EXHIBIT 10.32
STOCK PURCHASE AGREEMENT FOR AN ADDITIONAL CLOSING
Reference is hereby made to that certain Stock Purchase Agreement (the
"Purchase Agreement"), dated as of March 31, 1997, by and among North American
Technologies Group, Inc., a Delaware corporation (the "Company"), its operating
subsidiaries, EET Holdings, Inc. (formerly known as "EET, Inc."), NATK IPF, Inc.
(formerly known as "Industrial Pipe Fittings, Inc."), GAIA Technologies, Inc.
and NATK RII, Inc. (formerly known as "Riserclad International, Inc."),
NationsBanc Capital Corporation and certain other Investors. Capitalized terms
used and not otherwise defined herein shall have the meanings ascribed thereto
in the Purchase Agreement.
The Purchase Agreement provides that, subject to the terms thereof, the
Company may sell and issue additional shares of Subseries of Series G Shares to
Additional Investors. The parties hereto, intending to be legally bound hereby,
agree as follows:
1. Purchase of Subseries II Shares. At the Additional Closing, the
Additional Investors signatory hereto shall purchase the number of shares of
Series G Shares, Subseries II (the "Subseries II Shares") set forth on Exhibit 2
hereto.
2. Joinder of Additional Investors. Any Additional Investor who is not
already a party to the Purchase Agreement hereby agrees to the Purchase
Agreement and to be bound thereby as if originally a party thereto.
3. Representations and Warranties Continue to be True. The
representations and warranties of the parties hereto continue to be true and
correct as of the date hereof, except as disclosed on the Schedules attached
hereto.
4. Continuing Validity of Purchase Agreement. Except as modified hereby
and by the Partial Waiver and Consent of the Series F Preferred and Series G
Preferred Holders dated as of March 26, 1998, the Purchase Agreement is in full
force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Stock Purchase
Agreement as of May 21, 1998.
THE COMPANY:
NORTH AMERICAN TECHNOLOGIES
GROUP, INC.
By: /s/ Xxx X. Xxxxxxxxxx
-------------------------------
Name: Xxx X. Xxxxxxxxxx
-----------------------------
Title: President
OPERATING SUBSIDIARIES:
EET HOLDINGS, INC. (formerly known as "EET, Inc.")
By: /s/ Xxx X. Xxxxxxxxxx
--------------------------------
Xxx X. Xxxxxxxxxx, President
Address for notices:
0000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxxx, Xxxxx 00000
Telephone: (000) 000-0000 Telecopy: (000) 000-0000
Attention: Xxx X. Xxxxxxxxxx
NATK IPF, INC.
(formerly known as "Industrial Pipe Fittings,
Inc.")
By: /s/ Xxx X. Xxxxxxxxxx
---------------------------------
Xxx X. Xxxxxxxxxx, President
Address for notices:
0000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxxx, Xxxxx 00000
Telephone: (000) 000-0000 Telecopy: (000) 000-0000
Attention: Xxx X. Xxxxxxxxxx
GAIA TECHNOLOGIES, INC.
By: /s/ Xxx X. Xxxxxxxxxx
-----------------------------------
Xxx X. Xxxxxxxxxx, Vice President
Address for notices:
0000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxxx, Xxxxx 00000
Telephone: (000) 000-0000 Telecopy: (000) 000-0000
Attention: Xxx X. Xxxxxxxxxx
NATK RII, INC.
(formerly known as "Riserclad International,
Inc.")
By: /s/ Xxx X. Xxxxxxxxxx
----------------------
Xxx X. Xxxxxxxxxx, President
Address for notices:
0000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxxx, Xxxxx 00000
Telephone: (000) 000-0000 Telecopy: (000) 000-0000
Attention: Xxx X. Xxxxxxxxxx
TIETEK, INC.
By: /s/ Xxx X. Xxxxxxxxxx
----------------------
Xxx X. Xxxxxxxxxx, Vice President
Address for notices:
0000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxxx, Xxxxx 00000
Telephone: (000) 000-0000 Telecopy: (000) 000-0000
Attention: Xxx X. Xxxxxxxxxx
NATIONSBANC CAPITAL CORPORATION,
a Texas corporation
By: /s/ Xxxxxxx X. Xxxxxxxxxx
--------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Senior Vice President
AEON MANAGEMENT ESTABLISHMENT
By: /s/ Dr iur Xxxx Xxxxxxxxxx
---------------------------
Name: Dr iur Xxxx Xxxxxxxxxx
Title: Managing Director
XXXXX X. XXXXXXXX, TRUSTEE OF THE XXXXX X.
XXXXXXXX TESTAMENTARY TRUST UNDER THE LAST WILL
AND TESTAMENT OF XXX X. XXXXXXXX, XX.
By: /s/ Xxxxx X. Xxxxxxxx
----------------------
Name: Xxxxx X. Xxxxxxxx
XXXXX X. XXXXXXX
By: /s/ Xxxxx X. Xxxxxxx
--------------------
Name: Xxxxx X. Xxxxxxx
