0001193125-06-255061 Sample Contracts

COMMON STOCK PURCHASE WARRANT To Purchase Shares of Common Stock of NORTH AMERICAN TECHNOLOGIES GROUP, INC.
North American Technologies Group Inc /Tx/ • December 18th, 2006 • 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 54 month 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).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 18th, 2006 • North American Technologies Group Inc /Tx/ • Industrial organic chemicals • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of September 15, 2006 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”).

THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 18th, 2006 • North American Technologies Group Inc /Tx/ • Industrial organic chemicals • New York

This Third Amended and Restated Registration Rights Agreement (as amended, this “Agreement”) is made as of September 15, 2006, 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”).

THIRD AMENDMENT TO CONSTRUCTION LOAN AGREEMENT
Construction Loan Agreement • December 18th, 2006 • North American Technologies Group Inc /Tx/ • Industrial organic chemicals • Texas

This THIRD AMENDMENT TO CONSTRUCTION LOAN AGREEMENT (this “Agreement”), dated as of September 18, 2006, is entered into by and among the following parties:

CONSENT, WAIVER and AMENDMENT September 15, 2006
North American Technologies Group Inc /Tx/ • December 18th, 2006 • Industrial organic chemicals

TO: North American Technologies Group, Inc. (“NATK”) and the Purchasers of NATK Debentures and Warrants Pursuant to that certain Securities Purchase Agreement dated September 15, 2006 (the “2006 Agreement”)

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