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.


10% CONVERTIBLE PROMISSORY NOTE


 


	Issuance Date:  February 1, 2012	Principal Amount: U.S. $_________


 


FOR VALUE RECEIVED, Eastern Resources,
Inc., a Delaware corporation (the "Company"), hereby promises to pay to _______________ or registered
assigns ("Holder") the amount set out above as the Principal Amount (as reduced pursuant to the terms hereof pursuant
to redemption, conversion or otherwise, the "Principal") when due, whether upon the Maturity Date (as defined
below), acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and to pay interest at the rate
of 10.00% per annum ("Interest") from the date set out above as the Issuance Date (the "Issuance Date")
until the same becomes due and payable on the Maturity Date.


 


1.PAYMENTS
OF PRINCIPAL AND INTEREST; MATURITY.  Payment in full of all unpaid Principal and all accrued and unpaid Interest is due
no later than July 31, 2013 (the "Maturity Date"), unless this Note is repaid earlier in accordance with
Section 2 herein or converted in accordance with Section 3 herein; provided, however, that the
Corporation and Holders of a majority in interest of these Notes may mutually agree to extend the term of the Note beyond the Maturity
Date. All Interest shall be paid in shares of the Corporation’s common stock (“Interest Shares”).
The amount of Interest Shares to be delivered shall be determined by dividing the amount of Interest required to be paid by (i)
in the event of a mandatory conversion in accordance with Section 3 herein, the Conversion Price (defined below), or (ii) if no
mandatory conversion, (a) a number equal to the volume weighted average price of the Corporation’s common stock as reported
by Bloomberg L.P. for the ten trading days preceding but not including the relevant payment date, or (b) if no such pricing is
available, a number determined in good faith by the Board of Directors of the Corporation to be the fair market value of the common
stock at the payment date.


 



    	   



    	 



    
 





2.PREPAYMENT. The Company and
the Holder understand and agree that the Principal and any accrued Interest may be prepaid by the Company at any time without penalty.


 


3.Mandatory
Conversion. Upon the closing of the next securities offering or other financing by the Company in which the Company
raises a minimum of US one million dollars ($1,000,000), which offering closes concurrent with the closing of a related merger
or other acquisition transaction (the “Financing”), the entire unpaid Principal
and accrued but unpaid Interest shall be automatically, and without any action or notice by the Company or the Holder, converted
into the securities or instruments issued by the Company in the Financing (the “Conversion Securities”)
at a price (the “Conversion Price”) equal to either (a) the price per share
of stock (or unit of stock and other securities) paid by investors in the Financing, if the Financing is an issuance of stock (or
units of stock and other securities), or (b) the price paid by investors in the Financing, expressed as a percentage of the face
amount of debt securities, if the Financing is an issuance of debt securities (or units of debt securities and other securities)
(including debt securities convertible into stock). No fraction of shares will be issued on conversion, but if shares are issuable,
the number of shares issuable shall be rounded to the nearest whole share. The number or amount of Conversion Securities issuable
upon a conversion hereunder shall be determined by the quotient obtained by dividing (x) the outstanding Principal and accrued
but unpaid Interest to be converted by (y) the Conversion Price. The Company’s calculation of the applicable Conversion Price
shall be conclusive, absent manifest error. The Company shall afford the Holder the opportunity to become a party to all agreements
and instruments for the benefit of the investors in the Financing, including, but not limited to, if applicable, any registration
rights agreement. 


 


4.Limitation
on Conversion. The Holder shall not be entitled to convert this Note on any date, if and to the extent that the number
of shares of common stock of the Company issuable upon the conversion of this Note on such date (or issuable upon conversion or
exercise of the Conversion Securities if such securities are not shares of common stock of the Company), together with the number
of shares of common stock of the Company beneficially owned by the Holder and its affiliates otherwise than on account of ownership
of this Note on such date, would result in beneficial ownership by the Holder and its affiliates of more than 9.9% of the outstanding
shares of common stock of the Company on such date. For the purposes of the immediately preceding sentence, beneficial ownership
shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder.


 


5.EVENT OF DEFAULT. Failure
by the Company to make payment pursuant to Section 1 hereof shall constitute an event of default ("Event of Default").
In an Event of Default, the Holder shall be entitled to all legal remedies available to it to pursue collections, and the Company
shall bear all reasonable costs of collection, including but not limited to necessary attorneys’ fees.


 


6.NO WAIVER. No failure or delay
by the Holder in exercising any right, power or privilege under this Note shall operate as a waiver thereof, nor shall any single
or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.
The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by applicable
law. No course of dealing between the Company and the Holder shall operate as a waiver of any rights by the Holder.


 



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7. NOTICES; PAYMENTS.


 


(a)Notices.
 All notices or other communications which are required or permitted under this Note shall be in writing and shall
be sufficient if transmitted by hand delivery, by facsimile transmission, by registered or certified mail, postage pre-paid, by
electronic mail, or by nationally recognized overnight courier, to the persons at the addresses
set forth below (or at such other address as may be provided hereunder), and shall be deemed to have been delivered (i) if transmitted
by hand delivery, as of the date delivered, (ii) if transmitted by facsimile or electronic mail, as of the date so transmitted
with an automated confirmation of delivery, (iii) if transmitted by nationally recognized overnight courier,
as of the Business Day (as defined below) immediately following the date of delivery to the carrier, and (iv) if transmitted by
registered or certified mail, postage pre-paid, on the fifth Business Day following posting with the U.S. Postal Service:


 


If to the Company to:


 


Eastern Resources, Inc.


c/o Gottbetter
& Partners, LLP


488 Madison Avenue,
12th Floor


New York, NY
10022


Attention: Adam
S. Gottbetter, Esq.


Fax (212) 400-6901


 


If to the Holder to:


 


Unless a specific notice is otherwise required
under this Note, the Company shall provide the Holder with prompt written notice of all actions taken pursuant to this Note, including
in reasonable detail a description of such action and the reason therefore.


 


(b)Payments.  Except
as otherwise provided in this Note, whenever any payment of cash is to be made by the Company to the Holder, such payment shall
be made in lawful money of the United States of America by a check drawn on the account of the Company and sent via overnight courier
service to the Holder at the address noted in paragraph (a) above; provided that the Holder may elect to receive a payment via
wire transfer of immediately available funds by providing the Company with prior written notice setting out such request and the
Holder's wire transfer instructions.  Whenever any amount expressed to be due by the terms of this Note is due on any day
which is not a Business Day, the same shall instead be due on the next succeeding day which is a Business Day. For the purposes
of this Section 7, the term "Business Day" means any day of the year other than a Saturday, a Sunday or a day
on which the U.S. Securities and Exchange Commission is required or authorized to close.


 


8.TRANSFER.  The Holder
acknowledges and agrees that this Note may only be offered, sold, assigned or transferred by the Holder if consented to in writing
by the Company.


 



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9.CONSTRUCTION; HEADINGS.  This
Note shall be deemed to be jointly drafted by the Company and the Holder and shall not be construed against any person as the drafter
hereof. The headings in this Note are for convenience of reference and shall not form part of, or affect the interpretation of,
this Note.


 


10.SEVERABILITY. In the event
that one or more of the provisions of this Note shall for any reasons be held invalid, illegal, or unenforceable in any respect,
such invalidity, illegality or unenforceability shall not affect any other provision of this Note, but this Note shall be construed
as if such invalid, illegal or unenforceable provision had never been contained herein.


 


11.GOVERNING LAW. This Note
and the rights and obligations of the Company and the Holder shall be governed by and construed in accordance with the laws of
the State of New York.


 


 


 


[SIGNATURE PAGE FOLLOWS]


 



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IN WITNESS WHEREOF, the Company has caused
this Note to be duly executed as of the Issuance Date set out above.


 





	 	EASTERN RESOURCES, INC.
	 	 
	 	By	 
	 	Name:  Thomas H. Hanna, Jr.
	 	Title:    Chief Executive Officer


 






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