REPRICING AMENDMENT TO
COMMON SHARE PURCHASE WARRANTS
This Repricing Amendment to Common Share Purchase Warrants (this
"Amendment") is entered into effective as of October 18, 2001, by and between
Altair International, Inc. an Ontario corporation (the "Company") Xxxxx Xxxxxx,
an individual, and Toyota on Western, Inc., an Illinois corporation and
affiliate of Xxxxx Xxxxxx. Xxxxx Xxxxxx and Toyota on Western Inc., are
collectively referred to as the "Holders" and separately referred to as a
"Holder."
Background
A. The Holders are affiliated parties, and Xxxxx Xxxxxx is a primary
owner and President of Toyota on Western, Inc.
B. Between December 1999 and August 2000, one or the other of the
Holders purchased the following warrants to purchase common shares of the
Company (1) a Series K-1 Warrant dated December 6, 1999 for 25,000 common
shares, (2) a Series L-1 Warrant dated January 24, 2000 for 25,000 common
shares, (3) a Series 0000X-0 Xxxxxxx dated July 8, 2000 for 15,500 common
shares, (4) a Series 0000X-0 Xxxxxxx dated July 17, 2000 for 9,000 common
shares, (5) a Series 0000X-0 Xxxxxxx dated July 20, 2000 for 25,500 common
shares, (6) a Series 0000X-0 Xxxxxxx dated July 28, 2000 for 34,500 common
shares, (7) a Series 0000X-0 Xxxxxxx dated July 31, 2000 for 13,000 common
shares, (8) a Series 0000X-0 Xxxxxxx dated August 7, 2000 for 26,500 common
shares, (9) a Series 0000X-0 Xxxxxxx dated August 14, 2000 for 30,000 common
shares, and (10) a Series 0000X-0 Xxxxxxx dated August 22, 2000 for 51,000
common shares (the "1999 Warrants"). The offer and sale by the Company of the
1999 Warrants were registered under Securities Act of 1933, as amended (the
"Securities Act"), pursuant to Registration Statement on Form S-3, No.
333-70763, and each such offer and sale was proceeded by a Prospectus dated
March 17, 1999 and a related prospectus supplement.
C. During March 2000 and August 2000, one or the other of the Holders
purchased (1) a Series M-1 Warrant dated March 3, 2000 for 83,333 common shares,
(2) a Series 2000B-1 Warrant dated August 4, 2000 for 187,500 common shares of
the Company, and (3) a Series 2000C-1 Warrant dated August 4, 2000 for 187,500
common shares of the Company (the "2000 Warrants"; collectively with the 1999
Warrants, the "Warrants") from the Company in a private offering exempt from the
registration requirements of the Securities Act. The 2000 Warrants are
"restricted securities," as defined under Rule 144 promulgated under the
Securities Act. The resale of the common shares issuable upon exercise of the
2000 Warrants, however, has been registered under the Securities Act pursuant to
Registration Statement on Form S-3, No. 333-54902 (the "Resale Registration
Statement").
D. In order to provide incentive for the Holders to exercise the
Warrants as soon as possible, the Company has agreed to reduce the exercise
price of each of the Warrants to $1.00 for a limited period, after which the
exercise price will again increase to the exercise price set forth in the
respective Warrant, all on and subject to the terms and conditions of this
Amendment.
Agreement
NOW THEREFORE, in consideration of the covenants set forth
herein and in the Warrants and other good and valuable consideration, the
receipt and adequacy of which is hereby acknowledged, the Company and the
Holders hereby agree as follows:
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1. Amendment to 1999 Warrants. Each of the 1999 Warrants is hereby
amended to include a Section (which shall be the last numbered Section of the
respective Warrant), the text of which is as follows:
Notwithstanding anything to the contrary in this Warrant Certificate,
with respect to any Warrant that is exercised during the period
commencing on October 18, 2001 and ending at 5:00 Pacific Time on
December 3, 2001 (the "1999 Warrant Discount Period"), the Exercise
Price shall be U.S. $1.00. Following the expiration of the 1999 Warrant
Discount Period, the Exercise Price shall increase to the amount
designated as the Exercise Price in the first paragraph of this Warrant
Certificate.
2. Amendment to 2000 Warrants. Each of the 2000 Warrants is hereby
amended to include a Section (which shall be the last numbered Section of the
respective Warrant), the text of which is as follows:
Notwithstanding anything to the contrary in this Warrant Certificate,
with respect to any Warrant that is exercised during the period
commencing on the business day that is two business days after the
Corporation has filed its Quarterly Report on Form 10-Q for the
three-month period ended September 30, 2001 and ending at 5:00 Pacific
Time on December 14, 2001 (the "2000 Warrant Discount Period"), the
Exercise Price shall be U.S. $1.00. Following the expiration of the
2000 Warrant Discount Period, the Exercise Price shall increase to the
amount designated as the Exercise Price in the first paragraph of this
Warrant Certificate.
3. Covenants by Company and Holders. Unless the Company has earlier
caused this Amendment to be filed with the Securities and Exchange Commission as
an Exhibit to a report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended, the Company shall cause this Amendment to be
filed as an Exhibit to its Quarterly Report on Form 10-Q for the three-month
period ended September 30, 2001 and shall, within two days of the date of such
filing, promptly thereafter deliver to the Holders a prospectus under the Resale
Registration Statement reflecting any changes effected by this Amendment. The
Holders agree that all common shares of the Company issuable upon exercise of
the 2000 Warrants shall be sold in compliance with the prospectus delivery
requirements of the Securities Act, using the most recent form of prospectus
provided by the Company.
4. Expiration of Offer. This Amendment shall be binding on the parties
hereto only when and if signed by all of the parties hereto. The Company agrees
to execute this Amendment if it receives a copy of this Amendment executed by
both of the Holders on or before October 26, 2001.
5. Ratification of Warrants. Except as expressly amended by this
Amendment, the terms and conditions of each of the Warrants are hereby ratified
and confirmed by the parties hereto and thereto.
6. 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 the Holders have caused this
Repricing Amendment to Common Share Purchase Warrants to be executed effective
as of the date first set forth above.
The Company
Altair International Inc.
By: /s/ Xxxxxxx X. Xxxx
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Xxxxxxx X. Xxxx, President
The Holders
/s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx, an individual
Toyota On Western, Inc.
By: /s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx, President
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