4,771,174 Shares Warrants to Purchase 6,679,644 Shares CYTORI THERAPEUTICS, INC. Common Stock PLACEMENT AGENCY AGREEMENTCytori Therapeutics, Inc. • March 10th, 2009 • Surgical & medical instruments & apparatus • New York
Cytori Therapeutics, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to certain investors located by you (each an “Investor” and, collectively, the “Investors”), (i) up to 4,771,174 shares (the “Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”), and (ii) warrants to purchase up to 6,679,644 shares of Common Stock (the “Warrants” and together with the Shares, the “Securities”). The shares of Common Stock issuable upon exercise of the Warrants are hereinafter referred to as the “Warrant Shares”. The Company desires to engage Piper Jaffray & Co. as its exclusive placement agent (the “Placement Agent”) in connection with such issuance and sale. The Securities are more fully described in the Registration Statement (as hereinafter defined).
SUBSCRIPTION AGREEMENTSubscription Agreement • March 10th, 2009 • Cytori Therapeutics, Inc. • Surgical & medical instruments & apparatus • New York
