REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this "Agreement") is entered into
as of June 4, 2004 between Altair Nanotechnologies, Inc., a corporation
organized under the laws of Canada (the "Company"), and Toyota on Western, Inc.,
a Illinois corporation ("Toyota"), in connection with that certain Settlement
and Mutual Release Agreement dated as of June 4, 2004 among the Company and
Toyota and Xxxxx Xxxxxx (the "Settlement Agreement").
The parties hereby agree as follows:
1. Certain Definitions. As used in this Agreement, the following terms have the
following meanings:
"Affiliate" means, with respect to any person, any other person that
directly or indirectly Controls, is Controlled by, or is under common Control
with, that person.
"Business Day" means a day, other than a Saturday or Sunday, on which
banks in Reno, Nevada are open for the general transaction of business.
"Common Stock" means the Company's common stock and any securities into
which those shares may subsequently be reclassified.
"Control" (including the terms "controlling", "controlled by" or "under
common control with") means the possession, direct or indirect, of the power to
direct or cause the direction of the management and policies of a Person,
whether through the ownership of voting securities, by contract or otherwise.
"Investors" means Toyota and any Affiliate or permitted transferee of
Toyota who is or becomes a party to this Agreement and holds Registrable
Securities.
"Prospectus" means the prospectus included in any Registration
Statement, as amended or supplemented by any prospectus supplement, with respect
to the terms of the offering of any portion of the Registrable Securities
covered by such Registration Statement and by all other amendments and
supplements to the prospectus, including post-effective amendments and all
material incorporated by reference in that prospectus.
"Register," "registered" and "registration" means a registration made
by preparing and filing a Registration Statement or similar document in
compliance with the 1933 Act (as defined below) and the declaration or ordering
of effectiveness of the Registration Statement or document.
"Registrable Securities" means (1) the Settlement Shares and (2) the
1,750,000 shares of Common Stock issued to Toyota on March 31, 2003 in a private
placement and currently held by Toyota or its transferees and (3) the Warrant
Shares.
"Registration Statement" means a registration statement of the Company
filed under the 1933 Act that covers the resale of the Registrable Securities
pursuant to the provisions of this Agreement, amendments and supplements to that
Registration Statement, including post-effective amendments, all exhibits and
all material incorporated by reference in that Registration Statement.
"Required Investors" means the Investors holding a majority of the
Registrable Securities.
"SEC" means the U.S. Securities and Exchange Commission.
"Settlement Shares" means the 100,000 shares of the Company's common
stock issued to Toyota pursuant to the Settlement Agreement.
"1933 Act" means the Securities Act of 1933, as amended, and the rules
and regulations promulgated thereunder.
"1934 Act" means the Securities Exchange Act of 1934, as amended, and
the rules and regulations promulgated thereunder.
"Warrants" means the warrants represented by Warrant Certificate Nos.
2003B-1, 2003B-2 and 2003B-3 that were acquired by Toyota from the Company on
March 31, 2003 in a private placement and currently held by Toyota or Toyota's
transferees.
"Warrant Shares" means the shares of Common Stock issuable upon the
exercise of the Warrants.
2. Registration.
(a) Registration Statement. Not later than 30 days following
the date of the Settlement Agreement (the "Filing Deadline"), the Company shall
prepare and file with the SEC one Registration Statement on Form S-3 (or, if
Form S-3 is not then available to the Company, on a form of registration
statement that is then available to effect a registration for resale of the
Registrable Securities) covering the resale of the Registrable Securities in an
amount at least equal to the number of Registrable Securities. That Registration
Statement will cover, to the extent allowable under the 1933 Act (including Rule
416), such indeterminate number of additional shares of Common Stock resulting
from stock splits, stock dividends or similar transactions with respect to the
Registrable Securities. If the Registration Statement is not filed with the SEC
on or prior to the Filing Deadline, the Company will make payments to each
Investor (pro rata based upon the number of Registrable Securities), as
liquidated damages and not as a penalty, 525 shares per day for each day
following the date by which the Registration Statement should have been filed
for which no Registration Statement is filed. Those payments shall be in lieu of
any other monetary damages the Investors may seek or obtain as a result of the
respective delay; provided, however, nothing in this Agreement will prohibit the
Investors from seeking specific performance of the Company's obligations under
this Agreement.
(b) Expenses. The Company shall pay all expenses associated
with the registration of the Registrable Securities, including filing and
printing fees, the Company's counsel and accounting fees and expenses, fees and
expenses (including reasonable counsel fees) associated with clearing the
Registrable Securities for sale under applicable state securities or "blue sky"
laws, listing fees, transfer taxes, fees of transfer agents and registrars, and
fees. The Company shall not be required to pay any other fees or expenses of the
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Xxxxxx Parties in connection with the registration, including, without
limitation, discounts, commissions, fees of counsel, fees of underwriters,
selling brokers, dealer managers or similar securities industry professionals
with respect to the Registrable Securities being sold.
(c) Effectiveness. The Company shall use its best efforts to
have the Registration Statement declared effective as soon as practicable. The
Company shall notify the Investors by facsimile or email as promptly as
practicable after any Registration Statement is declared effective and shall
simultaneously provide the Investors with copies of any related Prospectus. If
(A) a Registration Statement covering the Registrable Securities is not declared
effective by the SEC within 120 days after the Filing Deadline (the
"Effectiveness Deadline") then the Company shall make to each Investor (pro rata
based upon the number of Registrable Securities held by such Investor), as
liquidated damages and not as a penalty, 525 shares per day for each day
following the date by which such Registration Statement should have been
effective. Those payments will be in lieu of any other monetary damages the
Investors may seek or obtain as a result of the respective delay; provided,
however, nothing in this Agreement will prohibit an Investor from seeking
specific performance of the Company's obligations under this Agreement.
(d) Underwritten Offering. If the company elects, in its
discretion, to engage an underwriter with respect to any offering pursuant to a
Registration Statement, the Company is entitled to select an investment banker
and manager to administer the offering, which investment banker or manager will
be reasonably satisfactory to the Required Investors.
3. Company Obligations. The Company shall use its best efforts to
effect the registration of the Registrable Securities in accordance with the
terms hereof, and the Company will, as expeditiously as possible,
(a) use its best efforts to cause the Registration Statement
to become effective and to remain continuously effective for a period (the
"Effectiveness Period") that will terminate upon the earlier of (i) the date on
which all Registrable Securities covered by the Registration Statement, as
amended from time to time, have been sold and (ii) the date on which the
Settlement Shares may be sold pursuant to Rule 144(k);
(b) prepare and file with the SEC the amendments and
post-effective amendments to the Registration Statement and the Prospectus as
may be necessary to keep the Registration Statement effective for the period
specified in Section 3(a) and to comply with the provisions of the 1933 Act and
the 1934 Act with respect to the distribution of all of the Registrable
Securities;
(c) (i) provide copies to and permit a single counsel
designated by the Investor holding the largest amount of Registrable Securities
(which shall be Jenkens & Xxxxxxxxx unless the Company is otherwise notified) to
review the initial Registration Statement no fewer than four Business Days prior
to the filing of the initial Registration Statement with the SEC and (ii)
provide to that single counsel copies of all post-effective amendments and
supplements to the Registration Statement.
(d) furnish to the Investors and their legal counsel (which
may be by email or portable document format (PDF) file) (i) one copy of any
Registration Statement and any amendment thereto and each preliminary prospectus
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and Prospectus and each amendment or supplement thereto and (ii) the reasonably
requested number of copies of a Prospectus, including a preliminary prospectus,
and all amendments and supplements thereto;
(e) in the event the Company selects an underwriter for the
offering, the Company shall enter into and perform its reasonable obligations
under an underwriting agreement, in usual and customary form, including, without
limitation, customary indemnification and contribution obligations, with the
underwriter of the offering;
(f) use its commercially reasonable efforts to (i) prevent
the issuance of any stop order or other suspension of effectiveness and (ii) if
an order is issued, obtain the withdrawal of the order at the earliest possible
moment;
(g) prior to any public offering of Registrable Securities,
use commercially reasonable efforts to register or qualify or cooperate with the
Investors and their counsel in connection with the registration or qualification
of the Registrable Securities for offer and sale under the securities or blue
sky laws of the jurisdictions requested by the Investors and do any and all
other acts or things necessary or advisable to enable the distribution in those
jurisdictions of the Registrable Securities covered by the Registration
Statement; provided, however, that the Company is not required to (i) qualify to
do business in any jurisdiction where it would not otherwise be required to
qualify but for this Section 3(g), (ii) subject itself to general taxation in
any jurisdiction where it would not otherwise be so subject but for this Section
3(g), or (iii) file a general consent to service of process in any jurisdiction;
(h) if applicable, list all Registrable Securities covered by
a Registration Statement to be listed on each securities exchange, interdealer
quotation system or other market on which similar securities issued by the
Company are then listed;
(i) immediately notify the Investors, at any time when a
Prospectus relating to Registrable Securities is required to be delivered under
the 1933 Act, upon discovery that, or upon the happening of any event as a
result of which, the Prospectus included in a Registration Statement, as then in
effect, includes an untrue statement of a material fact or omits to state any
material fact required to be stated therein or necessary to make the statements
therein not misleading in light of the circumstances then existing, and at the
request of any Investor, promptly prepare and furnish to that Investor a
reasonable number of copies of a supplement to or an amendment of the Prospectus
as may be necessary so that, as thereafter delivered to the purchasers of the
Registrable Securities, that Prospectus does not include an untrue statement of
a material fact or omit to state a material fact required to be stated therein
or necessary to make the statements in the Registration Statement not misleading
in light of the circumstances then existing;
(j) otherwise use its best efforts to comply with all
applicable rules and regulations of the SEC under the 1933 Act and the 1934 Act
and take other actions as may be reasonably necessary to facilitate the
registration of the Registrable Securities hereunder; and
(k) with a view to making available to the Investors the
benefits of Rule 144 (or its successor rule) and any other rule or regulation of
the SEC that may at any time permit the Investors to sell shares of Common Stock
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to the public without registration, the Company covenants and agrees to (i) make
and keep public information available, as those terms are understood and defined
in Rule 144, until the earlier of (A) six months after the date that all of the
Settlement Shares may be resold pursuant to Rule 144(k) or any other rule of
similar effect or (B) the date that the Registrable Securities shall have been
resold; (ii) file with the SEC in a timely manner all reports and other
documents required of the Company under the 1934 Act; and (iii) furnish to each
Investor upon request, as long as that Investor owns any Registrable Securities,
(A) a written statement by the Company that it has complied with the reporting
requirements of the 1934 Act, (B) a copy of the Company's most recent Annual
Report on Form 10-K or Quarterly Report on Form 10-Q, and (C) other information
as may be reasonably requested in order to avail the Investor of any rule or
regulation of the SEC that permits the selling of those Registrable Securities
without registration.
4. Due Diligence Review; Information. The Company shall make available,
during normal business hours, for inspection and review by the Investors,
advisors to and representatives of the Investors, all financial and other
records, all SEC filings and all other corporate documents and properties of the
Company as may be reasonably necessary for the purpose of the review, and cause
the Company's officers, directors and employees, within a reasonable time
period, to supply all information reasonably requested by the Investors or any
representative, advisor or underwriter in connection with the Registration
Statement (including, without limitation, in response to all questions and other
inquiries reasonably made or submitted by any of them), prior to and from time
to time after the filing and effectiveness of the Registration Statement for the
sole purpose of enabling the Investors and the representatives, advisors and
underwriters and their respective accountants and attorneys to conduct initial
and ongoing due diligence with respect to the Company and the accuracy of the
Registration Statement.
Except for disclosures to any Investor whose representative or
Affiliate occupies a seat or has observation rights with respect to the board of
directors of the Company or any of its subsidiaries, the Company shall not
disclose material nonpublic information to the Investors, or to advisors to or
representatives of the Investors, unless prior to disclosure of the information
the Company identifies the information as being material nonpublic information
and provides the Investors, the advisors and representatives with the
opportunity to accept or refuse to accept that material nonpublic information
for review and any Investor wishing to obtain that information enters into an
appropriate confidentiality agreement with the Company with respect thereto.
5. Obligations of the Investors.
(a) Each Investor shall furnish in writing to the Company the
information regarding itself, the Registrable Securities held by it and the
intended method of disposition of the Registrable Securities held by it, as
shall be reasonably required to effect the registration of the Registrable
Securities and shall execute the documents in connection with the registration
as the Company may reasonably request. At least seven Business Days prior to the
first anticipated filing date of any Registration Statement, the Company shall
notify each Investor of the information the Company requires from that Investor
if that Investor elects to have any of the Registrable Securities included in
the Registration Statement. An Investor shall provide that information to the
Company at least five Business Days prior to the first anticipated filing date
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of the Registration Statement if that Investor elects to have any of the
Registrable Securities included in the Registration Statement.
(b) Each Investor, by its acceptance of the Registrable
Securities, agrees to cooperate with the Company as reasonably requested by the
Company in connection with the preparation and filing of a Registration
Statement hereunder.
(c) In the event the Company, at the request of the
Investors, decides to engage the services of an underwriter, each Investor
agrees to enter into and perform its obligations under an underwriting
agreement, in usual and customary form, including, without limitation, customary
indemnification and contribution obligations, with the managing underwriter of
the offering and take other actions as are reasonably required in order to
expedite or facilitate the dispositions of the Registrable Securities. The scope
of any indemnification in favor of an underwriter shall be limited to the same
extent as the indemnity provided in Section 6(b) hereof.
(d) Each Investor agrees that, upon receipt of any notice
from the Company of the happening of an event pursuant to Section 3(i), the
Investor shall immediately discontinue disposition of Registrable Securities
pursuant to the Registration Statement covering the Registrable Securities,
until the Investor's receipt of the copies of the supplemented or amended
prospectus filed with the SEC and until any related post-effective amendment is
declared effective and, if so directed by the Company, the Investor shall
deliver to the Company (at the expense of the Company) or destroy (and deliver
to the Company a certificate of destruction) all copies in the Investor's
possession of the Prospectus covering the Registrable Securities current at the
time of receipt of that notice.
(e) No Investor may participate in any third party
underwritten registration hereunder unless it (i) agrees to sell the Registrable
Securities on the basis provided in any underwriting arrangements in usual and
customary form entered into by the Company, (ii) completes and executes all
questionnaires, powers of attorney, indemnities, underwriting agreements and
other documents reasonably required under the terms of the underwriting
arrangements, and (iii) agrees to pay its pro rata share of all underwriting
discounts and commissions. Notwithstanding the foregoing, no Investor shall be
required to make any representations to the underwriter, other than those with
respect to itself and the Registrable Securities owned by it, including its
right to sell the Registrable Securities, and any indemnification in favor of
the underwriter by the Investors shall be several and not joint. The scope of
any indemnification in favor of an underwriter shall be limited to the same
extent as the indemnity provided in Section 6(b) hereof.
6. Indemnification.
(a) Indemnification by the Company. The Company will
indemnify and hold harmless each Investor and its officers, directors, members,
employees and agents, successors and assigns, and each other person, if any, who
controls that Investor within the meaning of the 1933 Act, against any losses,
claims, damages or liabilities, joint or several, to which they may become
subject under the 1933 Act or otherwise, insofar as those losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon (i) any untrue statement or alleged untrue statement of any material fact
contained in any Registration Statement, any preliminary prospectus or final
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prospectus contained therein, or any amendment or supplement thereof; (ii) any
blue sky application or other document executed by the Company specifically for
that purpose or based upon written information furnished by the Company filed in
any state or other jurisdiction in order to qualify any or all of the
Registrable Securities under the securities laws thereof (any such application,
document or information herein called a "Blue Sky Application"); (iii) the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading; or
(iv) any violation by the Company or its agents of any rule or regulation
promulgated under the 1933 Act applicable to the Company or its agents and
relating to action or inaction required of the Company in connection with the
registration and will reimburse the Investor, and each officer, director,
member, employee or agent and each controlling person for any legal or other
expenses reasonably incurred by them in connection with investigating or
defending any loss, claim, damage, liability or action; provided, however, that
the Company will not be liable in any case if and to the extent that the loss,
claim, damage or liability arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission so made in conformity
with information furnished by that Investor or the controlling person in writing
specifically for use in the Registration Statement or Prospectus.
(b) Indemnification by the Investors. In connection with any
registration pursuant to the terms of this Agreement, each Investor will furnish
to the Company in writing the information as the Company reasonably requests
concerning the holders of Registrable Securities or the proposed manner of
distribution for use in connection with any Registration Statement or Prospectus
and agrees, severally but not jointly, to indemnify and hold harmless, to the
fullest extent permitted by law, the Company, its directors, officers, employees
and each person who controls the Company (within the meaning of the 0000 Xxx)
against any losses, claims, damages, liabilities and expense (including
reasonable attorney fees) resulting from any untrue statement of a material fact
or any omission of a material fact required to be stated in the Registration
Statement or Prospectus or preliminary prospectus or amendment or supplement
thereto or necessary to make the statements therein not misleading, to the
extent, but only to the extent that the untrue statement or omission is
contained in any information furnished by the Investor to the Company
specifically for inclusion in the Registration Statement or Prospectus or
amendment or supplement thereto.
(c) Conduct of Indemnification Proceedings. Any person
entitled to indemnification hereunder shall (i) give prompt notice to the
indemnifying party of any claim with respect to which it seeks indemnification
and (ii) permit the indemnifying party to assume the defense of the claim with
counsel reasonably satisfactory to the indemnified party; provided that any
person entitled to indemnification hereunder shall have the right to employ
separate counsel and to participate in the defense of the claim, but the fees
and expenses of that counsel shall be at the expense of that person unless (a)
the indemnifying party has agreed to pay those fees or expenses, or (b) the
indemnifying party shall have failed to assume the defense of the claim and
employ counsel reasonably satisfactory to that person or (c) in the reasonable
judgment of that person, based upon written advice of its counsel, a conflict of
interest exists between that person and the indemnifying party with respect to
the claims (in which case, if the person notifies the indemnifying party in
writing that the person elects to employ separate counsel at the expense of the
indemnifying party, the indemnifying party shall not have the right to assume
the defense of the claim on behalf of that person); and provided, further, that
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the failure of any indemnified party to give notice promptly as provided herein
shall not relieve the indemnifying party of its obligations hereunder, except to
the extent that the failure to give notice promptly shall materially adversely
affect the indemnifying party in the defense of the claim or litigation. It is
understood that the indemnifying party shall not, in connection with any
proceeding in the same jurisdiction, be liable for fees or expenses of more than
one separate firm of attorneys at any time for all the indemnified parties. No
indemnifying party will, except with the consent of the indemnified party, not
to be unreasonably withheld, consent to entry of any judgment or enter into any
settlement that does not include as an unconditional term thereof the giving by
the claimant or plaintiff to the indemnified party of a release from all
liability in respect of the claim or litigation.
(d) Contribution. If for any reason the indemnification
provided for in the preceding paragraphs (a) and (b) is unavailable to an
indemnified party or insufficient to hold it harmless, other than as expressly
specified therein, then the indemnifying party shall contribute to the amount
paid or payable by the indemnified party as a result of such loss, claim, damage
or liability in that proportion as is appropriate to reflect the relative fault
of the indemnified party and the indemnifying party, as well as any other
relevant equitable considerations. No person guilty of fraudulent
misrepresentation within the meaning of Section 11(f) of the 1933 Act shall be
entitled to contribution from any person not guilty of the fraudulent
misrepresentation. In no event shall the contribution obligation of a holder of
Registrable Securities be greater in amount than the dollar amount of the net
proceeds (net of all expenses paid by that holder in connection with any claim
relating to this Section 6 and the amount of any damages the holder has
otherwise been required to pay by reason of the untrue or alleged untrue
statement or omission or alleged omission) received by it upon the sale of the
Registrable Securities giving rise to the contribution obligation (or that could
be received by the Investor upon the sale of the Registrable Securities included
in the Registration Statement at fair market value on the date of determination
of liability to the extent any Registrable Securities remain unsold).
7. Miscellaneous.
(a) Amendments and Waivers. This Agreement may be amended
only by a writing signed by the Company and the Required Investors. The Company
may take any action herein prohibited, or omit to perform any act herein
required to be performed by it, only if the Company shall have obtained the
written consent to the amendment, action or omission to act, of the Required
Investors.
(b) Notices. All notices and other communications provided
for or permitted hereunder shall be in writing, shall specifically refer to this
Agreement, and shall be delivered or transmitted by reliable overnight courier
or other reliable delivery service, and shall be addressed to the party at the
address set forth on the signature page hereof.
(c) Assignments and Transfers by Investors. The provisions of
this Agreement shall be binding upon and inure to the benefit of the Investors
and their respective successors and assigns. An Investor may transfer or assign,
in whole or from time to time in part, to one or more persons its rights
hereunder in connection with the transfer of Registrable Securities by that
Investor to that person, provided that that Investor complies with all laws
applicable thereto, provides written notice of assignment to the Company
promptly after the assignment is effected and the assignee executes a
counterpart to this Agreement assuming all rights and obligations of an Investor
hereunder.
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(d) Assignments and Transfers by the Company. This Agreement
may not be assigned by the Company without the prior written consent of the
Required Investors, provided, however, that the Company may assign its rights
and delegate its duties hereunder to any surviving or successor corporation in
connection with a merger or consolidation of the Company with another
corporation, or a sale, transfer or other disposition of all or substantially
all of the Company's assets to another corporation, without the prior written
consent of the Required Investors, after notice duly given by the Company to
each Investor; provided that such successor corporation assumes the Company's
obligations hereunder.
(e) Benefits of the Agreement. The terms and conditions of
this Agreement shall inure to the benefit of and be binding upon the respective
permitted successors and assigns of the parties. Nothing in this Agreement,
express or implied, is intended to confer upon any party other than the parties
hereto or their respective successors and assigns any rights, remedies,
obligations, or liabilities under or by reason of this Agreement, except as
expressly provided in this Agreement.
(f) Counterparts; Faxes. This Agreement may be executed in
two or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument. This Agreement may
also be executed via facsimile, which shall be deemed an original.
(g) Titles and Subtitles. The titles and subtitles used in
this Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.
(h) Severability. Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to that jurisdiction,
be ineffective to the extent of that prohibition or unenforceability without
invalidating the remaining provisions hereof but shall be interpreted as if it
were written so as to be enforceable to the maximum extent permitted by
applicable law, and the prohibition or unenforceability in any jurisdiction
shall not invalidate or render unenforceable that provision in any other
jurisdiction. To the extent permitted by applicable law, the parties hereby
waive any provision of law that renders any provisions hereof prohibited or
unenforceable in any respect.
(i) Further Assurances. The parties shall execute and deliver
all further instruments and documents and take all other actions as may
reasonably be required to carry out the transactions contemplated hereby and to
evidence the fulfillment of the agreements herein contained.
(j) Entire Agreement. This Agreement is intended by the
parties as a final expression of their agreement and intended to be a complete
and exclusive statement of the agreement and understanding of the parties hereto
in respect of the subject matter contained herein. This Agreement supersedes all
prior agreements and understandings between the parties with respect to such
subject matter.
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(k) Governing Law; Consent to Jurisdiction; Waiver of Jury
Trial. This Agreement shall be governed by, and construed in accordance with,
the internal laws of the State of Nevada without regard to the choice of law
principles thereof. Each of the parties hereto irrevocably submits to the
exclusive jurisdiction of the state and federal courts of the State of Nevada
for the purpose of any suit, action, proceeding or judgment relating to or
arising out of this Agreement and the transactions contemplated hereby. Service
of process in connection with any such suit, action or proceeding may be served
on each party hereto anywhere in the world by the same methods as are specified
for the giving of notices under this Agreement. Each of the parties hereto
irrevocably consents to the jurisdiction of any such court in any such suit,
action or proceeding and to the laying of venue in such court. Each party hereto
irrevocably waives any objection to the laying of venue of any such suit, action
or proceeding brought in such courts and irrevocably waives any claim that any
such suit, action or proceeding brought in any such court has been brought in an
inconvenient forum. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A
TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS
THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.
[Remainder of page intentionally blank; signature page follows]
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IN WITNESS WHEREOF, the parties have executed this Registration Rights
Agreement or caused their duly authorized officers to execute this Registration
Rights Agreement as of the date first above written.
ALTAIR NANOTECHNOLOGIES, INC.
By: /s/ Xxxxxx Xxxxxxxxx
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Name: Xxxxxx Xxxxxxxxx
---------------------------------------------
Title: Chief Financial Officer
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Address: Altair Nanotechnologies, Inc.
000 Xxxxxx Xxx
Xxxx, Xxxxxx 00000
Attn: Corporate Secretary
Facsimile: (000) 000-0000
TOYOTA ON WESTERN, INC.
By: /s/ Xxxxx Xxxxxx
---------------------------------------------
Name: Xxxxx Xxxxxx
---------------------------------------------
Title: President
---------------------------------------------
Address: Toyota On Western
0000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Facsimile: (000) 000-0000
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