SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 13th, 2017 • Omni Shrimp, Inc. • Plastics products, nec • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 21, 2017, by and between NATURALNANO, INC., a Nevada corporation, with headquarters located at 13613 Gulf Boulevard, Madeira Beach, FL 33738 (the “Company”), and AUCTUS FUND, LLC, a Delaware limited liability company, with its address at 101 Arch Street, 20th Floor, Boston, MA 02110 (the “Buyer”).
AGREEMENT AND PLAN OF MERGERMerger Agreement • September 30th, 2005 • Cementitious Materials Inc • Blank checks • Utah
SECURED CONVERTIBLE NOTE DUE January 11, 2021Convertible Security Agreement • January 25th, 2019 • Omni Shrimp, Inc. • Plastics products, nec • New York
THIS CONVERTIBLE NOTE is one of a series of duly authorized and validly issued Notes of Omni Shrimp, Inc., a Nevada corporation, (the “Borrower”), having its principal place of business at 517 Dumaine, PH4, New Orleans, LA 70116, due January 11, 2021 (this note, the “Note” and, collectively with the other notes of such series, the “Notes”).
Page 1 of 3 RESCISSION AGREEMENT THIS RESCISSION AGREEMENT (the "Rescission Agreement") is made and entered into this ______ day of April 2004, by and between Cementitious Materials, Inc., formerly known as American Thorium, Inc., a Nevada corporation...Rescission Agreement • November 23rd, 2004 • Cementitious Materials Inc • Blank checks • Nevada
SUBSCRIPTION AGREEMENTSubscription Agreement • December 7th, 2009 • NaturalNano , Inc. • Plastics products, nec • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”), is dated as of November 30, 2009, by and between NaturalNano, Inc., a Nevada corporation (the “Company”), and the subscribers identified on the signature page hereto (each a “Subscriber” and collectively, the “Subscribers”).
EMPLOYMENT AGREEMENT NATURALNANO, INCEmployment Agreement • February 17th, 2017 • NaturalNano, Inc. • Plastics products, nec • Florida
This EMPLOYMENT AGREEMENT (this Agreement) is entered into effective as of January 1st, 2017 (the Effective Date) by and between Naturalnano, Inc. a Nevada corporation (the “Company”) and LINDA GIAMPIETRO (the “Executive”) under the following terms and conditions:
Marlin Capital Investments LLCForbearance Agreement • June 9th, 2016 • NaturalNano, Inc. • Plastics products, nec
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 Marlin Capital Investments, LLC (the “Lender”). Capitalized terms used herein and not otherwise defined shall have the respective meanings given in the Notes as of December 31 ,2016 for $215,500 principle and $46,111 in interest.
SECURITY AGREEMENTSecurity Agreement • December 7th, 2009 • NaturalNano , Inc. • Plastics products, nec • New York
THIS SECURITY AGREEMENT (the “Agreement”) is made as of November 30, 2009 by and among NaturalNano, Inc., a Nevada corporation (the “Company”), and the subscribers identified on the signature pages hereto and their respective endorsees, transferees and assigns (each a “Secured Party” and, collectively, the “Secured Parties”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 10th, 2006 • NaturalNano , Inc. • Biological products, (no disgnostic substances) • New York
THIS STOCK PURCHASE AGREEMENT is made as of the 9th day of July 2006 by and between NaturalNano, Inc., a corporation organized under the laws of the State of Nevada, with its principal offices at 150 Lucius Gordon Drive, Suite 115, West Henrietta, New York 14586 (the “Company”), and SBI Brightline XIII, LLC, a California limited liability company with its principal offices at 610 Newport Center Drive, Suite 1205, Newport Beach, California 92660 (the “Purchaser”).
PLATINUM LONG TERM GROWTH IV, LLC NEW YORK, NEW YORK 10019Forbearance Agreement • September 15th, 2009 • NaturalNano , Inc. • Plastics products, nec
Reference is made to the $2,750,000 8% Senior Secured Promissory Note due March 6, 2009, issued on or about March 6, 2007, the $150,000 8% Senior Secured Promissory Note due March 6, 2009, issued on or about August 4, 2008, the $190,000 Senior Secured Promissory Note due January 31, 2010, issued on or about September 29, 2008, the $59,500 Senior Secured Promissory Note due January 31, 2010, issued on or about October 31, 2008 and the $14,941.34 8% Senior Secured Promissory Note, issued on or about February 20, 2009 (together the “Notes") from NaturalNano, Inc. and NaturalNano Research, Inc. (jointly and severally, the "Borrower") to Platinum Long Term Growth IV, LLC (the "Lender"). Capitalized terms used herein and not otherwise defined shall have the respective meanings given in the Notes.
Void after 5:30 P.M. New York City time on March 7, 2011 SERIES C COMMON STOCK PURCHASE WARRANT OF NATURALNANO, INC.Warrant Agreement • March 8th, 2007 • NaturalNano , Inc. • Biological products, (no disgnostic substances)
This is to certify that, FOR VALUE RECEIVED, Platinum Advisors, LLC, or registered assigns (“Holder”), is entitled to purchase, on the terms and subject to the provisions of this Warrant, from NaturalNano, Inc., a Nevada corporation (the “Company”), at an exercise price (the “Exercise Price”) of twenty two cents ($0.22) per share, one million, one hundred forty one thousand one hundred ninety four (1,141,194) shares of common stock, par value $.001 per share (“Common Stock”), of the Company at any time during the period (the “Exercise Period”) commencing on the date of this Warrant and ending at 5:30 P.M. New York City time, on March 7, 2011; provided, however, that if such date is a day on which banking institutions in the State of New York are authorized by law to close, then on the next succeeding day which such banks are not authorized to close. The number of shares of Common Stock to be issued upon the exercise or conversion of this Warrant and the price to be paid for a share of
LONGVIEW SPECIAL FINANCE INC. Lindstrassse 6 SwitzerlandForbearance Agreement • April 15th, 2009 • NaturalNano , Inc. • Plastics products, nec
Reference is made to the $500,000 8% Senior Secured Promissory Note due March 6, 2009, issued on or about March 6, 2007, the $20,000 8% Senior Secured Promissory Note due March 6, 2009, issued on or about August 4, 2008, the $30,000 Senior Secured Promissory Note due January 31, 2010, issued on or about September 29, 2008, and the $25,500 Senior Secured Promissory Note due January 31, 2010, issued on or about October 31, 2008 (together the “Notes”) from NaturalNano, Inc. and NaturalNano Research, Inc. (jointly and severally, the “Borrower”) to Longview Special Finance Inc. (the “Lender”). Capitalized terms used herein and not otherwise defined shall have the respective meanings given in the Notes.
PLATINUM LONG TERM GROWTH IV, LLC NEW YORK, NEW YORK 10019Forbearance Agreement • March 31st, 2014 • NaturalNano, Inc. • Plastics products, nec
Reference is made to the $2,750,000 8% Senior Secured Promissory Note, issued on or about March 6, 2007, the $150,000 8% Senior Secured Promissory, issued on or about August 4, 2008, the $190,000 Senior Secured Promissory Note, issued on or about September 29, 2008, the $59,500 Senior Secured Promissory Note, issued on or about October 31, the $136,376 8% Senior Secured Promissory Note, issued on or about April 3, 2009, the $5,000 8% Senior Secured Promissory Note, issued on or about April 17, 2009, the $15,000 8% Senior Secured Promissory Note, issued on or about May 12, 2009, the $25,000 8% Senior Secured Promissory Note, issued on or about October 2, 2009, the $20,000 8% senior secured promissory note, issued on or about July I, 2010, the $16,923 8% Senior Secured Promissory Note, issued on or about October 20, 2010, the $51,000 8% Senior Secured Promissory Note, issued on or about November 12, 2010, the $15,000 8% Senior Secured Promissory Note, issued on or about January 26, 2011,
WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • August 21st, 2006 • NaturalNano , Inc. • Biological products, (no disgnostic substances) • Illinois
This Warrant Purchase Agreement (the “Agreement”), dated as of August 9, 2006, is by and between NaturalNano, Inc., a corporation, with a mailing address at 150 Lucius Gordon Drive, Suite 115, West Henrietta, New York 14586 (the “Seller”) and CRESTVIEW CAPITAL MASTER, LLC, with mailing address at 95 Revere Drive, Suite A, Northbrook, Illinois 60062 (“Buyer”).
Cape One Master Fund II Lp New York, New York 10022Forbearance Agreement • March 31st, 2014 • NaturalNano, Inc. • Plastics products, nec
Reference is made to the $225,000 8% Senior Secured Convertible Note due March 1, 2010, issued on or about November 30, 2009 and the $30,000 added to principle on or about March 8., 2011 from NaturalNano, Inc. and NaturalNano Research, Inc. (jointly and severally, the “Borrower”) and $25,000 January 17, 2012, and the $30,000 June 30, 2012 and the $30,000 January 17, 2013 to Cape One Financial Master Fund II LP (the “Lender”). Capitalized terms used herein and not otherwise defined shall have the respective meanings given in the Notes.
Re: FORBEARANCE AGREEMENTForbearance Agreement • March 31st, 2014 • NaturalNano, Inc. • Plastics products, nec
Reference is made to the $500,000 8% Senior Secured Promissory Note due March 6, 2009, issued on or about March 6, 2007, the $20,000 8% Senior Secured Promissory Note due March 6, 2009, issued on or about August 4, 2008, the $30,000 Senior Secured Promissory Note due January 31, 2010, issued on or about September 29, 2008, and the $25,500 Senior Secured Promissory Note due January 31, 2010, issued on or about October 31, 2008, on or about 4/3/2009 a $34,750 note , on or about 10/22/2009 a note for $40,000, on and about 7/21/2010 a note for $3846, on and about 10/20/2010 a note for $3077, on and about 11/12/2010, a note for $9000 and $24,000 on or about July 19,2012, on or about December 4, 2012 $2500, and on or about December 10, 2012, $2500, and on or about February 11, 2013 $3500 and on or about June 28, 2013 $2500, plus additional notes for 2013(together the "Notes") from NaturalNano, Inc. and NaturalNano Research, Inc. (jointly and severally, the "Borrower") to Alpha Capital (the "
SECURITIES EXCHANGE AGREEMENTSecurities Exchange Agreement • January 25th, 2019 • Omni Shrimp, Inc. • Plastics products, nec • New York
This Securities Exchange Agreement, dated as of January 11, 2019 (this “Agreement”), is made and entered into by and among R SQUARED TECHNOLOGIES INC., a Delaware corporation (“R2”), and the shareholders, noteholders and warrantholders of R2 executing this Agreement (each a “Shareholder” and collectively, “Shareholders”), on the one hand; and OMNI SHRIMP, INC., a Nevada corporation (“Pubco”), on the other hand.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 10th, 2006 • NaturalNano , Inc. • Biological products, (no disgnostic substances) • New York
This Registration Rights Agreement is entered into as of the 22nd day of December 2004 (the “Agreement”), by and between NaturalNano, Inc., a Delaware corporation (the “Company”), and Technology Innovations, LLC, a limited liability company (the “Purchaser“).
LINE OF CREDIT AGREEMENTLine of Credit Agreement • July 10th, 2006 • NaturalNano , Inc. • Biological products, (no disgnostic substances) • New York
THIS AGREEMENT is entered into between NATURALNANO, INC., a Delaware corporation having an office address at 150 Lucius Gordon Drive, West Henrietta, New York 14586 (the “Borrower”) and TECHNOLOGY INNOVATIONS, LLC, a New York limited liability company having an office address at 150 Lucius Gordon Drive, West Henrietta, New York 14586 (the “Lender”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • July 21st, 2016 • NaturalNano, Inc. • Plastics products, nec • New York
ASSET PURCHASE AGREEMENT, dated as of June 23, 2016 (this "Agreement"), by and among NaturalNano, Inc., a Nevada corporation (the "Seller"), NaturalNano Corp., a New York corporation (the "Purchaser") and James Wemett.
Merit Consulting LLC NEW YORK, NEW YORK 10019Forbearance Agreement • March 31st, 2014 • NaturalNano, Inc. • Plastics products, nec
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 Merit Consulting LLC (the “Lender”). Capitalized terms used herein and not otherwise defined shall have the respective meanings given in the Note.
LONGVIEW SPECIAL FINANCE INC. LINDSTRASSSE 6 SWITZERLANDForbearance Agreement • September 15th, 2009 • NaturalNano , Inc. • Plastics products, nec
Reference is made to the $500,000 8% Senior Secured Promissory Note due March 6, 2009, issued on or about March 6, 2007, the $20,000 8% Senior Secured Promissory Note due March 6, 2009, issued on or about August 4, 2008, the $30,000 Senior Secured Promissory Note due January 31, 2010, issued on or about September 29, 2008, and the $25,500 Senior Secured Promissory Note due January 31, 2010, issued on or about October 31, 2008 (together the "Notes") from NaturalNano, Inc. and NaturalNano Research, Inc. (jointly and severally, the "Borrower") to Longview Special Finance Inc. (the "Lender"). Capitalized terms used herein and not otherwise defined shall have the respective meanings given in the Notes.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 24th, 2014 • NaturalNano, Inc. • Plastics products, nec • Florida
This Securities Purchase Agreement (this “Agreement”) is dated as of [__], 2014, between Bitcoin Bidder, Inc., a Nevada corporation (the “Company”), NaturalNano, Inc., a Nevada corporation and holder of 100% of the issued and outstanding common stock of the Company (the “Parent”), and each Purchasers signatory hereto (each, a “Purchaser” and collectively, the “Purchasers”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 8th, 2007 • NaturalNano , Inc. • Biological products, (no disgnostic substances) • New York
THIS AGREEMENT made as of March 7, 2007 by and among the investors listed on Schedule 1 to this Agreement (collectively, the “Investors,” and each, individually, a “Investor”), Platinum Advisors LLC, a limited liability company, as agent for the Investors (the “Agent”) and NaturalNano, Inc., a Nevada corporation with its chief executive office, principal place of business and mailing address at 15 Schoen Place, Pittsford, New York 14534-2025 (“NaturalNano”), and NaturalNano Research, Inc., a Delaware corporation (“NN Research” and, together with NaturalNano, the “Borrower”). The obligations of NaturalNano and NN Research shall be joint and several.
PLATINUM ADVISORS LLC New York, New York 10019Forbearance Agreement • December 7th, 2009 • NaturalNano , Inc. • Plastics products, nec
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.
JOINT RESEARCH AGREEMENT ASSIGNMENT AND NON-DISCLOSURE AGREEMENT JOINT RESEARCH AGREEMENTJoint Research Agreement • July 10th, 2006 • NaturalNano , Inc. • Biological products, (no disgnostic substances)
This Joint Research Agreement ("JRA") is effective as of May 25, 2005 by and between Nanolution, LLC ("Nanolution") and NaturalNano Inc. ("NaturalNano") (also referred to herein as "the Parties").
SURRENDER AND AMENDMENT AGREEMENTSurrender and Amendment Agreement • July 21st, 2016 • NaturalNano, Inc. • Plastics products, nec • New York
THIS SURRENDER AND AMENDMENT AGREEMENT (this "Agreement") is made as of this 23 day of June, 2016 by and among NaturalNano, Inc., a Delaware corporation (the "Company"), the entities identified on Schedule A (the "Surrendering Holders" and each such entity, a "Surrendering Holder"), and the entities identified on Schedule B (the "Amending Holders" and each such entity, an "Amending Holder" together with the Surrendering Holders the "Holders").
LONGVIEW SPECIAL FINANCE INC. Trident Chambers Road Town, Tortola, British Virgin IslandsForbearance Agreement • December 7th, 2009 • NaturalNano , Inc. • Plastics products, nec
Reference is made to the $500,000 8% Senior Secured Promissory Note due March 6, 2009, issued on or about March 6, 2007, the $20,000 8% Senior Secured Promissory Note due March 6, 2009, issued on or about August 4, 2008, the $30,000 Senior Secured Promissory Note due January 31, 2010, issued on or about September 29, 2008, the $25,500 Senior Secured Promissory Note due January 31, 2010, issued on or about October 31, 2008, the $34,750 16% Senior Secured Promissory Note due January 31, 2010 and the $40,000 16% Senior Secured Promissory Note due November 1, 2009 issued to Lender (together the “Notes”) from NaturalNano, Inc. and NaturalNano Research, Inc. (jointly and severally, the “Borrower”) to Longview Special Finance Inc. (the “Lender”). Capitalized terms used herein and not otherwise defined shall have the respective meanings given in the Notes.
PAYOFF AGREEMENTPayoff Agreement • July 1st, 2014 • NaturalNano, Inc. • Plastics products, nec • New York
THIS PAYOFFAGREEMENT (the “Agreement”) is dated as of June 26, 2014 among the parties identified on Schedule A (each a “Holder” and collectively the “Holders”), and NaturalNano, Inc., a Nevada corporation (together with its wholly owned subsidiary, NaturalNano Research, Inc., the “Company”).
Joint Research and Development and License AgreementJoint Research and Development and License Agreement • October 3rd, 2007 • NaturalNano , Inc. • Biological products, (no disgnostic substances) • New York
This is a Joint Research and Development and License Agreement, dated April 24, 2007, between NaturalNano Research, Inc. (together with its subsidiaries and other Affiliates “NaturalNano”), a Delaware corporation having an address of 15 Schoen Place, 2nd floor, Pittsford, NY 14534, and Cascade Engineering, Inc. (together with its subsidiaries and other Affiliates, including Noble Polymers, L.L.C., “Cascade”), a Michigan corporation having an address of 3400 Innovation Court SE, Grand Rapids, MI 49512-2085. NaturalNano and Cascade are each sometimes called a “Party” and collectively “Parties.”
March 7, 2007Loan and Security Agreement • March 8th, 2007 • NaturalNano , Inc. • Biological products, (no disgnostic substances)
PURCHASE AGREEMENTPurchase Agreement • February 6th, 2014 • NaturalNano, Inc. • Plastics products, nec • New York
This Purchase Agreement (“Agreement”) is made as of January 30, 2014 (the “Effective Date”), by and between NaturalNano, Inc., a Nevada corporation with an address of 832 Emerson St., Rochester, New York 14613 (the “Buyer”) and Jackson August Holdings, LLC, a New York limited liability company with an address of 255 Fairhaven Road, Rochester, New York 14610 (“Jackson”), JFisch, LLC, a New York limited liability company with an address of 94 Valley View Crescent, Rochester, NY. 14617 (“JFisch”) and Adventure CNY LLC, a New York limited liability company with an address of 6320 Fly Road, Suite 112, East Syracuse, New York 13057 (“Adventure”, and together with Jackson and JFisch, collectively the “Sellers”).
LEASE AGREEMENT Property 832 Emerson StreetLease Agreement • December 7th, 2007 • NaturalNano , Inc. • Services-commercial physical & biological research
An entire free standing building containing approximately 9,200 square feet of industrial space located at 832 Emerson Street, Rochester, New York and all parking, areas in connection therewith (the “premises” or the “demised premises” or the “leased premises”).
March 7, 2007Loan and Security Agreement • March 8th, 2007 • NaturalNano , Inc. • Biological products, (no disgnostic substances)
NaturalNano, Inc. 15 Schoen Place Pittsford, NY 14534 June 28, 2013Loan Agreement • August 19th, 2013 • NaturalNano, Inc. • Plastics products, nec
This letter shall serve as the agreement and promise of NaturalNano, Inc. (the "Company") to pay to the order of Alpha Capital. ("Alpha"), the sum of $2,500 plus interest at 8% per annum. The Company acknowledges that Alpha has advanced $2,500 in funds at the Company's request, and the Company's obligations hereunder shall be secured by all other collateral that secures the various senior secured promissory notes that the Company has previously issued to Longview. In the event the Company fails to repay Alpha in accordance with the terms of this letter, Alpha should be entitled to exercise all rights granted to it as a secured creditor pursuant to the Security Agreements (as defined in the 8% Senior Secured Promissory Note issued to Longview by the Company on or about November 5, 2008).
