0001193125-06-100060 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 4th, 2006 • MultiCell Technologies, Inc. • Surgical & medical instruments & apparatus • Illinois

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 3, 2006, by and between MULTICELL TECHNOLOGIES, INC., a Delaware corporation, (the “Company”), and FUSION CAPITAL FUND II, LLC (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Common Stock Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).

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COMMON STOCK PURCHASE AGREEMENT
Common Stock Purchase Agreement • May 4th, 2006 • MultiCell Technologies, Inc. • Surgical & medical instruments & apparatus • Illinois

COMMON STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of May 3, 2006, by and between MULTICELL TECHNOLOGIES, INC., a Delaware corporation (the “Company”), and FUSION CAPITAL FUND II, LLC, an Illinois limited liability company (the “Buyer”). Capitalized terms used herein and not otherwise defined herein are defined in Section 10 hereof.

MULTICELL TECHNOLOGIES, INC. COMMON STOCK PURCHASE WARRANT FOR 1,572,327 SHARES
Warrant Agreement • May 4th, 2006 • MultiCell Technologies, Inc. • Surgical & medical instruments & apparatus • Illinois

This Warrant is issued in connection with and pursuant to that certain Common Stock Purchase Agreement (the “Purchase Agreement”) dated as of May 3, 2006, by and between MULTICELL TECHNOLOGIES, INC., a Delaware corporation (the “Company”) and FUSION CAPITAL FUND II, LLC, the registered holder hereof, or its assigns (the “Holder”).

MultiCell Enters into $25 Million Common Stock Purchase Agreement
Common Stock Purchase Agreement • May 4th, 2006 • MultiCell Technologies, Inc. • Surgical & medical instruments & apparatus

SAN DIEGO – (BUSINESS WIRE) – May 4, 2006 – MultiCell Technologies, Inc. (OTCBB: MCET - News), a developer of therapeutics for the treatment of degenerative neurological disease, metabolic and endocrine disorders, and infectious disease, has entered into a common stock purchase agreement with Fusion Capital Fund II, LLC, a Chicago based institutional investor, whereby Fusion Capital shall buy up to $25 million of the Company’s common stock. These funds are expected to be used for general corporate purposes including the advancement of MCT-125 in a pivotal Phase IIb/III clinical trial for the treatment of fatigue in Multiple Sclerosis.

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