COMMON STOCK

  	
   

  	
  COMMON STOCK

  
	
  PAR VALUE $.001

  	
   

  	
  THIS CERTIFICATE IS TRANSFERABLE IN

  
	
   

  	
   

  	
  NEW YORK, NY OR CHICAGO, IL

  






	
  Certificate

  	
   

  	
  Shares

  
	
  Number

  	
   

  	
  **600620******

  
	
  WWWW 00000600

  	
   

  	
  ***600620*****

  
	
   

  	
   

  	
  ****600620****

  
	
   

  	
  INCORPORATED UNDER THE LAWS OF DELAWARE

  	
  *****600620***

  
	
   

  	
   

  	
  ******600620**

  



 


	
  THIS
  CERTIFIES THAT

  	
  MR. SAMPLE & MRS. SAMPLE &

  MR. SAMPLE & MRS. SAMPLE

  	
   CUSIP 23283K 10 5 SEE REVERSE FOR CERTAIN DEFINITIONS

  
	
  is the owner of

  	
  * * * SIX HUNDRED THOUSAND

  SIX HUNDRED AND TWENTY* * *

  	
   

  



 


FULLY-PAID AND NON-ASSESSABLE SHARES OF THE COMMON
STOCK OF


Cytori
Therapeutics, Inc. (hereinafter called the “Company”),
transferable on the books of the Company in person or by duly authorized
attorney, upon surrender of this Certificate, properly endorsed. This
Certificate and the shares represented hereby, are issued and shall be held
subject to all of the provisions of the Articles of Incorporation, as amended,
and the By-Laws, as amended, of the Company (copies of which are on file with
the Company and with the Transfer Agent), to all of which each holder, by
acceptance hereof assents. This Certificate is not valid unless countersigned
and registered by the Transfer Agent and Registrar.


Witness the
facsimile seal of the Company and the facsimile signatures of its duly
authorized officers.


	
  /s/ MARK H. HEDRICK

  	
   

  	
  DATED <<Month
  Day, Year>>

  
	
  President

  	
  

  	
  

  COUNTERSIGNED AND
  REGISTERED:

  COMPUTERSHARE INVESTOR SERVICES, LLC.

  (CHICAGO)

  TRANSFER AGENT AND REGISTRAR,

  
	
  /s/ [ILLEGIBLE]

  	
   

  	
  By

  	
   

  
	
  Secretary

  	
   

  	
   

  	
  AUTHORIZED
  SIGNATURE

  



 


SECURITY INSTRUCTIONS ON REVERSE











CYTORI THERAPEUTICS


THIS CERTIFICATE EVIDENCES AND ENTITLES THE HOLDER
HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN CYTORI
THERAPEUTICS, INC. AND COMPUTERSHARE TRUST COMPANY, INC., A COLORADO
CORPORATION, AS RIGHTS AGENT, DATED AS OF MAY 29, 2003 (THE “RIGHTS
AGREEMENT”), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND
A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF CYTORI
THERAPEUTICS, INC. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS
AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO
LONGER BE EVIDENCED BY THIS CERTIFICATE. CYTORI THERAPEUTICS, INC. WILL MAIL TO
THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE
AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET
FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS,
WAS OR BECOMES AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE THEREOF (AS
DEFINED IN THE RIGHTS AGREEMENT), AND CERTAIN RELATED PERSONS, WHETHER
CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY
BECOME NULL AND VOID.


	
  The following abbreviations, when used in the
  inscription on the face of this certificate, shall be construed as though
  they were written out in full according to applicable laws or regulations:

  
	
  TEN COM

  	
  - as tenants in common

  	
  UNIF GIFT MIN ACT-

  	
  . . . . . . . . . .Custodian . . . . . .
  . . . . . . . . .

  
	
   

  	
   

  	
   

  	
       (Cust)                                     (Minor)

  
	
  TEN ENT

  	
  - as tenants by the entireties

  	
   

  	
  under Uniform Gifts to Minors Act . . .
  . . . . . . . . . .

  
	
   

  	
   

  	
   

  	
                                                                                (State)

  
	
  JTTEN

  	
  - as joint tenants with right of
  survivorship

  	
  UNIF TRF MIN ACT

  	
  . . . . . . . . . . . . . . .Custodian
  (until age. . .). . . . . . . . . . .

  
	
   

  	
    and not as tenants in common

  	
   

  	
             (Cust)                                                                (Minor)

  
	
   

  	
   

  	
   

  	
  under Uniform Transfers to Minors Act. .
  . . . . . . . .

  
	
   

  	
   

  	
   

  	
                                                                                      (State)

  
	
   

  	
  Additional abbreviations may also be
  used though not in the above list.

  



 


	
  

  	
  PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

  
	
  For value received,                                                         hereby
  sell, assign and transfer unto

  	
   

  
	
   

  
	
  (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE,
  OF ASSIGNEE)

  
	
   

  
	
   

  
	
   

  
	
   

  	
  Shares

  
	
  of the capital stock represented by the within Certificate, and do hereby
  irrevocably constitute and appoint

  	
   

  
	
   

  	
  Attorney

  
	
  to transfer the said stock on the books
  of the within-named Corporation with full power of substitution in the
  premises.

  
	
   

  
	
  Dated:

  	
   

  	
  20

  	
   

  	
   

  	
  Signature(s) Guaranteed: Medallion
  Guarantee Stamp

  
	
  

  

  Signature:

  	
   

  	
   

  	
  THE SIGNATURE(S) SHOULD BE GUARANTEED BY
  AN ELIGIBLE GUARANTOR INSTITUTION (Banks, Stockbrokers, Savings and Loan
  Associations and Credit Unions) WITH MEMBERSHIP IN AN APPROVED SIGNATURE
  GUARANTEE MEDALLION PROGRAM, PURSUANTTO S.E.C. RULE 17Ad-15.

  
	
  Signature: 

  	
   

  	
   

  	
   

  
	
   

  	
  Notice: The signature to this assignment
  must correspond with the name

  as written upon the face of the certificate, in every particular,

  without alteration or enlargement, or any change whatever.