Form of Common Stock Purchase Agreement



 Exhibit 10.78 
 COMMON STOCK PURCHASE AGREEMENT 
 This Common Stock Purchase Agreement
(this “Agreement”) is dated as of July 11, 2011, by and between Cytori Therapeutics, Inc., a Delaware corporation (the “Company”), and Seaside 88, LP, a Florida limited partnership (such investor, including its
successors and assigns, “Seaside”). 
 WHEREAS, subject to the terms and conditions set forth in this
Agreement, the Company desires to issue and sell to Seaside, and Seaside desires to purchase from the Company, up to 6,326,262 shares of the Company’s Common Stock (as the same may be proportionately adjusted in respect of any stock split,
stock dividend, combination, recapitalization or the like with respect to the Common Stock) on the Closing Dates. 
 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 Seaside agree as follows: 

ARTICLE I 

DEFINITIONS 
 1.1
Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the meanings indicated in this Section 1.1: 

“10-Day VWAP” means the daily volume weighted average of actual trading prices (measured in hundredths of cents) of the
Common Stock of the Company on the Trading Market for the ten consecutive Trading Days immediately prior to a Closing Date, as reported by Bloomberg Financial Markets. 
 “Action” shall have the meaning ascribed to such term in Section 3.1(j). 
 “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used
in and construed under Rule 144. 
 “Agreement” shall have the meaning ascribed to such term in the
introduction, as the same may be amended from time to time. 
 “Closing” means the Initial Closing and each
Subsequent Closing. 
 “Closing Dates” means the Initial Closing Date and each Subsequent Closing Date.

 “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
common stock may hereafter be reclassified or changed. 
 “Common Stock Equivalents” means any securities of
the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, 







 
including without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles
the holder thereof to receive, Common Stock. 
 “Company” shall have the meaning ascribed to such term in the
introduction, including any successor or permitted assign thereof. 
 “Company Counsel” means DLA Piper LLP
(US), or other counsel (including in-house counsel) reasonably acceptable to Seaside. 
 “Disclosure Schedules”
means the disclosure schedules of the Company delivered concurrently herewith, as updated by the Company from time to time. 

“DTC” means the Depository Trust Company. 
 “DWAC” means DTC’s Deposit Withdrawal Agent Commission system. 
 “Exchange Act” means the Securities Exchange Act of 1934, as amended. 
 “Financing Transaction” means a transaction, or series of related transactions, in which the Company sells shares of Common Stock, or other securities convertible into or exchangeable
for, shares of Common Stock, to unrelated third parties solely for capital raising purposes. By way of example, a Financing Transaction shall not include any sale or issuance of Common Stock or other securities convertible into or exchangeable for
shares of Common Stock, in connection with, or to a party engaged with the Company in, any strategic or other business relationship beyond such capital raising transaction, or any lender or other provider of debt capital to the Company, including
loans, lines of credit, equipment leases and the like. 
 “GAAP” shall have the meaning ascribed to such term
in Section 3.1(h). 
 “Initial Closing” means the closing of the purchase and sale of the Common Stock
pursuant to Section 2.1. 
 “Initial Closing Date” means July 12, 2011 or such later date when all of
the Transaction Documents required to be executed and delivered in connection with the Initial Closing pursuant this Agreement have been executed and delivered by the applicable parties thereto, and all conditions precedent to
(i) Seaside’s obligations to purchase the Shares and (ii) the Company’s obligations to issue and deliver the Shares at the Initial Closing have been satisfied or waived. 

“Initial Investment Amount” means $6,000,000. 
 “Initial Per Share Purchase Price” shall be an amount equal to the 10-Day VWAP multiplied by 0.88. 
 “Intellectual Property” shall have the meaning ascribed to such term in Section 3.1(r). 
 “Lien” means a lien, charge, security interest, encumbrance, right of first refusal, preemptive right or other restriction. 

  
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 “Material Adverse Effect” shall have the meaning ascribed to such term in
Section 3.1(b). 
 “Permits” shall have the meaning ascribed to such term in Section 3.1(s).

 “Person” means an individual, 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. 
 “Prospectus Supplement” means the supplement or supplements to the base prospectus contained in the Registration Statement to be filed in connection with the sale to Seaside, and the
resale by Seaside, of the Shares. 
 “Registration Statement” means the registration statement of the Company,
Commission File No. 333-172787, as the same may be amended from time to time, covering the sale to Seaside, and the resale by Seaside, of the Shares. 
 “Required Approvals” shall have the meaning ascribed to such term in Section 3.1(e). 
 “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. 
 “Seaside” shall have the meaning
ascribed to such term in the introduction, including any successor or permitted assign thereof. 
 “Seaside
Party” shall have the meaning ascribed to such term in Section 4.7. 
 “SEC Reports” shall have
the meaning ascribed to such term in Section 3.1(h). 
 “Securities Act” means the Securities Act of 1933,
as amended. 
 “Shares” means the shares of Common Stock issued or issuable to Seaside pursuant to this
Agreement. 
 “Short Sales” shall include, without limitation, all “short sales” as defined in Rule
200 of Regulation SHO of the Exchange Act and all types of direct and indirect stock pledges, forward sales contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis). 

  
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 “Subsequent Closing” means each closing of the purchase and sale of the
Common Stock pursuant to Section 2.2. 
 “Subsequent Closing Date” means the day two weeks subsequent to
the prior Closing Date (or, if such day is not a Trading Day, then the first day thereafter that is a Trading Day) commencing on August 12, 2011 and ending on or about May 4, 2012, or such later dates when all conditions precedent to
(i) Seaside’s obligations to purchase the Shares and (ii) the Company’s obligations to deliver the Shares have been satisfied or waived, in each event with respect to such Subsequent Closing, unless such Subsequent Closing is
cancelled pursuant to Section 2.6 hereof or this Agreement is earlier terminated pursuant to Section 5.1 hereof. 

“Subsequent Per Share Purchase Price” shall be an amount equal the 10-Day VWAP multiplied by 0.9025. 

“Subsidiary” shall have the meaning ascribed to such term in Section 3.1(a). 

“Trading Day” means a day on which the Common Stock is traded on a Trading Market. 

“Trading Market” means whichever of the following markets or exchanges on which the Common Stock is listed or quoted for
trading on the date in question: the New York Stock Exchange, the NYSE Alternext Exchange, the NYSE Amex, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the OTC Bulletin Board (or any successors to any of the
foregoing). 
 “Transaction Documents” means this Agreement and all schedules hereto and any other documents or
agreements executed in connection with the transactions contemplated hereunder. 
 ARTICLE II 

PURCHASE AND SALE 

2.1 Initial Closing. On the Initial Closing Date, upon the terms and subject to the conditions set forth herein, Seaside shall
purchase from the Company, and the Company shall issue and sell to Seaside, 1,326,262 Shares at the Initial Per Share Purchase Price. Upon satisfaction or waiver of the conditions set forth in Sections 2.3, 2.4 and 2.5, the Initial Closing shall
occur on the Initial Closing Date electronically or at such physical location as the parties shall mutually agree. 
 2.2
Subsequent Closings. On each Subsequent Closing Date, upon the terms and subject to the conditions set forth herein, Seaside shall purchase from the Company, and the Company shall issue and sell to Seaside, 250,000 Shares (as the same maybe
proportionately adjusted in respect of any stock split, stock dividend, combination, recapitalization or the like with respect to the Common Stock) at the Subsequent Per Share Purchase Price. Upon satisfaction or waiver of the conditions set forth
in Sections 2.3, 2.4, 2.5 and 2.6, each Subsequent Closing shall occur on the applicable Subsequent Closing Date electronically or at such physical location as the parties shall mutually agree. 

  
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 2.3 Deliveries by the Company. On each Closing Date, the Company shall deliver or
cause to be delivered to Seaside the following: 
 (a) solely on the Initial Closing Date, 1,326,262 Shares registered in the
name of Seaside, via the DTC DWAC system, as specified on the signature pages hereto; 
 (b) on each Subsequent Closing Date,
250,000 Shares (as the same may be proportionately adjusted in respect of any stock split, stock dividend, combination, recapitalization or the like with respect to the Common Stock), registered in the name of Seaside, via the DTC DWAC system, as
specified on the signature pages hereto; 
 (c) an officer’s certificate of the Company’s Chief Executive Officer or
Chief Financial Officer, substantially in the form of Exhibit A attached hereto; and 
 (d) solely on the Initial Closing
Date, a legal opinion of Company Counsel, substantially in the form of Exhibit B attached hereto. 
 2.4 Deliveries by
Seaside. On each Closing Date, Seaside shall deliver or cause to be delivered to the Company an amount equal to (a) the Initial Investment Amount, with respect to the Initial Closing, or (b) the Subsequent Per Share Purchase Price,
with respect to each Subsequent Closing, multiplied by 250,000 (as the same maybe proportionately adjusted in respect of any stock split, stock dividend, combination, recapitalization or the like with respect to the Common Stock), by wire transfer
to the account as specified in writing by the Company, in each case less the amount due Seaside for reimbursement of its expenses as set forth in the second to last sentence of Section 5.2 hereof. 

2.5 Closing Conditions. 
 (a) The obligations of the Company hereunder in connection with each Closing are subject to the satisfaction by Seaside, or waiver by the Company, of the following conditions: 

(i) the accuracy in all material respects (without giving effect to any limitation as to “materiality” or
“knowledge” set forth therein) on the Closing Date of the representations and warranties of Seaside contained herein (unless made as of a specific date, in which case the representations and warranties shall be accurate in all material
respects as of such specified date); 
 (ii) all obligations, covenants and agreements of Seaside required to be performed at
or prior to the Closing Date shall have been performed; 
 (iii) the delivery by Seaside of the items set forth in
Section 2.4 of this Agreement; and 
 (iv) the Registration Statement shall be in full force and effect. 

(b) The obligations of Seaside hereunder in connection with each Closing are subject to the satisfaction by the Company, or the waiver by
Seaside, of the following conditions: 

  
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 (i) the accuracy in all material respects (without giving effect to any limitation as to
“materiality” or “knowledge” set forth therein) on the Closing Date of the representations and warranties of the Company contained herein (as qualified and limited by the Disclosure Schedules, as updated through such Closing
Date, and unless made as of a specific date, in which case the representations and warranties shall be accurate in all material respects as of such specified date); 
 (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; 

(iii) the delivery by the Company of the items set forth in Section 2.3 of this Agreement; 

(iv) there shall have been no Material Adverse Effect with respect to the Company since the prior Closing Date that has not been cured
by the Company; 
 (v) the Registration Statement shall be in full force and effect; 

(vi) the purchase of Shares at a Subsequent Closing from the Company shall not cause Seaside’s beneficial ownership of the Common
Stock, calculated in accordance with Rule 13d-3 promulgated by the Commission under the Securities Act, to exceed 9.9% of the Company’s outstanding Common Stock immediately after such Subsequent Closing; and 

(vii) from the date hereof to each Closing Date, trading in the Common Stock shall not have been suspended by the Commission and trading
in securities generally as reported by Bloomberg Financial Markets shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor
shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in
its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of Seaside, makes it impracticable or inadvisable to purchase the Shares at the Closing. 

2.6 Cancellation of a Subsequent Closing in Certain Circumstances. 

(a) In the event that the Company furnishes to Seaside a certificate signed by the Chief Executive Officer or Chief Financial Officer of
the Company stating that a material development or potential material development involving the Company has occurred which the Company would be obligated to disclose in the Prospectus Supplement, which disclosure would, in the good faith judgment of
the Chief Executive Officer or the Board of Directors of the Company, be premature or otherwise inadvisable at such time, then such Subsequent Closing will not occur; provided, however, that the Company will not be permitted to cancel
a Subsequent Closing pursuant to this Section 2.6(a) more than four times during the term of this Agreement. 
 (b) In the
event that a Subsequent Closing is cancelled pursuant to Section 2.6(a) or a Subsequent Closing does not occur because of a failure of a condition to Seaside’s obligations hereunder contained in Section 2.5(b) hereof, then the number
of shares to be sold by the Company, and purchased by Seaside, at the next Subsequent Closing which occurs pursuant to 

  
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this Agreement will be increased by 250,000 Shares to 500,000 Shares for such Subsequent Closing. For clarification, if two or more consecutive Subsequent Closings are cancelled pursuant to
Section 2.6(a), or because of a failure in a condition to Seaside’s obligations contained in Section 2.5(b) hereof, the number of shares to be purchased and sold at the next Subsequent Closing will be 500,000 Shares, without regard to
whether one, two or more Subsequent Closings have been cancelled. Whenever a Subsequent Closing is cancelled pursuant to Section 2.6(a), or because of a failure in a condition to Seaside’s obligations contained in Section 2.5(b)
hereof, the aggregate number of Subsequent Closings pursuant to this Agreement will be reduced by one, and if two or more consecutive Subsequent Closings are cancelled, then the aggregate number of Shares purchased and sold pursuant to this
Agreement will be reduced accordingly. 
 ARTICLE III 
 REPRESENTATIONS AND WARRANTIES 
 3.1 Representations and Warranties of the
Company. Except as set forth under the corresponding section of the Disclosure Schedules, which Disclosure Schedules may be updated before any Closing and shall be deemed a part hereof, the Company hereby makes the representations and warranties
set forth below to Seaside as of the date hereof and each Closing Date (provided that representations and warranties that speak as of a specific date shall continue to speak as of such specified date): 

(a) Subsidiaries. All of the direct and indirect subsidiaries of the Company are listed in the Company’s most recent Annual
Report on Form 10-K as modified by any subsequent SEC Reports filed with the SEC (each a “Subsidiary”). Except as disclosed in the SEC Reports or Schedule 3.1(a), the Company owns, directly or indirectly, all of the capital stock or
other equity interests of each Subsidiary free and clear of any Liens, and all the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to
subscribe for or purchase securities. If the Company has no subsidiaries, then references in the Transaction Documents to the Subsidiaries will be disregarded. 
 (b) Organization and Qualification. Each of the Company and the Subsidiaries is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation or organization (as applicable), with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the Company nor any Subsidiary is in
violation or default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and is in
good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as
the case may be, could not reasonably be expected to result in (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document, (ii) a material adverse effect on the results of operations, assets,
business, prospects or financial condition of the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under any
Transaction Document (any of (i), (ii) or (iii), a “Material Adverse Effect”) and, to the knowledge of the Company, no 

  
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Action has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification. 

(c) Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the
transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations thereunder. The execution and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions
contemplated thereby have been duly authorized by all necessary action on the part of the Company and its stockholders, and no further action is required by the Company or its stockholders in connection therewith other than in connection with the
Required Approvals. Each Transaction Document has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Company
enforceable against the Company in accordance with its terms except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of
creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited
by applicable law. 
 (d) No Conflicts. The execution, delivery and performance of the Transaction Documents by the
Company, the issuance and sale of the Shares at each Closing and the consummation by the Company of the other transactions contemplated thereby do not and will not (i) conflict with or violate any provision of the Company’s or any
Subsidiary’s certificate or articles of incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, violate or constitute a default (or an event that with notice or lapse of time or both would become a
default) under, or result in the creation of any Lien upon any of the properties or assets of the Company or any Subsidiary pursuant to, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice,
lapse of time or both) of, any agreement (written or oral), credit facility, debt or other instrument (evidencing a Company or Subsidiary debt or otherwise) to which the Company or any Subsidiary is a party or by which any property or asset of the
Company or any Subsidiary is bound, or (iii) subject to the Required Approvals, conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority
to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company or a Subsidiary is bound or affected, except in the case of each of clauses (ii) and
(iii), such as could not reasonably be expected to result in a Material Adverse Effect. 
 (e) Filings, Consents and
Approvals. The Company is not required to obtain any consent, waiver, authorization, approval or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority, the
Trading Market or other Person (including its stockholders) in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than (i) the filing of the Prospectus Supplement, and (ii) any notice
filings or SEC Reports as are required to be made following each Closing Date under applicable federal and state securities laws or under applicable rules and regulations of the Trading Market (collectively, the “Required
Approvals”). 

  
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 (f) Issuance of the Shares. The Shares are duly authorized and, when issued and paid
for in accordance with the Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company or as a result of any action or inaction on the part of the Company. The Company has
reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement. The issuance by the Company to Seaside, and the resale by Seaside, of the Shares have been registered under the
Securities Act and all of the Shares when delivered will be freely transferable and tradable on the Trading Market by Seaside without restriction (other than any restrictions arising solely from the status, acts or omissions of Seaside). The
Registration Statement is effective and available for the issuance to Seaside and the resale by Seaside of the Shares thereunder and the Company has not received any notice that the Commission has issued or intends to issue a stop-order with respect
to the Registration Statement or that the Commission otherwise has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, or intends or has threatened in writing to do so. The “Plan of
Distribution” section under the Registration Statement as supplemented by the Prospectus Supplement permits the issuance and sale to Seaside and the resale by Seaside of the Shares hereunder. 

(g) Capitalization. The capitalization of the Company is as set forth in the Registration Statement. The Company has not issued
any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s stock option plans, the issuance of shares of Common Stock to employees
pursuant to the Company’s employee stock purchase plan and pursuant to the conversion or exercise of outstanding Common Stock Equivalents. No Person has any right of first refusal, preemptive right, right of participation, or any similar right
to participate in the transactions contemplated by the Transaction Documents. Except as disclosed in the SEC Reports or Schedule 3.1(g), there are no outstanding options, warrants, rights to subscribe to, calls or commitments of any character
whatsoever relating to, or securities, rights or obligations convertible into or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings or arrangements by
which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. Except as disclosed in the SEC Reports or Schedule 3.1(g), the issue and sale of the Shares will not obligate the
Company to issue shares of Common Stock or other securities to any Person (other than Seaside) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under such securities. All
of the outstanding shares of capital stock of the Company are validly issued, fully paid and nonassessable, have been issued in material compliance with all federal and state securities laws and requirements of the Trading Market, and none of such
outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder or the Board of Directors of the Company is required for the
issuance and sale of the Shares, other than the Required Approvals. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the
knowledge of the Company, between or among any of the Company’s stockholders. 
 (h) SEC Reports; Financial
Statements. The Company has filed or furnished (a) all reports, schedules, forms, statements and other documents required to be filed or furnished 

  
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by it under the Securities Act and the Exchange Act (including all required exhibits thereto), including pursuant to Section 13(a) or 15(d) thereof (the foregoing materials, as amended and
including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) and (b) any notices, reports or other filings pursuant to applicable requirements of
the Trading Market, in each case of (a) and (b), for the 12 months preceding the date hereof and each Closing Date, on a timely basis or has received a valid extension of such time of filing, and has filed any such SEC Reports and notices,
reports or other filings pursuant to applicable requirements of the Trading Market prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the applicable requirements of the
Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be
stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports comply in all material respects with
applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements (i) have been prepared in accordance with United States generally accepted
accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not
contain all footnotes required by GAAP, and (ii) fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for
the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustments. 
 (i) Material
Changes. Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in the SEC Reports, (i) there has been no event, occurrence or development that has had or that would
reasonably be expected to result in a Material Adverse Effect, except as has been reasonably cured by the Company, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables, accrued expenses,
and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or required to be disclosed in filings
made with the Commission, (iii) the Company has not altered its method of accounting except as otherwise required pursuant to GAAP, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its
stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Company), and (v) the Company has not
issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option and incentive plans. 
 (j) Litigation. Except as disclosed in the SEC Reports, there is no action, claim, suit, notice of violation, or proceeding (collectively, an “Action”) pending or, to the knowledge
of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority which (i) adversely affects or
challenges the legality, validity or enforceability of any of the Transaction Documents or the Shares or (ii) could, if there were an 

  
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unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any Subsidiary, nor, to the knowledge of the Company, any director or officer
thereof (in his or her capacity as such), is or has been the subject of any Action involving a claim or violation of, or liability under, any federal or state securities laws or a claim of breach of fiduciary duty. There has not been and, to the
knowledge of the Company, there is not currently pending, any investigation by the Commission involving the Company, any Subsidiary or any current or former director or officer of the Company or any Subsidiary (in his or her capacity as such). The
Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the Securities Act (including the Registration Statement) and, to the
Company’s knowledge, no proceeding for such purpose is pending before or threatened by the Commission. 
 (k)
Compliance. Neither the Company nor any Subsidiary (i) is in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would reasonably be expected to result in a
default by the Company or any Subsidiary under), nor has the Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument
to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived), (ii) is in violation of any order of any court, arbitrator or governmental body, or (iii) is in violation
of any statute, rule or regulation of any governmental authority or the Trading Market, including without limitation all foreign, federal, state and local laws applicable to its business, except in each case as would not have a Material Adverse
Effect. 
 (l) Listing and Maintenance Requirements. The Company’s Common Stock is registered pursuant to
Section 12(b) of the Exchange Act, and the Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act nor has the Company received
any notification that the Commission is contemplating terminating such registration. The Company has not, in the 12 months preceding the date hereof or any Closing Date, received notice from any Trading Market on which the Common Stock is or has
been listed or quoted to the effect that the Company is not in compliance with the listing or maintenance requirements of such Trading Market. The Company is, and immediately after the consummation of the transactions contemplated hereby will be, in
compliance with all such listing and maintenance requirements. 
 (m) Application of Takeover Protections. The Company
and its Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover
provision under the Company’s certificate of incorporation (or similar charter documents) and the laws of its state of incorporation that is or could become applicable to Seaside as a result of Seaside and the Company fulfilling their
obligations or exercising their rights under the Transaction Documents, including without limitation the Company’s issuance of the Shares and Seaside’s ownership of the Shares. 

(n) Disclosure. The Company confirms that neither the Company nor any officer, director or employee of the Company acting on its
behalf (as such term is used in Regulation FD) has provided Seaside or its agents or counsel with any information that the 

  
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Company believes may constitute material, non-public information except insofar as the existence and terms of the proposed transactions hereunder may constitute such information. The Company
understands and confirms that Seaside will rely on the foregoing representations and covenants in effecting transactions in securities of the Company. All written disclosure provided to Seaside regarding the Company, its business and the
transactions contemplated hereby furnished by or on behalf of the Company with respect to the representations and warranties made herein are true and correct with respect to such representations and warranties and do not contain any untrue statement
of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Company acknowledges and agrees that Seaside does not make
and has not made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 3.2 hereof. 
 (o) Effective Registration Statement. The Registration Statement has been declared effective by the Commission and remains effective as of the date hereof, and the Company knows of no reason why
the Registration Statement will not continue to remain effective for the foreseeable future. The Company is eligible to use Form S-3 registration statements for the issuance of securities. 

(p) Acknowledgment Regarding Seaside’s Purchase of Shares. The Company acknowledges and agrees that Seaside is acting solely
in the capacity of an arm’s length purchaser with respect to this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby. The Company further acknowledges that Seaside is not acting as a financial
advisor or fiduciary of the Company (or in any similar capacity) with respect to this Agreement or the other Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by Seaside or any of its respective
representatives or agents in connection with this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to Seaside’s purchase of the Shares. The Company further represents to
Seaside that the Company’s decision to enter into this Agreement and the other Transaction Documents has been based solely on the independent evaluation of the transactions contemplated hereby and thereby by the Company and its representatives.

 (q) Approvals. The issuance and listing on the Trading Market of the Shares requires no further approvals, including
but not limited to, the approval of stockholders. 
 (r) Intellectual Property. The Company possesses such right, title
and interest in and to, or possesses adequate rights to use, all such patents, patent rights, trade secrets, inventions, know-how, trademarks, trade names, copyrights, service marks and other proprietary rights (“Intellectual
Property”) as are material to the conduct of the Company’s business except Intellectual Property the failure of which to possess would not have a Material Adverse Effect. Except as disclosed in the SEC Reports, the Company has not
received any notice of infringement, misappropriation or conflict from any third party as to such that has not been resolved or disposed of, which infringement, misappropriation or conflict would if adversely decided individually or in the aggregate
have a Material Adverse Effect. To the Company’s knowledge, it has not infringed, misappropriated, or otherwise conflicted with the Intellectual Property of any third parties, which infringement, misappropriation or conflict would individually
or in the aggregate have a Material Adverse Effect. 

  
 12 









 (s) Permits. The Company has made all filings, applications and submissions required
by, and possesses all approvals, licenses, certificates, certifications, clearances, consents, exemptions, marks, notifications, orders, permits and other authorizations issued by, the appropriate federal, state or foreign regulatory authorities
necessary to own and/or lease its properties and to conduct its businesses (collectively, “Permits”), except for such Permits the failure of which to possess or obtain would not reasonably be expected to have a Material Adverse
Effect. The Company has not received any written notice of Action relating to the limitation, revocation, cancellation, suspension, modification or non-renewal of any such Permit which, singly or in the aggregate, if the subject of an unfavorable
decision, ruling or finding, would have a Material Adverse Effect, and has no reason to believe that any such Permit will not be renewed in the ordinary course. 
 3.2 Representations and Warranties of Seaside. Seaside hereby makes the representations and warranties set forth below to the Company as of the date hereof and each Closing Date (provided
that representations and warranties that speak as of a specific date shall continue to speak as of such specified date): 
 (a)
Organization; Authority. Seaside is a limited partnership duly organized, validly existing and in good standing under the laws of the state of Florida, with full right, power and authority to own and use its properties and assets and to carry
on its business as currently conducted and to enter into and to consummate the transactions contemplated by this Agreement and the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution,
delivery and performance by Seaside of the transactions contemplated by this Agreement and each other Transaction Document have been duly authorized by all necessary action on the part of Seaside and no such further action is required. Each
Transaction Document to which it is a party has been (or upon delivery will have been) duly executed by Seaside, and, when delivered by Seaside in accordance with the terms thereof, will constitute the valid and legally binding obligation of
Seaside, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of
creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited
by applicable law. 
 (b) Experience of Seaside. Seaside, either alone or together with its representatives, has such
knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Shares, and has so evaluated the merits and risks of such investment. Seaside is
able to bear the economic risk of an investment in the Shares and, at the present time, is able to afford a complete loss of such investment. 
 (c) Short Sales. Seaside has not directly or indirectly, nor has any Person acting on behalf of or pursuant to any understanding with Seaside, engaged in any Short Sales involving the
Company’s securities or otherwise sought to hedge its position in the securities of the Company through the date hereof. 

  
 13 









 (d) Limited Ownership. The purchase by Seaside of the Shares issuable to it at the
Closings will not result in Seaside (individually or together with any other Person with whom Seaside has identified, or will have identified, itself as part of a “group” in a public filing made with the Commission involving the
Company’s securities) acquiring, or obtaining the right to acquire, beneficial ownership of a number of shares of Common Stock equal to or in excess of 19.9% of the outstanding shares of Common Stock or the voting power of the Company on a
post-transaction basis that assumes that all Closings contemplated by this Agreement shall have occurred. 
 ARTICLE IV

 OTHER AGREEMENTS OF THE PARTIES 
 4.1 No Transfer Restrictions. Certificates evidencing the Shares shall not contain any legend restricting their transferability by Seaside. The Company shall cause its counsel to issue a legal
opinion to the Company’s transfer agent if required by the Company’s transfer agent to effect a transfer of any of the Shares; such opinion shall be provided by the Company’s counsel at no expense to Seaside. 

4.2 Furnishing of Information. As long as Seaside owns Shares, the Company covenants to use best efforts to timely file (or obtain
extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act. 
 4.3 Securities Laws Disclosure; Publicity. The Company shall, by 9:00 a.m. Eastern time on the Trading Day following the date hereof, file a Current Report on Form 8-K which attaches as exhibits
all agreements relating to this transaction, in each case reasonably acceptable to Seaside, if Seaside is readily available to review such Form 8-K in a timely manner, disclosing the material terms of the transactions contemplated hereby.

 4.4 Shareholders Rights Plan. No claim will be made or enforced by the Company or, with the consent of the Company,
any other Person that Seaside is an “Acquiring Person” or similar designation under any shareholders rights plan or similar plan or arrangement in effect or hereafter adopted by the Company, or that Seaside could be deemed to trigger the
provisions of any such plan or arrangement, by virtue of receiving Shares under the Transaction Documents or under any other agreement between the Company and Seaside. 
 4.5 Investment Company Status. The Company shall conduct its business in a manner so that it will not become subject to the Investment Company Act of 1940, as amended. 

4.6 Non-Public Information. The Company covenants and agrees that neither it nor any other Person acting on its behalf will
provide Seaside or its agents or counsel with any information that the Company believes constitutes material non-public information. The Company understands and confirms that Seaside shall be relying on the foregoing representations in effecting
transactions in securities of the Company. 
 4.7 Indemnification of Seaside. Subject to the provisions of this
Section 4.7, the Company will indemnify and hold Seaside, Seaside 88 Advisors, LLC, and their respective directors, officers, stockholders, partners, members, employees, agents and Affiliates (each, a


  
 14 









 
“Seaside Party”) harmless from any and all losses, liabilities, obligations, claims, demands, contingencies, damages, costs and expenses, including all judgments, amounts paid in
settlements, court costs and reasonable attorneys’ fees and costs of investigation reasonably incurred in connection with defending or investigating any suit or action in respect thereof to which any Seaside Party is a party under the
Securities Act, the Exchange Act or any other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, liabilities, obligations, claims, demands, contingencies, damages, costs and expenses arise out of or are
based on (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any Prospectus Supplement, or (b) the omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, provided that the Company will not be liable in any such case to the extent that any such liability, obligation, claim, contingency, damage, cost or expense arises out of or
is based upon any untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by and regarding Seaside expressly for inclusion
therein. If any action shall be brought against any Seaside Party in respect of which indemnity may be sought pursuant to this Agreement, such Seaside Party shall promptly notify the Company in writing, and the Company shall have the right to assume
the defense thereof with counsel of its own choosing. Any Seaside Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of
such Seaside Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel
or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company and the position of such Seaside Party. The Company will not be liable to any
Seaside Party under this Agreement (x) for any settlement by a Seaside Party effected without the Company’s prior written consent, which consent shall not be unreasonably withheld or delayed; or (y) to the extent, but only to the
extent, that a loss, liability, obligation, claim, demand, damage, cost or expense is attributable to any Seaside Party’s breach of any of the representations, warranties, covenants or agreements made by Seaside in this Agreement or in the
other Transaction Documents. 
 4.8 Listing of Common Stock. The Company hereby agrees to use its best efforts to
maintain the listing of the Common Stock on its current Trading Market and all other Trading Markets on which such Common Stock may hereafter be listed or quoted (as applicable) and will comply in all respects with the Company’s reporting,
filing and other obligations under the bylaws or rules of such Trading Market(s). The Company hereby further agrees that if the Company applies to have the Common Stock traded on any Trading Market other than its current Trading Market, it will
include in such application all of the Shares and will take such other action as is reasonably necessary to cause all of the Shares to be listed on such other Trading Market as promptly as possible. 

4.9 Stockholder Approval. The Company shall not issue shares of Common Stock or Common Stock Equivalents, if such issuance would
require stockholder approval pursuant to applicable rules of the Trading Market, unless and until such stockholder approval is obtained. 

  
 15 









 4.10 Short Sales. Seaside covenants that neither it nor any Person acting on its
behalf or pursuant to any understanding with it will execute any Short Sales in the securities of the Company from the date hereof until the final Subsequent Closing contemplated hereby. 

4.11 Prospectus Supplement. The Company will use its best efforts to file the Prospectus Supplement in accordance with the
requirements of Rule 424 promulgated under the Securities Act on or before the Initial Closing Date and, if required, before each Subsequent Closing Date. 
 ARTICLE V 
 MISCELLANEOUS 

5.1 Termination. This Agreement may be terminated: 
 (a) by Seaside, immediately upon written notice to the Company, if the Initial Closing has not been consummated on or before July 15, 2011; 

(b) by the Company, immediately upon written notice to Seaside, at any time; or 

(c) by Seaside, immediately upon written notice to the Company, if at any time during the term of this Agreement the Company effects a
reverse stock split or similar transaction, or consummates a Financing Transaction to which Seaside is not offered the opportunity to participate; 
 provided however that no such termination will affect the right of any party to sue for any breach by the other party (or parties). 

5.2 Fees and Expenses. Except as otherwise set forth in this Agreement and as set forth in this Section 5.2 below, each party
shall pay the fees and expenses of its own advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement. The
Company shall pay all stamp and other taxes and duties levied in connection with the delivery of the Shares. Notwithstanding the foregoing, (a) at the Initial Closing, the Company shall reimburse Seaside for the fees and expenses of its
counsel, White White & Van Etten PC, in an amount equal to $25,000, and (b) at each Subsequent Closing, the Company shall reimburse Seaside solely for the fees and expenses of its counsel, White White & Van Etten PC, in an
amount equal to $2,500. Such legal fees may be withheld by Seaside from the amount to be paid for the Shares purchased at the Initial Closing and any Subsequent Closing. 
 5.3 Entire Agreement. The Transaction Documents, together with the exhibits and Disclosure Schedules thereto, contain the entire understanding of the parties with respect to the subject matter
hereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules. 

5.4 Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in
writing and shall be deemed given and effective on 

  
 16 









 
the earliest of (a) the date of transmission, if such notice or communication is delivered via electronic mail or facsimile at the electronic mail address or facsimile number set forth on
the signature pages attached hereto prior to 5:30 p.m. (Eastern time) on a Trading Day, (b) the next Trading Day after the date of transmission, if such notice or communication is delivered via electronic mail or facsimile at the electronic
mail address or facsimile number set forth on the signature pages attached hereto on a day that is not a Trading Day or later than 5:30 p.m. (Eastern time) on any Trading Day, (c) the second Trading Day following the date of mailing, if sent by
U.S. nationally recognized overnight courier service, or (d) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as set forth on the signature pages attached
hereto or as otherwise provided by written notice delivered in compliance with this Section 5.4 by the addressee to the other party. 
 5.5 Amendments; Waivers. No provision of this Agreement may be waived or amended except in a written instrument signed, in the case of an amendment, by the Company and Seaside or, in the case of a
waiver, by the party against whom enforcement of any such waiver is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any
subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right. 

5.6 Headings. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to
limit or affect any of the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

 5.7 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their
successors and permitted assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of Seaside. Seaside may assign this Agreement or any rights or obligations hereunder without the
prior written consent of the Company. 
 5.8 No Third-Party Beneficiaries. This Agreement is intended for the benefit of
the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as otherwise set forth in Section 4.6. 

5.9 Governing Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction
Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. The parties hereby waive all rights to a trial by jury. If either
party shall commence an action or proceeding to enforce any provisions of the Transaction Documents, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other
costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding. 

  
 17 









 5.10 Survival. The representations and warranties herein shall survive the Closings
and delivery of the Shares. 
 5.11 Execution. This Agreement may be executed in two or more counterparts, all of which
when taken together shall be considered 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 or email transmission, 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 email signature page were an original thereof. 
 5.12 Severability. If any provision of
this Agreement is held to be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Agreement shall not in any way be affected or impaired thereby and the parties will attempt to agree
upon a valid and enforceable provision that is a reasonable substitute therefor, and upon so agreeing, shall incorporate such substitute provision in this Agreement. 
 5.13 Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) the Transaction Documents, whenever one party exercises
a right, election, demand or option under a Transaction Document and the other party does not timely perform its related obligations within the periods therein provided, then the exercising party may rescind or withdraw, in its sole discretion from
time to time upon written notice to the other party, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights. 
 5.14 Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, Seaside and the Company will be entitled to specific
performance under the Transaction Documents. The parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of the obligations set forth herein and hereby agree to waive in any such action for
specific performance of any such obligation the defense that a remedy at law would be adequate. 
 5.15 Payment Set
Aside. To the extent that either party hereto makes a payment or payments to the other party hereto pursuant to any Transaction Document or enforces or exercises its rights thereunder, and such payment or payments or the proceeds of such
enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by or are required to be refunded, repaid or otherwise restored to the other party, a trustee,
receiver or any other person under any law (including, without limitation, any bankruptcy law, state or federal law, common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally
intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred. 
 5.16 Construction. The parties agree that each of them and/or their respective counsel has reviewed and had an opportunity to revise the Transaction Documents and, therefore, the normal rule of
construction to the effect that any ambiguities are to be resolved against the drafting 

  
 18 









 
party shall not be employed in the interpretation of the Transaction Documents or any amendments hereto. 
 (Signature Pages Follow) 

  
 19 









 IN WITNESS WHEREOF, the parties hereto have caused this Common Stock Purchase Agreement to
be duly executed by their respective authorized signatories as of the date first indicated above. 
  

							
	Cytori Therapeutics, Inc.	  		  	Address for Notice:
				
	By:	 	 /s/ Mark Saad
	  		  	3020 Callan Road
		 	 Name: Mark Saad

Title:   Chief Financial Officer
	  		  	 San Diego, CA 92121
 Attention:
Chief Executive Officer
 Fax: (858) 458-0994
 Email: msaad@cytori.com

			
	With a copy to (which shall not constitute notice):	  		  	 DLA Piper LLP (US)
 4365
Executive Drive, Suite 1100
 San Diego, CA 92121-2133
 Attention: Jeffrey T. Baglio, Esq.
 Fax: (858) 638-5058

Email: jeff.baglio@dlapiper.com

			
	Seaside 88, LP	  		  	Address for Notice:
				
	 By:
  
 Its:
	 	 Seaside 88 Advisors, LLC
  

General Partner
	  		  	 750 Ocean Royale Way, Suite 1101
 Juno Beach, FL 33408
 Attention: William J. Ritger and

Denis M. O’Donnell, M.D.
 Fax: (866)
358-6721
 Email: wjr@seaside88.com

	By:	 	 /s/ William J. Ritger
	  	  
		 	 Name: William J. Ritger

Title:   Manager
	  		  	
			
	With a copy to (which shall not constitute notice):	  		  	 White White & Van Etten PC

55 Cambridge Parkway
 Cambridge, MA
02142
 Attention: David A. White, Esq.

Fax: (617) 225-0205
 Email:
daw@wwvlaw.com


 DWAC Instructions for Common Stock: 
 DTC # - 0571 -
 Account number - G53-1348923 

  
 20 









 Exhibit A 

Officer’s Certificate 
 In connection with a Closing on the date set forth below pursuant to that certain Common Stock Purchase Agreement dated as of July     , 2011 (the “Agreement”) by and
between Cytori Therapeutics, Inc., a Delaware corporation (the “Company”) and Seaside 88, LP, a Florida limited partnership (“Seaside”), the undersigned, the duly elected and qualified
                     of the Company, does hereby certify to Seaside as follows: 

 

	 	(i)	all representations and warranties of the Company contained in the Agreement are true and correct in all material respects (without giving effect to any limitation as
to “materiality” or “knowledge” set forth therein) on and as of the date hereof as if made on and as of the date hereof (provided that representations and warranties that speak as of a specific date shall continue to speak
as of such date); 

  

	 	(ii)	the Company has performed or complied with all of its covenants and agreements contained in the Agreement and required to be performed or complied with by the Company
on or before the date hereof; and 

  

	 	(iii)	the Registration Statement has been declared effective by the Commission and remains effective on and as of the date hereof. 


Capitalized terms used but not defined herein shall have the meanings given to them in the Agreement. 

IN WITNESS WHEREOF, the undersigned has caused this Officer’s Certificate to be executed this      day of
        , 20    . 
  

			
	Cytori Therapeutics, Inc.
		
	By:	 	  

		 	Name:
		 	Title:



  
 21 









 Exhibit B 

1. The Company is a corporation duly organized under the Delaware General Corporation Law, with full power and authority (including
corporate power and authority) to enter into the Transaction Documents and perform its obligations thereunder. The Company is validly existing and in good standing under the laws of the State of Delaware and is qualified to do business and in good
standing under the laws of                      and
                    . 
 2. The execution and delivery of the Transaction Documents and the issuance and sale of the Shares as specified thereunder have been duly authorized by all necessary corporate action of the Company, no
further action is required by the Company or its stockholders in connection therewith, and each Transaction Document has been duly executed and delivered by the Company and is enforceable against the Company in accordance with its terms. 

3. We have been advised by the staff of the Commission that the Registration Statement became effective under the Securities Act on
May 9, 2011. With your consent, based solely on a telephonic confirmation by a member of the staff of the Commission on             , 2011, we confirm that no stop order
suspending the effectiveness of the Registration Statement has been issued under the Securities Act and no proceedings therefor have been initiated by the Commission. 
 4. The Shares have been duly authorized and, when issued and delivered in accordance with the terms of the Agreement, will be validly issued, fully paid and non-assessable, and the issuance of such Shares
will not be subject to any preemptive or similar rights set forth in the Company’s Certificate of Incorporation or Bylaws (or similar organizational documents) or any agreement known to us or filed as an exhibit to any SEC Report filed by the
Company within the last 12 months. 
 5. The execution and delivery by the Company of, and the performance by the Company of its
obligations under, the Transaction Documents (including the issuance and sale of the Shares) will not contravene any provision of any statute, law, rule or regulation known to us to be applicable to the Company, any agreement filed as an exhibit to
any SEC Report, or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company known to us to be applicable to the Company or its properties. 

6. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental body,
regulatory authority or Trading Market is required for the execution, delivery and performance by the Company of its obligations under the Transaction Documents, other than the filing of the Prospectus Supplement and any notice filings as are
required to be made following the Closing Date under applicable federal and state securities laws and the rules of the Company’s Trading Market. 
 7. The Company is not, and will not be after consummation of the Agreement, the sale of the Shares to Seaside and the application of the proceeds thereof, an “investment company” as defined in
the Investment Company Act of 1940, as amended.