altair_8k-ex1001.htm

 

    
      

    

    Exhibit 10.1

     

     

    
      REDEMPTION
AGREEMENT

      


      This
Redemption Agreement ("Agreement") effective as of April 30, 2010 (the
"Effective Date") is entered into by and between Altairnano, Inc. ("Altair") and
The Sherwin-Williams Company ("Sherwin-Williams") and AlSher Titania LLC
("AlSher"), (collectively the "Parties").

      


      
        	
                1.   
       

              	
                Definitions. The definitions in
      this Agreement are consistent with those listed in the Definitive
      Agreement and the Limited Liability Company Agreement of AlSher Titania
      LLC effective as of April 24, 2007.

              


      

      


      
        	
                2.  
        

              	
                Redemption
      and Transfer of Membership Interests. Upon the terms and
      subject to the conditions set forth in the Definitive Agreement,
      simultaneously with the execution and delivery of this Agreement, Altair
      hereby withdraws as a member and transfers, conveys and delivers to AlSher
      which hereby acquires and accepts, free and clear of all liens, claims,
      security interest, pledges, charges and other encumbrances, Altair's
      membership interest in AlSher in accordance with Del. Code Ann. tit. 6,
      § 18- 702(e).

              


      

      


      
        	
                3.  
        

              	
                Consent. Altair consents to the
      full redemption of its Interest (including, without limitation, all of
      Altair's Membership Units, Percentage Interest, and Management Rights) in
      AlSher.  Sherwin-Williams consents to Altair's withdrawal in
      accordance with Article XI section 3 (11.03) of the Limited Liability
      Company Agreement.

              


      

      


      
        	
                4.  
        

              	
                Effects
      of Redemption. Effective upon
      execution of this agreement, and without any further action by AlSher or
      Sherwin-Williams (including
Altair):

              


      

       

      
        
          	 	
                  (a)

                	
                  Altair
      shall no longer be a Member of AlSher or have any interest
      whatsoever;

                


        

      

       

      
        
          	 	
                  (b) 

                	
                  Any
      Members appointed by Altair shall be deemed to have resigned from the
      Board;

                


        

      

       

      
        	 	
                (c) 

              	
                Altair
      shall have no further right to designate any
  Member;

              


      

       

      
        	 	
                (d)

              	
                Neither
      Altair nor any Member designated by Altair shall be entitled to attend any
      AlSher meeting or receive any further information concerning
      AlSher;

              


      

       

      
        	 	
                (e)

              	
                Neither
      Altair nor any Member designated by Altair shall be entitled to any
      rights, privileges or obligations under or relating to the Limited
      Liability Company Agreement;

              


      

       

      
        	 	
                (f) 

              	
                All
      provisions of the Limited Liability Company Agreement granting any rights
      to Altair or imposing any obligations upon Altair in any respect shall be
      deleted and deemed to be void and of no further force or
      effect.

              


      

       

      
        
          	
                  The
      Sherwin-Williams Company

                	
                  AlSher
      Titania LLC

                
	 
      	
                  By
      and on behalf of its below Members

                
	 
      	 
      
	
                  Signed:
      /s/ Max H. Lewis         

                	
                  The
      Sherwin-Williams Company

                
	 
      	 
      
	
                  Printed
      Name:  Max H. Lewis

                	
                  Signed:
      /s/ Tom Seitz         

                
	 
      	 
      
	
                  Title:  Vice
      President – Global Innovation

                	
                  Printed
      Name:  Tom Seitz

                
	 
      	 
      
	 
      	
                  Title:  Managing
      Member

                
	 
      	 
      
	
                  Altairnano,
      Inc.

                	
                  Altairnano,
      Inc.

                
	 
      	 
      
	
                  Signed:
      /s/ Terry M. Copeland      

                	
                  Signed:
      /s/ Terry M. Copeland      

                
	 
      	 
      
	
                  Printed
      Name:  Terry M. Copeland

                	
                  Printed
      Name:  Terry M. Copeland

                
	 
      	 
      
	
                  Title:  President
      and CEO

                	
                  Title:  Managing
      Member