COMMON SHARE PURCHASE WARRANT To Purchase [__________] Common Shares of ALTAIR NANOTECHNOLOGIES INC.
Exhibit
4.2
To
Purchase [__________] Common Shares of
Date
of
Issuance: December 18, 2006
This
Common Share Purchase Warrant (this “Warrant”)
certifies that, for value received, [___________] (the “Holder”),
is
entitled, upon the terms and subject to the limitations on exercise and the
conditions hereinafter set forth, at any time on or after the date hereof and
on
or prior to the close of business on the first anniversary of the Date of
Issuance (the “Termination
Date”)
but
not thereafter, to subscribe for and purchase from Altair Nanotechnologies
Inc.,
a corporation continued under the Canada Business Corporations Act (the
“Company”),
up to
[_____________] shares (the “Warrant
Shares”)
of the
Company’s common shares, without nominal or par value (the “Common
Shares”).
The
purchase price of one Common Share (the “Exercise
Price”)
under
this Warrant shall be US$2.70. Capitalized terms used and not otherwise defined
herein shall have the meanings set forth in that certain Subscription Agreement
(the “Subscription
Agreement”),
dated
as of December 13, 2006 between the Company and the Investor. This Warrant
is
one of a series of warrants issued as of the date hereof (the “Warrants”)
pursuant to subscription agreements substantially the same as the Subscription
Agreement (the “Subscription
Agreements”).
1. Title
to Warrant.
Prior
to the Termination Date and subject to compliance with applicable laws and
to
the conditions set forth in Section
7
hereof,
this Warrant and all rights hereunder are transferable, in whole or in part,
at
the office or agency of the Company by the Holder in person or by duly
authorized attorney, upon surrender of this Warrant together with the Assignment
Form annexed hereto properly endorsed.
2. Authorization
of Shares.
The
Company covenants that all Warrant Shares which may be issued upon the exercise
of the purchase rights represented by this Warrant will, upon exercise of the
purchase rights represented by this Warrant, be duly authorized, validly issued,
fully paid and nonassessable and free from all taxes, liens and charges in
respect of the issue thereof (other than taxes in respect of any transfer
occurring contemporaneously with such issue).
3. Exercise
of Warrant; Cashless Exercise.
(a) Except
as
provided elsewhere herein, exercise of the purchase rights represented by this
Warrant may be made at any time or times on or after the Date of Issuance (each,
the “Exercise
Date”)
until
5:00 p.m. (New York City time) on the Termination Date by delivery of the Notice
of Exercise Form annexed hereto (the “Warrant
Exercise Document”)
duly
executed, at the office of the Company (or such other office or agency of the
Company as it may designate by notice in writing to the registered Holder at
the
address of such Holder appearing on the books of the Company) and upon payment
of the Exercise Price (which may take the form of a “cashless exercise” if so
indicated in the Warrant Exercise Document only if a “cashless exercise” may
occur at such time pursuant to Section 3(c) below) of the shares thereby
purchased by wire transfer or cashier’s check drawn on a United States bank.
Upon exercise of this Warrant, the Company shall promptly (but in no event
later
than three trading days after the Exercise Date) issue or cause to be issued
and
cause to be delivered to or upon the written order of the Holder and in such
name or names as the Holder may designate, a certificate for the Warrant Shares
issuable upon such exercise, free of restrictive legends. The Holder, or any
Person so designated by the Holder to receive Warrant Shares, shall be deemed
to
have become holder of record of such Warrant Shares as of the Exercise Date.
(b) If
this
Warrant shall have been exercised in part, the Company shall, at the time of
delivery of the certificate or certificates representing Warrant Shares, deliver
to Holder a new Warrant evidencing the rights of Holder to purchase the
unpurchased Warrant Shares called for by this Warrant, which new Warrant shall
in all other respects be identical with this Warrant.
(c) The
Holder shall pay the Exercise Price in immediately available funds; provided,
however, that if at any time from the date hereof through the Termination Date,
a Registration Statement permitting the resale of the Warrant Shares is not
effective on the Exercise Date, the Holder may satisfy its obligation to pay
the
Exercise Price through a “cashless exercise,” in which event the Company shall
issue to the Holder the number of Warrant Shares determined as
follows:
|
X
=
Y [(A-B)/A]
|
|
|
where:
|
|
|
X
=
the number of Warrant Shares to be issued to the
Holder.
|
|
|
Y
=
the number of Warrant Shares with respect to which this Warrant is
being
exercised.
|
|
|
A
=
the average of the closing prices reported on the Nasdaq Capital
Market
for the five trading days immediately prior to (but not including)
the
Exercise Date.
|
|
|
B
=
the Exercise Price.
|
For
purposes of Rule 144 promulgated under the Securities Act, it is intended,
understood and acknowledged that the Warrant Shares issued in a cashless
exercise transaction shall be deemed to have been acquired by the Holder, and
the holding period for the Warrant Shares shall be deemed to have commenced,
on
the date this Warrant was originally issued pursuant to the Purchase
Agreement.
4. No
Fractional Shares or Scrip.
No
fractional shares or scrip representing fractional shares shall be issued upon
the exercise of this Warrant. As to any fraction of a share, which Holder would
otherwise be entitled to purchase upon such exercise, the Company shall pay
a
cash adjustment in respect of such final fraction in an amount equal to such
fraction multiplied by the Exercise Price.
5. Charges,
Taxes and Expenses.
Issuance of certificates for Warrant Shares shall be made without charge to
the
Holder for any issue or transfer tax or other incidental expense in respect
of
the issuance of such certificate, all of which taxes and expenses shall be
paid
by the Company, and such certificates shall be issued in the name of the Holder
or in such name or names as may be directed by the Holder; provided, however,
that in the event certificates for Warrant Shares are to be issued in a name
other than the name of the Holder, this Warrant when surrendered for exercise
shall be accompanied by the Assignment Form attached hereto duly executed by
the
Holder; and the Company may require, as a condition thereto, the payment of
a
sum sufficient to reimburse it for any transfer tax incidental thereto. For
avoidance of doubt, it is understood that taxes based upon income are not
incidental to the issuance of such certificates and shall be the responsibility
of the Holder.
-2-
6. Closing
of Books.
The
Company will not close its shareholder books or records in any manner, which
prevents the timely exercise of this Warrant, pursuant to the terms hereof.
7. Transfer,
Division and Combination.
(a) Subject
to compliance with any applicable securities laws and the conditions set forth
in Sections
1
and
7(d)
hereof,
this Warrant and all rights hereunder are transferable, in whole or in part,
upon surrender of this Warrant at the principal office of the Company, together
with a written assignment of this Warrant substantially in the form attached
hereto duly executed by the Holder or its agent or attorney and funds sufficient
to pay any transfer taxes payable upon the making of such transfer. Upon such
surrender and, if required, such payment, the Company shall execute and deliver
a new Warrant or Warrants in the name of the assignee or assignees and in the
denomination or denominations specified in such instrument of assignment, and
shall issue to the assignor a new Warrant evidencing the portion of this Warrant
not so assigned, and this Warrant shall promptly be cancelled. A Warrant, if
properly assigned, may be exercised by a new holder for the purchase of Warrant
Shares without having a new Warrant issued.
(b) This
Warrant may be divided or combined with other Warrants upon presentation hereof
at the aforesaid office of the Company, together with a written notice
specifying the names and denominations in which new Warrants are to be issued,
signed by the Holder or its agent or attorney. Subject to compliance with
Section
7(a),
as to
any transfer which may be involved in such division or combination, the Company
shall execute and deliver a new Warrant or Warrants in exchange for the Warrant
or Warrants to be divided or combined in accordance with such notice.
(c) The
Company shall prepare, issue and deliver at its own expense (other than transfer
taxes) the new Warrant or Warrants under this Section
7.
(d) The
Company agrees to maintain, at its aforesaid office, books for the registration
and the registration of transfer of the Warrants.
8. No
Rights as Shareholder until Exercise.
This
Warrant does not entitle the Holder to any voting rights or other rights as
a
shareholder of the Company prior to the exercise hereof. Upon the surrender
of
this Warrant and the payment of the aggregate Exercise Price, the Warrant Shares
so purchased shall be and be deemed to be issued to such Holder as the record
owner of such shares as of the close of business on the later of the date of
such surrender or payment.
9. Loss,
Theft, Destruction or Mutilation of Warrant.
The
Company covenants that upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this Warrant
or any share certificate relating to the Warrant Shares, and in case of loss,
theft or destruction, of an affidavit of loss and indemnity or security
reasonably satisfactory to it (which, in the case of the Warrant, shall not
include the posting of any bond), and upon surrender and cancellation of such
Warrant or share certificate, if mutilated, the Company will make and deliver
a
new Warrant or share certificate of like tenor and dated as of such
cancellation, in lieu of such Warrant or share certificate.
-3-
10. Saturdays,
Sundays, Holidays, etc.
If the
last or appointed day for the taking of any action or the expiration of any
right required or granted herein shall be a date on which the New York Stock
Exchange is not open for ordinary trading (a “Weekend
or Holiday”),
then
such action may be taken or such right may be exercised on the next succeeding
day not a Weekend or Holiday.
11. Adjustments
of Exercise Price and Number of Warrant Shares.
The
number and kind of securities purchasable upon the exercise of this Warrant
and
the Exercise Price shall be subject to adjustment from time to time upon the
happening of any of the following. In case the Company shall (i) pay a
dividend in Common Shares or make a distribution in Common Shares to holders
of
its outstanding Common Shares, (ii) subdivide its outstanding Common Shares
into a greater number of shares, (iii) combine its outstanding Common
Shares into a smaller number of Common Shares, or (iv) issue any capital
shares in a reclassification of the Common Shares, then the number of Warrant
Shares purchasable upon exercise of this Warrant immediately prior thereto
shall
be adjusted so that the Holder shall be entitled to receive the kind and number
of Warrant Shares or other securities of the Company which it would have owned
or have been entitled to receive had such Warrant been exercised in advance
thereof. Upon each such adjustment of the kind and number of Warrant Shares
or
other securities of the Company which are purchasable hereunder, the Holder
shall thereafter be entitled to purchase the number of Warrant Shares or other
securities resulting from such adjustment at an Exercise Price per Warrant
Share
or other security obtained by multiplying the Exercise Price in effect
immediately prior to such adjustment by the number of Warrant Shares purchasable
pursuant hereto immediately prior to such adjustment, and dividing such product
by the number of Warrant Shares or other securities of the Company resulting
from such adjustment. An adjustment made pursuant to this paragraph shall become
effective immediately after the effective date of such event retroactive to
the
record date, if any, for such event.
12. Reorganization,
Reclassification, Merger, Consolidation or Disposition of Assets.
In case
the Company shall reorganize its capital, reclassify its capital shares,
consolidate or merge with or into another corporation (where the Company is
not
the surviving corporation or where there is a change in or distribution with
respect to the Common Shares of the Company), or sell, transfer or otherwise
dispose of all or substantially all its property, assets or business to another
corporation and, pursuant to the terms of such reorganization, reclassification,
merger, consolidation or disposition of assets, common stock of the successor
or
acquiring corporation, or any cash, shares or other securities or property
of
any nature whatsoever (including warrants or other subscription or purchase
rights) in addition to or in lieu of common stock of the successor or acquiring
corporation (“Other
Property”),
are
to be received by or distributed to the holders of Common Shares of the Company,
then the Holder shall have the right thereafter to receive upon exercise of
this
Warrant, the number of shares of Common Shares of the successor or acquiring
corporation or of the Company, if it is the surviving corporation, and Other
Property receivable upon or as a result of such reorganization,
reclassification, merger, consolidation or disposition of assets by a Holder
of
the number of shares of Common Shares for which this Warrant is exercisable
immediately prior to such event. In case of any such reorganization,
reclassification, merger, consolidation or disposition of assets, the successor
or acquiring corporation (if other than the Company) shall expressly assume
the
due and punctual observance and performance of each and every covenant and
-4-
condition
of this Warrant to be performed and observed by the Company and all the
obligations and liabilities hereunder, subject to such modifications as may
be
deemed appropriate (as determined in good faith by resolution of the Board
of
Directors of the Company) in order to provide for adjustments of Warrant Shares
for which this Warrant is exercisable which shall be as nearly equivalent as
practicable to the adjustments provided for in this Section
12.
For
purposes of this Section
12,
“common
stock of the successor or acquiring corporation” shall include stock of such
corporation of any class which is not preferred as to dividends or assets over
any other class of stock of such corporation and which is not subject to
redemption and shall also include any evidences of indebtedness, or other
securities which are convertible into or exchangeable for any such stock, either
immediately or upon the arrival of a specified date or the happening of a
specified event and any warrants or other rights to subscribe for or purchase
any such stock. The foregoing provisions of this Section
12
shall
similarly apply to successive reorganizations, reclassifications, mergers,
consolidations or disposition of assets.
13. Notice
of Adjustment.
Whenever the number of Warrant Shares or number or kind of securities or other
property purchasable upon the exercise of this Warrant or the Exercise Price
is
adjusted, as herein provided, the Company shall promptly give notice thereof
to
the Holder, which notice shall state the number of Warrant Shares (and other
securities or property) purchasable upon the exercise of this Warrant and the
Exercise Price of such Warrant Shares (and other securities or property) after
such adjustment, setting forth a brief statement of the facts requiring such
adjustment and setting forth the computation by which such adjustment was made.
14. Notice
of Corporate Action.
If at
any time: (a) the Company shall take a record of the holders of its Common
Shares for the purpose of entitling them to receive a dividend or other
distribution, or any right to subscribe for or purchase any evidences of its
indebtedness, any shares of stock of any class or any other securities or
property, or to receive any other right, or (b) there shall be any capital
reorganization of the Company, any reclassification or recapitalization of
the
capital stock of the Company or any consolidation or merger of the Company
with,
or any sale, transfer or other disposition of all or substantially all the
property, assets or business of the Company to, another corporation or, (c)
there shall be a voluntary or involuntary dissolution, liquidation or winding
up
of the Company; then, in any one or more of such cases, the Company shall give
to Holder (i) at least 20 days’ prior written notice of the date on which a
record date shall be selected for such dividend, distribution or right or for
determining rights to vote in respect of any such reorganization,
reclassification, merger, consolidation, sale, transfer, disposition,
liquidation or winding up, and (ii) in the case of any such reorganization,
reclassification, merger, consolidation, sale, transfer, disposition,
dissolution, liquidation or winding up, at least 20 days’ prior written notice
of the date when the same shall take place. Such notice in accordance with
the
foregoing clause also shall specify (i) the date on which any such record is
to
be taken for the purpose of such dividend, distribution or right, the date
on
which the holders of Common Shares shall be entitled to any such dividend,
distribution or right, and the amount and character thereof, and (ii) the date
on which any such reorganization, reclassification, merger, consolidation,
sale,
transfer, disposition, dissolution, liquidation or winding up is to take place
and the time, if any such time is to be fixed, as of which the holders of Common
Shares shall be entitled to exchange their Warrant Shares for securities or
other property deliverable upon such disposition, dissolution, liquidation
or
winding up. Each such written notice shall be sufficiently given if addressed
to
Holder at the last address of ▇▇▇▇▇▇ appearing on the books of the Company
and
delivered in accordance with Section
18(c).
-5-
15. Authorized
Shares.
The
Company covenants that during the period the Warrant is outstanding, it will
reserve from its authorized and unissued Common Shares a sufficient number
of
shares to provide for the issuance of the Warrant Shares upon the exercise
of
any purchase rights under this Warrant. The Company further covenants that
its
issuance of this Warrant shall constitute full authority to its officers who
are
charged with the duty of executing stock certificates to execute and issue
the
necessary certificates for the Warrant Shares upon the exercise of the purchase
rights under this Warrant. The Company will take all such reasonable action
as
may be necessary to assure that such Warrant Shares may be issued as provided
herein without violation of any applicable law or regulation, or of any
requirements of the Principal Market upon which the Common Shares may be listed
at such time.
Except
and to the extent as waived or consented to by the Holder, the Company shall
not
by any action, including, without limitation, amending its articles of
organization or through any reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities or any other voluntary action,
avoid or seek to avoid the observance or performance of any of the terms of
this
Warrant, but will at all times in good faith assist in the carrying out of
all
such terms and in the taking of all such actions as may be necessary or
appropriate to protect the rights of Holder as set forth in this Warrant against
impairment. Without limiting the generality of the foregoing, the Company will
(a) not increase the par value of any Warrant Shares above the amount
payable therefor upon such exercise immediately prior to such increase in par
value, (b) take all such action as may be necessary or appropriate in order
that the Company may validly and legally issue fully paid and nonassessable
Warrant Shares upon the exercise of this Warrant, and (c) use commercially
reasonable efforts to obtain all such authorizations, exemptions or consents
from any public regulatory body having jurisdiction thereof as may be necessary
to enable the Company to perform its obligations under this Warrant.
Before
taking any action which would result in an adjustment in the number of Warrant
Shares for which this Warrant is exercisable or in the Exercise Price, the
Company shall obtain all such authorizations or exemptions thereof, or consents
thereto, as may be necessary from any public regulatory body or bodies having
jurisdiction thereof.
16. Company's
Failure to Timely Deliver Securities.
If the
Company shall fail for any reason or for no reason to issue to the Holder within
five (5) business days of receipt of written notice from the Holder that it
has
delivered the Warrant Exercise Document and exercise price and failed to receive
shares in exchange therefore, a certificate for the number of Common Shares
to
which the Holder is entitled and register such Common Shares on the Company's
share register or to credit the Holder's balance account with an established
clearing corporation for which the Company’s Common Shares are eligible, for
such number of Common Shares to which the Holder is entitled upon the Holder's
exercise of this Warrant, then, in addition to all other remedies available
to
the Holder, the Company shall pay in cash to the Holder on each day after such
fifth business day that the issuance of such Common Shares is not timely
effected an amount equal to 1.0% of the product of (A) the sum of the number
of
Common Shares not issued to the Holder on a timely basis and to which the Holder
is entitled and (B) the average of the high and low sales prices reported on
the
Nasdaq Capital Market for the Common Shares on the trading day immediately
preceding the last possible date which the Company could
-6-
have
issued such Common Shares to the Holder without violating Section 3(a). In
addition to the foregoing, if within five (5) trading days after the Company's
receipt of the facsimile copy of Warrant Exercise Document the Company shall
fail to issue and deliver a certificate to the Holder and register such Common
Shares on the Company's share register or credit the Holder's balance account
with an established clearing corporation for which the Company’s Common Shares
are eligible, for the number of Common Shares to which the Holder is entitled
upon the Holder's exercise hereunder, and if on or after such trading day the
Holder purchases (in an open market transaction or otherwise) Common Shares
to
deliver in satisfaction of a sale by the Holder of Common Shares issuable upon
such exercise that the Holder anticipated receiving from the Company (a
"Buy-In"),
then
the Company shall, within five (5) business days after the Holder's request
and
in the Holder's discretion, either (i) pay cash to the Holder in an amount
equal
to the Holder's total purchase price (including brokerage commissions, if any)
for the Common Shares so purchased (the "Buy-In
Price"),
at
which point the Company's obligation to deliver such certificate (and to issue
such Common Shares) shall terminate, or (ii) promptly honor its obligation
to
deliver to the Holder a certificate or certificates representing such Common
Shares and pay cash to the Holder in an amount equal to the excess (if any)
of
the Buy-In Price over the product of (A) such number of Common Shares, times
(B)
the weighted average price on the date of exercise.
17. Limitation
on Exercise.
Notwithstanding anything to the contrary contained herein, the number of Common
Shares that may be acquired by the Holder upon any exercise of this Warrant
(or
otherwise in respect hereof) shall be limited to the extent necessary to insure
that, following such exercise (or other issuance), the total number of Common
Shares then beneficially owned by such Holder and its Affiliates and any other
Persons whose beneficial ownership of Common Shares would be aggregated with
the
Holder’s for purposes of Section 13(d) of the Exchange Act, does not exceed
4.999% (the “Maximum
Percentage”)
of the
total number of issued and outstanding Common Shares (including for such purpose
the Common Shares issuable upon such exercise). For such purposes, beneficial
ownership shall be determined in accordance with Section 13(d) of the Exchange
Act and the rules and regulations promulgated thereunder. Each delivery of
an
Exercise Notice hereunder will constitute a representation by the Holder that
it
has evaluated the limitation set forth in this paragraph and determined that
issuance of the full number of Warrant Shares requested in such Exercise Notice
is permitted under this paragraph. The Company’s obligation to issue Common
Shares in excess of the limitation referred to in this Section shall be
suspended (and shall not terminate or expire notwithstanding any contrary
provisions hereof) until such time, if any, as such Common Shares may be issued
in compliance with such limitation, but in no event later than the Expiration
Date. By written notice to the Company, the Holder may waive the provisions
of
this Section or increase or decrease the Maximum Percentage to any other
percentage specified in such notice, but (i) any such waiver or increase will
not be effective until the 61st day after such notice is delivered to the
Company, and (ii) any such waiver or increase or decrease will apply only to
the
Holder and not to any other holder of Warrants.
-7-
18. Miscellaneous.
(a) Jurisdiction.
All
questions concerning the construction, validity, enforcement and interpretation
of this Warrant shall be governed by the internal laws of the State of New
York,
without giving effect to any choice of law or conflict of law provision or
rule
(whether of the State of New York or any other jurisdictions) that would cause
the application of the laws of any jurisdictions other than the State of New
York. Each party hereby irrevocably submits to the non-exclusive jurisdiction
of
the state and federal courts sitting in the City of New York, Borough of
Manhattan, for the adjudication of any dispute hereunder or in connection
herewith or with any transaction contemplated hereby or discussed herein, and
hereby irrevocably waives, and agrees not to assert in any suit, action or
proceeding, any claim that it is not personally subject to the jurisdiction
of
any such court, that such suit, action or proceeding is brought in an
inconvenient forum or that the venue of such suit, action or proceeding is
improper. Each party hereby irrevocably waives personal service of process
and
consents to process being served in any such suit, action or proceeding by
mailing a copy thereof to such party at the address for such notices to it
under
this Warrant and agrees that such service shall constitute good and sufficient
service of process and notice thereof. EACH PARTY HEREBY IRREVOCABLY WAIVES
ANY
RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION
OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS
WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY.
(b) Nonwaiver.
No
course of dealing or any delay or failure to exercise any right hereunder on
the
part of Holder shall operate as a waiver of such right or otherwise prejudice
Holder’s rights, powers or remedies, notwithstanding all rights hereunder
terminate on the Termination Date.
(c) Notices.
Any
notice, request or other document required or permitted to be given or delivered
to the Holder by the Company shall be delivered in accordance with the notice
provisions of the Subscription Agreement.
(d) Limitation
of Liability.
No
provision hereof, in the absence of any affirmative action by ▇▇▇▇▇▇ to exercise
this Warrant or purchase Warrant Shares, and no enumeration herein of the rights
or privileges of Holder, shall give rise to any liability of Holder for the
purchase price of any Common Shares or as a shareholder of the Company, whether
such liability is asserted by the Company or by creditors of the Company.
(e) Remedies.
Holder,
in addition to being entitled to exercise all rights granted by law, including
recovery of damages, will be entitled to specific performance of its rights
under this Warrant. The Company agrees that monetary damages would not be
adequate compensation for any loss incurred by reason of a breach by it of
the
provisions of this Warrant and hereby agrees to waive the defense in any action
for specific performance that a remedy at law would be adequate.
(f) Successors
and Assigns.
Subject
to applicable securities laws, this Warrant and the rights and obligations
evidenced hereby shall inure to the benefit of and be binding upon the
successors of the Company and the successors and permitted assigns of Holder.
The provisions of this Warrant are intended to be for the benefit of all Holders
from time to time of this Warrant and shall be enforceable by any such Holder
or
holder of Warrant Shares.
-8-
(g) Amendment.
Except
as provided in Section
18,
this
Warrant may be modified or amended or the provisions hereof waived with the
written consent of the Company and the holders of Warrants issued under the
Subscription Agreements representing two-thirds
of
the
Warrant Shares issuable under Warrants then outstanding as of the date such
consent is sought;
provided,
however,
that
(i) no such amendment shall adversely affect any Holder differently than it
affects all other Holders, unless such Holder consents thereto and (ii)
no
amendment may increase the Exercise Price, decrease the number of shares or
class of shares obtainable upon exercise of this Warrant or decrease the time
period in which this Warrant can be exercised without the written consent of
the
Holder.
(h) Severability.
Wherever possible, each provision of this Warrant shall be interpreted in such
manner as to be effective and valid under applicable law, but if any provision
of this Warrant shall be prohibited by or invalid under applicable law, such
provision shall be ineffective to the extent of such prohibition or invalidity,
without invalidating the remainder of such provisions or the remaining
provisions of this Warrant.
(i) Headings.
The
headings used in this Warrant are for the convenience of reference only and
shall not, for any purpose, be deemed a part of this Warrant.
(j) Acceptance.
Receipt
of this Warrant by the Holder shall constitute acceptance of and agreement
to
all of the terms and conditions contained herein.
-9-
IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed by its
officer thereunto duly authorized.
| |
|
|
| Date: December 18, 2006 | By: | ________________________________________________ |
| Name: | ||
| Title: | ||
-10-
NOTICE
OF
EXERCISE
(1) The
undersigned hereby elects to purchase _________ Warrant Shares of Altair
Nanotechnologies Inc. pursuant to the terms of the attached Warrant, and tenders
herewith payment of the exercise price of such Warrant Shares in full, together
with all applicable transfer taxes, if any.
(2) Payment
shall take the form of lawful money of the United States unless the undersigned
intends that payment of the Exercise Price shall be made as a “cashless
exercise” under Section 3(c).
(3) Please
issue a
certificate or certificates representing said Warrant Shares in the name of
the
undersigned
or in
such other name as is specified below:
_______________________________
The
Warrant Shares shall be delivered to the following:
_______________________________
_______________________________
_______________________________
SIGNATURE
OF HOLDER
Dated
as
of: ___________ ___, 2006
_____________________________________________
HOLDER
By:
____________________________________
Print
Name: ______________________________
ASSIGNMENT
FORM
for
(To
assign the foregoing Warrant, execute
this
form
and supply required information.
Do
not
use this form to exercise the warrant.)
FOR
VALUE
RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby
assigned to
_____________________________________________________________________________________________________________
whose
address is
Dated:
______________________
Holder’s
Signature: _______________________________
Holder’s
Address: ________________________________
_____________________________________
Signature
Guaranteed: _____________________________
NOTE:
The
signature to this Assignment Form must correspond with the name as it appears
on
the face of the Warrant, without alteration or enlargement or any change
whatsoever, and must be guaranteed by a bank or trust company. Officers of
corporations and those acting in a fiduciary or other representative capacity
should file proper evidence of authority to assign the foregoing Warrant.