SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 6th, 2006 • North American Technologies Group Inc /Mi/ • Industrial organic chemicals • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 28, 2005 among North American Technologies Group, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
COMMON STOCK PURCHASE WARRANT To Purchase Shares of Common Stock of NORTH AMERICAN TECHNOLOGIES GROUP, INC.Common Stock Purchase Warrant • January 6th, 2006 • North American Technologies Group Inc /Mi/ • Industrial organic chemicals
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the three year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from North American Technologies Group, Inc., a Delaware corporation (the “Company”), up to shares (the “Warrant Shares”) of Common Stock, par value $0.001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
7% CONVERTIBLE DEBENTURE DUE DECEMBER 31, 2006North American Technologies Group Inc /Mi/ • January 6th, 2006 • Industrial organic chemicals • New York
THIS 7% CONVERTIBLE DEBENTURE is one of a series of duly authorized and issued 7% Convertible Debentures of North American Technologies Group, Inc., a Delaware corporation, having a principal place of business at 14315 West Hardy Road, Houston, TX 77060 (the “Company”), designated as its 7% Convertible Debenture, due December 31, 2006 (this debenture, the “Debenture” and collectively with the other such series of debentures, the “Debentures”).
SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 6th, 2006 • North American Technologies Group Inc /Mi/ • Industrial organic chemicals • New York
This Second Amended and Restated Registration Rights Agreement (as amended, this “Agreement”) is made as of December 28, 2005, among North American Technologies Group, Inc., a Delaware corporation (the “Company”), and the stockholders listed on Exhibit A hereto (each individually a “Stockholder” and collectively the “Stockholders”).
SECOND AMENDMENT TO CONSTRUCTION LOAN AGREEMENTTo Construction Loan Agreement • January 6th, 2006 • North American Technologies Group Inc /Mi/ • Industrial organic chemicals • Texas
This SECOND AMENDMENT TO CONSTRUCTION LOAN AGREEMENT (this “Agreement”), dated as of December 29, 2005, is entered into by and among the following parties:
CUSTODIAL AND SECURITY AGREEMENTCustodial and Security Agreement • January 6th, 2006 • North American Technologies Group Inc /Mi/ • Industrial organic chemicals • New York
THIS CUSTODIAL AND SECURITY AGREEMENT (this “Agreement”) is made as of December 28, 2005, by and among North American Technologies Group, Inc., a Delaware corporation with an address at 14315 West Hardy Road, Houston, TX 77060 (the “Company”), the purchasers signatory hereto (each individually, a “Purchaser,” and collectively, the “Purchasers”), and Feldman Weinstein LLP, , as custodial agent for and for the benefit of the Purchasers, with an address at 420 Lexington Avenue, Suite 2620, New York, New York 10170 (the “Custodian”). Capitalized terms used but not defined herein shall have the meanings set forth in the Securities Purchase Agreement referred to in the first recital.
