exhibit1035_regrights.htm


    Exhibit
10.35

    


     

    REGISTRATION
RIGHTS AGREEMENT

     

    This
Registration Rights Agreement (this “Agreement”) is made and
entered into as of August 7, 2008, by and among Cytori Therapeutics, Inc., a
Delaware corporation (the “Company”), and the several
purchasers signatory hereto (each a “Purchaser” and collectively,
the “Purchasers”).

     

    This
Agreement is made pursuant to the Securities Purchase Agreement, dated as of the
date hereof between the Company and each Purchaser (the “Purchase
Agreement”).

     

    NOW,
THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement,
and for other good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, the Company and each of the Purchasers agree as
follows:

     

    1. Definitions.  Capitalized
terms used and not otherwise defined herein that are defined in the Purchase
Agreement shall have the meanings given such terms in the Purchase
Agreement.  As used in this Agreement, the following terms shall have
the following meanings:

     

    “Advice” shall have the
meaning set forth in Section 6(d).

     

    “Affiliate” means, with
respect to any person, any other person which directly or indirectly controls,
is controlled by, or is under common control with, such person.

     

    “Agreement” shall have the
meaning set forth in the Preamble.

     

    “Business Day” means a day,
other than a Saturday or Sunday, on which banks in New York City are open for
the general transaction of business.

     

    “Closing” has the meaning set
forth in the Purchase Agreement.

     

    “Closing Date” has the meaning
set forth in the Purchase Agreement.

     

    “Commission” means the
Securities and Exchange Commission.

     

    “Common Stock” means the
common stock of the Company, par value $0.001 per share, and any securities into
which such shares of common stock may hereinafter be reclassified.

     

    “Company” shall have the
meaning set forth in the Preamble.

     

    “Effective Date” means the
date that the Registration Statement filed pursuant to Section 2(a) is first
declared effective by the Commission.

     

    “Effectiveness Deadline”
means, with respect to the Initial Registration Statement or the New
Registration Statement, the 90th
calendar day following the Closing Date (or, in the event the Commission reviews
and has written comments to the Initial Registration Statement or the New
Registration Statement, the 120th
calendar day following the Closing Date); provided, however, that if
the Company is notified by the Commission that the Initial Registration
Statement will not be reviewed or is no longer subject to further review and
comments, the Effectiveness Deadline as to such Registration Statement shall be
the seventh (7th)
Trading Day following the date on which the Company is so notified if such date
precedes the dates otherwise required above; provided, further, that if
the Effectiveness 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Deadline
falls on a Saturday, Sunday or other day that the Commission is closed for
business, the Effectiveness Deadline shall be extended to the next Business Day
on which the Commission is open for business.

     

    “Effectiveness Period” shall
have the meaning set forth in Section 2(b).

     

    “Event” shall have the meaning
set forth in Section 2(c).

     

    “Event Date” shall have the
meaning set forth in Section 2(c).

     

    “Exchange Act” means the
Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder.

     

    “Filing Deadline” means, with
respect to the Initial Registration Statement required to be filed pursuant to
Section 2(a), the 30th
calendar day following the Closing Date, provided, however, that if
the Filing Deadline falls on a Saturday, Sunday or other day that the Commission
is closed for business, the Filing Deadline shall be extended to the next
business day on which the Commission is open for business.

     

    “Holder” or “Holders” means the holder or
holders, as the case may be, from time to time of Registrable
Securities.

     

    “Indemnified Party” shall have
the meaning set forth in Section 5(c).

     

    “Indemnifying Party” shall
have the meaning set forth in Section 5(c).

     

    “Initial Registration
Statement” means the initial Registration Statement filed pursuant to
Section 2(a) of this Agreement.

     

    “Liquidated Damages” shall
have the meaning set forth in Section 2(c).

     

    “Losses” shall have the
meaning set forth in Section 5(a).

     

    “New Registration Statement”
shall have the meaning set forth in Section 2(a).

     

    “Olympus Purchase Agreement”
means that certain Common Stock Purchase Agreement, dated as of August 7, 2008,
by and between the Company and Olympus Corporation (“Olympus”).

     

    “Olympus Registrable
Securities” means all of (i) the shares of Common Stock issued to Olympus
pursuant to the terms of the Olympus Purchase Agreement., (ii) the shares of
Common Stock issued or issuable upon exercise of the warrants issued to Olympus
pursuant to the terms of the Olympus Purchase Agreement, and (iii) any
securities issued or issuable upon any stock split, dividend or other
distribution, recapitalization or similar event with respect to the
foregoing.

     

    “Person” means an individual
or corporation, partnership, trust, incorporated or unincorporated association,
joint venture, limited liability company, joint stock company, government (or an
agency or subdivision thereof) or other entity of any kind.

     

    “Principal Market” means the
Trading Market on which the Common Stock is primarily listed on and quoted for
trading, which, as of the Closing Date, shall be the NASDAQ Global
Market.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Proceeding” means an action,
claim, suit, investigation or proceeding (including, without limitation, an
investigation or partial proceeding, such as a deposition), whether commenced or
threatened.

     

    “Prospectus” means the
prospectus included in a Registration Statement (including, without limitation,
a prospectus that includes any information previously omitted from a prospectus
filed as part of an effective registration statement in reliance upon Rule 430A
promulgated under the Securities Act), as amended or supplemented by any
prospectus supplement, with respect to the terms of the offering of any portion
of the Registrable Securities covered by a Registration Statement, and all other
amendments and supplements to the Prospectus, including post-effective
amendments, and all material incorporated by reference or deemed to be
incorporated by reference in such Prospectus.

     

    “Purchase Agreement” shall
have the meaning set forth in the Recitals.

     

    “Purchaser” or “Purchasers” shall have the
meaning set forth in the Preamble.

     

    “Registrable Securities” means
all of (i) the Shares, (ii) the Warrant Shares, and (iii) any securities issued
or issuable upon any stock split, dividend or other distribution,
recapitalization or similar event with respect to the foregoing, provided, that the Holder
has completed and delivered to the Company a Selling Stockholder Questionnaire;
and provided, further,
that Shares and Warrant Shares shall cease to be Registrable Securities upon the
earliest to occur of the following: (A) a sale pursuant to a Registration
Statement or Rule 144 under the Securities Act (in which case, only such
security sold shall cease to be a Registrable Security); or (B) becoming
eligible for sale without the requirement for the Company to be in compliance
with the current public information required under Rule 144 and without volume
or manner of sale restrictions by Holders who are not Affiliates of the
Company.

     

    “Registration Statements”
means any one or more registration statements of the Company filed under the
Securities Act that covers the resale of any of the Registrable Securities
pursuant to the provisions of this Agreement (including without limitation the
Initial Registration Statement, the New Registration Statement and any Remainder
Registration Statements), amendments and supplements to such Registration
Statements, including post-effective amendments, all exhibits and all material
incorporated by reference or deemed to be incorporated by reference in such
Registration Statements.

     

    “Remainder Registration
Statement” shall have the meaning set forth in Section 2(a).

     

    “Rule 144” means Rule 144
promulgated by the Commission pursuant to the Securities Act, as such Rule may
be amended from time to time, or any similar rule or regulation hereafter
adopted by the Commission having substantially the same effect as such
Rule.

     

    “Rule 415” means Rule 415
promulgated by the Commission pursuant to the Securities Act, as such Rule may
be amended from time to time, or any similar rule or regulation hereafter
adopted by the Commission having substantially the same effect as such
Rule.

     

    “Rule 424” means Rule 424
promulgated by the Commission pursuant to the Securities Act, as such Rule may
be amended from time to time, or any similar rule or regulation hereafter
adopted by the Commission having substantially the same effect as such
Rule.

     

    "SEC Guidance" means (i) any
publicly-available written or oral guidance, comments, requirements or requests
of the Commission staff and (ii) the Securities Act.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Securities Act” means the
Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder.

     

    “Selling Stockholder
Questionnaire” means a questionnaire in the form attached as Annex B hereto, or
such other form of questionnaire as may reasonably be adopted by the Company
from time to time.

     

    “Shares” means the shares of
Common Stock issued or issuable to the Purchasers pursuant to the Purchase
Agreement.  For purposes of Section 2(a) hereof, the term “Shares” shall also include
the shares of Common Stock issued to Olympus pursuant to the terms of the
Olympus Purchase Agreement.

     

    “Trading Day” means (i) a day
on which the Common Stock is listed or quoted and traded on its Principal Market
(other than the OTC Bulletin Board), or (ii) if the Common Stock is not listed
on a Trading Market (other than the OTC Bulletin Board), a day on which the
Common Stock is traded in the over-the-counter market, as reported by the OTC
Bulletin Board, or (iii) if the Common Stock is not quoted on any Trading
Market, a day on which the Common Stock is quoted in the over-the-counter market
as reported in the “pink sheets” by Pink Sheets LLC (or any similar organization
or agency succeeding to its functions of reporting prices); provided, that in the event
that the Common Stock is not listed or quoted as set forth in (i), (ii) and
(iii) hereof, then Trading Day shall mean a Business Day.

     

    “Trading Market” means
whichever of the New York Stock Exchange, the American Stock Exchange, the
NASDAQ Global Select Market, the NASDAQ Global Market, the NASDAQ Capital Market
or OTC Bulletin Board on which the Common Stock is listed or quoted for trading
on the date in question.

     

    “Warrants” means the warrants
issued pursuant to the Purchase Agreement.

     

    “Warrant Shares” means the
shares of Common Stock issued or issuable upon exercise of the
Warrants.  For purposes of Section 2(a) hereof, the term “Warrant Shares” shall also
include the shares of Common Stock issued or issuable upon exercise of the
warrants issued to Olympus pursuant to the terms of the Olympus Purchase
Agreement.

     

    2. Registration.

     

    (a) On or
prior to the Filing Deadline, the Company shall prepare and file with the
Commission a Registration Statement covering the resale of all of the
Registrable Securities not already covered by an existing and effective
Registration Statement for an offering to be made on a continuous basis pursuant
to Rule 415 or, if Rule 415 is not available for offers and sales of the
Registrable Securities, by such other means of distribution of Registrable
Securities as the Holders may reasonably specify (the “Initial Registration
Statement”).  The Initial Registration Statement shall be on
Form S-3 (except if the Company is then ineligible to register for resale of the
Registrable Securities on Form S-3, in which case such registration shall be on
such other form available to register for resale of the Registrable Securities
as a secondary offering) subject to the provisions of Section 2(f) and shall
contain (except if otherwise required pursuant to written comments received from
the Commission upon a review of such Registration Statement) the “Plan of
Distribution” section attached hereto as Annex
A.    Notwithstanding the registration obligations
set forth in this Section 2, in the event the Commission informs the Company
that all of the Registrable Securities (including all of the Olympus Registrable
Securities) cannot, as a result of the application of Rule 415, be registered
for resale as a secondary offering on a single registration statement, the
Company agrees to promptly (i) inform each of the Holders 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    thereof
and use its commercially reasonable efforts to file amendments to the Initial
Registration Statement as required by the Commission and/or (ii) withdraw the
Initial Registration Statement and file a new registration statement (a “New Registration Statement”),
in either case covering the maximum number of Registrable Securities permitted
to be registered by the Commission, on Form S-3 or such other form available to
register for resale the Registrable Securities as a secondary offering; provided, however, that prior
to filing such amendment or New Registration Statement, the Company shall be
obligated to use its commercially reasonable efforts to advocate with the
Commission for the registration of all of the Registrable Securities in
accordance with the SEC Guidance, including without limitation, the Manual of
Publicly Available Telephone Interpretations D.29. Notwithstanding any other
provision of this Agreement and subject to the payment of liquidated damages in
Section 2(c), if any SEC Guidance sets forth a limitation of the number of
Registrable Securities (including any Olympus Registrable Securities) permitted
to be registered on a particular Registration Statement as a secondary offering
(and notwithstanding that the Company used diligent efforts to advocate with the
Commission for the registration of all or a greater number of Registrable
Securities (including any Olympus Registrable Securities)), unless otherwise
directed in writing by a Holder as to its Registrable Securities, the number of
Registrable Securities (including any Olympus Registrable Securities) to be
registered on such Registration Statement will first be reduced by Registrable
Securities (including any Olympus Registrable Securities) not acquired pursuant
to the Purchase Agreement or the Olympus Purchase Agreement (whether pursuant to
registration rights or otherwise), second by Registrable Securities (including
any Olympus Registrable Securities) represented by Warrant Shares (applied, in
the case that some Warrant Shares may be registered, to the Holders (including
Olympus) on a pro rata basis based on the total number of unregistered Warrant
Shares held by such Holders (including Olympus)) and third by Registrable
Securities (including any Olympus Registrable Securities) represented by Shares
(applied, in the case that some Shares may be registered, to the Holders
(including Olympus) on a pro rata basis based on the total number of
unregistered Shares held by such Holders (including Olympus), subject to a
determination by the Commission that certain Holders (including Olympus) must be
reduced first based on the number of Shares held by such Holders (including
Olympus)).  In the event the Company amends the Initial Registration
Statement or files a New Registration Statement, as the case may be, under
clauses (i) or (ii) above, the Company will use its commercially reasonable
efforts to file with the Commission, as promptly as allowed by Commission or SEC
Guidance provided to the Company or to registrants of securities in general, one
or more registration statements on Form S-3 or such other form available to
register for resale those Registrable Securities (including any Olympus
Registrable Securities) that were not registered for resale on the Initial
Registration Statement, as amended, or the New Registration Statement (the
“Remainder Registration
Statements”).

     

    (b) The
Company shall use its commercially reasonable efforts to cause each Registration
Statement to be declared effective by the Commission as soon as practicable and,
with respect to the Initial Registration Statement or the New Registration
Statement, as applicable, no later than the Effectiveness Deadline (including
filing with the Commission a request for acceleration of effectiveness in
accordance with Rule 461 promulgated under the Securities Act within five (5)
Business Days after the date that the Company is notified (orally or in writing,
whichever is earlier) by the Commission that such Registration Statement will
not be “reviewed,” or not be subject to further review and the effectiveness of
such Registration Statement may be accelerated), and shall use its commercially
reasonable efforts to keep each Registration Statement continuously effective
under the Securities Act until the earlier of (i) such time as all of the
Registrable Securities covered by such Registration Statement have been publicly
sold by the Holders or (ii) the date that all Registrable Securities covered by
such Registration Statement may be sold by non-affiliates without volume or
manner of sale restrictions under Rule 144, without the requirement for the
Company to be in compliance with the current public information requirements
under Rule 144, as determined by counsel to the Company pursuant to a written
opinion letter to such effect, addressed and reasonably acceptable to the
Company’s transfer agent and the effected Holders (the “Effectiveness
Period”).  The Company shall request effectiveness of a
Registration 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Statement
as of 5:00 p.m. New York City time on a Trading Day.  The Company
shall promptly notify the Holders via facsimile or electronic mail of a “.pdf”
format data file of the effectiveness of a Registration Statement within one (1)
business day of the Effective Date. The Company shall, by 9:30 a.m. New York
City time on the first Trading Day after the Effective Date, file a final
Prospectus with the Commission, as required by Rule 424(b).

     

    (c)   If:
(i) the Initial Registration Statement is not filed with the Commission on or
prior to the Filing Deadline, (ii) the Initial Registration Statement or the New
Registration Statement, as applicable, is not declared effective by the
Commission (or otherwise does not become effective) for any reason on or prior
to the Effectiveness Deadline or (iii) after its Effective Date, (A) such
Registration Statement ceases for any reason (including without limitation by
reason of a stop order, or the Company’s failure to update the Registration
Statement), to remain continuously effective as to all Registrable Securities
for which it is required to be effective or (B) the Holders are not permitted to
utilize the Prospectus therein to resell such Registrable Securities, in the
case of (A) and (B), for more than an aggregate of 30 Trading Days (which need
not be consecutive) during any 12 month period (other than during an Allowable
Grace Period (as defined in Section 2(e) of this Agreement)), (iv) a Grace
Period (as defined in Section 2(e) of this Agreement) exceeds the length of an
Allowable Grace Period, or (v) after the date six months following the Closing
Date, the Company fails to file with the SEC any required reports under Section
13 or 15(d) of the 1934 Act such that it is not in compliance with Rule
144(c)(1) as a result of which the Holders who are not affiliates are unable to
sell Registrable Securities without restriction under Rule 144 (or any successor
thereto) (any such failure or breach in clauses (i) through (v) above being
referred to as an “Event,” and, for purposes of
clauses (i), (ii) or (v), the date on which such Event occurs, or for purposes
of clause (iii), the date on which such 30 Trading Day period is exceeded, or
for purposes of clause (iv) the date on which such Allowable Grace Period is
exceeded, being referred to as an “Event Date”), then in lieu of
any other rights the Holders may have hereunder or under applicable law, on each
such Event Date and on each monthly anniversary of each such Event Date (if the
applicable Event shall not have been cured by such date) until the applicable
Event is cured, the Company shall pay to each Holder an amount in cash, as
liquidated damages and not as a penalty (“Liquidated Damages”), equal
to 1.0% of the aggregate purchase price paid by such Holder pursuant to the
Purchase Agreement for any Registrable Securities held by such Holder on the
Event Date (which remedy shall be exclusive of any other remedies available
under this Agreement or under applicable law).  The parties agree that
(1) the Company will not be liable for Liquidated Damages under this Agreement
with respect to any Warrants or Warrant Shares, (2) notwithstanding anything to
the contrary herein or in the Purchase Agreement, no Liquidated Damages shall be
payable with respect to any period after the expiration of the Effectiveness
Period (it being understood that this sentence shall not relieve the Company of
any Liquidated Damages accruing prior to the Effectiveness Period), and in no
event shall, the aggregate amount of Liquidated Damages payable to a Holder
exceed, in the aggregate, twelve percent (12%) of the aggregate purchase price
paid by such Holder pursuant to the Purchase Agreement and (3) in no event shall
the Company be liable in any 30-day period for Liquidated Damages under this
Agreement in excess of 1.0% of the aggregate purchase price paid by the Holders
pursuant to the Purchase Agreement  If the Company fails to pay any
Liquidated Damages pursuant to this Section 2(c) in full within five (5)
Business Days after the date payable, the Company will pay interest thereon at a
rate of 1.5% per month (or such lesser maximum amount that is permitted to be
paid by applicable law) to the Holder, accruing daily from the date such
Liquidated Damages are due until such amounts, plus all such interest thereon,
are paid in full.  The Liquidated Damages pursuant to the terms hereof
shall apply on a daily pro-rata basis for any portion of a month prior to the
cure of an Event, except in the case of the first Event Date.  The
Effectiveness Deadline for a Registration Statement shall be extended without
default or Liquidated Damages hereunder in the event that the Company’s failure
to obtain the effectiveness of the Registration Statement on a timely basis
results from (i) the failure of a Purchaser to timely provide the Company
with information requested by the Company and necessary to complete the
Registration Statement in accordance with the requirements of the Securities Act
(in which the Effectiveness Deadline would be 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    extended
with respect to Registrable Securities held by such Purchaser) or (ii) events or
circumstances that are not in any way attributable to the Company.

     

    (d) Each
Holder agrees to furnish to the Company a completed Selling Stockholder
Questionnaire not more than five (5) Trading Days following the date of this
Agreement. At least ten (10) Trading Days prior to the first anticipated filing
date of a Registration Statement for any registration under this Agreement, the
Company will notify each Holder of the information the Company requires from
that Holder other than the information contained in the Selling Stockholder
Questionnaire, if any, which shall be completed and delivered to the Company
promptly upon request and, in any event, within three (3) Trading Days prior to
the applicable anticipated filing date.  Each Holder further agrees
that it shall not be entitled to be named as a selling securityholder in the
Registration Statement or use the Prospectus for offers and resales of
Registrable Securities at any time, unless such Holder has returned to the
Company a completed and signed Selling Stockholder Questionnaire and a response
to any requests for further information as described in the previous sentence.
If a Holder of Registrable Securities returns a Selling Stockholder
Questionnaire or a request for further information, in either case, after its
respective deadline, the Company shall use its commercially reasonable efforts
at the expense of the Holder who failed to return the Selling Stockholder
Questionnaire or to respond for further information to take such actions as are
required to name such Holder as a selling security holder in the Registration
Statement or any pre-effective or post-effective amendment thereto and to
include (to the extent not theretofore included) in the Registration Statement
the Registrable Securities identified in such late Selling Stockholder
Questionnaire or request for further information. Each Holder acknowledges and
agrees that the information in the Selling Stockholder Questionnaire or request
for further information as described in this Section 2(d) will be used by the
Company in the preparation of the Registration Statement and hereby consents to
the inclusion of such information in the Registration Statement.

     

    (e) Notwithstanding
anything to the contrary herein, at any time after the Registration Statement
has been declared effective by the Commission, the Company may delay the
disclosure of material non-public information concerning the Company if the
disclosure of such information at the time is not, in the good faith judgment of
the Company, in the best interests of the Company (a “Grace Period”); provided, however, the
Company shall promptly (i) notify the Holders in writing of the existence of
material non-public information giving rise to a Grace Period (provided that the
Company shall not disclose the content of such material non-public information
to the Holders) or the need to file a post-effective amendment, as applicable,
and the date on which such Grace Period will begin, and (ii) notify the Holders
in writing of the date on which the Grace Period ends; provided, further, that no
single Grace Period shall exceed twenty (20) consecutive days, and during any
three hundred sixty-five (365) day period, the aggregate of all Grace Periods
shall not exceed an aggregate of forty (40) days (each Grace Period complying
with this provision being an “Allowable Grace
Period”).   For purposes of determining the length of a
Grace Period, the Grace Period shall be deemed to begin on and include the date
the Holders receive the notice referred to in clause (i) above and shall end on
and include the later of the date the Holders receive the notice referred to in
clause (ii) above and the date referred to in such notice; provided, however, that no
Grace Period shall be longer than an Allowable Grace
Period.    Notwithstanding anything to the contrary, the
Company shall cause the Transfer Agent to deliver unlegended Common Stock to a
transferee of a Holder in accordance with the terms of the Purchase Agreement in
connection with any sale of Registrable Securities with respect to which a
Holder has entered into a contract for sale prior to the Holder’s receipt of the
notice of a Grace Period and for which the Holder has not yet
settled.

     

    (f) In the
event that Form S-3 is not  available for the registration of the resale of
Registrable Securities hereunder, the Company shall (i)
register the resale of the Registrable Securities on another appropriate form
reasonably acceptable to the Holders and (ii) undertake to register the
Registrable Securities on Form S-3 promptly after such form is available, provided that the Company


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    shall
maintain the effectiveness of the Registration Statement then in effect until
such time as a Registration Statement on Form S-3 covering the Registrable
Securities has been declared effective by the Commission.

     

    3. Registration
Procedures

     

    In
connection with the Company's registration obligations hereunder, the Company
shall:

     

    (a) Not less
than five (5) Trading Days prior to the filing of a Registration Statement and
not less than one (1) Trading Day prior to the filing of any related Prospectus
or any amendment or supplement thereto (except for Annual Reports on Form 10-K,
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and any similar
or successor reports), the Company shall, furnish to the Holder copies of such
Registration Statement, Prospectus or amendment or supplement thereto, as
proposed to be filed, which documents will be subject to the review of such
Holder (it being acknowledged and agreed that if a Holder does not object to or
comment on the aforementioned documents within such five (5) Trading Day or one
(1) Trading Day period, as the case may be, then the Holder shall be deemed to
have consented to and approved the use of such documents).  The
Company shall not file any Registration Statement or amendment or supplement
thereto in a form to which a Holder reasonably objects in good faith, provided
that, the Company is notified of such objection in writing within the five (5)
Trading Day or one (1) Trading Day period described above, as
applicable.

     

    (b) (i)  Prepare
and file with the Commission such amendments (including post-effective
amendments) and supplements, to each Registration Statement and the Prospectus
used in connection therewith as may be necessary to keep such Registration
Statement continuously effective as to the applicable Registrable Securities for
its Effectiveness Period (except during an Allowable Grace Period); (ii) cause
the related Prospectus to be amended or supplemented by any required Prospectus
supplement (subject to the terms of this Agreement), and, as so supplemented or
amended, to be filed pursuant to Rule 424 (except during an Allowable Grace
Period); (iii) respond as promptly as reasonably practicable to any comments
received from the Commission with respect to each Registration Statement or any
amendment thereto and, as promptly as reasonably possible, provide the Holders
true and complete copies of all correspondence from and to the Commission
relating to such Registration Statement that pertains to the Holders as “Selling
Stockholders” but not any comments that would result in the disclosure to the
Holders of material and non-public information concerning the Company; and (iv)
comply with the provisions of the Securities Act and the Exchange Act with
respect to the disposition of all Registrable Securities covered by a
Registration Statement until such time as all of such Registrable Securities
shall have been disposed of (subject to the terms of this Agreement) in
accordance with the intended methods of disposition by the Holders thereof as
set forth in such Registration Statement as so amended or in such Prospectus as
so supplemented; provided,
however, that each Purchaser shall be responsible for the delivery of the
Prospectus to the Persons to whom such Purchaser sells any of the Shares or
Warrant Shares (including in accordance with Rule 172 under the Securities Act),
and each Purchaser agrees to dispose of Registrable Securities in compliance
with the plan of distribution described in the Registration Statement and
otherwise in compliance with applicable federal and state securities laws. In
the case of amendments and supplements to a Registration Statement which are
required to be filed pursuant to this Agreement (including pursuant to this
Section 3(b)) by reason of the Company filing a report on Form 10-K, Form 10-Q
or Form 8-K or any analogous report under the Exchange Act, the Company shall
have incorporated such report by reference into such Registration Statement, if
applicable, or shall file such amendments or supplements with the Commission on
the same day on which the Exchange Act report which created the requirement for
the Company to amend or supplement such Registration Statement was
filed.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (c) Notify
the Holders (which notice shall, pursuant to clauses (iii) through (v) hereof,
be accompanied by an instruction to suspend the use of the Prospectus until the
requisite changes have been made) as promptly as reasonably practicable (and, in
the case of (i)(A) below, not less than two Trading Days prior to such filing,
in the case of (iii) and (iv) below, not more than one Trading Day after such
issuance or receipt, and in the case of (v) below, not more than one Trading Day
after the occurrence or existence of such development) and (if requested by any
such Person) confirm such notice in writing no later than one Trading Day
following the day (i)(A) when a Prospectus or any Prospectus supplement or
post-effective amendment to a Registration Statement is proposed to be filed;
(B) when the Commission notifies the Company whether there will be a “review” of
such Registration Statement and whenever the Commission comments in writing on
any Registration Statement (in which case the Company shall provide to each of
the Holders true and complete copies of all comments that pertain to the Holders
as a “Selling Stockholder” or to the “Plan of Distribution” and all written
responses thereto, but not information that the Company believes would
constitute material and non-public information); and (C) with respect to each
Registration Statement or any post-effective amendment, when the same has become
effective; (ii) of any request by the Commission or any other Federal or state
governmental authority for amendments or supplements to a Registration Statement
or Prospectus or for additional information that pertains to the Holders as
“Selling Stockholders” or the “Plan of Distribution”; (iii) of the issuance by
the Commission or any other federal or state governmental authority of any stop
order suspending the effectiveness of a Registration Statement covering any or
all of the Registrable Securities or the initiation of any Proceedings for that
purpose; (iv) of the receipt by the Company of any notification with respect to
the suspension of the qualification or exemption from qualification of any of
the Registrable Securities for sale in any jurisdiction, or the initiation or
threatening of any Proceeding for such purpose; and (v) of the occurrence of any
event or passage of time that makes the financial statements included in a
Registration Statement ineligible for inclusion therein or any statement made in
such Registration Statement or Prospectus or any document incorporated or deemed
to be incorporated therein by reference untrue in any material respect or that
requires any revisions to such Registration Statement, Prospectus or other
documents so that, in the case of such Registration Statement or the Prospectus,
as the case may be, it will not contain any untrue statement of a material fact
or omit to state any material fact required to be stated therein or necessary to
make the statements therein (in the case of any Prospectus, form of prospectus
or supplement thereto, in light of the circumstances under which they were
made), not misleading.

     

    (d) Use
commercially reasonable efforts to avoid the issuance of, or, if issued, obtain
the withdrawal of (i) any order suspending the effectiveness of a Registration
Statement, or (ii) any suspension of the qualification (or exemption from
qualification) of any of the Registrable Securities for sale in any
jurisdiction, as soon as practicable.

     

    (e) If
requested by a Holder, furnish to such Holder, without charge, at least one
conformed copy of each Registration Statement and each amendment thereto and all
exhibits to the extent requested by such Person (including those previously
furnished or incorporated by reference) promptly after the filing of such
documents with the Commission; provided, that the Company
shall have no obligation to provide any document pursuant to this clause that is
available on the Commission’s EDGAR system.

     

    (f) Prior to
any resale of Registrable Securities by a Holder, use its commercially
reasonable efforts to register or qualify or cooperate with the selling Holders
in connection with the registration or qualification (or exemption from the
registration or qualification) of such Registrable Securities for the resale by
the Holder under the securities or Blue Sky laws of such jurisdictions within
the United States as any Holder reasonably requests in writing, to keep each
registration or qualification (or exemption therefrom) effective during the
Effectiveness Period and to do any and all other acts or things reasonably
necessary to enable the disposition in such jurisdictions of the Registrable
Securities 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    covered
by each Registration Statement; provided, that the Company
shall not be required to qualify generally to do business in any jurisdiction
where it is not then so qualified, subject the Company to any material tax in
any such jurisdiction where it is not then so subject or file a general consent
to service of process in any such jurisdiction.

     

    (g) If
requested by the Holders, cooperate with the Holders to facilitate the timely
preparation and delivery of certificates representing Registrable Securities to
be delivered to a transferee pursuant to the Registration Statement, which
certificates shall be free, to the extent permitted by the Purchase Agreement
and under law, of all restrictive legends, and to enable such Registrable
Securities to be in such denominations and registered in such names as any such
Holders may reasonably request.

     

    (h) Following
the occurrence of any event contemplated by Section 3(c)(iii)-(v), as promptly
as reasonably practicable (taking into account the Company’s good faith
assessment of any adverse consequences to the Company and its stockholders of
the premature disclosure of such event), prepare a supplement or amendment,
including a post-effective amendment, to the affected Registration Statements or
a supplement to the related Prospectus or any document incorporated or deemed to
be incorporated therein by reference, and file any other required document so
that, as thereafter delivered, no Registration Statement nor any Prospectus will
contain an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein (in
the case of any Prospectus, form of prospectus or supplement thereto, in light
of the circumstances under which they were made), not misleading.

     

    (i) The
Company may require each selling Holder to furnish to the Company a certified
statement as to (i) the number of shares of Common Stock beneficially owned by
such Holder and any Affiliate thereof, (ii) any Financial Industry Regulatory
Authority (“FINRA”)
affiliations, (iii) any natural persons who have the power to vote or dispose of
the Common Stock and (iv) any other information as may be requested by the
Commission, FINRA or any state securities commission. During any periods that
the Company is unable to meet its obligations hereunder with respect to the
registration of Registrable Securities because any Holder fails to furnish such
information within three Trading Days of the Company’s request, any Liquidated
Damages that are accruing at such time as to such Holder only shall be tolled
and any Event that may otherwise occur solely because of such delay shall be
suspended as to such Holder only, until such information is delivered to the
Company.

     

    (j) The
Company shall cooperate with any registered broker through which a Holder
proposes to resell its Registrable Securities in effecting a filing with FINRA
pursuant to NASD Rule 2710 as requested by any such Holder and the Company shall
pay the filing fee required for the first such filing within two (2) Business
Days of the request therefore.

     

    4. Registration
Expenses.  All fees and expenses incident to the Company’s
performance of or compliance with its obligations under this Agreement
(excluding any underwriting discounts and selling commissions and all legal fees
and expenses of legal counsel for any Holder) shall be borne by the Company
whether or not any Registrable Securities are sold pursuant to a Registration
Statement.  The fees and expenses referred to in the foregoing
sentence shall include, without limitation, (i) all registration and filing fees
(including, without limitation, fees and expenses (A) with respect to filings
required to be made with any Trading Market on which the Common Stock is then
listed for trading, (B) with respect to compliance with applicable state
securities or Blue Sky laws (including, without limitation, fees and
disbursements of counsel for the Company in connection with Blue Sky
qualifications or exemptions of the Registrable Securities and determination of
the eligibility of the Registrable Securities for investment under the laws of
such jurisdictions as requested by the Holders) and (C) if not previously paid
by the Company in connection with an Issuer Filing, with respect to any filing
that may be required to be made by any broker through which a Holder intends to
make sales of Registrable Securities with FINRA 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    pursuant
to the NASD Rule 2710, so long as the broker is receiving no more than a
customary brokerage commission in connection with such sale, (ii) printing
expenses (including, without limitation, expenses of printing certificates for
Registrable Securities and of printing prospectuses if the printing of
prospectuses is reasonably requested by the Holders of a majority of the
Registrable Securities included in the Registration Statement), (iii) messenger,
telephone and delivery expenses, (iv) fees and disbursements of counsel for the
Company, (v) Securities Act liability insurance, if the Company so desires such
insurance, and (vi) fees and expenses of all other Persons retained by the
Company in connection with the consummation of the transactions contemplated by
this Agreement.  In addition, the Company shall be responsible for all
of its internal expenses incurred in connection with the consummation of the
transactions contemplated by this Agreement (including, without limitation, all
salaries and expenses of its officers and employees performing legal or
accounting duties), the expense of any annual audit and the fees and expenses
incurred in connection with the listing of the Registrable Securities on any
securities exchange as required hereunder.  In no event shall the
Company be responsible for any underwriting, broker or similar fees or
commissions of any Holder or, except to the extent provided for in the
Transaction Documents, any legal fees or other costs of the
Holders.

     

    5. Indemnification.

     

    (a) Indemnification by the
Company.  The Company shall, notwithstanding any termination of
this Agreement, indemnify, defend and hold harmless each Holder, the officers,
directors, agents, partners, members, managers, stockholders, Affiliates and
employees of each of them, each Person who controls any such Holder (within the
meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act)
and the officers, directors, partners, members, managers, stockholders, agents
and employees of each such controlling Person, to the fullest extent permitted
by applicable law, from and against any and all losses, claims, damages,
liabilities, costs (including, without limitation, reasonable costs of
preparation and investigation and reasonable attorneys' fees) and expenses
(collectively, “Losses”), as incurred, that
arise out of or are based upon any untrue or alleged untrue statement of a
material fact contained in any Registration Statement, any Prospectus or any
form of prospectus or in any amendment or supplement thereto or in any
preliminary prospectus, or arising out of or relating to any omission or alleged
omission to state a material fact required to be stated therein or necessary to
make the statements therein (in the case of any Prospectus or form of prospectus
or supplement thereto, in light of the circumstances under which they were made)
not misleading, except to the extent, but only to the extent, that (A) such
untrue statements, alleged untrue statements, omissions or alleged omissions are
based solely upon information regarding such Holder furnished in writing to the
Company by such Holder expressly for use therein, or to the extent that such
information relates to such Holder or such Holder's proposed method of
distribution of Registrable Securities and was reviewed and approved by such
Holder expressly for use in the Registration Statement, such Prospectus or such
form of Prospectus or in any amendment or supplement thereto (it being
understood that each Holder has approved Annex A hereto for
this purpose), (B) in the case of an occurrence of an event of the type
specified in Section 3(c)(iii)-(v), related to the use by a Holder of an
outdated or defective Prospectus after the Company has notified such Holder in
writing that the Prospectus is outdated or defective and prior to the receipt by
such Holder of the Advice contemplated and defined in Section 6(d) below, but
only if and to the extent that following the receipt of the Advice the
misstatement or omission giving rise to such Loss would have been corrected or
(C) any such Losses arise out of the Purchaser’s (or any other indemnified
Person’s) failure to send or give a copy of the Prospectus or supplement (as
then amended or supplemented), if required, to the Persons asserting an untrue
statement or alleged untrue statement or alleged untrue statement or omission or
alleged omission at or prior to the written confirmation of the sale of
Registrable Securities to such Person if such statement or omission was
corrected in such Prospectus or supplement.  The Company shall notify
the Holders promptly of the institution, threat or assertion of any Proceeding
arising from or in connection with the transactions contemplated by this
Agreement of which the Company is aware.  Such indemnity shall remain
in full force and effect regardless of any investigation made by or on


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    behalf of
an Indemnified Party (as defined in Section 5(c)) and shall survive the transfer
of the Registrable Securities by the Holders.

     

    (b) Indemnification by
Holders. Each Holder shall, severally and not jointly, indemnify and hold
harmless the Company, its directors, officers, agents and employees, each Person
who controls the Company (within the meaning of Section 15 of the Securities Act
and Section 20 of the Exchange Act), and the directors, officers, agents or
employees of such controlling Persons, to the fullest extent permitted by
applicable law, from and against all Losses, as incurred, arising out of or are
based upon any untrue or alleged untrue statement of a material fact contained
in any Registration Statement, any Prospectus, or any form of prospectus, or in
any amendment or supplement thereto or in any preliminary prospectus, or arising
out of or relating to any omission or alleged omission of a material fact
required to be stated therein or necessary to make the statements therein (in
the case of any Prospectus, or any form of prospectus or supplement thereto, in
light of the circumstances under which they were made) not misleading (i) to the
extent, but only to the extent, that such untrue statements or omissions are
based solely upon information regarding such Holder furnished in writing to the
Company by such Holder expressly for use therein or (ii) to the extent, but only
to the extent, that such information relates to such Holder or such Holder’s
proposed method of distribution of Registrable Securities and was reviewed and
approved by such Holder expressly for use in a Registration Statement (it being
understood that the Holder has approved Annex A hereto for
this purpose), such Prospectus or such form of Prospectus or in any amendment or
supplement thereto or (iii) in the case of an occurrence of an event of the type
specified in Section 3(c)(iii)-(v), to the extent, but only to the extent,
related to the use by such Holder of an outdated or defective Prospectus after
the Company has notified such Holder in writing that the Prospectus is outdated
or defective and prior to the receipt by such Holder of the Advice contemplated
in Section 6(d).  In no event shall the liability of any selling
Holder hereunder be greater in amount than the dollar amount of the net proceeds
received by such Holder upon the sale of the Registrable Securities giving rise
to such indemnification obligation.

     

    (c) Conduct of Indemnification
Proceedings. If any Proceeding shall be brought or asserted against any
Person entitled to indemnity hereunder (an “Indemnified Party”), such
Indemnified Party shall promptly notify the Person from whom indemnity is sought
(the “Indemnifying
Party”) in writing, and the Indemnifying Party shall have the right to
assume the defense thereof, including the employment of counsel reasonably
satisfactory to the Indemnified Party and the payment of all reasonable fees and
expenses incurred in connection with defense thereof; provided, that the failure of
any Indemnified Party to give such notice shall not relieve the Indemnifying
Party of its obligations or liabilities pursuant to this Agreement, except (and
only) to the extent that it shall be finally determined by a court of competent
jurisdiction (which determination is not subject to appeal or further review)
that such failure shall have materially and adversely prejudiced the
Indemnifying Party.

     

    An
Indemnified Party shall have the right to employ separate counsel in any such
Proceeding and to participate in the defense thereof, but the fees and expenses
of such counsel shall be at the expense of such Indemnified Party or Parties
unless:  (1) the Indemnifying Party has agreed in writing to pay such
fees and expenses; (2) the Indemnifying Party shall have failed promptly to
assume the defense of such Proceeding and to employ counsel reasonably
satisfactory to such Indemnified Party in any such Proceeding; or (3) the named
parties to any such Proceeding (including any impleaded parties) include both
such Indemnified Party and the Indemnifying Party, and such Indemnified Party
shall have been advised by counsel that a conflict of interest exists if the
same counsel were to represent such Indemnified Party and the Indemnifying Party
(in which case, if such Indemnified Party notifies the Indemnifying Party in
writing that it elects to employ separate counsel at the expense of the
Indemnifying Party, the Indemnifying Party shall not have the right to assume
the defense thereof and such counsel shall be at the expense of the Indemnifying
Party); provided, that
the Indemnifying Party shall not be liable for the fees and expenses of more
than one separate firm of attorneys at any time for all 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Indemnified
Parties.  The Indemnifying Party shall not be liable for any
settlement of any such Proceeding effected without its written consent, which
consent shall not be unreasonably withheld, delayed or
conditioned.  No Indemnifying Party shall, without the prior written
consent of the Indemnified Party, effect any settlement of any pending
Proceeding in respect of which any Indemnified Party is a party, unless such
settlement includes an unconditional release of such Indemnified Party from all
liability on claims that are the subject matter of such Proceeding.

     

    Subject
to the terms of this Agreement, all fees and expenses of the Indemnified Party
(including reasonable fees and expenses to the extent incurred in connection
with investigating or preparing to defend such Proceeding in a manner not
inconsistent with this Section 5(c)) shall be paid to the Indemnified Party, as
incurred, within twenty Trading Days of written notice thereof to the
Indemnifying Party; provided, that the
Indemnified Party shall promptly reimburse the Indemnifying Party for that
portion of such fees and expenses applicable to such actions for which such
Indemnified Party is finally judicially determined to not be entitled to
indemnification hereunder). The failure to deliver written notice to the
Indemnifying Party within a reasonable time of the commencement of any such
action shall not relieve such Indemnifying Party of any liability to the
Indemnified Party under this Section 5, except to the extent that the
Indemnifying Party is materially and adversely prejudiced in its ability to
defend such action.

     

    (d) Contribution.  If
a claim for indemnification under Section 5(a) or 5(b) is unavailable to an
Indemnified Party or insufficient to hold an Indemnified Party harmless for any
Losses, then each Indemnifying Party, in lieu of indemnifying such Indemnified
Party, shall contribute to the amount paid or payable by such Indemnified Party
as a result of such Losses, in such proportion as is appropriate to reflect the
relative fault of the Indemnifying Party and Indemnified Party in connection
with the actions, statements or omissions that resulted in such Losses as well
as any other relevant equitable considerations.  The relative fault of
such Indemnifying Party and Indemnified Party shall be determined by reference
to, among other things, whether any action in question, including any untrue or
alleged untrue statement of a material fact or omission or alleged omission of a
material fact, has been taken or made by, or relates to information supplied by,
such Indemnifying Party or Indemnified Party, and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
action, statement or omission.  The amount paid or payable by a party
as a result of any Losses shall be deemed to include, subject to the limitations
set forth in this Agreement, any reasonable attorneys' or other reasonable fees
or expenses incurred by such party in connection with any Proceeding to the
extent such party would have been indemnified for such fees or expenses if the
indemnification provided for in this Section 5(d) was available to such party in
accordance with its terms.

     

    The
parties hereto agree that it would not be just and equitable if contribution
pursuant to this Section 5(d) were determined by pro rata allocation or by any
other method of allocation that does not take into account the equitable
considerations referred to in the immediately preceding
paragraph.  Notwithstanding the provisions of this Section 5(d), no
Holder shall be required to contribute, in the aggregate, any amount in excess
of the amount by which the net proceeds actually received by such Holder from
the sale of the Registrable Securities subject to the Proceeding exceeds the
amount of any damages that such Holder has otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged
omission.  No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any Person who was not guilty of such fraudulent
misrepresentation.

     

    The
indemnity and contribution agreements contained in this Section 5 are in
addition to any liability that the Indemnifying Parties may have to the
Indemnified Parties and are not in diminution or limitation of the
indemnification provisions under the Purchase Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    6. Miscellaneous.

     

    (a) Remedies.  In
the event of a breach by the Company or by a Holder of any of their obligations
under this Agreement, each Holder or the Company, as the case may be, in
addition to being entitled to exercise all rights granted by law and under this
Agreement, including recovery of damages, will be entitled to specific
performance of its rights under this Agreement.  The Company and each
Holder agree that monetary damages would not provide adequate compensation for
any losses incurred by reason of a breach by it of any of the provisions of this
Agreement and hereby further agrees that, in the event of any action for
specific performance in respect of such breach, it shall waive the defense that
a remedy at law would be adequate.

     

    (b) No Piggyback on
Registrations; Prohibit on Filing Other Registration
Statements.  Except and to the extent required pursuant to
agreements or arrangements identified in Schedule 3.1(y) to the Purchase
Agreement, neither the Company nor any of its security holders (other than the
Holders in such capacity pursuant hereto) may include securities of the Company
in a Registration Statement other than the Registrable Securities and the
Olympus Registrable Securities and the Company shall not prior to the Effective
Date enter into any agreement providing any such right to any of its security
holders. The Company shall not, from the date hereof until the date that is 30
days after the Effective Date of the Initial Registration Statement, prepare and
file with the Commission a registration statement relating to an offering for
its own account under the Securities Act of any of its equity securities, other
than (i) a registration statement on Form S-8, (ii) in connection with an
acquisition, on Form S-4 or (iii) a registration statement to register for
resale securities issued by the Company pursuant to acquisitions or strategic
transactions approved by a majority of the disinterested directors of the
Company, provided that any such issuance shall only be to a Person which is,
itself or through its subsidiaries, an operating company in a business
synergistic with the business of the Company and in which the Company receives
benefits in addition to the investment of funds, but shall not include a
transaction in which the Company is issuing securities primarily for the purpose
of raising capital or to an entity whose primary business is investing in
securities.  For the avoidance of doubt, the Company shall not be
prohibited from preparing and filing with the Commission a registration
statement relating to an offering of Common Stock by existing stockholders of
the Company under the Securities Act pursuant to the terms of registration
rights held by such stockholder or from filing amendments to registration
statements filed prior to the date of this Agreement.

     

    (c) Compliance.  Each
Holder covenants and agrees that it will comply with the prospectus delivery
requirements of the Securities Act as applicable to it (unless an exemption
therefrom is available) in connection with sales of Registrable Securities
pursuant to the Registration Statement and shall sell the Registrable Securities
only in accordance with a method of distribution described in the Registration
Statement

     

    (d) Discontinued
Disposition.  By its acquisition of Registrable Securities,
each Holder agrees that, upon receipt of a notice from the Company of the
occurrence of any event of the kind described in Section 3(c)(iii)-(v), such
Holder will forthwith discontinue disposition of such Registrable Securities
under a Registration Statement until it is advised in writing (the “Advice”) by the Company that
the use of the applicable Prospectus (as it may have been supplemented or
amended) may be resumed.    The Company may provide
appropriate stop orders to enforce the provisions of this
paragraph.

     

    (e) No Inconsistent
Agreements.  Neither the Company nor any of its Subsidiaries
has entered, as of the date hereof, nor shall the Company or any of its
Subsidiaries, on or after the date hereof, enter into any agreement with respect
to its securities, that would have the effect of impairing the rights granted to
the Holders in this Agreement or otherwise conflicts with the provisions
hereof.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (f) Amendments and
Waivers.  The provisions of this Agreement, including the
provisions of this sentence, may not be amended, modified or supplemented, or
waived unless the same shall be in writing and signed by the Company and Holders
holding at least two-thirds of the then outstanding Registrable Securities,
provided that any party may give a waiver as to
itself.  Notwithstanding the foregoing,  a waiver or consent
to depart from the provisions hereof with respect to a matter that relates
exclusively to the rights of Holders and that does not directly or indirectly
affect the rights of other Holders may be given by Holders of all of the
Registrable Securities to which such waiver or consent relates; provided, however, that the provisions
of this sentence may not be amended, modified, or supplemented except in
accordance with the provisions of the immediately preceding
sentence.

     

    (g) Notices.  Any
and all notices or other communications or deliveries required or permitted to
be provided hereunder shall be delivered as set forth in the Purchase
Agreement.

     

    (h) Successors and
Assigns.  This Agreement shall inure to the benefit of and be
binding upon the successors and permitted assigns of each of the parties and
shall inure to the benefit of each Holder.  Nothing in this Agreement,
express or implied, is intended to confer upon any party other than the parties
hereto or their respective successors and assigns any rights, remedies,
obligations, or liabilities under or by reason of this Agreement, except as
expressly provided in this Agreement.  The Company may not assign its
rights (except by merger or in connection with another entity acquiring all or
substantially all of the Company’s assets) or obligations hereunder without the
prior written consent of all the Holders of the then outstanding Registrable
Securities.  Each Holder may assign its respective rights hereunder in
the manner and to the Persons as permitted under the Purchase
Agreement.

     

    (i) Execution and
Counterparts.  This Agreement may be executed in two or more
counterparts, each of which when so executed shall be deemed to be an original
and, all of which taken together shall constitute one and the same Agreement and
shall become effective when counterparts have been signed by each party and
delivered to the other party, it being understood that both parties need not
sign the same counterpart.  In the event that any signature is
delivered by facsimile transmission or by e-mail delivery of a “.pdf” format
data file, such signature shall create a valid and binding obligation of the
party executing (or on whose behalf such signature is executed) with the same
force and effect as if such facsimile or “.pdf” signature were the original
thereof.

     

    (j) Governing
Law.  All questions concerning the construction, validity,
enforcement and interpretation of this Agreement shall be determined in
accordance with the provisions of the Purchase Agreement.

     

    (k) Cumulative
Remedies.  Except as provided in Section 2(c) with respect to
Liquidated Damages, the remedies provided herein are cumulative and not
exclusive of any other remedies provided by law.

     

    (l) Severability. If any
term, provision, covenant or restriction of this Agreement is held by a court of
competent jurisdiction to be invalid, illegal, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions set forth herein
shall remain in full force and effect and shall in no way be affected, impaired
or invalidated, and the parties hereto shall use their good faith reasonable
efforts to find and employ an alternative means to achieve the same or
substantially the same result as that contemplated by such term, provision,
covenant or restriction.  It is hereby stipulated and declared to be
the intention of the parties that they would have executed the remaining terms,
provisions, covenants and restrictions without including any of such that may be
hereafter declared invalid, illegal, void or unenforceable.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (m) Headings.  The
headings in this Agreement are for convenience only and shall not limit or
otherwise affect  the meaning hereof.

     

    (n) Independent Nature of
Purchasers’ Obligations and Rights.  The obligations of each
Purchaser under this Agreement are several and not joint with the obligations of
any other Purchaser hereunder, and no Purchaser shall be responsible in any way
for the performance of the obligations of any other Purchaser
hereunder.  The decision of each Purchaser to purchase the Shares
pursuant to the Transaction Documents has been made independently of any other
Purchaser. Nothing contained herein or in any other agreement or document
delivered at any closing, and no action taken by any Purchaser pursuant hereto
or thereto, shall be deemed to constitute the Purchasers as a partnership, an
association, a joint venture or any other kind of entity, or create a
presumption that the Purchasers are in any way acting in concert with respect to
such obligations or the transactions contemplated by this
Agreement.  Each Purchaser acknowledges that no other Purchaser has
acted as agent for such Purchaser in connection with making its investment
hereunder and that no Purchaser will be acting as agent of such Purchaser in
connection with monitoring its investment in the Shares and Warrants or
enforcing its rights under the Transaction Documents. Each Purchaser shall be
entitled to protect and enforce its rights, including, without limitation, the
rights arising out of this Agreement, and it shall not be necessary for any
other Purchaser to be joined as an additional party in any Proceeding for such
purpose.  The Company acknowledges that each of the Purchasers has
been provided with the same Registration Rights Agreement for the purpose of
closing a transaction with multiple Purchasers and not because it was required
or requested to do so by any Purchaser.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    


    IN
WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as
of the date first written above.

     

    CYTORI
THERAPEUTICS, INC.

    


    


    By: 
/s/ Christopher J. Calhoun    

    Name: 
Christopher J. Calhoun

    Title: 
CEO

     

    [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK,

     

     

    SIGNATURE
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        IN WITNESS WHEREOF, the parties have
executed this Registration Rights Agreement as of the date first written
above.

      

      
      

       

      
        	 	
                NAME OF
      INVESTING ENTITY:  

                 

                TRUK
      International Fund, LP

                 

                AUTHORIZED
SIGNATORY

              


      

       

                                              /s/ Michael Fein        

      
        	 	 	 By:	Atoll Asset
      Management, LLC
	 	 	 Name:	 Michael
      Fein
	 	 	 Title:	 Principal


      

       

       

      
        	 	 
	 	ADDRESS FOR
      NOTICE
	 	 
	
                 

              	Street:  1 East
      52nd Street, 6th Floor
	 	City/State/Zip: 
       New York, New York  10022
	 	Attention: 
      Michael Fein
	 	 
	 	 
	 	 Tel.: 
      212-888-2224
	 	 
	 	 Fax: 
      212-888-0334
	 	 
	 	 E-mail: 
      mfein@ramcapital.com
	 	 
	 	 
	 	 


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      IN WITNESS WHEREOF, the parties have
executed this Registration Rights Agreement as of the date first written
above.

      
         

        
        

         

        
          	 	
                  NAME OF
      INVESTING ENTITY

                   

                  TRUK Opportunity
      Fund, LLC

                   

                  AUTHORIZED
SIGNATORY

                


        

         

                                                /s/ Michael Fein        

        
          	 	 	 By:	Atoll Asset
      Management, LLC
	 	 	 Name:	 Michael
      Fein
	 	 	 Title:	 Principal


        

         

        
           

          
            	 	 
	 	ADDRESS FOR
      NOTICE
	 	 
	
                     

                  	Street:  1 East
      52nd Street, 6th Floor
	 	City/State/Zip: 
       New York, New York  10022
	 	Attention: 
      Michael Fein
	 	 
	 	 
	 	 Tel.: 
      212-888-2224
	 	 
	 	 Fax: 
      212-888-0334
	 	 
	 	 E-mail: 
      mfein@ramcapital.com
	 	 
	 	 
	 	 


          

           

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        IN WITNESS WHEREOF, the parties have
executed this Registration Rights Agreement as of the date first written
above.

      

       

      
        
          	 	
                  NAME OF
      INVESTING ENTITY

                   

                  Hudson
      Bay Overseas Fund Ltd.

                   

                  AUTHORIZED
SIGNATORY

                


        

         

                                               

        
          	 	 	 By:	/s/
      Yoav Roth        
	 	 	 Name:	 Yoav
      Roth
	 	 	 Title:	 Principal and
      Portfolio Manager


        

         

         

        
          	 	ADDRESS FOR
      NOTICE
	 	 
	 	c/o Hudson Bay
      Capital LP
	 	Street:  120
      Broadway, 40th Fl
	 	City/State/Zip: 
       New York, New York  10271
	 	Attention: 
      Yoav Roth
	 	 
	 	 Tel: 
      212-571-1244
	 	 
	 	 Fax: 
      212-571-1279
	 	 
	 	 E-mail: 
      investments@hudsonbaycapital.com
	 	 
	 	 
	 	 
	 	 


        

         

         

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        IN WITNESS WHEREOF, the parties have
executed this Registration Rights Agreement as of the date first written
above.

      

       

      
        
          	 	
                  NAME OF
      INVESTING ENTITY

                   

                  Hudson
      Bay Fund LP

                   

                  AUTHORIZED
SIGNATORY

                


        

         

                                               

        
          	 	 	 By:	/s/
      Yoav Roth        
	 	 	 Name:	 Yoav
      Roth
	 	 	 Title:	 Principal and
      Portfolio Manager


        

         

         

        
          	 	ADDRESS FOR
      NOTICE
	 	 
	 	c/o Hudson Bay
      Capital
	 	Street:  120
      Broadway, 40th Floor
	 	City/State/Zip: 
       New York, New York  10271
	 	 Attention: 
      Yoav Roth
	 	 
	 	 Tel.: 
      212-571-1244
	 	 
	 	 Fax.: 
      212-571-1279
	 	 
	 	 E-mail: 
      investments@hudsonbaycapital.com
	 	 
	 	 
	 	 
	 	 


        

         

         

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        IN WITNESS WHEREOF, the parties have
executed this Registration Rights Agreement as of the date first written
above.

      

      
         

        
          
            	 	
                    NAME OF
      INVESTING ENTITY

                     

                    HK
      Partners L.P.

                     

                    AUTHORIZED
SIGNATORY

                  


          

           

                                                 

          
            	 	 	 By:	/s/
      Ronald B. Haave        
	 	 	 Name:	 Ronald B.
      Haave
	 	 	 Title:	 Managing
      Partner


          

           

           

          
            	 	ADDRESS FOR
      NOTICE
	 	 
	 	Street:  148
      Hardesty Rd.
	 	City/State/Zip: 
       Stamford, CT  06903
	 	 
	 	 Tel.: 
      203-322-4504
	 	 
	 	 Fax: 
      203-468-8388
	 	 
	 	 E-mail: 
      ron@haave.com
	 	 


          

           

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          IN WITNESS WHEREOF, the parties have
executed this Registration Rights Agreement as of the date first written
above.

        

         

        
          
            	 	
                    NAME OF
      INVESTING ENTITY

                     

                    Brian W.
      Matthews

                     

                    AUTHORIZED
SIGNATORY

                  


          

           

                                                 

          
            	 	 	 By:	/s/
      Brian W. Matthews        
	 	 	 Name:	 
	 	 	 Title:	 


          

           

           

          
            	 	ADDRESS FOR
      NOTICE
	 	 
	 	Street:
	 	City/State/Zip:
	 	 
	 	 Tel.: 
      
	 	 
	 	 Fax: 
      
	 	 
	 	 E-mail: 
	 	 
	 	 
	 	 
	 	 


          

           

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        IN WITNESS WHEREOF, the parties have
executed this Registration Rights Agreement as of the date first written
above.

      

      
         

        
          
            	 	
                    NAME OF
      INVESTING ENTITY

                     

                    Iroquois
      Master Fund Ltd.

                     

                    AUTHORIZED
SIGNATORY

                  


          

           

                                                 

          
            	 	 	 By:	/s/
      Joshua Silverman        
	 	 	 Name:	 Joshua
      Silverman
	 	 	 Title:	 Authorized
      Signatory


          

           

          
             

            
              	 	ADDRESS FOR
      NOTICE
	 	 
	 	Street:
	 	City/State/Zip:
	 	 
	 	 Tel.: 
      
	 	 
	 	 Fax: 
      
	 	 
	 	 E-mail: 
	 	 
	 	 
	 	 
	 	 


            

             

          

           

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        IN WITNESS WHEREOF, the parties have
executed this Registration Rights Agreement as of the date first written
above.

      

      
         

        
          
            	 	
                    NAME OF
      INVESTING ENTITY

                     

                    Gagnon
      1999 Grandchildren's Trust STS 2/1/99 Maureen Drew TTEE

                     

                    AUTHORIZED
SIGNATORY

                  


          

           

                                                 

          
            	 	 	 By:	/s/
      Maureen Drew        
	 	 	 Name:	 Maureen
      Drew
	 	 	 Title:	Trustee


          

           

           

          
            	 	 
	 	ADDRESS FOR
      NOTICE
	 	 
	 	c/o  Gagnon
      Securities
	 	 
	 	Street:   1370
      6th Avenue 24th
	 	City/State/Zip: New
      York, NY  10019
	 	 
	 	Attention: Susan
      Grant
	 	 
	 	 Tel.:
      212-554-5000
	 	 
	 	 Fax: 
      212-265-6417
	 	 
	 	 Email: 
      susan@gagnonsec.com


          

           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          
            IN WITNESS WHEREOF, the parties have
executed this Registration Rights Agreement as of the date first written
above.

          

          
             

            
              
                	 	
                        NAME OF
      INVESTING ENTITY

                         

                        Lois
      Gagnon

                         

                        AUTHORIZED
SIGNATORY

                      


              

               

                                                     

              
                	 	 	 By:	/s/
      Lois Gagnon        
	 	 	 Name:	 Lois
      Gagnon
	 	 	 Title:	Self


              

               

              
                 

                
                  	 	 
	 	ADDRESS FOR
      NOTICE
	 	 
	 	c/o  Gagnon
      Securities
	 	 
	 	Street:   1370
      6th Avenue 24th
	 	City/State/Zip: New
      York, NY  10019
	 	 
	 	Attention: Susan
      Grant
	 	 
	 	 Tel.:
      212-554-5000
	 	 
	 	 Fax: 
      212-265-6417
	 	 
	 	 Email: 
      susan@gagnonsec.com


                

                 

              

            

          

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          
            IN WITNESS WHEREOF, the parties have
executed this Registration Rights Agreement as of the date first written
above.

          

          
             

            
              
                	 	
                        NAME OF
      INVESTING ENTITY

                         

                        Gagnon
      Investment Associates Master Fund

                         

                        AUTHORIZED
SIGNATORY

                      


              

               

                                                     

              
                	 	 	 By:	/s/
      Neil Gagnon        
	 	 	 Name:	 Neil
      Gagnon
	 	 	 Title:	Managing
      Member


              

               

              
                 

                
                  	 	 
	 	ADDRESS FOR
      NOTICE
	 	 
	 	c/o  Gagnon
      Securities
	 	 
	 	Street:   1370
      Avenue of the Americas
	 	City/State/Zip: New
      York, NY  10019
	 	 
	 	Attention: Susan
      Grant
	 	 
	 	 Tel.:
      212-554-5000
	 	 
	 	 Fax: 
      212-265-6417
	 	 
	 	 Email: 
      susan@gagnonsec.com


                

                 

                 

              

               

            

          

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          
            IN WITNESS WHEREOF, the parties have
executed this Registration Rights Agreement as of the date first written
above.

          

          
            
               

              
                
                  	 	
                          NAME OF
      INVESTING ENTITY

                           

                          Neil
      Gagnon

                           

                          AUTHORIZED
SIGNATORY

                        


                

                 

                                                       

                
                  	 	 	 By:	/s/
      Neil Gagnon        
	 	 	 Name:	 Neil
      Gagnon
	 	 	 Title:	Self


                

                
                   

                   

                  
                    	 	 
	 	ADDRESS FOR
      NOTICE
	 	 
	 	c/o  Gagnon
      Securities
	 	 
	 	Street:   1370
      6th Avenue 24th
	 	City/State/Zip: New
      York, NY  10019
	 	 
	 	Attention: Susan
      Grant
	 	 
	 	 Tel.:
      212-554-5000
	 	 
	 	 Fax: 
      212-265-6417
	 	 
	 	 Email: 
      susan@gagnonsec.com


                  

                   

                   

                

                 

              

            

          

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        IN WITNESS WHEREOF, the parties have
executed this Registration Rights Agreement as of the date first written
above.

      

      
        
           

          
            
              	 	
                      NAME OF
      INVESTING ENTITY

                       

                      The Lois
      & Neil Gagnon Foundation

                       

                      AUTHORIZED
SIGNATORY

                    


            

             

                                                   

            
              	 	 	 By:	/s/
      Neil Gagnon        
	 	 	 Name:	 Neil
      Gagnon
	 	 	 Title:	President


            

            
               

               

              
                	 	 
	 	ADDRESS FOR
      NOTICE
	 	 
	 	c/o  Gagnon
      Securities
	 	 
	 	Street:   1370
      6th Avenue 24th
	 	City/State/Zip: New
      York, NY  10019
	 	 
	 	Attention: Susan
      Grant
	 	 
	 	 Tel.:
      212-554-5000
	 	 
	 	 Fax: 
      212-265-6417
	 	 
	 	 Email: 
      susan@gagnonsec.com


              

               

               

            

             

             

          

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        IN WITNESS WHEREOF, the parties have
executed this Registration Rights Agreement as of the date first written
above.

      

      
        
           

          
            
              	 	
                      NAME OF
      INVESTING ENTITY

                       

                      Gagnon
      Family Partnership

                       

                      AUTHORIZED
SIGNATORY

                    


            

             

                                                   

            
              	 	 	 By:	/s/
      Neil Gagnon        
	 	 	 Name:	 Neil
      Gagnon
	 	 	 Title:	Partner


            

             

            
               

               

              
                	 	 
	 	ADDRESS FOR
      NOTICE
	 	 
	 	c/o  Gagnon
      Securities
	 	 
	 	Street:   1370
      6th Avenue 
	 	City/State/Zip: New
      York, NY  10019
	 	 
	 	Attention: Susan
      Grant
	 	 
	 	 Tel.:
      212-554-5000
	 	 
	 	 Fax: 
      212-265-6417
	 	 
	 	 Email: 
      susan@gagnonsec.com


              

               

               

            

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

          

        

      

      
        
          
            IN WITNESS WHEREOF, the parties have
executed this Registration Rights Agreement as of the date first written
above.

          

           

          
            
              	 	
                      NAME OF
      INVESTING ENTITY

                       

                      Fallen
      Angel Partnership

                       

                      AUTHORIZED
SIGNATORY

                    


            

             

                                                   

            
              	 	 	 By:	/s/
      Neil Gagnon        
	 	 	 Name:	 Neil
      Gagnon
	 	 	 Title:	Partner


            

             

            
               

              
                	 	 
	 	ADDRESS FOR
      NOTICE
	 	 
	 	c/o  Gagnon
      Securities
	 	 
	 	Street:   1370
      6th Avenue 24th Floor
	 	City/State/Zip: New
      York, NY  10019
	 	 
	 	Attention: Susan
      Grant
	 	 
	 	 Tel.:
      212-554-5000
	 	 
	 	 Fax: 
      212-265-6417
	 	 
	 	 Email: 
      susan@gagnonsec.com


              

               

               

            

             

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            
              IN WITNESS WHEREOF, the parties have
executed this Registration Rights Agreement as of the date first written
above.

            

            
              
                 

                
                  
                    	 	
                            NAME OF
      INVESTING ENTITY

                             

                            Darwin
      Partnership

                             

                            AUTHORIZED
SIGNATORY

                          


                  

                   

                                                         

                  
                    	 	 	 By:	/s/
      Neil Gagnon        
	 	 	 Name:	 Neil
      Gagnon
	 	 	 Title:	Managing
      Member


                  

                  
                     

                     

                    
                      	 	 
	 	ADDRESS FOR
      NOTICE
	 	 
	 	c/o  Gagnon
      Securities
	 	 
	 	Street:   1370
      6th Avenue 
	 	City/State/Zip: New
      York, NY  10019
	 	 
	 	Attention: Susan
      Grant
	 	 
	 	 Tel.:
      212-554-5000
	 	 
	 	 Fax: 
      212-265-6417
	 	 
	 	 Email: 
      susan@gagnonsec.com


                    

                     

                     

                  

                   

                   

                

              

            

          

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          
            IN WITNESS WHEREOF, the parties have
executed this Registration Rights Agreement as of the date first written
above.

          

           

          
            
              	 	
                      NAME OF
      INVESTING ENTITY

                       

                      Superius
      Securities MPP

                       

                      AUTHORIZED
SIGNATORY

                    


            

             

                                                   

            
              	 	 	 By:	/s/
      A.C. Hudgins        
	 	 	 Name:	 A.C.
      Hudgins
	 	 	 Title:	 


            

             

             

            
              	 	 
	 	ADDRESS FOR
      NOTICE
	 	 
	 	Street:  94
      Grand Ave
	 	City/State/Zip: 
      Englewood, NJ  07631
	 	 
	 	 Tel.: 
      201-568-8800
	 	 
	 	 Fax: 
      201-568-9392
	 	 
	 	 E-mail: 
      achudgins@gmail.com
	 	 


            

             

             

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            
              IN WITNESS WHEREOF, the parties have
executed this Registration Rights Agreement as of the date first written
above.

            

          

        

      

      
        
           

          
            
              	 	
                      NAME OF
      INVESTING ENTITY

                       

                      Diamond
      Opportunity Fund, LLC

                       

                      AUTHORIZED
SIGNATORY

                    


            

             

                                                   

            
              	 	 	 By:	/s/
      Richard Marks        
	 	 	 Name:	 Richard
      Marks
	 	 	 Title:	 Managing
      Director


            

             

             

            
              	 	ADDRESS FOR
      NOTICE
	 	 
	 	Street:  500
      Skokie Blvd. Suite 300
	 	City/State/Zip: 
      Northbrook, IL  60062
	 	 
	 	 Tel.: 
      847-559-1002
	 	 
	 	 Fax: 
      847-919-4410
	 	 
	 	 E-mail: 
      rmarks@diamondgroup.us.com
	 	 
	 	 


            

             

             

            
            

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

          

        

      

       

      
        
          IN WITNESS WHEREOF, the parties have
executed this Registration Rights Agreement as of the date first written
above.

        

        
          
             

            
              
                	 	
                        NAME OF
      INVESTING ENTITY

                         

                        Jennison
      Health Sciences Fund

                         

                        AUTHORIZED
SIGNATORY

                      


              

               

                                                     

              
                	 	 	 By:	/s/
      David Chan    
	 	 	 Name:	 David
      Chan
	 	 	 Title:	 Managing
      Director of Jennison and Portfolio Manager to the
Fund


              

               

               

              
                	 	ADDRESS FOR
      NOTICE
	 	 
	 	Street: 
    
	 	City/State/Zip: 
      
	 	 
	 	 Tel.: 
      
	 	 
	 	 Fax: 
      
	 	 
	 	 E-mail: 
      
	 	 
	 	 


              

               

               

              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              

               

               

              
                
                  IN WITNESS WHEREOF, the parties have
executed this Registration Rights Agreement as of the date first written
above.

                

                
                  
                     

                    
                      
                        	 	
                                NAME OF
      INVESTING ENTITY

                                 

                                UBS
      O'Connor 

                                 

                                AUTHORIZED
SIGNATORY

                              


                      

                       

                                                             

                      
                        	 	 	 By:	/s/
      Jeffrey F. Putnam
	 	 	 Name:	 Jeffrey F.
      Putnam
	 	 	 Title:	 Executive
      Director


                      

                       

                       

                      
                        	 	ADDRESS FOR
      NOTICE
	 	 
	 	Street: 
    
	 	City/State/Zip: 
      
	 	 
	 	 Tel.: 
      
	 	 
	 	 Fax: 
      
	 	 
	 	 E-mail: 
      
	 	 
	 	 


                      

                       

                    

                  

                

              

            

          

        

      

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
 

    Annex A

     

    PLAN
OF DISTRIBUTION

    


    We are registering the Common Stock
issued to the selling stockholders and issuable upon exercise of warrants issued
to the selling stockholders to permit the resale of these shares of Common Stock
by the holders of the Common Stock from time to time after the date of this
prospectus.  We will not receive any of the proceeds from the sale by
the selling stockholders of the Common Stock.  We will bear all fees
and expenses incident to our obligation to register the Common
Stock.

    


    The
selling stockholders may sell all or a portion of the Common Stock beneficially
owned by them and offered hereby from time to time directly or through one or
more underwriters, broker-dealers or agents.  If the Common Stock is
sold through underwriters or broker-dealers, the selling stockholders will be
responsible for underwriting discounts or commissions or agent's
commissions.  The Common Stock may be sold on any national securities
exchange or quotation service on which the securities may be listed or quoted at
the time of sale, in the over-the-counter market or in transactions otherwise
than on these exchanges or systems or in the over-the-counter market and in one
or more transactions at fixed prices, at prevailing market prices at the time of
the sale, at varying prices determined at the time of sale, or at negotiated
prices. These sales may be effected in transactions, which may involve crosses
or block transactions.  The selling stockholders may use any one or
more of the following methods when selling shares:

     

    
      	
              ·  

            	
              ordinary
      brokerage transactions and transactions in which the broker-dealer
      solicits purchasers;

            


    

     

    
      	
              ·  

            	
              block
      trades in which the broker-dealer will attempt to sell the shares as agent
      but may position and resell a portion of the block as principal to
      facilitate the transaction;

            


    

     

    
      	
              ·  

            	
              purchases
      by a broker-dealer as principal and resale by the broker-dealer for its
      account;

            


    

     

    
      	
              ·  

            	
              an
      exchange distribution in accordance with the rules of the applicable
      exchange;

            


    

     

    
      	
              ·  

            	
              privately
      negotiated transactions;

            


    

     

    
      	
              ·  

            	
              settlement
      of short sales entered into after the effective date of the registration
      statement of which this prospectus is a
part;

            


    

     

    
      	
              ·  

            	
              broker-dealers
      may agree with the selling stockholders to sell a specified number of such
      shares at a stipulated price per
share;

            


    

     

    
      	
              ·  

            	
              through
      the writing or settlement of options or other hedging transactions,
      whether such options are listed on an options exchange or
      otherwise;

            


    

     

    
      	
              ·  

            	
              a
      combination of any such methods of sale;
and

            


    

     

    
      	
              ·  

            	
              any
      other method permitted pursuant to applicable
  law.

            


    

     

    The
selling stockholders also may resell all or a portion of the shares in open
market transactions in reliance upon Rule 144 under the Securities Act, as
permitted by that rule, or Section 4(1) under the Securities Act, if available,
rather than under this prospectus, provided that they meet the criteria and
conform to the requirements of those provisions.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Broker-dealers
engaged by the selling stockholders may arrange for other broker-dealers to
participate in sales. If the selling stockholders effect such transactions by
selling Common Stock to or through underwriters, broker-dealers or agents, such
underwriters, broker-dealers or agents may receive commissions in the form of
discounts, concessions or commissions from the selling stockholders or
commissions from purchasers of the Common Stock for whom they may act as agent
or to whom they may sell as principal. Such commissions will be in amounts to be
negotiated, but, except as set forth in a supplement to this Prospectus, in the
case of an agency transaction will not be in excess of a customary brokerage
commission in compliance with NASD Rule 2440; and in the case of a principal
transaction a markup or markdown in compliance with NASD IM-2440.

     

    In
connection with sales of the Common Stock or otherwise, the selling stockholders
may enter into hedging transactions with broker-dealers or other financial
institutions, which may in turn engage in short sales of the Common Stock in the
course of hedging in positions they assume.  The selling stockholders
may also sell Common Stock short and if such short sale shall take place after
the date that this Registration Statement is declared effective by the
Commission, the selling stockholders may deliver Common Stock covered by this
prospectus to close out short positions and to return borrowed shares in
connection with such short sales.  The selling stockholders may also
loan or pledge Common Stock to broker-dealers that in turn may sell such shares,
to the extent permitted by applicable law. The selling stockholders may also
enter into option or other transactions with broker-dealers or other financial
institutions or the creation of one or more derivative securities which require
the delivery to such broker-dealer or other financial institution of shares
offered by this prospectus, which shares such broker-dealer or other financial
institution may resell pursuant to this prospectus (as supplemented or amended
to reflect such transaction). Notwithstanding the foregoing, the selling
stockholders have been advised that they may not use shares registered on this
registration statement to cover short sales of our Common Stock made prior to
the date the registration statement, of which this prospectus forms a part, has
been declared effective by the SEC.

     

    The
selling stockholders may, from time to time, pledge or grant a security interest
in some or all of the Common Stock owned by them and, if they default in the
performance of their secured obligations, the pledgees or secured parties may
offer and sell the Common Stock from time to time pursuant to this prospectus or
any amendment to this prospectus under Rule 424(b)(3) or other applicable
provision of the Securities Act of 1933, as amended, amending, if necessary, the
list of selling stockholders to include the pledgee, transferee or other
successors in interest as selling stockholders under this
prospectus.  The selling stockholders also may transfer and donate the
Common Stock in other circumstances in which case the transferees, donees,
pledgees or other successors in interest will be the selling beneficial owners
for purposes of this prospectus.

     

    The
selling stockholders and any broker-dealer or agents participating in the
distribution of the Common Stock may be deemed to be “underwriters” within the
meaning of Section 2(11) of the Securities Act in connection with such
sales.  In such event, any commissions paid, or any discounts or
concessions allowed to, any such broker-dealer or agent and any profit on the
resale of the shares purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act. Selling Stockholders who are
"underwriters" within the meaning of Section 2(11) of the Securities Act will be
subject to the applicable prospectus delivery requirements of the Securities Act
and may be subject to certain statutory liabilities of, including but not
limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5
under the Securities Exchange Act of 1934, as amended, or the Exchange
Act.

     

    Each
selling stockholder has informed the Company that it is not a registered
broker-dealer and does not have any written or oral agreement or understanding,
directly or indirectly, with any person to distribute the Common
Stock.  Upon the Company being notified in writing by a selling
stockholder that any material arrangement has been entered into with a
broker-dealer for the sale of Common Stock through a block trade, special
offering, exchange distribution or secondary distribution or a purchase by a
broker or dealer, a supplement to this prospectus will be filed, if required,
pursuant to Rule 424(b) under the Securities Act, 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    disclosing
(i) the name of each such selling stockholder and of the participating
broker-dealer(s), (ii) the number of shares involved, (iii) the price at which
such the Common Stock was sold, (iv) the commissions paid or discounts or
concessions allowed to such broker-dealer(s), where applicable, (v) that such
broker-dealer(s) did not conduct any investigation to verify the information set
out or incorporated by reference in this prospectus, and (vi) other facts
material to the transaction.  In no event shall any broker-dealer
receive fees, commissions and markups, which, in the aggregate, would exceed
eight percent (8%).

     

    Under the
securities laws of some states, the Common Stock may be sold in such states only
through registered or licensed brokers or dealers.  In addition, in
some states the Common Stock may not be sold unless such shares have been
registered or qualified for sale in such state or an exemption from registration
or qualification is available and is complied with.

     

    There can
be no assurance that any selling stockholder will sell any or all of the Common
Stock registered pursuant to the shelf registration statement, of which this
prospectus forms a part.

     

    Each
selling stockholder and any other person participating in such distribution will
be subject to applicable provisions of the Securities Exchange Act of 1934, as
amended, and the rules and regulations thereunder, including, without
limitation, to the extent applicable, Regulation M of the Exchange Act, which
may limit the timing of purchases and sales of any of the Common Stock by the
selling stockholder and any other participating person.  To the extent
applicable, Regulation M may also restrict the ability of any person engaged in
the distribution of the Common Stock to engage in market-making activities with
respect to the Common Stock.  All of the foregoing may affect the
marketability of the Common Stock and the ability of any person or entity to
engage in market-making activities with respect to the Common
Stock.

     

    We will
pay all expenses of the registration of the Common Stock pursuant to the
registration rights agreement, including, without limitation, Securities and
Exchange Commission filing fees and expenses of compliance with state securities
or “blue sky” laws; provided, however, that each selling
stockholder will pay all underwriting discounts and selling commissions, if any
and any related legal expenses incurred by it.  We will indemnify the
selling stockholders against certain liabilities, including some liabilities
under the Securities Act, in accordance with the registration rights agreement,
or the selling stockholders will be entitled to contribution.  We may
be indemnified by the selling stockholders against civil liabilities, including
liabilities under the Securities Act, that may arise from any written
information furnished to us by the selling stockholders specifically for use in
this prospectus, in accordance with the related registration rights agreements,
or we may be entitled to contribution.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Annex B

     

    CYTORI
THERAPEUTICS, INC.

    


    SELLING
STOCKHOLDER NOTICE AND QUESTIONNAIRE

    


    The
undersigned holder of common stock, par value $0.001 per share, of Cytori
Therapeutics, Inc., a Delaware corporation (the “Company”), issued pursuant to
a certain Securities Purchase Agreement by and among the Company and the
Purchasers named therein, dated as of August 7, 2008, understands that the
Company intends to file with the Securities and Exchange Commission a
registration statement on Form S-3 (the “Resale Registration
Statement”) for the registration and the resale under Rule 415 of the
Securities Act of 1933, as amended (the “Securities Act”), of the
Registrable Securities in accordance with the terms of a certain Registration
Rights Agreement by and among the Company and the Purchasers named therein,
dated as of August 7, 2008 (the “Agreement”).  All
capitalized terms not otherwise defined herein shall have the meanings ascribed
thereto in the Agreement.

    


    In order
to sell or otherwise dispose of any Registrable Securities pursuant to the
Resale Registration Statement, a holder of Registrable Securities generally will
be required to be named as a selling stockholder in the related prospectus or a
supplement thereto (as so supplemented, the “Prospectus”), deliver the
Prospectus to purchasers of Registrable Securities (including pursuant to Rule
172 under the Securities Act) and be bound by the provisions of the Agreement
(including certain indemnification provisions, as described
below).  Holders must complete and deliver this Notice and
Questionnaire in order to be named as selling stockholders in the
Prospectus.  Holders
of Registrable Securities who do not complete, execute and return this Notice
and Questionnaire within five (5)Trading Days following the date of the
Agreement (1) will not be named as selling stockholders in the Resale
Registration Statement or the Prospectus and (2) may not use the Prospectus for
resales of Registrable Securities.

    


    Certain
legal consequences arise from being named as a selling stockholder in the Resale
Registration Statement and the Prospectus.  Holders of Registrable
Securities are advised to consult their own securities law counsel regarding the
consequences of being named or not named as a selling stockholder in the Resale
Registration Statement and the Prospectus.

    NOTICE

     

    The
undersigned holder (the “Selling Stockholder”) of
Registrable Securities hereby gives notice to the Company of its intention to
sell or otherwise dispose of Registrable Securities owned by it and listed below
in Item (3), unless otherwise specified in Item (3), pursuant to the Resale
Registration Statement.  The undersigned, by signing and returning
this Notice and Questionnaire, understands and agrees that it will be bound by
the terms and conditions of this Notice and Questionnaire and the
Agreement.

    


    The
undersigned hereby provides the following information to the Company and
represents and warrants that such information is accurate and
complete:

    


    


    
      	
               
      

            	
              QUESTIONNAIRE

            


    

     

    
      	
               
      

            	
               

            	
              1. 
      Name.

            


    

     

    
      	
               
      

            	
              (a)

            	
              Full
      Legal Name of Selling Stockholder:

            


    

     

    
      	              ________________________________________________________________________________________
	 
      


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	
               
      

            	
              (b)

            	
              Full
      Legal Name of Registered Holder (if not the same as (a) above) through
      which Registrable Securities Listed in Item 3 below are
    held:

            


    

     

    
      	              ________________________________________________________________________________________
	 
      


    

    


    
      	
               
      

            	
              (c)

            	
              Full
      Legal Name of Natural Control Person (which means a natural person who
      directly or indirectly alone or with others has power to vote or dispose
      of the securities covered by the
questionnaire):

            


    

     

    
      	            ________________________________________________________________________________________ 
      
	
               
      

               

            


    

    
      	
               
      

            	
              2.  Address
      for Notices to Selling Stockholder:

            


    

     

    
      	              ________________________________________________________________________________________
	              ________________________________________________________________________________________
	              ________________________________________________________________________________________
	
              Telephone:    ________________________________________________________________________________________

            
	
              Fax:    ________________________________________________________________________________________

            
	
              Contact
      Person:    ________________________________________________________________________________________

            
	
              E-mail
      address of Contact
      Person:________________________________________________

            


    

     

    
 

    
      	
               
      

            	
              3.  Beneficial
      Ownership of Registrable Securities Issuable Pursuant to the Purchase
      Agreement:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Type
      and Number of Registrable Securities beneficially owned and issued
      pursuant to the Agreement:

            


    

     

    
      	              ________________________________________________________________________________________
	              ________________________________________________________________________________________
	              ________________________________________________________________________________________
	 
      


    

     

    
      	
               
      

            	
              (b)

            	
              Number
      of shares of Common Stock to be registered pursuant to this Notice for
      resale:

            


    

     

    
      	              ________________________________________________________________________________________
	              ________________________________________________________________________________________
	              ________________________________________________________________________________________
	 
      


    

    


     

    
      	
               
      

            	
              4.  Broker-Dealer
      Status:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Are
      you a broker-dealer?

            


    

     

    Yes                         No   

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
       

      
        	
                 
      

              	
                (b)

              	
                
                  If
      “yes” to Section 4(a), did you receive your Registrable Securities as
      compensation for investment
      banking services to the
Company?

                

              


      

       

      Yes                         No   

    

     

    
      	
              Note:

            	
              If
      no, the Commission’s staff has indicated that you should be identified as
      an underwriter in the Registration
Statement.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Are
      you an affiliate of a
broker-dealer?

            


    

     

    Yes                         No   

     

    
      	
              Note:

            	
              If
      yes, provide a narrative explanation
below:

            


    

     

    
      	               ________________________________________________________________________________________
	               ________________________________________________________________________________________
	               ________________________________________________________________________________________


    

    


     

    
      	
               
      

            	
              (c)

            	
              If
      you are an affiliate of a broker-dealer, do you certify that you bought
      the Registrable Securities in the ordinary course of business, and at the
      time of the purchase of the Registrable Securities to be resold, you had
      no agreements or understandings, directly or indirectly, with any person
      to distribute the Registrable
Securities?

            


    

     

    Yes                         No   

     

    
      	
              Note:

            	
              If
      no, the Commission’s staff has indicated that you should be identified as
      an underwriter in the Registration
Statement.

            


    

     

    
      	
               
      

            	
              5.  Beneficial
      Ownership of Other Securities of the Company Owned by the Selling
      Stockholder.

            


    

     

    Except
as set forth below in this Item 5, the undersigned is not the beneficial or
registered owner of any securities of the Company other than the Registrable
Securities listed above in Item 3.

     

    
      	
               
      

            	
              Type
      and amount of other securities beneficially
  owned:

            


    

     

    
      	
               
      

            	
              _______________________________________________________________________________

            


    

     

    
      	
               
      

            	
              _______________________________________________________________________________

            


    

     

    6.  Relationships
with the Company:

     

    Except
as set forth below, neither the undersigned nor any of its affiliates, officers,
directors or principal equity holders (owners of 5% of more of the equity
securities of the undersigned) has held any position or office or has had any
other material relationship with the Company (or its predecessors or affiliates)
during the past three years.

     

    
      	
               
      

            	
              State
      any exceptions here:

            


    

     

    
      	              ________________________________________________________________________________________
	              ________________________________________________________________________________________
	 
      


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	
               
      

            	
              7.  Plan
      of Distribution:

            


    

     

    The
undersigned has reviewed the form of Plan of Distribution attached as Annex A to
the Registration Rights Agreement, and hereby confirms that, except as set forth
below, the information contained therein regarding the undersigned and its plan
of distribution is correct and complete.

     

    
      	
               
      

            	
              State
      any exceptions here:

            


    

     

    
      	              ________________________________________________________________________________________
	              ________________________________________________________________________________________
	 
      


    

    


     

    
      	
               
      

            	
              ***********

            


    

     

     

    The
undersigned agrees to promptly notify the Company of any inaccuracies or changes
in the information provided herein that may occur subsequent to the date hereof
and prior to the effective date of any applicable Resale Registration Statement.
All notices hereunder and pursuant to the Agreement shall be made in writing, by
hand delivery, confirmed or facsimile transmission, first-class mail or air
courier guaranteeing overnight delivery at the address set forth
below.  In the absence of any such notification, the Company shall be
entitled to continue to rely on the accuracy of the information in this Notice
and Questionnaire.

     

    By
signing below, the undersigned consents to the disclosure of the information
contained herein in its answers to Items (1) through (7) above and the inclusion
of such information in the Resale Registration Statement and the
Prospectus.  The undersigned understands that such information will be
relied upon by the Company in connection with the preparation or amendment of
any such Registration Statement and the Prospectus.

     

    By
signing below, the undersigned acknowledges that it understands its obligation
to comply, and agrees that it will comply, with the provisions of the Exchange
Act and the rules and regulations thereunder, particularly Regulation M in
connection with any offering of Registrable Securities pursuant to the Resale
Registration Statement.  The undersigned also acknowledges that it
understands that the answers to this Questionnaire are furnished for use in
connection with Registration Statements filed pursuant to the Registration
Rights Agreement and any amendments or supplements thereto filed with the
Commission pursuant to the Securities Act.

     

    The
undersigned hereby acknowledges and is advised of the following Interpretation
A.65 of the July 1997 SEC Manual of Publicly Available Telephone Interpretations
regarding short selling:

     

    “An
Issuer filed a Form S-3 registration statement for a secondary offering of
common stock which is not yet effective.  One of the selling
stockholders wanted to do a short sale of common stock “against the box” and
cover the short sale with registered shares after the effective
date.  The issuer was advised that the short sale could not be made
before the registration statement become effective, because the shares
underlying the short sale are deemed to be sold at the time such sale is
made.  There would, therefore, be a violation of Section 5 if the
shares were effectively sold prior to the effective date.”

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    By
returning this Questionnaire, the undersigned will be deemed to be aware of the
foregoing interpretation.

     

    I confirm
that, to the best of my knowledge and belief, the foregoing statements
(including without limitation the answers to this Questionnaire) are
correct.

     

    IN
WITNESS WHEREOF the undersigned, by authority duly given, has caused this
Questionnaire to be executed and delivered either in person or by its duly
authorized agent.

     

    Dated:    _______________________                           Beneficial
Owner:     __________________________________                                                                    

    


    By:  ______________________________________________                                                                       

    Name: 
____________________________________

    Title: 
_____________________________________

    


    PLEASE
FAX A COPY OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE, AND RETURN
THE ORIGINAL BY OVERNIGHT MAIL, TO:

    


    David W.
Stadinski 

    Piper
Jaffray & Co.

    150 East
42nd Street, 35th Fl.

    New York,
NY 10017

    Tel:  212-284-9572

    Fax:  212-658-9604

    Email:  david.w.stadinski@pjc.com