-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DeppJLp8DVkXZ11gVPHgKH9YTJRIRSonorIJZu4YD7b9vOMe2lvspRBIxUAR0SeW F08zkXT58GtB8LZceG/luw== 0000911420-07-000254.txt : 20070409 0000911420-07-000254.hdr.sgml : 20070409 20070406175202 ACCESSION NUMBER: 0000911420-07-000254 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20070409 DATE AS OF CHANGE: 20070406 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NORTH AMERICAN TECHNOLOGIES GROUP INC /TX/ CENTRAL INDEX KEY: 0000808013 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL ORGANIC CHEMICALS [2860] IRS NUMBER: 330041789 FISCAL YEAR END: 1001 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-42313 FILM NUMBER: 07754918 BUSINESS ADDRESS: STREET 1: 14315 WEST HARDY ROAD STREET 2: SUITE 301 CITY: HOUSTON STATE: TX ZIP: 77060 BUSINESS PHONE: 281-847-0029 MAIL ADDRESS: STREET 1: 14315 WEST HARDY ROAD STREET 2: SUITE 301 CITY: HOUSTON STATE: TX ZIP: 77060 FORMER COMPANY: FORMER CONFORMED NAME: NORTH AMERICAN TECHNOLOGIES GROUP INC /MI/ DATE OF NAME CHANGE: 19940422 FORMER COMPANY: FORMER CONFORMED NAME: MAIL BOXES COAST TO COAST INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CRESTVIEW CAPITAL MASTER LLC CENTRAL INDEX KEY: 0001303225 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 95 REVERE DRIVE STREET 2: SUITE A CITY: NORTHBROOK STATE: IL ZIP: 60062 BUSINESS PHONE: 847-559-0060 MAIL ADDRESS: STREET 1: 95 REVERE DRIVE STREET 2: SUITE A CITY: NORTHBROOK STATE: IL ZIP: 60062 SC 13D/A 1 d238353928.txt AMENDMENT NO. 4 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 4) Under the Securities Exchange Act of 1934 NORTH AMERICAN TECHNOLOGIES GROUP, INC. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 657193207 --------- (CUSIP Number) Adam Blonsky c/o Crestview Capital Master, LLC 95 Revere Drive, Suite A Northbrook, IL (847) 559-0060 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 26, 2007 (Date of Event which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [___] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss.240.13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). - ------------------------------------------------------------------------------- CUSIP No. 40637E106 13D Page 2 of 8 Pages - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS [ENTITIES ONLY]: Crestview Capital Master, LLC - ------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - ------------------------------------------------------------------------------- 3. SEC USE ONLY - ------------------------------------------------------------------------------- 4. SOURCE OF FUNDS WC - ------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - ------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF 0 SHARES ----------------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 26,992,012 (See Item 5) EACH ----------------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER PERSON 0 WITH ----------------------------------------------- 10. SHARED DISPOSITIVE POWER 26,992,012 (See Item 5) - ------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 26,992,012 (See Item 5) - ------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.2%* (See Item 5) - ------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON OO * Based upon 189,513,621 issued and outstanding shares of Common Stock as of April 2, 2007, as disclosed by the Issuer. - ------------------------------------------------------------------------------- CUSIP No. 40637E106 13D Page 3 of 8 Pages - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS [ENTITIES ONLY]: Crestview Capital Partners, LLC - ------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [X] - ------------------------------------------------------------------------------- 3. SEC USE ONLY - ------------------------------------------------------------------------------- 4. SOURCE OF FUNDS (See Instructions) OO - ------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [X] - ------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Illinois - ------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF 0 SHARES ----------------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 26,992,012 (See Item 5) EACH ----------------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER PERSON 0 WITH ----------------------------------------------- 10. SHARED DISPOSITIVE POWER 26,992,012 (See Item 5) - ------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 26,992,012 (See Item 5) - ------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - ------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.2%* - ------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON (See Instructions) OO * Based upon 189,513,621 issued and outstanding shares of Common Stock as of April 2, 2007, as disclosed by the Issuer. - ------------------------------------------------------------------------------- CUSIP No. 40637E106 13D Page 4 of 8 Pages - ------------------------------------------------------------------------------- This Amendment No. 4 ("Amendment No. 4") is being filed jointly by Crestview Capital Master, LLC ("Crestview") and Crestview Capital Partners, LLC ("Crestview Partners") (each, a "Reporting Person" and, collectively, the "Reporting Persons") and amends the Schedule 13D filed by Crestview and certain other persons on September 16, 2004, as amended by Amendment No. 1 thereto filed on December 2, 2004, as amended by Amendment No. 2 thereto filed on February 1, 2006, as amended by Amendment No. 3 thereto filed on September 29, 2006 (collectively, the "Schedule 13D"). Except as set forth below, all Items of the Schedule 13D remain unchanged. All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D. Item 2. Identity and Background. Item 2 of the Schedule 13D is hereby amended and restated as follows: (a) This Statement is filed as a joint statement pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934 (the "Exchange Act") by each of the Reporting Persons. While the Reporting Persons may be deemed to be a "group" for purposes of Section 13(d)(3) of the Exchange Act, each of the Reporting Persons hereby disclaims the existence and membership in a "group" and disclaims beneficial ownership of shares of Common Stock beneficially owned by all other Reporting Persons. As reported in Item 5 hereof, each of Messrs. Flink, Hoyt and Warsh may be deemed to have beneficial ownership of the shares of Common Stock reported hereby, although each disclaims such beneficial ownership. (b) The business address for each Reporting Person, and for each of Messrs. Flink, Hoyt and Warsh, is c/o Crestview Capital Funds, 95 Revere Drive, Suite A, Northbrook, Illinois 60062. (c) The principal business of each Reporting Person is purchasing, selling, trading and investing in securities, and the principal business of each of Messrs. Flink, Hoyt and Warsh is working for Crestview. (d) No Reporting Person, and none of Messrs. Flink, Hoyt or Warsh, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years. (e) Except as set forth below, no Reporting Person, and none of Messrs. Flink, Hoyt or Warsh, has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. On February 26, 2007, the Securities and Exchange Commission (the "SEC") filed a civil complaint against Crestview Partners and Mr. Flink alleging that they made a materially false representation in relation to each of two registered direct offerings in 2003 and 2004 by entering into subscription agreements containing a representation that Crestview-related funds had not engaged in short sales of the securities being offered during the ten days prior to signing of the subscription document even though such Crestview-related funds had in fact engaged in such short sales. Without admitting or denying the allegations in the SEC's complaint, Crestview Partners and Mr. Flink agreed to settle this matter. As a result, a final judgment was entered by the court on February 26, 2007, permanently enjoining Crestview Partners and Mr. Flink from violating Section 10(b) of the Exchange Act and Rule 10b-5 thereunder. Crestview agreed to pay $197,320 in disgorgement of profits and a civil penalty in the same amount, plus interest, and Mr. Flink agreed to pay a civil penalty in the amount of $120,000. Crestview Partners also agreed to retain an independent consultant to monitor Crestview Partners' compliance procedures and to report to the staff of the SEC with respect thereto. The SEC did not seek or impose any administrative bars or suspensions against Crestview or Mr. Flink. (f) Crestview is a Delaware limited liability company. Crestview Partners is an Illinois limited liability company. Each of Messrs. Flink, Hoyt and Warsh is a United States citizen. Item 4. Purpose of Transaction. Item 4 of the Schedule 13D is hereby amended and restated as follows: The Reporting Persons acquired the shares of Common Stock for investment purposes. The Reporting Persons may, from time to time, depending upon market conditions and other factors deemed relevant by the Reporting Persons, acquire additional shares of Common Stock or warrants to purchase shares of Common Stock. The Reporting Persons reserve the right to, and may in the future choose to, change their purpose with respect to their investment and take such actions as they - ------------------------------------------------------------------------------- CUSIP No. 40637E106 13D Page 5 of 8 Pages - ------------------------------------------------------------------------------- deem appropriate in light of the circumstances including, without limitation, to dispose of, in the open market, in a private transaction or by gift, all or a portion of the shares of Common Stock which they now own or may hereafter acquire. Other than as set forth herein, the Reporting Persons have no plans or proposals which relate to or would result in any of the actions set forth in subparagraphs (a)-(j) of Item 4 of Form Schedule 13D. Item 5. Interest in Securities of the Issuer. Item 5 of the Schedule 13D is hereby amended and restated as follows: (a) and (b) As of the date hereof, Crestview owns 26,992,012 shares of Common Stock (excluding shares underlying certain securities that have 4.99% or 9.99% beneficial ownership limitations, as described in Item 3 of this Schedule 13D), representing approximately 14.2% of the total number of issued and outstanding shares of Common Stock. The calculation of the foregoing percentage is based upon 189,513,621 issued and outstanding shares of Common Stock as of April 2, 2007, as disclosed by the Issuer. Crestview Partners is the sole manager of Crestview, and as such has the power to vote and to dispose of investments owned by Crestview, including the Common Stock, and thus may also be deemed to beneficially own the above-described shares of Common Stock owned by Crestview. Currently, Stewart Flink, Robert Hoyt and Daniel Warsh, are the managers of Crestview Partners, and as such may be deemed to share the power to vote and to dispose of investments beneficially owned by Crestview Partners, including the Common Stock. As a result, each of Messrs. Flink, Hoyt and Warsh may also be deemed to beneficially own the above-described shares of Common Stock held by Crestview; however, each disclaims beneficial ownership of such shares of Common Stock. (c) Not applicable. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Item 6 of the Schedule 13D is hereby amended and restated as follows: Pursuant to Rule 13d-1(k)(1) promulgated under the Exchange Act, the Reporting Persons have entered into an agreement with respect to the joint filing of this Schedule 13D, and any amendment or amendments hereto. Reference is made to Items 3 and 5 of this Schedule 13D, which are incorporated by reference herein, for a description of the contracts and arrangements between Crestview and the Company, and of the relationships between the Reporting Persons. Item 7. Material to be Filed as Exhibits. Item 7 of the Schedule 13D is hereby amended and restated as follows: Exhibit 99.1 Joint Filing Agreement, dated as of April 5, 2007, between the Reporting Persons (filed herewith). Exhibit 99.2 Series A Warrant to Purchase Common Stock dated as of December 31, 2003 issued by the Company to Crestview (incorporated by reference to Exhibit 4.1 to the Annual Report on Form 10-KSB filed by the Company on March 16, 2004). Exhibit 99.3 Warrant to Purchase Common Stock dated as of March 8, 2004 issued by the Company to Crestview and the other Purchasers under Securities Purchase Agreement of even date (incorporated by reference to Exhibit 4.4 to the Annual Report on Form 10-KSB filed by the Company on March 16, 2004). Exhibit 99.4 Securities Purchase Agreement dated as of December 31, 2003 between the Company, Crestview and the other Purchasers named therein (incorporated by reference to Exhibit 10.11 to the Annual Report on Form - ------------------------------------------------------------------------------- CUSIP No. 40637E106 13D Page 6 of 8 Pages - ------------------------------------------------------------------------------- 10-KSB filed by the Company on March 16, 2004). Exhibit 99.5 Registration Rights Agreement dated as of December 31, 2003 between the Company, Crestview and the Other Purchasers named in Securities Purchase Agreement (incorporated by reference to Exhibit 10.12 to the Annual Report on Form 10-KSB filed by the Company on March 16, 2004). Exhibit 99.6 Securities Purchase Agreement dated as of March 8, 2004 between the Company, Crestview and the other Purchasers named therein (incorporated by reference to Exhibit 10.16 to the Annual Report on Form 10-KSB filed by the Company on March 16, 2004). Exhibit 99.7 Common Stock Purchase Agreement dated as of November 8, 2004 among the Company, Kevin Maddox, Avalanche Resources, Ltd, Crestview and the other Purchasers named therein (incorporated by reference to Exhibit 10.17 to the Quarterly Report on Form 10-QSB filed by the Company on November 22, 2004). Exhibit 99.8 Release and Indemnification Agreement dated as of November 8, 2004 among the Company, Crestview and the other parties named therein (incorporated by reference to Exhibit 10.19 to the Quarterly Report on Form 10-QSB filed by the Company on November 22, 2004). Exhibit 99.9 Registration Rights Agreement among the Company, Big Bend XI Investments, Ltd., Crestview, Midsummer Investment Ltd., HLTFFT, LLC, Richard Kiphart, Islandia, L.P. and Crestview Warrant Fund, L.P. dated February 22, 2005 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by the Company on February 28, 2005). Exhibit 99.10 Securities Purchase Agreement dated July 7, 2005, between the Company, Crestview and the other Purchasers named therein (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Company on July 13, 2005). Exhibit 99.11 Form of 7% Convertible Debenture issued by the Company pursuant to the Securities Purchase Agreement dated July 7, 2005 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by the Company on July 13, 2005). Exhibit 99.12 Form of Warrant issued by the Company pursuant to the Securities Purchase Agreement dated July 7, 2005 (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by the Company on July 13, 2005). Exhibit 99.13 Custodial and Security Agreement, dated July 7, 2005, among the Company, Crestview and the other Purchasers under the Securities Purchase Agreement dated July 7, 2005, and Feldman Weinstein LLP, as custodial agent for the benefit of the Purchasers (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed by the Company on July 13, 2005). Exhibit 99.14 Securities Purchase Agreement dated December 28, 2005, between the Company and Sponsor Investments, LLC, Crestview, Midsummer Investment Ltd., and Islandia, LP (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Company on January 6, 2006). Exhibit 99.15 Form of 7% Convertible Debenture issued by the Company pursuant to the Securities Purchase Agreement dated December 30, 2005 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by the Company on January 6, 2006). Exhibit 99.16 Form of Warrant issued by the Company pursuant to the Securities Purchase Agreement dated December 30, 2005 (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by the Company on January 6, 2006). Exhibit 99.17 Custodial and Security Agreement dated December 28, 2005, among the Company, Crestview and the other Purchasers under the Securities Purchase Agreement dated December 28, 2005, and Feldman Weinstein LLP, as custodial agent for the benefit of the Purchasers (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed by the Company on January 6, 2006). Exhibit 99.18 Form of Warrant issued by the Company pursuant to the Securities Purchase Agreement dated - ------------------------------------------------------------------------------- CUSIP No. 40637E106 13D Page 7 of 8 Pages - ------------------------------------------------------------------------------- September 15, 2006 (incorporated by reference to Exhibit 4.7 to the Annual Report on Form 10-KSB filed by the Company on December 18, 2006). Exhibit 99.19 Securities Purchase Agreement dated September 15, 2006, between the Company, Crestview and the other purchases named therein (incorporated by reference to Exhibit 10.23 to the Annual Report on Form 10-KSB filed by the Company on December 18, 2006). Exhibit 99.20 Third Amended and Restated Registration Rights Agreement dated September 15, 2006 among the Company, the Purchasers of the Common Stock under the Securities Purchase Agreement dated September 15, 2006 and certain other shareholders of the Company (incorporated by reference to Exhibit 10.24 to the Annual Report on Form 10-KSB filed by the Company on December 18, 2006). Exhibit 99.21 Consent, Waiver and Amendment dated September 15, 2006 executed by the parties to the Securities Purchase Agreements dated July 7, 2005 and December 28, 2005 (incorporated by reference to Exhibit 10.25 to the Annual Report on Form 10-KSB filed by the Company on December 18, 2006). Exhibit 99.22 Conversion Agreement and Amendment dated March 7, 2007 among the Company and the Holders of the 7% Convertible Debentures due on July 1, 2008 (filed herewith). Exhibit 99.23 Waiver and Amendment of Third Amended and Restated Registration Rights Agreement dated March 7, 2007 among the Company and the Stockholders party thereto (filed herewith). - ------------------------------------------------------------------------------- CUSIP No. 40637E106 13D Page 8 of 8 Pages - ------------------------------------------------------------------------------- SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: April 5, 2007 CRESTVIEW CAPITAL MASTER, LLC By: CRESTVIEW CAPITAL PARTNERS, LLC, its sole Manager By: /s/ Daniel I. Warsh -------------------------------- Name: Daniel I. Warsh ------------------------- Title: Manager CRESTVIEW CAPITAL PARTNERS, LLC By: /s/ Daniel I. Warsh -------------------------------- Name: Daniel I. Warsh ------------------------- Title: Manager EXHIBIT INDEX Exhibit 99.1 Joint Filing Agreement, dated as of April 5, 2007, between the Reporting Persons (filed herewith). Exhibit 99.22 Conversion Agreement and Amendment dated March 7, 2007 among the Company and the Holders of the 7% Convertible Debentures due on July 1, 2008 (filed herewith). Exhibit 99.23 Waiver and Amendment of Third Amended and Restated Registration Rights Agreement dated March 7, 2007 among the Company and the Stockholders party thereto (filed herewith). EX-99.1 2 e356570828.txt AGREEMENT OF JOINT FILING EXHIBIT 99.1 AGREEMENT OF JOINT FILING Crestview Capital Master, LLC and Crestview Capital Partners, LLC agree that the Schedule 13D to which this Agreement is attached, and all future amendments to such Schedule 13D, shall be filed on behalf of each of them. This Agreement is intended to satisfy the requirements of Rule 13d-l (k)(l) under the Securities Exchange Act of 1934, as amended. This agreement may be executed in any number of counterparts, each of which shall be deemed to be in original, but all of which together shall constitute one and the same instrument. Date: April 5, 2007 CRESTVIEW CAPITAL MASTER, LLC /s/ Daniel I. Warsh - ----------------------------- Name: Daniel I. Warsh ------------------------ Title: Manager CRESTVIEW CAPITAL PARTNERS, LLC /s/ Daniel I. Warsh - ----------------------------- Name: Daniel I. Warsh ------------------------ Title: Manager EX-99.22 3 e238353928.txt EXHIBIT 99.22 CONVERSION AGREEMENT AND AMENDMENT This Conversion Agreement and Amendment (the "Agreement") is made as of March 7, 2007, among North American Technologies Group, Inc., a Delaware corporation (the "Company"), and the holders of the 7% Convertible Debentures due on July 1, 2008, as amended (the "Debentures"), of the Company (each individually a "Holder" and collectively the "Holders"). Capitalized terms used but not defined herein shall have the meanings given them in the Debenture. 1. Conversion. Each of the Holders hereby elects to convert the entire amount of principal under the Debentures held by it into shares of Common Stock of the Company according to the conditions of the Debentures and this Agreement. The Conversion Date shall be the date on which the Company receives all of the executed Promissory Notes from the respective Payees thereunder and executed counterparts to this Agreement from the Holders of the Debentures, provided, however, that if the Effective Date does not occur by March 30, 2007, this Agreement will terminate and be of no further force or effect. 2. Waiver and Amendment. The requirement of Section 4(c) of the Debentures that a Holder's ownership of the Common Stock not exceed the percentage set forth therein is hereby waived and the Debentures are hereby amended to delete that Section 4(c) in its entirety, and all references thereto in the Debentures. 3. Consideration. In consideration for the conversion by the Holders of the Debentures on the Conversion Date, the Company will pay to the Holders on the Conversion Date the number of shares of Common Stock equal to the quotient of (i) the Interest Share Amount that would be due and owing to the Holders if the Debentures were held through the Maturity Date divided by (ii) the Interest Conversion Rate as of the Conversion Date. The Company will within ten Trading Days of the Conversion Date, cause its transfer agent to deliver the Conversion Shares in accordance with Section 4(d)(ii) of the Debentures. 4. Antidilution Adjustment. If the Company shall, in connection with its proposed financing in the amount of no less than $11.6 million (the "Financing"), sell or grant any option to purchase, or otherwise dispose of or issue any Common Stock or Common Stock Equivalents entitling any Person to acquire shares of Common Stock, at an effective price per share less than the Conversion Price, as adjusted on the date of this Agreement (such lower price, the "Base Price"), then, upon consummation of the Financing, the Company shall issue to the Holders, pro rata, the number of shares of Common Stock equal to the difference between (i) the number of shares of Common Stock received pursuant to this Agreement and (ii) the number of shares of Common Stock to which the Holders would have been entitled if the Conversion Price on the date of this Agreement had been equal to the Base Price. The Company shall notify the Holder in writing, no later than the Business Day following the issuance of any Common Stock or Common Stock Equivalents subject to this provision, indicating therein the applicable Base Price. 5. Prospectus Delivery. Each of the Holders agrees to comply with the prospectus delivery requirements under the applicable securities laws in connection with any transfer of the Conversion Shares. 6. Transfer Taxes. If any of the Conversion Shares are to be issued in the name of a person other than the Holder thereof, that Holder will pay all transfer taxes payable with respect thereto and will deliver such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the Holder for any conversion, except for such transfer taxes, if any NORTH AMERICAN TECHNOLOGIES GROUP, INC. By: /s/ Neal Kaufman ---------------- Neal Kaufman, Chief Executive Officer AMOUNT OF DEBENTURES: HOLDERS: $6,141,287.80 Sponsor Investments, LLC By Herakles Investments, Inc., Managing Member By: -------------------------- Name: ------------------------ Title: ----------------------- $1,831,995.10 Crestview Capital Master, LLC By: -------------------------- Name: ------------------------ Title: ----------------------- $349,999.65 Enable Growth, L.P. By: -------------------------- Name: ------------------------ Title: ----------------------- $49,999.95 Enable Opportunity Partners, L.P. By: -------------------------- Name: ------------------------ Title: ----------------------- $594,318.30 Islandia, LP By John Lang, Inc., General Partner By: -------------------------- Name: ------------------------ Title: ----------------------- 2 $1,492,399.20 Midsummer Investment Ltd. By Midsummer Capital, LLC, Investment Manager By: -------------------------- Name: ------------------------ Title: ----------------------- $50,000.00 Scott M. and Cheryl L. Hergott Living Trust By: -------------------------- -------------------------- Name: ------------------------ ------------------------ Titles: ----------------------- $50,000.00 ----------------------------- Michael Toibb $940,000.00 Toibb Investment, LLC By Toibb Management LLC, Manager By: -------------------------- Name: ------------------------ Title: ----------------------- 3 EX-99.23 4 ex238353928.txt 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/ Neal Kaufman ---------------- Neal Kaufman, Chief Executive Officer By: -------------------------- Name: ------------------------ Title: ----------------------- MIDSUMMER INVESTMENT, LTD. SPONSOR INVESTMENTS, LLC By Midsummer Capital, LLC, Investment By Herakles Investments, Inc., Manager Managing Member By: By: --------------------------------------- --------------------------- Name: Name: ------------------------------------- ------------------------- Title: Title: ------------------------------------ ------------------------ OPUS 5949 LLC TOIBB INVESTMENT LLC By Sammons VPC, Inc., Managing Member By Toibb Management LLC, Manager By: By: --------------------------------------- --------------------------- Name: Name: ------------------------------------- ------------------------- Title: Title: ------------------------------------ ------------------------ SCOTT M. AND CHERYL L. HERGOTT MICHAEL TOIBB, INDIVIDUALLY LIVING TRUST By: - ------------------------------------------ --------------------------- --------------------------- Names: ------------------------- ------------------------- Title: ------------------------ ASTRAEA INVESTMENT MANAGEMENT, L.P. BIG BEND XI INVESTMENTS, LTD. By: By: --------------------------------------- --------------------------- Name: Name: ------------------------------------- ------------------------- Title: Title: ------------------------------------ ------------------------ HLT FFT, LLC HERAKLES INVESTMENTS, INC. By Toibb Management LLC, Manager By: By: --------------------------------------- --------------------------- Name: Name: ------------------------------------- ------------------------- Title: Title: ------------------------------------ ------------------------ ISLANDIA, LP RICHARD KIPHART, INDIVIDUALLY BY JOHN LANG, INC., GENERAL PARTNER By: ------------------------------- --------------------------------------- Name: ------------------------------------- Title: ------------------------------------ ENABLE GROWTH PARTNERS, LP BY: ---------------------------- NAME: -------------------------- TITLE: ------------------------- ENABLE OPPORTUNITY PARTNERS, LP PIERCE DIVERSIFIED STRATEGY MASTER FUND LLC, ENA By: By: --------------------------------------- --------------------------- Name: Name: ------------------------------------- ------------------------- Title: Title: ------------------------------------ ------------------------ CHRISTOPHER BANCROFT, INDIVIDUALLY CHARLES JARVIE, INDIVIDUALLY --------------------------------- ----------------------------- MICHAEL JORDAN, INDIVIDUALLY DAVID KELLOGG, INDIVIDUALLY --------------------------------- ----------------------------- PAT LONG, INDIVIDUALLY DAVID PASAHOW, INDIVIDUALLY --------------------------------- ----------------------------- JOHN M. PIGOTT, INDIVIDUALLY PAUL POTTINGER, INDIVIDUALLY --------------------------------- ----------------------------- GOH YONG SIANG, INDIVIDUALLY --------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----