REDEMPTION AGREEMENT
Exhibit 10.1
This
Redemption Agreement ("Agreement") effective as of April 30, 2010 (the
"Effective Date") is entered into by and between Altairnano, Inc. ("Altair") and
The Xxxxxxx-Xxxxxxxx Company ("Xxxxxxx-Xxxxxxxx") and AlSher Titania LLC
("AlSher"), (collectively the "Parties").
1.
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Definitions. The definitions in
this Agreement are consistent with those listed in the Definitive
Agreement and the Limited Liability Company Agreement of AlSher Titania
LLC effective as of April 24, 2007.
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2.
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Redemption
and Transfer of Membership Interests. Upon the terms and
subject to the conditions set forth in the Definitive Agreement,
simultaneously with the execution and delivery of this Agreement, Altair
hereby withdraws as a member and transfers, conveys and delivers to AlSher
which hereby acquires and accepts, free and clear of all liens, claims,
security interest, pledges, charges and other encumbrances, Altair's
membership interest in AlSher in accordance with Del. Code Xxx. tit. 6,
§ 18- 702(e).
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3.
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Consent. Altair consents to the
full redemption of its Interest (including, without limitation, all of
Altair's Membership Units, Percentage Interest, and Management Rights) in
AlSher. Xxxxxxx-Xxxxxxxx consents to Altair's withdrawal in
accordance with Article XI section 3 (11.03) of the Limited Liability
Company Agreement.
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4.
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Effects
of Redemption. Effective upon
execution of this agreement, and without any further action by AlSher or
Xxxxxxx-Xxxxxxxx (including
Altair):
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(a)
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Altair
shall no longer be a Member of AlSher or have any interest
whatsoever;
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(b)
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Any
Members appointed by Altair shall be deemed to have resigned from the
Board;
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(c)
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Altair
shall have no further right to designate any
Member;
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(d)
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Neither
Altair nor any Member designated by Altair shall be entitled to attend any
AlSher meeting or receive any further information concerning
AlSher;
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(e)
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Neither
Altair nor any Member designated by Altair shall be entitled to any
rights, privileges or obligations under or relating to the Limited
Liability Company Agreement;
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(f)
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All
provisions of the Limited Liability Company Agreement granting any rights
to Altair or imposing any obligations upon Altair in any respect shall be
deleted and deemed to be void and of no further force or
effect.
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The
Xxxxxxx-Xxxxxxxx Company
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AlSher
Titania LLC
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By
and on behalf of its below Members
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Signed:
/s/ Xxx X. Xxxxx
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The
Xxxxxxx-Xxxxxxxx Company
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Printed
Name: Xxx X. Xxxxx
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Signed:
/s/ Xxx Xxxxx
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Title: Vice
President – Global Innovation
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Printed
Name: Xxx Xxxxx
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Title: Managing
Member
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Altairnano,
Inc.
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Altairnano,
Inc.
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Signed:
/s/ Xxxxx X. Xxxxxxxx
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Signed:
/s/ Xxxxx X. Xxxxxxxx
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Printed
Name: Xxxxx X. Xxxxxxxx
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Printed
Name: Xxxxx X. Xxxxxxxx
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Title: President
and CEO
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Title: Managing
Member
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