[NAGP Letterhead]


PLACEMENT
AGENT AGREEMENT


 


___________________, 2012


 


__________________________


To be referred to hereafter as the “Placement Agent”


Attn: _______________, President


Address: _____________________________


 _____________________________


 


Dear Sir or Madam:


 


Native American Energy Group, Inc., a Delaware corporation (the
“Company”) proposes to offer, issue and sell in a private offering up to $5,000,000 of Units comprised of (i) one share
of Series B Callable Preferred Stock, par value $0.0001 per share, and (ii) one share of Common Stock, par value $0.001 per share
at a price of $1.00 per Unit, and with a minimum investment of 25,000 Units (the “Offering”) to accredited investors
only. The Placement Agent hereby confirms its agreement with the Company whereby the Placement Agent will act as a non-exclusive
Placement Agent for the Offering on a best efforts basis and in accordance with the basic terms and conditions set forth
herein (the “Agreement”). The Company and the Placement Agent may be referred to herein each individually as a “Party”
and collectively as the “Parties.”


 


		1.	Private Placement



 


The Offering will be made pursuant to Regulation D under the
Securities Act of 1933, as amended (the “Securities Act”). The Offering will be made solely through the use of the
Private Placement Memorandum prepared for the Offering (the “Memorandum”).


 


		2.	Appointment as Non-Exclusive Placement Agent



 


The Company hereby appoints the Placement Agent as a non-exclusive
Placement Agent for the Offering. The Company’s management will also be making offers and sales of the Units and such sales
will not be subject to the Placement Agent Fee (as defined below). The Company may also engage other broker/dealers registered
with the United States Securities and Exchange Commission (the “SEC”) which are members of the Financial Industry Regulatory
Authority (“FINRA”) to make offers and sales of the Units on the Company’s behalf and may pay such other placement
agents compensation solely within the Company’s exclusive discretion.


 


		3.	Procedure of Identifying Investors



 


Placement Agent will identify and introduce institutional and
other accredited investors (collectively, “Accredited Investors”) to the Company. Only Accredited Investors will be
permitted to purchase the Units.


 



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		4.	Information Available



 


It is understood and agreed between the Company and Placement
Agent that all documents and other information relating to the Company’s affairs will be made available upon request to Placement
Agent and its counsel, and copies of any such documents will be furnished upon request to Placement Agent or its counsel. The Company’s
SEC filings, including its Annual Report on Form 10-K for the year ended December 31, 2011, are available on the SEC’s website
(www.sec.gov).


 


		5.	Certain Representations by the Company



 


The Company will not utilize any nonlicensed or nonregistered
finder in connection with the Offering. The Company will indemnify Placement Agent with respect to any claim for finder’s
or similar fees in connection with the Offering.


 


		6.	Proceedings



 


Placement Agent and the Company will advise each other immediately
and confirm in writing the receipt of any threat of or the initiation of any steps or proceedings which would impair or prevent
the right to offer the Units, or the issuance of any orders or other prohibitions preventing or impairing the proposed offering
by the SEC or any other regulatory authority. In the case of the happening of any such event, the Company will not acquiesce to
such steps, proceedings or suspension orders, but will actively defend any such actions or orders unless the Company determines
in good faith after consultation with Placement Agent to acquiesce to such actions or orders.


 


		7.	Compensation



 


The Company will pay to Placement Agent a percentage of the
total gross proceeds raised in the Offering as a fee for its services under this agreement, payable in cash within five business
days of each closing of the Offering which contains proceeds raised by the Placement Agent:


 


	Sales Commission	 	 	10	%
	Non-accountable Expense Allowance	 	 	3	%



 


In addition, the Company will issue to the Placement Agent a
five-year warrant (the “Warrant”) to purchase that certain number of shares of Common Stock of the Company equal to
10% of the Units sold in the Offering by the Placement Agent at an exercise price of $1.00 per share. The number of shares of common
stock covered by the Warrant shall be subject to standard and customary adjustments to be more fully set forth in the Warrant.


 



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		8.	Expenses



 


The Company shall bear all costs and expenses incident to the
issuance, offer, sale and delivery of the Units. However, any expenses over $500 must be pre-approved in writing by the Company.


 


		9.	Securities Filings



 


The Company’s legal counsel shall make all filings and/or
notices necessary to comply with all securities law requirements for the Offering. Placement Agent shall provide written notice
to the Company as to the states in which Placement Agent proposes to offer the Units for sale on behalf of the Company; and the
Company’s counsel shall provide written notice to Placement Agent’s counsel confirming those states in which a notice
of the sale of Units has been filed.


 


		10.	Conflict with the Law



 


It is understood that if any provision of this Agreement conflicts
with the Securities Act, any rule or regulation under such Securities Act, the blue sky laws of any state in which the proposed
offering is to be qualified, FINRA rules or regulations, or the rules, regulations, or laws of any other governmental authority,
either federal or state, possessing jurisdiction over the sale and issuance of the Units, the Company and the Placement Agent shall
amend this Agreement to comply with the applicable requirements.


 


		11.	Accurate Information



 


The Company represents and warrants to the Placement Agent that
the Memorandum contains all material information concerning the Company and its business, affairs, prospects and financial condition,
and that all written information provided to the Placement Agent with respect to the business, affairs, prospects and financial
condition of the Company for use in connection with the Offering shall be true, correct and complete in all material respects.


 


		12.	Due Diligence Investigation



 


a.          The
Company shall supply and deliver to Placement Agent or its legal counsel at their offices, within a reasonable period of time,
all information required to enable them to make a due diligence investigation of the Company and its business prospects as they
shall reasonably request and shall make available to them such persons as they deem necessary or appropriate in order to verify
or substantiate any information regarding the Company.


 


b.          It
is expressly understood and agreed that Placement Agent will be undertaking a thorough review of all of the Company’s practices
and in the event that these do not meet with the approval of Placement Agent, Placement Agent may terminate its engagement as non-exclusive
Placement Agent for the Offering.


 



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		13.	New Releases and Publicity



 


Prior to the completion or termination of the Offering, no news
release or other publicity about the Company with respect to this Offering will be permitted without approval of the Company’s
legal counsel and of the Placement Agent and its legal counsel. However, the foregoing shall not prohibit discussions, releases
or other publicity which is in the Company’s normal course of business or as required by law.


 


		14.	Indemnification



 


Each Party (the “Indemnifying Party”) agrees to
indemnify, defend, and hold harmless the other Party (the “Indemnified Party”) from and against any and all claims,
damages, and liabilities, including any and all expense and costs, legal or otherwise, arising out of the act or omission of the
Indemnifying Party, its subcontractors, agents, or employees, incurred by the Indemnified Party in the investigation and defense
of any claim, demand, or action arising out of the services performed under this Agreement; including breach of the Indemnifying
Party of this Agreement. The Indemnifying Party shall not be liable for any claims, damages, or liabilities caused by the sole
negligence of the Indemnified Party, its subcontractors, agents, or employees.


 


The Indemnified Party shall notify promptly the Indemnifying
Party of the existence of any claim, demand, or other matter to which the Indemnifying Party’s indemnification obligations
would apply, and shall give them a reasonable opportunity to settle or defend the same at their own expense and with counsel of
their own selection, provided that the Indemnified Party shall at all times also have the right to fully participate in the defense.
If the Indemnifying Party, within a reasonable time after this notice, fails to take appropriate steps to settle or defend the
claim, demand, or the matter, the Indemnified Party shall, upon written notice, have the right, but not the obligation, to undertake
such settlement or defense and to compromise or settle the claim, demand, or other matter on behalf, for the account, and at the
risk, of the Indemnifying Party.


 


The rights and obligations of the Parties under this section
shall be binding upon and inure to the benefit of any successors, assigns, and heirs of the Parties.


 


		15.	Representations and Warranties of the Placement Agent.



 


Placement Agent hereby represents and warrants to the Company
that:


 


a.          The
Placement Agent is duly registered pursuant to the provisions of the Securities Exchange Act of 1934 as a dealer and is duly registered
as a broker-dealer in those states where required and the Placement Agent agrees to comply with all statutes and other requirements
applicable to the Placement Agent as a broker-dealer pursuant to those registrations and is legally authorized under all applicable
laws to engage in the activities contemplated hereby and receive compensation therefor as herein contemplated.


 


b.          The
Placement Agent is a member in good standing of FINRA.


 



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c.            This
Agreement, when accepted and approved by the Placement Agent, will be duly authorized, executed and delivered by the Placement
Agent and is a valid and binding agreement on the Placement Agent’s part.


 


		16.	Covenants of the Placement Agent.



 


The Placement Agent hereby agrees to the following covenants:


 


a.            The
Placement Agent will not use any documents to solicit investors in the Offering other than the Memorandum.


 


b.            The
Placement Agent will contact only potential investors with whom it has a pre-existing, substantive relationship and whom the Placement
Agent believes are accredited investors as that term in defined in Regulation D of the Securities Act.


 


c.            No
later than noon of the next business day after receipt of any Subscription Agreement, the Placement Agent shall forward such Subscription
Agreement and any funds received to the Escrow Agent listed in the Subscription Agreement.


 


		17.	Term and Termination



 


a.            The
length of the term of services to be provided by the Placement Agent shall be the term of the Offering.


 


b.            This
Agreement may be terminated by either the Company or the Placement Agent for cause. For purposes of this Agreement, the term “cause”
shall include, but not be limited to, the following: a material breach of or failure to perform any covenant or obligation in this
Agreement, dishonesty, neglect of duties, unprofessional conduct, acts of moral turpitude, disappearance, felonious conduct, or
fraud. Either Party may terminate this Agreement for cause by giving written notice of termination to the other Party. The notice
of termination required by this section shall specify the ground for termination and shall be supported by a statement of all relevant
facts. Upon such termination, the Placement Agent shall continue to have the right to receive compensation hereunder for Units
sold by the Placement Agent, for which the Placement Agent has not yet been compensated, and all other compensation as set forth
in this Agreement.


 


c.            This
Agreement may be terminated by the Placement Agent if any of the following conditions occur:


 


i.          The
Placement Agent shall not be reasonably satisfied with the Company’s business affairs, contractual regulations, its pending
and threatened litigation and other matters affecting the Company’s prospects.


 


ii.         The
Company shall have sustained a substantial loss by fire, flood, accident or other calamity, whether or not covered by insurance.


 



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iii.        There
shall have been any important and material adverse change in market levels, or political, financial or economic conditions or other
circumstances, which, in the Placement Agent’s sole judgment, render it undesirable, impractical or inadvisable to proceed
with the Offering.


 


iv.       There
shall have been a major catastrophe, national calamity, natural disaster, or other event which, in the Placement Agent’s
sole opinion, would materially adversely disrupt the financial markets.


 


v.        The
Placement Agent shall not be satisfied with the Company’s financial condition and operating results.


 


vi.       Appropriate
documents relating to the Offering shall not have been reviewed and approved by mutual consent.


 


vii.      The
matters referred to in this section shall not have been approved by the Placement Agent counsel.


 


Upon such termination under this Section,
the Placement Agent shall continue to have the right to receive compensation hereunder for services provided by the Placement Agent,
for which the Placement Agent has not yet been compensated, and all other compensation as set forth in this Agreement.


 


d.            Termination
of the Offering shall automatically cause the termination of this Agreement. Upon such termination, the Placement Agent shall continue
to have the right to receive compensation hereunder for services provided by the Placement Agent for which the Placement Agent
has not yet been compensated, and all other compensation as set forth in this Agreement.


 


e.            Both
parties may terminate this Agreement with mutual consent. Upon such termination, Placement Agent shall continue to have the right
to receive compensation hereunder for services provided by Placement Agent, for which Placement Agent has not yet been compensated,
and all other compensation as set forth in this Agreement.


 


		18.	Representations and Indemnities to Survive Delivery



 


The indemnities, agreements, representations, warranties, and
other statements set forth in or made in writing pursuant to this Agreement will remain in full force and effect, regardless of
any investigation made by or on behalf of the Company, or any controlling person and will survive delivery of and payment for the
Units, and the Company, or any controlling person, as the case may be, shall be entitled to the benefit of the indemnity agreements.


 



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		19.	Governing Law



 


This Agreement and the rights of the Parties hereunder shall
be governed by and construed in accordance with the laws of the State of California including all matters of construction, validity,
performance, and enforcement and without giving effect to the principles of conflict of laws.


 


		20.	Exclusive Jurisdiction and Venue



 


The Parties agree that the Federal and California State courts
sitting in the County of Orange, State of California shall have sole and exclusive jurisdiction and venue for the resolution of
all disputes arising under the terms of this Agreement and the transactions contemplated herein.


 


		21.	Notices



 


Any notice, request, instruction, or other document required
by the terms of this Agreement, or deemed by any of the Parties hereto to be desirable, to be given to any other Party hereto shall
be in writing and shall be given by personal delivery, overnight delivery, mailed by registered or certified mail, postage prepaid,
with return receipt requested, or sent by facsimile transmission to the addresses of the Parties as follows:


 


	i.	To:          “Placement Agent”	At the address set forth next to the
	 	 	Placement Agent’s signature below
	 	 	 
	ii.	To:          “Company”	Native American Energy Group, Inc.
	 	 	108-18 Queens Blvd. Suite 901
	 	 	Forest Hills, NY 11375
	 	 	Phone: (718) 408-2323
	 	 	Fax: (718) 793-4034
	 	 	Attn: Raj S. Nanvaan 
	 	 	 
	iii.	With Copy To:	Oswald & Yap
	 	 	16148 Sand Canyon Avenue
	 	 	Irvine, CA  92618
	 	 	Fax: (949) 788-8980
	 	 	Attn: Lynne Bolduc, Esq.



 


The persons and addresses set forth above may be changed from
time to time by a notice sent as aforesaid. If notice is given by personal delivery or overnight delivery in accordance with the
provisions of this Section, such notice shall be conclusively deemed given at the time of such delivery provided a receipt is obtained
from the recipient. If notice is given by mail in accordance with the provisions of this Section, such notice shall be conclusively
deemed given upon receipt and delivery or refusal. If notice is given by facsimile transmission in accordance with the provisions
of this Section, such notice shall be conclusively deemed given at the time of delivery if during business hours and if not during
business hours, at the next business day after delivery, provided a confirmation is obtained by the sender.


 



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		22.	Modifications and Waivers



 


No modification or waiver of any term hereof shall be effective
unless in writing, signed by the Party to be charged.


 


		23.	Counterparts; Facsimile Signatures



 


This Agreement may be executed in several counterparts and it
shall not be necessary for each party to execute each of such counterparts, but when all of the parties have executed and delivered
one of such counterparts, the counterparts, when taken together, shall be deemed to constitute one and the same instrument, enforceable
against each party in accordance with its terms. The parties hereto agree that this Agreement may be executed by facsimile signatures
and such signatures shall be deemed originals.


 


		24.	Attorneys’ Fees



 


In the event any Party hereto shall commence legal proceedings
against the other to enforce the terms hereof, or to declare rights hereunder, as the result of a breach of any covenant or condition
of this Agreement, the prevailing Party in any such proceeding shall be entitled to recover from the losing Party its costs of
suit, including reasonable attorneys’ fees, as may be fixed by the court.


 


25.          Assignability. This agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective heirs and successors, but any assignment of this
Agreement without the express written consent of all Parties hereto shall be void.


 


[Signature Page Follows]


 



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If the foregoing is in accordance with the
Placement Agent’s understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon it
will become a binding agreement between us in accordance with its terms.


 


	Sincerely,	 
	 	 
	NATIVE AMERICAN ENERGY GROUP, INC.,
	a Delaware corporation	 
	 	 
	 	 
	By: Joseph G. D’Arrigo	 
	Its: President, Chief Executive Officer and Chairman


 


	BROKER/DEALER NAME:	 	 



	BROKER/DEALER TAX I.D. NO.:	 	 


 


	 	 
	BY:	 	 
	ITS:	 	 



	 	 	 	 
	Address:	 	 
	 	 	 
	Phone:	 	 
	Fax:	 	 
	Attn:	 	 
	E-mail address:	 	 


 



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