MultiCell Technologies, Inc. Common Stock and Warrants to Purchase Common Stock SUBSCRIPTION AGREEMENTSubscription Agreement • February 28th, 2005 • Multicell Technologies Inc. • Surgical & medical instruments & apparatus • California
MultiCell Technologies, Inc., a Delaware corporation (the "Company"), hereby confirms its agreement with the persons and entities set forth on Exhibit "D" hereto and incorporated herein by reference (collectively, the "Purchasers") and Mercator Advisory Group, LLC ("MAG"), as set forth below.
EMPLOYMENT AGREEMENTEmployment Agreement • February 28th, 2005 • Multicell Technologies Inc. • Surgical & medical instruments & apparatus • California
This Employment Agreement (the "Agreement") is made and entered into effective as of February 1, 2005 (the "Effective Date") by and between MultiCell Technologies, Inc., a Delaware corporation (the "Company"), and Stephen Chang, Ph.D., an individual ("Chang"). The Company and Chang may be referred to herein individually as a "Party" or collectively as the "Parties."
DIRECTOR AND CONSULTING AGREEMENTDirector and Consulting Agreement • February 28th, 2005 • Multicell Technologies Inc. • Surgical & medical instruments & apparatus • California
This Director and Consulting Agreement (the "Agreement") is made and entered into as of the Effective Date (as defined in Section 1.1 below) by and between MultiCell Technologies, Inc., a Delaware corporation (the "Company"), and Anthony J. Cataldo, an individual ("Cataldo"). The Company and Cataldo may be referred to herein individually as a "Party" or collectively as the "Parties."
EXHIBIT D to Subscription Agreement REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 28th, 2005 • Multicell Technologies Inc. • Surgical & medical instruments & apparatus • California
AGREEMENT dated as of January ___, 2005, between the entities listed on Exhibit "A" attached hereto and incorporation herein by reference (collectively, the "Subscribers") and MERCATOR ADVISORY GROUP, LLC ("MAG") (the Subscribers and MAG are referred to individually as a "Holder" and collectively as the "Holders"), and MultiCell Technologies, Inc. a Delaware corporation (the "Company").
STANDSTILL AGREEMENTStandstill Agreement • February 28th, 2005 • Multicell Technologies Inc. • Surgical & medical instruments & apparatus • Delaware
AGREEMENT made this [ ] day of January 2005 by and between MultiCell Technologies, Inc., hereinafter referred to as "MULTICELL", and [ ], hereinafter referred to as "HOLDER".
