LOAN
REINSTATEMENT AND MODIFICATION AGREEMENT


 


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”).


 


WHEREAS,
Administrative Agent, acting on behalf of the Holders under the Loan Agreements (as defined below), has made loans and credit
available to Borrower Parties from time to time pursuant to the Loan Agreements, including the following loans:


 


		1.	those
                                                                                                                              certain
                                                                                                                              loan
                                                                                                                              agreements,
                                                                                                                              promissory
                                                                                                                              notes,
                                                                                                                              and
                                                                                                                              other
                                                                                                                              loan
                                                                                                                              documents
                                                                                                                              among
                                                                                                                              Administrative
                                                                                                                              Agent
                                                                                                                              and
                                                                                                                              EGL,
                                                                                                                              dated
                                                                                                                              December
                                                                                                                              8
                                                                                                                              and
                                                                                                                              December
                                                                                                                              21,
                                                                                                                              2006
                                                                                                                              in
                                                                                                                              the
                                                                                                                              total
                                                                                                                              original
                                                                                                                              principal
                                                                                                                              amount
                                                                                                                              of
                                                                                                                              $5,000,000.00
                                                                                                                              (the
                                                                                                                              “2006
                                                                                                                              Loan”);
                                                                                                                              and



 


		2.	those
                                                                                                                              certain
                                                                                                                              loan
                                                                                                                              agreements,
                                                                                                                              promissory
                                                                                                                              notes,
                                                                                                                              and
                                                                                                                              other
                                                                                                                              loan
                                                                                                                              documents
                                                                                                                              among
                                                                                                                              Administrative
                                                                                                                              Agent
                                                                                                                              and
                                                                                                                              MFPI,
                                                                                                                              dated
                                                                                                                              February
                                                                                                                              22,
                                                                                                                              2007
                                                                                                                              and
                                                                                                                              modified
                                                                                                                              May
                                                                                                                              14,
                                                                                                                              2007
                                                                                                                              in
                                                                                                                              the
                                                                                                                              total
                                                                                                                              original
                                                                                                                              principal
                                                                                                                              amount
                                                                                                                              of
                                                                                                                              $8,050,000.00
                                                                                                                              (the
                                                                                                                              “2007
                                                                                                                              Loan”);
                                                                                                                              and



 


		3.	those
                                                                                                                              certain
                                                                                                                              loan
                                                                                                                              agreements,
                                                                                                                              promissory
                                                                                                                              notes,
                                                                                                                              and
                                                                                                                              other
                                                                                                                              loan
                                                                                                                              documents
                                                                                                                              among
                                                                                                                              Administrative
                                                                                                                              Agent
                                                                                                                              and
                                                                                                                              MFPI
                                                                                                                              Partners,
                                                                                                                              LLC,
                                                                                                                              dated
                                                                                                                              January
                                                                                                                              22,
                                                                                                                              2008
                                                                                                                              in
                                                                                                                              the
                                                                                                                              total
                                                                                                                              original
                                                                                                                              principal
                                                                                                                              amount
                                                                                                                              of
                                                                                                                              $5,000,000.00
                                                                                                                              (the
                                                                                                                              “2008
                                                                                                                              Loan”)
                                                                                                                              (the
                                                                                                                              2006
                                                                                                                              Loan,
                                                                                                                              the
                                                                                                                              2007
                                                                                                                              Loan,
                                                                                                                              and
                                                                                                                              the
                                                                                                                              2008
                                                                                                                              Loan
                                                                                                                              are
                                                                                                                              sometimes
                                                                                                                              collectively
                                                                                                                              referred
                                                                                                                              to
                                                                                                                              herein
                                                                                                                              as
                                                                                                                              the
                                                                                                                              “Loans”);
                                                                                                                              and



 


		4.	that
                                                                                                                              certain
                                                                                                                              Loan
                                                                                                                              and
                                                                                                                              Administrative
                                                                                                                              Agency
                                                                                                                              Agreement
                                                                                                                              (“Loan
                                                                                                                              and
                                                                                                                              Administrative
                                                                                                                              Agency
                                                                                                                              Agreement”)
                                                                                                                              and
                                                                                                                              other
                                                                                                                              loan
                                                                                                                              documents
                                                                                                                              (including
                                                                                                                              without
                                                                                                                              limitation
                                                                                                                              the
                                                                                                                              Mortgages
                                                                                                                              hereinafter
                                                                                                                              defined)
                                                                                                                              dated
                                                                                                                              as
                                                                                                                              of
                                                                                                                              May
                                                                                                                              13,
                                                                                                                              2009
                                                                                                                              in
                                                                                                                              the
                                                                                                                              original
                                                                                                                              principal
                                                                                                                              amount
                                                                                                                              of
                                                                                                                              $1,000,000.00
                                                                                                                              (the
                                                                                                                              “2009
                                                                                                                              Loan”);
                                                                                                                              and



 


		5.	that
                                                                                                                              certain
                                                                                                                              Forbearance
                                                                                                                              Agreement
                                                                                                                              dated
                                                                                                                              as
                                                                                                                              of
                                                                                                                              April
                                                                                                                              30,
                                                                                                                              2010
                                                                                                                              by
                                                                                                                              and
                                                                                                                              between
                                                                                                                              the
                                                                                                                              Borrower
                                                                                                                              Parties
                                                                                                                              and
                                                                                                                              Administrative
                                                                                                                              Agent
                                                                                                                              (the
                                                                                                                              “Forbearance
                                                                                                                              Agreement”);
                                                                                                                              and



 


WHEREAS,
each of the Loans is evidenced by one or more Notes made payable to certain Holders and given by one or more of the Borrower Parties
on the dates and in the original principal amounts set forth on Exhibit A attached to this Agreement and by this
reference made an integral part hereof; and




 



    	 



    	 



    

  


WHEREAS,
as part of the terms and conditions of the 2009 Loan, the Notes evidencing the indebtedness under the 2006 Loan, the 2007 Loan
and the 2008 Loan, all such notes being then in default, were amended to add accrued unpaid interest to the principal amounts
then outstanding under each note; to modify the interest rate, the term and the description of collateral securing the indebtedness
evidenced by each such note and to make other changes in the terms of the 2006 Loan, the 2007 Loan and the 2008 Loan, all of which
changes are set forth in the allonges and loan documents evidencing and securing the 2009 Loan, all executed and delivered by
the Borrower Parties, respectively, to the Administrative Agent for the benefit of the Holders and owners respectively of each
Note; and


 


WHEREAS,
subsequent to the execution and delivery of the 2009 Loan, and due to the parties’ anticipation that the Borrower Parties
would not be able to discharge their then outstanding obligations under the Loans in complete and timely fashion as agreed, the
parties executed and delivered to one another the Forbearance Agreement, which provided, among other things, that the Borrower
Parties’ several debts and obligations to Administrative Agent under the Loans would become and thereafter for all purposes
be the joint and several obligations of all the Borrower Parties; and


 


WHEREAS,
the First Priority Mortgage, Security Agreement, Assignment of Leases and Rents, and Fixture Filing from Elkhorn Goldfields,
Inc. to Administrative Agent, effective May 29, 2009 in the official records of Jefferson County, Montana as documents numbered
233611 securing the 2009 Loan was released pursuant to that certain Release of First Priority Mortgage, Security Agreement, Assignment
of Leases and Rents, and Fixture Filing from Elkhorn Goldfields, Inc. to Administrative Agent, effective April 18, 2011 upon payment
in full of all outstanding obligations of the 2009 Loan.


 


WHEREAS,
that certain Guaranty Agreement effective May 13, 2009 executed by Patrick M. W. Imeson and Michael Feinberg providing additional
security for the payment of the 2009 Loan and Loan Administrative Agency Agreement, not to exceed $1,000,000, (the “Guaranty
Agreement”) is still in effect.


 


WHEREAS,
Borrower Parties and Administrative Agent have agreed that the current balances of amounts due and unpaid under all the indebtedness
of the Borrower Parties are accurately summarized on the attached Exhibit C;


 


WHEREAS,
Borrower Parties have requested, as a result of changed circumstances involving certain real property security for the Loans (namely,
the “Elkhorn Mines” project and the “Montana Tunnels Mine” project), including without limitation the
potential availability of public equity financing in an amount reflecting increased secular gold prices, that Administrative Agent
agree: (i) to reinstate and modify the terms granted under all the Loan Agreements and the Forbearance Agreement; (ii) to bring
all of the Loans current under modified terms more accurately reflecting the potentially large increase in the current value of
the Borrower Parties’ assets which stand as collateral for the Loans; and (iii) to accept replacement collateral for all
of the Loans as more fully described hereinafter, the result of which shall be a waiver of any default by the Borrower Parties
thereunder prior to the date of this Agreement; and


 



    	 



    	 



    

 


WHEREAS,
the modified terms of the Loans will include, among other things and without limitation, (a) re-characterization of accrued and
unpaid interest as of the date of this Agreement and the amounts at any time due or to become due under the Collar Option as “Principal
Due” as hereinafter more particularly defined; (b) the agreement of the parties that Principal Due as defined herein will
be the basis upon which interest under this Agreement will accrue on a going-forward basis; (c) the agreement of the parties that
the Administrative Agency Fee will be calculated (both Collar Option and Administrative Agency Fee being more fully described
in the Credit Documents, as hereinafter defined) on the basis of Principal Due as defined herein; and (d) the agreement by the
parties that all of the modified terms both as contained herein and from time to time agreed to in the past by Administrative
Agent arising from prior defaults are acknowledged and agreed by Borrower Parties to be within the authority of Administrative
Agent acting alone and without further evidence of approval by the Noteholders or any of them, all as set forth in writing in
the Administrative Agency Agreements executed in connection with each of the Loans; and


 


WHEREAS,
Administrative Agent and Holders have determined that they will benefit from agreeing to Borrower Parties’ request on certain
terms and conditions as set forth in this Agreement, including without limitation Holders’ and Administrative Agent’s
being granted additional rights and powers and collateral for the Loans by the Borrower Parties pursuant to this Agreement;


 


NOW,
THEREFORE, in consideration of the mutual promises and covenants contained herein, in addition to other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows.


 


		I.	Definitions.



 


		a.	Credit
                                                                                                                               Documents
                                                                                                                               shall
                                                                                                                               mean
                                                                                                                               all
                                                                                                                               of
                                                                                                                               the
                                                                                                                               Loan
                                                                                                                               Agreements
                                                                                                                               and
                                                                                                                               the
                                                                                                                               Forbearance
                                                                                                                               Agreement,
                                                                                                                               and
                                                                                                                               any
                                                                                                                               and
                                                                                                                               all
                                                                                                                               documents
                                                                                                                               executed
                                                                                                                               in
                                                                                                                               connection
                                                                                                                               with
                                                                                                                               this
                                                                                                                               Agreement
                                                                                                                               or
                                                                                                                               (unless
                                                                                                                               expressly
                                                                                                                               modified
                                                                                                                               by
                                                                                                                               this
                                                                                                                               Agreement
                                                                                                                               and,
                                                                                                                               if
                                                                                                                               so
                                                                                                                               modified,
                                                                                                                               to
                                                                                                                               the
                                                                                                                               full
                                                                                                                               extent
                                                                                                                               of
                                                                                                                               such
                                                                                                                               modified
                                                                                                                               terms)
                                                                                                                               executed
                                                                                                                               at
                                                                                                                               any
                                                                                                                               time
                                                                                                                               prior
                                                                                                                               hereto
                                                                                                                               in
                                                                                                                               any
                                                                                                                               way
                                                                                                                               evidencing,
                                                                                                                               securing
                                                                                                                               or
                                                                                                                               pertaining
                                                                                                                               to
                                                                                                                               any
                                                                                                                               of
                                                                                                                               the
                                                                                                                               Loans
                                                                                                                               or
                                                                                                                               the
                                                                                                                               Forbearance
                                                                                                                               Agreement,
                                                                                                                               and
                                                                                                                               any
                                                                                                                               document
                                                                                                                               executed
                                                                                                                               by
                                                                                                                               a
                                                                                                                               Borrower
                                                                                                                               Party
                                                                                                                               relating
                                                                                                                               to
                                                                                                                               a
                                                                                                                               loan
                                                                                                                               or
                                                                                                                               extension
                                                                                                                               of
                                                                                                                               credit,
                                                                                                                               or
                                                                                                                               security
                                                                                                                               for
                                                                                                                               a
                                                                                                                               loan
                                                                                                                               or
                                                                                                                               extension
                                                                                                                               of
                                                                                                                               credit,
                                                                                                                               arranged
                                                                                                                               by
                                                                                                                               or
                                                                                                                               administered
                                                                                                                               by
                                                                                                                               Administrative
                                                                                                                               Agent,
                                                                                                                               specifically
                                                                                                                               including
                                                                                                                               without
                                                                                                                               limitation
                                                                                                                               the
                                                                                                                               Collar
                                                                                                                               Option
                                                                                                                               Notice
                                                                                                                               executed
                                                                                                                               by
                                                                                                                               MFPI
                                                                                                                               Partners,
                                                                                                                               LLC
                                                                                                                               on
                                                                                                                               March
                                                                                                                               3,
                                                                                                                               2010.



 


		b.	Elkhorn
                                                                                                                               Mine
                                                                                                                               (or
                                                                                                                               Elkhorn
                                                                                                                               Mine
                                                                                                                               Project)
                                                                                                                               shall
                                                                                                                               mean
                                                                                                                               the
                                                                                                                               Elkhorn
                                                                                                                               Mine
                                                                                                                               owned
                                                                                                                               in
                                                                                                                               Fee
                                                                                                                               Simple
                                                                                                                               by
                                                                                                                               Elkhorn
                                                                                                                               Goldfields,
                                                                                                                               Inc.,
                                                                                                                               a
                                                                                                                               Montana
                                                                                                                               corporation
                                                                                                                               (“EGI”)
                                                                                                                               together
                                                                                                                               with
                                                                                                                               all
                                                                                                                               mineral
                                                                                                                               rights,
                                                                                                                               mining
                                                                                                                               rights
                                                                                                                               and
                                                                                                                               licenses
                                                                                                                               and
                                                                                                                               operating
                                                                                                                               rights
                                                                                                                               of
                                                                                                                               any
                                                                                                                               and
                                                                                                                               every
                                                                                                                               type
                                                                                                                               whatsoever,
                                                                                                                               located
                                                                                                                               in
                                                                                                                               Jefferson
                                                                                                                               County,
                                                                                                                               Montana,
                                                                                                                               as
                                                                                                                               described
                                                                                                                               more
                                                                                                                               fully
                                                                                                                               in,
                                                                                                                               and
                                                                                                                               subject
                                                                                                                               to,
                                                                                                                               the
                                                                                                                               First
                                                                                                                               Priority
                                                                                                                               Mortgage,
                                                                                                                               Security
                                                                                                                               Agreement,
                                                                                                                               Assignment
                                                                                                                               of
                                                                                                                               Leases
                                                                                                                               and
                                                                                                                               Rents,
                                                                                                                               and
                                                                                                                               Fixture
                                                                                                                               Filing
                                                                                                                               executed
                                                                                                                               and
                                                                                                                               delivered
                                                                                                                               by
                                                                                                                               EGI
                                                                                                                               in
                                                                                                                               favor
                                                                                                                               of
                                                                                                                               Administrative
                                                                                                                               Agent
                                                                                                                               for
                                                                                                                               the
                                                                                                                               benefit
                                                                                                                               of
                                                                                                                               the
                                                                                                                               Holders,
                                                                                                                               recorded
                                                                                                                               on
                                                                                                                               May
                                                                                                                               29,
                                                                                                                               2009
                                                                                                                               in
                                                                                                                               the
                                                                                                                               official
                                                                                                                               records
                                                                                                                               of
                                                                                                                               Jefferson
                                                                                                                               County,
                                                                                                                               Montana
                                                                                                                               as
                                                                                                                               documents
                                                                                                                               numbered
                                                                                                                               233612
                                                                                                                               (First
                                                                                                                               Priority
                                                                                                                               mortgage)
                                                                                                                               and
                                                                                                                               233614
                                                                                                                               (First
                                                                                                                               Priority
                                                                                                                               UCC
                                                                                                                               filing)
                                                                                                                               (the
                                                                                                                               “Elkhorn
                                                                                                                               Mine
                                                                                                                               Mortgage”).



 



    	 



    	 



    

 


		c.	Montana
                                                                                                                               Tunnels
                                                                                                                               Mine
                                                                                                                               or
                                                                                                                               Montana
                                                                                                                               Tunnels
                                                                                                                               Project
                                                                                                                               shall
                                                                                                                               mean
                                                                                                                               the
                                                                                                                               Montana
                                                                                                                               Tunnels
                                                                                                                               Mine
                                                                                                                               owned
                                                                                                                               in
                                                                                                                               Fee
                                                                                                                               Simple
                                                                                                                               by
                                                                                                                               Montana
                                                                                                                               Tunnels
                                                                                                                               Mining,
                                                                                                                               Inc.,
                                                                                                                               a
                                                                                                                               Delaware
                                                                                                                               corporation
                                                                                                                               (“MTMI”),
                                                                                                                               together
                                                                                                                               with
                                                                                                                               all
                                                                                                                               mineral
                                                                                                                               rights,
                                                                                                                               mining
                                                                                                                               rights
                                                                                                                               and
                                                                                                                               licenses
                                                                                                                               and
                                                                                                                               operating
                                                                                                                               rights
                                                                                                                               of
                                                                                                                               any
                                                                                                                               and
                                                                                                                               every
                                                                                                                               type
                                                                                                                               whatsoever,
                                                                                                                               located
                                                                                                                               in
                                                                                                                               Jefferson
                                                                                                                               County,
                                                                                                                               Montana,
                                                                                                                               as
                                                                                                                               described
                                                                                                                               more
                                                                                                                               fully
                                                                                                                               in,
                                                                                                                               and
                                                                                                                               subject
                                                                                                                               to,
                                                                                                                               the
                                                                                                                               Mortgage,
                                                                                                                               Security
                                                                                                                               Agreement,
                                                                                                                               Assignment
                                                                                                                               of
                                                                                                                               Leases
                                                                                                                               and
                                                                                                                               Rents,
                                                                                                                               and
                                                                                                                               Fixture
                                                                                                                               Filing
                                                                                                                               in
                                                                                                                               favor
                                                                                                                               of
                                                                                                                               Administrative
                                                                                                                               Agent
                                                                                                                               executed
                                                                                                                               and
                                                                                                                               delivered
                                                                                                                               by
                                                                                                                               MTMI
                                                                                                                               as
                                                                                                                               mortgagor
                                                                                                                               for
                                                                                                                               the
                                                                                                                               benefit
                                                                                                                               of
                                                                                                                               the
                                                                                                                               Holders,
                                                                                                                               recorded
                                                                                                                               on
                                                                                                                               May
                                                                                                                               29,
                                                                                                                               2009
                                                                                                                               in
                                                                                                                               the
                                                                                                                               official
                                                                                                                               records
                                                                                                                               of
                                                                                                                               Jefferson
                                                                                                                               County,
                                                                                                                               Montana
                                                                                                                               as
                                                                                                                               documents
                                                                                                                               numbered
                                                                                                                               236384
                                                                                                                               (mortgage)
                                                                                                                               and
                                                                                                                               236385
                                                                                                                               (UCC
                                                                                                                               filing)
                                                                                                                               (the
                                                                                                                               “Montana
                                                                                                                               Tunnels
                                                                                                                               Mortgage,”
                                                                                                                               together
                                                                                                                               with
                                                                                                                               the
                                                                                                                               Elkhorn
                                                                                                                               Mine
                                                                                                                               Mortgage,
                                                                                                                               the
                                                                                                                               “Mortgages”).
                                                                                                                               The
                                                                                                                               Mortgages
                                                                                                                               secure
                                                                                                                               the
                                                                                                                               obligations
                                                                                                                               of
                                                                                                                               the
                                                                                                                               Borrower
                                                                                                                               Parties
                                                                                                                               jointly
                                                                                                                               and
                                                                                                                               severally
                                                                                                                               under
                                                                                                                               the
                                                                                                                               Loans.



 


		d.	Mortgagor.
                                                                                                                               EGI
                                                                                                                               and
                                                                                                                               MTMI
                                                                                                                               shall
                                                                                                                               be
                                                                                                                               collectively
                                                                                                                               referred
                                                                                                                               to
                                                                                                                               herein
                                                                                                                               as
                                                                                                                               “Mortgagor”.



 


		e.	Principal
                                                                                                                               Due
                                                                                                                               shall
                                                                                                                               mean
                                                                                                                               the
                                                                                                                               sum
                                                                                                                               set
                                                                                                                               forth
                                                                                                                               by
                                                                                                                               that
                                                                                                                               name
                                                                                                                               on
                                                                                                                               Exhibit
                                                                                                                               C
                                                                                                                               to
                                                                                                                               this
                                                                                                                               Agreement
                                                                                                                               plus
                                                                                                                               all
                                                                                                                               sums
                                                                                                                               due
                                                                                                                               and
                                                                                                                               to
                                                                                                                               become
                                                                                                                               due
                                                                                                                               under
                                                                                                                               the
                                                                                                                               Collar
                                                                                                                               Option,
                                                                                                                               which,
                                                                                                                               when
                                                                                                                               paid
                                                                                                                               in
                                                                                                                               full
                                                                                                                               along
                                                                                                                               with
                                                                                                                               all
                                                                                                                               interest,
                                                                                                                               costs,
                                                                                                                               fees
                                                                                                                               and
                                                                                                                               other
                                                                                                                               sums
                                                                                                                               owed
                                                                                                                               by
                                                                                                                               Borrower
                                                                                                                               Parties
                                                                                                                               to
                                                                                                                               Noteholders,
                                                                                                                               as
                                                                                                                               shown
                                                                                                                               by
                                                                                                                               a
                                                                                                                               true
                                                                                                                               and
                                                                                                                               correct
                                                                                                                               accounting
                                                                                                                               of
                                                                                                                               the
                                                                                                                               amounts
                                                                                                                               necessary
                                                                                                                               to
                                                                                                                               discharge
                                                                                                                               all
                                                                                                                               obligations
                                                                                                                               of
                                                                                                                               Borrower
                                                                                                                               Parties
                                                                                                                               under
                                                                                                                               each
                                                                                                                               of
                                                                                                                               the
                                                                                                                               Loans
                                                                                                                               and
                                                                                                                               this
                                                                                                                               Agreement,
                                                                                                                               shall
                                                                                                                               entitle
                                                                                                                               the
                                                                                                                               Borrower
                                                                                                                               Parties
                                                                                                                               to
                                                                                                                               receive
                                                                                                                               from
                                                                                                                               Administrative
                                                                                                                               Agent
                                                                                                                               acting
                                                                                                                               for
                                                                                                                               the
                                                                                                                               Noteholders
                                                                                                                               a
                                                                                                                               full
                                                                                                                               and
                                                                                                                               final
                                                                                                                               release
                                                                                                                               of
                                                                                                                               all
                                                                                                                               collateral
                                                                                                                               and
                                                                                                                               return
                                                                                                                               to
                                                                                                                               Borrower
                                                                                                                               Parties
                                                                                                                               respectively
                                                                                                                               all
                                                                                                                               evidences
                                                                                                                               of
                                                                                                                               indebtedness
                                                                                                                               of
                                                                                                                               Borrower
                                                                                                                               Parties
                                                                                                                               under
                                                                                                                               each
                                                                                                                               of
                                                                                                                               the
                                                                                                                               Loans.



 


		f.	Property
                                                                                                                               shall
                                                                                                                               mean
                                                                                                                               the
                                                                                                                               Elkhorn
                                                                                                                               Mine
                                                                                                                               and/or
                                                                                                                               the
                                                                                                                               Montana
                                                                                                                               Tunnels
                                                                                                                               Mine,
                                                                                                                               depending
                                                                                                                               upon
                                                                                                                               the
                                                                                                                               context.



 


		g.	Secured
                                                                                                                               Obligations
                                                                                                                               shall
                                                                                                                               mean
                                                                                                                               the
                                                                                                                               obligations
                                                                                                                               of
                                                                                                                               the
                                                                                                                               Borrower
                                                                                                                               Parties
                                                                                                                               jointly
                                                                                                                               and
                                                                                                                               severally
                                                                                                                               to
                                                                                                                               repay
                                                                                                                               loans
                                                                                                                               or
                                                                                                                               credit
                                                                                                                               advanced
                                                                                                                               pursuant
                                                                                                                               to
                                                                                                                               the
                                                                                                                               Loan
                                                                                                                               Agreements,
                                                                                                                               the
                                                                                                                               Credit
                                                                                                                               Documents
                                                                                                                               or
                                                                                                                               the
                                                                                                                               Forbearance
                                                                                                                               Agreement
                                                                                                                               or
                                                                                                                               any
                                                                                                                               of
                                                                                                                               them,
                                                                                                                               together
                                                                                                                               with
                                                                                                                               all
                                                                                                                               fees
                                                                                                                               and
                                                                                                                               costs
                                                                                                                               of
                                                                                                                               the
                                                                                                                               Holders
                                                                                                                               and
                                                                                                                               the
                                                                                                                               Administrative
                                                                                                                               Agent
                                                                                                                               Fee,
                                                                                                                               all
                                                                                                                               as
                                                                                                                               arranged
                                                                                                                               by
                                                                                                                               or
                                                                                                                               administered
                                                                                                                               by
                                                                                                                               Administrative
                                                                                                                               Agent,
                                                                                                                               including
                                                                                                                               all
                                                                                                                               obligations
                                                                                                                               of
                                                                                                                               the
                                                                                                                               Borrower
                                                                                                                               Parties
                                                                                                                               under
                                                                                                                               this
                                                                                                                               Agreement
                                                                                                                               and
                                                                                                                               all
                                                                                                                               of
                                                                                                                               the
                                                                                                                               Loan
                                                                                                                               Agreements,
                                                                                                                               the
                                                                                                                               Credit
                                                                                                                               Documents
                                                                                                                               and
                                                                                                                               the
                                                                                                                               Forbearance
                                                                                                                               Agreement.



 


		II.	Reinstatement
                                                                                                                                 of
                                                                                                                                 Loans
                                                                                                                                 -
                                                                                                                                 Conditions
                                                                                                                                 Precedent.



 


The
reinstatement of the Loans is conditioned on the following, all of which, by Borrower Parties’ executing and delivering
this Agreement, shall be deemed to be affirmative obligations of Borrower Parties, the failure to perform which shall be grounds
for Administrative Agent to terminate this agreement upon written notice to Borrower Parties if such failure remains uncured after
ten (10) days from receipt of such written notice:


 


		a.	Borrower
                                                                                                                               Parties
                                                                                                                               shall
                                                                                                                               deliver
                                                                                                                               or
                                                                                                                               cause
                                                                                                                               to
                                                                                                                               be
                                                                                                                               delivered
                                                                                                                               to
                                                                                                                               Administrative
                                                                                                                               Agent
                                                                                                                               on
                                                                                                                               or
                                                                                                                               before
                                                                                                                               the
                                                                                                                               Closing
                                                                                                                               Date
                                                                                                                               hereinafter
                                                                                                                               defined
                                                                                                                               fully
                                                                                                                               executed
                                                                                                                               originals
                                                                                                                               of
                                                                                                                               this
                                                                                                                               Agreement
                                                                                                                               and
                                                                                                                               each
                                                                                                                               of
                                                                                                                               the
                                                                                                                               following
                                                                                                                               documents:



 


		(i)	Note
                                                                                                                                                  Modifications
                                                                                                                                                  in
                                                                                                                                                  the
                                                                                                                                                  form
                                                                                                                                                  attached
                                                                                                                                                  hereto
                                                                                                                                                  as
                                                                                                                                                  Exhibit
                                                                                                                                                  B                                                                                                                                                  executed
                                                                                                                                                  by
                                                                                                                                                  the
                                                                                                                                                  applicable
                                                                                                                                                  Borrower
                                                                                                                                                  Parties
                                                                                                                                                  for
                                                                                                                                                  each
                                                                                                                                                  of
                                                                                                                                                  the
                                                                                                                                                  Notes
                                                                                                                                                  listed
                                                                                                                                                  in
                                                                                                                                                  Exhibit
                                                                                                                                                  A;



 



    	 



    	 



    

 


		(ii)	Certificate
                                                                                                                                                   of
                                                                                                                                                   Designation
                                                                                                                                                   issued
                                                                                                                                                   by
                                                                                                                                                   Eastern
                                                                                                                                                   Resources,
                                                                                                                                                   Inc.
                                                                                                                                                   of
                                                                                                                                                   Series
                                                                                                                                                   A
                                                                                                                                                   Preferred
                                                                                                                                                   Stock
                                                                                                                                                   for
                                                                                                                                                   10,000,000
                                                                                                                                                   shares
                                                                                                                                                   (“Certificate”);
                                                                                                                                                   in
                                                                                                                                                   the
                                                                                                                                                   form
                                                                                                                                                   attached
                                                                                                                                                   hereto
                                                                                                                                                   as
                                                                                                                                                   Exhibit
                                                                                                                                                   D;



 


		(iii)	Pledge
                                                                                                                                                    Agreement
                                                                                                                                                    in
                                                                                                                                                    the
                                                                                                                                                    form
                                                                                                                                                    of
                                                                                                                                                    Exhibit
                                                                                                                                                    E
                                                                                                                                                    executed
                                                                                                                                                    by
                                                                                                                                                    EGL,
                                                                                                                                                    creating
                                                                                                                                                    a
                                                                                                                                                    first
                                                                                                                                                    priority
                                                                                                                                                    security
                                                                                                                                                    interest
                                                                                                                                                    in
                                                                                                                                                    favor
                                                                                                                                                    of
                                                                                                                                                    Administrative
                                                                                                                                                    Agent
                                                                                                                                                    in
                                                                                                                                                    and
                                                                                                                                                    to
                                                                                                                                                    the
                                                                                                                                                    10,000,000
                                                                                                                                                    Series
                                                                                                                                                    A
                                                                                                                                                    Preferred
                                                                                                                                                    shares
                                                                                                                                                    in
                                                                                                                                                    Eastern
                                                                                                                                                    Resources,
                                                                                                                                                    Inc.
                                                                                                                                                    (the
                                                                                                                                                    “Preferred
                                                                                                                                                    Shares”)
                                                                                                                                                    and
                                                                                                                                                    all
                                                                                                                                                    rights
                                                                                                                                                    of
                                                                                                                                                    the
                                                                                                                                                    holder
                                                                                                                                                    attaching
                                                                                                                                                    thereto
                                                                                                                                                    (“Pledge
                                                                                                                                                    Agreement”).
                                                                                                                                                    Borrower
                                                                                                                                                    Parties
                                                                                                                                                    agree
                                                                                                                                                    that
                                                                                                                                                    Administrative
                                                                                                                                                    Agent
                                                                                                                                                    may
                                                                                                                                                    in
                                                                                                                                                    his
                                                                                                                                                    sole
                                                                                                                                                    discretion
                                                                                                                                                    cause
                                                                                                                                                    the
                                                                                                                                                    physical
                                                                                                                                                    Preferred
                                                                                                                                                    Shares
                                                                                                                                                    to
                                                                                                                                                    be
                                                                                                                                                    held
                                                                                                                                                    in
                                                                                                                                                    the
                                                                                                                                                    actual
                                                                                                                                                    custody
                                                                                                                                                    of
                                                                                                                                                    a
                                                                                                                                                    fiduciary,
                                                                                                                                                    including
                                                                                                                                                    a
                                                                                                                                                    lawyer
                                                                                                                                                    representing
                                                                                                                                                    Administrative
                                                                                                                                                    Agent,
                                                                                                                                                    but
                                                                                                                                                    such
                                                                                                                                                    actual
                                                                                                                                                    custody
                                                                                                                                                    of
                                                                                                                                                    the
                                                                                                                                                    Preferred
                                                                                                                                                    Shares
                                                                                                                                                    by
                                                                                                                                                    a
                                                                                                                                                    fiduciary
                                                                                                                                                    for
                                                                                                                                                    Administrative
                                                                                                                                                    Agent
                                                                                                                                                    shall
                                                                                                                                                    not
                                                                                                                                                    in
                                                                                                                                                    any
                                                                                                                                                    way
                                                                                                                                                    affect
                                                                                                                                                    the
                                                                                                                                                    perfected
                                                                                                                                                    status
                                                                                                                                                    of
                                                                                                                                                    Administrative
                                                                                                                                                    Agent’s
                                                                                                                                                    security
                                                                                                                                                    interest
                                                                                                                                                    in
                                                                                                                                                    the
                                                                                                                                                    Preferred
                                                                                                                                                    Shares
                                                                                                                                                    as
                                                                                                                                                    Collateral
                                                                                                                                                    for
                                                                                                                                                    the
                                                                                                                                                    obligations
                                                                                                                                                    of
                                                                                                                                                    Borrower
                                                                                                                                                    Parties;



 


		(iv)	A
                                                                                                                                                   counterpart
                                                                                                                                                   Tri-Party
                                                                                                                                                   Agreement
                                                                                                                                                   among
                                                                                                                                                   Administrative
                                                                                                                                                   Agent,
                                                                                                                                                   EGL
                                                                                                                                                   and
                                                                                                                                                   Eastern
                                                                                                                                                   Resources,
                                                                                                                                                   Inc.,
                                                                                                                                                   in
                                                                                                                                                   the
                                                                                                                                                   form
                                                                                                                                                   attached
                                                                                                                                                   hereto
                                                                                                                                                   as
                                                                                                                                                   Exhibit
                                                                                                                                                   F,
                                                                                                                                                   executed
                                                                                                                                                   by
                                                                                                                                                   each
                                                                                                                                                   of
                                                                                                                                                   Administrative
                                                                                                                                                   Agent,
                                                                                                                                                   EGL
                                                                                                                                                   and
                                                                                                                                                   Eastern
                                                                                                                                                   Resources,
                                                                                                                                                   Inc.,
                                                                                                                                                   (i)
                                                                                                                                                   acknowledging
                                                                                                                                                   the
                                                                                                                                                   transfer
                                                                                                                                                   of
                                                                                                                                                   100%
                                                                                                                                                   of
                                                                                                                                                   the
                                                                                                                                                   ownership
                                                                                                                                                   of
                                                                                                                                                   the
                                                                                                                                                   stock
                                                                                                                                                   of
                                                                                                                                                   Mortgagor
                                                                                                                                                   to
                                                                                                                                                   Eastern
                                                                                                                                                   Resources,
                                                                                                                                                   Inc.,
                                                                                                                                                   the
                                                                                                                                                   full
                                                                                                                                                   disclosure
                                                                                                                                                   to
                                                                                                                                                   Eastern
                                                                                                                                                   Resources,
                                                                                                                                                   Inc.
                                                                                                                                                   by
                                                                                                                                                   EGL
                                                                                                                                                   of
                                                                                                                                                   all
                                                                                                                                                   covenants
                                                                                                                                                   and
                                                                                                                                                   conditions
                                                                                                                                                   of
                                                                                                                                                   the
                                                                                                                                                   Mortgages
                                                                                                                                                   to
                                                                                                                                                   be
                                                                                                                                                   binding
                                                                                                                                                   on
                                                                                                                                                   and/or
                                                                                                                                                   performed
                                                                                                                                                   by
                                                                                                                                                   Mortgagor;
                                                                                                                                                   the
                                                                                                                                                   agreement
                                                                                                                                                   of
                                                                                                                                                   Eastern
                                                                                                                                                   Resources,
                                                                                                                                                   Inc
                                                                                                                                                   .to
                                                                                                                                                   cause
                                                                                                                                                   EGI
                                                                                                                                                   and
                                                                                                                                                   MTMI
                                                                                                                                                   to
                                                                                                                                                   perform
                                                                                                                                                   all
                                                                                                                                                   of
                                                                                                                                                   the
                                                                                                                                                   covenants
                                                                                                                                                   of
                                                                                                                                                   Mortgagor
                                                                                                                                                   under
                                                                                                                                                   the
                                                                                                                                                   Mortgages;
                                                                                                                                                   releasing
                                                                                                                                                   and
                                                                                                                                                   indemnifying
                                                                                                                                                   Administrative
                                                                                                                                                   Agent
                                                                                                                                                   from
                                                                                                                                                   and
                                                                                                                                                   against
                                                                                                                                                   any
                                                                                                                                                   and
                                                                                                                                                   all
                                                                                                                                                   claims,
                                                                                                                                                   losses,
                                                                                                                                                   costs,
                                                                                                                                                   damages
                                                                                                                                                   or
                                                                                                                                                   expenses
                                                                                                                                                   whatsoever
                                                                                                                                                   which
                                                                                                                                                   may
                                                                                                                                                   have
                                                                                                                                                   arisen
                                                                                                                                                   under
                                                                                                                                                   the
                                                                                                                                                   Mortgages
                                                                                                                                                   prior
                                                                                                                                                   to
                                                                                                                                                   the
                                                                                                                                                   date
                                                                                                                                                   of
                                                                                                                                                   the
                                                                                                                                                   Tri-Party
                                                                                                                                                   Agreement
                                                                                                                                                   and
                                                                                                                                                   (ii)
                                                                                                                                                   acknowledgment
                                                                                                                                                   of
                                                                                                                                                   the
                                                                                                                                                   Pledge
                                                                                                                                                   Agreement
                                                                                                                                                   whereby
                                                                                                                                                   EGL
                                                                                                                                                   pledges
                                                                                                                                                   its
                                                                                                                                                   interest
                                                                                                                                                   in
                                                                                                                                                   the
                                                                                                                                                   pledged
                                                                                                                                                   shares
                                                                                                                                                   to
                                                                                                                                                   Administrative
                                                                                                                                                   Agent;



 


		(v)	Certified
                                                                                                                                true
                                                                                                                                and
                                                                                                                                correct
                                                                                                                                executed
                                                                                                                                copies
                                                                                                                                of
                                                                                                                                all
                                                                                                                                documents
                                                                                                                                evidencing
                                                                                                                                the
                                                                                                                                completion
                                                                                                                                of
                                                                                                                                a
                                                                                                                                reverse
                                                                                                                                triangular
                                                                                                                                merger
                                                                                                                                by
                                                                                                                                and
                                                                                                                                among
                                                                                                                                Eastern
                                                                                                                                Resources,
                                                                                                                                Inc.,
                                                                                                                                EGL,
                                                                                                                                MTMI
                                                                                                                                and
                                                                                                                                EGI;



 


		(vi)	Current
                                                                                                                                 certificates
                                                                                                                                 issued
                                                                                                                                 by
                                                                                                                                 the
                                                                                                                                 respective
                                                                                                                                 state
                                                                                                                                 authorities
                                                                                                                                 of
                                                                                                                                 the
                                                                                                                                 incorporation/organization,
                                                                                                                                 and
                                                                                                                                 good
                                                                                                                                 standing
                                                                                                                                 of
                                                                                                                                 EGL,
                                                                                                                                 MFPI,
                                                                                                                                 Eastern
                                                                                                                                 Resources,
                                                                                                                                 Inc.,
                                                                                                                                 MTMI
                                                                                                                                 and
                                                                                                                                 EGI;



 


		(vii)	Certificates
                                                                                                                                  of
                                                                                                                                  incumbency
                                                                                                                                  executed
                                                                                                                                  by
                                                                                                                                  the
                                                                                                                                  duly-constituted
                                                                                                                                  officers
                                                                                                                                  of
                                                                                                                                  each
                                                                                                                                  of
                                                                                                                                  EGL,
                                                                                                                                  MFPI,
                                                                                                                                  Eastern
                                                                                                                                  Resources,
                                                                                                                                  Inc.,
                                                                                                                                  MTMI
                                                                                                                                  and
                                                                                                                                  EGI
                                                                                                                                  attesting
                                                                                                                                  to
                                                                                                                                  the
                                                                                                                                  authority
                                                                                                                                  of
                                                                                                                                  the
                                                                                                                                  persons
                                                                                                                                  executing
                                                                                                                                  all
                                                                                                                                  documents
                                                                                                                                  by
                                                                                                                                  or
                                                                                                                                  on
                                                                                                                                  behalf
                                                                                                                                  of
                                                                                                                                  each
                                                                                                                                  entity;



 


		(viii)	Opinions
                                                                                                                                   of
                                                                                                                                   Counsel
                                                                                                                                   for
                                                                                                                                   EGL
                                                                                                                                   in
                                                                                                                                   form
                                                                                                                                   and
                                                                                                                                   content
                                                                                                                                   reasonably
                                                                                                                                   acceptable
                                                                                                                                   to
                                                                                                                                   Administrative
                                                                                                                                   Agent.



 






    	 



    	 



    
 


		b.	Provided
                                                                                                                               that
                                                                                                                               all
                                                                                                                               of
                                                                                                                               the
                                                                                                                               foregoing
                                                                                                                               have
                                                                                                                               been
                                                                                                                               timely
                                                                                                                               delivered
                                                                                                                               and
                                                                                                                               all
                                                                                                                               other
                                                                                                                               conditions
                                                                                                                               herein
                                                                                                                               have
                                                                                                                               been
                                                                                                                               fully
                                                                                                                               performed
                                                                                                                               by
                                                                                                                               Borrower
                                                                                                                               Parties,
                                                                                                                               Administrative
                                                                                                                               Agent
                                                                                                                               agrees
                                                                                                                               that
                                                                                                                               the
                                                                                                                               Loans,
                                                                                                                               as
                                                                                                                               modified
                                                                                                                               by
                                                                                                                               this
                                                                                                                               Agreement,
                                                                                                                               shall
                                                                                                                               be
                                                                                                                               promptly
                                                                                                                               reinstated
                                                                                                                               as
                                                                                                                               current
                                                                                                                               and
                                                                                                                               performing,
                                                                                                                               subject
                                                                                                                               to
                                                                                                                               the
                                                                                                                               continued
                                                                                                                               observance
                                                                                                                               by
                                                                                                                               Borrower
                                                                                                                               Parties
                                                                                                                               of
                                                                                                                               all
                                                                                                                               obligations
                                                                                                                               of
                                                                                                                               Borrower
                                                                                                                               Parties
                                                                                                                               hereunder
                                                                                                                               and
                                                                                                                               under
                                                                                                                               the
                                                                                                                               Credit
                                                                                                                               Documents.



 


		III.	Additional
                                                                                                                                  Loan
                                                                                                                                  Modification
                                                                                                                                  Terms.
                                                                                                                                  In
                                                                                                                                  addition
                                                                                                                                  to
                                                                                                                                  the
                                                                                                                                  re-characterization
                                                                                                                                  of
                                                                                                                                  accrued
                                                                                                                                  and
                                                                                                                                  unpaid
                                                                                                                                  interest
                                                                                                                                  as
                                                                                                                                  of
                                                                                                                                  the
                                                                                                                                  date
                                                                                                                                  of
                                                                                                                                  this
                                                                                                                                  Agreement
                                                                                                                                  and
                                                                                                                                  the
                                                                                                                                  amounts
                                                                                                                                  to
                                                                                                                                  become
                                                                                                                                  due
                                                                                                                                  under
                                                                                                                                  the
                                                                                                                                  Collar
                                                                                                                                  Option
                                                                                                                                  as
                                                                                                                                  Principal
                                                                                                                                  Due,
                                                                                                                                  on
                                                                                                                                  the
                                                                                                                                  basis
                                                                                                                                  of
                                                                                                                                  which
                                                                                                                                  interest
                                                                                                                                  under
                                                                                                                                  this
                                                                                                                                  Agreement
                                                                                                                                  will
                                                                                                                                  accrue
                                                                                                                                  on
                                                                                                                                  a
                                                                                                                                  going-forward
                                                                                                                                  basis
                                                                                                                                  and
                                                                                                                                  the
                                                                                                                                  Administrative
                                                                                                                                  Agency
                                                                                                                                  Fee
                                                                                                                                  will
                                                                                                                                  be
                                                                                                                                  calculated,
                                                                                                                                  Borrower
                                                                                                                                  Parties
                                                                                                                                  hereby
                                                                                                                                  agree
                                                                                                                                  in
                                                                                                                                  consideration
                                                                                                                                  of
                                                                                                                                  Administrative
                                                                                                                                  Agent’s
                                                                                                                                  agreement
                                                                                                                                  to
                                                                                                                                  reinstate
                                                                                                                                  to
                                                                                                                                  current
                                                                                                                                  status
                                                                                                                                  the
                                                                                                                                  obligations
                                                                                                                                  of
                                                                                                                                  Borrower
                                                                                                                                  Parties
                                                                                                                                  as
                                                                                                                                  no
                                                                                                                                  longer
                                                                                                                                  in
                                                                                                                                  default,
                                                                                                                                  that
                                                                                                                                  the
                                                                                                                                  following
                                                                                                                                  additional
                                                                                                                                  specific
                                                                                                                                  terms
                                                                                                                                  and
                                                                                                                                  conditions
                                                                                                                                  of
                                                                                                                                  the
                                                                                                                                  indicated
                                                                                                                                  Loan
                                                                                                                                  Agreements
                                                                                                                                  are
                                                                                                                                  hereby
                                                                                                                                  modified
                                                                                                                                  as
                                                                                                                                  follows:



 


		a.	The
                                                                                                                             2007
                                                                                                                             Loan
                                                                                                                             Agreement
                                                                                                                             is
                                                                                                                             hereby
                                                                                                                             modified
                                                                                                                             by
                                                                                                                             striking
                                                                                                                             the
                                                                                                                             text
                                                                                                                             of
                                                                                                                             Section
                                                                                                                             7.
                                                                                                                             entitled
                                                                                                                             “Administrative
                                                                                                                             Agent”
                                                                                                                             from
                                                                                                                             the
                                                                                                                             beginning
                                                                                                                             with
                                                                                                                             the
                                                                                                                             words
                                                                                                                             “On
                                                                                                                             the
                                                                                                                             first
                                                                                                                             to
                                                                                                                             occur”
                                                                                                                             and
                                                                                                                             following
                                                                                                                             to
                                                                                                                             the
                                                                                                                             end
                                                                                                                             of
                                                                                                                             the
                                                                                                                             Section
                                                                                                                             and
                                                                                                                             replacing
                                                                                                                             it
                                                                                                                             with
                                                                                                                             language
                                                                                                                             identical
                                                                                                                             to
                                                                                                                             Paragraphs
                                                                                                                             7.1
                                                                                                                             through
                                                                                                                             7.8
                                                                                                                             of
                                                                                                                             the
                                                                                                                             2008
                                                                                                                             Loan
                                                                                                                             Agreement.



 


		b.	The
                                                                                                                             2008
                                                                                                                             Loan
                                                                                                                             Agreement
                                                                                                                             is
                                                                                                                             hereby
                                                                                                                             modified
                                                                                                                             by
                                                                                                                             striking
                                                                                                                             from
                                                                                                                             Paragraph
                                                                                                                             6.7
                                                                                                                             thereof
                                                                                                                             the
                                                                                                                             language
                                                                                                                             commencing
                                                                                                                             with
                                                                                                                             the
                                                                                                                             words
                                                                                                                             “MFPI
                                                                                                                             shall
                                                                                                                             satisfy
                                                                                                                             the
                                                                                                                             Put
                                                                                                                             Option
                                                                                                                             by
                                                                                                                             executing
                                                                                                                             and
                                                                                                                             delivering
                                                                                                                             ...”
                                                                                                                             and
                                                                                                                             following
                                                                                                                             through
                                                                                                                             the
                                                                                                                             end
                                                                                                                             of
                                                                                                                             Paragraph
                                                                                                                             6.7.By
                                                                                                                             striking
                                                                                                                             the
                                                                                                                             indicated
                                                                                                                             language,
                                                                                                                             the
                                                                                                                             parties
                                                                                                                             to
                                                                                                                             this
                                                                                                                             Agreement
                                                                                                                             intend
                                                                                                                             that
                                                                                                                             the
                                                                                                                             Administrative
                                                                                                                             Agent
                                                                                                                             shall
                                                                                                                             have
                                                                                                                             the
                                                                                                                             right
                                                                                                                             to
                                                                                                                             allocate
                                                                                                                             at
                                                                                                                             any
                                                                                                                             time
                                                                                                                             in
                                                                                                                             Administrative
                                                                                                                             Agent’s
                                                                                                                             sole
                                                                                                                             discretion
                                                                                                                             any
                                                                                                                             and
                                                                                                                             all
                                                                                                                             payments
                                                                                                                             received
                                                                                                                             from
                                                                                                                             or
                                                                                                                             on
                                                                                                                             account
                                                                                                                             of
                                                                                                                             Borrower
                                                                                                                             Parties’
                                                                                                                             obligations
                                                                                                                             hereunder,
                                                                                                                             to
                                                                                                                             any
                                                                                                                             then
                                                                                                                             outstanding
                                                                                                                             item
                                                                                                                             of
                                                                                                                             indebtedness
                                                                                                                             under
                                                                                                                             any
                                                                                                                             Loan
                                                                                                                             in
                                                                                                                             any
                                                                                                                             order,
                                                                                                                             including
                                                                                                                             Principal
                                                                                                                             Due,
                                                                                                                             (including,
                                                                                                                             as
                                                                                                                             provided
                                                                                                                             in
                                                                                                                             the
                                                                                                                             definition
                                                                                                                             of
                                                                                                                             Principal
                                                                                                                             Due
                                                                                                                             defined
                                                                                                                             hereinabove,
                                                                                                                             any
                                                                                                                             unpaid
                                                                                                                             portions
                                                                                                                             of
                                                                                                                             the
                                                                                                                             obligations
                                                                                                                             of
                                                                                                                             MFPI
                                                                                                                             under
                                                                                                                             the
                                                                                                                             Collar
                                                                                                                             Option)
                                                                                                                             interest,
                                                                                                                             costs,
                                                                                                                             fees
                                                                                                                             which
                                                                                                                             shall
                                                                                                                             be
                                                                                                                             or
                                                                                                                             have
                                                                                                                             become
                                                                                                                             due
                                                                                                                             and
                                                                                                                             payable
                                                                                                                             under
                                                                                                                             any
                                                                                                                             of
                                                                                                                             the
                                                                                                                             provisions
                                                                                                                             of
                                                                                                                             this
                                                                                                                             Agreement
                                                                                                                             or
                                                                                                                             any
                                                                                                                             of
                                                                                                                             the
                                                                                                                             Credit
                                                                                                                             Documents
                                                                                                                             or
                                                                                                                             any
                                                                                                                             Loan
                                                                                                                             Agreement.



  


		IV.	Event
                                                                                                                                 of
                                                                                                                                 Default
                                                                                                                                 -
                                                                                                                                 Determination
                                                                                                                                 by
                                                                                                                                 the
                                                                                                                                 Administrative
                                                                                                                                 Agent.



 


Notwithstanding
any provision of this Agreement to the contrary, the Administrative Agent may, in his sole discretion, or upon the direction of
the Holders shall, declare an Event of Default under any or all of the Loans if any of the following events shall have occurred:


 


		a.	Any
                                                                                                                             of
                                                                                                                             the
                                                                                                                             Borrower
                                                                                                                             Parties
                                                                                                                             shall
                                                                                                                             fail
                                                                                                                             to
                                                                                                                             comply
                                                                                                                             with
                                                                                                                             any
                                                                                                                             of
                                                                                                                             the
                                                                                                                             agreements,
                                                                                                                             covenants,
                                                                                                                             or
                                                                                                                             other
                                                                                                                             terms
                                                                                                                             set
                                                                                                                             forth
                                                                                                                             in
                                                                                                                             this
                                                                                                                             Agreement
                                                                                                                             or
                                                                                                                             in
                                                                                                                             any
                                                                                                                             of
                                                                                                                             the
                                                                                                                             Loan
                                                                                                                             Agreements,
                                                                                                                             the
                                                                                                                             Forbearance
                                                                                                                             Agreement
                                                                                                                             or
                                                                                                                             Credit
                                                                                                                             Documents,
                                                                                                                             subject
                                                                                                                             to
                                                                                                                             any
                                                                                                                             applicable
                                                                                                                             notice
                                                                                                                             and
                                                                                                                             cure
                                                                                                                             period
                                                                                                                             as
                                                                                                                             noted
                                                                                                                             therein.



 



    	 



    	 



    

 


		b.	Any
                                                                                                                             representation
                                                                                                                             or
                                                                                                                             warranty
                                                                                                                             of
                                                                                                                             the
                                                                                                                             Borrower
                                                                                                                             Parties
                                                                                                                             made
                                                                                                                             in
                                                                                                                             this
                                                                                                                             Agreement
                                                                                                                             or
                                                                                                                             in
                                                                                                                             any
                                                                                                                             Loan
                                                                                                                             Agreement,
                                                                                                                             the
                                                                                                                             Forbearance
                                                                                                                             Agreement
                                                                                                                             or
                                                                                                                             Credit
                                                                                                                             Document
                                                                                                                             shall
                                                                                                                             have
                                                                                                                             been
                                                                                                                             false
                                                                                                                             when
                                                                                                                             made.



 


		c.	Subject
                                                                                                                             to
                                                                                                                             applicable
                                                                                                                             law,
                                                                                                                             an
                                                                                                                             injunction,
                                                                                                                             temporary
                                                                                                                             restraining
                                                                                                                             order,
                                                                                                                             or
                                                                                                                             other
                                                                                                                             similar
                                                                                                                             legal
                                                                                                                             impediment
                                                                                                                             shall
                                                                                                                             be
                                                                                                                             in
                                                                                                                             effect
                                                                                                                             which
                                                                                                                             shall
                                                                                                                             prevent
                                                                                                                             or
                                                                                                                             interfere
                                                                                                                             with
                                                                                                                             the
                                                                                                                             implementation
                                                                                                                             of
                                                                                                                             any
                                                                                                                             of
                                                                                                                             the
                                                                                                                             provisions
                                                                                                                             of
                                                                                                                             this
                                                                                                                             Agreement
                                                                                                                             or
                                                                                                                             the
                                                                                                                             payment
                                                                                                                             to
                                                                                                                             the
                                                                                                                             Administrative
                                                                                                                             Agent
                                                                                                                             for
                                                                                                                             the
                                                                                                                             benefit
                                                                                                                             of
                                                                                                                             the
                                                                                                                             Holders
                                                                                                                             of
                                                                                                                             the
                                                                                                                             amounts
                                                                                                                             due
                                                                                                                             under
                                                                                                                             this
                                                                                                                             Agreement.



 


		d.	Any
                                                                                                                             Borrower
                                                                                                                             Party
                                                                                                                             shall
                                                                                                                             commence,
                                                                                                                             have
                                                                                                                             commenced
                                                                                                                             against
                                                                                                                             it,
                                                                                                                             or
                                                                                                                             acquiesce
                                                                                                                             in
                                                                                                                             the
                                                                                                                             commencement
                                                                                                                             of
                                                                                                                             any
                                                                                                                             proceeding
                                                                                                                             relating
                                                                                                                             to
                                                                                                                             its
                                                                                                                             bankruptcy,
                                                                                                                             insolvency,
                                                                                                                             liquidation,
                                                                                                                             or
                                                                                                                             reorganization,
                                                                                                                             or
                                                                                                                             for
                                                                                                                             the
                                                                                                                             adjustment
                                                                                                                             of
                                                                                                                             its
                                                                                                                             debts,
                                                                                                                             or
                                                                                                                             for
                                                                                                                             the
                                                                                                                             appointment
                                                                                                                             of
                                                                                                                             a
                                                                                                                             receiver,
                                                                                                                             trustee,
                                                                                                                             or
                                                                                                                             similar
                                                                                                                             custodian
                                                                                                                             for
                                                                                                                             it
                                                                                                                             or
                                                                                                                             for
                                                                                                                             any
                                                                                                                             substantial
                                                                                                                             portion
                                                                                                                             of
                                                                                                                             its
                                                                                                                             property,
                                                                                                                             or
                                                                                                                             it
                                                                                                                             shall
                                                                                                                             make
                                                                                                                             an
                                                                                                                             assignment
                                                                                                                             for
                                                                                                                             the
                                                                                                                             benefit
                                                                                                                             of
                                                                                                                             creditors
                                                                                                                             (“Liquidation
                                                                                                                             Action”)
                                                                                                                             if
                                                                                                                             such
                                                                                                                             liquidation
                                                                                                                             action
                                                                                                                             is
                                                                                                                             not
                                                                                                                             dismissed
                                                                                                                             or
                                                                                                                             reversed
                                                                                                                             within
                                                                                                                             sixty
                                                                                                                             days
                                                                                                                             of
                                                                                                                             commencement
                                                                                                                             .
                                                                                                                             Notwithstanding
                                                                                                                             the
                                                                                                                             foregoing,
                                                                                                                             the
                                                                                                                             existing
                                                                                                                             (i)
                                                                                                                             Confession
                                                                                                                             of
                                                                                                                             Judgment
                                                                                                                             set
                                                                                                                             forth
                                                                                                                             in
                                                                                                                             Section
                                                                                                                             X.a
                                                                                                                             and
                                                                                                                             (ii)
                                                                                                                             Confession
                                                                                                                             of
                                                                                                                             Judgment
                                                                                                                             made
                                                                                                                             by
                                                                                                                             Elkhorn
                                                                                                                             Goldfields,
                                                                                                                             LLC,
                                                                                                                             on
                                                                                                                             the
                                                                                                                             one
                                                                                                                             hand,
                                                                                                                             and
                                                                                                                             William
                                                                                                                             C.
                                                                                                                             Powers
                                                                                                                             and
                                                                                                                             Carolyn
                                                                                                                             C.
                                                                                                                             Powers,
                                                                                                                             Trustees
                                                                                                                             of
                                                                                                                             the
                                                                                                                             Powers
                                                                                                                             Trust
                                                                                                                             dated
                                                                                                                             December
                                                                                                                             18,
                                                                                                                             2009,
                                                                                                                             William
                                                                                                                             C.
                                                                                                                             Powers
                                                                                                                             and
                                                                                                                             Carolyn
                                                                                                                             C.
                                                                                                                             Powers,
                                                                                                                             on
                                                                                                                             the
                                                                                                                             other
                                                                                                                             hand,
                                                                                                                             dated
                                                                                                                             April
                                                                                                                             13,
                                                                                                                             2011
                                                                                                                             shall
                                                                                                                             not
                                                                                                                             be
                                                                                                                             deemed
                                                                                                                             to
                                                                                                                             be
                                                                                                                             a
                                                                                                                             proceeding
                                                                                                                             relating
                                                                                                                             to
                                                                                                                             the
                                                                                                                             adjustment
                                                                                                                             of
                                                                                                                             its
                                                                                                                             debts
                                                                                                                             nor
                                                                                                                             shall
                                                                                                                             either
                                                                                                                             Confession
                                                                                                                             of
                                                                                                                             Judgment
                                                                                                                             be
                                                                                                                             deemed
                                                                                                                             an
                                                                                                                             Event
                                                                                                                             of
                                                                                                                             Default
                                                                                                                             as
                                                                                                                             provided
                                                                                                                             for
                                                                                                                             in
                                                                                                                             this
                                                                                                                             Section.



 


		e.	EGI
                                                                                                                             and
                                                                                                                             MTMI
                                                                                                                             shall
                                                                                                                             fail
                                                                                                                             in
                                                                                                                             any
                                                                                                                             respect
                                                                                                                             to
                                                                                                                             abide
                                                                                                                             by
                                                                                                                             the
                                                                                                                             covenants
                                                                                                                             of
                                                                                                                             Mortgagor
                                                                                                                             in
                                                                                                                             the
                                                                                                                             Mortgages.



 


V.
Remedies of Administrative Agent upon an Event of Default.


 


		a.	Upon
                                                                                                                             the
                                                                                                                             occurrence
                                                                                                                             of
                                                                                                                             an
                                                                                                                             Event
                                                                                                                             of
                                                                                                                             Default,
                                                                                                                             the
                                                                                                                             Administrative
                                                                                                                             Agent
                                                                                                                             on
                                                                                                                             behalf
                                                                                                                             of
                                                                                                                             the
                                                                                                                             Holders
                                                                                                                             shall
                                                                                                                             be
                                                                                                                             entitled
                                                                                                                             at
                                                                                                                             any
                                                                                                                             time
                                                                                                                             and
                                                                                                                             from
                                                                                                                             time
                                                                                                                             to
                                                                                                                             time
                                                                                                                             to
                                                                                                                             enforce
                                                                                                                             all
                                                                                                                             of
                                                                                                                             their
                                                                                                                             rights
                                                                                                                             and
                                                                                                                             remedies
                                                                                                                             in
                                                                                                                             respect
                                                                                                                             of
                                                                                                                             any
                                                                                                                             default
                                                                                                                             under
                                                                                                                             any
                                                                                                                             Credit
                                                                                                                             Document
                                                                                                                             then
                                                                                                                             or
                                                                                                                             thereafter
                                                                                                                             in
                                                                                                                             existence,
                                                                                                                             including
                                                                                                                             without
                                                                                                                             limitation
                                                                                                                             the
                                                                                                                             right
                                                                                                                             to
                                                                                                                             foreclose
                                                                                                                             against
                                                                                                                             some,
                                                                                                                             any
                                                                                                                             or
                                                                                                                             all
                                                                                                                             of
                                                                                                                             the
                                                                                                                             Elkhorn
                                                                                                                             Mine,
                                                                                                                             the
                                                                                                                             Montana
                                                                                                                             Tunnels
                                                                                                                             Mine,
                                                                                                                             or
                                                                                                                             any
                                                                                                                             collateral
                                                                                                                             pledged
                                                                                                                             by
                                                                                                                             any
                                                                                                                             of
                                                                                                                             the
                                                                                                                             Borrower
                                                                                                                             Parties
                                                                                                                             or
                                                                                                                             in
                                                                                                                             which
                                                                                                                             the
                                                                                                                             Administrative
                                                                                                                             Agent
                                                                                                                             shall
                                                                                                                             have
                                                                                                                             a
                                                                                                                             security
                                                                                                                             interest
                                                                                                                             as
                                                                                                                             granted
                                                                                                                             by
                                                                                                                             any
                                                                                                                             Credit
                                                                                                                             Document.
                                                                                                                             The
                                                                                                                             fact
                                                                                                                             of
                                                                                                                             the
                                                                                                                             Administrative
                                                                                                                             Agent’s
                                                                                                                             or
                                                                                                                             the
                                                                                                                             Holders’
                                                                                                                             not
                                                                                                                             declaring
                                                                                                                             or
                                                                                                                             exercising
                                                                                                                             any
                                                                                                                             rights
                                                                                                                             upon
                                                                                                                             the
                                                                                                                             occurrence
                                                                                                                             of
                                                                                                                             an
                                                                                                                             Event
                                                                                                                             of
                                                                                                                             Default
                                                                                                                             shall
                                                                                                                             not
                                                                                                                             be
                                                                                                                             construed
                                                                                                                             as
                                                                                                                             a
                                                                                                                             waiver
                                                                                                                             of
                                                                                                                             any
                                                                                                                             of
                                                                                                                             the
                                                                                                                             Administrative
                                                                                                                             Agent’s
                                                                                                                             or
                                                                                                                             the
                                                                                                                             Holders’
                                                                                                                             rights
                                                                                                                             or
                                                                                                                             remedies,
                                                                                                                             nor
                                                                                                                             shall
                                                                                                                             it
                                                                                                                             be
                                                                                                                             the
                                                                                                                             basis
                                                                                                                             to
                                                                                                                             deem
                                                                                                                             the
                                                                                                                             Administrative
                                                                                                                             Agent
                                                                                                                             or
                                                                                                                             any
                                                                                                                             Holder
                                                                                                                             estopped
                                                                                                                             from
                                                                                                                             taking
                                                                                                                             any
                                                                                                                             action
                                                                                                                             after
                                                                                                                             the
                                                                                                                             occurrence
                                                                                                                             of
                                                                                                                             any
                                                                                                                             Event
                                                                                                                             of
                                                                                                                             Default;
                                                                                                                             nevertheless,
                                                                                                                             and
                                                                                                                             notwithstanding
                                                                                                                             anything
                                                                                                                             to
                                                                                                                             the
                                                                                                                             contrary,
                                                                                                                             Administrative
                                                                                                                             Agent
                                                                                                                             and
                                                                                                                             Holders
                                                                                                                             agree
                                                                                                                             that
                                                                                                                             upon
                                                                                                                             the
                                                                                                                             effective
                                                                                                                             date
                                                                                                                             of
                                                                                                                             this
                                                                                                                             Agreement,
                                                                                                                             Borrowing
                                                                                                                             Parties
                                                                                                                             are
                                                                                                                             not
                                                                                                                             in
                                                                                                                             default
                                                                                                                             under
                                                                                                                             any
                                                                                                                             Credit
                                                                                                                             Document
                                                                                                                             and
                                                                                                                             expressly
                                                                                                                             waive
                                                                                                                             any
                                                                                                                             right
                                                                                                                             they
                                                                                                                             may
                                                                                                                             have
                                                                                                                             to
                                                                                                                             enforce
                                                                                                                             any
                                                                                                                             uncured
                                                                                                                             default
                                                                                                                             under
                                                                                                                             any
                                                                                                                             Credit
                                                                                                                             Document
                                                                                                                             existing
                                                                                                                             at
                                                                                                                             the
                                                                                                                             time
                                                                                                                             of
                                                                                                                             this
                                                                                                                             Agreement.
                                                                                                                             Without
                                                                                                                             limiting
                                                                                                                             the
                                                                                                                             generality
                                                                                                                             of
                                                                                                                             the
                                                                                                                             foregoing,
                                                                                                                             the
                                                                                                                             Administrative
                                                                                                                             Agent’s
                                                                                                                             or
                                                                                                                             the
                                                                                                                             Holders’
                                                                                                                             agreement
                                                                                                                             to
                                                                                                                             accept
                                                                                                                             any
                                                                                                                             payments
                                                                                                                             from
                                                                                                                             the
                                                                                                                             from
                                                                                                                             any
                                                                                                                             other
                                                                                                                             person,
                                                                                                                             or
                                                                                                                             after
                                                                                                                             the
                                                                                                                             occurrence
                                                                                                                             of
                                                                                                                             an
                                                                                                                             Event
                                                                                                                             of
                                                                                                                             Default
                                                                                                                             shall
                                                                                                                             not
                                                                                                                             be
                                                                                                                             construed
                                                                                                                             to
                                                                                                                             waive
                                                                                                                             or
                                                                                                                             in
                                                                                                                             any
                                                                                                                             way
                                                                                                                             diminish
                                                                                                                             any
                                                                                                                             right
                                                                                                                             or
                                                                                                                             claim
                                                                                                                             of
                                                                                                                             the
                                                                                                                             Administrative
                                                                                                                             Agent
                                                                                                                             or
                                                                                                                             any
                                                                                                                             of
                                                                                                                             the
                                                                                                                             Holders
                                                                                                                             for
                                                                                                                             payment
                                                                                                                             in
                                                                                                                             full
                                                                                                                             of
                                                                                                                             all
                                                                                                                             amounts
                                                                                                                             due
                                                                                                                             or
                                                                                                                             to
                                                                                                                             become
                                                                                                                             due
                                                                                                                             under
                                                                                                                             the
                                                                                                                             Credit
                                                                                                                             Documents.




    	 



    	 



    

 


		b.	Administrative
                                                                                                                             Agent
                                                                                                                             or
                                                                                                                             the
                                                                                                                             Holders
                                                                                                                             may
                                                                                                                             take
                                                                                                                             any
                                                                                                                             action
                                                                                                                             provided
                                                                                                                             in
                                                                                                                             this
                                                                                                                             Agreement
                                                                                                                             or
                                                                                                                             any
                                                                                                                             Credit
                                                                                                                             Document
                                                                                                                             upon
                                                                                                                             the
                                                                                                                             occurrence
                                                                                                                             of
                                                                                                                             an
                                                                                                                             Event
                                                                                                                             of
                                                                                                                             Default;
                                                                                                                             provided,
                                                                                                                             however
                                                                                                                             Administrative
                                                                                                                             Agent
                                                                                                                             and
                                                                                                                             the
                                                                                                                             Holders
                                                                                                                             agree
                                                                                                                             that,
                                                                                                                             notwithstanding
                                                                                                                             any
                                                                                                                             occurrence
                                                                                                                             of
                                                                                                                             an
                                                                                                                             Event
                                                                                                                             of
                                                                                                                             Default
                                                                                                                             as
                                                                                                                             defined
                                                                                                                             in
                                                                                                                             this
                                                                                                                             Agreement
                                                                                                                             or
                                                                                                                             any
                                                                                                                             Credit
                                                                                                                             Document,
                                                                                                                             no
                                                                                                                             remedy
                                                                                                                             set
                                                                                                                             forth
                                                                                                                             in
                                                                                                                             this
                                                                                                                             Section
                                                                                                                             III,
                                                                                                                             including,
                                                                                                                             but
                                                                                                                             not
                                                                                                                             limited
                                                                                                                             to
                                                                                                                             foreclosure
                                                                                                                             of
                                                                                                                             the
                                                                                                                             Mortgages
                                                                                                                             or
                                                                                                                             either
                                                                                                                             of
                                                                                                                             them,
                                                                                                                             shall
                                                                                                                             be
                                                                                                                             exercised
                                                                                                                             until
                                                                                                                             Administrative
                                                                                                                             Agent
                                                                                                                             shall
                                                                                                                             have
                                                                                                                             completed
                                                                                                                             the
                                                                                                                             following
                                                                                                                             actions
                                                                                                                             after
                                                                                                                             the
                                                                                                                             occurrence
                                                                                                                             of
                                                                                                                             an
                                                                                                                             Event
                                                                                                                             of
                                                                                                                             Default:



 


		i.	Administrative
                                                                                                                                                  Agent
                                                                                                                                                  shall
                                                                                                                                                  notify
                                                                                                                                                  Eastern
                                                                                                                                                  Resources,
                                                                                                                                                  Inc.
                                                                                                                                                  as
                                                                                                                                                  attorney-in-fact
                                                                                                                                                  of
                                                                                                                                                  EGL
                                                                                                                                                  that
                                                                                                                                                  EGL
                                                                                                                                                  is
                                                                                                                                                  exercising
                                                                                                                                                  the
                                                                                                                                                  put
                                                                                                                                                  rights
                                                                                                                                                  of
                                                                                                                                                  EGL
                                                                                                                                                  as
                                                                                                                                                  set
                                                                                                                                                  forth
                                                                                                                                                  in
                                                                                                                                                  the
                                                                                                                                                  Certificate
                                                                                                                                                  and
                                                                                                                                                  shall
                                                                                                                                                  direct
                                                                                                                                                  payment
                                                                                                                                                  of
                                                                                                                                                  the
                                                                                                                                                  proceeds
                                                                                                                                                  for
                                                                                                                                                  the
                                                                                                                                                  benefit
                                                                                                                                                  of
                                                                                                                                                  the
                                                                                                                                                  Holders
                                                                                                                                                  in
                                                                                                                                                  the
                                                                                                                                                  total
                                                                                                                                                  aggregate
                                                                                                                                                  amount
                                                                                                                                                  of
                                                                                                                                                  $60
                                                                                                                                                  million
                                                                                                                                                  of
                                                                                                                                                  the
                                                                                                                                                  exercise
                                                                                                                                                  of
                                                                                                                                                  the
                                                                                                                                                  put
                                                                                                                                                  rights
                                                                                                                                                  as
                                                                                                                                                  provided
                                                                                                                                                  for
                                                                                                                                                  in
                                                                                                                                                  the
                                                                                                                                                  Certificate
                                                                                                                                                  into
                                                                                                                                                  a
                                                                                                                                                  control
                                                                                                                                                  account
                                                                                                                                                  (the
                                                                                                                                                  “Control
                                                                                                                                                  Account”)
                                                                                                                                                  to
                                                                                                                                                  be
                                                                                                                                                  held
                                                                                                                                                  for
                                                                                                                                                  the
                                                                                                                                                  benefit
                                                                                                                                                  of
                                                                                                                                                  Borrower
                                                                                                                                                  Parties
                                                                                                                                                  and
                                                                                                                                                  Administrative
                                                                                                                                                  Agent
                                                                                                                                                  in
                                                                                                                                                  accordance
                                                                                                                                                  with
                                                                                                                                                  the
                                                                                                                                                  terms
                                                                                                                                                  of
                                                                                                                                                  a
                                                                                                                                                  customary
                                                                                                                                                  control
                                                                                                                                                  account
                                                                                                                                                  agreement
                                                                                                                                                  by
                                                                                                                                                  and
                                                                                                                                                  among
                                                                                                                                                  Borrowing
                                                                                                                                                  Parties,
                                                                                                                                                  Administrative
                                                                                                                                                  Agent
                                                                                                                                                  and
                                                                                                                                                  a
                                                                                                                                                  nationally
                                                                                                                                                  recognized
                                                                                                                                                  bank
                                                                                                                                                  or
                                                                                                                                                  securities
                                                                                                                                                  intermediary
                                                                                                                                                  firm.
                                                                                                                                                  Upon
                                                                                                                                                  disbursement
                                                                                                                                                  by
                                                                                                                                                  Eastern
                                                                                                                                                  Resources,
                                                                                                                                                  Inc.
                                                                                                                                                  of
                                                                                                                                                  the
                                                                                                                                                  put
                                                                                                                                                  proceeds
                                                                                                                                                  into
                                                                                                                                                  the
                                                                                                                                                  Control
                                                                                                                                                  Account,
                                                                                                                                                  Administrative
                                                                                                                                                  Agent
                                                                                                                                                  shall
                                                                                                                                                  promptly
                                                                                                                                                  tender
                                                                                                                                                  the
                                                                                                                                                  Preferred
                                                                                                                                                  Shares
                                                                                                                                                  and,
                                                                                                                                                  provided
                                                                                                                                                  that
                                                                                                                                                  all
                                                                                                                                                  sums
                                                                                                                                                  due,
                                                                                                                                                  including
                                                                                                                                                  without
                                                                                                                                                  limitation
                                                                                                                                                  all
                                                                                                                                                  sums
                                                                                                                                                  prospectively
                                                                                                                                                  due
                                                                                                                                                  under
                                                                                                                                                  the
                                                                                                                                                  Collar
                                                                                                                                                  Option,
                                                                                                                                                  together
                                                                                                                                                  with
                                                                                                                                                  accrued
                                                                                                                                                  interest,
                                                                                                                                                  Administrative
                                                                                                                                                  Agent’s
                                                                                                                                                  Fee,
                                                                                                                                                  reasonable
                                                                                                                                                  costs
                                                                                                                                                  and
                                                                                                                                                  fees
                                                                                                                                                  of
                                                                                                                                                  the
                                                                                                                                                  control
                                                                                                                                                  account
                                                                                                                                                  holder
                                                                                                                                                  in
                                                                                                                                                  connection
                                                                                                                                                  with
                                                                                                                                                  the
                                                                                                                                                  Control
                                                                                                                                                  Account
                                                                                                                                                  and
                                                                                                                                                  the
                                                                                                                                                  reasonable
                                                                                                                                                  attorney’s
                                                                                                                                                  fees
                                                                                                                                                  of
                                                                                                                                                  Administrative
                                                                                                                                                  Agent
                                                                                                                                                  are
                                                                                                                                                  paid
                                                                                                                                                  to
                                                                                                                                                  Administrative
                                                                                                                                                  Agent
                                                                                                                                                  in
                                                                                                                                                  full,
                                                                                                                                                  shall
                                                                                                                                                  deliver
                                                                                                                                                  to
                                                                                                                                                  or
                                                                                                                                                  at
                                                                                                                                                  the
                                                                                                                                                  direction
                                                                                                                                                  of
                                                                                                                                                  Eastern
                                                                                                                                                  Resources,
                                                                                                                                                  Inc.
                                                                                                                                                  fully
                                                                                                                                                  executed
                                                                                                                                                  releases
                                                                                                                                                  of
                                                                                                                                                  the
                                                                                                                                                  Mortgages
                                                                                                                                                  in
                                                                                                                                                  recordable
                                                                                                                                                  form.
                                                                                                                                                  Upon
                                                                                                                                                  completion
                                                                                                                                                  of
                                                                                                                                                  Administrative
                                                                                                                                                  Agent’s
                                                                                                                                                  foreclosure
                                                                                                                                                  of
                                                                                                                                                  the
                                                                                                                                                  security
                                                                                                                                                  interest
                                                                                                                                                  of
                                                                                                                                                  Administrative
                                                                                                                                                  Agent
                                                                                                                                                  in
                                                                                                                                                  the
                                                                                                                                                  Preferred
                                                                                                                                                  Shares,
                                                                                                                                                  the
                                                                                                                                                  proceeds
                                                                                                                                                  of
                                                                                                                                                  the
                                                                                                                                                  Control
                                                                                                                                                  Account
                                                                                                                                                  shall
                                                                                                                                                  be
                                                                                                                                                  distributed
                                                                                                                                                  to
                                                                                                                                                  Administrative
                                                                                                                                                  Agent
                                                                                                                                                  in
                                                                                                                                                  the
                                                                                                                                                  amount
                                                                                                                                                  of
                                                                                                                                                  all
                                                                                                                                                  indebtedness
                                                                                                                                                  of
                                                                                                                                                  Borrower
                                                                                                                                                  Parties
                                                                                                                                                  to
                                                                                                                                                  Noteholders
                                                                                                                                                  plus
                                                                                                                                                  interest,
                                                                                                                                                  costs,
                                                                                                                                                  Administrative
                                                                                                                                                  Agent’s
                                                                                                                                                  Fee
                                                                                                                                                  and
                                                                                                                                                  reasonable
                                                                                                                                                  attorney’s
                                                                                                                                                  fees
                                                                                                                                                  of
                                                                                                                                                  Administrative
                                                                                                                                                  Agent,
                                                                                                                                                  including
                                                                                                                                                  without
                                                                                                                                                  limitation
                                                                                                                                                  all
                                                                                                                                                  sums
                                                                                                                                                  prospectively
                                                                                                                                                  due
                                                                                                                                                  under
                                                                                                                                                  the
                                                                                                                                                  Collar
                                                                                                                                                  Option.
                                                                                                                                                  Following
                                                                                                                                                  any
                                                                                                                                                  distribution
                                                                                                                                                  whatsoever
                                                                                                                                                  to
                                                                                                                                                  Administrative
                                                                                                                                                  Agent
                                                                                                                                                  of
                                                                                                                                                  the
                                                                                                                                                  proceeds
                                                                                                                                                  in
                                                                                                                                                  the
                                                                                                                                                  Control
                                                                                                                                                  Account
                                                                                                                                                  (either
                                                                                                                                                  in
                                                                                                                                                  part
                                                                                                                                                  or
                                                                                                                                                  in
                                                                                                                                                  full),
                                                                                                                                                  Administrative
                                                                                                                                                  Agent
                                                                                                                                                  shall
                                                                                                                                                  with
                                                                                                                                                  reasonable
                                                                                                                                                  promptness
                                                                                                                                                  provide
                                                                                                                                                  to
                                                                                                                                                  EGL
                                                                                                                                                  and
                                                                                                                                                  MFPI
                                                                                                                                                  a
                                                                                                                                                  statement
                                                                                                                                                  showing
                                                                                                                                                  the
                                                                                                                                                  following:
                                                                                                                                                  (a)
                                                                                                                                                  the
                                                                                                                                                  disbursement
                                                                                                                                                  requested
                                                                                                                                                  from
                                                                                                                                                  the
                                                                                                                                                  Control
                                                                                                                                                  Account;
                                                                                                                                                  (b)
                                                                                                                                                  a
                                                                                                                                                  breakdown
                                                                                                                                                  of
                                                                                                                                                  the
                                                                                                                                                  anticipated
                                                                                                                                                  application
                                                                                                                                                  of
                                                                                                                                                  the
                                                                                                                                                  disbursement
                                                                                                                                                  to
                                                                                                                                                  debt,
                                                                                                                                                  interest,
                                                                                                                                                  costs,
                                                                                                                                                  fees,
                                                                                                                                                  and
                                                                                                                                                  the
                                                                                                                                                  sums
                                                                                                                                                  prospectively
                                                                                                                                                  due
                                                                                                                                                  under
                                                                                                                                                  the
                                                                                                                                                  Collar
                                                                                                                                                  Option,;
                                                                                                                                                  and
                                                                                                                                                  (c)
                                                                                                                                                  the
                                                                                                                                                  balance
                                                                                                                                                  owed
                                                                                                                                                  to
                                                                                                                                                  Administrative
                                                                                                                                                  Agent/Holder
                                                                                                                                                  after
                                                                                                                                                  the
                                                                                                                                                  anticipated
                                                                                                                                                  application
                                                                                                                                                  of
                                                                                                                                                  the
                                                                                                                                                  disbursement.
                                                                                                                                                  In
                                                                                                                                                  the
                                                                                                                                                  event
                                                                                                                                                  that
                                                                                                                                                  such
                                                                                                                                                  statement
                                                                                                                                                  shall
                                                                                                                                                  indicate
                                                                                                                                                  that
                                                                                                                                                  no
                                                                                                                                                  balance
                                                                                                                                                  due
                                                                                                                                                  to
                                                                                                                                                  Administrative
                                                                                                                                                  Agent/Holder
                                                                                                                                                  would
                                                                                                                                                  remain
                                                                                                                                                  in
                                                                                                                                                  the
                                                                                                                                                  Control
                                                                                                                                                  Account
                                                                                                                                                  after
                                                                                                                                                  the
                                                                                                                                                  disbursement,
                                                                                                                                                  the
                                                                                                                                                  remaining
                                                                                                                                                  balance
                                                                                                                                                  of
                                                                                                                                                  the
                                                                                                                                                  Control
                                                                                                                                                  Account
                                                                                                                                                  shall
                                                                                                                                                  be
                                                                                                                                                  paid
                                                                                                                                                  to
                                                                                                                                                  EGL
                                                                                                                                                  and
                                                                                                                                                  MFPI,
                                                                                                                                                  less
                                                                                                                                                  the
                                                                                                                                                  fees
                                                                                                                                                  of
                                                                                                                                                  the
                                                                                                                                                  institutional
                                                                                                                                                  holder
                                                                                                                                                  of
                                                                                                                                                  the
                                                                                                                                                  Control
                                                                                                                                                  Account
                                                                                                                                                  and
                                                                                                                                                  its
                                                                                                                                                  reasonable
                                                                                                                                                  attorney’s
                                                                                                                                                  fees,
                                                                                                                                                  and
                                                                                                                                                  the
                                                                                                                                                  Control
                                                                                                                                                  Account
                                                                                                                                                  shall
                                                                                                                                                  be
                                                                                                                                                  closed.
                                                                                                                                                  If
                                                                                                                                                  there
                                                                                                                                                  is
                                                                                                                                                  a
                                                                                                                                                  balance
                                                                                                                                                  remaining
                                                                                                                                                  due
                                                                                                                                                  to
                                                                                                                                                  Administrative
                                                                                                                                                  Agent/Holder
                                                                                                                                                  after
                                                                                                                                                  the
                                                                                                                                                  anticipated
                                                                                                                                                  application
                                                                                                                                                  of
                                                                                                                                                  the
                                                                                                                                                  disbursement
                                                                                                                                                  from
                                                                                                                                                  the
                                                                                                                                                  Control
                                                                                                                                                  Account,
                                                                                                                                                  EGL
                                                                                                                                                  and
                                                                                                                                                  MFPI
                                                                                                                                                  shall
                                                                                                                                                  be
                                                                                                                                                  entitled
                                                                                                                                                  to
                                                                                                                                                  request
                                                                                                                                                  a
                                                                                                                                                  disbursement
                                                                                                                                                  of
                                                                                                                                                  proceeds
                                                                                                                                                  from
                                                                                                                                                  the
                                                                                                                                                  Control
                                                                                                                                                  Account
                                                                                                                                                  so
                                                                                                                                                  long
                                                                                                                                                  as
                                                                                                                                                  the
                                                                                                                                                  funds
                                                                                                                                                  remaining
                                                                                                                                                  in
                                                                                                                                                  the
                                                                                                                                                  Control
                                                                                                                                                  Account
                                                                                                                                                  after
                                                                                                                                                  such
                                                                                                                                                  disbursement
                                                                                                                                                  to
                                                                                                                                                  EGL
                                                                                                                                                  and
                                                                                                                                                  MFPI
                                                                                                                                                  equal
                                                                                                                                                  the
                                                                                                                                                  balance
                                                                                                                                                  owed
                                                                                                                                                  to
                                                                                                                                                  Administrative
                                                                                                                                                  Agent/Holder
                                                                                                                                                  plus
                                                                                                                                                  $100,000.00.




    	 



    	 



    

  


In
the event that: (i) Eastern Resources, Inc. shall fail within thirty (30) business days following receipt of Administrative Agent’s
notice of exercise of the put rights of EGL to pay the proceeds of the put rights into the Control Account as provided in this
paragraph and in the Certificate; or (ii) the amount of the proceeds of the put rights is insufficient to pay the remaining sums
then due under this Agreement, including all accrued interest, reasonable costs and fees and Administrative Agency Fee, including
without limitation all sums prospectively due or estimated by Administrative Agent in good faith to become due under the Collar
Option, then Administrative Agent shall be free to pursue its foreclosure remedies under the Mortgages; provided, however, that
Administrative Agent’s pursuit of foreclosure of the Mortgages after the failure of Eastern Resources, Inc. to pay the put
proceeds into the Control Account within the time provided shall not constitute an election by Administrative Agent to withdraw
the put notice and Administrative and Administrative Agent shall have the right to pursue all remedies it may have under the Credit
Documents, the Loan Agreement, the Prior Loan Agreements and the Forbearance Agreement singly in sequence or together, simultaneously
or successively, and cumulatively.


 


		c.	intentionally
                                                                                                                               omitted.



 


		d.	Whether
                                                                                                                               or
                                                                                                                               not
                                                                                                                               there
                                                                                                                               shall
                                                                                                                               have
                                                                                                                               occurred
                                                                                                                               an
                                                                                                                               Event
                                                                                                                               of
                                                                                                                               Default,
                                                                                                                               and
                                                                                                                               in
                                                                                                                               either
                                                                                                                               case,
                                                                                                                               Administrative
                                                                                                                               Agent
                                                                                                                               and
                                                                                                                               Holders
                                                                                                                               shall
                                                                                                                               have
                                                                                                                               the
                                                                                                                               right
                                                                                                                               to
                                                                                                                               exercise
                                                                                                                               the
                                                                                                                               Collar
                                                                                                                               Option
                                                                                                                               at
                                                                                                                               any
                                                                                                                               time
                                                                                                                               prior
                                                                                                                               to
                                                                                                                               the
                                                                                                                               date
                                                                                                                               and
                                                                                                                               until
                                                                                                                               60
                                                                                                                               days
                                                                                                                               after
                                                                                                                               all
                                                                                                                               loan
                                                                                                                               amounts
                                                                                                                               due
                                                                                                                               under
                                                                                                                               any
                                                                                                                               of
                                                                                                                               this
                                                                                                                               Agreement,
                                                                                                                               the
                                                                                                                               Loan
                                                                                                                               Agreements,
                                                                                                                               and
                                                                                                                               the
                                                                                                                               Credit
                                                                                                                               Documents
                                                                                                                               (other
                                                                                                                               than
                                                                                                                               amounts
                                                                                                                               due
                                                                                                                               pursuant
                                                                                                                               to
                                                                                                                               the
                                                                                                                               Collar
                                                                                                                               Option)
                                                                                                                               shall
                                                                                                                               have
                                                                                                                               been
                                                                                                                               repaid
                                                                                                                               in
                                                                                                                               full,
                                                                                                                               including
                                                                                                                               all
                                                                                                                               administrative
                                                                                                                               and
                                                                                                                               closing
                                                                                                                               costs.
                                                                                                                               All
                                                                                                                               of
                                                                                                                               the
                                                                                                                               pledged
                                                                                                                               collateral,
                                                                                                                               mortgages,
                                                                                                                               and
                                                                                                                               guarantees
                                                                                                                               under
                                                                                                                               this
                                                                                                                               Agreement,
                                                                                                                               the
                                                                                                                               Loan
                                                                                                                               Agreements,
                                                                                                                               and
                                                                                                                               any
                                                                                                                               of
                                                                                                                               the
                                                                                                                               Credit
                                                                                                                               Documents
                                                                                                                               remain
                                                                                                                               in
                                                                                                                               effect
                                                                                                                               until
                                                                                                                               all
                                                                                                                               amounts
                                                                                                                               due
                                                                                                                               under
                                                                                                                               the
                                                                                                                               Collar
                                                                                                                               Option
                                                                                                                               are
                                                                                                                               paid,
                                                                                                                               and
                                                                                                                               the
                                                                                                                               Administrative
                                                                                                                               Agent
                                                                                                                               releases
                                                                                                                               them.
                                                                                                                               Amounts
                                                                                                                               paid
                                                                                                                               by
                                                                                                                               Borrower
                                                                                                                               pursuant
                                                                                                                               to
                                                                                                                               this
                                                                                                                               Agreement
                                                                                                                               may,
                                                                                                                               at
                                                                                                                               Administrative
                                                                                                                               Agent’s
                                                                                                                               discretion,
                                                                                                                               be
                                                                                                                               placed
                                                                                                                               into
                                                                                                                               an
                                                                                                                               escrow
                                                                                                                               fund
                                                                                                                               for
                                                                                                                               purposes
                                                                                                                               of
                                                                                                                               determining
                                                                                                                               the
                                                                                                                               amounts
                                                                                                                               of
                                                                                                                               any
                                                                                                                               remaining
                                                                                                                               such
                                                                                                                               Collar
                                                                                                                               Option
                                                                                                                               payments
                                                                                                                               due
                                                                                                                               Administrative
                                                                                                                               Agent.




    	 



    	 



    

 


VI.
Covenants of Borrower Parties.


 


Borrower
Parties jointly and severally covenant and agree with Administrative Agent and Lenders:


 


		a.	Resume
                                                                                                                               payment
                                                                                                                               schedule.
                                                                                                                               Upon
                                                                                                                               execution
                                                                                                                               and
                                                                                                                               delivery
                                                                                                                               of
                                                                                                                               this
                                                                                                                               Agreement,
                                                                                                                               Borrower
                                                                                                                               Parties
                                                                                                                               shall
                                                                                                                               resume
                                                                                                                               payments
                                                                                                                               of
                                                                                                                               all
                                                                                                                               loan
                                                                                                                               amounts
                                                                                                                               past
                                                                                                                               due
                                                                                                                               so
                                                                                                                               as
                                                                                                                               to
                                                                                                                               bring
                                                                                                                               the
                                                                                                                               loans
                                                                                                                               current,
                                                                                                                               with
                                                                                                                               all
                                                                                                                               accrued
                                                                                                                               interest,
                                                                                                                               penalties,
                                                                                                                               costs
                                                                                                                               and
                                                                                                                               fees
                                                                                                                               as
                                                                                                                               set
                                                                                                                               forth
                                                                                                                               on
                                                                                                                               the
                                                                                                                               attached
                                                                                                                               Schedule
                                                                                                                               C
                                                                                                                               by
                                                                                                                               the
                                                                                                                               maturity
                                                                                                                               date
                                                                                                                               of
                                                                                                                               April
                                                                                                                               5,
                                                                                                                               2015.
                                                                                                                               Borrower
                                                                                                                               shall
                                                                                                                               provide
                                                                                                                               Administrative
                                                                                                                               Agent
                                                                                                                               with
                                                                                                                               a
                                                                                                                               schedule
                                                                                                                               of
                                                                                                                               payments
                                                                                                                               to
                                                                                                                               be
                                                                                                                               made,
                                                                                                                               completion
                                                                                                                               of
                                                                                                                               which
                                                                                                                               would
                                                                                                                               pay
                                                                                                                               all
                                                                                                                               amounts
                                                                                                                               due
                                                                                                                               by
                                                                                                                               April 5,

                                                                                                                               2015.



 


		b.	Administrative
                                                                                                                               Agency
                                                                                                                               Fee.
                                                                                                                               Borrower
                                                                                                                               Parties
                                                                                                                               acknowledge,
                                                                                                                               in
                                                                                                                               consideration
                                                                                                                               of
                                                                                                                               the
                                                                                                                               granting
                                                                                                                               of
                                                                                                                               the
                                                                                                                               concessions
                                                                                                                               to
                                                                                                                               Borrower
                                                                                                                               Parties
                                                                                                                               represented
                                                                                                                               by
                                                                                                                               this
                                                                                                                               Agreement,
                                                                                                                               that
                                                                                                                               the
                                                                                                                               5%
                                                                                                                               Administrative
                                                                                                                               Agency
                                                                                                                               Fees
                                                                                                                               secured
                                                                                                                               by
                                                                                                                               this
                                                                                                                               Agreement
                                                                                                                               and
                                                                                                                               all
                                                                                                                               other
                                                                                                                               Credit
                                                                                                                               Documents,
                                                                                                                               shall
                                                                                                                               be
                                                                                                                               due
                                                                                                                               Administrative
                                                                                                                               Agent
                                                                                                                               upon
                                                                                                                               payment
                                                                                                                               in
                                                                                                                               full
                                                                                                                               of
                                                                                                                               all
                                                                                                                               sums
                                                                                                                               due
                                                                                                                               on
                                                                                                                               each
                                                                                                                               of
                                                                                                                               the
                                                                                                                               Loans
                                                                                                                               as
                                                                                                                               modified
                                                                                                                               by
                                                                                                                               this
                                                                                                                               Agreement,
                                                                                                                               and
                                                                                                                               shall
                                                                                                                               be
                                                                                                                               calculated
                                                                                                                               upon
                                                                                                                               the
                                                                                                                               basis
                                                                                                                               of
                                                                                                                               the
                                                                                                                               Principal
                                                                                                                               Due,
                                                                                                                               as
                                                                                                                               defined
                                                                                                                               herein,
                                                                                                                               including
                                                                                                                               all
                                                                                                                               amounts
                                                                                                                               due
                                                                                                                               or
                                                                                                                               to
                                                                                                                               become
                                                                                                                               due
                                                                                                                               as
                                                                                                                               a
                                                                                                                               convertible
                                                                                                                               debt
                                                                                                                               Secured
                                                                                                                               Obligation
                                                                                                                               under
                                                                                                                               the
                                                                                                                               Collar
                                                                                                                               Option.



 


		c.	Taxes.
                                                                                                                               Except
                                                                                                                               for
                                                                                                                               the
                                                                                                                               current
                                                                                                                               outstanding
                                                                                                                               tax
                                                                                                                               due
                                                                                                                               as
                                                                                                                               of
                                                                                                                               the
                                                                                                                               date
                                                                                                                               of
                                                                                                                               this
                                                                                                                               Agreement
                                                                                                                               by
                                                                                                                               MTMI
                                                                                                                               to
                                                                                                                               Jefferson
                                                                                                                               County,
                                                                                                                               Montana
                                                                                                                               for
                                                                                                                               gross
                                                                                                                               proceeds
                                                                                                                               and
                                                                                                                               property,
                                                                                                                               the
                                                                                                                               Borrower
                                                                                                                               Parties
                                                                                                                               shall
                                                                                                                               pay
                                                                                                                               or
                                                                                                                               cause
                                                                                                                               to
                                                                                                                               be
                                                                                                                               paid
                                                                                                                               in
                                                                                                                               full
                                                                                                                               when
                                                                                                                               due,
                                                                                                                               and
                                                                                                                               in
                                                                                                                               any
                                                                                                                               event
                                                                                                                               before
                                                                                                                               they
                                                                                                                               become
                                                                                                                               past
                                                                                                                               due,
                                                                                                                               all
                                                                                                                               taxes
                                                                                                                               due
                                                                                                                               and
                                                                                                                               owing
                                                                                                                               with
                                                                                                                               respect
                                                                                                                               to
                                                                                                                               the
                                                                                                                               Property
                                                                                                                               as
                                                                                                                               of
                                                                                                                               the
                                                                                                                               date
                                                                                                                               of
                                                                                                                               this
                                                                                                                               Agreement.
                                                                                                                               This
                                                                                                                               obligation
                                                                                                                               under
                                                                                                                               this
                                                                                                                               clause
                                                                                                                               shall
                                                                                                                               survive
                                                                                                                               the
                                                                                                                               occurrence
                                                                                                                               of
                                                                                                                               an
                                                                                                                               Event
                                                                                                                               of
                                                                                                                               Default
                                                                                                                               and
                                                                                                                               exercise
                                                                                                                               of
                                                                                                                               remedies
                                                                                                                               by
                                                                                                                               Administrative
                                                                                                                               Agent
                                                                                                                               or
                                                                                                                               any
                                                                                                                               Holders
                                                                                                                               in
                                                                                                                               accordance
                                                                                                                               with
                                                                                                                               the
                                                                                                                               terms
                                                                                                                               of
                                                                                                                               this
                                                                                                                               Agreement.



 


		d.	Payment
                                                                                                                               of
                                                                                                                               Costs
                                                                                                                               and
                                                                                                                               Fees.
                                                                                                                               The
                                                                                                                               Borrower
                                                                                                                               Parties
                                                                                                                               acknowledge
                                                                                                                               that
                                                                                                                               they
                                                                                                                               have
                                                                                                                               heretofore
                                                                                                                               authorized
                                                                                                                               the
                                                                                                                               payment
                                                                                                                               from
                                                                                                                               the
                                                                                                                               MFPI
                                                                                                                               Pledged
                                                                                                                               Account
                                                                                                                               hereinafter
                                                                                                                               defined
                                                                                                                               to
                                                                                                                               or
                                                                                                                               at
                                                                                                                               the
                                                                                                                               direction
                                                                                                                               of
                                                                                                                               the
                                                                                                                               Administrative
                                                                                                                               Agent
                                                                                                                               promptly
                                                                                                                               upon
                                                                                                                               presentation
                                                                                                                               of
                                                                                                                               invoices
                                                                                                                               to
                                                                                                                               Administrative
                                                                                                                               Agent
                                                                                                                               of
                                                                                                                               all
                                                                                                                               of
                                                                                                                               the
                                                                                                                               Administrative
                                                                                                                               Agent’s
                                                                                                                               reasonable
                                                                                                                               out-of-
                                                                                                                               pocket
                                                                                                                               costs
                                                                                                                               and
                                                                                                                               expenses
                                                                                                                               (including
                                                                                                                               the
                                                                                                                               reasonable
                                                                                                                               fees
                                                                                                                               and
                                                                                                                               expenses
                                                                                                                               of
                                                                                                                               the
                                                                                                                               Administrative
                                                                                                                               Agent’s
                                                                                                                               counsel)
                                                                                                                               incurred
                                                                                                                               in
                                                                                                                               connection
                                                                                                                               with
                                                                                                                               the
                                                                                                                               preparation,
                                                                                                                               execution,
                                                                                                                               delivery,
                                                                                                                               administration,
                                                                                                                               modification,
                                                                                                                               amendment
                                                                                                                               or
                                                                                                                               enforcement
                                                                                                                               of
                                                                                                                               this
                                                                                                                               Agreement,
                                                                                                                               the
                                                                                                                               Exhibits
                                                                                                                               to
                                                                                                                               this
                                                                                                                               Agreement
                                                                                                                               or
                                                                                                                               any
                                                                                                                               of
                                                                                                                               the
                                                                                                                               other
                                                                                                                               Credit
                                                                                                                               Documents
                                                                                                                               and
                                                                                                                               any
                                                                                                                               subsequent
                                                                                                                               transactions
                                                                                                                               arising
                                                                                                                               from
                                                                                                                               these
                                                                                                                               transactions
                                                                                                                               or
                                                                                                                               otherwise
                                                                                                                               reasonably
                                                                                                                               requiring
                                                                                                                               the
                                                                                                                               services
                                                                                                                               of
                                                                                                                               counsel
                                                                                                                               for
                                                                                                                               the
                                                                                                                               benefit
                                                                                                                               of
                                                                                                                               Administrative
                                                                                                                               Agent
                                                                                                                               in
                                                                                                                               connection
                                                                                                                               with
                                                                                                                               the
                                                                                                                               Loans
                                                                                                                               which
                                                                                                                               are
                                                                                                                               the
                                                                                                                               subject
                                                                                                                               of
                                                                                                                               this
                                                                                                                               Agreement.



 



    	 



    	 



    

 


		e.	Information
                                                                                                                               Requests.
                                                                                                                               The
                                                                                                                               Borrower
                                                                                                                               Parties
                                                                                                                               shall
                                                                                                                               deliver
                                                                                                                               to
                                                                                                                               the
                                                                                                                               Administrative
                                                                                                                               Agent
                                                                                                                               such
                                                                                                                               commercially
                                                                                                                               reasonable
                                                                                                                               information
                                                                                                                               as
                                                                                                                               the
                                                                                                                               Administrative
                                                                                                                               Agent
                                                                                                                               requests
                                                                                                                               from
                                                                                                                               time
                                                                                                                               to
                                                                                                                               time
                                                                                                                               regarding
                                                                                                                               the
                                                                                                                               Property,
                                                                                                                               the
                                                                                                                               Borrower
                                                                                                                               Parties
                                                                                                                               or
                                                                                                                               the
                                                                                                                               transactions
                                                                                                                               that
                                                                                                                               are
                                                                                                                               contemplated
                                                                                                                               by
                                                                                                                               this
                                                                                                                               Agreement
                                                                                                                               or
                                                                                                                               the
                                                                                                                               Credit
                                                                                                                               Documents,
                                                                                                                               in
                                                                                                                               the
                                                                                                                               same
                                                                                                                               manner
                                                                                                                               as
                                                                                                                               the
                                                                                                                               Borrower
                                                                                                                               Parties
                                                                                                                               have
                                                                                                                               been
                                                                                                                               cooperating
                                                                                                                               with
                                                                                                                               such
                                                                                                                               information
                                                                                                                               requests
                                                                                                                               to
                                                                                                                               date.



 


		f.	Approval
                                                                                                                               by
                                                                                                                               Borrower
                                                                                                                               Parties
                                                                                                                               of
                                                                                                                               Current
                                                                                                                               and
                                                                                                                               Past
                                                                                                                               Actions
                                                                                                                               of
                                                                                                                               Administrative
                                                                                                                               Agent.
                                                                                                                               As
                                                                                                                               additional
                                                                                                                               consideration
                                                                                                                               for
                                                                                                                               the
                                                                                                                               Administrative
                                                                                                                               Agent’s
                                                                                                                               agreements
                                                                                                                               on
                                                                                                                               behalf
                                                                                                                               of
                                                                                                                               the
                                                                                                                               Holders
                                                                                                                               to
                                                                                                                               reinstate
                                                                                                                               and
                                                                                                                               modify
                                                                                                                               the
                                                                                                                               Loans
                                                                                                                               as
                                                                                                                               set
                                                                                                                               forth
                                                                                                                               in
                                                                                                                               this
                                                                                                                               Agreement,
                                                                                                                               Borrower
                                                                                                                               Parties,
                                                                                                                               for
                                                                                                                               themselves
                                                                                                                               and
                                                                                                                               their
                                                                                                                               successors
                                                                                                                               and
                                                                                                                               assigns,
                                                                                                                               hereby
                                                                                                                               acknowledge
                                                                                                                               that
                                                                                                                               at
                                                                                                                               all
                                                                                                                               times
                                                                                                                               prior
                                                                                                                               to
                                                                                                                               the
                                                                                                                               execution
                                                                                                                               and
                                                                                                                               delivery
                                                                                                                               by
                                                                                                                               Administrative
                                                                                                                               Agent
                                                                                                                               of
                                                                                                                               this
                                                                                                                               Agreement
                                                                                                                               they
                                                                                                                               have
                                                                                                                               accepted
                                                                                                                               and
                                                                                                                               relied
                                                                                                                               upon,
                                                                                                                               and
                                                                                                                               will
                                                                                                                               continue
                                                                                                                               to
                                                                                                                               accept
                                                                                                                               and
                                                                                                                               rely
                                                                                                                               upon
                                                                                                                               the
                                                                                                                               actual
                                                                                                                               and
                                                                                                                               apparent
                                                                                                                               authority
                                                                                                                               of
                                                                                                                               Administrative
                                                                                                                               Agent
                                                                                                                               acting
                                                                                                                               alone
                                                                                                                               and
                                                                                                                               without
                                                                                                                               further
                                                                                                                               authorization
                                                                                                                               from
                                                                                                                               the
                                                                                                                               Holders
                                                                                                                               or
                                                                                                                               any
                                                                                                                               of
                                                                                                                               them,
                                                                                                                               with
                                                                                                                               respect
                                                                                                                               to
                                                                                                                               any
                                                                                                                               or
                                                                                                                               all
                                                                                                                               of
                                                                                                                               the
                                                                                                                               rights,
                                                                                                                               powers,
                                                                                                                               authority
                                                                                                                               or
                                                                                                                               remedies
                                                                                                                               granted
                                                                                                                               or
                                                                                                                               reserved
                                                                                                                               to
                                                                                                                               Administrative
                                                                                                                               Agent
                                                                                                                               or
                                                                                                                               the
                                                                                                                               Holders
                                                                                                                               under
                                                                                                                               this
                                                                                                                               Agreement,
                                                                                                                               the
                                                                                                                               Loan
                                                                                                                               Agreements,
                                                                                                                               or
                                                                                                                               the
                                                                                                                               Credit
                                                                                                                               Documents
                                                                                                                               or
                                                                                                                               any
                                                                                                                               of
                                                                                                                               them.



 


VII.
Credit Documents Affirmed.


 


Except
to the extent expressly amended herein, and subject to Section II, above, the original terms of Credit Documents shall remain
in full force and effect. The Administrative Agent and the Holders have agreed to the terms of this Agreement, and such agreement
in no way obligates the Administrative Agent or any Holder to agree to any further modification of or forbearance under the terms
of any Loan or Credit Documents at any time in the future, regardless of any similarity of circumstances.


 


VIII.
Payments by Borrower of Amounts Due.


 


		a.	Reinstatement
                                                                                                                             Payments:
                                                                                                                             As
                                                                                                                             a
                                                                                                                             condition
                                                                                                                             of
                                                                                                                             the
                                                                                                                             closing
                                                                                                                             of
                                                                                                                             the
                                                                                                                             transactions
                                                                                                                             which
                                                                                                                             are
                                                                                                                             the
                                                                                                                             subject
                                                                                                                             of
                                                                                                                             this
                                                                                                                             Agreement,
                                                                                                                             Borrower
                                                                                                                             Parties
                                                                                                                             shall
                                                                                                                             prepare
                                                                                                                             and
                                                                                                                             deliver
                                                                                                                             to
                                                                                                                             Administrative
                                                                                                                             Agent
                                                                                                                             a
                                                                                                                             calculation
                                                                                                                             in
                                                                                                                             writing
                                                                                                                             of
                                                                                                                             the
                                                                                                                             Principal
                                                                                                                             Due
                                                                                                                             as
                                                                                                                             defined
                                                                                                                             herein
                                                                                                                             and
                                                                                                                             a
                                                                                                                             schedule
                                                                                                                             of
                                                                                                                             the
                                                                                                                             payments
                                                                                                                             which
                                                                                                                             Borrower
                                                                                                                             Parties
                                                                                                                             will
                                                                                                                             make
                                                                                                                             on
                                                                                                                             and
                                                                                                                             after
                                                                                                                             the
                                                                                                                             date
                                                                                                                             of
                                                                                                                             the
                                                                                                                             consummation
                                                                                                                             of
                                                                                                                             the
                                                                                                                             transactions
                                                                                                                             which
                                                                                                                             are
                                                                                                                             the
                                                                                                                             subject
                                                                                                                             of
                                                                                                                             this
                                                                                                                             Agreement.
                                                                                                                             Administrative
                                                                                                                             Agent
                                                                                                                             reserves
                                                                                                                             the
                                                                                                                             right
                                                                                                                             to
                                                                                                                             review
                                                                                                                             and
                                                                                                                             to
                                                                                                                             approve
                                                                                                                             or
                                                                                                                             disapprove
                                                                                                                             of
                                                                                                                             the
                                                                                                                             calculation
                                                                                                                             of
                                                                                                                             Principal
                                                                                                                             Due
                                                                                                                             and
                                                                                                                             the
                                                                                                                             payment
                                                                                                                             schedule
                                                                                                                             in
                                                                                                                             the
                                                                                                                             exercise
                                                                                                                             of
                                                                                                                             reasonable
                                                                                                                             discretion.
                                                                                                                             The
                                                                                                                             Administrative
                                                                                                                             Agent’s
                                                                                                                             approval
                                                                                                                             of
                                                                                                                             the
                                                                                                                             schedule
                                                                                                                             of
                                                                                                                             payments
                                                                                                                             is
                                                                                                                             a
                                                                                                                             condition
                                                                                                                             of
                                                                                                                             Administrative
                                                                                                                             Agent’s
                                                                                                                             execution
                                                                                                                             of
                                                                                                                             this
                                                                                                                             Agreement;
                                                                                                                             however,
                                                                                                                             the
                                                                                                                             Administrative
                                                                                                                             Agent’s
                                                                                                                             approval
                                                                                                                             of
                                                                                                                             the
                                                                                                                             Principal
                                                                                                                             Due
                                                                                                                             calculation
                                                                                                                             and
                                                                                                                             the
                                                                                                                             payment
                                                                                                                             schedule
                                                                                                                             shall
                                                                                                                             not
                                                                                                                             be
                                                                                                                             deemed
                                                                                                                             to
                                                                                                                             satisfy
                                                                                                                             or
                                                                                                                             substitute
                                                                                                                             for
                                                                                                                             Administrative
                                                                                                                             Agent’s
                                                                                                                             rights
                                                                                                                             to
                                                                                                                             condition
                                                                                                                             the
                                                                                                                             release
                                                                                                                             of
                                                                                                                             collateral
                                                                                                                             and
                                                                                                                             satisfaction
                                                                                                                             of
                                                                                                                             Borrower
                                                                                                                             Parties’
                                                                                                                             obligations
                                                                                                                             under
                                                                                                                             each
                                                                                                                             of
                                                                                                                             the
                                                                                                                             Loans
                                                                                                                             upon
                                                                                                                             receipt
                                                                                                                             of
                                                                                                                             a
                                                                                                                             complete
                                                                                                                             and
                                                                                                                             accurate
                                                                                                                             account
                                                                                                                             of
                                                                                                                             the
                                                                                                                             all
                                                                                                                             sums
                                                                                                                             due
                                                                                                                             from
                                                                                                                             Borrower
                                                                                                                             Parties
                                                                                                                             pursuant
                                                                                                                             to
                                                                                                                             all
                                                                                                                             of
                                                                                                                             the
                                                                                                                             Loan
                                                                                                                             Documents.



 



    	 



    	 



    

 


		b.	Payment
                                                                                                                               of
                                                                                                                               Legal
                                                                                                                               Fees
                                                                                                                               and
                                                                                                                               Closing
                                                                                                                               Costs.
                                                                                                                               Borrower
                                                                                                                               Parties
                                                                                                                               have
                                                                                                                               authorized
                                                                                                                               Administrative
                                                                                                                               Agent
                                                                                                                               to
                                                                                                                               pay
                                                                                                                               all
                                                                                                                               fees
                                                                                                                               and
                                                                                                                               costs
                                                                                                                               in
                                                                                                                               connection
                                                                                                                               with
                                                                                                                               the
                                                                                                                               transactions
                                                                                                                               which
                                                                                                                               are
                                                                                                                               the
                                                                                                                               subject
                                                                                                                               of
                                                                                                                               this
                                                                                                                               Agreement
                                                                                                                               and
                                                                                                                               any
                                                                                                                               subsequent
                                                                                                                               transactions.
                                                                                                                               Borrower
                                                                                                                               Parties
                                                                                                                               agree
                                                                                                                               that
                                                                                                                               the
                                                                                                                               Administrative
                                                                                                                               Agent
                                                                                                                               may
                                                                                                                               direct
                                                                                                                               payment
                                                                                                                               of
                                                                                                                               its
                                                                                                                               legal
                                                                                                                               fees
                                                                                                                               and
                                                                                                                               expenses
                                                                                                                               pertaining
                                                                                                                               to
                                                                                                                               the
                                                                                                                               transactions
                                                                                                                               which
                                                                                                                               are
                                                                                                                               the
                                                                                                                               subject
                                                                                                                               of
                                                                                                                               this
                                                                                                                               Agreement
                                                                                                                               out
                                                                                                                               of
                                                                                                                               the
                                                                                                                               funds
                                                                                                                               of
                                                                                                                               MFPI
                                                                                                                               which
                                                                                                                               are
                                                                                                                               currently
                                                                                                                               held
                                                                                                                               in
                                                                                                                               that
                                                                                                                               certain
                                                                                                                               titled
                                                                                                                               account
                                                                                                                               “Stifel
                                                                                                                               Nicolaus
                                                                                                                               as
                                                                                                                               Agent
                                                                                                                               for
                                                                                                                               MFPI
                                                                                                                               Partners
                                                                                                                               LLC”
                                                                                                                               and
                                                                                                                               known
                                                                                                                               as
                                                                                                                               account
                                                                                                                               number
                                                                                                                               2171-2553
                                                                                                                               (the
                                                                                                                               "MFPI
                                                                                                                               Pledged
                                                                                                                               Account").



 


IX.
Powers of Administrative Agent.


 


Borrower
Parties acknowledge and agree that the Administrative Agent has all right and apparent authority to exercise alone the rights,
powers, and remedies granted or reserved to Administrative Agent or Holders under this Agreement, the Loan Agreement, the Prior
Loan Agreements and the Credit Documents without further evidence of such authority or confirmation thereof from or by any Holder.



 


		a.	Substitution
                                                                                                                               of
                                                                                                                               Collateral.
                                                                                                                               Borrower
                                                                                                                               Parties
                                                                                                                               acknowledge
                                                                                                                               and
                                                                                                                               agree
                                                                                                                               that
                                                                                                                               under
                                                                                                                               Section
                                                                                                                               6.2
                                                                                                                               (a)
                                                                                                                               and
                                                                                                                               (b)
                                                                                                                               of
                                                                                                                               the
                                                                                                                               2009
                                                                                                                               Loan
                                                                                                                               Agreement,
                                                                                                                               Administrative
                                                                                                                               Agent
                                                                                                                               has
                                                                                                                               all
                                                                                                                               necessary
                                                                                                                               and
                                                                                                                               sufficient
                                                                                                                               authority,
                                                                                                                               acting
                                                                                                                               alone,
                                                                                                                               to
                                                                                                                               agree
                                                                                                                               to
                                                                                                                               the
                                                                                                                               terms
                                                                                                                               of
                                                                                                                               this
                                                                                                                               Agreement,
                                                                                                                               including
                                                                                                                               without
                                                                                                                               limitation
                                                                                                                               the
                                                                                                                               substitution
                                                                                                                               of
                                                                                                                               the
                                                                                                                               perfected
                                                                                                                               security
                                                                                                                               interest
                                                                                                                               in
                                                                                                                               100%
                                                                                                                               of
                                                                                                                               the
                                                                                                                               common
                                                                                                                               stock
                                                                                                                               of
                                                                                                                               EGI
                                                                                                                               and
                                                                                                                               MTMI.
                                                                                                                               



 


		b.	Allocate
                                                                                                                               Loan
                                                                                                                               Payments.
                                                                                                                               Administrative
                                                                                                                               Agent
                                                                                                                               has
                                                                                                                               the
                                                                                                                               right,
                                                                                                                               under
                                                                                                                               the
                                                                                                                               Loan
                                                                                                                               Agreement
                                                                                                                               and
                                                                                                                               the
                                                                                                                               Prior
                                                                                                                               Loan
                                                                                                                               Agreements,
                                                                                                                               to
                                                                                                                               allocate
                                                                                                                               any
                                                                                                                               payments
                                                                                                                               made
                                                                                                                               by
                                                                                                                               Borrower
                                                                                                                               Parties,
                                                                                                                               including
                                                                                                                               the
                                                                                                                               payment
                                                                                                                               referenced
                                                                                                                               in
                                                                                                                               Section
                                                                                                                               V
                                                                                                                               above,
                                                                                                                               to
                                                                                                                               any
                                                                                                                               of
                                                                                                                               the
                                                                                                                               outstanding
                                                                                                                               loan
                                                                                                                               balances
                                                                                                                               under
                                                                                                                               the
                                                                                                                               Loan
                                                                                                                               Agreement,
                                                                                                                               the
                                                                                                                               Prior
                                                                                                                               Loan
                                                                                                                               Agreements,
                                                                                                                               or
                                                                                                                               any
                                                                                                                               Credit
                                                                                                                               Document.
                                                                                                                               Borrower
                                                                                                                               Parties
                                                                                                                               agree
                                                                                                                               that
                                                                                                                               Administrative
                                                                                                                               Agent
                                                                                                                               may
                                                                                                                               apply
                                                                                                                               any
                                                                                                                               loan
                                                                                                                               payment
                                                                                                                               made
                                                                                                                               pursuant
                                                                                                                               to
                                                                                                                               Section
                                                                                                                               VII.a.
                                                                                                                               above
                                                                                                                               to
                                                                                                                               any
                                                                                                                               outstanding
                                                                                                                               loan
                                                                                                                               in
                                                                                                                               the
                                                                                                                               manner
                                                                                                                               Administrative
                                                                                                                               Agent,
                                                                                                                               in
                                                                                                                               his
                                                                                                                               absolute
                                                                                                                               discretion,
                                                                                                                               sees
                                                                                                                               fit,
                                                                                                                               regardless
                                                                                                                               of
                                                                                                                               whether
                                                                                                                               such
                                                                                                                               allocation
                                                                                                                               would
                                                                                                                               have
                                                                                                                               the
                                                                                                                               effect
                                                                                                                               of
                                                                                                                               creating
                                                                                                                               a
                                                                                                                               breach
                                                                                                                               or
                                                                                                                               Default
                                                                                                                               or
                                                                                                                               Event
                                                                                                                               of
                                                                                                                               Default
                                                                                                                               under
                                                                                                                               any
                                                                                                                               of
                                                                                                                               the
                                                                                                                               Loan
                                                                                                                               Agreement,
                                                                                                                               Prior
                                                                                                                               Loan
                                                                                                                               Agreements,
                                                                                                                               or
                                                                                                                               any
                                                                                                                               Credit
                                                                                                                               Document.
                                                                                                                               At
                                                                                                                               any
                                                                                                                               time,
                                                                                                                               the
                                                                                                                               Administrative
                                                                                                                               Agent
                                                                                                                               may
                                                                                                                               also
                                                                                                                               allocate
                                                                                                                               an
                                                                                                                               amount
                                                                                                                               up
                                                                                                                               to
                                                                                                                               the
                                                                                                                               balance
                                                                                                                               due
                                                                                                                               or
                                                                                                                               estimated
                                                                                                                               in
                                                                                                                               good
                                                                                                                               faith
                                                                                                                               to
                                                                                                                               become
                                                                                                                               due
                                                                                                                               under
                                                                                                                               the
                                                                                                                               Collar
                                                                                                                               Option
                                                                                                                               and
                                                                                                                               for
                                                                                                                               any
                                                                                                                               amount
                                                                                                                               that
                                                                                                                               remains
                                                                                                                               unpaid
                                                                                                                               under
                                                                                                                               the
                                                                                                                               Collar
                                                                                                                               Option.,



 


		c.	Allocate
                                                                                                                               Closing
                                                                                                                               Costs.
                                                                                                                               Borrower
                                                                                                                               Parties
                                                                                                                               agree
                                                                                                                               that
                                                                                                                               Administrative
                                                                                                                               Agent
                                                                                                                               has
                                                                                                                               the
                                                                                                                               right,
                                                                                                                               under
                                                                                                                               the
                                                                                                                               Loan
                                                                                                                               Agreement,
                                                                                                                               the
                                                                                                                               Prior
                                                                                                                               Loan
                                                                                                                               Agreements
                                                                                                                               and
                                                                                                                               the
                                                                                                                               Credit
                                                                                                                               Documents,
                                                                                                                               to
                                                                                                                               allocate
                                                                                                                               any
                                                                                                                               payments
                                                                                                                               made
                                                                                                                               by
                                                                                                                               Borrower
                                                                                                                               Parties
                                                                                                                               to
                                                                                                                               the
                                                                                                                               costs
                                                                                                                               of
                                                                                                                               closing
                                                                                                                               any
                                                                                                                               financing
                                                                                                                               transaction
                                                                                                                               involving
                                                                                                                               Borrower
                                                                                                                               Parties
                                                                                                                               and
                                                                                                                               Administrative
                                                                                                                               Agent,
                                                                                                                               including
                                                                                                                               any
                                                                                                                               financing
                                                                                                                               under
                                                                                                                               this
                                                                                                                               Agreement,
                                                                                                                               the
                                                                                                                               Loan
                                                                                                                               Agreement,
                                                                                                                               the
                                                                                                                               Prior
                                                                                                                               Loan
                                                                                                                               Agreements,
                                                                                                                               or
                                                                                                                               any
                                                                                                                               Credit
                                                                                                                               Document.
                                                                                                                               Borrower
                                                                                                                               agrees
                                                                                                                               that
                                                                                                                               Administrative
                                                                                                                               Agent
                                                                                                                               may
                                                                                                                               apply
                                                                                                                               the
                                                                                                                               payment
                                                                                                                               of
                                                                                                                               legal
                                                                                                                               fees
                                                                                                                               made
                                                                                                                               pursuant
                                                                                                                               to
                                                                                                                               Section
                                                                                                                               V.d.
                                                                                                                               above
                                                                                                                               to
                                                                                                                               the
                                                                                                                               closing
                                                                                                                               costs
                                                                                                                               associated
                                                                                                                               with
                                                                                                                               any
                                                                                                                               outstanding
                                                                                                                               loan
                                                                                                                               or
                                                                                                                               other
                                                                                                                               transaction,
                                                                                                                               or
                                                                                                                               to
                                                                                                                               the
                                                                                                                               balance
                                                                                                                               of
                                                                                                                               any
                                                                                                                               outstanding
                                                                                                                               loan,
                                                                                                                               in
                                                                                                                               the
                                                                                                                               manner
                                                                                                                               Administrative
                                                                                                                               Agent
                                                                                                                               in
                                                                                                                               his
                                                                                                                               absolute
                                                                                                                               discretion
                                                                                                                               sees
                                                                                                                               fit.
                                                                                                                               Administrative
                                                                                                                               Agent
                                                                                                                               may
                                                                                                                               also
                                                                                                                               allocate
                                                                                                                               any
                                                                                                                               amount
                                                                                                                               remaining
                                                                                                                               under
                                                                                                                               this
                                                                                                                               paragraph
                                                                                                                               to
                                                                                                                               be
                                                                                                                               held
                                                                                                                               in
                                                                                                                               escrow
                                                                                                                               pending
                                                                                                                               payment
                                                                                                                               of
                                                                                                                               the
                                                                                                                               Collar
                                                                                                                               Option
                                                                                                                               at
                                                                                                                               a
                                                                                                                               future
                                                                                                                               date
                                                                                                                               to
                                                                                                                               be
                                                                                                                               decided
                                                                                                                               by
                                                                                                                               Administrative
                                                                                                                               Agent.



 



    	 



    	 



    

 


		d.	Administrative
                                                                                                                               Agent
                                                                                                                               Not
                                                                                                                               in
                                                                                                                               Breach.
                                                                                                                               Borrower
                                                                                                                               Parties
                                                                                                                               acknowledge
                                                                                                                               that
                                                                                                                               such
                                                                                                                               payments
                                                                                                                               and
                                                                                                                               actions
                                                                                                                               described
                                                                                                                               in
                                                                                                                               this
                                                                                                                               Agreement
                                                                                                                               shall
                                                                                                                               constitute
                                                                                                                               payments
                                                                                                                               made
                                                                                                                               pursuant
                                                                                                                               to
                                                                                                                               and
                                                                                                                               under
                                                                                                                               the
                                                                                                                               terms
                                                                                                                               of
                                                                                                                               the
                                                                                                                               Loan
                                                                                                                               Agreement
                                                                                                                               or
                                                                                                                               the
                                                                                                                               Prior
                                                                                                                               Loan
                                                                                                                               Agreements
                                                                                                                               or
                                                                                                                               the
                                                                                                                               Credit
                                                                                                                               Documents,
                                                                                                                               that
                                                                                                                               such
                                                                                                                               actions,
                                                                                                                               wire
                                                                                                                               transfers
                                                                                                                               and
                                                                                                                               distributions
                                                                                                                               are
                                                                                                                               in
                                                                                                                               full
                                                                                                                               compliance
                                                                                                                               with
                                                                                                                               the
                                                                                                                               Obligations
                                                                                                                               of
                                                                                                                               Holders
                                                                                                                               and
                                                                                                                               Administrative
                                                                                                                               Agent
                                                                                                                               pursuant
                                                                                                                               to
                                                                                                                               the
                                                                                                                               Loan
                                                                                                                               Agreement,
                                                                                                                               and
                                                                                                                               are
                                                                                                                               made
                                                                                                                               without
                                                                                                                               liability
                                                                                                                               on
                                                                                                                               the
                                                                                                                               part
                                                                                                                               of
                                                                                                                               Administrative
                                                                                                                               Agent,
                                                                                                                               or
                                                                                                                               any
                                                                                                                               Holder,
                                                                                                                               and
                                                                                                                               without
                                                                                                                               breach
                                                                                                                               in
                                                                                                                               any
                                                                                                                               respect
                                                                                                                               by
                                                                                                                               Administrative
                                                                                                                               Agent
                                                                                                                               or
                                                                                                                               any
                                                                                                                               Holder
                                                                                                                               pursuant
                                                                                                                               to,
                                                                                                                               arising
                                                                                                                               from,
                                                                                                                               or
                                                                                                                               relating
                                                                                                                               to
                                                                                                                               the
                                                                                                                               Loan
                                                                                                                               Agreement.



 


		e.	Release
                                                                                                                               of
                                                                                                                               Administrative
                                                                                                                               Agent
                                                                                                                               by
                                                                                                                               Borrower
                                                                                                                               Parties.
                                                                                                                               Borrower
                                                                                                                               Parties
                                                                                                                               agree
                                                                                                                               that
                                                                                                                               the
                                                                                                                               actions,
                                                                                                                               wire
                                                                                                                               transfers
                                                                                                                               and
                                                                                                                               distributions
                                                                                                                               described
                                                                                                                               in
                                                                                                                               this
                                                                                                                               Agreement,
                                                                                                                               including
                                                                                                                               the
                                                                                                                               wiring
                                                                                                                               of
                                                                                                                               loan
                                                                                                                               payments
                                                                                                                               and
                                                                                                                               closing
                                                                                                                               costs
                                                                                                                               to
                                                                                                                               a
                                                                                                                               Control
                                                                                                                               Account
                                                                                                                               created
                                                                                                                               for
                                                                                                                               the
                                                                                                                               implementation
                                                                                                                               of
                                                                                                                               the
                                                                                                                               terms
                                                                                                                               of
                                                                                                                               this
                                                                                                                               Agreement,
                                                                                                                               or
                                                                                                                               to
                                                                                                                               the
                                                                                                                               MFPI
                                                                                                                               Pledged
                                                                                                                               Account
                                                                                                                               held
                                                                                                                               by
                                                                                                                               Stifel
                                                                                                                               Nicolaus,
                                                                                                                               and
                                                                                                                               subsequent
                                                                                                                               distributions
                                                                                                                               of
                                                                                                                               such
                                                                                                                               funds
                                                                                                                               by
                                                                                                                               the
                                                                                                                               institutional
                                                                                                                               holder
                                                                                                                               of
                                                                                                                               the
                                                                                                                               Control
                                                                                                                               Account
                                                                                                                               or
                                                                                                                               Stifel
                                                                                                                               Nicolaus,
                                                                                                                               as
                                                                                                                               the
                                                                                                                               case
                                                                                                                               may
                                                                                                                               be,
                                                                                                                               fully
                                                                                                                               comply
                                                                                                                               with
                                                                                                                               this
                                                                                                                               Agreement
                                                                                                                               and
                                                                                                                               are
                                                                                                                               necessary
                                                                                                                               to
                                                                                                                               cure
                                                                                                                               what
                                                                                                                               would
                                                                                                                               otherwise
                                                                                                                               be
                                                                                                                               an
                                                                                                                               Event
                                                                                                                               of
                                                                                                                               Default
                                                                                                                               under
                                                                                                                               this
                                                                                                                               Agreement.
                                                                                                                               Borrower
                                                                                                                               Parties,
                                                                                                                               and
                                                                                                                               each
                                                                                                                               of
                                                                                                                               them,
                                                                                                                               on
                                                                                                                               behalf
                                                                                                                               of
                                                                                                                               themselves,
                                                                                                                               their
                                                                                                                               affiliates,
                                                                                                                               shareholders,
                                                                                                                               representatives,
                                                                                                                               agents,
                                                                                                                               employees,
                                                                                                                               heirs,
                                                                                                                               and
                                                                                                                               assigns,
                                                                                                                               indemnify,
                                                                                                                               hold
                                                                                                                               harmless,
                                                                                                                               and
                                                                                                                               release
                                                                                                                               Administrative
                                                                                                                               Agent,
                                                                                                                               the
                                                                                                                               institutional
                                                                                                                               holder
                                                                                                                               of
                                                                                                                               any
                                                                                                                               Control
                                                                                                                               Account
                                                                                                                               to
                                                                                                                               be
                                                                                                                               established
                                                                                                                               for
                                                                                                                               the
                                                                                                                               implementation
                                                                                                                               of
                                                                                                                               any
                                                                                                                               of
                                                                                                                               the
                                                                                                                               applicable
                                                                                                                               terms
                                                                                                                               of
                                                                                                                               this
                                                                                                                               Agreement,
                                                                                                                               Stifel
                                                                                                                               Nicolaus,
                                                                                                                               and
                                                                                                                               the
                                                                                                                               Lenders
                                                                                                                               from
                                                                                                                               any
                                                                                                                               demand
                                                                                                                               or
                                                                                                                               claim
                                                                                                                               whatsoever,
                                                                                                                               in
                                                                                                                               contract,
                                                                                                                               tort,
                                                                                                                               or
                                                                                                                               any
                                                                                                                               other
                                                                                                                               legal
                                                                                                                               theory,
                                                                                                                               arising
                                                                                                                               from
                                                                                                                               or
                                                                                                                               relating
                                                                                                                               in
                                                                                                                               any
                                                                                                                               way
                                                                                                                               to
                                                                                                                               each
                                                                                                                               and
                                                                                                                               all
                                                                                                                               of
                                                                                                                               the
                                                                                                                               actions
                                                                                                                               described
                                                                                                                               herein.



 


		f.	Power
                                                                                                                               of
                                                                                                                               Attorney.
                                                                                                                               Borrower
                                                                                                                               Parties
                                                                                                                               hereby
                                                                                                                               irrevocably
                                                                                                                               constitute
                                                                                                                               and
                                                                                                                               appoint
                                                                                                                               the
                                                                                                                               Administrative
                                                                                                                               Agent,
                                                                                                                               as
                                                                                                                               their
                                                                                                                               and
                                                                                                                               each
                                                                                                                               of
                                                                                                                               their
                                                                                                                               true
                                                                                                                               and
                                                                                                                               lawful
                                                                                                                               attorney-in-fact
                                                                                                                               with
                                                                                                                               limited
                                                                                                                               irrevocable
                                                                                                                               power
                                                                                                                               and
                                                                                                                               authority
                                                                                                                               (as
                                                                                                                               set
                                                                                                                               forth
                                                                                                                               herein
                                                                                                                               and
                                                                                                                               to
                                                                                                                               be
                                                                                                                               exercised
                                                                                                                               only
                                                                                                                               upon
                                                                                                                               advanced
                                                                                                                               written
                                                                                                                               notice
                                                                                                                               to
                                                                                                                               Borrower
                                                                                                                               Parties)
                                                                                                                               in
                                                                                                                               the
                                                                                                                               place
                                                                                                                               and
                                                                                                                               stead
                                                                                                                               of
                                                                                                                               any
                                                                                                                               or
                                                                                                                               all
                                                                                                                               Borrower
                                                                                                                               Parties
                                                                                                                               for
                                                                                                                               the
                                                                                                                               purpose
                                                                                                                               of
                                                                                                                               carrying
                                                                                                                               out
                                                                                                                               the
                                                                                                                               terms
                                                                                                                               of
                                                                                                                               this
                                                                                                                               Agreement,
                                                                                                                               to
                                                                                                                               take
                                                                                                                               any
                                                                                                                               reasonable
                                                                                                                               action
                                                                                                                               and
                                                                                                                               to
                                                                                                                               execute
                                                                                                                               such
                                                                                                                               documents
                                                                                                                               and
                                                                                                                               instruments
                                                                                                                               that
                                                                                                                               may
                                                                                                                               be
                                                                                                                               necessary
                                                                                                                               to
                                                                                                                               accomplish
                                                                                                                               the
                                                                                                                               purposes
                                                                                                                               of
                                                                                                                               this
                                                                                                                               Agreement
                                                                                                                               and,
                                                                                                                               hereby
                                                                                                                               gives
                                                                                                                               said
                                                                                                                               attorneys-in-fact
                                                                                                                               the
                                                                                                                               limited
                                                                                                                               power
                                                                                                                               to
                                                                                                                               do
                                                                                                                               the
                                                                                                                               following:



 


Upon
the occurrence, after any applicable notice and cure period, and during the continuance of an uncured Event of Default as provided
by this Agreement and subject to Administrative Agent’s remedies provided for in Section IV, generally to sell, transfer,
pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral (as defined in the Loan
Agreements) in such manner as is consistent with the Uniform Commercial Code and as fully and completely as though the Administrative
Agent were the absolute owner thereof for all purposes, and to do, at the Borrower Parties’ expense, at any time, or from
time to time, all acts and things which the Administrative Agent reasonably deems necessary to protect, preserve or realize upon
the Collateral and the Administrative Agent’s security interest therein, in order to effect the intent of this Agreement,
all at least as fully and effectively as the Borrower Parties might do, including, without limitation, (1) upon written notice
to the Borrower Parties, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the
Administrative Agent so elects in Administrative Agent’s commercially reasonable discretion, with a view to causing the
liquidation of assets of the issuer of any such securities, and (2) the execution, delivery and recording, in connection with
any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer
with respect to such Collateral. The foregoing grant of powers to Administrative Agent includes, without limitation, the right
to exercise the put rights conferred by the Certificate upon the holders of Preferred Shares and otherwise to deal with the proceeds
of exercise of the put rights as set forth in section IV b., above.


 



    	 



    	 



    

 


		g.	Agreement
                                                                                                                               to
                                                                                                                               Execute
                                                                                                                               Further
                                                                                                                               Documents.
                                                                                                                               Borrower
                                                                                                                               Parties,
                                                                                                                               and
                                                                                                                               each
                                                                                                                               of
                                                                                                                               them,
                                                                                                                               agree
                                                                                                                               that
                                                                                                                               any
                                                                                                                               or
                                                                                                                               all
                                                                                                                               of
                                                                                                                               them
                                                                                                                               shall,
                                                                                                                               upon
                                                                                                                               request
                                                                                                                               by
                                                                                                                               Administrative
                                                                                                                               Agent,
                                                                                                                               and
                                                                                                                               without
                                                                                                                               regard
                                                                                                                               to
                                                                                                                               whether
                                                                                                                               an
                                                                                                                               event
                                                                                                                               of
                                                                                                                               default
                                                                                                                               has
                                                                                                                               occurred
                                                                                                                               or
                                                                                                                               is
                                                                                                                               occurring,
                                                                                                                               execute
                                                                                                                               such
                                                                                                                               documents
                                                                                                                               as
                                                                                                                               may
                                                                                                                               be
                                                                                                                               deemed
                                                                                                                               by
                                                                                                                               the
                                                                                                                               Administrative
                                                                                                                               Agent
                                                                                                                               in
                                                                                                                               his
                                                                                                                               sole
                                                                                                                               good
                                                                                                                               faith
                                                                                                                               and
                                                                                                                               commercially
                                                                                                                               reasonable
                                                                                                                               discretion
                                                                                                                               to
                                                                                                                               be
                                                                                                                               necessary
                                                                                                                               or
                                                                                                                               desirable
                                                                                                                               for
                                                                                                                               the
                                                                                                                               fuller
                                                                                                                               realization
                                                                                                                               of
                                                                                                                               the
                                                                                                                               parties’
                                                                                                                               purposes
                                                                                                                               in
                                                                                                                               executing
                                                                                                                               and
                                                                                                                               delivering
                                                                                                                               this
                                                                                                                               Agreement
                                                                                                                               and
                                                                                                                               the
                                                                                                                               completing
                                                                                                                               the
                                                                                                                               transaction
                                                                                                                               evidenced
                                                                                                                               hereby,
                                                                                                                               promptly
                                                                                                                               upon
                                                                                                                               presentation
                                                                                                                               of
                                                                                                                               such
                                                                                                                               documents
                                                                                                                               to
                                                                                                                               the
                                                                                                                               Borrower
                                                                                                                               Parties
                                                                                                                               by
                                                                                                                               Administrative
                                                                                                                               Agent.



 


X.
Remedies.


 


Upon
an Event of Default as defined in Section III and subject to the remedies provided for in Section IV, but only in such event and
after Administrative Agent has complied with the provisions thereof, Administrative Agent may exercise all or any of the following
remedies:


 


		a.	Confession
                                                                                                                                of
                                                                                                                                Judgment
                                                                                                                                –
                                                                                                                                Elkhorn
                                                                                                                                Mine
                                                                                                                                and
                                                                                                                                Montana
                                                                                                                                Tunnels
                                                                                                                                Mine.
                                                                                                                                For
                                                                                                                                purposes
                                                                                                                                of
                                                                                                                                securing
                                                                                                                                the
                                                                                                                                Borrower
                                                                                                                                Parties’
                                                                                                                                performance
                                                                                                                                under
                                                                                                                                this
                                                                                                                                Agreement
                                                                                                                                and
                                                                                                                                the
                                                                                                                                Credit
                                                                                                                                Documents,
                                                                                                                                Borrower
                                                                                                                                Parties,
                                                                                                                                and
                                                                                                                                each
                                                                                                                                of
                                                                                                                                them,
                                                                                                                                agrees,
                                                                                                                                as
                                                                                                                                an
                                                                                                                                essential
                                                                                                                                part
                                                                                                                                of
                                                                                                                                this
                                                                                                                                Agreement,
                                                                                                                                that
                                                                                                                                in
                                                                                                                                the
                                                                                                                                event
                                                                                                                                that
                                                                                                                                all
                                                                                                                                sums
                                                                                                                                due
                                                                                                                                under
                                                                                                                                the
                                                                                                                                Loan
                                                                                                                                Agreements
                                                                                                                                are
                                                                                                                                not
                                                                                                                                paid
                                                                                                                                when
                                                                                                                                due,
                                                                                                                                after
                                                                                                                                any
                                                                                                                                applicable
                                                                                                                                notice
                                                                                                                                and
                                                                                                                                cure
                                                                                                                                period,
                                                                                                                                they
                                                                                                                                shall
                                                                                                                                confess
                                                                                                                                judgment,
                                                                                                                                jointly
                                                                                                                                and
                                                                                                                                severally,
                                                                                                                                in
                                                                                                                                favor
                                                                                                                                of
                                                                                                                                Administrative
                                                                                                                                Agent
                                                                                                                                or,
                                                                                                                                at
                                                                                                                                Administrative
                                                                                                                                Agent’s
                                                                                                                                sole
                                                                                                                                option,
                                                                                                                                any
                                                                                                                                Noteholders,
                                                                                                                                in
                                                                                                                                the
                                                                                                                                total
                                                                                                                                aggregate
                                                                                                                                amount
                                                                                                                                of
                                                                                                                                Principal
                                                                                                                                Due,
                                                                                                                                as
                                                                                                                                defined
                                                                                                                                hereinbefore,
                                                                                                                                less
                                                                                                                                any
                                                                                                                                amounts
                                                                                                                                previously
                                                                                                                                paid
                                                                                                                                by
                                                                                                                                Borrower
                                                                                                                                Parties
                                                                                                                                plus
                                                                                                                                amounts
                                                                                                                                due
                                                                                                                                under
                                                                                                                                the
                                                                                                                                Collar
                                                                                                                                Option
                                                                                                                                plus
                                                                                                                                five
                                                                                                                                percent
                                                                                                                                (5%)
                                                                                                                                of
                                                                                                                                principal
                                                                                                                                and
                                                                                                                                Collar
                                                                                                                                Option
                                                                                                                                amount
                                                                                                                                for
                                                                                                                                the
                                                                                                                                Administrative
                                                                                                                                Agent’s
                                                                                                                                fee,
                                                                                                                                plus
                                                                                                                                interest
                                                                                                                                accruing
                                                                                                                                thereafter
                                                                                                                                at
                                                                                                                                the
                                                                                                                                rate
                                                                                                                                of
                                                                                                                                eighteen
                                                                                                                                percent
                                                                                                                                (18%)
                                                                                                                                per
                                                                                                                                annum,
                                                                                                                                compounded
                                                                                                                                annually
                                                                                                                                from
                                                                                                                                the
                                                                                                                                date
                                                                                                                                of
                                                                                                                                default,
                                                                                                                                until
                                                                                                                                the
                                                                                                                                judgment
                                                                                                                                is
                                                                                                                                paid
                                                                                                                                in
                                                                                                                                full.
                                                                                                                                Borrower
                                                                                                                                Parties
                                                                                                                                authorize
                                                                                                                                that
                                                                                                                                judgment
                                                                                                                                be
                                                                                                                                entered
                                                                                                                                against
                                                                                                                                them,
                                                                                                                                jointly
                                                                                                                                and
                                                                                                                                severally,
                                                                                                                                in
                                                                                                                                those
                                                                                                                                sums,
                                                                                                                                as
                                                                                                                                well
                                                                                                                                as
                                                                                                                                for
                                                                                                                                such
                                                                                                                                additional
                                                                                                                                sums
                                                                                                                                as
                                                                                                                                are
                                                                                                                                set
                                                                                                                                forth
                                                                                                                                below
                                                                                                                                for
                                                                                                                                reasonable
                                                                                                                                attorneys’
                                                                                                                                fees
                                                                                                                                and
                                                                                                                                costs.
                                                                                                                                Borrower
                                                                                                                                Parties
                                                                                                                                also
                                                                                                                                agree
                                                                                                                                to
                                                                                                                                confess
                                                                                                                                judgment,
                                                                                                                                jointly
                                                                                                                                and
                                                                                                                                severally,
                                                                                                                                in
                                                                                                                                favor
                                                                                                                                of
                                                                                                                                Administrative
                                                                                                                                Agent
                                                                                                                                or
                                                                                                                                any
                                                                                                                                Holder
                                                                                                                                in
                                                                                                                                any
                                                                                                                                action
                                                                                                                                in
                                                                                                                                foreclosure
                                                                                                                                concerning
                                                                                                                                either
                                                                                                                                or
                                                                                                                                both
                                                                                                                                of
                                                                                                                                the
                                                                                                                                Elkhorn
                                                                                                                                Mine
                                                                                                                                or
                                                                                                                                the
                                                                                                                                Montana
                                                                                                                                Tunnels
                                                                                                                                Mine.



 



    	 



    	 



    

 


		b.	Acceleration
                                                                                                                                of
                                                                                                                                Notes.
                                                                                                                                Administrative
                                                                                                                                Agent
                                                                                                                                may
                                                                                                                                accelerate
                                                                                                                                the
                                                                                                                                entire
                                                                                                                                balance
                                                                                                                                due
                                                                                                                                under
                                                                                                                                the
                                                                                                                                Loan
                                                                                                                                Agreement
                                                                                                                                and
                                                                                                                                the
                                                                                                                                Prior
                                                                                                                                Loan
                                                                                                                                Agreements
                                                                                                                                to
                                                                                                                                be
                                                                                                                                immediately
                                                                                                                                due
                                                                                                                                and
                                                                                                                                payable,
                                                                                                                                and
                                                                                                                                Borrower
                                                                                                                                Parties
                                                                                                                                shall
                                                                                                                                execute
                                                                                                                                any
                                                                                                                                allonges
                                                                                                                                or
                                                                                                                                other
                                                                                                                                documents
                                                                                                                                necessary
                                                                                                                                or
                                                                                                                                desirable
                                                                                                                                to
                                                                                                                                accomplish
                                                                                                                                such
                                                                                                                                acceleration.



 


		c.	Demand
                                                                                                                                Payment
                                                                                                                                from
                                                                                                                                Guarantors.
                                                                                                                                Administrative
                                                                                                                                Agent
                                                                                                                                may
                                                                                                                                demand
                                                                                                                                immediate
                                                                                                                                payment
                                                                                                                                from
                                                                                                                                any
                                                                                                                                Guarantor
                                                                                                                                under
                                                                                                                                the
                                                                                                                                Guaranty
                                                                                                                                Agreements,
                                                                                                                                up
                                                                                                                                to
                                                                                                                                the
                                                                                                                                full
                                                                                                                                amount
                                                                                                                                guaranteed,
                                                                                                                                and
                                                                                                                                Guarantors
                                                                                                                                shall
                                                                                                                                upon
                                                                                                                                request
                                                                                                                                execute
                                                                                                                                Demand
                                                                                                                                Promissory
                                                                                                                                Notes
                                                                                                                                not
                                                                                                                                to
                                                                                                                                exceed
                                                                                                                                $1,000,000.



 


		d.	Cumulative
                                                                                                                                Remedies.
                                                                                                                                Except
                                                                                                                                as
                                                                                                                                specifically
                                                                                                                                set
                                                                                                                                forth
                                                                                                                                herein,
                                                                                                                                Administrative
                                                                                                                                Agent’s
                                                                                                                                remedies
                                                                                                                                under
                                                                                                                                this
                                                                                                                                Agreement
                                                                                                                                shall
                                                                                                                                be
                                                                                                                                cumulative
                                                                                                                                and
                                                                                                                                not
                                                                                                                                exclusive,
                                                                                                                                may
                                                                                                                                be
                                                                                                                                pursued
                                                                                                                                individually
                                                                                                                                or
                                                                                                                                collectively
                                                                                                                                as
                                                                                                                                Administrative
                                                                                                                                Agent
                                                                                                                                sees
                                                                                                                                fit.
                                                                                                                                Borrower
                                                                                                                                Parties
                                                                                                                                waive
                                                                                                                                the
                                                                                                                                defense
                                                                                                                                of
                                                                                                                                election
                                                                                                                                of
                                                                                                                                remedies
                                                                                                                                or
                                                                                                                                any
                                                                                                                                similar
                                                                                                                                defense
                                                                                                                                to
                                                                                                                                any
                                                                                                                                remedy
                                                                                                                                selected
                                                                                                                                by
                                                                                                                                Administrative
                                                                                                                                Agent.



 


XI.
Repayment of Loans; Redemption of Preferred Shares by EGL


  


(A)The
proceeds from the Preferred Shares have been designated by EGL to repay the interest and principal of the Loans (Exhibit G). The
application of the proceeds as to which interest and principal will be applied will be directed by the Administrative Agent as
describe herein. If not repaid earlier by proceeds from Preferred Shares or cash from other sources, all outstanding principal
and accrued interest shall become due and payable on April 5, 2015. EGL, as the holder of the Preferred Shares shall have the
option (the “Holder Optional Redemption”), exercisable in whole or in part at any time and from time to time prior
to the third anniversary of the issuance of the Preferred Shares as provided in the Certificate, to require Eastern Resources,
Inc. to purchase for cash, out of legally available funds, any or all of the then-outstanding shares of Preferred Shares at a
price equal to $6.00 per share (the “Holder Optional Redemption Price”), subject to the following limitations and
conditions: 


 


(i)EGL
may not exercise this redemption option until the earlier of (A) six (6) months from the date of issuance of the Preferred Shares
or (B) the date that Eastern Resources, Inc. verifies that it has produced a minimum of 25,000 ounces of gold;


 


(ii)EGL
may not exercise this redemption option for more than one million (1,000,000) shares of Preferred Shares in any calendar quarter,
except that this limitation shall not apply in the last calendar quarter prior to the expiration of this redemption option;


 


(iii)EGL
must give a written notice of its exercise of its redemption option to Eastern Resources, Inc., by delivery in person or by certified,
registered or overnight mail (the “Holder Notice of Redemption”), at least 15 days prior to the date on with the Holder
Optional Redemption will occur (the “Holder Redemption Date”). The Holder Notice of Redemption is effective only upon
receipt by Eastern Resources, Inc. The Holder Notice of Redemption shall include the following information: (a) the Holder Redemption
Date and (ii) the total number of shares of Preferred Shares to be redeemed by Eastern Resources, Inc.; and


 



    	 



    	 



    

 


(iv)the
Holder Optional Redemption price plus any accrued but unpaid preferential dividends must also be paid to EGL no later than 180
days following the Holder Redemption Date for redemptions made in the first (1) year from the date of issuance of the Certificate
and 90 days following the Holder Redemption Date for redemption made in subsequent years


 


		XII.	General
                                                                                                                                  Provisions.



 


		a.	Corporate
                                                                                                                               Authority.
                                                                                                                               Borrower
                                                                                                                               Parties,
                                                                                                                               and
                                                                                                                               each
                                                                                                                               of
                                                                                                                               them,
                                                                                                                               hereby
                                                                                                                               represent
                                                                                                                               and
                                                                                                                               warrant
                                                                                                                               to
                                                                                                                               Administrative
                                                                                                                               Agent
                                                                                                                               that
                                                                                                                               each
                                                                                                                               has
                                                                                                                               full
                                                                                                                               power
                                                                                                                               and
                                                                                                                               authority
                                                                                                                               to
                                                                                                                               enter
                                                                                                                               into
                                                                                                                               this
                                                                                                                               Agreement
                                                                                                                               and
                                                                                                                               that
                                                                                                                               its
                                                                                                                               execution,
                                                                                                                               delivery
                                                                                                                               and
                                                                                                                               performance
                                                                                                                               of
                                                                                                                               this
                                                                                                                               Agreement
                                                                                                                               has
                                                                                                                               been
                                                                                                                               fully
                                                                                                                               authorized
                                                                                                                               and
                                                                                                                               approved,
                                                                                                                               and
                                                                                                                               that
                                                                                                                               no
                                                                                                                               further
                                                                                                                               corporate
                                                                                                                               approvals
                                                                                                                               or
                                                                                                                               consents
                                                                                                                               are
                                                                                                                               required
                                                                                                                               to
                                                                                                                               bind
                                                                                                                               such
                                                                                                                               party.



 


		b.	Binding
                                                                                                                               Effect.
                                                                                                                               The
                                                                                                                               provisions
                                                                                                                               of
                                                                                                                               this
                                                                                                                               Agreement
                                                                                                                               shall
                                                                                                                               inure
                                                                                                                               to
                                                                                                                               the
                                                                                                                               benefit
                                                                                                                               of
                                                                                                                               and
                                                                                                                               be
                                                                                                                               binding
                                                                                                                               upon
                                                                                                                               the
                                                                                                                               parties
                                                                                                                               and
                                                                                                                               their
                                                                                                                               respective
                                                                                                                               heirs,
                                                                                                                               executors,
                                                                                                                               administrators,
                                                                                                                               personal
                                                                                                                               representatives,
                                                                                                                               beneficiaries,
                                                                                                                               successors,
                                                                                                                               and
                                                                                                                               assigns.



 


		c.	Time
                                                                                                                               Is
                                                                                                                               of
                                                                                                                               the
                                                                                                                               Essence.
                                                                                                                               Time
                                                                                                                               is
                                                                                                                               of
                                                                                                                               the
                                                                                                                               essence
                                                                                                                               for
                                                                                                                               each
                                                                                                                               and
                                                                                                                               every
                                                                                                                               provision
                                                                                                                               of
                                                                                                                               this
                                                                                                                               Agreement.



 


		d.	Choice
                                                                                                                               of
                                                                                                                               Law.
                                                                                                                               This
                                                                                                                               Agreement
                                                                                                                               shall
                                                                                                                               be
                                                                                                                               governed
                                                                                                                               by
                                                                                                                               the
                                                                                                                               internal
                                                                                                                               laws
                                                                                                                               of
                                                                                                                               the
                                                                                                                               State
                                                                                                                               of
                                                                                                                               Colorado,
                                                                                                                               without
                                                                                                                               regard
                                                                                                                               to
                                                                                                                               conflict
                                                                                                                               of
                                                                                                                               law
                                                                                                                               principles.
                                                                                                                               The
                                                                                                                               parties
                                                                                                                               attorn
                                                                                                                               to
                                                                                                                               the
                                                                                                                               non-exclusive
                                                                                                                               jurisdiction
                                                                                                                               of
                                                                                                                               the
                                                                                                                               federal
                                                                                                                               and
                                                                                                                               state
                                                                                                                               courts
                                                                                                                               of
                                                                                                                               Colorado
                                                                                                                               as
                                                                                                                               a
                                                                                                                               forum
                                                                                                                               for
                                                                                                                               the
                                                                                                                               resolution
                                                                                                                               of
                                                                                                                               any
                                                                                                                               dispute
                                                                                                                               connected
                                                                                                                               herewith
                                                                                                                               or
                                                                                                                               arising
                                                                                                                               here
                                                                                                                               from.



 


		e.	Complete
                                                                                                                               Agreement.
                                                                                                                               This
                                                                                                                               Agreement
                                                                                                                               states
                                                                                                                               the
                                                                                                                               final
                                                                                                                               and
                                                                                                                               complete
                                                                                                                               agreement
                                                                                                                               of
                                                                                                                               the
                                                                                                                               parties
                                                                                                                               as
                                                                                                                               to
                                                                                                                               the
                                                                                                                               matters
                                                                                                                               set
                                                                                                                               out
                                                                                                                               herein,
                                                                                                                               and
                                                                                                                               supersedes
                                                                                                                               all
                                                                                                                               prior
                                                                                                                               negotiations,
                                                                                                                               representations,
                                                                                                                               and
                                                                                                                               discussions.



 


		f.	Waiver
                                                                                                                               of
                                                                                                                               Jury
                                                                                                                               Trial.
                                                                                                                               THE
                                                                                                                               PARTIES
                                                                                                                               HEREBY
                                                                                                                               KNOWINGLY
                                                                                                                               AND
                                                                                                                               IRREVOCABLY
                                                                                                                               WAIVE
                                                                                                                               ANY
                                                                                                                               RIGHT
                                                                                                                               THEY
                                                                                                                               MAY
                                                                                                                               HAVE
                                                                                                                               TO
                                                                                                                               TRIAL
                                                                                                                               BY
                                                                                                                               JURY
                                                                                                                               OF
                                                                                                                               ANY
                                                                                                                               ISSUES
                                                                                                                               OR
                                                                                                                               DISPUTES
                                                                                                                               ARISING
                                                                                                                               FROM
                                                                                                                               THIS
                                                                                                                               AGREEMENT



 


		g.	Amendments
                                                                                                                               in
                                                                                                                               Writing.
                                                                                                                               This
                                                                                                                               Agreement
                                                                                                                               may
                                                                                                                               not
                                                                                                                               be
                                                                                                                               amended,
                                                                                                                               altered,
                                                                                                                               or
                                                                                                                               waived
                                                                                                                               except
                                                                                                                               in
                                                                                                                               a
                                                                                                                               writing
                                                                                                                               of
                                                                                                                               equal
                                                                                                                               formality
                                                                                                                               to
                                                                                                                               this
                                                                                                                               document
                                                                                                                               and
                                                                                                                               executed
                                                                                                                               by
                                                                                                                               both
                                                                                                                               parties.
                                                                                                                               Unless
                                                                                                                               otherwise
                                                                                                                               specified
                                                                                                                               and
                                                                                                                               agreed,
                                                                                                                               one-time
                                                                                                                               waiver
                                                                                                                               of
                                                                                                                               any
                                                                                                                               right
                                                                                                                               or
                                                                                                                               obligation
                                                                                                                               under
                                                                                                                               this
                                                                                                                               Agreement
                                                                                                                               by
                                                                                                                               either
                                                                                                                               party
                                                                                                                               shall
                                                                                                                               not
                                                                                                                               be
                                                                                                                               interpreted
                                                                                                                               as
                                                                                                                               waiver
                                                                                                                               of
                                                                                                                               such
                                                                                                                               right
                                                                                                                               or
                                                                                                                               obligation
                                                                                                                               on
                                                                                                                               any
                                                                                                                               occasion
                                                                                                                               that
                                                                                                                               arises
                                                                                                                               after
                                                                                                                               such
                                                                                                                               initial
                                                                                                                               waiver.
                                                                                                                               This
                                                                                                                               Agreement
                                                                                                                               may
                                                                                                                               not
                                                                                                                               be
                                                                                                                               amended,
                                                                                                                               altered
                                                                                                                               or
                                                                                                                               waived
                                                                                                                               without
                                                                                                                               the
                                                                                                                               express
                                                                                                                               consent
                                                                                                                               of
                                                                                                                               each
                                                                                                                               of
                                                                                                                               the
                                                                                                                               Administrative
                                                                                                                               Agent
                                                                                                                               and
                                                                                                                               each
                                                                                                                               party
                                                                                                                               agrees
                                                                                                                               that
                                                                                                                               any
                                                                                                                               amendment,
                                                                                                                               alteration
                                                                                                                               or
                                                                                                                               waiver
                                                                                                                               made
                                                                                                                               in
                                                                                                                               breach
                                                                                                                               of
                                                                                                                               this
                                                                                                                               provision
                                                                                                                               will
                                                                                                                               not
                                                                                                                               be
                                                                                                                               effective.



 



    	 



    	 



    

 


 


		h.	Disclaimer
                                                                                                                               of
                                                                                                                               Partnership.
                                                                                                                               This
                                                                                                                               Agreement
                                                                                                                               has
                                                                                                                               been
                                                                                                                               negotiated
                                                                                                                               at
                                                                                                                               arms-
                                                                                                                               length
                                                                                                                               and
                                                                                                                               the
                                                                                                                               parties
                                                                                                                               specifically
                                                                                                                               disclaim
                                                                                                                               any
                                                                                                                               partnership
                                                                                                                               or
                                                                                                                               joint
                                                                                                                               venture
                                                                                                                               arrangement
                                                                                                                               arising
                                                                                                                               from
                                                                                                                               this
                                                                                                                               document.
                                                                                                                               This
                                                                                                                               Agreement
                                                                                                                               shall
                                                                                                                               not
                                                                                                                               be
                                                                                                                               construed
                                                                                                                               to
                                                                                                                               create,
                                                                                                                               expressly
                                                                                                                               or
                                                                                                                               by
                                                                                                                               implication,
                                                                                                                               a
                                                                                                                               joint
                                                                                                                               venture,
                                                                                                                               mining
                                                                                                                               partnership,
                                                                                                                               commercial
                                                                                                                               partnership,
                                                                                                                               or
                                                                                                                               other
                                                                                                                               partnership
                                                                                                                               relationship
                                                                                                                               between
                                                                                                                               or
                                                                                                                               among
                                                                                                                               Administrative
                                                                                                                               Agent
                                                                                                                               and
                                                                                                                               Borrower
                                                                                                                               Parties



 


		i.	Notices.
                                                                                                                               All
                                                                                                                               notices,
                                                                                                                               designations
                                                                                                                               or
                                                                                                                               other
                                                                                                                               documents
                                                                                                                               required
                                                                                                                               or
                                                                                                                               authorized
                                                                                                                               by
                                                                                                                               the
                                                                                                                               terms
                                                                                                                               of
                                                                                                                               this
                                                                                                                               Agreement
                                                                                                                               shall
                                                                                                                               be
                                                                                                                               in
                                                                                                                               writing
                                                                                                                               and
                                                                                                                               shall
                                                                                                                               be
                                                                                                                               personally
                                                                                                                               delivered,
                                                                                                                               or
                                                                                                                               mailed
                                                                                                                               by
                                                                                                                               registered
                                                                                                                               or
                                                                                                                               certified
                                                                                                                               mail,
                                                                                                                               first
                                                                                                                               class
                                                                                                                               postage
                                                                                                                               prepaid,
                                                                                                                               return
                                                                                                                               receipt
                                                                                                                               requested,
                                                                                                                               or
                                                                                                                               transmitted
                                                                                                                               by
                                                                                                                               facsimile
                                                                                                                               machine
                                                                                                                               in
                                                                                                                               a
                                                                                                                               manner
                                                                                                                               which
                                                                                                                               confirms
                                                                                                                               transmission
                                                                                                                               to
                                                                                                                               the
                                                                                                                               recipient,
                                                                                                                               addressed
                                                                                                                               as
                                                                                                                               stated
                                                                                                                               in
                                                                                                                               the
                                                                                                                               Loan
                                                                                                                               Agreement.



 


		j.	Counterparts.
                                                                                                                               This
                                                                                                                               Agreement
                                                                                                                               may
                                                                                                                               be
                                                                                                                               executed
                                                                                                                               in
                                                                                                                               counterparts
                                                                                                                               and
                                                                                                                               signatures
                                                                                                                               may
                                                                                                                               be
                                                                                                                               delivered
                                                                                                                               by
                                                                                                                               electronic
                                                                                                                               scanning
                                                                                                                               (such
                                                                                                                               as
                                                                                                                               pdf)
                                                                                                                               or
                                                                                                                               facsimile,
                                                                                                                               and
                                                                                                                               such
                                                                                                                               signatures
                                                                                                                               taken
                                                                                                                               together
                                                                                                                               shall
                                                                                                                               constitute
                                                                                                                               a
                                                                                                                               single
                                                                                                                               original
                                                                                                                               instrument
                                                                                                                               dated
                                                                                                                               as
                                                                                                                               of
                                                                                                                               the
                                                                                                                               date
                                                                                                                               first
                                                                                                                               shown
                                                                                                                               above.



 


		k.	Non-subordination
                                                                                                                               to
                                                                                                                               Project
                                                                                                                               Financing.
                                                                                                                               Except
                                                                                                                               as
                                                                                                                               specifically
                                                                                                                               agreed
                                                                                                                               in
                                                                                                                               advance
                                                                                                                               in
                                                                                                                               writing
                                                                                                                               signed
                                                                                                                               by
                                                                                                                               Administrative
                                                                                                                               Agent,
                                                                                                                               Administrative
                                                                                                                               Agent
                                                                                                                               shall
                                                                                                                               be
                                                                                                                               under
                                                                                                                               no
                                                                                                                               obligation
                                                                                                                               to
                                                                                                                               subordinate
                                                                                                                               to
                                                                                                                               Project
                                                                                                                               Financing
                                                                                                                               at
                                                                                                                               either
                                                                                                                               the
                                                                                                                               Elkhorn
                                                                                                                               Mine
                                                                                                                               or
                                                                                                                               the
                                                                                                                               Montana
                                                                                                                               Tunnels
                                                                                                                               Mine.



 


[Signature
Page Follows]


 



    	 



    	 



    

 


IN
WITNESS WHEREOF, each of the undersigned have caused this Agreement to be duly executed, delivered and authorized as of the date
first written above.


 





	ELKHORN
    GOLDFIELDS, LLC, 
	 
	A Delaware
    limited liability company
	 
	By:	/s/
    Robert Trenaman
	 	Robert
    Trenaman, President 


  


	MFPI PARTNERS, LLC,
	 
	A Delaware limited liability company,
	 
	By:	/s/
    Patrick Imeson
	 	Patrick
    Imeson, Manager


 


	ADMINISTRATIVE
    AGENT
	 
	/s/
    Gordon Snyder	 
	Gordon
    Snyder




 


	Exhibit
    A	 	Dates
    and Original Principal Balances of Notes
	Exhibit B	 	Form of Allonges
	Exhibit C	 	Loan Amounts Outstanding
    and Reinstatement Payment Schedules
	Exhibit D	 	Certificate of Designation
    for 10,000,000 shares of Eastern Resources, Inc. Series A Preferred Stock
	Exhibit E	 	Pledge Agreement
	Exhibit F	 	Tri-Party Agreement
    among Administrative Agent, EGL and Eastern Resources, Inc.
	Exhibit G	 	Repayment Schedule