EASTERNRESOURCES, INC. SUBSCRIPTIONAGREEMENT

SUBSCRIPTION AGREEMENT (the "Agreement") made as of this ____ day of _____, 2007 between Eastern Resources, Inc., a Delaware corporation, (the "Company"), and the undersigned (the "Subscriber").

WHEREAS, the Company is offering pursuant to Rule 506 promulgated pursuant to the Securities Act of 1933, as amended (the “Securities Act”), to investors in a private placement transaction (the “Offering”) of shares of the Company’s common stock, par value $0.001 per share (the “Shares” or the “Common Stock”);

WHEREAS, the Subscriber desires to subscribe for, purchase and acquire from the Company and the Company desires to sell and issue to the Subscriber, the number of Shares set forth on the signature page of this Agreement upon the terms and conditions and subject to the provisions hereinafter set forth;

WHEREAS, Thomas Hanna and Dylan Hundley, (collectively, the “Producers”) are expected to subscribe for Common Stock in exchange for causing Steve Kampmann and Matt Smollen to sell and assign (“Assignment”) the literary property currently entitled “Buzz Kill” to the Company;

WHEREAS, the Company and Gottbetter & Partners, LLP (the “Escrow Agent”) will enter into an Escrow Agreement (the “Escrow Agreement”) to provide for the safekeeping of funds received and documents executed in connection with the Offering; and

WHEREAS, the Escrow Agent shall continue to hold the proceeds of the Offering in escrow pending the closing of a subscription agreement with Producers and the Assignment, such proceeds to be returned to Subscriber, without interest on or deduction therefrom, if a subscription agreement with Producers and Assignment are not accepted on or before July 31, 2007.

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

1.1           Purchase and Sale of the Shares.  Subject to the terms and conditions of this Agreement, the Subscriber subscribes for and agrees to purchase and acquire from the Company and the Company agrees to sell and issue to the Subscriber such number of Shares which is set forth on the signature page hereof at the purchase price of $0.10 per Share (the “Purchase Price”)

1.2           Completion and Closing of the Offering.  The Offering will be completed upon the subscriptions of Subscriber and Producers, and the Assignment.  Except as otherwise provided herein, the Offering will close (the “Closing”) upon the later of the Assignment, and the Subscriber and Producers execution of subscription agreements.

1.3           Subscription Procedure.  To complete a subscription for Shares, the Subscriber must fully comply with the subscription procedures provided in this Section 1.3.

(a)           Transaction Documents.  The Subscriber shall review, complete and execute this Agreement and deliver such Transaction Documents to the Escrow Agent at the address provided below. Executed agreements may be delivered to the Escrow Agent by facsimile using the facsimile number provided below if the Investor immediately thereafter confirms receipt of such transmission with the Escrow Agent and delivers the original copies of the agreements and questionnaire to the Escrow Agent as soon as practicable thereafter.

(b)           Payment of Purchase Price.  Simultaneously with the delivery of the Transaction Documents to the Escrow Agent as provided herein, the Subscriber shall deliver to the Escrow Agent the full Purchase Price for the Subscriber’s Shares by check payable to “Gottbetter & Partners, LLP as Escrow Agent for Eastern Resources, Inc.” or by wire transfer of immediately available funds pursuant to wire transfer instructions provided below:

1.4           Access to Information; Reliance on Exemptions.

(a)           The Subscriber has received and carefully reviewed such information and documentation relating to the Company that the Subscriber has requested.

 

(b)           The Subscriber has had a reasonable opportunity to ask questions of and receive answers from the Company concerning the Company and the Offering, and all such questions, if any, have been answered to the full satisfaction of the Subscriber;

(c)           The Subscriber has such knowledge and expertise in financial and business matters that the Subscriber is capable of evaluating the merits and risks involved in an investment in the Shares;

(d)           The Subscriber understands that the Company has determined that the exemption from the registration provisions of the Securities Act of 1933, as amended (the "Securities Act"), provided by Rule 506 of Regulation D is applicable to the offer and sale of the Shares, based, in part, upon the representations, warranties and agreements made by the Subscriber herein;

(e)           Except as set forth herein, no representations or warranties have been made to the Subscriber by the Company or any agent, employee or affiliate of the Company and in entering into this transaction the Subscriber is not relying upon any information, other than the results of independent investigation by the Subscriber;

(f)           The Subscriber has full power and authority to execute and deliver this Subscription Agreement and to perform the obligations of the Subscriber hereunder and this Subscription Agreement is a legally binding obligation of the Subscriber in accordance with its terms;

 

 

1.8           Address. The Subscriber hereby represents that the address of the Subscriber furnished by the Subscriber at the end of this Subscription Agreement is the Subscriber's principal residence if the Subscriber is an individual or its principal business address if it is a corporation or other entity.

(b)           No consent, approval, authorization or other order of any governmental authority is required to be obtained by the Company in connection with the authorization, execution and delivery of this Agreement or with the authorization, issue and sale of the Shares.

III.           MISCELLANEOUS

3.1           Notice. Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (a) upon receipt, when delivered personally, (b) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party), or (c) one (1) business day after deposit with an overnight courier service, in each case properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall be:

If to the Producers, to their address and facsimile number set forth at the end of this Agreement, or to such other address and/or facsimile number and/or to the attention of such other person as specified by written notice given to the Company five (5) days prior to the effectiveness of such change. Written confirmation of receipt (a) given by the recipient of such notice, consent, waiver or other communication, (b) mechanically or electronically generated by the sender's facsimile machine containing the time, date, recipient facsimile number and an image of the first page of such transmission, or (c) provided by an overnight courier service shall be rebuttable evidence of personal service, receipt by facsimile or receipt from an overnight courier service in accordance with clause (a), (b) or (c) above, respectively.

3.2           Entire Agreement; Amendment. This Agreement supersedes all other prior oral or written agreements between the Subscriber, the Company, their affiliates and persons acting on their behalf with respect to the matters discussed herein, and this Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Subscriber makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be amended or waived other than by an instrument in writing signed by the Company and the holders of at least a majority of the Shares acquired (or if prior to the Closing, the Subscribers purchasing at least a majority of the Shares to be purchased at the Closing).

3.3           Severability. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction.

3.4           Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by, and construed in accordance with the laws of the State of New York without regard to the choice of law principles thereof. Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the courts of the State of New York for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Agreement and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Agreement. Each of the parties hereto irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

                                3.5           Headings. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.

3.6           Successors And Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. The Company shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of the holders of at least a majority of the Shares acquired, except by merger or consolidation. The Subscriber shall not assign its rights hereunder without the consent of the Company, which consent shall not be unreasonably withheld.

3.7           No Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.

3.8           Survival. The representations and warranties of the Company and the Subscriber contained in Articles I and II and the agreements set forth this Article III shall survive closing for a period of two years.

3.9           Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

3.10           No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

3.11           Legal Effect. The Subscriber acknowledges that: (a) it has read this Agreement and (b) it understands the terms and consequences of this Agreement and is fully aware of its legal and binding effect.

3.12           Counterparts. This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party; provided that a facsimile signature shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original, not a facsimile signature.