Exhibit 4.1 - Warrant


    Exhibit
      4.1

    


    WARRANT

    


    NEITHER
      THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE
      HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR
      THE
      SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
      REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
      ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
      EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
      AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
      REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
      SECURITIES
      LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO
      SUCH
      EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
      

    


    MILLENNIUM
      CELL INC.

    


    WARRANT

    


    Warrant
      No. B-1                                                      Date
      of
      Issuance:  May 30, 2006

    


    Millennium
      Cell Inc., a Delaware corporation (the “Company”),
      hereby certifies that, for value received, The Dow Chemical Company or its
      registered assigns (the “Holder”),
      is
      entitled to purchase from the Company up to a total of 178,571 shares of common
      stock, $0.001 par value per share (the “Common
      Stock”),
      of
      the Company (each such share, a “Warrant
      Share”
and
      all
      such
      shares,
      the “Warrant
      Shares”)
      at an
      exercise price (the
      “Exercise
      Price”)
      per
      Warrant Share equal to
      $2.10,
      at any time and from time to time from and after the six (6) month anniversary
      of the Date of Issuance
      (the
“Target
      Date”)
      and
      through and including the five (5) year anniversary of the Date of Issuance
      (the
“Expiration
      Date”),
      and
      subject to the following terms and conditions: 

     

    1.  Definitions.
      In
      addition to the terms defined elsewhere in this Warrant, capitalized terms
      that
      are not otherwise defined herein shall have the meanings given to such terms
      in
      the Stock Purchase Agreement dated February 27, 2005, between the Company and
      the original Holder, as amended by Amendment No. 1 dated April 25, 2005 and
      Amendment No. 2 dated May 30, 2006 (the “Purchase
      Agreement”).

     

    2.  Registration
      of Warrant.
      The
      Company shall register this Warrant, upon
      records to be maintained by the Company for that purpose (the “Warrant
      Register”),
      in
      the name of the record Holder hereof from time to time. The Company may treat
      the registered Holder as the absolute
      owner hereof for the purpose of any exercise hereof or any
      distribution to
      the
      Holder, and for all other purposes, absent actual notice to the
      contrary.

     

    3.  Registration
      of Transfers.
      The
      Company shall register the transfer of any portion of this Warrant in the
      Warrant Register, upon surrender of this Warrant accompanied by a written
      instrument of transfer duly executed by the Holder or by the duly appointed
      legal representative or attorney thereof, to the Company at its address
      specified herein. Upon any such registration or transfer, a new warrant to
      purchase Common Stock, in substantially the form of this Warrant (any such
      new
      warrant, a “New
      Warrant”),
      evidencing the portion of this Warrant so transferred shall be issued to the
      transferee and a New Warrant evidencing the remaining portion of this Warrant
      not so transferred, if any, shall be issued to the transferring Holder. The
      acceptance of the New Warrant by the transferee thereof shall be deemed the
      acceptance by such transferee of all of the rights and obligations of a holder
      of a Warrant.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4.  Exercise
      and Duration.
      Subject
      to the provisions of Section
      6,
      this
Warrant
      shall be exercisable by the registered Holder at any time and from
      time
      to time
      on or after the Target Date to and including the Expiration Date (the
“Exercise
      Period”).
      At
      11:59 p.m., New York City time on the Expiration Date, the portion of this
      Warrant available for exercise and not exercised prior thereto shall be and
      become void without the necessity of any further action by the Company and
      of no
      value.

     

    5.  Required
      Exercise.
      At any
      time during the Exercise Period, as long as the Common Stock is publicly traded
      on a Trading Market the Company may elect, by written notice to Holder, to
      require the Holder to exercise all or any portion of the Warrant, if, for the
      thirty (30)-trading day period immediately preceding the date of such election
      the Common Stock (i) has an average daily trading volume which exceeds the
      product of (x) the average daily trading volume for Common Stock during calendar
      years 2003 and 2004 multiplied by (y) fifteen (15), and (ii) has a VWAP which
      is
      at least four (4) times greater than the Exercise Price; provided,
      however,
      that
      upon such election by the Company, the Holder will have the right to immediately
      sell or otherwise transfer this Warrant to a third party who will then be
      required to exercise this Warrant in accordance with the Company’s election
      under this Section
      5;
      provided
      further,
      however,
      that
      if, within ten (10) Business Days after the Company’s election, (i) the
      Holder has not exercised this Warrant, or (ii) the Holder has not sold or
      otherwise transferred this Warrant to a third party, or if sold or otherwise
      transferred, such third party has not exercised this Warrant, then this Warrant
      shall immediately terminate and be of no force and effect without any action
      on
      the part of the Company, the Holder or such third party.

     

    6.  Delivery
      of Warrant Shares.

     

    (a)  Upon
      delivery of: (i) the Notice of Exercise attached hereto as Exhibit
      A
      to the
      Company at its address for notice
      set forth in Section
      14,
      (ii)
      this Warrant, and (iii) the Exercise Price multiplied
      by the
      number of Warrant Shares that the Holder intends to purchase hereunder (the
      “Aggregate
      Exercise Price”),
      the
      Company shall promptly (but in no event later than ten (10) Business Days
      after
      the Date
      of Exercise (as defined herein)) issue and deliver to the Holder, a certificate
      for the Warrant Shares issuable upon such exercise bearing only the restrictive
      legends required by the Purchase Agreement. The Company
      shall,
      upon
      request of the Holder and subsequent to the date on which a
      registration statement covering the resale of the Warrant Shares has been
declared
      effective by the Securities and Exchange Commission, use its
      reasonable
      commercial efforts to deliver Warrant Shares hereunder electronically through
      the Depository Trust Corporation or another established clearing corporation
      performing
      similar functions, if available, provided, that, the Company may,
      but will
      not
      be required to change its transfer agent if its current transfer
      agent
      cannot
      deliver Warrant Shares electronically through the Depository Trust
      Corporation.

     

     

    
      
        
        

      

      
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    A
      “Date
      of Exercise”
means
      the date on which the Holder shall have delivered to the Company (i) the Notice
      of Exercise,
      appropriately completed and duly
      signed,
      (ii) this Warrant and (iii) the Aggregate Exercise Price.

     

    (b)  If
      by the
      tenth (10th)
      Business Day after a Date of Exercise the Company fails to deliver the required
      number of Warrant Shares in the manner required pursuant to Section
      6(a),
      then
      the Holder will have the right to rescind such exercise.

     

    (c)  The
      Company's obligations to issue and deliver Warrant Shares in accordance with
      the
      terms hereof are absolute and unconditional, irrespective of any action or
      inaction by the Holder to enforce the same, any waiver or consent with respect
      to any provision hereof, the recovery of any judgment against any Person or
      any
      action to enforce the same, or any setoff, counterclaim, recoupment, limitation
      or termination, or any breach or alleged breach
      by
      the Holder or any other Person of any obligation to the Company or
      any
      violation or alleged violation of law by the Holder or any other
      Person.
      Nothing
      herein shall limit a Holder's right to pursue any other
      remedies
      available to it hereunder, at law or in equity including, without limitation,
      a
      decree of specific performance and/or injunctive relief with respect to the
      Company's failure to timely deliver certificates representing shares
      of
      Common Stock upon exercise of the Warrant as required pursuant to
      the
      terms
      hereof.

     

    7.  Charges,
      Taxes and Expenses.
      Issuance and delivery of certificates for
      shares of Common Stock upon exercise of this Warrant shall be made
      without
      charge
      to the Holder for any issue or transfer tax, withholding tax, transfer
agent
      fee
      or other incidental tax or expense in respect of the issuance of
      such
      certificates, all of which taxes and expenses shall be paid by the
      Company.

     

    8.  Replacement
      of Warrant.
      If this
      Warrant is mutilated, lost, stolen or destroyed, the Company shall issue or
      cause to be issued in exchange and substitution for and upon cancellation
      hereof, or in lieu of and substitution for this Warrant, a New Warrant, but
      only
      upon receipt of evidence reasonably satisfactory
      to the Company of such loss, theft or destruction and customary and
      reasonable indemnity, if requested. Applicants for a New Warrant under such
      circumstances shall also comply with such other reasonable regulations and
      procedures and pay such other reasonable third-party costs as the Company may
      prescribe.

     

    9.  Reservation
      of Warrant Shares.
      The
      Company covenants that it will at all
      times
      reserve and keep available out of the aggregate of its authorized
      but
      unissued
      and otherwise unreserved Common Stock, solely for the purpose of enabling it
      to
      issue Warrant Shares upon exercise of this Warrant as herein provided, the
      number of Warrant Shares which are then issuable and deliverable upon
      the
      exercise of this Warrant in its entirety; and
      if at
      any time the number of authorized but unissued shares of Common Stock would
      be
      insufficient to effect the exercise of the entire Warrant, the Company shall
      take such corporate action prior to taking any action that would result in
      any
      such insufficiency as may, in the opinion of its counsel, be necessary to
      increase its authorized but unissued shares of Common Stock to such number
      of
      shares as shall be sufficient for such purpose. 

     

     

    
      
        
        

      

      
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    10.  Character
      of Warrant Shares.
      The
      Company covenants that all Warrant
      Shares,
      upon issuance and the payment of the applicable Exercise Price in accordance
      with the terms hereof, shall be duly and validly authorized, issued and fully
      paid and nonassessable.

     

    11.  Certain
      Adjustments.
      The
      Exercise Price and number of Warrant Shares issuable upon exercise of this
      Warrant are subject to adjustment from time to time as set forth in this
Section
      11.

     

    (a)  Stock
      Dividends and Splits.
      If the
      Company, at any time while this Warrant is outstanding, either (i) pays a stock
      dividend on its Common Stock or otherwise makes a distribution on any class
      of
      capital stock that is payable in shares of Common Stock or (ii) subdivides
      outstanding shares of Common Stock into a larger number of shares, then in
      each
      such case (A) the Exercise Price shall be proportionately decreased by
      multiplying the Exercise Price in effect immediately before such event by a
      fraction of which the numerator shall be the number of shares of Common Stock
      outstanding immediately before such event and of which the denominator shall
      be
      the number of shares of Common Stock outstanding immediately after such event
      and (B) the number of Warrant Shares issuable upon exercise of this Warrant
      shall be proportionately increased by multiplying the number of Warrant Shares
      issuable upon exercise of this Warrant immediately before such event by a
      fraction of which the numerator shall be the number of shares of Common Stock
      outstanding immediately after such event and of which the denominator shall
      be
      the number of shares of Common Stock outstanding immediately before such event.
      

     

    (b)  Combinations.
      If the
      Company, at any time while this Warrant is outstanding, combines outstanding
      shares of Common Stock into a smaller number of shares, then in such case (A)
      the Exercise Price shall be proportionately increased by multiplying the
      Exercise Price in effect immediately before such event by a fraction of which
      the numerator shall be the number of shares of Common Stock outstanding
      immediately before such event and of which the denominator shall be the number
      of shares of Common Stock outstanding immediately after such event and (B)
      the
      number of Warrant Shares issuable upon exercise of this Warrant shall be
      proportionately decreased by multiplying the number of Warrant Shares issuable
      upon exercise of this Warrant immediately before such event by a fraction of
      which the numerator shall be the number of shares of Common Stock outstanding
      immediately after such event and of which the denominator shall be the number
      of
      shares of Common Stock outstanding immediately before such event. 

     

    (c)  Fundamental
      Transactions.
      If, at
      any time while this Warrant is outstanding: (i) the Company effects any merger
      or consolidation of the Company with or into another Person, (ii) the Company
      effects any sale of all or substantially all of its assets in one or a series
      of
      related transactions, (iii) any tender offer or exchange offer (whether by
      the
      Company or another Person) is completed pursuant to which holders of Common
      Stock are permitted to tender or exchange their shares for other securities,
      cash or property, or (iv) the Company effects any reclassification of the Common
      Stock or any compulsory share exchange pursuant to which the Common Stock is
      effectively converted into or exchanged for other securities, cash or property
      (in any such case, a “Fundamental
      Transaction”),
      then
      the Holder shall have the right thereafter to receive, upon exercise of this
      Warrant, the same amount and kind of securities, cash or property as it would
      have been entitled to receive upon the occurrence of such Fundamental
      Transaction if it had been, immediately prior to such 

     

     

    
      
        
        

      

      
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    Fundamental
      Transaction, the holder of the number of Warrant Shares then issuable upon
      exercise in full of this Warrant (the “Alternate
      Consideration”).
      For
      purposes of any such exercise, the determination of the Exercise Price shall
      be
      appropriately adjusted to apply to such Alternate Consideration based on the
      amount of Alternate Consideration issuable in respect of one share of Common
      Stock in such Fundamental Transaction, and the Company shall apportion the
      Exercise Price among the Alternate Consideration in a reasonable manner
      reflecting the relative value of any different components of the Alternate
      Consideration. If holders of Common Stock are given any choice as to the
      securities, cash or property to be received in a Fundamental Transaction, then
      the Holder shall be given the same choice as to the Alternate Consideration
      it
      receives upon any exercise of this Warrant following such Fundamental
      Transaction. At the Holder’s option and request, any successor to the Company or
      surviving entity in such Fundamental Transaction shall, either (i) issue to
      the
      Holder a new warrant substantially in the form of this Warrant and consistent
      with the foregoing provisions and evidencing the Holder's right to purchase
      the
      Alternate Consideration for the aggregate Exercise Price upon exercise thereof,
      or (ii) purchase the Warrant from the Holder for a purchase price, payable
      in
      cash within ten (10) trading days after such request (or, if later, on the
      effective date of the Fundamental Transaction), equal to the Black Scholes
      value
      of the remaining unexercised portion of this Warrant on the date of the
      Fundamental Transaction as well as assumptions reasonably mutually acceptable
      to
      the Company and the Holder, provided that for purposes of such calculation,
      the
      market price of the Common Stock shall be the closing bid price of the Common
      Stock on the trading day immediately preceding the public announcement of the
      Fundamental Transaction and the volatility factor shall be determined by
      reference to the 12 month average industry volatility measures. The terms of
      any
      agreement pursuant to which a Fundamental Transaction is effected shall include
      terms requiring any such successor or surviving entity to comply with the
      provisions of this paragraph
      (c)
      and
      insuring that this Warrant (or any such replacement security) will be similarly
      adjusted upon any subsequent transaction analogous to a Fundamental
      Transaction.

     

    12.
      Payment
      of Exercise Price.
      The
      Holder shall pay the Exercise Price by check or a wire transfer of immediately
      available funds.

     

    13.
      No
      Fractional Shares.
      No
      fractional shares of Warrant Shares will be issued in connection with any
      exercise of this Warrant. In lieu of any fractional
      shares which would, otherwise be issuable, the Company shall pay
      cash equal
      to
      the product of such fraction multiplied by the
      VWAP
      of the Common Stock for the thirty (30)-trading day period immediately preceding
      the Date of Exercise.

     

    14.
      Notices.
      Any and
      all notices or other communications or deliveries hereunder
      (including without limitation any Exercise Notice) shall be in
      writing
      and
      shall be deemed given and effective on the earliest of (i) the date of
transmission,
      if such notice or communication is delivered via facsimile at the
      facsimile number specified in this Section
      14
      prior to
      6:30 p.m. (New York City time) on a Business Day, (ii) the next Business Day
      after the date of transmission,
      if such notice or communication is delivered via facsimile at the facsimile
      number specified in this Section
      14
      on a day
      that is not a Business Day or later
      than 6:30 p.m. (New York City time) on any Business Day, (iii) the
      Business
      Day
      following the date of mailing, if sent by nationally recognized overnight
courier
      service, or (iv) upon actual receipt by the party to whom such notice
      is required
      to be given. The addresses for such communications shall be: (i) if
      to
      the
      Company, to Millennium Cell Inc., 1 Industrial Way West, Eatontown, New
Jersey,
      07724, Facsimile No.: (732) 542-4010, Attn: Chief Financial Officer,
      or
      (ii) if
      to the Holder, to the address or facsimile number appearing on the Warrant
      Register or such other address or facsimile number as the Holder may provide
      to
      the Company in accordance with this Section.

     

     

    
      
        
        

      

      
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    15.
      Warrant
      Agent.
      The
      Company shall serve as warrant agent under this Warrant. Upon thirty (30) days'
      notice to the Holder, the Company may appoint a new warrant agent. Any
      corporation into which the Company or any new warrant agent may be merged or
      any
      corporation resulting from any consolidation to which the Company or any new
      warrant agent shall be a party or any corporation to which the Company or any
      new warrant agent transfers substantially all of its corporate trust or
      shareholders services business shall be a successor warrant agent under this
      Warrant without any further act. Any such successor warrant agent shall promptly
      cause notice of its succession as warrant agent to be mailed
      (by first class mail, postage prepaid) to the Holder at the Holder's
      last
      address
      as shown on the Warrant Register.

     

    16.
      Miscellaneous.

     

    (a)  This
      Warrant shall be binding on and inure to the benefit of the parties hereto
      and
      their respective successors and assigns. Subject to the preceding sentence,
      nothing in this Warrant shall be construed to give to any Person other than
      the
      Company and the Holder any legal or equitable right, remedy or cause of action
      under this Warrant. This Warrant may be amended only in writing signed by the
      Company and the Holder and their successors and assigns.

     

    (b)  All
      questions concerning the construction, validity, enforcement and interpretation
      of this Warrant shall be governed by and construed and enforced in accordance
      with the internal laws of the State of Delaware, without regard to the
      principles of conflicts of law thereof. Each party agrees that all legal
      proceedings concerning the interpretations, enforcement and defense of the
      transactions contemplated by this Warrant (whether brought against a party
      hereto or its respective affiliates, directors, officers, shareholders,
      employees or agents) shall be commenced in the state and federal courts sitting
      in Delaware . Each party hereto hereby irrevocably submits to the exclusive
      jurisdiction of the state and federal courts sitting in the Delaware for the
      adjudication of any dispute hereunder or in connection herewith or with any
      transaction contemplated hereby or discussed herein (including with respect
      to
      the enforcement of this Warrant), and hereby irrevocably waives, and agrees
      not
to
      assert
      in any suit, action or proceeding, any claim that it is not
      personally
      subject
      to the jurisdiction of any such court, that such suit, action or proceeding
      is
      improper. Each party hereto hereby irrevocably waives personal service
      of process and consents to process being served in any such suit,
      action
      or
      proceeding by mailing a copy thereof via registered or certified mail or
      overnight delivery (with evidence of delivery) to such party at the address
      in
      effect for notices to it under this Warrant and agrees that such service shall
      constitute good and sufficient service of process and notice thereof. Nothing
      contained herein shall be deemed to limit in any way any right to serve process
      in any manner permitted by law. Each party hereto (including its affiliates,
      agents, officers, directors and employees) hereby irrevocably waives, to the
      fullest extent permitted by applicable law, any and all right to trial by jury
      in any legal proceeding arising out of or relating to this Warrant or the
      transactions contemplated hereby. 

     

     

    
      
        
        

      

      
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    (c)  The
      headings herein are for convenience only, do not constitute
      a part of this Warrant and shall not be deemed to limit or affect
      any
      of the
      provisions hereof.

     

    (d)  In
      case
      any one or more of the provisions of this Warrant shall be invalid or
      unenforceable in any respect, the validity and enforceability
      of the remaining terms and provisions of this Warrant shall not in
      any
      way be affected or impaired thereby and the parties will attempt in
      good
      faith to
      agree upon a valid and enforceable provision which shall be a commercially
      reasonable substitute therefor, and upon so agreeing, shall incorporate such
      substitute provision in this Warrant.

     

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      of page intentionally left blank, signature page follows]

    


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the Company has caused this Warrant to be duly
      executed
      by its authorized officer as of the date first indicated above.

     

    


    MILLENNIUM
      CELL INC.

    


    


    /s/John
      D. Giolli

    Name:
      John D. Giolli 

    Title:
      Chief Financial Officer

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    




    EXHIBIT
      A

    


    FORM
      OF NOTICE OF EXERCISE

    


    Millennium
      Cell Inc.

    1
      Industrial Way West

    Eatontown,
      New Jersey 07724

    Attention:
       Chief
      Financial Officer

    


    1. The
      undersigned hereby elects to purchase, pursuant to the provisions of that
      certain Warrant No. B-1 dated as of May 30, 2006, issued by Millennium Cell
      Inc.
      (the “Company”)
      and
      held by the undersigned (the “Warrant”),
                             
      shares
      of Common Stock, by exercise of the Warrant with respect to that number of
      Warrant Shares. Capitalized terms used but not defined in this Notice of
      Exercise shall have the meanings given such terms in the Warrant.

     

    2. The
      exercise of the Warrant is pursuant to Section 12 of the Warrant, and
      payment, in cash or by check, of the aggregate Purchase Price under such Warrant
      with respect to the number of Warrant Shares set forth in Section
      1
      of this
      Notice of Exercise, accompanies this Notice of Exercise.

     

    3. Please
      issue a certificate or certificates representing said shares of Common Stock
      in
      the name of the undersigned or in such other name as is specified
      below:

     

    _______________________________________

    (Name)

    _______________________________________

    (Address)

    _______________________________________

    


    _______________________________________

    


    Dated:
      ________________________   

    [HOLDER]

    


    Signature:
      _________________________________________      

    


    Address: 
      _________________________________________