TERMINATION OF INVESTMENT AGREEMENT


 


This Termination of
Investment Agreement (this “Agreement”) is made as of April 6, 2012 (the “Effective Date”), by and between
Buzz Kill, Inc., a New York corporation (“Buzz Kill”), and Eastern Resources, Inc., a Delaware corporation (“ESRI”).
Each of Buzz Kill and ESRI may hereinafter be referred to as a “Party” and may collectively be referred to as the “Parties”.


 


RECITALS


 


WHEREAS, the Parties
entered into the Investment Agreement, dated as of May 1, 2007 (the “Investment Agreement”), pursuant to which ESRI
provided Buzz Kill with the amount of Eight Hundred Thousand Dollars ($800,000) in connection with the production of a motion picture
entitled “Buzz Kill”; and


 


WHEREAS, the Parties
have elected to terminate the Investment Agreement on the terms and conditions set forth herein and to terminate, release and discharge
each other of any and all obligations and security interests created under the Investment Agreement, wherever they may be;


 


NOW, THEREFORE,
in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby,
the Parties hereby agree as follows:


 


1.       Termination
of Investment Agreement. Each Party hereto, on behalf of itself and its affiliates and its and their respective predecessors,
successors, parents, subsidiaries, agents, attorneys, officers, employees, directors, members, managers, partners, shareholders,
representatives and assigns (collectively, the “Releasing Parties,” each a “Releasing Party”), severally
agrees (notwithstanding and irrespective of any agreement, document, matter, or thing (including, but not limited to, any terms
of the Investment Agreement)) that the Investment Agreement is hereby terminated in its entirety (including, but not limited to,
any and all powers of attorney granted therein) and that the Investment Agreement shall have no force and/or effect (past, present
and /or future) whatsoever. For the avoidance of doubt, ESRI confirms that (i) ESRI no longer has a right to recoup its $800,000
investment in Buzz Kill and (ii) Buzz Kill no longer is required to share 50% of its net revenue with ESRI.


 


2.       Release
of Obligations. No Party hereto shall have any right, obligation, and/or liability (past, present or future) whatsoever arising
under or in connection with the Investment Agreement. Each Releasing Party agrees that each other Party to the Investment Agreement,
including its affiliates and its and their respective predecessors, successors, parents, subsidiaries, agents, attorneys, officers,
employees, directors, members, managers, partners, shareholders, representatives and assigns (collectively, the “Released
Parties”, each a “Released Party”), is irrevocably and unconditionally fully released and discharged from any
and all liabilities, obligations, adjustments, executions, offsets, actions, causes of action, suits, debts, costs, expenses, sums
of money, accounts, reckonings, bonds, bills, covenants, contracts, controversies, agreements, promises, damages, judgments, claims,
demands and/or losses whatsoever, whether known or unknown, asserted or unasserted, liquidated or unliquidated, absolute or contingent,
accrued or non-accrued, actual and/or prospective (collectively, “Claims”, each a “Claim”), which any Releasing
Party may in the past, future or present have or claim to have or assert against any Released Party, relating to, arising under
or in connection with any of the Investment Agreement. Each Releasing Party represents and warrants to each Released Party that
it has not assigned or transferred or purported to assign or transfer to any person or entity all or any portion of any Claim released
by the Releasing Parties herein


 



    	 



    	 



    

 


3.       (a)       Buzz
Kill represents that it is not in breach of the Investment Agreement as of the Effective Date.


 


(b)       ESRI
represents that it is not in breach of the Investment Agreement as of the Effective Date.


 


4.       Governing
Law.    This Agreement and all the rights and duties of the Parties arising from or relating to the subject
matter of this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York,
without regard to conflicts of laws principles.


 


5.       Consent
to Jurisdiction and Service of Process.    All judicial proceedings brought against the Parties hereto
arising out of or relating to this Agreement, or any obligations hereunder, may be brought in any state or federal court of competent
jurisdiction in the state, county and city of New York.


 


6.       Waiver
of Jury Trial.    THE PARTIES HERETO HEREBY AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY
CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING
OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING, WITHOUT
LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS.


 


7.       Further
assurances.    In respect of the matters set forth in this Agreement, each of the Parties hereto shall
do and execute or procure to be done and executed all necessary acts, deeds, documents and/or things as may be reasonably requested
of it by any other Party hereto by written notice to give effect to this Agreement.


 


8.       Amendment
and Waiver.    No provision of this Agreement may be waived or amended except in a written instrument signed
by the Parties.


 


9.       Severability.    If
any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public
policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the
economic or legal substance of this Agreement is not affected in any manner materially adverse to any Party. Upon such determination
that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith
to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner.


 



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10.       Assignment.    No
Party may, without the prior written consent of each other Party, assign any of its rights or transfer any of its obligations under
this Agreement.


 


11.       Entire
Agreement.    This Agreement sets forth the final agreement among the Parties as to the subject matter
hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations, both written and oral, among the
Parties regarding the subject matter hereof.


 


12.       Counterparts.    This
Agreement may be executed and delivered (including by facsimile transmission) in one or more counterparts, and by the different
Parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together
shall constitute one and the same agreement.


 


[SIGNATURE PAGE FOLLOWS]


 



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IN WITNESS WHEREOF,
the parties have executed this Termination of Investment Agreement as of the Effective Date.


 


	BUZZ KILL, INC.	 	EASTERN RESOURCES, INC.
	 	 	 
	By:	/s/  Thomas H. Hanna, Jr.	 	/s/ Thomas H. Hanna, Jr.
	Name:  Thomas H. Hanna, Jr.	 	Name:  Thomas H. Hanna, Jr.
	Title:    President	 	Title:     President


 



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