Exhibit
10.33


Form
of Common Stock Subscription Agreement


Cytori Therapeutics, Inc.


3020 Callan Road


San Diego, California
92121


Ladies and Gentlemen:


The undersigned (the “Investor”) hereby confirms and agrees with
you as follows: 


1.             The subscription terms set forth herein
(the “Subscription”) are made as
of the date set forth below between Cytori Therapeutics, Inc., a Delaware
corporation (the “Company”), and
the Investor.


2.             As of the Closing (as defined below) and
subject to the terms and conditions hereof, 
the Company and the Investor agree that the Investor will purchase from
the Company and the Company will issue and sell to the Investor such number of
shares of common stock, par value $0.001 per share, of the Company (the “Common Stock”) as is set forth on the
signature page hereto (the “Signature Page”)
for a purchase price of $5.75 per share (the “Shares”).  The Investor acknowledges that the offering
is not a firm commitment underwriting and that there is no minimum offering
amount.  


3.             The completion of the purchase and sale of the Shares
shall occur at a closing (the “Closing”)
which, in accordance with Rule 15c6-1 promulgated under the Securities Exchange
Act of 1934, as amended, is expected to occur on or about August 15, 2006.  At the Closing, (a) the Company shall cause
its transfer agent to release to the Investor the number of Shares being
purchased by the Investor and (b) the aggregate purchase price for the Shares
being purchased by the Investor will be delivered by or on behalf of the Investor
to the Company.  If the Investor chooses
to settle via DWAC (by checking the appropriate space on the Signature Page
hereto), the provisions set forth in Exhibit A hereto shall be
incorporated herein by reference as if set forth fully herein.


4.             The offering and sale of the Shares are
being made pursuant to the Registration Statement and the Prospectus (as such
terms are defined below).  The Investor
acknowledges that the Company intends to enter into subscriptions in
substantially the same form as this Subscription with certain other investors
and intends to offer and sell (the “Offering”)
up to an aggregate of 1,005,212 shares of Common Stock pursuant to the
Registration Statement and Prospectus. 
In addition, the Investor acknowledges that the Company intends to enter
into a common stock purchase agreement with Olympus Corporation whereby Olympus
Corporation will purchase $11,000,000 of Company Common Stock at a purchase
price per share equal to the purchase price per share to be paid by the Investor.


5.             The Company has filed or shall file with
the Securities and Exchange Commission (the “Commission”)
a prospectus (the “Base Prospectus”)
and a final prospectus supplement (collectively, the “Prospectus”) with respect to the
registration statement (File No. 333-134129) reflecting the Offering, including
all amendments thereto, the exhibits and any schedules thereto, the documents
otherwise deemed to be a part thereof or included therein by the rules and
regulations of the Commission (the “Rules
and Regulations”) and any registration statement relating to the
Offering and filed pursuant to Rule 462(b) under the Rules and Regulations
(collectively, the “Registration Statement”),
in conformity with the Securities Act of 1933, as amended (the “Securities Act”), including Rule 424(b)
thereunder.  The Investor hereby confirms
that it has had full access to the Base Prospectus and the Company’s periodic
reports and other information incorporated by reference therein, and was able
to read, review, download and print such materials.









 



6.             The Company has entered into a Placement
Agency Agreement (the “Placement Agreement”),
dated August 9, 2006 with Piper
Jaffray & Co. (the “Placement Agent”),
which will act as the Company’s placement agent with respect to the Offering
and receive a fee in connection with the sale of the Shares.  The Placement Agreement contains certain
representations and warranties of the Company. 
The Company acknowledges and agrees that the Investor may rely on the
representations and warranties made by it to the Placement Agent in Section 2
of the Placement Agreement to the same extent as if such representations and
warranties had been incorporated in full herein and made directly to the
Investor.  Capitalized terms used, but
not otherwise defined, herein shall have the meanings ascribed to such terms in
the Placement Agreement.


7.             The obligations of the Company and the
Investor to complete the transactions contemplated by this Subscription shall
be subject to the following:


a.             The
Company’s obligation to issue and sell the Shares to the Investor shall be
subject to: (i) the receipt by the Company of the purchase price for the Shares
being purchased hereunder as set forth on the Signature Page and (ii) the
accuracy of the representations and warranties made by the Investor and the
fulfillment of those undertakings of the Investor to be fulfilled prior to the
Closing Date.


b.             The
Investor’s obligation to purchase the Shares will be subject to the condition
that the Placement Agent shall not have: (i) terminated the Placement Agreement
pursuant to the terms thereof or (ii) determined that the conditions to closing
in the Placement Agreement have not been satisfied. 


8.             The Company hereby makes the following
representations, warranties and covenants to the Investor:


a.             The Company has the requisite corporate
power and authority to enter into and to consummate the transactions
contemplated by this Subscription and otherwise to carry out its obligations
hereunder.  The execution and delivery of
this Subscription by the Company and the consummation by it of the transactions
contemplated hereunder have been duly authorized by all necessary action on the
part of the Company.  This Subscription
has 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 as
may be limited by any bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance or other similar laws affecting the enforcement of
creditors’ rights generally or by general principles of equity.


b.             The Company shall (i) before the opening
of trading on the Nasdaq Global Market on the next trading day after the date
hereof, issue a press release, disclosing all material aspects of the
transactions contemplated hereby and (ii) make such other filings and notices
in the manner and time required by the Commission with respect to the
transactions contemplated hereby.  The
Company shall not identify the Investor by name in any press release or public
filing, or otherwise publicly disclose the Investor’s name, without the
Investor’s prior written consent, unless required by law or the rules and
regulations of any self-regulatory organization or exchange which the Company
or its securities are subject.


9.             The Investor hereby makes the following
representations, warranties and covenants to the Company:


a.             The Investor represents that (i) it has
had full access to the Base Prospectus as well as the Company’s periodic
reports and other information incorporated by reference therein, prior to or in
connection with its receipt of this Subscription, (ii) it is knowledgeable,
sophisticated and experienced in making, and is qualified to make, decisions
with respect to investments in securities representing an



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investment decision like that involved in the purchase of the Shares,
and (iii) it does not have any agreement or understanding, directly or
indirectly, with any person or entity to distribute any of the Shares.


b.             The Investor has the requisite power and
authority to enter into this Subscription and to consummate the transactions
contemplated hereby.   The execution and
delivery of this Subscription by the Investor and the consummation by it of the
transactions contemplated hereunder have been duly authorized by all necessary
action on the part of the Investor.  This
Subscription has been executed by the Investor and, when delivered in
accordance with the terms hereof, will constitute a valid and binding
obligation of the Investor enforceable against the Investor in accordance with
its terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting creditors’ and
contracting parties’ rights generally and except as enforceability may be
subject to general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).


c.             The Investor understands that nothing in
this Subscription or any other materials presented to the Investor in
connection with the purchase and sale of the Shares constitutes legal, tax or
investment advice.  The Investor has
consulted such legal, tax and investment advisors as it, in its sole
discretion, has deemed necessary or appropriate in connection with its purchase
of Shares.


d.             Neither the Investor nor any Person
acting on behalf of, or pursuant to any understanding with or based upon any
information received from, the Investor has, directly or indirectly, engaged in
any transactions in the securities of the Company (including, without
limitation, any Short Sales involving the Company’s securities) since the
earlier to occur of (i) the time that the Investor was first contacted by the
Placement Agent or the Company with respect to the transactions contemplated
hereby and (ii) the date that is the tenth (10th)
trading day prior to the date of this Subscription.  “Short Sales” include, without limitation,
all “short sales” as defined in Rule 200 promulgated under Regulation SHO under
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), whether or not against the
box, and all types of direct and indirect stock pledges, forward  sale contracts, options, puts, calls, short
sales, swaps, “put equivalent positions” (as defined in Rule 16a-1(h) under the
Exchange Act) and similar arrangements (including on a total return basis), and
sales and other transactions through non-U.S. broker dealers or foreign
regulated brokers.  The Investor
covenants that neither it, nor any Person acting on behalf of, or pursuant to
any understanding with or based upon any information received from, the
Investor will engage in any transactions in the securities of the Company
(including Short Sales) prior to the time that the transactions contemplated by
this Subscription are publicly disclosed. 



e.             The Investor represents that, except as
set forth below, (i) it has had no position, office or other material
relationship within the past three years with the Company or persons known to
it to be affiliates of the Company, (ii) it is not a, and it has no direct or
indirect affiliation or association with any, NASD member or an Associated
Person (as such term is defined under the NASD Membership and Registration
Rules Section 1011) as of the date hereof, and (iii) neither it nor any group
of investors (as identified in a public filing made with the Commission) of
which it is a member, acquired, or obtained the right to acquire, 20% or more
of the Common Stock (or securities convertible or exercisable for Common Stock)
or the voting power of the Company on a post-transaction basis.    Exceptions:






(If no exceptions,
write “none.” If left blank, response will be deemed to be “none.”)


10.          Notwithstanding any investigation made by
any party to this Subscription, all covenants, agreements, representations and
warranties made by the Company and the Investor herein will survive the



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execution of this Subscription, the delivery to the
Investor of the Shares being purchased and the payment therefor.


11.          This Subscription may not be modified or
amended except pursuant to an instrument in writing signed by the Company and
the Investor.


12.          In case any provision contained in this
Subscription should be invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained
herein will not in any way be affected or impaired thereby.


13.          This Subscription will be governed by,
and construed in accordance with, the internal laws of the State of New York,
without giving effect to the principles of conflicts of law that would require
the application of the laws of any other jurisdiction.


14.          This Subscription may be executed in one
or more counterparts, each of which will constitute an original, but all of
which, when taken together, will constitute but one instrument, and will become
effective when one or more counterparts have been signed by each party hereto
and delivered to the other parties.  


15.          The
Investor acknowledges and agrees that such Investor’s receipt of the Company’s
counterpart to this Subscription shall constitute written confirmation of the
Company’s sale of Shares to such Investor.


16.          In the event that the Placement Agreement
is terminated by the Placement Agent pursuant to the terms thereof, this
Subscription shall terminate without any further action on the part of the
parties hereto.



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INVESTOR SIGNATURE PAGE


	
  Number of Shares:

  	
   

  	
   

  
	
   

  
	
  Purchase Price
  Per Share: $

  	
  5.75

  	
   

  
	
   

  
	
  Aggregate
  Purchase Price: $

  	
   

  	
   

  
				



 


Please confirm that the
foregoing correctly sets forth the agreement between us by signing in the space
provided below for that purpose.


Dated
as of:  August 9, 2006


	
  

  	
   

  	
   

  
	
  INVESTOR

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  
	
  Name that Shares
  are to be registered:

  	
   

  	
   

  	
   

  
	
  Mailing Address:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Taxpayer
  Identification Number:

  	
   

  	
   

  	
   

  
	
  Manner of
  Settlement (check one):

  	
   

  
	
   

  	
  o 

  	
  DWAC (see Exhibit
  A for explanation and instructions)

  
	
   

  	
  o 

  	
  DVP (see Exhibit
  B for explanation and instructions)

  
	
   

  	
   

  
	
   

  	
   

  
	
  Agreed and
  Accepted this 9th day of August
  2006:

  
	
   

  	
   

  
	
   

  	
   

  
	
  CYTORI
  THERAPEUTICS, INC.

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  
													



 


Sales of the Shares purchased hereunder were made
pursuant to a registration statement or in a transaction in which a final
prospectus would have been required to have been delivered in the absence of
Rule 172 promulgated under the Securities Act.



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