Alpha
Capital 


150
Central Park South 


2nd
Floor


New
York, NY 10019


 


VIA
FACSIMILE AND FIRST CLASS MAIL


 


Effective
June 30, 2013


 


Re:
FORBEARANCE AGREEMENT 


 


Ladies
and Gentlemen:


 


Reference
is made to the $500,000 8% Senior Secured Promissory Note due March 6, 2009, issued on or about March 6, 2007, the $20,000 8%
Senior Secured Promissory Note due March 6, 2009, issued on or about August 4, 2008, the $30,000 Senior Secured Promissory
Note due January 31, 2010, issued on or about September 29, 2008, and the $25,500 Senior Secured Promissory Note due January
31, 2010, issued on or about October 31, 2008, on or about 4/3/2009 a $34,750 note , on or about 10/22/2009 a note for
$40,000, on and about 7/21/2010 a note for $3846, on and about 10/20/2010 a note for $3077, on and about 11/12/2010, a note
for $9000 and $24,000 on or about July 19,2012, on or about December 4, 2012
$2500, and on or about December 10, 2012, $2500, and on or about February 11, 2013 $3500 and on or about June 28, 2013 $2500,
plus additional notes for 2013(together the "Notes") from NaturalNano, Inc. and NaturalNano Research, Inc. (jointly
and severally, the "Borrower") to Alpha Capital (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 on the Maturity Date of the Notes, or taking any
other action to collect the principal amount of the Notes until the earlier of June 30, 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 June 30, 2014;
provided further it is understood that Borrower is not obligated to make all 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 at the interest rate set forth under the Notes (8%); it being understood that the default rate shall apply upon the occurrence
of any Event of Default (other than Existing Defaults) thereunder or upon termination of the Forbearance Period.


 


5.          Other
Notes. The Borrower agrees that it shall not provide any holder of the Notes issued on
or about March 6, 2007, August 5, 2008, September 29, 2008 or October 31, 2008, 4/3/2009, 10/22/2009, 07/21/2010, 10/20,2010, 11,12,2010
(the "Other Notes") any concession or payment with respect to such Other Notes without first offering the Lender the
opportunity to receive such payment or concession with respect to the Notes.


 


6.          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.


 




    	 



    	 



    

 


 


7.          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.


 


8.          Termination
of Forbearance Period. The Forbearance Period shall terminate upon the earlier to occur
of: (1) 5:00 pm (New York City Time) on June 30, 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.


 


9.          Adjustment
of Conversion Prices and Ratios. In consideration of the agreement of the Lender to forbear from exercising its rights and
remedies as is set forth herein, (i) the Borrowers covenant and agree that, with respect to any Note that is convertible pursuant
to its terms, the Conversion Price (as defined and as set forth in the Notes) is, effective as of the date hereof, hereafter reduced
to the lowest of (A) 75% of the lowest of the average VWAP (as defined in such Notes) for the one business day, five business day
or ten business day period immediately preceding the date of the conversion request, such period to be selected by the Lender.
This conversion adjustments covers from July 1, 2012 and going forward until changed.


 




    	 



    	 



    

 


 


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,
	 	 
	 	Alpha Capital.
	 	 	 
	 	By:	/s/ Kourad Ackermann
	 	Name:	Kourad Ackermann
	 	Title:	Director


 


Accepted
and Agreed as of accepted date above 


 


	NATURALNANO, INC.	 
	 	 	 
	By:	/s/ James Wemett	 
	Name: James Wemett	 
	Title: Acting President and CEO	 
	 	 
	NATURALNANO RESEARCH, INC.	 
	 	 	 
	By:	/s/ James Wemett	 
	Name: James Wemett	 
	Title: Acting President and CEO