0001193125-07-029401 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 13th, 2007 • North American Technologies Group Inc /Tx/ • Industrial organic chemicals • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of January 12, 2007 between North American Technologies Group, Inc., a Delaware corporation (the “Company”), and WD Partners I, LP (“Purchaser”).

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COMMON STOCK PURCHASE WARRANT To Purchase 847,458 Shares of Common Stock of NORTH AMERICAN TECHNOLOGIES GROUP, INC.
North American Technologies Group Inc /Tx/ • February 13th, 2007 • Industrial organic chemicals

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, WD Partners I, LP (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 847,458 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).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 13th, 2007 • North American Technologies Group Inc /Tx/ • Industrial organic chemicals • New York

This Registration Rights Agreement (this “Agreement”) is made as of January 12, 2007, among North American Technologies Group, Inc., a Delaware corporation (the “Company”), and WD Partners I, LP (the “Stockholder”).

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