X0202 4 2006-05-30 1 0001114872 MILLENNIUM CELL INC MCEL 0000029915 DOW CHEMICAL CO /DE/ 2030 DOW CENTER MIDLAND MI 48674 0 0 1 0 Series A2-0 Convertible Preferred Stock 2006-04-25 4 P 0 155724 A Common Stock 1557240 155724 D Series B-1 Convertible Preferred Stock 2006-05-30 4 P 0 71429 17.50 A Common Stock 714290 71429 D Warrant to Purchase Common Stock 2.10 2006-05-30 4 P 0 178571 A 2006-11-30 2006-05-30 Common Stock 178571 178571 D Series A2-1 Convertible Preferred Stock 2006-05-30 4 J 0 138150 A Common Stock 1381500 138150 D Series A2-2 & Series A2-3 Convertible Preferred Stock 2006-05-30 4 J 0 0 A Common Stock 0 D Series B-2 & Series B-3 Convertible Preferred Stock 2006-05-30 4 J 0 0 A Common Stock 0 D Warrants at 3rd or 4th Closing to Purchase Common Stock 2006-05-30 4 J 0 0 A Common Stock 0 D Each share of Series A2-0 Convertible Preferred Stock is convertible into 10 shares of Common Stock, subject to anti-dilution adjustments. The Reporting Person received shares of Series A2-0 Convertible Preferred Stock with an aggregate value of $2,413,722.00 in exchange for entering into the Joint Development Agreement dated April 25, 2005 between the Reporting Person and the Issuer (the "Joint Development Agreement"). Each share of Series B-1 Convertible Preferred Stock is convertible into 10 shares of Common Stock, subject to anti-dilution adjustments. Each share of Series A2 or Series B Convertible Preferred Stock, as applicable, is convertible into Common Stock, at the option of the Reporting Person, at any time after the date of issuance. The Reporting Person was issued a Warrant to purchase 178,571 shares of Common Stock at an exercise price of $2.10 per share at the Second Closing under the Stock Purchase Agreement between the Reporting Person and the Issuer dated February 27, 2005, as amended April 25, 2005 (the "Stock Purchase Agreement") in connection with the purchase of Series B-1 Convertible Preferred Stock. Each share of Series A2-1 Convertible Preferred Stock is convertible into 10 shares of Common Stock, subject to anti-dilution adjustments. On May 30, 2006 the Reporting Person received 138,150 shares of Series A2-1 Convertible Preferred Stock in connection with the achievement of the first milestone under the Joint Development Agreement. The Reporting Person received shares of Series A2-1 Convertible Preferred Stock with an aggregate value of $2,152,791.45 in exchange for its human resource commitments under the Joint Development Agreement. Each share of Series A2-2 and Series A2-3 Convertible Preferred Stock is convertible into 10 shares of Common Stock, subject to anti-dilution adjustments. On May 30, 2006 the Stock Purchase Agreement was further amended so that upon the successful achievement of the second or third milestone, as applicable, under the Joint Development Agreement the Reporting Person will have the right to acquire shares of Series A2-2 or Series A2-3 Convertible Preferred Stock, as applicable, within 65 days, as opposed to 30 days, after the achievement of the applicable milestone. Accordingly, under no circumstances does the Reporting Person have the right to acquire such shares of preferred stock within 60 days and the Reporting Person is no longer the beneficial owner thereof. As a result, the Reporting Person is no longer deemed to be a 10% beneficial owner for purposes of Section 16 and the rules and regulations promulgated by the SEC thereunder. The number of shares of Series A2-2 Convertible Preferred Stock or Series A2-3 Convertible Preferred Stock, as applicable, issuable upon the achievement of the second or third milestone, as applicable, under the Joint Development Agreement is based on a percentage ownership of the capital stock of the Issuer at that time determined on a fully diluted basis and is not determinable at this time. Each share of Series B-2 and Series B-3 Convertible Preferred Stock is convertible into 10 shares of Common Stock, subject to anti-dilution adjustments. On May 30, 2006 the Stock Purchase Agreement was further amended so that upon the successful achievement of the second or third milestone, as applicable, under the Joint Development Agreement the Reporting Person will have the right to acquire shares of Series B-2 or Series B-3 Convertible Preferred Stock, as applicable, within 65 days, as opposed to 30 days, after the achievement of the applicable milestone. Accordingly, under no circumstances does the Reporting Person have the right to acquire such shares of preferred stock within 60 days and the Reporting Person is no longer the beneficial owner thereof. As a result, the Reporting Person is no longer deemed to be a 10% beneficial owner for purposes of Section 16 and the rules and regulations promulgated by the SEC thereunder. The number of shares of Series B-2 or Series B-3 Convertible Preferred Stock, as applicable, issuable upon the achievement of the second or third milestone, as applicable, under the Joint Development Agreement is based on the purchase price of the applicable Series B Convertible Preferred Stock which is calculated based on the volume weighted average price of the Common Stock for the 30-trading day period prior to the date of issuance of the applicable Series B Convertible Preferred Stock and is not determinable at this time. An amount per share of Common Stock equal to the product of (i) 1.2 and (ii) the volume weighted average price of the Common Stock for the 30-trading day period prior to the date the applicable warrant is issued. On May 30, 2006 the Stock Purchase Agreement was further amended so that upon the successful achievement of the second or third milestone, as applicable, under the Joint Development Agreement the Reporting Person will have the right to acquire warrants to purchase shares of Common Stock within 65 days, as opposed to 30 days, after the achievement of the applicable milestone. Accordingly, under no circumstances does the Reporting Person have the right to acquire such warrants within 60 days and the Reporting Person is no longer the beneficial owner thereof. As a result, the Reporting Person is no longer deemed to be a 10% beneficial owner for purposes of Section 16 and the rules and regulations promulgated by the SEC thereunder. The number of warrants to purchase shares of Common Stock issuable upon the achievement of the second or third milestones under the Joint Development Agreement is based on the purchase price of the applicable Series B Convertible Preferred Stock which is calculated based on the volume weighted average price of the Common Stock for the 30-trading day period prior to the date of issuance of the applicable warrant and is not determinable at this time. Warrants are convertible into shares of Common Stock 6 months after they are issued in connection with third or fourth closing, as applicable. Warrants expire 5 years after they are issued in connection with the third or fourth closing, as applicable. The value of the shares of Series A2-2 or Series A2-3 Convertible Preferred Stock, as applicable, issuable upon the achievement of the second or third milestone, as applicable, under the Joint Development Agreement is based on the fair market value of the shares of Common Stock into which the Series A2-2 or Series A2-3 Convertible Preferred Stock is convertible on the date of issuance of the applicable Series A2 Convertible Preferred Stock and is not determinable at this time. An amount per share equal to the product of (i) the volume weighted average price of the Common Stock for the 30-trading day period prior to the date of issuance and (ii) 10, which is not determinable at this time If the Reporting Person purchases shares of Series B-2 or Series B-3 Convertible Preferred Stock, as applicable, in connection with the third or fourth closing, as applicable, it will receive a warrant to purchase 25% of the number of shares of Common Stock that would be issuable upon conversion of the applicable Series B Convertible Preferred Stock. /s/ William H. Weideman, Controller 2006-06-01