UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): December 29, 2020

 

Altair International Corp.

(Exact name of registrant as specified in its charter)

 

Nevada   333-190235   99-0385465
(State of other jurisdiction   (Commission   (IRS Employer
of incorporation)   File Number)   Identification No.)

 

322 North Shore Drive  
Building 1B, Suite 200  
Pittsburgh, PA 15212
(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (760) 413-3927

 

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Title of each class   Trading Symbol(s)   Name of each exchange on which
registered
Common Stock   ATAO   OTC:Pink

 

Emerging growth company x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

On December 29, 2020, the registrant ("Altair International") issued to EROP Enterprises LLC a secured promissory note (the “Note”) in the principal amount of $100,000 bearing annual interest at 6% and due in two years. The Note is secured by the Walker Ridge claims and project that Altair International purchased under a Mining Lease dated August 14, 2020 between Altair International and Oliver Geoservices LLC involving Altair International’s right to mine certain property in Nevada for a period of five years that can be extended for an additional twenty years if a certain extension payment are made within the term of the lease as more fully described in the Form 8-K filed August 18, 2020 by Altair International. The foregoing description of the Note and Security Agreement does not purport to be complete and is qualified in its entirety by reference to the Note and Security Agreement which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K.

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibits

 

10.1 Secured Promissory Note dated December 29, 2020 Issued by Altair International Corp. to EROP Enterprises LLC

 

10.2 Security Agreement dated September 29, 2020 between Altair International Corp. and EROP Enterprises LLC

 

- 1

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

Date: January 11, 2021   Altair International Corp.

 

  By: /s/ Leonard Lovallo
    Leonard Lovallo
    President and CEO

 

- 2

Exhibit 10.1

 

Aggregate Principal Amount: $US100,000.00 Issue Date: December 29, 2020 

  

SECURED PROMISSORY NOTE

 

For value received, Altair International Corp, a Nevada Corporation with a corporate address of 322 North Shore Drive, Building 1B, Suite 200, Pittsburgh, PA 15212 (the “Borrower”), and pursuant to the terms of this secured promissory note (this “Note”) hereby promises to pay to the order of EROP Enterprises, LLC, with the address of 912 Holcomb Bridge Road, Ste 101, Roswell, GA 30076, or its registered assigns (the “Holder”) on December 29th, 2022 (the “Maturity Date”), the principal amount set forth above (the “Principal Amount”). Borrower shall make a lump sum payment of all remaining interest, principal and other fees and costs due under this Note on or before the Maturity Date.

 

1. Terms. 6% interest, 24 month Secured Note

 

2. Payment. All payments pursuant to this Note, shall be made in U.S. currency, at the address below, or at such place as the Holder designates in writing to the Borrower. Whenever any amount expressed to be due by the terms of this Note is due on any day which is not a business day, the same shall instead be due on the next succeeding day which is a business day. As used in this Note, the term “business day” shall mean any day other than a Saturday, Sunday or a day on which commercial banks in the city of New York, New York are authorized or required by law or executive order to remain closed.

 

3. Prepayment. Notwithstanding anything to the contrary contained in this Note, the Borrower may prepay the amounts outstanding hereunder pursuant to the following terms and conditions, and subject to the Holder’s acceptance in Holder’s sole discretion:

 

a. At any time during the period beginning on the Issue Date and ending on the date which is one hundred twenty (120) days following the Issue Date, the Borrower shall have the right, exercisable on not less than five (5) days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full by making a payment to the Holder of an amount in cash equal to 100% of the then outstanding principal amount of this Note plus accrued and unpaid interest on the unpaid principal amount of this Note.

 

4. Effect of Merger, Consolidation Etc. At the option of the Holder, the sale, conveyance or disposition of all or substantially all of the assets of the Borrower, the effectuation by the Borrower of a transaction or series of related transactions in which more than 50% of the voting power of the Borrower is disposed of, or the consolidation, merger or other business combination of the Borrower with or into any other Person (as defined below) or Persons when the Borrower is not the survivor, shall be deemed to be an Event of Default pursuant to which the Borrower shall be required to pay to the Holder upon the consummation of and as a condition to such transaction an amount equal to the Default Amount (as defined herein). “Person” shall mean any individual, corporation, limited liability company, partnership, association, trust or other entity or organization. Further, upon any such merger or consolidation where the Borrower is not the surviving entity, and the Holder does not choose to exercise its option to deem such an event an Event of Default, the surviving entity in such transaction shall fully assume all obligations to the Holder by the Borrower under the Note, the Loan Agreement and the Security Agreement (referred together herein as the “Loan Documents.”

 

Altair International Corp, Loan Agreement - $100,000

EROP Enterprises, LLC

 

 

 

 

5. Certain Covenants. So long as the Borrower shall have any obligation under this Note or any of the Loan Documents, the Borrower (i) shall not, without the Holder’s written consent, sell, lease, exchange (including but not limited to an exchange for assets of equal or greater value) or otherwise dispose of any significant portion of its assets outside the ordinary course of business, any consent to the disposition of any assets may be conditioned on a specified use of the proceeds of disposition..

 

6. Default.

 

a. The following events shall each constitute an “Event of Default:”

 

i. Failure to Pay Principal. The Borrower fails to pay the principal hereof hereon when due on this Note, whether at maturity, upon acceleration or otherwise, following a five (5) day cure period.

 

ii. Breach of Covenants. The Borrower breaches any covenant or other material term or condition contained in this Note and any collateral documents including but not limited to the Loan Documents and such breach continues for a period of fifteen (15) days after written notice thereof to the Borrower from the Holder.

 

iii. Breach of Representations and Warranties. Any representation or warranty of the Borrower made herein or in any agreement, statement or certificate given in writing pursuant hereto or in connection herewith (including, without limitation, the Loan Documents), shall be false or misleading in any material respect when made and the breach of which has (or with the passage of time will have) a material adverse effect on the rights of the Holder with respect to this Note or the Loan Documents.

 

iv. Receiver of Trustee. The Borrower or any subsidiary of the Borrower shall make an assignment for the benefit of creditors, or apply for or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business, or such a receiver or trustee shall otherwise be appointed.

 

Altair International Corp, Loan Agreement - $100,000

EROP Enterprises, LLC

 

 

 

 

v. Judgments. Any money judgment, writ or similar process shall be entered or filed against the Borrower or any subsidiary of the Borrower or any of its property or other assets for more than $25,000, and shall remain unvacated, unbonded or unstayed for a period of twenty (20) days unless otherwise consented to by the Holder, which consent will not be unreasonably withheld.

 

vi. Bankruptcy. Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary or involuntary, for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Borrower or any subsidiary of the Borrower.

 

vii. Liquidation. Any dissolution, liquidation, or winding up of Borrower or any substantial portion of its business or that of any subsidiary of the Borrower.

 

viii. Cessation of Operations. Any cessation of operations by Borrower or Borrower admits it is otherwise generally unable to pay its debts as such debts become due, provided, however, that any disclosure of the Borrower’s ability to continue as a “going concern” shall not be an admission that the Borrower cannot pay its debts as they become due.

 

ix. Maintenance of Assets. The failure by Borrower to maintain any material intellectual property rights, personal, real property or other assets which are necessary to conduct its business (whether now or in the future).

 

x. Cross-Default. Notwithstanding anything to the contrary contained in this Note or other related or companion documents, including but not limited to the Loan Documents, a breach or default by the Borrower of any covenant or other term or condition contained any other financial instrument, including but not limited to the Loan Documents after the passage of all applicable notice and cure or grace periods, shall, at the option of the Holder, be considered a default under this Note

 

b. Borrower shall give written notice to Holder of any event that may or could be considered to constitute an “Event of Default” within seventy-two (72) hours of such event. Such notice shall specify: (i) that there has been a potential event of default; and (ii) state the material facts that give rise to the belief that there has been a potential default.

 

c. Upon the occurrence of any Event of Default, this Note shall become immediately due and payable and the Borrower shall pay to the Holder, in full satisfaction of its obligations hereunder, an amount equal (i) 150% times the sum of (x) the then outstanding principal amount of this Note plus (y) accrued and unpaid interest on the unpaid principal amount of this Note to the date of payment (the “Default Amount”), and all other amounts payable hereunder shall immediately become due and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity.

 

Altair International Corp, Loan Agreement - $100,000

EROP Enterprises, LLC

 

 

 

 

d. The Borrower agrees, in case of default of the payment of the Default Amount, until the Default Amount is paid, the Note shall continue to accrue interest and shall do so at 12% (the “Default Interest”), the Default Interest accrued shall be added to the Default Amount and the Default Amount shall forthwith become due and payable without notice or demand.

 

e. The failure of Holder to exercise any of its options upon an Event of Default shall not be taken or construed to be a waiver of the right to exercise such option for any subsequent default, and for this purpose, the failure to pay each separate installment required hereunder shall be considered a separate default hereof.

 

7. Security. The indebtedness evidenced by this Note is secured by a Security Agreement, which was executed by the Holder and the Borrower prior to the issuance of this Note at part of the Loan Documents.

 

8. Transfers; Successors and Assigns. This Note shall be binding upon the Borrower and its successors and assigns, and shall inure to be the benefit of the Holder and its successors and assigns. Notwithstanding anything in this Note to the contrary, this Note may be pledged by the Holder as collateral in connection with a bona fide margin account or other lending arrangement.

 

9. Borrower’s Representations and Warranties. The Borrower represents and warrants to the Holder that the:

 

a. Borrower is a Nevada Corporation duly organized, validly existing and in good standing under the laws of Nevada and has authority to carry on its businesses under all applicable laws.

 

b. Borrower has authority to own its property and assets and to carry on its business as now conducted;

 

c. Borrower is qualified to do business in, and is in good standing (where such concept exists) in, every jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary;

 

Altair International Corp, Loan Agreement - $100,000

EROP Enterprises, LLC

 

 

 

 

d. Borrower has received all necessary approvals from its shareholders and management necessary to enter into this Note upon the terms contained herein and has all requisite organizational power and authority to execute and deliver and perform all its obligations under this Note and the Loan Documents and the transactions contemplated hereby and thereby are within its organizational powers and have been duly authorized by all necessary Borrower action;

 

e. this Note has been duly executed and delivered by it and constitutes a legal, valid and binding obligation of such party, enforceable in accordance with its terms;

 

f. the transactions to be entered into and contemplated by this Note and the Loan Documents (a) do not require any consent or approval of, registration or filing with, or any other action by, any governmental authority, (b) will not (i) violate any applicable law or (ii) the organizational documents, bylaws, charter, operating agreement, certificate of formation or certificate of incorporation of such party, (c) will not violate or result in a default under any indenture or any other agreement, instrument or other evidence of indebtedness, and (d) will not result in the creation or imposition of any lien on any asset of such party;

 

g. Borrower agrees and covenants that at any time and from time to time it will promptly execute and deliver to the Borrower such further instruments and documents and take such further action may reasonably be required to carry out the full intent and purpose of this Note and to comply with state, local or other laws, regulations and approvals.

 

10. Replacement Note. If at any time Holder notifies Borrower that the Note has been lost, stolen or destroyed and Holder executes and delivers to Borrower an agreement reasonably satisfactory to Borrower to indemnify Borrower from any loss incurred by it in connection therewith (an “Affidavit of Loss”), then Borrower will issue a new Note for the same aggregate principal amount as the unpaid principal amount of such lost, stolen, destroyed or mutilated Note, and having the same maturity and rate of interest, containing the same provisions and subject to the same terms and conditions as such lost, stolen, destroyed or mutilated Note. Borrower shall also furnish a copy of the original note, if so requested.

 

11. Governing Law.

 

a. This Note, and the Loan Documents together with any other transaction documents, shall be delivered and accepted in and shall be deemed to be contracts made under and governed by the internal laws of the State of Nevada, and for all purposes shall be construed in accordance with the laws of such State, without giving effect to the choice of law provisions of such state.

 

Altair International Corp, Loan Agreement - $100,000

EROP Enterprises, LLC

 

 

 

 

b. Any action brought by either party against the other concerning the transactions contemplated by this Note shall be brought only in the state courts or federal courts located in the state of Nevada. The parties to this Note hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The Borrower and Holder waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney's fees and costs. In the event that any provision of this Note or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Note or the Loan Documents by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Note and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

 

12. Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be:

 

If to the Borrower, to:

 

ALTAIR INTERNATIONAL CORP

322 NORTH SHORE DRIVE

BUILDING 1B, SUITE 200

PITTSBURGH, PA, 15212

Attn: Leonard Lovallo

leonardlovallo@gmail.com

 

Altair International Corp, Loan Agreement - $100,000

EROP Enterprises, LLC

 

 

 

 

If to the Holder:

 

EROP ENTERPRISES LLC

912 Holcomb Bridge Road

Suite 101

Roswell, GA 30076

Attn: Vince Sbarra, President

Email: Manager@eroppfund.com

 

13. Costs to Collect on Note. If default is made in the payment of this Note, the Borrower shall pay the Holder hereof costs of collection, including reasonable attorneys’ fees.

 

14. Usury Savings Clause. Notwithstanding any provision in this Note or the Loan Documents, to the contrary, the total liability for payments of interest and payments in the nature of interest, including, without limitation, all charges, fees, exactions, or other sums which may at any time be deemed to be interest, shall not exceed the limit imposed by the usury laws of the jurisdiction governing this Note or any other applicable law. In the event the total liability of payments of interest and payments in the nature of interest, including, without limitation, all charges, fees, exactions or other sums which may at any time be deemed to be interest, shall, for any reason whatsoever, result in an effective rate of interest, which for any month or other interest payment period exceeds the limit imposed by the usury laws of the jurisdiction governing this Note, all sums in excess of those lawfully collectible as interest for the period in question shall, without further agreement or notice by, between, or to any party hereto, be applied to the reduction of the outstanding principal balance due hereunder immediately upon receipt of such sums by the Holder hereof, with the same force and effect as though the Borrower had specifically designated such excess sums to be so applied to the reduction of the principal balance then outstanding, and the Holder hereof had agreed to accept such sums as a penalty-free payment of principal; provided, however, that the Holder may, at any time and from time to time, elect, by notice in writing to the Borrower, to waive, reduce, or limit the collection of any sums in excess of those lawfully collectible as interest, rather than accept such sums as a prepayment of the principal balance then outstanding. It is the intention of the parties that the Borrower does not intend or expect to pay, nor does the Holder intend or expect to charge or collect any interest under this Note greater than the highest non-usurious rate of interest which may be charged under applicable law.

 

15. Remedies. The Borrower acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder, by violating the intent and purpose of the transaction contemplated hereby. Accordingly, the Borrower acknowledges that the remedy at law for a breach of its obligations under this Note will be inadequate and agrees, in the event of a breach or threatened breach by the Borrower of the provisions of this Note, that the Holder shall be entitled, in addition to all other available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this Note and to enforce specifically the terms and provisions thereof, without the necessity of showing economic loss and without any bond or other security being required.

 

Altair International Corp, Loan Agreement - $100,000

EROP Enterprises, LLC

 

 

 

 

16. Amendment and Waiver. This Note, or any provision of this Note, may only be amended or waived if set forth in a writing executed by the Borrower and Holder. The waiver by Holder of a breach of any provision of this Note shall not operate or be construed as a waiver of any other breach.

 

17. Assignment. This Note shall not be directly or indirectly assignable or delegable by the Borrower, this Note may be assigned by the Holder without consent of the Borrower.

 

18. Severability. If any provision of this Note is, for any reason, invalid or unenforceable, the remaining provisions of this Note will nevertheless be valid and enforceable and will remain in full force and effect. Any provision of this Note that is held invalid or unenforceable by a court of competent jurisdiction will be deemed modified to the extent necessary to make it valid and enforceable and as so modified will remain in full force and effect.

 

19. Third Parties. Nothing herein expressed or implied is intended or shall be construed to confer upon or give to any person or entity, other than the Holder and its permitted successor and assigns, any rights or remedies under or by reason of this Note.

 

20. Entire Agreement. This Note (including any recitals hereto) together with all of the Loan Documents, set forth the entire understanding of the parties with respect to the subject matter hereof, and shall not be modified or affected by any offer, proposal, statement or representation, oral or written, made by or for any party in connection with the negotiation of the terms hereof, and may be modified only by instruments signed by all of the parties hereto.

 

IN WITNESS WHEREOF, the Borrower has executed this PROMISSORY NOTE as of this 29th day of December 2020.

 

Borrower:  
   
ALTAIR INTERNATIOAL CORP.  
   
  By: /s/ Leonard Lovallo  
  Name: Leonard Lovallo  
  Title: President  

 

Altair International Corp, Loan Agreement - $100,000

EROP Enterprises, LLC

 

 

 

 

Exhibit 10.2

 

SECURITY AGREEMENT

 

THIS SECURITY AGREEMENT (this “Agreement”) is entered into as of December 29, 2020, by and between Altair International Corp, a Nevada Corporation with a 322 North Shore Drive, Building 1B, Suite 200, Pittsburgh, PA 15212 (the “Borrower”), and EROP Enterprises, LLC, (the “Secured Party” or “Secured Party”). All capitalized terms not otherwise defined herein shall the meanings ascribed to them in that certain Loan Agreement and Note (as defined below) by and between Borrower and the Secured Party.

 

RECITALS

 

WHEREAS, the Secured Party have loaned monies to Borrower, as more particularly described in the Loan Agreement entered by the Borrower and the Secured Party (the “Loan Agreement”) and as evidenced by the Secured Non-Convertible Promissory Note in the principal amount of One Hundred Thousand Dollars ($US 100,000) (the “Note”) issued by Borrower to the Secured Party on December 29, 2020.

 

WHEREAS the term “Secured Party” as used in this Agreement shall mean, collectively, all holders of the Note, including those persons who become holders of Note after the date hereof; and

 

WHEREAS this Agreement is being executed and delivered by Borrower to secure the Note.

 

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of the parties hereto hereby agrees as follows:

 

1.                Obligations Secured. This Agreement secures, in part, the prompt payment and performance of all obligations of Borrower under the Note, and all renewals, extensions, modifications, amendments, and/or supplements thereto (collectively, the “Secured Obligations”).

 

2.                Grant of Security.

 

(a)              Collateral. Borrower hereby grants, pledges, and assigns for the benefit of the Secured Party, and there is hereby created in favor of the Secured Party, a security interest in and to Borrower’s right, title, and interest in, to, and under the collateral set forth on Exhibit A hereto (collectively, “Collateral”).

 

(b)              Effective Date. This grant of security shall be effective as of the date hereof.

 

(c)              Subordination. The Note and the Secured Obligations shall not be subordinated, or junior in interest, to any other obligations of Borrower.

 

(d)              Filings to Perfect Security. The Secured Party will (and is hereby authorized to) file with any filing office such financing statements, amendments, addenda, continuations, terminations, assignments and other records (whether or not executed by Borrower) to perfect and to maintain perfected security interests in the Collateral by the Secured Party, whereby (a) promptly upon the execution of this Agreement, a Financing Statement on Form UCC-1 (the “Financing Statement’’) shall be filed with the Nevada Secretary of State on behalf of the Secured Party with respect to the Collateral; The Financing Statement shall designate the Secured Party as a Secured Party and Borrower as the debtor, shall identify the security interest in the Collateral, and contain any other items required by law. The Financing Statement shall contain a description of collateral consistent with the description set forth herein and shall not describe the collateral as “all assets” or “all personal property.”

 

 

1 | Page

Altair International Corp Security Agreement

 

 

3.                Transfers and Other Liens. Except as set forth herein or in the Note, Borrower shall not, without the prior written consent of the Secured Party, at its sole and absolute discretion:

 

(a)              Sell, transfer, assign, or dispose of (by operation of law or otherwise), any of the Collateral outside of the ordinary course of business.

 

(b)              Create or suffer to exist any lien, security interest, or other charge or encumbrance upon or with respect to any of the Collateral, except the security interests created hereby; or

 

(c)              Permit any of the Collateral to be levied upon under any legal process.

 

4.                Representations and Warranties. Borrower hereby represents and warrants to the Secured Party as follows: (a) the Borrower is the owner of the Collateral (or, in the case of after-acquired Collateral, at the time Borrower acquires rights in the Collateral, will be the owner thereat) and that, except as expressly provided herein, no other person has (or, in the case of after-acquired Collateral, at the time Borrower acquires rights therein, will have) any right, title, claim or interest (by way of Lien or otherwise) in, against or to the Collateral; (b) except as expressly provided herein, upon the filing of a Financing Statement with the Nevada Secretary of State, the Secured Party (or in the case of after-acquired Collateral, at the time Borrower acquires rights therein, will have) will have a perfected security interest in the Collateral to the extent that a security interest in the Collateral can be perfected by such filing; (c) Borrower has full power and authority to enter into the transactions provided for in this Agreement and the Loan Agreement and the Note; (d) this Agreement and the Note, when executed and delivered by Borrower, will constitute the legal, valid and binding obligations of Borrower enforceable in accordance with their terms; (e) the execution and delivery by Borrower of this Agreement and Loan Agreement and the Note and the performance and consummation of the transactions contemplated hereby and thereby do not and will not violate Borrower’s Certificate of Incorporation or Bylaws or any material judgment, order, writ, decree, statute, rule or regulation applicable to Borrower (f) there does not exist any default or violation by Borrower of or under any of the terms, conditions or obligations of (i) any indenture, mortgage, deed of trust, franchise, permit, contract, agreement, or other instrument to which Borrower is a party or by which Borrower is bound, or (ii) any law, ordinance, regulation, ruling, order, injunction, decree, condition or other requirement applicable to or imposed upon Borrower by any law, the action of any court or any governmental authority or agency; and the execution, delivery and performance of this Agreement will not result in any such default or violation; (g) there is no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand pending or, threatened which adversely affects Borrower’ s business or financial condition and there is no basis known to Borrower for any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand which could result in the same; and (h) this Agreement and the Loan Agreement and the Note do not contain any untrue statement of material fact or omit to state a material fact necessary in order to make the statements contained in this Agreement and the Loan Agreement and the Note not misleading.

 

 

2 | Page

Altair International Corp Security Agreement

 

 

5.                Events of Default. For purposes of this Agreement, the term “Event of Default” shall mean and refer to any of the following:

 

(a)              Failure of Borrower to perform or observe any covenant set forth in this Agreement, or to perform or observe any other term, condition, covenant, warranty, agreement, or other provision contained in this Agreement, the Loan Agreement, or the Note, where such failure continues for five (5) days after receipt of written notice from the Secured Party specifying such failure.

 

(b)              Any representation or warranty made or furnished by Borrower in writing in connection with this Agreement, the Loan Agreement and the Note or any statement or representation made in any certificate, report or opinion delivered pursuant to this Agreement or in connection with this Agreement is false, incorrect, or incomplete in any material respect at the time it is furnished; or

 

(c)              Occurrence of any other Event of Default as defined in the Note or the Loan Agreement.

 

6.                Remedies. Upon the occurrence and during the continuance of an Event of Default (subject to the notice and cure provisions provided for herein, if any), the Secured Party shall have the rights of a secured creditor under the Uniform Commercial Code of the applicable jurisdiction, all rights granted by the Note, the Loan Agreement and this Security Agreement and by law, including the right to require Borrower to assemble the Collateral and make it available to the Secured Party at a place to be designated by Borrower. The rights and remedies provided in this Agreement, the Loan Agreement and the Note are cumulative and may be exercised independently or concurrently and are not exclusive of any other right or remedy provided at law or in equity. No failure to exercise or delay by the Secured Party in exercising any right or remedy under this Agreement or the Loan Agreement or the Note shall impair or prohibit the exercise of any such rights or remedies in the future or be deemed to constitute a waiver or limitation of any such right or remedy or acquiescence therein. Every right and remedy granted to the Secured Party under this Agreement, the Loan agreement, and the Note or by law or in equity may be exercised by the Secured Party at any time and from time to time.

 

7.                Further Assurances. Borrower agrees that, from time to time, at its own expense, it will:

 

(a)              Protect and defend the Collateral against all claims and demands of all persons at any time claiming the same or any interest therein and preserve and protect Secured Party’s security interest in the Collateral.

 

(b)              Promptly execute and deliver to Secured Party all instruments and documents, and take all further action necessary or desirable, as any Secured Party may reasonably request to (i) continue, perfect, or protect any security interest granted or purported to be granted hereby, and (ii) enable Secured Party to exercise and enforce any of Secured Party’s rights and remedies hereunder with respect to any Collateral.

 

(c)              Permit Secured Party’s representatives to inspect and make copies of all books and records relating to the Collateral, wherever such books and records are located, and to conduct an audit relating to the Collateral at any reasonable time or times.

 

 

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Altair International Corp Security Agreement

 

 

8.                Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be:

 

  If to the Borrower, to:
 
ALTAIR INTERNATIONAL CORP
Attn: Leonard Lovallo, CEO
322 North Shore Drive
Building 1B, Suite 200
Pittsburgh, PA 15212
 
  If to the Secured Party:
 
EROP ENTERPRISES LLC
912 Holcomb Bridge Road
Suite 101
Roswell, Georgia 30076
Attn: Vince Sbarra, President
Email: Manager@eroppfund.com

 

9.                Amendments and Waivers. No modification, amendment, or waiver of neither any provision of, or consent required by, this Agreement, nor any consent to any departure here from, shall be effective unless it is in writing and signed by each of the parties hereto. Such modification, amendment, waiver, or consent shall be effective only in the specific instance and for the purpose for which given.

 

10.              Exclusivity and Waiver of Rights. No failure to exercise and no delay in exercising on the part of any party, any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other right, power, or privilege. The rights and remedies herein provided are cumulative and are not exclusive of any other rights or remedies provided by law.

 

11.              Invalidity. Any term or provision of this Agreement shall be ineffective to the extent it is declared invalid or unenforceable, without rendering invalid or enforceable the remaining terms and provisions of this Agreement.

 

 

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Altair International Corp Security Agreement

 

 

12.              Headings. Headings used in this Agreement are inserted for convenience only and shall not affect the meaning of any term or provision of this Agreement.

 

13.              Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original instrument, but all of which collectively shall constitute one and the same agreement.

 

14.              Assignment. This Agreement and the rights and obligations hereunder shall not be assignable or transferable by the Borrower without the prior written consent of Secured Party, at their sole and absolute discretion.

 

15.              Survival. Unless otherwise expressly provided herein, all representations warranties, agreements and covenants contained in this Agreement shall survive the execution hereof and shall remain in full force and effect until the payment in full of the Note.

 

16.              Miscellaneous. This Agreement shall inure to the benefit of each of the parties hereto and all their respective successors and permitted assigns. Nothing in this Agreement is intended or shall be construed to give to any other person, firm, or corporation any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained.

 

17.              Governing Law.

 

(a)              This Agreement together with any other transaction documents, shall be delivered and accepted in and shall be deemed to be contracts made under and governed by the internal laws of the State of Nevada, and for all purposes shall be construed in accordance with the laws of such State, without giving effect to the choice of law provisions of such state.

 

(b)              Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the state courts or federal courts located in the state of Nevada. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The Borrower and the Secured Party waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. If any provision of this Agreement or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform to such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement, the Note, or the Loan Agreement, by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

 

 

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Altair International Corp Security Agreement

 

 

18.              Entire Agreement. This Agreement, together with the Loan Agreement and the Note, contains the entire agreement among the parties with respect to the transactions contemplated by this Agreement and supersedes all prior agreements or understandings among the parties with respect to the subject matter hereof.

 

[SIGNATURE PAGE(S) FOLLOW]

 

 

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Altair International Corp Security Agreement

 

 

IN WITNESS WHEREOF, this Agreement has been executed as of the date first set written above.

 

 

ALTAIR INTERNATIONAL CORP. 
 
 
By: /s/ Leonard Lovallo  
Name: Leonard Lovallo  
Title: President & CEO  
    Altair International Corp  

 

EROP ENTERPRISES, LLC (Lender)
 
 
 
By: /s/ Vince Sbarra  
Name: Vince Sbarra  
Title: President  

 

 

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Altair International Corp Security Agreement

 

 

Exhibit A

 

Collateral

 

Borrower hereby grants, pledges, and assigns for the benefit of each Secured Party, and there is hereby created in favor of the Secured Party, a security interest in and to all of Borrower’s right, title, and interest in, to:

 

The Walker Ridge Claims and Project

 

 

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Altair International Corp Loan Agreement