LOCK-UP AGREEMENT


 


This LOCK-UP AGREEMENT
(this “Agreement”) is made as of __________, 2012, by and between the undersigned person or entity (the “Restricted
Holder”) and Eastern Resources, Inc., a Delaware corporation (the “Company”). Capitalized terms used and not
otherwise defined herein shall have the meanings given to such terms in the Merger Agreement (as defined herein).


 


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


 


WHEREAS, the Restricted
Holder is a beneficial owner of ______________ free trading shares of common stock, par value $0.001 per share (the “Common
Stock”) of the Company;


 


WHEREAS, the Merger
Agreement provides that, among other things, forty percent (40%) of the free trading shares of Common Stock owned by the Restricted
Holder immediately prior to the closing of the Merger (the “Restricted Securities”) shall be subject to certain restrictions
on Disposition (as defined herein) during the period of twelve (12) months immediately following the closing date of the Merger,
all as more fully set forth herein. The twelve (12) month lock-up period is hereafter referenced to as the “Restricted Period.”


 


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


 


1.           Lock
Up Period.


 


(a)         During
the Restricted Period, the Restricted Holder will not, directly or indirectly: (i) offer, pledge, sell, contract to sell, sell
any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of,
make any short sale, lend or otherwise dispose of or transfer any Restricted Securities or any securities convertible into or exercisable
or exchangeable for Restricted Securities, or (ii) enter into any swap or any other agreement or any transaction that transfers,
in whole or in part, directly or indirectly, any of the economic consequences of ownership of any Restricted Securities (with the
actions described in clause (i) or (ii) above being hereinafter referred to as a “Disposition”). The foregoing restrictions
are expressly agreed to preclude the Restricted Holder from engaging in any hedging or other transaction which is designed to or
which reasonably could be expected to lead to or result in a sale or disposition of any of the Restricted Securities of the Restricted
Holder during the Restricted Period, even if such securities would be disposed of by someone other than the Restricted Holder.


 



    	 



    	 



    

 


 


(b)         In
addition, during the Restricted Period, the Restricted Holder will not, directly or indirectly, effect or agree to effect any short
sale (as defined in Rule 200 under Regulation SHO of the Securities Exchange Act of 1934 (the “Exchange Act”)), whether
or not against the box, establish any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act)
with respect to the Common Stock, borrow or pre-borrow any shares of Common Stock, or grant any other right (including, without
limitation, any put or call option) with respect to the Common Stock or with respect to any security that includes, is convertible
into or exercisable for or derives any significant part of its value from the Common Stock or otherwise seek to hedge the Restricted
Holder’s position in the Common Stock.


 


(c)         Notwithstanding
anything contained herein to the contrary, the Restricted Holder shall be permitted to engage in any Disposition where the other
party to such Disposition is another Restricted Holder or and Disposition to an affiliate as long as such affiliate executes a
copy of this Agreement.


 


2.           Escrow
of Shares. In accordance with the terms of the Merger Agreement, the Restricted Securities will, upon issuance, be held
in escrow by Gottbetter & Partners, LLP, as escrow agent pursuant to an Escrow Agreement dated the date hereof (the “Escrow
Agreement”). Upon termination of the Restricted Period and release of the Restricted Securities from escrow, the lock up
restriction on the Restricted Securities will no longer apply.


 


3.           Legends;
Stop Transfer Instructions.


 


(a)         In
addition to any legends to reflect applicable transfer restrictions under federal or state securities laws, each stock certificate
representing Restricted Securities shall be stamped or otherwise imprinted with the following legend:


 


“THE SECURITIES REPRESENTED
HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS OF A LOCK-UP AGREEMENT, DATED AS OF __________, 2012, BETWEEN THE HOLDER HEREOF
AND THE ISSUER AND MAY ONLY BE SOLD OR TRANSFERRED IN ACCORDANCE WITH THE TERMS THEREOF.”


 


(b)         The
Restricted Holder hereby agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent
and registrar against the transfer of the Restricted Securities or securities convertible into or exchangeable for Restricted Securities
held by the Restricted Holder except in compliance with this Agreement.


 



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4.             Miscellaneous.


 




(a)         Specific
Performance. The Restricted Holder agrees that in the event of any breach or threatened breach by the Restricted Holder of
any covenant, obligation or other provision contained in this Agreement, then the Company shall be entitled (in addition to any
other remedy that may be available to the Company) to: (i) a decree or order of specific performance or mandamus to enforce the
observance and performance of such covenant, obligation or other provision; and (ii) an injunction restraining such breach or threatened
breach. The Restricted Holder further agrees that neither the Company nor any other person or entity shall be required to obtain,
furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this
Section 3, and the Restricted Holder irrevocably waives any right that he, she, or it may have to require the obtaining, furnishing
or posting of any such bond or similar instrument.


 


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


 


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


 


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


 


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


 


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


 



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


 


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


 


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


 


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


 



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


 


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


 


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


 


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


 


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


 


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


 


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


 


[signature
page follows]


 



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


 


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


 



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


 


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


 



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