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.”
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”).
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”).
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:
