Indemnification Agreement

INDEMNIFICATION AGREEMENT



THIS AGREEMENT is made this 29 th day of May, 2008.



BETWEEN:



Altair Nanotechnologies Inc. , a corporation incorporated under the laws of Canada,



(the "Corporation")



- and - -



? , of the City of ? of the Province of ?,



(the "Director")



WHEREAS the Director has requested that the Corporation indemnify him against certain liabilities and expenses that he may incur in connection with his acting as director or officer of the Corporation (or as a director or officer or serving in a similar capacity of any subsidiary of the Corporation or other entity where the Director is so serving at the Corporation's request);



AND WHEREAS the Corporation desires to provide the Director with the maximum protection permitted by applicable law against any and all liabilities he may incur in his capacity as a director of the Corporation or in any other capacity in which he may act at the request of the Corporation;



NOW THEREFORE in consideration of the mutual covenants contained herein and other good and valuable consideration (the receipt and sufficiency of which is hereby mutually acknowledged) and in consideration of the Director continuing to act as a director of the Corporation, the parties agree as follows:
















ARTICLE I

INDEMNIFICATION



1.1 Indemnity . Subject to Section 1.2, the Corporation undertakes and agrees to indemnify the Director effective from the date the Director was first elected or appointed as a director or officer of the Corporation (or as a director or officer or serving in a similar capacity of any subsidiary of the Corporation or any other entity where the Director is so serving at the Corporation's request), to the fullest extent permitted by law, against any liability or expense (including, without limitation, costs, charges, legal fees and disbursements, and amounts actually incurred by the Director to settle claims, actions, suits or proceedings or to satisfy judgments, fines or penalties in respect of claims, actions, suits or proceedings or any expense incurred in establishing a right to indemnification under this Agreement, the Canada Business Corporations Act, as amended from time to time (the "Act ?) or otherwise or in defending against any claims as to which a right of indemnification is asserted hereunder by the Director) ("Expenses") that the Director may suffer or incur in respect of any claim, action, suit or proceeding (whether civil, criminal, administrative or investigative and whether brought by or on behalf of the Corporation or otherwise) or any threat thereof involving the Director or to which the Director is made party and which arises as a direct or indirect result of the Director being or having been a director or officer of the Corporation (or serving or having served at the Corporation's request as a director or officer or in a similar capacity of any of the Corporation's subsidiaries or any other entity) (a "Proceeding"), including any act or thing done or not done in the Director's capacity as director or officer of the Corporation (or as a director or officer of, or in a similar capacity for, such other entity) provided that the Director: (a) acted honestly and in good faith with a view to the best interests of the Corporation or, as the case may be, to the best interests of the other entity for which the Director acted as a director or officer or in a similar capacity at the Corporation's request; and (b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the Director had reasonable grounds for believing his conduct was lawful ("Indemnification Qualifications ?). No determination in any Proceeding against the Director by judgment, order, settlement (with or without court approval) or conviction shall, of itself, create a presumption that the Director did not act honestly and in good faith with a view to the best interests of the Corporation (or a subsidiary of the Corporation or any other entity for which the Director served at the Corporation's request as director or officer or in a similar capacity) and, with respect to any criminal action or proceeding, that the Director did not have reasonable grounds for believing that his conduct was lawful.







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1.2 Payment . From time to time as each indemnifiable liability or expense is incurred by a Director, the Director may deliver to the Corporation a claim for indemnification under this Agreement, accompanied by evidence of the indemnifiable liability or expense. Within ten days after receipt of such a claim for indemnification under this Agreement, the Corporation shall pay or cause to be paid the indemnification claim unless the indemnification claim is not covered by this Agreement or the payment thereof is not permitted by applicable law or requires court approval. If the Corporation believes that the indemnification claim is not covered by this Agreement or the payment thereof is not permitted by applicable law or requires court approval, it shall so advise the Director in writing within such ten-day period. If court approval is required in respect of the payment of an indemnification claim, the Corporation shall, at the request of the Director, promptly seek approval of a court of competent jurisdiction to pay the same. The Director shall be entitled to be represented by counsel of his choosing at any such proceedings with the fees and expenses of such counsel for the Director being treated as indemnification hereunder and shall be subject to Sections 1.1 and 1.2 hereof. Any claim for indemnification, if paid by the Corporation, shall be subject to repayment in the event that the indemnification claim is not covered by this Agreement or the payment thereof is not permitted by applicable law. For greater certainty and notwithstanding anything herein contained (but subject to obtaining any required court approval), the Corporation shall advance moneys to the Director for all costs, charges and expenses incurred by the Director in respect of a Proceeding in accordance with this Section 1.2, provided that if it is determined by a court of competent jurisdiction in a judgment that has become non-appealable that the Director has not satisfied the conditions set forth in Section 1.1 or is otherwise not entitled to indemnification pursuant to the terms hereof, the Director shall forthwith repay such amounts to the Corporation upon demand therefor.



ARTICLE II

CONTRIBUTION



2.1 Contribution.



(1) Whether or not the indemnification provided in Section 1.1 and 1.2hereof is available, in respect of any threatened, pending or completed action, suit or proceeding in which the Corporation is jointly liable with Director (or would be if joined in such action, suit or proceeding), the Corporation shall pay, in the first instance, the entire amount of any judgment or settlement of such action, suit or proceeding without requiring Director to contribute to such payment and the Corporation hereby waives and relinquishes any right of contribution it may have against Director. The Corporation shall not enter into any settlement of any action, suit or proceeding in which the Corporation is jointly liable with Director (or would be if joined in such action, suit or proceeding) unless such settlement provides for a full and final release of all claims asserted against Director.








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(2) Without diminishing or impairing the obligations of the Corporation set forth in the preceding subparagraph, if, for any reason, Director shall elect or be required to pay all or any portion of any judgment or settlement in any threatened, pending or completed action, suit or proceeding in which the Corporation is jointly liable with Director (or would be if joined in such action, suit or proceeding), the Corporation shall contribute to the amount of expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred and paid or payable by Director in proportion to the relative benefits received by the Corporation and all officers, directors or employees of the Corporation, other than Director, who are jointly liable with Director (or would be if joined in such action, suit or proceeding), on the one hand, and Director, on the other hand, from the transaction from which such action, suit or proceeding arose; provided, however, that the proportion determined on the basis of relative benefit may, to the extent necessary to conform to law, be further adjusted by reference to the relative fault of the Corporation and all officers, directors or employees of the Corporation other than Director who are jointly liable with Director (or would be if joined in such action, suit or proceeding), on the one hand, and Director, on the other hand, in connection with the events that resulted in such expenses, judgments, fines or settlement amounts, as well as any other equitable considerations which the law may require to be considered. The relative fault of the Corporation and all officers, directors or employees of the Corporation, other than Director, who are jointly liable with Director (or would be if joined in such action, suit or proceeding), on the one hand, and Director, on the other hand, shall be determined by reference to, among other things, the degree to which their actions were motivated by intent to gain personal profit or advantage, the degree to which their liability is primary or secondary and the degr ...