Exhibit
10.61




NEITHER
THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.  SUBJECT TO
SECTION 6 BELOW, NO SALE OR DISPOSITION MAY BE EFFECTED EXCEPT IN COMPLIANCE
WITH RULE 144 UNDER SAID ACT OR WITHOUT AN EFFECTIVE REGISTRATION STATEMENT
RELATED THERETO OR AN OPINION OF COUNSEL FOR HOLDER, SATISFACTORY TO COMPANY,
THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR RECEIPT OF A NO-ACTION
LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION.
  
  WARRANT
TO PURCHASE 89,074 SHARES OF COMMON STOCK
    Warrant No.
      CSW-08-022
              October 14,
      2008
    THIS CERTIFIES THAT, for value
received, GE Capital Equity Investments, Inc. (“Holder”) is entitled
to subscribe for and purchase Eighty-Nine Thousand Seventy Four (89,074) shares
of fully paid and nonassessable Common Stock of Cytori Therapeutics Inc., a
Delaware corporation (the “Company”), at the
Warrant Price (as hereinafter defined), subject to the provisions and upon the
terms and conditions hereinafter set forth.  As used herein, the term
“Common Stock” shall mean Company’s presently authorized common stock, $0.001
par value per share, and any stock into which such common stock may hereafter be
converted or exchanged and the term “Warrant Shares” shall mean the shares of
Common Stock which Holder may acquire pursuant to this Warrant and any other
shares of stock into which such shares of Common Stock may hereafter be
converted or exchanged.
   1.           Warrant
Price.  The “Warrant Price” shall initially be Four and 21
dollars ($4.21) per share, subject to adjustment as provided in Section 7
below.
  2.           Conditions to
Exercise.  The purchase right represented by this Warrant may
be exercised at any time, or from time to time, in whole or in part during the
term commencing on the date hereof and ending at 5:00 P.M. Pacific time on
the tenth anniversary of the date of this Warrant (the “Expiration
Date”).
  3.           Method of Exercise or
Conversion; Payment; Issuance of Shares; Issuance of New
Warrant.
  (a)           Cash
Exercise.  Subject to Section 2 hereof, the purchase right
represented by this Warrant may be exercised by Holder hereof, in whole or in
part, by the surrender of the original of this Warrant (together with a duly
executed Notice of Exercise in substantially the form attached hereto) at the
principal office of Company (as set forth in Section 19 below) and by
payment to Company, by certified or bank check, or wire transfer of immediately
available funds, of an amount equal to the then applicable Warrant Price per
share multiplied by the number of Warrant Shares then being
purchased.  In the event of any exercise of the rights represented by
this Warrant, certificates for the shares of stock so purchased shall be in the
name of, and delivered to, Holder hereof, or as such
  
  Holder
may direct (subject to the terms of transfer contained herein and upon payment
by such Holder hereof of any applicable transfer taxes).  Such
delivery shall be made within 30 days after exercise of this Warrant and at
Company’s expense and, unless this Warrant has been fully exercised or expired,
a new Warrant having terms and conditions substantially identical to this
Warrant and representing the portion of the Warrant Shares, if any, with respect
to which this Warrant shall not have been exercised, shall also be issued to
Holder hereof within 30 days after exercise of this Warrant.
  (b)           Conversion.   In
lieu of exercising this Warrant as specified in Section 3(a), Holder may from
time to time convert this Warrant, in whole or in part, into Warrant
Shares  by surrender of the original of this Warrant (together with a
duly executed Notice of Exercise in substantially the form attached hereto) at
the principal office of Company, in which event Company shall issue to Holder
the number of Warrant Shares computed using the following formula:
  X = Y (A-B)
 A
  Where:
  X = the
number of Warrant Shares to be issued to Holder.
  Y = the
number of Warrant Shares purchasable under this Warrant (at the date of such
calculation).
  A = the
Fair Market Value of one share of Company’s Common Stock (at the date of such
calculation).
  B =
Warrant Price (as adjusted to the date of such calculation).
  (c)           Fair Market
Value.  For purposes of this Section 3, Fair Market Value
of one share of Company’s Common Stock shall mean:
  (i)           The
average of the closing bid and asked prices of Common Stock quoted in the
Over-The-Counter Market Summary, the last reported sale price quoted on the
Nasdaq Stock Market or on any other exchange on which the Common Stock is
listed, whichever is applicable, as published in the Western Edition of the
Wall Street
Journal for the ten (10) trading days prior to the date of
determination of Fair Market Value; or
  (ii)           In
the event of an exercise in connection with a merger, acquisition or other
consolidation in which Company is not the surviving entity, the per share Fair
Market Value for the Common Stock shall be the value to be received per share of
Common Stock by all holders of the Common Stock in such transaction as
determined by the Board of Directors; or
  (iii)           In
any other instance, the per share Fair Market Value for the Common Stock shall
be as determined in the reasonable good faith judgment of Company’s Board of
Directors.
  In the
event of 3(c)(ii) or 3(c)(iii), above, Company’s Board of Directors shall
prepare a certificate, to be signed by an authorized officer of Company, setting
forth in reasonable detail the basis for and method of determination of the per
share Fair Market Value of the Common Stock.  The Board of Directors
will also certify to Holder that this per share Fair Market Value will be
applicable to all holders of Company’s Common Stock.  Such
certification must be made to Holder at least ten (10) business days
prior to the proposed effective date of the merger, consolidation, sale, or
other
  2
  triggering
event as defined in 3(c)(ii) or 3(c)(iii).
  (d)           Automatic
Exercise.  To the extent this Warrant is not previously
exercised, it shall be deemed to have been automatically converted in accordance
with Sections 3(b) and 3(c) hereof (even if not surrendered) as of
immediately before its expiration, involuntary termination or cancellation if
the then-Fair Market Value of a Warrant Share exceeds the then-Warrant Price,
unless Holder notifies Company in writing to the contrary prior to such
automatic exercise.
  (e)           Treatment of Warrant Upon
Acquisition of Company.
  (i)           Certain
Definitions.  For the purpose of this Warrant, "Acquisition"
means any sale, exclusive license, or other disposition of all or substantially
all of the assets of Company, or any reorganization, consolidation, or merger of
Company, or sale of outstanding Company securities by holders thereof, where the
holders of Company's securities before the transaction beneficially own less
than a majority of the outstanding voting securities of the successor or
surviving entity after the transaction.  For purposes of this Section
3(e), “Affiliate” shall mean any person or entity that owns or controls directly
or indirectly ten percent (10%) or more of the voting capital stock of Company,
any person or entity that controls or is controlled by or is under common
control with such persons or entities, and each of such person’s or entity’s
officers, directors, joint venturers or partners, as applicable.
  (ii)           Cash
Acquisition.  In the event of an Acquisition in which the sole
consideration is cash, Holder may either (a)  exercise its conversion or
purchase right under this Warrant and such exercise will be deemed effective
immediately prior to the consummation of such Acquisition or (b) permit the
Warrant to expire automatically upon the consummation of such
Acquisition.  Company shall provide Holder with written notice of any
proposed Acquisition together with such reasonable information as Holder may
request in connection with such contemplated Acquisition giving rise to such
notice, which is to be delivered to Holder not less than ten (10) business days
prior to the closing of the proposed Acquisition.
  (iii)           Asset
Sale.  In the event of an Acquisition that is an arms length
sale of all or substantially all of Company’s assets (and only its assets) to a
third party that is not an Affiliate of Company (a “True Asset Sale”),
Holder may either (a) exercise its conversion or purchase right under this
Warrant and such exercise will be deemed effective immediately prior to the
consummation of such Acquisition or (b) permit the Warrant to continue
until the Expiration Date if Company continues as a going concern following the
closing of any such True Asset Sale.  Company shall provide Holder
with written notice of any proposed asset sale together with such
reasonable information as Holder may request in connection with such asset sale
giving rise to such notice, which is to be delivered to Holder not less than ten
(10) business days prior to the closing of the proposed asset sale.
  (iv)           Assumption of
Warrant.  Upon the closing of any Acquisition other than those
particularly described in subsections (ii) and (iii) above, the
successor entity shall assume the obligations of this Warrant, and this Warrant
shall be exercisable for the same securities, cash, and property as would be
payable for the Warrant Shares issuable upon exercise of the unexercised portion
of this Warrant as if such Warrant Shares were outstanding on the record date
for the Acquisition and subsequent closing.  The Warrant Price and/or
number of Warrant Shares shall be adjusted accordingly.
  (v)           Early Termination of Warrant
in Certain Other Circumstances.  Notwithstanding the
  3
  foregoing
provisions of Section 3(e)(iv), but subject to the terms of Section 3(d), in the
event that the acquiror in an Acquisition does not agree to assume this Warrant
at and as of the closing of such Acquisition, this Warrant, to the extent not
exercised or converted on or prior to such closing, shall terminate and be of no
further force or effect as of immediately following the closing of such
Acquisition if all of the following conditions are met: (A) the acquiror is
subject to the reporting requirements of Section 13 or Section 15(d) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), (B)
the class of stock or other security of the acquiror that would be received by
Holder in connection with such Acquisition were Holder to exercise or convert
this Warrant on or prior to the closing thereof is listed for trading on a
national securities exchange or approved for quotation on an automated
inter-dealer quotation system, and (C) the value (determined as of the
closing of such Acquisition in accordance with the definitive agreements
therefor) of the acquiror stock and/or other securities that would be received
by Holder in respect of each Warrant Share were Holder to exercise or convert
this Warrant on or prior to the closing of such Acquisition is equal to or
greater than three (3) times the then-effective Warrant Price.
  4.           Representations and
Warranties of Holder and Company.
  (a)           Representations and
Warranties by Holder.  Holder represents and warrants to
Company as follows:
  (i)           Evaluation.  Holder
has substantial experience in evaluating and investing in private placement
transactions of securities of companies similar to Company so that Holder is
capable of evaluating the merits and risks of its investment in Company and has
the capacity to protect its interests.
  (ii)           Resale.  Except
for transfers to an affiliate of Holder, Holder is acquiring this Warrant and
the Warrant Shares issuable upon exercise of this Warrant (collectively the
“Securities”)
for investment for its own account and not with a view to, or for resale in
connection with, any distribution thereof.  Holder does not presently
have any agreement, plan or understanding, directly or indirectly, with any
person to distribute or effect the distribution of any of the Securities to or
through any person.  Holder understands that the Securities have not
been registered under the Securities Act of 1933, as amended (the “Act”) by reason of a
specific exemption from the registration provisions of the Act which depends
upon, among other things, the bona fide nature of the investment intent as
expressed herein.
  (iii)           Rule
144.  Holder acknowledges that the Securities must be held
indefinitely unless subsequently registered under the Act or an exemption from
such registration is available.  Holder is aware of the provisions of
Rule 144 promulgated under the Act.
  (iv)           Accredited
Investor.  Holder is an “accredited investor” within the
meaning of Regulation D promulgated under the Act.
  (v)           Opportunity To
Discuss.  Holder has had an opportunity to discuss Company’s
business, management and financial affairs with its management and an
opportunity to review Company’s facilities.  Holder understands that
such discussions, as well as the written information issued by Company, were
intended to describe the aspects of Company’s business and prospects which
Company believes to be material but were not necessarily a thorough or
exhaustive description.
  (b)           Representations and
Warranties by Company.   Company hereby represents and
warrants to
  4
  Holder
that the statements in the following paragraphs of this Section 4(b) are true
and correct as of the date hereof.
  (i)           Corporate Organization and
Authority.  Company (a) is a corporation duly organized,
validly existing, and in good standing in its jurisdiction of incorporation; (b)
has the corporate power and authority to own and operate its properties and to
carry on its business as now conducted and as currently proposed to be
conducted; and (c) is qualified as a foreign corporation in all jurisdictions
where such qualification is required.
  (ii)           Corporate
Power.  Company has all requisite corporate power and authority
to execute, issue and deliver this Warrant, to issue the Warrant Shares issuable
upon exercise or conversion of this Warrant, and to carry out and perform its
obligations under this Warrant and any related agreements.
  (iii)           Authorization;
Enforceability.  All corporate action on the part of Company,
its officers, directors and shareholders necessary for the authorization,
execution, delivery and performance of its obligations under this Warrant and
for the authorization, issuance and delivery of this Warrant and the Warrant
Shares issuable upon exercise of this Warrant has been taken and this Warrant
constitutes the legally binding and valid obligation of Company enforceable in
accordance with its terms.
  (iv)           Valid Issuance of Warrant
and Warrant Shares.  This Warrant has been validly issued and
is free of restrictions on transfer other than restrictions on transfer set
forth herein and under applicable state and federal securities laws. The Warrant
Shares issuable upon conversion of this Warrant, when issued, sold and delivered
in accordance with the terms of this Warrant for the consideration expressed
herein, will be duly and validly issued, fully paid and nonassessable, and will
be free of restrictions on transfer other than restrictions on transfer under
this Warrant and under applicable state and federal securities
laws.  Subject to applicable restrictions on transfer, the issuance
and delivery of this Warrant and the Warrant Shares issuable upon exercise or
conversion of this Warrant are not subject to any preemptive or other similar
rights or any liens or encumbrances except as specifically set forth in
Company’s Certificate of Incorporation or this Warrant.  Assuming the
truth and accuracy of Holder’s representations and warranties set forth in
Section 4(a), no registration under the Act is required for the offer and sale
of this Warrant or the issuance of the Warrant Shares, pursuant to the terms of
this Warrant and neither Company nor any authorized agent acting on its behalf
has or will take any action hereafter that would cause the loss of such
exemption.
  (v)           No
Conflict.  The execution, delivery, and performance of this
Warrant will not result in (a) any violation of, be in conflict with, or
constitute a default under, with or without the passage of time or the giving of
notice (1) any provision of Company’s Certificate of Incorporation or by-laws;
(2) any provision of any judgment, decree, or order to which Company is a party,
by which it is bound, or to which any of its material assets are subject; (3)
any contract, obligation, or commitment to which Company is a party or by which
it is bound; or (4) any statute, rule, or governmental regulation applicable to
Company, or (b) the creation of any lien, charge or encumbrance upon any assets
of Company.
  5
  (vi)           Reports. Company has
previously furnished or made available to Holder complete and accurate copies,
as amended or supplemented, of its (a) Annual Report on Form 10-K for
the fiscal year ended December 31, 2007, as filed with the Securities and
Exchange Commission (the “SEC”), and
(b) all other reports filed by Company under Section 13 or
subsections (a) or (c) of Section 14 of the Securities Exchange Act of 1934
(as amended, the “Exchange
Act”) with the SEC since December 31, 2007 (such reports are
collectively referred to herein as the “Company
Reports”).  The Company Reports constitute all of the
documents required to be filed by Company under Section 13 or subsections
(a) or (c) of Section 14 of the Exchange Act with the SEC from December
31, 2007 through the date of this Warrant.  The Company
Reports complied in all material respects with the requirements of the Exchange
Act and the rules and regulations thereunder when filed.  As of their
respective dates of filing with the SEC, the Company Reports did not
contain any 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
light of the circumstances under which they were made, not
misleading.
  5.           Legends.
  (a)           Legend.  Each
certificate representing the Warrant Shares shall be endorsed with substantially
the following legend:
  THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT
BE TRANSFERRED (UNLESS SUCH TRANSFER IS TO AN AFFILIATE OF HOLDER) UNLESS
COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT, A “NO ACTION”
LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION WITH RESPECT TO SUCH
TRANSFER, A TRANSFER MEETING THE REQUIREMENTS OF RULE 144 OF THE SECURITIES
AND EXCHANGE COMMISSION, OR (IF REASONABLY REQUIRED BY COMPANY) AN OPINION OF
COUNSEL SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY SUCH TRANSFER IS
EXEMPT FROM SUCH REGISTRATION.
  Company
need not enter into its stock records a transfer of Warrant Shares unless the
conditions specified in the foregoing legend are satisfied.  Company
may also instruct its transfer agent not to allow the transfer of any of the
Warrant Shares unless the conditions specified in the foregoing legend are
satisfied.
  (b)           Removal of Legend and
Transfer Restrictions.  The legend relating to the Act endorsed
on a certificate pursuant to paragraph 5(a) of this Warrant shall be removed and
Company shall issue a certificate without such legend to Holder if (i) the
Securities are registered under the Act and a prospectus meeting the
requirements of Section 10 of the Act is available or (ii) Holder provides
to Company an opinion of counsel for Holder reasonably satisfactory to Company,
a no-action letter or interpretive opinion of the staff of the SEC reasonably
satisfactory to Company, or other evidence reasonably satisfactory to Company,
to the effect that public sale, transfer or assignment of the Securities may be
made without registration and without compliance with any restriction such as
Rule 144.
  6.           Condition of Transfer or
Exercise of Warrant.  It shall be a condition to any transfer
or exercise of this Warrant that at the time of such transfer or exercise,
Holder shall provide Company with a representation
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  in
writing that Holder or transferee is acquiring this Warrant and the shares of
Common Stock to be issued upon exercise for investment purposes only and not
with a view to any sale or distribution, or will provide Company with a
statement of pertinent facts covering any proposed distribution.  As a
further condition to any transfer of this Warrant or any or all of the shares of
Common Stock issuable upon exercise of this Warrant, other than a transfer
registered under the Act, Company may request a legal opinion, in form and
substance satisfactory to Company and its counsel, reciting the pertinent
circumstances surrounding the proposed transfer and stating that such transfer
is exempt from the registration and prospectus delivery requirements of the
Act.  Company shall not require Holder to provide an opinion of
counsel if the transfer is to an affiliate of Holder, provided that any such
transferee is an “accredited investor” within the meaning of Regulation D under
the Act.  As further condition to each transfer, at the request of
Company, Holder shall surrender this Warrant to Company and the transferee shall
receive and accept a Warrant, of like tenor and date, executed by
Company.
  7.           Adjustment for Certain
Events. The number and kind of securities purchasable upon the exercise
of this Warrant and the Warrant Price shall be subject to adjustment from time
to time upon the occurrence of certain events, as follows:
  (a)           Reclassification or
Merger.  In case of (i) any reclassification or change of
securities of the class issuable upon exercise of this Warrant (other than a
change in par value, or from par value to no par value, or from no par value to
par value, or as a result of a subdivision or combination), (ii) any merger of
Company with or into another corporation (other than a merger with another
corporation in which Company is the acquiring and the surviving corporation and
which does not result in any reclassification or change of outstanding
securities issuable upon exercise of this Warrant), or (iii) any sale of
all or substantially all of the assets of Company, subject to the provisions of
Section 3(e) hereof, Company, or such successor or purchasing corporation, as
the case may be, shall duly execute and deliver to Holder a new Warrant (in form
and substance satisfactory to Holder of this Warrant), or Company shall make
appropriate provision without the issuance of a new Warrant, so that Holder
shall have the right to receive, at a total purchase price not to exceed that
payable upon the exercise of the unexercised portion of this Warrant, and in
lieu of the Warrant Shares theretofore issuable upon exercise or conversion of
this Warrant, the kind and amount of shares of stock, other securities, money
and property receivable upon such reclassification, change, merger or sale by a
holder of the number of shares of Common Stock then purchasable under this
Warrant, or in the case of such a merger or sale in which the consideration paid
consists all or in part of assets other than securities of the successor or
purchasing corporation, at the option of Holder, the securities of the successor
or purchasing corporation having a value at the time of the transaction
equivalent to the value of the Warrant Shares purchasable upon exercise of this
Warrant at the time of the transaction.  Any new Warrant shall provide
for adjustments that shall be as nearly equivalent as may be practicable to the
adjustments provided for in this Section 7.  The provisions of
this subparagraph (a) shall similarly apply to successive reclassifications,
changes, mergers and transfers.
  (b)           Subdivision or Combination
of Shares.  If Company at any time while this Warrant remains
outstanding and unexpired shall subdivide or combine its outstanding shares of
Common Stock, the Warrant Price shall be proportionately decreased and the
number of Warrant Shares issuable hereunder shall be proportionately increased
in the case of a subdivision and the Warrant Price shall be proportionately
increased and the number of Warrant Shares issuable hereunder shall be
proportionately decreased in the case of a combination.
  (c)           Stock Dividends and Other
Distributions.  If Company at any time while this Warrant is
outstanding and unexpired shall (i) pay a dividend with respect to Common
Stock payable in
  7
  Common
Stock, then the Warrant Price shall be adjusted, from and after the date of
determination of shareholders entitled to receive such dividend or distribution,
to that price determined by multiplying the Warrant Price in effect immediately
prior to such date of determination by a fraction (A) the numerator of
which shall be the total number of shares of Common Stock outstanding
immediately prior to such dividend or distribution, and (B) the denominator
of which shall be the total number of shares of Common Stock outstanding
immediately after such dividend or distribution; or (ii) make any other
distribution with respect to Common Stock (except any distribution specifically
provided for in Sections 7(a) and 7(b)), then, in each such case, provision
shall be made by Company such that Holder shall receive upon exercise of this
Warrant a proportionate share of any such dividend or distribution as though it
were Holder of the Warrant Shares as of the record date fixed for the
determination of the shareholders of Company entitled to receive such dividend
or distribution.
  (d)           Adjustment of Number of
Shares.  Upon each adjustment in the Warrant Price pursuant to
clause (i) of Section 7(c), the number of Warrant Shares purchasable hereunder
shall be adjusted, to the nearest whole share, to the product obtained by
multiplying the number of Warrant Shares purchasable immediately prior to such
adjustment in the Warrant Price by a fraction, the numerator of which shall be
the Warrant Price immediately prior to such adjustment and the denominator of
which shall be the Warrant Price immediately thereafter.
  8.           Notice of
Adjustments.  Whenever any Warrant Price or the kind or number
of securities issuable under this Warrant shall be adjusted pursuant to Section
7 hereof, Company shall prepare a certificate signed by an officer of Company
setting forth, in reasonable detail, the event requiring the adjustment, the
amount of the adjustment, the method by which such adjustment was calculated,
and the Warrant Price and number or kind of shares issuable upon exercise of
this Warrant after giving effect to such adjustment, and shall cause copies of
such certificate to be mailed (by certified or registered mail, return receipt
required, postage prepaid) within thirty (30) days of such adjustment
to Holder as set forth in Section 19 hereof.
  9.           Financial and Other
Reports.  If at any time prior to the earlier of the Expiration
Date and the complete exercise of this Warrant, Company is no longer subject to
the reporting requirements of Section 13 or Section 15(d) of the Exchange Act,
Company shall furnish to Holder (a) quarterly unaudited consolidated and, if
available, consolidating balance sheets, statements of operations and cash flow
statements within 45 days of each fiscal quarter end, in a form acceptable to
Holder and certified by Company’s president or chief financial officer, and (b)
annual audited consolidated and, if available, consolidating balance sheets,
statements of operations and cash flow statements certified by an independent
certified public accountant selected by Company and reasonably satisfactory to
Holder within 120 days of the fiscal year end or, if sooner, promptly after such
time as Company’s Board of Directors receives the audit; provided, however, that
Holder execute and deliver to Company a nondisclosure agreement in a form
reasonably acceptable to Company prior to receipt of any such
reports.
 
 10.           Transferability of
Warrant.  This Warrant is transferable on the books of Company
at its principal office by the registered Holder hereof upon surrender of this
Warrant properly endorsed, subject to compliance with Section 6 and
applicable federal and state securities laws.  Company shall issue and
deliver to the transferee a new Warrant representing the Warrant so
transferred.  Upon any partial transfer, Company will issue and
deliver to Holder a new Warrant with respect to the portion of the Warrant not
so transferred.  Holder shall not have any right to transfer any
portion of this Warrant to any direct competitor of Company.
  11.           Reserved.
  8
  12.           No Fractional
Shares.  No fractional share of Common Stock will be issued in
connection with any exercise or conversion hereunder, but in lieu of such
fractional share Company shall make a cash payment therefor upon the basis of
the Warrant Price then in effect.
  13.           Charges, Taxes and
Expenses.  Issuance of certificates for shares of Common Stock
upon the exercise or conversion of this Warrant shall be made without charge to
Holder for any United States or state of the United States documentary stamp tax
or other incidental expense with respect to the issuance of such certificate,
all of which taxes and expenses shall be paid by Company, and such certificates
shall be issued in the name of Holder.
  14.           No Shareholder Rights Until
Exercise.  Except as expressly provided herein, this Warrant
does not entitle Holder to any voting rights or other rights as a shareholder of
Company prior to the exercise hereof.
  15.           Registry of
Warrant.  Company shall maintain a registry showing the name
and address of the registered Holder of this Warrant.  This Warrant
may be surrendered for exchange or exercise, in accordance with its terms, at
such office or agency of Company, and Company and Holder shall be entitled to
rely in all respects, prior to written notice to the contrary, upon such
registry.
  16.           Loss, Theft, Destruction or
Mutilation of Warrant.  Upon receipt by Company of evidence
reasonably satisfactory to it of the loss, theft, destruction or mutilation of
this Warrant, and, in the case of loss, theft, or destruction, on delivery of an
indemnity reasonably satisfactory to Company in form and amount, and, if
mutilated, upon surrender and cancellation of this Warrant, Company will execute
and deliver a new Warrant, having terms and conditions substantially identical
to this Warrant, in lieu hereof.
  17.           Miscellaneous.
  (a) Issue
Date.  The provisions of this Warrant shall be construed and
shall be given effect in all respect as if it had been issued and delivered by
Company on the date hereof.
  (b) Successors.  This
Warrant shall be binding upon any successors or assigns of Company.
  (c) Headings.  The
headings used in this Warrant are used for convenience only and are not to be
considered in construing or interpreting this Warrant.
  (d) Saturdays,
Sundays, Holidays.  If the last or appointed day for the taking
of any action or the expiration of any right required or granted herein shall be
a Saturday or a Sunday or shall be a legal holiday in the State of New York,
then such action may be taken or such right may be exercised on the next
succeeding day not a legal holiday.
  (e) Attorney’s
Fees.   In the event of any dispute between the parties
concerning the terms and provisions of this Warrant, the party prevailing in
such dispute shall be entitled to collect from the other party all costs
incurred in such dispute, including reasonable attorney’s fees.
  18.           No
Impairment.  Company will not, by amendment of its Certificate
of Incorporation or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms of this Warrant, but will at all
times in good faith assist in the carrying out of all such terms and in the
taking of all such action as may be necessary or appropriate in order to protect
the rights of Holder hereof against impairment;
  9
  provided,
however, that notwithstanding the foregoing, nothing in this Warrant shall
restrict or impair Company’s right to effect changes to the rights, preferences,
and privileges associated with the Warrant Shares with the requisite consent of
the stockholders as may be required to amend its Certificate of Incorporation
from time to time so long as such amendment affects the rights, preferences, and
privileges granted to Holder associated with the Warrant Shares in the same
manner as the other holders of outstanding shares of the same
class.
  19.           Addresses.  Any
notice required or permitted hereunder shall be in writing and shall be mailed
by overnight courier, registered or certified mail, return receipt requested,
and postage prepaid, or otherwise delivered by hand or by messenger, addressed
as set forth below, or at such other address as Company or Holder hereof shall
have furnished to the other party in accordance with the delivery instructions
set forth in this Section 19.
  If
      to Company:
              Cytori
      Therapeutics Inc. 3020
      Callan Road
 San
      Diego, California 92121Phone:
      (858) 458-0900Facsimile:
      (858) 450-4335Attn:
      Chief Financial
Officer
  With
      a copy to:
              Cytori
      Therapeutics Inc.
 3020
      Callan Road
 San
      Diego, California 92121Phone:
      (858) 458-0900Facsimile:
      (858) 450-4335Attn:
      In-House Counsel
  If
      to Holder:
                GE
      Capital Equity Investments, Inc.201
      Merritt 7, 1stFloorP.O. Box 5201Norwalk,
      Connecticut 06851Facsimile:
      (203) 205-2192Attn:
      General Counsel
 With
      copies to:
              General
      Electric Capital Corporation
 c/o
      GE Healthcare Financial Services,
Inc.
 83
      Wooster Heights Road, Fifth FloorDanbury,
      Connecticut 06810Facsimile:
      (203) 205-2192Attn:Senior
      Managing Director andSenior
      Vice President of Risk
  If mailed
by registered or certified mail, return receipt requested, and postage prepaid,
notice shall be deemed to be given five (5) days after being sent, and if sent
by overnight courier, by hand or by messenger, notice shall be deemed to be
given when delivered (if on a business day, and if not, on the next business
day), and if sent by facsimile transmission to the facsimile number provided in
this Section 19, on the date of transmission, provided that the sender receives
a machine-generated confirmation of successful transmission completed before
5:00 p.m. Pacific time (if on a business day, and if not, on the next business
day).
  10
  20.           Notice of Certain
Events.  If the Company proposes at any time (a) to declare any
dividend or distribution upon any of its stock, whether in cash, property,
stock, or other securities and whether or not a regular cash dividend; (b) to
offer for sale any shares of the Company's capital stock (or other securities
convertible into such capital stock), other than (i) pursuant to the Company's
stock option or other compensatory plans, (ii) in connection with commercial
credit arrangements or equipment financings, (iii) in connection with strategic
transactions for purposes other than capital raising, or (iv) the issuance of
any shares of the Company’s capital stock upon the exercise of any warrants
outstanding as of the date hereof; (c) to effect any reclassification or
recapitalization of any of its stock;  or (d) to merge or consolidate
with or into any other corporation, or sell, lease, license, or convey all or
substantially all of its assets, or to liquidate, dissolve or wind up, then, in
connection with each such event, the Company shall give Holder: (1) at least 10
days prior written notice of the date on which a record will be taken for such
dividend, distribution, or subscription rights (and specifying the date on which
the holders of common stock will be entitled thereto) or for determining rights
to vote, if any, in respect of the matters referred to in (a) and (b) above; and
(2) in the case of the matters referred to in (c) and (d) above at least 10 days
prior written notice of the date when the same will take place (and specifying
the date on which the holders of common stock will be entitled to exchange their
common stock for securities or other property deliverable upon the occurrence of
such event).   Company will also provide information requested by
Holder reasonably necessary to enable Holder to comply with Holder’s accounting
or reporting requirements; provided, however, that Holder execute and deliver to
Company a nondisclosure agreement in a form reasonably acceptable to Company
prior to receipt of any such information.
  21.           WAIVER OF JURY
TRIAL.  EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN
RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN
CONNECTION WITH THIS WARRANT OR THE WARRANT SHARES.
  22.           GOVERNING
LAW.  THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
  
  [Remainder
of page intentionally blank; signature page follows]
  
   11
  IN
WITNESS WHEREOF, Companyhas caused this Warrant
to be executed by its officer thereunto duly authorized.
  CYTORI
THERAPEUTICS INC.
 
 
 By:/s/ Mark E. Saad
 Name:  Mark
E. Saad
 Title:  Chief
Financial Officer
 
  Dated as
of October 14, 2008.
  
 ACCEPTED
AND AGREED TO:
 
 GE
CAPITAL EQUITY INVESTMENTS, INC.
 
 
 By:/s/ Peter Gibson
 Name:  Peter
Gibson
 Title:  Duly
Authorized Signatory
 
  Dated as
of October 14, 2008.
    
   NOTICE OF
EXERCISE
  To:
 
 Cytori
Therapeutics Inc.
 3020
Callan Road
 San
Diego, California 92121
 Phone:
(858) 458-0900
 Facsimile:
(858) 450-4335
 Attn:
Chief Financial Officer
  1.
              The
      undersigned Warrantholder (“Holder”) elects to acquire shares of the
      Common Stock (the “Common Stock”) of Cytori Therapeutics Inc. (the
      “Company”), pursuant to the terms of the Stock Purchase Warrant dated
      October 14, 2008 (the “Warrant”).
  2.
              Holder
      exercises its rights under the Warrant as set forth below (check
      one):
  (           )
              Holder
      elects to purchase _____________ shares of Common Stock as provided in
      Section 3(a) and tenders herewith a check in the amount of
      $___________ as payment of the purchase
price.
  (           )
              Holder
      elects to convert the purchase rights into shares of Common Stock as
      provided in Section 3(b) of the
Warrant.
  3.
              Holder
      surrenders the Warrant with this Notice of
  Exercise.
  Holder
represents that it is acquiring the aforesaid shares of Common Stock for
investment and not with a view to or for resale in connection with distribution
and that Holder has no present intention of distributing or reselling the
shares.
  Please
issue a certificate representing the shares of the Common Stock in the name of
Holder or in such other name as is specified below:
   Name:                           ______________________________
  Address:                      ______________________________
  Taxpayer
I.D.:        
     ______________________________
  
 [NAME OF
HOLDER]
 
 By:
 Name:
 Title:
 
 Date:   _______
___, 200___