ContractConvertible Promissory Note • October 19th, 2007 • Millennium Cell Inc • Miscellaneous electrical machinery, equipment & supplies • New York
NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND, TO THE EXTENT REQUIRED, ANY APPLICABLE STATE SECURITIES LAWS OR (B) UPON DELIVERY OF AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE ISSUER THAT AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS IS AVAILABLE.
SECURITIES PURCHASE AND SALE AGREEMENT by and between MILLENNIUM CELL INC. and HORIZON FUEL CELL TECHNOLOGIES PTE. LTD. October 19, 2007Securities Purchase and Sale Agreement • October 19th, 2007 • Millennium Cell Inc • Miscellaneous electrical machinery, equipment & supplies • New York
THIS SECURITIES PURCHASE AND SALE AGREEMENT (this “Agreement”) is made as of October 19, 2007 by and among Millennium Cell Inc., a corporation organized under the laws of the State of Delaware (the “MCEL”), and Horizon Fuel Cell Technologies Pte. Ltd., a company limited by shares organized under the laws of the Republic of Singapore (“Horizon”). Each of MCEL and Horizon also may be referred to herein individually as a “Party” or collectively as the “Parties.”
