Exhibit 4.4
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and
entered into as of [August] __, 2000, by and between Altair International Inc.,
an Ontario corporation (the "Company") and ___________ (the "Investor").
Recitals:
A. The Company and the Investor have entered into a certain Stock
Purchase Agreement dated of even date herewith (the "Stock Purchase Agreement"),
pursuant to which the Company has agreed to sell to the Investor, and the
Investor has agreed to purchase from the Company (i) _____common shares of the
Company (the "Shares"), (ii) ___ stock purchase warrants in the form attached to
the Stock Purchase Agreement as Exhibit B (the "Series 2000B Warrants") and
(iii) ____ stock purchase warrants in the form attached to the Stock Purchase
Agreement as Exhibit C (the "Series 2000C Warrants"; collectively with the
Series 2000B Warrants, the "Warrants"). The Common Shares issuable upon exercise
of the Warrants are hereinafter referred to as the "Warrant Shares" and,
collectively with the Shares and the Warrants, the "Securities."
B. To induce the Investor to execute and deliver the Stock Purchase
Agreement, the Company has agreed to provide certain registration rights under
the Securities Act of 1933, as amended, and the rules and regulations
thereunder, or any similar successor statute (collectively, the "1933 Act").
Agreement:
NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Company and the
Investors hereby agree as follows:
1. DEFINITIONS.
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As used in this Agreement, the capitalized terms defined in the
Preamble and Recitals shall have the meanings set forth therein and the
following terms shall have the following meanings:
a. "Investor" means the Investor and any transferee or assignee to whom
the Investor assigns its rights under this Agreement and who agrees to become
bound by the provisions of this Agreement in accordance with Section 8.
b. "Issuance Date" shall mean the date first set forth above.
c. "Person" means a corporation, a limited liability company, an
association, a partnership, an organization, a business, a trust, an individual,
a governmental or political subdivision thereof or a governmental agency.
d. "Register," "registered," and "registration" refer to a registration
effected by preparing and filing one or more Registration Statements in
compliance with the 1933 Act and pursuant to Rule 415 under the 1933 Act or any
successor rule providing for offering securities on a continuous basis ("Rule
415"), and the declaration or ordering of effectiveness of such Registration
Statement(s) by the United States Securities and Exchange Commission (the "SEC")
e. "Registrable Securities" means the Shares and the Warrant Shares and
any shares of capital stock issued or issuable with respect to the Shares or
Warrant Shares as a result of any stock split, stock dividend, recapitalization,
exchange, recapitalization, combination, merger, consolidation, distribution or
similar event or otherwise.
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f. "Registration Statement" means a registration statement of the
Company filed under the 1933 Act.
Capitalized terms used herein and not otherwise defined herein shall have the
respective meanings set forth in the Stock Purchase Agreement.
2. REGISTRATION.
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a. Mandatory Registration. The Company shall prepare, and, on or prior
to the one-year anniversary of the Issuance Date, file with the SEC a
Registration Statement or Registration Statements (as is necessary) on Form S-3
(or, if such form is unavailable for such a registration, on such other form as
is available for such a registration), covering the resale of all of the
Registrable Securities, which Registration Statement(s) shall state that, in
accordance with Rule 416 promulgated under the 1933 Act, such Registration
Statement(s) also covers such intermediate number of additional Common Shares as
may become issuable upon exercise of the Warrants to prevent dilution resulting
from stock splits, stock dividends or similar transactions. The Company shall
use its best efforts to have the Registration Statement(s) declared effective by
the SEC as soon as practicable. Such Registration Statement shall initially
register for resale at least such number of Common Shares equal to the number of
Shares and Warrant Shares. At the Company's discretion, the Company or any other
holder of the Company's securities who has registration rights (other than the
Investor and its assignees or transferees) may include its securities in any
registration effected pursuant to this Section 2(a).
b. Counsel and Investment Bankers. Subject to Section 5, in connection
with any offering pursuant to Section 2, the Investor shall have the right to
select legal counsel and an investment banker or bankers and manager or managers
to administer its interest in the offering, which investment banker or bankers
or manager or managers shall be reasonably satisfactory to the Company. The
Company shall reasonably cooperate with any such counsel and investment bankers.
The Investor shall pay all expenses of such counsel, investment bankers and
managers.
c. Limitation on Registration Rights. Notwithstanding anything
contained in this Agreement to the contrary, when, in the opinion of counsel to
the Company (which counsel shall be experienced in securities law matters),
registration of the Registrable Securities is not required by the 1933 Act and
other applicable securities laws in connection with a proposed sale of such
Registrable Securities, the Investor shall have no rights pursuant to this
Section 2 to request registration in connection with such proposed sale, and the
Company shall promptly provide to the transfer agent and the Investor's broker
in connection with any sale transaction an opinion to the effect set forth
above.
3. RELATED OBLIGATIONS.
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At such time as the Company is obligated to file a Registration
Statement with the SEC pursuant to Section 2(a), the Company will use its best
efforts to effect the registration of the Registrable Securities in accordance
with the intended method of disposition thereof and, pursuant thereto, the
Company shall have the following obligations:
a. The Company shall promptly prepare and file with the SEC a
Registration Statement with respect to the Registrable Securities on or prior to
the one-year anniversary of the Issuance Date for the registration of
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the one-year anniversary of the Issuance Date for the registration of
Registrable Securities pursuant to Section 2(a) and use its best efforts to
cause such Registration Statement relating to the Registrable Securities to
become effective as soon as practicable after such filing, and keep such
Registration Statement effective pursuant to Rule 415 at all times until the
earlier of (i) the date as of which the Investor may sell all of the Shares
without restriction pursuant to Rule 144(k) (or its then equivalent) promulgated
under the 1933 Act or (ii) the date on which the Investor shall have sold all
the Registrable Securities (the "Registration Period").
b. Subject to Section 3(e), the Company shall prepare and file with the
SEC such amendments (including post-effective amendments) and supplements to a
Registration Statement and the prospectus forming a part of such Registration
Statement, which prospectus is to be filed pursuant to Rule 424 promulgated
under the 1933 Act, as may be necessary to keep such Registration Statement
effective at all times during the Registration Period, and, during such period,
comply with the provisions of the 1933 Act with respect to the disposition of
all Registrable Securities of the Company covered by such Registration Statement
until the expiration of the Registration Period.
c. The Company shall use reasonable efforts to (i) register and qualify
the Registrable Securities covered by a Registration Statement under such other
securities or "blue sky" laws of such jurisdictions in the United States as the
Investor reasonably requests, (ii) prepare and file in those jurisdictions, such
amendments (including post-effective amendments) and supplements to such
registrations and qualifications as may be necessary to maintain the
effectiveness thereof during the Registration Period, (iii) take such other
actions as may be necessary to maintain such registrations and qualifications in
effect at all times during the Registration Period, and (iv) take all other
actions reasonably necessary or advisable to qualify the Registrable Securities
for sale in such jurisdictions; provided, however, that the Company shall not be
required in connection therewith or as a condition thereto to (x) qualify to do
business in any jurisdiction where it would not otherwise be required to qualify
but for this Section 3(c), (y) subject itself to general taxation in any such
jurisdiction, or (z) file a general consent to service of process in any such
jurisdiction. The Company shall promptly notify the Investor of the receipt by
the Company of any notification with respect to the suspension of the
registration or qualification of any of the Registrable Securities for sale
under the securities or "blue sky" laws of any jurisdiction in the United States
or its receipt of actual notice of the initiation or threatening of any
proceeding for such purpose.
d. As promptly as practicable after becoming aware of such event, the
Company shall notify the Investor in writing of 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 omission to state a
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading, and promptly prepare a supplement or amendment to such Registration
Statement to correct such untrue statement or omission. Notwithstanding anything
to the contrary in this Section 3(d), at any time after the Registration
Statement has been declared effective, the Company may delay the disclosure of
any information concerning the Company if the Board of Directors of the Company
determines in good faith that in its reasonable business judgment such
disclosure would interfere in any material respect with any financing,
acquisition, corporate reorganization or other transaction or development
involving the Company that in the reasonable good faith business judgment of
such board is a transaction or development that is or would be material to the
Company and, in the opinion of counsel to the Company, such disclosure is not
otherwise required (a "Grace Period"); provided, that the Company shall promptly
(i) notify the Investor in writing of the existence of material non-public
information giving rise to a Grace Period and the date on which the Grace Period
will begin, and (ii) notify the Investor in writing of the date on which the
Grace Period ends. Upon expiration of the Grace Period, the Company shall again
be bound by the first sentence of this Section 3(d) with respect to the
information giving rise thereto.
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e. The Company shall use reasonable efforts to prevent the issuance of
any stop order or other suspension of effectiveness of a Registration Statement,
or the suspension of the qualification of any of the Registrable Securities for
sale in any jurisdiction and, if such an order or suspension is issued, to
obtain the withdrawal of such order or suspension at the earliest possible
moment and to notify the Investor who holds Registrable Securities being sold of
the issuance of such order and the resolution thereof or its receipt of actual
notice of the initiation or threat of any proceeding for such purpose.
f. Upon request, the Company shall permit the Investor and its counsel
to review and comment upon a Registration Statement and all amendments and
supplements thereto prior to their filing with the SEC.
g. The Company shall hold in confidence and not make any disclosure of
information concerning the Investor provided to the Company unless (i)
disclosure of such information is necessary to comply with any federal or state
securities law, (ii) the disclosure of such information is necessary to avoid or
correct a misstatement or omission in any Registration Statement, (iii) the
release of such information is ordered pursuant to a subpoena or other final,
non-appealable order from a court or governmental body of competent
jurisdiction, or (iv) such information has been made generally available to the
public other than by disclosure in violation of this Agreement or any other
agreement. The Company agrees that it shall, upon learning that disclosure of
such information concerning the Investor is sought in or by a court or
governmental body of competent jurisdiction or through other means, give prompt
written notice to the Investor and allow the Investor, at the Investor's
expense, to undertake appropriate action to prevent disclosure of, or to obtain
a protective order for, such information.
h. The Company shall cooperate with the Investor to facilitate the
timely preparation and delivery of certificates (not bearing any restrictive
legend) representing the Registrable Securities to be offered pursuant to a
Registration Statement and enable such certificates to be in such denominations
or amounts, as the case may be, as the Investors may reasonably request and
registered in such names as the Investors may request.
4. OBLIGATIONS OF THE INVESTOR.
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a. Prior to the first anticipated filing date of a Registration
Statement, the Company shall notify the Investor in writing of the information
the Company requires from the Investor if the Investor elects to have any of the
Investor's Registrable Securities included in such Registration Statement. It
shall be a condition precedent to the obligations of the Company to complete the
registration pursuant to this Agreement with respect to the Registrable
Securities of the Investor that the Investor shall furnish to the Company such
information regarding itself, the Registrable Securities held by it and the
intended method of disposition of the Registrable Securities held by it as shall
be reasonably required to effect the registration of such Registrable Securities
and shall execute such documents in connection with such registration as the
Company may reasonably request.
b. The Investor, by the Investor's acceptance of the Registrable
Securities, agrees to cooperate with the Company as reasonably requested by the
Company in connection with the preparation and filing of any Registration
Statement hereunder, unless the Investor has notified the Company in writing of
the Investor's election to exclude all of the Investor's Registrable Securities
from such Registration Statement.
c. In the event the Investor elects to participate in an underwritten
public offering pursuant to Section 2, the Investor agrees to enter into and
perform the Investor's obligations under an underwriting agreement, in usual and
customary form, including, without limitation, customary indemnification and
contribution obligations (only with respect to violations which occur in
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reliance upon and in conformity with information furnished in writing to the
Company by the Investor expressly for use in the Registration Statement for such
underwritten public offering), with the managing underwriter of such offering
and take such other actions as are reasonably required by the Company in order
to expedite or facilitate the disposition of the Registrable Securities, unless
the Investor notifies the Company in writing of the Investor's election to
exclude all of the Investor's Registrable Securities from such Registration
Statement.
d. The Investor agrees that, upon receipt of any notice from the
Company of the happening of any event of the kind described in Section 3(d) or
3(e), the Investor will immediately discontinue disposition of Registrable
Securities pursuant to any Registration Statement(s) covering such Registrable
Securities until the Investor's receipt of the copies of the supplemented or
amended prospectus contemplated by Section 3(d) or 3(e).
e. The Investor may not participate in any underwritten registration
hereunder unless the Investor (i) agrees to sell the Investor's Registrable
Securities on the basis provided in any underwriting arrangements approved by
the Company and the Investor entitled hereunder to approve such arrangements,
(ii) completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents reasonably required under the terms
of such underwriting arrangements, and (iii) agrees to pay its pro rata share of
all underwriting discounts and commissions.
5. EXPENSES OF REGISTRATION.
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Except as otherwise provided in this Agreement, all reasonable expenses
incurred by the Company in connection with registrations, filings or
qualifications pursuant to Sections 2 and 3, including, without limitation, all
registration, listing and qualifications fees, printers and accounting fees,
fees and disbursements of counsel and accountants for the Company shall be paid
by the Company, whether or not any registration statement becomes effective. In
the event the Investor selects underwriters pursuant to Section 2(b) for the
offering of any Registrable Securities or engages counsel for any reason, all
fees, costs, charges and expenses of such underwriters and counsel in the
offering shall be paid by the Investor.
6. INDEMNIFICATION.
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In the event any Registrable Securities are included in a Registration
Statement under this Agreement:
a. To the fullest extent permitted by law, the Company will, and hereby
does, indemnify, hold harmless and defend the Investor, the directors, officers,
partners, employees, agents of, and each Person, if any, who controls, the
Investor within the meaning of the 1933 Act or the Securities Exchange Act of
1934, as amended (the "1934 Act") (each, an "Indemnified Person"), against any
losses, claims, damages, liabilities, judgments, fines, penalties, charges,
costs, attorneys' fees, amounts paid in settlement or expenses, joint or
several, (collectively, "Claims") incurred in investigating, preparing or
defending any action, claim, suit, inquiry, proceeding, investigation or appeal
taken from the foregoing by or before any court or governmental, administrative
or other regulatory agency, body or the SEC, whether pending or threatened,
whether or not an indemnified party is or may be a party thereto ("Indemnified
Damages"), to which any of them may become subject insofar as such Claims (or
actions or proceedings, whether commenced or threatened, in respect thereof)
arise out of or are based upon (i) any untrue statement or alleged untrue
statement of a material fact in a Registration Statement or any post-effective
amendment thereto or in any filing made in connection with the qualification of
the offering under the securities or other "blue sky" laws of any jurisdiction
in which Registrable Securities are offered ("Blue Sky Filing"), or (ii) the
omission or alleged omission to state a material fact required to be stated
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therein or necessary to make the statements therein, in light of the
circumstances under which the statements therein were made, not misleading ((i)
and (ii), collectively, "Violations"). Notwithstanding anything to the contrary
contained herein, the indemnification agreement contained in this Section 6(a):
(i) shall not apply to a Claim arising out of or based upon a Violation which
occurs in reliance upon and in conformity with information furnished in writing
to the Company by the Investor or other Indemnified Person or the Investor's or
other Indemnified Person's counsel, agent or representative for use in
connection with the preparation of the Registration Statement or any such
amendment thereof or supplement thereto; and (ii) shall not apply to amounts
paid in settlement of any Claim if such settlement is effected without the prior
written consent of the Company, which consent shall not be unreasonably
withheld. Such indemnity shall remain in full force and effect regardless of any
investigation made by or on behalf of the Indemnified Person and shall survive
the transfer of the Registrable Securities by the Investor pursuant to Section
9. Notwithstanding anything to the contrary contained herein, the
indemnification agreement contained in this Section 6(a) with respect to any
preliminary prospectus shall not inure to the benefit of any Indemnified Person
if the untrue statement or omission of material fact contained in the
preliminary prospectus was corrected on a timely basis in the prospectus, as
then amended or supplemented.
b. In connection with any Registration Statement in which the Investor
is participating, the Investor agrees to indemnify, hold harmless and defend, to
the same extent and in the same manner as is set forth in Section 6(a), the
Company, each of its directors, each of its officers who signs the Registration
Statement, each Person, if any, who controls the Company within the meaning of
the 1933 Act or the 1934 Act (collectively and together with an Indemnified
Person, an "Indemnified Party"), against any Claim or Indemnified Damages to
which any of them may become subject, under the 1933 Act, the 1934 Act or
otherwise, insofar as such Claim or Indemnified Damages arise out of or are
based upon (i) any Violation, in each case to the extent, and only to the
extent, that such Violation occurs in reliance upon and in conformity with
written information furnished to the Company by the Investor for use in
connection with such Registration Statement or (ii) any action or failure to act
of an underwriter selected by the Investor pursuant to Section 2(b); and,
subject to Section 6(d), the Investor will reimburse any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
such Claim; provided, however, that the indemnity agreement contained in this
Section 6(b) and the agreement with respect to contribution contained in Section
7 shall not apply to amounts paid in settlement of any Claim if such settlement
is effected without the prior written consent of the Investor, which consent
shall not be unreasonably withheld. Such indemnity shall remain in full force
and effect regardless of any investigation made by or on behalf of such
Indemnified Party and shall survive the transfer of the Registrable Securities
by the Investor pursuant to Section 9. Notwithstanding anything to the contrary
contained herein, the indemnification agreement contained in this Section 6(b)
with respect to any preliminary prospectus shall not inure to the benefit of any
Indemnified Party if the untrue statement or omission of material fact contained
in the preliminary prospectus was corrected on a timely basis in the prospectus,
as then amended or supplemented.
c. The Company shall be entitled to receive indemnities from
underwriters, selling brokers, dealer managers and similar securities industry
professionals participating in any distribution, to the same extent as provided
above, with respect to information such persons so furnished in writing
expressly for inclusion in the Registration Statement.
d. Promptly after receipt by an Indemnified Person or Indemnified Party
under this Section 6 of notice of the commencement of any action or proceeding
(including any governmental action or proceeding) involving a Claim, such
Indemnified Person or Indemnified Party shall, if a Claim in respect thereof is
to be made against any indemnifying party under this Section 6, deliver to the
indemnifying party a written notice of the commencement thereof, and the
indemnifying party shall have the right to participate in, and, to the extent
the indemnifying party so desires, jointly with any other indemnifying party
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similarly noticed, to assume control of the defense thereof with counsel
mutually satisfactory to the indemnifying party and the Indemnified Person or
the Indemnified Party, as the case may be; provided, however, that an
Indemnified Person or Indemnified Party shall have the right to retain its own
counsel with the fees and expenses to be paid by the indemnifying party, if, in
the reasonable opinion of counsel retained by the indemnifying party, the
representation by such counsel of the Indemnified Person or Indemnified Party
and the indemnifying party would be inappropriate due to actual or potential
differing interests between such Indemnified Person or Indemnified Party and any
other party represented by such counsel in such proceeding. The Indemnified
Party or Indemnified Person shall cooperate fully with the indemnifying party in
connection with any negotiation or defense of any such action or claim by the
indemnifying party and shall furnish to the indemnifying party all information
reasonably available to the Indemnified Party or Indemnified Person which
relates to such action or claim. The indemnifying party shall keep the
Indemnified Party or Indemnified Person fully apprised at all times as to the
status of the defense or any settlement negotiations with respect thereto. No
indemnifying party shall be liable for any settlement of any action, claim,
suit, inquiry, proceeding, investigation or appeal taken from the foregoing
effected without its written consent, provided, however, that the indemnifying
party shall not unreasonably withhold, delay or condition its consent. No
indemnifying party shall, without the consent of the Indemnified Party or
Indemnified Person, consent to entry of any judgment or enter into any
settlement or other compromise which does not include as an unconditional term
thereof the giving by the claimant or plaintiff to such Indemnified Party or
Indemnified Person of a release from all liability in respect to such action,
claim, suit, inquiry, proceeding, investigation or appeal taken from the
foregoing. Following indemnification as provided for hereunder, the indemnifying
party shall be subrogated to all rights of the Indemnified Party or Indemnified
Person with respect to all Persons relating to the matter for which
indemnification has been made. The failure to deliver written notice to the
indemnifying party within a reasonable time of the commencement of any such
action shall not relieve such indemnifying party of any liability to the
Indemnified Person or Indemnified Party under this Section 6, except to the
extent that the indemnifying party is materially prejudiced in its ability to
defend such action.
e. The indemnification required by this Section 6 shall be made by
periodic payments of the amount thereof during the course of the investigation
or defense, as and when bills are received or Indemnified Damages are incurred.
f. The indemnity agreements contained herein shall be in addition to
(i) any cause of action or similar right of the Indemnified Party or Indemnified
Person against the indemnifying party or others, and (ii) any liabilities the
indemnifying party may be subject to pursuant to the law.
7. CONTRIBUTION.
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To the extent any indemnification by an indemnifying party is
prohibited or limited by law, the indemnifying party agrees to make the maximum
contribution with respect to any amounts for which it would otherwise be liable
under Section 6 to the fullest extent permitted by law; provided, however, that:
(i) no contribution shall be made under circumstances where the maker would not
have been liable for indemnification under the fault standards set forth in
Section 6; and (ii) no seller of Registrable Securities guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be
entitled to contribution from any seller of Registrable Securities who was not
guilty of fraudulent misrepresentation.
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8. ASSIGNMENT OF REGISTRATION RIGHTS.
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The rights under this Agreement shall be automatically assignable by
the Investor to any transferee of all or any portion of Registrable Securities
if: (i) the Company is, within a reasonable time after such transfer or
assignment, furnished with written notice of (a) the name and address of such
transferee or assignee, and (b) the securities with respect to which such
registration rights are being transferred or assigned in accordance with the
terms of the Stock Purchase Agreement; (ii) at or before the time the Company
receives such written notice, the transferee or assignee agrees in writing with
the Company to be bound by all of the provisions contained herein, including
providing the Company with a current address for all required notices; (iii)
such transfer shall have been made in accordance with the applicable
requirements of the Stock Purchase Agreement, the Warrants and applicable
securities laws; and (iv) such transferee shall be an "accredited investor" as
that term is defined in Rule 501 of Regulation D promulgated under the 1933 Act.
9. AMENDMENT OF REGISTRATION RIGHTS.
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Provisions of this Agreement may be amended and the observance thereof
may be waived (either generally or in a particular instance and either
retroactively or prospectively), only with the written consent of the Company
and the Investor. Any amendment or waiver effected in accordance with this
Section 9 shall be binding upon the Investor and the Company.
10.MISCELLANEOUS.
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a. A person or entity is deemed to be a holder of Registrable
Securities whenever such person or entity owns of record such Registrable
Securities. If the Company receives conflicting instructions, notices or
elections from two or more persons or entities with respect to the same
Registrable Securities, the Company shall act upon the basis of instructions,
notice or election received from the registered owner of such Registrable
Securities.
b. Any notices, consents, waivers or other communications required or
permitted to be given under the terms of this Agreement must be in writing and
will be deemed to have been delivered (i) upon receipt, when delivered
personally; (ii) upon receipt, when sent by facsimile (provided a confirmation
of transmission is mechanically generated and kept on file by the sending
party); (iii) three (3) days after being sent by U.S. certified mail, return
receipt requested; or (iv) one (1) day after deposit with a nationally
recognized overnight delivery service, in each case properly addressed to the
party to receive the same. The addresses and facsimile numbers for such
communications shall be:
If to the Company:
Altair International Inc.
230 South Rock Boulevard, Suite 21
Reno, Nevada 89502
Telephone: 702-857-1966
Facsimile: 702-857-1920
Attention: Chief Financial Officer
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With copies to:
Altair International Inc.
1725 Sheridan Avenue, Suite 140
Cody, Wyoming 82414
Telephone: 307-587-8245
Facsimile: 307-587-8357
Attention: Dr. William P. Long
and
Parr Waddoups Brown Gee & Loveless
185 South State Street, Suite 1300
Salt Lake City, Utah 84111
Telephone: 801-532-7840
Facsimile: 801-532-7750
Attention: Brian G. Lloyd, Esq.
If to the Investor, to its address and facsimile number on the
signature page hereto.
Each party shall provide five (5) days prior notice to the other party
of any change in address, phone number or facsimile number or the person to
whose attention notices are to be sent.
c. Failure of any party to exercise any right or remedy under this
Agreement or otherwise, or delay by a party in exercising such right or remedy,
shall not operate as a waiver thereof.
d. This Agreement shall be governed by and interpreted in accordance
with the laws of the State of Nevada without regard to the principles of
conflict of laws. Each party hereby irrevocably submits to the non-exclusive
jurisdiction of the state and federal courts sitting in the city of Reno, Nevada
for the adjudication of any dispute hereunder or in connection herewith or with
any transaction contemplated hereby or discussed herein, and hereby irrevocably
waives, and agrees not to assert in any suit, action or proceeding, any claim
that it is not personally subject to the jurisdiction of any such court, that
such suit, action or proceeding is brought in an inconvenient forum or that the
venue of such suit, action or proceeding is improper. Each party hereby
irrevocably waives personal service of process and consents to process being
served in any such suit, action or proceeding by mailing a copy thereof to such
party at the address for such notices to it under this Agreement and agrees that
such service shall constitute good and sufficient service of process and notice
thereof. Nothing contained herein shall be deemed to limit in any way any right
to serve process in any manner permitted by law. If any provision of this
Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity
or unenforceability shall not affect the validity or enforceability of the
remainder of this Agreement in that jurisdiction or the validity or
enforceability of any provision of this Agreement in any other jurisdiction.
e. This Agreement, the Stock Purchase Agreement, and the Warrants
constitute the entire agreement between the Company and the Investor with
respect to the subject matter hereof and thereof. There are no restrictions,
promises, warranties or undertakings, other than those set forth or referred to
herein and therein. This Agreement, the Stock Purchase Agreement, and the
Warrants supersede all prior agreements and understandings between the Company
and the Investor with respect to the subject matter hereof and thereof. There
are no restrictions, promises, warranties or undertakings, other than those set
forth or referred to herein and therein.
f. Subject to the requirements of Section 8, this Agreement shall inure
to the benefit of and be binding upon the permitted successors and assigns of
each of the parties hereto and, with respect to Section 6, to the benefit of the
Indemnified Persons and Indemnified Parties.
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g. The headings in this Agreement are for convenience of reference only
and shall not limit or otherwise affect, the meaning hereof. Any reference to
"Section __" shall refer to the applicable section of this Agreement.
h. This Agreement may be executed in two or more identical
counterparts, each of which shall be deemed an original but all of which shall
constitute one and the same agreement. This Agreement, once executed by a party,
may be delivered to the other party hereto by facsimile transmission of a copy
of this Agreement bearing the signature of the party so delivering this
Agreement.
i. Each party shall do and perform, or cause to be done and performed,
all such further acts and things, and shall execute and deliver all such other
agreements, certificates, instruments and documents, as the other party may
reasonably request in order to carry out the intent and accomplish the purposes
of this Agreement and the consummation of the transactions contemplated hereby.
j. The language used in this Agreement will be deemed to be the
language chosen by the parties to express their mutual intent and no rules of
strict construction will be applied against any party.
[Intentionally left blank; signature page follows]
10
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed or caused this Agreement to
be executed by their duly authorized representatives as of the date first
written above.
"Company"
ALTAIR INTERNATIONAL INC.,
an Ontario corporation
By:___________________________________
its___________________________________
"Investor"
______________________________________
By:___________________________________
its___________________________________
Address:
11
