Amendment No. 1 to Stock Purchase Warrants between Altair International Inc. and Doral 18, LLC

Summary

This amendment, effective December 28, 2001, is between Altair International Inc. and Doral 18, LLC. It modifies certain terms of previously issued stock purchase warrants held by Doral 18, LLC, specifically changing the exercise price to $1.50 per share and removing several provisions related to the warrants. All other terms of the original warrants remain in effect. The amendment is part of a broader agreement involving the termination of a note and issuance of new terms between the parties.

EX-4.1 3 exhibit4pt1.txt AMENDMENT NO. 1 TO STOCK PURCHASE WARRANTS This Amendment No. 1 to Stock Purchase Warrants (this "Amendment") is entered into as of December 28, 2001 (the "Effective Date"), by and between Altair International Inc., an Ontario corporation (the "Company") and Doral 18, LLC ("Holder"). Background A. During the period between December 15, 2000 and the day prior to the Effective Date, the Company has issued to Holder to the warrants described on Exhibit A hereto (each, a "Warrant"; collectively, the "Warrants"). B. The Company, certain affiliates of the Company and Holder are entering into a Note Termination and Issuance Agreement (the "Termination Agreement") as of the Effective Date. In connection with the Termination Agreement, the Company and Holder desire to amend the Warrants as set forth herein. Agreement NOW THEREFORE, in consideration of the mutual covenants set forth herein, in the Termination Agreement and in the Warrants, and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Company and Holder hereby agree as follows: 1. Definitions. Capitalized terms used but not defined herein shall have the meaning set forth in the Warrants. 2. Amendment of Exercise Price. Section 1(b)(xiii) of each of the Warrants is hereby deleted and replaced with the following: "Warrant Exercise Price" means $1.50, subject to adjustment as provided in Section 3. 3. Deletion of Rounddown Provisions. The following Sections of each of the Warrants are hereby deleted in their entirety: Section 2(f), Section 3(a), Section 3(c), Section 3(d), Section 3(g) and Section 3(k). 4. Ratification of Warrants. Except as expressly amended by this Amendment, the terms and conditions of each of Warrants are hereby ratified and confirmed by the parties hereto and thereto. 5. Counterparts. This Amendment may be signed in counterparts, all of which taken together shall constitute a single integrated agreement. A facsimile copy of this Amendment or any counterpart thereto shall be valid as an original. 1 IN WITNESS WHEREOF, the Company and Holder have caused this Amendment No. 1 to Stock Purchase Warrants to be executed effective as of the date first set forth above. The Company Altair International, Inc. By: /s/ William P. Long _________________, its ___________ Holder Doral 18, LLC By: /s/ David White _________________, its ___________ 2 Exhibit A to Amendment to Stock Purchase Warrants WARRANTS ------------------ ------------------------- ------------------------- Name of Holder Date of Issuance Number of Warrants ------------------ ------------------------- ------------------------- Doral 18, LLC December 15, 2000 350,000 ------------------ ------------------------- ------------------------- Doral 18, LLC June 7, 2001 150,000 ------------------ ------------------------- ------------------------- Doral 18, LLC June 7, 2001 150,000 ------------------ ------------------------- ------------------------- 3