f8k120409ex10viii_naturlnano.htm


     

     

    Exhibit
10.8

     

    
      NaturalNano,
Inc.

      NaturalNano
Research, Inc.

      15 Schoen
Place

      Pittsford,
New York 14534-2025

       

      November
30, 2009

      


      Platinum
Long Term Growth IV, LLC

      152 West
57th
Street, 54th
Floor

      New York,
New York 10019

      


      Platinum
Advisors LLC

      152 West
57th
Street, 54th
Floor

      New York,
New York 10019

      


      Longview
Special Finance Inc.

      Trident
Chambers

      P.O.Box
146

      Road
Town, Tortola,

      British
Virgin Islands

      


      Ladies
and Gentlemen:

      


      NaturalNano,
Inc. (the “Company”) is requesting the Senior Creditors’ consent to the issuance
by the Company of a subordinate convertible promissory note in the aggregate
principal amount of $225,000 (the “Junior Note”), convertible (subject to
adjustment) at a conversion price of $.005 per share of Common Stock of the
Company.  The Junior Note, and any agreements entered into in connection
with the Note, shall provide that the Note shall be expressly subordinate, in
right of payment and security, to all indebtedness of the Company (the “Senior
Debt”) to Platinum Long Term Growth IV, LLC, Longview Special Finance Inc. and
Platinum Advisors LLC (collectively, the “Senior Creditors”).  In
connection with the issuance of the Junior Note, the Company is also issuing a
Common Stock Purchase Warrant (the “Warrant”) to purchase 45,000,000 shares of
the Company’s Common Stock at an initial exercise price of $.025 per share
(subject to adjustment).

      


      The
Company covenants and agrees with the Senior Creditors that (i) it will not
make, and will not permit any subsidiary to make, directly or indirectly, any
payment in respect of the Junior Note or the Warrant (other than conversion or
exercise of the same into Common Stock of the Company), whether in respect of
principal, interest, redemption price or otherwise, until payment in full of the
Senior Debt, whether or not the Senior Debt is then due and payable, or whether
or not the Senior Creditors have agreed to forbear their remedies in respect
thereof, (ii) the Junior Note shall provide that it is subordinate to the Senior
Debt with respect to payment and security and (iii) any agreement purporting to
grant to the holders of the Junior Note any lien on assets of the Company shall
provide that the exercise of remedies with respect to such assets shall provide
for the prior payment in full of all Senior Debt.  It is further agreed to
by the Company that any default or event of default pursuant to the Junior Note
shall be deemed to 

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      constitute
a default or Event of Default under the Senior Debt and shall automatically
terminate any forbearance of the Senior Creditors’ rights to enforce the
provisions of the Senior Debt and related agreements.  In no event shall
any consent hereunder be deemed to waive any conversion price or exercise price
adjustment that may triggered upon the issuance, exercise or conversion of the
Junior Note and the Warrant under any warrants or convertible securities held by
the Senior Creditors, including the Senior Debt and the warrant issued in
connection therewith.

       

       

      
        	
                 Very truly
      yours, 

                 

                 NATURALNANO, INC.

                 

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


      

      


       

       

                                                      

      
        Accepted
and agreed to this

        30th day
of November, 2009 by:

        


        PLATINUM
LONG TERM GROWTH IV, LLC

         

         

        
          	 By:	   /s/ Mark
      Nordlicht                            
	 	 Name: 	 Mark
      Nordlicht 
	 	 Title:	 G.M.


        

         

        


        PLATINUM
ADVISORS LLC

         

         

        
          	 By:	   /s/ Mark
      Nordlicht                            
	 	 Name: 	 Mark
    Nordlicht
	 	 Title:	 G.M.




        
        

        LONGVIEW
SPECIAL FINANCE INC.

        


         

        
          	 By:	   /s/ Francois         
            [illegible]
	 	 Name: 	 Francois
             
           [illegible]
	 	 Title:	 Director