Lithium Exploration Group, Inc.: Exhibit 10.97 - Filed by newsfilecorp.com






PURCHASE AGREEMENT 

THIS
PURCHASE AGREEMENT, dated as of April 4, 2017, is entered into by and among
Lithium Exploration Group, Inc., a Nevada corporation (the "Company"), and JDF
Capital Inc. (the "Purchaser"). 

WITNESSETH: 

WHEREAS,
the Company and the Purchaser are executing and delivering this Agreement in
accordance with and in reliance upon the exemption from securities registration
for offers and sales to accredited investors afforded, inter alia,
by Rule 506 under Regulation D ("Regulation D") as promulgated by the United
States Securities and Exchange Commission (the "SEC") under the Securities Act
of l 933, as amended (the "1933 Act"), and/or Section 4(2) of the 1933 Act; and


WHEREAS,
the Purchaser wishes to purchase a 10% Original Issue Discount (“OID)
Convertible Promissory Note of the Company (the "Note"), in the original
principala mount of $141,627.20, subject to and upon the terms and conditions of
this Agreement and acceptance of this Agreement by the Company, on the terms and
conditions referred to herein. 

NOW
THEREFORE, in consideration of the premises and the mutual covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows: 

1.      AGREEMENT
TO PURCHASE; PURCHASE PRICE. 

a.      Purchase.


(i)      Subject
to the terms and conditions of this Agreement and the other Transaction
Documents, the Purchaser hereby agrees to purchase a Note in the aggregate
amount of $128,752.00 (the "Purchase Amount"), which Note shall be funded on the
Closing Date as described therein. 

$123,800.00
of the Note shall be funded directly to the company ($128,752.00 minus $4,952.00
document prep fees) and issued by April 4, 2017 (the “Closing Date”) 

(ii)      The
Note referred to herein shall be in the form of Annex I annexed hereto.


(iii)     The
purchase of the Note by the Purchaser and the other transactions contemplated
hereby are sometimes referred to herein and in the other Transaction Documents
as the purchase and sale of the Securities (as defined below), and are referred
to collectively as the "Transactions". 

(iv)    The
Purchaser shall deliver the Purchase Amount to counsel for the Company, which
Purchase Amount shall be held in trust until authorized for release to the
Company by written instruction of the Purchaser. The Purchase Amount shall be
promptly returned to the Purchaser if not authorized for release by the
Purchaser by the Closing Date. 

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b.      Certain
  Definitions. As used herein, each of the following terms has the
meaning set forth below, unless the context otherwise requires: 

"Affiliate"
means, with respect to a specific Person referred to in the relevant provision,
another Person who or which controls or is controlled by or is under common
control with such specified Person. 

"Certificate"
means the original signed Note duly executed by the Company. 

"Closing
Date" means the date of the closing of the issuance of Note. 

"Common
Stock Equivalents" means any securities of the Company or the Subsidiaries which
would entitle the holder thereof to acquire at any time Common Stock, including
without limitation, any debt, preferred stock, rights, options, warrants or
other instrument that is at any time convertible into or exchangeable for, or
otherwise entitles the holder thereof to receive, Common Stock. 

"Company
Control Person" means each director, executive officer, promoter, and such other
Persons as may be deemed in control of the Company pursuant to Rule 405 under
the 1933 Act or Section 20 of the 1934 Act (as defined below). 

"Conversion
Shares" means shares of Common Stock underlying and issuable upon conversions of
the Note funded herein and to be funded pursuant to the second tranche in
Section 1a.(v). 

"Exchange
Act" means the Securities Exchange Act of 1934, as amended. 

"Holder"
means the Person holding the relevant Securities at the relevant time. 

"Last
Audited Date" means December 31 , 2014. 

"Purchaser
Control Person" means each director, executive officer, promoter, and such other
Persons as may be deemed in control of the Purchaser pursuant to Rule 405 under
the 1933 Act or Section 20 of the 1934 Act. 

"Material
Adverse Effect" means an event or combination of events, which individually or
in the aggregate, would reasonably be expected to (w) adversely affect the
legality, validity or enforceability of the Securities or any of the Transaction
Documents, (x) have or result in a material adverse effect on the results of
operations, assets, prospects, or condition (financial or otherwise) of the
Company and its subsidiaries, taken as a whole, (y) adversely impair the
Company's ability to perform fully on a timely basis its obligations under any
of the Transaction Documents or the transactions contemplated thereby, or (z)
materially and adversely affect the value of the rights granted to the Purchaser
in the Transaction Documents. 

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"Person"
means any living person or any entity, such as, but not necessarily limited to,
a corporation, partnership or trust. 

"Principal
Trading Market" means the Over the Counter Bulletin Board or such other market
on which the Common Stock is principally traded at the relevant time. 

"Securities"
means the Note, the Conversion Shares, the Warrants and the Warrant Shares, and
any shares of common stock of the Company that may be issued to the Purchaser in
connection with any other agreements between the parties. 

"Shares"
means the shares of representing any or all of the Conversion Shares. 

"State
of Incorporation" means Nevada. 

"Subsidiary"
means any subsidiary of the Company. 

"Trading
Day" means any day during which the Principal Trading Market shall be open for
business. 

"Transfer
Agent" means, at any time, the transfer agent for the Company's Common Stock.


"Transaction
Documents" means this Purchase Agreement and the Note, and includes all
ancillary documents referred to in those agreements. 

c.      Form
of Payment; Delivery of Certificates. 

(i)      The
Purchaser shall pay the Purchase Amount payable under the Note by delivering
immediately available good funds in United States Dollars to the Company on the
applicable Closing Date. 

(ii)     On
the applicable Closing Date, the Company shall deliver the Note duly executed on
behalf of the Company to the Purchaser. 

(iii)    By
signing this Agreement, each of the Purchaser and the Company agrees to all of
the terms and conditions of the Transaction Documents, all of the provisions of
which are incorporated herein by this reference as if set forth in full. 

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2.      PURCHASER
REPRESENTATIONS, ETC.; ACCESS TO INFORMATION; INDEPENDENT
INVESTIGATION. 

The
Purchaser represents and warrants to, and covenants and agrees with, the Company
as follows: 

a.      Without
limiting Purchaser's right to sell the Securities pursuant to an effective
registration statement or otherwise in compliance with the 1933 Act, the
Purchaser is purchasing the Securities for its own account for investment only
and not with a view towards the public sale or distribution thereof and not with
a view to or for sale in connection with any distribution thereof. 

b.      The
Purchaser is (i) an "accredited investor" as that term is defined in Rule 501 of
the General Rules and Regulations under the 1933 Act by reason of Rule
501(a)(3), (ii) experienced in making investments of the kind described in this
Agreement and the related documents, (iii) able, by reason of the business and
financial experience of its officers (if an entity) and professional advisors
(who are not affiliated with or compensated in any way by the Company or any of
its Affiliates or selling agents), to protect its own interests in connection
with the transactions described in this Agreement, and the related documents,
and to evaluate the merits and risks of an investment in the Securities, and
(iv) able to afford the entire loss of its investment in the Securities. 

c.      All
subsequent offers and sales of the Securities by the Purchaser shall be made
pursuant to registration of the relevant Securities under the 1933 Act or
pursuant to an exemption from registration. 

d.      The
Purchaser understands that the Securities are being offered and sold to it in
reliance on specific exemptions from the registration requirements of the 1933
Act and state securities laws and that the Company is relying upon the truth and
accuracy of, and the Purchaser's compliance with, the representations,
warranties, agreements, acknowledgments and understandings of the Purchaser set
forth herein in order to determine the availability of such exemptions and the
eligibility of the Purchaser to acquire the Securities. 

e.      The
Purchaser and its advisors, if any, have been furnished with or have been given
access to all materials relating to the business, finances and operations of the
Company and materials relating to the offer and sale of the Securities which
have been req uested by the Purchaser, including those set forth on i n any
annex attached hereto. The Purchaser and its advisors, if any, have been
afforded the opportunity to ask questions of the Company and its management and
have received complete and satisfactory answers to any such inquiries. Without
limiting the generality of the foregoing, the Purchaser has also had the
opportunity to obtain and to review the Company's filings on EDGAR
(collectively, the "Company's SEC Documents"). 

f.      The
Purchaser understands that its investment in the Securities involves a high
degree of risk. 

g.      The
Purchaser hereby represents that, in connection with its purchase of the Securities, it has not relied on any statement or
representation by the Company or any of its officers, directors and employees or
any of their respective attorneys or agents, except as specifically set forth
herein. 

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h.      The
  Purchaser understands that no United States federal or state agency or any other
  government or governmental agency has passed on or made any recommendation or
endorsement of the Securities. 

i.      This
Agreement and the other Transaction Documents to which the Purchaser is a party,
and the transactions contemplated thereby, have been duly and validly
authorized, executed and delivered on behalf of the Purchaser and are valid and
binding agreements of the Purchaser enforceable in accordance with their
respective terms, subject as to enforceability to general principles of equity
and to bankruptcy, insolvency, moratorium and other similar laws affecting the
enforcement of creditors' rights generally. 

3.      COMPANY
REPRESENTATIONS, ETC. The Company represents and warrants to the
Purchaser as of the date hereof and as of the Closing Date. 

a.      Rights
of Others Affecting the Transactions. There are no preemptive rights of
any shareholder of the Company, as such, to acquire the Note, or any shares of
the Company's common stock that may be issued to the Purchaser in connection
with any other agreements between the parties, in the event such shares are
issued. No party other than a Purchaser has a currently exercisable right of
first refusal which would be applicable to any or all of the transactions
contemplated by the Transaction Documents. 

b.      Status.
The Company is a corporation duly organized, validly existing and in
good standing under the laws of the State of Incorporation and has the requisite
corporate power to own its properties and to carry on its business as now being
conducted. The Company is duly qualified as a foreign corporation to do business
and is in good standing in each jurisdiction where the nature of the business
conducted or property owned by it makes such qualification necessary, other than
those jurisdictions in which the failure to so qualify would not have or result
in a Material Adverse Effect. The Company has registered its stock and is
obligated to file reports pursuant to Section 12 or Section 15(d) of the Securities Exchange Act of
1934, as amended (the "1934 Act"). The Common Stock is, or immediately following
the Closing Date will be, quoted on the Principal Trading Market. The Company
has received no notice, either oral or written, with respect to the continued
eligibility of the Common Stock for such quotation on the Principal Trading
Market, and the Company has maintained all req uirements on its part for the
continuation of such quotation. 

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c.      Authorized
Shares. 

(i)      The
authorized capital stock of the Company consists of 1 0 , 0 00,000,000 shares of
Common Stock, $0.001 par value. 

(ii)     The
Company has sufficient authorized and unissued shares of Common Stock as may be
necessary to effect the issuance of the Shares on the Closing Date. 

(iii)     As
of the Closing Date, the Shares shall have been duly authorized by all necessary
corporate action on the part of the Company, and, when issued pursuant to the
relevant provisions of the Transaction Documents, in each case in accordance
with their respective terms, will be duly and validly issued, fully paid and
non-assessable and will not subject the Holder thereof to personal liability by
reason of being such Holder. 

d.      Transaction
Documents and Stock. This Agreement and each of the other Transaction
Documents, and the transactions contemplated thereby, have been duly and validly
authorized by the Company, this Agreement has been duly executed and delivered
by the Company and this Agreement is, and the Note and each of the other
Transaction Documents, when executed and delivered by the Company, will be,
valid and binding agreements of the Company enforceable in accordance with their
respective terms, subject as to enforceability to general principles of equity
and to bankruptcy, insolvency, moratorium, and other similar laws affecting the
enforcement of creditors' rights generally. 

e.      Non-contravention.
The execution and delivery of this Agreement and each of the other
Transaction Documents by the Company, the issuance of the Securities, and the
consummation by the Company of the other transactions contemplated by this
Agreement, each of the Notes and the other Transaction Documents do not and will
not conflict with or result in a breach by the Company of any of the terms or
provisions of, or constitute a default under (i) the certificate of
incorporation or by-laws of the Company, each as currently in effect, (ii) any
indenture, mortgage, deed of trust, or other material agreement or instrument to
which the Company is a party or by which it or any of its properties or assets
are bound, including any listing agreement for the Common Stock except as herein
set forth, or (ii i) to its knowledge, any existing applicable law, rule, or
regulation or any applicable decree, judgment, or order of any court, United
States federal or state regulatory body, administrative agency, or other
governmental body having jurisdiction over the Company or any of its properties
or assets, except such conflict, breach or default which would not have or
result in a Material Adverse Effect. 

f.      Approvals.
No authorization, approval or consent of any court, governmental body,
regulatory agency, self-regulatory organization, or stock exchange or market or
the shareholders of the Company is required to be obtained by
the Company for the issuance and sale of the Securities to the Purchaser as
contemplated by this Agreement, except such authorizations, approvals and
consents that have been obtained. 

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g.      Filings.
  None of the Company's SEC Documents contained, at the time they were
  filed, any untrue statement of a material fact or omitted to state any material
  fact required to be stated therein or necessary to make the statements made
  therein in light of the circumstances u nder which they were made, not
misleading. 

h.      Absence
of Certain Changes. Since the Last Audited Date, there has been no
material adverse change and no Material Adverse Effect, except as disclosed in
the Company's SEC Documents. Since the Last Audited Date, except as provided in
the Company's SEC Documents, the Company has not (i) incurred or become subject
to any material liabilities (absolute or contingent) except liabilities incurred
in the ordinary course of business consistent with past practices; (ii)
discharged or satisfied any material lien or encumbrance or paid any material
obligation or liability (absolute or contingent), other than current liabilities
paid in the ordinary course of business consistent with past practices; (iii)
declared or made any payment or distribution of cash or other property to
shareholders with respect to its capital stock, or purchased or redeemed, or
made any agreements to purchase or redeem, any shares of its capital stock; (iv)
sold, assigned or transferred any other tangible assets, or canceled any debts
owed to the Company by any third party or claims of the Company against any
third party, except in the ordinary course of business consistent with past
practices; (v) waived any rights of material value, whether or not in the
ordinary course of business, or suffered the loss of any material amount of
existing business; (vi) made any increases in employee compensation, except in
the ordinary course of business consistent with past practices; or experienced
any material problems with labor or management in connection with the terms and
conditions of their employment. 

i.      Full
Disclosure. To the best of the Company's knowledge, there is no fact
known to the Company (other than general economic conditions known to the public
generally or as disclosed in the Company's SEC Documents) that has not been
disclosed in writing to the Purchaser that would reasonably be expected to have
or result in a Material Adverse Effect. 

j.      Absence
of Litigation. Except as disclosed in the SEC Reports, there is no
action, suit, proceeding, inquiry or investigation before or by any court,
public board or body pending or, to the knowledge of the Company, threatened
against or affecting the Company before or by any governmental authority or
nongovernmental department, commission, board, bureau, agency or instrumentality
or any other person, wherein an unfavorable decision, ruling or finding would
have a Material Adverse Effect or which would adversely affect the validity or
enforceability of, or the authority or ability of the Company to perform its
obligations under, any of the Transaction Documents. The Company is not aware of
any valid basis for any such claim that (either individually or in the aggregate
with all other such events and circumstances) could reasonably be expected to
have a Material Adverse Effect. There are no outstanding or unsatisfied
judgments, orders, decrees, writs, injunctions or stipulations to which the
Company is a party or by which it or any of its properties is bound, that
involve the transaction contemplated herein or that, alone or i n the aggregate,
could reasonably be expect to have a Material Adverse Effect. 

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k.      Absence
of Events of Default. Except as set forth in Section 3(e) and 3(g)
hereof, (i) neither the Company nor any of its subsidiaries is in default in the
performance or observance of any material obligation, agreement, covenant or
condition contained in any material indenture, mortgage, deed of trust or other
material agreement to which it is a party or by which its property is bound, and
(ii) no Event of Default (or its equivalent term), as defined in the respective
agreement to which the Company or its subsidiary is a party, and no event which,
with the giving of notice or the passage of time or both, would become an Event
of Default (or its equivalent term) (as so defined in such agreement), has
occurred and is continuing, which would have a Material Adverse Effect. 

I.      No
Undisclosed Liabilities or Events. To the best of the Company's
knowledge, the Company has no liabilities or obligations other than those
disclosed in the Transaction Documents or the Company's SEC Documents or those
incurred in the ordinary course of the Company's business since the Last Audited
Date, or which individually or in the aggregate, do not or would not have a
Material Adverse Effect. No event or circumstances has occurred or exists with
respect to the Company or its properties, business, operations, condition
(financial or otherwise), or results of operations, which, under applicable law,
rule or regulation, requires public disclosure or announcement prior to the date
hereof by the Company but which has not been so publicly announced or disclosed.
There are no proposals currently under consideration or currently anticipated to
be under consideration by the Board of Directors or the executive officers of
the Company which proposal would (x) change the articles or certificate of
incorporation or other charter document or by-laws of the Company, each as
currently in effect, with or without shareholder approval, which change would
reduce or otherwise adversely affect the rights and powers of the shareholders
of the Common Stock or (y) materially or substantially change the business,
assets or capital of the Company, including its interests in subsidiaries. 

m.      No
Integrated Offering. Neither the Company nor any of its Affiliates nor
any Person acting on its or their behalf has, directly or indirectly, at any
time since D e c e m b e r 3 1 , 2 0 0 7 , made any offer or sales of any
security or solicited any offers to buy any security under circumstances that
would eliminate the availability of the exemption from registration under
Regulation D in connection with the offer and sale of the Securities as
contemplated hereby. 

n.      Dilution.
Any shares of the Company's common stock issued to the Purchaser in
connection with any agreements between the parties hereto, in the event such
shares are issued may have a dilutive effect on the ownership interests of the
other shareholders (and Persons having the right to become shareholders) of the
Company. The Company's executive officers and directors have studied and fully
understand the nature of the Securities being sold hereby and recognize that
they have such a potential dilutive effect. The board of directors of the
Company has concluded, in its good faith business judgment that such issuance is
in the best interests of the Company. 

o.      Confirmation.
The Company confirms that all statements of the Company contained
herein shall survive acceptance of this Agreement by the Purchaser. The Company
agrees that, if any events occur or circumstances exist prior to the Closing
Date or the release of the Purchase Amount to the Company which would make any
of the Company's representations, warranties, agreements or other information
set forth herein materially untrue or materially inaccurate as of such date, the
Company shall immediately notify the Purchaser (directly or through its counsel,
if any) in writing prior to such date of such fact, specifying which
representation, warranty or covenant is affected and the reasons therefor. 




p.      Authorization;
  Enforcement. The Company has the requisite corporate power and
  authority to enter into and to consummate the transactions contemplated by each
  of the Transaction Documents and otherwise to carry out its obligations
  thereunder. The execution and delivery of each of the Transaction Documents by
  the Company and the consummation by it of the transactions contemplated thereby
  have been duly authorized by all necessary action on the part of the Company and
  no further action is required by the Company in connection therewith. Each
  Transaction Agreement has been (or upon delivery will have been) duly executed
  by the Company and, when delivered in accordance with the terms hereof, will
  constitute the valid and binding obligation of the Company enforceable against
  the Company i n accordance with its terms except (i) as li mited by applicable
  bankruptcy, insolvency, reorganization, moratorium and other laws of general
  application affecting enforcement of creditors' rights generally and (ii) as
  limited by laws relating to the availability of specific performance, injunctive
relief or other equitable remedies. 

q.      SEC
Reports; Financial Statements. Other than as previously disclosed to
the Purchaser, the Company has filed all reports required to be filed by it
under the Exchange Act, including pursuant to Section l 3(a) or 15(d) thereof,
for the two years preceding the date hereof (or such shorter period as the
Company was required by law to file such material) (the foregoing materials,
including the exhibits thereto, being collectively referred to herein as the
"SEC Reports") on a timely basis or has received a valid extension of such time
of filing and has filed any such SEC Reports prior to the expiration of any such
extension. As of their respective dates, the SEC Reports complied in all
material respects with the requirements of the Exchange Act and the rules and
regulations of the Commission promulgated thereunder, and none of the SEC
Reports, when filed, contained any untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary in
order to make the statements therein, in light of the circumstances under which
they were made, not misleading. The financial statements of the Company comply
in all material respects with applicable accounting requirements and the rules
and regulations of the Commission with respect thereto as in effect at the time
of filing. Such financial statements have been prepared in accordance with
United States generally accepted accounting principles applied on a consistent
basis during the periods involved ("GAAP"), except as may be otherwise specified
in such financial statements or the notes thereto and except that unaudited
financial statements may not contain all footnotes required by GAAP, and fairly
present in all material respects the financial position of the Company and its
consolidated subsidiaries as of and for the dates thereof and the results of
operations and cash flows for the periods then ended, subject, in the case of
unaudited statements, to normal, immaterial, year-end audit adjustments. 

r.      Sarbanes-Oxley;
Internal Accounting Controls. Except as disclosed in the SEC Reports,
the Company is in material compliance with all provisions of the Sarbanes-Oxley
Act of 2002 which are applicable to it as of the Closing Date. The Company and
the Subsidiaries maintain a system of internal accounting controls sufficient to
provide reasonable assurance that (i) transactions are executed in accordance
with management's general or specific authorizations, (ii) transactions are
recorded as necessary to permit preparation of financial statements in
conformity with GAAP and to maintain asset accountability, (iii) access to
assets is permitted only in accordance with management's general or specific
authorization, and (iv) the recorded accountability for assets is compared with
the existing assets at reasonable intervals and appropriate action is taken with
respect to any differences. The Company has established disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such
disclosure controls and procedures to ensure that material information relating
to the Company, including its Subsidiaries, is made known to the certifying
officers by others within those entities, particularly during the period in
which the Company's most recently filed periodic report under the Exchange Act,
as the case may be, is being prepared. The Company's certifying officers have
evaluated the effectiveness of the Company's controls and procedures as of the
date prior to the filing date of the most recently filed periodic report under
the Exchange Act (such date, the "Evaluation Date"). The Company presented in
its most recently filed periodic report under the Exchange Act the conclusions
of the certifying officers about the effectiveness of the disclosure controls
and procedures based on their evaluations as of the Evaluation Date. Since the
Evaluation Date, there have been no significant changes in the Company's
internal controls (as such term is defined in Item 307(b) of Regulation S-K u
nder the Exchange Act) or, to the Company's knowledge, in other factors that
could significantly affect the Company's internal controls. 




s.      Tax
  Status. Except for matters that would not, individually or in the aggregate,
  have or reasonably be expected to result in a Material Adverse Effect, the
  Company and each Subsidiary has filed all necessary federal, state and foreign
  income and franchise tax returns and has paid or accrued all taxes shown as due
  thereon, and the Company has no knowledge of a tax deficiency which has been
  asserted or threatened against the Company or any Subsidiary, has no knowledge
  of a tax deficiency which has been asserted
orthreatenedagainsttheCompanyoranySubsidiary. 

t.      No
Disagreements with Accountants and Lawyers. There are no disagreements
of any kind presently existing, or reasonably anticipated by the Company to
arise, between the accountants and lawyers formerly or presently employed by the
Company and the Company is current with respect to any fees owed to its
accountants and lawyers. By making this representation the Company does not, in
any manner, waive the attorney/client privilege or the confidentiality of the
communications between the Company and its lawyers. 

4.      CERTAIN
COVENANTS AND ACKNOWLEDGMENTS. 

a.      Transfer
Restrictions. The Purchaser acknowledges that (I ) the Securities have
not been and are not being registered under the provisions of the 1933 Act and,
the Shares have not been and are not being registered under the 1933 Act, and
may not be transferred unless (A) subsequently registered thereunder or (B) the
Purchaser shall have delivered to the Company an opinion of counsel, reasonably
satisfactory in form, scope and substance to the Company, to the effect that the
Securities to be sold or transferred may be sold or transferred pursuant to an
exemption from such registration; (2) any sale of the Securities made in
reliance on Rule 144 promulgated under the 1933 Act ("Rule 144") may be made
only in accordance with the terms of said Rule and further, if said Rule is not
applicable, any resale of such Securities under circumstances in which the
seller, or the Person through whom the sale is made, may be deemed to be an
underwriter, as that term is used in the 1933 Act, may req uire compliance with
some other exemption under the 1933 Act or the rules and regulations of the SEC
thereunder; and (3) neither the Company nor any other Person is under any
obligation to register the Securities under the 1933 Act or to comply with the
terms and conditions of any exemption thereunder. 

b.      Restrictive
Legend. The Purchaser acknowledges and agrees that the certificates and
other instruments representing any of the Securities shall bear a restrictive
legend in substantially the following form (and a stop-transfer order may be
placed against transfer of any such Securities): 






	
      "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE
      AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE
      REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL OR
      OTHER EVIDENCE ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT
    




c.      Filings.
The Company undertakes and agrees to make all necessary filings in connection
with the sale of the Securities to the Purchaser under any United States laws
and regulations applicable to the Company, or by any domestic securities
exchange or trading market, and to provide a copy thereof to the Purchaser
promptly after such fi ling. 

d.      Reporting
Status. So long as the Purchaser beneficially owns any of the Securities,
the Company shall file all reports required to be filed with the SEC pursuant to
Section 13 or l 5(d) of the 1934 Act, shall take all reasonable action under its
control to ensure that adequate current public information with respect to the
Company, as required in accordance with Rule 144(c)(2) of the 1933 Act, is
publicly available, and shall not terminate its status as an issuer required to
fi le reports under the 1934 Act even if the 1934 Act or the rules and
regulations thereunder would permit such termination. The Company will take all
reasonable action under its control to maintain the continued listing and
quotation and trading of its Common Stock on the Principal Trading Market or a
listing on the NASDAQ/Small Cap or National Markets and, to the extent
applicable to it, will comply in all material respects with the Company's
reporting, filing and other obligations under the by-laws or rules of the
Principal Trading Market and/or the National Association of Securities Dealers,
Inc., as the case may be, applicable to it for so long as the Purchaser
beneficially owns any of the Securities. 

e.      Use
of Proceeds. The Company will use the proceeds received hereunder (excluding
amounts paid by the Company for legal fees in connection with the sale of the
Securities) for working capital. 

f.      Publicity,
Filings, Releases, Etc. Each of the parties agrees that it will not
disseminate any information relating to the Transaction Documents or the
transactions contemplated thereby, including issuing any press releases, holding
any press conferences or other forums, or filing any reports (collectively,
"Publicity"), without giving the other party reasonable advance notice and an
opportunity to comment on the contents thereof. Neither party will include in
any such Publicity any statement or statements or other material to which the
other party reasonably objects, unless i n the reasonable opinion of counsel to
the party proposing such statement, such statement is legally required to be
included. In furtherance of the foregoing, the Company will provide to the
Purchaser drafts of the applicable text of the first filing of a Current Report
on Form 8-K or a Quarterly or Annual Report on Form 10-Q or 10-K intended to be
made with the SEC which refers to the Transaction Documents or the transactions
contemplated thereby as soon as practicable (but at least two (2) Trading Days
before such filing will be made) will not include in such filing any statement
or statements or other material to which the other party reasonably objects,
unless in the reasonable opinion of counsel to the party proposing such
statement, such statement is legally required to be included. Notwithstanding
the foregoing, each of the parties hereby consents to the inclusion of the text
of the Transaction Documents in filings made with the SEC as well as any
descriptive text accompanying or part of such filing which is accurate and
reasonably determined by the Company's counsel to be legally required.
Notwithstanding, but subject to, the foregoing provisions of this Section 4(i),
the Company will, after the Closing Date, promptly file a Current Report on Form
8-K or, if appropriate, a quarterly or annual report on the appropriate form,
referring to the transactions contemplated by the Transaction Documents. 




5.      TRANSFER
AGENT INSTRUCTIONS. 

a.      The
Company warrants that, with respect to the Securities, other than the stop
transfer instructions to give effect to Section 4(a) hereof, it will give its
transfer agent no instructions inconsistent with instructions to issue the
Shares to the Holder as contemplated in the Transaction Documents. Nothing in
this Section shall affect i n any way the Purchaser's obligations and agreement
to comply with all applicable securities laws upon resale of the Securities. If
the Purchaser provides the Company with an opinion of counsel reasonably
satisfactory to the Company that registration of a resale by the Purchaser of
any of the Securities in accordance with clause ( 1)(B) of Section 4(a) of this
Agreement is not required under the 1933 Act, the Company shall (except as
provided in clause (2) of Section 4(a) of this Agreement) permit the transfer or
issue of the Shares represented by one or more certificates for Common Stock
without legend (or where applicable, by electronic registration) in such name
and in such denominations as specified by the Purchaser. 

b.      The
Company will authorize the Transfer Agent to give information relating to the
Company directly to the Holder or the Holder's representatives upon the request
of the Holder or any such representative, to the extent such information relates
to (i) the status of shares of Common Stock issued or claimed to be issued to
the Holder in connection with a Notice of Exercise, or (ii) the aggregate number
of outstanding shares of Common Stock of all shareholders (as a group, and not
individually) as of a current or other specified date. At the request of the
Holder, the Company will provide the Holder with a copy of the authorization so
given to the Transfer Agent. 

6.      CLOSING
DATE. 

a.      The
respective Closing Date shall occur as indicated in Section 1(a)(1) after each
of the conditions contemplated by Sections 7 and 8 hereof shall have either been
satisfied or been waived by the party in whose favor such conditions run. 

b.      The
closing of the Transactions shall occur on the respective Closing Date at the
offices of the Purchaser and shall take place no later than 3:00 P.M., PST, on
such day or such other time as is mutually agreed upon by the Company and the
Purchaser. 

7.      CONDITIONS
TO THE COMPANY'S OBLIGATION TO SELL. 

The
Purchaser understands that the Company's obligation to sell the Note to the
Purchaser pursuant to this Agreement on the Closing Date is conditioned upon:


	 	a. 	
      The execution and delivery of this Agreement by the
      Purchaser; and

	 	 	 
	 	b. 	
      Delivery by the Purchaser to the Company of good funds as
      payment in full of an amount equal to the Purchase Amount in accordance
      with this Agreement;








	 	c. 	
      The accuracy on such Closing Date of the representations
      and warranties of the Purchaser contained in this Agreement, each as if
      made on such date, and the performance by the Purchaser on or before such
      date of all covenants and agreements of the Purchaser by the Purchaser
      required to be performed on or before such date; and

	 	 	 
	 	d. 	
      There shall not be in effect any law, rule or regulation
      prohibiting or restricting the transactions contemplated hereby, or
      requiring any consent or approval which shall not have been
    obtained.







8.      CONDITIONS
TO THE PURCHASER’S OBLIGATION TO PURCHASE 

The
Company understands that the Purchaser's obligation to purchase any Notes and
its acceptance of any shares of the Company's common stock that may be issued in
connection with any agreements between the parties hereto on a Closing Date is
conditioned upon: 

a.      The
execution and delivery of this Agreement and the other Transaction Documents by
the Company; 

b.      Delivery
by the Company to the Purchaser of the Note in accordance with this Agreement or
any other agreements between the parties; 

c.      The
accuracy in all material respects on the Closing Date of the representations and
warranties of the Company contained in this Agreement, each as if made on such
date, and the performance by the Company on or before such date of all covenants
and agreements of the Company req uired to be performed on or before such date;


d.      The
Company must be current with all required Exchange Act filings. 

e.      There
shall not be in effect any law, rule or regulation prohibiting or restricting
the transactions contemplated hereby, or requiring any consent or approval which
shall not have been obtained; and 

f.      From
and after the date hereof to and including the Closing Date, each of the
following conditions will remain in effect: (i) the trading of the Common Stock
shall not have been suspended by the SEC or on the Principal Trading Market;
(ii) trading in securities generally on the Principal Trading Market shall not
have been suspended or limited; (iii ) no minim um prices shall been established
for securities traded on the Principal Trading Market; and (iv) there shall not
have been any Material Adverse Effect in regards to the Company. 

9.      INDEMNIFICATION
AND REIMBURSEMENT. 

a.                 (i)
The Company agrees to indemnify and hold harmless the Purchaser and its
officers, directors, employees, and agents, and each Purchaser Control Person
from and against any losses, claims, damages, liabilities or expenses incurred
(collectively, "Damages"), joint or several, and any action in respect thereof
to which the Purchaser, its partners, Affiliates, officers, directors,
employees, and duly authorized agents, and any such Purchaser Control Person
becomes subject to, resulting from, arising out of or relating to any
misrepresentation, breach of warranty or nonfulfillment of or failure to perform
any covenant or agreement on the part of Company contained in this Agreement, as
such Damages are incurred, except to the extent such Damages result primarily
from Purchaser's failure to perform any covenant or agreement contained in this
Agreement or the Purchaser's or its officer's, director's, employee's, agent's
or Purchaser Control Person's negligence, recklessness or bad faith in
performing its obligations under this Agreement. 

(ii)
The Company hereby agrees that, if the Purchaser, other than by reason of its
negligence, illegal or willful misconduct (in each case, as determined by a non-
appealable judgment to such effect), (x) becomes involved in any capacity in any
action, proceeding or investigation brought by any shareholder of the Company,
in connection with or as a result of the consummation of the transactions
contemplated by this Agreement or the other Transaction Documents, or if the
Purchaser is impleaded in any such action, proceeding or investigation by any
Person, or (y) becomes involved in any capacity in any action, proceeding or
investigation brought by the SEC, any self-regulatory organization or other body
having jurisdiction, against or involving the Company or in connection with or
as a result of the consummation of the transactions contemplated by this Agreement or the other Transaction
Documents, or (z) is impleaded in any such action, proceeding or investigation
by any Person, then in any such case, the Company shall indemnify, defend and
hold harmless the Purchaser from and against and in respect of all losses,
claims, liabilities, damages or expenses resulting from, imposed upon or
incurred by the Purchaser, directly or indirectly, and reimburse such Purchaser
for its reasonable legal and other expenses (including the cost of any
investigation and preparation) incurred in connection therewith, as such
expenses are incurred. The indemnification and reimbursement obligations of the
Company under this paragraph shall be in addition to any liability which the
Company may otherwise have, shall extend upon the same terms and conditions to
any Affiliates of the Purchaser who are actually named in such action,
proceeding or investigation, and partners, directors, agents, employees and
Purchaser Control Persons (if any), as the case may be, of the Purchaser and any
such Affiliate, and shall be binding upon and inure to the benefit of any
successors, assigns, heirs and personal representatives of the Company, the
Purchaser, any such Affiliate and any such Person. The Company also agrees that
neither the Purchaser nor any such Affiliate, partner, director, agent, employee
or Purchaser Control Person shall have any liability to the Company or any
Person asserting claims on behalf of or in right of the Company in connection
with or as a result of the consummation of this Agreement or the other
Transaction Documents, except as may be expressly and specifically provided in
or contemplated by this Agreement. 




b.      All
  claims for indemnification by any Indemnified Party (as defined below) under
this Section shall be asserted and resolved as follows: 

(i)      In
the event any claim or demand in respect of which any Person claiming
indemnification under any provision of this Section (an "Indemnified Party")
might seek indemnity under paragraph (a) of this Section is asserted against or
sought to be collected from such Indemnified Party by a Person other than a
party hereto or an Affiliate thereof (a "Third Party Claim"), the Indemnified
Party shall deliver a written notification, enclosing a copy of all papers
served, if any, and specifying the nature of and basis for such Third Party
Claim and for the Indemnified Party's claim for indemnification that is being
asserted under any provision of this Section against any Person (the
"Indemnifying Party"), together with the amount or, if not then reasonably
ascertainable, the estimated amount, determined in good faith, of such Third
Party Claim (a "Claim Notice") with reasonable promptness to the Indemnifying
Party. If the Indemnified Party fails to provide the Claim Notice with
reasonable promptness after the Indemnified Party receives notice of such Third
Party Claim, the Indemnifying Party shall not be obligated to indemnify the
Indemnified Party with respect to such Third Party Claim to the extent that the
Indemnifying Party's ability to defend has been prejudiced by such failure of
the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party
as soon as practicable within the period ending thirty (30) calendar days
following receipt by the Indemnifying Party of either a Claim Notice or an
Indemnity Notice (as defined below) (the "Dispute Period") whether the
Indemnifying Party disputes its liability or the amount of its liability to the
Indemnified Party under this Section and whether the Indemnifying Party desires,
at its sole cost and expense, to defend the Indemnified Party against such Third
Party Claim. The following provisions shall also apply. 

(ii)      If
the Indemnifying Party notifies the Indemnified Party within the Dispute Period
that the Indemnifying Party desires to defend the Indemnified Party with respect
to the Third Party Claim pursuant to this paragraph (b) of this Section, then
the Indemnifying Party shall have the right to defend, with counsel reasonably
satisfactory to the Indemnified Party, at the sole cost and expense of the
Indemnifying Party, such Third Party Claim by all appropriate proceedings, which
proceedings shall be vigorously and diligently prosecuted by the Indemnifying
Party to a final conclusion or will be settled at the discretion of the
Indemnifying Party (but only with the consent of the Indemnified Party in the
case of any settlement that provides for any relief other than the payment of
monetary damages or that provides for the payment of monetary damages as to
which the Indemnified Party shall not be indemnified in full pursuant to
paragraph (a) of this Section). The Indemnifying Party shall have full control
of such defense and proceedings, including any compromise or settlement thereof; provided, however, that
the Indemnified Party may, at the sole cost and expense of the Indemnified
Party, at any time prior to the Indemnifying Party's delivery of the notice
referred to in the first sentence of this subparagraph (x), file any motion,
answer or other pleadings or take any other action that the Indemnified Party
reasonably believes to be necessary or appropriate protect its interests; and
provided further, that if requested by the Indemnifying Party, the Indemnified
Party will, at the sole cost and expense of the Indemnifying Party, provide
reasonable cooperation to the Indemnifying Party in contesting any Third Party
Claim that the Indemnifying Party elects to contest. The Indemnified Party may
participate in, but not control, any defense or settlement of any Third Party
Claim controlled by the Indemnifying Party pursuant to this subparagraph (x),
and except as provided in the preceding sentence, the Indemnified Party shall
bear its own costs and expenses with respect to such participation.
Notwithstanding the foregoi ng, the Indemnified Party may take over the control
of the defense or settlement of a Third Party Claim at any time if it
irrevocably waives its right to indemnity under paragraph (a) of this Section
with respect to such Third Party Claim. 




(iii)      If
  the Indemnifying Party fails to notify the Indemnified Party within the Dispute
  Period that the Indemnifying Party desires to defend the Third Party Claim
  pursuant to paragraph (b) of this Section, or if the Indemnifying Party gives
  such notice but fails to prosecute vigorously and diligently or settle the Third
  Party Claim, or if the Indemnifying Party fails to give any notice whatsoever
  within the Dispute Period, then the Indemnified Party shall have the right to
  defend, at the sole cost and expense of the Indemnifying Party, the Third Party
  Claim by all appropriate proceedings, which proceedings shall be prosecuted by
  the I ndemnified Party in a reasonable manner and in good faith or will be
  settled at the discretion of the Indemnified Party (with the consent of the
  Indemnifying Party, which consent will not be unreasonably withheld). The
  Indemnified Party will have full control of such defense and proceedings,
  including any compromise or settlement thereof; provided, however, that if
  requested by the Indemnified Party, the Indemnifying Party will, at the sole
  cost and expense of the Indemnifying Party, provide reasonable cooperation to
  the Indemnified Party and its counsel in contesting any Third Party Claim which
  the Indemnified Party is contesting. Notwithstanding the foregoing provisions of
  this subparagraph (y), if the Indemnifying Party has notified the Indemnified
  Party within the Dispute Period that the Indemnifying Party disputes its
  liability or the amount of its liability hereunder to the Indemnified Party with
  respect to such Third Party Claim and if such dispute is resolved in favor of
the Indemnifying Party in the manner provided in subparagraph (z)
below, the Indemnifying Party will not be required to bear the costs and
expenses of the Indemnified Party's defense pursuant to this subparagraph (y) or
of the Indemnifying Party's participation therein at the Indemnified Party's
request, and the Indemnified Party shall reimburse the Indemnifying Party in
full for all reasonable costs and expenses incurred by the Indemnifying Party in
connection with such litigation. The Indemnifying Party may participate in, but
not control, any defense or settlement controlled by the Indemnified Party
pursuant to this subparagraph (y), and the Indemnifying Party shall bear its own
costs and expenses with respect to such participation. 




(iv)      If
  the Indemnifying Party notifies the Indemnified Party that it does not dispute
  its liability or the amount of its liability to the Indemnified Party with
  respect to the Third Party Claim under paragraph (a) of this Section or fails to
  notify the Indemnified Party within the Dispute Period whether the Indemnifying
  Party disputes its liability or the amount of its liability to the Indemnified
  Party with respect to such Third Party Claim, the amount of Damages specified in
  the Claim Notice shall be conclusively deemed a liability of the Indemnifying
  Party under paragraph (a) of this Section and the Indemnifying Party shall pay
  the amount of such Damages to the Indemnified Party on demand. If the
  Indemnifying Party has timely disputed its liability or the amount of its
  liability with respect to such claim, the Indemnifying Party and the Indemnified
  Party shall proceed in good faith to negotiate a resolution of such dispute;
  provided, however, that if the dispute is not resolved within thirty (30) days
  after the Claim Notice, the Indemnifying Party shall be entitled to institute
such legal action as it deems appropriate. 

(v)      In
the event any Indemnified Party should have a claim under paragraph (a) of this
Section against the Indemnifying Party that does not involve a Third Party
Claim, the Indemnified Party shall deliver a written notification of a claim for
indemnity under paragraph (a) of this Section specifying the nature of and basis
for such claim, together with the amount or, if not then reasonably
ascertainable, the estimated amount, determined in good faith, of such claim (an
"Indemnity Notice") with reasonable promptness to the Indemnifying Party. The
failure by any Indemnified Party to give the Indemnity Notice shall not impair
such party's rights hereunder except to the extent that the Indemnifying Party
demonstrates that it has been irreparably prejudiced thereby. If the
Indemnifying Party notifies the Indemnified Party that it does not dispute the
claim or the amount of the claim described in such Indemnity Notice or fails to
notify the Indemnified Party within the Dispute Period whether the Indemnifying
Party disputes the claim or the amount of the claim described in such Indemnity
Notice, the amount of Damages specified in the Indemnity Notice will be
conclusively deemed a liability of the Indemnifying Party under paragraph (a) of
this Section and the Indemnifying Party shall pay the amount of such Damages to
the Indemnified Party on demand. If the Indemnifying Party has timely disputed
its liability or the amount of its l iability with respect to such claim, the
Indemnifying Party and the Indemnified Party shall proceed in good faith to
negotiate a resolution of such dispute; provided, however, that it the dispute
is not resolved within thirty (30) days after the Claim Notice, the I
ndemnifying Party shall be entitled to institute such legal action as it deems
appropriate. 

c.      The
indemnity agreements contained herein shall be in addition to (i) any cause of
action or similar rights of the indemnified party against the indemnifying party
or others, and (ii) any liabilities the indemnifying party may be subject to.





10.      JURY
TRIAL WAIVER. The Company and the Purchaser hereby waive a trial by
jury in any action, proceeding or counterclaim brought by either of the Parties
hereto against the other in respect of any matter arising out or in connection
with the Transaction Documents. 

11.      GOVERNING
LAW: MISCELLANEOUS. 

a.                  (i)
This Agreement shall be governed by and interpreted in accordance with the laws
of the State of Nevada for contracts to be wholly performed in such state and
without giving effect to the principles thereof regarding the conflict of laws.
Each of the parties consents to the exclusive jurisdiction of the federal courts
whose districts encompass any part of the state courts of the State of Nevada as
in connection with any dispute arising under this Agreement or any of the other
Transaction Documents and hereby waives, to the maximum extent permitted by law,
any objection, including any objection based on forum non conveniens, to
the bringing of any such proceeding in such jurisdictions or to any claim that
such venue of the suit, action or proceeding is improper. To the extent
determined by such court, the Company shall reimburse the Purchaser for any
reasonable legal fees and disbursements incurred by the Purchaser in enforcement
of or protection of any of its rights under any of the Transaction Documents.
Nothing in this Section shall affect or limit any right to serve process in any
other manner permitted by law. 

(ii)
The Company and the Purchaser acknowledge and agree that irreparable damage
would occur in the event that any of the provisions of this Agreement or the
other Transaction Documents were not performed in accordance with their specific
terms or were otherwise breached. It is accordingly agreed that the parties
shall be entitled to an injunction or injunctions to prevent or cure breaches of
the provisions of this Agreement and the other Transaction Documents and to
enforce specifically the terms and provisions hereof and thereof, this being in
addition to any other remedy to which any of them may be entitled by law or
equity. 

b.      Failure
of any party to exercise any right or remedy under this Agreement or otherwise,
or delay by a party in exercising such right or remedy, shall not operate as a
waiver thereof. 

c.      This
Agreement shall inure to the benefit of and be binding upon the successors and
assigns of each of the parties hereto. 

d.      All
pronouns and any variations thereof refer to the masculine, feminine or neuter,
singular or plural, as the context may require. 

e.      An
e m a i l of this signed Agreement shall be legal and binding on all parties
hereto. 

f.      This
Agreement may be signed in one or more counterparts, each of which shall be
deemed an original. 

g.      The
headings of this Agreement are for convenience of reference and shall not form
part of, or affect the interpretation of, this Agreement. 




h.      If
any provision of this Agreement shall be invalid or unenforceable in any
jurisdiction, such invalidity or unenforceability shall not affect the validity
or enforceability of the remainder of this Agreement or the validity or
enforceability of this Agreement in any other jurisdiction. 

i.      This
Agreement may be amended only by an instrument in writing signed by the party to
be charged with enforcement thereof. 

j.      This
Agreement supersedes all prior agreements and understandings among the parties
hereto with respect to the subject matter hereof. 

13.      NOTICES.
Any notice required or permitted hereunder shall be given in writing (unless
otherwise specified herein) and shall be deemed effectively given on the
earliest of 

(a)
the date delivered, if delivered by personal delivery as against written receipt
therefor or by confirmed email, 

(b)
the fifth Trading Day after deposit, postage prepaid, in the United States
Postal Service by registered or certified mail, or 

(c)
the third Trading Day after mailing by domestic or international express
courier, with delivery costs and fees prepaid, 

in each case, addressed to each of the other parties thereunto
entitled at the following addresses (or at such other addresses as such party
may designate by ten (10) days' advance written notice similarly given to each
of the other parties hereto): 

	COMPANY: 	Lithium Exploration Group Inc. 
	  	4635 S Lakeshore Drive 
	  	Tempe, AZ 85282 
	  	Attn: Alex Walsh 
	  	  
	PURCHASER: 	JDF CAPITAL INC. 
	  	62 E Main Street 
	  	Freehold, NJ 07728 
	  	Attn: John Fierro 
	  	Telephone No.: 718-290-4058



14.      SURVIVAL
OF REPRESENTATIONS AND WARRANTIES. The Company's and the Purchaser's
representations and warranties herein shall survive the execution and delivery
of this Agreement and the delivery of the Certificates and the payment of the
Purchase Amount, and shall inure to the benefit of the Purchaser and the Company
and their respective successors and assigns. 

[Balance of page intentionally left blank] 




IN
WITNESS WHEREOF, this Agreement has been duly executed by the Purchaser and
the Company as of the date set first above written. 

JDF CAPITAL INC 

___________________________
Name: John Fierro 
Title:
President 

LITHIUM EXPLORATION GROUP, INC. 


	By:
    
    
	Alexander Walsh, Chief Executive Officer