CANCELLATION AGREEMENT


 


CANCELLATION AGREEMENT,
dated April 6, 2012 (this “Agreement”), by and between, Eastern Resources, Inc., a Delaware corporation
(the “Company”), and Dylan Hundley (the “Cancelling Party”).


 


BACKGROUND


 


WHEREAS, in connection
with a proposed merger transaction (the “Merger”) between the Company and an unrelated third party, Buzz Kill, Inc.
(“Buzz Kill”), a wholly owned subsidiary of ESRI, is entering into a Split-Off Agreement with ESRI pursuant to which
certain shareholders of ESRI (the “Shareholders”) will exchange their shares of common stock of ESRI for shares of
common stock of Buzz Kill and Buzz Kill will be split off from ESRI with, as a result, the Shareholders becoming the owners of
Buzz Kill (the “Split-Off”), the Split-Off being a condition precedent to the consummation of the Merger;


 


WHEREAS, the Cancelling
party is the record and beneficial owner of 5,751,000 shares of the common stock of ESRI (the “Shares”); and


 


WHEREAS,
in an effort to enhance ESRI’s ability complete the Split-Off and the Merger and to induce certain of the Shareholders to
agree to the Split-Off, the Cancelling Party desires to have cancelled and ESRI desires to cancel the Shares.


 


AGREEMENT


 


NOW, THEREFORE, in
consideration of the mutual promises herein contained and for other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto agree as follows:


 


1.            Cancellation
of Shares. The Cancelling Party has delivered to the Company for cancellation stock certificates representing the Shares along
with duly executed medallion guaranteed stock powers covering the Shares (or such other documents acceptable to the Company’s
transfer agent) and hereby irrevocably instructs the Company and the Company’s transfer agent to cancel the Shares such that
the Shares will no longer be outstanding on the stock ledger of the Company and such that the Cancelling Party shall no longer
have any interest in the Shares whatsoever. The Company shall promptly deliver to the Company’s transfer agent irrevocable
instructions providing for the cancellation of the Shares.


 


2.            Representations
by the Cancelling Party.


 


(a)             The Cancelling
Party owns the Shares, of record and beneficially, free and clear of all liens, claims, charges, security interests, and encumbrances
of any kind whatsoever. The Cancelling Party has sole control over the Shares or sole discretionary authority over any account
in which they are held. Except for this Agreement, no person has any option or right to purchase or otherwise acquire the Shares,
whether by contract of sale or otherwise, nor is there a “short position” as to the Shares.


 


(b)             The Cancelling
Party has full right, power and authority to execute, deliver and perform this Agreement and to carry out the transactions contemplated
hereby. This Agreement has been duly and validly executed and delivered by the Cancelling Party and constitutes a valid, binding
obligation of the Cancelling Party, enforceable against it in accordance with its terms (except as such enforceability may be limited
by laws affecting creditor's rights generally).


 



    	 



    	 



    

 


 


3.             Further
Assurances. Each party to this Agreement will use his or its best efforts to take all action and to do all things necessary,
proper, or advisable in order to consummate and make effective the transactions contemplated by this Agreement (including the execution
and delivery of such other documents and agreements as may be necessary to effectuate the cancellation of the Shares).


 


4.             Amendment
and Waiver. Any term, covenant, agreement or condition of this Agreement may be amended, with the written consent of the Company
and the Cancelling Party, or compliance therewith may be waived (either generally or in a particular instance and either retroactively
or prospectively), by one or more substantially concurrent written instruments signed by the Company and the Cancelling Party.


 


5.             Survival
of Agreements, Representations and Warranties, etc. All representations and warranties contained herein shall survive the execution
and delivery of this Agreement.


 


6.             Successors
and Assigns. This Agreement shall bind and inure to the benefit of and be enforceable by the Company and the Cancelling Party,
and their respective successors and assigns.


 


7.             Governing
Law. This Agreement (including the validity thereof and the rights and obligations of the parties hereunder and thereunder)
and all amendments and supplements hereof and thereof and all waivers and consents hereunder and thereunder shall be construed
in accordance with and governed by the internal laws of the State of New York without regard to its conflict of laws rules.


 


8.             Miscellaneous.
This Agreement embodies the entire agreement and understanding between the parties hereto and supersedes all prior agreements and
understandings relating to the subject matter hereof. In case any provision of this Agreement shall be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. This
Agreement may be executed in any number of counterparts and by the parties hereto on separate counterparts but all such counterparts
shall together constitute but one and the same instrument. This Agreement may be reproduced by any electronic, photographic, photostatic,
magnetic, microfilm, microfiche, microcard, miniature photographic, facsimile or other similar process and the original thereof
may be destroyed. The parties agree that any such reproduction shall, to the extent permitted by law, be as admissible in evidence
as the original itself in any judicial or administrative proceeding (whether or not the original is in existence and whether or
not the reproduction was made in the regular course of business) and that any enlargement, facsimile or further reproduction shall
likewise be admissible in evidence. Facsimile execution and delivery of this Agreement is legal, valid and binding execution and
delivery for all purposes.


 


[Signature Page Follows]


 


 



    	 



    	 



    

 


IN WITNESS WHEREOF, the parties hereto have
executed this Agreement as of the date first above written.


 


	 	EASTERN RESOURCES, INC.
	 	 	 
	 	By:	/s/ Thomas H. Hanna, Jr.
	 	Name:	Thomas H. Hanna, Jr.
	 	Title:	Chief Executive Officer


 


	 	CANCELLING PARTY
	 	 
	 	/s/ Dylan Hundley
	 	Name: Dylan Hundley