EXECUTION VERSION THIRD AMENDMENT TO SHARE SUBSCRIPTION AGREEMENT

Contract Categories: Business Finance - Share Agreements
EX-10.1 2 ex10-1.htm EXHIBIT 10.1 ex10-1.htm
Exhibit 10.1
 
EXECUTION VERSION
 
THIRD AMENDMENT TO SHARE SUBSCRIPTION AGREEMENT
 
This THIRD AMENDMENT TO SHARE SUBSCRIPTION AGREEMENT (this “Third Amendment”) is made as of June 3, 2011, by and between Canon Investment Holdings Limited, a company organized under the laws of Hong Kong (“Canon” or the “Buyer”), and Altair Nanotechnologies Inc., a company organized under the laws of Canada (the “Altair” or “Company”).
 
W I T N E S S E T H:
 
WHEREAS, on September 20, 2010, Canon and Altair entered into a Share Subscription Agreement, as amended by First Amendment to Share Subscription Agreement dated February 16, 2011 and as further amended by Second Amendment to Share Subscription Agreement dated May 17, 2011 (as amended, the “SSA”);
 
WHEREAS, Canon and Altair wish to enter into this Third Amendment to set forth their mutual agreement to further amend the SSA, on the terms and conditions set forth below;
 
NOW, THEREFORE, in consideration of the foregoing premises and the representations, warranties, covenants and agreements set forth herein, as well as other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and accepted, and intending to be legally bound hereby, Buyer and the Company hereby agree as follows:

1.  
Capitalized terms used but not defined herein shall have the meanings ascribed to them under the SSA.
 
2.  
The “End Date” as defined in the SSA is hereby amended to be June 20, 2011 and the parties agree that, if the SSA is not terminated prior to June 20, 2011, the “Closing Date” under the SSA shall be June 20, 2011.
 
3.  
Each party hereby confirms that the execution, delivery and performance of this Third Amendment by such party has been duly authorized by all necessary corporate actions on the part of such party.
 
4.  
This Third Amendment shall be governed by and construed in accordance with the law of the State of New York, without regard to the conflicts of law rules of such state.
 
5.  
This Third Amendment shall constitute an amendment to the SSA in accordance with the terms thereof.  The SSA, as amended by this Third Amendment, shall continue in full force and effect.  From and after the date hereof, references to the SSA shall be deemed to be references to the SSA, as amended by this Third Amendment.
 
 
 

 
 
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EXECUTION VERSION
 
 
IN WITNESS WHEREOF, the parties hereto have caused this THIRD AMENDMENT TO SHARE SUBSCRIPTION AGREEMENT to be duly executed by their respective authorized officers as of the day and year first above written.
 
 
 
CANON INVESTMENT HOLDINGS LIMITED
 
By:
/s/ Yingcang Wei
   
Name:
Yingcang Wei
   
Title:
Chairman

 
 
ALTAIR NANOTECHNOLOGIES, INC.
 
By:
/s/ Terry M. Copeland
   
Name:
Terry M. Copeland
   
Title:
President and CEO





 

 

 

 

 
[Signature Page to Third Amendment to Share Subscription Agreement]