Lithium Exploration Group, Inc.: Exhibit 10.12 - Filed by newsfilecorp.com





ESCROW AGREEMENT

          THIS
ESCROW AGREEMENT (this “Agreement”) is made as of June 29, 2011, by and
among Hagen Investment Ltd. (the “Purchaser”), Lithium Exploration Group,
Inc., a Nevada corporation (the “Company”) and Sichenzia Ross Friedman Ference
LLP, with an address at 61 Broadway, 32nd Floor, New York, New York
10006 (the “Escrow Agent”).

W I T N E S S E T H:

          WHEREAS,
the Company is selling certain convertible debentures (“Debentures”) in
the aggregate amount of up to $1,500,000 to the Purchaser pursuant to a
securities purchase agreement (the “SPA”); and

          WHEREAS,
the Company and Purchaser have requested that the Escrow Agent hold up to One
Million Five Hundred Thousand Dollars ($1,500,000) in escrow upon the terms set
forth herein (the “Funds”);

          NOW,
THEREFORE, in consideration of the covenants and mutual promises contained
herein and other good and valuable consideration, the receipt and legal
sufficiency of which are hereby acknowledged and intending to be legally bound
hereby, the parties agree as follows:

ARTICLE I

TERMS OF THE ESCROW

     1.1 The parties hereby agree to
establish an escrow account with the Escrow Agent whereby the Escrow Agent shall
hold the Funds.

     1.2 Upon the Escrow Agent’s
receipt of the Funds from the Purchaser for the Closing into its master escrow,
it shall telephonically advise the Company, or the Company’s designated attorney
or agent, of the amount of Funds it has received into its master escrow
account.

     1.3 Wire transfers to the Escrow
Agent shall be made as follows:


	Citibank 	  
	New York, NY 	  
	A/C of Sichenzia Ross Friedman Ference LLP
      (IOLA Account) 
	A/C#: 	92883436 
	ABA#: 	021000089 
	SWIFT Code: 	CITIUS33 
	REMARK: 	LITHIUM EXPLORATION
  



     1.4 Once the Escrow Agent
receives all of the closing documents from all parties as specified in the SPA
and the Release Notices, in the form attached hereto as Exhibit A (the
“Release Notice”), executed by the Purchaser the Company, the Escrow
Agent shall wire the aggregate Funds within three business days in accordance with
the written instructions attached hereto and deliver the Debenture and signature
pages to the appropriate parties per the Addendum. In the event that within five
Business Days of the Escrow Agent receiving the Release Notice executed by
Purchaser and the closing shall not have occurred, (i) Purchaser shall have the
right to demand the return of the Funds and (ii) the Escrow Agent shall also
have the right to return to Purchaser the Funds deposited by Purchaser in
escrow.




ARTICLE II

MISCELLANEOUS

     2.1 No waiver or any breach of
any covenant or provision herein contained shall be deemed a waiver of any
preceding or succeeding breach thereof, or of any other covenant or provision
herein contained. No extension of time for performance of any obligation or act
shall be deemed an extension of the time for performance of any other obligation
or act.

     2.2 Any and all notices or other
communications or deliveries required or permitted to be provided hereunder
shall be in writing and shall be deemed given and effective on the earliest of
(a) the date of transmission, if such notice or communication is delivered via
facsimile at the facsimile number set forth on the signature pages attached
hereto (and on the first page in the case of the Escrow Agent) prior to 5:30
p.m. (Eastern Time) on a Business Day, (b) the next Business Day after the date
of transmission, if such notice or communication is delivered via facsimile at
the facsimile number set forth on the signature pages attached hereto (or the
first page of this agreement in the case of the Escrow Agent) on a day that is
not a Business Day or later than 5:30 p.m. (Eastern Time) on any business Day,
(c) the 2nd business Day following the date of mailing, if sent by
U.S. nationally recognized overnight courier service, or (d) upon actual receipt
by the party to whom such notice is required to be given. As used herein,
“Business Day” shall mean any day other than Saturday, Sunday or other day on
which commercial banks in the City of New York are authorized or required by law
to remain closed. The address for such notices and communications shall be as
set forth above in the case of the Escrow Agent and on the signature pages
attached hereto, in the case of the the Purchaser and the Company, until changed
by notice given in accordance with this Section.

     2.3 This Escrow Agreement shall
be binding upon and shall inure to the benefit of the permitted successors and
permitted assigns of the parties hereto.

     2.4 This Escrow Agreement is the
final expression of, and contains the entire agreement between, the parties with
respect to the subject matter hereof and supersedes all prior understandings
with respect thereto. This Escrow Agreement may not be modified, changed,
supplemented or terminated, nor may any obligations hereunder be waived, except
by written instrument signed by the parties to be charged or by its agent duly
authorized in writing or as otherwise expressly permitted herein.

     2.5 Whenever required by the
context of this Escrow Agreement, the singular shall include the plural and
masculine shall include the feminine. This Escrow Agreement shall not be construed as if it had been prepared by one of the parties, but
rather as if all parties had prepared the same. Unless otherwise indicated, all
references to Articles are to this Escrow Agreement.

2




     2.6 The parties hereto expressly
agree that this Escrow Agreement shall be governed by, interpreted under and
construed and enforced in accordance with the laws of the State of New York. Any
action to enforce, arising out of, or relating in any way to, any provisions of
this Escrow Agreement shall only be brought in a state or Federal court sitting
in New York City.

     2.7 The Escrow Agent’s duties
hereunder may be altered, amended, modified or revoked only by a writing signed
by the Purchaser, the Company and the Escrow Agent.

     2.8 The Escrow Agent shall be
obligated only for the performance of such duties as are specifically set forth
herein and may rely and shall be protected in relying or refraining from acting
on any instrument reasonably believed by the Escrow Agent to be genuine and to
have been signed or presented by the proper party or parties. The Escrow Agent
shall not be personally liable for any act the Escrow Agent may do or omit to do
hereunder as the Escrow Agent while acting in good faith and in the absence of
gross negligence, fraud and willful misconduct, and any act done or omitted by
the Escrow Agent pursuant to the advice of the Escrow Agent’s attorneys-at-law
shall be conclusive evidence of such good faith, in the absence of gross
negligence, fraud and willful misconduct.

     2.9 The Escrow Agent is hereby
expressly authorized to disregard any and all warnings given by any of the
parties hereto or by any other person or corporation, excepting only orders or
process of courts of law and is hereby expressly authorized to comply with and
obey orders, judgments or decrees of any court. In case the Escrow Agent obeys
or complies with any such order, judgment or decree, the Escrow Agent shall not
be liable to any of the parties hereto or to any other person, firm or
corporation by reason of such decree being subsequently reversed, modified,
annulled, set aside, vacated or found to have been entered without
jurisdiction.

     2.10 The Escrow Agent shall not
be liable in any respect on account of the identity, authorization or rights of
the parties executing or delivering or purporting to execute or deliver the
Purchase Agreement or any documents or papers deposited or called for thereunder
in the absence of gross negligence, fraud and willful misconduct.

     2.11 The Escrow Agent shall be
entitled to employ such legal counsel and other experts as the Escrow Agent may
deem necessary properly to advise the Escrow Agent in connection with the Escrow
Agent’s duties hereunder, may rely upon the advice of such counsel, and may pay
such counsel reasonable compensation; provided that the costs of such
compensation shall be borne by the Escrow Agent. 

     2.12 The Escrow Agent’s
responsibilities as escrow agent hereunder shall terminate if the Escrow Agent
shall resign by giving written notice to the Company and the Purchaser. In the
event of any such resignation, the Purchaser and the Company shall appoint a
successor Escrow Agent and the Escrow Agent shall deliver to such successor
Escrow Agent any escrow funds held by the Escrow Agent.

3




     2.13 If the Escrow Agent
reasonably requires other or further instruments in connection with this Escrow
Agreement or obligations in respect hereto, the necessary parties hereto shall
join in furnishing such instruments.

     2.14 It is understood and agreed
that should any dispute arise with respect to the delivery and/or ownership or
right of possession of the documents (if any) or the escrow funds held by the
Escrow Agent hereunder, the Escrow Agent is authorized and directed in the
Escrow Agent’s sole discretion (1) to retain in the Escrow Agent’s possession
without liability to anyone all or any part of said documents or the escrow
funds until such disputes shall have been settled either by mutual written
agreement of the parties concerned by a final order, decree or judgment or a
court of competent jurisdiction after the time for appeal has expired and no
appeal has been perfected, but the Escrow Agent shall be under no duty
whatsoever to institute or defend any such proceedings or (2) to deliver the
escrow funds and any other property and documents held by the Escrow Agent
hereunder to a state or Federal court having competent subject matter
jurisdiction and located in the City of New York in accordance with the
applicable procedure therefore.

     2.15 The Purchaser and the
Company agree jointly and severally to indemnify and hold harmless the Escrow
Agent and its partners, employees, agents and representatives from any and all
claims, liabilities, costs or expenses in any way arising from or relating to
the duties or performance of the Escrow Agent hereunder or the transactions
contemplated hereby or by the Purchase Agreement other than any such claim,
liability, cost or expense to the extent the same shall have been determined by
final, unappealable judgment of a court of competent jurisdiction to have
resulted from the gross negligence, fraud or willful misconduct of the Escrow
Agent.

     2.16 The Escrow Agent shall be
permitted to act as counsel for one or more parties hereto in any transaction
and/or dispute including any dispute between any of the parties, whether or not
the Escrow Agent is then holding the escrow funds held by the Escrow Agent
hereunder. 

************************

4




          IN
WITNESS WHEREOF, the parties hereto have executed this Escrow Agreement as of
date first written above.

	 	PURCHASER:
	 	 
	 	HAGEN INVESTMENTS
      LTD. 
	 	 	 
	 	 	 
	 	By:  	/s/ Hugh O’Neill
	 	 	Name:
      Hugh O’Neill 
	 	 	Title:
      President 
	 	 	  
	 	 	 
	 	 	  
	 	COMPANY: 
	 	 	 
	 	LITHIUM EXPLORATION GROUP, INC.  
	 	 	 
	 	 	 
	 	By: 	/s/ Alexander Walsh
	 	 	Name:
      Alexander Walsh 
	 	 	Title:
      CEO 
	 	 	 
	 	ESCROW AGENT: 
	 	 	 
	 	SICHENZIA ROSS
      FRIEDMAN FERENCE LLP 
	 	 	 
	 	 	 
	 	By: 	/s/ Thomas Rose
	 	 	Name: Thomas Rose
	 	 	Title: Partner


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK




     EXHIBIT A 

RELEASE NOTICE

          The
UNDERSIGNED, pursuant to the Escrow Agreement, dated as of June 29, 2011, among
the undersigned and Sichenzia Ross Friedman Ference LLP, as Escrow Agent (the
“Escrow Agreement”; capitalized terms used herein and not defined shall
have the meaning ascribed to such terms in the Escrow Agreement), hereby
notifies the Escrow Agent that each of the Closing Conditions have been
satisfied or waived (including the delivery of the Assigned Portion (as defined
in the Addendum).

          The
undersigned Purchaser and Company hereby authorize and direct the Escrow Agent
to release the Funds in accordance as follows: 


	Transaction 	Amount 	Funding Instructions 
	1. Payment Sichenzia Ross Friedman Ference LLP of legal
      fees to 	$25,000 	
      Escrow Agent debits fee from the Escrow Account and makes wire transfer
      to: Account Name: Account of Sichenzia Ross Friedman Ference LLP Account
      Number: 49206659 Bank: Citibank New York, NY 10103 ABA Number: 021000089
 
 

    
	2. Balance of the Escrow Account to be wired to the Company
    	$975,000 	
      Escrow Agent debits fee from the Escrow Account and makes wire transfer
      to: 

      Account Name: Lithium Exploration Group 
Account Number: 943483230
      
Bank: Chase Bank 

      7908 E Chaparral Rd Ste
      C113 

      Scottsdale, AZ
      85250 

      ABA Number: 122100024

       




          IN
WITNESS WHEREOF, the undersigned have caused this Release Notice to be duly
executed and delivered as of this 29th day of June, 2011.

	HAGEN INVESTMENTS LTD. 	LITHIUM EXPLORATION GROUP, INC. 
	  	  
	  	  
	By: /s/ Hugh O’Neill	By: /s/ Alexander Walsh
	       Name: Hugh O’Neill 	       Name: Alexander
      Walsh 
	       Title: President 	       Title: CEO