Lithium Exploration Group, Inc.: Exhibit 10.95 - Filed by newsfilecorp.com








LITHIUM EXPLORATION GROUP,
INC. 
10% CONVERTIBLE
PROMISSORY NOTE 

	Effective Date
      December 29, 2016 	US $91,111.00
      


Due December 29,
2017 

THIS NOTE AND
THE COMMON STOCK
ISSUABLE UPON CONVERSION
OF THIS NOTE HAVE
NOT BEEN AND WILL
NOT BE REGISTERED WITH
THE UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION OR THE
SECURITIES COMMISSION OF
ANY STATE PURSUANT TO
AN EXEMPTION FROM
REGISTRATION PROVIDED UNDER
THE SECURITIES ACT OF
1933, AS AMENDED, AND
THE RULES AND
REGULATIONS PROMULGATED THEREUNDER
(THE "1933 ACT”) 

FOR VALUE RECEIVED Lithium Exploration
Group, Inc. (the “Company”) promises to pay to
the order of Concord Holding Group,
LLC, and its authorized successors and permitted assigns
("Holder"), the aggregate principal face amount of Ninety One Thousand
One Hun�]dred and Eleven Dollars exactly (U.S. $91,111.00) on December 29, 2017
("Maturity Date"). The Company will pay interest on the principal amount
outstanding at the rate of 10% per annum, which will commence on December 29,
2016. The Company acknowledges that this Note was issued with a $9,111.00
original issue discount (“OID”) such that the issuance price was $82,000.00. The
interest will be paid to the Holder in whose name this Note is registered on the
records of the Company regarding registration and transfers of this Note. The
principal of, and interest on, this Note are payable at 1080 Bergen St., Suite
240, Brook lyn, NY 11216, initially, and if changed, last appearing on the
records of the Company as designated in writing by the Holder hereof from time
to time. The Company will pay each interest payment and the outstanding
principal due upon this Note before or on the Maturi ty Date, less any amounts
required by law to be deducted or withheld, to the Holder of this Note by check
or wire transfer addressed to such Holder at the last address appearing on the
records of the Company. The forwarding of such check or wire transfer shall
constitute a payment of outstanding principal hereunder and shall satisfy and
discharge the liability for principal on this Note to the extent of the sum
represented by such check or wire trans fer. Interest shall be payable in Common
Stock (as defined below) pursuant to paragraph 4(b) herein. 

This Note is subject to the following
additional provisions: 

1.     This Note is
exchangeable for an equal aggregate principal amount of Notes of different
authorized denominations, as requested by the Holder surrendering the same. No
service charge will be made for such registration or transfer or exchange,
except that Holder shall pay any tax or other governmental charges
payable in connection there with. 




2.     Under all applicable laws, the
Company shall be entitled to withhold any amounts from all payments it is
entitled to. 

3.     This Note may only be transferred or
exchanged in compliance with the Securities Act of 1933, as amended
("Act") and any applicable state securities laws. All attempts transfer
to a nonqualifying party shall be treated by the Company as void. Prior to due
presentment for transfer of this Note, the Company and any agent of the Company
may treat the person in whose name this Note is duly registered on the Company's
records as the owner hereof for all other purposes, whether or not this Note be
overdue, and nei ther the Company nor any such agent shall be affected or bound
by notice to the contrary. Any Holder of this Note electing to exercise the
right of conversion set forth in Section 4(a) hereof, in addition to the
requirements set forth in Section 4(a), and any prospective trans feree of this
Note, also is required to give the Company written confirmation that this Note
is being converted ("Notice of Conversion") in the form annexed hereto as
Exhibit A. The date of receipt (including receipt by telecopy) of such
Notice of Conversion shall be the Conversion Date. 

1.          
4.     (a)     The Holder of this Note
has the option, upon the issu ance date of the stock, to convert all or any
amount of the principal face amount of this Note then outstanding into shares of
the Company's common stock (the "Common Stock") at a price
("Conversion Price") for each share of Common Stock equal to the lesser
of $0.005 or 50% discount of the lowest
trading price of the
Common Stock as reported on the National Quotations Bureau OTC Markets exchange
which the Company’s shares are traded or any exchange upon which the Common
Stock may be traded in the future ("Ex change"), for the (i)
twenty prior trading days, including the day
upon which a Notice of Conversion is received by the Company (provided such
Notice of Conversion is delivered by fax or other electronic method of
communication to the Company after 4 P.M. Eastern Standard or Daylight Savings
Time if the Holder wishes to include the same day closing price), or (ii) the
twenty prior trading days immediately preceding the
issuance date of this Note. The Notice of Conversion may be rescinded if the
shares have not been delivered within 3 business days. The Company shall deliver
the shares of Common Stock to the Holder within 3 business days of receipt by
the Company of the Notice of Conversion. The Holder shall surrender this Note to
the Company upon receipt of the shares of Common Stock, executed by the Holder.
This will make clear the Holder's intention to convert this Note or a specified
portion hereof, and accompanied by proper assignment hereof in blank. Accrued
but unpaid interest shall be subject to conversion. The number of issuable
shares will be rounded to the nearest whole share, and no fractional shares or
scrip repre senting fractions of shares will be issued on conversion. To the
extent the Conversion Price of the Company’s Common Stock closes below the par
value per share, the Company will take all steps necessary to solicit the
consent of the stockholders to reduce the par value to the lowest value possible
under law. The Company agrees to honor all conver sions submitted pending this
increase. In the event
the Company experiences
a DTC “Chill” on its shares, the conversion price discount shall be increased to 60% while that “Chill” is in effect. Notwithstanding anything to the contrary contained in
the Note (except as set forth below in this Section), the Note shall not be
convertible by Investor, and Company shall not effect any conversion of the Note
or otherwise issue any shares of Common Stock to the extent (but only to the
extent) that Investor together with any of its affiliates would beneficially own
in excess of 9.99% (the “ Maximum Percentage”) of the
Common Stock outstanding. To the extent the foregoing limitation applies, the
determination of whether a Note shall be convertible (visàvis other convertible,
exercisable or exchangeable secu rities owned by Investor or any of its
affiliates) and of which such securities shall be con vertible, exercisable or
exchangeable (as among all such securities owned by Investor and its affiliates)
shall, subject to such Maximum Percentage limitation, be determined on the basis
of the first submission to Company for conversion, exercise or exchange (as the
case may be). No prior inability to convert a Note, or to issue shares of Common
Stock, pursu ant to this Section shall have any effect on the applicability of
the provisions of this Section with respect to any subsequent determination of
convertibility. For purposes of this Sec tion, beneficial ownership and all
determinations and calculations (including, without lim itation, with respect to
calculations of percentage ownership) shall be determined in ac cordance with
Section 13(e) of the 1934 Act (as defined below) and the rules and regula tions
promulgated thereunder. The provisions of this Section shall be implemented in a
manner otherwise than in strict conformity with the terms of this Section to
correct this Section (or any portion hereof) which may be defective or
inconsistent with the intended Maximum Percentage beneficial ownership
limitation herein contained or to make chang es or supplements necessary or
desirable to properly give effect to such Maximum Per centage limitation. The
limitations contained in this Section shall apply to a successor holder of this
Note and shall be unconditional, irrevocable and nonwaivable. For any rea son at
any time, upon the written or oral request of Investor, Company shall within one
(1) business day confirm orally and in writing to Investor the number of shares
of Com mon Stock then outstanding, including by virtue of any prior conversion
or exercise of convertible or exercisable securities into Common Stock,
including, without limitation, pursuant to this Note. During the first six
months, this Note is in effect, the Investor may not convert this Note pursuant
to this paragraph. The conversion discount and lookback period will be adjusted
downward (i.e. for the benefit of the Holder) if the Company offers a more
favorable conversion discount (whether via interest rate, OID, lower ceiling
price or otherwise) or lookback period to another party while this note is in
effect and the Holder will also get the benefit of any other term (for a example
a higher prepay) granted to any third party while this Note is in effect. 




(b)     Interest on any unpaid principal
balance of this Note shall be paid at the rate of 10% per annum. Interest shall
be paid, by the Company, in Common Stock ("Interest Shares"). Holder may send in
a Notice of Conversion to the Company for Interest Shares based on the formula
provided in Section 4(a) above. The dollar amount converted into Interest Shares
shall be all or a portion of the accrued interest calculated on the unpaid
principal balance of this Note to the date of such notice. 

(c)     This Note may not be prepaid. 






(d)     Upon (i) a transfer of all or
substantially all of the assets of the Company to any person in a single
transaction or series of related transactions, (ii) a re classification, capital
reorganization or other change or exchange of outstanding shares of the Common
Stock, other than a forward or reverse stock split or stock dividend, or (iii)
any consolidation or merger of the Company with or into another person or entity
in which the Company is not the surviving entity (other than a merger which is
effected solely to change the jurisdiction of incorporation of the Company and
results in a reclassification, conversion or exchange of outstanding shares of
Common Stock solely into shares of Com mon Stock) (each of items (i), (ii) and
(iii) being referred to as a "Sale Event"), then, in each case, the Company
shall, upon request of the Holder, redeem this Note in cash for 150% of the
principal amount, plus accrued but unpaid interest through the date of
redemption, or at the election of the Holder, such Holder may convert the unpaid
principal amount of this Note (together with the amount of accrued but unpaid
interest) into shares of Common Stock immediately prior to such Sale Event at
the Conversion Price. 

(e)     In case of any Sale Event (not to
include a sale of all or substan tially all of the Company’s assets) in
connection with which this Note is not redeemed or converted, the Company shall
cause effective provision to be made so that the Holder of this Note shall have
the right thereafter, by converting this Note, to purchase or convert this Note
into the kind and number of shares of stock or other securities or property (in
cluding cash) receivable upon such reclassification, capital reorganization or
other change, consolidation or merger by a holder of the number of shares of
Common Stock that could have been purchased upon exercise of the Note and at the
same Conversion Price, as de fined in this Note, immediately prior to such Sale
Event. The foregoing provisions shall sim ilarly apply to successive Sale
Events. If the consideration received by the holders of Com mon Stock is other
than cash, the value shall be as determined by the Board of Directors of the
Company or successor person or entity acting in good faith. 

5.     No provision of this Note shall
alter or impair the obligation of the Company, which is absolute and
unconditional, to pay the principal of, and interest on, this Note at the time,
place, and rate, and in the form, herein prescribed. 

6.     The Company hereby expressly waives
demand and presentment for payment, notice of nonpayment, protest, notice of
protest, notice of dishonor, notice of ac celeration or intent to accelerate,
and diligence in taking any action to collect amounts called for hereunder and
shall be directly and primarily liable for the payment of all sums owing and to
be owing hereto. 

7.     The Company agrees to pay all costs
and expenses, including reasona ble attorneys' fees and expenses, which may be
incurred by the Holder in collecting any amount due under this Note. 

8.     While this Note is outstanding and
to the extent the Company grants any other party more favorable investment terms
(whether via interest rate, original issue discount, conversion discount or lookback period), the terms of
the Note shall automati cally adjust to match those more favorable terms. 




9.     If one or more of the following
described "Events of Default" shall oc cur: 

(a)     The Company shall default in the
payment of principal or in terest on this Note or any other note issued to the
Holder by the Company; or 

(b)     Any of the representations or
warranties made by the Compa ny herein or in any certificate or financial or
other written statements heretofore or hereaf ter furnished by or on behalf of
the Company in connection with the execution and delivery of this Note, or the
Securities Purchase Agreement under which this note was issued shall be false or
misleading in any respect; or 

(c)     The Company shall fail to perform
or observe, in any respect, any covenant, term, provision, condition, agreement
or obligation of the Company under this Note or any other note issued to the
Holder; or 

(d)     The Company shall (1) become
insolvent; (2) admit in writing its inability to pay its debts generally as they
mature; (3) make an assignment for the bene fit of creditors or commence
proceedings for its dissolution; (4) apply for or consent to the appointment of
a trustee, liquidator or receiver for its or for a substantial part of its
proper ty or business; (5) file a petition for relief, consent to the filing of
such petition or have filed against it an involuntary petition for bankruptcy
relief, all under federal or state laws as applicable; or 

(e)     A trustee, liquidator or receiver
shall be appointed for the Company or for a substantial part of its property or
business without its consent and shall not be discharged within sixty (60) days
after such appointment; or 

(f)     Any governmental agency or any
court of competent jurisdic tion at the instance of any governmental agency
shall assume custody or control of the whole or any substantial portion of the
properties or assets of the Company; or 

(g)     One or more money judgments, writs
or warrants of attach ment, or similar process, in excess of Ninety One Thousand
One Hundred and Eleven dol lars ($91,111.00) in the aggregate, shall be entered
or filed against the Company or any of its properties or other assets and shall
remain unpaid, unvacated, unbonded or unstayed for a period of fifteen (15) days
or in any event later than five (5) days prior to the date of any proposed sale
thereunder; or 

(h)     The Company shall have defaulted on
or breached any term of any other note of similar debt instrument into which the
Company has entered and failed to cure such default within the appropriate grace period; or 




(i)     The Company shall have its Common
Stock delisted from an exchange (including the OTCBB exchange) or, if the Common
Stock trades on an exchange, then trading in the Common Stock shall be suspended
for more than 10 consecutive days; 

(j)     If a majority of the members of the
Board of Directors of the Company on the date hereof are no longer serving as
members of the Board; 

(k)     The Company shall not deliver to
the Holder the Common Stock pursuant to paragraph 4 herein without restrictive
legend within 3 business days of its receipt of a Notice of Conversion; or 

(l)     The Company shall not replenish the
reserve set forth in Sec tion 13, within 3 business days of the request of the
Holder. If the Company does not re plenish, the request of the Holder then the
conversion discount set forth in Section 4(a) shall be increased from a 50%
conversion discount to a 60% conversion discount; or 

(m)     The Company shall not be “current”
in its filings with the Secu rities and Exchange Commission; or 

(n)     The Company shall lose the “bid”
price for its stock in a market (including the OTC marketplace or other
exchange). 

(o)     The Company is in arrears for more
than 30 days with its Transfer Agent, the conversion discount shall be increased
from 50% to 60%. 

(p)    A default has been declared against the
Company, which has not been cured in any other loan or Note agreement. 

Then, or
  at any time thereafter, unless cured within 5 days, and in each and every such
  case, unless such Event of Default shall have been waived in writing by the
  Holder (which waiver shall not be deemed to be a waiver of any subsequent
  default) at the option of the Holder and in the Holder's sole discretion, the
  Holder may consider this Note immediately due and payable, without presentment,
  demand, protest or (further) notice of any kind (other than notice of
  acceleration), all of which are hereby expressly waived, anything herein or in
  any note or other instruments contained to the contrary notwithstanding, and the
  Holder may immediately, and without expiration of any period of grace, enforce
  any and all of the Holder's rights and remedies provided herein or any other
  rights or remedies afforded by law. Upon an Event of Default, interest shall
  accrue at a default interest rate of 24% per annum or, if such rate is usurious
  or not permitted by current law, then at the highest rate of interest permitted
  by law. In the event of a breach of Section 8(k) the penal ty shall be $250 per
  day the shares are not issued beginning on the 4th day after the
  conver sion notice was delivered to the Company. This penalty shall increase to
  $500 per day be ginning on the 10th day. The penalty for a breach of
  Section 8(n) shall be an increase of the outstanding principal amounts by 20%. In case of a breach of
  Section 8(i), (k), or (l) the outstanding principal due under this Note shall
  increase by 50%. If this Note is not paid at maturity, the outstanding principal
  due under this Note shall increase by 10%. Concord is waiving all defaults that
  would take effect through entering this agreement through Jan 1, 2017. Any
  default, once cured, will be considered a default going forward. 




If the Holder shall commence an action or proceeding to enforce
any provisions of this Note, including, without limitation, engaging an
attorney, then if the Holder prevails in such action, the Holder shall be
reimbursed by the Company for its attorneys’ fees and other costs and expenses
incurred in the investigation, preparation and prosecution of such ac tion or
proceeding. 

At the Holder’s election, if the Company fails for any reason
to deliver to the Holder the conversion shares by the 3rd business day following
the delivery of a Notice of Conversion to the Company and if the Holder incurs a
Failure to Deliver Loss, then at any time the Holder may provide the Company
written notice indicating the amounts payable to the Holder in respect of the
Failure to Deliver Loss and the Company must make the Holder whole as follows:


Failure to Deliver Loss = [(High trade
price at any time on or after the day of exercise) x (Number of conversion
shares)] 

The Company must pay the Failure to Deliver Loss by cash
payment, and any such cash payment must be made by the third business day from
the time of the Holder’s written no tice to the Company. 

10.     In case any provision of this Note
is held by a court of competent ju risdiction to be excessive in scope or
otherwise invalid or unenforceable, such provision shall be adjusted rather than
voided, if possible, so that it is enforceable to the maximum extent possible,
and the validity and enforceability of the remaining provisions of this Note
will not in any way be affected or impaired thereby. 

11.     Neither this Note nor any term
hereof may be amended, waived, dis charged or terminated other than by a written
instrument signed by the Company and the Holder. 

12.     The Company represents that it is
not a “shell” issuer and has never been a “shell” issuer or that if it
previously has been a “shell” issuer that at least 12 months have passed since
the Company has reported form 10 type information indicating it is no longer a
“shell issuer. Further. The Company will instruct its counsel to either (i)
write a 144 3(a)(9) opinion to allow for salability of the conversion shares or
(ii) accept such opinion from Holder’s counsel. 

13.     The Company shall reserve
90,000,000 shares of Common Stock for conversions under this Note (the “Share
Reserve”). The investor shall have the right to periodically request that the number of Reserved Shares be
increased so that the number of Reserved Shares at least equals 400% of
the number of shares of Company common stock issuable upon conversion of the
Note. The Company shall pay all costs associated with issu ing and delivering
the shares. At all times, the reserve shall be maintained with the Trans fer
Agent at four times the amount of shares required if the Note would be fully
converted. If the Company defaults on these terms, the conversion discount will
increase to 60%. 




14.     The Company will give the Holder
direct notice of any corporate ac tions, including but not limited to name
changes, stock splits, recapitalizations etc. This no tice shall be given to the
Holder as soon as possible under law. 

15.     This Note shall be governed by and
construed in accordance with the laws of New York applicable to contracts made
and wholly to be performed within the State of New York and shall be binding
upon the successors and assigns of each party hereto. The Holder and the Company
hereby mutually waive trial by jury and consent to exclusive jurisdiction and
venue in the courts of the State of New York. This Agreement may be exe cuted in
counterparts, and the facsimile transmission of an executed counterpart to this
Agreement shall be effective as an original. 

IN WITNESS WHEREOF, the Company has caused this Note to be duly
executed by an of ficer thereunto duly authorized. 

Dated: December 29, 2016 

LITHIUM EXPLORATION GROUP, INC. 

	 	 	
	 	 
	 	By: 
	 		Title: CEO







EXHIBIT A 





NOTICE OF CONVERSION 

(To be Executed by the Registered Holder in order to Convert the
Note) 

The undersigned hereby irrevocably elects to convert
$___________of the above Note into _________Shares of Common Stock of Lithium
Exploration Group, Inc. (“Shares”) according to the conditions set forth in such
Note, as of the date written below. 

If Shares are to be issued in the name of a person other than
the undersigned, the undersigned will pay all transfer and other taxes and
charges payable with respect thereto. 

Date of Conversion:
________________________________________________________________________________________________________
Applicable
Conversion Price:
_________________________________________________________________________________________________
Signature:
________________________________________________________________________________________________________________
                                                                                        
       [Print Name of Holder and Title of Signer]


Address:
_________________________________________________________________________________________________________________
             
__________________________________________________________________________________________________________________



SSN or EIN: ________________________
Shares are to be
registered in the following name:
____________________________________________________________________________________________

Name:
___________________________________________________________________________________________________________________
Address:
_________________________________________________________________________________________________________________
Tel:
________________________________________________________
Fax:
________________________________________________________
SSN or EIN:
_________________________________________________

Shares are to be sent or delivered to the following
account: 

Account Name:
________________________________________________
Address:
_________________________________________________________________________________________________________________