Stock Purchase Agreement with The AES Corporation


    
      
        
          
            EXHIBIT
              10.1

            


            ALTAIR
              NANOTECHNOLOGIES INC.

            STOCK
              PURCHASE AGREEMENT

            


            THIS
              STOCK PURCHASE AGREEMENT (this “Agreement”)
              is
              made and entered into on March 2, 2007 by and between Altair Nanotechnologies
              Inc., a Canadian corporation (the “Company”),
              and
              The AES Corporation, a Delaware corporation (the “Investor”).
              In
              consideration of the mutual covenants set forth herein, and other good
              and
              valuable consideration, the Company and Investor hereby agree as
              follows:

             

            1.  Purchase
              of Shares.

             

            1.1 Sale
              and Issuance of Shares.
              Subject
              to the terms and conditions of this Agreement, on the date hereof,
              the Investor
              shall purchase, and the Company shall sell and issue to the Investor,
              at the
              Closing (as defined below), that number of common shares of the Company
              equal to
              the result of the Purchase Price (as defined below) divided by the
              closing price
              for one common share of the Company as listed on the NASDAQ National
              Market
              System on the trading day immediately preceding the date hereof, rounded
              up to
              the nearest whole share (the “Shares”).
              The
              purchase price for the Shares shall be $3,000,000 (the “Purchase
              Price”).
              The
              Purchase Price shall be paid to the Company in cash via wire transfer
              to the
              account designated by the Company on Exhibit A attached hereto.

             

            1.2 Closing.
              The
              closing (the “Closing”)
              of the
              purchase and sale of the Shares shall take place on the date hereof,
              concurrently with the execution and delivery of this Agreement, and
              shall be
              deemed to have occurred at the offices of the Company at 204 Edison
              Way, Reno,
              Nevada 89502. At the Closing, Investor shall wire transfer the Purchase
              Price to
              the Company as contemplated by the last sentence of Section 1.1 of
              this
              Agreement. Upon receipt of the Purchase Price, the Company shall cause
              a
              certificate representing the Shares, issued in the name of the Investor,
              to be
              delivered, via express courier to Investor, signature required, at
              the address
              for Investor set forth on the signature page hereof (or such other
              address as
              Investor may designate in writing), which Shares shall be deemed to
              be delivered
              upon actual receipt by Investor. At the Closing, the Company shall
              cause its
              stock transfer records to indicate that the Investor is the record
              owner of the
              Shares.

             

            2.  Representations
              and Warranties of the Company.
              The
              Company hereby represents and warrants to the Investor as of the date
              of this
              Agreement (or, if a different date is stated in such representation
              and warranty
              as of such date) as follows:

             

            2.1 Due
              Authorization.
              All
              corporate action on the part of the Company necessary for the authorization,
              execution and delivery of this Agreement, the performance of all obligations
              of
              the Company hereunder, and the authorization, issuance and delivery
              of the
              Shares has been taken, and no further consent or authorization of the
              Company's
              board of directors or its stockholders is required, and this Agreement
              constitutes the valid and legally binding obligation of the Company,
              enforceable
              in accordance with its respective terms subject to applicable bankruptcy,
              insolvency, and other similar laws affecting creditors’ rights, and rules of law
              governing general principles of equity.

             

            2.2 Corporate
              Organization and Other Related Matters.
              The
              Company is a corporation duly organized, validly existing and in good
              standing
              under the Canada Business Corporation Act and any other applicable
              laws of the
              jurisdiction of its incorporation. The Company has full corporate power
              and
              authority to carry on its business as such business is now being conducted
              and
              to own, lease and operate the properties and assets it now owns, leases
              and
              operates. The Company is duly qualified to transact business and is
              in good
              standing in each jurisdiction in which the failure to so qualify would
              have a
              material adverse effect on its business or properties. The Company
              has full
              corporate power and authority to enter into this Agreement, to issue
              the Shares
              and to consummate the transactions contemplated hereby.

             

            
              
                
                

              

              
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            2.3 Governmental
              Consents.
              No
              consent, approval, order or authorization of, or registration, qualification,
              designation, declaration or filing with, any federal, state or local
              governmental authority on the part of the Company is required in connection
              with
              the consummation of the transactions contemplated by this Agreement,
              except for
              filings under the Securities Act of 1933, as amended (the “Securities
              Act”),
              the
              Securities Exchange Act of 1934, as amended (the “Exchange Act”) and state
              securities laws to be filed after Closing, all of which shall be made
              on a
              timely basis. Assuming the accuracy of the representations and warranties
              made
              by the Investor in this Agreement, the offer and sale of the Shares
              to the
              Investor pursuant to this Agreement is exempt from the registration
              requirements
              set forth in Section 5 of the Securities Act. 

             

            2.4 Valid
              Issuance of Shares.
              When
              issued, sold and delivered in accordance with the terms hereof, the
              Shares will
              be duly and validly issued, fully-paid and nonassessable. 

             

            2.5 Litigation;
              Non-Contravention.
              There
              is no claim, suit, action, proceeding or investigation pending or,
              to the
              knowledge of the Company, threatened that questions, or is reasonably
              likely to
              effect, the validity of this Agreement or the right of the Company
              to enter into
              this Agreement. Except as disclosed in the Company Information (as
              defined
              below), there are no pending or, to the knowledge of the Company, threatened,
              claims, suits, actions, proceedings or investigations that would reasonable
              be
              expected to have, either individually or in the aggregate, a material
              adverse
              effect on the business, properties, prospects or financial condition
              of the
              Company or prevent, delay or impair the consummation of the transactions
              contemplated by this Agreement. The execution and delivery of this
              Agreement
              does not, and the consummation of the transactions contemplated by
              this
              Agreement will not, violate, conflict with (except where a written
              waiver has
              been obtained), result in a breach of, constitute a default (with or
              without
              notice or lapse of time or both) under, result in a right of termination
              or
              cancellation or the acceleration of any obligation or the loss of a
              material
              benefit under, or create any lien, security interest, charge or encumbrance
              upon
              any of the property or assets of the Company under (A) the certificate
              of
              incorporation or bylaws (or similar organizational documents) of the
              Company or
              any of its subsidiaries, (B) any decree, judgment, order, law, treaty,
              rule,
              regulation or determination of any court, governmental agency or body
              or
              arbitrator having jurisdiction over the Company or any of its subsidiaries
              or
              any of their respective properties or assets, (C) the terms of any
              bond,
              debenture, indenture, credit agreement, note or any other evidence
              of
              indebtedness or any stock option or similar plan, lease mortgage, deed
              of trust
              or other instrument to which the Company or any of its subsidiaries
              is a party,
              by which the Company or any of its subsidiaries is bound or to which
              any of the
              property or assets of the Company or any of its subsidiaries is subject,
              (D) the
              terms of any "lock-up" or similar provisions of any underwriting or
              similar
              agreement to which the Company or any of its subsidiaries is a party,
              or (E) any
              rule or regulation of the NASDAQ Stock Market applicable to the Company.
              The
              Company is, and has been during all time periods covered by the Company
              Information (as defined below), in compliance in all material respects
              with all
              applicable laws and the applicable listing and corporate governance
              rules and
              regulations of the NASDAQ Stock Market. 


            
              
                
                

              

              
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            2.6 Company
              Information.
              The
              Company’s Annual Report on Form 10-K for the year ended December 31, 2005,
              each
              report, registration statement, definitive proxy statement and document
              filed
              with the U.S. Securities and Exchange Commission (the “Commission”) by the
              Company pursuant to the requirements of the Securities Act or the Exchange
              Act
              since December 31, 2005 and any other written information provided
              by the
              Company to Investor in writing is collectively referred to as the "Company
              Information".
              With
              respect to Company Information that has been filed with the Commission,
              as of
              the date of filing with the Commission, such Company Information did
              not contain
              any untrue statement of a material fact or omit to state a material
              fact
              required to be stated therein or necessary in order to make the statements
              made
              therein, in light of the circumstances under which they were made,
              not
              misleading. With respect to Company Information that has not been filed
              with the
              Commission, as of the date hereof, such Company Information does not
              contain any
              untrue statement of a material fact or omit to state a material fact
              required to
              be stated therein or necessary in order to make the statements made
              therein, in
              light of the circumstances under which they were made, not misleading.
              The
              audited consolidated financial statements and unaudited interim financial
              statements of the Company included in or incorporated by reference
              into the
              Company Information (including the related notes and schedules) (the
              "Company
              Financial Statements")
              have
              been prepared in accordance with U.S. generally accepted accounting
              principles
              ("GAAP")
              consistently applied during the period involved and fairly present,
              and if filed
              after the date hereof will fairly present, in accordance with GAAP,
              the
              consolidated financial position of the Company and its subsidiaries
              as of the
              dates thereof and the results of operations and cash flows for the
              periods then
              ended. Except as indicated in the Company Financial Statements, as
              of the date
              hereof, neither the Company nor any of its subsidiaries has any liabilities
              or
              obligations of any nature that would be required by GAAP to be reflected
              on a
              consolidated balance sheet of the Company and its subsidiaries. 

             

            3.  Representations
              and Warranties of the Investor.
              The
              Investor hereby represents and warrants to the Company that:

             

            3.1 Due
              Authorization.
              All
              corporate action on the part of the Investor necessary for the authorization,
              execution and delivery of this Agreement and the performance of all
              obligations
              of the Investor hereunder has been taken or will be taken prior to
              Closing, and
              this Agreement constitutes the valid and legally binding obligation
              of the
              Investor, enforceable in accordance with its respective terms subject
              to
              applicable bankruptcy, insolvency, and other similar laws affecting
              creditors’
rights, and general principles of equity.

             

            3.2 Corporate
              Organization and Other Related Matters.
              The
              Investor is a corporation duly organized, validly existing and in good
              standing
              under the laws of Delaware, and has its principal place of business
              in the state
              set forth below the Investor’s name on the signature page hereof. The Investor
              has full corporate power and authority to enter into this Agreement
              and to
              consummate the transactions contemplated hereby.

             

            3.3 Representations
              Not Made by Company.
              The
              Investor represents and affirms that none of the following information
              has ever
              been represented, guaranteed or warranted to the Investor, expressly
              or by
              implication, by any person: (i) the approximate or exact length of
              time that the
              Investor will be required to remain a security holder of the Company;
              (ii) the
              percentage of profit and/or amount of or type of consideration, profit
              or loss
              to be realized, if any, as a result of an investment in the Company;
              or (iii)
              the possibility that the past performance or experience on the part
              of the
              Company or any affiliate, or any officer, director, employee or agent
              of the
              foregoing, might in any way indicate or predict the results of ownership
              of any
              Share or the potential success of the Company's operations.


            
              
                
                

              

              
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            3.4 Purchase
              for Own Account.
              The
              Investor is the sole and true party in interest, is acquiring the Shares
              for its
              own account for investment, is not purchasing the Shares for the benefit
              of any
              other person, and has no present intention of holding or managing the
              Shares
              with others or of selling, distributing or otherwise disposing of any
              portion of
              the Shares. The offer and sale of the Shares to the Purchaser was not
              made in
              Canada; the Investor is not subject to the securities laws of any province
              or
              territory of Canada, and the Investor is not purchasing the Shares
              for the
              account or benefit of any resident of any province or territory of
              Canada.


             

            3.5 Disclosure
              and Review of Information.
              The
              Investor acknowledges and represents that it has had access to and
              has been
              given an opportunity to review all Company Information that has been
              filed with
              the Commission prior to the date hereof through the Commission’s EDGAR filing
              system and has been given a reasonable opportunity to review all documents,
              books and records of the Company pertaining to this investment, and
              has been
              supplied with all additional information concerning the Company and
              the Shares
              that has been requested by the Investor. The Investor has had a reasonable
              opportunity to ask questions of and receive answers from the Company
              or its
              representatives concerning this investment, and that all such questions
              have
              been answered to the full satisfaction of the Investor. The Investor
              has
              received, and acknowledges that it is receiving, no representations,
              written or
              oral, from the Company or its officers, directors, employees, attorneys
              or
              agents other than those contained in this Agreement and the Company
              Information.
              In making its decision to purchase the Shares, the Investor has relied
              solely
              upon its review of the Company Information, this Agreement, and independent
              investigations made by it or its representatives without assistance
              of the
              Company. 

             

            3.6 Speculative
              Investment.
              The
              Investor understands that (i) it must bear the economic risk of the
              investment
              in the Shares for an indefinite period of time because the Shares have
              not been
              registered under the Securities Act or qualified under the Securities
              Act or the
              securities laws of any other jurisdiction and (ii) its investment in
              the Company
              represented by the Shares is highly speculative in nature and is subject
              to a
              high degree of risk of loss in whole or in part. The Investor has adequate
              means
              of providing for its current needs and possible contingencies, and
              is able to
              bear the high degree of economic risk of this investment, including,
              but not
              limited to, the possibility of the complete loss of the Investor’s entire
              investment and the limited transferability of the Shares, which may
              make the
              liquidation of this investment impossible for the indefinite
              future.

             

            3.7 Accredited
              Investor Status.
              The
              Investor is an “accredited investor” within the meaning of Rule 501(a)
              promulgated under the Securities Act. 

             

            3.8 Investment
              Experience.
              The
              Investor has experience as an investor in securities and acknowledges
              that it
              can bear the economic risk of its investment in the Shares. By reason
              of the
              Investor’s business or financial experience or the business or financial
              experience of its professional advisors who are unaffiliated with and
              who are
              not compensated by the Company or any affiliate or selling agent of
              the Company,
              directly or indirectly, the Investor has the capacity to protect its
              own
              interests in connection with its purchase of the Shares. The Investor
              has the
              financial capacity to bear the risk of this investment and has received
              from the
              Company all information it has requested and considers necessary or
              appropriate
              for deciding whether to purchase the Shares. The Investor has not been
              organized
              solely for the purpose of acquiring the Shares. 


            
              
                
                

              

              
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            3.9 Restricted
              Shares.
              The
              Investor understands that the Shares are and will be “restricted securities”
under the Securities Act inasmuch as they are being acquired from the
              Company in
              a transaction not involving a public offering, and that, under the
              Securities
              Act and applicable regulations thereunder, such Shares may be resold
              without
              registration under the Securities Act only in certain limited circumstances.
              In
              this connection, the Investor represents that it is familiar with Rule
              144
              promulgated under the Securities Act, as presently in effect, and understands
              the resale limitations imposed thereby and by the Securities Act. 

             

            3.10 Legends.
              The
              Investor understands that the certificates evidencing the 

             

            Shares
              will bear the legend set forth below. 

             

            THESE
              SHARES 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 SHARES 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 SHARES 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. 

             

            The
              legend set forth above shall be removed by the Company from any certificate
              evidencing any of the Shares only (i) upon receipt by the Company of
              an opinion
              in form and substance satisfactory to the Company that the Shares are
              eligible
              for resale pursuant to Rule 144 promulgated under the Securities Act,
              or (ii)
              upon confirmation that a registration statement under the Securities
              Act is at
              that time in effect with respect to the legended Share and that such
              transfer
              will not jeopardize the exemption or exemptions from registration pursuant
              to
              which the respective Share was issued.

             

            3.11 Indemnification.
              The
              Investor acknowledges that it understands the meaning and legal consequences
              of
              the representations and warranties set forth in Section 3 hereof and
              that the
              Company and the officers, directors, employees and agents of the Company
              have
              relied and will rely upon such representations and warranties. The
              Investor
              hereby agrees to indemnify and hold harmless the Company and each of
              its
              respective officers, directors, employees and agents from and against
              any and
              all loss, claim, damage, liability, cost or expense (including attorney's
              fees),
              joint or several, to which any such person may become subject due to
              or arising
              out of: (i) any material breach by the Investor of any such representation
              or
              warranty; (ii) any material inaccuracy in the representations and warranties
              hereinabove set forth; (iii) the disposition of any of the Shares by
              the
              Investor contrary to the foregoing representations and warranties;
              and (iv) any
              action, suit, proceeding, demand, assessment or judgment incident to
              or based
              upon any of the matters so indemnified against. Notwithstanding the
              foregoing,
              however, no representation, warranty, acknowledgement or agreement
              made herein
              by the Investor shall in any manner be deemed to constitute a waiver
              of any
              rights granted to it under federal or state securities laws or pursuant
              to this
              Agreement, including registration rights contemplated by Section 4
              hereof.


            
              
                
                

              

              
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            4.  Registration
              Rights.
              

             

            4.1 Company’s
              Obligations.
              The
              Company covenants and agrees that: (a) (subject to the provisions of
              this
              Section 4), within 30 days from the Closing, it will prepare and file
              with the
              Commission a registration statement on Form S-3 (or if such form is
              not
              available, a Form S-1) (the “Registration Statement”) covering all of the Shares
              (the “Registrable Securities”) for a secondary or resale offering to be made on
              a continuous basis pursuant to Rule 415. The Company will use its commercially
              reasonable efforts to cause the Registration Statement to be declared
              effective
              under the Act within 120 days of the Closing and to keep the Registration
              Statement continuously effective until the earlier of (i) such time
              that all of
              the Registrable Securities have been sold or (ii) the date when the
              Registrable
              Securities are eligible for resale pursuant to paragraph (k) of Rule
              144
              promulgated under the Act. In addition, the Company shall timely supplement
              and
              amend the Registration Statement if required by the rules, regulations
              or
              instructions applicable to the registration form used for the Registration
              Statement or if required by the Securities Act. If (i) at any time
              when a
              prospectus relating to Registrable Securities is required to be made
              available
              under the Securities Act, the Company discovers that, or any event
              occurs as a
              result of which, the prospectus (including any supplement thereto)
              included in
              the Registration Statement, as then in effect, includes an untrue statement
              of a
              material fact or omits to state any material fact required to be stated
              therein
              or necessary to make the statements therein, in the light of the circumstances
              under which they were made, not misleading, or (ii) the Commission
              issues any
              stop order suspending the effectiveness of the Registration Statement
              or
              proceedings are initiated or threatened for that purpose, then the
              Company shall
              promptly deliver a written notice to such effect to the Investor, and
              the
              Investor shall immediately upon receipt of such notice discontinue
              its
              disposition of Registrable Securities pursuant to the Registration
              Statement
              until the copies of the supplemented or amended prospectus contemplated
              by the
              immediately following sentence is made available and, if so directed
              by the
              Company, shall deliver to the Company (at the Company's expense), if
              applicable,
              all copies, other than permanent file copies, then in the Investor's
              possession
              of the prospectus or prospectus supplement relating to such Registrable
              Securities current at the time of receipt of such notice. As promptly
              as
              practicable following the event or discovery referred to in clause
              (i) of the
              immediately preceding sentence, the Company shall prepare and make
              available to
              Investor the amendment or supplement of such prospectus so that, as
              thereafter
              made available to purchasers of such Registrable Securities, such prospectus
              shall not include an untrue statement of a material fact or omit to
              state a
              material fact required to be stated therein or necessary to make the
              statements
              therein, in the light of the circumstances under which they were made,
              not
              misleading. Notwithstanding anything to the contrary in this Section
              4 if the
              filing or maintenance of the Registration Statement would require the
              Company to
              make a disclosure that would, in the good faith, reasonable judgment
              of the
              Company's Board of Directors, have a material adverse effect on the
              business,
              operations, properties, prospects or financial condition of the Company
              or on
              pending or imminent transactions, the Company shall have the right,
              upon
              delivery to the Investor of a certificate executed by the Company's
              chief
              executive officer certifying the Board of Directors' finding (a "Blackout
              Notice")
              to
              delay the filing (but not the preparation) of the Registration Statement
              or of
              any amendment or supplement thereto, to suspend its obligation to maintain
              the
              effectiveness of the Registration Statement and to suspend the use
              of any
              prospectus or prospectus supplement in connection with the Registration
              Statement, in each case for a reasonable amount of time not to exceed
              thirty
              (30) days (the "Blackout
              Period")
              within
              the ninety (90) day period beginning on the first day of a Blackout
              Period;
              provided, however, that the Company shall not deliver a Blackout Notice
              more
              than twice in any 365-day period; and provided, further that any Blackout
              Period
              shall only be effective when and for so long as other holders, if any,
              of
              registration rights with respect to the Company's securities are restricted
              from
              exercising their registration rights to the same or greater extent
              as the
              Investor. Investor agrees that upon receipt of a Blackout Notice, it
              shall
              immediately cease all efforts to dispose of Registrable Securities
              pursuant to
              the Registration Statement until such time as the Company shall notify
              it of the
              end of such restrictions or, if earlier, the expiration of the Blackout
              Period.


            
              
                
                

              

              
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            4.2 Investor’s
              Obligations.
              The
              Company’s obligations under Section 4 are conditioned upon Investor providing
              any information regarding the Investor reasonably requested by the
              Company in
              order for Company to complete the Registration Statement.

             

            4.3 Indemnity.
              With
              respect to any offering and sale pursuant to the Registration Statement,
              the
              Company agrees to indemnify and hold Investor, each Person who "controls"
              Investor within the meaning of Section 15 of the Securities Act, and
              any
              directors and officers of the foregoing, harmless against any and all
              losses,
              claims, damages or liabilities (including reasonable legal fees and
              other
              reasonable expenses incurred in the investigation and defense thereof)
              to which
              they or any of them may become subject under the Securities Act or
              otherwise
              (collectively, "Losses"),
              insofar as any such Losses shall arise out of or shall be based upon
              (i) any
              untrue statement or alleged untrue statement of a material fact contained
              in the
              Registration Statement, or any amendment or supplement thereto, or
              any
              prospectus relating to the Registration Statement, or the omission
              or alleged
              omission to state in any of the foregoing a material fact required
              to be stated
              therein or necessary to make the statements contained therein not misleading,
              (ii) any violation or alleged violation by the Company of the Securities
              Act,
              the Exchange Act, any applicable state securities law or any rule or
              regulation
              promulgated under the Securities Act, the Exchange Act or any applicable
              state
              securities law; provided, however, that the indemnification contained
              in this
              Section 4.3 shall not apply to such Losses which shall arise out of
              or shall be
              based upon any such untrue statement, or any such omission or alleged
              omission,
              which shall have been made in reliance upon and in conformity with
              information
              furnished in writing to the Company by Investor specifically for use
              in
              connection with the preparation of the Registration Statement or prospectus
              contained in the Registration Statement or any such amendment or supplement
              thereto.

             

            4.4 Exchange
              Act Reports.
              With a
              view to making available to the Investor the benefits of Rule 144 and
              any other
              rule or regulation of the Commission that may permit the Investor to
              sell
              securities of the Company to the public without registration, the Company
              agrees
              to use its reasonable best efforts until such time as all of the Registrable
              Securities have been sold under the Registration Statement or are eligible
              for
              re-sale under subsection (k) of Rule 144, to (a) make and keep public
              information available, as those terms are understood and defined in
              Rule 144, at
              all times, and take all action as may be required as a condition to
              the
              availability of Rule 144, (b) file with the Commission in a timely
              manner all
              reports and other documents required of the Company under the Securities
              Act and
              the Exchange Act, and (c) facilitate and expedite transfers of Registrable
              Shares sold pursuant to Rule 144, including providing timely notice
              to the
              Company's transfer agent to expedite such transfer.

             

            4.5 Other
              Agreements.
              The
              Company shall not grant, and represents that it has not granted, any
              other
              person or entity rights to register securities of the Company on terms
              that
              would be reasonably likely to restrict the ability of the Company to
              fully
              perform is obligations to the Investor in connection with the registration
              rights contemplated by this Section 4. The Company shall not amend
              any
              registration rights agreement with any other person or entity nor shall
              the
              Company waive any provision under any registration rights agreement
              that it
              would be entitled to waive thereunder if such waiver would be reasonably
              likely
              to adversely affect the registration rights contemplated by this Section
              4.

             

            5.  Confidentiality.
              The
              Investor acknowledges that it has signed, and continues to be bound
              by, a
              confidentiality agreement with the Company which, among other things,
              prohibits
              trading in securities of the Company at any time Investor possesses
              material
              nonpublic information with respect to the Company. 


            
              
                
                

              

              
                -7-

                
                  

                

              

              
                
                

              

            


            6.  Miscellaneous.

             

            6.1 Entire
              Agreement.
              This
              Agreement, together with its exhibits and schedules, constitute the
              entire
              contract between the Company and the Investor relative to the purchase
              and sale
              of the Shares and supersede any and all prior or contemporaneous oral
              or written
              agreements, understandings and discussions with respect thereto.

             

            6.2 Expenses.
              Each of
              the Company and the Investor will bear its own legal and other fees
              and expenses
              in connection with the transactions contemplated in this Agreement;
              provided,
              however, that the Company shall reimburse the Investor for its costs
              associated
              with the negotiation, execution and delivery of this Agreement and
              the
              consummation of the Closing, up to an amount not to exceed $10,000.

             

            6.3 Governing
              Law; Consent to Jurisdiction and Venue.
              This
              Agreement shall be governed by and construed in accordance with the
              laws of the
              State of Nevada. The Company and the Investor hereby irrevocably consent
              to the
              exclusive jurisdiction and venue of State and federal courts within
              the city of
              Reno, Nevada for any dispute arising out of this Agreement.

             

            6.4 Counterparts.
              This
              Agreement may be executed in two or more counterparts, each of which
              shall be
              deemed an original, but all of which together shall constitute one
              and the same
              instrument.

             

            6.5 Headings.
              The
              headings of the Sections of this Agreement are for convenience and
              shall not by
              themselves determine the interpretation of this Agreement.

             

            6.6 Notices.
              Any
              notice required or permitted hereunder shall be given in writing and
              shall be
              conclusively deemed effectively given upon personal delivery, on the
              date of
              receipt if 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 (a) if to the Company, as set forth below
              the
              Company’s name on the signature page of this Agreement, and (b) if to the
              Investor, at the Investor’s address as set forth below the Investor’s name on
              the signature page of this Agreement, or at such other address as the
              Company or
              the Investor may designate by ten (10) days’ advance written notice to the
              Investor or the Company, respectively.

             

            6.7 Survival
              of Representations and Warranties.
              The
              representations and warranties of the parties contained in or made
              pursuant to
              this Agreement shall survive the execution and delivery of this Agreement
              and
              Closing; provided, however, that such representations and warranties
              are only
              made as of the date of such execution and delivery and as of such
              Closing.

             

            6.8 Amendments.
              Any
              term or provision of this Agreement may be amended and the observance
              of any
              term, condition, or provision of this Agreement may be waived (either
              generally
              or in a particular instance and either retroactively or prospectively)
              by a
              written instrument signed by the Company and the Investor. 

             

            6.9 Severability.
              If one
              or more provisions of this Agreement are held to be unenforceable under
              applicable law, such provision(s) shall be excluded from this Agreement
              and the
              balance of this Agreement shall be interpreted as if such provision
              were
              excluded and shall be enforceable in accordance with its terms.



            
              
                
                

              

              
                -8-

                
                  

                

              

              
                
                

              

            


            6.10 Opinion.
              At the
              Closing, the Company shall deliver to the Investor one or more opinions
              from
              counsel to the Company reasonably acceptable to the Investor that is
              addressed
              to the Investor, dated the date of the Closing, substantively to the
              effect set
              forth in Exhibit B attached hereto and in a form reasonably satisfactory
              to the
              Investor.

             

            6.11 Time
              of Essence.
              Time
              shall be of the essence in this Agreement.

             

             

            [Remainder
              of Page Intentionally Left Blank/Signatures Follow]


            
              
                
                

              

              
                -9-

                
                  

                

              

              
                
                

              

            


            IN
              WITNESS WHEREOF, the parties hereto have executed or caused this Stock
              Purchase
              Agreement to be executed by their duly authorized representatives as
              of the date
              first written above.

            


            “Company”

            


            ALTAIR
              NANOTECHNOLOGIES INC., 

            a
              Canadian corporation

            


            


            By:
              /s/________________________________

            _________________,
              its _____________ 


            


            Address:
              

            204
              Edison Way

            Reno,
              Nevada 89502

            Facsimile:
              (775) 856-1619

             

             

            “Investor”

            


            THE
              AES
              CORPORATION,
              

            a
              Delaware corporation

            


            


            By:
              /s/
              ________________________________

            _________________,
              its _____________ 


            


            Address:
              

            4300
              Wilson Blvd, Suite 1100

            Arlington,
              VA 22203

            Attn:
              Robert Hemphill

            Facsimile:
              (703) 528 4510

             

             

            -10-