0001188112-11-001347 Sample Contracts

Joint Filing Agreements and Powers of Attorney
Cryo Cell International Inc • May 10th, 2011 • Services-services, nec

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par value $.01 per share, of CRYO-CELL International, Inc., and that this Agreement be included as an Exhibit to such joint filing. The undersigned hereby authorize David Portnoy to sign the statement on Schedule 13D, and/or any amendment thereto, and file it with the Securities and Exchange Commission on their behalf. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.

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Form of Voting and Expense Sharing Agreement VOTING AND EXPENSE SHARING AGREEMENT
Voting and Expense Sharing Agreement • May 10th, 2011 • Cryo Cell International Inc • Services-services, nec • Florida

WHEREAS, David I. Portnoy and certain other individuals (collectively, the “Portnoy Group”) intend to prepare proxy solicitation materials that will be filed with the Securities and Exchange Commission and distributed to the stockholders of Cryo-Cell International, Inc. (the Company”) in connection with the Company’s 2011 annual meeting of stockholders at which annual meeting the Portnoy Group will propose a slate of nominees for election as directors of the Company (the “Portnoy Nominees”).

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