COMMON STOCK PURCHASE AGREEMENT

This Common Stock Purchase Agreement (this “ Agreement ”) is dated as of June 19, 2009, 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 7,150,000 shares of 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:

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 Subsequent Closing Date.

“ 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.

“ 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.

“ 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, rights, options, warrants or other instrument that is at any time convertible into or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

“ Company Counsel ” means DLA Piper LLP (US), or other counsel (including in-house counsel) reasonably acceptable to Seaside.

“ DTC ” means the Depository Trust Company.

“ Disclosure Schedules ” means the disclosure schedules of the Company delivered concurrently herewith, as updated by the Company from time to time.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

“ Floor ” shall mean $2.50 (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).

“ 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 June 22, 2009 or such later date when all of the Transaction Documents 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 have been satisfied or waived.

“ Initial Per Share Purchase Price ” shall be an amount equal to 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 one trading day immediately prior to the Initial Closing Date multiplied by 0.87.

“ 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.

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

“ Per Share Purchase Price ” shall be an amount equal to the 10-Day VWAP multiplied by 0.87.

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

“ Person ” means an individual or 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, to the extent that it is deemed an underwriter under the Securities Act, the resale by Seaside in its capacity as an underwriter , of the Shares.

“ Registration Statement ” means the registration statement of the Company, Commission File No. 333-157023, as amended, covering the sale to Seaside, and, to the extent that it is deemed an underwriter under the Securities Act, the resale by Seaside in its capacity as an underwriter, 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 Party ” shall have the meaning ascribed to such term in Section 4.6.

“ 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 sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis).

“ 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 July 6, 2009 and ending on June 7, 2010, 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.

“ 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 Nasdaq Capital Market, the Nasdaq Global Market or the Nasdaq Global Select Market.

“ Transaction Documents ” means this Agreement and any other documents or agreements executed in connection with the transactions contemplated hereunder.

2.1            Initial Closing .  On the Initial Closing Date, Seaside shall purchase from the Company, and the Company shall issue and sell to Seaside, 275,000 Shares at the Initial Per Share Purchase Price.  Upon satisfaction or waiver of the conditions set forth in Sections 2.3, 2.4, 2.5 and 2.6, the Initial Closing shall occur on the Initial Closing Date at the offices of White White & Van Etten PC, 55 Cambridge Parkway, Cambridge, MA 02142, or such other location as the parties shall mutually agree.

2.2            Subsequent Closings .  On each Subsequent Closing Date, Seaside shall purchase from the Company, and the Company shall issue and sell to Seaside, 275,000 Shares (subject to Section 2.6 hereof) at the 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 at the offices of White White & Van Etten PC, 55 Cambridge Parkway, Cambridge, MA 02142, or such other location as the parties shall mutually agree.

2.3            Deliveries by the Company .  On each Closing Date, the Company shall deliver or cause to be delivered to Seaside the following:

(a)         275,000 Shares (subject to Section 2.6 hereof), registered in the name of Seaside, via the DTC DWAC system, as specified on the signature pages hereto;

(b)         an officer’s certificate of the Company’s Chief Executive Officer or Chief Financial Officer, in form reasonably acceptable to Seaside, certifying the accuracy in all material respects (without giving effect to any limitation as to “materiality” or “knowledge” set forth therein) of the Company’s representations and warranties made in this Agreement as of the Closing Date and the Company’s performance of the covenants to be performed by it pursuant to this Agreement at or prior to the Closing;  and

(c)         solely on the Initial Closing Date, a legal opinion of Company Counsel, in the form of Exhibit A 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 Per Share Purchase Price, with respect to the Initial Closing, or the Per Share Purchase Price, with respect to each Subsequent Closing, multiplied by (b) 275,000 (subject to Section 2.6 hereof), 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 pursuant to the last sentence of in Section 5.2 hereof.

(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;

(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 satisfaction of the condition set forth in Section 2.6(a) of this Agreement.

(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:

(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);

(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)           the satisfaction of the condition set forth in Section 2.6(a) of this Agreement;

(v)           there shall have been no Material Adverse Effect with respect to the Company since the date hereof that has not been cured by the Company; and

(vi)           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 10-Day VWAP does not equal or exceed the Floor, as calculated with respect to any Subsequent Closing Date, then such Subsequent Closing will not occur.

(b)           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(b) more than four times during the term of this Agreement.

(c)           In the event that a Subsequent Closing is cancelled pursuant to either Section 2.6(a) or (b) hereof, then the number of shares to be sold by the Company, and purchased by Seaside, at the next Subsequent Closing pursuant to this Agreement will be increased by 275,000 Shares to 550,000 Shares for such Subsequent Closing.  For clarification, if two or more consecutive Subsequent Closings are cancelled pursuant to Section 2.6(a) or (b), the number of shares to be purchased and sold at the next Subsequent Closing will be 550,000 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 (b), 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.

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:

(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 ”).  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 .  The Company and each of 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 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 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 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 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 ”).

(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.  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, to the extent that it is deemed an underwriter under the Securities Act, the resale by Seaside in its capacity as an underwriter, of the Shares has 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 and, to the extent that it is deemed an underwriter under the Securities Act, the resale by Seaside in its capacity as an underwriter, 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 and, to the extent that it is deemed an underwriter under the Securities Act, the resale by Seaside in its capacity as an underwriter, 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 Exc