Form of Warrant to Purchase Common Stock



 EXHIBIT 4.5 
  
 Date: May 21, 2004 
  
 WARRANT 
  
 WARRANT HOLDER: 
  
 WARRANT NUMBER: 

 
 NUMBER OF WARRANT SHARES: 
  
 THE WARRANT AND THE SHARES OF COMMON STOCK PURCHASABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
APPLICABLE STATE SECURITIES LAWS. THE WARRANT AND SUCH SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION, AND MAY NOT BE DISPOSED OF WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS. 
  
 NORTH AMERICAN TECHNOLOGIES GROUP, INC. 
  
 Common Stock Purchase Warrant 
  
 North American Technologies Group, Inc., a Delaware corporation (the “Company”),
for value received, hereby grants to the warrant holder identified above, its successors and permitted assigns (collectively, the “Holder”), this right (the “Warrant”), subject to the terms set forth below, to purchase at the
Exercise Price (as defined in Section 1.1 below), up to                  shares of common stock, $0.001 par value per share, of the Company (the “Common
Stock”), subject to adjustment as herein provided. The total number of shares of Common Stock that may be purchased hereunder are referred to herein as the “Warrant Shares.” 
  

	 	1.	Exercise of Warrant. 

  

	 	a)	Purchase Price. The Warrant may be exercised, subject to the terms specified herein, at the purchase price of $0.60 per Warrant Share (as may be adjusted from time to time,
the “Exercise Price”), by payment of lawful money of the United States, or pursuant to the Net Exercise Provision. 









	 	b)	Exercise Period. The Warrant may be exercised at any time until 5 pm on May 21, 2007. 

  

	 	c)	Exercise in Full. Subject to the limitations stated above, this Warrant may be exercised in full at the option of the Holder by surrender of this Warrant, with the form of
subscription at the end hereof duly executed by the Holder, to the Company at its principal office in the United States, accompanied by payment in the amount obtained by multiplying the number of Warrant Shares for which this Warrant may be
exercised by the Exercise Price. 

  

	 	d)	Partial Exercise. This Warrant may be exercised in part by surrender of this Warrant in the manner and at the place provided in subsection 1.3 along with payment in the
amount determined by multiplying (a) the number of Warrant Shares designated by the Holder in the subscription at the end hereof by (b) the Exercise Price. On any such partial exercise, the Company at its expense will forthwith issue and deliver to
or upon the order of the Holder a new Warrant or Warrants of like tenor, in the name of the Holder or as the Holder (upon payment by the Holder of any applicable transfer taxes) may request, representing in the aggregate the number of Warrant Shares
for which such Warrant or Warrants may still be exercised. 

  

	 	2.	Delivery of Share Certificates on Exercise. As soon as practicable after the exercise of this Warrant in full or in part, the Company, at its expense (including the
payment by it of any applicable issue taxes) will cause to be issued in the name of and delivered to the Holder, or as the Holder (upon payment by the Holder of any applicable transfer taxes) may direct, a certificate or certificates for the number
of fully paid and non-assessable Warrant Shares (or Other Securities, as defined below) to which the Holder shall be entitled on such exercise, plus, in lieu of any fractional share to which the Holder would otherwise be entitled, cash equal to such
fraction multiplied by the Current Market Price (as defined above) of one full share, together with any other stock or other securities and property (including cash, where applicable) to which the Holder is entitled upon such exercise pursuant to
Section 1 or otherwise. “Other Securities” refers to any stock (other than the Warrant Shares) or other securities of the Company or any other person (corporate or otherwise) that the Holder at any time shall be entitled to receive, or
shall have received, on the exercise of this Warrant, in lieu of or in addition to the Warrant Shares, or which at any time shall be issuable or shall have been issued in exchange for or in replacement of the Warrant Shares, including securities of
the same class issued in exchange for or in respect of the Warrant Shares pursuant to a plan of merger, consolidation, recapitalization or reorganization, the sale of substantially all of the Company’s assets or a similar transaction.










	 	3.	Net Exercise Provision. Notwithstanding any provisions herein to the contrary, if the Common Stock is registered under the Exchange Act, and the Current Market Price
of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Registered Holder may elect to receive Warrant Shares equal to the value (as
determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant together with the properly endorsed Purchase Form in which event the Company shall issue the Registered Holder a number of shares of Common Stock
computed as follows: 

  

			
	 X =
	 	Y(A-B)
	 	 	     A

  

					
	 Where:
	 	X =	 	the number of shares of Common Stock to be issued to the Registered Holder.
	 	 	Y =	 	the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such
calculation)
	 	 	A =	 	the Current Market Price of one share of Common Stock (at the date of such calculation)
	 	 	B =	 	Exercise Price (as adjusted to the date of such calculation)

  

	 	4.	Covenants. 

  

	 	a)	Issuance of Shares upon Exercise. All Warrant Shares that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be validly issued,
fully paid and non-assessable and free from all taxes, liens and charges with respect to the issue thereof. The Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to
provide for the exercise of the rights represented by this Warrant. The Company shall not, by amendment of its Articles of Incorporation or through any reorganization, transfer of assets, consolidation, merger, issuance or sale of securities or
otherwise, avoid or take any action that would have the effect of avoiding the observance or performance of any of the terms to be observed or performed hereunder by the Company, and shall at all times in good faith assist in carrying out all of the
provisions of this Warrant. If any Warrant Shares required to be reserved for the purpose of exercise of this Warrant require registration with or approval of any governmental authority under any federal law (other than the Securities Act of 1933,
as amended (the “Securities Act”)) or under any state law, before such Warrant Shares may be issued upon exercise of this Warrant, the Company shall, at its expense, use commercially reasonable efforts to cause such Warrant Shares to be
duly registered or approved, as the case may be. 









	 	b)	Restrictions on Transfer. By acceptance of this Warrant, Holder represents to the Company that it is acquiring the Warrant for its own investment account and without a view
to the subsequent public distribution of the Warrant or Warrant Shares otherwise than pursuant to an effective registration statement under the Securities Act and applicable state securities laws. This Warrant and each certificate for Warrant Shares
issued to the Holder and any subsequent holder that have not been sold to the public pursuant to an effective registration statement under the Securities Act or as to which the restrictions on transfer have not been removed as hereinafter provided,
shall bear a restrictive legend reciting that the same have not been registered pursuant to the Securities Act and applicable state securities laws and may not be transferred in the absence of an effective registration statement under the Securities
Act. Each proposed transfer shall be accompanied by a notice which shall describe the manner of the proposed transfer and shall be accompanied by an opinion of counsel experienced in securities laws matters and reasonably acceptable to the Company
and its counsel to the effect that the proposed transfer may be effected without registration under the Securities Act, whereupon, the holder of such Warrants or Warrant Shares shall be entitled to transfer such securities in accordance with the
terms of its notice and such opinion. Restrictions imposed under this Section 3 upon the transferability of the Warrants or of Warrant Shares shall cease when: 

  

	 	1)	a registration statement covering such Warrant Shares becomes effective under the Securities Act and such Warrant Shares have been disposed of pursuant to such effective
registration statement, or 

  

	 	2)	the Company receives from the holder thereof an opinion of counsel experienced in securities laws matters, which counsel shall be reasonably acceptable to the Company, that such
restrictions are no longer required in order to insure compliance with the Securities Act. 

  
 When such restrictions terminate, the Company shall, or shall instruct the warrant agent or transfer agent, if any, to issue new securities in the name of
the holder not bearing the legends required by this Section 3. 
  

	 	4.	Adjustment for Reorganization; Consolidation or Merger. If at any time or from time to time, the Company shall (a) effect a plan of merger, consolidation,
recapitalization or reorganization or similar transaction with a corporation (the “Acquiror”) whereby the shareholders of the Company will exchange their shares of the Company for the shares of the Acquiror, or (b) transfer all or
substantially all of its properties or assets to any other person (which along with any transactions set forth in (a) hereof shall be an “Extraordinary Transaction”), then as a condition of such Extraordinary Transaction, adequate
provision will be made 








 whereby the holder of this Warrant will have the right to acquire and receive upon exercise of this
Warrant in lieu of the Warrant Shares immediately theretofore acquirable upon the exercise of this Warrant, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for the number of Warrant Shares
immediately theretofore acquirable and receivable upon exercise of this Warrant had such Extraordinary Transaction not taken place. In any such case, the Company will make appropriate provision to insure that the provisions of this Section 4 hereof
will thereafter be applicable as nearly as may be practicable in relation to any shares of stock or securities thereafter deliverable upon the exercise of this Warrant. The Company will not effect any Extraordinary Transaction unless prior to the
consummation thereof, the successor corporation (if other than the Company) assumes by written instrument the obligations under this Section 4 and the obligations to deliver to the holder of this Warrant such shares of stock, securities or assets
as, in accordance with the foregoing provisions, the holder may be entitled to acquire. 
  

	 	5.	Notices of Record Date, etc. In the event of: 

  

	 	a)	any taking by the Company of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other
distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, or 

  

	 	b)	any merger, consolidation or capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company with or into any other person, or
any transfer of all or substantially all of the assets of the Company, or 

  

	 	c)	any voluntary or involuntary dissolution, liquidation or winding-up of the Company, 

  
 then and in each such event the Company will mail or cause to be mailed to the Holder a notice specifying (a) the date on
which any such record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, and (b) the date on which any such reorganization, reclassification,
recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of shares of Common Stock (or Other Securities) shall be entitled to
exchange their shares of Common Stock (or Other Securities) for securities or other property deliverable on such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up. Such notice
shall be mailed at least 30 days prior, and not more than 90 days prior, to the date specified in such notice on which any such action is to be taken. 








	 	6.	Transfers. 

  

	 	a)	The Warrants and the Warrant Shares are not transferable, in whole or in part, without compliance with the Securities Act, and any applicable state securities laws.


  

	 	b)	Subject to Section 7.1, this Warrant, or any portion hereof, may be transferred by the Holder’s execution and delivery of the form of assignment attached hereto along with this
Warrant upon reasonable prior notice to the Company. Any transferee shall be required, as a condition to the assignment, to deliver all such documentation as the Company deems appropriate. However, until such assignment and such other documentation
are presented to the Company at its principal offices in the United States, the Company shall be entitled to treat the registered holder hereof as the absolute owner hereof for all purposes. 

  

	 	c)	Upon a transfer of this Warrant in accordance with this Section 7, the Company, at its expense, will issue and deliver to or on the order of the Holder a new Warrant or Warrants of
like tenor, in the name of the Holder or as the Holder (on payment by the Holder of any applicable transfer taxes) may direct, representing the aggregate number of Warrant Shares represented by the Warrant or Warrants so surrendered. If this Warrant
is divided into more than one Warrant, or if there is more than one Holder thereof, all references herein to “this Warrant” shall be deemed to apply to the several Warrants, and all references to “the Holder” shall be deemed to
apply to the several Holders, except in either case to the extent that the context indicates otherwise. 

  

	 	7.	Replacement of Warrants. On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of any Warrant and, in the case of
any such loss, theft or destruction of any Warrant, on delivery of an indemnity agreement or security reasonably satisfactory in form and amount to the Company or, in the case of any such mutilation, on surrender and cancellation of such Warrant,
the Company at its expense will execute and deliver in the Holder’s name in exchange and substitution for the Warrant so lost, stolen, destroyed or mutilated, a new Warrant of like tenor. 

  

	 	8.	Notices. All notices required hereunder shall be deemed to have been given and shall be effective only when personally delivered or sent by Federal Express, DHL or
other express delivery service or by certified or registered mail to the address of the Company’s principal office in the United States as follows: 

  
 North American Technologies Group, Inc. 
 14315 W. Hardy Road 
 Houston, TX 77060 
 Attention: President 







 in the case of any notice to the Company, and until changed by notice to the Company, to the address of
the Holder set forth above in the case of any notice to the Holder. 
  

	 	9.	Miscellaneous. This Warrant and any term hereof may be changed, waived, discharged or terminated, other than on expiration, only by an instrument in writing signed by
the party against which enforcement of such change, waiver, discharge or termination is sought. This Warrant shall be construed and enforced in accordance with and governed by the laws of the Commonwealth of Pennsylvania. The headings in this
Warrant are for purposes of reference only, and shall not limit or otherwise affect any of the terms hereof. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.


  
 IN WITNESS WHEREOF, the Company has caused this
Warrant to be signed by its duly authorized officer on the date set forth below. 
  

			
	NORTH AMERICAN TECHNOLOGIES GROUP, INC.
		
	By:	 	  


	 	 	Kevin C. Maddox
	 	 	President and Chief Executive Officer
		
	Date:	 	May 21, 2004









 FORM OF SUBSCRIPTION 
  
 (To be signed only on exercise of Warrant) 
  
 TO
                            : 
  
 The undersigned, the holder of the attached Warrant, hereby irrevocably elects to exercise such Warrant for, and to purchase thereunder,
             Warrant Shares (as defined in the Warrant Agreement governing the attached Warrant) and herewith makes payment of
$             thereof, including $             by certified or bank cashier’s check, representing the full
Exercise Price for such Warrant Shares at the price per share provided for in such Warrant, and requests that the certificates for such shares be issued in the name of, and delivered to
            , whose address is             . 
  
 Dated:               
  

	
	 (Signature must conform in all respect to
 name of holder as specified on the face of
 the Warrant)
  
  
  
  
  
  

	 (Address)










 FORM OF ASSIGNMENT 
  
 (To be signed only on transfer of Warrant) 
  
 For value received, the undersigned hereby sells, assigns, and transfers unto
             the right represented by the attached Warrant to purchase              Warrant Shares (as defined in
the Warrant Agreement government the attached Warrant) to which the within Warrant relates, and appoints Attorney to transfer such right on the books of              with full power
of substitution in the premises. 
  
 Dated:
              
  

	
	 (Signature must conform in all respect to
 name of holder as specified on the face of
 the Warrant)
  
  
  
  
  
  

	 (Address)



  
 Signed in the presence of: