NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER...Securities Agreement • March 17th, 2003 • Millennium Cell Inc • Miscellaneous electrical machinery, equipment & supplies
Millennium Cell Inc., a Delaware corporation (the "Company"), hereby certifies that, for value received, ZLP Master Technology Fund, Ltd. or its registered assigns (the "Holder"), is entitled to purchase from the Company up to a total of 73,599 shares of common stock, $.001 par value per share (the "Common Stock"), of the Company (each such share, a "Warrant Share" and all such shares, the "Warrant Shares") at an exercise price (as adjusted from time to time as provided in Section 9, the "Exercise Price") per Warrant Share equal to $2.32, at any time and from time to time from and after the date hereof and through and including the fifth year anniversary of the date hereof (the "Expiration Date"), and subject to the following terms and conditions:
MILLENNIUM CELL INC. UNSECURED CONVERTIBLE DEBENTURE DUE ON JUNE 26, 2003Debenture Agreement • March 17th, 2003 • Millennium Cell Inc • Miscellaneous electrical machinery, equipment & supplies
THIS DEBENTURE is one of a series of duly authorized and issued debentures of Millennium Cell Inc., a corporation organized under the laws of the state of Delaware (the "Company"), designated as its Unsecured Convertible Debentures, due on June 26, 2003 in the aggregate principal amount of Three Million Five Hundred Thousand Dollars ($3,500,000) (collectively, the "Unsecured Debentures").
SECURITY AGREEMENTSecurity Agreement • March 17th, 2003 • Millennium Cell Inc • Miscellaneous electrical machinery, equipment & supplies
For value received and to secure payment and performance of any and all obligations of Debtor (also referred to herein as "Borrower") to Bank under the Application and Agreement for Irrevocable Standby Letter of Credit pursuant to which Debtor has requested Bank issue a letter of credit in the face amount of $2,400,000 for the benefit of Ballard Power Systems, Inc. ("Ballard"), however created, arising or evidenced, whether direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, and all costs and expenses incurred by Bank to obtain, preserve, perfect and enforce the security interest granted herein and to maintain, preserve and collect the property subject to the security interest (collectively, "Obligations"), Debtor hereby grants to Bank a continuing security interest in and lien upon, and for security purposes assigns and transfers to Bank until all of the Obligations are repaid in full, the following described property, whether now owned or hereaf
CONTINUING LETTER OF CREDIT AGREEMENT (Ballard)Continuing Letter of Credit Agreement • March 17th, 2003 • Millennium Cell Inc • Miscellaneous electrical machinery, equipment & supplies
In consideration of the Bank (as defined below) in its discretion issuing from time to time letters of credit whether documentary or standby and all amendments thereto (hereinafter each individually, and all collectively called the “Credit”) substantially in accordance with an Application (as defined below) for a Credit tendered to the Bank, Millennium Cell Inc. (hereinafter, individually and collectively, the “Applicant”) agrees:
MILLENNIUM CELL INC. CLOSING WARRANTSecurities Agreement • March 17th, 2003 • Millennium Cell Inc • Miscellaneous electrical machinery, equipment & supplies
Millennium Cell Inc., a Delaware corporation (the "Company"), hereby certifies that, for value received, Pine Ridge Financial, Inc. or its registered assigns (the "Holder"), is entitled to purchase from the Company up to a total of 73,599 shares of common stock, $.001 par value per share (the "Common Stock"), of the Company (each such share, a "Warrant Share" and all such shares, the "Warrant Shares") at an exercise price (as adjusted from time to time as provided in Section 9, the "Exercise Price") per Warrant Share equal to $2.32, at any time and from time to time from and after the date hereof and through and including the fifth year anniversary of the date hereof (the "Expiration Date"), and subject to the following terms and conditions:
MILLENNIUM CELL INC. SECURED CONVERTIBLE DEBENTURE DUE ON THE THIRD YEAR ANNIVERSARY OF THE ORIGINAL ISSUE DATEDebenture Agreement • March 17th, 2003 • Millennium Cell Inc • Miscellaneous electrical machinery, equipment & supplies
THIS DEBENTURE is one of a series of duly authorized and issued debentures of Millennium Cell Inc., a corporation organized under the laws of the state of Delaware (the "Company"), designated as its Secured Convertible Debentures, due on the third year anniversary of the Original Issue Date (as defined herein) in the aggregate principal amount of Eight Million Five Hundred Thousand Dollars ($8,500,000) (collectively, the "Secured Debentures").
ContractEmployment Agreement • March 17th, 2003 • Millennium Cell Inc • Miscellaneous electrical machinery, equipment & supplies • New Jersey
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement), made and entered into as of January 1, 2002, between Millennium Cell Inc., a Delaware corporation, with its principal office located at One Industrial Way West, Eatontown, New Jersey 07724 (together with its successors and assigns permitted under this Agreement) ("Millennium Cell"), and Stephen S. Tang ("Tang"), whose address is 2355 Spyglass Hill, Center Valley, Pennsylvania 18034.
SEVERANCE, RELEASE AND CONSULTING AGREEMENTSeverance Agreement • March 17th, 2003 • Millennium Cell Inc • Miscellaneous electrical machinery, equipment & supplies • New Jersey
THIS SEVERANCE, RELEASE AND CONSULTING AGREEMENT (this "Release") is made by and between Norman "Chip" Harpster, Jr. (hereinafter "Employee", "You" and "Your") and Millennium Cell Inc. (hereinafter "Millennium"), for the purpose of amicably and fully resolving any and all claims, disputes and issues arising out of Employee's employment with Millennium and the termination of that employment.
