TRI-PARTY AGREEMENT:


CONSENT TO TRANSFER OF CONTROL OF MORTGAGOR


AND ACKNOWLEDGEMENT OF PLEDGE AGREEMENT


 


THIS TRI-PARTY AGREEMENT:
CONSENT TO TRANSFER OF CONTROL OF MORTGAGOR AND ACKNOWLEDGEMENT OF PLEDGE AGREEMENT is made this 6th day of April,
2012, by and among ELKHORN GOLDFIELDS, LLC, a Delaware limited liability company (“EGL”), Eastern
Resources, Inc., a Delaware corporation, a publicly traded corporation (“ESRI”) and GORDON SNYDER,
as Administrative Agent on behalf of the noteholders under the terms of certain Loan Agreements in which EGL is the Borrower (“Administrative
Agent”).


 


WHEREAS, EGL has executed
and delivered certain promissory notes on various dates and in various amounts (the “Notes”) evidencing the obligations
of EGL to pay certain sums with interest to the holders thereof. The Notes are secured in part by two (2) instruments, (i) Mortgage,
Security Agreement, Assignment of Leases and Rents, and Fixture Filing executed and delivered by Elkhorn Goldfields, Inc., a Montana
corporation (“EGI”), in favor of Administrative Agent for the benefit of the noteholders, recorded on May 29, 2009
in the official records of Jefferson County, Montana as documents numbered 233612 (mortgage) and 233614 (First Priority UCC filing)
(the “Elkhorn Mine Mortgage,”) and (ii) Mortgage, Security Agreement, Assignment of Leases and Rents, and Fixture Filing
in favor of Administrative Agent executed and delivered by Montana Tunnels Mining, Inc., a Delaware corporation (“MTMI”),
as mortgagor for the benefit of the noteholders, 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 Mortgages,” together with the
Elkhorn Mine Mortgages, the “Mortgages”). The Mortgages and their associated fixture filings constitute first liens
on the mining properties located in Jefferson County, Montana, commonly known as “The Elkhorn Mine” and “The
Montana Tunnels Mine” (together, the “Property”); and


 


WHEREAS, among
the covenants of EGL, EGI and MTMI and in the Mortgages is a restriction on sale or transfer of the Property without the prior
written consent of Administrative Agent, including in the definition of sale or transfer a change in the ownership and control
of Mortgagor; and


 


WHEREAS, EGL
has requested that Administrative Agent consent to the transfer of all of EGL’s interest in 100% of the total outstanding
shares of EGI and MTMI to ESRI, thereby transferring ownership and control of Mortgagor from EGL to ESRI; and


 


WHEREAS, Administrative
Agent has agreed to consent to the transfer of ownership and control of EGI and MTMI from EGL to ESRI, provided that ESRI acknowledge
and agree to cause Mortgagor to perform and keep all the covenants and obligations of EGI and MTMI as set forth in the Mortgages;


 


WHEREAS, the
Notes are also secured in part by that certain Pledge Agreement dated as of even date herein (“Pledge Agreement”),
given by EGL to Administrative Agent, acting on behalf of the holders of the Notes, by which EGL agrees to pledge to Administrative
Agent 10,000,000 shares of Series A Preferred shares of ESRI (“Preferred Shares”) issued to EGL; and


 



    	 



    	 



    

 


WHEREAS, EGL
has requested that ESRI consent to the pledge of all of EGL’s interest in the Preferred Shares to Administrative Agent, to
secure the obligations of EGL to Administrative Agent; and


 


NOW THEREFORE,
for good and valuable consideration, the receipt and sufficiency of which is acknowledged by the parties by their undersigned signatures,
the parties agree to the following terms and conditions:


 


1.          EGL
and ESRI acknowledge for the benefit of Administrative Agent that they are familiar with the covenants and obligations of EGI and
MTMI as set forth in the Mortgages and that EGL has disclosed to ESRI all material information known to EGL to enable ESRI to make
an informed decision to acquire ownership and control of EGI and MTMI.


 


2.          Neither
EGL nor ESRI has and each hereby expressly disclaims on behalf of EGI and MTMI (a) any defense which EGI and/or MTMI may have or
claim to have which would or might in any way excuse EGI and/or MTMI from performance of all obligations of the Mortgages, and
(b) any default or claim of default under the Mortgages which EGI and/or MTMI may have or claim against Administrative Agent. 


 


3.          ESRI
agrees to cause Mortgagor to perform and observe the covenants and obligations of Mortgagor as set forth in the Mortgages. 


 


4.          EGL
and Administrative Agent acknowledge for the benefit of ESRI that EGL has certain obligations to Administrative Agent and has agreed
to pledge all of EGL’s interest in the Preferred Shares as security for its obligations to Administrative Agent, as is more
fully set forth in the Pledge Agreement.


 


5.          ESRI
acknowledges and agrees that ESRI will, upon notice from Administrative Agent of the default of EGL under the Pledge Agreement,
treat Administrative Agent as the owner and holder of the Preferred Shares, including without limitation the right to tender the
Preferred Shares to ESRI for redemption as provided in Section 5 (A) and (B) of the terms and conditions of the Preferred Shares
Certificate of Designation. 


 


6.          Each
of EGL and ESRI hereby waive, discharge, and release Administrative Agent from and against any and all claims which may have arisen
or which may hereafter arise on account of any actions or failures to act by Administrative Agent under or with respect to the
Mortgages prior to the date of this Agreement.


 


This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original. Said counterparts shall constitute one and the same agreement and shall be binding
upon each of the undersigned as though all had signed one agreement.


 


[Signature Page Follows]


 



    	 



    	 



    

 


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


 


Executed and delivered by each of the undersigned
as of the date first above written.


 


“EGL”:


 


Elkhorn Goldfields, LLC,


a Delaware limited liability company


 


	By:	/s/  Robert Trenaman	 
	 	Robert Trenaman	 
	 	Its: President	 


 


“ESRI”:


 


Eastern Resources, Inc., a Delaware corporation


 


	By:	/s/ Thomas H. Hanna, Jr.	 
	Name:	Thomas H. Hanna, Jr.	 
	Title:	President	 


 


“ADMINISTRATIVE AGENT”:


 


	/s/ Gordon Snyder	 
	Gordon Snyder