0001193125-06-203633 Sample Contracts

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 5th, 2006 • MultiCell Technologies, Inc. • Surgical & medical instruments & apparatus • Illinois

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 5, 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”). This Agreement amends and restates the Registration Rights Agreement between the Company and the Buyer dated as of May 3, 2006. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Amended and Restated 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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AMENDED AND RESTATED COMMON STOCK PURCHASE AGREEMENT
Common Stock Purchase Agreement • October 5th, 2006 • MultiCell Technologies, Inc. • Surgical & medical instruments & apparatus • Illinois

AMENDED AND RESTATED COMMON STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of October 5, 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”). This Agreement amends and restates the Common Stock Purchase Agreement between the Company and the Buyer dated as of May 3, 2006. Capitalized terms used herein and not otherwise defined herein are defined in Section 10 hereof.

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