0001193125-07-183916 Sample Contracts

COMMON STOCK PURCHASE WARRANT NORTH AMERICAN TECHNOLOGIES GROUP, INC.
North American Technologies Group Inc /Tx/ • August 15th, 2007 • 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 four 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. 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 • August 15th, 2007 • North American Technologies Group Inc /Tx/ • Industrial organic chemicals • Texas

This Securities Purchase Agreement (this “Agreement”) is dated as of July 24, 2007 between 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”).

8% CONVERTIBLE DEBENTURE DUE JULY 30, 2010
North American Technologies Group Inc /Tx/ • August 15th, 2007 • Industrial organic chemicals • Texas

THIS 8% Convertible Debenture is one of a series of duly authorized and validly issued 8% Convertible Debentures of North American Technologies Group, Inc., a Delaware corporation, having its principal place of business at 429 Memory Lane, Marshall, TX 75672 (the “Company”), designated as its 8% Convertible Debenture due July 30, 2010 (this debenture, the “Debenture” and, collectively with the other such series of debentures, the “Debentures”).

FOURTH AMENDMENT TO CONSTRUCTION LOAN AGREEMENT
Construction Loan Agreement • August 15th, 2007 • North American Technologies Group Inc /Tx/ • Industrial organic chemicals • Texas

This FOURTH AMENDMENT TO CONSTRUCTION LOAN AGREEMENT (this “Agreement”), dated as of July 26, 2007, is entered into by and among the following parties:

June 21,2007 Mr. Thomas M. Holmes Union Pacific Railroad Company TieTek LLC Composite Railroad Ties
North American Technologies Group Inc /Tx/ • August 15th, 2007 • Industrial organic chemicals
FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 15th, 2007 • North American Technologies Group Inc /Tx/ • Industrial organic chemicals • New York

This Fourth Amended and Restated Registration Rights Agreement (as amended, this “Agreement”) is made as of July 24, 2007, 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”).

June 25, 2007 Mr. John T. Corcia Chief Executive Officer North American Technologies Group, Inc.
North American Technologies Group Inc /Tx/ • August 15th, 2007 • Industrial organic chemicals
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