Exhibit 10.9


 


ESCROW AGREEMENT


 


THIS AGREEMENT is made as of
the   ·   day
of   ·  ,
2009.


 


AMONG:


 


BE
RESOURCES INC.


(the “Issuer”)


 


-and-


 


EQUITY
TRANSFER & TRUST COMPANY


(the “Escrow Agent”)


 


-and-


 


THE PERSONS
LISTED ON SCHEDULE “A” ATTACHED


HERETO


(the “Securityholder” or “you” and collectively, the


“Securityholders”)


 


(collectively, the “Parties”)


 


THIS
AGREEMENT is being entered into by the Parties under National
Policy 46-201 Escrow for Initial Public
Offerings (the “Policy”)
in connection with the proposed distribution (the “IPO”), by the Issuer, an emerging issuer (as such term is
defined in the Policy), of common shares (“Common
Shares”);


 


FOR GOOD
AND VALUABLE CONSIDERATION, the Parties agree as
follows:


 


ARTICLE 1
ESCROW


 


1.1                                 Appointment of Escrow Agent


 


The Issuer and the
Securityholders appoint the Escrow Agent to act as escrow agent under this
Agreement. The Escrow Agent accepts the appointment.


 


1.2                                 Deposit of Escrow Securities in Escrow


 


(a)                                  You are
depositing the securities (“escrow securities”)
listed opposite your name in Schedule “A” with the Escrow Agent to be held
in escrow under this Agreement. You will immediately deliver or cause to be
delivered to the Escrow Agent any share certificates or other evidence of these
securities which you have or which you may later receive.


 


(b)                                 If you receive
any other securities (“additional escrow
securities”):


 


(i)                                     as a dividend
or other distribution on escrow securities;


 


(ii)                                  on the exercise
of a right of purchase, conversion or exchange attaching to escrow securities,
including securities received on conversion of special warrants;


 


(iii)                               on a
subdivision, or compulsory or automatic conversion or exchange of escrow
securities; or


 


(iv)                              from a
successor issuer in a business combination, if Part 6 of this Agreement
applies,


 


you will deposit them in
escrow with the Escrow Agent. You will deliver or cause to be delivered to the
Escrow Agent any share certificates or other evidence of those additional
escrow securities. When this Agreement refers to escrow securities, it includes
additional escrow securities.


 

















 


(c)                                  You will
immediately deliver to the Escrow Agent any replacement share certificates or
other evidence of additional escrow securities issued to you.


 


1.3                                 Direction to Escrow Agent


 


The Issuer and the
Securityholders direct the Escrow Agent to hold the escrow securities in escrow
until they are released from escrow under this Agreement.


 


ARTICLE 2
RELEASE OF ESCROW SECURITIES


 


2.1                                 Release Schedule for an Established Issuer


 


(a)          Usual case


 


If the Issuer is an
established issuer (as defined in section 3.3 of the Policy) and you have
not sold any escrow securities in a permitted secondary offering, your escrow
securities will be released as follows:


 


	
  On                     ,
  2009, the date the Issuer’s securities are listed on a Canadian exchange (the
  “listing date”)

  	
   

  	
  1/4 of your escrow securities

  
	
   

  	
   

  	
   

  
	
  6 months after the listing date

  	
   

  	
  1/3 of your remaining escrow securities

  
	
   

  	
   

  	
   

  
	
  12 months after the listing date

  	
   

  	
  1/2 of your remaining escrow securities

  
	
   

  	
   

  	
   

  
	
  18 months after the listing date

  	
   

  	
  your remaining escrow securities

  



 


Notes:


 


*In the simplest case, where
there are no changes to the escrow securities initially deposited and no
additional escrow securities, then the release schedule outlined above results
in the escrow securities being released in equal tranches of 25%.


 


(b)         Alternate meaning of “listing
date”


 


If the Issuer is an
established issuer, an alternate meaning for listing date is the date the
Issuer completes its IPO if the Issuer’s securities are listed on a Canadian
exchange immediately before its IPO.


 


(c)          If there is a permitted
secondary offering


 


(i)             If the Issuer is an
established issuer and you have sold in a permitted secondary offering 25% or
more of your escrow securities, your escrow securities will be released as
follows:


 


	
  For delivery to complete the IPO

  	
   

  	
  All escrow securities sold by you in the permitted secondary offering

  
	
   

  	
   

  	
   

  
	
  6 months after the listing date

  	
   

  	
  1/3 of your remaining escrow securities

  
	
   

  	
   

  	
   

  
	
  12 months after the listing date

  	
   

  	
  1/2 of your remaining escrow securities

  
	
   

  	
   

  	
   

  
	
  18 months after the listing date

  	
   

  	
  your remaining escrow securities

  



 


Notes:


 


*In the simplest case, where
there are no changes to the remaining escrow securities upon completion of the
permitted secondary offering and no additional escrow securities, the release
schedule outlined above results in the remaining escrow securities being
released in equal tranches of 331/3%.


 


2

















 


(d)         If the Issuer is an
established issuer and you have sold in a permitted secondary offering less
than 25% of your escrow securities, your escrow securities will be released as
follows:


 


	
  For delivery to complete the IPO

  	
   

  	
  All escrow securities sold by you in the permitted secondary offering

  
	
   

  	
   

  	
   

  
	
  On the listing date

  	
   

  	
  1/4 of your original number of escrow securities
  less the escrow securities sold by you in the permitted secondary offering

  
	
   

  	
   

  	
   

  
	
  6 months after the listing date

  	
   

  	
  1/3 of your remaining escrow securities

  
	
   

  	
   

  	
   

  
	
  12 months after the listing date

  	
   

  	
  1/2 of your remaining escrow securities

  
	
   

  	
   

  	
   

  
	
  18 months after the listing date

  	
   

  	
  your remaining escrow securities

  



 


Notes:


 


*In the simplest case, where
there are no changes to the remaining escrow securities upon completion of the
permitted secondary offering and no additional escrow securities, the release
schedule outlined above results in the remaining escrow securities being
released in equal tranches of 331/3% after completion of the release on the listing date.


 


(e)          Additional escrow securities


 


If you acquire additional
escrow securities, those securities will be added to the securities already in
escrow, to increase the number of remaining escrow securities. After that, all
of the escrow securities will be released in accordance with the applicable
release schedule in the tables above.


 


2.2                                 Release Schedule for an Emerging Issuer


 


(a)          Usual case


 


If the Issuer is an emerging
issuer (as defined in section 3.3 of the Policy) and you have not sold any
escrow securities in a permitted secondary offering, your escrow securities
will be released as follows:


 


	
  On                 ,
  2009, the date the Issuer’s securities are listed on a Canadian exchange (the
  “listing date”)

  	
   

  	
  1/10 of your escrow securities

  
	
   

  	
   

  	
   

  
	
  6 months after the listing date

  	
   

  	
  1/6 of your remaining escrow securities

  
	
   

  	
   

  	
   

  
	
  12 months after the listing date

  	
   

  	
  1/5 of your remaining escrow securities

  
	
   

  	
   

  	
   

  
	
  18 months after the listing date

  	
   

  	
  1/4 of your remaining escrow securities

  
	
   

  	
   

  	
   

  
	
  24 months after the listing date

  	
   

  	
  1/3 of your remaining escrow securities

  
	
   

  	
   

  	
   

  
	
  30 months after the listing date

  	
   

  	
  1/2 of your remaining escrow securities

  
	
   

  	
   

  	
   

  
	
  36 months after the listing date

  	
   

  	
  your remaining escrow securities

  



 


Notes:


 


*In the simplest case, where
there are no changes to the escrow securities initially deposited and no
additional escrow securities, the release schedule outlined above results in
the escrow securities being released in equal tranches of 15% after completion
of the release on the listing date.


 


3

















 


(b)         Alternate meaning of “listing
date”


 


If
the Issuer is an emerging issuer, an alternate meaning for listing date is the
date the Issuer completes its IPO if:


 


(i)             the Issuer’s securities are
not listed on a Canadian exchange immediately after its IPO; or


 


(ii)          the Issuer’s securities are
listed on a Canadian exchange immediately before its IPO.


 


(c)          If there is a permitted
secondary offering


 


(i)             If the Issuer is an emerging
issuer and you have sold in a permitted secondary offering 10% or more of your
escrow securities, your escrow securities will be released as follows:


 


	
  For delivery to complete the IPO

  	
   

  	
  All escrow securities sold by you in the permitted secondary offering

  
	
   

  	
   

  	
   

  
	
  6 months after the listing date

  	
   

  	
  1/6 of your remaining escrow securities

  
	
   

  	
   

  	
   

  
	
  12 months after the listing date

  	
   

  	
  1/5 of your remaining escrow securities

  
	
   

  	
   

  	
   

  
	
  18 months after the listing date

  	
   

  	
  1/4 of your remaining escrow securities

  
	
   

  	
   

  	
   

  
	
  24 months after the listing date

  	
   

  	
  1/3 of your remaining escrow securities

  
	
   

  	
   

  	
   

  
	
  30 months after the listing date

  	
   

  	
  1/2 of your remaining escrow securities

  
	
   

  	
   

  	
   

  
	
  36 months after the listing date

  	
   

  	
  your remaining escrow securities

  



 


Notes:


 


*In the simplest case, where
there are no changes to the remaining escrow securities upon completion of the
permitted secondary offering and no additional escrow securities, the release
schedule outlined above results in the remaining escrow securities being
released in equal tranches of 162/3%.


 


(ii)          If the Issuer is an emerging
issuer and you have sold in a permitted secondary offering less than 10% of
your escrow securities, your escrow securities will be released as follows:


 


	
  For delivery to complete the IPO

  	
   

  	
  All escrow securities sold by you in the permitted secondary offering

  
	
   

  	
   

  	
   

  
	
  On the listing date

  	
   

  	
  1/10 of your original number of escrow securities
  less the escrow securities sold by you in the permitted secondary offering

  
	
   

  	
   

  	
   

  
	
  6 months after the listing date

  	
   

  	
  1/6 of your remaining escrow securities

  
	
   

  	
   

  	
   

  
	
  12 months after the listing date

  	
   

  	
  1/5 of your remaining escrow securities

  
	
   

  	
   

  	
   

  
	
  18 months after the listing date

  	
   

  	
  1/4 of your remaining escrow securities

  
	
   

  	
   

  	
   

  
	
  24 months after the listing date

  	
   

  	
  1/3 of your remaining escrow securities

  
	
   

  	
   

  	
   

  
	
  30 months after the listing date

  	
   

  	
  1/2 of your remaining escrow securities

  
	
   

  	
   

  	
   

  
	
  36 months after the listing date

  	
   

  	
  your remaining escrow securities

  



 


Notes:


 


*In the simplest case, where
there are no changes to the remaining escrow securities upon completion of the permitted
secondary offering and no additional escrow securities, the


 


4

















 


release schedule outlined
above results in the remaining escrow securities being released in equal
tranches of 162/3% after completion of the
release on the listing date.


 


(d)         Additional Escrow Securities


 


If you acquire additional
escrow securities, those securities will be added to the securities already in
escrow, to increase the number of remaining escrow securities. After that, all
of the escrow securities will be released in accordance with the applicable
release schedule in the tables above.


 


2.3                                 Delivery of Share Certificates for Escrow Securities


 


The Escrow Agent will send
to each Securityholder any share certificates or other evidence of that
Securityholder’s escrow securities in the possession of the Escrow Agent
released from escrow as soon as reasonably practicable after the release.


 


2.4                                 Replacement Certificates


 


If, on the date a
Securityholder’s escrow securities are to be released, the Escrow Agent holds a
share certificate or other evidence representing more escrow securities than
are to be released, the Escrow Agent will deliver the share certificate or
other evidence to the Issuer or its transfer agent and request replacement
share certificates or other evidence. The Issuer will cause replacement share
certificates or other evidence to be prepared and delivered to the Escrow
Agent. After the Escrow Agent receives the replacement share certificates or
other evidence, the Escrow Agent will send to the Securityholder or at the
Securityholder’s direction, the replacement share certificate or other evidence
of the escrow securities released. The Escrow Agent and Issuer will act as soon
as reasonably practicable.


 


2.5                                 Release upon Death


 


(a)                                  If a
Securityholder dies, the Securityholder’s escrow securities will be released
from escrow immediately. The Escrow Agent will deliver any share certificates
or other evidence of the escrow securities in the possession of the Escrow
Agent to the Securityholder’s legal representative.


 


(b)                                 Prior to
delivery the Escrow Agent must receive:


 


(i)                                     a certified
copy of the death certificate; and


 


(ii)                                  any evidence of
the legal representative’s status that the Escrow Agent may reasonably require.


 


ARTICLE 3
EARLY RELEASE ON CHANGE OF ISSUER STATUS


 


3.1                                 Becoming an Established Issuer


 


If the Issuer is an emerging
issuer on the date of this Agreement and, during the term of this Agreement,
the Issuer:


 


(a)                                  lists its
securities on The Toronto Stock Exchange Inc.;


 


(b)                                 becomes a TSX
Venture Exchange Inc. (“TSX Venture”)
Tier 1 issuer; or


 


(c)                                  lists or quotes
its securities on an exchange or market outside Canada that its “principal
regulator” or, if the Issuer has only filed its IPO prospectus in one
jurisdiction, the securities regulator in that jurisdiction, is satisfied has
minimum listing requirements at least equal to those of TSX Venture
Tier 1,


 


then the Issuer becomes an established issuer
and the escrow securities shall be released in accordance with Section 3.2.


 


5

















 


3.2                                 Release of Escrow Securities


 


(a)                                  When an
emerging issuer becomes an established issuer, the release schedule for its
escrow securities changes.


 


(b)                                 If an emerging
issuer becomes an established issuer 18 months or more after its listing
date, all escrow securities will be released immediately.


 


(c)                                  If an emerging
issuer becomes an established issuer within 18 months after its listing
date, all escrow securities that would have been released to that time, if the
Issuer had been an established issuer on its listing date, will be released
immediately. Remaining escrow securities will be released in equal installments
on the day that is 6 months, 12 months and 18 months after the
listing date.


 


3.3                                 Filing Requirements


 


Escrow
securities will not be released under this Part until the Issuer does the
following:


 


(a)                                  at least
20 days before the date of the first release of escrow securities under
the new release schedule, files with the securities regulators in the
jurisdictions in which it is a reporting issuer


 


(i)                                     a certificate
signed by a director or officer of the Issuer authorized to sign stating


 


(1)          that the Issuer has become
an established issuer by satisfying one of the conditions in section 3.1
and specifying the condition, and


 


(2)          the number of escrow
securities to be released on the first release date under the new release
schedule, and


 


(ii)                                  a copy of a
letter or other evidence from the exchange or quotation service confirming that
the Issuer has satisfied the condition to become an established issuer; and


 


(b)                                 at least
10 days before the date of the first release of escrow securities under
the new release schedule, issues and files with the securities regulators in
the jurisdictions in which it is a reporting issuer a news release disclosing
details of the first release of the escrow securities and the change in the
release schedule, and sends a copy of such filing to the Escrow Agent.


 


3.4                                 Amendment of Release Schedule


 


The new release schedule
will apply 10 days after the Escrow Agent receives a certificate signed by
a director or officer of the Issuer authorized to sign


 


(a)                                  stating that
the Issuer has become an established issuer by satisfying one of the conditions
in section 3.1 and specifying the condition;


 


(b)                                 stating that
the release schedule for the Issuer’s escrow securities has changed;


 


(c)                                  stating that
the Issuer has issued a news release at least 10 days before the first
release date under the new release schedule and specifying the date that the
news release was issued; and


 


(d)                                 specifying the
new release schedule.


 


ARTICLE 4
DEALING WITH ESCROW SECURITIES


 


4.1                                 Restriction on Transfer, etc.


 


Unless it is expressly
permitted in this Agreement, you will not sell, transfer, assign, mortgage,
enter into a derivative transaction concerning, or otherwise deal in any way
with your escrow securities or any related share certificates or other evidence
of the escrow securities. If a Securityholder is a


 


6

















 


private company controlled by one or more
principals (as defined in section 3.5 of the Policy) of the Issuer, the
Securityholder may not participate in a transaction that results in a change of
its control or a change in the economic exposure of the principals to the risks
of holding escrow securities.


 


4.2                                 Pledge, Mortgage or Charge as Collateral for a Loan


 


You may pledge, mortgage or
charge your escrow securities to a financial institution as collateral for a
loan, provided that no escrow securities or any share certificates or other
evidence of escrow securities will be transferred or delivered by the Escrow
Agent to the financial institution for this purpose. The loan agreement must
provide that the escrow securities will remain in escrow if the lender realizes
on the escrow securities to satisfy the loan.


 


4.3                                 Voting of Escrow Securities


 


You may exercise any voting
rights attached to your escrow securities.


 


4.4                                 Dividends on Escrow Securities


 


You may receive a dividend
or other distribution on your escrow securities, and elect the manner of
payment from the standard options offered by the Issuer. If the Escrow Agent
receives a dividend or other distribution on your escrow securities, other than
additional escrow securities, the Escrow Agent will pay the dividend or other
distribution to you on receipt.


 


4.5                                 Exercise of Other Rights Attaching to Escrow Securities


 


You may exercise your rights
to exchange or convert your escrow securities in accordance with this
Agreement.


 


ARTICLE 5
PERMITTED TRANSFERS WITHIN ESCROW


 


5.1                                 Transfer to Directors and Senior Officers


 


(a)                                  You may
transfer escrow securities within escrow to existing or, upon their
appointment, incoming directors or senior officers of the Issuer or any of its
material operating subsidiaries, if the Issuer’s board of directors has
approved the transfer.


 


(b)                                 Prior to the
transfer the Escrow Agent must receive:


 


(i)                                     a certified
copy of the resolution of the board of directors of the Issuer approving the
transfer;


 


(ii)                                  a certificate
signed by a director or officer of the Issuer authorized to sign, stating that
the transfer is to a director or senior officer of the Issuer or a material
operating subsidiary and that any required approval from the Canadian exchange
the Issuer is listed on has been received;


 


(iii)                               an acknowledgment
in the form of Schedule “B” signed by the transferee;


 


(iv)                              copies of the
letters sent to the securities regulators described in subsection (c) accompanying
the acknowledgement; and


 


(v)                                 a transfer
power of attorney, completed and executed by the transferor in accordance with
the requirements of the Issuer’s transfer agent.


 


(c)                                  At least
10 days prior to the transfer, the Issuer will file a copy of the
acknowledgement with the securities regulators in the jurisdictions in which it
is a reporting issuer.


 


7

















 


5.2                                 Transfer to Other Principals


 


(a)                                  You may
transfer escrow securities within escrow:


 


(i)                                     to a person or
company that before the proposed transfer holds more than 20% of the voting
rights attached to the Issuer’s outstanding securities; or


 


(ii)                                  to a person or
company that after the proposed transfer


 


(A)      will hold more than 10% of
the voting rights attached to the Issuer’s outstanding securities, and


 


(B)        has the right to elect or
appoint one or more directors or senior officers of the Issuer or any of its
material operating subsidiaries.


 


(b)                                 Prior to the
transfer the Escrow Agent must receive:


 


(i)                                     a certificate
signed by a director or officer of the Issuer authorized to sign stating that


 


(A)      the transfer is to a person
or company that the officer believes, after reasonable investigation, holds
more than 20% of the voting rights attached to the Issuer’s outstanding
securities before the proposed transfer, or


 


(B)        the transfer is to a person
or company that:


 


(I)            the officer believes, after
reasonable investigation, will hold more than 10% of the voting rights attached
to the Issuer’s outstanding securities, and


 


(II)        has the right to elect or
appoint one or more directors or senior officers of the Issuer or any of its
material operating subsidiaries


 


after
the proposed transfer, and


 


(C)        any required approval from
the Canadian exchange the Issuer is listed on has been received;


 


(ii)                                  an
acknowledgment in the form of Schedule “B” signed by the transferee;


 


(iii)                               copies of the
letters sent to the securities regulators accompanying the acknowledgement; and


 


(iv)                              a transfer
power of attorney, executed by the transferor in accordance with the
requirements of the Issuer’s transfer agent.


 


(c)                                  At least
10 days prior to the transfer, the Issuer will file a copy of the
acknowledgement with the securities regulators in the jurisdictions in which it
is a reporting issuer.


 


5.3                                 Transfer upon Bankruptcy


 


(a)                                  You may
transfer escrow securities within escrow to a trustee in bankruptcy or another
person or company entitled to escrow securities on bankruptcy.


 


(b)                                 Prior to the
transfer, the Escrow Agent must receive:


 


(i)                                     a certified
copy of either:


 


(1)          the assignment in bankruptcy
filed with the Superintendent of Bankruptcy, or


 


(2)          the receiving order
adjudging the Securityholder bankrupt;


 


(ii)                                  a certified
copy of a certificate of appointment of the trustee in bankruptcy;


 


8

















 


(iii)                               a transfer
power of attorney, completed and executed by the transferor in accordance with
the requirements of the Issuer’s transfer agent; and


 


(iv)                              an
acknowledgment in the form of Schedule “B” signed by:


 


(1)          the trustee in bankruptcy,
or


 


(2)          on direction from the
trustee, with evidence of that direction attached to the acknowledgment form,
another person or company legally entitled to the escrow securities.


 


(c)                                  Within
10 days after the transfer, the transferee of the escrow securities will
file a copy of the acknowledgment with the securities regulators in the
jurisdictions in which the Issuer is a reporting issuer.


 


5.4                                 Transfer Upon Realization of Pledged, Mortgaged or Charged Escrow
Securities


 


(a)                                  You may
transfer within escrow to a financial institution the escrow securities you
have pledged, mortgaged or charged under section 4.2 to that financial
institution as collateral for a loan on realization of the loan.


 


(b)                                 Prior to the
transfer the Escrow Agent must receive:


 


(i)                                     a statutory
declaration of an officer of the financial institution that the financial
institution is legally entitled to the escrow securities;


 


(ii)                                  a transfer
power of attorney, executed by the transferor in accordance with the
requirements of the Issuer’s transfer agent; and


 


(iii)                               an
acknowledgement in the form of Schedule “B” signed by the financial
institution.


 


(c)                                  Within
10 days after the transfer, the transferee of the escrow securities will
file a copy of the acknowledgment with the securities regulators in the
jurisdictions in which the Issuer is a reporting issuer.


 


5.5                                 Transfer to Certain Plans and Funds


 


(a)                                  You may
transfer escrow securities within escrow to or between a registered retirement
savings plan (RRSP), registered retirement income fund (RRIF) or other similar
registered plan or fund with a trustee, where the annuitant of the RRSP or
RRIF, or the beneficiaries of the other registered plan or fund are limited to
you and your spouse, children and parents, or, if you are the trustee of such a
registered plan or fund, to the annuitant of the RRSP or RRIF, or a beneficiary
of the other registered plan or fund, as applicable, or his or her spouse,
children and parents.


 


(b)                                 Prior to the
transfer the Escrow Agent must receive:


 


(i)                                     evidence from
the trustee of the transferee plan or fund, or the trustee’s agent, stating
that, to the best of the trustee’s knowledge, the annuitant of the RRSP or
RRIF, or the beneficiaries of the other registered plan or fund do not include
any person or company other than you and your spouse, children and parents;


 


(ii)                                  a transfer
power of attorney, executed by the transferor in accordance with the
requirements of the Issuer’s transfer agent; and


 


(iii)                               an
acknowledgement in the form of Schedule “B” signed by the trustee of the
plan or fund.


 


9

















 


(c)                                  Within
10 days after the transfer, the transferee of the escrow securities will
file a copy of the acknowledgment with the securities regulators in the
jurisdictions in which the Issuer is a reporting issuer.


 


5.6                                 Effect of Transfer Within Escrow


 


After the transfer of escrow
securities within escrow, the escrow securities will remain in escrow and
released from escrow under this Agreement as if no transfer has occurred on the
same terms that applied before the transfer. The Escrow Agent will not deliver
any share certificates or other evidence of the escrow securities to
transferees under this Part 5.


 


ARTICLE 6
BUSINESS COMBINATIONS


 


6.1                                 Business Combinations


 


This
Part applies to the following (“business
combinations”):


 


(a)                                  a formal
take-over bid for all outstanding equity securities of the Issuer or which, if
successful, would result in a change of control of the Issuer;


 


(b)                                 a formal issuer
bid for all outstanding equity securities of the Issuer;


 


(c)                                  a statutory
arrangement;


 


(d)                                 an
amalgamation;


 


(e)                                  a merger; or


 


(f)                                    a
reorganization that has an effect similar to an amalgamation or merger.


 


6.2                                 Delivery to Escrow Agent


 


You may tender your escrow
securities to a person or company in a business combination. At least five
business days prior to the date the escrow securities must be tendered under
the business combination, you must deliver to the Escrow Agent:


 


(a)                                  a written
direction signed by you that directs the Escrow Agent to deliver to the
depositary under the business combination any share certificates or other
evidence of the escrow securities and a completed and executed cover letter or
similar document and, where required, transfer power of attorney completed and
executed for transfer in accordance with the requirements of the depositary,
and any other documentation specified or provided by you and required to be
delivered to the depositary under the business combination; and


 


(b)                                 any other
information concerning the business combination as the Escrow Agent may
reasonably request.


 


6.3                                 Delivery to Depositary


 


As soon as reasonably
practicable, and in any event no later than three business days after the
Escrow Agent receives the documents and information required under
section 6.2, the Escrow Agent will deliver to the depositary, in
accordance with the direction, any share certificates or other evidence of the
escrow securities, and a letter addressed to the depositary that:


 


(a)                                  identifies the
escrow securities that are being tendered;


 


(b)                                 states that the
escrow securities are held in escrow;


 


(c)                                  states that the
escrow securities are delivered only for the purposes of the business
combination and that they will be released from escrow only after the Escrow
Agent receives the information described in section 6.4;


 


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(d)                                 if any share
certificates or other evidence of the escrow securities have been delivered to
the depositary, requires the depositary to return to the Escrow Agent, as soon
as practicable, any share certificates or other evidence of escrow securities
that are not released from escrow into the business combination; and


 


(e)                                  where
applicable, requires the depositary to deliver or cause to be delivered to the
Escrow Agent, as soon as practicable, any share certificates or other evidence
of additional escrow securities that you acquire under the business
combination.


 


6.4                                 Release of Escrow Securities to Depositary


 


The Escrow Agent will
release from escrow the tendered escrow securities when the Escrow Agent
receives a declaration signed by the depositary or, if the direction identifies
the depositary as acting on behalf of another person or company in respect of
the business combination, by that other person or company, that:


 


(a)                                  the terms and
conditions of the business combination have been met or waived; and


 


(b)                                 the escrow
securities have either been taken up and paid for or are subject to an
unconditional obligation to be taken up and paid for under the business
combination.


 


6.5                                 Escrow of New Securities


 


If you receive securities (“new securities”) of another issuer (“successor issuer”) in exchange for your
escrow securities, the new securities will be subject to escrow in substitution
for the tendered escrow securities if, immediately after completion of the
business combination:


 


(a)                                  the successor
issuer is not an exempt issuer (as defined in section 3.2 of the Policy);


 


(b)                                 you are a
principal (as defined in section 3.5 of the Policy) of the successor
issuer; and


 


(c)                                  you hold more
than 1% of the voting rights attached to the successor issuer’s outstanding
securities. (In calculating this percentage, include securities that may be
issued to you under outstanding convertible securities in both your securities
and the total securities outstanding.)


 


6.6                                 Release from Escrow of New Securities


 


(a)                                  As soon as
reasonably practicable after the Escrow Agent receives:


 


(i)             a certificate from the
successor issuer signed by a director or officer of the successor issuer
authorized to sign


 


(1)          stating that it is a
successor issuer to the Issuer as a result of a business combination and
whether it is an emerging issuer or an established issuer under the Policy, and


 


(2)          listing the Securityholders
whose new securities are subject to escrow under section 6.5,


 


the escrow securities of the
Securityholders whose new securities are not subject to escrow under
section 6.5 will be released, and the Escrow Agent will send any share
certificates or other evidence of the escrow securities in the possession of
the Escrow Agent in accordance with section 2.3.


 


(b)                                 If your new
securities are subject to escrow, unless subsection (c) applies, the
Escrow Agent will hold your new securities in escrow on the same terms and
conditions, including release dates, as applied to the escrow securities that
you exchanged.


 


(c)                                  If the Issuer
is


 


11

















 


(i)             an emerging issuer, the
successor issuer is an established issuer, and the business combination occurs
18 months or more after the Issuer’s listing date, all escrow securities
will be released immediately; and


 


(ii)          an emerging issuer, the
successor issuer is an established issuer, and the business combination occurs
within 18 months after the Issuer’s listing date, all escrow securities
that would have been released to that time, if the Issuer was an established
issuer on its listing date, will be released immediately. Remaining escrow
securities will be released in equal instalments on the day that is
6 months, 12 months and 18 months after the Issuer’s listing
date.


 


ARTICLE 7 RESIGNATION OF ESCROW AGENT


 


7.1                                 Resignation of Escrow Agent


 


(a)                                  If the Escrow
Agent wishes to resign as escrow agent, the Escrow Agent will give written
notice to the Issuer.


 


(b)                                 If the Issuer
wishes to terminate the Escrow Agent as escrow agent, the Issuer will give written
notice to the Escrow Agent.


 


(c)                                  If the Escrow
Agent resigns or is terminated, the Issuer will be responsible for ensuring
that the Escrow Agent is replaced not later than the resignation or termination
date by another escrow agent that is acceptable to the securities regulators
having jurisdiction in the matter and that has accepted such appointment, which
appointment will be binding on the Issuer and the Securityholders.


 


(d)                                 The resignation
or termination of the Escrow Agent will be effective, and the Escrow Agent will
cease to be bound by this Agreement, on the date that is 60 days after the
date of receipt of the notices referred to above by the Escrow Agent or Issuer,
as applicable, or on such other date as the Escrow Agent and the Issuer may
agree upon (the “resignation or termination date”), provided that the
resignation or termination date will not be less than 10 business days before a
release date.


 


(e)                                  If the Issuer
has not appointed a successor escrow agent within 60 days of the
resignation or termination date, the Escrow Agent will apply, at the Issuer’s
expense, to a court of competent jurisdiction for the appointment of a
successor escrow agent, and the duties and responsibilities of the Escrow Agent
will cease immediately upon such appointment.


 


(f)                                    On any new
appointment under this section, the successor Escrow Agent will be vested with
the same powers, rights, duties and obligations as if it had been originally
named herein as Escrow Agent, without any further assurance, conveyance, act or
deed. The predecessor Escrow Agent, upon receipt of payment for any outstanding
account for its services and expenses then unpaid, will transfer, deliver and
pay over to the successor Escrow Agent, who will be entitled to receive, all
securities, records or other property on deposit with the predecessor Escrow
Agent in relation to this Agreement and the predecessor Escrow Agent will
thereupon be discharged as Escrow Agent.


 


(g)                                 If any changes
are made to Part 8 of this Agreement as a result of the appointment of the
successor Escrow Agent, those changes must not be inconsistent with the Policy
and the terms of this Agreement and the Issuer to this Agreement will
file a copy of the new Agreement with the securities regulators with
jurisdiction over this Agreement and the escrow securities.


 


12

















 


ARTICLE 8 OTHER CONTRACTUAL ARRANGEMENTS


 


8.1                                 Escrow Agent Not a Trustee


 


The Escrow Agent accepts duties and
responsibilities under this Agreement, and the escrow securities and any share
certificates or other evidence of these securities, solely as a custodian,
bailee and agent. No trust is intended to be, or is or will be, created hereby
and the Escrow Agent shall owe no duties hereunder as a trustee.


 


8.2                                 Escrow Agent Not Responsible for Genuineness


 


The Escrow Agent will not be responsible or
liable in any manner whatever for the sufficiency, correctness, genuineness or
validity of any escrow security deposited with it.


 


8.3                                 Escrow Agent Not Responsible for Furnished Information


 


The Escrow Agent will have no responsibility
for seeking, obtaining, compiling, preparing or determining the accuracy of any
information or document, including the representative capacity in which a party
purports to act, that the Escrow Agent receives as a condition to a release
from escrow or a transfer of escrow securities within escrow under this
Agreement.


 


8.4                                 Escrow Agent Not Responsible after Release


 


The Escrow Agent will have
no responsibility for escrow securities that it has released to a
Securityholder or at a Securityholder’s direction according to this Agreement.


 


8.5                                 Indemnification of Escrow Agent


 


(a)                                  The Issuer does
hereby, and to the extent any Securityholder is directly responsible, then the
Issuer together with such Securityholder jointly and severally does hereby:


 


(i)             release, indemnify and save
harmless the Escrow Agent from all liabilities, actions, costs (including legal
costs, expenses and disbursements), charges, claims, demands, damages, losses
and expenses resulting from or arising out of the Escrow Agent’s performance of
its duties under this Agreement in good faith and without negligence;


 


(ii)          agree not to make or bring a
claim or demand, or commence any action, against the Escrow Agent in respect of
its performance of its duties under this Agreement in good faith and without
negligence; and


 


(iii)       agree to indemnify and save
harmless the Escrow Agent from all costs (including legal costs, expenses and
disbursements) and damages that the Escrow Agent incurs or is required by law
to pay as a result of any person’s claim, demand or action in connection with
the Escrow Agent’s performance of its duties under this Agreement in good faith
and without negligence.


 


(b)                                 This indemnity
survives the release of the escrow securities, the resignation or termination
of the Escrow Agent and the termination of this Agreement.


 


(c)                                  The Escrow
Agent shall be liable for claims or damages only to an aggregate maximum amount
equal to the amount of fees paid by the Issuer to the Escrow Agent under this
agreement hereunder in the twelve months preceding the last of the events
giving rise to such claims or damages, except to the extent that the Escrow
Agent has acted in bad faith or engaged in willful misconduct. In no event
shall the Escrow Agent be liable for indirect or consequential damages.


 


13

















 


8.6                                 Additional Provisions


 


(a)                                  The Escrow
Agent will be protected in acting and relying reasonably upon any notice,
direction, instruction, order, certificate, confirmation, request, waiver,
consent, receipt, statutory declaration or other paper or document
(collectively referred to as “Documents”)
furnished to it and purportedly signed by any officer or person required to or
entitled to execute and deliver to the Escrow Agent any such Document in
connection with this Agreement, not only as to its due execution and the
validity and effectiveness of its provisions, but also as to the truth or
accuracy of any information therein contained, which it in good faith believes
to be genuine.


 


(b)                                 The Escrow
Agent will not be bound by any notice of a claim or demand with respect to this
Agreement, or any waiver, modification, amendment, termination or rescission of
this Agreement unless received by it in writing, signed by the other Parties,
and such waiver, modification, amendment, termination or rescission is not
inconsistent with the Policy, and, if the duties or indemnification of the
Escrow Agent in this Agreement are affected, unless it has given its prior
written consent.


 


(c)                                  The Escrow
Agent may consult with or retain such legal counsel and advisors as it may
reasonably require for the purpose of discharging its duties or determining its
rights under this Agreement and may rely and act upon the advice of such
counsel or advisor. The Escrow Agent will give written notice to the Issuer as
soon as practicable that it has retained legal counsel or other advisors. The
Issuer will pay or reimburse the Escrow Agent for any reasonable fees, expenses
and disbursements of such counsel or advisors.


 


(d)                                 In the event of
any disagreement arising under the terms of this Agreement, the Escrow Agent
will be entitled, at its option, to refuse to comply with any and all demands
whatsoever until the dispute is settled either by a written agreement among the
Parties or by a court of competent jurisdiction.


 


(e)                                  The Escrow
Agent will have no duties or responsibilities except as expressly provided in
this Agreement and will have no duty or responsibility under the Policy or
arising under any other agreement, including any agreement referred to in this
Agreement, to which the Escrow Agent is not a party.


 


(f)                                    The Escrow
Agent will have the right not to act and will not be liable for refusing to act
unless it has received clear and reasonable documentation that complies with
the terms of this Agreement. Such documentation must not require the exercise
of any discretion or independent judgment.


 


(g)                                 The Escrow
Agent is authorized to cancel any share certificate delivered to it and hold
the Securityholder’s escrow securities in electronic, or uncertificated form
only, pending release of such securities from escrow.


 


(h)                                 The Escrow
Agent will have no responsibility with respect to any escrow securities in
respect of which no share certificate or other evidence or electronic or
uncertificated form of these securities has been delivered to it, or otherwise
received by it.


 


8.7                                 Limitation of Liability of Escrow Agent


 


The Escrow Agent will not be
liable to any of the Parties hereunder for any action taken or omitted to be
taken by it under or in connection with this Agreement, except for losses
directly, principally and immediately caused by its bad faith, wilful
misconduct or gross negligence. Under no circumstances will the Escrow Agent be
liable for any special, indirect, incidental, consequential, exemplary,
aggravated or punitive losses or damages hereunder, including any loss of
profits, whether foreseeable or unforeseeable. Notwithstanding the foregoing or
any other provision of this Agreement,


 


14

















 


in no event will the collective liability of
the Escrow Agent under or in connection with this Agreement to any one or more
Parties, except for losses directly caused by its bad faith or wilful
misconduct, exceed the amount of its annual fees under this Agreement or the
amount of three thousand dollars ($3,000.00), whichever amount shall be
greater.


 


8.8                                 Remuneration of Escrow Agent


 


The Issuer will pay the
Escrow Agent reasonable remuneration for its services under this Agreement,
which fees are subject to revision from time to time on 30 days’ written
notice. The Issuer will reimburse the Escrow Agent for its expenses and
disbursements. Any amount due under this section and unpaid 30 days after
request for such payment, will bear interest from the expiration of such period
at a rate per annum equal to the then current rate charged by the Escrow Agent,
payable on demand.


 


8.9                                 Notice to Escrow Agent


 


The Issuer shall forthwith
provide a copy of the Exchange Bulletin, confirmation of listing and posting
for trading of the subject escrowed shares or such other relevant document to
the Escrow Agent as it shall require in order to make the required releases. No
duty shall rest with the Escrow Agent to obtain this information independently
nor shall it be held liable for any loss, claim, suit or action, howsoever
caused by any delay in providing this information to it.


 


ARTICLE 9 NOTICES


 


9.1                                 Notice to Escrow Agent


 


Documents will be considered
to have been delivered to the Escrow Agent on the next business day following
the date of transmission, if delivered by fax, the date of delivery, if
delivered by hand during normal business hours or by prepaid courier, or 5
business days after the date of mailing, if delivered by mail, to the
following:


 


Equity Transfer & Trust Company


200 University Avenue


Suite 400


Toronto, ON


M5H 4H1


 


Attention:


Fax Number: (416) 361-0470


 


9.2                                 Notice to Issuer


 


Documents will be considered
to have been delivered to the Issuer on the next business day following the
date of transmission, if delivered by fax, the date of delivery, if delivered
by hand during normal business hours or by prepaid courier, or 5 business days
after the date of mailing, if delivered by mail, to the following:


 


BE Resources Inc.


107 Hackney Circle


Elephant Butte, New Mexico


87935


 


Attention: David Q. Tognoni


Fax Number: (575) 741-1527


 


15

















 


With a copy to:


 


Fraser Milner Casgrain LLP


Suite 3900


1 First Canadian Place, 100 King Street West


Toronto, Ontario


M5X 1B2


 


Attention: Jenny Chu Steinberg


Fax Number: (416) 863-4592


 


9.3                                 Deliveries to Securityholders


 


Documents will be considered
to have been delivered to a Securityholder on the date of delivery, if delivered
by hand or by prepaid courier, or 5 business days after the date of mailing, if
delivered by mail, to the address on the Issuer’s share register.


 


Any share certificates or
other evidence of a Securityholder’s escrow securities will be sent to the Securityholder’s
address on the Issuer’s share register unless the Securityholder has advised
the Escrow Agent in writing otherwise at least ten business days before the
escrow securities are released from escrow. The Issuer will provide the Escrow
Agent with each Securityholder’s address as listed on the Issuer’s share
register.


 


9.4                                 Change of Address


 


(a)                                  The Escrow
Agent may change its address for delivery by delivering notice of the change of
address to the Issuer and to each Securityholder.


 


(b)                                 The Issuer may
change its address for delivery by delivering notice of the change of address
to the Escrow Agent and to each Securityholder.


 


(c)                                  A
Securityholder may change that Securityholder’s address for delivery by
delivering notice of the change of address to the Issuer and to the Escrow
Agent.


 


9.5                                 Postal Interruption


 


A Party to this Agreement
will not mail a document it is required to mail under this Agreement if the
Party is aware of an actual or impending disruption of postal service.


 


ARTICLE 10 GENERAL


 


10.1                           Interpretation—“holding securities”


 


When this Agreement refers
to securities that a Securityholder “holds”, it means that the Securityholder
has direct or indirect beneficial ownership of, or control or direction over,
the securities.


 


10.2                           Further Assurances


 


The Parties will execute and
deliver any further documents and perform any further acts reasonably requested
by any of the Parties to this Agreement which are necessary to carry out the
intent of this Agreement.


 


10.3                           Time


 


Time is of the essence of
this Agreement.


 


16

















 


10.4                           Incomplete IPO


 


If the Issuer does not
complete its IPO and has become a reporting issuer in one or more jurisdictions
because it has obtained a receipt for its IPO prospectus, this Agreement will
remain in effect until the securities regulators in those jurisdictions order
that the Issuer has ceased to be a reporting issuer.


 


10.5                           Governing Laws


 


The laws of the Province of
Ontario (the “Principal Regulator”)
and the applicable laws of Canada will govern this Agreement.


 


10.6                           Jurisdiction


 


The securities regulator in
each jurisdiction where the Issuer files its IPO prospectus has jurisdiction
over this Agreement and the escrow securities.


 


10.7                           Consent of Securities Regulators to Amendment


 


Except for amendments made
under Part 3, the securities regulators with jurisdiction must approve any
amendment to this Agreement and will apply mutual reliance principles in
reviewing any amendments that are filed with them. Therefore, the consent of
the Principal Regulator will evidence the consent of all securities regulators
with jurisdiction.


 


10.8                           Counterparts


 


The Parties may execute this
Agreement by fax and in counterparts, each of which will be considered an
original and all of which will be one agreement.


 


10.9                           Singular and Plural


 


Wherever a singular
expression is used in this Agreement, that expression is considered as
including the plural or the body corporate where required by the context.


 


10.10                     Language


 


This Agreement has been
drawn up in the English language at the request of all Parties. Cette
convention a été rédigé en anglais à la demande de toutes les Parties.


 


10.11                     Benefit and Binding Effect


 


This Agreement will benefit
and bind the Parties and their heirs, executors, administrators, successors and
permitted assigns and all persons claiming through them as if they had been a
Party to this Agreement.


 


10.12                     Entire Agreement


 


This is the entire agreement
among the Parties concerning the subject matter set out in this Agreement and
supersedes any and all prior understandings and agreements.


 


10.13                     Successor to Escrow Agent


 


Any corporation with which
the Escrow Agent may be amalgamated, merged or consolidated, or any corporation
succeeding to the business of the Escrow Agent will be the successor of the
Escrow Agent under this Agreement without any further act on its part or on the
part or any of the Parties, provided that the successor is recognized as a
transfer agent by the Canadian exchange the Issuer is listed on (or if the
Issuer is not listed on a Canadian exchange, by any Canadian exchange) and
notice is given to the securities regulators with jurisdiction.


 


[REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK]


 


17

















 


The Parties have executed
and delivered this Agreement as of the date set out above.


 


	
  SIGNED, SEALED AND DELIVERED

  	
  )

  	
   

  
	
  in the
  presence of

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  WITNESS

  	
  )

  	
  DAVID Q. TOGNONI

  
	
   

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  NAME:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SIGNED, SEALED AND DELIVERED

  	
  )

  	
   

  
	
  in the
  presence of

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  WITNESS

  	
  )

  	
  EDWARD GODIN

  
	
   

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  NAME:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SIGNED, SEALED AND DELIVERED

  	
  )

  	
   

  
	
  in the
  presence of

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  WITNESS

  	
  )

  	
  STEWART JACKSON

  
	
   

  	
  )

  	
   

  
	
  NAME:

  	
   

  	
   

  



 


	
   

  	
  GREAT WESTERN EXPLORATION, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  Per:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  Per:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


18

















 


	
   

  	
  EQUITY TRANSFER & TRUST COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
  Per:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  Per:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  BE RESOURCES INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  Per:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  Per:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  M.A.R.I.A.N.O. E.L. Holdings Limited

  
	
   

  	
   

  	
   

  
	
   

  	
  Per:

  	
   

  
	
   

  	
   

  	
  Name: 

  
	
   

  	
   

  	
  Title:

  	
   

  



 


19

















 


SCHEDULE “A”


 


Securityholder


 


Name: David Q. Tognoni


 


Address: 107 Hackney Circle, Elephant Butte, New
Mexico, 87935


 


Signature:


 


Securities:


 


	
  Class or
  Description

  	
   

  	
  Number

  	
   

  	
  Certificate(s)
  (if

  applicable)

  	
   

  
	
  Common Shares

  	
   

  	
  1,000,000

  	
   

  	
  ·

  	
   

  
	
  Options

  	
   

  	
  400,000

  	
   

  	
   

  	
   

  



 


Securityholder


 


Name: Edward Godin


 


Address: 2241 Oneida Cres., Mississauga, Ontario
L5C 1V7


 


Signature:


 


Securities:


 


	
  Class or
  Description

  	
   

  	
  Number

  	
   

  	
  Certificate(s)
  (if

  applicable)

  	
   

  
	
  Common Shares

  	
   

  	
  1,000,000

  	
   

  	
  ·

  	
   

  
	
  Options

  	
   

  	
  500,000

  	
   

  	
   

  	
   

  



 


Securityholder


 


Name: Stewart Jackson


 


Address:


 


Signature:


 


Securities:


 


	
  Class or
  Description

  	
   

  	
  Number

  	
   

  	
  Certificate(s)
  (if

  applicable)

  	
   

  
	
  Common Shares

  	
   

  	
  1,000,000

  	
   

  	
  ·

  	
   

  
	
  Options

  	
   

  	
  None

  	
   

  	
   

  	
   

  



 


Securityholder


 


Name: Great Western Exploration, LLC


 


Address:


 


Signature:


 


Securities:


 


	
  Class or
  Description

  	
   

  	
  Number

  	
   

  	
  Certificate(s)
  (if

  applicable)

  	
   

  
	
  Common Shares

  	
   

  	
  9,400,000

  	
   

  	
  ·

  	
   

  
	
  Options

  	
   

  	
  None

  	
   

  	
   

  	
   

  



 


Securityholder


 


Name: M.A.R.I.A.N.O. E.L. Holdings Limited


 


Address: [+bc]


 


Signature:


 


Securities:


 


	
  Class or
  Description

  	
   

  	
  Number

  	
   

  	
  Certificate(s)
  (if

  applicable)

  	
   

  
	
  Common Shares

  	
   

  	
  25,000

  	
   

  	
  ·

  	
   

  



 


 

















 


SCHEDULE “B”


 


Acknowledgment and Agreement to be Bound


 


I acknowledge that the
securities listed in the attached Schedule “A” (the “escrow securities”) have been or will be
transferred to me and that the escrow securities are subject to an Escrow
Agreement dated   ·  ,
2009 (the “Escrow Agreement”).


 


For other good and valuable
consideration, I agree to be bound by the Escrow Agreement in respect of the
escrow securities, as if I were an original signatory to the Escrow Agreement.


 


Dated at                                     on                                    .


 


Where the transferee is an
individual:


 


	
  SIGNED, SEALED AND DELIVERED

  	
  )

  	
   

  
	
  in the presence of

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  WITNESS

  	
  )

  	
  TRANSFEREE

  
	
   

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  NAME:

  	
   

  	
  NAME:

  



 


Where the transferee is not
an individual:


 


 


	
  SIGNED, SEALED AND DELIVERED

  	
   

  	
   

  
	
  in the
  presence of

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  AUTHORIZED SIGNATORY

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  NAME:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  AUTHORIZED SIGNATORY

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  NAME: