TERMINATION AGREEMENT
EXHIBIT
10.1
This
Termination Agreement is made as of the 9th
day of
July 2006 by and between SBI Brightline XIII, LLC, a California limited
liability company (“SBI”) and NaturalNano, Inc., a Nevada corporation (the
“Company”).
Reference
is made to that certain Stock Purchase Agreement dated as of March 30, 2006
by
and between SBI and the Company (the “Stock Purchase Agreement”) and to that
certain warrant for the purchase of up to 3,300,000 shares of the Company’s
Common Stock issued by the Company to SBI on March 30, 2006 (the
“Warrant”).
For
good
and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, SBI and the Company hereby agree as follows:
| 1. |
As
of the date hereof, the Stock Purchase Agreement is terminated and
of no
further force and effect. In amplification of, and not by way of
limiting,
the foregoing, from and after the date hereof, the Company shall
have no
right under the Stock Purchase Agreement to require SBI to purchase,
and
SBI shall have no obligation under the Stock Purchase Agreement to
purchase, any shares of the Common Stock of the
Company.
|
| 2. |
As
of the date hereof, the Warrant is cancelled and of no further force
and
effect, and all rights of SBI to acquire shares of the Company’s Common
Stock by exercise of the Warrant shall be null and
void.
|
| 3. |
Each
of SBI and the Company, for itself and its members, managers,
stockholders, officers, and directors, hereby forever releases the
other
party from all obligations of every nature that such other party
may have
had to it under the Stock Purchase Agreement or the
Warrant.
|
In
witness whereof, SBI and the Company have executed this Termination Agreement
as
of the 9th
day of
July 2006.
|
SBI
Brightline XIII, LLC
By: /s/
Xxxxxx Xxxxxxx
Xxxxxx
Xxxxxxx, Manager
|
NaturalNano,
Inc.
By:
/s/
Xxxxxxxx X. Xxxxxx
Xxxxxxxx
X. Xxxxxx, Chief Financial Officer
|
