Definitive Additional Materials

Statements wherein the terms “believes”, “intends”, “projects”

or “expects”

as used are intended to reflect “forward-looking

statements”

of the Company.

The information contained herein is subject to various risks,

uncertainties and other factors that could cause actual results to

differ materially from the results anticipated in such forward-

looking statements or paragraphs.

Readers/Audience should carefully review the risk factors

described in other documents the Company files from time to

time with the Securities and Exchange Commission, including

the most recent Annual Report on Form 10-K, Quarterly Reports

on Form 10-Q and any Current Reports on Form 8-K filed by the

Company.

FORWARD-LOOKING STATEMENTS

CCEL

Public since 1991

11.7 million

Approx. 5,000 shareholders

$17.6 million

$35 million

Mercedes Walton, Chairman & CEO

Jill Taymans, VP & Chief Financial Officer

Julie Allickson, PhD, VP Lab Operations

7 members; will be 6 at next annual meeting

Multi-Disciplinary: Hematology/Oncology; Infectious

Disease; Stem Cell Transplant; Clinical Pathology;

Transfusion Medicine; OB/GYN

1989 in Delaware

Oldsmar, FL

28,000 Sq. Ft.

60 Associates

OTC.QB

Shares Outstanding

FY’10 Annual Revenue

Current Market Capitalization

Officers

Board of Directors

Medical & Scientific Advisory Board

Incorporation

Headquarters

PUBLIC COMPANY PROFILE

BUSINESS OVERVIEW

One of the world's largest and most established cord blood stem cell banks

Services

U-Cord

: Collection and cryopreservation of stem cells from

umbilical cord blood

Célle

Collection and preservation of stem cells from menstrual

Cryology

Cryopreservation and transportation coordination of

reproductive tissue

U-Cord

Plus

Cord tissue and cord blood stem cell

cryopreservation

Client Base

Over 235,000 worldwide

Markets Served

United States

Mexico, Central America, South America

India, Thailand, Malaysia, China, Pakistan

Revenue Sources

Service fees for cord blood and menstrual fluid collection and

preservation

Recurring annual storage fees

Licensing fees and royalties from global affiliates

fluid (MenSC)

U.S. CORD BLOOD BANKING MARKET DYNAMICS

(1)

Based on target demographics

(2)

Based on target market. First Call research estimates

Large and

Growing Market

4 million annual births

Target market: 800,000 to 1,000,000 annually

(1)

Low Penetration Rate

Current annual penetration rate: less than 8.0%

(2)

Highly-Fragmented

Approx. 25 competitors (of which two are publicly

traded

–

PKN and CBAI)

3 companies hold 75 -

80% market share

High Barriers to Entry

Increased government regulation

Significant capital investment

High costs of operation

Increasing presence of public cord blood banks

Established Client Base -

Loyal customer base driving repeat business and

client referrals

Expanding Global Presence -

Leveraging turnkey business model

Highly Differentiated Marketing Message -

Potential therapeutic applications

for major diseases increasing interest and value of stem cell banking

Targeted Marketing Initiatives

–

Leveraging highly scalable internet

marketing, call center support and clinical services strategies to target and grow

consumer and professional markets

Product

Diversification

–

Introduced

Célle

service

November

2007.

and

commenced pre-clinical studies of the technology: “Protect Baby, Protect Mom”

Proprietary IP

–

Several MenSC research & development collaborations

underway by strategic alliances/partners utilizing Cryo-Cell’s proprietary

technology

CRYO-CELL GROWTH DRIVERS

U CORD BLOOD AND CÉLLE ARE COMPLEMENTARY

Umbilical Cord Blood

CÉLLE

Therapeutic Use:

Leukemia & Lymphoma,

Blood disorders,

Immune diseases

Currently in Pre-Clinical

trials for Diabetes,

Cardiac disorders,

Urinary incontinence &

Diagnosis of

endometriosis, Wound

healing, Blood vessel

formation, Cell tracking

in a breast cancer

model,

Stroke

Markers Expressed:

CD34, CD45

Adult

MSC

ESC

Markers

Ease of Collection:

Yes

Proliferative Capacity:

Yes, blood

Yes, undifferentiated

Limited Cell Dose:

Yes

RESEARCH & DEVELOPMENT PIPELINE

Partner

Indication

Description

Status

Cryopraxis Cryobiology Ltd

Urinary Incontinence &

Diagnosis of endometriosis

Endometrial Menstrual Stem

Cells (MenSCs)

Pre-clinical

Snyder Wound Research

Institute

Wound healing

Endometrial Menstrual Stem

Cells (MenSCs)

Pre-clinical

EndGenitor Technologies

Blood Vessel Formation

Umbilical cord blood and

endometrial menstrual blood

derived stem cells (MenSCs)

Pre-clinical

University of Miami

Diabetes

Endometrial Menstrual Stem

Cells (MenSCs)

Pre-clinical

Saneron CCEL Therapeutics,

Inc

Stroke

Endometrial Menstrual Stem

Cells (MenSCs)

Pre-clinical

S-Evans Biosciences

Various

Endometrial Menstrual Stem

Cells (MenSCs)

Pre-clinical

Monash University

Multiple Sclerosis

Endometrial Menstrual Stem

Cells (MenSCs)

Pre-clinical

FINANCIAL SUMMARY

2010

2009

2008

FY2007

FY2006

Revenue-processing and storage

$16.1M

$16.3M

$17.3M

$17.5M

$17.2M

Revenue-licensee income

$1.5M

$1.3M

$1.0M

$951K

$927K

Gross Profit

74.5%

74.3%

64.7%

64.2%

66.5%

Net Income (Loss)

$3.4M

$1.6M

($741K)

($5.0M)

($2.8M)

Earnings (Loss)/ Share

$0.29

$0.14

($0.06)

($0.43)

($0.24)

Cash & Equivalents

$9.5M

$8.0M

$4.7M

$4.4M

$8.5M

117%

Revenue

growth,

fiscal

2003

–

2010

Revenue has been flat over the last three years

Economic trends affecting discretionary consumer spending

Public cord blood banking

CRYO-CELL COMPETITIVE ADVANTAGES

Proprietary IP –

Célle Technology Portfolio

Advancing Women’s Healthcare

•

Isolation of the Célle menstrual stem cell offers new therapeutic potential

•

Future Potential Revenues –

Therapeutic Commercialization

Superior Quality Accreditations

•

FDA registered

•

Fully licensed and accredited by AABB (formerly American Association Blood Banks) ; ISO 9001:2000

State-of-the-Art Manufacturing Facility

Certified Current Good Manufacturing/Good Tissue Practice compliant (cGMP/cGTP)

Growing Royalties From Global Affiliates

Latin American Expansion (Mexico, Brazil, Venezuela, Ecuador, Panama, El Salvador, Guatemala,

Honduras, Nicaragua, Chile, Colombia, Peru, Curacao, Aruba, St. Maarten)

Southeast Asia (India, China, Thailand, Pakistan)

Middle East (Dubai, Saudi Arabia, UAI, Kuwait, Bangladesh, Nepal, Sri Lanka, Bhutan, Maldives, Oman)

Europe (Italy, Germany, Spain, UK, Ireland)

Commercial Partnerships

35% equity stake in R&D partner, Saneron CCEL Therapeutics, Inc.

and worldwide marketing rights to any

products developed

Growth Strategy: Looking to the Future

Strategic:

Organic:

•

Global affiliate growth

•

“Next Generation”

services

•

Further diversification of service offering

•

Highly differentiated platform for women’s healthcare

•

R&D platform

•

Geographical expansion

•

Expansion of IP portfolio

•

Technology license opportunities

•

Clinical development

•

M&A opportunities

The Future is Bright

To summarize, Cryo-Cell has:

Over 235,000 clients worldwide

24 global license affiliates

Célle, the world's only menstrual stem cell service

An expansive intellectual property portfolio of proprietary menstrual stem

cell technology

Strategic partnerships with globally renowned stem cell researchers

Unprecedented self-funded research and development business model

Expanded new services including Protect Baby, Protect Mom®

U-Cord

Plus®, P3®, and Cryology Reproductive Tissue Storage®

Ten consecutive quarters of operating profitability and two consecutive

quarters of double-digit unit growth and revenue growth

$9.3

million

cash,

cash

equivalents

and

marketable

securities

and

long-term debt at the end of second quarter 2011

An increase in share price of 194% year-over-year: $3.67 at the end of

second quarter 2011 versus $1.25 at the end of second quarter 2010

THE PORTNOY GROUP

David Portnoy is seeking 5 of 6 director seats

Portnoy is effectively seeking to take control of Cryo-Cell without paying a

control premium to shareholders

Portnoy rejected the Company’s offer of one seat (which is proportionate to

his group’s ownership of Cryo-Cell)

The Portnoy Group does not provide Cryo-Cell or its stockholders with any

plan to add shareholder value

STRONG CORPORATE GOVERNANCE PRINCIPLES

The Company has an annually elected board; all but CEO are independent

Cryo-Cell has an independent lead director

The Audit, Compensation, and Nominating & Governance Committees are

comprised solely of independent directors

The Company does not have a poison pill

Shareholders may act by written consent

OUR NOMINEES

Scott

Christian

than

years

financial

management

experience

with

companies such

as Automatic Data Processing, Ceridian Corporation, Norstan,

Spanlink

Communications

and

XATA,

successively

expanded

roles

from

Senior

Vice

President

Finance

through

Chief

Financial

Officer

the

CEO

level.

Experience in global communications solutions and services and deep

knowledge of financial management.

Andrew J. Filipowski

entrepreneur who has founded several businesses over

the past 25 years. Brings to the Cryo-Cell boardroom the perspective of a large

stockholder (currenlty owns in excess of 5.5% of Cryo-Cell)

OUR NOMINEES

Anthony P. Finch

35 years of experience in cell separation and cryopreservation

of cellular products. Currently serves as Chief Scientific Officer of the Irish National

Blood Centre and National Tissue Typing Reference Laboratory. Has over 20 years

experience in cord blood processing and pioneered the fractionation and isolation of

cord blood

stem

cells

for

small

volume

cryogenic

storage

and

has

developed

large

scale processing in line with current Good Manufacturing Practice (cGMP). Has

established several cord blood stem cell banks in the United States, Europe and

Asia. Brings his wealth of experience and expertise in cord blood stem research,

management, organization and processing. He is a Fellow of both the Academy of

Medical Laboratory Sciences and Institute of Biomedical Sciences, and is a member

of the Cord Blood Stem Cell International Society.

James P. Pellow Ed.D

over 25 years of professional experience and has served

as a director of public companies in various roles, including lead director, chairman

of the governance committee and member of the audit committee. Has significant

corporate governance experience. Serves as CEO and president of the Council on

International Educational Exchange (CIEE). Served as the executive vice president

and chief operating officer of St. John’s University from 1999 until May 2011 and in

various other capacities since 1991. Previously was a certified public accountant

with Coopers & Lybrand and a municipal bond trader with Chapdelaine & Co.

OUR NOMINEES

Anthony Atala, M.D., --

25 years of professional experience and globally recognized

stem cell researcher in the area of regenerative medicine. Current work focuses on

growing new human cells, tissues and organs. Serves as Director of the Wake

Forest Institute for Regenerative Medicine with a team of over 160 physicians and

researchers and is the W.H. Boyce Professor and Chair of the Department of

Urology at Wake Forest University. Works with several journals and serves in

various roles, including Editor-in-Chief of Stem Cells Translational Medicine and

Current Stem Cell Research and Therapy. Has served as a director on several

boards. Currently an NIH “Quantum Grant”

awardee and has published more than

250 journal articles; has applied for or received over 200 national and international

patents.

Mercedes Walton

35 years of corporate management experience with significant

senior

executive

expertise

the

creation

and

implementation

innovative

commercialization strategies for a variety of enterprises including AT&T; Applied

Digital Solutions, Inc. and Digital Angel. Principal inventor on the expansive

intellectual property portfolio of global patent-pending Célle menstrual stem cell

technology applications assigned to the Company. Has served on the board of

directors

five

publicly

traded

companies

the

biotechnology

and

communication

services sectors.

PORTNOY’S NOMINEES

In sharp contrast to the Cryo-Cell Board nominated slate, the Portnoy

Group’s nominees have no relevant indicated experience in the stem cell

preservation industry, business of regenerative science or relevant public

company operating experience. The Portnoy Group consists of a hand-

picked group of individuals who appear to have long-time personal and

business relationships with David Portnoy:

Mark and David Portnoy -- brothers with no known relevant experience

Harold Berger -- an accountant who provides accounting services to Mark

Portnoy and certain entities controlled by Mark Portnoy

George Gaines -- a consultant to entities seeking to structure and raise

capital for private equity funds

Jonathan H. Wheeler, M.D., an OB/GYN

PORTNOY’S SLATE IS NOT QUALIFIED TO SERVE

CRYO-CELL SHAREHOLDERS

Portnoy’s Slate Brings:

No Insight

No Business Plan

No Strategy

No Track Record

No relevant indicated experience in the stem cell preservation industry

No relevant indicated experience in the business of regenerative

science

No relevant public company operating experience


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