or to vendors, customers, co-venturers or other persons in similar commercial or corporate partnering situations, in each case, where such issuance is approved by the Company’s Board of Directors and provided that such securities are issued to the seller in the case of an acquisition or to the parties constituting the strategic venture, arrangement or alliances,

or to the vendors, customers, co-venturer or other persons in similar commercial corporate partnering situations, as the case may be, or to affiliates of such persons, and (vii) any securities issued pursuant to a “poison pill” rights plan adopted by the Company.

     3. As used herein , the terms “Initial Public Offering” or “IPO” means the Company’s initial underwritten public offering of shares of Common Stock or other securities pursuant to a registration statement under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”). The parties acknowledge and agree that although the Company may attempt to conduct one or more public offerings of Common Stock in the future, the decision to proceed with any public offering shall be made solely by the Company’s Board of Directors, the Company has no obligation to conduct any public offering, and there can be no assurance that a public offering will ever be attempted or consummated.

     4. As used herein, the term “Person” means an individual, corporation, partnership, joint venture, trust, unincorporated organization, government (or any department or agency thereof) or other entity.

     5. As used herein, the term “Reserved Option Shares” means shares of Common Stock awarded, issued or issuable, or options, warrants or rights to purchase such shares of Common Stock granted or grantable from time to time, to directors, officers or employees of, or consultants to, the Company pursuant to any restricted stock, stock purchase or option plan (or other similar equity-based compensation plan, scheme or arrangement), where such plan has been authorized, or such award, issuance or grant has been approved by the Company’s Board of Directors (or by a properly authorized committee of the Board).

ARTICLE VII

     Section 7.1 Reconciliation with Prior Stockholders Agreements. Notwithstanding anything to the contrary in this Agreement, if the undersigned Stockholder is a party to any of the Prior Stockholders Agreements, it is hereby agreed that the provisions of this Agreement (and the rights and obligations hereunder) shall be limited, modified and/or interpreted as and to the extent necessary to resolve any conflict between the terms of this Agreement and such Prior Stockholders Agreement; it being agreed that any such limitation, modification or interpretation of the terms hereof and the determination of the existence of any such conflict shall be determined solely by the Company’s Board of Directors or Chief Executive Officer in good faith.

     Section 7.2 No Conflicting Agreements. The Stockholder shall not enter into any stockholder agreement or other agreements or arrangements of any kind with any Person with respect to the Common Stock or the Company that is inconsistent with, or that limits in any way the effectiveness or implementation of, the provisions of this Agreement, and the Stockholder represents and warrants to Bioheart that the Stockholder is not party to any such prohibited agreement or arrangement as of the time of this Agreement (other than, if applicable, a Prior Stockholders Agreement to which Section 1.1 hereof relates). The foregoing prohibition includes, but is not limited to, agreements or arrangements with respect to the acquisition or disposition of shares of Common Stock which is inconsistent with the provisions of this Agreement.

ARTICLE VIII
RESTRICTIONS ON TRANSFERS OF STOCK

     Section 8.1 General Provisions on Transfers

          (a) Prohibition on Transfers Generally. The Stockholder shall not at any time, directly or indirectly, sell, assign, gift, pledge, encumber or otherwise transfer any shares of Common Stock or any interest in or with respect to such shares (any such transaction, whether or not for consideration, or voluntary or involuntary, being referred to hereinafter as a “Transfer” and all Persons to whom a Transfer is made, regardless of the method of Transfer, shall be referred to collectively as “Transferees” and individually as a “Transferee”), unless such Transfer (A) is permitted under and made in accordance with Sections 2.3, 2.4, 2.5 or 2.6 hereof, or (B) is a Transfer to (i) Bioheart following Bioheart’s agreement to accept such Transfer, (ii) to HJL following HJL’s agreement to accept such Transfer, or (iii) to any other Person if in the case of this clause (iii) the proposed Transfer is expressly permitted by HJL in his discretion in writing (any such permitted transfer under this clause B is a “Section 2.1 Transfer”).

          (b) Recordation. Bioheart (or its transfer agent, if any) shall not be required to record upon its official stock books or records any Transfer of shares of Common Stock held or owned by the Stockholder or any other Person to any other Person or purported Transferee except Transfers in accordance with this Agreement.

          (c) Obligations of Transferees. No Transfer of shares of Common Stock by the Stockholder shall be permitted or effective unless the Transferee shall have executed an appropriate agreement and documents in form and substance satisfactory to Bioheart in its reasonable judgment confirming (i) that the Transferee takes such shares subject to all the terms and conditions of this Agreement and the Transferee agrees to be a party to this Agreement as a “Stockholder” hereunder and to comply with the obligations of a “Stockholder” under this Agreement and (ii) the transferee’s investment representations to Bioheart and related matters providing reasonable assurances that the transfer does not violate securities laws or this Agreement; except that the requirements of this paragraph (c) shall not apply to acquisitions of Common Stock by the Company or HJL and may be waived in whole or in part at the election of HJL in connection with Transfers under Sections 2.5 or 2.6 or a Transfer under clause B(iii) of Section 2.1(a).

     Section 8.2 Compliance with Securities Laws

     In addition to any other requirements of this Agreement, the Stockholder shall not Transfer any shares of Common Stock at any time, unless (a) the Transfer is pursuant to an effective registration statement under the Securities Act and in compliance with any other applicable federal securities laws and state securities or “blue sky” laws or (b) such Stockholder shall have furnished Bioheart with an opinion of counsel, which opinion and counsel shall be satisfactory to Bioheart in its reasonable judgment, to the effect that no such registration is required because of the availability of an exemption from registration under the Securities Act and under any applicable state securities or “blue sky” laws.

     Section 8.3 Permitted Transfers

          Section 8.3.1 Affiliate Transfers. The restrictions contained in Section 2.1(a) shall not apply to any Transfer of 100% of the Common Stock owned by the Stockholder to an Affiliate of the Stockholder that is not an individual. Any such Transferee must, as a condition to Transfer, agree to be bound by this Agreement as a Stockholder hereunder. In the event that any one or more parties other than the Person who is the Stockholder on the date of this Agreement (the “Original Stockholder”) becomes

party to this Agreement (or counterpart to this Agreement) as the Stockholder hereunder, such parties shall have no rights under this Section 2.3.1. Notwithstanding the foregoing, no such Transfer may be affected under this Section 2.3.1 unless Bioheart is satisfied, in its reasonable discretion that the proposed Transferee is an Accredited Investor.

          Section 8.3.2 Transfers to Another Stockholder. The restrictions contained in Section 2.1(a) shall not apply to any Transfer by the Stockholder to any one of the other stockholders of Bioheart if the Transfer occurs more than 18 months after the time when the shares to be transferred were acquired by the transferring Stockholder; provided, however, that no more than one Transfer may be made by the Stockholder under this Section 2.3.2 in any 90-day period. Notwithstanding the foregoing, no such Transfer may be affected unless Bioheart is satisfied, in its reasonable discretion that the proposed Transferee is an Accredited Investor.

     Section 8.4 Transfers to Third Parties; Rights of First Offer After 3 Years or Upon Improper Transfer.

          Section 8.4.1 (a) Notice of Right of First Offer. From and after the third annual anniversary of the date of this Agreement, if the Stockholder (for purposes of this section, the “Selling Stockholder”) desires to make a bona fide offer and sale of any of its Common Stock to a third party (a “Proposed Transferee”) (other than a Section 2.1 Transfer or a Transfer pursuant to Section 2.3, 2.5 or 2.6), then the Selling Stockholder shall cause such offer to be reduced to writing and the Selling Stockholder shall deliver a Notice of Right of First Offer to the Company and HJL containing the following information:

               (i) the number of shares of Common Stock proposed to be so transferred (the “Offered Stock”) (it being agreed that the Offered Stock must constitute the entire legal and beneficial interest in whole shares of Stock, and not any lesser rights or interests therein or any fractional shares);

               (ii) the terms and conditions of the proposed transfer (the “Offered Terms”), which terms shall include (A) the price per share at which the Selling Stockholder desires to sell the Offered Stock, and the timing of such payment (which price shall be payable only in cash, unless the Company permits other consideration to be paid, which consideration shall be valued as determined by the Company’s board of directors) and (B) the identity (if known or then contemplated) of the proposed or potential transferee(s) of the Offered Stock (i.e., name, occupation and address); and

               (iii) an irrevocable affirmative offer made by the Selling Stockholder to transfer the Offered Stock to the Company and/or HJL in accordance with this Stockholder Agreement, at a price (the “Offer Price”) equal to the cash portion of the price included in the Offered Terms plus additional cash equal to the fair market value (as determined by the Company’s Board of Directors) of any non-cash consideration included in the Offered Terms as indicated in the Notice of Right of First Offer (i.e., the number of shares of Offered Stock multiplied by the per share price).

               The date that the Notice of Right of First Offer is first received by the Company shall constitute the “First Offer Notice Date”.

                    (b) Right of First Offer to the Company. The Company shall have the exclusive, unconditional and irrevocable option to purchase and acquire from the Selling Stockholder all or any portion of the Offered Stock in its discretion, in accordance with the provisions of the Notice of Right of First Offer (other than the purchase price, which shall be payable in cash), for a period of thirty (30) days from the First Offer Notice Date, in accordance with the procedure described in this Section 2.4.1. The Selling Stockholder hereby irrevocably and unconditionally agrees to sell, transfer and convey

the Offered Stock, and all of such stockholder’s right, title and interest in and to such stock, on the terms and conditions set forth in this Section 2.4.1 (including this subsection (b)). The Company will be entitled to give written notice (the “Company Exercise Notice”) to the Selling Stockholder and to HJL, within thirty (30) business days from the First Offer Notice Date, of such party’s election to acquire all or any portion of the Offered Stock. The Company Exercise Notice shall refer to the Notice of Right of First Offer and shall set forth the number of shares of Offered Stock sought to be acquired by the Company pursuant to the exercise of its first offer rights hereunder.

                    (c) Second Priority Right of First Offer to HJL. In the event that the Company shall either (x) fail to deliver the Company Exercise Notice, properly and on a timely basis, as required in Section 2.4.1(b) hereof, or (y) deliver the Company Exercise Notice but shall elect to purchase less than all of the shares of Offered Stock, then HLJ shall have the exclusive, unconditional and irrevocable option to purchase and acquire the Remaining Offered Stock, in whole but not in part, in accordance with the provisions of the Notice of Right of First Offer (other than the purchase price, which shall be payable in cash), for a period of thirty (30) days from the First Offer Notice Date, in accordance with the procedure described in this Section 2.4.1. As used herein, the term “Remaining Offered Stock” shall mean, in the case of the event described in clause (x) of the immediately preceding sentence, all Offered Stock, and, in the case of the event described in clause (y) of the immediately preceding sentence, all shares of Offered Stock other than those shares with respect to which the Company exercised its right to purchase in the Company Exercise Notice). HJL will be entitled to give written notice (the “HJL Exercise Notice” and, generally, together with the Company Exercise Notice, the “Exercise Notice”) to the Selling Stockholder and the Company, within thirty (30) days from the First Offer Notice Date, of HJL’s election to acquire all of the Remaining Offered Stock in accordance with this Section 2.4.1(c). The HJL Exercise Notice shall refer to the Notice of Right of First Offer and shall set forth the number of shares of Remaining Offered Stock to be acquired by HJL pursuant to the exercise of its first offer rights hereunder.

                    (d) Requirement to Purchase All Offered Stock. Notwithstanding the provisions of the preceding subsections 2.4.1(b) and 2.4.1(c), the option to purchase Common Stock described in the Notice of Right of First Offer may be exercised and the Closing (as hereinafter defined) on such purchase consummated only if HJL and/or the Company, alone or collectively, agree to purchase all of the Offered Stock pursuant to one or both of their respective Exercise Notices.

                    (e) Closing and Tender Requirements. The consummation of any transfer to the Company or HJL required to be effected pursuant to this Section 2.4.1 shall constitute the “Closing”, and the time and date of such Closing shall constitute the “Closing Date”. The Closing shall be held at the principal office of the Company, at 10:00 a.m. on the fortieth (40th) day subsequent to the First Offer Notice Date (or such other date, time or place as mutually agreed upon by the parties to the transaction); subject, in any case, to extension until expiration or termination of any applicable regulatory waiting periods (including, without limitation, if applicable, pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended) and satisfaction of all other applicable regulatory conditions. At the Closing, the Selling Stockholder shall present to the purchaser(s) (the Company and/or HJL, as the case may be) all certificates for the Offered Stock required to be sold in such transaction, in proper form for transfer, including signed endorsements or stock powers. The Offered Stock shall be transferred free and clear of all liens, security interests and encumbrances or adverse claims of any kind or character. At the Closing, the purchaser(s), upon receipt of proper tender of the Offered Stock, shall tender full payment of the Offer Price in conformity with the Offered Terms as set forth in the Notice of Right of First Offer. In addition, if the Person selling Common Stock is the personal representative of a deceased Stockholder, the personal representative shall also deliver to the purchaser or purchasers (i) copies of letters testamentary or letters of administration evidencing his appointment and qualification, (ii) a certificate issued by the Internal Revenue Service pursuant to Section 6325 of Internal Revenue Code of

1986, as amended (the “Code”), discharging the shares being sold from liens imposed by the Code (or, if it is impossible to obtain such certificate by the Closing Date, the sale of such Common Stock may be consummated and the proceeds placed in escrow pending receipt thereof) and (iii) an estate tax waiver issued by the state of the decedent’s domicile.

                    (f) Permitted Transfer Following Expiration or Non-Exercise of Right(s) of First Offer. If the Company and HJL shall either (x) elect in writing not to exercise their Rights of First Offer under this Section 2.4 or (y) fail to deliver the Company Exercise Notice and/or the HJL Exercise Notice in satisfaction of paragraph (d) of this Section 2.4 within thirty (30) days after the First Offer Notice Date and in accordance with this Section 2.4, then all (and not less than all) of the Offered Stock may be sold by the Selling Stockholder, at any time during the ensuing sixty (60) days, at a price not less than the purchase price contained in the Offered Terms (as determined in accordance with paragraph (a) of this Section 2.4.1) and on material terms no more favorable in the aggregate to the purchaser than the Offered Terms as set forth in the Notice of Right of First Offer; provided, however, that the purchaser of such Stock, as a condition to the effectiveness of such transfer, must first execute a written acknowledgment and agreement, in form and substance reasonable satisfactory to the Company, that such purchaser is an Accredited Investor and has become a Stockholder and is a party to this Stockholder Agreement and that such purchaser agrees to be bound by the terms, restrictions, provisions and conditions set forth in this Stockholder Agreement (as such may be amended from time to time).

          Section 8.4.2 Improper Transfers; Right of First Offer Upon Improper Transfer. Absent the right to effect a Transfer of Common Stock pursuant to a Section 2.1 Transfer or a Transfer pursuant to Sections 2.3, 2.4, 2.5 or 2.6 hereof, any Transfer or purported Transfer of Common Stock by the Stockholder at any time during the term of this Stockholder Agreement, whether voluntary or involuntary, which is not in compliance with the terms and provisions of this Article 2, as determined in good faith by the Company’s Board of Directors (hereinafter, an “Improper Transfer”) shall be invalid, null, void and of no force or effect, and shall not be effected or permitted on the stock books and records of the Company, which constitute the definitive records regarding the issuance and transfer of Common Stock. In furtherance and not in limitation of the foregoing, promptly upon discovery of any such Improper Transfer or attempted Improper Transfer, the Company may in its discretion issue a Notice of Right of First Offer (with the date of such issue being deemed to be the “First Offer Notice Date” therefore) (hereinafter, the “Corporate Notice of Rights”), a copy of which shall be sent to the person attempting or purporting to make such Improper Transfer (the “Improper Transferor”) and to his or her intended transferee. The Improper Transferor shall comply with any requests for information that the Company shall make regarding such Improper Transfer. Upon the giving of the Corporate Notice of Rights, the time periods for the exercise of the Company’s and HJL’s purchase options specified in Section 2.4.1 (treating such Corporate Notice of Rights as if it were a “Notice of Right of First Offer” under Section 2.4.1) shall commence running, and the Company and HJL shall have such rights to purchase the shares subject to the Improper Transfer as provided in Section 2.4.1 above with respect thereto. The rights of the Company under this Section 2.4.2 shall be in addition to any rights, at law or in equity, which the Company may have in connection with any Improper Transfer. Notwithstanding any other provision of this Agreement, and whether or not the Company elects to give a Corporate Notice of Rights in connection with an Improper Transfer, the Company in its discretion may void and terminate any recordation of the Improper Transfer and may unilaterally cancel any stock certificates that may have been issued reflecting such Improper Transfer.

     Section 8.5 Tag-Along Rights for Stockholder

          Section 2.5.1 Tag-Along Notice. In the event that HJL proposes to sell all or a portion of the shares of Common Stock owned by him constituting twenty percent (20%) or more of the Company’s outstanding shares of Common Stock held by him on the date hereof (such shares to be sold,

the “HJL Shares”) and such sale is proposed to occur prior to the Company’s IPO (a “Covered Transaction”), then HJL shall give written notice (the “Tag-Along Notice”) to the Stockholder prior to consummating such sale, stating HJL’s bona fide intention to make such sale, referring to this Section 2.5, specifying the number of shares of Common Stock proposed to be sold and specifying the bona fide per share price (the “Tag-Along Price”), and the material terms pursuant to which such sale is proposed to be made (together with the Tag-Along Price, the “Tag-Along Terms”), and specifying the name, address, and relationship, if any, to HJL of the proposed purchaser or transferee. Upon the request of the Stockholder, HJL shall promptly furnish such information as may be reasonably requested (to the extent such information is known to HJL) to establish that the offer and proposed transferee are bona fide. Notwithstanding the foregoing, the provisions of this Section 2.5 shall not apply to (i) a transfer by HJL to any Affiliate of HJL that agrees to be bound by the terms of this Agreement as a Stockholder hereunder or (ii) a transfer of Common Stock pursuant to a registration statement filed with the Securities and Exchange Commission.

          Section 2.5.2 Exercise of Tag-Along Option.

                    (a) Option. The Stockholder shall have the option until the 15th day (the “Option Date”) following the date of the Tag-Along Notice to elect to participate in the Covered Transaction by selling a number of shares (the “Tag-Along Shares”) of Common Stock held by Stockholder equal to the product of (1) the quotient of (A) the aggregate number of shares of Common Stock proposed to be sold by HJL in the Covered Transaction divided by (B) the aggregate number of shares of Common Stock then owned by HJL, multiplied by (2) the number of shares of Common Stock then owned by the Stockholder, for the same Tag-Along Price and otherwise on the same Tag-Along Terms; provided, that in the event that the purchase price for the Common Stock to be sold by HJL consists in whole or in part of securities that are not issued in a transaction registered under the Securities Act, then the Stockholder shall not be entitled to any rights to sell Tag-Along Shares under this Section 2.5 unless the Stockholder is then an “Accredited Investor” (as defined in Rule 501 promulgated under the Securities Act) and Stockholder certifies in writing to Bioheart in form reasonable satisfactory to Bioheart that Stockholder is an “Accredited Investor”.

                    (b) Failure to Exercise Option. If the Stockholder does not timely exercise its option to sell shares of Common Stock in the Covered Transaction by delivering written notice of such exercise (the “Exercise Notice”) to each of HJL and the Company prior to the Option Date, then HJL shall be free, for a period of 90 days following the Option Date, to sell the HJL Shares (or any portion of the HJL Shares that the proposed purchaser desires to purchase) to the proposed transferee, as long as all of the HJL Shares to be sold are sold on material terms no more favorable in the aggregate to the purchaser than the Tag-Along Terms; in which event the Stockholder shall not have any rights to participate in such sale under this Section 2.5.

                    (c) Sale Agreement. If the Stockholder timely elects to sell Tag-Along Shares by delivering his Exercise Notice to each of HJL and the Company on or prior to the Option Date, then the Stockholder shall and does hereby agree to cooperate in consummating such a sale, including, without limitation, by becoming a party to the sales agreement for the Covered Transaction with respect to the Tag-Along Shares (or portion thereof) to be sold by the Stockholder, delivering at the consummation of such sale, stock certificates and other instruments for such Common Stock duly endorsed for transfer, free and clear of all liens and encumbrances, and voting or consenting in favor of such transaction (to the extent a vote or consent is required) and taking any other necessary or appropriate action in furtherance thereof, including the execution and delivery of any other appropriate agreements, certificates, instruments and other documents. In connection with such sale, the Stockholder may be required to make representations and indemnities to the buyer solely and in customary form with respect

to the Stockholder and the Stockholder’s ownership of, and his authority and rights to sell, his Tag-Along Shares and shall have no obligation with respect to transaction expenses of or on behalf of HJL.

                    (d) Limitations on Tag-A-Long Rights. Notwithstanding any other provision contained in this Agreement, there shall be no liability on the part of Bioheart or HJL to the Stockholder in the event that a Covered Transaction subject to this Section 2.5 is not consummated in full or at all for any reason whatsoever. The decision whether to propose or to consummate a Covered Transaction subject to this Section 2.5 shall be in the sole and absolute discretion of HJL. The Stockholder acknowledges that any proposed buyer in the Covered Transaction may choose not to consummate such transaction in whole or in part for any reason, including as a result of the terms of this Agreement or in the event that the Stockholder or any other party to the proposed transaction does not agree to the terms of such sale requested by the buyer. Stockholder also understands and agrees that a buyer may choose to purchase less than all of the shares proposed to be sold by HJL and the Stockholder (and any other Bioheart stockholders having applicable “tag-a-long” rights) in a Covered Transaction, in which case the number of Tag-Along Shares to be sold by the Stockholder shall be proportionately reduced.

     Section 8.6 Drag-Along Right of HJL

          Section 8.6.1 Exercise. If HJL, by himself or together with any one or more of his Affiliates and/or family members or trusts for the benefit of him and/or his family (HJL and such other sellers are referred to below as the “HJL Sellers”) propose to make a bona fide sale of shares constituting an aggregate of one-third (33 and 1/3 percent) or more of the Company’s outstanding shares of Common Stock to any proposed transferee not Affiliated with any of the HJL Sellers with respect to which a favorable opinion of a third party investment bank or valuation firm has been obtained by Bioheart with respect to the fairness, from a financial point of view, of the proposed transaction to the stockholders of Bioheart other than the HJL Sellers (the “Other Stockholders,” including the Stockholder party hereto), then HJL shall have the right (a “Drag-Along Right”), exercisable upon not less than 30 days’ prior written notice to the Stockholder (“Drag Notice”), to require the Stockholder to sell, and the Stockholder shall thereupon be required to sell, to the proposed transferee a number of shares (the “Drag-Along Shares”) of Common Stock held by the Stockholder equal to the product of (1) the quotient of (A) the aggregate number of shares of Common Stock to be sold by the HJL Sellers divided by (B) the aggregate number of shares of Common Stock then owned by the HJL Sellers times (2) the number of shares of Common Stock then owned by the Stockholder, on the same terms and conditions and at the same price per share (the “Drag-Along Price”) applicable to the HJL Sellers.

          Section 8.6.2 Sale Agreement. If the Stockholder is required to sell shares of Common Stock under this Section 2.6 (a “Drag-Along Seller”), the Stockholder agrees to cooperate in consummating such a sale, including, without limitation, by becoming a party to the sales agreement and all other appropriate related agreements, delivering at the consummation of such sale, stock certificates and other instruments for such shares of Common Stock duly endorsed for transfer, free and clear of all liens and encumbrances, and voting or consenting in favor of such transaction (to the extent a vote or consent is required) and taking any other necessary or appropriate action in furtherance thereof, including the execution and delivery of any other appropriate agreements, certificates, instruments and other documents (including documents for the sale or termination of Options if required). In connection with such sale, the Stockholder may be required to make representations and indemnities to the buyer solely and in customary form with respect to the Stockholder and the Stockholder’s ownership of, and his authority and rights to sell, his Drag-Along Shares and shall have no obligation with respect to any transaction expenses of or on behalf of the HJL Sellers.

          Section 8.6.3 No Liability. Notwithstanding any other provision contained in this Section 2.6, there shall be no liability on the part of Bioheart or any of the HJL Sellers in the event that the sale pursuant to this Section 2.6 is not consummated for any reason whatsoever. The decision whether to propose or to consummate a Transfer pursuant to this Section 2.6 shall be in the sole and absolute discretion of the HJL Sellers.

     Section 8.7 Restrictive Legends; Termination of Agreement.

          Section 8.7.1 Legends. Each outstanding certificate representing the Stockholder’s shares of Common Stock issued prior to the date when the applicable restrictions are terminated pursuant to Section 2.7.3, shall bear endorsements reading substantially as follows:

               (a) The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, or under the securities laws of any state and may not be transferred, sold or otherwise disposed of except while such a registration is in effect or pursuant to an exemption from registration under said Act and applicable state securities laws confirmed to the issuer by an opinion (reasonably satisfactory to the issuer) of counsel (reasonably satisfactory to the issuer).

               (b) The securities represented by this certificate and the holder of such securities are subject to the terms and conditions (including, without limitation, voting agreements and restrictions on transfer) set forth in a Stockholder Agreement, dated as of ___, 2006, a copy of which may be obtained from the issuer of this security. No transfer of such securities will be made on the books of the issuer unless accompanied by evidence of compliance with the terms of such agreement.

          Section 8.7.2 Copy of Agreement. A copy of this Agreement shall be filed with the corporate secretary of Bioheart and kept with the records of Bioheart.

          Section 8.7.3 Termination of Agreement.

               (a) Article I and Article II of this Agreement shall terminate when and if the Company’s IPO is consummated.

               (b) This entire Agreement (other than Section 2.2 and Section 2.7.4) shall terminate upon the first to occur of (i) the tenth (10th) annual anniversary of the date of the Agreement, (ii) upon such time when HJL (together with his family members and trusts for the benefit of him and/or his family members) and the Stockholders (including the Stockholder party hereto) who are party to this form of Stockholder Agreement in connection with the Offering contemplated by the Subscription Agreement (the “Stockholder Parties”) hold in the aggregate less than twenty five percent (25%) of the outstanding shares of Common Stock, (iii) upon the conclusion of the complete liquidation and dissolution of the Company, (iv) upon the approval of termination of this Agreement by HJL and the holders of not less than fifty percent of the aggregate number of shares of Common Stock then held by the Stockholder Parties, or (v) upon consummation of a reorganization, merger, or consolidation of, or any sale, transfer, conveyance or disposition of all or substantially all of the assets of, the Company or other form of corporate transaction, in each case, with respect to which persons who were the shareholders of the Company immediately prior to such reorganization, merger or consolidation, sale of assets or other transaction do not, immediately thereafter, own more than 50% of the combined voting power entitled to vote generally in the election of directors of the reorganized, merged, consolidated or asset-acquiring company’s then outstanding voting securities.

               (c) Nothing contained in this Section 2.7.3 shall affect or impair any rights or obligations arising under this Agreement prior to the time of, or in connection with, the termination of

this Agreement. Subject to the foregoing sentence and Section 3.3 hereof, the Stockholder shall cease to be bound by this Agreement as a “Stockholder” hereunder from and after the time that such Stockholder ceases to own any Common Stock or any rights, warrants or options to purchase or exercisable for or convertible into shares of Common Stock (but only if all such Stockholder’s Common Stock is transferred or otherwise disposed of by such Stockholder as permitted and in accordance with this Stockholder Agreement).

          Section 8.7.4 Removal of Legends on Stock Certificates. The legend required pursuant to Section 2.7.1(a) shall cease to be required as to any particular shares of Common Stock (a) when, in the opinion of counsel for Bioheart, such restriction is no longer required in order to assure compliance with the Securities Act or (b) when such shares shall have been effectively registered and sold under the Securities Act. Bioheart or Bioheart’s counsel, at their election, may request from the Stockholder a certificate or an opinion of such Stockholder’s counsel with respect to any relevant matters in connection with the removal of the endorsement set forth in Section 2.7.1(a) from such Stockholder’s stock certificates, any such certificate or opinion of counsel to be reasonably satisfactory to Bioheart and its counsel.

          The legend referred to in Section 2.7.1(b) shall cease to be required as to any particular shares of Common Stock when, in the opinion of counsel for Bioheart, the provisions of this Agreement are no longer applicable to such shares and their Stockholder, in which event the holder of such shares shall be entitled to receive from Bioheart, new certificates for a like number of shares of Common Stock not bearing the relevant terminated legend.

ARTICLE IX
OTHER AGREEMENTS

     Section 9.1 IPO Lockup Agreement

     The Stockholder shall comply with and agree to any customary form of “lock-up” agreement (meaning an agreement not to sell or engage in certain specified transactions regarding Common Stock or other Company securities for a period of time in connection with a public offering) that is requested by the underwriters managing the Company’s IPO if the term of such lock-up agreement is not more than 180 days and HJL also agrees to the terms of such lock-up agreement; and the Stockholder agrees to execute and deliver such form of lock-up agreement.

     Section 9.2 Specific Performance; Injunction

     The parties hereto acknowledge that the rights and obligations under this Agreement are unique, valuable and bargained for, and that there would be no adequate remedy at law if any party fails to perform any of its obligations hereunder, and accordingly agree that each party, in addition to any other remedy to which it may be entitled at law or in equity, shall be entitled (to the fullest extent permitted by law) to compel specific performance of the obligations of any other party under this Agreement in accordance with the terms and conditions of this Agreement, and to obtain injunction against violation of this Agreement, without the need to post or obtain any bond or similar requirement. Further, the Company may refuse to transfer on its books record ownership of Common Stock which has been sold or transferred in violation of this Agreement or to recognize any transferee as one of the Company’s shareholders for any purpose (including without limitation, for purposes of dividend and voting rights) until all applicable provisions of this Agreement have been complied with in full. All remedies provided by this Agreement are in addition to other remedies provided by law.

     Section 9.3 Recapitalizations and Exchanges Affecting Common Stock

     The provisions of this Agreement shall apply, to the full extent set forth herein with respect to Common Stock, to any and all shares of capital stock or equity securities of Bioheart or any successor or assign of Bioheart (whether by merger, consolidation, sale of assets or otherwise) which may be issued in respect of, in exchange for, or in substitution of, the Common Stock, or which may be issued by reason of any stock dividend, stock split, reverse stock split, combination, recapitalization, reclassification or otherwise. Upon the occurrence of any of such events, numbers of shares and amounts hereunder shall be appropriately adjusted.

     Section 9.4 Indemnification

     The Company shall not amend the indemnification provisions of the Company’s Articles of Incorporation (as amended, the “Articles”) or Bylaws to eliminate or reduce the indemnification provided therein for the Company’s directors and officers. The Company may in its discretion also enter into separate indemnification agreements with its officers and directors.

     Section 9.5 No Right of Employment or Participation in Management

     No Stockholder shall have any right of employment or other employee benefits, or any right to be a Director or officer of the Company or otherwise participate in the management of the Company in any manner or respect, solely as a consequence of owning Common Stock in the Company.

     Section 9.6 Stockholder Indemnification. The Stockholder agrees to indemnify the Company and its officers, directors and controlling persons against any and all losses, claims, damages, expenses or liabilities to which the Company and such Persons may become subject under any federal or state securities law, at common law, or otherwise, insofar as such losses, claims, damages, expenses or liabilities arise out of or are based upon (1) any transfer of any shares of Common Stock or other securities of the Company by such Stockholder in violation of the Securities Act or the Securities Exchange of 1934, as amended, the rules and regulations promulgated thereunder, or other applicable securities laws, or (2) any untrue statement of a material fact in connection with such Stockholder’s representations pursuant to this Stockholder Agreement or in connection with such Stockholder’s acquisition of Common Stock or with respect to the facts and representations supplied to counsel to the Company or to Stockholder’s counsel upon which its opinion as to a proposed transfer by the Stockholder was based.

     Section 9.7 Failure to Deliver Stock. If the Stockholder (or any personal representative, administrator, executor or other attorney or representative of, or authorized holder on behalf of, the Stockholder) who is obligated to sell or deliver shares of Stock (or the certificates representing such Stock) of the Company hereunder shall fail to sell or deliver such Stock (or certificates) on the terms and in accordance with the provisions of this Stockholder Agreement (hereinafter, a “Defaulting Stockholder”), and such failure shall continue for a period of fifteen (15) days after notice from the Company to such Defaulting Stockholder, then, upon approval by the Board of Directors of the Company, the sale and delivery of such Stock (and such certificates) shall nonetheless be deemed conclusively and for all purposes to have been effected and perfected as required pursuant to this Agreement, and the Company (on behalf of itself, or the designated party entitled to effect the purchase hereunder), in addition to all other remedies it may have, shall be authorized to (i) transmit to such obligated party, by registered mail, return receipt requested, the purchase price for such Stock (if any), on the terms provided for in this Stockholder Agreement, and (ii) upon written notice to the Stockholder, cancel on the Company’s stock books and ledger the certificates representing the Stock so to be purchased. Upon any such action, which if taken by the Company shall be binding and conclusive on all parties, all of the Defaulting Stockholder’s rights in and to such Stock shall cease and terminate.

     Section 9.8 Business Days. Whenever the terms of this Stockholder Agreement call for the performance of a specific act on a specified date, which date falls on a Saturday, Sunday or legal (banking) holiday in the State of Florida, the date for the performance of such act shall be postponed to the next succeeding regular business day following such Saturday, Sunday or legal (banking) holiday.

     Section 9.9 Void Transfers in Violation of Agreement. Any attempt by the Stockholder to transfer any Common Stock in violation of any applicable provision of this Agreement will be void. The Company will not be required (i) to transfer on its books any Common Stock that has been sold, given as a gift or otherwise transferred in violation of this Agreement, or (ii) to treat as owner of such Common Stock, or to accord the right to vote or pay dividends to any purchaser, donee or other transferee to whom such Common Stock may have been so transferred.

ARTICLE X
PREEMPTIVE PURCHAE RIGHTS IN CETAIN SUBSEQUENT FINANCING TRANSACTIONS

     Section 4.1 Exchange Right for Stock in Certain Subsequent Equity Financings. In the event of the issuance and sale by the Company for cash of shares of any class or series of the Company’s authorized stock (other than Excluded Stock), including, but not limited to, those shares which are convertible into shares of Common Stock (which sale may or may not also include the issuance and sale of shares of Common stock or other securities) during the period commencing on the Effective Date and terminating one hundred and eighty days thereafter (a “Triggering Sale”), the Company shall give written notice of such Triggering Sale to the Stockholder, which notice shall describe the securities proposed to be issued by the Company in such transaction (the “Included Securities”), and the number, price and payment terms therefore. The Stockholder shall have the right, for a period of fifteen (15) days following the date of receipt of such notice, to agree irrevocably and in writing to purchase, at the same price and on the same terms and conditions (except for the form of payment, which shall be in Shares as provided in the next succeeding sentence) as in the Triggering Sale, that number (the “Required Number”) of Included Securities which is equal to the quotient of (a) the product of the number of shares purchased by the Stockholder pursuant to the Subscription Agreement (the “Payment Shares”) multiplied by $4.75 (as adjusted for stock splits and similar events as provided in this paragraph below), divided by (b) the purchase price per share (or other unit, as the case may be) of the securities constituting the Included Securities. In lieu of using cash as purchase price consideration for the purchase of Included Securities in the connection with exercising any purchase right under this Section 4.1, the Stockholder shall use its Payment Shares, properly tendered and endorsed for transfer to the Company, as purchase currency and consideration (the “Value Per Share”), which Payment Shares shall, upon the closing of such purchase, be transferred by the Stockholder to the Company free and clear of all liens, security interests and encumbrances or adverse claims of any kind or character other than restrictions under applicable securities laws. The Stockholder may agree to purchase all (but not less than all) of the Required Number of Included Securities, by written notice thereof — which shall constitute an irrevocable offer to purchase — given by him or it to the Company prior to the expiration of the aforesaid fifteen (15) day period, in which event the Company shall sell, and such stockholder shall buy, at the closing of the Triggering Sale or on a date specified by the Company within a reasonable period of time (not to exceed fifteen (15) days) after such closing, upon the terms and conditions specified in the Triggering Sale (except with respect to the purchase consideration, which shall be paid by the Stockholder’s delivery and transfer to the Company of all the Payment Shares as provided in the Section), all of the Required Number of Included Securities, which delivery and transfer shall include the Stockholder’s delivery of stock certificates and other appropriate instruments of transfer for the Payment Shares, duly endorsed for transfer, so as to effect the transfer of the Payment Shares to the Company free and clear of all liens and encumbrances other than restrictions under applicable securities laws. The $4.75 Value Per Share Specified above relates to the Shares as constituted on the date of this Agreement (and following the closing of the Subscription

Agreement, which is being effected at a price of $4.75 per share), which Value Per Share shall be adjusted appropriately (and without duplication of any other adjustment required hereunder or otherwise) to reflect the effect of any stock split, stock dividend, combination, reclassification or similar event or transaction, and any such adjustment made in good faith by the Company’s Board of Directors in accordance with the foregoing shall be binding on Stockholders.

     Notwithstanding anything to the contrary in this Agreement, upon the consummation of the Stockholder’s purchase of Included Securities under this Section 4.1 (including without limitation the Stockholder’s execution and delivery of the required agreements and insturments in connection therewith which shall provide rights equivalent to those of the purchasers of Included Securities (the “Section 4.1 Agreements”)), the Stockholder and the Stockholder’s Common Stock and other securities of the Company which were subject to this Agreement prior to such purchases under Section 4.1 together shall continue to be subject to and bound by this Agreement following such purchase as applicable pursuant to the terms hereof; provided, however, that it is hereby further agreed that if the provisions of this Agreement (upon application of this paragraph) conflict with the terms of the Section 4.1 Agreements, then this Agreement and/or the Section 4.1 Agreements shall be limited, modified and/or interpreted as and to the extent necessary, permissable and/or appropriate to resolve any such conflict; it being agreed that any such limitation, modification or interpretation of the terms hereof or thereof and the determination of the existence of any such conflict shall be determined solely by the Company’s Board of Directors in good faith.

     Section 4.2 Provisions of General Application. Notwithsatanding any term or provision of this Agreement ot the contrary, no purchase or acquisition rights are provided or available under this Article IV with regard to grants, issuances or slaes of Excluded Stock.

     Section 4.3 Termination. Notwithstanding any other term or provisons of this Agreement, the terms and provisons of this Article IV (ant the rights and obligations provided hereunder) shall terminate, and become null, void and of no further forece or effect, upon the earlier of (i) termination of this Article IV or this Agreement as provided in Article III, or (ii) in the event that the Stockholder ceases to own at least fifty percent (50%) of the Shares acquired under the Subscription Agreement or (iii) one hundred and eighty (180) days after the Effective Date.

ARTICLE V
VOTING

     Section 5.1 Covenant to Vote

     Each of the Stockholders who owns or holds Common Stock entitled to vote on stockholder matters shall appear in person or by proxy at any annual or special meeting of stockholders of Bioheart for the purpose of obtaining a quorum and shall vote the shares of Common Stock entitled to vote on stockholder matters owned by such Stockholder, either in person or by proxy, at any annual or special meeting of stockholders of Bioheart, or shall so act by consensual action of stockholders (i.e., action by written consent as permitted by law); and (A) if the vote is called for the purpose of voting on the election or removal of directors, then each Stockholder shall vote (or act by consensual action) in favor of (i) the election of the “Bioheart Nominees” (as defined below) as the directors constituting the Board of Directors of Bioheart and (ii) the removal of directors of Bioheart who are “Bioheart Removal Candidates” (as defined below), and (B) if the vote is called for the purpose of voting on any matter that is subject to a “Bioheart Vote Recommendation” (as defined below) each Stockholder shall vote (or act by consensual action) in accordance with the applicable Bioheart Vote Recommendation (i.e., the Stockholder shall vote “For” or “Against” or otherwise in the manner directed by the Bioheart Vote

Recommendation). In addition, each Stockholder who holds Common Stock entitled to vote on stockholder matters shall appear in person or by proxy at any annual or special meeting of stockholders for the purpose of obtaining a quorum and shall vote the shares of Common Stock entitled to vote on stockholder matters owned by such Stockholder, either in person or by proxy, upon any matter submitted to a vote of the stockholders of Bioheart, or shall so act by consensual action of stockholders, in a manner so as to be consistent and not in conflict with, and to implement and effect, the terms of this Agreement. The terms “Bioheart Nominees”, “Bioheart Removal Candidates” and “Bioheart Vote Recommendation” shall mean such director nominees, such directors to be removed, and such vote recommendations, respectively, as determined by HJL in his discretion so long as HJL (together with his wife and any trusts for the benefit of him and/or his family members) hold in the aggregate Twenty Five Percent (25%) or more of Bioheart’s outstanding shares of Common Stock (or otherwise hold Bioheart securities having Twenty Five Percent (25%) or more of the combined voting power of Bioheart’s outstanding securities).

     Section 5.2 No Other Voting or Conflicting Agreements

     No Stockholder shall grant any proxy (except as provided in Section 5.3 below) or enter into or agree to be bound by any voting trust with respect to the Common Stock nor shall any Stockholder enter into any stockholder agreement or other agreements or arrangements of any kind with any Person with respect to the Common Stock or the Company that is inconsistent with, or that limits in any way the effectiveness or implementation of, the provisions of this Agreement (whether or not such agreements and arrangements are with other Stockholders or holders of Common Stock or other Persons that are not parties to this Agreement), and each Stockholder represents and warrants to Bioheart that no such prohibited agreement or arrangement with respect to such Stockholder exists as of the time such Stockholder became a party to this Agreement. The foregoing prohibition includes, but is not limited to, agreements or arrangements with respect to the acquisition, disposition or voting of (or providing a consent with respect to) shares of Common Stock inconsistent with the provisions of this Agreement. No Stockholder shall act, for any reason, on such Stockholder’s own behalf or as a member of a group or in concert with any other Persons in connection with the acquisition, disposition or voting of shares of Common Stock, or otherwise in any manner, which is inconsistent with the provisions of this Agreement.

     Section 5.3 Grant of Proxy; Corporate Governance Matters.

          Section 5.3.1 Irrevocable Proxy. Each Stockholder hereby irrevocably constitutes and appoints the “Proxy” (as defined below) as such Stockholder’s proxy, with full right and power to vote all of such Stockholder’s shares of Common Stock, in accordance with any vote of such shares required under Article V of this Agreement with respect to any Bioheart Nominees, Bioheart Removal Candidates or any Bioheart Vote Recommendation. The term “Proxy” means HJL (and/or any other individual selected by HJL, or designated as attorney-in-fact by HJL, to be Proxy in connection with a particular vote). The proxy granted hereby shall remain in effect for so long as and at all times that the provisions of Section 5.1 of this Agreement shall remain in effect and shall terminate immediately and automatically only upon the termination of Section 5.1 of this Agreement (or termination of this Article V) in accordance with the provisions hereof. The proxy granted hereby is irrevocable and is coupled with an interest, as provided in Section  ###-###-####(5) of the Florida Business Corporation Act.

          Section 5.3.2 Scope of Agreement. This Agreement shall govern the vote of each Stockholder’s shares of Common Stock to the extent provided herein, whether the vote is made by the Proxy or by the Stockholder or any other Person, with respect to any and all matters voted upon by shareholders of the Company, whether at a meeting or pursuant to written consent or otherwise, including, but not limited to the following (the following enumeration does not mean that the items must or will be submitted to a vote of the shareholders or that a shareholder vote is required in connection with such items):

               (i) any change in the authorized capital stock or capital structure of the Company, including the creation of any additional class of shares or the increase of the number of authorized shares of any class;

               (ii) any amendment of the Company’s Articles of Incorporation or bylaws;

               (iii) any merger, share exchange, sale of all or substantially all of the assets or dissolution of the Company;

               (iv) the election of the Company’s Board of Directors;

               (v) any change in the number of directors fixed to serve on the Company’s Board of Directors; and

               (vi) to the extent a shareholder vote is otherwise required, the establishment of restricted stock, stock option or similar plans, or the issuance by the Company of shares of Common Stock, whether in connection with acquisitions, strategic relationships or otherwise.

     Unless terminated as hereinafter provided, this Agreement shall remain in effect without regard to any action taken by shareholders of the Company.

          Section 5.3.3 Voting of Shares by Proxy. Each Stockholder and the Company agrees and covenants that at any meeting of shareholders of the Company and/or in connection with any corporate action by the shareholders of the Company as to which the Proxy is authorized to vote under Section 5.3.1, all of such Stockholder’s shares of Common Stock (whether now owned or hereafter acquired) shall be voted by the Proxy in the manner and to the effect as required under Section 5.1 hereof, unless such Stockholder otherwise votes its shares of Common Stock in the manner as required under Section 5.1.

          Section 5.3.4 Limitation of Proxy’s Liability. The Proxy shall not incur any liability or responsibility by reason of any error of judgment, mistake of law or other mistake, or for any act or omission of any agent or attorney, or for any misconstruction of this Agreement, or for any action of any kind taken or omitted hereunder or believed by him to be in accordance with the provisions and intents hereof, except for his own individual intentional misconduct in bad faith.

ARTICLE VI
MISCELLANEOUS

     Section 6.1 Notices

     All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given on the date of service if served personally on the

party to whom notice is to be given, on the date of transmittal of services via facsimile or telecopy to the party to whom notice is to be given (if receipt is orally confirmed by phone and a confirming copy delivered thereafter in accordance with this Section), or on the fifth day after mailing if mailed to the party to whom notice is to be given, by first class mail, registered or certified, postage prepaid, or via a nationally recognized overnight courier providing a receipt for delivery and properly addressed as set forth on the signature pages to this Agreement, as the case may be. Any party may change its address for purposes of this paragraph by giving notice of the new address to each of the other parties in the manner set forth above.

     Section 6.2 Successors and Assigns

     This Agreement shall be binding upon and shall inure to the benefit of the parties, and their respective successors and assigns. If the Stockholder or any Affiliate thereof or any Transferee of the Stockholder shall acquire any shares of Common Stock in any manner, whether by operation of law or otherwise, such shares and such transferee shall be held subject to all of the terms of this Agreement and by taking and holding such shares such Person shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement, except in the case of a Stockholder’s Transfer for which the Transferee is not required to take shares subject to this Agreement as expressly provided in Section 2.1(c) hereof.

     Section 6.3 Governing Law

     This Agreement shall be governed and construed and enforced in accordance with the laws of the State of Florida, without regard to the principles of conflicts of law thereof.

     Section 6.4 Descriptive Headings, Etc.

     The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning of terms contained herein. Unless the context of this Agreement otherwise requires, references to “hereof,” “herein,” “hereby,” “hereunder” and similar terms shall refer to this entire Agreement.

     Section 6.5 Amendment; Waiver

     Except as specifically provided otherwise herein (including without limitation Section 2.7.3 hereof), this Agreement may not be amended or supplemented or terminated except by an instrument in writing signed by each of (i) Bioheart, (ii) HJL (but only if he is a party to this Agreement at such time) and (iii) either the Stockholder, or by such Stockholder Parties holding not less than fifty percent of the aggregate number of shares of Common Stock then held by the Stockholder Parties. HJL is not a “Stockholder” under this Agreement. The foregoing notwithstanding, Bioheart, without the consent of any other party hereto, may in its discretion amend the signature pages hereto in order to add any holder of Bioheart Common Stock or other Bioheart securities as a party hereto in the capacity of a Stockholder hereunder if such person is required to become a party hereto under the terms of this Agreement.

     Except as expressly provided herein neither this Agreement nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the party against whom enforcement of any such amendment, waiver, discharge or termination is sought; provided, however, that any amendments or terminations of this Agreement effected in accordance with the foregoing paragraph of this Section 5.5 shall be binding upon all parties hereto, including those not signing such amendment or termination.

     No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly so provided.

     Section 6.6 Severability

     If any term or provision of this Agreement shall to any extent be held to be invalid or unenforceable under applicable law by a court of competent jurisdiction, the remainder of this Agreement shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. Upon the determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties shall negotiate in good faith to modify this Agreement so as to effect their original intent as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the extent possible, but in any event this Agreement shall be construed to give effect to the purposes and intents indicated herein to the fullest practicable extent, whether or not the parties are able to determine such modification to this Agreement.

     Section 6.7 Further Assurances

     The parties hereto shall from time to time execute and deliver all such further documents and do all acts and things as the other party may reasonably require to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement, including, without limitation, to the extent necessary or appropriate or requested by Bioheart, using all reasonable efforts to cause the amendment of the Articles of Incorporation or the ByLaws of Bioheart in order to provide for the enforcement of this Agreement in accordance with its terms.

     Section 6.8 Entire Agreement; Counterparts

     This Agreement represents the complete agreement among the parties hereto with respect to the transactions contemplated hereby and supersedes all prior written or oral agreements and understandings. This Agreement may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.

     Section 6.9 No Third Party Beneficiaries

     The provisions of this Agreement shall be only for the benefit of the parties to this Agreement, and no other Person shall have any third party beneficiary or other right hereunder.

     Section 6.10 Pronouns.

     Whenever the context of this Agreement permits, the masculine or neuter gender shall include the feminine, masculine and neuter genders, and any reference to the singular or plural shall be interchangeable with the other.

     Section 6.11 Dispute Resolution

     If two or more parties should have a material dispute arising out of or relating to this Agreement or the parties’ respective rights and duties hereunder, then the parties will resolve such dispute in the following manner: (i) any party may at any time deliver to the other parties to the dispute a written dispute notice setting forth a brief description of the issue for which such notice initiates the dispute resolution mechanism contemplated by this Section 5.11; (ii) during the forty-five (45) day period

following the delivery of the notice described in the foregoing clause (i) above, appropriate representatives of the various parties will meet and seek to resolve the disputed issue through negotiation, (iii) if representatives of the parties are unable to resolve the disputed issue through negotiation, then within thirty (30) days after the period described in the foregoing clause (ii) above, the parties will refer the issue (to the exclusion of a court of law) to final and binding arbitration in Broward County, Florida, in accordance with the then existing rules (the “Rules”) of the American Arbitration Association (“AAA”), and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof; provided, however, that the law applicable to any controversy shall be the law of the State of Florida, regardless of principles of conflicts of laws. In any arbitration pursuant to this Agreement, (i) discovery shall be allowed and governed by the Florida Code of Civil Procedure and (ii) the award or decision shall be rendered by a majority of the members of a Board of Arbitration consisting of three (3) members, one of whom shall be appointed by each of the respective parties and the third of whom shall be the chairman of the panel and be appointed by mutual agreement of said two party-appointed arbitrators. In the event of failure of said two arbitrators to agree within sixty (60) days after the commencement of the arbitration proceeding upon the appointment of the third arbitrator, the third arbitrator shall be appointed by the AAA in accordance with the Rules. In the event that either party shall fail to appoint an arbitrator within thirty (30) days after the commencement of the arbitration proceedings, such arbitrator and the third arbitrator shall be appointed by the AAA in accordance with the Rules. Nothing set forth above shall be interpreted to prevent the parties from agreeing in writing to submit any dispute to a single arbitrator in lieu of a three (3) member Board of Arbitration or to submit the dispute to any state or federal court of proper jurisdiction. Upon the completion of the selection of the Board of Arbitration (or if the parties agree otherwise in writing, a single arbitrator), an award or decision shall be rendered within no more than forty-five (45) days. Notwithstanding the foregoing, the request by either party for specific performance or preliminary or permanent injunctive relief, whether prohibitive or mandatory, shall not be subject to mandatory arbitration under this Section 5.11 and may be adjudicated only by the courts of the State of Florida or the U.S. District Court in Florida which are located in Broward County, Florida.

[signatures on following page]

     IN WITNESS WHEREOF, the parties below have caused this Stockholder Agreement to be duly executed as of the respective date(s) set forth below.

Dated:                , 2006

[Stockholder’s signature is on the following page]

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STOCKHOLDER’S SIGNATURE PAGE

Bioheart, Inc. Stockholder Agreement

     This is the signature page to the STOCKHOLDER AGREEMENT by and among the undersigned STOCKHOLDER(s), BIOHEART, INC., a Florida corporation, and HOWARD J. LEONHARDT, and each person signing this page as a Stockholder below intends to be legally bound by such Stockholder Agreement as the “Stockholder” thereunder.

 

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EXHIBIT C

ASSIGNMENT FORM

     FOR VALUE RECEIVED, the undersigned registered owner of this Warrant hereby sells, assigns and transfers unto the Assignee named below all of the rights of the undersigned under the within Warrant, with respect to the number of shares of Common Stock set forth below:

Name of Assignee		Address		No. of Shares

and does hereby irrevocably constitute and appoint                      Attorney to make such transfer on the books of Bioheart Inc. maintained for the purpose, with full power of substitution in the premises.

The undersigned also represents that, by assignment hereof, the Assignee acknowledges that this Warrant and the shares of stock to be issued upon exercise hereof are being acquired for investment and that the Assignee will not offer, sell or otherwise dispose of this Warrant or any shares of stock to be issued upon exercise hereof except under circumstances which will not result in a violation of the Securities Act of 1933, as amended, or any state securities laws. Further, the Assignee has acknowledged that upon exercise of this Warrant, the Assignee shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of stock so purchased are being acquired for investment and not with a view toward distribution or resale.

Name:                                                             
Dated: