PLEDGE AGREEMENT
Exhibit
10.1
This
Pledge Agreement dated this 7th day of March, 2007, among
NaturalNano,
Inc.,
a
Nevada
corporation (the “Company”), and the pledgees identified on the signature page
hereto (each a “Pledgee” and collectively the “Pledgees”) and Platinum Advisors
LLC, a limited liability company, as agent for the Pledgees (the
“Agent”).
W
I T
N E S S E T H:
WHEREAS,
the Company entered into a Loan and Security Agreement (the “Loan Agreement”),
dated as of March 5, 2007, pursuant to which the Company issued to the Pledgees
its 8% Senior Secured Convertible Notes in the total principal amount of
$3,347,500; and
WHEREAS,
as a condition to the Pledgees’ purchase of the Notes and Warrants pursuant to
the Loan Agreement, the Company has agreed to pledge and grant a security
interest in the capital stock of NaturalNano Research, Inc., a Delaware
corporation and wholly-owned subsidiary of the Company (“NN Research”), and any
other subsidiaries which the Company may create or acquire during the period
that the Notes are outstanding and any other equity interest which the Company
may acquire;
NOW,
THEREFORE, the parties hereto agree as follows:
1. Defined
Terms.
All
capitalized terms used in this Agreement which are defined in the Loan Agreement
and not defined herein shall have the meanings given to them in the Loan
Agreement.
2. Pledge
and Grant of Security Interest.
To
secure the full and punctual payment of all loans, advances, debts,
liabili-ties, obligations, covenants and duties owing by the Company to the
Pledgees of every kind and description (whether or not evidenced by any note
or
other instrument and whether or not for the payment of money), direct or
in-direct, absolute or contingent, due or to become due, now existing or
hereafter arising, whether or not such obliga-tions are related to the
transaction described in this Agreement, the Loan Agreement and the other
Transaction Documents, by class, or kind, or whether or not contem-plated by
the
parties at the time of the granting of this security interest, including without
limitation, all interest, fees, charges, expenses and attorneys’ fees chargeable
to the Company or incurred by the Agent or the Pledgees in connection with
the
Notes and the transactions contemplated by the Transaction Documents or
otherwise (collectively, the “Obligations”), the Company hereby pledges,
assigns, hypothecates, transfers and grants a security interest to Pledgees
in
all of the following (the “Pledged Collateral”):
(a) the
10,000,000 shares of common stock of NN Research, representing all of the issued
and outstanding shares of capital stock of NN Research and represented by stock
certificate no. 2 (together with any additional shares or other equity interests
in NN Research which may be hereafter acquired by the Company, the “Pledged
Shares”), the certificates representing the Pledged Shares and all dividends,
cash, instruments and other property or proceeds from time to time received,
receivable or otherwise distributed in respect of or in exchange for any or
all
of the Pledged Shares;
(b) all
shares of capital stock of, or equity or beneficial interest in, any Person
(each, together with NN Research, an “Issuer”) which becomes a Subsidiary or
which is required to be pledged to the Pledgees pursuant to Section 7.20 of
the
Loan Agreement, including, without limitation, dividends or a distribution
in
connection with any increase or reduction of capital, reclassification, merger,
amalgamation, consolidation, sale of assets, combination of shares, stock split,
spin-off or split-off (which shares shall be deemed to be part of the Pledged
Collateral), and the certificates representing such shares, and all dividends,
cash, instruments and other property or proceeds from time to time received,
receivable or otherwise distributed in respect of or in exchange for any or
all
of such shares; and
(c) all
options and rights, whether as an addition to, in substitution of or in exchange
for any Pledged Shares and all dividends, cash, instruments and other property
or proceeds from time to time received, receivable or otherwise distributed
in
respect of or in exchange for any or all such options and rights.
3. Delivery
of Collateral.
All
certificates representing or evidencing the Pledged Shares shall be delivered
to
and held by or on behalf of Pledgees by the Agent pursuant hereto and shall
be
accompanied by duly executed instruments of transfer or assignment in blank,
all
in form and substance satisfactory to Pledgees. Upon an Event of Default (as
defined below) under the Note or the Loan Agreement that has occurred and is
continuing beyond any applicable grace period, the Pledgees and the Agent shall
have the right, during such time in its discretion and without notice to the
Company, to transfer to or to register in the name of the Agent or any of its
nominees any or all of the Pledged Shares to be held by the Agent pursuant
to
this Agreement. In addition, the Agent shall have the right at such time to
exchange certificates or instruments representing or evidencing Pledged Shares
for certificates or instruments of smaller or larger denominations.
4. Representations
and Warranties of the Company.
The
Company represents and warrants to the Pledgees and the Agent (which
representations and warranties shall be deemed to continue to be made until
all
of the Obligations have been paid in full) that:
(a) the
execution, delivery and performance by the Company of this Agreement and the
pledge of the Pledged Collateral hereunder do not and will not result in any
violation of any agreement, indenture, instrument, license, judgment, decree,
order, law, statute, ordinance or other governmental rule or regulation
applicable to the Company;
(b) this
Agreement constitutes the legal, valid, and binding obligation of the Company
enforceable against the Company in accordance with its terms;
(c) the
Company is the sole record and beneficial owner of all of the Pledged
Shares;
(d) all
of
the Pledged Shares have been duly authorized, validly issued and are fully
paid
and non-assessable;
(e) no
consent or approval of any person (including any Issuer), corporation,
governmental body, regulatory authority or other entity, is or will be necessary
for (i) the execution, delivery and performance of this Agreement, (ii) the
exercise by the Pledgee of any rights with respect to the Pledged Collateral
or
(iii) the pledge and assignment of, and the grant of a security interest in,
the
Pledged Collateral hereunder;
(f) there
are
no pending or, to the best of the Company’s knowledge, threatened actions or
proceedings before any court, judicial body, administrative agency or arbitrator
which may materially adversely affect the Pledged Collateral;
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(g) the
Company has the requisite power and authority to enter into this Agreement
and
to pledge and assign the Pledged Collateral to the Pledgees in accordance with
the terms of this Agreement;
(h) the
Company owns the Pledged Collateral, except for the pledge and security interest
granted to Pledgee hereunder, the Pledged Collateral shall be, immediately
following the closing of the transactions contemplated by the Loan Agreement,
free and clear of any other security interest, pledge, claim, lien, charge,
hypothecation, assignment, offset or encumbrance whatsoever (collectively,
“Liens”) other than the Pledgees’ and the Agent’s security in the Pledged
Collateral;
(i) other
than restrictions generally applicable under the Securities Act, there are
no
restrictions on transfer of the Pledged Shares contained in the certificate
of
incorporation or by-laws (or equivalent organizational documents) of the Issuer
or otherwise which have not otherwise been enforceable and legally complied
with
or waived as the case may be, by the necessary parties;
(j) none
of
the Pledged Shares have been issued or transferred in violation of the
securities registration, securities disclosure or similar laws of any
jurisdiction to which such issuance or transfer may be subject;
(k) the
Pledged Shares constitute one hundred percent (100%) of the issued and
outstanding shares of NN Research.
5. Covenants.
The
Company covenants and agrees that, until the Obligations shall be satisfied
in
full:
(a) The
Company will not sell, assign, transfer, convey, or otherwise dispose of its
rights in or to the Pledged Collateral or any interest therein; nor will the
Company create, incur or permit to exist any Lien whatsoever with respect to
any
of the Pledged Collateral or the proceeds thereof other than that created
hereby.
(b) The
Company will, at its expense, defend Pledgees’ and the Agent’s right, title and
security interest in and to the Pledged Collateral against the claims of any
other party.
(c) The
Company shall at any time, and from time to time, upon the written request
of
the Agent, execute and deliver such further documents and do such further acts
and things as the Agent may reasonably request in order to effect the purposes
of this Agreement including, but without limitation, delivering to Agent upon
the occurrence of an Event of Default irrevocable proxies in respect of the
Pledged Collateral in form satisfactory to the Agent. Until receipt thereof,
upon an Event of Default that has occurred and is continuing beyond any
applicable grace period, this Agreement shall constitute Company’s proxy to
Agent, on behalf of the Pledgees, or its nominee to vote all shares of Pledged
Collateral then registered in each Company’s name.
(d) The
Company will not consent to or approve the issuance of (i) any additional shares
of any class of shares or other equity interests of the Issuer; or (ii) any
securities convertible either voluntarily by the holder thereof or automatically
upon the occurrence or non-occurrence of any event or condition into, or any
securities exchangeable for, any such shares, unless, in either case, such
shares are pledged as Collateral pursuant to this Agreement.
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6. Voting
Rights and Dividends.
Until
the occurrence of an Event of Default which is continuing: (i) the Company
may
exercise all rights to vote with respect to any Pledged Collateral; (ii) the
Company shall be entitled to receive all dividends (whether paid or distributed
in cash, securities or other property). In addition to the Pledgee’s rights and
remedies set forth in Section 8 hereof, in case an Event of Default shall have
occurred and be continuing, beyond any applicable cure period, the Pledgee
shall
(x) be entitled to vote the Pledged Collateral, (y) be entitled to give
consents, waivers and ratifications in respect of the Pledged Collateral (the
Company hereby irrevocably constituting and appointing the Pledgee, with full
power of substitution, the proxy and attorney-in-fact of the Company for such
purposes) and (z) be entitled to collect and receive for its own use cash
dividends paid on the Pledged Collateral. The Company shall not be permitted
to
exercise or refrain from exercising any voting rights or other powers if, in
the
reasonable judgment of the Agent or any Pledgee, such action would have a
material adverse effect on the value of the Pledged Collateral or any part
thereof; and, provided,
further,
that
the Company shall give at least five (5) days’ written notice of the manner in
which the Company intends to exercise, or the reasons for refraining from
exercising, any voting rights or other powers other than with respect to any
election of directors and voting with respect to any incidental matters.
Following the occurrence of an Event of Default, all dividends and all other
distributions in respect of any of the Pledged Collateral, shall be delivered
to
the Agent to hold as Collateral and shall, if received by the Company, be
received in trust for the benefit of the Pledgees, be segregated from the other
property or funds of the Company, and be forthwith delivered to the Agent as
Collateral in the same form as so received (with any necessary
endorsement).
7. Event
of Default.
An
Event of Default shall be deemed to have occurred and may be declared by any
Pledgee upon the occurrence of an “Event of Default” under and as defined in the
Loan Agreement or in the Notes which shall have occurred and be continuing
beyond any applicable cure period.
8. Remedies.
(a) In
case
an Event of Default shall have occurred, the Agent and/or the Pledgees
may:
(i) Transfer
any or all of the Pledged Collateral into its name, or into the name of its
nominee or nominees;
(ii) Exercise
all corporate rights with respect to the Pledged Collateral including, without
limitation, all rights of conversion, exchange, subscription or any other
rights, privileges or options pertaining to any shares of the Pledged Collateral
as if it were the absolute owner thereof, including, but without limitation,
the
right to exchange, at its discretion, any or all of the Pledged Collateral
upon
the merger, consolidation, amalgamation, reorganization, recapitalization or
other readjustment of the Issuer thereof, or upon the exercise by the Issuer
of
any right, privilege or option pertaining to any of the Pledged Collateral,
and,
in connection therewith, to deposit and deliver any and all of the Pledged
Collateral with any committee, depository, transfer agent, registrar or other
designated agent upon such terms and conditions as it may determine, all without
liability but
subject to the requirements of applicable law except
to
account for property actually received by it; and
(iii) Subject
to any requirement of applicable law including for greater certainty, the
Uniform Commercial Code of New York (the “UCC”), sell, assign and deliver the
whole or, from time to time, any part of the Pledged Collateral at the time
held
by the Pledgee, at any private sale or at public auction, with or without
demand, advertisement or notice of the time or place of sale or adjournment
thereof or otherwise (all of which are hereby waived, except such notice as
is
required by applicable law and cannot be waived), for cash or credit or for
other property for immediate or future delivery, and for such price or prices
and on such terms as the Pledgee in its sole discretion may determine, or as
may
be required by applicable law, provided that the foregoing shall be done in
a
commercially reasonable manner.
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(b) The
Company hereby waives and releases any and all right or equity of redemption,
whether before or after sale hereunder. At any such sale, unless prohibited
by
applicable law, the Pledgee may bid for and purchase the whole or any part
of
the Pledged Collateral so sold free from any such right or equity of redemption.
All moneys received by the Agent or the Pledgees hereunder whether upon sale
of
the Pledged Collateral or any part thereof or otherwise shall be held by the
Agent or the Pledgees and applied by it as provided in Section 10 of this
Agreement. No failure or delay on the part of the Agent or the Pledgees in
exercising any rights hereunder shall operate as a waiver of any such rights
nor
shall any single or partial exercise of any such rights preclude any other
or
future exercise thereof or the exercise of any other rights hereunder. Neither
the Agent nor any Pledgee shall have any duty as to the collection or protection
of the Pledged Collateral or any income thereon nor any duty as to preservation
of any rights pertaining thereto, except to apply the funds in accordance with
the requirements of Section 10 hereof. The Agent or any Pledgee may exercise
its
rights with respect to property held hereunder without resort to other security
for or sources of reimbursement or payment of the Obligations. In addition
to
the foregoing, to the extent applicable, Pledgees shall have all of the rights,
remedies and privileges of a secured party under the UCC regardless of the
jurisdiction in which enforcement hereof is sought.
9. Private
Sale.
The
Company recognizes that the Pledgees or the Agent on behalf of the Pledgees
may
be unable to effect (or to do so only after delay which would adversely affect
the value that might be realized from the Pledged Collateral) a public sale
of
all or part of the Pledged Collateral by reason of certain prohibitions
contained in the Securities Act and may be compelled to resort to one or more
private sales to a restricted group of purchasers who will be obliged to agree,
among other things, to acquire such Pledged Collateral for their own account,
for investment and not with a view to the distribution or resale thereof. The
Company agrees (a) that any such private sale may be at prices and on terms
that
are less favorable to the seller than if sold at public sales and (b) that
such
private sales shall be deemed to have been made in a commercially reasonable
manner. The Company agrees that the Agent and the Pledgees have no obligation
to
delay sale of any Pledged Collateral for the period of time necessary to permit
the Issuer to register the Pledged Collateral for public sale under the
Securities Act.
The
Agent and/or the Pledgees or any of them acting with or without the others
shall
have the right to purchase all or any part of the Pledged Collateral at any
public or private sale and in each case make payment therefor by any means,
whether by credit against the Obligations or otherwise. If the Agent or the
Pledgees propose to sell the Pledged Collateral to either the Agent, any of
the
Pledgees or any affiliate of the Agent or any Pledgee (an “Affiliated
Purchaser”), the Agent shall advise the Company in writing as to the terms of
sale and the Company shall have five (5) business days to provide the Agent
with
evidence that it has received a better offer, accompanied by the terms of the
better offer and payment or reasonable evidence of payment. Upon receipt of
the
better offer, the Agent shall so notify the Affiliated Purchaser and the
Affiliated Purchaser shall have five (5) business days to match the better
offer, and, if they do not match the better offer by the expiration of the
five
(5) day period, the Agent shall sell the Pledged Collateral to the party making
the better offer. If such party does not purchase the Pledged Collateral on
the
terms of the better offer within five (5) business days after the second five
(5) day period, the Agent may sell the Pledged Collateral to the Affiliated
Purchaser on the initial terms on which the Affiliated Purchaser initially
proposed to purchase the Pledged Collateral.
10. Proceeds
of Sale.
Subject
to applicable law, the proceeds of any collection, recovery, receipt,
appropriation, realization or sale of the Pledged Collateral shall be applied
by
the Agent or the Pledgees as follows:
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First,
to
the payment of all costs, reasonable expenses and charges of the Agent and
the
Pledgees and to the reimbursement of the Agent and the Pledgees for the prior
payment by them of such costs, reasonable expenses and charges incurred in
connection with the care and safekeeping of the Pledged Collateral (including,
without limitation, the reasonable expenses of any sale or any other disposition
of any of the Pledged Collateral), the expenses of any taking, legal fees and
reasonable expenses, court costs, any other fees or expenses incurred or
expenditures or advances made by Pledgee in the protection, enforcement or
exercise of its rights, powers or remedies hereunder;
Second,
to the payment of the Obligations, in whole or in part, in such order as the
Agent or the Pledgees may elect, whether or not such Obligations are then
due;
Third,
to
the extent applicable, to such persons, firms, corporations or other entities
as
required by applicable law including, without limitation, Section 9-504(1)(c)
of
the UCC; and
Fourth,
to the extent of any surplus, to the Company or as a court of competent
jurisdiction may direct.
In
the
event that the proceeds of any collection, recovery, receipt, appropriation,
realization or sale are insufficient to satisfy the Obligations, the Company
shall be liable for the deficiency plus the costs and fees of any lawyers
employed by Pledgee to collect such deficiency.
11. Waiver
of Marshalling.
The
Company hereby waives any right to compel any marshalling of any of the Pledged
Collateral.
12. No
Waiver.
Any and
all of the Pledgees’ rights with respect to the Liens granted under this
Agreement shall continue unimpaired, and Company shall be and remain obligated
in accordance with the terms hereof, notwithstanding (a) the bankruptcy,
insolvency or reorganization of the Company, (b) the release or substitution
of
any item of the Pledged Collateral at any time, or of any rights or interests
therein, or (c) any delay, extension of time, renewal, compromise or other
indulgence granted by the Agent or any Pledgee in reference to any of the
Obligations. The Company hereby waives all notice of any such delay, extension,
release, substitution, renewal, compromise or other indulgence, and hereby
consents to be bound hereby as fully and effectively as if the Company had
expressly agreed thereto in advance. No delay or extension of time by the Agent
or any Pledgee in exercising any power of sale, option or other right or remedy
hereunder, and no failure by the Agent or any Pledgee to give notice or make
demand, shall constitute a waiver thereof, or limit, impair or prejudice the
Pledgees’ right to take any action against the Company or to exercise any other
power of sale, option or any other right or remedy.
13. Expenses.
The
Pledged Collateral shall secure, and the Company shall pay to Pledgee on demand,
from time to time, all reasonable
costs
and expenses, (including but not limited to, reasonable legal fees and costs,
taxes, and all transfer, recording, filing and other charges) of, or incidental
to, the custody, care, transfer, administration of the Pledged Collateral or
any
other collateral, or in any way relating to the enforcement, protection or
preservation of the rights or remedies of the Agent and the Pledgees under
this
Agreement or with respect to any of the Obligations.
14. The
Agent Appointed Attorney-In-Fact and Performance by the Agent and the
Pledgees.
(a) Upon
the
occurrence of an Event of Default, the Company hereby irrevocably
constitutes
and appoints the Agent as such Company’s true and lawful attorney-in-fact, with
full power of substitution, to execute, acknowledge and deliver any instruments
and to do in such Company’s name, place and stead, all such acts, things and
deeds for and on behalf of and in the name of the Company, which the Company
could or might do or which the Agent may deem necessary, desirable or convenient
to accomplish the purposes of this Agreement, including, without limitation,
to
execute such instruments of assignment or transfer or orders and to register,
convey or otherwise transfer title to the Pledged Collateral into the Agent’s
name, as agent for the Pledgees. The Company hereby ratifies and confirms all
that said attorney-in-fact may so do and hereby declares this power of attorney
to be coupled with an interest
and
irrevocable.
If the
Company fails to perform any agreement herein contained, the Agent or any
Pledgee may itself perform or cause performance thereof, and any costs and
expenses of the Pledgee incurred in connection therewith shall be paid by the
Company as provided in Section 10 hereof.
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(b) The
Pledgees hereby acknowledge and appoint the Agent to act on their behalf as
provided in this Agreement, and that, in so acting, the Agent is acting on
behalf of the Pledgees. The Agent shall incur no liability to the Pledgees
for
any action taken or any omission to take any action unless such action or
failure of action resulted from the Agent’s gross negligence or willful conduct.
15. Waivers. EACH
PARTY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT TO A
TRIAL
BY JURY IN RESPECT OF ANY CLAIM BASED HEREON, ARISING OUT OF, UNDER OR IN
CONNECTION WITH THIS AGREEMENT OR ANY OTHER DOCUMENTS CONTEMPLATED TO BE
EXECUTED IN CONNECTION HEREWITH OR ANY COURSE OF CONDUCT, COURSE OF DEALING,
STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY. THIS WAIVER
CONSTITUTES A MATERIAL INDUCEMENT FOR PLEDGEES TO ACCEPT THIS
AGREEMENT.
16. Recapture.
Notwithstanding anything to the contrary in this Agreement, if the Pledgees
receives any payment or payments on account of the Obligations, which payment
or
payments or any part thereof are subsequently invalidated, declared to be
fraudulent or preferential, set aside and/or required to be repaid to a trustee,
receiver, interim receiver, receiver and manager or any other party under the
United States Bankruptcy Code, or any other federal, provincial or state
bankruptcy, reorganization, moratorium or insolvency law relating to or
affecting the enforcement of creditors’ rights generally, common law or
equitable doctrine, then to the extent of any sum not finally retained by the
Pledgees, the Company’s obligations to the Pledgees shall be reinstated and this
Agreement shall remain in full force and effect (or be reinstated) until payment
shall have been made to Pledgees, which payment shall be due on demand and
shall
bear interest at the highest rate of interest payable under the
Note.
17. Miscellaneous.
(a) This
Agreement sets forth the entire agreement and understanding between the parties
and supersedes all prior
or
contemporaneous written or oral
agreements, promises, representations, understandings, letters
of intent and
negotiations, between
the parties with respect to the subject matter
of this
Agreement. No part of
this
Agreement
may be
modified or amended, nor may any right be waived,
except
by a written
instrument which expressly refers to this Agreement, states that it is a
modification or amendment of this Agreement or a waiver and is signed by the
parties to this Agreement, or, in the case of waiver, by the party granting
the
waiver. No course of conduct or dealing or trade usage or custom and no course
of performance shall be relied on or referred to by any party to contradict,
explain or supplement any provision of this Agreement, it being acknowledged
by
the parties that this Agreement is intended to be, and is, the complete and
exclusive statement of the agreement with respect to its subject matter, subject
to the Loan Agreement and the Notes. Any waiver shall be limited to the express
terms thereof and shall not be construed as a waiver of any other provisions
or
the same provisions at any other time or under any other circumstances. No
delay
or failure by either party to exercise any right under this Agreement, and
no
partial or single exercise of that right, shall constitute a waiver of that
or
any other rights.
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(b) In
the
event that any provision of this Agreement or the application thereof to the
Company or any circumstance in any jurisdiction governing this Agreement shall,
to any extent, be invalid or unenforceable under any applicable statute,
regulation, or rule of law, such provision shall be deemed inoperative to the
extent that it may conflict therewith and shall be deemed modified to conform
to
such statute, regulation or rule of law, and the remainder of this Agreement
and
the application of any such invalid or unenforceable provision to parties,
jurisdictions, or circumstances other than to whom or to which it is held
invalid or unenforceable shall not be affected thereby, nor shall same affect
the validity or enforceability of any other provision of this
Agreement.
(c) This
Agreement shall inure to the benefit of and be binding upon the Company, and
the
Company’s successors and assigns, and shall inure to the benefit of and be
binding upon the Agent, the Pledgees and their respective successors and
assigns.
(d) Any
notice or other communication required or permitted pursuant to this Agreement
shall be given in the manner and to the address and person set forth in the
Loan
Agreement.
(e) This
Agreement and the rights of the parties shall be construed and enforced in
accordance with the laws of the State of New
York
applicable to agreements executed and to be performed wholly within such state
and without regard to
principles of conflicts of law.
Each
party irrevocably (a) consents to the jurisdiction of the federal and state
courts situated
in New
York County, New York in
any
action that may be brought pursuant to this Agreement, and (b)
submits to and accepts, with respect to its properties and assets, generally
and
unconditionally, the in personam jurisdiction of the aforesaid courts, waiving
any defense that such court is not a convenient forum. In any such litigation
to
the extent permitted by applicable law, each party waives personal service
of
any summons, complaint or other process, and agrees that the service thereof
may
be made either (i) in the manner for giving of notices provided in Section
17(d)
of this Agreement (other than by telecopier) or (ii) in any other manner
permitted by law.
(f) All
captions in this Agreement are included herein for convenience of reference
only
and shall not constitute part of this Agreement for any other
purpose.
(g) This
Agreement may be executed in one or more counterparts, each of which shall
be
deemed an original and all of which when taken together shall constitute one
and
the same agreement. Any signature delivered by a party by facsimile transmission
or by sending a scanned copy by electronic mail shall be deemed an original
signature hereto.
(h) If
there
is any inconsistency between the provisions of this Agreement and the provisions
of the Loan Agreement or Note, the provisions of the Loan Agreement and the
Note
shall prevail.
IN
WITNESS WHEREOF, the parties have duly executed this Agreement as of the day
and
year first written above.
[Signatures
on following pages]
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SIGNATURE
PAGE TO PLEDGE AGREEMENT
| NATURALNANO, INC. | ||
| |
|
|
| By: | /s/ Xxxxx X. Xxxxxxxxx | |
|
Name:
|
Xxxxx X. Xxxxxxxxx |
|
| Title: | President | |
| PLATINUM ADVISORS LLC | ||
| |
|
|
| By: | /s/ Xxxx Xxxxxxxxx | |
|
Name:
|
Xxxx Xxxxxxxxx |
|
| Title: | ||
| PLEDGEES: | ||
| Platinum Partners Long Term Growth IV | ||
| |
|
|
| By: | /s/ Xxxx Xxxxxxxxx | |
| Name: |
Xxxx Xxxxxxxxx |
|
| Title: | Pres | |
| Address: | 000 X. 00xx Xxxxxx, 00xx Xxxxx | |
| Xxx Xxxx, XX 00000 | ||
| Telecopier: | (212) | |
| Longview Special Financing, Inc. | ||
| By: | /s/ François Morax | |
| Name: |
François Morax |
|
| Title: | Director | |
| Address: | Xxxxxxxxxxxx 0 | |
| 0000 Xxxx | ||
| Xxxxxxxxxxx | ||
|
Telecopier:
|
||
| Platinum Advisors, LLC | ||
| By: | /s/ Xxxx Xxxxxxxxx | |
| Name: |
Xxxx Xxxxxxxxx |
|
| Title: | ||
| Address: | 000 X. 00xx Xxxxxx, 00xx Xxxxx | |
| Xxx Xxxx, XX 00000 | ||
| Telecopier: | (212) |
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