0001213900-09-003569 Sample Contracts

SUBSCRIPTION AGREEMENT
Subscription 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”).

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SECURITY AGREEMENT
Security 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”).

PLATINUM ADVISORS LLC New York, New York 10019
Forbearance 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.

LONGVIEW SPECIAL FINANCE INC. Trident Chambers Road Town, Tortola, British Virgin Islands
Forbearance 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.

PLATINUM LONG TERM GROWTH IV, LLC New York, New York 10019
Forbearance Agreement • December 7th, 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 one or more secured bridge notes in the current principal amount of $70,961.12 (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.

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