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Exhibit 10.4
TARGET TERMINATION AGREEMENT
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
."
R E C I T A L S:
A. MCEL and Gecko
are parties to that certain Joint Development Agreement, dated as
of February 15, 2006 (the " JDA "), whereby MCEL and Gecko
agreed to jointly develop planar fuel cell products and
systems;
B. In connection
with the JDA, on February 15, 2006, MCEL and Gecko entered into a
Stock Purchase Agreement (the " SPA "), whereby Gecko agreed
to sell to MCEL and MCEL agreed to purchase from Gecko, shares of
Gecko’s common stock, no par value per share (" Gecko
Common Stock ");
C. In connection
with the SPA, on February 15, 2006, MCEL, Gecko, RJK and SDP
entered into a Stockholders Agreement (the " SA ") relating
to the voting and transfer of Gecko Common Stock;
D. On the date
hereof, MCEL, M.C.E. Venture, L.L.C., a Delaware limited liability
company and a wholly-owned subsidiary of MCEL (" Merger Sub
"), and Gecko, RJK and SDP have entered into an Agreement and Plan
of Merger (the " Merger Agreement "), whereby MCEL will
acquire Gecko in a merger of Gecko with and into Merger Sub (the "
Merger ");
E. Effective as of
the effective time of the Merger (the " Effective Time ")
and subject to the terms set forth herein, each of MCEL and Gecko
desire to terminate each of the JDA and the SPA; and
F. Effective as of
the Effective Time and subject to the terms set forth herein, each
of MCEL, Gecko, RJK and SDP desire to terminate the SA.
NOW, THEREFORE, the Parties hereby agree as
follows:
1. Terminations .
(a) MCEL and Gecko
hereby agree that as of the Effective Time, each of the JDA and the
SPA shall be terminated and of no further force or effect. For the
avoidance of doubt, MCEL and Gecko hereby acknowledge and agree to
terminate all provisions of the JDA and the SPA, including those
provisions which, by the terms of the JDA and/or the SPA, would
otherwise survive a termination of the JDA, in each case in a
manner such that, as of the Effective Time, neither MCEL nor Gecko
shall have any rights or obligations whatsoever under the
JDA.
(b) Each Party
hereby agrees that as of the Eff
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