THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS AND HAVE BEEN TAKEN
FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO OR FOR SALE IN CONNECTION
WITH ANY DISTRIBUTION THEREOF. THESE SECURITIES MAY NOT BE SOLD OR OTHERWISE
TRANSFERRED UNLESS A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, IS IN EFFECT WITH RESPECT TO SUCH SECURITIES OR THE CORPORATION HAS
RECEIVED AN OPINION IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION
PROVIDING THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT OF 1933, AS AMENDED, IS AVAILABLE.
ALTAIR NANOTECHNOLOGIES INC.
COMMON SHARE PURCHASE WARRANT
______ Series 2003B Warrants rrant Certificate No. 2003B-_
Void after 5:00 p.m., Mountain Standard Time
on March 30, 2008 or on such earlier date specified herein
ALTAIR NANOTECHNOLOGIES INC.
(Incorporated under the laws of Ontario)
This Series 2003B Warrant Certificate ("Warrant Certificate") is to certify
that, for value received, _______________ or registered assigns (the "Holder")
shall have the right to purchase from Altair Nanotechnologies Inc. (hereinafter
called the "Corporation") one fully paid and non-assessable Common Share of the
Corporation (a "Common Share") for each Series 2003B Warrant (individually, a
"Warrant") represented by this Warrant Certificate during the time period
commencing on the date this Warrant is executed by the Corporation and
continuing until 5:00 p.m. (Mountain Standard time) on the earlier to occur of
(i) March 30, 2008, and (ii) the 180th day following the date on which the
closing price of the Common Shares on the principal trading market of the
Corporation has equaled or exceeded U.S. $4.00 for 10 days, whether or not
consecutive (the earlier of (i) or (ii), "Expiry Time"). The exercise price for
the purchase of each such Common Share shall be U.S. $1.00 per share (the
"Exercise Price"). The number of Common Shares to be received upon the exercise
of each Warrant and the Exercise Price may be adjusted from time to time as
hereinafter set forth.
The Warrants shall be subject to the following terms and conditions:
1. For the purposes of this Warrant, the term "Common Shares" means common
shares without nominal or par value in the capital of the Corporation
as constituted on the date hereof; provided that in the event of a
change, subdivision, redivision, reduction, combination or
consolidation thereof or any other adjustment under section 10 hereof,
or successive such changes, subdivisions, redivisions, reductions,
combinations, consolidations or other adjustments, then subject to the
adjustments, if any, having been made in accordance with the provisions
of this Warrant Certificate, "Common Shares" shall thereafter mean the
shares, other securities or other property resulting from such change,
subdivision, redivision, reduction, combination or consolidation or
other adjustment.
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2. This Warrant Certificate shall be signed by an officer of the
Corporation holding office at the time of signing, or any successor or
replacement person and notwithstanding any change in any of the persons
holding said offices between the time of actual signing and the
delivery of the Warrant Certificate and notwithstanding that such
officer signing may not have held office at the date of the delivery of
the Warrant Certificate, the Warrant Certificate so signed shall be
valid and binding upon the Corporation.
3. All rights under any of the Warrants in respect of which the right of
subscription and purchase therein provided for shall not theretofore
have been exercised shall wholly cease and determine and such Warrants
shall be wholly void and of no valid or binding effect after the Expiry
Time.
4. The right to purchase Common Shares pursuant to the Warrants may only
be exercised by the Holder at or before the Expiry Time by:
(a) duly completing and executing a Subscription Form in the form
attached hereto, in the manner therein indicated; and
(b) surrendering this Warrant Certificate and the duly completed
and executed Subscription Form to the Corporation at the
address specified in section 22 below together with payment of
the purchase price for the Common Shares subscribed for in the
form of cash or a certified cheque payable to the Corporation
in an amount equal to the then applicable Exercise Price
multiplied by the number of Common Shares subscribed for.
5. Upon receipt of the Subscription Form, this Warrant Certificate, and
payment as aforesaid, the Corporation shall cause to be issued to the
Holder the number of Common Shares to be issued and the Holder shall
become a shareholder of the Corporation in respect of such Common
Shares, effective as of the date of receipt by the Corporation of such
Subscription Form, Warrant Certificate, and payment and shall be
entitled to delivery of a certificate or certificates evidencing such
shares. The Corporation shall cause such certificate or certificates to
be mailed to the Holder at the address or addresses specified in such
Subscription Form within ten (10) business days of such receipt and
payment as herein provided or, if so instructed by the Holder, held for
pick-up by the Holder at the principal office of the registrar and
transfer agent of the Common Shares, Equity Transfer Services Inc. (the
"Transfer Agent").
6. No fractional shares or stock representing fractional shares shall be
issued upon the exercise of any Warrant. In lieu of any fractional
shares which would otherwise be issuable, the Corporation shall either
pay cash equal to the product of such fraction multiplied by the fair
market value of one Common Shares on the date of exercise, as
determined in good faith by the Corporation's Board of Directors, or
issue the next largest whole number of Common Shares at the
Corporation's option.
7. The Warrants may not be exercised unless at the time of exercise (i) a
registration statement registering the Common Shares issuable upon such
exercise is effective under the Securities Act of 1933, as amended (the
"1933 Act"), or the transaction in which such shares are to be issued
is exempted from the application of the registration requirements of
the 1933 Act, and (ii) the Common Shares issuable upon exercise of the
Warrants have been registered or qualified under any applicable
Canadian, provincial, state securities laws or an exemption from
registration or qualification is available under such laws. The Common
Shares issuable upon exercise of this Warrant are and will be
-2-
"restricted securities" under the 1933 Act inasmuch as they are being
acquired from the Corporation in a transaction not involving a public
offering, and that, under the 1933 Act and applicable regulations
thereunder, such securities may be resold without registration under
the 1933 Act only in certain limited circumstances. Unless a
registration statement registering the Common Shares issuable upon
exercise of any Warrant is effective under the 1933 Act at the time
such Common Shares are issued, the certificates evidencing such Common
Shares shall bear the legend set forth below, together with any other
legends required by the laws of the Province of Ontario and any other
state or province with jurisdiction:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER APPLICABLE STATE
SECURITIES LAWS AND HAVE BEEN TAKEN FOR INVESTMENT PURPOSES
ONLY AND NOT WITH A VIEW TO OR FOR SALE IN CONNECTION WITH ANY
DISTRIBUTION THEREOF. THESE SECURITIES MAY NOT BE SOLD OR
OTHERWISE TRANSFERRED UNLESS A REGISTRATION STAEMENT UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, IS IN EFFECT WITH RESPECT
TO SUCH SECURITIES OR THE CORPORATION HAS RECEIVED AN OPINION
IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION
PROVIDING THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT OF 1933, AS AMENDED, IS AVAILABLE.
The legend set forth above shall be removed by the Corporation from any
certificate evidencing the Common Shares issuable upon exercise of the
Warrants only (i) upon receipt by the Corporation of an opinion in form
and substance satisfactory to the Corporation that such legend may be
removed pursuant to Rule 144 promulgated under the 1933 Act, (ii) upon
confirmation that a registration statement under the 1933 Act is at
that time in effect with respect to such Common Shares and that such
transfer will not jeopardize the exemption or exemptions from
registration pursuant to which the respective Common Shares were
issued.
8. The holding of a Warrant shall not constitute the Holder a shareholder
of the Corporation nor entitle him to any right or interest in respect
thereof except as herein expressly provided.
9. The Corporation covenants and agrees that until the Expiry Time, while
any of the Warrants shall be outstanding, it shall reserve and there
shall remain unissued out of its authorized capital a sufficient number
of Common Shares to satisfy the right of purchase herein provided, as
such right of purchase may be adjusted pursuant to sections 10 and 11
hereof. All Common Shares which shall be issued upon the exercise of
the right to purchase herein provided for, upon payment therefor of the
amount at which such Common Shares may at the time be purchased
pursuant to the provisions hereof, shall be issued as fully paid and
non-assessable shares and the holders thereof shall not be liable to
the Corporation or its creditors in respect thereof.
10. (a) If and whenever at any time after the date hereof and prior to
the Expiry Time the Corporation shall (i) subdivide, redivide or
change its then outstanding Common Shares into a greater number
of Common Shares, (ii) reduce, combine or consolidate its then
outstanding Common Shares into a lesser number of Common Shares
or (iii) issue Common Shares (or securities exchangeable for or
convertible into Common Shares) to the holders of all or
substantially all of its then outstanding Common Shares by way of
a stock dividend or other distribution (any of such events herein
called a "Common Share Reorganization"), then the Exercise Price
shall be adjusted effective immediately after the effective date
of any such event in (i) or (ii) above or the record date at
-3-
which the holders of Common Shares are determined for the purpose
of any such dividend or distribution in (iii) above, as the case
may be, by multiplying the Exercise Price in effect on such
effective date or record date, as the case may be, by a fraction,
the numerator of which shall be the number of Common Shares
outstanding on such effective date or record date, as the case
may be, before giving effect to such Common Share Reorganization
and the denominator of which shall be the number of Common Shares
outstanding immediately after giving effect to such Common Share
Reorganization including, in the case where securities
exchangeable for or convertible into Common Shares are
distributed, the number of Common Shares that would be
outstanding if such securities were exchanged for or converted
into Common Shares.
(b) If and whenever at any time after the date hereof and prior to
the Expiry Time, the Corporation shall distribute any class of
shares or rights, options or warrants or other securities (other
than those referred to in section 10(a) above), evidences of
indebtedness or property (excluding cash dividends paid in the
ordinary course) to holders of all or substantially all of its
then outstanding Common Shares, the number of Common Shares to be
issued by the Corporation under this Warrant shall, at the time
of exercise of the right of subscription and purchase under this
Warrant Certificate, be appropriately adjusted and the Holder
shall receive, in lieu of the number of the Common Shares in
respect of which the right to purchase is then being exercised,
the aggregate number of Common Shares or other securities or
property that the Holder would have been entitled to receive as a
result of such event, if, on the record date thereof, the Holder
had been the registered holder of the number of Common Shares to
which the Holder was theretofore entitled upon the exercise of
the rights of the Holder hereunder.
(c) If and whenever at any time after the date hereof and prior to
the Expiry Time there is a capital reorganization of the
Corporation or a reclassification or other change in the Common
Shares (other than a Common Share Reorganization) or a
consolidation or merger or amalgamation of the Corporation with
or into any other corporation or other entity (other than a
consolidation, merger or amalgamation which does not result in
any reclassification of the outstanding Common Shares or a change
of the Common Shares into other securities), or a transfer of all
or substantially all of the Corporation's assets to another
corporation or other entity in which the holders of Common Shares
are entitled to receive shares, other securities or other
property (any of such events being called a "Capital
Reorganization"), the Holder, where he has not exercised the
right of subscription and purchase under this Warrant Certificate
prior to the effective date of such Capital Reorganization, shall
be entitled to receive and shall accept, upon the exercise of
such right, on such date or any time thereafter, for the same
aggregate consideration in lieu of the number of Common shares to
which he was theretofore entitled to subscribe for and purchase,
the aggregate number of shares or other securities or property
which the Holder would have been entitled to receive as a result
of such Capital Reorganization if, on the effective date thereof,
he had been the registered holder of the number of Common Shares
to which he was theretofore entitled to subscribe for and
purchase.
(d) If and whenever at any time after the date hereof and prior to
the Expiry Time, any of the events set out in section 10(a), (b)
or (c) shall occur and the occurrence of such event results in an
-4-
adjustment of the Exercise Price pursuant to the provisions of
this section 10, then the number of Common Shares purchaseable
pursuant to this Warrant shall be adjusted contemporaneously with
the adjustment of the Exercise Price by multiplying the number of
Common Shares then otherwise purchaseable on the exercise thereof
by a fraction, the numerator of which shall be the Exercise Price
in effect immediately prior to the adjustment and the denominator
of which shall be the Exercise Price resulting from such
adjustment.
(e) If the Corporation takes any action affecting its Common Shares
to which the foregoing provisions of this section 10, in the
opinion of the board of directors of the Corporation, acting in
good faith, are not strictly applicable, or if strictly
applicable would not fairly adjust the rights of the Holder
against dilution in accordance with the intent and purposes
hereof, or would otherwise materially affect the rights of the
Holder hereunder, then the Corporation may execute and deliver to
the Holder an amendment hereto providing for an adjustment in the
application of such provisions so as to adjust such rights as
aforesaid in such manner as the board of directors of the
Corporation may determine to be equitable in the circumstances,
acting in good faith. The failure of the taking of action by the
board of directors of the Corporation to so provide for any
adjustment on or prior to the effective date of any action or
occurrence giving rise to such state of facts will be conclusive
evidence that the board of directors has determined that it is
equitable to make no adjustment in the circumstances.
11. The following rules and procedures shall be applicable to the
adjustments made pursuant to section 10:
(a) any Common Shares owned or held by or for the account of the
Corporation shall be deemed not be to outstanding except that,
for the purposes of section 10, any Common Shares owned by a
pension plan or profit sharing plan for employees of the
Corporation or any of its subsidiaries shall not be considered to
be owned or held by or for the account of the Corporation;
(b) no adjustment in the Exercise Price shall be required unless a
change of at least 1% of the prevailing Exercise Price would
result, provided, however, that any adjustment which, except for
the provisions of this section 11(b), would otherwise have been
required to be made, shall be carried forward and taken into
account in any subsequent adjustment;
(c) the adjustments provided for in section 10 are cumulative and
shall apply to successive subdivisions, consolidations,
dividends, distributions and other events resulting in any
adjustment under the provisions of such section;
(d) in the absence of a resolution of the board of directors of the
Corporation fixing a record date for any dividend or distribution
referred to in section 10(a)(iii) above, the Corporation shall be
deemed to have fixed as the record date therefor the date on
which such dividend or distribution is effected;
(e) if the Corporation sets a record date to take any action and
thereafter and before the taking of such action abandons its plan
to take such action, then no adjustment to the Exercise Price
will be required by reason of the setting of such record date;
(f) forthwith after any adjustment to the Exercise Price or the
number of Common Shares purchaseable pursuant to the Warrants,
-5-
the Corporation shall provide to the Holder a certificate of an
officer of the Corporation certifying as to the amount of such
adjustment and, in reasonable detail, describing the event
requiring and the manner of computing or determining such
adjustment; and
(g) any question that at any time or from time to time arises with
respect to the amount of any adjustment to the Exercise Price or
other adjustment pursuant to section 10 shall be conclusively
determined by a firm of independent chartered accountants (who
may be the Corporation's auditors) selected by the board of
directors of the Corporation and shall be binding upon the
Corporation and the Holder.
12. Within 30 days after the effective date or record date, as applicable,
of any event referred to in section 10, the Corporation shall notify
the Holder of the particulars of such event and the estimated amount of
any adjustment required as a result thereof.
13. On the happening of each and every such event set out in section 10,
the applicable provisions of this Warrant, including the Exercise
Price, shall, ipso facto, be deemed to be amended accordingly and the
Corporation shall take all necessary action so as to comply with such
provisions as so amended.
14. The Corporation shall not be required to deliver certificates for
Common Shares while the share transfer books of the Corporation are
properly closed, having regard to the provisions of sections 10 and 11
hereof, prior to any meeting of shareholders or for the payment of
dividends or for any other purpose and in the event of the surrender of
any Warrant in accordance with the provisions hereof and the making of
any subscription and payment for the Common Shares called for thereby
during any such period delivery of certificates for Common Shares may
be postponed for not more than five (5) days after the date of the
re-opening of said share transfer books. Provided, however, that any
such postponement of delivery of certificates shall be without
prejudice to the right of the Holder so surrendering the same and
making payment during such period to receive after the share transfer
books shall have been re-opened such certificates for the Common Shares
called for, as the same may be adjusted pursuant to sections 10 and 11
hereof as a result of the completion of the event in respect of which
the transfer books were closed.
15. Subject as hereinafter provided, all or any of the rights conferred
upon the Holder by the terms hereof may be enforced by the Holder by
appropriate legal proceedings. No recourse under or upon any
obligation, covenant or agreement contained herein shall be had against
any shareholder or officer of the Corporation either directly or
through the Corporation, it being expressly agreed and declared that
the obligations under the Warrants are solely corporate obligations and
that no personal liability whatever shall attach to or be incurred by
the shareholders or officers of the Corporation or any of them in
respect thereof, any and all rights and claims against every such
shareholder, officer or director being hereby expressly waived as a
condition of and as a consideration for the issue of the Warrants.
16. (a) The Warrants may not be assigned or transferred except as provided
herein and in accordance with and subject to the provisions of the 1933
Act and the Rules and Regulations promulgated thereunder and any
applicable state, Canadian, and provincial securities laws. Assignment
of a Warrant will be permitted only (i) upon receipt by the Corporation
of an opinion in form and substance satisfactory to the Corporation
-6-
that the Warrant may be transferred pursuant to Rule 144 promulgated
under the 1933 Act, or (ii) upon confirmation that a registration
statement under the 1933 Act is at that time in effect with respect to
the Warrant and that such transfer will not jeopardize the exemption or
exemptions from registration pursuant to which the Warrant was issued.
Any purported transfer or assignment made other than in accordance with
this Section 16 shall be null and void and of no force and effect.
(b) Any assignment permitted hereunder shall be made by surrender of
this Warrant Certificate to the Corporation at its principal office
with the Assignment Form annexed hereto duly executed and funds
sufficient to pay any transfer tax. In such event, the Corporation
shall, without charge, execute and deliver a new Warrant Certificate in
the name of the assignee named in such Assignment Form, and the
Warrants represented by this Warrant Certificate shall promptly be
cancelled. This Warrant Certificate may be divided or combined with
other Warrants which carry the same rights upon presentation thereof at
the principal office of the Corporation together with a written notice
signed by the Holder thereof, specifying the names and denominations in
which new Warrants are to be issued. The terms "Warrant" and "Warrants"
as used herein include any Warrants in substitution for or replacement
of this Warrant, or into which the Warrant represented by this Warrant
Certificate may be divided or exchanged.
17. The Holder may subscribe for and purchase any lesser number of Common
Shares than the number of shares expressed in this Warrant Certificate.
In the case of any subscription for a lesser number of Common Shares
than expressed in this or any successor Warrant Certificate or a
transfer of any of the Warrants pursuant to section 16, the Holder
shall be entitled to receive at no cost to the Holder a new Warrant
Certificate in respect of the balance of Warrants not then exercised or
transferred. Any new Warrant Certificate(s) shall be mailed to the
Holder or assignee by the Corporation or, at its direction, the
Transfer Agent, within five (5) business days of receipt by the
Corporation of all materials required by sections 5 or 16, as
applicable.
18. Each Holder of this Warrant, the Warrant Shares or any other security
issued or issuable upon exercise of this Warrant shall indemnify and
hold harmless the Corporation, its directors and officers, and each
person, if any, who controls the Corporation, against any losses,
claims, damages or liabilities, joint or several, to which the
Corporation or any such director, officer or any such person may become
subject under the 1933 Act or statute or common law, insofar as such
losses, claims, damages or liabilities, or actions in respect thereof,
arise out of or are based upon the disposition by such Holder of the
Warrant the Common Shares issuable upon the exercise of this Warrant in
violation of the terms of this Warrant Certificate.
19. If any Warrant Certificate becomes stolen, lost, mutilated or
destroyed, the Corporation shall, on such terms as it may in its
discretion acting reasonably impose, issue and sign a new Warrant
Certificate of like denomination, tenor and date as the Warrant
Certificate so stolen, lost, mutilated or destroyed for delivery to the
Holder.
-7-
20. The Corporation and the Transfer Agent may deem and treat the
registered holder of any Warrant Certificate as the absolute owner of
the Warrants represented thereby for all purposes, and the Corporation
and neither the Corporation nor the Transfer Agent shall be affected by
any notice or knowledge to the contrary except where the Corporation or
the Transfer Agent is required to take notice by statute or by order of
a court of competent jurisdiction. A Holder shall be entitled to the
rights evidenced by such Warrant Certificate free from all equities or
rights of set-off or counterclaim between the Corporation and the
original or any intermediate holder thereof and all persons may act
accordingly and the receipt by any such Holder of the Common Shares
purchaseable pursuant to such Warrant shall be a good discharge to the
Corporation and the Transfer Agent for the same and neither the
Corporation nor the Transfer Agent shall be bound to inquire into the
title of any such Holder except where the Corporation or the Transfer
Agent is required to take notice by statute or by order of a court of
competent jurisdiction.
21. Provisions of this Warrant Certificate may be amended and the
observance thereof may be waived (either generally or in a particular
instance and either retroactively or prospectively), only with the
written consent of the Corporation and the Holder of this Warrant
Certificate.
22. All notices to be sent hereunder shall be deemed to be validly given to
the Holders of the Warrants on the date of receipt if personally
delivered, sent by telecopier or overnight courier, charges prepaid, or
five days after deposit in the United States mail, by registered or
certified mail, postage prepaid, addressed to such holders at their
post office addresses appearing in the register of Warrant holders
caused to be maintained by the Corporation. All notices to be sent
hereunder shall be deemed to be validly given to the Corporation on the
date of receipt if personally delivered, sent by telecopier or
overnight courier, charges prepaid, or five days after deposit in the
United States mail, by registered or certified mail, postage prepaid,
addressed to the Corporation at 0000 Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxx,
Xxxxxxx 00000 or such other address as the Corporation shall have
designated by written notice to such registered owner.
23. This Warrant shall be governed by the laws of the State of Nevada and
the federal laws of the United States applicable therein (within
reference to the conflict of laws provisions thereof).
24. Notwithstanding anything to the contrary herein contained, the Holder
may not exercise any of the Warrants to the extent that, giving effect
to such exercises, the number of Common Shares then beneficially owned
by the Holder, as determined under Section 13(d) of the Exchange Act of
1934, as amended, exceeds 9.999% of the then total number of issued and
outstanding Common Shares (including for such purpose the Common Shares
issuable upon such exercise). Each delivery of an exercise notice under
this Warrant Certificate will constitute a representation by the Holder
that it has evaluated the limitation set forth in this letter and
determined that issuance of the full number of Common Shares requested
in such exercise notice is permitted hereunder. The exercise cap set
forth hereunder shall not restrict the number of Common Shares which
the Holder may receive or beneficially own in order to determine the
amount of securities or other consideration that the Holder may receive
in the event of a merger or other business combination or
reclassification involving the Corporation.
The Corporation is not responsible for tracking (and has no means to
track) the number of Common Shares beneficially owned by the Holder,
-8-
and neither the Corporation nor the Corporation's 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. The Corporation is not liable for any civil or
criminal damages or sanctions that may be imposed upon or against the
Holder as a result of the Holder's failure to comply with the
provisions of this Warrant or governing state or federal securities
laws. Notwithstanding anything in this Warrant Certificate to the
contrary, this Section 24 shall not be subject to amendment by the
parties hereto.
[intentionally left blank; signature page follows]
-9-
IN WITNESS WHEREOF the Corporation has caused this Series 2003B Warrant
Certificate to be signed by its duly authorized officer.
DATED as of the _____________ day of ______, ____.
ALTAIR NANOTECHNOLOGIES INC.
By: ____________________________________
Its: ___________________________________
-10-
SUBSCRIPTION FORM
(Exercise With Cash)
TO BE COMPLETED UPON EXERCISE:
The undersigned hereby subscribes for ________________ common shares of Altair
Nanotechnologies Inc. according to the terms and conditions set forth in the
annexed Warrant Certificate (or such number of other securities or property to
which such warrant entitles the undersigned to acquire under the terms and
conditions set forth in the annexed warrant certificate). The undersigned
represents that the common shares being acquired upon exercise of the Warrant
Certificate are being acquired for the account of the undersigned for investment
and not with a view to, or for resale in connection with, the distribution
thereof and that the undersigned has no present intention of distributing or
reselling such shares. The subscriber acknowledges and agrees that any legend
required the Warrant Certificate or by applicable law may be placed on any
certificates representing common shares delivered to the undersigned.
Address for Delivery of Shares: ____________________________________
____________________________________
____________________________________
____________________________________
Attention: _________________________
Tendered (U.S. $_____ per share) Exercise Price $______________________
Dated at ________________, this _______ day of _______________, ______.
____________________________________
Holder's Name
____________________________________
Authorized Signature
____________________________________
Title (if applicable)
Signature guaranteed:
-11-
ASSIGNMENT FORM
TO BE COMPLETED IF WARRANTS ARE TO BE ASSIGNED:
TO: ALTAIR NANOTECHNOLOGIES INC.
0000 Xxxxxxxx Xxxxxx
Xxxxx 000
Xxxx, Xxxxxxx 00000
By signing below, the undersigned represents, warrants and certifies to
Altair Nanotechnologies Inc. as follows:
(a) the undersigned is the record and beneficial owner of the
Warrant(s) represented by the Warrant Certificate attached hereto; and
(b) either
_____ (i) attached hereto is an opinion in form and substance
satisfactory to the Corporation that the Warrant(s) to be transferred
hereby may be transferred pursuant to Rule 144 promulgated under the
1933 Act, or
______ (ii) a registration statement under the 1933 Act is at
that time in effect with respect to the Warrant(s) to be transferred
hereby and transfer of such Warrant(s) will not jeopardize the
exemption or exemptions from registration pursuant to which such
Warrant(s) were issued.
By signing below, the undersigned hereby transfers, assigns and conveys all
right, title and interest in and to _________ of the Warrants represented by
this Warrant Certificate to ____________________________________________________
residing at ____________________________________________ for good and valuable
consideration. You are hereby instructed to take the necessary steps to effect
this transfer.
Dated at ___________________, this ______ day of _____________, _____.
Witness: ) ____________________________________
) Holder's Name )
) ____________________________________
) Authorized Signature )
)
) ____________________________________
) Title (if applicable) )
)
Signature guaranteed:
-12-
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS AND HAVE BEEN TAKEN
FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO OR FOR SALE IN CONNECTION
WITH ANY DISTRIBUTION THEREOF. THESE SECURITIES MAY NOT BE SOLD OR OTHERWISE
TRANSFERRED UNLESS A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, IS IN EFFECT WITH RESPECT TO SUCH SECURITIES OR THE COMPANY HAS
RECEIVED AN OPINION IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY PROVIDING
THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF
1933, AS AMENDED, IS AVAILABLE.
ALTAIR INTERNATIONAL INC.
AMENDMENT NO. 1 TO
SERIES 2003B COMMON SHARE PURCHASE WARRANT
(CERTIFICATE NO. B-[__])
This Amendment No. 1 to Series 2003B Common Share Purchase Warrant
(this "Amendment") is entered into effective as of June 4, 2004, between Altair
Nanotechnologies, Inc., a corporation under the laws of Canada (the
"Corporation") and [__](the "Holder").
Background
A. The Corporation executed a Series 2003B Common Share Purchase
Warrant, Certificate No. B-[__] in favor of the Holder with respect to [__]
Common Shares of the Corporation (the "Warrant").
B. The parties desire to amend the Warrant to amend the effective
period of the Warrant 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 Holder hereby
agree as follows:
1. Definitions. Capitalized terms used but not defined herein have the
same meaning as set forth in the Warrant.
2. Amendment. The Warrant is hereby amended to replace the first
paragraph that reads substantially as follows:
This Series 2003B Warrant Certificate ("Warrant Certificate") is to
certify that, for value received, Toyota On Western, Inc. or registered
assigns (the "Holder") shall have the right to purchase from Altair
Nanotechnologies Inc. (hereinafter called the "Corporation") one fully
paid and non-assessable Common Share of the Corporation (a "Common
Share") for each Series 2003B Warrant (individually, a "Warrant")
represented by this Warrant Certificate during the time period
commencing on the date this Warrant is executed by the Corporation and
continuing until 5:00 p.m. (Mountain Standard time) on the earlier to
occur of (i) March 30, 2008, and (ii) the 180th day following the date
on which the closing price of the Common Shares on the principal
trading market of the Corporation has equaled or exceeded U.S. $4.00
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for 10 days, whether or not consecutive (the earlier of (i) or (ii),
"Expiry Time"). The exercise price for the purchase of each such Common
Share shall be U.S. $1.00 per share (the "Exercise Price"). The number
of Common Shares to be received upon the exercise of each Warrant and
the Exercise Price may be adjusted from time to time as hereinafter set
forth.
with the following paragraph:
This Series 2003B Warrant Certificate ("Warrant Certificate") is to
certify that, for value received, Toyota On Western, Inc. or registered
assigns (the "Holder") shall have the right to purchase from Altair
Nanotechnologies Inc. (hereinafter called the "Corporation") one fully
paid and non-assessable Common Share of the Corporation (a "Common
Share") for each Series 2003B Warrant (individually, a "Warrant")
represented by this Warrant Certificate during the time period
commencing on the date this Warrant is executed by the Corporation and
continuing until 5:00 p.m. (Mountain Standard time) on the earlier to
occur of (the earlier of (i) or (ii), herein referred to as the "Expiry
Time"):
(i) March 30, 2008; or
(ii) the 180th day following the date on which the closing
price of the Common Shares on the principal trading market of the
Corporation has equaled or exceeded U.S. $4.00 for 10 days, whether or
not consecutive. Notwithstanding the foregoing, the 180-day period
referenced in the preceding the sentence shall run only while the
Holder is permitted to re-sell without restriction the Common Shares
underlying the Warrants pursuant to an effective registration statement
or similar document (a "Registration Statement") filed by the
Corporation with the Securities and Exchange Commission pursuant to the
Securities Act of 1933. If for any period of time the Holder is
restricted from engaging in the sale of the Common Shares underlying
the Warrants due to the filing and pendency of a post-effective
amendment to a Registration Statement, or due to any other action
precluding the Holder's ability to sell pursuant to the Registration
Statement (including, without limitation, a restriction resulting from
an event described in Section 3(i) of the Registration Rights Agreement
dated as of June 4, 2004 between the Corporation and the Holder), such
period shall not be counted toward the 180-day period.
The exercise price for the purchase of each such Common Share shall be
U.S. $1.00 per share (the "Exercise Price"). The number of Common
Shares to be received upon the exercise of each Warrant and the
Exercise Price may be adjusted from time to time as hereinafter set
forth.
3. Ratification of Warrant. Except as expressly amended by this
Amendment, the terms and conditions of the Warrant are hereby ratified and
confirmed by the parties hereto.
4. 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.
(Remainder of page intentionally left blank; signature page follows)
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IN WITNESS WHEREOF, the Corporation and the Holder have caused this
Amendment No. 1 to Series 2003B Common Share Purchase Warrant (Certificate No.
B-[__]) to be executed effective as of the date first set forth above.
The Corporation
Altair International Inc.
By: _________________________________
Name: _______________________________
Its:_________________________________
The Holder
_____________________________________
By: _________________________________
Name: _______________________________
Its:_________________________________
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