0001204459-10-001470 Sample Contracts

BE RESOURCES INC. SUBSCRIPTION AGREEMENT (Canadian and Non-U.S. Subscribers) (UNITS)
Subscription Agreement • June 23rd, 2010 • BE Resources Inc. • Miscellaneous metal ores • Ontario

THE UNITS BEING OFFERED FOR SALE MAY ONLY BE PURCHASED BY CANADIAN RESIDENTS AND RESIDENTS OF A JURISDICTION OTHER THAN CANADA (EXCLUDING RESIDENTS OF THE UNITED STATES OF AMERICA), IN EACH CASE PURSUANT TO AVAILABLE EXEMPTIONS UNDER APPLICABLE SECURITIES LEGISLATION.

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AGENCY AGREEMENT
Agency Agreement • June 23rd, 2010 • BE Resources Inc. • Miscellaneous metal ores • Ontario

The undersigned, MGI Securities Inc. (the “Agent”) understands that BE Resources Inc. (the “Corporation”) proposes to create, issue and sell units (“Units”) of the Corporation, subject to the terms and conditions set out below.

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