restrictions on transfer under applicable state and federal
securities laws.
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2.5. Governmental Consents and Filings.
The execution and delivery of this
Agreement and the Warrant Agreement, the issuance of the Shares and Warrants
pursuant hereto and the consummation of the transactions provided hereunder does
not require any third party consent and does not violate, conflict with, result
in the breach of, or cause a default under any provision of NATURALNANO's
certificate of incorporation or bylaws or any obligation, mortgage, agreement,
law, order, judgment, decree or any other restriction to which NATURALNANO is a
party or by which NATURALNANO is subject or bound. No consent, approval, order
or authorization of, or registration, qualification, designation, declaration or
filing with, any federal, state or local governmental authority is required on
the part of NATURALNANO in connection with the execution of this Agreement or
the Warrant Agreement, the issuance of the Shares and Warrants or the
consummation of the transactions contemplated by this Agreement or the Warrant
Agreement.
2.6. Litigation.
There is no claim, action, suit, proceeding, arbitration,
complaint, charge or investigation pending or to NATURALNANO's or Key Employee's
knowledge, currently threatened (i) against NATURALNANO or any officer, director
or Key Employee of
NATURALNANO; or (ii) that questions the validity of this
Agreement or the Warrant Agreement or the right of NATURALNANO to enter into
those Agreements, or to consummate the transactions contemplated by those
Agreements or to issue the Shares or Warrants contemplated to be issued
hereunder; and neither NATRUALNANO nor any Key Employee knows any fact which
could form the basis for any such claim, action, suit, complaint, charge or
investigation, that would reasonably be expected to have, either individually or
in the aggregate, a material adverse effect on NATURALNANO or its
business.
Neither NATURALNANO nor, to NATURALNANO's knowledge, any of its
officers, directors or Key Employee is a party or is named as subject to the
provisions of any order, writ, injunction, judgment or decree of any court or
government agency or instrumentality (in the case of officers, directors or Key
Employees, such as would affect NATURALNANO).
There is no action, suit,
proceeding or investigation by NATURALNANO pending or which NATURALNANO intends
to initiate.
The foregoing includes, without limitation, actions, suits,
proceedings or investigations pending or threatened in writing (or any basis
therefor known to NATURALNANO) involving the prior employment of any of
NATURALNANO's employees, their services provided in connection with
NATURALNANO's business, or any information or techniques allegedly proprietary
to any of their former employers, or their obligations under any agreements with
prior employers.
2.7.
Financial Statements. The financial balance sheet and audited statements
of NATURALNANO as of and for the period ended December 31, 2008 and the
unaudited balance sheet and financial statements as of and for the period ended
September 30, 2009, are a public record (a) are in accordance with the books and
records of NATURALNANO and any subsidiaries of NATURALNANO, (b) present fully,
fairly and accurately the financial position of NATURALNANO as