March 7, 2007
Exhibit
10.5
March
7,
2007
The
Investors identified below
and
Platinum
Advisers llc
000
Xxxx
00xx
Xxxxxx
New
York,
New York 10019
| Re: | Loan and Security Agreement with NaturalNano, Inc. |
Ladies
and Gentlemen:
The
undersigned Technology Innovations, llc,
a
stockholder of NaturalNano, Inc., a Nevada corporation (the “Company”),
understands that, pursuant to a Loan and Security Agreement (the “Agreement”)
dated the date of this letter, among the Company, NaturalNano Research, Inc.,
a
Delaware corporation and the Company’s wholly-owned subsidiary (“NN Research”),
the Investors named therein (the “Investors”) and Platinum Advisers llc,
as
agent (the “Agent”), the Company is issuing to the Investors and the Agent (i)
$3,347,500 face amount of the Company’s 8% Senior Secured Convertible Notes (the
“Notes”) and (ii) Common Stock Purchase Warrants for the purchase of an
aggregate of 25,106,253 shares of the Company’s Common Stock, par value $0.001
per share (together with the Notes, the “Securities”). In recognition of the
benefit that the sale and issuance of the Securities will confer upon the
undersigned as a stockholder of the Company, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the
undersigned agrees with the Investors and the Agent that, as long as any Notes
are outstanding, the undersigned will not demand repayment by the Company or
NN
Research of any obligations for money borrowed except as permitted under Section
7.20 of the Agreement. The undersigned further agrees with the Investors and
the
Agent that, if, at any time when any Notes are outstanding, the undersigned
receives any payments of any amounts from the Company or NN Research other
than
as permitted under Section 7.20 of the Agreement, the undersigned will promptly
return such payments to the Company.
| Very truly yours, | ||
| Technology Innovations, llc | ||
| |
|
|
| By: | /s/ Xxxxxxx X. Xxxxxx | |
|
Xxxxxxx X. Xxxxxx, Manager |
||
