Lithium Exploration Group, Inc.: Exhibit 10.1 - Filed by newsfilecorp.com






	Issuer Name: Lithium Exploration Group Inc. 
	Client Name: Alex Walsh 
	Symbol: LEXG 
	Start Date: February 27, 2013 
	End Date: May 27, 2013 


Rule 10b5-1 Sales Plan, Client Representations, and Sales
Instructions 

     I, Alex Walsh, as of the
date below, establish this Sales Plan (“Plan”) in order to sell shares of the
common stock (“Shares”) of Lithium Exploration Group Inc. (“Issuer”)
pursuant to the requirements of Rule 10b5-1 under the Securities Exchange Act of
1934, as amended (“Exchange Act”). I request that Merrimac Corporate Securities,
Inc. (“Merrimac”) execute the Plan as follows: 

     1. Sales Instructions for
Sales/Exercise and Sale of Employee Stock Options

     1.1 For securities other
than stock options, you are authorized to execute transactions in accordance
with the attached SEC Rule 10b5-1 Sales Instruction and Notice Provision –Annex
(“Sales Instruction”) with respect to the security type “Shares”. 

     1.2 For employee stock
options, you are authorized to exercise my options and sell the underlying
Shares in accordance with the Sales Instruction with respect to the security
type “ESOP”. 

	     For
      purposes of this Section 1.2: 
	 
		1. 	
      Merrimac will not exercise any stock option unless
      its exercise price is less than the market price of the underlying Shares.
      

	 	 	
       

		2. 	
      To the extent that the exercise price and any withholding
      tax relating to the exercise of a stock option and sale of the underlying
      Shares under this plan are to be paid from the proceeds of such exercise
      and sale, Merrimac will deduct from the proceeds of each stock option
      exercised and the underlying Shares sold the sum of the exercise price and
      any withholding tax. The resulting amount will be then remitted to the
      Issuer. 

	 	 	
       

		3. 	
      After remitting payment to the Issuer for the applicable
      exercise price and withholding tax pursuant to 1.2.2, supra, any
      commissions and/or fees due and payable to Merrimac shall be deducted from
      the proceeds of such exercise and sale and paid to Merrimac. 

	 	 	
       

	 	4. 	
      Check which of the following apply: 

	 	 	
       

			
      [   ] 
	
      The Issuer of the Shares has executed a servicing
      agreement with Merrimac for stock option services for the Issuer and its
      optionees. 

	 	 	
       
	
       

			
      [X] 
	
      The Issuer of the Shares has not executed a servicing
      agreement with Merrimac for stock option services for the Issuer and its
      optionees and therefore I hereby agree to and authorize the following:
    



     In connection with the exercise
of my employee stock options under the Plan I authorize and instruct the Issuer
to register or cause its agent(s) to register, the Shares to be issued upon the
exercise of my stock option(s) in the name of Merrimac (or its designated
nominee), which is my agent and nominee (or in the event that is not
permissible, in my name). 

     I also authorize and instruct the
Issuer to deliver, or cause its agent(s) to deliver within three business days,
the Shares issued pursuant to the stock option exercise to Merrimac in exchange
for funds from Merrimac representing the exercise price (plus any applicable
taxes). 

     I cannot revoke or rescind this
authorization and instruction under any circumstance while the Plan is in
effect. I hereby grant a security interest to Merrimac in the Shares to be
issued pursuant to the exercise of my employee stock option(s). This security
interest will not terminate even if the securities are delivered to me contrary
to these instructions. 

     If I am selling all or some of
the Shares to be issued pursuant to the exercise of my employee stock option, I
agree that I am responsible for any and all dividends, rights or payments of any
kind that are or may become payable to any purchaser of the Shares prior to the registration of the
Shares in the name of Merrimac and, if I am holding all or some of these Shares,
I agree that I shall not be entitled to such dividends, rights or payments prior
to the issuance of the Shares. I agree to pay or deliver to Merrimac upon
demand, any and all funds, securities, dividends or distributions due to it, if,
for any reason, the Shares to be issued pursuant to the exercise of my employee
stock option are not promptly delivered to Merrimac. 




2. Execution, Average Pricing and Pro Rata
Allocation of Sales

     I agree and acknowledge that: 

     2.1 If my order to sell
Shares pursuant to the Plan, whether market or limit, is handled by a Merrimac
trading desk, my order shall be handled as “not held”. A “not held” or “working
order” permits a Merrimac trader to use reasonable brokerage judgment,
exercising price and time discretion, as to when to execute the order. This
provision shall only apply to orders handled by a Merrimac trading desk. 

     2.2 Merrimac may execute
my order: (a) in a single transaction or multiple transactions during the course
of the trading day, or (b) it may aggregate my order with other orders for other
sellers of the Issuer’s securities that may or may not have been accepted
pursuant to a Rule 10b5-1 sales plan, execute them as a block or in multiple
smaller transactions, and allocate an average price to each seller. 

     2.3 When orders are
aggregated, Merrimac shall allocate the proceeds of shares sold pro rata among
the sellers, based on the ratio of (x) the shares to be sold and (y) the sum of
the proceeds of all shares sold, and Merrimac will provide each seller an
“average price confirmation” that identifies the amount of securities sold for
the applicable seller together with an average price for sales. 

3. Stock
Splits/Reincorporation/Reorganizations

     3.1 In the event of a
stock split or reverse stock split, the quantity and price at which the Shares
are to be sold will be adjusted proportionately. 

     3.2 In the event of a
stock dividend or spin-off, the quantity and price at which the Shares are to be
sold will be adjusted as instructed by the Issuer. Any adjustment shall only
become effective upon receipt by Merrimac of written notice from Issuer as to
the occurrence of the dividend or spin-off, as well as specific instructions as
to the adjustment to the quantity and price at which Shares are to be sold. 

     3.3 In the event of a
reincorporation or other corporate reorganization resulting in an automatic
share-for-share exchange of new shares of the Issuer for the Shares subject to
the Plan, then the new shares will automatically replace the Shares originally
specified in the Plan. 

4. Account Credit

     In the event any scheduled sale
of Shares or exercise of stock options and sale of the underlying Shares is not
executed as provided for in Section 1 (or Section 7, if applicable) of the Plan,
upon Merrimac’s knowledge of such event, Merrimac shall exercise stock options
(if applicable) and sell Shares that should have been sold as soon as reasonably
practicable, and will credit my account as if such sale had been executed as
instructed in Section 1 (or Section 7, if applicable). 

5. Compliance with Rule 144 and Rule
145

     5.1 I understand and agree
that if I am an affiliate or control person for purposes of Rule 144 under the
Securities Act of 1933, as amended (“Securities Act”), or if the Shares subject
to the Plan are restricted securities subject to limitations under Rule 144 or
eligible for resale under Rule 145, then all sales of Shares under the Plan will
be made in accordance with the applicable provisions of Rule 144. 

     5.2 I request and
authorize Merrimac to complete and file on my behalf any Forms 144 (pre-signed
by me) necessary to effect sales under the Plan. 




     5.3 If appropriate, I
understand and agree that, upon my prompt signature and delivery to Merrimac of
Form 144, Merrimac will either: (a) make one Form 144 filing at the beginning of
each three-month period commencing with the date of the first sale made in
connection with the Plan or (b) file Form 144 for each sale made in connection
with the Plan. 

     5.4 A Form 144 shall be
filed for all applicable sales pursuant to this Plan and shall indicate that the
sales are made pursuant to this Plan. 

     5.5 Merrimac will conduct
sales pursuant to Rule 144 or Rule 145 if appropriate, including applying Rule
144 volume limitations as if the sales under the Plan were the only sales
subject to the volume limitations. 

     5.6 I agree not to take
any action or to cause any other person or entity to take any action that would
require me to aggregate sales of Shares pursuant to Rule 144; and not to take
any action that would cause the sales of Shares under the Plan not to comply
with Rule 144 or Rule 145. 

6. Representations, Warranties and
Covenants

     In consideration of Merrimac
accepting orders to sell securities under this Plan, I make the following
representations, warranties and covenants: 

     6.1 I have established the
Plan in good faith, in compliance with the requirements of Rule 10b5-1, and at a
time when I was not aware of material nonpublic information about the Shares or
the Issuer. 

     6.2 I have consulted with
legal counsel and other advisors in connection with my decision to enter into
the Plan and have confirmed that the Plan meets the criteria set forth in Rule
10b5-1. I have not received or relied on any representations by Merrimac
regarding the Plan’s compliance with Rule 10b5-1. 

     6.3 I have provided, or
caused the Issuer to provide, Merrimac with a certificate completed by the
Issuer, substantially in the form of Annex A hereto (“Issuer Certificate”). 

     6.4 I own all Shares that
are subject to the Plan free and clear of liens or encumbrances of any kind,
and/or I will own all such Shares free and clear of liens or encumbrances of any
kind at the time of their Sale as provided for in this Plan. I will own any
Shares acquired under employee stock options exercised pursuant to the Plan free
and clear of liens or encumbrances, except for any liens or encumbrances in
favor of Merrimac. There are no restrictions imposed on me, the Shares or the
Issuer that would prevent Merrimac or me from complying with the Plan. 

     6.5 While the Plan is in
effect, except as provided in the Plan, I will not engage in offsetting or
hedging transactions in violation of Rule10b5-1; and I will notify Merrimac in
advance of any sales or purchases of, or derivative transactions on, any of the
Issuer’s securities initiated by me. 

     6.6 While the Plan is in
effect, I will not disclose to any employee of Merrimac, including my Private
Wealth Advisor or Financial Advisor, any material nonpublic information
concerning the Shares or the Issuer. 

     6.7 While the Plan is in
effect, I will not attempt to exercise any influence over how, when or whether
to effect sales of Shares. 

     6.8 The Plan does not violate
the Issuer’s insider trading policies. 

     6.9 I agree to make or
cause to be made all filings required under the Securities Act and/or the
Exchange Act, including under Rule 144 and pursuant to Section 13 and Section 16
of the Exchange Act, and any other filings necessary. 

     6.10 As to delivery
requirements: 

	 	1. 	
      For securities other than stock options, prior to the
      date of execution of any sales specified under the Plan, I agree to have
      delivered into the custody of Merrimac the total amount of the Shares that
      may be sold pursuant to the Plan, together with all transfer documents and
      other authorizations required for Merrimac to effect settlement of sales
      of such Shares on my behalf.








	 	2. 	
      For employee stock options, the number of options granted
      to me by the Issuer that are vested, exercisable and registered is equal
      to or greater than the number of options to be exercised and the
      underlying Shares to be sold under the Plan. I agree to provide to
      Merrimac all necessary documentation, properly executed, to effect the
      timely exercise of the stock options and the subsequent sale and
      settlement of the Shares.

	 	 	 
	 	3. 	
      I agree that Merrimac’s obligation to execute sales under
      the Plan is conditioned on the satisfaction of the foregoing delivery
      requirements.



     6.11 I agree to inform Merrimac
as soon as possible of any of the following: 

	 	1. 	
      any subsequent restrictions imposed on me due to changes
      in the securities (or other) laws or of any contractual restrictions
      imposed on the Issuer that would prevent Merrimac or me from complying
      with the Plan, and

	 	 	 
	 	2. 	
      the occurrence of any event as set forth in the Plan that
      would cause the Plan to be suspended or terminated under Section 7 or
      Section 8 of the Plan, respectively.




	7.  Suspension
	 
	
           7.1 Sales pursuant to
      Section 1 above shall be suspended where:




	 	1. 	
      trading of the Shares on the principal exchange or market
      on which the Shares are traded (“Exchange”) is suspended for any
      reason;

	 	 	 
	 	2. 	
      there is insufficient demand for any or all of the Shares
      at or above the specified price (e.g., the specified price met but
      all Shares could not be sold at or above the specified price);

	 	 	 
	 	3. 	
      Merrimac, in its sole discretion, determines that there
      is a legal, regulatory or contractual reason why it cannot effect a sale
      of Shares;

	 	 	 
	 	4. 	
      Merrimac is notified in writing by the Issuer that a sale
      of Shares should not be effected due to legal, regulatory or contractual
      restrictions applicable to the Issuer or to me (including without
      limitation, Regulation M);

	 	 	 
	 	5. 	
      Merrimac is notified in writing by the Issuer that (i) in
      the case of Shares being sold pursuant to a registration statement filed
      under the Securities Act, the registration statement has terminated, been
      suspended, expired or is otherwise unavailable; or (ii) a public
      announcement of a public offering of securities by the Issuer has been
      made.



     7.2 Merrimac will resume
sales in accordance with the Plan as promptly as practicable after (a) Merrimac
receives notice in writing from the Issuer that it may resume sales in
accordance with Section 1 of the Plan in the case of the occurrence of an Event
described in 7.1.4 or 7.1.5 above or (b) Merrimac determines, in its sole
discretion, that it may resume sales in accordance with the Plan in the case of
the occurrence of an Event described in 7.1.1, 7.1.2 or 7.1.3 above. 

     7.3 Shares allocated under
the Plan for sale during a period that has elapsed due to a suspension under
this Section will be carried forward to be sold with the next amount of shares
to be sold in accordance with Section 1 of the Plan. In the event Section 1 of
the Plan provides for an amount of Shares to be sold during a given period
pursuant to a limit order, Shares that would otherwise be permitted to be sold
during that period, shall, upon lapse of the suspension, nonetheless be carried
forward to be sold with the next amount of Shares to be sold in accordance with
Section 1 of the Plan. 

     7.4 Merrimac is released
from all liability in connection with any suspension of sales, including, but
not limited to, liability for the expiration of stock options or loss of market
value. 

8. Termination

     The Plan shall terminate on the
earliest to occur of the following: 

     8.1 the termination date listed
in the Sales Instruction; 




     8.2 the completion of all sales
contemplated in Section 1 of the Plan; 

     8.3 my or Merrimac’s
reasonable determination that: (a) the Plan does not comply with Rule 10b5-1 or
other applicable securities laws; (b) I have not complied with the Plan, Rule
10b5-1 or other applicable securities laws; or (c) I have made misstatements in
my representations or warranties in Section 6, above; 

     8.4 receipt by Merrimac of
written notice from the Issuer or me of: (a) the filing of a bankruptcy petition
by the Issuer; (b) the closing of a merger, recapitalization, acquisition,
tender or exchange offer, or other business combination or reorganization
resulting in the exchange or conversion of the Shares of the Issuer into shares
of a company other than the Issuer; or (c) the conversion of the Shares into
rights to receive fixed amounts of cash or into debt securities and/or preferred
stock (whether in whole or in part); 

     8.5 receipt by Merrimac of
written notice of my death or legal incapacity; or 

     8.6 receipt by Merrimac of
written notice of termination from me. 

9. Indemnification

     9.1 I agree to indemnify
and hold harmless Merrimac and its directors, officers, employees and affiliates
from and against all claims, losses, damages and liabilities, including, without
limitation, any legal or other expenses reasonably incurred in connection with
defending or investigating any such claim, arising out of or attributable to
Merrimac’s actions taken in compliance with the Plan, any breach by me of the
Plan, or any violation by me of applicable federal or state laws or regulations.
This indemnification shall survive termination of the Plan. 

     9.2 Merrimac agrees to
indemnify and hold me harmless from and against all claims, losses, damages and
liabilities including, without limitation, any legal or other expenses
reasonably incurred in connection with defending or investigating any such
action or claim, arising out of or attributable to Merrimac’s gross negligence
or willful misconduct in connection with the Plan. 

10. Modification and Amendment

     The Plan, including the Sales
Instruction, may be modified or amended only upon (a) the written agreement of
me and Merrimac; (b) the receipt by Merrimac of written confirmation signed by
me to the effect that the representations, warranties and covenants contained in
Section 6 above, are true as of the date of such written confirmation; and (c)
the receipt by Merrimac of a new Issuer Certificate or written confirmation
signed by the Issuer that the representations, warranties and covenants
contained in the original Issuer Certificate are true as of the date of such
written confirmation. 

11. Counterparts

     The Plan may be signed in
counterparts, each of which will be an original. 

12. Entire Agreement

     The Plan, including the
representations, warranties and covenants in Section 6, constitutes the entire
agreement between me and Merrimac regarding the Plan and supersedes any prior
agreements or understandings regarding the Plan. 

13. Governing Law

     This Plan will be governed by and
construed in accordance with the laws of the State of Arizona. 

14. Officer & Director Equity
Service

     If seller is subject to the
reporting requirements of Section 16 of the Exchange Act, complete the following
to have transaction information for open market transactions under the Plan
forwarded to a designated third party. 




     14.1 I authorize Merrimac
to transmit transaction information via facsimile and/or email regarding open
market transactions under the Plan to: 

	 	Name: Alex Walsh 
	 	Title: CEO 
	 	Organization: Lithium Exploration Group Inc.
  
	 	Fax:480-641-4794 
	 	Tel:480-641-4790 
	 	e-mail: aw@lithiumexplorationgroup.com
    


     14.2 I understand that
reasonable efforts will be made to transmit transaction information for open
market transactions under the Plan (purchase or sale) by the close of business
on the day of the purchase or sale, but no later than the close of business on
the first trading day following the purchase or sale. 

     14.3 I acknowledge that
Merrimac (a) has no obligation to confirm receipt of any email or faxed
information by the designated contact and (b) has no responsibility or liability
for filing a Form 4 with the SEC or for compliance with Section 16 of the
Exchange Act. 

     14.4 If any of the above
contact information changes, or I would like to terminate this authorization, I
will promptly notify Merrimac in writing. I further authorize Merrimac to
transmit transaction information to a third party service provider who will make
the information available to my designated representative(s) listed above. 

15. Notices

     All notices given by the parties under
the Plan will be as set forth in the Sales Instruction. 

	 	By: 	/s/
      Alex Walsh 
	 	Name: 	Alex Walsh 
	 	  	  
	 	Date: 	2.26.13 


Merrimac Corporate Securities Inc.

Acknowledged and Agreed this 4 day of 
March, 2013

	By: 	/s/ R. L. Barnett 	 
	Name: 	R. L. Barnett 	 
	  	  	 
	Title: 	President 	 






Sales Instruction and Notice Provision –Annex

SPECIFIC INSTRUCTIONS

1. Merrimac shall enter a Sell Order for a specified Sale
Amount (as defined below) for the account of Seller on each specified Sale Day
(as defined below) at the specified Sale Price (as defined below), subject to
the following restrictions:

In no event shall Merrimac sell any Shares pursuant to the Plan
prior to February 27, 2013 ("Effective Date").

2. A "Sale Day" shall be any Trading Day from February 27, 2013
to May 27, 2013 ("Plan Sales Period") that the limit price specified below is
met. Merrimac shall enter the order before the opening on the first Trading Day
of the month.

3. Merrimac is limited to not trading more than 10% of the
daily volume on any Trading Day during the plan.

4. The Sale Price shall be a limit price, such that sales
should only be effected if the market price on the Sale Day is greater than or
equal to thirty cents $.20 per share.

5. If a limit order is entered pursuant to this Trading Plan it
will be entered as a GTC order (good until cancelled), provided, however, that
no GTC orders will last beyond the close of the last Trading Day of the calendar
month during which the order was entered, at which time any GTC order that has
not been filled will be cancelled.

6. The Sale Amount and the Sale Price shall be adjusted
automatically on a proportionate basis to take into account any stock split,
reverse stock split or stock dividend with respect to the Stock or any change in
capitalization with respect to Issuer that occurs while the Trading Plan is in
effect.

7. The term "Stock" as used in the Trading Plan shall include
any class or series of common stock of Issuer into which the Stock shall be
converted whether pursuant to a reclassification, reorganization,
reincorporation or similar event.

8. A "Trading Day" is any day during the Plan Sales Period that
the Primary Exchange (the "Principal U.S.

Market") is open for business and the Stock trades regular way
on the principal U.S. market; provided, however, that a "Trading Day" shall mean
only that day's regular trading session of the Principal U.S. Market and shall
not include any extended-hours or after-hours trading sessions that the
Principal U.S. Market may allow.

9. Merrimac may sell Stock on any national securities exchange,
in the over-the-counter market, on an automated trading system or otherwise.

10. Merrimac may, in its sole discretion, elect to act as
principal in executing sales under the Trading Plan.