AMENDMENT NO. 1
TO
STOCK PURCHASE WARRANTS
This Amendment No. 1 to Stock Purchase Warrants (this "Amendment") is
entered into as of December 28, 2001 (the "Effective Date"), by and between
Altair International Inc., an Ontario corporation (the "Company") and Doral 18,
LLC ("Holder").
Background
A. During the period between December 15, 2000 and the day prior to the
Effective Date, the Company has issued to Holder to the warrants described on
Exhibit A hereto (each, a "Warrant"; collectively, the "Warrants").
B. The Company, certain affiliates of the Company and Holder are
entering into a Note Termination and Issuance Agreement (the "Termination
Agreement") as of the Effective Date. In connection with the Termination
Agreement, the Company and Holder desire to amend the Warrants as set forth
herein.
Agreement
NOW THEREFORE, in consideration of the mutual covenants set forth
herein, in the Termination Agreement and in the Warrants, and other good and
valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the Company and Holder hereby agree as follows:
1. Definitions. Capitalized terms used but not defined herein shall
have the meaning set forth in the Warrants.
2. Amendment of Exercise Price. Section 1(b)(xiii) of each of the
Warrants is hereby deleted and replaced with the following: "Warrant Exercise
Price" means $1.50, subject to adjustment as provided in Section 3.
3. Deletion of Rounddown Provisions. The following Sections of each of
the Warrants are hereby deleted in their entirety: Section 2(f), Section 3(a),
Section 3(c), Section 3(d), Section 3(g) and Section 3(k).
4. Ratification of Warrants. Except as expressly amended by this
Amendment, the terms and conditions of each of Warrants are hereby ratified and
confirmed by the parties hereto and thereto.
5. Counterparts. This Amendment may be signed in counterparts, all of
which taken together shall constitute a single integrated agreement. A facsimile
copy of this Amendment or any counterpart thereto shall be valid as an original.
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IN WITNESS WHEREOF, the Company and Holder have caused this Amendment
No. 1 to Stock Purchase Warrants to be executed effective as of the date first
set forth above.
The Company
Altair International, Inc.
By: /s/ Xxxxxxx X. Xxxx
_________________, its ___________
Holder
Doral 18, LLC
By: /s/ Xxxxx Xxxxx
_________________, its ___________
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Exhibit A
to
Amendment to Stock Purchase Warrants
WARRANTS
------------------ ------------------------- -------------------------
Name of Holder Date of Issuance Number of Warrants
------------------ ------------------------- -------------------------
Doral 18, LLC December 15, 2000 350,000
------------------ ------------------------- -------------------------
Doral 18, LLC June 7, 2001 150,000
------------------ ------------------------- -------------------------
Doral 18, LLC June 7, 2001 150,000
------------------ ------------------------- -------------------------
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