FORM OF NO SHORT SELLING AGREEMENT


 


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).


 


WHEREAS, pursuant to
the transactions contemplated under that certain Agreement and Plan of Merger and Reorganization, dated as of __________, 2012
(the “Merger Agreement”), by and among the Company, MTMI Acquisition Corp., EGI Acquisition Corp., Elkhorn Goldfields
LLC, a Delaware limited liability company (“Seller”), Montana Tunnels Mining, Inc. a Delaware corporation and wholly
owned subsidiary of Seller (“Target A”), and Elkhorn Goldfields, Inc., a Montana corporation and wholly owned subsidiary
of Seller (“Target B” and, together with Target A, “Targets”), Target A will merge with MTMI Acquisition
Corp., with the result of such merger being that Target A will be the surviving entity and become a wholly owned subsidiary of
the Company, and Target B will merge with EGI Acquisition Corp., with the result of such merger being that Target B will be the
surviving entity and become a wholly owned subsidiary of the Company, with all the stockholders of Targets exchanging their shares
in each Target for shares of common stock of the Company (the “Common Stock”), all pursuant to the terms of the Merger
Agreement (the “Merger”);


 


WHEREAS, the Restricted
Holder will be an officer, director and/or key employee of the Company immediately after the closing of the Merger and/or the Restricted
Holder will be a beneficial owner of ten percent (10%) or more of the outstanding shares of Common Stock of the Company immediately
after the closing of the Merger;


 


WHEREAS, the Merger
Agreement provides that, among other things, the Restricted Holder shall be subject to certain restrictions on transactions in
securities of the Company during the period of twelve (12) months immediately following the closing date of the Merger (the “Restricted
Period”).


 


NOW, THEREFORE, as
an inducement to and in consideration of the Company’s agreement to enter into the Merger Agreement and proceed with the
Merger, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties
hereby agree as follows:


 


1.            No
Short Period. During the Restricted Period, the Restricted Holder will not, directly or indirectly, effect or agree to effect
any short sale (as defined in Rule 200 under Regulation SHO of the Securities Exchange Act of 1934 (the “Exchange Act”)),
whether or not against the box, establish any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange
Act) with respect to the Common Stock, borrow or pre-borrow any shares of Common Stock, or grant any other right (including, without
limitation, any put or call option) with respect to the Common Stock or with respect to any security that includes, is convertible
into or exercisable for or derives any significant part of its value from the Common Stock or otherwise seek to hedge the Restricted
Holder’s position in the Common Stock.


 



    	 



    	 



    

 


2.             Miscellaneous.


 


(a)          Specific
Performance. The Restricted Holder agrees that in the event of any breach or threatened breach by the Restricted Holder of
any covenant, obligation or other provision contained in this Agreement, then the Company shall be entitled (in addition to any
other remedy that may be available to the Company) to: (i) a decree or order of specific performance or mandamus to enforce the
observance and performance of such covenant, obligation or other provision; and (ii) an injunction restraining such breach or threatened
breach. The Restricted Holder further agrees that neither the Company nor any other person or entity shall be required to obtain,
furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this
Section 2, and the Restricted Holder irrevocably waives any right that he, she, or it may have to require the obtaining,
furnishing or posting of any such bond or similar instrument.


 


(b)          Other
Agreements. Nothing in this Agreement shall limit any of the rights or remedies of the Company under the Merger Agreement,
or any of the rights or remedies of the Company or any of the obligations of the Restricted Holder under any other agreement between
the Restricted Holder and the Company or any certificate or instrument executed by the Restricted Holder in favor of the Company;
and nothing in the Merger Agreement or in any other agreement, certificate or instrument shall limit any of the rights or remedies
of the Company or any of the obligations of the Restricted Holder under this Agreement.


 


(c)          Notices.
All notices, requests, demands, claims, and other communications hereunder shall be in writing. Any notice, request, demand, claim
or other communication hereunder shall be deemed duly delivered four business days after it is sent by registered or certified
mail, return receipt requested, postage prepaid, or one business day after it is sent for next business day delivery via a reputable
nationwide overnight courier service, in each case to the intended recipient as set forth below:


 


	If to the Company:	 	Copy to (which copy shall not constitute notice hereunder):
	 	 	 
	1610 Wynkoop Street #400	 	Gottbetter & Partners, LLP
	Denver, CO  80202	 	488 Madison Ave., 12th Floor
	Attn: Patrick W.M. Imeson	 	New York, NY  10022
	Facsimile: __________________	 	Attn: Adam S. Gottbetter, Esq.
	 	 	Facsimile: 212-400-6901


 


Any Party may give
any notice, request, demand, claim or other communication hereunder using any other means (including personal delivery, expedited
courier, messenger service, telecopy, telex, ordinary mail or electronic mail), but no such notice, request, demand, claim or other
communication shall be deemed to have been duly given unless and until it actually is received by the Party for whom it is intended.
Any Party may change the address to which notices, requests, demands, claims, and other communications hereunder are to be delivered
by giving the other Parties notice in the manner herein set forth.


 



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(d)          Severability.
Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect
the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending
term or provision in any other situation or in any other jurisdiction. If the final judgment of a court of competent jurisdiction
declares that any term or provision hereof is invalid or unenforceable, the parties hereto agree that the court making such determination
shall have the power to limit the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable
term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of
the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified. In the event such court
does not exercise the power granted to it in the prior sentence, the parties hereto agree to replace such invalid or unenforceable
term or provision with a valid and enforceable term or provision that will achieve, to the extent possible, the economic, business
and other purposes of such invalid or unenforceable term.


 


(e)         Applicable
Law; Jurisdiction. THIS AGREEMENT IS MADE UNDER, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE
OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED SOLELY THEREIN, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS
OF LAW. In any action between or among any of the parties arising out of this Agreement, (i) each of the parties irrevocably
and unconditionally consents and submits to the exclusive jurisdiction and venue of the state and federal courts having jurisdiction
over New York County, New York; (ii) if any such action is commenced in a state court, then, subject to applicable law, no
party shall object to the removal of such action to any federal court having jurisdiction over New York County, New York; (iii) each
of the parties irrevocably waives the right to trial by jury; and (iv) each of the parties irrevocably consents to service
of process by first class certified mail, return receipt requested, postage prepared, to the address at which such party is to
receive notice in accordance with this Agreement.


 


(f)          Waiver;
Termination. No failure on the part of the Company to exercise any power, right, privilege or remedy under this Agreement,
and no delay on the part of the Company in exercising any power, right, privilege or remedy under this Agreement, shall operate
as a waiver of such power, right, privilege or remedy; and no single or partial exercise of any such power, right, privilege or
remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy. The Company shall
not be deemed to have waived any claim arising out of this Agreement, or any power, right, privilege or remedy under this Agreement,
unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed
and delivered on behalf of the Company; and any such waiver shall not be applicable or have any effect except in the specific instance
in which it is given. If the Merger Agreement is terminated, this Agreement shall thereupon terminate.


 


(g)         Captions.
The captions contained in this Agreement are for convenience of reference only, shall not be deemed to be a part of this Agreement
and shall not be referred to in connection with the construction or interpretation of this Agreement.


 



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(h)         Further
Assurances. The Restricted Holder hereby represents and warrants that the Restricted Holder has full power and authority to
enter into this Agreement and that this Agreement constitutes the legal, valid and binding obligation of the Restricted Holder,
enforceable in accordance with its terms. The Restricted Holder shall execute and/or cause to be delivered to the Company such
instruments and other documents and shall take such other actions as the Company may reasonably request to effectuate the intent
and purposes of this Agreement.


 


(i)          Entire
Agreement. This Agreement and the Merger Agreement collectively set forth the entire understanding of the Company and the Restricted
Holder relating to the subject matter hereof and supersedes all other prior agreements and understandings between the Company and
the Restricted Holder relating to the subject matter hereof.


 


(j)          Non-Exclusivity.
The rights and remedies of the Company hereunder are not exclusive of or limited by any other rights or remedies which the Company
may have, whether at law, in equity, by contract or otherwise, all of which shall be cumulative (and not alternative).


 


(k)         Amendments.
This Agreement may not be amended, modified, altered or supplemented other than by means of a written instrument duly executed
and delivered on behalf of the Company and the Restricted Holder.


 


(l)          Assignment.
This Agreement and all obligations of the Restricted Holder hereunder are personal to the Restricted Holder and may not be transferred
or delegated by the Restricted Holder at any time. The Company may freely assign any or all of its rights under this Agreement,
in whole or in part, to any successor entity without obtaining the consent or approval of the Restricted Holder.


 


(m)        Binding
Nature. Subject to Section 3(l) above, this Agreement will inure to the benefit of the Company and its successors and assigns
and will be binding upon the Restricted Holder and the Restricted Holder’s representatives, executors, administrators, estate,
heirs, successors and assigns.


 


(n)         Survival.
Each of the representations, warranties, covenants and obligations contained in this Agreement shall survive the consummation of
the Merger.


 


(o)         Counterparts.
This Agreement may be executed in separate counterparts, each of which shall be deemed an original and both of which shall constitute
one and the same instrument.


 


[signature
page follows]


 



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IN WITNESS WHEREOF,
the parties hereto have executed and delivered this Agreement as of the date first set forth above.


 


	 	EASTERN RESOURCES, INC.
	 	 
	 	By:	 
	 	Name:	Thomas H. Hanna
	 	Title:	President


 



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IN WITNESS WHEREOF,
the parties hereto have executed and delivered this Agreement as of the date first set forth above.


 


	 	RESTRICTED HOLDER:
	 	 
	 	[                               ]
	 	 
	 	 
	 	 
	 	By:
	 	Its:
	 	 
	 	Address:__________________________________________
	 	 
	 	 
	 	 
	 	Fax: (   ) _________________


 



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