Eastern Resources, Inc. Sample Contracts

Eastern Resources, Inc. – Eastern Resources, Inc. Announces the Signing of a Term Sheet with Black Diamond Holdings, LLC (January 24th, 2014)

DENVER, Colo., January 21, 2014 – The Board of Directors of Eastern Resources, Inc. (OTC Bulletin Board: ESRI) is pleased to announce ESRI’s signing of a binding term sheet with Black Diamond Holdings LLC (“BDH”) pursuant to which ESRI will acquire (the “Transaction”) BDH’s ownership interests in four of its operating subsidiaries - TransnetYX LLC, Sagaciore Explorations LLC, Rackwise, Inc. and Carbon Fuels LLC (the “BDH Subsidiaries”).   Under the terms of the agreement and prior to the closing of the Transaction, ESRI will complete a reverse split of its common shares on a 75 to 1 basis, resulting in approximately 2.65 million ESRI common shares outstanding.    Upon closing of the Transaction, following completion of the reverse split and final due diligence, ESRI will issue 66.7 million common shares and 2 million Series A Preferred shares to BDH, and up to 4 million Series B Preferred Shares and 2 million common shares to BDH Preferred Membership Unit Holders in exchange for all of

Eastern Resources, Inc. – AMENDED AND RESTATED MINERAL PRODUCT RECEIVABLES PURCHASE AGREEMENT (November 14th, 2013)

This AMENDED AND RESTATED MINERAL PRODUCT RECEIVABLES PURCHASE AGREEMENT (the “Agreement”), dated as of the ____ day of ________, 2013 (the “Effective Date”), by and among ELKHORN GOLDFIELDS, INC. (“EGI”), a Montana corporation, and a majority owned, indirect subsidiary of Elkhorn Goldfields, LLC (“EGLLC”) and by and among the Persons identified as a Purchaser on Schedule “A” attached hereto and who have executed a counterpart of this Agreement as a Purchaser, as updated from time to time, the “Purchaser(s)”.

Eastern Resources, Inc. – PROMISSORY NOTE (November 14th, 2013)

THIS PROMISSORY NOTE (“Note”) is entered into as of October __, 2013 (the “Effective Date”) by and between Elkhorn Goldfields, Inc., (“Payor”), and _____________________________ (the “Lender”). The Payor and Lender are hereafter sometimes referred to individually as “Party” or collectively as “Parties”.

Eastern Resources, Inc. – GORDON SNYDER, ADMINISTRATIVE AGENT (November 14th, 2013)

This letter agreement (“Letter Agreement”), when signed and delivered on behalf of the Obligor Parties, will set forth the terms, conditions, representations, warranties and covenants which the Obligor Parties (hereinafter defined) have offered in order to induce Gordon Snyder, acting as Administrative Agent (“Administrative Agent”) on behalf of the holders (“Secured Creditors”) of certain notes given to evidence their obligations under certain loan agreements (collectively, the “Loan Agreements”) described more fully in that certain Loan Reinstatement and Modification Agreement made effective April 6, 2012 (“Loan Reinstatement Agreement”), to (a) agree to extend the term of that certain Intercreditor and Standstill Agreement dated as of May 14, 2013 (the “Standstill”) by and among (i) Gordon Snyder, as administrative agent (“Administrative Agent”) for the Secured Creditors; (ii) Black Diamond Holdings LLC (“BDH”), for itself and as authorized agent for certain additional purchasers of

Eastern Resources, Inc. – INTER-CREDITOR AND STANDSTILL AGREEMENT (August 19th, 2013)

THIS INTER-CREDITOR AND STANDSTILL AGREEMENT (“Agreement”) is made and effective as of May 13, 2013 (“Effective Date”) by and among (i) Gordon Snyder, as administrative agent (“Administrative Agent”) for the owners of certain secured promissory notes, convertible notes and redeemable options to certain debt holders (individually and together, the “Secured Creditors”); (ii) Black Diamond Holdings LLC (“BDH”) (iii) additional purchasers as provided by the Elkhorn Streaming Contract (“Additional Purchaser” together with BDH, collectively referred to herein as the "Purchasers") of approximately $25,000,000 of mineral product receivables pursuant to the Amended and Restated Mineral Product Receivables Purchase Agreement dated October 18, 2012 (the "Elkhorn Streaming Contract") which rights and obligations are secured by a specified quantity of gold to be developed from specified mineral deposits owned by Elkhorn Goldfields, Inc. (the “Company”), a wholly owned subsidiary of Eastern Resource

Eastern Resources, Inc. – EASTERN RESOURCES, INC. 1610 Wynkoop Street, Suite 400, Denver, CO 80202 SUBSCRIPTION AGREEMENT (August 19th, 2013)
Eastern Resources, Inc. – Warrant Certificate No. _____ (August 19th, 2013)

NEITHER THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) AN EXEMPTION FROM SUCH REGISTRATION EXISTS AND THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS.

Eastern Resources, Inc. – PROMISSORY NOTE - EXTENSION Date: October 18, 2012 (November 21st, 2012)

On September 6, 2012, the undersigned, EASTERN RESOURCES, INC (“Maker”) promised to pay to the order of BLACK DIAMOND HOLDINGS, LLC, (the "Holder"), the principal sum of ONE HUNDRED AND FIFTY THOUSAND, (US $150,000), with interest accruing on the outstanding principal amount of the Note at an annual rate of six percent (6.0%) until the Note is paid in full. The Note has a due date of September 30, 2012.

Eastern Resources, Inc. – PROMISSORY NOTE (November 21st, 2012)

THIS PROMISSORY NOTE (“Note”) is entered into as of September 14, 2012 (the “Effective Date”) by and between Elkhorn Goldfields, Inc., (“Payor”), and Black Diamond Financial Group, LLC (the “Lender”). The Payor and Lender are hereafter sometimes referred to individually as “Party” or collectively as “Parties”.

Eastern Resources, Inc. – PROMISSORY NOTE (November 21st, 2012)

THIS PROMISSORY NOTE (“Note”) is entered into as of September 6, 2012 (the “Effective Date”) by and between Eastern Resources, Inc., (“Payor”), and Black Diamond Holdings, LLC (the “Lender”). The Payor and Lender are hereafter sometimes referred to individually as “Party” or collectively as “Parties”.

Eastern Resources, Inc. – AMENDED AND RESTATED MINERAL PRODUCT RECEIVABLES PURCHASE AGREEMENT (November 21st, 2012)

This AMENDED AND RESTATED MINERAL PRODUCT RECEIVABLES PURCHASE AGREEMENT (the “Agreement”), dated as of the 18th day of October, 2012 (the “Effective Date”), by and among ELKHORN GOLDFIELDS, INC. (“EGI”), a Montana corporation, and a majority owned, indirect subsidiary of Elkhorn Goldfields, LLC (“EGLLC”) and by and among the Persons identified as a Purchaser on Schedule “A” attached hereto and who have executed a counterpart of this Agreement as a Purchaser, as updated from time to time, the “Purchaser(s)”.

Eastern Resources, Inc. – Loss on Related Party Ore Purchase Agreement and Change in Fair Value of Embedded Derivative (October 18th, 2012)

Date  OZ to Deliver   Total Price   Discount Period   Discount Factor   PV of PMT   Futures Price  on Measurement Date *   Delivery Value   PV of Delivery

Eastern Resources, Inc. – PROMISSORY NOTE (August 20th, 2012)

THIS PROMISSORY NOTE (“Note”) is entered into as of July 6, 2012(the “Effective Date”) by and between Eastern Resources, Inc., (“Payor”), and Patrick Imeson (the “Lender”). The Payor and Lender are hereafter sometimes referred to individually as “Party” or collectively as “Parties”.

Eastern Resources, Inc. – Contract (August 20th, 2012)

NEITHER THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) AN EXEMPTION FROM SUCH REGISTRATION EXISTS AND THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS.

Eastern Resources, Inc. – PROMISSORY NOTE (August 20th, 2012)

THIS PROMISSORY NOTE (“Note”) is entered into as of July 19, 2012(the “Effective Date”) by and between Elkhorn Goldfields, Inc., (“Payor”), and Black Diamond Financial Group, LLC (the “Lender”). The Payor and Lender are hereafter sometimes referred to individually as “Party” or collectively as “Parties”.

Eastern Resources, Inc. – Loss on Related Party Ore Purchase Agreement and Change in Fair Value of Embedded Derivative (July 11th, 2012)

Date  OZ to Deliver   Total Price   Discount Period   Discount Factor   PV of PMT   Futures Price  on Measurement Date *   Delivery Value   PV of Delivery

Eastern Resources, Inc. – Loss on Related Party Ore Purchase Agreement and Change in Fair Value of Embedded Derivative (May 31st, 2012)

Date  OZ to Deliver   Total Price   Discount Period   Discount Factor   PV of PMT   Futures Price on Measurement Date *   Delivery Value   PV of Delivery

Eastern Resources, Inc. – Contract (May 15th, 2012)

NEITHER THE ISSUANCE AND SALE OF THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.  THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (I) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (II) AN OPINION OF COUNSEL, IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT.  NOTWITHSTANDING THE FOREGOING, THIS NOTE MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THIS NOTE.  ANY TRANSFEREE OF THIS NOTE SHOULD CAREFULLY REVIEW THE TERMS OF THIS NOTE.  THE PRINCIPAL AMOUNT REPRESENTED BY THIS NOTE AND, ACCORDINGLY, THE SECURITIES ISSUABLE UPON CONVERSION HEREOF MAY BE LESS THAN THE AMOUNTS SET FORTH ON THE FACE HEREOF PURSUANT TO THIS NOTE.

Eastern Resources, Inc. – SUBSCRIPTION AGREEMENT (May 15th, 2012)
Eastern Resources, Inc. – General RELEASE agreement (April 12th, 2012)

This General Release Agreement (this “Agreement”), dated as of April 6, 2012, is entered into by and among Eastern Resources, Inc., Inc., a Delaware corporation (“Seller”), Buzz Kill, Inc., a New York corporation (“Split-Off Subsidiary”), and each of the persons named on Exhibit A attached hereto (“Buyers”). In consideration of the mutual benefits to be derived from this Agreement, the covenants and agreements set forth herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the execution and delivery hereof, the parties hereto hereby agree as follows:

Eastern Resources, Inc. – EMPLOYEE LEASING AGREEMENT (April 12th, 2012)

This EMPLOYEE LEASING AGREEMENT (this "Agreement") is made and entered into as of August 1, 2011 (the "Effective Date") between Montana Tunnels Mining, Inc. ("Lessor") and Elkhorn Goldfields, Inc. ("Elkhorn"). Elkhorn and Lessor are referred to herein individually as a "Party" and collectively as the "Parties".

Eastern Resources, Inc. – EASTERN RESOURCES, INC. Incentive Stock Option Agreement Granted Under 2012 Equity Incentive Plan (April 12th, 2012)
Eastern Resources, Inc. – LOCK-UP AGREEMENT (April 12th, 2012)

This LOCK-UP AGREEMENT (this “Agreement”) is made as of __________, 2012, by and between the undersigned person or entity (the “Restricted Holder”) and Eastern Resources, Inc., a Delaware corporation (the “Company”). Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Merger Agreement (as defined herein).

Eastern Resources, Inc. – TERMINATION OF INVESTMENT AGREEMENT (April 12th, 2012)

This Termination of Investment Agreement (this “Agreement”) is made as of April 6, 2012 (the “Effective Date”), by and between Buzz Kill, Inc., a New York corporation (“Buzz Kill”), and Eastern Resources, Inc., a Delaware corporation (“ESRI”). Each of Buzz Kill and ESRI may hereinafter be referred to as a “Party” and may collectively be referred to as the “Parties”.

Eastern Resources, Inc. – FORM OF NO SHORT SELLING AGREEMENT (April 12th, 2012)

This NO SHORT SELLING AGREEMENT (this “Agreement”) is made as of __________, 2012, by and between the undersigned person or entity (the “Restricted Holder”) and Eastern Resources, Inc., a Delaware corporation (the “Company”). Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Merger Agreement (as defined herein).

Eastern Resources, Inc. – ELKHORN GOLDFIELDS, INC. a Montana Corporation US $5,000,000 8% SERIES A BONDS DUE JULY 31, 2012 (April 12th, 2012)

on July 31, 2012 (the “Maturity Date”), in lawful money of the United States of America, together with interest from the Advance Date (as hereinafter defined), calculated on the basis of a 360-day year of 12, 30-day months, on the unpaid principal balance from time to time outstanding, computed until maturity at the rate per annum equal to the lesser of (i) the Applicable Rate (as hereinafter defined), or (ii) the Maximum Rate (as hereinafter defined).

Eastern Resources, Inc. – EMPLOYMENT SERVICES AGREEMENT (April 12th, 2012)

This Employment Services Agreement (the “Agreement”) is entered into as of the 6th day of April 2012, by and between EASTERN RESOURCES, INC., a Delaware corporation, with a business address of 1610 Wynkoop Street, Suite 400, Denver, CO 80202 (the “Company”), and Timothy G. Smith, an individual residing at 8953 Jackpine Drive, Helena, MT 59602 (the “Executive”).

Eastern Resources, Inc. – EMPLOYMENT SERVICES AGREEMENT (April 12th, 2012)

This Employment Services Agreement (the “Agreement”) is entered into as of the 6th day of April, 2012, by and between EASTERN RESOURCES, INC., a Delaware corporation, with a business address of 1610 Wynkoop Street, Suite 400, Denver, CO 80202 (the “Company”), and Eric Altman, an individual residing at 1800 15th Street #200, Denver, CO 80202 (the “Executive”).

Eastern Resources, Inc. – GENERAL RELEASE (April 12th, 2012)

TO ALL WHO THESE PRESENTS SHALL COME OR MAY CONCERN, know that the undersigned, ______________________________ (the “Releasor”), in consideration of good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, releases and discharges EASTERN RESOURCES, INC., a Delaware corporation (the “Releasee”), the Releasee’s servants, agents, principals, stockholders, affiliates, employees, subsidiaries, parents, heirs, executors, administrators, successors and assigns and the Releasee’s attorneys, together with their present, future and former officers, directors, shareholders, partners, members, employees, agents, attorneys, parents, subsidiaries, affiliates or other representatives, heirs, executors, administrators, successors and assigns (collectively, the “Released Parties”) from all actions, causes of action, suits, debts, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespa

Eastern Resources, Inc. – MINERAL PRODUCT RECEIVABLES PURCHASE AGREEMENT (April 12th, 2012)

This MINERAL PRODUCT RECEIVABLES PURCHASE AGREEMENT dated as of the 15th day of April, 2011 by and among ELKHORN GOLDFIELDS, INC. (“EGI”), a Montana corporation, and a wholly owned subsidiary of Elkhorn Goldfields, LLC (“EGLLC”) and BLACK DIAMOND HOLDINGS LLC, a Colorado limited liability company (“BDH”).

Eastern Resources, Inc. – INDEMNIFICATION ESCROW AGREEMENT (April 12th, 2012)

This Escrow Agreement (this “Agreement”) is entered into as of _______ __, 2012 by and between Eastern Resources, Inc., a Delaware corporation (the “Parent”), Patrick W.M. Imeson (the “Indemnification Representative”) and Gottbetter & Partners, LLP (the “Escrow Agent”).

Eastern Resources, Inc. – LOCK-UP ESCROW AGREEMENT (April 12th, 2012)

This LOCK-UP ESCROW AGREEMENT (this “Agreement”) is made as of __________, 2012, by and among the undersigned person or entity (each, a “Restricted Holder” and collectively, the “Restricted Holders”), Eastern Resources, Inc., a Delaware corporation (the “Company”), and Gottbetter & Partners, LLP, as escrow agent (the “Escrow Agent”). Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Lock-Up Agreement (as defined herein).

Eastern Resources, Inc. – EMPLOYMENT SERVICES AGREEMENT (April 12th, 2012)

This Employment Services Agreement (the “Agreement”) is entered into as of the 6th day of April, 2012, by and between EASTERN RESOURCES, INC., a Delaware corporation, with a business address of 1610 Wynkoop Street, Suite 400, Denver, CO 80202 (the “Company”), and Robert Trenaman, an individual residing at 4626 Lockehaven Place, North Vancouver, BC (the “Executive”).

Eastern Resources, Inc. – Subscription Booklet for Effecting Purchases of $5,000,000 in 8% Series A Bonds in Elkhorn Goldfields Inc. a Montana Corporation July 1, 2010 (April 12th, 2012)

Persons desiring to purchase 8% Series A Bonds (“Bonds”) in Elkhorn Goldfields Inc, a Montana Corporation (the “Company”) formed for the purpose of pursuing a strategy of acquiring mineral assets in resource-rich locales like the State of Montana that has secure land ownership rules, stable government and permitting and operating regulations that are fair and enforceable.. This subscription agreement has been developed pursuant to the Company’s Confidential Private Offering Memorandum dated July 1, 2010 (the “Memorandum”). Unless otherwise defined or the context otherwise requires, capitalized terms used in this Subscription Booklet shall have the meanings assigned them in the Memorandum. THE COMPANY MAY ACCEPT OR REJECT ANY SUBSCRIPTION IN ITS SOLE DISCRETION.

Eastern Resources, Inc. – SECURITY AGREEMENT (April 12th, 2012)

THIS AGREEMENT made and entered into this 15th day of April 2011, by and between ELKHORN GOLDFIELDS, INC. whose address is Suite 1209 – 409 Granville Street, Vancouver, British Columbia, Canada, V6C 1T2, (referred to in this Agreement as “Debtor”) and BLACK DIAMOND HOLDINGS LLC, whose address is P.O. Box 370657, Denver, Colorado 80237, (referred to in this Agreement as “Creditor”).