Exhibit 2.3

AMENDMENT TO
LOAN AND SECURITY AGREEMENT

          This AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “ Agreement ”) dated as of April 2, 2009 is entered into by and among BlueCrest Venture Finance Master Fund Limited, a Cayman Islands limited company as successor to BlueCrest Capital Finance, L.P. (“ Lender ”), and Bioheart, Inc., a Florida corporation (“ Borrower ”).

RECITALS

          A. Borrower and Lender are parties to the Loan and Security Agreement (No. V07107) dated as of May 31, 2007, as amended from time to time (the “ Loan Agreement ”), pursuant to which Lender has agreed to provide certain financial accommodations to or for the benefit of Borrower upon the terms and conditions contained therein. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Loan Agreement.

          B. Borrower has informed Lender that an Event of Default (the “ Existing Default ”) has occurred and is continuing under Section 8.1(a) of the Loan Agreement as a result of Borrower’s failure to pay amounts due as scheduled for January 2009, February 2009 and March 2009 with respect to the Term Loan under the Loan Agreement.

          C. Borrower has requested that Lender forbear from exercising its rights and remedies as a result of the Existing Default and that Lender consider amending the Loan Agreement to restructure the terms and conditions thereof.

          D. Lender is willing to amend the Loan Agreement and forbear from exercising its rights and remedies as a result of the Existing Default, on the terms and conditions set forth herein.

AGREEMENT

          NOW, THEREFORE, in consideration of the premises herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower and Lender hereby agree as follows:

1. Ratification and Incorporation of Loan Agreement and Other Agreements . Except as expressly modified by this Agreement, Borrower hereby acknowledges, confirms and ratifies all of the terms and conditions set forth in, and all of its obligations under, the Loan Agreement and the Other Agreements. Without limiting the generality of the foregoing, Borrower acknowledges and agrees that as of April 1, 2009, (i) the aggregate outstanding principal amount of the Term Loan was $2,943,431.78, and (ii) accrued but unpaid interest in respect of the Term Loan was $126,077.00. Borrower represents that it has no offset, defense, counterclaim, dispute or disagreement of any kind or nature whatsoever with respect to the amount of such indebtedness.

2. Forbearance in Respect of Existing Default .

          2.1 Acknowledgment . Borrower hereby acknowledges and agrees that the Existing Default has occurred and is continuing, and that the Existing Default entitles Lender to exercise its rights and remedies under the Loan Agreement and applicable law, and Borrower further represents and warrants that as of the date hereof no Defaults or Events of Default have occurred and are continuing other than the Existing Default. Lender has not waived, presently

does not intend to waive and may never waive the Existing Default, and nothing contained herein or in the transactions contemplated hereby shall be deemed to constitute any such waiver. Borrower hereby acknowledges and agrees that Lender has the presently exercisable right to declare Borrower’s Liabilities to be immediately due and payable under the terms of the Loan Agreement but that Lender has agreed to forbear from exercising such rights in accordance with the terms and conditions of this Agreement.

          2.2 Forbearance .

               (a) In reliance upon the representations, warranties and covenants of Borrower contained in this Agreement, and subject to the terms and conditions of this Agreement and any documents or instruments executed in connection herewith, Lender agrees, during the period (the “ Forbearance Term ”) beginning as of the date hereof and ending on the occurrence of any Default or Event of Default other than the Existing Default, to forbear from exercising its rights and remedies under the Loan Agreement and Other Agreements in respect of or arising out of the Existing Default, subject to the conditions, amendments and modifications contained herein.

               (b) Upon the termination of the Forbearance Term, the agreement of Lender to forbear shall automatically and without further action terminate and be of no force and effect, it being expressly agreed that the effect of such termination will be for Lender to have the right in its sole discretion to exercise such rights and remedies immediately, without any further notice, passage of time or forbearance of any kind.

          2.3 No Waivers; Reservation of Rights .

               (a) Lender has not waived, is not by this Agreement waiving, and has no intention of waiving, any Defaults or Events of Default that may be continuing on the date hereof (including the Existing Default) or any Defaults or Events of Default that may occur after the date hereof (whether similar to the Existing Default or otherwise), and Lender has not agreed to forbear with respect to any of its rights or remedies concerning any Defaults or Events of Default (other than, during the Forbearance Term, the Existing Default to the extent expressly set forth herein), that may have occurred or are continuing as of the date hereof or that may occur after the date hereof.

               (b) Subject to Section 2.2 above (solely with respect to the Existing Default), Lender reserves the right, in its sole discretion, to exercise any or all of its rights and remedies under the Loan Agreement and the Other Agreements as a result of any Defaults or Events of Default that may be continuing on the date hereof or any Defaults or Event of Default that may occur after the date hereof, and Lender has not waived any of such rights or remedies, and nothing in this Agreement, and no delay on its part in exercising any such rights or remedies, should be construed as a waiver of any such rights or remedies.

               (c) Notwithstanding anything herein to the contrary, Lender hereby waives its right to collect interest at the default rate provided under the Loan Agreement for the period commencing on date of the acceleration notice, February 2, 2009, through the date hereof.

      3.  Amendments to Loan Agreement .

          3.1 Section 1.RR of the Loan Agreement is hereby amended to read, in its entirety, as follows:

“Ordinary Course Indebtedness” means (i) accounts payable incurred in the ordinary course of business; (ii) unsecured indebtedness not to exceed, in the aggregate, $20,000; (iii) leases or other financing or the acquisition of equipment or property incurred in the ordinary course of business not to exceed, in the aggregate, $250,000 during the term of the Loan Agreement; and (iv) unsecured indebtedness, not to exceed $385,000 in aggregate principal amount, provided that such indebtedness is subject to a subordination agreement satisfactory to Lender in its sole discretion.

          3.2 Section 1.III of the Loan Agreement is hereby amended to read, in its entirety, as follows:

“Warrant” means the Warrant described in Section 2.5(b) of the Loan Agreement, together with the Warrant to purchase $700,000 of the shares of Borrower’s Common Stock at a purchase price of equal to the average closing price over the five trading days immediately preceding the execution of this Amendment to Loan and Security Agreement minus 15%.

          3.3 Section 2.1 of the Loan Agreement is hereby amended to read, in its entirety, as follows:

Term Loan. On the terms and subject to the conditions contained in this Loan Agreement, including those listed in Section 2.5 hereof, Lender has loaned to Borrower on May 31, 2007, a term loan (the “Term Loan”), in the original principal amount of Five Million Dollars ($5,000,000.00), the proceeds of which were to be used for working capital. As of the date hereof, the current outstanding principal balance of the Term Loan is $2,943,431.78. This is not a revolving line of credit and Borrower may not repay and re-borrow the amounts advanced or to be advanced under this Section 2.1(a). The Term Loan was initially to be repaid in thirty-six (36) monthly scheduled installments as follows: (i) commencing on the first Business Day of first full month after the date of the Term Loan, and continuing on the first Business Day of the second full calendar month and the third full calendar month after the date of the Term Loan, three (3) monthly payments of interest only (paid in arrears); then (ii) commencing on the first Business Day of the fourth full calendar month after the date of the Term Loan and continuing on the first Business Day of each month thereafter, thirty-three (33) equal monthly payments of principal and interest. From and after the date hereof, the Term Loan shall be repaid as follows: (i) commencing on April 1, 2009, three (3) monthly payments of interest only (paid in arrears), then (ii) on July 1, 2009, twelve (12) equal monthly payments of principal and interest (paid in arrears). All such payments are to be made on the first Business Day of relevant month.

          3.4 Section 5.1 of the Loan Agreement is hereby amended to read, in its entirety, as follows:

           Grant of Security Interest. (a) To further secure to Lender the prompt full and faithful payment and performance of Borrower’s Liabilities and the prompt, full and complete performance by Borrower of each of its covenants and duties under this Loan Agreement and the Other Agreements, Borrower grants to Lender, a valid, first priority continuing security interest in and lien upon all of the following (except as to assets or property with Permitted Liens, upon which a lien which may be other than a first priority lien is granted), whether now owned or hereafter acquired and wherever located:

          (i) All Receivables;

          (ii) All Equipment;

          (iii) All Fixtures;

          (iv) All General Intangibles (excluding Intellectual Property);

          (v) All Inventory;

          (vi) All Investment Property;

          (vii) All Deposit Accounts and Securities Accounts (other than Account Numbers 2290 0834 6165 and 2290 0834 6178 of the Borrower at Bank of America (the “Bank of America Aggregation Account” and the “Payroll Account”, respectively));

     (viii) All Cash;

     (ix) All Documents;

     (x) All Proceeds from the sale, transfer or other disposition of Intellectual Property;

     (xi) All other Goods and tangible and intangible personal property of Borrower (other than Intellectual Property), whether now or hereafter owned or existing, leased, consigned by or to, or acquired by, Borrower and wherever located, and

     (xii) to the extent not otherwise included, all Proceeds of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of each of the foregoing and all attachments, accessories, accessions, replacements, substitutions, additions or improvements to any of the foregoing, wherever located and all products and proceeds of the foregoing including without limitation proceeds of insurance policies insuring the foregoing and all books and records with respect thereto;

     (all of the foregoing personal property is hereinafter sometimes individually and sometimes collectively referred to as “Collateral”). Notwithstanding anything herein contained or construed to the contrary, Borrower is not granting to Lender, and Lender is not receiving from Borrower and the term “Collateral” shall not include, any grant of a security interest in any of Borrower’s now owned or hereafter acquired Intellectual Property (other than a security interest in the Proceeds from the sale, transfer or other disposition of Intellectual Property), the Bank of America Aggregation Account (and any payments from the Credit Support Providers to the Borrower under any of the Bank of America Loan Guarantee Agreements received therein), or the Payroll Account; provided , however , that software, firmware and operating systems that cannot be removed from the Collateral without rendering the Collateral inoperable shall be deemed to be part of the “Collateral” unless such construction is prohibited by or inconsistent with any relevant license or other agreement respecting such software, firmware or operating system. Borrower shall make appropriate entries upon its financial statements and its books and records disclosing Lender’s security interest in the Collateral.

     Borrower hereby further agrees that, except as expressly permitted herein including with respect to Permitted Liens, Borrower shall not hereafter grant a security interest in or pledge any of its Intellectual Property to any other party.

     (b) Notwithstanding the foregoing, in the event that an Event of Default (other than the Existing Default) occurs on or after the date hereof, Section 5.1 shall automatically, and without further action of the parties, be amended to read as follows, and shall relate back to the date of this Agreement:

      “Grant of Security Interest. To further secure to Lender the prompt full and faithful payment and performance of Borrower’s Liabilities and the prompt, full and complete performance by Borrower of each of its covenants and duties under this Loan Agreement and the Other Agreements, Borrower grants to Lender, a valid, first priority continuing security interest in and lien upon all of the following (except as to assets or property with Permitted Liens, upon which a lien which may be other than a first priority lien is granted), whether now owned or hereafter acquired and wherever located:

     (xiii) All Receivables;

     (xiv) All Equipment;

     (xv) All Fixtures;

     (xvi) All General Intangibles;

     (xvii) All Intellectual Property;

     (xviii) All Inventory;

     (xix) All Investment Property;

     (xx) All Deposit Accounts and Securities Accounts (other than Account Numbers 2290 0834 6165 and 2290 0834 6178 of the Borrower at Bank of America (the “Bank of America Aggregation Account” and the “Payroll Account”, respectively));

     (xxi) All Cash;

     (xxii) All Documents;

     (xxiii) All other Goods and tangible and intangible personal property of Borrower, whether now or hereafter owned or existing, leased, consigned by or to, or acquired by, Borrower and wherever located, and

     (xxiv) to the extent not otherwise included, all Proceeds of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of each of the foregoing and all attachments, accessories, accessions, replacements, substitutions, additions or improvements to any of the foregoing, wherever located and all products and proceeds of the foregoing including without limitation proceeds of insurance policies insuring the foregoing and all books and records with respect thereto;

(all of the foregoing personal property is hereinafter sometimes individually and sometimes collectively referred to as “Collateral”). Notwithstanding anything herein contained or construed to the contrary, Borrower is not granting to Lender, and Lender is not receiving from Borrower and the term “Collateral” shall not include, any grant of a security interest in the Bank of America Aggregation Account (and any payments from the Credit Support Providers to the Borrower under any of the Bank of America Loan Guarantee Agreements received therein), or the Payroll Account. Borrower shall make appropriate entries upon its financial statements and its books and records disclosing Lender’s security interest in the Collateral.

     Borrower hereby further agrees that, except as expressly permitted herein including with respect to Permitted Liens, Borrower shall not hereafter grant a security interest in or pledge any of its Intellectual Property to any other party.”

          3.5 The Loan Agreement is hereby amended to include the Security Agreement (Intellectual Property) (the “ IP Security Agreement ”) and the documents related thereto, to be provided by Borrower pursuant to Section 6.2 below, and in form and substance reasonably satisfactory to Borrower and Lender, as an “ Other Agreement ”. Notwithstanding anything contained in this Agreement or the IP Security Agreement to the contrary, Lender and Borrower acknowledge and agree that Lender shall not have any security interest in, on or to the Borrower’s Intellectual Property unless or until a Default or Event of Default (other than the Existing Default) shall have occurred and be continuing under the Loan Agreement, as amended.

      4.  Fee . Borrower shall pay to Lender a fee (the “ Commitment Fee ”) in the amount of $15,000, as provided in Section 6.1 below.

      5.  Conditions to Effectiveness .

          The effectiveness of this Agreement shall be subject to satisfaction of each of the following conditions:

          5.1 Receipt by Lender of a copy of this Agreement, and the Amended, Restated Promissory Note in respect of the Term Loan (the “Amended Note”), and the Warrant, each duly authorized, executed and delivered by Borrower;

          5.2 The absence of any Default or Events of Default other than the Existing Event of Default;

          5.3 Receipt by Lender of the Commitment Fee and payment of accrued but unpaid interest, in the amount of $126,077.00, in respect of December 2008, January 2009, February 2009 and March 2009;

          5.4 Receipt by Lender of a consent to this Agreement, executed by each holder of the subordinated debt of Borrower, including Bank of America, (other than Hunton & Williams); and

          5.5 Borrower shall deliver to Lender the IP Security Agreement, together with all appropriate documents for filing with the United States Patent and Trademark Office (“USPTO”), the United States Copyright Office (“USCO”) and all other filings necessary to perfect the security interests granted to Lender by the IP Security Agreement, each duly authorized, executed and delivered by Borrower (the “IP Security Interest Documents”); provided, that Lender shall hold such IP Security Interest Documents in trust for the benefit of Borrower and shall not file or otherwise present such IP Security Documents to any third party unless a Default or Event of Default (other than the Existing Default) has occurred and is continuing under the Loan Agreement, at which time Lender shall be free to file such IP Security Documents with the USPTO, the USCO or any other governmental agency it determines to perfect its security interest in the Borrower’s Intellectual Property.

      6.  Covenants .

          Borrower covenants as follows:

          6.1 Borrower shall deliver to Lender on or before April 15, 2009, the Commitment Fee; and

          6.2 Borrower shall cause to be delivered to Lender on or before April 10, 2009, a subordination agreement executed by Hunton & Williams in respect of indebtedness owed to it by Borrower, in form and substance satisfactory to Lender.

      7.  Representations and Warranties . In order to induce Lender to enter into this Agreement and amend the Loan Agreement in the manner provided in this Agreement, Borrower represents and warrants to Lender as follows:

          7.1 Power and Authority . Borrower has all requisite corporate power and authority to enter into this Agreement, the Amended Note, the Warrant and the IP Security Agreement (collectively, the “ Amendment Agreements ”) and to carry out the transactions contemplated by, and perform its obligations under, the Loan Agreement as amended by this Agreement (hereafter referred to as the “ Amended Loan Agreement ”).

          7.2 Authorization of Agreements . The execution and delivery of the Amendment Agreements by Borrower and the performance of the Amendment Agreements and the Amended Loan Agreement by Borrower have been duly authorized by all necessary action, and this Agreement has been duly executed and delivered by Borrower.

          7.3 Enforceability . Each of the Amendment Agreements and the Amended Loan Agreement constitutes the legal, valid and binding obligation of Borrower enforceable against Borrower in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles (whether enforcement is sought in equity or at law).

          7.4 No Conflict . The execution and delivery by Borrower of the Amendment Agreements and the performance by Borrower of each of the Amendment Agreements and the Amended Loan Agreement do not and will not (i) contravene, in any material respect, any provision of any law or regulation, or, to Borrower’s knowledge, any decree, ruling, judgment or

order that is applicable to Borrower or its properties or other assets, (ii) result in a breach of or constitute a default under the charter, bylaws or other organizational documents of Borrower or any material agreement, indenture, lease or instrument binding upon Borrower or its properties or other assets or (iii) result in the creation or imposition of any liens on its properties other than liens in favor of Lender granted by the Amendment Agreements.

          7.5 Governmental Consents . No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by Borrower of the Amendment Agreements.

          7.6 Representations and Warranties in the Loan Agreement . Borrower confirms that as of the date hereof the representations and warranties contained in the Loan Agreement and the Other Agreements are (before and after giving effect to this Agreement) true and correct (except to the extent any such representation and warranty is expressly stated to have been made as of a specific date, in which case it shall be true and correct as of such specific date) and that, other than the Existing Default, no Default or Event of Default has occurred and is continuing.

      8.  Miscellaneous .

          8.1 Effect of this Agreement . Except as modified pursuant hereto, no other changes or modifications to the Loan Agreement or Other Agreements are intended or implied and in all other respects the Loan Agreement and Other Agreements are hereby specifically ratified, restated and confirmed by all parties hereto as of the effective date hereof. To the extent of conflict between the terms of this Agreement and the Loan Agreement or Other Agreements, the terms of this Agreement shall control. The Loan Agreement and this Agreement shall be read and construed as one agreement.

          8.2 Costs and Expenses . Borrower absolutely and unconditionally agrees to pay to Lender, on demand by Lender at any time and as often as the occasion therefor may require, whether or not all or any of the transactions contemplated by this Agreement are consummated: all fees and disbursements of any counsel to Lender in connection with the preparation, negotiation, execution, or delivery of this Agreement and any agreements delivered in connection with the transactions contemplated hereby and expenses which shall at any time be incurred or sustained by Lender or any participant of Lender or any of their respective directors, officers, employees or agents as a consequence of or in any way in connection with the preparation, negotiation, execution, or delivery of this Agreement, the IP Security Agreement and any agreements prepared, negotiated, executed or delivered in connection with the transactions contemplated hereby, including any fees payable in connection with filings necessary to perfect the security interests granted to Lender by the IP Security Agreement.

          8.3 Further Assurances . The parties hereto shall execute and deliver such additional documents and take such additional action as may be necessary or desirable to effectuate the provisions and purposes of this Agreement.

          8.4 Binding Effect . This Agreement shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors and assigns.

          8.5 Release .

               (a) In consideration of the agreements of Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby

acknowledged, Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Lender and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Lender and all such other Persons being hereinafter referred to collectively as the “ Releasees ” and individually as a “ Releasee ”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “ Claim ” and collectively, “ Claims ”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Agreement, including for or on account of, or in relation to, or in any way in connection with any of the Loan Agreement, or any of the Other Agreements or transactions thereunder or related thereto.

               (b) Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.

Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.

          8.6 Covenant Not to Sue . Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not sue (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by Borrower pursuant to Section 8.5 hereof. If Borrower or any of its successors, assigns or other legal representations violates the foregoing covenant, Borrower, for itself and its successors, assigns and legal representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violation.

          8.7 Severability . Any provision of this Agreement held by a court of competent jurisdiction to be invalid or unenforceable shall not impair or invalidate the remainder of this Agreement.

          8.8 Reviewed by Attorneys . Borrower represents and warrants to Lender that it (a) understands fully the terms of this Agreement and the consequences of the execution and delivery of this Agreement, (b) has been afforded an opportunity to have this Agreement reviewed by, and to discuss this Agreement and document executed in connection herewith with, such attorneys and other persons as Borrower may wish, and (c) has entered into this Agreement and executed and delivered all documents in connection herewith of its own free will and accord and without threat, duress or other coercion of any kind by any Person. The parties hereto acknowledge and agree that neither this Agreement nor the other documents executed pursuant hereto shall be construed more favorably in favor of one than the other based upon which party

drafted the same, it being acknowledged that all parties hereto contributed substantially to the negotiation and preparation of this Agreement and the other documents executed pursuant hereto or in connection herewith.

          8.9 GOVERNING LAW: CONSENT TO JURISDICTION AND VENUE . EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THE LOAN AGREEMENT OR ANY OF THE OTHER AGREEMENTS, IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS AGREEMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS AND DECISIONS OF THE STATE OF ILLINOIS APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE, WITHOUT REGARD TO THE PRINCIPLES THEREOF REGARDING CONFLICTS OF LAWS, AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA. BORROWER HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED WITHIN THE COUNTY OF COOK, STATE OF ILLINOIS, SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN BORROWER AND LENDER PERTAINING TO THIS AGREEMENT, THE LOAN AGREEMENT OR ANY OF THE OTHER AGREEMENTS OR TO ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE LOAN AGREEMENT OR ANY OF THE OTHER AGREEMENTS; PROVIDED , THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE LENDER FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO COLLECT THE OBLIGATIONS, TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF LENDER. BORROWER EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND BORROWER HEREBY WAIVES ANY OBJECTION WHICH IT MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. BORROWER HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINTS AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO BORROWER AT THE ADDRESS SET FORTH IN THE LOAN AGREEMENT AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF BORROWER’S ACTUAL RECEIPT THEREOF OR THREE DAYS AFTER DEPOSIT IN THE UNITED STATES MAILS, PROPER POSTAGE PREPAID.

          8.10 WAIVER OF JURY TRIAL . BORROWER AND LENDER EACH WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, ARISING OUT OF, OR IN ANY WAY RELATING TO, THIS LOAN AGREEMENT WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE.

          8.11 Counterparts . This Agreement may be executed in identical counterpart copies, each of which shall be an original, but all of which shall constitute one and the same

agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile transmission shall be effective as delivery of a manually executed counterpart thereof.

          8.12 Headings . Section headings used herein are for convenience of reference only, are not part of this Agreement, and are not to be taken into consideration in interpreting this Agreement.

          8.13 Recitals . The recitals set forth at the beginning of this Agreement are true and correct, and such recitals are incorporated into and are a part of this Agreement.

     IN WITNESS WHEREOF, this Agreement is executed and delivered as of the day and year first above written.

Exhibit 2.4

GRANT OF SECURITY INTEREST

(PATENTS)

     This GRANT OF SECURITY INTEREST, dated as of April, 2, 2009, is executed by Bioheart, Inc., a Florida corporation (“ Grantor ”), in favor of BlueCrest Venture Finance Master Fund Limited, a Cayman Islands limited company as successor to BlueCrest Capital Finance, L.P. (“ Lender ”).

     A. Pursuant to that certain Loan and Security Agreement, dated as of May 31, 2007 (as amended, supplemented or otherwise modified from time to time, the “ Loan Agreement ”), between Grantor and Lender, Lender agreed to extend loans and other financial accommodations to Grantor upon the terms and subject to the conditions set forth therein.

     B. Grantor owns the letters patent, and/or applications for letters patent, of the United States and certain foreign countries, more particularly described on Schedules 1-A and 1-B annexed hereto and made a part hereof (collectively, the “ Patents ”).

     C. Grantor and other entities party thereto from time to time have entered into a Security Agreement (Intellectual Property) dated as of April 2, 2009 (as amended, restated, supplemented or otherwise modified from time to time, the “ Security Agreement ”) in favor of Lender.

     D. Pursuant to the Security Agreement, Grantor has assigned and granted to Lender a security interest in all right, title and interest of Grantor in and to the Patents, together with any reissue, continuation, continuation-in-part or extension thereof, and all proceeds thereof, including any and all causes of action which may exist by reason of infringement thereof (the “ Collateral ”), to secure the prompt payment, performance and observance of the Secured Obligations, as defined in the Security Agreement;

     NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, Grantor does hereby further assign, transfer and convey unto Lender and grant to Lender a security interest in the Collateral to secure the prompt payment, performance and observance of the Secured Obligations.

     Grantor does hereby further acknowledge and affirm that the rights and remedies of Lender with respect to the assignment of and security interest in the Collateral made and granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which are hereby incorporated herein by reference as if fully set forth herein.

The Lender’s address is:

BlueCrest Venture Finance Master Fund Limited
PO Box 309, Ugland House
South Church Street
George Town, Cayman Islands
Attention: Legal Department

with a copy to:

BlueCrest Venture Finance Master Fund Limited
c/o 225 West Washington Street
Suite 200
Chicago, IL 60606
Attention: Robert Nagy
Tel. No.: (312) 368-4973
Fax No.: (312) 443-0126

          IN WITNESS WHEREOF, Grantor has caused this Grant of Security Interest to be executed as of the day and year first above written.

		GRANTOR
		Bioheart, Inc.,
		a Florida corporation
		By:		/s/Howard J. Leonhardt
		Name:		Howard J. Leonhardt
		Title:		Chairman, CEO & CTO

SCHEDULE 1-A TO GRANT OF SECURITY INTEREST

PATENTS

Title

Jurisdiction

Serial No.

Filing Date

Patent No.

Issue date

Method of Providing A Biological Pacemaker

US

07/622,381

11/30/90

5,103,821

04/14/92

Method for inducing angiogenesis by electrical stimulation of muscles

US

09/858,036

05/15/01

6,988,004

01/17/06

Method of providing a dynamic cellular cardiac support

US

10/847,240

05/17/04

7,341,062

03/11/08

Method of enhancing myogenesis by electrical stimulation

US

11/091,554

03/28/05

7,483,749

01/27/09

SCHEDULE 1-B TO GRANT OF SECURITY INTEREST

PATENT APPLICATIONS

None

Exhibit 2.5

SECURITY AGREEMENT
(INTELLECTUAL PROPERTY)

     THIS SECURITY AGREEMENT (INTELLECTUAL PROPERTY) (this “ Security Agreement ”), dated as of April 2, 2009, is entered into by and between Bioheart, Inc., a Florida corporation (the “ Grantor ”), and BlueCrest Venture Finance Master Fund Limited, a Cayman Islands limited company, as successor to BlueCrest Capital Finance, L.P. (“ Lender ”).

     A Pursuant to that certain Loan and Security Agreement, dated as of May 31, 2007 (as amended, restated, supplemented or otherwise modified from time to time, the “ Loan Agreement ”), by and between Grantor and Lender, the Lender agreed to extend loans and other financial accommodations to Grantor upon the terms and subject to the conditions set forth therein.

     B. Grantor and Lender have entered into that certain Amendment to Loan and Security Agreement, dated as of the date hereof (as amended, the “ Amendment ”), pursuant to which Grantor agreed to deliver to Lender this Security Agreement duly executed by Grantor.

     C. Pursuant to the Amendment, Grantor has agreed to enter into this Security Agreement and, in the event that an Event of Default (as defined in the Loan Agreement) other than the Existing Default (as defined in the Amendment) occurs on or after the date hereof, to grant a security interest in the Collateral described herein, which grant shall be effective and relate back to the date hereof.

AGREEMENT

     In consideration of the above recitals and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Grantor hereby agrees with Lender as follows:

      1.  Definitions and Interpretation . When used in this Security Agreement, the following terms shall have the following respective meanings:

          “ Amendment ” has the meaning given to that term in Recital B hereof.

          “ Collateral ” has the meaning given to that term in Section 2 hereof.

          “ Copyright Office ” means the United States Copyright Office or any successor office or agency thereto.

          “ Copyrights ” has the meaning given to that term in Attachment 1 hereto.

          “ Grantor ” has the meaning given to that term in the introductory paragraph hereof.

          “ Lender ” has the meaning given to that term in the introductory paragraph hereof.

          “ Loan Agreement ” has the meaning given to that term in Recital A hereof.

          “ Other Agreements ” has the meaning given to that term in the Loan Agreement.

          “ Patent and Trademark Office ” means the United States Patent and Trademark Office or any successor office or agency thereto.

          “ Patent Applications ” means all applications made by, or on behalf of, Grantor to the Patent and Trademark Office or to any similar office or agency of any foreign country or political subdivision thereof for the registration of Patents.

          “ Patent Registrations ” means all Patents registered with the Patent and Trademark Office or with any similar office or agency of any foreign country or political subdivision thereof and all Patent Applications.

          “ Patents ” has the meaning given to that term in Attachment 1 hereto.

          “ Secured Obligations ” means the Borrower’s Liabilities (as defined in the Loan Agreement).

          “ Security Agreement ” means this Security Agreement (Intellectual Property) and all exhibits and schedules hereto, as the same may from time to time be amended, modified, supplemented or restated.

          “ Trade Secrets ” has the meaning given to that term in Attachment 1 hereto.

          “ Trademarks ” has the meaning given to that term in Attachment 1 hereto.

          “ UCC ” means the Uniform Commercial Code as the same may, from time to time, be in effect in the State of Illinois; provided , however , in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection or priority of Lender’s security interest in any collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of Illinois, the term “UCC” means the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such attachment, perfection of priority and for purposes of definitions related to such provisions.

Unless otherwise defined herein, all other capitalized terms used herein and defined in the Loan Agreement shall have the respective meanings given to those terms in the Loan Agreement, and all terms defined in the UCC shall have the respective meanings given to those terms in the UCC.

      2.  Grant of Security Interest . In the event that an Event of Default (as defined in the Loan Agreement) other than the Existing Default (as defined in the Amendment) occurs on or after the date hereof (the date of such additional Event of Default, the “ Trigger Date ”), Grantor hereby, effective as of the date hereof, assigns, conveys, mortgages, pledges, grants, hypothecates and transfers to Lender, as security for the full, prompt, complete and final payment when due (whether at stated maturity, by acceleration or otherwise) and prompt performance and observance of all of the Secured Obligations, and in order to induce the Lender to enter into the Amendment, a security interest in and to all of Grantor’s right, title and interest in, to and under the property described in Attachment 1 hereto, whether now owned or hereafter acquired (collectively, the “ Collateral ”), which Attachment 1 is incorporated herein.

      3.  Representations and Warranties . Grantor represents and warrants to Lender as follows:

          (a) Grantor has good and valid rights in, title to or leasehold interests in each item of the Collateral pledged by Grantor hereunder (or, in the case of after-acquired Collateral, at the time Grantor acquires rights in such after-acquired Collateral pledged by Grantor hereunder). No other Person has (or, in the case of after-acquired Collateral, at the time Grantor acquires rights therein, will have) any right, title, claim or interest (by way of lien, purchase option or otherwise) in, against or to the Collateral, other than Permitted Liens.

          (b) As of the Trigger Date and upon the filing of an amendment to the Lender’s UCC financing statement to add the Collateral described in Attachment 1 hereto and filings with the Patent and Trademark Office or Copyright Office contemplated by this Security Agreement, Lender will have a first priority perfected security interest in the Collateral, subject to Permitted Liens.

          (c) Grantor has full corporate power and corporate authority to make the conditional assignment and grant the security interest as set forth herein.

          (d) Grantor has the sole, full and, subject to Permitted Liens, unencumbered right, title and interest in and to (i) each of the Trademarks described in Schedule A to Attachment 1 hereto for the goods and services covered by the registrations thereof, (ii) each of the Patents described in Schedule B to Attachment 1 hereto, and (iii) each of the Copyrights described in Schedule C to Attachment 1 hereto. The registrations for such

Trademarks and Patents are valid and enforceable and in full force and effect and none of the Patents has been abandoned or dedicated.

          (e) Grantor does not own any Patents, Trademarks or Copyrights registered in, or the subject of pending applications in, the Patent and Trademark Office or the Copyright Office, other than those described in Schedules A, B and C to Attachment 1 hereto.

          (f) No claim has been made by any third party and remains unresolved that any of the issued Patents, Trademarks or Copyrights is invalid and unenforceable or violates or may violate the rights of any Person.

          (g) Grantor has obtained from each of its employees, officers, directors and consultants who may be considered the inventor of patentable inventions (invented within the scope of such Person’s relationship with Grantor) an assignment to such Grantor of all rights to such inventions, including Patents.

          (h) Grantor has taken commercially reasonable steps to protect the secrecy and the validity under applicable law of all material Trade Secrets.

      4.  Covenants of the Grantor . Grantor hereby agrees as follows:

          (a) From and after the Trigger Date, Grantor, at the Grantor’s expense, shall promptly procure, execute and deliver to Lender all documents, instruments and agreements and perform all acts which are necessary, or which Lender may reasonably request, to establish, maintain, preserve, protect and perfect the Collateral, the lien granted to Lender therein and the first priority of such lien (subject to Permitted Liens) or to enable Lender to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the preceding sentence, Grantor shall (i) execute all notices of security interest for each relevant type of intellectual property in forms suitable for filing with the Patent and Trademark Office or the Copyright Office, as applicable, substantially in the forms of Attachments 2 and 3 hereto or other forms acceptable to Lender and (ii) take all commercially reasonable steps in any proceeding before the Patent and Trademark Office, the Copyright Office or any similar office or agency in any other country or any political subdivision thereof, to diligently prosecute or maintain, as applicable, each application and registration of the Patents, Trademarks and Copyrights, including filing of renewals, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings (except to the extent that the failure to prosecute or maintain or the dedication, abandonment or invalidation thereof is permitted hereunder or unless Grantor in the exercise of its prudent business judgment deems the failure to prosecute or maintain or the dedication, abandonment or invalidation to be commercially reasonable).

          (b) Grantor shall not use any Collateral or knowingly, after reasonable inquiry, permit any Collateral to be used in violation of (i) any provision of the Loan Agreement, this Security Agreement or any Other Agreements, (ii) any applicable governmental rule or contractual obligation violation, or (iii) any policy of insurance covering the Collateral.

          (c) Grantor shall pay promptly when due all taxes and other governmental charges, all liens and all other charges (except to the extent constituting Permitted Liens) now or hereafter imposed upon, relating to or affecting any Collateral; except for taxes being disputed in good faith and for which Grantor has adequate reserves.

          (d) Grantor shall appear in and defend any action or proceeding which may affect its title to or Lender’s security interest in the Collateral.

          (e) Grantor shall keep accurate and complete records of the Collateral and shall permit Lender to examine and make copies of such records and provide such reports and information relating to the Collateral as Lender may reasonably request from time to time.

          (f) Grantor shall not sell, encumber, lease, rent, option, license or otherwise dispose of or transfer any Collateral or right or interest therein except as permitted in the Loan Agreement, and Grantor shall keep the Collateral free of all liens except Permitted Liens.

          (g) Grantor (either directly or through licensees) will continue to use the Trademarks in connection with each and every trademark class of goods or services applicable to its current line of products or services as reflected in its current catalogs, brochures, price lists or similar materials in order to maintain the Trademarks in full force and effect free from any claim of abandonment for nonuse, and Grantor will not (and will not knowingly permit, after reasonable inquiry, any licensee thereof to) do any act or knowingly omit to do any act whereby any Trademark may become invalidated, unless Grantor, in the exercise of its prudent business judgment, deems any such Trademark not to have any significant commercial value. Grantor will not do any act, or omit to do any act, whereby the Patents or Patent Registrations may become abandoned or dedicated or the remedies available against potential infringers weakened and shall notify Lender immediately if it knows of any reason or has reason to know that any such Patent Registration may become abandoned or dedicated, unless Grantor, in the exercise of its prudent business judgment, deems any such Patent not to have any significant commercial value. Grantor will not do any act or omit to do any act, whereby the Copyrights may become abandoned or dedicated or the remedies available against potential infringers weakened unless Grantor, in the exercise of its prudent business judgment, deems any such Copyright not to have any significant commercial value, and shall notify Lender immediately if it knows of any reason or has reason to know that any such Copyright may become abandoned or dedicated.

          (h) Grantor will promptly notify Lender upon the filing, either by Grantor or through any agent, employee, licensee or designee, of (i) an application for the registration of any Patent, Trademark, or Copyright with the Patent and Trademark Office or the Copyright Office or any similar office or agency in any other country or any political subdivision thereof, (ii) any assignment of any Patent or Trademark, which Grantor may acquire from a third party, with the Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof, or (iii) any assignment of any Copyright, which Grantor may acquire from a third party, with the Copyright Office or any similar office or agency in any other country or any political subdivision thereof.

          (i) Grantor shall make application to (i) the Patent and Trademark Office to register any unpatented but patentable inventions developed by Grantor or its employees or consultants (within the scope of their employment or consulting relationship), unless Grantor, in the exercise of its prudent business judgment, deems any such Patent not to have any significant commercial value or determines that its rights thereunder are better preserved as a Trade Secret, (ii) the Patent and Trademark Office to register any registerable but unregistered Trademarks used by Grantor in connection with its products or services unless Grantor in the exercise of its prudent business judgment, deems any such Trademark not to have any significant commercial value, and (iii) the Copyright Office to register any unregistered Copyright to which Grantor has rights unless Grantor in the exercise of its prudent business judgment, deems any such Copyright not to have any significant commercial value or determines that its rights thereunder are better protected as a Trade Secret.

          (j) Grantor shall and shall cause its employees and require its licensees to (i) use proper statutory notice in connection with its use of the Patents, Trademarks and Copyrights, (ii) maintain consistent standards of quality in its manufacture of products sold under the Trademarks or provision of services in connection with the Trademarks, and (iii) take commercially reasonable steps necessary to protect the secrecy and the validity under applicable law of all material Trade Secrets.

          (k) If Grantor learns of any use by any Person of any term or design that is reasonably foreseeable to cause confusion with any Trademark, Grantor shall promptly notify Lender of such use and of all steps taken and to be taken to remedy any infringement of such Trademark, unless Grantor, in the exercise of its prudent business judgment, deems such Trademark not to have any significant commercial value.

          (l) Grantor shall maintain with each employee or consultant who may have access to the Trade Secrets of Grantor an agreement by which such employee or consultant agrees not to disclose such Trade Secrets and with each employee or consultant who may be the inventor of patentable inventions (invented within the scope of their employment or consulting relationship) an invention assignment agreement requiring such employee or consultant to assign all rights to such inventions, including, patents and patent applications, to Grantor and further

requiring such employee or consultant to cooperate fully with Grantor and its successors in interest in the prosecution of any patent application or in any litigation involving the invention, whether such cooperation is required during such employee’s employment or such consultant’s relationship with Grantor or after the termination thereof.

      5.  Authorized Action by the Lender . Effective as of the Trigger Date, Grantor hereby irrevocably appoints Lender as its attorney-in-fact and agrees that Lender may perform (but Lender shall not be obligated to and shall incur no liability to Grantor or any third party for failure so to do) any act which Grantor is obligated by this Security Agreement to perform, and to exercise such rights and powers as Grantor might exercise with respect to the Collateral, including, without limitation, the right to (a) collect by legal proceedings or otherwise and endorse, receive and receipt for all royalties, payments, proceeds and other sums and property now or hereafter payable on or on account of the Collateral; (b) insure, process, preserve and enforce the Collateral; (c) make any compromise or settlement, and take any commercially reasonable action it deems advisable, with respect to the Collateral; (d) pay any indebtedness of Grantor relating to the Collateral; and (e) execute UCC financing statements and other documents, instruments and agreements required hereunder; provided , however , that Lender shall exercise such powers only after the occurrence and during the continuance of an Event of Default. Grantor agrees to reimburse Lender upon demand for all costs and expenses, including attorneys’ fees, Lender may incur while acting as Grantor’s attorney-in-fact hereunder, all of which costs and expenses are included in the Secured Obligations. Grantor agrees that such care as Lender gives to the safekeeping of its own property of like kind shall constitute reasonable care of the Collateral when in Lender’s possession; provided , however , that Lender shall not be required to make any presentment, demand or protest, or give any notice and need not take any action to preserve any rights against any prior party or any other Person in connection with the Secured Obligations or with respect to the Collateral.

      6.  Default and Remedies . From and after the Trigger Date but relating back to the date hereof, Grantor shall be deemed in default under this Security Agreement upon the occurrence and during the continuance of an Event of Default, as that term is defined in the Loan Agreement. From and after the Trigger Date but relating back to the date hereof, in addition to all other rights and remedies granted to Lender by this Security Agreement, the Loan Agreement, the Other Agreements, the UCC and other applicable governmental rules, Lender may, upon the occurrence and during the continuance of any Event of Default, exercise any one or more of the following rights and remedies: (a) collect, receive, appropriate or realize upon the Collateral or otherwise foreclose or enforce the Lender’s security interests in any or all Collateral in any manner not prohibited by applicable governmental rules or in this Security Agreement; (b) notify any or all licensees of Collateral to make payments thereon directly to Lender; (c) sell, license or otherwise dispose of any or all Collateral at one or more public or private dispositions, whether or not such Collateral is present at the place of sale, for cash or credit or future delivery, on such commercially reasonable terms and in such commercially reasonable manner as Lender may determine in accordance with applicable law; (d) upon five (5) Business Days’ prior notice to Grantor, direct Grantor not to make any further use of the Patents, the Trademarks (or any mark similar thereto), or the Copyrights (or any work deriving therefrom); (e) upon five (5) Business Days’ prior notice to Grantor, license, whether general, special or otherwise, and whether on an exclusive or nonexclusive basis, any of the Patents, Trademarks or Copyrights, throughout the world for such term or terms, on such conditions, and in such manner, as Lender shall in its sole discretion determine; (f) enforce (and upon notice to Grantor have the exclusive right to enforce) against any licensee or sublicensee all rights and remedies of Grantor in, to and under any one or more license agreements with respect to the Collateral (without assuming any obligations or liability thereunder), and take or refrain from taking any action under any thereof; and (g) in addition to the foregoing, in order to implement the assignment, sale or other disposal of any of the Collateral, pursuant to the authority granted in Section 5 hereof, execute and deliver on behalf of Grantor, upon five (5) Business Days’ prior notice to Grantor, one or more instruments of assignment of the Patents, Trademarks or Copyrights (or any application or registration thereof), in form suitable for filing, recording or registration in any country.

      7.  Application of Proceeds . The proceeds of any sale, disposition or other realization upon all or any part of the Collateral shall be applied by Lender to the Secured Obligations in any manner whatsoever as Lender shall choose in its sole and absolute discretion.

      8.  Indemnification and Release .

          (a) Grantor assumes all responsibility and liability arising from the use of the Patents, Trademarks and Copyrights, and Grantor hereby indemnifies and holds Lender and its directors, officers, employees, agents and any of its respective Affiliates (“Indemnitees”) harmless from and against any claim, suit, loss, damage or expense (including attorneys’ fees and expenses) arising out of or in connection with (i) any alleged infringement of any patent, trademark, service mark, trade name, trade secret or copyright of a third party or alleged defect in any product manufactured, promoted or sold by Grantor (or any Affiliate of Grantor) in connection with any Patent, Trademark or Copyright, (ii) the manufacture, promotion, labeling, sale or advertisement of any product or service by Grantor (or any Affiliate of Grantor), (iii) any action taken or omitted to be taken by Lender hereunder with respect to any license agreement of Grantor or (iv) any claim, suit or proceeding instituted by Grantor or in which Grantor participates. Grantor agrees that the Indemnities do not assume, and shall have no responsibility for, the payment of any sums due or to become due under any agreement or contract included in the Collateral or the performance of any obligations to be performed under or with respect to any such agreement or contract by Grantor, and Grantor hereby agrees to indemnify and hold each Indemnitee harmless with respect to any and all claims by any Person relating thereto.

          (b) Grantor hereby releases the Indemnitees from any claims, causes of action and demands at any time arising out of or with respect to any actions taken or omitted to be taken by Lender under the powers of attorney granted in Section 5 hereof, other than actions or omissions determined by a final judgment of a court of competent jurisdiction to have arisen through the gross negligence or willful misconduct of any such Indemnitees.

          (c) Grantor agrees to cause Lender to be named as an additional insured with respect to any policy of insurance held by Grantor from time to time, if any, covering product liability or intellectual property infringement risk.

          (d) Nothing contained in this Section 8 shall, however, be deemed to require Grantor to indemnify or hold harmless any Indemnitee from or against any losses, costs, suits, expenses, claims or damages to the extent determined by a court of competent jurisdiction to have arisen from any such Indemnitee’s gross negligence or willful misconduct.

      9.  Miscellaneous .

     (a)  Notices . Except as otherwise specified herein, all notices, requests, demands, consents, instructions or other communications to or upon Grantor or Lender under this Security Agreement shall be given as provided in Section 9.1 of the Loan Agreement.

     (b)  Partial Invalidity . If at any time any provision of this Security Agreement is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions of this Security Agreement nor the legality, validity or enforceability of such provision under the law of any other jurisdiction shall in any way be affected or impaired thereby.

     (c)  Headings . The section headings and captions appearing in this Security Agreement are included solely for convenience of reference and are not intended to affect the interpretation of any provision of this Security Agreement.

     (d)  No Waiver; Cumulative Remedies . Lender shall not by any act, delay, omission or otherwise be deemed to have waived any of its rights or remedies hereunder or under the Loan Agreement or the Other Agreements, nor shall any single or partial exercise of any right or remedy hereunder or thereunder on any one or more occasions preclude the further exercise thereof or the exercise of any other right or remedy hereunder or thereunder. The rights and remedies hereunder provided or provided under the Loan Agreement or the Other Agreements are cumulative and may be exercised singly or concurrently, and are not exclusive of any rights and remedies provided by law or by any of the Other Agreements. None of the terms or provisions of this Security Agreement may be waived, altered, modified or amended except by an instrument in writing, duly executed by

Grantor and Lender. Unless otherwise specified in any such waiver or consent, a waiver or consent given hereunder shall be effective only in the specific instance and for the specific purpose for which given.

     (e)  Time is of the Essence . Time is of the essence for the performance of each of the terms and provisions of this Security Agreement.

     (f)  Reinstatement . This Security Agreement shall remain in full force and effect and continue to be effective should any petition be filed by or against Grantor for liquidation or reorganization, should Grantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of Grantor’s property and assets, and shall continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Secured Obligations, or any part thereof, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee of the Secured Obligations, whether as a “voidable preference,” “fraudulent conveyance,” or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Secured Obligations shall be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

     (g)  Termination of this Security Agreement . Subject to Section 9(f) , this Security Agreement shall terminate upon the later to occur of the full, complete and final payment of the Secured Obligations and the termination of Lender’s commitments under the Loan Agreement.

     (h)  Successors and Assigns . This Security Agreement and all obligations of Grantor hereunder shall be binding upon the successors and assigns of Grantor, and shall, together with the rights and remedies of Lender hereunder, inure to the benefit of Lender and its successors and assigns except that Grantor may not assign or transfer any of its rights or obligations hereunder without the prior written consent of Lender. Any assignment or transfer in violation of the foregoing shall be null and void.

     (i)  Further Indemnification . Grantor agrees to pay, and to save Lender harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all excise, sales or other similar taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Security Agreement.

     (j)  Amendment, Etc . No amendment, modification, supplement, extension, termination or waiver of any provision of this Security Agreement, no approval or consent thereunder, and no consent to any departure by Grantor therefrom, may in any event be effective unless in writing signed by Lender and, to the extent such amendment, modification, supplement or extension would materially expand, enlarge or adversely affect the obligations of or adversely affect the rights of Grantor, by Grantor, and then only in the specific instance and for the specific purpose given and any such amendment, modification, supplement, extension, termination or waiver shall be binding upon Lender and Grantor; and, without the approval in writing of Lender and Grantor (as applicable), no amendment, modification, supplement, termination, waiver or consent may be effective as to the matters set forth in the Loan Agreement, including, without limitation, the release of Grantor.

     (k)  ENTIRE AGREEMENT . THIS SECURITY AGREEMENT REPRESENTS THE COMPLETE AND FINAL AGREEMENT AMONG GRANTOR AND LENDER AND SUPERSEDES ALL PRIOR AGREEMENTS, WRITTEN OR ORAL, ON THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF SUCH PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN OR AMONG GRANTOR AND LENDER.

     (l)  Governing Law . This Security Agreement shall be governed by and construed in accordance with the laws and decisions of the State of Illinois without reference to conflicts of law rules.

     (m)  Counterparts . This Security Agreement may be executed in any number of identical counterparts, any set of which signed by all the parties hereto shall be deemed to constitute a complete, executed original for all

purposes. Transmission by telecopier of an executed counterpart of this Security Agreement shall be deemed to constitute due and sufficient delivery of such counterpart.

     (n)  Payments Free of Taxes, Etc . All payments made by Grantor under this Security Agreement shall be made by Grantor free and clear of and without deduction for any and all present and future taxes, levies, charges, deductions and withholdings (except as otherwise provided in the Loan Agreement). In addition, Grantor shall pay upon demand any stamp or other taxes, levies or charges of any applicable jurisdiction with respect to the execution, delivery, registration, performance and enforcement of this Security Agreement. Upon request by Lender, Grantor shall furnish evidence satisfactory to Lender that all requisite authorizations and approvals by, and notices to and filings with, governmental authorities and regulatory bodies have been obtained and made and that all requisite taxes, levies and charges have been paid.

     (o)  Grantor’s Continuing Liability . Notwithstanding any provision of this Security Agreement or any Other Agreement or any exercise by Lender of any of its rights hereunder or thereunder (including, without limitation, any right to collect or enforce any Collateral), (i) Grantor shall remain liable to perform its obligations and duties in connection with the Collateral and (ii) Lender shall not assume or be considered to have assumed any liability to perform such obligations and duties or to enforce any of Grantor’s rights in connection with the Collateral.

     (p)  Additional Provisions . Grantor hereby acknowledges and agrees that the jury trial waiver, consent to jurisdiction and other provisions in Sections 9.12 and 9.13 of the Loan Agreement apply to this Security Agreement and are incorporated herein as though set forth in full.

     IN WITNESS WHEREOF, this Security Agreement has been duly executed as of the day and year first above written.

		GRANTOR :
		Bioheart, Inc., a Florida corporation
		By:		/s/Howard J. Leonhardt
		Name:		Howard J. Leonhardt
		Title:		Chairman, CEO & CTO
		LENDER :
		BlueCrest Venture Finance Master Fund Limited acting through its duly appointed agent and investment manager, BlueCrest Capital Management LLP
		By:		/s/Paul Dehadray
		Name:		Paul Dehadray
		Title:		General Counsel

ATTACHMENT 1
TO SECURITY AGREEMENT

     All right, title and interest of Grantor, whether now owned or hereafter acquired, in and to the following property (collectively, the “ Collateral ”):

     (a) All trademarks, trade names, trade styles and service marks, and all prints and labels on which said trademarks, trade names, trade styles and service marks have appeared or appear, and all designs and general intangibles of like nature, now existing or hereafter adopted or acquired, all right, title and interest therein and thereto, all registrations and recordings thereof, including, (i) all applications, registrations and recordings in the Patent and Trademark Office or in any similar office or agency of the United States, any state thereof, or any foreign country or any political subdivision thereof, all whether now owned or hereafter acquired by Grantor, including those described in Schedule A to this Attachment 1 , which Schedule A is incorporated herein by this reference, and (ii) all reissues, extensions or renewals thereof and all licenses thereof (collectively, the “ Trademarks ”);

     (b) All patentable inventions, patent rights, shop rights, letters patent of the United States or any foreign country, all right, title and interest therein and thereto, and all registrations and recordings thereof, including (i) all Patent Registrations and recordings in the Patent and Trademark Office or in any similar office or agency of the United States, any state thereof or any foreign country or political subdivision thereof, all whether now owned or hereafter acquired by Grantor, including those described in Schedule B to this Attachment 1 , which Schedule B is incorporated herein by this reference, and (ii) all reissues, continuations, continuations-in-part or extensions thereof and all licenses thereof (collectively, the “ Patents ”);

     (c) All copyrights including, without limitation, (i) all original works of authorship fixed in any tangible medium of expression, all right, title and interest therein and thereto, and all registrations and recordings thereof, including all applications, registrations and recordings in the Copyright Office or in any similar office or agency of the United States, any state thereof, or any foreign country or any political subdivision thereof, all whether now owned or hereafter acquired by Grantor, including those described on Schedule C to this Attachment 1 , which Schedule C is incorporated herein by this reference, and (ii) all extensions or renewals thereof and all licenses thereof (collectively, the “ Copyrights ”);

     (d) All goodwill of Grantor’s business symbolized by the Trademarks and all customer lists and other records of Grantor relating to the distribution of products or provision of services bearing or covered by the Trademarks;

     (e) All proprietary information, including formulas, patterns, compilations, programs, devices, methods, techniques or processes, that derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by other Persons who can obtain economic value from its disclosure or use, all whether now owned or hereafter acquired by Grantor (collectively, the “ Trade Secrets ”);

     (f) All claims by Grantor against any Person for past, present or future infringement of the Patents, Trademarks, Copyrights or Trade Secrets; and

     (g) All proceeds of the foregoing (including whatever is receivable or received when Collateral or proceeds is (are) sold, collected, exchanged, licensed or otherwise disposed of, whether such disposition is voluntary or involuntary, including rights to payment and return premiums and insurance proceeds under insurance with respect to any Collateral, and all rights to payment with respect to any cause of action affecting or relating to the Collateral).

SCHEDULE C
TO ATTACHMENT 1
TO SECURITY AGREEMENT

COPYRIGHTS

None

ATTACHMENT 2
TO SECURITY AGREEMENT

[SEPARATE INSTRUMENT FOR
EACH FORM OF COLLATERAL]

GRANT OF SECURITY INTEREST

[TRADEMARKS][COPYRIGHTS]

     This GRANT OF SECURITY INTEREST, dated as of April 2, 2009, is executed by Bioheart, Inc., a Florida corporation (“ Grantor ”), in favor of BlueCrest Venture Finance Master Fund Limited, a Cayman Islands limited company as successor to BlueCrest Capital Finance, L.P. (“ Lender ”).

     A. Pursuant to that certain Loan and Security Agreement, dated as of May 31, 2007 (as amended, supplemented or otherwise modified from time to time, the “ Loan Agreement ”), between Grantor and Lender, Lender agreed to extend loans and other financial accommodations to Grantor upon the terms and subject to the conditions set forth therein.

     [B. Grantor has adopted, used and is using the trademarks, more particularly described on Schedules 1-A and 1-B annexed hereto and made a part hereof, which trademarks are registered or subject to an application for registration in the United States Patent and Trademark Office (collectively, the “ Trademarks ”).]

     [B. Grantor owns the copyrights registered in the United States Copyright Office, more particularly described on Schedule 1-A annexed hereto and made a part hereof (collectively, the “ Copyrights ”).]

     C. Grantor and other entities party thereto from time to time have entered into a Security Agreement (Intellectual Property) dated as of April 2, 2009 (as amended, restated, supplemented or otherwise modified from time to time, the “ Security Agreement ”) in favor of Lender.

     [D. Pursuant to the Security Agreement, Grantor has granted to Lender a security interest in all right, title and interest of Grantor in and to the Trademarks, together with the goodwill of the business symbolized by the Trademarks and the customer lists and records related to the Trademarks and the applications and registrations thereof, and all proceeds thereof, including any and all causes of action which may exist by reason of infringement thereof (the “ Collateral ”), to secure the payment, performance and observance of the Secured Obligations, as defined in the Security Agreement.]

     [D. Pursuant to the Security Agreement, the Grantor granted to Lender a security interest in all right, title and interest of Grantor in and to the Copyrights and the registrations thereof, together with any renewals or extensions thereof, and all proceeds thereof, including any and all causes of action which may exist by reason of infringement thereof for the full term of the Copyrights (the “ Collateral ”), to secure the prompt payment, performance and observance of the Secured Obligations, as defined in the Security Agreement.]

     NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, Grantor does hereby further grant to Lender a security interest in the Collateral to secure the prompt payment, performance and observance of the Secured Obligations.

     Grantor does hereby further acknowledge and affirm that the rights and remedies of Lender with respect to the security interest in the Collateral granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which are hereby incorporated herein by reference as if fully set forth herein.

The Lender’s address is:

BlueCrest Venture Finance Master Fund Limited
PO Box 309, Ugland House
South Church Street
George Town, Cayman Islands
Attention: Legal Department

with a copy to:

BlueCrest Venture Finance Master Fund Limited
c/o 225 West Washington Street
Suite 200
Chicago, IL 60606
Attention: Robert Nagy
Tel. No.: (312) 368-4973
Fax No.: (312) 443-0126

     IN WITNESS WHEREOF, the Grantor has caused this Grant of Security Interest to be executed as of the day and year first above written.

		GRANTOR
		Bioheart, Inc., a Florida corporation
		By:		/s/Howard J. Leonhardt
		Name:		Howard J. Leonhardt
		Title:		Chairman, CEO & CTO

SCHEDULE 1-A TO GRANT OF SECURITY INTEREST

TRADEMARKS

Trademark		Serial Number		Registration Number		Registration Date

SCHEDULE 1-B TO GRANT OF SECURITY INTEREST

TRADEMARK APPLICATIONS

Trademark		Application Date		Application No.

SCHEDULE 1-A TO GRANT OF SECURITY INTEREST

COPYRIGHTS

Description		Registration Date		Registration No.

ATTACHMENT 3
TO SECURITY AGREEMENT

GRANT OF SECURITY INTEREST

(PATENTS)

     This GRANT OF SECURITY INTEREST, dated as of April 2, 2009, is executed by Bioheart, Inc., a Florida corporation (“ Grantor ”), in favor of BlueCrest Venture Finance Master Fund Limited, a Cayman Islands limited company as successor to BlueCrest Capital Finance, L.P. (“ Lender ”).

     A. Pursuant to that certain Loan and Security Agreement, dated as of May 31, 2007 (as amended, supplemented or otherwise modified from time to time, the “ Loan Agreement ”), between Grantor and Lender, Lender agreed to extend loans and other financial accommodations to Grantor upon the terms and subject to the conditions set forth therein.

     B. Grantor owns the letters patent, and/or applications for letters patent, of the United States and certain foreign countries, more particularly described on Schedules 1-A and 1-B annexed hereto and made a part hereof (collectively, the “ Patents ”).

     C. Grantor and other entities party thereto from time to time have entered into a Security Agreement (Intellectual Property) dated as of April 2, 2009 (as amended, restated, supplemented or otherwise modified from time to time, the “ Security Agreement ”) in favor of Lender.

     D. Pursuant to the Security Agreement, Grantor has assigned and granted to Lender a security interest in all right, title and interest of Grantor in and to the Patents, together with any reissue, continuation, continuation-in-part or extension thereof, and all proceeds thereof, including any and all causes of action which may exist by reason of infringement thereof (the “ Collateral ”), to secure the prompt payment, performance and observance of the Secured Obligations, as defined in the Security Agreement;

     NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, Grantor does hereby further assign, transfer and convey unto Lender and grant to Lender a security interest in the Collateral to secure the prompt payment, performance and observance of the Secured Obligations.

     Grantor does hereby further acknowledge and affirm that the rights and remedies of Lender with respect to the assignment of and security interest in the Collateral made and granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which are hereby incorporated herein by reference as if fully set forth herein.

The Lender’s address is:

BlueCrest Venture Finance Master Fund Limited
PO Box 309, Ugland House
South Church Street
George Town, Cayman Islands
Attention: Legal Department

with a copy to:

BlueCrest Venture Finance Master Fund Limited
c/o 225 West Washington Street
Suite 200
Chicago, IL 60606
Attention: Robert Nagy
Tel. No.: (312) 368-4973
Fax No.: (312) 443-0126

     IN WITNESS WHEREOF, Grantor has caused this Grant of Security Interest to be executed as of the day and year first above written.

		GRANTOR
		Bioheart, Inc., a Florida corporation
		By:		/s/Howard J. Leonhardt
		Name:		Howard J. Leonhardt
		Title:		Chairman, CEO & CTO

SCHEDULE 1-A TO GRANT OF SECURITY INTEREST

PATENTS

Device		Jurisdiction		Dated Filed		Patent Number

SCHEDULE 1-B TO GRANT OF SECURITY INTEREST

PATENT APPLICATIONS

Device		Jurisdiction		Dated Filed		Status		Application Number

Exhibit 2.6

SUBORDINATION AGREEMENT

     This Subordination Agreement (hereinafter “Agreement”) is entered into and is effective this 2nd day of April 2009 by and between BlueCrest Venture Finance Master Fund Limited (“BlueCrest”) and Hunton & Williams, LLP with an office located at 1111 Brickell Avenue, Suite 2500, Miami, Florida 33131 (“Hunton”).

RECITALS

     A. At various times between June 2005 and March 2009, Hunton has provided Bioheart, Inc. (“Debtor”) legal representation in connection with a number of different legal matters and as of the date hereof, Debtor owes Hunton an aggregate of approximately $385,000 (the “ Subordinated Debt ”) for services provided in connection with the Legal Representation.

     B. BlueCrest has provided credit facilities or arrangements to Debtor, including, without limitation, those facilities provided under that certain Loan and Security Agreement (as amended from time to time, the “Loan Agreement”) between BlueCrest and Debtor and, as of the date hereof, the aggregate outstanding principal and interest due on such facilities is approximately $3,070,000 (the outstanding amount referred to herein as the “Senior Debt”). In connection with the Senior Debt, BlueCrest has obtained a first position security interest in certain tangible and intangible assets of the Debtor and all cash and non-cash proceeds and products thereof which are described on the attached Schedule B (“BlueCrest Collateral”). (Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Loan Agreement.)

     C. Subject to the terms and conditions hereof, Hunton and BlueCrest agree that Hunton will subordinate its right to repayment of the Subordinated Debt. .

     NOW, THEREFORE, in consideration of the promises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the parties hereto, the parties hereto agree as follows:

     1.  Disclaimer of Interest; Subordination by Hunton . (a) Lender disclaims any security interest which it may now or hereafter have in any collateral of Debtor, including the BlueCrest Collateral. Hunton hereby agrees that BlueCrest’s security interest in the BlueCrest Collateral is and shall be prior to all liens, claims and interests of Hunton under the Subordinated Debt.

(b) Hunton hereby subordinates payment by Debtor of the Subordinated Debt to the payment to BlueCrest, in full in cash, of all Senior Debt; provided , however , that any outstanding principal of and/or interest on the Subordinated Debt that is exchanged for or converted into the equity securities of Debtor shall not constitute repayment that is subject to subordination under this Agreement. Hunton agrees not to ask for, demand, take or receive payment in respect of all or any part of the Subordinated Debt, including any interest payable thereon or in respect thereof, or take any enforcement action in respect thereof, unless and until all of the Senior Debt has been paid in full in cash and all obligations of BlueCrest to extend credit to Debtor have been irrevocably terminated.

Hunton represents and warrants that set forth on Schedule A attached hereto is its complete legal name and address, and the outstanding principal amount of Subordinated Debt owing by Debtor to Hunton as of the date hereof and that, except for this Agreement, Hunton has not executed any intercreditor agreements or subordination agreements with respect to the Subordinated Debt or Debtor. Hunton agrees that upon any distribution of the assets or readjustment of the indebtedness of Debtor by reason of liquidation, composition, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other similar action or proceeding (individually and collectively, a “Proceeding”), BlueCrest shall be entitled to receive payment in full in cash of all of the Senior Debt prior to the payment of all or any part of the Subordinated Debt, and in order to enable BlueCrest to enforce its rights hereunder in any Proceeding, BlueCrest is hereby irrevocably authorized and empowered in its discretion (but without any obligation on its part), in connection with any Proceeding, to make and present for and on behalf of Hunton such proofs of claim against Debtor on account of the Subordinated Debt as BlueCrest may deem expedient or proper and to receive and collect any and all dividends or other payments or disbursements made thereon in whatever form the same may be paid or issued and to apply same on account of the Senior Debt. Hunton further agrees to execute and deliver to BlueCrest such assignments or other instruments as may be required by BlueCrest in order to enable BlueCrest, in connection with any

Proceeding, to enforce any and all such claims and to collect any and all dividends or other payments or disbursements which may be made at any time on account of all and any of the Subordinated Debt.

     (c) Hunton shall endorse all notes and other written evidence of the Subordinated Debt with a statement that it is subordinated to the Senior Debt pursuant to the terms of this Agreement, in such form as BlueCrest shall require, and, promptly upon BlueCrest’s request, Hunton will exhibit the originals of such notes and other written evidence of the Subordinated Debt to BlueCrest so that BlueCrest can confirm that such endorsement has been made, but this Agreement shall be fully effective, even if no such endorsement is made. In furtherance of the foregoing, the notes in respect of the Subordinated Debt shall be legended as follows:

     THIS NOTE, AND THE OBLIGATIONS OF THE DEBTOR HEREUNDER, HAVE BEEN SUBORDINATED TO THE OBLIGATIONS OF DEBTOR TO BLUECREST VENTURE FINANCE MASTER FUND LIMITED (“BLUECREST”) AND ITS SUCCESSORS AND ASSIGNS PURSUANT TO THAT CERTAIN SUBORDINATION AGREEMENT AMONG THE PARTIES DATED AS OF APRIL 2, 2009 (THE “SUBORDINATION AGREEMENT”). LENDER AND ANY SUBSEQUENT HOLDER HEREOF SHALL BE SUBJECT TO THE TERMS AND CONDITIONS OF SUCH SUBORDINATION AGREEMENT UNTIL PAYMENT IN FULL OF THE SENIOR DEBT (AS DEFINED IN THE SUBORDINATION AGREEMENT)TO BLUECREST AND SUCH SUCCESSORS AND ASSIGNS.

     (d) All terms used and not otherwise defined herein which are defined in Article 9 of the Illinois Uniform Commercial Code shall have the meanings assigned to them in Article 9 of the Illinois Uniform Commercial Code as in effect on the date of this Agreement.

     2.  Extent of Subordination. The subordinations and priorities specified herein are applicable irrespective of the time, manner or order of attachment or perfection of any security interests, liens or claims, or the time or order of filing of any financing statements, or the giving or failure to give notice of the acquisition or expected acquisition of any purchase money security interests or other security interests; provided, however, if, for any reason, a security interest, lien or claim of a party to which a security interest, lien or claim of the other party is hereby subordinated is not perfected or is avoidable, then the subordination of such security interest, lien or claim of such other party shall not be effective as to the particular collateral which is the subject of the unperfected or avoidable security interest, lien or claim.

     3.  Continuing Agreement. This Agreement shall constitute a continuing agreement of subordination. Subject to Section 6(b), the subordinations and priorities specified herein shall remain in full force and effect until all Senior Debt is paid in full and all contractual commitments by BlueCrest to extend credit to Debtor have terminated. Notwithstanding the foregoing, nothing herein shall preclude any party, without notice to the other parties, from lending money, extending credit or providing other financial services to or on behalf of Debtor; provided that any such loans, extensions of creditor other financial services by Hunton shall be subordinated to the rights of BlueCrest as provided herein. This Agreement shall constitute the entire agreement between the parties with respect to the subject matter hereof and shall not be amended except with the written consent of Hunton and BlueCrest.

     4.  Payments Held in Trust . In the event that Hunton receives any payment (of any kind or character) of any Subordinated Debt which at the time paid or received is in violation of or is prohibited under this Agreement, except for equity securities of Debtor received by Hunton upon conversion or exchange of its Subordinated Debt, Hunton shall: (a) not credit such payments against the Subordinated Debt, (b) promptly notify BlueCrest in writing thereof, and (c) receive the same in trust for BlueCrest and promptly pay and deliver the same to BlueCrest in precisely the form received, except for any requisite endorsement or assignment, which Hunton will make and hereby authorizes BlueCrest or any of its officers or authorized employees to make in the event that Hunton does not make the same. BlueCrest will apply any such moneys so received by it to the Senior Debt and will hold any property other than money so received by it as Collateral therefor. If Hunton fails to make any endorsement or assignment required hereunder, BlueCrest is hereby appointed attorney-in-fact for Hunton, with full power of substitution, to make any such endorsement or assignment. Such power of attorney being coupled with an interest is irrevocable until the Senior Debt is paid in full in cash and all obligations of BlueCrest to extend credit to Debtor have been irrevocably terminated.

     5.  Waivers; Consents. No delay on the part of Hunton or BlueCrest in exercising any right, power or privilege granted hereunder shall operate as a waiver thereof, and no purported waiver of any default, breach or violation of any

term or provision contained herein shall be deemed to be a waiver of such term or provision unless the waiver is in writing and signed by the waiving party. No such waiver shall in any event be deemed a waiver of any subsequent or other default, breach or violation. The rights or remedies herein expressly specified are cumulative and not exclusive of any other rights or remedies which the parties would otherwise have. Hunton agrees that BlueCrest may at any time, and from time to time (a) extend the time of payment of or renew the Senior Debt, (b) receive and hold security for the payment of the Senior Debt and enforce, waive, release, fail to perfect, sell or otherwise dispose of any such security, or (c) make any agreement with Debtor or with any other party or person liable on the Senior Debt, for the extension, renewal, payment, compromise, discharge or release thereof (in whole or in part), or for any modification of the terms thereof or of any agreement between BlueCrest and Debtor or any such other party or person, without in any way impairing or affecting this Agreement.

     6.  Termination; Reinstatement . (a) This Agreement may be terminated upon at least thirty (30) days prior written notice by one party to the other. Notwithstanding the foregoing, no termination pursuant to this Section 6(a) shall impair the rights or priorities created or acquired hereunder by either of the parties prior to the effective date of the termination. The notice of termination and other notices given in connection with this Agreement shall be deemed to have been given when received if personally delivered or sent by overnight courier or five (5) business days after deposit in the United States mail, postage prepaid, addressed to Hunton and to BlueCrest, with a copy to Debtor, at their respective offices set forth above, or to such other address designated by such party by notice to the other.

     (b) If BlueCrest is required in any Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of Debtor, because such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transfer, any amount (a “Recovery”), whether received as proceeds of security, enforcement of any right of set-off or otherwise, then the Senior Debt shall be reinstated to the extent of such Recovery and deemed to be outstanding as if such payment had not occurred and repayment in full of the Senior Debt shall be deemed not to have occurred. If this Agreement shall have been terminated prior to such Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto.

     7.  Independent Investigation. Neither BlueCrest nor Hunton shall be responsible to the other for Debtor’s solvency or condition (financial or otherwise), statements, representations or warranties (whether oral or written), the validity, sufficiency or enforceability of the documents executed by Debtor or the validity, sufficiency, enforceability or priority of any security interests granted by Debtor in connection therewith. Each of Hunton and BlueCrest have entered into their respective financing arrangements with Debtor based on their own investigation, and neither has made any representation or warranty to the other with respect to the matters described in this paragraph, nor relied upon any such representation or warranty by the other.

     8.  Successors and Assigns; Assignment . This Agreement shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors and assigns. References herein to each party shall be deemed to refer to such party and its successors and assigns. No other person shall have or obtain any right, benefit, priority or interest under this Agreement. Any assignment by either party of any security interest, lien or claim in any of the BlueCrest Collateral or any financing statement covering the same shall be subject to this Agreement.

     9.  Attorneys’ Fees and Costs . In the event of any dispute between the parties arising in relation to this Agreement, the prevailing party shall be entitled to recover all of its reasonable attorneys’ fees and costs, in addition to all other sums to which it may be entitled.

     10.  Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois (without giving effect to its laws of conflicts) and to the extent applicable, federal law.

     11.  JURY WAIVER . LENDER AND BLUECREST HEREBY VOLUNTARILY, KNOWINGLY, IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) AMONG DEBTOR, LENDER AND BLUECREST ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS DOCUMENT. THIS PROVISION IS A MATERIAL INDUCEMENT TO BLUECREST TO PROVIDE OR CONTINUE PROVIDING THE FINANCING EVIDENCED BY THE SENIOR DEBT.

     12.  Counterparts . This Agreement may be executed in counterpart, each of which shall be an original, but all of which shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile transmission shall be effective as delivery of a manually executed counterpart thereof.

[Remainder of page intentionally left blank.]

     IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto.

BlueCrest Venture Finance Master Fund Limited
     acting through its duly appointed agent and investment manager,
     BlueCrest Capital Management LLP

By:		/s/Paul Dehadray
Name: Paul Dehadray
Title: General Counsel

Date: April 2, 2009

[Signature page to Subordination Agreement]

HUNTON & WILLIAMS LLP

By:		/s/David Wells
Name: David Wells
Title:

Date: 4/1/09

[Signature page to Subordination Agreement]

SCHEDULE A

SCHEDULE OF LENDERS

Name		Series and Amount of Notes Held

SCHEDULE B
BLUECREST COLLATERAL

(i)		All Receivables;
(ii)		All Equipment; (iii) All Fixtures; (iv) All General Intangibles;
(v)		All Inventory;
(vi)		All Investment Property; (vii) All Deposit Accounts and Securities Accounts; (viii) All Cash; (ix) All Documents;
(x)		All Proceeds from the sale, transfer or other disposition of Intellectual Property;
(xi)		All other Goods and tangible and intangible personal property of Debtor other than Intellectual Property, whether now or hereafter owned or existing, leased, consigned by or to, or acquired by, Debtor and wherever located, and
(xii)		to the extent not otherwise included, all Proceeds of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of each of the foregoing and all attachments, accessories, accessions, replacements, substitutions, additions or improvements to any of the foregoing, wherever located and all products and proceeds of the foregoing including without limitation proceeds of insurance policies insuring the foregoing and all books and records with respect thereto;

          Notwithstanding the foregoing, in the event that an Event of Default (other than the Existing Default) occurs on or after the date hereof, the definition of BlueCrest Collateral shall automatically, and without further action of the parties, be amended to read as follows, and shall relate back to the date of the Loan Agreement:

      “Grant of Security Interest. To further secure to BlueCrest the prompt full and faithful payment and performance of Borrower’s Liabilities and the prompt, full and complete performance by Borrower of each of its covenants and duties under this Loan Agreement and the Other Agreements, Borrower grants to BlueCrest, a valid, first priority continuing security interest in and lien upon all of the following (except as to assets or property with Permitted Liens, upon which a lien which may be other than a first priority lien is granted), whether now owned or hereafter acquired and wherever located:

     (i) All Receivables;

     (ii) All Equipment; (iii) All Fixtures; (iv) All General Intangibles;

     (v) All Intellectual Property;

     (vi) All Inventory;

     (vii) All Investment Property;

     (viii) All Deposit Accounts and Securities Accounts (other than Account Numbers 2290 0834 6165 and 2290 0834 6178 of the Borrower at Bank of America (the “Bank of America Aggregation Account” and the “Payroll Account”, respectively));

     (ix) All Cash;

     (x) All Documents;

     (xi) All other Goods and tangible and intangible personal property of Borrower, whether now or hereafter owned or existing, leased, consigned by or to, or acquired by, Borrower and wherever located, and

     (xii) to the extent not otherwise included, all Proceeds of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of each of the foregoing and all attachments, accessories, accessions, replacements, substitutions, additions or improvements to any of the foregoing, wherever located and all products and proceeds of the foregoing including without limitation proceeds of insurance policies insuring the foregoing and all books and records with respect thereto;

(all of the foregoing personal property is hereinafter sometimes individually and sometimes collectively referred to as “BlueCrest Collateral”).

Exhibit 2.7

AMENDED AND RESTATED
PROMISSORY NOTE

Dated: April 2, 2009

The undersigned, Bioheart, Inc. , a Florida corporation with its principal place of business at 13794 NW 4 ^th Street, Sunrise, FL 33325 (hereinafter referred to as “Borrower”), promises to pay to BlueCrest Venture Finance Master Fund Limited (“Lender”) or its registered assigns Two Million Nine Hundred Forty Three Thousand Four Hundred Thirty One and 78/100 Dollars ($2,943,431.78) at PO Box 309, Ugland House, South Church Street, George Town, Cayman Islands, or at such other place as Lender or its registered assigns may appoint, plus interest thereon as set forth herein.

Interest on the principal amount outstanding under this Amended and Restated Note (the “Note”) shall accrue at the rate equal to 12.85% per annum, computed on the basis of a 360-day year of twelve 30-day months, and on the assumption that each payment of principal shall be made in a timely manner (the “Loan Interest Rate”).

Principal and interest hereunder shall be payable on the first calendar day of each month, or, if the first calendar day of any month is not a business day, then on the next succeeding business day (each a “Payment Date”), in the amounts set forth below. Borrower agrees to make (i) commencing on April 1, 2009, three (3) monthly payments of interest only (paid in arrears) of $ 31,519.25 each, (each, an “Interest Only Payment”) and (ii) commencing on July 1, 2009, twelve (12) payments of principal and interest (paid in arrears) in the amount of $ 262,692.21 each, (each, a “Periodic Payment”) and continuing on each Payment Date thereafter until the amounts of principal and interest owing under this Note are paid in full; provided, however, that the final Periodic Payment shall additionally include any accrued and unpaid interest and other charges then outstanding. The foregoing payments include interest at the Loan Interest Rate, which is precomputed for the period ending when such payments are due and on the assumption that all payments will be made on their respective due dates.

Any Interest Only Payment or Periodic Payment which is past due for a period in excess of five (5) days after its due date shall be overdue and shall be subject to a service charge in an amount equal to two percent (2 %) of the delinquent amount, but not more than the maximum rate permitted by law, whichever is less. In addition, and notwithstanding the forgoing, during the continuance of an Event of Default all outstanding Borrower Liabilities in respect of the Loan Agreement (including the Term Loan evidenced by this Promissory Note) shall bear interest (payable on demand) at a rate that is two percent (2%) per annum in excess of the Loan Interest Rate (the “Default Interest Rate”) and the monthly payment of principal and interest shall be recalculated at the Default Interest Rate during such time. Borrower shall additionally be liable for any reasonable costs or expenses incurred by Lender in collecting any sums due from Borrower to Lender including all reasonable attorneys’ fees and reasonable legal expenses incurred by Lender if this note is placed with an attorney for collection.

Demand, presentment for payment, notice of non-payment and protest are hereby waived by the undersigned.

This Note is made by Borrower and delivered to Lender in relation to that certain Loan and Security Agreement No. dated as of May 31, 2007 (“Loan Agreement”) by and between Borrower and Lender, as assignee of BlueCrest Capital Finance, L.P. and as amended by an Amendment to Loan and Security Agreement between Lender and Borrower, dated as of April 2, 2009 (collectively, the “Loan Agreement”). This Amended and Restated Promissory Note amends and replaces Borrower’s obligations pursuant to that certain Note dated May 31, 2007. Capitalized terms used herein but not defined shall have the meaning ascribed to such terms in the Loan Agreement. This Note is issued under the terms of and is entitled to the benefits of the Loan Agreement, to which reference is hereby made for a statement of the nature and extent of the protection and security afforded and the rights of the payee hereof and the rights and obligations of the undersigned. Lender’s books and records shall be dispositive evidence of the amount disbursed pursuant to this Note and the Loan Agreement.

Upon an “Event of Default,” as defined in the Loan Agreement, this Note may become or be declared due in the manner and with the effect provided in the Loan Agreement.

Lender (or its registered assigns) shall not be required to look to any collateral for the payment of this Note, but may proceed against Borrower, or any guarantor hereof in such manner as it deems desirable. None of the rights or remedies of Lender (or its registered assigns) hereunder or under the Loan Agreement are to be deemed waived or affected by any failure to exercise same.

All remedies conferred upon Lender (or its registered assigns) under this Note, the Loan Agreement or any other instrument or agreement to which the undersigned or any guarantor hereof is a party or under any or all of them is bound, shall be cumulative and not exclusive, and such remedies may be exercised concurrently or consecutively at the option of Lender or its registered assigns.

THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS AND DECISIONS OF THE STATE OF ILLINOIS. AT THE ELECTION OF LENDER AND WITHOUT LIMITING LENDER’S RIGHT TO COMMENCE AN ACTION IN OTHER JURISDICTION, BORROWER HEREBY SUBMITS TO THE EXCLUSIVE JURISDICTION AND VENUE OF ANY COURT (FEDERAL, STATE OR LOCAL) HAVING SITUS WITHIN COOK COUNTY IN THE STATE OF ILLINOIS, EXPRESSLY WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO SERVICE BY CERTIFIED MAIL, POSTAGE PREPAID, DIRECTED TO THE LAST KNOWN ADDRESS OF BORROWER, WHICH SERVICE SHALL BE DEEMED COMPLETED WITHIN TEN (10) DAYS AFTER THE DATE OF MAILING HEREOF. BORROWER HEREBY WAIVES ANY RIGHT TO ASSERT THAT ANY ACTION INSTITUTED BY LENDER OR BORROWER IN SUCH COURT IS AN IMPROPER VENUE OR SUCH ACTION SHOULD BE TRANSFERRED TO A MORE CONVENIENT FORUM. LENDER AND BORROWER EACH HEREBY WAIVE THE RIGHT TO TRIAL BY JURY.

BORROWER AGREES THAT ALL PAYMENTS AND OTHER OBLIGATIONS DUE AND OWING UNDER THIS NOTE AND EACH OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH SHALL BE PAID IN FULL WITHOUT OFFSET OR DEDUCTION FOR ANY REASON, AND BORROWER HEREBY WAIVES ANY RIGHT OF OFFSET ARISING FOR ANY REASON WITH RESPECT TO ANY PAYMENT OR OTHER OBLIGATION DUE AND OWING UNDER THIS NOTE AND EACH OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH.

IN WITNESS WHEREOF, the undersigned hereunto sets its hand and seal as of the date first set forth above.

Bioheart, Inc.
Borrower

By:		/s/Howard J. Leonhardt
Name:		Howard J. Leonhardt
Title:		Chairman, CEO & CTO

Exhibit 2.8

EXECUTION COPY

NEITHER THIS WARRANT NOR THE COMMON STOCK WHICH MAY BE ACQUIRED UPON EXERCISE HEREOF HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR AN EXEMPTION THEREFROM EXISTS.

No. W – 04-2009-02		Warrant to Purchase 1,315,542 Shares of Common Stock (subject to adjustment)

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

     This certifies that, for value received, BlueCrest Venture Finance Master Fund Limited, a company organized under the laws of the Cayman Islands (“BlueCrest”), or its assigns (the “Holder”) is entitled, subject to the terms set forth below, to purchase from Bioheart, Inc. (the “Company”), a Florida corporation, up to 1,315,542 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 Amendment to Loan and Security Agreement (the “Loan Agreement”), made as of April 2, 2009 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.

     2.  Exercise Price . The price at which this Warrant may be exercised shall be $0.5321 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 April 2, 2009, by and between BlueCrest Venture Finance Master Fund Limited 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.

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:

(Name)

     (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:

Name: Date:

EXHIBIT B

FORM OF SHAREHOLDERS’ AGREEMENT

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: