REGISTRATION
      RIGHTS AGREEMENT

    


    This
      Registration Rights Agreement (the “Agreement”) is made and entered into as of
      this ___ day of _________, 200_, by and among Micromem Technologies, Inc.,
      an
      Ontario Canada corporation (the “Company”), and the investors set forth on the
      signature pages hereto (the “Investors”).

    


    The
      parties hereby agree as follows:

    


    1. Certain
      Definitions.

    


    As
      used
      in this Agreement, the following terms shall have the following
      meanings:

    


    “Affiliate”
means,
      with respect to any person, any other person which directly or indirectly
      controls, is controlled by, or is under common control with, such
      person.

    


    “Business
      Day”
means
      a
      day, other than a Saturday or Sunday, on which banks in Ontario, Canada are
      open
      for the general transaction of business.

    


    “Common
      Stock”
shall
      mean the Company’s common stock, without par value, and any securities into
      which such shares may hereinafter be reclassified.

    


    “Investors”
shall
      mean the Investors and any Affiliate or permitted transferee of any Investor
      who
      is a subsequent holder of any Warrants or Registrable Securities.

    


    “Prospectus”
shall
      mean the prospectus included in any Registration Statement, as amended or
      supplemented by any prospectus supplement, with respect to the terms of the
      offering of any portion of the Registrable Securities covered by such
      Registration Statement and by all other amendments and supplements to the
      prospectus, including post-effective amendments and all material incorporated
      by
      reference in such prospectus.

    


    “Purchase
      Agreements”
shall
      mean the purchase and subscription agreements entered into among the Company
      and
      the Investors.

    


    “Register,”
      “registered”
and
      “registration”
refer
      to a registration made by preparing and filing a Registration Statement or
      similar document in compliance with the 1933 Act (as defined below), and the
      declaration or ordering of effectiveness of such Registration Statement or
      document.

    


    “Registrable
      Securities”
shall
      mean the Shares issued pursuant to the Purchase Agreements as well as all of
      the
      Shares issuable (i) upon the exercise of the Warrants if any, and (ii) any
      other
      securities issued or issuable with respect to or in exchange for Registrable
      Securities or otherwise purchased under the Purchase Agreements; provided,
      that,
      a security shall cease to be a Registrable Security upon (A) sale pursuant
      to a
      Registration Statement or Rule 144 under the 1933 Act, or (B) such security
      becoming eligible for sale by the Investors pursuant to Rule
      144(k).

    


    “Registration
      Statement”
shall
      mean any registration statement of the Company filed under the 1933 Act that
      covers the resale of any of the Registrable Securities pursuant to the
      provisions of this Agreement, amendments and supplements to such Registration
      Statement, including post-effective amendments, all exhibits and all material
      incorporated by reference in such Registration Statement.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    “Required
      Investors”
means
      the Investors holding a majority of the Registrable Securities.

    


    “SEC”
means
      the U.S. Securities and Exchange Commission.

    


    “Shares”
means
      the shares of Common Stock issued pursuant to the Purchase
      Agreements.

    


    “1933
      Act”
means
      the Securities Act of 1933, as amended, and the rules and regulations
      promulgated thereunder.

    


    “1934
      Act”
means
      the Securities Exchange Act of 1934, as amended, and the rules and regulations
      promulgated thereunder.

    


    “Warrants”
means,
      any and all warrants issued to Investors pursuant to the Purchase Agreements
      to
      purchase shares of Common Stock, including further warrants issued upon the
      exercise of other Warrants. 

    


    “Warrant
      Shares”
means
      the Shares issuable upon the exercise of the Warrants.


    
      2. Registration.

      


      (a)  Registration
        Statements.
        Promptly following the closing of the purchase and sale of the securities
        contemplated by the Purchase Agreements (the “Closing Date”), the Company shall
        prepare and file with the SEC one Registration Statement on Form F-1 or on
        such
        other available form, covering the resale of the Registrable Securities in
        an
        amount at least equal to the number of Shares plus the number of shares of
        Common Stock necessary to permit the exercise in full of the Warrants. Such
        Registration Statement shall include the plan of distribution attached hereto
        as
Exhibit
        A.
        Such
        Registration Statement also shall cover, to the extent allowable under the
        1933
        Act and the rules promulgated thereunder (including Rule 416), such
        indeterminate number of additional shares of Common Stock resulting from
        stock
        splits, stock dividends or similar transactions with respect to the Registrable
        Securities. The Company shall include in the Registration Statement only
        the
        Registrable Securities and those securities set forth in Schedule
        2(a)
        annexed
        hereto. The Registration Statement (and each amendment or supplement thereto,
        and each request for acceleration of effectiveness thereof) shall be provided
        in
        accordance with Section 3(c) to the Investors and their counsel prior to
        its
        filing or other submission. 

      


      (b)  Expenses.
        The
        Company will pay all expenses associated with each registration, including
        filing and printing fees, the Company’s counsel and accounting fees and
        expenses, costs associated with clearing the Registrable Securities for sale
        under applicable state securities laws, listing fees and the Investors’
reasonable expenses in connection with the registration, but excluding fees
        and
        expenses of counsel to the Investors, discounts, commissions, fees of
        underwriters, selling brokers, dealer managers or similar securities industry
        professionals with respect to the Registrable Securities being
        sold.

      


      
        
           

        

        
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      (c)  Effectiveness.

      


      (i) The
        Company shall use commercially reasonable efforts to have the Registration
        Statement declared effective as soon as practicable. The Company shall notify
        the Investors by facsimile or e-mail as promptly as practicable, and in any
        event, within twenty-four (24) hours, after any Registration Statement is
        declared effective and shall simultaneously provide the Investors with copies
        of
        any related Prospectus to be used in connection with the sale or other
        disposition of the securities covered thereby. 

      


      (ii) For
        not
        more than twenty (20) consecutive days or for a total of not more than
        forty-five (45) days in any twelve (12) month period, the Company may delay
        the
        disclosure of material non-public information concerning the Company, by
        suspending the use of any Prospectus included in any registration contemplated
        by this Section containing such information, the disclosure of which at the
        time
        is not, in the good faith opinion of the Company, in the best interests of
        the
        Company (an “Allowed Delay”); provided, that the Company shall promptly (a)
        notify the Investors in writing of the existence of (but in no event, without
        the prior written consent of an Investor, shall the Company disclose to such
        Investor any of the facts or circumstances regarding) material non-public
        information giving rise to an Allowed Delay, (b) advise the Investors in
        writing
        to cease all sales under the Registration Statement until the end of the
        Allowed
        Delay and (c) use commercially reasonable efforts to terminate an Allowed
        Delay
        as promptly as practicable.

      


      (d)  Underwritten
        Offering.
        If any
        offering pursuant to a Registration Statement pursuant to Section 2(a) hereof
        involves an underwritten offering, the Company shall have the right to select
        an
        investment banker and manager to administer the offering, which investment
        banker or manager shall be reasonably satisfactory to the Required
        Investors.

      


      3. Company
        Obligations.
        The
        Company will use commercially reasonable efforts to effect the registration
        of
        the Registrable Securities in accordance with the terms hereof, and pursuant
        thereto the Company will, as expeditiously as possible:

      


      (a)  use
        commercially reasonable efforts to cause such Registration Statement to become
        effective and to remain continuously effective for a period that will terminate
        upon the earliest of (i) two years from the initial effectiveness date of
        the
        Registration Statement, (ii) the date on which all Registrable Securities
        covered by such Registration Statement as amended from time to time, have
        been
        sold, and (iii) the date on which all Registrable Securities covered by such
        Registration Statement may be sold pursuant to Rule 144(k) (the “Effectiveness
        Period”) and advise the Investors in writing when the Effectiveness Period has
        expired;

      


      (b)  prepare
        and file with the SEC such amendments and post-effective amendments to the
        Registration Statement and the Prospectus as may be necessary to keep the
        Registration Statement effective for the period specified in Section 3(a)
        and to
        comply with the provisions of the 1933 Act and the 1934 Act with respect
        to the
        distribution of all of the Registrable Securities covered thereby;

      


      (c)  provide
        copies to and permit counsel designated by the Investors to review each
        Registration Statement and all amendments and supplements thereto no fewer
        than
        seven (7) days prior to their filing with the SEC and not file any document
        to
        which such counsel reasonably objects;

      


      
        
           

        

        
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      (d)  furnish
        to the Investors and their legal counsel (i) promptly after the same is prepared
        and publicly distributed, filed with the SEC, or received by the Company
        (but
        not later than two (2) Business Days after the filing date, receipt date
        or
        sending date, as the case may be) one (1) copy of any Registration Statement
        and
        any amendment thereto, each preliminary prospectus and Prospectus and each
        amendment or supplement thereto, and each letter written by or on behalf
        of the
        Company to the SEC or the staff of the SEC, and each item of correspondence
        from
        the SEC or the staff of the SEC, in each case relating to such Registration
        Statement (other than any portion of any thereof which contains information
        for
        which the Company has sought confidential treatment), and (ii) such number
        of
        copies of a Prospectus, including a preliminary prospectus, and all amendments
        and supplements thereto and such other documents as each Investor may reasonably
        request in order to facilitate the disposition of the Registrable Securities
        owned by such Investor that are covered by the related Registration
        Statement;

      


      (e)  in
        the
        event the Company selects an underwriter for the offering, the Company shall
        enter into and perform its reasonable obligations under an underwriting
        agreement, in usual and customary form, including, without limitation, customary
        indemnification and contribution obligations, with the underwriter of such
        offering; 

      


      (f)  if
        required by the underwriter, or if any Investor is described in the Registration
        Statement as an underwriter, the Company shall furnish, on the effective
        date of
        the Registration Statement (except with respect to clause (i) below) and
        on the
        date that Registrable Securities are delivered to an underwriter, if any,
        for
        sale in connection with the Registration Statement (including any Investor
        deemed to be an underwriter), (i) (A) in the case of an underwritten offering,
        an opinion, dated as of the closing date of the sale of Registrable Securities
        to the underwriters, from independent legal counsel representing the Company
        for
        purposes of such Registration Statement, in form, scope and substance as
        is
        customarily given in an underwritten public offering, addressed to the
        underwriters and the Investors participating in such underwritten offering
        or
        (B) in the case of an “at the market” offering, an opinion, dated as of or
        promptly after the effective date of the Registration Statement to the
        Investors, from independent legal counsel representing the Company for purposes
        of such Registration Statement, in form, scope and substance as is customarily
        given in a public offering, addressed to the Investors, and (ii) a letter,
        dated
        as of the effective date of such Registration Statement and confirmed as
        of the
        applicable dates described above, from the Company’s independent certified
        public accountants in form and substance as is customarily given by independent
        certified public accountants to underwriters in an underwritten public offering,
        addressed to the underwriters (including any Investor deemed to be an
        underwriter);

      


      (g)  use
        commercially reasonable efforts to (i) prevent the issuance of any stop order
        or
        other suspension of effectiveness and, (ii) if such order is issued, obtain
        the
        withdrawal of any such order at the earliest possible moment;

      


      (h)  prior
        to
        any public offering of Registrable Securities, use commercially reasonable
        efforts to register or qualify or cooperate with the Investors and their
        counsel
        in connection with the registration or qualification of such Registrable
        Securities for offer and sale under the securities or blue sky laws of such
        jurisdictions requested by the Investors and do any and all other commercially
        reasonable acts or things necessary or advisable to enable the distribution
        in
        such jurisdictions of the Registrable Securities covered by the Registration
        Statement;
        provided, however, that the Company shall not be required in connection
        therewith or as a condition thereto to (i) qualify to do business in any
        jurisdiction where it would not otherwise be required to qualify but for
        this
        Section 3(h), (ii) subject itself to general taxation in any jurisdiction
        where
        it would not otherwise be so subject but for this Section 3(h), or (iii)
        file a
        general consent to service of process in any such jurisdiction;

      


      
        
           

        

        
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      (i)  use
        commercially reasonable efforts to cause all Registrable Securities covered
        by a
        Registration Statement to be listed on each securities exchange, interdealer
        quotation system or other market on which similar securities issued by the
        Company are then listed;

      


      (j)  immediately
        notify the Investors, at any time when a Prospectus relating to Registrable
        Securities is required to be delivered under the 1933 Act, upon discovery
        that,
        or upon the happening of any event as a result of which, the Prospectus included
        in a Registration Statement, as then in effect, includes an untrue statement
        of
        a material fact or omits to state any material fact required to be stated
        therein or necessary to make the statements therein not misleading in light
        of
        the circumstances then existing, and at the request of any such holder, promptly
        prepare and furnish to such holder a reasonable number of copies of a supplement
        to or an amendment of such Prospectus as may be necessary so that, as thereafter
        delivered to the purchasers of such Registrable Securities, such Prospectus
        shall not include an untrue statement of a material fact or omit to state
        a
        material fact required to be stated therein or necessary to make the statements
        therein not misleading in light of the circumstances then existing;
        and

      


      (k)  otherwise
        use commercially reasonable efforts to comply with all applicable rules and
        regulations of the SEC under the 1933 Act and the 1934 Act, take such other
        actions as may be reasonably necessary to facilitate the registration of
        the
        Registrable Securities hereunder; and make available to its security holders,
        as
        soon as reasonably practicable, but not later than the Availability Date
        (as
        defined below), an earnings statement covering a period of at least twelve
        (12)
        months, beginning after the effective date of each Registration Statement,
        which
        earnings statement shall satisfy the provisions of Section 11(a) of the 1933
        Act, including Rule 158 promulgated thereunder (for the purpose of this
        subsection 3(k), “Availability Date” means the 45th day following the end of the
        fourth fiscal quarter that includes the effective date of such Registration
        Statement, except that, if such fourth fiscal quarter is the last quarter
        of the
        Company’s fiscal year, “Availability Date” means the 90th day after the end of
        such fourth fiscal quarter).

      


      (l)  With
        a
        view to making available to the Investors the benefits of Rule 144 (or its
        successor rule) and any other rule or regulation of the SEC that may at any
        time
        permit the Investors to sell shares of Common Stock to the public without
        registration, the Company covenants and agrees to: (i) make and keep public
        information available, as those terms are understood and defined in Rule
        144,
        until the earlier of (A) six months after such date as all of the Registrable
        Securities may be resold pursuant to Rule 144(k) or any other rule of similar
        effect or (B) such date as all of the Registrable Securities shall have been
        resold; (ii) file with the SEC in a timely manner all reports and other
        documents required of the Company under the 1934 Act; and (iii) furnish to
        each
        Investor upon request, as long as such Investor owns any Registrable Securities,
        (A) a written statement by the Company that it has complied with the reporting
        requirements of the 1934 Act, (B) a copy of the Company’s most recent Annual
        Report on Form 20-F or Reports on Form 6-K, and (C) such other information
        as
        may be reasonably requested in order to avail such Investor of any rule or
        regulation of the SEC that permits the selling of any such Registrable
        Securities without registration.

      


      
        
           

        

        
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      4. Due
        Diligence Review; Information.
        The
        Company shall make available, during normal business hours, for inspection
        and
        review by the Investors, advisors to and representatives of the Investors
        (who
        may or may not be affiliated with the Investors and who are reasonably
        acceptable to the Company), any underwriter participating in any disposition
        of
        shares of Common Stock on behalf of the Investors pursuant to a Registration
        Statement or amendments or supplements thereto or any blue sky, NASD or other
        filing, all financial and other records, all SEC Filings (as defined in the
        Purchase Agreement) and other filings with the SEC, and all other corporate
        documents and properties of the Company as may be reasonably necessary for
        the
        purpose of such review, and cause the Company’s officers, directors and
        employees, within a reasonable time period, to supply all such information
        reasonably requested by the Investors or any such representative, advisor
        or
        underwriter in connection with such Registration Statement (including, without
        limitation, in response to all questions and other inquiries reasonably made
        or
        submitted by any of them), prior to and from time to time after the filing
        and
        effectiveness of the Registration Statement for the sole purpose of enabling
        the
        Investors and such representatives, advisors and underwriters and their
        respective accountants and attorneys to conduct initial and ongoing due
        diligence with respect to the Company and the accuracy of such Registration
        Statement.

      


      The
        Company shall not disclose material nonpublic information to the Investors,
        or
        to advisors to or representatives of the Investors, unless prior to disclosure
        of such information the Company identifies such information as being material
        nonpublic information and provides the Investors, such advisors and
        representatives with the opportunity to accept or refuse to accept such material
        nonpublic information for review and any Investor wishing to obtain such
        information enters into an appropriate confidentiality agreement with the
        Company with respect thereto.

      


      5. Obligations
        of the Investors.

      


      (a)  Each
        Investor shall furnish in writing to the Company such information regarding
        itself, the Registrable Securities held by it and the intended method of
        disposition of the Registrable Securities held by it, as shall be reasonably
        required to effect the registration of such Registrable Securities and shall
        execute such documents in connection with such registration as the Company
        may
        reasonably request. At least five (5) Business Days prior to the first
        anticipated filing date of any Registration Statement, the Company shall
        notify
        each Investor of the information the Company requires from such Investor
        if such
        Investor elects to have any of the Registrable Securities included in the
        Registration Statement. An Investor shall provide such information to the
        Company at least two (2) Business Days prior to the first anticipated filing
        date of such Registration Statement if such Investor elects to have any of
        the
        Registrable Securities included in the Registration Statement.

      


      (b)  Each
        Investor, by its acceptance of the Registrable Securities agrees to cooperate
        with the Company as reasonably requested by the Company in connection with
        the
        preparation and filing of a Registration Statement hereunder, unless such
        Investor has notified the Company in writing of its election to exclude all
        of
        its Registrable Securities from such Registration Statement.

      


      (c)  In
        the
        event the Company, at the request of the Investors, determines to engage
        the
        services of an underwriter, such Investor agrees to enter into and perform
        its
        obligations under an underwriting agreement, in usual and customary form,
        including, without limitation, customary indemnification and contribution
        obligations, with the managing underwriter of such offering and take such
        other
        actions as are reasonably required in order to expedite or facilitate the
        dispositions of the Registrable Securities.

      


      
        
           

        

        
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      (d)  Each
        Investor agrees that, upon receipt of any notice from the Company of either
        (i)
        the commencement of an Allowed Delay pursuant to Section 2(c)(ii) or (ii)
        the
        happening of an event pursuant to Section 3(j) hereof, such Investor will
        immediately discontinue disposition of Registrable Securities pursuant to
        the
        Registration Statement covering such Registrable Securities, until the
        Investor’s receipt of the copies of the supplemented or amended prospectus filed
        with the SEC and until any related post-effective amendment is declared
        effective and, if so directed by the Company, the Investor shall deliver
        to the
        Company (at the expense of the Company) or destroy (and deliver to the Company
        a
        certificate of destruction) all copies in the Investor’s possession of the
        Prospectus covering the Registrable Securities current at the time of receipt
        of
        such notice.

      


      (e)  No
        Investor may participate in any third party underwritten registration hereunder
        unless it (i) agrees to sell the Registrable Securities on the basis provided
        in
        any underwriting arrangements in usual and customary form entered into by
        the
        Company, (ii) completes and executes all questionnaires, powers of attorney,
        indemnities, underwriting agreements and other documents reasonably required
        under the terms of such underwriting arrangements, and (iii) agrees to pay
        its
        pro rata share of all underwriting discounts and commissions. Notwithstanding
        the foregoing, no Investor shall be required to make any representations
        to such
        underwriter, other than those with respect to itself and the Registrable
        Securities owned by it, including its right to sell the Registrable Securities,
        and any indemnification in favor of the underwriter by the Investors shall
        be
        several and not joint and limited in the case of any Investor, to the proceeds
        received by such Investor from the sale of its Registrable Securities. The
        scope
        of any such indemnification in favor of an underwriter shall be limited to
        the
        same extent as the indemnity provided in Section 6(b) hereof.

      


      6. Indemnification.

      


      (a)  Indemnification
        by the Company.
        The
        Company will indemnify and hold harmless each Investor and its officers,
        directors, members, employees and agents, successors and assigns, and each
        other
        person, if any, who controls such Investor within the meaning of the 1933
        Act,
        against any losses, claims, damages or liabilities, joint or several, to
        which
        they may become subject under the 1933 Act or otherwise, insofar as such
        losses,
        claims, damages or liabilities (or actions in respect thereof) arise out
        of or
        are based upon: (i) any untrue statement or alleged untrue statement of any
        material fact contained in any Registration Statement, any preliminary
        prospectus or final prospectus contained therein, or any amendment or supplement
        thereof; (ii) any blue sky application or other document executed by the
        Company
        specifically for that purpose or based upon written information furnished
        by the
        Company filed in any state or other jurisdiction in order to qualify any
        or all
        of the Registrable Securities under the securities laws thereof (any such
        application, document or information herein called a “Blue
        Sky
        Application”);
        (iii)
        the omission or alleged omission to state therein a material fact required
        to be
        stated therein or necessary to make the statements therein not misleading;
        (iv)
        any violation by the Company or its agents of any rule or regulation promulgated
        under the 1933 Act applicable to the Company or its agents and relating to
        action or inaction required of the Company in connection with such registration;
        or (v) any failure to register or qualify the Registrable Securities included
        in
        any such Registration in any state where the Company or its agents has
        affirmatively undertaken or agreed in writing that the Company will undertake
        such registration or qualification on an Investor’s behalf (the undertaking of
        any underwriter chosen by the Company being attributed to the Company) and
        will
        reimburse such Investor, and each such officer, director or member and each
        such
        controlling person for any legal or other expenses reasonably incurred by
        them
        in connection with investigating or defending any such loss, claim, damage,
        liability or action; provided,
        however,
        that
        the Company will not be liable in any such case if and to the extent that
        any
        such loss, claim, damage or liability arises out of or is based upon an untrue
        statement or alleged untrue statement or omission or alleged omission so
        made in
        conformity with information furnished by such Investor or any such controlling
        person in writing specifically for use in such Registration Statement or
        Prospectus.

      


      
        
           

        

        
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      (b)  Indemnification
        by the Investors.
        In
        connection with any registration pursuant to the terms of this Agreement,
        each
        Investor will furnish to the Company in writing such information as the Company
        reasonably requests concerning the holders of Registrable Securities or the
        proposed manner of distribution for use in connection with any Registration
        Statement or Prospectus and agrees, severally but not jointly, to indemnify
        and
        hold harmless, to the fullest extent permitted by law, the Company, its
        directors, officers, employees, stockholders and each person who controls
        the
        Company (within the meaning of the 1933 Act) against any losses, claims,
        damages, liabilities and expense (including reasonable attorney fees) resulting
        from any untrue statement of a material fact or any omission of a material
        fact
        required to be stated in the Registration Statement or Prospectus or preliminary
        prospectus or amendment or supplement thereto or necessary to make the
        statements therein not misleading, to the extent, but only to the extent
        that
        such untrue statement or omission is contained in any information furnished
        in
        writing by such Investor to the Company specifically for inclusion in such
        Registration Statement or Prospectus or amendment or supplement thereto.
        In no
        event shall the liability of an Investor be greater in amount than the dollar
        amount of the proceeds (net of all expense paid by such Investor in connection
        with any claim relating to this Section 6 and the amount of any damages such
        Investor has otherwise been required to pay by reason of such untrue statement
        or omission) received by such Investor upon the sale of the Registrable
        Securities included in the Registration Statement giving rise to such
        indemnification obligation.

      


      (c)  Conduct
        of Indemnification Proceedings.
        Any
        person entitled to indemnification hereunder shall (i) give prompt notice
        to the
        indemnifying party of any claim with respect to which it seeks indemnification
        and (ii) permit such indemnifying party to assume the defense of such claim
        with
        counsel reasonably satisfactory to the indemnified party; provided
        that any
        person entitled to indemnification hereunder shall have the right to employ
        separate counsel and to participate in the defense of such claim, but the
        fees
        and expenses of such counsel shall be at the expense of such person unless
        (a)
        the indemnifying party has agreed to pay such fees or expenses, or (b) the
        indemnifying party shall have failed to assume the defense of such claim
        and
        employ counsel reasonably satisfactory to such person or (c) in the reasonable
        judgment of any such person, based upon written advice of its counsel, a
        conflict of interest exists between such person and the indemnifying party
        with
        respect to such claims (in which case, if the person notifies the indemnifying
        party in writing that such person elects to employ separate counsel at the
        expense of the indemnifying party, the indemnifying party shall not have
        the
        right to assume the defense of such claim on behalf of such person); and
        provided,
        further,
        that
        the failure of any indemnified party to give notice as provided herein shall
        not
        relieve the indemnifying party of its obligations hereunder, except to the
        extent that such failure to give notice shall materially adversely affect
        the
        indemnifying party in the defense of any such claim or litigation. It is
        understood that the indemnifying party shall not, in connection with any
        proceeding in the same jurisdiction, be liable for fees or expenses of more
        than
        one separate firm of attorneys at any time for all such indemnified parties.
        No
        indemnifying party will, except with the consent of the indemnified party,
        consent to entry of any judgment or enter into any settlement that does not
        include as an unconditional term thereof the giving by the claimant or plaintiff
        to such indemnified party of a release from all liability in respect of such
        claim or litigation.

      


      (d)  Contribution.
        If for
        any reason the indemnification provided for in the preceding paragraphs (a)
        and
        (b) is unavailable to an indemnified party or insufficient to hold it harmless,
        other than as expressly specified therein, then the indemnifying party shall
        contribute to the amount paid or payable by the indemnified party as a result
        of
        such loss, claim, damage or liability in such proportion as is appropriate
        to
        reflect the relative fault of the indemnified party and the indemnifying
        party,
        as well as any other relevant equitable considerations. No person guilty
        of
        fraudulent misrepresentation within the meaning of Section 11(f) of the 1933
        Act
        shall be entitled to contribution from any person not guilty of such fraudulent
        misrepresentation. In no event shall the contribution obligation of a holder
        of
        Registrable Securities be greater in amount than the dollar amount of the
        proceeds (net of all expenses paid by such holder in connection with any
        claim
        relating to this Section 6 and the amount of any damages such holder has
        otherwise been required to pay by reason of such untrue or alleged untrue
        statement or omission or alleged omission) received by it upon the sale of
        the
        Registrable Securities giving rise to such contribution obligation.

      


      
        
           

        

        
          -8-

          
            

          

        

        
           

        

      

      7. Miscellaneous.

      


      (a)  Amendments
        and Waivers.
        This
        Agreement may be amended only by a writing signed by the Company and the
        Investors. The Company may take any action herein prohibited, or omit to
        perform
        any act herein required to be performed by it, only if the Company shall
        have
        obtained the written consent to such amendment, action or omission to act,
        of
        the Investors.

      


      (b)  Notices.
        All
        notices and other communications provided for or permitted hereunder shall
        be
        made as set forth in Section 9.4 of the Purchase Agreement.

      


      (c)  Assignments
        and Transfers by Investors.
        The
        provisions of this Agreement shall be binding upon and inure to the benefit
        of
        the Investors and their respective successors and assigns. An Investor may
        transfer or assign, in whole or from time to time in part, to one or more
        persons its rights hereunder in connection with the transfer of Registrable
        Securities by such Investor to such person, provided that such Investor complies
        with all laws applicable thereto and provides written notice of assignment
        to
        the Company promptly after such assignment is effected.

      


      (d)  Assignments
        and Transfers by the Company.
        This
        Agreement may not be assigned by the Company (whether by operation of law
        or
        otherwise) without the prior written consent of the Investors, provided,
        however, that the Company may assign its rights and delegate its duties
        hereunder to any surviving or successor corporation in connection with a
        merger
        or consolidation of the Company with another corporation, or a sale, transfer
        or
        other disposition of all or substantially all of the Company’s assets to another
        corporation, without the prior written consent of the Investors, after notice
        duly given by the Company to each Investor.

      


      (e)  Benefits
        of the Agreement.
        The
        terms and conditions of this Agreement shall inure to the benefit of and
        be
        binding upon the respective permitted successors and assigns of the parties.
        Nothing in this Agreement, express or implied, is intended to confer upon
        any
        party other than the parties hereto or their respective successors and assigns
        any rights, remedies, obligations, or liabilities under or by reason of this
        Agreement, except as expressly provided in this Agreement.

      


      
        
           

        

        
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      (f)  Counterparts;
        Faxes.
        This
        Agreement may be executed in two or more counterparts, each of which shall
        be
        deemed an original, but all of which together shall constitute one and the
        same
        instrument. This Agreement may also be executed via facsimile, which shall
        be
        deemed an original.

      


      (g)  Titles
        and Subtitles.
        The
        titles and subtitles used in this Agreement are used for convenience only
        and
        are not to be considered in construing or interpreting this
        Agreement.

      


      (h)  Severability.
        Any
        provision of this Agreement that is prohibited or unenforceable in any
        jurisdiction shall, as to such jurisdiction, be ineffective to the extent
        of
        such prohibition or unenforceability without invalidating the remaining
        provisions hereof but shall be interpreted as if it were written so as to
        be
        enforceable to the maximum extent permitted by applicable law, and any such
        prohibition or unenforceability in any jurisdiction shall not invalidate
        or
        render unenforceable such provision in any other jurisdiction. To the extent
        permitted by applicable law, the parties hereby waive any provision of law
        which
        renders any provisions hereof prohibited or unenforceable in any
        respect.

      


      (i)  Further
        Assurances.
        The
        parties shall execute and deliver all such further instruments and documents
        and
        take all such other actions as may reasonably be required to carry out the
        transactions contemplated hereby and to evidence the fulfillment of the
        agreements herein contained.

      


      (j)  Entire
        Agreement.
        This
        Agreement is intended by the parties as a final expression of their agreement
        and intended to be a complete and exclusive statement of the agreement and
        understanding of the parties hereto in respect of the subject matter contained
        herein. This Agreement supersedes all prior agreements and understandings
        between the parties with respect to such subject matter.

      


      (k)  Governing
        Law; Consent to Jurisdiction; Waiver of Jury Trial.
        This
        Agreement shall be governed by, and construed in accordance with, the internal
        laws of the State of New York without regard to the choice of law principles
        thereof. Each of the parties hereto irrevocably submits to the exclusive
        jurisdiction of the courts of the State of New York located in New York County
        and the United States District Court for the Southern District of New York
        for
        the purpose of any suit, action, proceeding or judgment relating to or arising
        out of this Agreement and the transactions contemplated hereby. Service of
        process in connection with any such suit, action or proceeding may be served
        on
        each party hereto anywhere in the world by the same methods as are specified
        for
        the giving of notices under this Agreement. Each of the parties hereto
        irrevocably consents to the jurisdiction of any such court in any such suit,
        action or proceeding and to the laying of venue in such court. Each party
        hereto
        irrevocably waives any objection to the laying of venue of any such suit,
        action
        or proceeding brought in such courts and irrevocably waives any claim that
        any
        such suit, action or proceeding brought in any such court has been brought
        in an
        inconvenient forum. EACH
        OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY
        LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS
        BEEN
        CONSULTED SPECIFICALLY AS TO THIS WAIVER.

      


      
        
           

        

        
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      IN
        WITNESS WHEREOF, the parties have executed this Agreement or caused their
        duly
        authorized officers to execute this Agreement as of the date first above
        written.

       

      
        	 	 	 
	 	MICROMEM TECHNOLOGIES, INC.
	 
 	 
 	 
 
	 	By:  	 
	 	
                
Name:

	 	Title:


      

      


      [INVESTORS’
        SIGNATURE PAGES TO FOLLOW]

      
        
           

        

        
          -11-

          
            

          

        

        
           

        

      

      


      INVESTORS

       

      
        	
                If
                  Entity:

              	ENTITY
                NAME:_______________________
	 	
                 

                 

                
                  By:_____________________________

                  Name:

                  Title:

                

              
	 	 
	
                If
                  Individual:

              	 
	 	 
	 	 
	 	
                _________________________________

                Name:

              


      

      


      
        
           

        

        
          -12-

          
            

          

        

        
           

        

      


      Exhibit
        A

      


      Plan
        of Distribution

      


      The
        selling stockholders, which as used herein includes donees, pledgees,
        transferees or other successors-in-interest selling shares of common stock
        or
        interests in shares of common stock received after the date of this prospectus
        from a selling stockholder as a gift, pledge, partnership distribution or
        other
        transfer, may, from time to time, sell, transfer or otherwise dispose of
        any or
        all of their shares of common stock or interests in shares of common stock
        on
        any stock exchange, market or trading facility on which the shares are traded
        or
        in private transactions. These dispositions may be at fixed prices, at
        prevailing market prices at the time of sale, at prices related to the
        prevailing market price, at varying prices determined at the time of sale,
        or at
        negotiated prices.

      


      The
        selling stockholders may use any one or more of the following methods when
        disposing of shares or interests therein:

      


      -
        ordinary brokerage transactions and transactions in which the broker-dealer
        solicits purchasers;

      


      -
        block
        trades in which the broker-dealer will attempt to sell the shares as agent,
        but
        may position and resell a portion of the block as principal to facilitate
        the
        transaction;

      


      -
        purchases by a broker-dealer as principal and resale by the broker-dealer
        for
        its account;

      


      -
        an
        exchange distribution in accordance with the rules of the applicable
        exchange;

      


      -
        privately negotiated transactions;

      


      -
        short
        sales;

      


      -
        through
        the writing or settlement of options or other hedging transactions, whether
        through an options exchange or otherwise;

      


      -
        broker-dealers may agree with the selling stockholders to sell a specified
        number of such shares at a stipulated price per share;

      


      -
        a
        combination of any such methods of sale; and

      


      -
        any
        other method permitted pursuant to applicable law.

      


      The
        selling stockholders may, from time to time, pledge or grant a security interest
        in some or all of the shares of common stock owned by them and, if they default
        in the performance of their secured obligations, the pledgees or secured
        parties
        may offer and sell the shares of common stock, from time to time, under this
        prospectus, or under an amendment to this prospectus under Rule 424(b)(3)
        or
        other applicable provision of the Securities Act amending the list of selling
        stockholders to include the pledgee, transferee or other successors in interest
        as selling stockholders under this prospectus. The selling stockholders also
        may
        transfer the shares of common stock in other circumstances, in which case
        the
        transferees, pledgees or other successors in interest will be the selling
        beneficial owners for purposes of this prospectus.

      


      
        
           

        

        
          -13-

          
            

          

        

        
           

        

      

      In
        connection with the sale of our common stock or interests therein, the selling
        stockholders may enter into hedging transactions with broker-dealers or other
        financial institutions, which may in turn engage in short sales of the common
        stock in the course of hedging the positions they assume. The selling
        stockholders may also sell shares of our common stock short and deliver these
        securities to close out their short positions, or loan or pledge the common
        stock to broker-dealers that in turn may sell these securities. The selling
        stockholders may also enter into option or other transactions with
        broker-dealers or other financial institutions or the creation of one or
        more
        derivative securities which require the delivery to such broker-dealer or
        other
        financial institution of shares offered by this prospectus, which shares
        such
        broker-dealer or other financial institution may resell pursuant to this
        prospectus (as supplemented or amended to reflect such
        transaction).

      


      The
        aggregate proceeds to the selling stockholders from the sale of the common
        stock
        offered by them will be the purchase price of the common stock less discounts
        or
        commissions, if any. Each of the selling stockholders reserves the right
        to
        accept and, together with their agents from time to time, to reject, in whole
        or
        in part, any proposed purchase of common stock to be made directly or through
        agents. We will not receive any of the proceeds from this offering. Upon
        any
        exercise of the warrants by payment of cash, however, we will receive the
        exercise price of the warrants.

      


      The
        selling stockholders also may resell all or a portion of the shares in open
        market transactions in reliance upon Rule 144 under the Securities Act of
        1933,
        provided that they meet the criteria and conform to the requirements of that
        rule.

      


      The
        selling stockholders and any underwriters, broker-dealers or agents that
        participate in the sale of the common stock or interests therein may be
        "underwriters" within the meaning of Section 2(11) of the Securities Act.
        Any
        discounts, commissions, concessions or profit they earn on any resale of
        the
        shares may be underwriting discounts and commissions under the Securities
        Act.
        Selling stockholders who are "underwriters" within the meaning of Section
        2(11)
        of the Securities Act will be subject to the prospectus delivery requirements
        of
        the Securities Act.

      


      To
        the
        extent required, the shares of our common stock to be sold, the names of
        the
        selling stockholders, the respective purchase prices and public offering
        prices,
        the names of any agents, dealer or underwriter, any applicable commissions
        or
        discounts with respect to a particular offer will be set forth in an
        accompanying prospectus supplement or, if appropriate, a post-effective
        amendment to the registration statement that includes this
        prospectus.

      


      In
        order
        to comply with the securities laws of some states, if applicable, the common
        stock may be sold in these jurisdictions only through registered or licensed
        brokers or dealers. In addition, in some states the common stock may not
        be sold
        unless it has been registered or qualified for sale or an exemption from
        registration or qualification requirements is available and is complied
        with.

      


      We
        have
        advised the selling stockholders that the anti-manipulation rules of Regulation
        M under the Exchange Act may apply to sales of shares in the market and to
        the
        activities of the selling stockholders and their affiliates. In addition,
        we
        will make copies of this prospectus (as it may be supplemented or amended
        from
        time to time) available to the selling stockholders for the purpose of
        satisfying the prospectus delivery requirements of the Securities Act. The
        selling stockholders may indemnify any broker-dealer that participates in
        transactions involving the sale of the shares against certain liabilities,
        including liabilities arising under the Securities Act.

      


      
        
           

        

        
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      We
        have
        agreed to indemnify the selling stockholders against liabilities, including
        liabilities under the Securities Act and state securities laws, relating
        to the
        registration of the shares offered by this prospectus.

      


      We
        have
        agreed with the selling stockholders to keep the registration statement of
        which
        this prospectus constitutes a part effective until the earlier of (1) such
        time
        as all of the shares covered by this prospectus have been disposed of pursuant
        to and in accordance with the registration statement or (2) the date on which
        the shares may be sold pursuant to Rule 144(k) of the Securities
        Act.

      
 

      
        
           

        

        
          -15-