Exhibit
10.32


COMMON
STOCK PURCHASE AGREEMENT


This
Common Stock Purchase Agreement (the “Agreement”) is entered into at
5:00 p.m. California time on August 9, 2006 (the “Effective Date”), by and between Cytori
Therapeutics, Inc., a Delaware corporation (the “Company”), and Olympus
Corporation, a Japanese corporation (“Purchaser”).


1.             Sale of
Stock.  Subject to the
terms and conditions of this Agreement, the Company will issue and sell to
Purchaser, and Purchaser agrees to purchase from the Company, at a closing to
occur at the principal office of the Company within thirty (30) days of the Effective Date (the “Closing”), the number of
shares of the Company’s Common Stock (the “Shares”) determined by dividing
$11,000,000 (“Purchase Price”) by the closing sale price of the Company’s
common stock as quoted on the Nasdaq Stock Market on the Effective Date;
provided however, that in the event the total number of shares that would be
owned by Olympus, after adding the new Shares as calculated above to the
previously acquired 1.1 million shares, would exceed 19.9% of the then total
outstanding Cytori shares, the Purchase Price (and the number of new Shares
that would be purchased at such price-per-Share) shall be reduced by an amount
that would cause the total share ownership of Olympus as calculated above to
be  to 
exactly 19.9% of the total outstanding Cytori shares.  The Shares shall upon issuance be listed on
the Nasdaq Global Market.    The offering
and sale of the Shares are being made pursuant to the Registration Statement
and the Prospectus (as such terms are defined below). As such, the issuance of
the Shares pursuant to this Agreement shall be duly registered under the
Securities Act. Purchaser acknowledges that the Company intends to enter into
other purchase or subscription agreements on terms substantially similar to the
terms of this Agreement with certain other investors and currently intends to
offer and sell (the “Offering”) Common Stock, for a total (including
Purchaser and such other investors) of up to an aggregate of $                            
pursuant to the Registration Statement and Prospectus.


2.             Purchase.  At the Closing, the Company shall deliver to
Purchaser the documentation from Company’s transfer agent certifying the
completion of the electronic transfer of the Shares into the account specified
by Purchaser, and Purchaser shall immediately deliver to the Company the
Purchase Price therefor by wire transfer.


3.             Limitations
on Transfer.  Purchaser
shall not assign, encumber or dispose of any interest in the Shares except in
compliance with applicable securities laws and regulations of applicable
countries and stock exchanges.


4.             Investment
Representations.  In
connection with the purchase of the Shares, Purchaser represents to the Company
the following:


(a)           Purchaser has received and/or is
aware that the Company has filed or shall file with the Securities and Exchange
Commission (the “Commission”) a prospectus (the “Base Prospectus”)
and a prospectus supplement reflecting the Offering (collectively, the “Prospectus”),
with respect to an effective Form S-3 registration statement (File No.
333-134129), (the “Registration Statement”), including any amendments
thereto, and 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”), in conformity with the
Securities Act of 1933, as amended (the “Securities Act”), including
Rule 424(b) thereunder.  Purchaser hereby
confirms that it has had full access to the Base Prospectus and the Company’s
periodic reports and other publicly available information incorporated by reference therein,
and was able to read, review, download and print such materials. Purchaser
further acknowledges that Purchaser and Purchaser’s advisors have had the
opportunity to ask questions of and receive answers from the Company’s
management concerning this investment.


(b)           Purchaser has not entered into any
agreement to pay commissions to any persons with respect to the purchase or
sale of the Shares, except commissions for which Purchaser will be responsible.


(c)           Purchaser understands and
acknowledges that no Japanese, German or United States federal or state agency,
governmental authority, regulatory body, stock exchange or other entity has
made any finding or determination as to the merits of this investment, nor have
any such agencies, governmental authorities, regulatory bodies, stock exchanges
or other entities made any recommendation or endorsement with respect to the
Shares.


(d)           Purchaser, in evaluating the merits
of an investment in the Shares, is not relying on the Company, its counsel, or
any financial or other advisor to the Company for an evaluation of the tax,
legal or other consequences of an investment in the Shares.


5.             Legends.  Any physical certificates representing Shares
shall bear the following legend:


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


6.             Indemnification.


(a)           Indemnification
by the Company. The Company shall indemnify and hold harmless Purchaser,
its permitted assignees, officers, directors, agents, brokers, investment
advisors and employees, each person who controls Purchaser or a permitted
assignee (within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act) and the officers,



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directors, agents and employees of each such
controlling person, and the respective successors, assigns, estate and personal
representatives of each of the foregoing, to the fullest extent permitted by
applicable law, from and against any and all claims, losses, damages,
liabilities, penalties, judgments, costs (including, without limitation, costs
of investigation) and expenses (including, without limitation, reasonable
attorneys’ fees and expenses) (collectively, “Losses”), as incurred,
arising out of or relating to any untrue or alleged untrue statement of a
material fact contained in the Registration Statement, any Prospectus, as
supplemented or amended, if applicable, or arising out of or relating to any
omission or alleged omission of a material fact required to be stated therein
or necessary to make the statements therein (in the case of any Prospectus or
supplement thereto, in the light of the circumstances under which they were
made) not misleading, except (i) to the extent, but only to the extent, that
such untrue statements or omissions are based solely upon information regarding
the Purchaser furnished in writing to the Company by the Purchaser expressly
for use therein, or (ii) as a result of the failure of the Purchaser to deliver
a Prospectus, as amended or supplemented, to a purchaser in connection with an
offer or sale.  The Company shall notify
the Purchaser promptly of the institution, threat or assertion of any proceeding of which the Company is aware in connection
with the transactions contemplated by this Agreement.  Such indemnity shall remain in full force and
effect regardless of any investigation made by or on behalf of an Indemnified
Party (as defined in Section 6(b) hereof)
and shall survive the transfer of the Shares by the Purchaser.


(b)           Conduct
of Indemnification Proceedings. If any proceeding shall be brought or asserted against any
Person entitled to indemnity pursuant to Section 6(a) or 6(b) hereunder (an “Indemnified Party”), such
Indemnified Party promptly shall notify the Person from whom indemnity is
sought (the “Indemnifying Party) in writing, and the Indemnifying Party
shall assume the defense thereof, including the employment of counsel
reasonably satisfactory to the Indemnified Party and the payment of all fees
and expenses incurred in connection with defense thereof; provided, that the
failure of any Indemnified Party to give such notice shall not relieve the
Indemnifying Party of its obligations or liabilities pursuant to this
Agreement, except (and only) to the extent that it shall be finally determined
by a court of competent jurisdiction (which determination is not subject to
appeal or further review) that such failure shall have materially and adversely
prejudiced the Indemnifying Party.


An Indemnified Party shall have the
right to employ separate counsel in any such proceeding and to participate in
the defense thereof, but the fees and expenses of such counsel shall be at the
expense of such Indemnified Party or Parties unless: (i) the Indemnifying Party
has agreed in writing to pay such fees and expenses; or (ii) the Indemnifying
Party shall have failed promptly to assume the defense of such proceeding and to employ counsel reasonably
satisfactory to such Indemnified Party in any such proceeding; or (iii) the named parties to any such proceeding (including any impleaded parties) include
both such Indemnified Party and the Indemnifying Party, and such Indemnified
Party shall have been advised by counsel that a conflict of interest is likely
to exist if the same counsel were to represent such Indemnified Party and the
Indemnifying Party (in which case, if such Indemnified Party notifies the
Indemnifying Party in writing that it elects to employ separate counsel at the
expense of the Indemnifying Party, the Indemnifying Party shall not have the
right to assume the defense thereof and such counsel shall be at the expense of
the Indemnifying Party).  The
Indemnifying Party shall not be



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liable for any settlement of any such
proceeding effected without its written consent, which
consent shall not be unreasonably withheld, conditioned or delayed.  No Indemnifying Party shall, without the
prior written consent of the Indemnified Party, which consent shall not
unreasonably be withheld, conditioned or delayed, effect any settlement of any
pending proceeding in respect of which any Indemnified Party is
a party, unless such settlement includes an unconditional release of such
Indemnified Party from all liability on claims that are the subject matter of
such proceeding.


All reasonable fees and expenses of
the Indemnified Party (including reasonable fees and expenses to the extent
incurred in connection with investigating or preparing to defend such proceeding in a manner not inconsistent with this
Section) shall be paid to the Indemnified Party, as incurred, within 10
business days of written notice thereof to the Indemnifying Party (regardless
of whether it is ultimately determined that an Indemnified Party is not
entitled to indemnification hereunder; provided, that the Indemnifying Party
may require such Indemnified Party to undertake to reimburse all such fees and
expenses to the extent it is finally judicially determined that such
Indemnified Party is not entitled to indemnification hereunder or pursuant to
applicable law).


(c)           The
indemnity agreement contained in this Section is in addition to any liability
that the Indemnifying Parties may have to the Indemnified Parties.


7.             Representations by the Company.  In connection with the sale of the Shares by
the Company, the Company represents to Purchaser the following:


The Company has timely
filed all registration statements, prospectuses, forms, reports and documents
required to be filed by it under the Securities Act, or the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), as the case may be, since
December 31, 2002, including the Registration Statement (each a “Company SEC
Filing,” and collectively the “Company SEC Filings”).  Each Company SEC Filing (i) as of its date
complied in all material respects with the requirements of the Securities Act
or the Exchange Act, as the case may be, and (ii) did not, at the time they
were filed, contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary in order to make the
statements made therein, in the light of the circumstances under which they
were made, not misleading.  Each of the
consolidated financial statements (including, in each case, any notes thereto)
contained in the Company SEC Filings was prepared in accordance with generally
accepted accounting principles applied (except as may be indicated in the notes
thereto and, in the case of unaudited quarterly financial statements, as
permitted by Form 10-Q under the Exchange Act) on a consistent basis throughout
the periods indicated (except as may be indicated in the notes thereto), and
each presented fairly the consolidated financial position of the Company as of
the respective date thereof and for the respective periods indicated therein
(subject, in the case of unaudited statements, to normal and recurring year-end
adjustments.)  The books and records of
the Company have been, and are being, maintained in accordance with applicable
legal and accounting requirements.  The Company has not,
directly or indirectly, disclosed any material non-public information of the
Company to Purchaser.  The information concerning the Company
set forth in this Agreement, the Prospectus, the Registration Statement, and
any document, statement or certificate furnished to Purchaser at the Closing,
does not



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contain any untrue statement of a material fact or
omit to state a material fact required to be stated herein or therein or
necessary to make the statements and facts contained herein or therein, in
light of the circumstances in which they are made, not false and misleading.


8.             Miscellaneous.


(a)           Governing Law.  This Agreement and all acts and transactions
pursuant hereto and the rights and obligations of the parties hereto shall be
governed, construed and interpreted in accordance with the laws of the State of
California, without giving effect to principles of conflicts of law.


(b)           Entire Agreement;
Enforcement of Rights. 
This Agreement sets forth the entire agreement and understanding of the
parties relating to the subject matter herein and merges all prior discussions
between them with regard to such subject matter.  No modification of or amendment to this
Agreement, nor any waiver of any rights under this Agreement, shall be
effective unless in writing signed by the parties to this Agreement.  The failure by either party to enforce any
rights under this Agreement shall not be construed as a waiver of any rights of
such party.


(c)           Severability. If one or more provisions of this
Agreement are held to be unenforceable under applicable law, the parties
agree to renegotiate such provision in good faith.  In the event that the parties cannot reach a
mutually agreeable and enforceable replacement for such provision, then
(i) such provision shall be excluded from this Agreement, (ii) the
balance of the Agreement shall be interpreted as if such provision were so
excluded and (iii) the balance of the Agreement shall be enforceable in
accordance with its terms.


(d)           Construction.  This Agreement is the result of negotiations
between and has been reviewed by both of the parties hereto and their
respective counsel, if any; accordingly, this Agreement shall be deemed to be
the product of both of the parties hereto, and no ambiguity shall be construed
in favor of or against either one of the parties hereto.


(e)           Notices.  Any notice required or permitted by this
Agreement shall be in writing and shall be deemed sufficient (i) when delivered personally, (ii) when received via fax if the
sender has written confirmation of receipt, or (iii) two (2) business days after being sent via a
reputable express air delivery service, with postage and/or fees prepaid, and
addressed to the party to be notified at such party’s address or fax number as
set forth below or as subsequently modified by written notice hereunder.


(f)            Counterparts.  This Agreement may be executed in
counterparts, each of which shall be deemed an original and both of which
together shall constitute one instrument.


(g)           Survival.  The representations, warranties, covenants
and agreements made herein shall survive the closing of the transactions
contemplated hereby.


[Signature Page
Follows]



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The parties have
executed this Common Stock Purchase Agreement as of the date first set forth
above.


	
   

  	
  COMPANY:

  
	
   

  	
   

  
	
   

  	
  CYTORI
  THERAPEUTICS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Christopher J. Calhoun

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Christopher J. Calhoun

  	
   

  
	
   

  	
  Title:

  	
  Chief Executive Officer

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
  3020 Callan Road

  
	
   

  	
  San Diego, CA
  92121

  
	
   

  	
   

  
	
   

  	
  Fax: U.S. (858) 450-4335

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PURCHASER:

  
	
   

  	
   

  
	
   

  	
  OLYMPUS
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Tsuyoshi Kikukawa

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Tsuyoshi Kikukawa

  	
   

  
	
   

  	
  Title:

  	
  President

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
  43-2 Hatagaya
  2-chome,

  
	
   

  	
  Shibuya-ku,
  Tokyo,

  
	
   

  	
  JAPAN

  
	
   

  	
   

  
	
   

  	
  Fax: Japan 03-3340-2062

  
								



 



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