RESTRICTED STOCK
AGREEMENT

     

    LI3
ENERGY, INC.

     

    THIS
AGREEMENT is entered into as of the 11th day of
August, 2010 (the “Date of Issuance”)

     

    
      	
              BETWEEN:

            	
              Li3 Energy, Inc., a
      company incorporated pursuant to the laws of the State of
      Nevada,

            


    

     

    (the
“Company”)

     

    
      	
              AND:

            	
              MIZ Comercializadora, S. de
      R.L.

            


    

    


    (the
“Participant”).

     

    WHEREAS:

     

    A.           The
Board of Directors of the Company (the “Board”) has approved and adopted the Li3
Energy, Inc., 2009 Equity Incentive Plan (the “2009 Plan”), pursuant to which
the Board is authorized to issue to employees and other selected persons
restricted shares (the “Restricted Stock”) of the Company’s common stock, $0.001
par value per share (the “Common Stock”);

     

    B.           The
Company and Participant have entered into an Employment Services Agreement (the
“Services Agreement”), dated as of August 11, 2010, providing for the
Participant to make available to the Company the services of R. Thomas Currin,
Jr. (the “Executive”) as the Company’s Chief Operating Officer; and

     

    C.           The
Board has authorized the grant to Participant of a total of Two Million Five Hundred Thousand
(2,500,000) shares of Restricted Stock;

     

    NOW
THEREFORE, the Company agrees to issue to the Participant, upon the terms and
conditions set forth herein and in the 2009 Plan, Two Million Five Hundred Thousand
(2,500,000) shares of Restricted Stock.  Capitalized terms not
otherwise defined herein shall have the respective meanings ascribed to them in
the 2009 Plan.

     

    1.           Vesting
Schedule.  Subject to the provisions of this Section 1, the
Participant’s interest in the Restricted Stock shall vest in accordance with
Exhibit A
hereto.

     

    
      	
               
      

            	
              (a)

            	
              If
      the Executive’s employment by the Company is terminated (A) in connection
      with a Change of Control (as defined in the Services Agreement) or (B) by
      the Executive for Good Reason (as defined in the Services Agreement), then
      all of the Participant’s interest in the Restricted Stock shall vest
      immediately upon the date of termination of employment; provided, however, that such
      acceleration of vesting shall not apply with respect to a Change of
      Control following which the Executive remains Chief Operating Officer or
      continues to perform functions and be responsible for duties significantly
      and substantially similar to those of such
  position.

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (b)

            	
              If
      the Executive’s employment is terminated for any other reason (including,
      without limitation, on account of death or Permanent Disability (as
      defined in the Services Agreement)), then all unvested Restricted Stock
      shall expire and be cancelled immediately upon the date of termination of
      employment.

            


    

     

    2.           Transfer
Restrictions.

    


    a.           The
Restricted Stock granted hereunder may not be sold, pledged or otherwise
transferred until the Restricted Stock becomes vested in accordance with Exhibit
A.  The period of time between the date hereof and the date the
Restricted Stock becomes vested is referred to herein as the “Restriction
Period.”

    


    b.           If
the Participant’s relationship with the Company is terminated by the Company for
cause (as determined in the sole discretion of the Company) or voluntarily by
the Participant, the balance of the Restricted Stock subject to the provisions
of this Agreement which have not vested at the time of the termination of the
Participant’s relationship with the Company shall be forfeited by the
Participant, and ownership transferred back to the Company

    


    3.           Investment
Intent.  By accepting the Restricted Stock, the Participant
represents and agrees that none of the shares of such Restricted Stock will be
distributed in violation of applicable federal and state laws and
regulations.  In addition, the Participant further represents and
agrees that the Participant is aware that such securities may not be transferred
at any time without (i) registration under the Securities Exchange Act of 1933,
as amended (the “Securities Act”), or (ii) an exemption from such registration
and a written opinion of legal counsel addressed to the Company that the
proposed transfer of the Restricted Stock may be effected without registration
under the Securities Act, which opinion must be in form and from counsel
reasonably satisfactory to the Company.  The Participant further
represents and agrees that the Participant is acquiring the Restricted Stock for
investment and without any present intention to sell or distribute such
shares.

     

    4.           Stock Certificate
Legends.  Each share
certificate evidencing the Restricted Stock issued hereunder shall be endorsed
with the following legends:

     

    a.           THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS,
AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD,
PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT
WITH  RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE
STATE SECURITIES LAWS, OR (2) AN EXEMPTION FROM SUCH REGISTRATION EXISTS AND THE
COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH
COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH
SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER
CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT
OR   APPLICABLE STATE SECURITIES LAWS.


    
      
         


      

      
        - 2
-

        
          

        

      

      
         


      

    


    b.           THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE TRANSFERABLE ONLY IN ACCORDANCE WITH
SECTION 8 OF THE LI3 ENERGY, INC. 2009 EQUITY INCENTIVE PLAN, A COPY OF WHICH IS
ON FILE WITH, AND AVAILABLE FROM, THE SECRETARY OF THE COMPANY.

     

    c.           Any
legend required by any applicable state securities laws.

     

    5.           Escrow.  The
certificate or certificates evidencing the Restricted Stock subject hereto, if
there is an applicable Restriction Period, shall be delivered to and deposited
with Gottbetter & Partners, LLP, counsel to the Company, as escrow agent in
this transaction (the “Escrow Agent”). The Stock may also be held in a
restricted book entry account in the name of the Participant.  Such
certificates or such book entry shares are to be held by the Escrow Agent until
termination of the Restriction Period, when they shall be released by said
Escrow Agent to the Participant.

     

    6.           Employee Shareholder
Rights.  During the Restriction Period, if any, the Participant
shall have all rights of a shareholder with respect to the Restricted Stock
except for the right to transfer the Restricted Stock, as set forth in Section 2
and except as set forth in Section 7.  Accordingly, the Participant
shall have the right to vote the Restricted Stock and to receive any cash
dividends paid to or made with respect to the Restricted Stock.

     

    7.           Changes in
Stock.  In the event that as a result of (a) any stock
dividend, stock split or other change in the Common Stock, or (b) any merger or
sale of all or substantially all of the assets of other acquisition of the
Company, and by virtue of any such change the Participant, in its capacity as
owner of unvested shares of Restricted Stock which have been awarded to it, if
any (the “Prior Stock”), shall be entitled to new or additional or
different shares or securities, such new or additional or different shares or
securities shall thereupon be considered to be unvested Restricted Stock and
shall be subject to all of the conditions and restrictions which were applicable
to the Prior Stock pursuant to this Agreement.

     

    8.           Resale Restrictions May
Apply.  Any resale of the shares of Restricted Stock received
will be subject to resale restrictions contained in the securities legislation
applicable to the Participant.  The Participant acknowledges and
agrees that the Participant is solely responsible (and the Company is not in any
way responsible) for compliance with applicable resale
restrictions.

     

    9.           Subject to the 2009
Plan.  The terms of the Restricted Stock are subject to the
provisions of the 2009 Plan, as the same may from time to time be amended, and
any inconsistencies between this Agreement and the 2009 Plan, as the same may be
from time to time amended, shall be governed by the provisions of the 2009 Plan,
a copy of which has been delivered to the Participant, and which is available
for inspection at the principal offices of the Company.


    
      
         


      

      
        - 3
-

        
          

        

      

      
         


      

    

     

    10.          Professional
Advice.  The acceptance of the Restricted Stock and the sale of
Restricted Stock may have consequences under federal and state tax and
securities laws which may vary depending upon the individual circumstances of
the Participant.  Accordingly, the Participant acknowledges that it
has been advised to consult its personal legal and tax advisor in connection
with this Agreement and its dealings with respect to the Restricted
Stock.

     

    11.          No Employment
Relationship.  Whether or not any shares of Restricted Stock
are to be granted under this 2009 Plan shall be exclusively within the
discretion of the 2009 Plan administrator, and nothing contained in this 2009
Plan shall be construed as giving any person any right to participate under the
2009 Plan.  The grant of Restricted Stock shall in no way constitute
any form of agreement or understanding binding on the Company or any Affiliate
with a Participant, for any length of time, nor shall it interfere in any way
with the Company’s or, where applicable, an Affiliate’s right to terminate the
Participant’s relationship with the Company at any time, which right is hereby
reserved.

     

    12.          Entire
Agreement.  This Agreement is the only agreement between the
Participant and the Company with respect to the Restricted Stock, and this
Agreement and the 2009 Plan supersede all prior and contemporaneous oral and
written statements and representations and contain the entire agreement between
the parties with respect to the Restricted Stock.

     

    13.          Notices.  Any
notice required or permitted to be made or given hereunder shall be mailed or
delivered personally to the addresses set forth below, or as changed from time
to time by written notice to the other:

    


    
      
        
          	
                  The
      Company:

                	 
      	
                  Li3
      Energy, Inc.

                
	 
      	 
      	
                  Av.
      Pardo y Aliaga 699 Of. 802

                
	 
      	 
      	
                  Lima
      27, Perú

                
	 
      	 
      	
                  Attention:  CEO

                
	 	 	 
	
                  With
      a copy to:

                	 
      	
                  Gottbetter
      & Partners, LLP

                
	 
      	 
      	
                  488
      Madison Avenue, 12th
      Floor

                
	 
      	 
      	
                  New
      York, NY 10022

                
	 
      	 
      	
                  Attention:
      Adam S. Gottbetter, Esq.

                
	 
      	 
      	 
      
	
                  The
      Participant:

                	 
      	
                  MIZ
      Comercializadora, S. de R.L.

                
	 
      	 
      	
                  Calle
      Principal de El Hatillo

                
	 
      	 
      	
                  km
      8.2 frente Villa San Jorge, Tegucigalpa

                
	 
      	 
      	
                  HONDURAS

                


        

      

    

     

    
      
        
        

      

      
        - 4
-

        
          

        

      

      
        
        

      

    

     

    
      
        	
                Li3
      ENERGY, INC.

              
	 
      
	
                By:

              	
                      

              
	 
      	
                Name:

              
	 
      	
                Title:

              
	 
      
	
                MIZ
      COMERCIALIZADORA, S. de R.L.

              
	 
      
	
                By:

              	
                      

              
	 
      	
                Name:

              
	 
      	
                Title:

              


      

    


    
      
         


      

      
        - 5
-

        
          

        

      

      
         


      

    


    EXHIBIT
A

    


    TERMS OF THE RESTRICTED
STOCK GRANT

    


    
      
        
          
            
              
                
                  
                    	
                            Name
      of the Participant:

                          	 
      	
                            MIZ
      Comercializadora, S. de R.L.

                          
	 
      	 
      	 
      
	
                            Date
      of Grant:

                          	 
      	
                            August
      11, 2010

                          
	 
      	 
      	 
      
	
                            Designation:

                          	 
      	
                            Restricted
      Stock

                          
	 
      	 
      	 
      
	
                            1.

                          	
                            Number
      of Shares granted:  

                          	 
      	
                            2,500,000
      shares

                          
	 
      	 
      	 
      	 
      
	      
                            2.

                          	      
                            Vesting
      Dates:

                          	 
      	
                            500,000
      shares

                          	
                            on
      completion of a resource estimate by an independent qualified person
      completed to Canadian National Instrument 43-101 standards on any of the
      Company’s mining projects.

                          
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                            400,000
      shares

                          	
                            on
      confirmation of the flow sheet design based on the preliminary
      metallurgical testing in a pilot plant on any of the Company’s mining
      projects.

                          
	 	 	 	 	 
	 
      	 
      	 
      	
                            300,000
      shares

                          	
                            on
      the completion of a Feasibility Study (as defined in the Services
      Agreement) on any of the Company’s mining projects

                          
	 	 	 	 	 
	 
      	 
      	 
      	
                            300,000
      shares

                          	
                            on
      execution by the Company with a purchaser of a binding off-take agreement
      for production of on any of the Company’s mining
  projects

                          
	 	 	 	 	 
	 
      	 
      	 
      	
                            1,000,000
      shares  

                          	
                            on
      commencement of Commercial Production (as defined in the Services
      Agreement) on any of the Company’s mining
  projects