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Exhibit 10.1
January 26,
2007
VIA
FACSIMILE & U.S. MAIL
The Dow
Chemical Company
2030 Dow
Center
Midland, MI
48674
Attention: Jim
Plonka
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Re:
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Waiver of
Adjustments to the Series B Conversion Price and Reduction of
Warrant Exercise Price
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Ladies and
Gentlemen:
Reference is made to that certain Certificate of
Designations of Preferences, Limitations, and Relative Rights of
Series B Convertible Preferred Stock of Millennium Cell Inc. (the
“ Company ”), as filed with the Office of the
Secretary of State of the State of Delaware on April 22, 2005 and
as amended by the Certificate of Amendment to the Certificate of
Designations of Preferences, Limitations, and Relative Rights of
Series B Convertible Preferred Stock of Millennium Cell Inc. filed
with the Office of the Secretary of State of the State of Delaware
on June 30, 2005 (as amended, the “ Series B
Certificate ”). Capitalized terms used but not defined in
this letter agreement (this “ Agreement ”) shall
have the meanings given to such terms in the Series B
Certificate.
1. Notwithstanding anything contained in the
Series B Certificate (including, without limitation, the provisions
contained in Section d(7) thereof), The Dow Chemical Company
(“ TDCC ”), hereby irrevocably waives any right
to any adjustment to the Applicable Conversion Price as a result of
any of the following events: (i) any adjustment to the conversion
price of the Company’s Series C2 Convertible Preferred Stock,
par value $0.001 per share (the “ Series C2
Preferr
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