alti_8k-ex1002.htm


    Exhibit
10.2

    AMENDMENT
NO. 1

    to

    REGISTRATION
RIGHTS AGREEMENT

    


    THIS
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT (this "Amendment") is made and
entered into as of September 30, 2008, by and between Altair Nanotechnologies,
Inc., a Canadian corporation (the "Company"), and Al Yousuf, LLC,
a United Arab Emirates limited liability company (the "Investor").  For
purposes of this Amendment, capitalized terms used but not otherwise defined
herein shall have the meanings ascribed to such terms in that certain
Registration Rights Agreement dated November 29, 2007, entered into by and
between the Company and Investor (the "Registration Rights
Agreement").

    


    RECITALS

    


    WHEREAS, pursuant to that
certain Stock Purchase and Settlement Agreement of even date herewith (the
"Purchase and Settlement
Agreement") by and between the Company and Investor, the Company shall
issue to Investor up to 8,000,000 shares of the Company’s common stock (the
"New Shares"); and

    


    WHEREAS, in order to induce
Investor to enter into the Purchase and Settlement Agreement, the Company has
agreed to provide for certain registration rights for the New Shares on the
terms and conditions set forth in the Registration Rights Agreement, as amended
by this Amendment.

    


    AGREEMENT

    


    NOW, THEREFORE, in
consideration of the mutual promises and covenants hereinafter set forth and
other good and valuable consideration, the receipt of which is hereby
acknowledged by the parties, the parties hereto agree as follows:

    


    1. Addition of Defined
Term.  The following defined term is added to Section 1 of the
Registration Rights Agreement immediately following the definition of Purchase
Agreement:

    


    "Purchase and Settlement
Agreement" means that certain Stock Purchase and Settlement Agreement
dated as of September 30, 2008, by and between the Company and
Investor.

    


    2. Amendment to Definition of
Shares.  The definition of "Shares" in Section 1 of the
Registration Rights Agreement is hereby deleted and replaced in its entirety
with the following:

    


    "Shares" means the
shares of Common Stock issued to Investor pursuant to the Purchase Agreement and
the Purchase and Settlement Agreement.

    


    3. Full Force and
Effect.  Except as amended hereby, the Registration Rights
Agreement shall remain in full force and effect and all other provisions of the
Registration Rights Agreement shall remain unchanged.

    


    4. Counterparts.  This
Amendment may be executed in any number of counterparts, including by facsimile
or other electronic means of delivery of a photocopy, each of which shall be an
original, but all of which together shall constitute one
instrument.

    


    [Signature Page Follows]

     

    
      
         

      

      
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    IN WITNESS WHEREOF, this Amendment No.
1 to Registration Rights 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

     

     

     

    "INVESTOR"

     

    AL
YOUSUF, LLC

    a United
Arab Emirates limited liability company

     

    By: /s/ Iqbal Al
Yousuf

     

    Name:
Iqbal Al
Yousuf

     

    Title:
Manager

     

     

     

     

     

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