Exhibit
10.3

    


    SUBSCRIPTION
AGREEMENT

     

    Li3
Energy, Inc

    Av. Pardo
y Aliaga 699 Of. 802

    San
Isidro, Lima, Peru

    c/o

    Gottbetter
& Partners (the “G&P”)

    488
Madison Avenue, 12th
Floor

    New York,
NY, 10022

    


    This
Subscription Agreement (this “Agreement”)
has been executed by the subscriber set forth in the signature page attached
hereto (the “Subscriber”)
in connection with the private placement offering (the “Offering”)
of a minimum of 4,000,000 ($1,000,000) (the “Minimum
Amount”) and a maximum of 12,000,000 ($3,000,000) (the “Maximum
Amount”),with an over-allotment option of 1,200,000 ($300,000), units of
securities (the “PPO
Units”) issued by Li3 Energy, Inc., a Nevada Corporation (the “Company”),
at a purchase price of $0.25 per PPO Unit, with a minimum subscription of
$25,000 (100,000 Units), subject to the Company’s right, in its sole discretion
to accept subscriptions for less than $25,000). Each PPO Unit consists of (i)
one share of the Company’s common stock, par value $0.001 per share (“Common
Stock”), (ii) a warrant, substantially in the form of Exhibit A attached
hereto  (the “A
Warrants”), representing the right to purchase one-half of one (0.5)
share of Common Stock, exercisable for a period of five years at an exercise
price of $0.50 per whole share, and (iii) a warrant, substantially in the form
of Exhibit B
attached hereto  (the “B
Warrants,” and together with the A Warrants, the “Warrants”),
representing the right to purchase one-half of one (0.5) share of Common Stock,
exercisable for a period of five years at an exercise price of $1.00 per whole
share.  (All share and per share numbers herein have been adjusted to
give effect to the 15.625-for-1 forward stock split in the form of a dividend
declared by the Company’s Board of Directors on October 19, 2009.)  As
used in this Agreement, the term “Shares” shall mean all of the shares of Common
Stock contained in the PPO Units sold in the Offering and the term “Warrant
Shares” shall mean all of the shares of Common Stock issuable upon exercise of
the Warrants contained in the PPO Units sold in the Offering, in each case to a
Subscriber or to all of the Subscribers, as the case warrants.

     

    The PPO
Units being subscribed for pursuant to this Agreement have not been registered
under the Securities Act of 1933, as amended (the “Securities
Act”).  The Offering is being made on a “best efforts” basis to
“accredited investors,” as defined in Regulation D under the Securities Act, and
non-”U.S. persons,” as defined in Regulation S under the Securities
Act.  The Company reserves the right, in its sole discretion and for
any reason, to reject any Subscriber’s subscription in whole or in part, or to
allot less than the number of PPO Units subscribed for.

     

    The
closing of the Offering (the “Closing;”
and the date on which such Closing occurs hereinafter referred to as the “Closing
Date”) shall be at the offices of Gottbetter & Partners, LLP, as
counsel to the Company, at 488 Madison Avenue, New York, New York 10022 (or such
other place as is mutually agreed to by the Company).  The Company may
conduct multiple closings for the sale of the PPO Units until the termination of
the Offering.  The Offering shall continue until November 30, 2009,
which date may be extended (the “Termination
Date”) by the Company.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    The net
proceeds from this Offering (after Placement Agent commissions, legal fees and
other offering expenses) shall be used to acquire certain lithium mining assets
in Canada, at an expected acquisition price of approximately $3 million, and for
working capital purposes.

     

    1.           Subscription.  The
undersigned Subscriber hereby subscribes to purchase the number of PPO Units set
forth on the signature page attached hereto, at an aggregate price as set forth
on such signature page (the “Purchase
Price”), subject to the terms and conditions of this Agreement and on the
basis of the representations, warranties, covenants and agreements contained
herein.

     

    2.           Subscription
Procedure.  To complete a subscription for the PPO Units, the
Subscriber must fully comply with the subscription procedure provided in this
Section on or before the Closing Date.

     

    a.           Transaction
Documents.  On or before the Closing Date, the Subscriber shall
review, complete and execute the Signature Page to this Agreement, the
Anti-Money Laundering Investor Form (with attachments) and the Investor
Certification, attached hereto as Appendix A
(collectively, the “Transaction
Documents”), and deliver the Transaction Documents to the Company’s
attorneys, Gottbetter & Partners, LLP (“G&P”), at the address
listed on the instruction sheet below. Executed documents may be delivered to
G&P by facsimile or electronic mail (e-mail), if the Subscriber delivers the
original copies of the documents to G&P as soon as practicable
thereafter.

     

    b.           Purchase
Price.  Simultaneously with the delivery of the Transaction
Documents to G&P as provided herein, and in any event on or prior to the
Closing Date, the Subscriber shall deliver to the CSC Trust Company of Delaware
(the “Escrow
Agent”) the full Purchase Price by check or by wire transfer of
immediately available funds.

     

    c.           Company
Discretion.  The Subscriber understands and agrees that the
Company in its sole discretion reserves the right to accept or reject this or
any other subscription for PPO Units, in whole or in part, notwithstanding prior
receipt by the Subscriber of notice of acceptance of this
subscription.  The Company shall have no obligation hereunder until
the Company shall execute and deliver to the Subscriber an executed copy of this
Agreement.  If this subscription is rejected in whole, or the offering
of PPO Units is terminated, all funds received from the Subscriber will be
returned without interest or offset, and this Agreement shall thereafter be of
no further force or effect.  If this subscription is rejected in part,
the funds for the rejected portion of this subscription will be returned without
interest or offset, and this Agreement will continue in full force and effect to
the extent this subscription was accepted.

     

    3.           Escrow of Funds. All funds
received from prospective investors will be held in escrow in a non-interest
bearing account by the Escrow Agent, pending the earlier of (a) receipt of
subscriptions for the Minimum Amount and the Closing or (b) the Termination
Date.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              a.

            	
              Revocation of
      Subscription. Subscriptions may be revoked prior to a Closing,
      provided that written notice of revocation is sent by certified or
      registered mail, return receipt requested, and is received by the Company
      at least three business days prior to the Closing on such subscriptions.
      In the event of any such revocation, subscription proceeds will be
      promptly refunded without interest or deduction
  therefrom.

            


    

    


    
      	
               
      

            	
              b.

            	
              Failure to reach
      Minimum Amount. If the Minimum Amount has not been sold, or if the
      Unit offering is otherwise unable to close by the Termination Date, or in
      the event that this Offering is terminated for any reason without a
      Closing,, none of the Units will be sold and all Subscriber funds will be
      returned in full and without offset or interest thereon to the
      Subscribers.

            


    

    


    
      	
               
      

            	
              c.

            	
              Rejection of
      Subscription.  In the event the Company reasonably
      determines it is necessary or appropriate to reject the subscription of
      any Subscriber for whom the Escrow Agent has received an Subscriber fund,
      the Company shall deliver written notice of such event to the Escrow Agent
      and G&P which notice shall include the reason for such rejection and
      the time and payment instructions, including the address and tax
      identification number of each payee, for the return to such Subscriber of
      the Purchase Price delivered by such Subscriber.  The Escrow
      Agent shall deliver such funds (without interest and deduction) pursuant
      to such written notice.

            


    

    


    4.           Redemption of the
Warrants.  The Company, at its option, may, upon written notice
to the Warrants holder, call up to one hundred percent (100%) of the shares
underlying the Warrants, pursuant to Section 1(b) of the A Warrants form or
Section 1(b) of the B Warrants form.

    


    5.           Representations and Warranties of the
Company.  The Company hereby represents and warrants to the
Subscriber the following:

     

    
      	
               
      

            	
              a.

            	
              Organization and
      Qualification.  The Company is a corporation duly
      organized and validly existing under the laws of the State of
      Nevada.  The Company has all requisite power and authority to
      carry on its business as currently conducted.  The Company is
      duly qualified to transact business in each jurisdiction in which the
      failure to be so qualified would reasonably be expected to have a material
      adverse effect on the Company’s business, properties, financial condition
      (a “Material
      Adverse Effect”).

            


    

     

    
      	
               
      

            	
              b.

            	
              Authorization.  As
      of the Closing, all action on the part of the Company, its board of
      directors, officers and existing stockholders necessary for the
      authorization, execution and delivery of this Agreement, the Warrant and
      the performance of all obligations of the Company hereunder and thereunder
      shall have been taken, and this Agreement and the Warrant, assuming due
      execution by the parties hereto and thereto, will constitute valid and
      legally binding obligations of the Company, enforceable in accordance with
      their respective terms, subject to: (i) judicial principles limiting the
      availability of specific performance, injunctive relief, and other
      equitable remedies and (ii) bankruptcy, insolvency, reorganization,
      moratorium or other similar laws now or hereafter in effect generally
      relating to or affecting creditors’
rights.

            


    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              c.

            	
              Valid Issuance of the
      Common Stock and the Warrants.  The shares of Common
      Stock and the Warrants, when issued, sold and delivered in accordance with
      the terms of this Agreement for the consideration expressed herein, and
      the shares of Common Stock underlying the Warrants, when issued and
      delivered in accordance with the terms of the Warrants, shall be duly and
      validly issued and will be free of restrictions on transfer directly or
      indirectly created by the Company other than restrictions on transfer
      under this Agreement and the terms of the Warrants and under applicable
      federal and state securities laws.

            


    

    


    
      	
               
      

            	
              d.

            	
              Governmental
      Consents.  No consent, approval, order or authorization
      of, or registration, qualification, designation, declaration or filing
      with, any federal, state or local governmental authority on the part of
      the Company is required in connection with the offer, sale or issuance of
      the PPO Units, except for the following: (i) the filing of such notices as
      may be required under the Securities Act and (ii) the compliance with any
      applicable state securities laws, which compliance will have occurred
      within the appropriate time periods
therefore.

            


    

    


    
      	
               
      

            	
              e.

            	
              Litigation.  There
      are no actions, suits, proceedings or investigations pending or, to the
      best of the Company’s knowledge, threatened before any court,
      administrative agency or other governmental body against the Company which
      question the validity of this Agreement or the Warrant, or the right of
      the Company to enter into any of them, or to consummate the transactions
      contemplated hereby or thereby, or which would reasonably be expected to
      have a Material Adverse Effect.  The Company is not a party or
      subject to, and none of its assets is bound by, the provisions of any
      order, writ, injunction, judgment or decree of any court or government
      agency or instrumentality which would reasonably be expected to have a
      Material Adverse Effect.

            


    

    


    
      	
               
      

            	
              f.

            	
              Compliance with Other
      Instruments.  The Company is not in violation or default
      of any provision of its Articles of Incorporation, each as in effect
      immediately prior to the Closing, except for such failures as would not
      reasonably be expected to have a Material Adverse Effect. The Company is
      not in violation or default of any provision of any material instrument,
      mortgage, deed of trust, loan, contract, commitment, judgment, decree,
      order or obligation to which it is a party or by which it or any of its
      properties or assets are bound which would reasonably be expected to have
      a Material Adverse Effect.  To the best of its knowledge, the
      Company is not in violation or default of any provision of any federal,
      state or local statute, rule or governmental regulation which would
      reasonably be expected to have a Material Adverse Effect.  The
      execution, delivery and performance of and compliance with this Agreement
      and the issuance and sale of the PPO Units, will not result in any such
      violation, be in conflict with or constitute, with or without the passage
      of time or giving of notice, a default under any such provision, require
      any consent or waiver under any such provision (other than any consents or
      waivers that have been obtained), or result in the creation of any
      mortgage, pledge, lien, encumbrance or charge upon any of the properties
      or assets of the Company pursuant to any such
  provision.

            


    


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              g.

            	
              Certain Registration
      Matters.  Assuming the accuracy of the Subscriber’s
      representations and warranties set forth in this Agreement and the
      Transaction Documents, and the representations and warranties made by all
      other purchasers of PPO Units in the Offering, no registration under the
      Securities Act is required for the offer and sale of the PPO Units by the
      Company to the Subscriber
hereunder.

            


    

    


    
      	
               
      

            	
              h.

            	
              No General
      Solicitation.  Neither the Company nor any person acting
      on behalf of the Company has offered or sold any of the PPO Units by any
      form of general solicitation or general advertising (within the meaning of
      Regulation D).

            


    

    


    6.           Representations and Warranties of the
Subscriber.  The Subscriber represents and warrants to the
Company the following:

     

    a.           The
Subscriber, its advisers, if any, and designated representatives, if any, have
the knowledge and experience in financial and business matters necessary to
evaluate the merits and risks of its prospective investment in the Company, and
have carefully reviewed and understand the risks of, and other considerations
relating to, the purchase of PPO Units and the tax consequences of the
investment, and have the ability to bear the economic risks of the
investment.

     

    b.           The
Subscriber is acquiring the PPO Units for investment for its own account and not
with the view to, or for resale in connection with, any distribution
thereof.  The Subscriber understands and acknowledges that the PPO
Units, the shares of Common Stock, the Warrants and the shares of Common Stock
issuable upon exercise of the Warrants (the “Warrant Shares”) have not been
registered under the Securities Act or any state securities laws, by reason of a
specific exemption from the registration provisions of the Securities Act and
applicable state securities laws, which depends upon, among other things, the
bona fide nature of the investment intent as expressed herein.  The
Subscriber further represents that it does not have any contract, undertaking,
agreement or arrangement with any person to sell, transfer or grant
participation to any third person with respect to any of the PPO Units, the
shares of Common Stock, the Warrants or the Warrant Shares.  The
Subscriber understands and acknowledges that the offering of the PPO Units
pursuant to this Agreement will not be registered under the Securities Act nor
under the state securities laws on the ground that the sale provided for in this
Agreement and the issuance of securities hereunder is exempt from the
registration requirements of the Securities Act and any applicable state
securities laws.

     

    c.           The
Subscriber understands that no public market now exists, and there never will be
a public market for, the PPO Units, that an active public market for the
Company’s Common Stock does not now exist and that there may never be an active
public market for the shares of Common Stock sold in the
Offering.


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

     

    d.           The
Subscriber, its advisers, if any, and designated representatives, if any, have
received and reviewed information about the Company and have had an opportunity
to discuss the Company’s business, management and financial affairs with its
management.  The Subscriber understands that such discussions, as well
as any written information provided by the Company, were intended to describe
the aspects of the Company’s business and prospects which the Company believes
to be material, but were not necessarily a thorough or exhaustive description,
and except as expressly set forth in this Agreement, the Company makes no
representation or warranty with respect to the completeness of such information
and makes no representation or warranty of any kind with respect to any
information provided by any entity other than the Company. Some of such
information includes projections as to the future performance of the Company,
which projections may not be realized, are based on assumptions which may not be
correct and are subject to numerous factors beyond the Company’s
control.

     

    e.           As
of the Closing, all action on the part of Subscriber, and its officers,
directors and partners, if applicable, necessary for the authorization,
execution and delivery of this Agreement and the performance of all obligations
of the Subscriber hereunder shall have been taken, and this Agreement, assuming
due execution by the parties hereto, constitutes a valid and legally binding
obligation of the Subscriber, enforceable in accordance with its terms, subject
to: (i) judicial principles limiting the availability of specific performance,
injunctive relief, and other equitable remedies and (ii) bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or hereafter in effect
generally relating to or affecting creditors’ rights.

     

    f.           The
Subscriber either (i) is an “accredited investor” as defined in Rule 501 of
Regulation D as promulgated by the Securities and Exchange Commission (the
“SEC”)
under the Securities Act or (ii) is not a “U.S. Person” as defined in Regulation
S as promulgated by the SEC under the Securities Act, and, in each case, shall
submit to the Company such further assurances of such status as may be
reasonably requested by the Company.

     

    g.           The
Subscriber, if a non-U.S. Person, agrees that it is acquiring the PPO Units in
an offshore transaction pursuant to Regulation S and hereby represents to the
Company as follows:

     

    (i)           Subscriber
is outside the United States when receiving and executing this Agreement;
and

     

    (ii)           Subscriber
has not acquired the PPO Units as a result of, and will not itself engage in,
any “directed selling efforts” (as defined in Regulation S) in the United States
in respect of the PPO Units, or the Common Stock or Warrants underlying the PPO
Units, which would include any activities undertaken for the purpose of, or that
could reasonably be expected to have the effect of, conditioning the market in
the United States for the resale of the PPO Units, or the Common Stock or
Warrants underlying the PPO Units; provided, however, that the Subscriber may
sell or otherwise dispose of the PPO Units, or the Common Stock or Warrants
underlying the PPO Units, pursuant to registration of the PPO Units, or the
Common Stock or Warrants underlying the PPO Units, under the Securities Act and
any applicable state and provincial securities laws or under an exemption from
such registration requirements and as otherwise provided
herein.


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

     

    (iii)           The
Subscriber understands and agrees that offers and sales of any of the PPO Units,
or the Common Stock or Warrants underlying the PPO Units,  prior to
the expiration of a period of one year after the date of transfer of the Shares
under this Subscription Agreement (the “Distribution Compliance Period”), shall
only be made in compliance with the safe harbor provisions set forth in
Regulation S, pursuant to the registration provisions of the Securities Act or
an exemption therefrom, and that all offers and sales after the Distribution
Compliance Period shall be made only in compliance with the registration
provisions of the Securities Act or an exemption therefrom, and in each case
only in accordance with all applicable securities laws.

     

    (iv)           The
Subscriber understands and agrees not to engage in any hedging transactions
involving the PPO Units, or the Common Stock or Warrants underlying the PPO
Units, prior to the end of the Distribution Compliance Period unless such
transactions are in compliance with the Securities Act.

     

    (v)           The
Subscriber hereby represents that it has satisfied itself as to the full
observance of the laws of its jurisdiction in connection with any invitation to
subscribe for the PPO Units, or the Common Stock or Warrants underlying the PPO
Units, or any use of this Agreement, including: (a) the legal requirements
within its jurisdiction for the purchase of the PPO Units, or the Common Stock
or Warrants underlying the PPO Units; (b) any foreign exchange restrictions
applicable to such purchase; (c) any governmental or other consents that may
need to be obtained; and (d) the income tax and other tax consequences, if any,
that may be relevant to the purchase, holding, redemption, sale or transfer of
the PPO Units, or the Common Stock or Warrants underlying the PPO Units. Such
Subscriber’s subscription and payment for, and its continued beneficial
ownership of the PPO Units, or the Common Stock or Warrants underlying the PPO
Units, will not violate any applicable securities or other laws of the
Subscriber’s jurisdiction.

     

    h.           Subscriber
represents that neither it nor, to its knowledge, any person or entity
controlling, controlled by or under common control with it, nor any person
having a beneficial interest in it, nor any person on whose behalf the
Subscriber is acting: (i) is a person listed in the Annex to Executive Order No.
13224 (2001) issued by the President of the United States (Executive Order
Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten
to Commit, or Support Terrorism); (ii) is named on the List of Specially
Designated Nationals and Blocked Persons maintained by the U.S. Office of
Foreign Assets Control; (iii) is a non-U.S. shell bank or is providing banking
services indirectly to a non-U.S. shell bank; (iv) is a senior non-U.S.
political figure or an immediate family member or close associate of such
figure; or (v) is otherwise prohibited from investing in the Company pursuant to
applicable U.S. anti-money laundering, anti-terrorist and asset control laws,
regulations, rules or orders (categories (i) through (v), each a “Prohibited Subscriber”). The
Subscriber agrees to provide the Company, promptly upon request, all information
that the Company reasonably deems necessary or appropriate to comply with
applicable U.S. anti-money laundering, anti-terrorist and asset control laws,
regulations, rules and orders. The Subscriber consents to the disclosure to U.S.
regulators and law enforcement authorities by the Company and its affiliates and
agents of such information about the Subscriber as the Company reasonably deems
necessary or appropriate to comply with applicable U.S. antimony laundering,
anti-terrorist and asset control laws, regulations, rules and orders. If the
Subscriber is a financial institution that is subject to the USA Patriot Act,
the Subscriber represents that it has met all of its obligations under the USA
Patriot Act. The Subscriber acknowledges that if, following its investment in
the Company, the Company reasonably believes that the Subscriber is a Prohibited
Subscriber or is otherwise engaged in suspicious activity or refuses to promptly
provide information that the Company requests, the Company has the right or may
be obligated to prohibit additional investments, segregate the assets
constituting the investment in accordance with applicable regulations or
immediately require the Subscriber to transfer the shares of Common
Stock.  The Subscriber further acknowledges that the Subscriber will
have no claim against the Company or any of its affiliates or agents for any
form of damages as a result of any of the foregoing actions.

     

    
      
         


      

      
        7

        
          

        

      

      
         


      

    

     

    i.           The
Subscriber or its duly authorized representative realizes that because of the
inherently speculative nature of investments of the kind contemplated by the
Company, the Company’s investment results may be expected to fluctuate from
month to month and from period to period and will, generally, involve a high
degree of financial and market risk that can result in substantial or, at times,
even total losses.

     

    j.           The
Subscriber has adequate means of providing for its current and anticipated
financial needs and contingencies, is able to bear the economic risk for an
indefinite period of time and has no need for liquidity of the investment in the
PPO Units and could afford complete loss of such investment.

     

    k.           The
Subscriber is not subscribing for PPO Units as a result of or subsequent to any
advertisement, article, notice or other communication, published in any
newspaper, magazine or similar media or broadcast over television, radio, or the
internet, or presented at any seminar or meeting, or any solicitation of a
subscription by a person not previously known to the Subscriber in connection
with investments in securities generally.

     

    l.           All
of the information that the Subscriber has heretofore furnished or which is set
forth herein is correct and complete as of the date of this Agreement, and, if
there should be any material change in such information prior to the admission
of the undersigned to the Company, the Subscriber will immediately furnish
revised or corrected information to the Company.

     

    7.           “Piggyback” Registration
Rights.

     

    a.           Piggyback
Registration.  If the Company shall determine to register for
sale for cash any of its Common Stock, for its own account or for the account of
others (other than the Subscriber), other than (i) a registration relating
solely to employee benefit plans or securities issued or issuable to employees,
consultants (to the extent the securities owned or to be owned by such
consultants could be registered on Form S-8) or any of their family members
(including a registration on Form S-8) or (ii) a registration relating solely to
a Securities Act Rule 145 transaction or a registration on Form S-4 in
connection with a merger, acquisition, divestiture, reorganization or similar
event, the Company shall promptly give to the Subscriber written notice thereof
(and in no event shall such notice be given less than 20 calendar days prior to
the filing of such registration statement), and shall include as a piggyback
registration (the “Piggyback
Registration”) all of the Shares and Warrant Shares specified in a
written request delivered by the Subscriber to the Company within 10 calendar
days after receipt of such written notice from the Company. However, the Company
may, without the consent of the Subscriber, withdraw such registration statement
prior to its becoming effective if the Company or such other stockholders have
elected to abandon the proposal to register the securities proposed to be
registered thereby.  Notwithstanding the foregoing, in the event that
the SEC limits the amount of shares that may be registered in such registration
statement, the Company may scale back from the registration statement first,
such number of Warrant Shares and second, such number of Shares, on a pro-rata
basis, as is required to meet the scale back
requirements.  Additionally, in any such registration statement, SEC
scale back requirements shall apply first to the Warrant Shares and the Shares
and second, to any other shares being registered pursuant to a mandatory or
demand registration obligation of the Company.


    
      
         


      

      
        8

        
          

        

      

      
         


      

    

     

    b.           Underwriting.  If
a Piggyback Registration is for a registered public offering that is to be made
by an underwriting, the Company shall so advise the Subscriber of the shares
eligible for inclusion in such registration statement pursuant to Section
5(a).  In that event, the right of any Holder to Piggyback
Registration shall be conditioned upon such Holder’s participation in such
underwriting and the inclusion of such Holder’s Shares and Warrant Shares in the
underwriting to the extent provided herein. The Subscriber proposing to sell any
of his Shares and Warrant Shares through such underwriting shall (together with
the Company and any other stockholders of the Company selling their securities
through such underwriting) enter into an underwriting agreement in customary
form with the underwriter selected for such underwriting by the Company or the
selling stockholders, as applicable.  Notwithstanding any other
provision of this Section, if the underwriter or the Company determines that
marketing factors require a limitation on the number of shares of Common Stock
or the amount of other securities to be underwritten, the underwriter may
exclude some or all Shares and/or Warrant Shares from such registration and
underwriting.  The Company shall so advise the Subscriber (unless the
Subscriber failed to timely elect to include his shares through such
underwriting or has indicated to the Company his decision not to do so), and
indicate to such Subscriber the number of shares that may be included in the
registration and underwriting, if any. The number of shares to be included in
such registration and underwriting shall be allocated among all of the
subscribers in the Offering (the “Subscribers”)
as follows:

     

    (i)          If
the Piggyback Registration was initiated by the Company, the number of shares
that may be included in the registration and underwriting shall be allocated
first to the Company and then, subject to obligations and commitments existing
as of the date hereof, to all selling stockholders, including the Subscribers,
who have requested to sell in the registration on a pro rata basis according to
the number of shares requested to be included therein; and

     

    (ii)           If
the Piggyback Registration was initiated by a mandatory registration or the
exercise of demand registration rights by a stockholder or stockholders of the
Company (other than the any of the Subscribers), then the number of shares that
may be included in the registration and underwriting shall be allocated first to
such selling stockholders who are entitled to the mandatory registration or who
exercised such demand and then, subject to obligations and commitments existing
as of the date hereof, to all other selling stockholders, including the
Subscribers, who have requested to sell in the registration on a pro rata basis
according to the number of shares requested to be included therein.

     

    
      
         


      

      
        9

        
          

        

      

      
         


      

    

    


    No shares
excluded from the underwriting by reason of the underwriter’s marketing
limitation shall be included in such registration. If the Subscriber disapproves
of the terms of any such underwriting, the Subscriber may elect to withdraw such
Subscriber’s shares therefrom by delivering a written notice to the Company and
the underwriter.  The shares so withdrawn from such underwriting shall
also be withdrawn from such registration; provided, however, that, if by
the withdrawal of such shares, a greater number of shares held by other
Subscribers may be included in such registration (up to the maximum of any
limitation imposed by the underwriters), then the Company shall offer to all
Subscribers who have included shares in the registration the right to include
additional Shares pursuant to the terms and limitations set forth herein in the
same proportion used above in determining the underwriter
limitation.

     

    c.           Indemnification.

     

    (i)           In
the event of the offer and sale of shares under the Securities Act, the Company
shall, and hereby does, indemnify and hold harmless, to the fullest extent
permitted by law, each Subscriber, its directors, officers, partners, each other
person who participates as an underwriter in the offering or sale of such
securities, and each other person, if any, who controls or is under common
control with such Subscriber or any such underwriter within the meaning of
Section 15 of the Securities Act, against any losses, claims, damages or
liabilities, joint or several, and expenses to which the Subscriber or any such
director, officer, partner or underwriter or controlling person may become
subject under the Securities Act or otherwise, insofar as such losses, claims,
damages, liabilities or expenses (or actions or proceedings, whether commenced
or threatened, in respect thereof) arise out of or are based upon any untrue
statement of any material fact contained in any registration statement prepared
and filed by the Company under which shares were registered under the Securities
Act, any preliminary prospectus, final prospectus or summary prospectus
contained therein, or any amendment or supplement thereto, or any omission to
state therein a material fact required to be stated or necessary to make the
statements therein in light of the circumstances in which they were made not
misleading, and the Company shall reimburse the Subscriber, and each such
director, officer, partner, underwriter and controlling person for any legal or
any other expenses reasonably incurred by them in connection with investigating,
defending or settling any such loss, claim, damage, liability, action or
proceeding; provided, that such
indemnity agreement found in this Section 5(c)(i) shall in no event exceed the
net proceeds from the sale of the shares received by the Company; and provided further,
that the Company shall not be liable in any such case (i) to the extent that any
such loss, claim, damage, liability (or action or proceeding in respect thereof)
or expense arises out of or is based upon an untrue statement in or omission
from such registration statement, any such preliminary prospectus, final
prospectus, summary prospectus, amendment or supplement in reliance upon and in
conformity with written information furnished to the Company for use in the
preparation thereof or (ii) if the person asserting any such loss, claim,
damage, liability (or action or proceeding in respect thereof) or expense who
purchased the shares that are the subject thereof did not receive a copy of an
amended preliminary prospectus or the final prospectus (or the final prospectus
as amended or supplemented) at or prior to the written confirmation of the sale
of such shares to such person because of the failure of such Subscriber or
underwriter to so provide such amended preliminary or final prospectus and the
untrue statement or omission of a material fact made in such preliminary
prospectus was corrected in the amended preliminary or final prospectus (or the
final prospectus as amended or supplemented). Such indemnity shall remain in
full force and effect regardless of any investigation made by or on behalf of
the Subscribers, or any such director, officer, partner, underwriter or
controlling person and shall survive the transfer of such shares by the
Subscriber.


    
      
         


      

      
        10

        
          

        

      

      
         


      

    

     

    (ii)           As
a condition to including shares in any registration statement filed pursuant to
this Agreement, each Subscriber agrees to be bound by the terms of this Section
5(c) and to indemnify and hold harmless, to the fullest extent permitted by law,
the Company, each of its directors, officers, partners, legal counsel and
accountants and each underwriter, if any, and each other person, if any, who
controls the Company within the meaning of Section 15 of the Securities Act,
against any losses, claims, damages or liabilities, joint or several, to which
the Company or any such director or officer or controlling person may become
subject under the Securities Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions or proceedings, whether commenced or
threatened, in respect thereof) that arises out of or is based upon an untrue
statement in or omission from such registration statement, any such preliminary
prospectus, final prospectus, summary prospectus, amendment or supplement in
reliance upon and in conformity with written information furnished by the
Subscriber for use in the preparation thereof, and such Subscriber shall
reimburse the Company, and such Subscribers, directors, officers, partners,
legal counsel and accountants, persons, underwriters, or control persons, each
such director, officer, and controlling person for any legal or other expenses
reasonably incurred by them in connection with investigating, defending, or
settling any such loss, claim, damage, liability, action or proceeding; provided, however, that such
indemnity agreement found in this Section 5(c)(ii) shall in no event exceed the
net proceeds received by such Subscriber as a result of the sale of shares
pursuant to such registration statement, except in the case of fraud or willful
misconduct.  Such indemnity shall remain in full force and effect,
regardless of any investigation made by or on behalf of the Company or any such
director, officer or controlling person and shall survive the transfer by any
Subscriber of such shares.

     

    (iii)           Promptly
after receipt by an indemnified party of notice of the commencement of any
action or proceeding involving a claim referred to in this Section (including
any governmental action), such indemnified party shall, if a claim in respect
thereof is to be made against an indemnifying party, give written notice to the
indemnifying party of the commencement of such action; provided, that the
failure of any indemnified party to give notice as provided herein shall not
relieve the indemnifying party of its obligations under this Section, except to
the extent that the indemnifying party is actually prejudiced by such failure to
give notice.  In case any such action is brought against an
indemnified party, unless in the reasonable judgment of counsel to such
indemnified party a conflict of interest between such indemnified and
indemnifying parties may exist or the indemnified party may have defenses not
available to the indemnifying party in respect of such claim, the indemnifying
party shall be entitled to participate in and to assume the defense thereof,
with counsel reasonably satisfactory to such indemnified party and, after notice
from the indemnifying party to such indemnified party of its election so to
assume the defense thereof, the indemnifying party shall not be liable to such
indemnified party for any legal or other expenses subsequently incurred by the
latter in connection with the defense thereof, unless in such indemnified
party’s reasonable judgment a conflict of interest between such indemnified and
indemnifying parties arises in respect of such claim after the assumption of the
defenses thereof or the indemnifying party fails to defend such claim in a
diligent manner, other than reasonable costs of
investigation.  Neither an indemnified nor an indemnifying party shall
be liable for any settlement of any action or proceeding effected without its
consent.  No indemnifying party shall, without the consent of the
indemnified party, consent to entry of any judgment or enter into any
settlement, which does not include as an unconditional term thereof the giving
by the claimant or plaintiff to such indemnified party of a release from all
liability in respect of such claim or litigation.  Notwithstanding
anything to the contrary set forth herein, and without limiting any of the
rights set forth above, in any event any party shall have the right to retain,
at its own expense, counsel with respect to the defense of a claim. Each
indemnified party shall furnish such information regarding itself or the claim
in question as an indemnifying party may reasonably request in writing and as
shall be reasonably required in connection with defense of such claim and
litigation resulting therefrom.


    
      
         


      

      
        11

        
          

        

      

      
         


      

    

     

    (iv)           If
an indemnifying party does or is not permitted to assume the defense of an
action pursuant to Sections 5(c)(iii) or in the case of the expense
reimbursement obligation set forth in Sections 5(c)(i) and 5(c)(ii), the
indemnification required by Sections 5(c)(i) and 5(c)(ii) shall be made by
periodic payments of the amount thereof during the course of the investigation
or defense, as and when bills received or expenses, losses, damages or
liabilities are incurred.

     

    (v)           If
the indemnification provided for in Section 5(c)(i) or 5(c)(ii) is held by a
court of competent jurisdiction to be unavailable to an indemnified party with
respect to any loss, liability, claim, damage or expense referred to herein, the
indemnifying party, in lieu of indemnifying such indemnified party hereunder,
shall contribute to the amount paid or payable by such indemnified party as a
result of such loss, liability, claim, damage or expense (i) in such proportion
as is appropriate to reflect the proportionate relative fault of the
indemnifying party on the one hand and the indemnified party on the other
(determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or omission relates to information supplied
by the indemnifying party or the indemnified party and the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent
such untrue statement or omission), or (ii) if the allocation provided by clause
(i) above is not permitted by applicable law or provides a lesser sum to the
indemnified party than the amount hereinafter calculated, then in such
proportion as is appropriate to reflect not only the proportionate relative
fault of the indemnifying party and the indemnified party, but also the relative
benefits received by the indemnifying party on the one hand and the indemnified
party on the other, as well as any other relevant equitable considerations. No
indemnified party guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution from any
indemnifying party who was not guilty of such fraudulent
misrepresentation.

     

    (vi)           Notwithstanding
the foregoing, to the extent that the provisions on indemnification and
contribution contained in the underwriting agreement entered into in connection
with an underwritten public offering are in conflict with the foregoing
provisions, the provisions in the underwriting agreement shall
control.


    
      
         


      

      
        12

        
          

        

      

      
         


      

    

     

    (vii)           Other
Indemnification.  Indemnification similar to that specified in
this Section (with appropriate modifications) shall be given by the Company and
each Subscriber of shares with respect to any required registration or other
qualification of securities under any federal or state law or regulation or
governmental authority other than the Securities Act.

     

    d.           Assignment of
Rights.  No Subscriber may assign its rights under this Section
5 to any party without the prior written consent of the Company; provided, however, that any
Subscriber may assign its rights under this Section 5 without such consent to a
Permitted Assignee as long as (i) such transfer or assignment is effected in
accordance with applicable securities laws; (ii) such transferee or assignee
agrees in writing to become subject to the terms of this Agreement; and (iii)
such subscriber notifies the Company in writing of such transfer or assignment,
stating the name and address of the transferee or assignee and identifying the
shares with respect to which such rights are being transferred or
assigned.

     

    For
purposes of this Section 5(d), “Permitted Assignee” means (1) with respect to a
partnership, its partners or former partners in accordance with their
partnership interests, (2) with respect to a corporation, its stockholders in
accordance with their interest in the corporation, (3) with respect to a limited
liability company, its members or former members in accordance with their
interest in the limited liability company, (4) with respect to an individual
party, any family member (spouse, descendants or trust the beneficial interests
of which are owned by any of such individuals) of such party, (5) an entity that
is controlled by, controls, or is under common control with a transferor, or (6)
a party to this Agreement.

     

    e.           Compliance.  The
Subscriber covenants and agrees that such Subscriber will comply with the
prospectus delivery requirements of the Securities Act as applicable to such
Subscriber in connection with sales of Shares pursuant to a registration
statement required hereunder.

     

    f.           Information by
Subscriber.  The Subscriber covenants and agrees that such
Subscriber, if included in any registration, shall furnish to the Company such
information as the Company may reasonably request in writing regarding such
Subscriber and the distribution proposed by such Subscriber including any
selling shareholder questionnaire if requested by the Company.

    


    8.           Transfer
Restrictions.  The Subscriber acknowledges and agrees as
follows:

     

    a.           The
PPO Units, the shares of Common Stock and the Warrants have not been registered
for sale under the Securities Act, in reliance on the private offering exemption
in Section 4(2) thereof; the Company does not intend to register the PPO Units,
the shares of Common Stock and the Warrants under the Securities Act at any time
in the future; and the undersigned will not immediately be entitled to the
benefits of Rule 144 with respect to the PPO Units, the shares of Common Stock
and the Warrants.


    
      
         


      

      
        13

        
          

        

      

      
         


      

    

     

    b.           The
Company is presently a “shell company” as defined in Rule 12b-2 under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”).  Pursuant
to Rule 144(i), securities issued by a current or former shell company (that is,
the Shares, the Warrants and the Warrant Shares) that otherwise meet the holding
period and other requirements of Rule 144 nevertheless cannot be sold in
reliance on Rule 144 until one year after the Company (a) is no longer a shell
company; and (b) has filed current “Form 10 information“ (as defined in Rule
144(i)) with the SEC reflecting that it is no longer a shell company, and
provided that at the time of a proposed sale pursuant to Rule 144, the Company
is subject to the reporting requirements of section 13 or 15(d) of the Exchange
Act and has filed all reports and other materials required to be filed by
section 13 or 15(d) of the Exchange Act, as applicable, during the preceding 12
months (or for such shorter period that the issuer was required to file such
reports and materials), other than Form 8-K reports.  As a result, the
restrictive legends on certificates for the Shares, the Warrants and the Warrant
Shares cannot be removed except in connection with an actual sale meeting the
foregoing requirements

     

    c.           The
Subscriber understands that the certificates representing the Shares and the
Warrants, until such time as the Shares or Warrant Shares (as the case may
be)  have been registered under the Securities Act, shall bear a
restrictive legend in substantially the following form (and a stop-transfer
order may be placed against transfer of such certificates or other
instruments):

    


    For U.S.
Persons:

    


    THE
SECURITIES REPRESENTED HEREBY [(AND THE SECURITIES ISSUABLE UPON THE EXERCISE
HEREOF)] HAVE BEEN ISSUED PURSUANT TO AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”).  THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES,
AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY NOT BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS THE SECURITIES ARE REGISTERED
UNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT IS AVAILABLE.  IN ADDITION, HEDGING TRANSACTIONS
INVOLVING SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE
SECURITIES ACT.

    


    
      	
               
      

            	
              For
      Non-U.S. Persons:

            


    

     

    THESE
SECURITIES WERE ISSUED IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S.
PERSONS (AS DEFINED IN REGULATION S) PURSUANT TO REGULATION S UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”). ACCORDINGLY, NONE OF
THE SECURITIES TO WHICH THIS CERTIFICATE RELATES HAVE BEEN REGISTERED UNDER THE
1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY
BE OFFERED OR SOLD IN THE UNITED STATES OR, DIRECTLY OR INDIRECTLY, TO U.S.
PERSONS EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE
STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE
SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE WITH THE 1933
ACT.


    
      
         


      

      
        14

        
          

        

      

      
         


      

    

     

    Furthermore,
the Warrants issued to investors purchasing units in this Offering in an
offshore transaction outside the United States in reliance on Regulation S will
bear an additional restrictive legend to the following effect:

     

    THIS
WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OF A U.S.
PERSON OR A PERSON IN THE UNITED STATES UNLESS THE WARRANT AND THE UNDERLYING
SECURITIES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT AND THE APPLICABLE
SECURITIES LEGISLATION OF ANY SUCH STATE OR AN EXEMPTION FROM SUCH REGISTRATION
REQUIREMENTS IS AVAILABLE.

     

    The
legend(s) set forth above shall be removed and the Company shall issue a
certificate without such legend to the holder of the Shares upon which it is
stamped, if (a) such Common Stock are being sold pursuant to a registration
statement under the Securities Act, or (b) such holder delivers to the
Company an opinion of counsel, in a reasonably acceptable form, to the Company
that a disposition of the Common Stock is being made pursuant to an exemption
from such registration.

     

    d.           No
governmental agency has passed upon the PPO Units, the shares of Common Stock
and the Warrants or made any finding or determination as to the wisdom of any
investments therein.

     

    e.           There
are substantial restrictions on the transferability of the shares of Common
Stock, and if the Company decides to issue certificates representing the shares
of Common Stock, restrictive legends will be placed on any such
certificates.

    


    9.           Indemnification.  The
Subscriber agrees to indemnify and hold harmless the Company,  any placement agent,
dealer or finder in the Offering, and their respective officers, directors,
employees, agents, advisors, control persons and affiliates from and against all
losses, liabilities, claims, damages, costs, fees and expenses whatsoever
(including, but not limited to, any and all expenses incurred in investigating,
preparing or defending against any litigation commenced or threatened) based
upon or arising out of any actual or alleged false acknowledgment,
representation or warranty, or misrepresentation or omission to state a material
fact, or breach by the Subscriber of any covenant or agreement made by the
Subscriber herein or in any other document delivered in connection with this
Agreement.

    


    10.           Modification.  This
Agreement shall not be modified or waived except by an instrument in writing
signed by the party against whom any such modification or waiver is
sought.


    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    11.           Notices.  All
notices or other communications which are required or permitted under this
Agreement shall be in writing and sufficient if transmitted by hand delivery, by
facsimile transmission, by registered or certified mail, postage pre-paid, by
electronic mail, or by nationally recognized overnight carrier, to the persons
at the addresses set forth below (or at such other address as may be provided
hereunder), and shall be deemed to have been delivered (i) if transmitted by
hand delivery, as of the date delivered, (ii) if transmitted by facsimile or
electronic mail, as of the date so transmitted with an automated confirmation of
delivery, (iii) if transmitted by nationally recognized overnight carrier, as of
the Business Day following the date of delivery to the carrier, and (iv) if
transmitted by registered or certified mail, postage pre-paid, on the third
Business Day following posting with the U.S. Postal Service: (a) if to the
Company, at the address set forth above, or (b) if to the Subscriber, at the
address set forth on the signature page hereof (or, in either case, to such
other address as the party shall have furnished in writing in accordance with
the provisions of this Section).

    


    12.           Assignability.  This
Agreement and the rights, interests and obligations hereunder are not
transferable or assignable by the Subscriber and the transfer or assignment of
the PPO Units, the shares of Common Stock, the Warrants or the shares of Common
Stock underlying the Warrants shall be made only in accordance with all
applicable laws.

    


    13.           Applicable
Law.  This Agreement shall be governed by and construed in
accordance with the laws of the State of New York, without reference to the
principles thereof relating to the conflict of laws.

     

    14.           Arbitration.  The
parties agree to submit all controversies to arbitration in accordance with the
provisions set forth below and understand that:

    


    (a)           Arbitration
is final and binding on the parties.

    


    (b)           The
parties are waiving their right to seek remedies in court, including the right
to a jury trial.

    


    (c)           Pre-arbitration
discovery is generally more limited and different from court
proceedings.

    


    (d)           The
arbitrator’s award is not required to include factual findings or legal
reasoning and any party’s right to appeal or to seek modification of rulings by
arbitrators is strictly limited.

    


    (e)           The
panel of arbitrators will typically include a minority of arbitrators who were
or are affiliated with the securities industry.

    


    (f)           All
controversies which may arise between the parties concerning this Agreement
shall be determined by arbitration pursuant to the rules then pertaining to the
Financial Industry Regulatory Authority in New York City, New
York.  Judgment on any award of any such arbitration may be entered in
the Supreme Court of the State of New York or in any other court having
jurisdiction of the person or persons against whom such award is
rendered.  Any notice of such arbitration or for the confirmation of
any award in any arbitration shall be sufficient if given in accordance with the
provisions of this Agreement.  The parties agree that the
determination of the arbitrators shall be binding and conclusive upon
them.


    
      
         


      

      
        16

        
          

        

      

      
         


      

    

     

    15.           Blue Sky
Qualification.  The purchase of PPO Units under this Agreement
is expressly conditioned upon the exemption from qualification of the offer and
sale of the PPO Units from applicable federal and state securities
laws.  The Company shall not be required to qualify this transaction
under the securities laws of any jurisdiction and, should qualification be
necessary, the Company shall be released from any and all obligations to
maintain its offer, and may rescind any sale contracted, in the
jurisdiction.

    


    16.           Use of
Pronouns.  All pronouns and any variations thereof used herein
shall be deemed to refer to the masculine, feminine, neuter, singular or plural
as the identity of the person or persons referred to may require.

    


    17.           Confidentiality.  The
Subscriber acknowledges and agrees that any information or data the Subscriber
has acquired from or about the Company, not otherwise properly in the public
domain, including, without limitation, the business summary of the Company, was
received in confidence.  The Subscriber agrees not to divulge,
communicate or disclose, except as may be required by law or for the performance
of this Agreement, or use to the detriment of the Company or for the benefit of
any other person, or misuse in any way, any confidential information of the
Company, including any scientific, technical, trade or business secrets of the
Company and any scientific, technical, trade or business materials that are
treated by the Company as confidential or proprietary, including, but not
limited to, ideas, discoveries, inventions, developments and improvements
belonging to the Company and confidential information obtained by or given to
the Company about or belonging to third parties. The Subscriber understands that
the Company may rely on his agreement of confidentiality to comply with the
exemptive provisions of Regulation FD under the Securities Act of 1933 as set
forth in Rule 100(a)(b)(2)(ii) of Regulation FD.  In addition, the
Subscriber acknowledges that he is aware that the United States securities laws
generally prohibit any person who is in possession of material nonpublic
information about a public company such as the Company from purchasing or
selling securities of such company.

    


    18.           Miscellaneous.

    


    (a)           This
Agreement constitutes the entire agreement between the Subscriber and the
Company with respect to the subject matter hereof and supersede all prior oral
or written agreements and understandings, if any, relating to the subject matter
hereof.  The terms and provisions of this Agreement may be waived, or
consent for the departure therefrom granted, only by a written document executed
by the party entitled to the benefits of such terms or provisions.

    


    (b)           The
representations and warranties of the Company and the Subscriber made in this
Agreement shall survive the execution and delivery hereof and delivery of the
Common Stock and the Warrants contained in the PPO Units.


    
      
         


      

      
        17

        
          

        

      

      
         


      

    

    


    (c)           Each
of the parties hereto shall pay its own fees and expenses (including the fees of
any attorneys, accountants, appraisers or others engaged by such party) in
connection with this Agreement and the transactions contemplated hereby, whether
or not the transactions contemplated hereby are consummated.

    


    (d)           This
Agreement may be executed in one or more original or facsimile counterparts,
each of which shall be deemed an original, but all of which shall together
constitute one and the same instrument.

    


    (e)           Each
provision of this Agreement shall be considered separable and, if for any reason
any provision or provisions hereof are determined to be invalid or contrary to
applicable law, such invalidity or illegality shall not impair the operation of
or affect the remaining portions of this Agreement.

    


    (f)           Paragraph
titles are for descriptive purposes only and shall not control or alter the
meaning of this Agreement as set forth in the text.

    


    (g)           The
Subscriber understands and acknowledges that there may be multiple Closings for
the Offering.

    


    (h)           The
Subscriber hereby agrees to furnish the Company such other information as the
Company may request prior to the Closing with respect to its subscription
hereunder.

    


    17.           Public
Disclosure.  Neither the Subscriber nor any officer, manager,
director, member, partner, stockholder, employee, affiliate, affiliated person
or entity of the Subscriber shall make or issue any press releases or otherwise
make any public statements or make any disclosures to any third person or entity
with respect to the transactions contemplated herein and will not make or issue
any press releases or otherwise make any public statements of any nature
whatsoever with respect to the Company without the Company’s express prior
approval.  The Company has the right to withhold such approval in its
sole discretion.

     

    [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


    
      
         


      

      
        18

        
          

        

      

      
         


      

    

     

    Exhibit 10.3


    How
to subscribe for PPO Units in the private offering of

    Li3
Energy, Inc., Inc.:

    


    
      	
              1.

            	
              Date and Fill in the
      number of PPO Units being purchased and Complete and Sign the
      Signature Page.

            


    

    


    
      	
              2.

            	
              Initial the Investor
      Certification page.

            


    

    


    
      	
              3.

            	
              Fax or email all forms and
      then send all signed original documents
to:

            


    

    


    Gottbetter
& Partners, LLP

    488
Madison Avenue, 12th Floor

    New York,
NY  10022

    Facsimile
Number:  (212) 400-6901

    Telephone
Number:  (212) 400-6900

    Attn:  Rachel
L. DeGenaro

    E-mail
Address:  rlg@gottbetter.com

    


    
      	
              4.

            	
              If
      you are paying the Purchase Price by check, a check for the
      exact dollar amount of the Purchase Price for the number of PPO Units you are
      purchasing should be made payable to the order of “CSC Trust Company of Delaware,
      Escrow Agent for LI3 ENERGY, INC.” and should sent to CSC Trust
      Company of Delaware, 2711 Centerville Road, One Little Falls Center,
      Wilmington, DA 19808.

            


    

    


    
      	
              5.

            	
              If
      you are paying the Purchase Price by wire transfer, you should send
      a wire transfer for the exact dollar amount of the Purchase Price for the
      number of PPO Units you are purchasing according to the following
      instructions:

            


    

    


    
      
        
          	
                  Bank:

                	 	
                  PNC
      Bank.

                
	
                  ABA
      Routing #:

                	 	
                  031100089

                
	
                  Account
      Name

                	 	
                  CSC
      Trust Company of Delaware

                
	
                  Account
      #:

                	 	
                  5605012373

                
	
                  Reference:

                	 	
                  “Li3
      Energy, Inc. #79-1341– [insert Subscriber’s
  name]”

                


        

      

    

    


    Thank you
for your interest,

    


    Li3
Energy, Inc.


    
      
         


      

      
        19

        
          

        

      

      
         


      

    

     

    Exhibit 10.3


    LI3
ENERGY, INC.

    SIGNATURE
PAGE TO

    SUBSCRIPTION
AGREEMENT

    


    IN
WITNESS WHEREOF, the Subscriber hereby executes this Subscription
Agreement.

     

    Dated: ______________________,
2009

    


    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                	
                                                                        SUBSCRIBER
      (individual)

                                                                      	 
      	
                                                                        SUBSCRIBER
      (entity)

                                                                      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                                                                        Signature

                                                                      	 
      	
                                                                        Name
      of Entity

                                                                      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                                                                        Print
      Name

                                                                      	 
      	
                                                                        Signature

                                                                      
	 
      	 
      	 
      
	 
      	 
      	
                                                                        Print Name:

                                                                      	 
      
	
                                                                        Signature
      (if Joint Tenants or Tenants in Common)

                                                                      	 
      	 
      	 
      
	 
      	 
      	
                                                                        Title:

                                                                      	 
      
	 
      	 
      	 
      	 
      
	
                                                                        Address
      of Principal Residence:

                                                                      	 
      	
                                                                        Address
      of Executive Offices:

                                                                      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                                                                        Social
      Security Number(s):

                                                                      	 
      	
                                                                        IRS
      Tax Identification Number:

                                                                      
	 
      	 
      	 
      
	 	 	 
	 
      	 
      	 
      
	
                                                                        Telephone
      Number:

                                                                      	 
      	
                                                                        Telephone
      Number:

                                                                      
	 	 	 
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                                                                        Facsimile
      Number:

                                                                      	 
      	
                                                                        Facsimile
      Number:

                                                                      
	 	 	 
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                                                                        E-mail
      Address:

                                                                      	 
      	
                                                                        E-mail
      Address:

                                                                      
	 
      	 
      	 
      
	 	 	 


                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


                                         
*      X        $0.25                      *           =          $                                

    Number of
PPO
Units                     Price
per PPO
Unit                         Purchase
Price

    


    
      	
              *

            	
              (All
      share and per share numbers have been adjusted to give effect to the
      15.625-for-1 forward stock split in the form of a dividend declared by the
      Company’s Board of Directors on October 19, 2009. The securities
      comprising the PPO Units will be delivered to the Subscriber after Closing
      promptly following the effective date of the Stock
  Split.)

            


    

     

    
      
         


      

      
        20

        
          

        

      

      
         


      

    


    
      LI3
ENERGY, INC.

    

     

    IN
WITNESS WHEREOF, the Company has duly executed this Subscription
Agreement.

     

    
      
        
          
            	
                    LI3
      ENERGY, INC.

                  
	 
      	 
      
	
                    By:

                  	 
      
	 
      	
                    Name:

                  
	 
      	
                    Title:

                  


          

        

      

    


    
      
         


      

      
        21

        
          

        

      

      
         


      

    


    LI3  ENERGY,
INC.

    


    ANTI-MONEY
LAUNDERING INFORMATION FORM

    (Please
fill out and return with requested documentation.)

    


    The
following information is required in accordance with the USA PATRIOT
ACT.

    


    INVESTOR
NAME:

    


    LEGAL
ADDRESS:

    


    SOCIAL
SECURITY # or TAX IDENTIFICATION # FOR INVESTOR:

    


    IDENTIFICATION &
DOCUMENTATION:

    


    Please
submit copy of non-expired identification for the authorized signatory(ies) on
the investment documents, showing name, date of birth and
signature:

    


    Current
Driver’s License    or    Valid
Passport   or    Identity Card

    


    If the
Investor is a corporation, please submit the following documents:

    Corporation
Documents, i.e. Articles of Incorporation, etc, including Corporate Resolutions
granting authority to signatories and designating what are the permitted
investments

    


    Source of
Funds:

    


    The
account will be funded by funds derived from:

    


    
      
        
          	 
      
	
                  Example:  investments,
      etc.

                


        

      

    

     

    
      
        
          
            
              	
                      Signature:

                    	 
      	 
      	 
      
	 
      	
                      Print
      Name

                    	 
      	
                      Date:

                    
	 
      	
                      Title
      (if applicable)

                    	 
      	 
      


            

          

        

      

    

     

    
      
         


      

      
        22

        
          

        

      

      
         


      

    

     

    Appendix
A


    LI3  ENERGY,
INC.

    INVESTOR
CERTIFICATION

    


    For
Individual Accredited Investors Only

    (all
Individual Accredited Investors must INITIAL where
appropriate):

    


    
      	
              Initial
      _______

            	
              I
      have a net worth (including home, furnishings and automobiles) in excess
      of $1,000,000 either individually or through aggregating my individual
      holdings and those in which I have a joint, community property or other
      similar shared ownership interest with my
  spouse.

            


    

    
      	
              Initial
      _______

            	
              I
      have had an annual gross income for the past two years of at least
      $200,000 (or $300,000 jointly with my spouse) and expect my income (or
      joint income, as appropriate) to reach the same level in the current
      year.

            


    

    


    
      For Non-Individual Accredited
Investors

    

    
      (all Non-Individual Accredited
Investors must INITIAL where
appropriate):

    

    


    
      	
              Initial
      _______

            	
              The
      investor certifies that it is a partnership, corporation, limited
      liability company or business trust that is 100% owned by persons who meet
      at least one of the criteria for Individual Investors set forth
      above.

            


    

    
      	
              Initial
      _______

            	
              The
      investor certifies that it is a partnership, corporation, limited
      liability company or business trust that has total assets of at least $5
      million and was not formed for the purpose of investing in the
      Company.

            


    

    
      	
              Initial
      _______

            	
              The
      investor certifies that it is an employee benefit plan whose investment
      decision is made by a plan fiduciary (as defined in ERISA §3(21)) that is
      a bank, savings and loan association, insurance company or registered
      investment adviser.

            


    

    
      	
              Initial
      _______

            	
              The
      investor certifies that it is an employee benefit plan whose total assets
      exceed $5,000,000 as of the date of this
  Agreement.

            


    

    
      	
              Initial
      _______

            	
              The
      undersigned certifies that it is a self-directed employee benefit plan
      whose investment decisions are made solely by persons who meet either of
      the criteria for Individual
Investors.

            


    

    
      	
              Initial
      _______

            	
              The
      investor certifies that it is a U.S. bank, U.S. savings and loan
      association or other similar U.S. institution acting in its individual or
      fiduciary capacity.

            


    

    
      	
              Initial
      _______

            	
              The
      undersigned certifies that it is a broker-dealer registered pursuant to
      §15 of the Securities Exchange Act of
1934.

            


    

    
      	
              Initial
      _______

            	
              The
      investor certifies that it is an organization described in §501(c)(3) of
      the Internal Revenue Code with total assets exceeding $5,000,000 and not
      formed for the specific purpose of investing in the
    Company.

            


    

    
      	
              Initial
      _______

            	
              The
      investor certifies that it is a trust with total assets of at least
      $5,000,000, not formed for the specific purpose of investing in the
      Company, and whose purchase is directed by a person with such knowledge
      and experience in financial and business matters that he is capable of
      evaluating the merits and risks of the prospective
    investment.

            


    

    
      	
              Initial
      _______

            	
              The
      investor certifies that it is a plan established and maintained by a state
      or its political subdivisions, or any agency or instrumentality thereof,
      for the benefit of its employees, and which has total assets in excess of
      $5,000,000.

            


    

    
      	
              Initial
      _______

            	
              The
      investor certifies that it is an insurance company as defined in §2(13) of
      the Securities Act, or a registered investment
  company.

            


    


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    
      LI3   ENERGY,
INC.

    

    
      INVESTOR
CERTIFICATION (continued)

    

    


    
      For
Non-U.S. Person Investors

    

    (all Investors who are not a U.S.
Person must INITIAL this section):

    


    
      	
              Initial
      _______

            	
              The
      Investor is not a “U.S. Person” as defined in Regulation S; and
      specifically the Purchaser is not:

            


    

    


    
      	
               
      

            	
              A.

            	
              a
      natural person resident in the United States of America, including its
      territories and possessions (“United
States”);

            


    

    
      	
               
      

            	
              B.

            	
              a
      partnership or corporation organized or incorporated under the laws of the
      United States;

            


    

    
      	
               
      

            	
              C.

            	
              an
      estate of which any executor or administrator is a U.S.
      Person;

            


    

    
      	
               
      

            	
              D.

            	
              a
      trust of which any trustee is a U.S.
Person;

            


    

    
      	
               
      

            	
              E.

            	
              an
      agency or branch of a foreign entity located in the United
      States;

            


    

    
      	
               
      

            	
              F.

            	
              a
      non-discretionary account or similar account (other than an estate or
      trust) held by a dealer or other fiduciary for the benefit or account of a
      U.S. Person;

            


    

    
      	
               
      

            	
              G.

            	
              a
      discretionary account or similar account (other than an estate or trust)
      held by a dealer or other fiduciary organized, incorporated, or (if an
      individual) resident in the United States;
or

            


    

    
      	
               
      

            	
              H.

            	
              a
      partnership or corporation: (i) organized or incorporated under the laws
      of any foreign jurisdiction; and (ii) formed by a U.S. Person principally
      for the purpose of investing in securities not registered under the
      Securities Act, unless it is organized or incorporated, and owned, by
      accredited investors (as defined in Rule 501(a) under the Act) who are not
      natural persons, estates or trusts.

            


    

    


    
      And, in
addition:

    

    


    
      	
               
      

            	
              I.

            	
              the
      Purchaser was not offered the Units in the United
  States;

            


    

    
      	
               
      

            	
              J.

            	
              at
      the time the buy-order for the Units was originated, the Purchaser was
      outside the United States; and

            


    

    
      	
               
      

            	
              K.

            	
              the
      Purchaser is purchasing the Units for its own account and not on behalf of
      any U.S. Person (as defined in Regulation S) and a sale of the Units has
      not been pre-arranged with a purchaser in the United
    States.

            


    


    
      
         


      

      
        2