Exhibit 10.5


 


THIS NOTE AND THE SHARES OF CAPITAL
STOCK ISSUABLE UPON ANY CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON, INCLUDING A PLEDGEE,
UNLESS (1) EITHER (A) A REGISTRATION STATEMENT WITH RESPECT THERETO SHALL BE EFFECTIVE UNDER THE SECURITIES ACT, OR (B) THE COMPANY
SHALL HAVE RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
ACT IS AVAILABLE, AND (2) THERE SHALL HAVE BEEN COMPLIANCE WITH ALL APPLICABLE STATE SECURITIES OR "BLUE SKY" LAWS.


 


NATURALNANO, INC.


 


8% CONVERTIBLE PROMISSORY NOTE


 


	$71,614	Original Issuance Date: December 28, 2015


 


NATURALNANO, INC., a Nevada corporation
(the “Company”), for value received, in exchange for 1,387,868 reserved shares of the company's common stock
and replacing the agreement signed On June 30, 2014, where Cape One Master Fund II LLP agreed to exchange certain NaturalNano standing
notes and related accrued and unpaid interest in exchange for two billion reserved shares (measured before the 300 to 1 reverse
split effective December 23, 2014) of the company's common stock. 


 


Hereby promises to
pay to Cape One Master Fund II LLP or its assigns (the “Holder”), the principal amount of Seventy-one
thousand and six hundred fourteen dollars ($71,614) (the “Principal Amount”), together with interest (computed
on the basis of a 365-day year for the actual number of days elapsed) from the date hereof on the unpaid balance of such Principal
Amount from time to time outstanding at the rate of eight percent (8%) per annum (“Interest”) until paid in
full or converted as provided herein.


 


1.            Repayment
of the Note. The Principal Amount outstanding hereunder shall be payable in cash on June 30, 2017 (the “Maturity Date”).
The entire Principal Amount and all accrued and unpaid Interest shall be due and payable on the earlier of (1) the Maturity Date
and (2) the occurrence of an Event of Default (as defined below).


 


2.            Prepayment
of the Note. The Company may prepay any outstanding amounts owing under this Note, in whole or in part, at any time prior to
the Maturity Date, subject to conversions by the Holder, in accordance with Section 3 of this Note.


 


3.            Conversion.


 


(a)           Optional
Conversion. At any time or from time to time and prior to payment in full of the entire Principal Amount, the Holder shall
have the right, at the Holder’s option, to convert the Principal Amount and accrued Interest thereon, in whole or in part
(the “Conversion Amount”), into shares of common stock, par value $0.001 per share (the “Common Stock”)
of the Company. The number of shares of Common Stock to be issued upon a conversion hereunder shall be determined by dividing the
Conversion Amount by $0.05.


 




     


     


    

  


(b)           Conversion
Mechanics. In order to convert this Note into Common Stock, the Holder shall give written notice to the Company at its principal
corporate office or the notice address provided in this Note (which notice, notwithstanding anything herein to the contrary, may
be given via facsimile, email, or other means in the discretion of the Holder) pursuant to the forms attached hereto as Exhibit
A (the “Conversion Notice”) of the election to convert the same pursuant to this section (the date on
which a Conversion Notice is given, a “Conversion Date”). Such Conversion Notice shall state the Conversion
Amount and the number of shares of Common Stock to which the Holder is entitled pursuant to the Conversion Notice (the “Conversion
Shares”). The Company shall immediately, but in no event later than three (3) trading days after receipt of a Conversion
Notice (the “Required Delivery Date”), deliver the Conversion Shares to the Holder.


 


(c)           No
Fractional Shares. No fractional Conversion Shares shall be issued by the Company. In lieu thereof, the shares of Common Stock
otherwise issuable shall be rounded up to the nearest whole Conversion Share.


 


(d)           Holder’s
Conversion Limitations. The Company shall not effect any conversion of this Note, and a Holder shall not have the right to
convert any portion of this Note, pursuant to Section 3 or otherwise, to the extent that after giving effect to such issuance after
conversion as set forth on the applicable Conversion Notice, the Holder (together with the Holder’s affiliates, and any other
Persons acting as a group together with the Holder or any of the Holder’s affiliates), would beneficially own in excess of
the Beneficial Ownership Limitation (as defined below).  For purposes of the foregoing sentence, the number of shares of Common
Stock beneficially owned by the Holder and its affiliates shall include the number of shares of Common Stock issuable upon conversion
of this Note with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which
would be issuable upon (i) conversion of the remaining, nonconverted portion of this Note beneficially owned by the Holder or any
of its affiliates and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company
(including, without limitation, any other Common Stock Equivalents (as defined below)) subject to a limitation on conversion or
exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its affiliates.  Except as
set forth in the preceding sentence, for purposes of this Section 3(d), beneficial ownership shall be calculated in accordance
with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder
that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act
and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation
contained in this Section 3(d) applies, the determination of whether this Note is convertible (in relation to other securities
owned by the Holder together with any affiliates) and of which portion of this Note is convertible shall be in the sole discretion
of the Holder, and the submission of a Conversion Notice shall be deemed to be the Holder’s determination of whether this
Note is convertible (in relation to other securities owned by the Holder together with any affiliates) and of which portion of
this Note is convertible, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation
to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above
shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder.
For purposes of this Section 3(d), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number
of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with
the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by
the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding.  Upon the
written or oral request of a Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder the
number of shares of Common Stock then outstanding.  In any case, the number of outstanding shares of Common Stock shall be
determined after giving effect to the conversion or exercise of securities of the Company, including this Note, by the Holder or
its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial
Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving
effect to the issuance of shares of Common Stock issuable upon conversion of this Note. The Holder, upon not less than 61 days’
prior notice to the Company, may increase the Beneficial Ownership Limitation provisions of this Section 3(d). The Holder may,
at any time, decrease the Beneficial Ownership Limitation, effective immediately. Any increase will not be effective until the
61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented
in a manner otherwise than in strict conformity with the terms of this Section 3(d) to correct this paragraph (or any portion hereof)
which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or
supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall
apply to a successor holder of this Note.


 




     


     


    

  


(e)           Adjustments
for Issuance of Additional Securities. In the event that the Company shall, at any time, from time to time, issue or sell any
additional shares of Common or pursuant to Common Stock Equivalents (hereafter defined) (“Additional Shares of Common
Stock”), at a price per share less than the Conversion Price then in effect or without consideration, then the Conversion
Price upon each such issuance shall be reduced to a price equal to the consideration per share paid for such Additional Shares
of Common Stock. The provisions of this Section 3(e) shall apply if (a) the Company, at any time after the Issuance Date, shall
issue any securities convertible into or exchangeable for, directly or indirectly, Common Stock (“Convertible Securities”),
or (b) any rights or warrants or options to purchase any such Common Stock or Convertible Securities (collectively, the “Common
Stock Equivalents”) shall be issued or sold. If the price per share for which Additional Shares of Common Stock may be
issuable pursuant to any such Common Stock Equivalent shall be less than the applicable Conversion Price then in effect, or if,
after any such issuance of Common Stock Equivalents, the price per share for which Additional Shares of Common Stock may be issuable
thereafter is amended or adjusted, and such price as so amended shall be less than the applicable Conversion Price in effect at
the time of such amendment or adjustment, then the applicable Conversion Price upon each such issuance or amendment shall be adjusted
as provided in the first sentence of this Section 3(e). Notwithstanding the foregoing, no adjustment shall be made pursuant to
this Section 3(e) with respect to an Excepted Issuance. “Excepted Issuance” means (i) securities issued as full
or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of
the securities or assets of a corporation or other entity which holders of such securities or debt are not at any time granted
registration rights equal to or greater than those granted to the Holder, (ii) the Company’s issuance of securities in connection
with strategic license agreements and other partnering arrangements so long as such issuances are not primarily for the purpose
of raising capital and which holders of such securities or debt are not at any time granted registration rights equal to or greater
than those granted to the Holder, (iii) the Company’s issuance of Common Stock or the issuances or grants of options to purchase
Common Stock to employees, directors, and consultants, pursuant to plans that have been approved by a majority of the stockholders
and a majority of the independent members of the board of directors of the Company or in existence as such plans are constituted
on the original issuance date of this Note, (iv) the Company’s issuance of securities upon the exercise or exchange of or
conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding
on the original issuance date of this Note on the terms then in effect and (v) any and all securities required to be assumed by
the Company by the terms thereof as a result of any of the foregoing even if issued by a predecessor acquired in connection with
a business combination, merger or share exchange.


 


(f)            Other
Adjustments. If the Company shall at any time or from time to time after the original issuance date of this Note, effect a
stock split of the outstanding Common Stock, the applicable Conversion Price in effect immediately prior to the stock split shall
be proportionately decreased. If the Company shall at any time or from time to time after the original issuance date of this Note,
combine the outstanding shares of Common Stock, the applicable Conversion Price in effect immediately prior to the combination
shall be proportionately increased. Any adjustments under this Section 3(f) shall be effective at the close of business on the
date the stock split or combination occurs. If the Company shall at any time or from time to time after the Issuance Date, make
or issue or set a record date for the determination of holders of Common Stock entitled to receive a dividend or other distribution
payable in shares of Common Stock, then, and in each event, the applicable Conversion Price in effect immediately prior to such
event shall be decreased as of the time of such issuance or, in the event such record date shall have been fixed, as of the close
of business on such record date, by multiplying, the applicable Conversion Price then in effect by a fraction:


 


		(1)	the numerator of which shall be the total number of shares of Common Stock issued and outstanding
immediately prior to the time of such issuance or the close of business on such record date; and



 


		(2)	the denominator of which shall be the total number of shares of Common Stock issued and outstanding
immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common
Stock issuable in payment of such dividend or distribution.



 




     


     


    

  


If the Company shall
at any time or from time to time after the original issuance date of this Note, make or issue or set a record date for the determination
of holders of Common Stock entitled to receive a dividend or other distribution payable in other than shares of Common Stock, then,
and in each event, an appropriate revision to the applicable Conversion Price shall be made and provision shall be made (by adjustments
of the Conversion Price or otherwise) so that the holders of this Note shall receive upon conversions thereof, in addition to the
number of shares of Common Stock receivable thereon, the number of securities of the Company which they would have received had
this Note been converted into Common Stock on the date of such event and had thereafter, during the period from the date of such
event to and including the Conversion Date, retained such securities (together with any distributions payable thereon during such
period), giving application to all adjustments called for during such period under this Section 3(f) with respect to the rights
of the Holder; provided, however, that if such record date shall have been fixed and such dividend is not fully paid
or if such distribution is not fully made on the date fixed therefor, the Conversion Price shall be adjusted pursuant to this paragraph
as of the time of actual payment of such dividends or distributions.


 


If at any time or from
time to time after the original issuance date of this Note there shall be a capital reorganization of the Company (other than by
way of a stock split or combination of shares or stock dividends or distributions provided for in this Section 3(f), or a reclassification,
exchange or substitution of shares, or a merger or consolidation of the Company with or into another person where the holders of
outstanding voting securities prior to such merger or consolidation do not own over fifty percent (50%) of the outstanding voting
securities of the merged or consolidated entity, immediately after such merger or consolidation, or the sale of all or substantially
all of the Company’s properties or assets to any other person (an “Organic Change”), then as a part of
such Organic Change, an appropriate revision to the Conversion Price shall be made and provision shall be made (by adjustments
of the Conversion Price or otherwise) so that the Holder shall have the right thereafter to convert such Note into the kind and
amount of shares of stock and other securities or property of the Company or any successor corporation resulting from Organic Change.
In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 3(f) with respect to
the rights of the Holder after the Organic Change to the end that the provisions of this Section 3(f) (including any adjustment
in the applicable Conversion Price then in effect and the number of shares of stock or other securities deliverable upon conversion
of this Note) shall be applied after that event in as nearly an equivalent manner as may be practicable.


 


Other Events.
If any event occurs of the type contemplated by the provisions of this Section 3(f) but not expressly provided for by such
provisions (including, without limitation, the granting of stock appreciation rights or phantom stock rights), then the Company’s
Board of Directors will make an appropriate adjustment in the Conversion Price so as to protect the rights of the Holder; provided
that no such adjustment pursuant to this Section 3(f) will increase the Conversion Price as otherwise determined pursuant
to this Section 3.


 


(g)            Buy-In.
In addition to any other rights available to the Holder, if the Company fails to cause its transfer agent to transmit via DWAC
or transmit to the Holder a certificate or certificates representing the shares of Common Stock issuable upon conversion of this
Note on or before the Required Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open
market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of the shares of Common
Stock issuable upon conversion of this Note which the Holder anticipated receiving upon such conversion (a “Buy-In”),
then the Company shall (1) pay in cash to the Holder the amount by which (x) the Holder’s total purchase price (including
brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the
number of shares of Common Stock issuable upon conversion of this Note that the Company was required to deliver to the Holder in
connection with the conversion at issue times (B) the price at which the sell order giving rise to such purchase obligation was
executed, and (2) at the option of the Holder, either reinstate the portion of the Note and equivalent number of shares of Common
Stock for which such conversion was not honored or deliver to the Holder the number of shares of Common Stock that would have been
issued had the Company timely complied with its conversion and delivery obligations hereunder. For example, if the Holder purchases
Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of shares of Common
Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding
sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating
the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably
requested by the Company. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder,
at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the
Company’s failure to timely deliver certificates representing shares of Common Stock upon conversion of this Note as required
pursuant to the terms hereof.




     


     


    

  


4.           Termination
of Rights Under this Note. This Note shall no longer be deemed to be outstanding, and all rights with respect to this Note
shall immediately cease and terminate, upon receipt by the Holder of (i) the Principal Amount outstanding and all accrued and unpaid
Interest thereon, on the Maturity Date or (ii) the conversion of the entire Principal Amount and Interest then due hereunder.


 


5.           Taxes
or other Issuance Charges. The Company shall pay any and all taxes or other expenses that may be payable in respect of any
issuance or delivery of the Conversion Shares.


 


6.           Event
of Default. (a) Each of the following events, individually, shall constitute an “Event of Default”:


 


		(i)	the Company shall fail to pay any amount under the Note when and as the same shall become due and
payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise;



 


		(ii)	the Company shall fail to pay any accrued but unpaid interest when and as the same shall become
due and payable;



 


		(iii)	any representation or warranty made by or on behalf of the Company in or in connection with the
issuance of this Note, or in any report, certificate or other document furnished pursuant to or in connection with the issuance
of this Note, shall prove to have been incorrect in any material respect when made or deemed made or shall be breached;



 


		(iv)	the Company shall fail to observe or perform any covenant, condition or agreement contained in
this Note (other than those specified in clause (i), (ii), and (iii) of this Section 6 and such failure shall continue unremedied
for a period of ten (10) days after notice thereof from Holder to the Company;



 


		(v)	an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking
(i) liquidation, reorganization or other relief in respect of the Company or its debts, or of a substantial part of its assets,
under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the
appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Company or for a substantial
part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for ninety (90) days or an order
or decree approving or ordering any of the foregoing shall be entered;



 


		(vi)	the Company shall (i) voluntarily commence any proceeding or file any petition seeking liquidation,
reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter
in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition
described in clause (v) of this Section 6, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator,
conservator or similar official for the Company or for a substantial part of its assets, (iv) file an answer admitting the material
allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or
(vi) take any action for the purpose of effecting any of the foregoing;



 


		(vii)	the Company shall be unable, admit in writing its inability, or fail generally, to pay its debts
as they become due;



 




     


     


    

  


		(viii)	one or more final judgments for the payment of money in an aggregate amount in excess of $25,000
shall be rendered against the Company and the same shall remain undischarged for a period of twenty (20) consecutive days during
which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy
upon any assets of the Company to enforce any such judgment;



 


		(ix)	any default by the Company under, or the occurrence of any event of default as defined in, any
other indebtedness owed by the Company;



 


		(x)	any event, transaction, action or omission of or involving the Company shall occur which Holder
reasonably believes will result in a material adverse effect on the Company’s business and operations;



 


		(xi)	this Note shall cease to be, or shall be asserted by the Company or other obligor thereunder not
to be, in full force and effect



 


(b)           Remedies.
Upon the occurrence of an Event of Default, and in every such event (other than an event with respect to the Company described
in clauses (v), (vi) or (vii) of Section 6(a), at any time during the continuance of such event, Holder may, at its sole election,
by notice to the Company, declare all amounts under the Note then outstanding to be due and payable in whole (or in part, in which
case any amounts under the Note not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon
the outstanding amount under the Note so declared to be due and payable, together with all fees and other payment obligations of
the Company accrued but unpaid under the Note, shall become due and payable immediately, without presentment, demand, protest or
other notice of any kind, all of which are hereby waived by the Company, and in case of any event with respect to the Company described
in clauses (v), (vi) or (vii) of Section 6(a), amounts under the Note then outstanding, together with all fees and other payment
obligations of the Company accrued but unpaid under the Note, shall automatically become due and payable, without presentment,
demand, protest or notice of any kind, all of which are hereby waived by the Company.


 


7.            Non-Waiver.
The failure of the Holder to enforce or exercise any right or remedy provided in this Note or at law or in equity upon any default
or breach shall not be construed as waiving the rights to enforce or exercise such or any other right or remedy at any later date.
No exercise of the rights and powers granted in or held pursuant to this Note by the Holder, and no delays or omission in the exercise
of such rights and powers shall be held to exhaust the same or be construed as a waiver thereof, and every such right and power
may be exercised at any time and from time to time.


 


8.            Waiver
by the Company. The Company hereby waives presentment, protest, notice of protest, notice of nonpayment, notice of dishonor
and any and all other notices or demands relative to this Note, except as specifically provided herein.


 


9.            Usury
Savings Clause. The Company and the Holder intend to comply at all times with applicable usury laws. If at any time such laws
would render usurious any amounts due under this Note under applicable law, then it is the Company’s and Holder’s express
intention that the Company not be required to pay Interest on this Note at a rate in excess of the maximum lawful rate, that the
provisions of this Section 9 shall control over all other provisions of this Note which may be in apparent conflict hereunder,
that such excess amount shall be immediately credited to the balance of the Principal Amount of this Note, and the provisions hereof
shall immediately be reformed and the amounts thereafter decreased, so as to comply with the then applicable usury law, but so
as to permit the recovery of the fullest amount otherwise due under this Note.


 


10.          Holder
Not a Stockholder. The Holder shall not have, solely on account of such status as a holder of this Note, any rights of a stockholder
of the Company, either at law or in equity, or any right to any notice of meetings of stockholders or of any other proceedings
of the Company until such time as this Note has been converted, at which time the Holder shall be deemed to be the holder of record
of the Conversion Shares, as applicable, notwithstanding that the transfer books of the Company shall then be closed or certificates
representing such Conversion Shares shall not then have been actually delivered to the Holder.


 




     


     


    

  


11.          Miscellaneous.


 


(a)           Use
of Proceeds. The Company covenants to use the proceeds from the sale of this Note for the payment and full satisfaction of
the Company’s obligations under certain outstanding indebtedness of the Company to be approved by the Holder.


 


(b)           Governing
Law; Venue. This Note shall be enforced, governed and construed in all respects in accordance with the laws of the State of
New York as such laws are applied by the New York courts to contracts solely performed within its borders, except with respect
to the conflicts of law provisions thereof. Any legal suit, action or proceeding arising out of or relating to this Note or the
transactions contemplated hereby shall be instituted exclusively in New York County, New York. The parties hereto hereby: (i) waive
any objection which they may now have or hereafter have to the venue of any such suit, action or proceeding, and (ii) irrevocably
consent to the jurisdiction of the federal and state courts located in New York County, New York in any such suit, action or proceeding.
This Note shall be deemed an unconditional obligation of Company for the payment of money and, without limitation to any other
remedies of Holder, may be enforced against Company by summary proceeding pursuant to New York Civil Procedure Law and Rules Section
3213 or any similar rule or statute in the jurisdiction where enforcement is sought. For purposes of such rule or statute, any
other document or agreement to which Holder and Company are parties or which Company delivered to Holder, which may be convenient
or necessary to determine Holder’s rights hereunder or Company’s obligations to Holder are deemed a part of this Note,
whether or not such other document or agreement was delivered together herewith or was executed apart from this Note.


 


(c)           Successors
and Assigns. This Note and the obligations hereunder shall inure to the benefit of and be binding upon the respective successors
and assigns of the parties; provided, however, that the Holder may assign all or any portion of this Note without the consent of
the Company.


 


(d)           Notices.
Any notice or other document required or permitted to be given or delivered to the parties hereto shall be in writing and sent:
(i) by fax, if the sender on the same day sends a confirming copy of such notice by a recognized overnight delivery service (charges
prepaid), or (b) by registered or certified mail, with return receipt requested (postage prepaid), or (c) by a recognized overnight
delivery service (with charges prepaid), to the following addresses:


 


		(i)	If to the Company, at:



 


763 Linden Ave.


Rochester, New York 14625


 


		(ii)	If to a Holder, at:



 


Cape
One Master Fund II LLP


 


(e)           Amendment;
Waiver. No modification, amendment or waiver of any provision of this Note shall be effective unless in writing and approved
by the Company and the Holder.


 


(f)           Invalidity.
Any provision of this Note which may be determined by a court of competent authority to be prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invaliding the remaining
provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable
such provision in any other jurisdiction.


 


(g)           Section
and Paragraph Headings. The section and paragraph headings contained herein are for convenience only and shall not be construed
as part of this Note.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.


SIGNATURE PAGE FOLLOWS]


 




     


     


    

 


 


IN WITNESS WHEREOF,
this Note has been executed and delivered on the date first above written by the duly authorized representative of the Company.


 


	NATURALNANO, INC.	 
	 	 
	 	 	 
	By:	 	 
	Name:	James Wemett	 
	Title:	President 	 


 




     


     


    

 


 


EXHIBIT A


 


	Date: 	 	 
	 	 
	NATURALNANO, INC. 	 
	 	 
	 	 


Attn:


 


CONVERSION NOTICE


 


The above-captioned
Holder hereby gives notice to NaturalNano, Inc., a Nevada corporation (the “Company”), pursuant to that certain
Convertible Promissory Note made by the Company in favor of the Holder in the principal amount of $_______ by the Company (the
“Note”); that the Holder elects to convert the portion of the Note balance set forth below into fully paid and
non-assessable shares of Common Stock of the Company as of the date of conversion specified below.


 


	A.	Date of conversion:	 	 
	B.	Conversion #:	 	 
	C.	Conversion Amount:	 	 
	D.	Conversion Price: 	 	 
	E.	Conversion Shares:	 	 
	F.	Remaining Note Balance:	 	 


 


Please transfer the Conversion Shares
to the undersigned at:


 





	Address:	 
	 	 
	 	 
	 	 
	 	 
	Sincerely,	 
	 	 
	By:	 	 
	Name: