EXHIBIT 10.30
NORTH AMERICAN TECHNOLOGIES GROUP, INC.
AMENDMENT NO. 2 TO STOCKHOLDERS' AGREEMENT
------------------------------------------
This Amendment No. 2 to Stockholders' Agreement (this "Amendment") is made
and entered into by and among North American Technologies Group, Inc., a
Delaware corporation (the "Company"), the Management Stockholders holding at
least a majority of the outstanding shares of Common Stock held by the
Management Stockholders (the "Sufficient Management Holders") and the Investors
holding at least a majority of the outstanding shares of Common Stock,
Cumulative Convertible Preferred Stock, Series F and Warrants (counted on an as-
converted into Common Stock basis) held by the Investors (the "Sufficient
Investor Holders"). Capitalized terms used herein and not otherwise defined
herein shall have the meanings ascribed thereto in the Stockholders' Agreement
dated as of April 5, 1996, as amended by Amendment No. 1 to the Stockholders'
Agreement (the "Agreement").
WITNESSETH:
-----------
WHEREAS, Section 12 of the Agreement allows the Agreement to be amended by
a writing signed by the Company, the Sufficient Management Holders and the
Sufficient Investor Holders;
WHEREAS, in connection with the designation and sale of the Company's
Convertible Cumulative Preferred Stock, Series G (the "Series G Shares"), the
parties deem it advisable to amend certain provisions of the Agreement; and
WHEREAS, the parties hereto acknowledge that, but for their willingness to
enter into this Amendment, the sale of the Series G Shares would not occur and
that this Amendment is a condition to the occurrence of the issuance of the
Series G Shares.
NOW, THEREFORE, for and in consideration of the premises and the mutual
agreements and convenants contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:
1. ADDITIONAL PARTIES. The persons identified on Exhibit 1 hereto, and
such Additional Investors, as such term is defined in the Stock Purchase
Agreement dated as of March 31, 1997 by and between the Company and the other
signatories thereto, shall be parties to the Agreement and shall be included
within the definition of "Investors."
2. AMENDMENT TO RECITAL A. Recital A of the Agreement is hereby deleted
and is amended to read in its entirety as follows:
"A. Each of the Stockholders is now or may hereafter be the owner of
shares of the Company's Common Stock, $.001 par value per share (the
"Common Stock"), Series F Preferred Stock, $.001 par value per share,
Series G Preferred Stock, $.001 par value per share (collectively the
"Preferred Stock"), and/or Warrants (as defined herein).
3. AMENDMENT TO RECITAL B. Recital B of the Agreement is hereby deleted
and is amended to read in its entirety as follows:
"B. The Investors and the Company are parties to (i) that certain
Stock and Warrant Purchase Agreement, dated as of April 5, 1996 (the
"Purchase Agreement"); and/or (ii) that certain Stock Purchase
Agreement, dated as of March 31, 1997 (the "Series G Purchase
Agreement")."
4. AMENDMENT TO SECTION 4(A). Section 4(a) of the Agreement is hereby
deleted and is amended to read in its entirety as follows:
"(a) Investor Nominees. For so long as the Investors and the
Investors' Permitted Transferees or Permitted Assignees own any shares
of Preferred Stock, the Company agrees to nominate to, and the
Management Stockholders and their Permitted Transferees agree to use
their best efforts to cause to be elected to, the Company's Board of
Directors, such designees as are provided for in Section 4.11 of the
Series G Purchase Agreement."
5. EFFECTIVE DATE. The terms of this Amendment shall be effective as of
March 31, 1997.
6. COUNTERPARTS. This Amendment may be signed in any number of
counterparts, each of which when so executed and delivered shall be an original,
but all of which such counterparts shall together constitute one and the same
instrument.
7. NO OTHER CHANGE. Except as provided for herein, the Agreement shall
remain unchanged.
2
IN WITNESS WHEREOF, this Amendment No. 2 to Stockholders' Agreement has been
duly executed by the undersigned as of this 31st day of March, 1997.
THE COMPANY:
NORTH AMERICAN TECHNOLOGIES
GROUP, INC.
By: /s/ Xxx X. Xxxxxxxxxx
----------------------------
Name: Xxx X. Xxxxxxxxxx
--------------------------
Title: President
-------------------------
3
SUFFICIENT MANAGEMENT HOLDERS:
/s/ Xxx X. Xxxxxxxxxx
---------------------
Name: Xxx X. Xxxxxxxxxx
/s/ Xxxxxx Xxxxxx Xxxxxxx
-------------------------
Name: Xxxxxx Xxxxxx Xxxxxxx
/s/ Xxxxx X. Xxxxxxx
--------------------
Name: Xxxxx X. Xxxxxxx
/s/ Xxxxxxx X. Xxxx
-------------------
Name: Xxxxxxx X. Xxxx
4
SUFFICIENT INVESTOR HOLDERS:
NATIONSBANC CAPITAL CORPORATION,
a Texas corporation
By: /s/ Xxxxxxx X. Xxxxxxxxxx
-------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Senior Vice President
5
X. XXXXXX & PARTNERS - 1993 L.P.
By: X. Xxxxxx & Co., Inc.
By: /s/ Xxxxxx X. Xxxxxx
--------------------
Xxxxxx X. Xxxxxx, President & CEO
6
THE CCG CHARITABLE REMAINDER UNITRUST #1
By: CCG Venture Partners, LLC
By: /s/ Xxxx X. Xxxxxxx
-------------------
Xxxx X. Xxxxxxx, Manager
7
XXXXXXXX INTERESTS, LTD.
By: /s/ Xx Xxxxxx
-------------
Xx Xxxxxx, Attorney-in-Fact
8
XXXXXX X. XXXX
/s/ Xxxxxx X. Xxxx
------------------
Xxxxxx X. Xxxx
9
ESTATE OF XXXXXXX X. HELIS,
A LOUISIANA PARTNERSHIP
By: /s/ Xxxxx X. Xxxxxxxx
---------------------
Xxxxx X. Xxxxxxxx, General Agent
10
XXXXXX CAPITAL INVESTORS, L.P.
By: /s/ Xxxxxx Xxxxxx
-----------------
Xxxxxx Xxxxxx, General Partner
11
XXXXXX PARTNERS, A LIMITED PARTNERSHIP
By: /s/ Xxxxxx Xxxxxx
-----------------
Xxxxxx Xxxxxx, General Partner
12
THE XXXXX PARTNERSHIP II, LTD.
By: Xxxxxxxxxxx X. Xxxxx,
member of the General Partner,
Xxxxx Ventures, LLC
/s/ Xxxxxxxxxxx X. Xxxxx
------------------------
Xxxxxxxxxxx X. Xxxxx
13
XXXXXXXXX X. XXXXX
By: /s/ Xxxxxxxxxxx X. Xxxxx
------------------------
Xxxxxxxxxxx X. Xxxxx
Attorney-in Fact
14
THE PARADE FUND
By: /s/ X. X. Xxxxxxxx, III
-----------------------
Name: X. X. Xxxxxxxx, III
Title: Managing Partner
15
XXXXXX X. XXXXXXXX
By: /s/ Xxxxxx X. Xxxxxxxx
----------------------
Xxxxxx X. Xxxxxxxx
16
XXXXXXX X. XXXX
/s/ Xxxxxx X. Xxxx
------------------
Xxxxxx X. Xxxx, Attorney and
Agent-in-Fact for Xxxxxxx X. Xxxx
17
