alti_8k-ex1002.htm


    Exhibit
10.3

    AMENDMENT
NO. 1

    to

    AMENDED
AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT

    


    THIS AMENDMENT NO. 1 TO AMENDED AND
RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT (this "Amendment") is executed this
October 6, 2008 pursuant to Article 5.4(a) of that certain Amended and Restated
Shareholder Rights Plan Agreement (the "Shareholder Rights Plan")
dated October 15, 1999, by and between Altair Nanotechnologies, Inc., a Canadian
corporation formerly known as “Altair International Inc.” (the "Company") and Equity Transfer
Services Inc. (the "Rights
Agent").  For purposes of this Amendment, capitalized terms
used but not otherwise defined herein shall have the meanings ascribed to
such terms in the Shareholder Rights Plan.

    


    RECITALS

    


    WHEREAS, pursuant to that
certain Stock Purchase and Settlement Agreement dated September 30, 2008 (the
"Purchase and Settlement
Agreement") and executed on even date herewith by and between the Company
and Al Yousuf, LLC, a United Arab Emirates limited liability company (the "Investor"), the Company shall
issue to Investor 8,000,000 shares (the "Shares") of the Company’s
common stock (the "Issuance");

    


    WHEREAS, the Investor will
become the Beneficial Owner of 15% or more of the outstanding Voting Shares of
the Company as a result of the Issuance; and

    


    WHEREAS, in order to induce
Investor to enter into the Purchase and Settlement Agreement, the Company
desires to amend the Shareholder Rights Plan to provide that the Issuance will
not trigger an event that would be adverse to the Investor under the Shareholder
Rights Plan.

    


    AGREEMENT

    


    NOW, THEREFORE, on account of
the events set forth in the Recitals above, the Company hereby amends the
Shareholder Rights Plan as follows:

    


    1. Amendment to Definition of
Acquiring Person.  The following provision is added as
subsection (vi) to Article 1.1(a) of the Shareholder Rights Plan:

    


    
      	
               
      

            	
              (vi)

            	
              Al
      Yousuf, LLC, a United Arab Emirates limited liability company (“Al
      Yousuf”); provided, however, this exception shall not be, and shall cease
      to be, applicable to Al Yousuf in the event that Al Yousuf shall, after
      its execution of the Purchase and Settlement Agreement (a) increase its
      Beneficial Ownership percentage of the Voting Shares by more than 1% above
      its Beneficial Ownership percentage of the Voting Shares as a result of
      its execution of the Purchase and Settlement Agreement, other than through
      the Issuance, a Voting Share Reduction, an Exempt Acquisition or a Pro
      Rata Acquisition, or (b) commence a Take-over Bid that would, if
      consummated, increase its Beneficial Ownership percentage of the Voting
      Shares by more than 1% above its Beneficial Ownership percentage of the
      Voting Shares as a result of its execution of the Purchase and Settlement
      Agreement.

            


    

    


    2. Full Force and
Effect.  Except as amended hereby, the Shareholder Rights Plan
shall remain in full force and effect and all other provisions of the
Shareholder Rights Plan shall remain unchanged.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    
 

    3. Entire
Agreement.  The original Shareholder Rights Plan Agreement
between the Company and the Rights Agent dated November 27, 1998, as amended and
restated by the Shareholder Rights Plan, as further amended by this Amendment,
constitute the full and entire understanding and agreement between the parties
with regard to the subjects hereof and thereof.  This Amendment shall
be effective upon execution by the Company.

    


    IN WITNESS WHEREOF, this Amendment No.
1 to Amended and Restated Shareholder Rights Plan Agreement is hereby executed
as of the date first above written.

    


    "COMPANY"

     

    ALTAIR
NANOTECHNOLGIES INC.

    a
Canadian corporation

     

    By: /s/ Terry Copeland        

    Name:
Terry
Copeland

    Title:
CEO and
President

    


    


    


    Accepted,
Acknowledge and Agreed:

    


    "RIGHTS AGENT"

    


    EQUITY
TRANSFER SERVICES INC.

    


    


    By: /s/                                                                    


    


    Name:

    


    Title:

    


    


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