EMPLOYMENT AGREEMENTEmployment Agreement • January 8th, 2007 • Millennium Cell Inc • Miscellaneous electrical machinery, equipment & supplies • New York
Employment Agreement dated as of December 29, 2006 (this “Agreement”), by and between Gecko Energy Technologies, LLC, a Delaware limited liability company formerly known as M.C.E. Venture, L.L.C. (the “Company”), and Ronald J. Kelley, an individual residing in the State of New Jersey (“Executive”).
TARGET TERMINATION AGREEMENTTarget Termination Agreement • January 8th, 2007 • Millennium Cell Inc • Miscellaneous electrical machinery, equipment & supplies • New York
This Target Termination Agreement (this Agreement”) is entered into as of December 29, 2006 by and among Millennium Cell Inc., a Delaware corporation (“MCEL”), Gecko Energy Technologies, Inc., a Delaware corporation (“Gecko”), Ronald J. Kelley, an individual residing in the State of New Jersey (“RJK”), and Steven D. Pratt, an individual residing in the State of New Jersey (“SDP”). Each of MCEL, Gecko, RJK and SDP is referred to herein as a “Party” and, collectively, the “Parties.”
AGREEMENT AND PLAN OF MERGERMerger Agreement • January 8th, 2007 • Millennium Cell Inc • Miscellaneous electrical machinery, equipment & supplies • Delaware
THIS AGREEMENT AND PLAN OF MERGER dated as of December 29, 2006 (this “Agreement”), by and among Millennium Cell Inc., a Delaware corporation (“Parent”), M.C.E. Venture L.L.C., a Delaware limited liability company and wholly-owned subsidiary of the Parent (“Merger Sub”), and Gecko Energy Technologies, Inc., a Delaware corporation (“Target”), Ronald J. Kelley and Steven D. Pratt (each, a “Selling Stockholder” and together, the “Selling Stockholders”).
IP ASSIGNMENT AGREEMENTIp Assignment Agreement • January 8th, 2007 • Millennium Cell Inc • Miscellaneous electrical machinery, equipment & supplies
For consideration received, and pursuant to Section 6.2(i) of the AGREEMENT AND PLAN OF MERGER executed on December 29, 2006 between Millennium Cell Inc. (“MCEL” or “Parent”), a Delaware corporation having an office at Industrial Way West, Eatontown, New Jersey 07724, M.C.E. Venture L.L.C., a Delaware limited liability company and wholly-owned subsidiary of Parent (“Assignee”), and Gecko Energy Technologies, Inc., a Delaware corporation (the “Target”), Ronald J. Kelley and Steven D. Pratt (each, a “Selling Stockholder” and together, the “Selling Stockholders”) (Target and Selling Stockholders collectively referred to herein as “Assignor”), Assignor hereby sells, assigns and transfers to Assignee and its successors, assigns and legal representatives, Assignor’s entire right, title and interest in and to the following intellectual property:
CONSULTING TERMINATION AGREEMENTConsulting Termination Agreement • January 8th, 2007 • Millennium Cell Inc • Miscellaneous electrical machinery, equipment & supplies • New York
This Consulting Termination Agreement (this Agreement”) is entered into as of December 29, 2006 by and among Millennium Cell Inc., a Delaware corporation (“MCEL”), Ronald J. Kelley, an individual residing in the State of New Jersey (“RJK”), and Steven D. Pratt, an individual residing in the State of New Jersey (“SDP”). Each of MCEL, RJK and SDP is referred to herein as a “Party” and, collectively, the “Parties.”
