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 __, 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 GROUP, INC.
By: _______________________________
Xxxx Xxxxxxx, Chief Executive Officer
CRESTVIEW CAPITAL MASTER, LLC
By: ________________________________
Name: ______________________________
Title: _______________________________
MIDSUMMER INVESTMENT, LTD.
By Midsummer Capital, LLC, Investment Manager
By: ________________________________
Name: ______________________________
Title: _______________________________
SPONSOR INVESTMENTS, LLC
By Herakles Investments, Inc., Managing Member
By: _____________________________________
Name: ___________________________________
Title: ____________________________________
OPUS 5949 LLC
By Xxxxxxx VPC, Inc., Managing Member
By: ________________________________
Name: ______________________________
Title: _______________________________
TOIBB INVESTMENT LLC
By Toibb Management LLC, Manager
By: ________________________________
Name: ______________________________
Title: __ _____________________________
XXXXXXX XXXXX, Individually
_______________________________
XXXXX X. AND XXXXXX X. XXXXXXX
LIVING TRUST
By:_________________________________
_________________________________
Names: ______________________________
_______________________________
Titles: _______________________________
ASTRAEA INVESTMENT MANAGEMENT, L.P.
By:_________________________________
Name: ______________________________
Title: _______________________________
BIG BEND XI INVESTMENTS, LTD.
By:_________________________________
Name: ______________________________
Title: _______________________________
HLT FFT, LLC
By Toibb Management LLC, Manager
By:_________________________________
Name: ______________________________
Title: _______________________________
HERAKLES INVESTMENTS, INC.
By:_________________________________
Name: ______________________________
Title: _______________________________
ISLANDIA, LP
By Xxxx Xxxx, Inc., General Partner
By:_________________________________
Name: ______________________________
Title: _______________________________
XXXXXXX XXXXXXX, Individually
____________________________________
ENABLE GROWTH PARTNERS, LP
By:_________________________________
Name: ______________________________
Title: _______________________________
ENABLE OPPORTUNITY PARTNERS, LP
By:_________________________________
Name: ______________________________
Title: _______________________________
XXXXXX DIVERSIFIED STRATEGY
MASTER FUND LLC, ENA
By:_________________________________
Name: ______________________________
Title: _______________________________
XXXXXXXXXXX XXXXXXXX, Individually
_________________________________
XXXXXXX XXXXXX, Individually
_________________________________
XXXXXXX XXXXXX, Individually
_________________________________
XXXXX XXXXXXX, Individually
_________________________________
XXX XXXX, Individually
_________________________________
XXXXX XXXXXXX, Individually
_________________________________
XXXX X. XXXXXX, Individually
_________________________________
XXXX XXXXXXXXX, Individually
_________________________________
XXX XXXX SIANG, Individually
_________________________________
