0001144204-06-025897 Sample Contracts

To: The Investors Listed on the Attached Distribution List (collectively, the “Investors”)
Micromem Technologies Inc • June 23rd, 2006 • Services-computer programming services

Reference is hereby made to the Subscription Agreements entered into between each of the Investors and Micromem Technologies Inc. (the “Company”), pursuant to which the Investors subscribed for Units (the “Units”) consisting of one common share of the Company (a “Common Share”) and one warrant (a “First Warrant”), each such First Warrant being exercisable for one Common Share and an additional warrant (a “Second Warrant”), and each such Second Warrant being exercisable for one Common Share at any time during the period extending 24 months following date on which the Units were initially issued to each respective Investor. The expiration of the First Warrants is scheduled to occur during December 2005 and January 2006, depending upon each Investor's closing date for the purchase of the Units.

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