ALTAIR INTERNATIONAL INC.
AMENDMENT TO
COMMON SHARE PURCHASE WARRANTS
This Amendment to Common Share Purchase Warrants (this "Amendment") is entered
into effective as of June 20, 2001, by and between Altair International, Inc. an
Ontario corporation (the "Corporation") 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. One or the other of the Holders has purchased, and the Corporation
has executed and delivered to one or the other of the Holders, the following
warrants to purchase common shares of the Corporation (1) a Warrant dated
December 6, 1999 for 25,000 common shares of the Corporation, (2) a Warrant
dated January 24, 2000 for 25,000 common shares of the Corporation, (3) a Series
M-1 Warrant dated March 3, 2000 for 83,333 common shares of the Corporation, (4)
a Series 0000X-0 Xxxxxxx dated July 8, 2000 for 15,500 common shares of the
Corporation, (5) a Series 0000X-0 Xxxxxxx dated July 17, 2000 for 9,000 common
shares of the Corporation, (6) a Series 0000X-0 Xxxxxxx dated July 20, 2000 for
25,500 common shares of the Corporation, (7) a Series 0000X-0 Xxxxxxx dated July
28, 2000 for 34,500 common shares of the Corporation, (8) a Series 0000X-0
Xxxxxxx dated July 31, 2000 for 13,000 common shares of the Corporation, (9) a
Series 0000X-0 Xxxxxxx dated August 7, 2000 for 26,500 common shares of the
Corporation, (10) a Series 0000X-0 Xxxxxxx dated August 4, 2000 for 187,500
common shares of the Corporation, (11) a Series 2000C-1 Warrant dated August 4,
2000 for 187,500 common shares of the Corporation, (12) a Series 0000X-0 Xxxxxxx
dated August 14, 2000 for 30,000 common shares of the Corporation, (13) a Series
0000X-0 Xxxxxxx dated August 22, 2000 for 51,000 common shares of the
Corporation, (14) a Series 0000X-00 Xxxxxxx dated March 26, 2001 for 39,000
common shares of the Corporation, (15) a Series 0000X-00 Xxxxxxx dated March 26,
2001 for 43,500 common shares of the Corporation, (16) a Series 0000X-0 Xxxxxxx
dated June 19, 2001 for 400,000 common shares of the Corporation and (17) a
Series 0000-X-0 Xxxxxxx dated June 19, 2001 for 400,000 common shares of the
Corporation. The Warrants identified as (1) through (17) above are collectively
referred to as the "Warrants" and individually referred to as a "Warrant."
B. When the Warrants are combined with the common shares owned outright
by the Holders, the Holders' total beneficial ownership of the Corporation is
approaching 10% of the outstanding common shares of the Corporation. The Holders
and the Corporation do not desire either or both of the Holders to exercise
control over the Corporation or to have beneficial ownership of 10% of the
common shares of the Corporation. Therefore, the Corporation and the Holders
desire to amend the Warrants as set forth below.
Agreement
NOW THEREFORE, in consideration of the covenants set forth
herein and in the Warrant and other good and valuable consideration, the receipt
and adequacy of which is hereby acknowledged, the Corporation and the Holders
hereby agree as follows:
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1. Amendment. Each of the 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:
The Holder may not exercise the Warrant to the extent such exercise
would result in the Holder together with any affiliate thereof,
beneficially owning (as determined in accordance with Section 13(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act")
and the rules promulgated thereunder) in excess of 9.999% of the then
issued and outstanding Common Shares of the Corporation, including
shares issuable upon such exercise and held by the Holder after
application of this Section. The Holder shall have the authority and
obligation to determine whether the restriction contained in this
Section will limit any particular exercise under the Warrant. To the
extent that the Holder determines that the limitation contained in this
Section would apply to any particular exercise, the Holder shall be
responsible for determining which portion of the Warrant is
exercisable, for notifying the Corporation which portion of the Warrant
is exercisable at the time of the Holder's exercise of the Warrant and
for not attempting to exercise the Warrant with respect to a number of
Common Shares that would exceed the limits set forth in this Section.
The Holder acknowledges and agrees: (a) that the Corporation is not
responsible for tracking (and has no means to track) the number of
Common Shares beneficially owned by the Holder, (b) that neither the
Corporation nor its counsel has provided, or has any obligation to
provide, advice to the Holder regarding the Holder's ownership of
Common Shares or compliance with governing securities laws and (c) that
the Corporation shall not be liable for any civil or criminal damages
or sanctions that may be imposed upon or against holder as a result of
his failure to comply with the provisions of the Warrant or governing
state or federal securities laws.
2. Ratification of Warrant. 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.
3. 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.
[intentionally left blank; signature page follows]
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IN WITNESS WHEREOF, the Corporation and the Holders have caused this Amendment
to Common Share Purchase Warrants to be executed effective as of the date first
set forth above.
The Corporation
Altair International Inc.
By: /s/ Xxxxxxx X. Xxxx
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Xxxxxxx X. Xxxx, President
The Holders
By: /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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