altair_8k-ex1002.htm


    
      

    

     

     

    Exhibit
      10.2

    
 

    REGISTRATION
      RIGHTS AGREEMENT

    


    This
      Registration Rights Agreement (the “Agreement”) is made and entered into
      as of this 29th
      day of November, 2007 by and between Altair Nanotechnologies, Inc., a Canadian
      corporation (the “Company”), and Al Yousuf, LLC, a United Arab Emirates
      limited liability company (the “Investor”).

     

    The
      parties hereby agree as follows:

     

    1.           Certain
      Definitions.

     

    As
      used
      in this Agreement, the following terms shall have the following
      meanings:

     

    “Additional
      Selling Shareholders” means Persons offering securities under a Registration
      other than the Investor or the Company.”

     

    “Affiliate”
      means, with respect to any Person, any other Person which directly or indirectly
      Controls, is Controlled by, or is under common Control with, such
      Person.

     

    “Business
      Day” means a day, other than a Friday, Saturday or Sunday, on which banks in
      New York and the United Arab Emirates are open for the general transaction
      of
      business.

     

    “Change
      of Control” means (a) a consolidation of the Company with, or merger of the
      Company into, another Person, (b) a sale or conveyance of all or substantially
      all of the assets of the Company to another Person, or (c) a sale or conveyance
      in a single transaction, or related transactions, of securities representing
      a
      majority of the votes in the election of directors of the Company; provided,
      however, with respect to each of (a), (b) and (c), the acquiring Person is
      not
      controlled by the Company or a Person in which, prior to or as a result of
      the
      transaction, the shareholders of the Company hold a majority of the votes in
      the
      election of directors.

     

    “Closing”
      means the Initial Closing under the Purchase Agreement.

     

    “Common
      Stock” means the Company’s common shares, without par value, and any
      securities into which such shares may hereinafter be reclassified.

     

    “Control”
      (including the terms “controlling”, “controlled by” or “under common control
      with”) means the possession, direct or indirect, of the power to direct or cause
      the direction of the management and policies of a Person, whether through the
      ownership of voting securities, by contract or otherwise.

     

    “Investor”
      means the Investor and any Affiliate or permitted transferee of the Investor
      who
      becomes a party to this Agreement and subsequently holds any Registrable
      Securities or  Restricted Securities.

     

    “Person”
      means an individual, corporation, partnership, limited liability company, trust,
      business trust, association, joint stock company, joint venture, sole
      proprietorship, unincorporated organization, governmental authority or any
      other
      form of entity not specifically listed herein.

     

    “Prospectus”
      means the prospectus included in any Registration Statement, as amended or
      supplemented by any prospectus supplement, with respect to the terms of the
      offering of any portion of the Registrable Securities or Restricted Securities
      covered by such Registration Statement and by all other amendments and
      supplements to the prospectus, including post-effective amendments and all
      material incorporated by reference in such prospectus.

     

     

    
      
         

      

      
        
        

        
          

        

      

      
         

      

    

     

    “Purchase
      Agreement” means that certain Purchase Agreement by and between the Company
      and Investor dated the date hereof.

     

    “Register,”
      “registered,” “registration,” and “Registration” refer to a
      registration made by preparing and filing a Registration Statement or similar
      document in compliance with the 1933 Act, and the declaration or ordering of
      effectiveness of such Registration Statement or document.  Unless
      otherwise specified or evident from the context, the term “Registration” refers
      to a Demand Registration or a Mandatory Registration.

     

    “Registrable
      Securities” means (a) the Shares or other securities issued or issuable to
      Investor or its transferee or designee (i) upon any distribution with respect
      to, any exchange for or any replacement of such Shares or (ii) upon any
      conversion, exercise or exchange of any securities issued in connection with
      any
      such distribution, exchange or replacement; (b) securities issued or issuable
      upon any stock split, stock dividend, recapitalization or similar event with
      respect to the foregoing; and (c) any other security issued as a dividend or
      other distribution with respect to, in exchange for, in replacement or
      redemption of, any of the securities referred to in the preceding clauses;
      provided, that, a security shall cease to be a Registrable Security (A) upon
      sale by the Investor to any Person other than a Person who is a permitted
      assignee under Section 7(c) and assumes the right and obligations of Investor
      under this Agreement with respect to such transferred securities, or (B) the
      expiration of the Effectiveness Period (as defined in Section 3(a)) with respect
      to a Registration Statement in a Demand Registration that is declared
      effective.

     

    “Restricted
      Securities” means (a) the Shares or other securities issued or issuable to
      Investor or its transferee or designee (i) upon any distribution with respect
      to, any exchange for or any replacement of such Shares or (ii) upon any
      conversion, exercise or exchange of any securities issued in connection with
      any
      such distribution, exchange or replacement; (b) securities issued or issuable
      upon any stock split, stock dividend, recapitalization or similar event with
      respect to the foregoing; and (c) any other security issued as a dividend or
      other distribution with respect to, in exchange for, in replacement or
      redemption of, any of the securities referred to in the preceding clauses;
      provided, that, a security shall cease to be a Restricted Security (A) upon
      sale
      by the Investor to any Person other than a Person who is a permitted assignee
      under Section 7(c) and assumes the right and obligations of Investor under
      this
      Agreement with respect to such transferred securities, or (B) upon eligibility
      for resale pursuant to Rule 144(k) (or any successor provision) or otherwise
      under Rule 144 without either volume restrictions or manner of sale
      restrictions.

     

     “Registration
      Statement” means any registration statement of the Company filed under the
      1933 Act that covers the resale of any of the Registrable Securities or
      Restricted Securities pursuant to the provisions of this Agreement, amendments
      and supplements to such Registration Statement, including post-effective
      amendments, and all exhibits and all material incorporated by reference in
      such
      Registration Statement.

     

    “SEC”
      means the U.S. Securities and Exchange Commission.

     

    “Shares”
      means the shares of Common Stock issued to Investor pursuant to the Purchase
      Agreement.

     

     

    
      
         

      

      
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    “1933
      Act” means the Securities Act of 1933, as amended, and the rules and
      regulations promulgated thereunder.

    


    “1934
      Act” means the Securities Exchange Act of 1934, as amended, and the rules
      and regulations promulgated thereunder.

    


    2.           Demand
      Registration.

    


    (a)           Demand
      Registration. Subjection to Section 2(h) below, at any time after the second
      anniversary of the Closing and until the eighth anniversary of the Closing,
      the
      Investor may request a single registration under the 1933 Act of the resale
      of
      all or any portion of its Registrable Securities (such registration, the
“Demand Registration”).  The Demand Registration shall be on
      the registration form selected by the Company among the forms appropriate for
      the proposed plan of distribution for which the Company is
      eligible.  The request for Demand Registration shall specify the
      number of Registrable Securities requested to be registered and the intended
      method of distribution, including an election as to (i) whether the Investor
      intends to offer and sell the Registrable Securities on a continuous basis
      pursuant to Rule 415 under the Securities Act, or (ii) whether the Investor
      intends to request engagement of an underwriter with respect to the Demand
      Registration and the identity of any underwriters the Investor is recommending
      (with it being understood that (i) and (ii) are mutually exclusive
      alternatives).   

    


    (b)           Mandatory
      Registration.

     

    (i)           The
      Company shall prepare and file with the SEC, and have declared effective on
      or
      before the two-year anniversary of the Closing, a single Registration Statement
      on Form S-3 (or, if Form S-3 is not then available to the Company, on such
      form
      of registration statement as is then available to effect a registration for
      resale of the Restricted Securities) for a secondary or resale offering on
      a
      continuous basis pursuant to Rule 415 under the 1933 Act of the Restricted
      Securities (such registration, the “Mandatory Registration”). Such
      Registration Statement also shall cover, to the extent allowable under the
      1933
      Act and the rules promulgated thereunder (including Rule 416), such
      indeterminate number of additional shares of Common Stock resulting from stock
      splits, stock dividends or similar transactions with respect to the Restricted
      Securities.

     

    (ii)           For
      not more than twenty (20) consecutive days or for a total of not more than
      forty-five (45) days in any twelve (12) month period, the Company may delay
      the
      disclosure of material non-public information concerning the Company, by
      suspending the use of any Prospectus included in any Mandatory Registration
      containing such information, the disclosure of which at the time is not, in
      the
      good faith opinion of the Chief Executive Officer and Chief Financial Officer
      of
      the Company, upon advice of counsel, in the best interests of the Company (an
      “Allowed Delay”); provided, that the Company shall promptly (a) notify
      Investor in writing of the existence of (but in no event, without the prior
      written consent of Investor, shall the Company disclose to Investor any of
      the
      facts or circumstances regarding) material non-public information giving rise
      to
      an Allowed Delay, (b) advise Investor in writing to cease all sales under the
      Registration Statement until the end of the Allowed Delay and (c) use its best
      efforts to terminate an Allowed Delay as promptly as practicable.

     

     

    
      
         

      

      
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    (c)           Underwriting.
      If a request for Demand Registration indicates the Investor’s intent to engage
      an underwriter with respect to the Demand Registration, the Investor shall
      promptly engage a managing underwriter to administer the offering of any
      Registrable Securities registered in the Demand Registration, which managing
      underwriter shall be an internationally or United States nationally recognized
      investment bank approved by the Company in writing, such approval not to be
      unreasonably withheld.

     

    (d)           Inclusion
      of Additional Securities.  Subject to Section 2(e), the Company
      may include in any Demand Registration or Mandatory Registration common shares
      to be offered and sold by the Company or Additional Selling Shareholders.


    


    (e)           Priority
      on Underwritten Demand Registrations. .In connection with any Demand
      Registration involving an underwriting, if the total number of securities,
      including Registrable Securities, requested by the Investor, the Company and
      Additional Selling Shareholders to be included in such offering exceeds the
      amount of securities that the underwriters determine in their reasonable
      discretion is compatible with the success of the offering, then the Company
      shall be required to include in the offering only that number of such
      securities, including Registrable Securities, which the underwriters determine
      in their reasonable discretion will not jeopardize the success of the
      offering.  In the event that the underwriters determine that less than
      all of the securities requested to be registered can be included in such
      offering, then (i) no securities other than Registrable Securities shall be
      included in the Demand Registration unless all Registration Securities
      designated by the Investor for inclusion in the Demand Registration are
      included, and (ii) if all Registrable Securities designated by the Investor
      for
      inclusion are included and the underwriters determine that the inclusion of
      additional securities would not jeopardize the success of the offering, the
      Company may allocate in its discretion the additional securities to be included
      in the Demand Registration among itself and any Additional Selling
      Shareholders.

    


    (f)           Delay
      of Demand Registration. The Company may postpone for up to 120 days the
      filing or the effectiveness of a Registration Statement for a Demand
      Registration if the Company’s board of directors determines in its reasonable
      good faith judgment that such Demand Registration would reasonably be expected
      to have a material adverse effect on any proposal or plan by the Company or
      any
      of its subsidiaries to engage in any acquisition of assets (other than in the
      Ordinary Course of Business), financing, joint venture, merger, consolidation,
      tender offer, reorganization or other material strategic transaction; provided
      that in such event, the Investor shall be entitled to withdraw such request
      and,
      if such request is withdrawn, such Demand Registration shall not count as the
      single permitted Demand Registration hereunder and the Company shall pay all
      expenses in connection with such registration.  The Company may delay
      a Demand Registration hereunder only once in any twelve-month
      period.

    


    (g)           Registration
      Expenses. The Company will pay the following expenses associated with the
      Demand Registration of Registrable Securities and a Mandatory Registration
      of
      Restricted Securities: filing, registration and printing fees, fees and expenses
      of the Company’s counsel and auditors, fees and expenses associated with
      clearing the Registrable Securities for sale under applicable state securities
      or “blue sky” laws, listing fees, transfer taxes, fees of transfer agents and
      registrars and other direct expenses of the Company.  The Investor and
      each Additional Selling Shareholders shall pay fees and expenses of any legal
      counsel, auditor or other advisor engaged by such Person.  Subject to
      the Company’s obligation to pay all expenses in connection with a registration
      delayed pursuant to Section 2(f), all other fees and expenses associated with
      any Demand Registration or Mandatory Registration, including, without
      limitation, discounts, commissions and fees of underwriters, expenses and fees
      of underwriters and their counsel, and fees and expenses of selling brokers,
      dealer managers or similar securities industry professionals, shall be paid
      by
      the Investor and other participants in the Registration (including the Company
      if it participates), with such expenses being allocated pro rata among the
      participants based upon the number of securities registered for sale in the
      Registration.

     

     

    
      
         

      

      
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    (h)           Change
      of Control. The rights of the Investor under this Section 2, and the
      obligations of the Company under Section 2 and Section 3, shall immediately
      and
      automatically terminate upon the closing of Change of Control in which the
      shares of Common Stock of the Company are exchanged for the right to receive
      (i)
      cash and/or (ii) securities that are registered on a United States national
      stock exchange, issued by a Person with a market capitalization in excess of
      $1
      Billion and not subject to restrictions on trading (other than under Rule 145
      under the Securities Act).

     

    3.           Company
      Obligations.  The Company will use its commercially best efforts
      to effect the registration of the Registrable Securities in a Registration
      in
      accordance with the terms hereof, and pursuant thereto the Company will, as
      expeditiously as possible:

     

    (a)           prepare
      and file with the SEC such amendments and post-effective amendments to the
      Registration Statement and the Prospectus as may be necessary to keep the
      Registration Statement effective for the period specified in Section 3 and to comply with the provisions
      of the
      1933 Act and the 1934 Act with respect to the distribution of all of the
      Registrable Securities or Restricted Securities covered thereby;

     

    (b)           use
      its commercially best efforts to cause such Registration Statement to become
      effective and to remain continuously effective for a period (the
“Effectiveness Period”) that will terminate upon the earliest of
      :

     

    (i)
      for a Demand Registration, (A) the
      date on which all Registrable Securities covered by such Registration Statement,
      as amended from time to time, have been sold or cease to be Registrable
      Securities, (B) if the Investor requests engagement of, and the Company engages,
      an underwriter, the earlier of the date that is 90 days after the effectiveness
      of the Registration Statement and the date the managing underwriter terminates
      or closes the offering, and (C) the eighth anniversary of the Closing;
      and.

     

    (ii)
      for a Mandatory Registration, the
      date on which all Restricted Securities covered by such Registration Statement,
      as amended from time to time, have been sold or cease to be Restricted
      Securities.

     

    


    
      
         

      

      
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    (c)           provide
      copies to and permit a single counsel designated by Investor to review the
      Registration Statement and all amendments and supplements thereto no fewer
      than
      four (4) Business Days prior to their filing with the SEC and not file any
      document to which any such counsel reasonably objects; provided, however, in
      the
      event that the Company receives a notice that the Registration Statement or
      amendment to the Registration Statement will not be reviewed by the SEC or
      that
      the SEC will accept a request for effectiveness of the Registration Statement,
      the Company may make immaterial updates to the prior version of the Registration
      Statement or amendment and file such updated Registration Statement or amendment
      without providing such counsel an opportunity to review the Registration
      Statement or amendment.

     

    (d)           furnish
      to Investor and its legal counsel (which may be by email or portable document
      format (pdf) file) (i) promptly after the same is prepared and publicly
      distributed, filed with the SEC, or received by the Company (but not later
      than
      two (2) Business Days after the filing date, receipt date or sending date,
      as
      the case may be) one (1) copy of the Registration Statement and any amendment
      thereto, each preliminary prospectus and Prospectus and each amendment or
      supplement thereto, and (ii) such number of copies of a Prospectus, including
      a
      preliminary prospectus, and all amendments and supplements thereto and such
      other documents as Investor may reasonably request in order to facilitate the
      disposition of the Registrable Securities or Restricted Securities owned by
      Investor that are covered by the Registration Statement;

     

    (e)           if
      an underwriter is engaged for the offering, the Company shall enter into and
      perform its reasonable obligations under an underwriting agreement, in usual
      and
      customary form, including, without limitation, customary indemnification and
      contribution obligations, with the underwriter of such offering;

     

    (f)           if
      required by any underwriter engaged for the offering, the Company shall furnish,
      on the effective date of the Registration Statement (except with respect to
      clause (i) below) and on the date that Registrable Securities or Restricted
      Securities are delivered to an underwriter, if any, for sale in connection
      with
      the Registration Statement, (i)(A) in the case of an underwritten offering,
      an
      opinion, dated as of the closing date of the sale of Registrable Securities
      or
      Restricted Securities to the underwriters, from independent legal counsel
      representing the Company for purposes of such Registration Statement, in form,
      scope and substance as is customarily given in an underwritten public offering,
      addressed to the underwriters participating in such underwritten offering and
      Investor or (B) in the case of an “at the market” offering, an opinion, dated as
      of or promptly after the effective date of the Registration Statement to
      Investor, from independent legal counsel representing the Company for purposes
      of such Registration Statement, in form, scope and substance as is customarily
      given in a public offering, addressed to Investor, and (ii) a letter, dated
      as
      of the effective date of such Registration Statement and confirmed as of the
      applicable dates described above, from the Company’s independent certified
      public accountants in form and substance as is customarily given by independent
      certified public accountants to underwriters in an underwritten public offering,
      addressed to the underwriters (including any Investor deemed to be an
      underwriter);

     

    (g)           use
      its best efforts to (i) prevent the issuance of any stop order or other
      suspension of effectiveness and, (ii) if such order is issued, obtain the
      withdrawal of any such order at the earliest possible moment;

     

     

    
      
         

      

      
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    (h)           use
      its best efforts to register or qualify or cooperate with Investor and its
      counsel in connection with the registration or qualification of such Registrable
      Securities or Restricted Securities for offer and sale under the securities
      or
      blue sky laws of such jurisdictions reasonably requested by Investor and do
      any
      and all other acts or things necessary or advisable to enable the distribution
      in such jurisdictions of the Registrable Securities or Restricted Securities
      covered by the Registration Statement; provided, however, that the Company
      shall
      not be required in connection therewith or as a condition thereto to (i) qualify
      to do business in any jurisdiction where it would not otherwise be required
      to
      qualify but for this Section 3(h), (ii) subject itself to general taxation
      in
      any jurisdiction where it would not otherwise be so subject but for this Section
      3(h), or (iii) file a general consent to service of process in any jurisdiction
      where it would not otherwise be required to qualify but for this Section
      3(h);

     

    (i)           if
      applicable, list all Registrable Securities or Restricted Securities covered
      by
      a Registration Statement to be listed on each securities exchange, interdealer
      quotation system or other market on which similar securities issued by the
      Company are then listed;

     

    (j)           immediately
      notify Investor, at any time when a Prospectus relating to Registrable
      Securities or Restricted Securities is required to be delivered under the 1933
      Act, upon discovery that, or upon the happening of any event as a result of
      which, the Prospectus included in a 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
      not misleading in light of the circumstances then existing, and at the request
      of any such holder, promptly prepare and furnish to such holder a reasonable
      number of copies of a supplement to or an amendment of such Prospectus as may
      be
      necessary so that, as thereafter delivered to the purchasers of such Registrable
      Securities or Restricted 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 not misleading in
      light of the circumstances then existing;

     

    (k)           otherwise
      use its best efforts to comply with all applicable rules and regulations of
      the
      SEC under the 1933 Act and the 1934 Act, and take such other actions as may
      be
      reasonably necessary to facilitate the registration of the Registrable
      Securities or Restricted Securities hereunder; and

     

    (l)           with
      a view to making available to Investor the benefits of Rule 144 (or its
      successor rule) and any other rule or regulation of the SEC that may at any
      time
      permit Investor to sell Registrable Securities or Restricted Securities to
      the
      public without registration, the Company covenants and agrees to, during the
      Effectiveness Period:  (i) make and keep public information available,
      as those terms are understood and defined in Rule 144; (ii) file with the SEC
      in
      a timely manner all reports and other documents required of the Company under
      the 1934 Act; and (iii) furnish to Investor upon request, as long as Investor
      owns any Registrable Securities or Restricted Securities, (A) a written
      statement by the Company that it has complied with the reporting requirements
      of
      the 1934 Act, (B) a copy of the Company’s most recent Annual Report on Form 10-K
      or Quarterly Report on Form 10-Q, and (C) such other information as may be
      reasonably requested in order to avail Investor of any rule or regulation of
      the
      SEC that permits the selling of any such Registrable Securities or Restricted
      Securities without registration.

     

     

    
      
         

      

      
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    4.           Due
      Diligence Review; Information.  During a period beginning thirty
      days prior to the filing of the Registration Statement and continuing until
      the
      effectiveness of such Registration Statement, the Company shall make available,
      during normal business hours, for inspection and review by Investor, advisors
      to
      and representatives of Investor (who may or may not be affiliated with Investor,
      and who are reasonably acceptable to the Company), and any underwriter
      participating in any disposition of shares of Common Stock on behalf of Investor
      pursuant to a Registration Statement or amendments or supplements thereto or
      any
      blue sky, FINRA or other filing, all financial and other records, all SEC
      Filings (as defined in the Purchase Agreement) and other filings with the SEC,
      and all other corporate documents and properties of the Company as may be
      reasonably necessary for the purpose of such review, and cause the Company’s
      officers, directors and employees, within a reasonable time period, to supply
      all such information reasonably requested by Investor or any such
      representative, advisor or underwriter in connection with such Registration
      Statement (including, without limitation, in response to all questions and
      other
      inquiries reasonably made or submitted by any of them), for the sole purpose
      of
      enabling Investor and such representatives, advisors and underwriters and their
      respective accountants and attorneys to conduct initial and ongoing due
      diligence with respect to the Company and the accuracy of such Registration
      Statement.  The Company shall not disclose material nonpublic
      information to Investor, or to advisors to or representatives of Investor,
      unless prior to disclosure of such information the Company identifies such
      information as being material nonpublic information and provides Investor,
      such
      advisors and representatives with the opportunity to accept or refuse to accept
      such material nonpublic information for review and any Investor wishing to
      obtain such information enters into an appropriate confidentiality agreement
      with the Company with respect thereto.  Notwithstanding the breadth of
      the foregoing, the Company shall be permitted to limit or deny any Investor,
      and
      that Investor’s representatives, advisors and underwriters and their respective
      accountants and attorneys, copies of or access to any document or information
      if
      the Company determines that, because of such Investor’s affiliation with a
      competitor, customer, supplier or for any other reason, disclosure of such
      information to any such person may harm the ability of the Company to keep
      confidential information from its customers, competitors and supplier or would
      otherwise harm the competitive position of the Company.

     

    5.           Obligations
      of Investor.

     

    (a)           Investor
      shall furnish in writing to the Company such information regarding itself,
      the
      Registrable Securities or Restricted Securities held by it and the intended
      method of disposition of the Registrable Securities or Restricted Securities
      held by it, as shall be reasonably required to effect the registration of such
      Registrable Securities or Restricted Securities (or to complete any amendment
      to
      any Registration Statement) and shall execute such documents in connection
      with
      such registration as the Company may reasonably request.  At least
      fifteen (15) Business Days prior to the first anticipated filing date of any
      Registration Statement, the Company shall notify Investor of the information
      the
      Company requires from Investor if Investor elects to have any of the Registrable
      Securities or Restricted Securities included in the Registration
      Statement.  Investor shall provide such information to the Company at
      least four (4) Business Days prior to the first anticipated filing date of
      such
      Registration Statement if Investor elects to have any of the Registrable
      Securities or Restricted Securities included in the Registration
      Statement.  At least ten (10) Business Days prior to the anticipated
      filing date of any pre-effective or post-effective amendment to any Registration
      Statement (provided that, if any amendment is filed in response to comment
      receive by the SEC, notice within two (2) Business Days the Company’s receipt of
      the SEC comment shall be sufficient), the Company shall notify Investor of
      the
      information the Company reasonably requires from Investor if Investor elects
      to
      have any of the Registrable Securities or Restricted Securities included in
      the
      Registration Statement.  Investor shall provide such information to
      the Company prior to the later of (i) at least four (4) Business Days prior
      to
      the first anticipated filing date of such Registration Statement, or (ii) two
      (2) Business Days after a timely request therefor from the Company, in each
      case
      if Investor elects to have any of the Registrable Securities or Restricted
      Securities included in the Registration Statement.  If Investor fails
      to provide information to the Company as required by this subsection, at all
      or
      on a timely basis, and the Company reasonably expects the Registration Statement
      or amendment in question to be an effective version of the Registration
      Statement, the Company may exclude Investor’s Registrable Securities or
      Restricted Securities from the Registration Statement or amendment in question
      without penalty

     

     

    
      
         

      

      
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    (b)                      Investor,
      by its acceptance of the Shares agrees to cooperate with the Company as
      reasonably requested by the Company in connection with the preparation and
      filing of a Registration Statement hereunder, unless Investor has notified
      the
      Company in writing of its election to exclude all of its Registrable Securities
      or Restricted Securities from the Registration Statement.

     

    (c)                      If
      an underwriter is engaged at the request of Investor with respect to a
      Registration, Investor agrees to enter into and perform its obligations under
      an
      underwriting agreement, in usual and customary form, including, without
      limitation, customary indemnification and contribution obligations, with the
      managing underwriter of such offering and take such other actions as are
      reasonably required in order to expedite or facilitate the dispositions of
      the
      Registrable Securities or Restricted Securities.

     

    (d)           Investor
      agrees that, upon receipt of any notice from the Company of the happening of
      an
      event pursuant to Section 3(j) hereof, Investor will immediately discontinue
      disposition of Registrable Securities or Restricted Securities pursuant to
      the
      Registration Statement covering such Registrable Securities or Restricted
      Securities, until Investor’s receipt of the copies of the supplemented or
      amended prospectus filed with the SEC and until any related post-effective
      amendment is declared effective and, if so directed by the Company, Investor
      shall deliver to the Company (at the expense of the Company) or destroy (and
      deliver to the Company a certificate of destruction) all copies in Investor’s
      possession of the Prospectus covering the Registrable Securities or Restricted
      Securities current at the time of receipt of such notice.

     

    (e)           If
      an underwriter is engaged at the request of Investor with respect to a
      Registration , Investor agrees to (i) sell the Registrable Securities or
      Restricted Securities on the basis provided in any underwriting arrangements
      in
      usual and customary form requested by the managing underwriter, (ii) complete
      and execute all questionnaires, powers of attorney, indemnities, underwriting
      agreements and other documents reasonably required under the terms of such
      underwriting arrangements, and (iii) pay its pro rata share of all underwriting
      discounts and commissions, in addition to other expenses allocated to the
      Investor (and other selling shareholders, if any) under Section
      2(g).  Notwithstanding the foregoing, Investor shall not be required
      to make any representations to such underwriter, other than those with respect
      to itself and the Registrable Securities or Restricted Securities owned by
      it,
      including its right to sell the Registrable Securities or Restricted Securities,
      and any indemnification in favor of the underwriter by Investor shall be several
      and not joint and limited in the case of Investor, to the net proceeds received
      by Investor from the sale of its Registrable Securities or Restricted
      Securities.  The scope of any such indemnification in favor of an
      underwriter shall be limited to the same extent as the indemnity provided in
      Section 6(b) hereof.

     

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

     

    6.           Indemnification.

     

    (a)           Indemnification
      by the Company.  The Company will indemnify and hold harmless
      Investor and its officers, directors, members, employees and agents, successors
      and assigns, and each other person, if any, who controls Investor within the
      meaning of the 1933 Act, against any losses, claims, damages or liabilities,
      joint or several, to which they may become subject under the 1933 Act or
      otherwise, insofar as such losses, claims, damages or liabilities (or actions
      in
      respect thereof) arise out of or are based upon:  (i) any untrue
      statement or alleged untrue statement of any material fact contained in any
      Registration Statement, any preliminary prospectus or final prospectus contained
      therein, or any amendment or supplement thereof; (ii) any blue sky application
      or other document executed by the Company specifically for that purpose or
      based
      upon written information furnished by the Company filed in any state or other
      jurisdiction in order to qualify any or all of the Registrable Securities or
      Restricted Securities under the securities laws thereof (any such application,
      document or information herein called a “Blue Sky
      Application”); (iii) the omission or alleged omission to
      state therein a material fact required to be stated therein or necessary to
      make
      the statements therein, in light of the circumstances under which they are
      made,
      not misleading; or (iv) any violation by the Company or its agents of any rule
      or regulation promulgated under the 1933 Act applicable to the Company or its
      agents and relating to action or inaction required of the Company in connection
      with such registration, and will reimburse Investor, and each such officer,
      director, member, employee or agent and each such controlling person for any
      legal or other expenses reasonably incurred by them in connection with
      investigating or defending any such loss, claim, damage, liability or action;
      provided, however, that the Company will not be liable in any such
      case if and to the extent that any such loss, claim, damage or liability arises
      out of or is based upon an untrue statement or alleged untrue statement or
      omission or alleged omission so made in conformity with information reasonably
      relied on by the Company and furnished by Investor or any such controlling
      person in writing specifically for use in such Registration Statement or
      Prospectus.  The Company shall notify Investor promptly of the
      institution of any proceeding of which the Company is aware in connection with
      the transactions contemplated by this Agreement.  Such indemnity shall
      survive the transfer of the Registrable Securities or Restricted Securities
      by
      Investor, but the right to receive indemnification under this Agreement shall
      not be transferable without the express written consent of the
      Company.

     

    (b)           Indemnification
      by Investor.  In connection with any registration pursuant to the
      terms of this Agreement, Investor will furnish to the Company in writing such
      information as the Company reasonably requests concerning the holders of
      Registrable Securities or Restricted Securities or the proposed manner of
      distribution for use in connection with any Registration Statement or Prospectus
      and agrees to indemnify and hold harmless, to the fullest extent permitted
      by
      law, the Company, its directors, officers, employees, stockholders and each
      person who controls the Company (within the meaning of the 1933 Act) against
      any
      losses, claims, damages, liabilities and expense (including reasonable attorney
      fees) resulting from any untrue statement of a material fact or any omission
      of
      a material fact required to be stated in the Registration Statement or
      Prospectus or preliminary prospectus or amendment or supplement thereto or
      necessary to make the statements therein not misleading, to the extent, but
      only
      to the extent that such untrue statement or omission is contained in any
      information reasonably relied on by the Company and furnished in writing by
      Investor to the Company specifically for inclusion in such Registration
      Statement or Prospectus or amendment or supplement thereto.  In no
      event shall the liability of Investor be greater in amount than the dollar
      amount of the proceeds (net of all expense paid by Investor in connection with
      any claim relating to this Section 6 and the amount of any damages Investor
      has
      otherwise been required to pay by reason of such untrue statement or omission)
      received by Investor upon the sale of the Registrable Securities or Restricted
      Securities included in the Registration Statement giving rise to such
      indemnification obligation.

     

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

     

    (c)           Conduct
      of Indemnification Proceedings.  Any person entitled to
      indemnification hereunder shall (i) give prompt notice to the indemnifying
      party
      of any claim with respect to which it seeks indemnification and (ii) permit
      such
      indemnifying party to assume the defense of such claim with counsel reasonably
      satisfactory to the indemnified party; provided that any person entitled
      to indemnification hereunder shall have the right to employ separate counsel
      and
      to participate in the defense of such claim, but the fees and expenses of such
      counsel shall be at the expense of such person unless (a) the indemnifying
      party
      has agreed to pay such fees or expenses, or (b) the indemnifying party shall
      have failed to assume the defense of such claim and employ counsel reasonably
      satisfactory to such person or (c) in the reasonable judgment of any such
      person, based upon written advice of its counsel, a conflict of interest exists
      between such person and the indemnifying party with respect to such claims
      (in
      which case, if the person notifies the indemnifying party in writing that such
      person elects to employ separate counsel at the expense of the indemnifying
      party, the indemnifying party shall not have the right to assume the defense
      of
      such claim on behalf of such person); and provided, further, that
      the failure of any indemnified party to give notice promptly as provided herein
      shall not relieve the indemnifying party of its obligations hereunder, except
      to
      the extent that such failure to give notice promptly shall materially adversely
      affect the indemnifying party in the defense of any such claim or
      litigation.  It is understood that the indemnifying party shall not,
      in connection with any proceeding in the same jurisdiction, be liable for fees
      or expenses of more than one separate firm of attorneys at any time for all
      such
      indemnified parties.  No indemnifying party will, except with the
      consent of the indemnified party, not to be unreasonably withheld, consent
      to
      entry of any judgment or enter into any settlement that (y) does not include
      as
      an unconditional term thereof the giving by the claimant or plaintiff to such
      indemnified party of a release from all liability in respect of such claim
      or
      litigation, or (z) imposes any monetary or other obligation or restriction
      on
      the indemnified party.

     

    (d)           Contribution.  If
      for any reason the indemnification provided for in the preceding paragraphs
      (a)
      and (b) is unavailable to an indemnified party or insufficient to hold it
      harmless, other than as expressly specified therein, then the indemnifying
      party
      shall contribute to the amount paid or payable by the indemnified party as
      a
      result of such loss, claim, damage or liability in such proportion as is
      appropriate to reflect the relative fault of the indemnified party and the
      indemnifying party, as well as any other relevant equitable
      considerations.  No person guilty of fraudulent misrepresentation
      within the meaning of Section 11(f) of the 1933 Act shall be entitled to
      contribution from any person not guilty of such fraudulent
      misrepresentation.  In no event shall the contribution obligation of a
      holder of Registrable Securities or Restricted Securities be greater in amount
      than the dollar amount of the proceeds (net of all expenses paid by such holder
      in connection with any claim relating to this Section 6 and the amount of any
      damages such holder has otherwise been required to pay by reason of such untrue
      or alleged untrue statement or omission or alleged omission) received by it
      upon
      the sale of the Registrable Securities or Restricted Securities giving rise
      to
      such contribution obligation.  The relative fault of such indemnifying
      party and indemnified party shall be determined by reference to, among other
      things, whether any action in question, including any untrue or alleged untrue
      statement of a material fact or omission or alleged omission of a material
      fact,
      has been taken or made by, or relates to information supplied by, such
      indemnifying party or indemnified party, and the parties’ relative intent,
      knowledge, access to information and opportunity to correct or prevent such
      action, statement or omission.

     

     

    
      
         

      

      
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    7.           Miscellaneous.

     

    (a)           Amendments
      and Waivers.  This Agreement may be amended only by a writing
      signed by the Company and Investor.  The Company may take any action
      herein prohibited, or omit to perform any act herein required to be performed
      by
      it, only if the Company shall have obtained the written consent to such
      amendment, action or omission to act, of Investor.

     

    (b)           Notices.  All
      notices and other communications provided for or permitted hereunder shall
      be
      made as set forth in Section 10.4 of the Purchase Agreement.

     

    (c)           Assignments
      and Transfers by Investor.  The provisions of this Agreement shall
      be binding upon and inure to the benefit of Investor and its respective
      successors and assigns.  Investor may transfer or assign, in whole or
      from time to time in part, to one or more persons its rights hereunder in
      connection with the transfer of a minimum of 1,000,000  Registrable
      Securities by Investor to such person, provided that Investor complies with
      all
      laws applicable thereto, provides written notice of assignment to the Company
      promptly after such assignment is effected and the assignee executes a
      counterpart to this Agreement assuming all rights and obligations of Investor
      hereunder and pays all costs and expenses associated with any such
      transfer.

     

    (d)           Assignments
      and Transfers by the Company.  This Agreement may not be assigned
      by the Company without the prior written consent of Investor, provided, however,
      that the Company may assign its rights and delegate its duties hereunder to
      any
      surviving or successor corporation in connection with a merger or consolidation
      of the Company with another corporation, or a sale, transfer or other
      disposition of all or substantially all of the Company’s assets to another
      corporation, without the prior written consent of Investor.

     

    (e)           Benefits
      of the Agreement.  The terms and conditions of this Agreement
      shall inure to the benefit of and be binding upon the respective permitted
      successors and assigns of the parties.  Nothing in this Agreement,
      express or implied, is intended to confer upon any party other than the parties
      hereto or their respective successors and assigns any rights, remedies,
      obligations, or liabilities under or by reason of this Agreement, except as
      expressly provided in this Agreement.

     

     

    
      
         

      

      
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    (f)           Counterparts;
      Faxes.  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.  This Agreement
      may also be executed via facsimile, which shall be deemed an
      original.

     

    (g)           Titles
      and Subtitles.  The titles and subtitles used in this Agreement
      are used for convenience only and are not to be considered in construing or
      interpreting this Agreement.

     

    (h)           Severability.  Any
      provision of this Agreement that is prohibited or unenforceable in any
      jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
      such prohibition or unenforceability without invalidating the remaining
      provisions hereof but shall be interpreted as if it were written so as to be
      enforceable to the maximum extent permitted by applicable law, and any such
      prohibition or unenforceability in any jurisdiction shall not invalidate or
      render unenforceable such provision in any other jurisdiction.  To the
      extent permitted by applicable law, the parties hereby waive any provision
      of
      law which renders any provisions hereof prohibited or unenforceable in any
      respect.

     

    (i)           Further
      Assurances.  The parties shall execute and deliver all such
      further instruments and documents and take all such other actions as may
      reasonably be required to carry out the transactions contemplated hereby and
      to
      evidence the fulfillment of the agreements herein contained.

     

    (j)           Entire
      Agreement.  This Agreement is intended by the parties as a final
      expression of their agreement and intended to be a complete and exclusive
      statement of the agreement and understanding of the parties hereto in respect
      of
      the subject matter contained herein.  This Agreement supersedes all
      prior agreements and understandings between the parties with respect to such
      subject matter.

     

    (k)           Governing
      Law; Consent to Jurisdiction; Waiver of Jury Trial.  This
      Agreement shall be governed by, and construed in accordance with, the internal
      laws of the State of New York without regard to the choice of law principles
      thereof.  Each of the parties hereto irrevocably submits to the
      exclusive jurisdiction of the courts of the State of New York and United States
      District Courts located in New York City, New York for the purpose of any suit,
      action, proceeding or judgment relating to or arising out of this Agreement
      and
      the transactions contemplated hereby.  Service of process in
      connection with any such suit, action or proceeding may be served on each party
      hereto anywhere in the world by the same methods as are specified for the giving
      of notices under this Agreement.  Each of the parties hereto
      irrevocably consents to the jurisdiction of any such court in any such suit,
      action or proceeding and to the laying of venue in such court.  Each
      party hereto irrevocably waives any objection to the laying of venue of any
      such
      suit, action or proceeding brought in such courts and irrevocably waives any
      claim that any such suit, action or proceeding brought in any such court has
      been brought in an inconvenient forum. EACH OF THE PARTIES HERETO WAIVES
      ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS
      AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO
      THIS
      WAIVER.

     

     

     

     

    
      
         

      

      
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    (l)           Currency.
      All reference to dollars ($) or currency in this Agreement are to United States
      Dollars.

     

    


     [signature
      page follows]

     

     

     

     

     

     

     

    


    
      
        
           

        

        
          14

          
            

          

        

        
           

        

      

    

    


    IN
      WITNESS WHEREOF, the parties have executed this Agreement or caused their duly
      authorized officers to execute this Agreement as of the date first above
      written.

    


      
        	
                The
                  Company:

              	
                ALTAIR
                  NANOTECHNOLOGIES, INC.

              
	 	 
	 	 
	 	 
	 	
                By:
                  /s/ Alan
                  Gotcher                                   
                  

              
	 	
                Name:
                  Alan Gotcher

              
	 	
                Title:
                  President and CEO

              
	 	 
	 	 
	 	 
	
                Investor:

              	
                AL
                  YOUSUF LLC

              
	 	 
	 	
                By:
                  /s/ Iqbal Al
                  Yousuf                                                  
                  

              
	 	
                Name:
                  Iqbal Al Yousuf

              
	 	
                Title:
                  President

              
	 	 


      

    

    


     

     

     

     

    Signature
      Page to Registration Rights Agreement
       Altair
        Nanotechnologies Inc. and Al Yousuf, LLC