0001144204-05-012878 Sample Contracts

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

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of the 25th day of April, 2005 by and among Millennium Cell Inc., a Delaware corporation (the “Company”), and The Dow Chemical Company, a Delaware corporation (“TDCC”).

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AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • April 26th, 2005 • Millennium Cell Inc • Miscellaneous electrical machinery, equipment & supplies • Delaware

This Amendment No. 1 (this “Amendment”) to the Stock Purchase Agreement dated as of February 27, 2005 by and between Millennium Cell Inc., a Delaware corporation (the “Company”) and The Dow Chemical Company (the “Purchaser”) (together with all exhibits, schedules and attachments thereto and made a part thereof, the “Stock Purchase Agreement”), is made as of the 25th day of April 2005, by and between the Company and the Purchaser. The Company and the Purchaser also may be referred to herein individually as a “Party” or collectively as the “Parties”.

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