SC 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

Altair Nanotechnologies Inc.

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

021373105

(CUSIP Number)

John E. Podgore
Dewey & LeBoeuf LLP
Suite 501, Level 5
Precinct Building 2
Dubai International Financial Centre
PO Box 506675, Dubai
971-4-425-6300

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

September 20, 2010

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 021373105 

1	NAMES OF REPORTING PERSONS Al Yousuf LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   o
	(b)   þ
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United Arab Emirates
		7	SOLE VOTING POWER
NUMBER OF			20,395,863
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			20,395,863
WITH		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	20,395,863
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	18.87%(1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

(1) Based on 108,062,315 shares of common stock outstanding as of August 5, 2010, as reported by Altair Nanotechnologies Inc. in its Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 6, 2010.

Page 2 of 6

CUSIP No. 021373105 

1	NAMES OF REPORTING PERSONS Iqbal Al Yousuf
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   o
	(b)   þ
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF (1)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United Arab Emirates
		7	SOLE VOTING POWER
NUMBER OF			20,395,863 (2)(3)
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			20,395,863 (2)(3)
WITH		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	20,395,863
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	18.87%(3)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

(1) Working capital of Al Yousuf LLC.

(2) Shares are held directly by Al Yousuf LLC. Mr. Iqbal Al Yousuf is the President of Al Yousuf LLC.

(3) Based on 108,062,315 shares of common stock outstanding as of August 5, 2010, as reported by Altair Nanotechnologies Inc. in its Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 6, 2010.

Page 3 of 6

CUSIP No. 021373105 

This Amendment No. 2 amends and supplements the information set forth in the Schedule 13D previously filed by Al Yousuf LLC (the “Company”) and Mr. Iqbal Al Yousuf (“Mr. Iqbal Al Yousuf” and together with the Company, the “Reporting Persons”) with the Securities and Exchange Commission on December 17, 2007 (the “Statement”), and as amended by Amendment No. 1 on October 8, 2008, with respect to the common stock, no par value (the “Common Stock”), of Altair Nanotechnologies Inc. (the “Issuer”). Capitalized terms used herein without definition shall have the meaning assigned to such terms in the Statement.

The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant.

Item 4. Purpose of Transaction.

Item 4 is hereby supplemented by adding the following at the end hereof:

The information set forth in Item 6 hereto is hereby incorporated herein by reference.

Item 5. Interest in Securities of the Issuer.

Item 5 is hereby amended and restated to read in its entirety as follows:

(a) and (b): The information required by these paragraphs is set forth in Items 7 through 11 and 13 of each of the cover pages of this Statement and is incorporated herein by reference. Such information includes 20,395,863 shares of Common Stock and is based on 108,062,315 shares of Common Stock outstanding as of August 5, 2010, as reported by the Issuer in its Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 6, 2010.

(c) Other than the transactions described herein, the Company has not engaged in transactions in the Issuer’s Common Stock during the 60 days preceding this filing.

(d) The shares of Common Stock are held directly by the Company. Mr. Iqbal Al Yousuf is the President of the Company and may be deemed to have voting and investment control over the securities held by the Company.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby supplemented by adding the following at the end hereof:

On September 20, 2010, the Issuer and Canon Investment Holdings Limited, a company organized under the laws of Hong Kong (“Canon”) entered into a Share Subscription Agreement (the “Share Subscription Agreement”) and other arrangements (together, the “Canon Transactions”) pursuant to which Canon agreed to purchase a number of newly issued shares of Common Stock (the “Canon Shares”) such that, following the closing of the sale and purchase of the Canon Shares, Canon will be the beneficial owner of 51% of the Issuer’s outstanding Common Stock. The Issuer has stated that it anticipates that the Canon Transactions will be completed by January of 2011.

Page 4 of 6

CUSIP No. 021373105 

Simultaneous with the execution of the Share Subscription Agreement, the Company entered into a Waiver and Rights Agreement (the “Waiver and Rights Agreement”) with the Issuer and Canon pursuant to which the Company agreed to waive its rights of first refusal with respect to the issuance of Common Stock contemplated by the Share Subscription Agreement and agreed to the reallocation of representation on the Issuer’s board of directors as described below. The Waiver and Rights Agreement contains provisions which restrict the ability of the Company to transfer Common Stock held by Company until following the closing of the Canon Transactions. In addition, the Company has entered into a Voting Agreement (the “Voting Agreement”) with Canon, dated September 20, 2010, pursuant to which the Company has agreed to vote all shares of Common Stock owned by the Company in favor of the issuance of Common Stock to Canon under the Share Subscription Agreement at the upcoming special meeting of the Issuer’s shareholders. The officers and directors of the Issuer, including the Company’s director designees serving on the Issuer’s board of directors, have entered into a separate voting agreement providing for their support of the Share Subscription Agreement and the transactions contemplated thereby.

The Share Subscription Agreement also provides that, effective as of its closing, the board of directors of the Issuer shall consist of nine directors, five of whom shall be designated by Canon. As a consequence of the Share Subscription Agreement and the Canon Transactions, the Reporting Persons’ contractual rights to designate members of the Issuer’s board of directors would be reduced to a right to designate one director for so long as the Company’s ownership of Common Stock remains above 5% of the outstanding Common Stock on a fully diluted basis.

The above descriptions of the Waiver and Rights Agreement and the Voting Agreement are qualified in their entirety by reference to the text of the Waiver and Rights Agreement and the Voting Agreement, a copy of which are filed as Exhibit No. 99.4 as Exhibit 99.5 to this Statement and are incorporated by reference herein. In addition, such descriptions are qualified in their entirety by reference to the Share Subscription Agreement which is incorporated by reference herein and is filed as Exhibit 10.1 to the Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 20, 2010.

Item 7. Material to be Filed as Exhibits.

Exhibit 99.4. Waiver and Rights Agreement, dated September 20, 2010, between Al Yousuf LLC, Canon Investment Holdings Limited and Altair Nanotechnologies Inc.

Exhibit 99.5. Voting Agreement, dated September 20, 2008, between Al Yousuf LLC and Altair Nanotechnologies Inc.

Page 5 of 6

CUSIP No. 021373105 

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	AL YOUSUF LLC (4)
	By:	/s/ Iqbal Al Yousuf
Date: 10/6/10
	Name:	Iqbal Al Yousuf
	Title:	President
	MR. IQBAL AL YOUSUF (4)
	By:	/s/ Iqbal Al Yousuf
Date: 10/6/10
	Iqbal Al Yousuf, an Individual

(4) This Statement is being filed jointly by the Company and Mr. Iqbal Al Yousuf pursuant to the joint filing agreement, dated December 16, 2007, included as Exhibit 99.1 to the Original Statement and incorporated herein by reference.

Page 6 of 6

EX-99.4

Exhibit 99.4

EXECUTION VERSION

VOTING AGREEMENT

AGREEMENT, dated as of September 20, 2010 between Canon Investment Holdings Limited, a company organized under the laws of Hong Kong (“Buyer”), and Al Yousuf LLC, a company organized under the laws of United Arab Emirates (“Shareholder”).

WHEREAS, as of the date of this Agreement, Shareholder owns 20,395,863 shares of common stock without par value, of the Company (“Common Stock”) (together with any shares of Common Stock that such Shareholder acquires after the date hereof, including upon exercise or conversion of any options, warrants, rights or other securities convertible into or exercisable for shares of Common Stock, the “Shares”);

WHEREAS, concurrently with the execution and delivery of this Agreement, Buyer and Altair Nanotechnologies, Inc., a company organized under the laws of Canada (the “Company”) are entering into a Share Subscription Agreement (the “Share Subscription Agreement”) dated of even date herewith for the sale and issuance by the Company, and the subscription by Buyer, of certain shares of Common Stock;

WHEREAS, as an inducement to Buyer entering into the Share Subscription Agreement and incurring the obligations thereunder, Buyer has requested that Shareholder, and Shareholder has agreed to, enter into this Agreement;

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE 1
Grant of Proxy; Voting Agreement

Section 1.01. Voting Agreement. Shareholder hereby agrees to vote or exercise its right to consent with respect to all Shares that Shareholder is entitled to vote at the time of any vote to approve the Common Stock Issuance to the Buyer at any meeting of the shareholders of the Company, and at any adjournment thereof, at which the Common Stock Issuance or any related agreements (or any amended version thereof) or actions are submitted for the consideration and vote of the shareholders of the Company to give effect to the Common Stock Issuance and such other related agreements or actions. Shareholder hereby agrees that it will not vote any Shares in favor of, or consent to, and will vote against and not consent to, the approval of any (i) Acquisition

Proposal, (ii) reorganization, recapitalization, liquidation or winding-up of the Company or any other extraordinary transaction involving the Company, (iii) corporate actions the consummation of which would frustrate the purposes, or prevent or delay the consummation, of the transactions contemplated by the Share Subscription Agreement or (iv) other matter relating to, or in connection with, any of the foregoing matters.

Section 1.02. Irrevocable Proxy. Shareholder hereby revokes any and all previous proxies granted with respect to the Shares. By entering into this Agreement, Shareholder hereby grants a proxy appointing Buyer as Shareholder’s attorney-in-fact and proxy, with full power of substitution, for and in Shareholder’s name, to vote, express consent or dissent, or otherwise to utilize such voting power in the manner contemplated by Section 1.01 above as Buyer or its proxy or substitute shall, in Buyer’s sole discretion, deem proper with respect to the Shares. The proxy granted by Shareholder pursuant to this Article 1 is irrevocable and is granted in consideration of Buyer entering into this Agreement and the Share Subscription Agreement and incurring certain related fees and expenses. The proxy granted by Shareholder shall be revoked immediately upon termination of this Agreement in accordance with its terms.

ARTICLE 2
Representations and Warranties of Shareholder

Shareholder represents and warrants to Buyer that:

Section 2.01. Corporation Authorization. The execution, delivery and performance by Shareholder of this Agreement and the consummation by Shareholder of the transactions contemplated hereby are within the corporate powers of Shareholder and have been duly authorized by all necessary corporate action. This Agreement constitutes a valid and binding Agreement of Shareholder, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar legal requirements affecting creditors’ rights generally.

Section 2.02. Non-Contravention. The execution, delivery and performance by Shareholder of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) violate the articles or bylaws or comparable organizational documents of Shareholder, (ii) violate any Applicable Law, (iii) require any consent or other action by any Person under any provision of any agreement or other instrument binding on Shareholder, or (iv) result in the imposition of any Lien on the Shares.

Section 2.03. Ownership of Shares. Shareholder is the record and beneficial owner of the Shares, free and clear of any Lien and any other limitation or restriction (including any restriction on the right to vote the Shares). None of the Shares is subject to any voting trust or other agreement or arrangement with respect to the voting of such Shares or the disposition of such Shares.

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Section 2.04. Total Shares. Except for the Shares set forth on the signature page hereto, Shareholder does not beneficially own as of the date of this Agreement any (i) shares of capital stock or voting securities of the Company (including securities entitling Shareholder to vote at the Company Shareholder Meeting), (ii) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company (including securities entitling Shareholder to vote at the Company Shareholder Meeting), or (iii) options or other rights to acquire from the Company any shares of capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company (including any securities entitling Shareholder to vote at the Company Shareholder Meeting).

Section 2.05. Finder’s Fees. No investment banker, broker, finder or other intermediary is entitled to a fee or commission from Buyer or the Company in respect of this Agreement based upon any arrangement or agreement made by or on behalf of Shareholder.

ARTICLE 3
Representations and Warranties of Buyer

Buyer represents and warrants to Shareholder that:

Section 3.01. Corporation Authorization. The execution, delivery and performance by Buyer of this Agreement and the consummation by Buyer of the transactions contemplated hereby are within the corporate powers of Buyer and have been duly authorized by all necessary corporate action. This Agreement constitutes a valid and binding agreement of Buyer, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar legal requirements affecting creditors’ rights generally.

ARTICLE 4
Covenants of Shareholder

Shareholder hereby covenants and agrees that:

Section 4.01. No Proxies for or Encumbrances on Shares. Except pursuant to the terms of this Agreement, Shareholder shall not, without the prior written consent of Buyer, directly or indirectly, (i) grant any proxy or power of attorney or enter into any voting trust or other agreement or arrangement with respect to the voting of any Shares or (ii) acquire, sell, assign, transfer, pledge, encumber or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect acquisition or

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sale, assignment, transfer, pledge, encumbrance or other disposition of, any Shares during the term of this Agreement. Shareholder shall not seek or solicit any such acquisition or sale, assignment, transfer, pledge, encumbrance or other disposition or any such contract, option or other arrangement or understanding and agrees to notify Buyer promptly, and to provide all details requested by Buyer, if Shareholder shall be approached or solicited, directly or indirectly, by any Person with respect to any of the foregoing.

ARTICLE 5
Miscellaneous

Section 5.01. Other Definitional and Interpretative Provisions. Unless specified otherwise, in this Agreement the obligations of any party consisting of more than one person are joint and several. The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles and Sections are to Articles and Sections of this Agreement unless otherwise specified. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any agreement or contract are to that agreement or contract as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively.

Section 5.02. Further Assurances. Shareholder and Buyer will each execute and deliver, or cause to be executed and delivered, all further documents and instruments and use its best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations, to consummate and make effective the transactions contemplated by this Agreement.

Section 5.03. Amendments and Waivers. (a) Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement, or in the case of a waiver, by the party against whom the waiver is to be effective.

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(b) No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Section 5.04 Termination. This Agreement shall terminate (a) upon the earlier of the (i) termination of the Share Subscription Agreement in accordance with its terms, or (ii) the Closing under the Share Subscription Agreement, (b) at any time upon written notice by Buyer to Shareholder, or (c) if the Closing under the Share Subscription Agreement does not occur by January 31, 2011. No party hereto shall be relieved from liability for breach of this Agreement by reason of any such termination.

Section 5.05. Expenses. All costs and expenses incurred in connection with this Agreement shall be paid by the party incurring such cost or expense.

Section 5.06. Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided that no party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other parties hereto; except that Buyer may transfer or assign its rights and obligations, in whole or from time to time, in part, to one or more of its Affiliates at any time.

Section 5.07. Governing Law. This Agreement 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.

Section 5.08. Jurisdiction. The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in the United States District Court for the Southern District of New York or any New York State court sitting in New York City, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of New York, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court.

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Section 5.09. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 5.10. Counterparts; Delivery; Effectiveness. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Any signed counterpart may be delivered by facsimile or other form of electronic transmission with the same legal force and effect, for all purposes, as delivery of an originally signed agreement. This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by all of the other parties hereto. Until and unless each party has received a counterpart hereof signed by the other party hereto, this Agreement shall have no effect and no party shall have any right or obligation hereunder (whether by virtue of any other oral or written agreement or other communication).

Section 5.11 Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other Governmental Authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

Section 5.12. Specific Performance. The parties hereto agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof in the United States District Court for the Southern District of New York or any New York State court sitting in New York City, in addition to any other remedy to which they are entitled at law or in equity.

Section 5.13 Capitalized Terms. Capitalized terms used but not defined herein shall have the respective meanings set forth in the Share Subscription Agreement.

[signature page follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

CANON INVESTMENT HOLDINGS LIMITED
By:	/s/ Yincang Wei
	Name:	Yincang Wei
	Title:	Chairman

[Signature page to Al Yousuf voting agreement — Canon]

AL YOUSUF LLC
By:	/s/ Iqbal Al Yousuf
	Name:	Iqbal Al Yousuf
	Title:	President

[Signature page to Al Yousuf voting agreement — Al Yousuf]

EX-99.5

Exhibit 99.5

EXECUTION VERSION

WAIVER AND RIGHTS AGREEMENT

THIS WAIVER AND RIGHTS AGREEMENT (the “Agreement”), dated as of September 20, 2010 among Altair Nanotechnologies, Inc., a company organized under the laws of Canada (“Company”), Al Yousuf LLC, a company organized under the laws of United Arab Emirates (“Al Yousuf”), and Canon Investment Holdings Limited, a company organized under the laws of Hong Kong (“Canon”).

WHEREAS, Al Yousuf and the Company had entered into a Stock Purchase and Settlement Agreement dated September 30, 2008 (the “Al Yousuf Purchase Agreement”) pursuant to which Al Yousuf purchased from the Company, and the Company sold and issued to Al Yousuf, certain shares of Common Stock (as defined below) for US$10,000,000.10;

WHEREAS, the Company desires to issue and sell certain newly-issued shares of Common Stock to Canon, and Canon desires to subscribe for such newly-issued shares of Common Stock, pursuant to that certain Share Subscription Agreement dated of even date herewith (the “Share Subscription Agreement”);

WHEREAS, pursuant to the Al Yousuf Purchase Agreement, the transactions contemplated under the Share Subscription Agreement would (i) require notice to, and the consent of and waiver by Al Yousuf of his right of first offer pursuant to the terms of the Al Yousuf Purchase Agreement and (ii) result in the dilution of Al Yousuf’s shareholding to less than 10% of the Company’s outstanding Common Stock on a fully-diluted basis and termination of the Rights Period (as defined below);

NOW, THEREFORE, in consideration of the foregoing premises and the covenants and agreements set forth herein, as well as other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound thereby, the parties hereto agree as follows:

ARTICLE 1
Definitions

Section 1.01. Definitions. (a) The following terms, as used herein, have the following meanings:

“Board of Directors” means the board of directors of the Company.

“Closing” has the meaning set forth in the Share Subscription Agreement.

“Common Stock” means the common stock, without par value, of the Company.

“Law” has the meaning set forth in the Al Yousuf Purchase Agreement.

“Person” has the meaning set forth in the Al Yousuf Purchase Agreement.

“Proposed Transaction” means the issuance of shares of Common Stock contemplated under the Share Subscription Agreement.

“Registration Rights Agreement” means the Registration Rights Agreement dated November 29, 2007 between Al Yousuf and the Company, as amended by Amendment No. 1 dated on September 30, 2008 and Amendment No. 2 dated August 14, 2009.

“Rights Period” has the meaning set forth in the Al Yousuf Purchase Agreement.

Section 1.02 Other Definitional and Interpretive Provisions. Unless specified otherwise, in this Agreement the obligations of any party consisting of more than one person are joint and several. The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits and Schedules are to Articles, Sections, and Schedules of this Agreement unless otherwise specified. All Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any agreement or contract are to that agreement or contract as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively.

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ARTICLE 2
Right of First Offer; Registration Rights

Section 2.01. Waiver of Right of First Offer. Notwithstanding anything to the contrary in the Al Yousuf Purchase Agreement, including, without limitation, Section 8 (Right of First Offer) and Section 14.4 (Notices) of the Al Yousuf Purchase Agreement, Al Yousuf hereby consents to the Proposed Transaction, and irrevocably waives any and all rights arising under the Al Yousuf Purchase Agreement to receive notice of and/or to exercise any right of first offer relating to or in connection with the Proposed Transaction, including waiver of its rights under Section 8 and Section 14.4 of the Al Yousuf Purchase Agreement, and irrevocably waives any breach of any provisions of the Al Yousuf Purchase Agreement relating to the Proposed Transaction.

Section 2.02. Waiver of Priority. Notwithstanding anything to the contrary in the Registration Rights Agreement, including without limitation, Section 2(a) (Demand Registration) and Section 2(e) (Priority on Underwritten Demand Registrations), Al Yousuf hereby agrees that with respect any underwritten Demand Registration (as such term is defined under the Registration Rights Agreement) under the Registration Rights Agreement, to the extent Canon exercises Piggyback Registration rights under the Investor Rights Agreement (as defined in the Share Subscription Agreement) and there is an underwriter cutback, Canon and Al Yousuf shall rank pro rata (in accordance with their respective ownership percentages in the Company) with respect to securities to be included in such registration.

Section 2.03 Amendment to Al Yousuf Purchase Agreement & Registration Rights Agreement. Each of the Company and Al Yousuf agrees that the provisions of this Article 2 and Article 4 (when they become effective after the Closing pursuant to the Share Subscription Agreement) constitute valid amendments of and waivers of the Al Yousuf Purchase Agreement and the Registration Rights Agreement, as applicable. Except as specifically modified by this Agreement, the Al Yousuf Purchase Agreement and the Registration Rights Agreement each remains unmodified and in full force and effect.

ARTICLE 3
Termination of Rights Period; Right to Designate Director

Section 3.01. Termination of Rights Period. Each of the parties hereby acknowledges and agrees that the Rights Period shall expire, with immediate effect, upon the Closing. At or prior to the Closing, Al Yousuf agrees to cause its director designees on the Board of Directors to submit their resignations effective as of the Closing, except as provided in this Section 3.01. The parties agree that the Board of Directors at the Closing shall include one AY Director designated by Al Yousuf pursuant to Section 3.02 (the “Initial AY Director”) who shall be one

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of the independent directors of the Company and serve as a member of the Audit Committee of the Board of Directors. Al Yousuf agrees that the Initial AY Director designated by it must satisfy the qualification requirements for independent directors and for members of Audit Committee, in each case under applicable Law (including, without limitation, the Nasdaq listing rules and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder) (such requirements, collectively, “Specified Director Requirements”). Al Yousuf further agrees to provide the name and relevant qualification and other information for the individual it shall designate as the Initial AY Director reasonably promptly after the date hereof for inclusion in the proxy statement to be filed by the Company as contemplated by the Share Subscription Agreement; provided that the parties agree that the Initial AY Director may be an existing director designee of Al Yousuf so long as such existing director designee satisfies the Specified Director Requirements (in which case such existing director designee shall not be required to submit his resignation at the Closing and shall be deemed designated by Al Yousuf pursuant to Section 3.02). At the next annual stockholder meeting of the Company following the Closing (or if the Board of Directors decided to call a special stockholder meeting, at such stockholder meeting), the Company agrees to propose to amend its articles to increase the size of the Board of Directors to no less than 11 directors and nominate two new directors to the Board of Directors (one of whom shall be designated by Canon and the other director shall be an independent director nominated by the Board of Directors pursuant to the Company’s then existing director nomination practice), and Canon and Al Yousuf agree to vote their shares of Common Stock in favor of such proposal and the election of the two new directors. The new independent director nominated pursuant to the preceding sentence shall satisfy the Specified Director Requirements. The parties contemplate that the new independent director elected pursuant to the preceding sentence shall serve on the Audit Committee, and Al Yousuf agrees to cause the Initial AY Director to resign from the Audit Committee effective as of the election of such new independent director.

Section 3.02. Right to Designate Director. Effective from and after the Closing and until such time as Al Yousuf ceases to hold more than 5% of the outstanding shares of Common Stock on a fully-diluted basis (the “Designation Period”), the Company shall take all such action as is necessary or advisable and within its control (except to the extent such actions, upon advice of counsel, would be a breach of, contrary to or otherwise in conflict with any applicable law or fiduciary duty imposed thereby), including without limitation calling special Board of Director and stockholder meetings, so that:

(a) during the Designation Period, one individual designated by Al Yousuf (the “AY Director”) shall be appointed or elected to the Board of Directors;

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(b) during the Designation Period, the removal from the Board of Directors (without cause) of the AY Director shall be at the written request of Al Yousuf; and

(c) in the event the AY Director ceases to serve as a member of the Board of Directors during his term of office (whether by death, resignation or removal) during the Designation Period, the resulting vacancy on the Board of Directors shall be filled by an individual designated by Al Yousuf.

ARTICLE 4
Amendment of Lock Up Provisions; Right of First Offer

Section 4.01. Amendment of Lock Up if Closing Occurs; Right of First Offer. Effective upon, and conditioned upon the occurrence of, the Closing pursuant to the Share Subscription Agreement:

(a) the Al Yousuf Purchase Agreement shall be amended to remove Section 12 (Lock-up; Leak-out); and

(b) Al Yousuf may elect to first offer to Canon the right to purchase Shares (as defined in the Al Yousuf Purchase Agreement) if Al Yousuf desires or proposes to transfer any such Shares.

ARTICLE 5
Representations and Warranties of Al Yousuf

Al Yousuf represents and warrants to the Company that:

Section 5.01. Corporation Authorization. The execution, delivery and performance by Al Yousuf of this Agreement and the consummation by Al Yousuf of the transactions contemplated hereby are within the corporate powers of Al Yousuf and have been duly authorized by all necessary corporate action. This Agreement constitutes a valid and binding Agreement of Al Yousuf, enforceable against it in accordance with the respective terms herein, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar legal requirements affecting creditors’ rights generally and subject, as to enforceability, the general principles of equity.

Section 5.02 Non-Contravention. The execution, delivery and performance by Al Yousuf of this Agreement and the agreements, consents and waivers herein do not and will not (i) violate the articles or bylaws or comparable organizational documents of Al Yousuf, (ii) violate any applicable Law, (iii) require any consent or other action by any Person under any provision of any agreement or other instrument binding on Al Yousuf, (iv) result in the imposition of any lien on the shares of Common Stock beneficially owned by Al Yousuf, or (v) require a filing with, or consent, approval, authorization, order, registration, qualification or decree of, any person or entity or any court or governmental authority or agency, domestic or foreign.

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Section 5.03. Ownership of Shares. As of the date of this Agreement, Al Yousuf is the record and beneficial owner of the shares of Common Stock listed on Schedule 1 hereto, including the number of securities convertible into shares of Common Stock.

ARTICLE 6
Representations and Warranties of Company

The Company represents and warrants to Al Yousuf that:

Section 6.01. Corporation Authorization. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the corporate powers of the Company and have been duly authorized by all necessary corporate action. This Agreement constitutes a valid and binding Agreement of the Company, enforceable against it in accordance with the respective terms herein, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar legal requirements affecting creditors’ rights generally and subject, as to enforceability, the general principles of equity.

Section 6.02 Non-Contravention. The execution, delivery and performance by the Company of this Agreement and the agreements, consents and waivers herein do not and will not (i) violate the articles or bylaws or comparable organizational documents of the Company, (ii) violate any applicable Law, (iii) require any consent or other action by any Person under, constitute a default under, or give rise to any right of termination, cancellation or acceleration or to a loss of any benefit to which the Company is entitled under any provision of any agreement or other instrument binding on the Company, (iv) result in the imposition of any lien on any asset of the Company, or (v) require a filing with, or consent, approval, authorization, order, registration, qualification or decree of, any person or entity or any court or governmental authority or agency, domestic or foreign (other than filings under the Securities Exchange Act of 1934, as amended and similar statutes in Canada).

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ARTICLE 7
Representations and Warranties of Canon

Canon represents and warrants to Al Yousuf and the Company that:

Section 7.01. Corporation Authorization. The execution, delivery and performance by Canon of this Agreement and the consummation by Canon of the transactions contemplated hereby are within the corporate powers of Canon and have been duly authorized by all necessary corporate action. This Agreement constitutes a valid and binding Agreement of Canon, enforceable against it in accordance with the respective terms herein, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar legal requirements affecting creditors’ rights generally and subject, as to enforceability, the general principles of equity.

Section 7.02 Non-Contravention. The execution, delivery and performance by Canon of this Agreement and the agreements, consents and waivers herein do not and will not (i) violate the articles or bylaws or comparable organizational documents of Canon, (ii) violate any applicable Law, (iii) require any consent or other action by any Person under any provision of any agreement or other instrument binding on Canon, or (iv) require a filing with, or consent, approval, authorization, order, registration, qualification or decree of, any person or entity or any court or governmental authority or agency, domestic or foreign (other than filings under the Securities Exchange Act of 1934, as amended and similar statutes in Canada).

ARTICLE 8
Miscellaneous

Section 8.01. Governing Law. This Agreement 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.

Section 8.02. Jurisdiction. The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in the United States District Court for the Southern District of New York or any New York State court sitting in New York City, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of New York, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court.

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Section 8.03. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 8.04 Counterparts; Delivery; Effectiveness. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Any signed counterpart may be delivered by facsimile or other form of electronic transmission with the same legal force and effect, for all purposes, as delivery of an originally signed agreement. This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by all of the other parties hereto; provided that Section 2.02, Article 3 and Article 4 shall be null and void if the Share Subscription Agreement is terminated without Closing having occurred. Until and unless each party has received a counterpart hereof signed by the other party hereto, this Agreement shall have no effect and no party shall have any right or obligation hereunder (whether by virtue of any other oral or written agreement or other communication).

Section 8.05 Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other governmental authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

Section 8.06. Specific Performance. The parties hereto agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof in the United States District Court for the Southern District of New York or any New York State court sitting in New York City, in addition to any other remedy to which they are entitled at law or in equity.

[signature page follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

ALTAIR NANOTECHNOLOGIES, INC.
By:	/s/ Terry Copeland
	Name:	Terry Copeland
	Title:	President and CEO
AL YOUSUF LLC
By:
	Name:
	Title:
CANON INVESTMENT HOLDINGS LIMITED
By:
	Name:
	Title:

AL YOUSUF LLC
By:	/s/ Iqbal Al Yousuf
	Name:	Iqbal Al Yousuf
	Title:	President

[Signature page to Al Yousuf Waiver and Rights Agreement — Al Yousuf]

CANON INVESTMENT HOLDINGS LIMITED
By:	/s/ Yincang Wei
	Name:	Yincang Wei
	Title:	Chairman

[Signature page to Al Yousuf Waiver and Rights — Canon]

Schedule 1

Holder of shares of Common Stock	Number
AL YOUSUF LLC		20,395,863