0001144204-11-031939 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 23rd, 2011 • Li3 Energy, Inc. • Miscellaneous manufacturing industries

This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 7, 2011, between Li3 Energy, Inc., a Nevada corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, and each investor party to an identical agreement entered into in connection with the Concurrent Offerings, a “Purchaser” and, collectively, the “Purchasers”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 23rd, 2011 • Li3 Energy, Inc. • Miscellaneous manufacturing industries • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of May 19, 2011, between Li3 Energy, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

FRAMEWORK CONTRACT OF MINING PROJECT DEVELOPMENT AND BUYING AND SELLING OF SHARES OF SOCIEDAD LEGAL MINERA LITIO UNO DE LA SIERRA HOYADA DE MARICUNGA AND OTHERS MINERA LI ENERGY SPA TO JORGE RODION BARROZO SANKAN AND OTHERS
Framework Contract of Mining Project Development and Buying and Selling of Shares • May 23rd, 2011 • Li3 Energy, Inc. • Miscellaneous manufacturing industries

IN SANTIAGO OF CHILE, on May 20, 2011, there appears before me, PATRICIO ZALDIVAR MACKENNA, lawyer, Head Notary of the Eighteenth Notary of Santiago, domiciled at Bandera 341, Office 857, Santiago: for one party, (i) Mr. JORGE RODIÓN BARROZO SANKAN, Chilean, single, civil engineer, ID card No 7,218,037-2, domiciled in this city, at Avenida Irarrázabal No. 1729, apartment No. 202, community of Ñuñoa; (ii) CARLOS ROBERTO GAONA VELASCO, Chilean, married, civil engineer, ID card No. 6,979,101-8, domiciled in this city at Los Gomeros street No. 1643, community of Vitacura; (iii) CHRISTIAN RICARDO HIDALGO REYES, Chilean, married, commercial agent, ID card No. 11,932,965-5, domiciled in this city, duly represented, as will be accredited, by Mr. RICARDO NORBERTO HIDALGO YANSSEN, Chilean, married, entrepreneur, ID card No. 5,019,761-1, both domiciled in this city at Luz street No. 3,040, apartment No. 601, community of Las Condes; (iv) JEAN PIERRE NACIFF CATALANO, Chilean, married, engineer, ID

AMENDING AGREEMENT
Amending Agreement • May 23rd, 2011 • Li3 Energy, Inc. • Miscellaneous manufacturing industries • New York

THIS AMENDING AGREEMENT is made as of the 30th day of March 2011, among Li3 Energy, Inc. (“Li3”), Pacific Road Capital A Pty Ltd, as trustee for Pacific Road Resources Fund A (“Fund A”), Pacific Road Capital B Pty Ltd, as trustee for Pacific Road Resources Fund B (“Fund B”) and Pacific Road Capital Management G.P. Limited, as General Partner of Pacific Road Resources Fund L.P. (“PR Partnership”).

THIS CREDIT AGREEMENT is made as of May 2, 2011, between
Credit Agreement • May 23rd, 2011 • Li3 Energy, Inc. • Miscellaneous manufacturing industries • New York

WHEREAS, the Borrower is in the principal business of discovery and development of lithium and potassium brine and nitrate and iodine deposits in Chile, Argentina and Peru;

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