f8k120409ex10vi_naturalnano.htm


     

    Exhibit
10.6

     

    
      PLATINUM
ADVISORS LLC

      152
West 57th
Street, 54th
Floor

      New
York, New York 10019

      


      


      Via
Facsimile and First Class Mail

      


      Effective
November 30, 2009

      


      


      Re:    FORBEARANCE
AGREEMENT

      


      Ladies
and Gentlemen:

      


      Reference
is made to the $97,500 8% Senior Secured Promissory Note due March 6, 2009,
issued on or about March 6, 2007 (the “Note”) from NaturalNano, Inc. and
NaturalNano Research, Inc. (jointly and severally, the “Borrower”) to Platinum
Advisors LLC (the “Lender”).  Capitalized terms used herein and not
otherwise defined shall have the respective meanings given in the
Note.

      


      The
Borrower has requested that the Lender forbear from exercising its various
rights and remedies under the Note 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 Note on
the Maturity Date of the Note, or taking any other action to collect the
principal amount of the Note until the earlier of June 1, 2010 (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
November 30, 2009; provided further it is understood that Borrower is obligated
to make all interest payments required under the Note during the Forbearance
Period and the Lender shall be permitted to convert any Note pursuant to its
terms.

      


      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.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        Effective
November 30, 2009

        Page
2

      

       

       

      2.           Amount
Due.     The Borrower does not contest the
amounts outstanding under the Note as set forth on Schedule A hereto
(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 Note 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 Note 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
Note (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 or the Subordinated Secured Convertible Promissory
Note issued on or about the date hereof (the “Subordinated Note” and,
collectively, 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 Note 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.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
         

        Effective
November 30, 2009

        Page
3

         

      

       

      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 Note 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
Note 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 1, 2010;
(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 Note 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; (5) any
default or event of default shall occur under the Subordinated Note or the
“Transaction Documents” referred to therein; or (6) 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 Note 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.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
         

        Effective
November 30, 2009

        Page
4

      

       

       

      This Letter Agreement shall be deemed
to replace and terminate any existing agreement to forbear collection or other
rights with respect to the Note that may currently in effect between the
Borrower and the Lender.

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        Effective
November 30, 2009

        Page
5

         

      

       

      If the
foregoing is acceptable to you, please sign in the space provided
below.

      


      Sincerely,

      


      PLATINUM ADVISORS LLC

      


      


      By:        /s/
Mark
Mueller                                                

      Name:
Mark Mueller

      Title:
G.M.

      


      


      


      Accepted
and Agreed as of this 30th day
of November, 2009

      


      


      NATURALNANO,
INC.

      


      


      


      
        By:         /s/
James
Wemett                                        
                                 

        Name:  James
Wemett

        Title:
Acting CEO



      


      NATURALNANO
RESEARCH, INC.

       

      
 

      
        By:         /s/
James
Wemett                                        
                                 

        Name:  James
Wemett

        Title:
Acting CEO



      
      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        Effective
November 30, 2009

        Page
6

         

      

      
 

      Schedule
A

      


      
        	
                Note

              	
                Principal
      Outstanding

              	
                Interest
      Outstanding

              
	
                $97,500
      8% Senior Secured Promissory Note due March 6, 2009 issued to
      Lender

              	
                $  97,500

              	
                $  21,645.00