EMPLOYMENT SERVICES AGREEMENTEmployment Services Agreement • April 12th, 2012 • Eastern Resources, Inc. • Services-motion picture & video tape production • Colorado
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 Patrick Imeson, an individual residing at One Lincoln Park, 2001 Lincoln Street, Denver, CO 80202 (the “Executive”).
SUBSCRIPTION AGREEMENTSubscription Agreement • May 15th, 2012 • Eastern Resources, Inc. • Services-motion picture & video tape production • New York
This Subscription Agreement (this “Agreement”) has been executed by the subscriber set forth in the signature page attached hereto (the “Subscriber”) in connection with the private placement offering (the “Offering”) of $_________ principal amount of 10% eighteen (18) month convertible promissory notes (the “Notes”) of Eastern Resources, Inc., a Delaware Corporation (the “Company”). This subscription is being submitted to you in accordance with and subject to the terms and conditions described in this Agreement.
PROMISSORY NOTEPromissory Note • November 21st, 2012 • Eastern Resources, Inc. • Services-motion picture & video tape production • Colorado
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”.
NO QUOTE BASIS** BUZZ KILL, INC. New York, New York 10016 As of April 13, 2007Eastern Resources Inc • July 14th, 2008 • Services-motion picture & video tape production • New York
The following shall set forth the agreement (”Agreement") between Buzz Kill, Inc. ("Company'), which is or shall become by principal photography of the Picture a signatory to the applicable DGA Agreement, and Seasmoke, Inc. (”Lender") with respect to Lender furnishing the services of Steven Kampmann (“Director") for Director’s directing services in connection with the motion picture currently entitled “Buzz Kill" ("Picture") as follows; contingent upon, however, that Company secures financing for the Picture:
SUBSCRIPTION AGREEMENTSubscription Agreement • December 30th, 2011 • Eastern Resources Inc • Services-motion picture & video tape production • New York
This Subscription Agreement (this “Agreement”) has been executed by the subscriber set forth in the signature page attached hereto (the “Subscriber”) in connection with the private placement offering (the “Offering”) of a maximum of $135,500 principal amount of convertible promissory notes (the “Notes”) of Eastern Resources, Inc., a Delaware Corporation (the “Company”). This subscription is being submitted to you in accordance with and subject to the terms and conditions described in this Agreement.
AMENDED AND RESTATED MINERAL PRODUCT RECEIVABLES PURCHASE AGREEMENTMineral Product Receivables Purchase Agreement • November 14th, 2013 • Eastern Resources, Inc. • Services-motion picture & video tape production • Delaware
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)”.
LOCK-UP AGREEMENTLock-Up Agreement • April 12th, 2012 • Eastern Resources, Inc. • Services-motion picture & video tape production • New York
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).
MEMORANDUM OF AGREEMENTMemorandum of Agreement • July 14th, 2008 • Eastern Resources Inc • Services-motion picture & video tape production • New York
THIS MEMORANDUM OF AGREEMENT (the "Agreement") is made as of April 17, 2006 by and between Buzz Kill, Inc. ("Producer") and Dylan Hundley, an individual, whose principal place of residence is 283 Third St., Jersey City, NJ 07302 ("Finder").
PRODUCER AGREEMENTProducer Agreement • July 14th, 2008 • Eastern Resources Inc • Services-motion picture & video tape production
This PRODUCER AGREEMENT (“Agreement”) is entered into and effective as August 1, 2007 between Buzz Kill, Inc. whose principal place of business is 4 Park Avenue, Suite 16K, New York, New York, 10016 (“Company”), and Thomas Hanna, who resides at 4 Park Avenue, Suite 16K. New York, New York, 10016 (“Producer”).
LITERARY PURCHASE AGREEMENTLiterary Purchase Agreement • July 14th, 2008 • Eastern Resources Inc • Services-motion picture & video tape production • New York
This Literary Purchase Agreement ("Agreement") is entered into as of April 1, 2007, between Buzz Kill, Inc. ("Purchaser"), which is or shall become by the start of principal photography a signatory to the WGA Agreement and Seasmoke, Inc. ("Lender") f/s/o Steven Kampmann and Matt Smollon (“Smollon”) (collectively hereinafter referred to as “Seller") with respect to the acquisition of all right, title, and interest in and to the screenplay and all rewrites and polishes thereof written by Seller presently entitled "Buzz Kill" (the screenplay together with the title, themes, contents, characters, stories, rewrites, polishes and all elements contained therein are herein referred to as the “Property") for the production of a theatrical motion picture currently entitled "Buzz Kill" (the "Picture").
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION AMONG EASTERN RESOURCES, INC. (a Delaware corporation), MTMI ACQUISITION CORP. (a Delaware corporation), EGI ACQUISITION CORP. (a Montana corporation), ELKHORN GOLDFIELDS LLC (a Delaware limited...Agreement and Plan of Merger and Reorganization • April 9th, 2012 • Eastern Resources, Inc. • Services-motion picture & video tape production • New York
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 6, 2012, by and among Eastern Resources, Inc., a Delaware corporation (“Parent”), MTMI Acquisition Corp., a Delaware corporation (“Acquisition Subsidiary A”), EGI Acquisition Corp., a Montana corporation (“Acquisition Subsidiary B” and, together with Acquisition Subsidiary A, the “Acquisition Subsidiaries” or, in the singular, the “Acquisition Subsidiary”), Elkhorn Goldfields LLC, a Delaware limited liability company (“Seller”), Montana Tunnels Mining, Inc., a Delaware corporation (“Company A”) and Elkhorn Goldfields, Inc., a Montana corporation (“Company B” and, together with Company A, the “Companies” or, in the singular, the “Company”). Parent, each Acquisition Subsidiary, Seller and each Company are each a “Party” and referred to collectively herein as the “Parties.”
12% UNSECURED CONVERTIBLE PROMISSORY NOTEEastern Resources, Inc. • April 12th, 2012 • Services-motion picture & video tape production • Illinois
THIS 12% UNSECURED CONVERTIBLE PROMISSORY NOTE (the “Note”), is made as of February 29, 2012 by and among Elkhorn Goldfields, Inc., a Montana corporation (the “Borrower”) and [____________] (the “Lender”).
MINING LEASE WITH OPTION TO PURCHASE (Patented and Unpatented Mining Claims located in Jefferson County, Montana) BETWEEN: MT. HEAGAN DEVELOPMENT, INC. -and- ELKHORN GOLDFIELDS, INC. January 29, 2001 MINING LEASE WITH OPTION TO PURCHASE (Patented and...Mining Lease • April 12th, 2012 • Eastern Resources, Inc. • Services-motion picture & video tape production • Montana
This Agreement, effective as of the 29th day of January, 2001 (“Effective Date”), is between MT. HEAGAN DEVELOPMENT, INC. (“Owner”), whose address is 3819 Highway 93 South, Darby, Montana 59827, and ELKHORN GOLDFIELDS, INC., a Montana corporation (“EGI”), whose address is 7 Maple Ridge Place, St. Andrews, Manitoba, Canada R1A 2Y6.
EMPLOYEE LEASING AGREEMENTEmployee Leasing Agreement • April 12th, 2012 • Eastern Resources, Inc. • Services-motion picture & video tape production • Colorado
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".
ContractSubscription Agreement • March 21st, 2008 • Eastern Resources Inc • New York
THIS AGREEMENT RELATES TO AN OFFERING OF SHARES PURSUANT TO REGULATIONS UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). NONE OF THE SHARES TO WHICH THIS AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE ACT, AND, UNLESS SO REGISTERED, MAY ONLY BE OFFERED OR SOLD PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS.
LOAN REINSTATEMENT AND MODIFICATION AGREEMENTLoan Reinstatement and Modification Agreement • April 9th, 2012 • Eastern Resources, Inc. • Services-motion picture & video tape production • Colorado
This Loan Reinstatement and Modification Agreement (the “Agreement”) is made effective April 6, 2012, by and between Gordon Snyder, acting as Administrative Agent (“Administrative Agent”) on behalf of the holders (“Holders”) of certain notes given in the amounts and on the dates set forth on Exhibit A under certain loan agreements hereinafter described (collectively, the “Loan Agreements”), and Elkhorn Goldfields, LLC, a Delaware limited liability company (“EGL”), MFPI Partners, LLC, a Delaware limited liability company (“MFPI”), (EGL and MFPI, collectively, “Borrower Parties”).
INTER-CREDITOR AND STANDSTILL AGREEMENTInter-Creditor and Standstill Agreement • August 19th, 2013 • Eastern Resources, Inc. • Services-motion picture & video tape production • Colorado
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
FORM OF SUBORDINATION AGREEMENTSubordination Agreement • April 15th, 2011 • Eastern Resources Inc • Services-motion picture & video tape production • New York
This Subordination Agreement (this “Subordination Agreement”) is dated as of September 10, 2010, by and among the individuals and corporate entities listed on Schedule 1 hereto (the “Subordinated Lenders”), Eastern Resources, Inc., a Delaware corporation (the “Parent Borrower”), Buzz Kill, Inc., a New York corporation and a wholly-owned subsidiary of Parent Borrower (the “Subsidiary Borrower”), and ____________________, a _____________ corporation (the “Senior Creditor”).
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • April 12th, 2012 • Eastern Resources, Inc. • Services-motion picture & video tape production • Colorado
THIS AGREEMENT is made and entered into April 6, 2012 by and between BLACK DIAMOND FINANCIAL GROUP, LLC, a limited liability company (“BDFG”), and EASTERN RESOURCES, INC, a Delaware corporation (“ESRI” or the “Company”).
FORM OF NO SHORT SELLING AGREEMENTSelling Agreement • April 12th, 2012 • Eastern Resources, Inc. • Services-motion picture & video tape production • New York
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).
MINERAL PRODUCT RECEIVABLES PURCHASE AGREEMENTMineral Product Receivables Purchase Agreement • April 12th, 2012 • Eastern Resources, Inc. • Services-motion picture & video tape production • Colorado
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”).
INVESTMENT AGREEMENTInvestment Agreement • March 21st, 2008 • Eastern Resources Inc • New York
THIS INVESTMENT AGREEMENT (the "Agreement") is made as of May l, 2007 by and between BUZZ KILL, INC., a New York corporation (the "Producer") and EASTERN RESOURCES, INC., a Delaware corporation ("Financier").
ESCROW AGREEMENTEscrow Agreement • March 21st, 2008 • Eastern Resources Inc • New York
THIS ESCROW AGREEMENT (this “Agreement”) is made and entered into as of July ___, 2007 by and between BUZZ KILL, INC., a New York corporation (the “Company”); each party listed as a “Buyer” on the Schedule of Buyers attached hereto (collectively, the “Buyers”), and Emerson E. Bruns, PLLC, as Escrow Agent hereunder (“Escrow Agent”).
CANCELLATION AGREEMENTCancellation Agreement • April 12th, 2012 • Eastern Resources, Inc. • Services-motion picture & video tape production • New York
CANCELLATION AGREEMENT, dated April 6, 2012 (this “Agreement”), by and between, Eastern Resources, Inc., a Delaware corporation (the “Company”), and Dylan Hundley (the “Cancelling Party”).
PROMISSORY NOTEPromissory Note • November 14th, 2013 • Eastern Resources, Inc. • Services-motion picture & video tape production • Colorado
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”.
TRI-PARTY AGREEMENT: CONSENT TO TRANSFER OF CONTROL OF MORTGAGOR AND ACKNOWLEDGEMENT OF PLEDGE AGREEMENTTri-Party Agreement • April 9th, 2012 • Eastern Resources, Inc. • Services-motion picture & video tape production
THIS TRI-PARTY AGREEMENT: CONSENT TO TRANSFER OF CONTROL OF MORTGAGOR AND ACKNOWLEDGEMENT OF PLEDGE AGREEMENT is made this 6th day of April, 2012, by and among ELKHORN GOLDFIELDS, LLC, a Delaware limited liability company (“EGL”), Eastern Resources, Inc., a Delaware corporation, a publicly traded corporation (“ESRI”) and GORDON SNYDER, as Administrative Agent on behalf of the noteholders under the terms of certain Loan Agreements in which EGL is the Borrower (“Administrative Agent”).
EASTERN RESOURCES, INC. Denver, CO 80202 SUBSCRIPTION AGREEMENTSubscription Agreement • August 19th, 2013 • Eastern Resources, Inc. • Services-motion picture & video tape production • New York
PLEDGE AGREEMENTPledge Agreement • April 9th, 2012 • Eastern Resources, Inc. • Services-motion picture & video tape production • Colorado
THIS PLEDGE AGREEMENT (this “Agreement”), dated as of April 6, 2012 is entered into between Elkhorn Goldfields, LLC, a Delaware limited liability company (“Pledgor”), and Gordon Snyder, as Administrative Agent, acting on behalf of the Lender Parties (as hereinafter defined) (“Secured Party”), with reference to the following:
SECURITY AGREEMENTSecurity Agreement • April 12th, 2012 • Eastern Resources, Inc. • Services-motion picture & video tape production • Colorado
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”).
General RELEASE agreementGeneral Release Agreement • April 12th, 2012 • Eastern Resources, Inc. • Services-motion picture & video tape production • New York
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. Non-Statutory Stock Option Agreement Granted Under 2012 Equity Incentive PlanEastern Resources • April 12th, 2012 • Eastern Resources, Inc. • Services-motion picture & video tape production • Colorado
SPLIT-OFF AGREEMENTSplit-Off Agreement • April 12th, 2012 • Eastern Resources, Inc. • Services-motion picture & video tape production • New York
This SPLIT-OFF AGREEMENT, dated as of April 6, 2012 (this “Agreement”), is entered into by and among Eastern Resources, Inc., a Delaware corporation (“ESRI”), Buzz Kill, Inc., a New York corporation (“Buzz Kill”), and each of the persons named on Exhibit A attached hereto (“Buyers”).
AMENDMENT TO $_______ 10% PARTICIPATING NOTE DATED __________, 20__Eastern Resources Inc • January 18th, 2012 • Services-motion picture & video tape production
WHEREAS, on _______, 20___ Buzz Kill, Inc., a New York corporation (the “Obligor”), issued a 10% Participating Note (the “Note”) due _______, 20___ (the “Original Maturity Date”) in the principal amount of $_______ in favor of ___________ (the “Payee”); and
ContractSubscription Agreement • March 21st, 2008 • Eastern Resources Inc • New York
THIS AGREEMENT RELATES TO AN OFFERING OF NOTES PURSUANT TO REGULATIONS UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). NONE OF THE NOTES TO WHICH THIS AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE ACT, AND, UNLESS SO REGISTERED, MAY ONLY BE OFFERED OR SOLD PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS.
INVESTMENT AGREEMENTInvestment Agreement • July 14th, 2008 • Eastern Resources Inc • Services-motion picture & video tape production • New York
THIS INVESTMENT AGREEMENT (the "Agreement") is made as of May l, 2007 by and between BUZZ KILL, INC., a New York corporation (the "Producer") and EASTERN RESOURCES, INC., a Delaware corporation ("Financier").
