exhibit10321_amendcsaolympus.htm


    Exhibit
10.32.1

    
 

    
      AMENDMENT NO.
1

      TO

      COMMON STOCK PURCHASE
AGREEMENT

      


      This
Amendment No. 1 to Common Stock Purchase Agreement (the “Amendment”) is made as
of August 8, 2008, by and between Cytori Therapeutics, Inc., a Delaware
corporation with its principal executive office located at 3020 Callan Road, San
Diego, CA 92121 (the “Company”), and Olympus Corporation, a Japan corporation
with its principal executive office located at  43-2 Hatagaya
2-chome, Shibuya-ku, Tokyo, Japan (“Purchaser”) (the
Company and Purchaser are referred to collectively as the “Parties”).

      


      WHEREAS,
the Parties entered into that certain Common Stock Purchase Agreement executed
as of August 7, 2008 (the “Agreement”) (capitalized terms used in this Amendment
but not defined herein shall have the meaning assigned to them in the
Agreement); and

      


      WHEREAS,
Section 13 of the Agreement provides that in the event the final terms of the
Offering to third parties were more favorable than the terms offered to Olympus
in the Agreement, that Olympus would be entitled to adjust the terms of the
Agreement to reflect such more favorable terms; and

      


      WHEREAS,
The terms of the Offering were in fact more favorable to the third parties, and
the Parties hereto now agree to amend the terms of the Agreement to match the
more favorable terms provided to such third parties and effectuate the
provisions of Section 13 of the Agreement; and

      


      NOW,
THEREFORE, in consideration of the foregoing premises and the mutual
covenants and conditions set forth below, and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the parties to this
Amendment hereby agree as follows:

      


      1. Amendments.

      


      
        	
                a.  

              	
                Section
      1 (Sale of Stock) of the Agreement shall be deleted in its entirety and
      the following inserted in its
place:

              


      

      


      “1.           Sale of
Stock.  Subject to the
terms and conditions of this Agreement, the Company will issue and sell to
Purchaser, and Purchaser agrees to purchase from the Company 1,000,000
unregistered shares of the Company’s Common Stock (the “Shares”) at a
purchase price of US$6.00 per Share for a total of US $6,000,000 (the “Purchase Price”). The
Purchase Price per share reflects the adjustment to more favorable terms for the
Purchaser in accordance with the terms of Section 13 of this
Agreement.

       

      (i) Warrants. For
each Share purchased above, Olympus shall be issued a five year Warrant to
purchase one half of a Share (a “Warrant Share”) at an
exercise price of $8.50 per Warrant Share, for a aggregate of 500,000 additional
Warrant Shares that may be acquired pursuant to the Warrant. The terms of the
Warrant shall be as contained in the form attached as hereto as Exhibit
A.

       

      2. Effect of
Amendment.  Except as and to the extent expressly modified by
this Amendment, the Agreement shall remain in full force and effect in all
respects.  In the event of a conflict or inconsistency between this
Amendment and the Agreement, the provisions of this Amendment shall
govern.

      


      3. Counterparts.  This
Amendment may be executed in several counterparts, each of which shall
constitute an original and all of which, when taken together, shall constitute
one instrument. Delivery of 

       

       

      
        
          
          

        

        
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        an
executed counterpart of a signature page of this Amendment by facsimile or other
electronic means shall constitute effective delivery.

         

      

      The
parties have executed this Amendment No. 1 to Common Stock Purchase Agreement as
of the date first set forth above.

       

      COMPANY:

       

      CYTORI
THERAPEUTICS, INC.

       

      /s/
Christopher J. Calhoun        

       

      By:
Christopher J. Calhoun

       

      Title:
CEO

       

      Address:

      3020
Callan Road

      San
Diego, CA 92121

       

      Fax:  US
858-458-0994

       

      


       

      PURCHASER:

       

      OLYMPUS
CORPORATION

       

      /s/
Yasunobu Toyoshima        

       

      By:
Yasunobu Toyoshima

      


       

      Title:
General Manager

       

      Address:

      43-2
Hatagaya 2-chome

      Shibuya-ku,
Tokyo

      Japan

      


      Fax:
Japan 03-3340-2062

      



      
        
           


        

        
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      EXHIBIT
A

      


      Warrant


      
        
           


        

        
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