Preview | Agreement and Plan of Merger |

THIS AGREEMENT AND PLAN OF MERGER dated as of December 29, 2006 (this Agreement), by and among Millennium Cell Inc., a Delaware corporation (Parent), M.C.E. Venture L.L.C., a Delaware limited liability company and wholly-owned subsidiary of the Parent (Merger Sub), and Gecko Energy Technologies, Inc., a Delaware corporation (Target), Ronald J. Kelley and Steven D. Pratt (each, a Selling Stockholder and together, the Selling Stockholders).

WHEREAS, Target is engaged in the business of designing, manufacturing and developing planar fuel cells and has a non-exclusive license to various patents and know-how in the field of fuel cells;

WHEREAS, on February 15, 2006, Parent and Target entered into a Joint Development Agreement (the JDA) whereby Parent and Target agreed to, among other things, jointly develop planar fuel cell products and systems;

WHEREAS, in connection with the JDA, on February 15, 2006, Parent and Target entered into a Stock Purchase Agreement (the SPA) pursuant to which Parent agreed to purchase from Target, and Target agreed to sell to Parent, shares of Targets common stock, no par value per share (Target Common Stock);

WHEREAS, as of the date hereof, Parent beneficially owns 10,675 shares of Target Common Stock, representing approximately 34.8% of the outstanding shares of Target Common Stock, all of which Parent acquired pursuant to the SPA;

WHEREAS, as of the date hereof, the Selling Stockholders collectively own an aggregate of 20,000 shares of Target Common Stock, representing approximately 65.2% of the outstanding shares of Target Common Stock;

WHEREAS, the respective Boards of Directors of Parent and Target deem it advisable and in the best interests of their respective stockholders for Parent to acquire Target by means of a merger of Target with and into Merger Sub (the Merger);

WHEREAS, the parties intend that the Merger will qualify, for federal income tax purposes, as a tax-free reorganization within the meaning of Section 368(a)(1)(A) of the Internal Revenue Code of 1986, as amended (the Code); and

WHEREAS, Parent, Target and each Selling Stockholder desire to make certain representations, warranties and agreements in connection with the Merger.

NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties, conditions and agreements hereinafter set forth and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows:

Section 1.1 The Merger. In accordance with the provisions of this Agreement, the Delaware General Corporation Law (the DGCL) and the Delaware Limited Liability Act (DLLCA), at the Effective Time (as defined below), Target shall be merged with and into Merger Sub, the separate existence of Target shall thereupon cease, and the name of Merger Sub, as the surviving entity in the Merger (Surviving Entity), shall be Gecko Energy Technologies, LLC.

Section 1.2 Effective Time. Subject to the delivery at the Closing (as defined in Section 6.1) of the documents referenced in Section 6.2 hereof, Merger Sub shall execute and file a Certificate of Merger, substantially in the form attached hereto as Exhibit 1.2 (the Certificate of Merger), with the Secretary of State of the State of Delaware. The effective time of the Merger (the Effective Time) shall be the time at which the Certificate of Merger is filed with the Secretary of State of the State of Delaware or such later time as is specified in the Certificate of Merger, which shall not be later than 11:59 p.m., Eastern Standard Time, on the date hereof.

Section 1.4 Certificate of Formation. The Certificate of Formation of Merger Sub in effect at the time of the Merger shall be the Certificate of Formation of the Surviving Entity; provided, however, that effective as of the Effective Time and by virtue of the filing of the Certificate of Merger, the Certificate of Formation of Merger Sub shall be amended to provide that the name of Surviving Entity shall be Gecko Energy Technologies, LLC.

Section 1.5 Limited Liability Company Agreement. The limited liability company agreement of Merger Sub in effect at the time of the Merger shall be the limited liability company agreement of the Surviving Entity until altered, amended or repealed, provided, however, that as of the Effective Time, such limited liability company agreement shall be amended to provide that the name of the Surviving Entity is Gecko Energy Technologies, LLC.

who shall serve, in each case, until their successors shall have been appointed. If at the Effective Time a vacancy shall exist in any of the above listed offices of the Surviving Entity, such vacancy may thereafter be filled in the manner provided by the limited liability company agreement of the Surviving Entity.

Section 1.7 Conversion of Shares of Target Common Stock. The manner and basis of converting and exchanging the shares of Target Common Stock in the Merger shall be as follows:

(a) Shares of Target Common Stock Owned by Parent. Each share of Target Common Stock issued and outstanding immediately prior to the Effective Time and beneficially owned by Parent shall, by virtue of the Merger and without any action on the part of Parent or Target, at and after the Effective Time, be cancelled, retired and no longer issued and outstanding and no cash, securities or other property shall be issued to Parent in exchange therefor.