EXHIBIT 99.23
WAIVER AND AMENDMENT OF THIRD AMENDED AND
RESTATED REGISTRATION RIGHTS AGREEMENT
This Waiver and Amendment of Third Amended and Restated Registration Rights
Agreement (the "Waiver") is made as of March 7, 2007, among North American
Technologies Group, Inc., a Delaware corporation (the "Company"), and the
stockholders listed on the signature page hereto (each individually a
"Stockholder" and collectively the "Stockholders").
RECITALS
WHEREAS, the Stockholders or their affiliates have acquired either shares
of the Company's common stock, par value $.001 per share (the "Common Stock"),
or securities convertible into shares of Common Stock (collectively, the
"Shares"), from the Company;
WHEREAS, in order to induce the Stockholders or their affiliates to acquire
the Shares, the Company has agreed to provide the Stockholders with certain
rights to register the sale of the Shares with the Securities and Exchange
Commission ("SEC") as provided in that certain Third Amended and Restated
Registration Rights Agreement (the "RRA") among the Company and the Stockholders
(capitalized terms used but not defined herein have the meanings ascribed to
them in the RRA); and
WHEREAS, in order to enable the Company to obtain financing in the amount
of at least $11.6 million (the "Financing") and to grant to the lender in the
Financing a prior right to register the shares of Common Stock or securities
convertible into shares of Common Stock received by it in the Financing (the
"Lender Securities"), the Stockholders have agreed not to exercise certain of
their registration rights under the RRA for the period and on the terms and
conditions set forth herein;
NOW, THEREFORE, in consideration of the promises and the mutual agreements
herein contained, the Stockholders and the Company hereby agree as follows:
1. AMENDMENT AND WAIVER. In accordance with the provisions of Section 10(c)
of the RRA, each of the Company, the Initiating Holders, and the holders of a
majority of the Registrable Securities hereby evidence their agreement and
consent to the waiver of their rights under, and the amendment of, the RRA in
the following respects:
(a) The Stockholders agree not to exercise any of their rights under
Section 1 of the RRA for a two year period beginning upon the consummation of
the Financing and ending on the second anniversary of such date; provided,
however, such period shall terminate in any event no later than October 31, 2009
(the "Restricted Period").
(b) Section 2(e) of the RRA shall be amended to provide that, during the
Restricted Period, if the Company has previously filed a registration statement
with respect to the Lender Securities, and if such registration has not been
withdrawn or abandoned, the Company shall not file or cause to be effected any
other registration of any of its equity securities or securities convertible or
exchangeable into or exercisable for its equity securities under the Securities
Act (except on Form S-8 or any successor form), whether on its own behalf or at
the request of any
holder or holders of such securities, until a period of at least 90 days
has elapsed from the effective date of such previous registration; and
(c) Section 8 of the RRA shall be amended to provide that, during the
Restricted Period, no Holder shall effect any public sale, public distribution
(including sales pursuant to Rule 144 under the Securities Act), or public
offering of any Holder's shares or of any other capital stock or equity
securities of the Company, or any securities convertible into or exchangeable or
exercisable for such stock or securities, during the seven days before and the
180-day period or other period designated by the underwriter after the effective
date of an underwritten public offering or a secondary offering of the Lender
Securities (except as part of any such registration), unless the underwriters
managing such registration agree otherwise in writing;
2. LIMITATIONS. The waiver agreed to herein is strictly limited to the
matters specified in Section 1 hereof and shall not extend nor be deemed to
extend to any other grant of rights or the entry into and performance of any
other agreement prohibited by the RRA, and shall not impair, restrict or limit
any right or remedy of the Stockholders under the RRA.
3. EFFECTIVENESS. Except as specifically amended herein, the terms,
provisions and conditions of the RRA shall remain in full force and effect. This
Waiver shall be effective from and after the date the Financing is consummated
and shall be enforceable against the signatories hereto (presuming the
consummation of the Financing) upon execution and delivery hereof by the parties
required for the effective amendment of the RRA pursuant to Section 10(c) of the
RRA.
4. COUNTERPARTS. This Waiver may be executed in any number of counterparts,
each of which shall be an original, but all of which taken together shall
constitute one and the same agreement. Delivery of an executed counterpart of
this Waiver by facsimile shall have the same force and effect as the delivery of
an original executed counterpart of this Waiver.
5. SUCCESSORS AND ASSIGNS. All covenants and agreements in this Waiver by
or on behalf of any of the parties hereto shall bind and inure to the benefit of
their respective successors and assigns.
6. GOVERNING LAW. The corporate law of the State of Delaware shall govern
all issues and questions concerning the relative rights and obligations of the
Company and the Stockholders. All other issues and questions concerning the
construction, validity, interpretation and enforcement of this Waiver shall be
governed by, and construed in accordance with, the laws of the State of New
York, without giving effect to any choice of law or conflict of law rules or
provisions (whether of the State of New York or any other jurisdiction) that
would cause the application of the laws of any jurisdiction other than the State
of New York.
[Signatures appear on the following page]
IN WITNESS WHEREOF, the parties have executed this Waiver and Amendment to
Third Amended and Restated Registration Rights Agreement as of the date first
written above.
NORTH AMERICAN TECHNOLOGIES CRESTVIEW CAPITAL MASTER, LLC
GROUP, INC.
By: /s/ Xxxx Xxxxxxx
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Xxxx Xxxxxxx, Chief Executive Officer By:
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Name:
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Title:
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MIDSUMMER INVESTMENT, LTD. SPONSOR INVESTMENTS, LLC
By Midsummer Capital, LLC, Investment By Herakles Investments, Inc.,
Manager Managing Member
By: By:
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Name: Name:
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Title: Title:
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OPUS 5949 LLC TOIBB INVESTMENT LLC
By Xxxxxxx VPC, Inc., Managing Member By Toibb Management LLC, Manager
By: By:
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Name: Name:
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Title: Title:
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XXXXX X. AND XXXXXX X. XXXXXXX
XXXXXXX XXXXX, INDIVIDUALLY LIVING TRUST
By:
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Names:
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Title:
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ASTRAEA INVESTMENT
MANAGEMENT, L.P.
BIG BEND XI INVESTMENTS, LTD.
By: By:
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Name: Name:
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Title: Title:
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HLT FFT, LLC HERAKLES INVESTMENTS, INC.
By Toibb Management LLC, Manager
By: By:
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Name: Name:
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Title: Title:
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ISLANDIA, LP XXXXXXX XXXXXXX, INDIVIDUALLY
BY XXXX XXXX, INC., GENERAL PARTNER
By: -------------------------------
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Name:
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Title:
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ENABLE GROWTH PARTNERS, LP
BY:
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NAME:
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TITLE:
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ENABLE OPPORTUNITY PARTNERS, XX XXXXXX DIVERSIFIED STRATEGY
MASTER FUND LLC, ENA
By: By:
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Name: Name:
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Title: Title:
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XXXXXXXXXXX XXXXXXXX, INDIVIDUALLY XXXXXXX XXXXXX, INDIVIDUALLY
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XXXXXXX XXXXXX, INDIVIDUALLY XXXXX XXXXXXX, INDIVIDUALLY
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XXX XXXX, INDIVIDUALLY XXXXX XXXXXXX, INDIVIDUALLY
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XXXX X. XXXXXX, INDIVIDUALLY XXXX XXXXXXXXX, INDIVIDUALLY
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XXX XXXX SIANG, INDIVIDUALLY
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