MANAGEMENT SERVICES AGREEMENT


 


THIS AGREEMENT is
made and entered into April 6, 2012 by and between BLACK DIAMOND FINANCIAL GROUP, LLC, a limited liability company (“BDFG”),
and EASTERN RESOURCES, INC, a Delaware corporation (“ESRI” or the “Company”).


 


RECITALS


 


WHEREAS, ESRI
has requested BDFG provide (i) management, financial and accounting services and (ii) certain office space.


 


WHEREAS, ESRI
has requested BDFG and certain of its principals to serve as executives of the Company; and




WHEREAS, BDFG is willing to perform such services on the terms and conditions specified herein,


 


NOW, THEREFORE
in consideration of the foregoing and the mutual terms and provisions contained in this Agreement, the parties hereto agree as
follows:


 


1.           Engagement.


 


The Company hereby
engages BDFG and certain of its principals to serve as various Senior Executives and provide Management, Financial and Accounting
Services. BDFG shall also provide office space, utilities, and telecommunications services to ESRI at no cost. BDFG accepts the
engagement on the basis specified herein.


 


2.           Term.


 


(a)          The
initial term of this Agreement (“Initial Term”) shall commence on the date hereof and end on April _____, 2015, unless
sooner terminated in accordance with Section 2(b) below. Thereafter, this Agreement shall be extended for successive one year terms
(each a “Renewal Term” and, together with the Initial Term, the “Term”), unless either party provides written
notice to the other party at least thirty (30) days prior to the end of the then-current Term of its election to terminate this
Agreement.


 


(b)          Neither
party (“Non-Breaching Party”) may terminate this Agreement prior to the end of the then-current Term unless the other
party (“Breaching Party”) commits a material breach of this Agreement, the Non-Breaching Party provides the Breaching
Party detailed, written notice of the material breach, and: (i) the material breach remains uncured thirty (30) days after the
Breaching Party receives the written notice; or (ii) if the material breach is not capable of being cured within thirty (30) days,
if the Breaching Party fails to commence efforts to cure the material breach within such thirty (30) day period or fails to diligently
continue such efforts to completion.


 


(c)          Notwithstanding
Section 2(b) above, Company may terminate this Agreement for its convenience prior to the end of the then-current Term; provided,
however, that if Company elects to terminate this Agreement for its convenience, the Company shall pay to BDFG on the termination
date an amount equal to $15,000 multiplied by the number of months (including the month of termination) remaining in the then-current
Term.


 



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3.           Services.


 


(a)          In
consideration for the performance by the Company of its obligations and the other agreements of the Company hereunder, BDFG agrees
to perform the services specified in this Section 3 (collectively, the “Services”).


 


(b)          The
Services shall consist of normal financial advisory services to be rendered to a start-up company in need of a broad array of financial
advice, as well as certain specific services, including without limitation the following:


 


(i)          providing
access to certain of BDFG’s principals, for the purpose of furnishing leadership and advisory services to the Company in
such manner and capacity as the Company and BDFG mutually determine.


 


(ii)         assisting
the Company in the development and maintenance of its financial plan, including budgeting, financial management and planning, resource
allocation, accounting, reporting and other similar matters.


 


(iii)        assisting
the Company in the development, structuring and implementation of its capital access strategies, including without limitation all
bank and  third party financings, which involve the raising of capital for the Company, whether equity, debt, convertible
securities or otherwise.


 


(c)          BDFG
agrees to keep confidential all information received by it from the Company during the Term which is either identified by the Company
or which may otherwise reasonably be considered proprietary or confidential in nature, except to the extent (i) such information
is disclosed by BDFG in the performance of Services at the request or with the consent of the Company; (ii) such information is
in the public domain or is otherwise disclosed by or on behalf of someone other than BDFG (other than as a result of a breach of
this Agreement by BDFG or its directors, managers, officers, employees and agents); or (iii) BDFG is otherwise required to disclose
such information by a court or administrative agency of appropriate jurisdiction.


(d)          BDFG
shall in the performance of this Agreement comply with all applicable laws, rules, regulations and orders.


 


4.           Office
Space.


 


During the Term, BDFG
shall provide sufficient office space, utilities and telecommunications services to ESRI executives at BDFG’s facility on
1610 Wynkoop Street, Suite 400, Denver, Colorado 80202 at no cost.


 


5.           Representations
and Warranties of the Company.


 


(a)          The
Company represents and warrants that it has the full power and authority to execute, deliver and perform this Agreement, that its
execution, delivery and performance has been duly authorized by all necessary action and that this Agreement is the valid and binding
agreement of the Company, enforceable against it in accordance with its terms.


 


(b)          All
representations, warranties and other information provided by the Company to BDFG hereunder, shall be true and correct as of the
date given or made in all material respects and shall not contain any untrue fact or fail to state a material fact required to
be given or stated therein or necessary to make the information so given or stated not misleading


 



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6.           Agreements
of the Company.


 


(a)          The
Company agrees to provide BDFG and its authorized representatives with full access at all reasonable times and upon reasonable
prior notice to the Company’s books and accounts, records, personnel, facilities, properties and assets so as to enable BDFG
to gain the knowledge regarding the Company necessary for the performance of Services.


 


(b)          Upon
the reasonable request of BDFG, the Company will provide it with all such information, data, compilations, summaries, descriptions
and other materials that BDFG deems reasonable and appropriate in connection with the performance of Services.


 


(c)          The
Company agrees to provide BDFG with reasonable prior notice of, and the right to attend, all meetings of its shareholders and board
of directors.


 


(d)          The
Company agrees to indemnify and hold BDFG, its directors, managers, officers, employees and agents and each person, if any, who
controls BDFG harmless from and against any and all claims, losses, liabilities, damages, demand suits, judgments, or causes of
action, which may result from or grow or arise in any manner out of the services performed pursuant to this Agreement, other than
those caused by the gross negligence, dishonesty or fraud by any such person.


 


7.           Compensation.


 


(a)          In
consideration of the agreement of BDFG to perform Services hereunder, the Company covenants and agrees to pay BDFG a financial
advisory retainer fee equal to $15,000 a month and payable on the 1th day of each month. If, in any month, BDFG renders
Services in excess of 125 hours, BDFG shall be entitled to further compensation at a rate equal to $200 per each additional hours
of Services rendered in the applicable month. The Company shall be entitled to a reasonable accounting by BDFG for the Services
rendered each month, but BDFG shall be entitled to its monthly retainer fee regardless of the number of hours rendered by it during
the particular month.


 


(b)          In
addition to the fee payable pursuant to (a) above, ESRI will issue certain principals and employees of BDFG options under the Company’s
2012 Equity Incentive Plan to purchase an aggregate of 100,000 shares of ESRI common stock to employees of BDFG as designated by
BDFG.


 


(c)          In
addition to the foregoing, the Company agrees to pay or reimburse BDFG, its principals or employees promptly upon invoice for its
reasonable expenses paid or incurred by it in the performance of Services.


 


8.           Entire
Agreement and Amendments.


 


This Agreement constitutes
the entire agreement of the parties with respect to the subject matter hereof, and replaces, cancels and supercedes (i) any prior
agreements of the parties and (ii) that certain Financial Advisory Agreement dated as of November 1, 2010, as amended as of January
12, 2011, by and between BDFG and Elkhorn Goldfields LLC. This Agreement shall not be changed, altered, modified or amended, except
by a written agreement signed by both parties hereto. No amendment, supplement, waiver or modification to this Agreement shall
be effective unless it is in writing and signed by the Company and BDFG.


 



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9.           Notices.


 


All notices, requests
and demands to or upon the respective parties hereto shall be effective and shall be deemed to have been duly given or made, unless
otherwise expressly provided herein, when deposited in the mail, postage prepaid, or when made by hand delivery or recognized commercial
overnight delivery service and addressed:


 


	If to ESRI:	Eastern Resources Inc.
	 	1610 Wynkoop Street, #400
	 	Denver, CO 80202
	 	Attention: Robert Trenaman
	 	 
	If to BDFG:	Black Diamond Financial Group LLC
	 	1610 Wynkoop Street, #400
	 	Denver, CO 80202
	 	Attention: Patrick Imeson
	 	 
	with a copy to:	Steve Levine
	 	Messner & Reeves
	 	1430 Wynkoop Street, Suite 300
	 	Denver, CO 80202


 


Addresses to which notices shall be sent
may be changed by providing each party with notice of the change in address in the method provided above.


 


9.           Survival
of Representation and Warranties.


 


All representations
and warranties made by the Company in this Agreement and in any statement delivered pursuant hereto shall survive the execution
and delivery of this Agreement.


 


10.         Successors
and Assigns. 


 


This Agreement shall
be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Neither this Agreement
nor any right or obligation hereunder may be assigned by BDFG, without the consent of the Company. The Company may assign this
Agreement and its right and obligations hereunder, in whole or in part, to any parent or affiliate that expressly assumes and agrees
to perform this Agreement in the same manner and to the same extent that the Company would have been required to in the absence
of such assignment.


 


11.         Counterparts.


 


This Agreement may
be executed by the parties to this Agreement on any number of separate counterparts; and all of the counterparts taken together
shall be deemed to constitute one and the same instrument. Additionally, a facsimile counterpart of this Agreement shall have the
same effect as an originally executed counterpart.


 


12.         Governing
Law.


 


This Agreement, and
the rights and obligations of the parties under this Agreement shall be governed by, and construed and interpreted in accordance
with, the laws of the State of Colorado (without reference to the choice of law provisions of state law) except with respect to
matters of law concerning the internal corporate affairs of any corporate entity which is a party to or the subject of this Agreement,
and as to those matters the law of the jurisdiction under which the respective entity derives its powers shall govern.


 



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13.         Severability.


 


If any section, clause
or provision of this Agreement is ruled invalid or unenforceable by a court of competent jurisdiction, the invalidity or unenforceability
thereof shall not affect any of the remaining sections, clauses or provisions hereof or thereof, and this Agreement shall continue
in full force and effect as if such invalid or unenforceable provision had not been contained therein.


 


[SIGNATURE PAGE FOLLOWS]


 



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IN WITNESS WHEREOF, the parties
hereto have caused this Management Services Agreement to be duly executed and delivered as of the date and year specified above.


 


	 	EASTERN RESOURCES, INC.
	 	 	 
	 	By:	/s/ Robert Trenaman
	 	Name: Robert Trenaman,
	 	Title:   Chief Operating Officer
	 	 	 
	 	BLACK DIAMOND FINANCIAL GROUP LLC
	 	 	 
	 	By:	/s/ Patrick Imeson
	 	Name: Patrick Imeson
	 	Title:   Managing Director


 



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