Lithium Exploration Group, Inc. - Exhibit 10.4 - 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. 

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          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. 

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          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.

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

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

      PURCHASER: 

HAGEN INVESTMENTS LTD. 

By:__________________________________________
      Name: 
      Title:

COMPANY: 

LITHIUM EXPLORATION GROUP, INC.


By:__________________________________________
      Name: 
      Title:

ESCROW AGENT: 

SICHENZIA ROSS FRIEDMAN FERENCE LLP


By:__________________________________________
      Name: 
      Title:


[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 of legal fees to Sichenzia Ross Friedman Ference LLP
    	$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: 
	 	  	Account Number: 
	 	  	Bank: 
	 	  	  
	 	  	ABA Number: 



                    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:_________________________________ 	By:_________________________________ 
	       Name: 	       Name: 
	       Title: 	       Title: