3,745,645 Shares Warrants to Purchase 1,872,823 Shares CYTORI THERAPEUTICS, INC. Common Stock PLACEMENT AGENCY AGREEMENTAgency Agreement • February 26th, 2007 • Cytori Therapeutics, Inc. • 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 or set forth on Schedule II attached hereto (each an “Investor” and, collectively, the “Investors”), (i) up to 3,745,645 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 1,872,823 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).
CONFIDENTIALCytori Therapeutics, Inc. • February 26th, 2007 • Surgical & medical instruments & apparatus • California
The purpose of this letter (the “Agreement”) is to set forth the terms of the engagement by Cytori Therapeutics, Inc, a Delaware corporation (“CYTORI” or the “Company”) of WBB Securities, LLC (“WBB”) to serve as the Company’s non-exclusive financial advisor in connection with the engagement of Piper Jaffray Companies, a Delaware company (“PIPER”). WBB will assist CYTORI with the subject matter in the letter agreement dated February 14, 20007 between PIPER and the CYTORI.
SUBSCRIPTION AGREEMENTSubscription Agreement • February 26th, 2007 • Cytori Therapeutics, Inc. • Surgical & medical instruments & apparatus • New York
