Exhibit 10.3




 


SHAREHOLDERS’ AGREEMENT 


 


MINERA LI ENERGY SpA


 


 


In Santiago, Chile, on January 27, 2014, appear before me: Li3
ENERGY INC., company incorporated under the laws of the State of Nevada, of the United States of North America, with the trade
activity of producing and commercializing minerals, Single Taxing No. (Rol Único Tributario) No. 59.176.370-9, represented
by Mr. Luis Francisco Sáenz Rocha, Bolivian, married, economist, Passport No. 2.233.208 issued of the Republic of Bolivia
2233208, both bearing legal residence for these purposes in this city, at Calle Marchant Pereira No. 150, Oficina 802, District
of Providencia, Santiago, Chile (hereinafter "Li3"), on the one hand; and on the other, BBL SpA, company incorporated
in Chile, of the investment trade activity, Single Taxing No. (Rol Único Tributario) 76.319.337-3, represented herein conventionally
and jointly by Mr. Andrés Lafuente Domínguez, Chilean, married, business administration mayor, National Identification
Card No. 10.771.410-3 and by Mr. Francisco Bartucevic Sánchez, Chilean, married, attorney, National Identification Card
No. 10.567.206-3, all bearing legal residence at Calle Rosario Norte No. 100, Oficina 403, District of Las Condes, Santiago, Chile
(hereinafter "BBL"); all those appearing of legal age, who credit their identity with the aforementioned identification
cards and passports referred to herein above and thereby expound as follows:


 


ONE: General Background Information:


1.1. The parties hereto subscribed dated October 30, 2013 a
Memorandum of Understanding (hereinafter the “MOU"), through public deed granted in Santiago before the Notary Public
Mr. Eduardo Avello Concha, later subscribing its extension, through public deed granted dated January 9, 2014 before the same Notary
Public, according to which the take-over was agreed to by BBL of the company Li SpA. The MOU on this date is understood to be fully
and completely complied with, in full and total satisfaction of the parties, granting in its respect the most extensive, complete
and total termination.


 


1.2. The parties appearing declare to be
the only and current shareholders of the Chilean company called MINERA LI ENERGY SpA that has trade activities under Single Taxing
No. (Rol Único Tributario) 76.102.972-K, which hereinafter will be indistinctly called as “Li SpA”, the "Company”
or the "Firm”, whose company capital is divided into 100 ordinary, nominative shares, of a single class and with no
nominal value, being the following its current shareholders: a) BBL, shareholder and title holder of 51 shares; and b) Li3, shareholder
and title holder of 49 shares.


 


1.3. The Company was incorporated by public
deed dated June 16, 2010, granted before Notary Public of Santiago Mr. Patricio Zaldívar Mackenna, whose incorporation extract
was inscribed on page 31.270, No. 21.535, of the Trade Register of the Real Estate Register of Santiago corresponding to 2010 and
was published in the Official Gazette on June 25, 2010. The Company was formed with an initial statutory capital amounting to US$
200,000 (two-hundred thousand dollars of the United States of America), divided in a total of 1,000 ordinary, nominative shares
of a single class and with no nominal value, fully subscribed and paid, which were later reduced by swap to 60 shares, in an agreement
taken by its single shareholder, Li3, in the Third Shareholders’ Meeting of Li SpA, according to what is accounted for, in
Section 1.4 below.


 






    	 



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1.4. The Company to date has been the object
of company modifications, corresponding to the following: a) The one executed in public deed granted on December 30, 2013, by the
shareholder Li3, granted before the Notary Public of Santiago Ms. María Loreto Zaldívar Grass, through which the
company was rectified and renegotiated; and b) The one agreed to, in the Third Extraordinary Shareholders’ Meeting by the
company, held on January 27, 2014, whose minute was extracted to public deed on the same date before the Notary Public of Santiago
Ms. Antonieta Mendoza Escalas, whose extract is in process of being inscribed and published. Through this company modification
BBL became a shareholder, through the subscription of the 40 shares issued charged on the capital increase agreed to in such Shareholders’
Meeting, prior to having the shareholder Li3 waive its right of preferred subscription, which the subscriber BBL paid through the
capitalization of credits against the company, for the total amount of US$ 5,100,000, leaving a balance of US$ 400,000 pending
payment. After two consecutive capital increases that were approved in the aforementioned Third Extraordinary Shareholders’
Meeting, the new company capital of Li SpA was left in the sum of US$ 19,093,939, which is fully subscribed and partially paid.
The balance of 11 shares, to complete its shareholding participation of 51 shares, BBL acquired them from Li3 for the sum of US$
1,500,000 for the purchase-sale entered into through public deed of an equal date (i.e., January 27, 2014), granted before
the Notary Public of Santiago Ms. Antonieta Mendoza Escalas.


 


SEGUNDO:Definitions


The terms below for the purposes of this
Shareholders’ Agreement will be understood to be as follows, unless another meaning is clearly construed from their text:


a)Shareholders or Shareholder:
are the following persons, considered jointly or individually, according to the case and its respective allowed successors or assignees,
due to the number of Shares that they respectively have up to this date in the company or due to the number of Shares that they
own or that they acquire in the future:


		1)	BBL SpA, for 51 Shares, equal to 51% of the company capital and shares issued having the right
to vote.



		2)	Li3 Energy Inc., for 49 Shares, equal to 49% of the company capital and shares issued having the
right to vote.



b)Shares: it means any shares
that represent the company capital, including any options, rights or values to acquire shares or options to subscribe shares derived
from capital increases.


c)Board of directors: it means
the Company Board of Directors.


d) Statutes or Company By-Laws:
it means the Company By-Laws, with the respective modifications already approved or that are approved in the future.


 






    	 



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e)Agreement: it means this Shareholders’
Agreement according to what can be modified by the Shareholders from time to time.


f)Control: it means the direct
or indirect ownership of more than 50% of the capital having the right to vote of a determined company or entity.


g)Right to a Preferred Option:
it means the Preferred Purchase Option that is granted in a reciprocal manner to the Shareholders in conformance to Clause Four,
Section 4.3 of this Shareholders’ Agreement.


h)Right of Adhesion to the Offer
or of Tag Along: it means the sales option that is granted in a reciprocal manner to the Shareholders in conformance
to Clause Four, Section 4.4 of this Shareholders’ Agreement.


i)Related Entity: it means,
in reference to any Shareholder, (1) its Parent Company; and (2) any other company in which the Shareholder or its Parent Company
owns, whether directly or indirectly, plus 50% of its capital having the right to vote.


j)Affiliates: An affiliate of
a company will be understood to be in terms of the concept defined in Article 86 of Law No. 18,046 of Closely-Held Companies.


k)Parent Company: it means any
company or entity that is the direct or indirect owner of more than 50% of the total capital having the right to vote in another
company or entity.


l) Persona: it means an individual,
company (including without limitation a closely-held stock company, general partnership, limited liability company and stock companies),
association or a government entity. Person also includes reference to the legal representatives or successors of such person.


m) Encumbrance or Encumbrances:
it means any pledge, mortgage, embargo, prohibition, usufruct, rights of way or any other actual rights, litigations, precautionary
measures (whether judicial or prejudicial), or any other limitation or restriction to property, use, enjoyment or disposition of
one or more Shares or Essential Assets, according to what corresponds and any resolutive condition or preferred right over the
same granted in favor of any Person.


n) Essential Assets: are the
tangible or intangible assets owned by the company and its affiliates that are considered essential for its trade activity, including
but not limited to: shares in legal mining companies that the company owns and mining properties and the company or its affiliates
are registered owners of.


o) Equity insolvency: Equity
insolvency will be understood to be such, when the external auditors of a shareholder inform or warn regarding that its economic
insolvency, has been declared in bankruptcy, that it has been requested in its own account, or simply propose preventive agreements
or when a shareholder is suspended or delisted from the Stock Exchange.


p)Milestone: it is a future
fact consisting on obtaining authorizations and permits necessary for the commercial exploitation of Mining Properties called “Cocina
Diecinueve a Veintisiete”. For the purpose of the above, all procedures, steps and other actions tending to manage the achievement
of the milestone must be carried out complying with international standards of a mining nature.


q)Government Entity: it means
any court, tribunal, administrative entity, department, ministry, service, superintendence, commission or administrative agency
or other government or regulatory authority or entity, whether national or foreign, state or local.


 






    	 



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THREE: Shareholders’
Agreement


The people appearing herein in their qualities
of current and only Company Shareholders with their shares called Minera Li Energy SpA, come to enter into the Shareholders’
Agreement that is contained herein.


 


All shares issued, subscribed and/or paid
and pending emission, representative of 100% del company capital are subject and tied to this Shareholders’ Agreement by
the company that are the property of i) the shareholders; ii) the shareholder’s legitimate assignees; and iii) any person
who succeeds the shareholders in the property of the shares. The standards of this Shareholders’ Agreement is applied with
an equal extension to the shares that the persons indicated in numbers i), ii) and iii) above have up to this date or that come
to stop or own in the future, at any title, including, but not limited to the subscription, acquisition, swap, award and/or conversion
of the convertible bonds in shares and whether dealing of cash shares, shares freed from payment or shares paid charged on profit,
including shares that are derived from the division, merger or transformation by the company.


 


FOUR:Transference of shares
and preferred subscription rights of shares


The transference of the shares subject
to this Shareholders’ Agreement and preferred subscription rights of shares will be governed by the following rules:


 


4.1. General Rule


None of the Shareholders can directly or
indirectly (through the issue of shares, mergers, consolidations, re-capitalizations, reorganizations, change of control or similar
shares, transference of an usufruct right or of another type, assignment of political or economic rights, independent if such event
happens or not by the ministry of the law) sell, assign, transfer, deliver, swap, donate, consolidate, create convertibles options,
convertibles values or any other financial or derivative instrument, or in any other manner dispose (in each case, with or without
compensation), of any company share or right or property in favor of any Person, without the prior exact and timely compliance
of the obligations and procedures that are established in this Shareholders’ Agreement.


 


In case of transferring the shares that
is carried out in conformance to this Shareholders’ Agreement and prior to the inscription and register of the shares on
behalf of a new shareholder, a written declaration will be demanded from the new shareholder expressing that it knows of this Shareholders’
Agreement and that they expressly accept the overall total of its provisions. The register of the shares under the name of the
new shareholder cannot be done, until compliance of the preceding requirements has been credited.


 






    	 



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When the Company issues certificates representative
of the shares owned by the shareholders, each certificate must contain an inscription, in Spanish, that in its substantial part
must express the following:


 


“THE SHARES REPRESENTED
BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF A SHAREHOLDERS’ AGREEMENT DATED JANUARY 27, 2014, SUBSCRIBED
BETWEEN THE COMPANIES BBL SpA AND Li3 ENERGY INC. THE SHARES REPRESENTED BY THIS CERTIFICATE CANNOT BE SOLD OR TRANSFERRED
IN ANY MANNER WHATSOEVER, UNLESS THE TERMS AND CONDITIONS OF SUCH SHAREHOLDERS’ AGREEMENT AND WITH THE BY-LAWS ARE COMPLIED
WITH”.


 


Unless this Shareholders’ Agreement
provides the contrary, all certificates representative of shares issued in favor of, or acquired by any of the shareholders or
their successors or assignees authorized after this date must contain the inscription detailed herein above and the shares represented
by such certificates will be subject to provisions applicable in this Shareholders’ Agreement. The company’s Shareholders’
Register must contain a similar inscription, placed in a visible place of the first page and easily recognizable.


 


4.2. Transference to Related Companies
and Indirect Sales


The restrictions to the transference of
shares that are dealt with in the following sections of this Clause Four will not be applicable, and the Shareholders are granted
the faculty to transfer freely all or a part of their shares, when the acquiring party is an affiliate or related entity to such
shareholder. The new shareholder must issue in writing its full responsibility of all acts of the selling shareholder, accept and
make its own this Shareholders’ Agreement and the by-laws by which Li SpA is governed, which will be a condition of validity
and opposability of the referred to transference of shares. Once the referred to conditions are complied with, the new shareholder
will have all the rights and benefits and will take on all the obligations that this Shareholders’ Agreement establishes.
In the sales contract, the transference of shares or translated deeds among living must expressly consign a declaration of the
subscribing parties that the acquiring party is an affiliate or related entity of the transferring shareholder. BBL cannot carry
out direct sales, i.e., sell rights or shares that imply the loss of control of the owner companies of the shares, without the
prior compliance of the standards of the Shareholders’ Agreement. In turn, Li3 in case of starting a merger, absorption,
or integration process in any manner with another person must inform BBL within 10 (ten) days following its start, in a detailed
and complete manner, not being subject to the restrictions of Section 4.1 above.


 


4.3. Right of First Refusal or
Preferred Option in the transfer of shares between Shareholders, with the exception, when it corresponds, of the situation foreseen
in No. 4.2 above.


If
any of the Shareholders, hereinafter called the “Offering Shareholder”, wishes to sell, assign, or transfer
all or a part of its shares to a third party (hereinafter “Third
Party Offeror”) or to other company shareholders, it must previously express his decision in writing to the other shareholders
and follow the procedure explained below:


 






    	 



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(a) The Offering Shareholder will have
to place this circumstance to the knowledge of the other shareholders (hereinafter the “Receiving Shareholders”),
informing regarding the offer that it has received (hereinafter the “Third Party Offer”) and must offer to sell,
in such conditions, its shares to the Receiving Shareholders (hereinafter the “Preferred Offer”) so that they
can express or their intention or not of acquiring them, also in writing.


 


(b) The Offering Shareholder will have
to carry out the preferred offer in writing, through a notification that must contain, at least, the following: (i) the number
of shares that it wishes to sell, assign or transfer and their individualization; (ii) the price, way of payment and other conditions
of the preferred offer; and (iii) the terms and conditions of the third-party offer and attaching the same, in which it must be
evidenced, at lease, with precision and clarity, the name of the third party Offeror, the number of shares to which the offer refers
to, the proposed price and the way of payment (which must necessarily be identical to the ones indicated in letters (i) and (ii)
above).


 


(c) The acceptance of the preferred offer
must be pure and simple, and such acceptance, necessarily must refer jointly, to the overall total shares contained in the preferred
offer, unless the Offering Shareholder expressly consents in a partial acceptance. The Receiving Shareholders will have a time
period of thirty (30) consecutive days starting from the date of notification referred to in letter (b) above, to accept or reject
in writing the preferred offer, understanding that they reject the preferred offer if they do not express themselves in such period
of time.


 


(d) The Receiving Shareholder who decides
to reject the preferred offer will have the right to communicate, jointly with such rejection, its decision to exercise the Right
of Adhesion to the Offer or Tag Along referred to in Section 4.4 below.


 


(e) The shares that corresponded for the
shareholders to acquire that do not accept in an express or tacit manner the preferred offer shall accrue in its totality, in the
proportion that corresponds, to the remaining Receiving Shareholders that accepted such preferred offer, for which, the Offering
Shareholder will have to, within the time period of ten (10) consecutive days starting from the end of the time period indicated
in paragraph (c) above, communicate in writing to the Receiving Shareholders who accepted the preferred offer, the number of additional
shares that corresponds for them to acquire according to the accrual. Once the communication of the accrual stated herein above
has been dispatched, the shareholders who have accepted the preferred offer will have a time period of ten (10) consecutive days
to communicate the Offering Shareholder of its intention to accept or reject the additional shares that corresponds to them according
to the accrual. If the offer of the additional shares that correspond to them according to the accrual is rejected by any of the
Receiving Shareholders, or once the time period of ten (10) consecutive days mentioned herein above in this letter (e) has elapsed
without the Receiving Shareholder expressing its intention to acquire the additional shares that correspond according to the accrual
stated above, it will be understood that such Receiving Shareholder rejects in its integrity the preferred offer, including both
the initial preferred offer as well as the additional shares that are the object of the accrual, unless that the Offering Shareholder
agrees to accept it, in a partial manner.


 






    	 



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(f) The purchase and sale of the shares
that are the object of the preferred offer by those Receiving Shareholders who accepted the preferred offer must be perfected within
the thirty (30) consecutive days following the date upon which the Receiving Shareholder or Receiving Shareholders notified their
acceptance to the Offering Shareholder according to what is provided for in letters (c) or (e) above, according to what corresponds.


 


(g) In case that the preferred offer is
not accepted by the Receiving Shareholders under the terms foreseen above in this clause, the Offering Shareholder could sell to
the third-party Offeror its shares, under the same terms and conditions stated in the preferred offer, within the time period of
sixty (60) consecutive days starting from the express or tacit rejection according to what has been indicated herein above, of
the preferred offer by the Receiving Shareholders. In no case can the sale, assignment or transfer of the shares to the third-party
Offeror can be performed in more favorable economic conditions than the ones informed in the preferred offer to the Recipient Shareholders.


 


(h) If the sale, assignment or transfer
of the shares to the third-party Offeror is not concluded within the time period and under the conditions referred to in letter
(g) above, the sale, assignment or transfer of the shares cannot be carried out and it will be necessary to comply once again with
the procedure, requirements and conditions that are stated in this Clause 4.3.


 


4.4. Right of Adhesion to the Offer
or Tag Along


The Shareholders confer the right in a
reciprocal manner in this act to either become part and be incorporated to any transfer of shares to third parties, due to sales
or other ownership transfer title of its shares that any other shareholder wishes to carry out, according to the following terms:
on complying with the dealings and procedures agreed to in No. 4.3 above, according to what corresponds and send to the Receiving
Shareholders, the preferred offer, the Offering Shareholder will have to grant them in an alternative manner, at the exclusive
option of the Receiving Shareholders, the right to be added to this sale. The communication that is given for this effect will
have to indicate all the offer elements, such as individualizing the buyer, price, way of payment and number of shares that are
attempted to be sold.


 


Each Receiving Shareholder, receiver of
this notice will have a time period of thirty (30) consecutive days to answer if it accepts the informed sale or not. If such shareholder
does not respond, it will be understood that its response is negative. If there is a positive answer, the Li SpA shares that the
accepting recipient of the notice is title holder of will be sold in a joint manner and in the same conditions as those of the
Offering Shareholder (original seller), pro rata of the participation of each one of them has in the Li SpA shareholding capital
as of that date, until completing the total number of shares that the acquiring third party is willing to buy.


 






    	 



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4.5. Insolvency


Any shareholder that enters into Insolvency
and that has not remedied such situation within the time period of sixty (60) days will be forced to offer in sale their shareholding
participation to the other shareholders under the terms and conditions referred to, in the clauses above, the market value of such
shares will be established by the parties’ mutual agreement. If there is no agreement regarding the market value of the shares,
it will be established by an expert appointed by the parties’ mutual agreement, appointment that must be given to a company
of re-known prestige specialized in the valuation of mining companies. In case there is no agreement in the appointment of an expert,
he/she will be appointed by the arbitrating judge to be designated according to Clause Nineteen below of this Shareholders’
Agreement. Without detriment to what is provided for in the clauses above herein, the parties agree that in case of Insolvency
or that any of the shareholders, individual or company has been declared in bankruptcy, that has been requested on its own account,
or simply proposes preventive agreements, the Insolvent Shareholder, by this mere fact is forced to transfer the shares that it
owns in Li SpA, in the manner and with the same limitations that are stated in the numbers above, providing (a) that such situation
of insolvency has not been solved, or (b) it has not given guaranteed to the satisfaction of the other shareholders, which must
be evidenced in writing, of giving faithful and timely compliance to all and each one of the obligations that is imposed upon by
this Shareholders’ Agreement, within a time period of thirty (30) days starting from the date in which it is required to
transfer them, whether personally or by registered letter sent by the company President or by any of the shareholders, addressed
to the residence registered in the company by the insolvent shareholder. If the Insolvent Shareholder does not solve the insolvency
situation or does not grant sufficient guarantees under the terms and within the time period indicated herein above, it will have
to proceed to transfer the shares within the maximum time period of sixty (60) consecutive days starting from expiry of the time
period of thirty (30) days above. The non-timely exercise by the shareholders of the right that is recognized in this clause will
not mean in any way whatsoever waiving the same, the shareholders reserving the faculty to exercise such right when they deem convenient,
while the insolvency situation of the other shareholder prevails.


 


4.6. Special Rule Applicable
to the BBL Shareholder. A temporary limitation of the transferability of the 51 shares of Li SpA that are owned by BBL is agreed
to for the period of one year starting from the date of this Shareholders’ Agreement, period during which BBL is forced not
to transfer its shares in Li SpA. Once the aforementioned time period of one-year has expired, this temporary specific limitation
will be without effect, without the need of nay declaration or act by the shareholders, the company or third parties, being starting
from that date fully applicable the other restrictions considered in this Shareholders’ Agreement.


 


4.7. General Declaration. In general
and, for the purposes of this Clause Four of the Shareholders’ Agreement, the shareholders are forced in a reciprocal manner,
from this point on, ones in favor of the others, to consent in all legal acts that are necessary to perfect compliance of the provisions
of this clause.


 






    	 



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FIVE:Board of Directors and
Shareholders’ Meetings


Both the matters of the Shareholders’
Meetings as well as those of the board of directors, and the quorums to adopt agreements in both managing bodies will be governed
by the provisions of the Company By-Laws of Minera Li Energy SpA, without detriment of what the parties herein consent to, in the
following agreements:


 


5.1. Board of Directors


a) The Company Board of Directors is formed
by 7 title holding members and their respective alternates, of which (i) 4 will be always appointed by the votes of the Shareholding
Owner (s) of 51% of Minera Li Energy SpA, today the company BBL SpA, including among them its President, as well as also its main
executives and managers; and (ii) 3 will always be appointed by the votes of shareholding owner (s) of 49%, today Li3.


 


b) The Board of Directors will legally
hold sessions with a minimum of five (5) Directors. However, if the board of directors that has been duly called for such purpose
cannot hold session for not having reached the required quorum, the President of the board of directors will have to call to meet
in writing by means of a registered letter sent through a public notary and addressed to the residence registered in the company
by the directors, without detriment that there could be a communication and confirmation by e-mail, to hold a new session of board
of directors that must be held not before ten (10) days or later than twenty (20) days from the date of the failed session. The
new session of the aforementioned Board of Directors can be validly held with the attendance of a minimum of four (4) directors.
The Board of Directors itself can agree to those other rules that it deems necessary to complete this procedure.


 


c) The agreements of the Board of Directors
will be adopted by the majority of the directors attending the respective session, whether regular or extraordinary, excepting
for the agreements related to the following matters, which will have to be with a qualified quorum, since they will always require
the affirmative vote of at least five (5) directors given in the session, whether regular or extraordinary, i.e.:


i) Creation of affiliates,
subsidiaries or related companies to take on new projects different from the company trade activity;


ii) Operations that
are performed by the company with its related parties, understanding as such the ones defined in Article 100 of Law No. 18,045
of the Securities Market and that must strictly uphold what is foreseen in Article 89 of Law No. 18,046 on Closely-Held Companies;


iii) Granting loans
to third parties, unless dealing with emergency loans to company employees, up to a maximum amount equal to 1% per cent of the
same company equity; and


iv) Granting actual
or personal guarantees to warrant third party obligations.


  






    	 



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5.2. The Shareholders’ Meetings


a)The Regular and Extraordinary Shareholders’
Meetings will be held in the times that are indicated in the Company By-Laws. Unless there is a contractual provision to the contrary,
the agreements of the shareholders accepted in a shareholders’ meeting or assembly will be adopted with the accepting vote
of the absolute majority of the shares issued by the company having the right to vote.


 


b) Notwithstanding the above, exceptionally,
the following matters will require the approval of the Shareholders’ Meeting, whether Regular or Extraordinary, according
to what corresponds, with the favorable vote of the shares representing at least 60% of the total company shareholding capital
by the company having the right to vote:


		i.	Executing any act or contract that implies or commits the transfer, disposition or encumbrance
in any manner of the Essential Company Assets;



		ii.	Modifying the company dividend policy;



		iii.	Modifying the number of directors;



		iv.	Modifying the faculties reserved to the Shareholders’ Meeting or the limitations to the attributes
of the Board of Directors;



		v.	Modifying the company by-laws, except regarding capital increases;



		vi.	The company transformation, its division and its merger with another company;



		vii.	Modifying the company duration time period;



		viii.	The anticipated dissolution of the Company;



		ix.	The change of company residence;



		x.	The decrease of the company capital;



		xi.	The approval of contributions and estimate of non-monetary goods;



		xii.	The transfer of 50% or more of the company’s assets, whether they are included or not in
its liabilities, which will be determined according to the balance sheet of the prior accounting period and the formulation or
modification of any business plan that considers the transfer of assets for an amount that is over such percentage;



		xiii.	The manner of distributing company benefits;



		xiv.	The acquisition or buy-in of own issuance shares;



		xv.	The rectification of annulment, caused by factual defects that the incorporation of the company
may have or a modification of its company by-laws that comprises one or more matters of those stated in prior numbers;



		xvi.	The approval of the company business plans, entrepreneurial strategies and policies, both in terms
of investment, projects and operations of the company trade; and



		xvii.	Modifying this special quorum for reaching agreements in the Shareholders’ Meeting.



 


SIX: Financing of Investments
and Company Capital Increases


6.1. The Shareholders have agreed as the
company’s objective and immediate purpose obtaining or achieving the already defined milestone, which is attempted to be
achieved within a time period not over four (4) years. The shareholders will make the disbursement of necessary sums for obtaining
the milestone in the same shareholding proportion as the one they have in the company, proportion that to date is 51% for BBL and
49% for Li3.


 






    	 



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6.2. Financing of company operations: In
case that the company requires additional financing for its operations and investments, beyond its current capital, such additional
financing will have to be obtained from the following sources and in the following preference order:


 


(a) Credits granted by the Shareholders
themselves (hereinafter “Shareholder Credit") in proportion to their respective shareholding participation in
the company. Such credits will have to be granted to the company in equity conditions, similar to the ones that currently prevail
in the market and in the same re-payment, interest, guarantees and other conditions, for each shareholder by the company. In turn,
these credits must be granted in such conditions that the company cannot repay the credit to one of the shareholders if it does
not do so at the same time, in the proportion corresponding to the other shareholders; and


 


(b)
Capital increase. The agreements on company capital increases of
Li SpA will be adopted with the approving vote of the absolute majority of the shares the company issues having the right to vote.
Contributions must be paid and entered into the company treasury, in cash, within the time period of thirty (30) days starting
from the approval date of the increase by the Shareholders’ Meeting.


 


6.3 If due to any reason Li3 is not in
economic or financial conditions of supplying and contributing company financing, whether through a shareholder credit or in virtue
of a capital increase, pro rata corresponding to its shareholding participation in the company, it will be enough to credit such
fact in a letter issued by its board of directors reporting such fact, in turn, BBL declares that it commits to finance Li3 throughout
the whole period that corresponds until reaching the milestone, up to the pro rata that corresponds paying to Li3 of such shareholder
credit or capital increase, through the payment of such amounts to the company on Li3’s behalf. BBL will contribute and deliver
these amounts directly to the company on Li3’s behalf. Against BBL’s disbursement or contribution to the company of
these sums of money, according to what corresponds, and in guarantee of the obligation of restituting such disbursed or contributed
amounts to the company on Li3’s behalf (plus interests agreed to later on), Li3 will constitute a pledge over its shares
in the manner that is indicated herein below: (a) in case of dealing with a capital increase, Li3 will constitute collateral security
over the new cash shares it subscribes due to such capital increase. If the financing that BBL provides is only regarding a part
of the pro rata that corresponds Li3 to contribute, the pledge will be constituted over the number of new cash shares Li3 subscribes
that correspond in proportion to the percentage of the total contribution that Li3 makes that BBL financed; and (b) in case of
dealing with a shareholder credit, (i) Li3 will constitute collateral security over the number of shares it owns that corresponds,
in proportion to the amount that BBL has financed, regarding the total value of Li3’s shareholding participation in the company,
(ii) for the purpose of what is provided in this letter (b), the parties herein agree that the total value of Li3’s shareholding
participation in the company amounts to US$ 6,725,490.00, value that will be restated proportionally either higher or lower, according
to what corresponds, in case that the pro rata of the shareholders varies in the company’s shareholding capital (e.g., if
the part of the shareholder credit that corresponds Li3 to disburse amounts to a total sum of US$ 1,000,000 and BBL finances Li3
for the totality of such amount, then the proportion of the amount that BBL has financed regarding the total value of Li3’s
shareholding participation in the company - i.e. US$ 6,725,490 – equal to 14.87%, for which Li3 must constitute a pledge
over the 14.87% of the total of its shares the company subscribes). The largest disbursement (in case of a Shareholder Credit)
or contribution (in case of the capital increase) that BBL makes on Li3’s behalf complying with this agreement will be deposited
in a direct manner in the company checking account, jointly with BBL and Li3’s signature of a contract where the collateral
security is constituted over the respective part of the Li Spa shares.


 






    	 



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6.4. According to the agreement specified
in Section 6.3 above, Li3 declares that it is forced to pay BBL for the total sums that BBL has disbursed or contributed on its
behalf and risk to the Company, within a maximum time period of twenty-four (24) months starting from the reception date by the
company of the shareholder credit or capital contribution that BBL makes on Li3’s behalf. Simultaneously with the payment,
BBL will release the collateral securities constituted over Li3’s shares.


 


6.5. If Li3 does not comply in time, manner
and amount (that includes capital, readjustments and interests of 1.0% monthly), with its obligation to restitute to BBL the disbursement
in money that has been done on its own account and risk in virtue of a shareholder credit according to what is indicated in the
numbers above, the facultative right of executing the shares owned by Li3 constituted in pledge in favor of BBL will begin for
BBL, or to capitalize in the company the credit granted to Li SpA on Li3’s behalf in the execution of the contractual stipulations
in this Clause Six, right that emerges from the mere fact of delinquency in Li3’s compliance and without the need to accept,
declare or express Li3’s will, which are understood to be expressly conferred in this act, in an irrevocable manner, in such
a way that initiating the capitalization right, the sum that BBL enters in the company treasury as a contribution of the fee attributable
to Li3 will be transformed by the sole minister of law in contribution of BBL’s capital, in whose case it must also release
the pledge constituted over the shares Li3 owns. Delinquency in complying with the payment of the debt will begin on the first
effective day of the time period of twenty-four (24) months previously agreed to, and by the mere fact of reaching such deadline.


 


Charged on the debt that is capitalized,
cash shares will be issued in favor of BBL in proportion of the capitalization value. The materialization of this capitalization
will be made in the Li SpA Extraordinary Shareholders’ Meeting, which will be quoted for such effect by the board of directors,
in which, with the vote of 51% of the shares issued having the right to vote by the company, the agreement will be adopted to perfect
the capitalization agreement of the contribution, the issue of cash shares on behalf of BBL in the percentage corresponding to
the shareholding participation and the corresponding modification of the company by-laws.


 






    	 



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SEVEN:Distribution of Dividends


Unless there is a different agreement adopted
in a Shareholders’ Meeting with the favorable vote of the shares that represent at least 60% of the total of the company
shareholding capital, the company must distribute annually to the shareholders and each one of them will have the right to receive
dividends for an amount of at least 30% of the company’s net consolidated profits corresponding to the accounting period
above, which are available to be distributed according to applicable legislation.


 


EIGHT:Exercise of
the Right to Vote


Each one of the shareholders is forced
in reference to the others to exercise all its rights to vote and the powers of control that each one of them have in relation
to Li SpA, in order to fully comply with the terms and stipulations of this Shareholders’ Agreement, and each one of them
will adopt any other action necessary to carry out the terms and stipulations of this Shareholders’ Agreement.


 


NINE: Usufruct over
the Shares


In cases of constituting usufruct on the
shares by the company. These are inscribed in the Shareholders’ Register on behalf of the bare owner and the usufructuary,
in separate pages for each, expressing the existence, modalities and time periods of the usufruct. Unless there is an express provision
to the contrary of the title of the respective usufruct, the total power to vote of the shares given in usufruct will always correspond
to the usufructuary, as well as the right to receive the total amount of the dividends corresponding to the shares levied with
the usufruct and that are agreed to distribute during the enforcement of the usufruct itself. In case there is a community of usufructs,
the corresponding shareholder will be the respective community, acknowledging accrual rights that could be agreed to. In this case,
the co-proprietors are forced to appoint a proxy representing all of them to act before the company, as briefly as possible.


 


TEN:Embargo on the Shares



In case that any company shareholders of
all or a part of the shares that it is the title holder of, in property, usufruct or in any other right, are embargoed in a judicial
cause followed against the shareholder, it will have to inform the company board of directors and the rest of the shareholders,
within a period of ten (10) consecutive days following the date in which the embargo is executed, by registered letter sent through
public notary and addressed to the residence of each one of them registered in the company the following: (i) the fact of the embargo,
(ii) the jury that decreed such embargo, (iii) the role of the legal proceeding, (iv) the parties, and (v) its reasons or causes.
Once the embargo is notified to the affected shareholder, it will have a time period of ninety (90) consecutive days to remedy
such situation and manage the release of the embargo. If the time period of ninety (90) days mentioned herein above expires, and
the affected shareholder is unable to release the embargo over the shares, starting from the maturity of such time period and up
to the date of the eventual auction, the shareholders expressly stipulate that a right is created for the other shareholders of
acquiring the embargoed shares at the market value of the company shares (without considering in them, the potential effects of
the embargo), which will be established by the parties’ mutual agreement. If there is no agreement in terms of the shares
market value, it will be established by an expert appointed by the parties’ mutual agreement, appointment that must be given
to a company of re-known prestige specialized in the valuation of mining companies. In case there is no agreement in the appointment
of an expert, he/she will be appointed by the arbitrating judge to be designated according to Clause Nineteen below of this Shareholders’
Agreement. The above, in order to have the interested shareholder be able to carry out dealings to raise or release the embargo
at its own expense and charge, being able to be charged for what is paid for the purpose of performing such release, at the shares
purchase price that the shareholder suffering the embargo must make. This right is proportional for all other shareholders that
are interesting in saving the shares from the auction and acquiring the shareholding participation of the shareholder affected
with the embargo.


 






    	 



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ELEVEN:Other Agreements of
the Shareholders


11.1.Loan


(a) In conformance with what is established
in clause one of the Memorandum of Understanding entered into between Li3 and BBL granted in public deed in Santiago on October
30, 2013 before the Notary Public Mr. Eduardo Avello Concha, the parties agreed that jointly with the take-over of Li SpA by BBL
in the manner foreseen in such instrument, BBL will grant an additional credit to Li3 for the sum of US$ 2,500,000 (two-million
five-hundred thousand dollars of the United States of America) to be exclusively allocated to paying Li3’s direct debts,
credit that will be guaranteed with the pledge over the shares that Li3 owns in Li SpA and that will be paid within the time period
of 18 months starting from the time it is granted.


(b) In compliance with the obligation referred
to, in the letter above, the parties agree that the credit referred to will amount to the only and total amount of US$ 1,800,000
(one million eight-hundred thousand dollars of the United States of America), for which BBL will open a financing account for the
amount referred to, in favor of Li3, that the parties subscribe in a separate instrument, with pledge over one (1) Li3 Share in
Li SpA for each US$ 100,000 (one-hundred thousand dollars of the United States of America) that Li3 effectively disburses. Without
detriment to what is indicated herein below, according to this financing account, Li3 will be able to draw no more than US$ 100,000
this month, starting from April 1, 2014 and starting on May 1, 2014 it can draw money in sums that cannot be greater than US$ 200,000
a month, until exhausting the credit referred to, having to pay each installment within the 18 months following the time it was
granted and received by Li3. Notwithstanding the above, in case that Li SpA does not effectively receive and pay to Li3 the sum
of US$ 1,600,000 (one million six-hundred thousand dollars of the United States of America) for the concept of the transaction
of the failures to appear and assignments of the rights referred to in Sections 11.2 and 11.3 below, before March 27, 2014, Li3
can, starting March 28, 2014, draw up to US$ 600.000 (six-hundred thousand dollars of the United States of America) against the
financing account referred to herein, which BBL will disburse no later than March 31, 2014.


 






    	 



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11.2. Take-Over Additional Sum


11.2.1. In conformance with what is established
in Clause One of the Memorandum of Understanding entered into between Li3 and BBL granted in public deed in Santiago on October
30, 2013 before the Notary Public Mr. Eduardo Avello Concha, the parties hereto agreed that jointly with BBL’s take-over
of Li SpA in the manner foreseen in such instrument, BBL would pay Li3 the additional sum for the Take-Over (according to how this
concept is defined in the Memorandum of Understanding, referred to) of US$ 1,000,000 (one million dollars of the United States
of America), once any of the following events happens: a) Joint Venture is subscribed between Li SpA with CODELCO for the
exploitation of the properties owned by both companies in the Salar de Maricunga, constituted before 1979; b) the necessary authorizations
and permits are obtained for the commercial exploitation of the properties called Cocina; c) the arrival of the time period of
twenty-four (24) months starting from the materialization of the Take-Over; and/or d) in case that Li SpA does not manage to obtain
the payment of the failures to appear produced in the SLM referred to in point b, below the Memorandum of Understanding referred
to, within 60 calendar days starting from the signature of the transaction to be subscribed in a separate document.


11.2.2. The parties appearing hereto come
to this act and by this document ratify and reiterate the agreement referred to in all its parts, excepting in terms of the transaction
of the failures to appear, in which the minority shareholder Mr. Ernesto De Val Gutiérrez has been included and the price
of the transaction has been reduced to the only and total sum of US$ 1,200,000 (one million two-hundred thousand dollars of the
United States of America).


11.2.3. Without detriment to the above,
the parties hereto have agreed in a separate instrument, on the assignment of litigation rights of the trials pertaining to failures
to appear followed by Li SpA in its capacity as administrating associate of the SLM 1 to 6 of La Sierra Hoyada de Maricunga against
the minority shareholder Mr. Ernesto De Val Gutiérrez and the assignment of the credit for the failures referred to, that
appear for the single and total price of US$ 400,000 (four-hundred thousand dollars of the United States of America).


11.2.4. The payment of the transaction
and assignment of the litigation and credit rights already referred to in Nos. 11.2.2 and 11.2.3 above, amounting to the only and
total sum of US$ 1,600,000 (one-million six-hundred thousand dollars of the United States of America), have been conditioned by
the parties to the transference of shares that the minority shareholders own in the SLM Litio 1 to 6 of La Sierra Hoyada de Maricunga,
with the exclusion of the shares owned by the minority shareholder Mr. Ernesto De Val Gutiérrez, to the purchasing or acquiring
company called Tierras Raras SpA, which if it does not happen within the time period of 60 days starting from the time they are
granted, will give Li3 the right to collect the additional sum for the Take-Over referred to in Point 11.2.1 above, amounting to
the only and total sum of US$ 1,000,000 (one-million dollars of the United States of America).


11.2.5. In case that the transference of
the shares owned by the minority shareholders in SLM Litio 1 to 6 of La Sierra Hoyada de Maricunga, with the exclusion of the shares
owned by the minority shareholder Mr. Ernesto De Val Gutiérrez, to the to the purchasing or acquiring company called Tierras
Raras SpA is produced after sixty (60) days starting from the time it is granted and Li3 has collected and received the additional
sum for the Take-Over referred to, in Point 11.2.1 above, amounting to the only and total sum of US$ 1,000,000 (one-million dollars
of the United States of America), its payment will be credited to the sum agreed to, in the transaction and assignment of rights
already referred to herein, the purchasing or acquiring company called Tierras Raras SpA will have to pay Li3 the additional sum
of US$ 600,000 (six-hundred thousand dollars of the United States of America) and to BBL the sum of US$ 1,000,000 (one-million
dollars of the United States of America).


11.2.6. Once the event foreseen in No.
11.2.5 above has been materialized, i.e., that the transference of shares that the minority shareholders own in the SLM Litio 1
to 6 of La Sierra Hoyada de Maricunga, with the exclusion of the shares owned by the minority shareholder Mr. Ernesto De Val Gutiérrez,
to the purchasing or acquiring company called Tierras Raras SpA 60 days after their being granted starts and Li3 has collected
and received the only and total sum of US$ 1,600,000 (one-million six-hundred thousand dollars of the United States of America)
agreed to, in terms of BBL’s obligation to pay the additional sum for the Take-Over referred to, in Point 11.2.1 above under
the terms established herein will be re-started.


 






    	 



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11.3. Payment of the Transaction


11.3.1.
In case that Li SpA collects and receives the sum of US$ 1,600,000 (one-million six-hundred thousand dollars of the United States
of America) for the concept of the transaction of failures to appear and assignment of rights referred to in Section 11.2 above,
it will immediately allocate such full sum to the payment of the debt it has, for the concept of failure to appear of the minority
shareholders with Li3. This last-mentioned obligation is considered
essential to this Shareholders’ Agreement.


11.3.2. For such purpose, once the payment
stated in Point 11.3.1 above has been given to Li3 and without it being a condition for the latter, Li SpA will subscribe with
Li3 a transaction contract or any other contractual form that the shareholders agree at that time in order to obtain the full and
complete payment of the debt and thus grant the most ample, complete and total termination of such debt.


 


11.4 Responsibility due to Taxing and
Accounting Contingencies


11.4.1 The parties hereto agree that all
taxing and accounting contingencies that originate in the company administration developed by Li3 up to the date in which BBL’s
Take-Over has been materialized of the company and that it was not revealed or known by BBL, its affiliates or representatives
during the review or due diligence phase of the company background information, of its affiliates and assets will be Li3’s
sole and exclusive responsibility, for which it will be forced to respond legally and economically, releasing BBL from this point
to all responsibility and obligation.


 


11.4.2. For the purpose of what is indicated
in No. 11.4.1 above, Li3 grants faculties and authorizes BBL in an irrevocable manner so that, in case that Li3 does not solve
any of the referred to contingencies, within a time period that cannot be longer than one-hundred and eighty (180) days starting
from the date in which the Internal Revenue Service or other competent authority settles the tax, the company owes as the result
of such contingency, can pay or solve such contingencies under its name and representation, mandating and empowering it in an irrevocable
manner, to exercise the corresponding collection actions over the shares Li3 owns in the company, or in any other good of its patrimony,
additionally being released from the obligation of granting loans due to capital increase or shareholder credits, or of any other
nature referred to in this instrument, up to the full and total payment of the sums BBL pays on Li3’s behalf for the causes
already referred to.


 






    	 



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TWELVE: Communications and
Calculation of Limits


The shares sales offers as well as its
acceptance and other communications that must be carried out according to this agreement must be made in writing delivering such
communication personally to the shareholder’ legal representative with the reception evidence, or rather by registered letter
addressed to the residence that the shareholder has registered in the company. Notifications made by fax, e-mail or other telecommunications
system will also be valid if the communication receiver confirms in writing that it has received it. The deadlines stipulated in
this Shareholders’ Agreement are in consecutive days and will start to run from the time in which there is written evidence
or confirmation of the reception of the communication or identification, or once three consecutive days have elapsed starting from
the forwarding date of the registered letter.


 


THIRTEEN: Prohibition to Participate
in a Similar Business


Each one of the Shareholders, on its own
and on behalf of its respective affiliates and related companies according to what is defined in the law, agree, assure and guarantee,
as a continuous and permanent obligation through time, that from this date on and within a time period of three (3) years starting
from the sale or transfer at any title of the overall number of their respective shares that they are title holders of in the company,
none of them, whether directly or indirectly, can participate or actively intervene in the trade activity of the company in the
Republic of Chile (hereinafter the “Territory”), or carry out directly or indirectly capital investments or
acquire, own, and keep shares or rights in any company that operates in the Territory and whose trade activity is the extraction
and exploitation of Lithium and Potassium. Company trade activity, for the purposes of what has been previously foreseen in this
clause will be understood to be Lithium and Potassium extraction and exploitation operations and that of other substances contained
in the current properties the company owns.


 


The shareholder who sells its shares in
the company, on its own, or on behalf of its respective affiliates and related companies, agrees, assures and guarantees to the
other shareholders, as a continuous and permanent obligation through time and for the same time period of three (3) years stated
in the paragraph above, that: (a) they will fully protect the company’s confidential information and that of its affiliates,
under the terms and time periods foreseen in this Shareholders’ Agreement, (b) they will abstain from carrying out any action
that directly attempts or interferes with the businesses, customers, and the company’s and its affiliates’ right to
commercial use within the Territory; and (c) they will not compete in a disloyal manner with the company’s, and/or its affiliates’
business in the Territory. Thus, the company’s and/or affiliates’ clients that have been incorporated as such by a
shareholder will be the company’s and/or its affiliates’ property, not having any right currently or in the future
over such clients in the Territory, under the terms and for the time periods foreseen in this clause.


 






    	 



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FOURTEEN:Extension of the
Shareholders’ Agreement, Authorized Successors and Assignees


The stipulations of this Shareholders’
Agreement will be extended in an automatic manner and without the need to have any clarification or stipulation whatsoever, to
all the shares that Li SpA issues, that the shareholders, directly or indirectly, come to acquire in the future, at any title and
whether these are cash or non-paying shares.


 


Similarly,
this Shareholders’ Agreement will be compulsory and will be assigned in benefit of the shareholders and its respective successors,
and allowed and compulsory assignees. Thus, every time that reference is made to the shareholders in this Shareholders’ Agreement,
it will be understood to extensively refer to its successors and allowed and compulsory assignees in conformance with this Shareholders’
Agreement. “Compulsory assignees” for the purpose of this Shareholders’ Agreement will mean any person or entity
that acquires and interest or title over the company shares through any transference or disposition of such shares in compliance
of a judicial order, legal procedure, execution, embargo or execution of a pledge or any other guarantee.


 


FIFTEEN: Sanctions


If any shareholder sells, assigns, transfers
or swaps all or a part of one or more Li SpA’s shares violating the obligations established in Clause Four of this Shareholders’
Agreement, the violating shareholder will be forced to pay to the other shareholders, pro rata of their share percentages, excluding
those of the violating shareholder, a fine or compensatory criminal clause that the shareholders assess in advance in a sum, amounting
in total, to double the price agreed to for the sale, transference, assignment or swap carried out violating this Shareholders’
Agreement. The minimum transference price for the purpose of this contract will be considered to be the equity value or book value
of the shares as of the date of the transference carried out violating this Shareholders’ Agreement. The fine or compensatory
criminal clause above is without detriment of the shareholders’ right to demand other compensations that correspond in law,
for the direct detriment effectively caused. In all other cases of non-compliance of the obligations stated in this Shareholders’
Agreement, compensation will be established in a prudent manner by the arbitrator appointed according to this document.


 


SIXTEEN: Confidentiality


Whoever subscribe this Shareholders’
Agreement are forced not to disclose to third parties the information and knowledge of commercial, technical or other confidential-type
data (hereinafter the "Confidential Information") and that are known as the result of their participation in the
company or in its affiliates, or use or exploit them for any purpose. This obligation will be kept in force even after they are
not shareholders, for a time period of three (3) years.


 






    	 



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All and any Confidential Information that
any of the shareholders (a) has communicated or must communicate, totally or partially, to the Superintendence of Securities and
Insurance (Superintendencia de Valores y Seguros of Chile), to the Securities & Exchange Commission (SEC) of the United
States of America, to a stock exchange or any other government or judicial competent entity, whether Chilean or foreign, in conformance
to what is provided for in applicable legislation and regulations or (b) authorizes prior to communicating and in writing to the
other Shareholder, events in which they must adopt necessary safeguards to comply in the best manner possible with the confidentiality
information established between the parties, is considered an exception of what is provided for, in the paragraph above.


 


SEVENTEEN: Lack of Exercising
Rights


If at any time any of the shareholders
abstain from demanding compliance of any of the provisions stated in Shareholders’ Agreement, it will not be interpreted
as if they are waiving their rights, or will it affect in any way whatsoever the validity of this Shareholders’ Agreement.


 


EIGHTEEN:Miscellaneous



a)
Inscription of the Shareholders’ Agreement. According to what is foreseen in Article 14 of Law 18,046, this Shareholders’
Agreement will be filed in the company, at the availability of its shareholders and interested third parties and reference will
be made to the same in the company’s Shareholders’ Register, for which purpose the bearer of a copy of this document
is granted to faculty to carry out such filing and require the relevant annotations.


b) Modifications to the Shareholders’
Agreement. The Shareholders hereby declare that no part of this Shareholders’ Agreement, or its supplementary or modifying
documents, in their case, can be modified without the unanimous consent and in writing of all the shareholders that subscribe it
or that have adhered to it or to them, according to what corresponds.


c) Duration and Termination of the Shareholders’
Agreement. This Shareholders’ Agreement will have an indefinite duration and will end by the company’s shareholders’
written unanimous mutual agreement, which represent 100% of the issued shares, or due to legal causes. The company dissolution
will not produce the end of the Shareholders’ Agreement, during the duration of its settlement; once the settlement is finished,
the Shareholders’ Agreement will lose all its force. Absorption or merger by incorporating the company by another company
will make this Shareholders’ Agreement binding between the shareholders who were governed by the same, who will have the
obligation to subscribe it as a Shareholders’ Agreement of the new company. In case that the associates of the absorbed company
associate themselves with those of the absorbing or legally continuing company, or in its absence, they will have the obligation
to stipulate it as a sub-Shareholders’ Agreement in case that the shareholders of the absorbing company already have an agreed
to Shareholders’ Agreement.


d) Divisibility. If a competent
court of law establishes that any term, provision or agreement considered in this Shareholders’ Agreement, or its application
to any person, place or circumstance is considered invalid, not executable or null, the rest of the provisions of this Shareholders’
Agreement, as well as those same provisions as they are applied to other people, places or circumstances will keep their full enforcement
and effectiveness.


 






    	 



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e) Waivers. Unless there is a provision
to the contrary contained in this Shareholders’ Agreement, any non-compliance of the parties of any obligation, the Shareholders’
Agreement, agreement or condition of the same could be the object of a waiver provided by the party granted the faculties to their
benefits only in virtue of the written instrument subscribed by the Party that grants such waiver, but failure or delay of any
of the shareholders to exercise any right, power or recourse under this Shareholders’ Agreement will not operate in any case
whatsoever, as waiving them, or their individual or partial exercise will preclude the future exercise of such rights, powers or
recourses.


f) Complete Agreement. The provisions
of this Shareholders’ Agreement constitute the complete agreement and understanding between the Shareholders and will prevail
over any agreements above, whether they are oral or written and any other prior communications between them relative to the object
of this Shareholders’ Agreement, which are different from those written agreements subscribed and executed contemporaneously
with the same, unless it is stipulated differently in this Shareholders’ Agreement.


g) Absence of Beneficiary Third Parties.
This Shareholders’ Agreement has been agreed in the sole benefit of the shareholders and their successors and allowed assignees
and nothing of what is stated herein, in an express or implicit manner will grant or be understood to grant to any person, different
from the shareholders and such successors and assignees, any type of legal right or in equity under this Shareholders’ Agreement.


h) Advertising. With the exception
of the communications that the parties have sent or must send to the Chilean Superintendence of Securities and Insurance, to the
Securities & Exchange Commission (SEC) of the United States of America, to a stock exchange or any other government
or judicial competent entity, whether Chilean or foreign, in conformance to what is provided for, in applicable legislation and
regulations, none of the parties can issue any press release or carry out any other public announcement relative to the existence
of this Shareholders’ Agreement or of the transactions considered herein without the prior approval in writing of the other
shareholders.


i) Absence of an Agency. Except
in case of the provisions of this Shareholders’ Agreement that expressly authorize a shareholder to act on behalf of the
other, this Shareholders’ Agreement will not turn any shareholder or the company into the legal representative or agent of
another shareholder, its affiliates or the company, according to what corresponds and none of the shareholders or the company will
have the right or authority to assume, give place or incur in responsibility or obligation of any type, whether explicit or implicit,
against, on behalf of or in representation of a shareholder or any of its affiliates or the company, according to what corresponds.


j) Additional Instruments and Shares.
The shareholders agree to subscribe all additional instruments and adopt all other measures that can be reasonably necessary to
make effective this Shareholders’ Agreement. Each shareholder agrees to actively cooperate with all others in a reasonable
measure required, for the purpose of executing and exercising the rights and obligations considered herein.


k) Interpretation Standards. This
Shareholders’ Agreement will be interpreted jointly with the Li SpA’s by-laws. Notwithstanding the above, for the purpose
of regulating the relations between the shareholders, and in case that disputes arise between them, the parties agree that the
provisions contained in this agreement will prevail over what is provided in the Li SpA’s by-laws.


 






    	 



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l) Conventional Residence. The shareholders
establish their conventional residence in the district and city of Santiago Chile for all legal purposes that could be derived
from this Shareholders’ Agreement and specifically in the residence of each one registered in the company and will submit
to the competence and jurisdiction of the arbitrational court of law instituted in this Shareholders’ Agreement and, for
all aspects that are relevant, to the Regular Courts of Law sitting in the district of Santiago.


m) Applicable Legislation. Stipulations
that are evident in this Shareholders’ Agreement will be regulated and interpreted in all by the legislation in force of
the Republic of Chile.


n) Declarations. The Shareholders
declare and guarantee that: (i) they have sufficient legal and statutory faculties to enter into this Shareholders’ Agreement;
and (ii) this Shareholders’ Agreement has been due and validly agreed to and granted and is the source of legally valid and
demandable obligations against the respective shareholder in conformance with its stipulations.


 


NINETEEN:Arbitration


All doubts, conflict, difficulty or controversy
that arises between the shareholders of this Shareholders’ Agreement due to the same, whether referring to its validity,
interpretation, compliance, non-compliance, termination or any other, of any nature, including issues relative to the validity
of this same clause and the appointment of the arbitrators that it contains will be submitted to arbitration, according to the
Procedural Arbitration Rules of the Center of Arbitration and Mediation of Santiago, effective at the time of requesting such process.
The arbitration will be conducted by a joint arbitrator, who will act as arbitrator in terms of procedure and right in terms of
sentencing. No recourse whatsoever will proceed against the resolutions of the arbitrator. Further still, the shareholders waive
from this point on and in an express manner all resources that could be filed against the resolutions that the arbitrator sentences.


 


The joint arbitrator will be appointed
by the parties’ mutual agreement from among the members of the arbitration entity of the Center of Arbitration and Mediation
of Santiago. If such mutual agreement is not reached by the parties within the time period of 7 consecutive days starting from
the written requirement that is addressed from one party to the other regarding the matter, the arbitrator will be appointed by
the Commerce Chamber of Santiago (Cámara de Comercio de Santiago A.G.), upon the sole written requirement of any of the
shareholders, from among the members of the arbitrational entity of the Center of Arbitration and Mediation of Santiago (Centro
de Arbitraje y Mediación de Santiago). The Shareholders herein, for this purpose, grant special irrevocable power of attorney
to the Cámara de Comercio de Santiago A.G., so that it might carry out such appointment. The arbitrators thus appointed
will be able to take on the position and perform their functions, as many times as they are required for such effect by the shareholders.
The arbitrator will be specially granted the faculties to solve all matters related with their competence and/or jurisdiction.


 


The arbitration will always take place
in the city of Santiago, Chile.


 






    	 



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The arbitrator will always be granted the
faculty to require from the contending parties the allocation of funds that they deem in the case, in order to cover legal and
personal costs of the promoted lawsuit.


 


The shareholders confirm that, prior to
the constitution of the arbitrational court of law, the justice courts of law will be competent to decree prejudicial measures
that they require. The arbitrational court of law must later decree or not maintain the prejudicial measures decreed by the regular
justice, supplement them or rather modify them, once the lawsuit has been filed. The parties hereto agree from this point on that,
the party that obtains the prejudicial measure will have the time period of sixty (60) consecutive days from the date of resolution
that is granted to formally file the respective lawsuit before the arbitrational court of law. After the arbitrational court of
law has been constituted the arbitrational court of law will have to precisely request all precautionary measures.


 


TWENTY:Copies


This Shareholders’ Agreement is provided
in 3 issues of an identical tenor and date, leaving one in the hand of each one of the shareholders appearing and another to be
filed in the company in conformance with the Law.


 


FINAL CLAUSE: The bearer
of an original or an authorized copy of this document is granted the faculties to require and sign annotations, inscriptions and
sub-inscriptions that proceed in the corresponding registers. The legal capacity of BBL’s representatives
is evident in the public deed granted in Santiago before the Notary Public Mr. Eduardo Avello Concha on September 5, 2013, inscribed
on page 77766 No. 51251 of the Trade Register of Santiago dated 2013; and the legal capacity of Li3’s representative
is evident in the private document granted on January 27, 2014 in the city of Nueva York, United States of America and authorized
on an equal date before a notary public of New York, which is currently going through the legalization process.


  


on behalf of Luis F. Saenz Rocha


Li3 ENERGY INC.





 


on behalf of Andrés Lafuente Domínguez
/// Francisco Bartucevic Sánchez


BBL SpA