Exhibit 10.7


 


Alpha
Capital


 


Via
Facsimile and First Class Mail


 


	Effective 11/30/15	 


 


		Re:	FORBEARANCE AGREEMENT



 


Ladies
and Gentlemen:


 


Reference
is made to attached ledger stating the Senior Secured Convertible Note due, 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 totaling as of December 31, 2015 $1,220,426 principle
and $440,535 interest.


 


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 November 30, 2016 (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, 2016; provided further it is understood that Borrower is 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.


 




     


     


    

  


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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
and 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, none


 


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.


 




     


     


    

  


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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 November 30, 2016; (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.


 




     


     


    

 


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


 


	 	Sincerely,
	 	 
	 	Alpha Capital
	 	 
	 	By:	/s/ Konrad Ackermann
	 	 	Name:	Konrad Ackermann
	 	 	Title:	Director


 


	Accepted and Agreed as of this of April 17, 2016
	 
	NATURALNANO, INC.


 


 


 


	By:	 	 
	 	Name:	 
	 	Title:	 


 


	NATURALNANO RESEARCH, INC.


 


 


 


	By:	 	 
	 	Name:	 
	 	Title: