Contribution Agreement

Certain portions of this exhibit have been omitted pursuant to Rule 24b-2 and are subject to a confidential treatment request.

Copies of this exhibit containing the omitted information have been filed separately with the Securities and Exchange Commission.

The omitted portions of this document are marked with a ***.




CONTRIBUTION AGREEMENT



This Contribution Agreement (this "Agreement") is entered into as of April 24, 2007 by and between The Sherwin-Williams Company, Inc. an Ohio corporation ("SW" ) and Altairnano, Inc., a Nevada corporation ("AN"), and Alsher Titania LLC, a Delaware limited liability company ("LLC").



BACKGROUND



LLC desires to sell to SW and AN, and SW and AN desire to purchase from LLC, membership units of the LLC (the "Units"), with the rights, preferences, privileges, restrictions and obligations set forth in LLC ?s Limited Liability Company Agreement, of even date herewith (the "Operating Agreement"), on the terms and conditions set forth herein.



AGREEMENT



Now, therefore, in consideration of the foregoing recitals and the mutual promises set forth in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement agree as follows:



1. AGREEMENT TO PURCHASE AND SELL UNITS.




1.1 Agreement to Issue Units . Subject to the terms and conditions of this Agreement, including without limitation the satisfaction or waiver of the closing conditions set forth in Section 1.4, LLC shall issue and sell to SW and AN, and SW and AN each agree to accept from LLC, the number of Units adjacent to each party's name on the attached Exhibit A in consideration for the contribution of assets described in Section 1.2.



1.2 Contribution of Assets . Subject to the terms and conditions of this Agreement, including without limitation the satisfaction or waiver of the closing conditions set forth in Section 1.4, SW and AN shall each convey, transfer, assign, sell and deliver (" Transfer") to LLC, and LLC shall acquire and accept, all of SW's and AN's right, title and interest in and to the assets described on the attached Exhibit B (for assets from SW) and Exhibit C (for assets from AN) (collectively the "Contributed Assets").



1.3 The Closing . The closing (the "Closing") of the issuance and sale of the Units and the contribution of the Contributed Assets will take place at 10:00 A.M. on April ____, 2007 at Reno, NV, or at such other place, time and date as the LLC, SW and AN shall mutually designate. The date of the Closing shall be referred to herein as the "Closing Date."



1.4 Conditions to Closing .








(a) Conditions to Obligations of SW and AN . The obligation of SW and AN to purchase Units pursuant to this Agreement is subject to the fulfillment, prior to or at the Closing, of the following conditions:



(i) LLC shall have delivered to SW and AN certificates from the relevant governmental entity, dated the most recent practicable date prior to the Closing, showing that LLC is organized and in good standing in the jurisdiction of its organization.



(ii) The parties shall have received all approvals and actions of or by all governmental entities necessary to consummate the transactions contemplated hereby.



(iii) No order, statute, rule, regulation, executive order, injunction, stay, decree or restraining order shall have been enacted, entered, promulgated or enforced by any governmental entity that prohibits the consummation of the transactions contemplated hereby, and no litigation or proceeding seeking such order shall be pending or threatened.



(iv) LLC shall have performed and satisfied each of its obligations under this Agreement required to be performed and satisfied by it on or prior to the Closing Date; each of the representations and warranties of LLC contained in this Agreement shall be true and correct on the Closing Date as though made on the Closing Date, except for changes specifically permitted by this Agreement or resulting from any transaction to which both SW and AN have expressly consented in writing or any transaction specifically contemplated by this Agreement.



(v) LLC has authorized and approved the execution and performance of this Agreement, and shall have authorized and approved the creation, sale and issuance of the Units.



(vi) LLC shall have delivered to SW and AN such other documents as each party may reasonably request for the purpose of (A) evidencing the satisfaction of any condition referred to in this Section or (B) otherwise facilitating the consummation or performance of any of the transactions contemplated hereby.



(b) Conditions to Obligations of the Company . The obligation of LLC to consummate the issuance and sale pursuant to this Agreement is subject to the fulfillment, prior to or at such Closing, of the following conditions:



(i) The parties shall have received all approvals and actions of or by all governmental entities necessary to consummate the transactions contemplated hereby.



(ii) No order, statute, rule, regulation, executive order, injunction, stay, decree or restraining order shall have been enacted, entered, promulgated or enforced by any governmental entity that prohibits the consummation of the transactions contemplated hereby, and no litigation or governmental proceeding seeking such order shall be pending or threatened.



(iii) SW and AN each shall have performed and satisfied each of its obligations under this Agreement required to be performed and satisfied by it on or prior to the Closing Date; each of the representations and warranties of both SW and AN contained in this Agreement shall be true and correct on the Closing Date as though made on the Closing Date, except for changes specifically permitted by this Agreement or resulting from any transaction to which LLC has expressly consented in writing or any transaction specifically contemplated by this Agreement.





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(iv) SW and AN each shall have authorized and approved the execution and performance of this Agreement and LLC shall have received a certificate to that effect signed on behalf of both SW and AN by an authorized officer of each, dated as of the Closing Date.



(v) SW and AN shall have delivered to LLC such other documents as LLC may reasonably request for the purpose of (A) evidencing the satisfaction of any condition referred to in this Section or (B) otherwise facilitating the consummation or performance of any of the transactions contemplated hereby.



1.5 Delivery At the Closing .



(a) SW and AN each shall deliver to LLC (i) fully executed documents of conveyance to effect the contribution of the Contributed Assets, in forms that are reasonably acceptable to LLC, and (ii) an executed counterpart signature page to the Operating Agreement, in the form provided by LLC; and



(b) LLC shall deliver to SW and AN each one or more certificates representing the Units to be purchased at the Closing, registered in such names as SW and AN each request.



1.6 Further Assurances . On and after the Closing Date, SW and AN each agree to perform, at LLC's expense, all acts deemed necessary or desirable by LLC to evidence, perfect, obtain, maintain, defend and enforce LLC's title to the Contributed Assets, as well as any rights LLC may have by virtue of its ownership of the Contributed Assets. Such acts may include, but are not limited to, execution of documents and assistance or cooperation in legal proceedings.



2. SW REPRESENTATIONS AND WARRANTIES .




SW hereby represents and warrants to LLC and AN that the statements in this Section 2 are all true and correct:



2.1 Organization/Power . SW is a corporation that is duly organized, validly existing and in good standing under the laws of Ohio, and possesses all requisite power and authority to own and operate its properties and assets and to carry on its business as presently conducted and as proposed to be conducted.



2.2 Authorization . SW has the necessary power and authority to enter into, execute and deliver this Agreement and the other related documents and agreements referenced herein to be executed and delivered by SW in connection with the consummation of the transactions contemplated by this Agreement to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and related agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all required action on the part of SW (including, without limitation, action by any governing body or any holders of equity securities of SW, if applicable). This Agreement and related agreements have been executed and delivered by SW and constitute legal and binding agreements enforceable against SW in accordance with their respective terms, subject, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium and similar laws affecting creditors' rights.





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2.3 Actions and Proceedings . There are no outstanding orders, judgments, injunctions, awards or decrees of any court, governmental or regulatory body or arbitration tribunal in any jurisdiction against or involving SW with respect to the Contributed Assets. There are no actions, suits or claims or legal, administrative or arbitral proceedings or, to the best knowledge of SW, investigations pending or, to the best knowledge of SW, threatened against or involving SW with respect to the transactions contemplated by this Agreement. To the best knowledge of SW, there is no fact, event or circumstance that may give rise to any suit, action, claim, investigation or proceeding that individually or in the aggregate reasonably would be expected to have a material adverse effect upon the transactions contemplated hereby.



2.4 No Conflicts . No consents, permits, authorizations, orders and approvals from (or any filings or registrations with) any natural p ...