Exhibit 10.173


 


Via Facsimile and First
Class Mail


 


Effective July 18, 2014


 


		Re:	FORBEARANCE AGREEMENT



 


Ladies and Gentlemen:


 


Reference is made to
the 8% Convertible Notes set forth on Schedule I hereto issued by NaturalNano, Inc. (the “Borrower”) to Marlin Capital
Investments LLC (the “Lender”). Capitalized terms used herein and not otherwise defined shall have the respective meanings
given in the Notes.


 


The Borrower has requested
that the Lender forbear from exercising its various rights and remedies under the Notes and other related documents (collectively,
the “Loan Documents”) that may otherwise be exercised by the Lender on the date hereof, in order to provide the Borrower
with additional time during which it may resolve its current financial problems.


 


The Lender is prepared
to forbear from demanding payment of principal on the Notes or taking any other action to collect the principal amount of the Notes
until the earlier of November 20, 2014 (unless extended by the Lender in its discretion) or the termination of the Forbearance
Period pursuant to the terms of this Letter Agreement (such period, the “Forbearance Period”), provided the Borrower
accepts and agrees to the terms, conditions and covenants set forth herein, and communicates such acceptance (by delivering a signed
copy of this Letter Agreement) to the Lender no later than 5:00 p.m. on July 21, 2014; provided further it is understood that Borrower
is not obligated to make any interest payments required under the Notes during the Forbearance Period.


 


Upon execution by the
Borrower, this letter shall be a binding agreement among the respective parties hereto (referred to as the “Letter Agreement”).


 


By its execution, the
Borrower represents warrants and covenants as follows:


 


1.          No
Duress.          The Borrower has freely and voluntarily entered into this Letter
Agreement after an adequate opportunity to review and discuss the terms and conditions and all factual and legal matters relevant
hereto with counsel freely and independently chosen by it and this Letter Agreement is being executed without fraud, duress, undue
influence or coercion of any kind or nature whatsoever having been exerted by or imposed upon any party.


 


2.          Amount
Due.          The Borrower does not contest the amounts outstanding under the
Notes as set forth in the Lender’s books and records (the “Outstanding Amount”).
The Borrower shall also be responsible for reimbursing the Lender for all costs and expenses, including the fees and expenses of
legal counsel that may be incurred in connection with the enforcement of this Letter Agreement, which, if incurred, shall be added
to the Outstanding Amount. The Borrower acknowledges and agrees that the Outstanding Amount, plus interest accrued thereon, shall
be due and owing upon termination of the Forbearance Period.


 




    	 



    	 



    

 


 


3.          No
Defenses.          The Borrower has no defenses, affirmative or otherwise, rights
of setoff, rights of recoupment, claims, counterclaims, or causes of action of any kind or nature whatsoever against the Lender,
its officers, directors, employees, attorneys, legal representatives or affiliates (collectively, the “Lender Group”),
directly or indirectly, arising out of, based upon, or in any manner connected with, any transaction, event, circumstance, action,
failure to act, or occurrence of any sort or type, whether known or unknown, which occurred, existed, was taken, permitted, or
began prior to the execution of this Letter Agreement and accrued, existed, was taken, permitted or begun in accordance with, pursuant
to, or by virtue of the Notes or any of the terms or conditions of the Loan Documents, or which directly or indirectly relate to
or arise out of or in any manner are connected with the Notes or any of the Loan Documents; TO THE EXTENT ANY SUCH DEFENSES, AFFIRMATIVE
OR OTHERWISE, RIGHTS OF SETOFF, RIGHTS OF RECOUPMENT, CLAIMS, COUNTERCLAIMS, OR CAUSES OF ACTION EXIST, SUCH DEFENSES, RIGHTS,
CLAIMS, COUNTERCLAIMS, AND CAUSES OF ACTION ARE HEREBY FOREVER WAIVED, DISCHARGED AND RELEASED.         


 


4.          Interest
Continues to Accrue.          During the Forbearance Period, the Outstanding Amount
shall bear interest under the Notes of eighteen percent (8%).


 


5.          Forbearance.         During
the Forbearance Period, the Lender agrees that it will not take any further action against the Borrower or exercise or move to
enforce any other rights or remedies provided for in the Loan Documents or otherwise available to it, at law or in equity, by virtue
of the occurrence and/or continuation of any default or Event of Default under the Notes existing on the date hereof, including
any default relating to the Borrower’s failure to maintain the effectiveness of any registration statement (the “Existing
Defaults”), or take any action against any property in which the Borrower has any interest.


 


6.          Lender
to Retain all Rights.          It is understood and agreed that this Letter Agreement
does not waive or evidence consent to any default or Event of Default (including the Existing Defaults) under the Notes or the
Loan Documents. The parties hereto acknowledge and agree that the Lender (i) shall retain all rights and remedies it may now have
with respect to the Notes and the Borrower’s obligations under the Loan Documents (“Default Rights”), and (ii)
shall have the right to exercise and enforce such Default Rights upon termination of the Forbearance Period. The parties further
agree that the exercise of any Default Rights by the Lender upon termination of the Forbearance Period shall not be affected by
reason of this Letter Agreement, and the parties hereto shall not assert as a defense thereto the passage of time, estoppel, laches
or any statute of limitations to the extent that the exercise of any Default Rights was precluded by this Letter Agreement.


 


7.          Termination
of Forbearance Period.          The Forbearance Period shall terminate upon the
earlier to occur of: (1) 5:00 pm (New York City Time) on November 20, 2014; (2) the Borrower shall fail to observe, perform, or
comply with any of the terms, conditions or provisions of this Letter Agreement as and when required and/or any other Event of
Default (other than the Existing Defaults occurring prior to the date hereof) shall occur under the Notes or any of the Loan Documents
or any other agreement between the Borrower and the Lender (or its affiliates) or any other indebtedness issued by the Borrower
to the Lender or its affiliates; (3) any representation or warranty made herein, in any document executed and delivered in connection
herewith, or in any report, certificate, financial statement or other instrument or document now or hereafter furnished by or on
behalf of the Borrower in connection with this Letter Agreement, shall prove to have been false, incomplete or misleading in any
material respect on the date as of which it was made; (4) any suit preceding or other action is commenced by any other creditor
against the Company; or (5) a court of competent jurisdiction shall enter an order for relief or take any similar action in respect
of the Borrower in an involuntary case under any applicable bankruptcy, insolvency, reorganization, moratorium or similar law now
or hereafter in effect or a petition for relief under any applicable bankruptcy, insolvency, reorganization, moratorium or other
similar law shall be filed by or against the Borrower.


 




    	 



    	 



    

 


Upon termination of
the Forbearance Period, should the Notes or any of the Borrower’s obligations under the Loan Documents not be satisfied in
full, the Lender shall be entitled to pursue immediately its various rights and remedies, including its Default Rights, against
the Borrower, all collateral given by the Borrower to secure the Loan and the obligations under the Loan Documents, without regard
to notice and cure periods, all of which are hereby waived by the Borrower. Without limiting the generality of the foregoing, upon
termination of the Forbearance Period, the Lender shall be permitted to immediately exercise its rights to demand and collect on
the Outstanding Amount. If the foregoing is acceptable to you, please sign in the space provided below.


 


	 	Sincerely,
	 	 
	 	MARLIN CAPITAL INVESTMENTS LLC
	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:
	 	 
	NATURALNANO, INC.	 


 


	By: 	/s/ James Wemett 	 
	 	Name: James Wemett	 
	 	Title: CEO	 


 




    	 



    	 



    

 


Exhibit A


 


Loan for $45,000 on May 8, 2014