Conversion calculations. Date to Effect Conversion ------------------------------------------------ Principal amount of Debenture owned prior to conversion ------------------------------------------------ Principal amount of Debenture to be Converted (including _______________ of interest added under Section 2(b) of the Debenture) --------------------------------------------------- Principal amount of Debenture remaining after Conversion ------------------------------------------------- Number of shares of Common Stock to be Issued -------------------------------------------------- Applicable Conversion Price -------------------------------------------------- Name of Holder By:_______________________________________________ Name: Title: [ ] By the delivery of this Conversion Notice the Holder represents and warrants to the Company that its ownership of the Common Stock does not exceed the restrictions set forth in Section 5(d)(i) of the Debenture. EXHIBIT B Debentures Due March 28, 2006 COMPANY CONVERSION NOTICE (To be executed by the Company in order to convert the Debenture) The undersigned in the name and on behalf of Millennium Cell Inc., hereby elects to convert the principal amount of Debenture indicated below, into shares of Common Stock (the "Shares") of Millennium Cell Inc. (the "Company"), as of the date written below. If shares are to be issued in the name of a Person other than undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the Holder for any conversion, except for such transfer taxes, if any. All terms used in this notice shall have the meanings set forth in the Debenture. In connection with this conversion, the undersigned hereby represents and warrants to the Company that the representations and warranties of Section 3.2 of the Purchase Agreement are true and correct as of the date hereof as if they had been made on such date with respect to the Shares. The undersigned further acknowledges that the transfer of the Shares to be issued upon exercise of this Debenture is subject to the terms and conditions contained in Section 4.1 of the Purchase Agreement.
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Conversion calculations. Date to Effect Conversion ------------------------------------------------ ----------------------------------------------- Principal amount Amount of Debenture owned prior to conversion ------------------------------------------------ Principal amount of Debenture Debentures to be Converted (including _______________ of interest added under Section 2(b) of the Debenture) --------------------------------------------------- Principal amount of Debenture remaining after Conversion ------------------------------------------------- ----------------------------------------------- Number of shares of Common Stock to be Issued -------------------------------------------------- ----------------------------------------------- Applicable Conversion Price -------------------------------------------------- ----------------------------------------------- Signature ----------------------------------------------- Name of Holder By:_______________________________________________ Name: Title: [ ] By the delivery of this Conversion Notice the Holder represents and warrants to the Company that its ownership of the Common Stock does not exceed the restrictions set forth in Section 5(d)(i) of the Debenture. ----------------------------------------------- Address EXHIBIT B Debentures Due March 28, 2006 COMPANY CONVERSION NOTICE (To be executed Executed by the Company in order to convert the DebentureRequire Conversion of Debentures) The undersigned in authorized officer of the name and on behalf of Millennium Cell Inc.Verso Technologies, hereby elects to convert the principal amount of Debenture indicated below, into shares of Common Stock (the "Shares") of Millennium Cell Inc. (the "Company"), ) hereby requires the conversion of the principal amount of the Company's Debentures held by the registered holder addressee hereof of the Company's Common Stock (the "Common Stock") pursuant to the conditions of the Dentures as of the date written below. If shares are to be issued in the name of a Person other than undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the Holder holder for any conversion, except for such transfer taxes, if any. All terms used Conversion calculations: ---------------------------------------- Date to Effect Conversion ---------------------------------------- Principal Amount of Debentures to be Converted ---------------------------------------- Number of shares of Common Stock to be Issued ---------------------------------------- Applicable Conversion Price ---------------------------------------- Signature ---------------------------------------- Name and Office In order to induce the Company to issue shares without restrictive legend, the undersigned hereby covenants and agrees that the undersigned (i) will not sell or otherwise dispose of the shares of Common Stock to be delivered pursuant to this Conversion Notice (the "Shares") except pursuant to an effective registration statement (the "Registration Statement") under the Securities Act of 1933, as amended (the "Act"), (ii) will sell the Shares only in this notice shall have accordance with the meanings Plan of Distribution set forth in the Debenture. In connection prospectus forming a part of the Registration Statement (the ("Prospectus"), (iii) will comply with this conversionthe requirements of the Act when selling or otherwise disposing of the Shares, including, but not limited to, the undersigned hereby represents prospectus delivery requirements of the Act, (iv) will not sell or otherwise dispose of, and warrants will return immediately to the Company that for the representations and warranties purpose of Section 3.2 of the Purchase Agreement are true and correct as of the date hereof as if they had been made on such date with respect to the Shares. The undersigned further acknowledges that the transfer of the Shares to be issued upon exercise of this Debenture is subject to the terms and conditions contained in Section 4.1 of the Purchase Agreement.placing a restrictive legend thereon, the
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