FIRST AMENDMENT

TO

CAPRICOR, INC.

2012 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN

(Adopted February 12, 2014)

Capricor Therapeutics, Inc. (the “Company”) maintains the Capricor, Inc. 2012 Non-Employee Director Stock Option Plan, effective as of September 18, 2012 (the “Plan”), and, pursuant to Section 14 of the Plan, the Company’s Board of Directors (the “Board”) may at any time amend, alter, suspend or terminate the Plan.

The Board desires to adopt an amendment to the Plan to: (1) change the name of the Plan from the “Capricor, Inc. 2012 Non-Employee Director Stock Option Plan” to the “Capricor Therapeutics, Inc. 2012 Non-Employee Director Stock Option Plan”; (2) provide that all references to the “Company” shall be deemed to refer to Capricor Therapeutics, Inc. and its Parent and Subsidiaries, as applicable; (3) to provide for a definition of “Subsidiary”; and (4) provide that all references in the Plan to “Common Stock” shall mean the common stock of Capricor Therapeutics, Inc., par value $0.001 per share.

The Plan is hereby amended as follows:

“Capricor Therapeutics, Inc. 2012 Non-Employee Director Stock Option Plan”

““Company” means Capricor Therapeutics, Inc., a Delaware corporation, and its Parent and Subsidiaries, as applicable, or any successor thereto.”

““Subsidiary” means a “subsidiary corporation,” whether now or hereafter existing, as defined in Code Section 424(f).”

[Signature provided on following page.]

In Witness Whereof, the undersigned adopts this First Amendment to the Plan on behalf of the Company as of the date first written above.