0001144204-05-012874 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 26th, 2005 • Millennium Cell Inc • Miscellaneous electrical machinery, equipment & supplies • New York

Fill in the number of shares of Common Stock owned of record and beneficially (see definition) by the Selling Stockholder:

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 26th, 2005 • Millennium Cell Inc • Miscellaneous electrical machinery, equipment & supplies • New York

SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of April 20, 2005, by and among Millennium Cell Inc., a Delaware corporation, with headquarters located at One Industrial Way West, Eatontown, New Jersey 07724 (the "Company"), and the investors listed on the Schedule of Buyers attached hereto (individually, a "Buyer" and collectively, the "Buyers").

ACCOUNT CONTROL AGREEMENT
Account Control Agreement • April 26th, 2005 • Millennium Cell Inc • Miscellaneous electrical machinery, equipment & supplies • New Jersey

ACCOUNT CONTROL AGREEMENT (this “Agreement”), dated as April 25, 2005, by and among Wachovia Bank, National Association, as depository bank (“Depository Bank”), Portside Growth & Opportunity Fund, a company organized under the laws of the Cayman Islands (“Secured Party”), in its capacity as agent for the Buyers (as defined below), and Millennium Cell Inc., a Delaware corporation (the “Company”).

SECURITY AGREEMENT
Security Agreement • April 26th, 2005 • Millennium Cell Inc • Miscellaneous electrical machinery, equipment & supplies • New York

SECURITY AGREEMENT, dated as of April 25, 2005 (this "Agreement") made by Millennium Cell Inc., a Delaware corporation, ("Grantor"), in favor of Portside Growth & Opportunity Fund, a company organized under the laws of the Cayman Islands in its capacity as collateral agent (in such capacity, the "Collateral Agent") for the "Buyers" (as defined below) party to the Securities Purchase Agreement, dated as of even date herewith (as amended, restated or otherwise modified from time to time, the "Securities Purchase Agreement").

VOTING AGREEMENT
Voting Agreement • April 26th, 2005 • Millennium Cell Inc • Miscellaneous electrical machinery, equipment & supplies • Delaware

VOTING AGREEMENT, dated as of April 25, 2005 (this "Agreement"), by and among Millennium Cell Inc., a Delaware corporation, with headquarters located at One Industrial Way West, Eatontown, New Jersey 07724 (the "Company"), and ___________ (the "Stockholder").

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