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EXHIBIT 10.5
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).
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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.
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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/ Authorized Officer
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SUFFICIENT MANAGEMENT HOLDERS:
/s/ Xxx X. Xxxxxxxxxx
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Name: Xxx X. Xxxxxxxxxx
/s/ Xxxxxx Xxxxxx Xxxxxxx
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Name: Xxxxxx Xxxxxx Xxxxxxx
/s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
/s/ Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxx
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SUFFICIENT INVESTOR HOLDERS:
NATIONSBANC CAPITAL CORPORATION,
a Texas corporation
By: /s/ Xxxxxxx X. Xxxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxxx
Title: Senior Vice President
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X. XXXXXX & PARTNERS - 1993 L.P.
By: X. Xxxxxx & Co., Inc.
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx, President & CEO
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THE CCG CHARITABLE REMAINDER
UNITRUST #1
By: CCG Venture Partners, LLC
By: /s/ Xxxx X. Xxxxxxx, Manager
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Xxxx X. Xxxxxxx, Manager
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XXXXXXXX INTERESTS, LTD.
By: /s/ Xx Xxxxxx
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Xx Xxxxxx, Attorney-in-Fact
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XXXXXX X. XXXX
/s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx
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ESTATE OF XXXXXXX X. HELIS,
A LOUISIANA PARTNERSHIP
By: /s/ Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx, General Agent
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XXXXXX CAPITAL INVESTORS, L.P.
By: /s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx, General Partner
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XXXXXX PARTNERS, A LIMITED PARTNERSHIP
By: /s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx, General Partner
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THE XXXXX PARTNERSHIP II, LTD.
By: Xxxxxxxxxxx X. Xxxxx,
member of the General Partner,
Xxxxx Ventures, LLC
/s/ Xxxxxxxxxxx X. Xxxxx
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Xxxxxxxxxxx X. Xxxxx
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XXXXXXXXX X. XXXXX
By: /s/ Xxxxxxxxxxx X. Xxxxx
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Xxxxxxxxxxx X. Xxxxx
Attorney-in Fact
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THE PARADE FUND
By: /s/ X. X. Xxxxxxxx, III
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Name: X. X. Xxxxxxxx, III
Title: Managing Partner
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XXXXXX X. XXXXXXXX
By: /s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
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XXXXXXX X. XXXX
/s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx, Attorney and
Agent-in-Fact for Xxxxxxx X. Xxxx
