ASSIGNMENT AND AGREEMENT
THIS AGREEMENT made as of this 15th day of December, 2000, by and among
▇▇▇▇▇▇▇▇ LLC, a Cayman Islands limited liability company ("▇▇▇▇▇▇▇▇"), Doral 18,
LLC a Cayman Islands limited liability company ("Assignee") and Altair
International, Inc., an Ontario corporation (the "Company").
W I T N E S S E T H:
WHEREAS, ▇▇▇▇▇▇▇▇ and the Company previously executed and delivered a
Common Stock Purchase Agreement dated March 31, 2000, a copy of which has been
filed with the Securities and Exchange Commission as an Exhibit 4.1. to the
Company's Form 8-K dated April 7, 2000, as modified by the Modification
Agreements dated June 26, 2000 and November 22, 2000 (the "Purchase Agreement");
and
WHEREAS, pursuant to the Purchase Agreement, ▇▇▇▇▇▇▇▇ hold the
repricing rights under Section 2.6 of the Purchase Agreement with respect to
500,521 of the Initial Shares (as defined in the Purchase Agreement) (such
rights, the "Repricing Rights"). As an illustration of the value of such
Repricing Rights, were such Repricing Rights exercised on December 5, 2000, the
holder of such Repricing Rights would be entitled to receive (following
shareholder approval and completion of appropriate registrations) approximately
1,747,801 shares of common stock of the Company;
WHEREAS, Assignee has agreed to purchase the Repricing Rights and other
rights of ▇▇▇▇▇▇▇▇ under the Purchase Agreement and Registration Rights
Agreement (as defined in the Purchase Agreement), and ▇▇▇▇▇▇▇▇ has agreed to
sell such rights to Assignee for a purchase price of One Million Six Hundred
Fifty Thousand Dollars ($1,650,000).
NOW, THEREFORE, it is agreed by and between the parties as follows:
1. Simultaneous with the execution of this Agreement, Assignee shall
deliver by wire transfer to such bank account as ▇▇▇▇▇▇▇▇ shall designate, the
sum of One Million Six Hundred Fifty Thousand Dollars ($1,650,000).
2. Effective upon ▇▇▇▇▇▇▇▇'▇ receipt of the wire transfer identified in
Section 1, ▇▇▇▇▇▇▇▇ hereby assigns, transfers and conveys to Assignee, and
Assignee hereby assumes, the Repricing Rights and all other rights, title and
interest of ▇▇▇▇▇▇▇▇ in, to or under the Purchase Agreement and Registration
Rights Agreement existing as of, and arising after, 12:01 a.m. on the date first
set forth above. In connection with said assignment and assumption, ▇▇▇▇▇▇▇▇
represents and warrants to Assignee that (a) it is the holder of the Repricing
Rights and other rights of ▇▇▇▇▇▇▇▇ under the Purchase Agreement and the
Registration Rights Agreement, (b) it has not previously assigned, pledged or
otherwise encumbered the Repricing Rights, the Purchase Agreement or the
Registration Rights Agreement, or any rights of ▇▇▇▇▇▇▇▇ thereunder, and (c) it
has not exercised the Repricing Rights.
3. Notwithstanding anything to the contrary in this Agreement, (a)
▇▇▇▇▇▇▇▇ shall retain ownership rights in any shares of Common Stock held by it
(but not the Repricing Rights associated therewith) and all Warrants previously
delivered to ▇▇▇▇▇▇▇▇ as part of the transaction contemplated by the Purchase
Agreement, and (b) ▇▇▇▇▇▇▇▇ shall retain all rights under the Registration
Rights Agreement applicable to the Warrants (as defined in the Purchase
Agreement).
4. ▇▇▇▇▇▇▇▇ hereby discharges and releases the Company from any further
obligations to ▇▇▇▇▇▇▇▇ with respect to the Transaction Documents (as defined in
the Purchase Agreement), except with respect to the obligations due to ▇▇▇▇▇▇▇▇
in respect of the Warrants under the Registration Rights Agreement.
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5. The Company and Assignee shall be obligated to make such necessary
filings as may be required with the Securities and Exchange Commission,
including any necessary amendments to any presently effective Registration
Statement or prospectus included therein to enable Assignee to dispose of the
247,678 shares of Common Stock as registered shares pursuant to such
Registration Statement.
6. This Agreement shall be governed and construed in accordance with
the laws of the State of New York.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
▇▇▇▇▇▇▇▇ LLC
By: Navigator Management
By: ________________________________
DORAL 18, LLC
By: ________________________________
ALTAIR INTERNATIONAL, INC.
By: ________________________________
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