Lithium Exploration Group, Inc. - Exhibit 10.107 - Filed by newsfilecorp.com






  
    
      
        
          
            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”) 

          

        

      

    

  



US $344,650.00 

LITHIUM EXPLORATION GROUP, INC. 
10% CONVERTIBLE REDEEMABLE
NOTE 
DUE MAY 17, 2018 
BACK END NOTE 


           
FOR VALUE RECEIVED, Lithium Exploration Group, Inc. (the “Company”) promises to
pay to the order of JDF CAPITAL INC. and its authorized successors and permitted
assigns ("Holder"), the aggregate principal face amount of Three Hundred
Forty Four Thousand Six Hundred Fifty Dollars (U.S. $344,650.00) on May 17, 2018
("Maturity Date") and to pay interest on the principal amount outstanding
hereunder at the rate of 10% per annum commencing on May 17, 2017. The Company
acknowledges this Note was issued with a 13% original issue discount (OID) and
as such the issuance price was $305,000. 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 96 Village Center Drive, Freehold, NJ 07728, 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 Maturity 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 transfer.
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 therewith. 

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                          2.       
The Company shall be entitled to withhold from all payments any amounts required
to be withheld under applicable laws. 

                          3.       
This Note may be transferred or exchanged only in compliance with the Securities
Act of 1933, as amended ("Act") and applicable state securities laws. Any
attempted transfer to a non-qualifying 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 neither 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
transferee 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.

                          4.       
(a)        The Holder of this Note is
entitled, at its option, at any time after cash payment, 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 50% of the lowest
trading price of the Common Stock as reported on the National Quotations
Bureau OTCQB exchange which the Company’s shares are traded or any exchange upon
which the Common Stock may be traded in the future ("Exchange"), for the
lower of (i) twenty prior trading days immediately
preceding the issuance date of this note or (ii) the twenty prior
trading days including the day upon which a Notice of Conversion is received by
the Company or its transfer agent (provided such Notice of Conversion is
delivered by fax or other electronic method of communication to the Company or
its transfer agent after 4 P.M. Eastern Standard or Daylight Savings Time if the
Holder wishes to include the same day closing price). If the shares have not
been delivered within 3 business days, the Notice of Conversion may be
rescinded. Such conversion shall be effectuated by the Company delivering the
shares of Common Stock to the Holder within 3 business days of receipt by the
Company of the Notice of Conversion. Accrued but unpaid interest shall be
subject to conversion. No fractional shares or scrip representing fractions of
shares will be issued on conversion, but the number of shares issuable shall be
rounded to the nearest whole share. The Company agrees to honor all
conversions submitted pending this increase. In the event the Company
experiences a DTC “Chill” on its shares, the conversion price shall be decreased
to 40% instead of 50% while that “Chill” is in effect. In no event shall the
Holder be allowed to effect a conversion if such conversion, along with all
other shares of Company Common Stock beneficially owned by the Holder and its
affiliates would exceed 9.9% of the outstanding shares of the Common Stock of
the Company. 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 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 an example a higher prepay or a lower fixed conversion price) granted to any third
party while this Note is in effect. 

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                          (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, at any time, 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
reclassification, 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 Common
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 substantially 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 (including 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 defined
in this Note, immediately prior to such Sale Event. The foregoing provisions
shall similarly apply to successive Sale Events. If the consideration received
by the holders of Common 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 non-payment, protest, notice of protest, notice of dishonor, notice of
acceleration 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. 

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

                          8      
.. If one or more of the following described "Events of Default" shall occur:


                          (a)       
The Company shall default in the payment of principal or interest 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 Company herein or in any
certificate or financial or other written statements heretofore or hereafter
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 benefit
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 property or business; (5) file a petition for bankruptcy
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 jurisdiction 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 attachment, or similar
process, in excess of one hundred thousand dollars ($100,000) in the aggregate,
shall be entered or filed against the Company or any of its properties or other
assets and shall remain unpaid, un-vacated, 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 

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                          (i)       
The Company shall have its Common Stock delisted from an exchange (including the
OTC Market 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 or
ceases to file its 1934 act reports with the SEC; 

                          (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 Section 12, within 3
business days of the request of the Holder. 

                          (m)       
The Company’s Common Stock has a closing bid price of less than $0.0006 per
share for at least 5 consecutive trading days; or 

                          (n)       
The aggregate dollar trading volume of the Company’s Common Stock is less than
forty thousand dollars ($40,000.00) in any 5 consecutive trading days; or 

                          (o)       
The Company shall cease to be “current” in its filings with the Securities and
Exchange Commission; or. 

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

(except for 8(m) and 8(n) which are incurable defaults, the
sole remedy of which is to allow the Holder to cancel both this Note and
the Holder Issued Note, 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 penalty shall be $250 per day the shares are not issued
beginning on the 4th day after the conversion notice was delivered to
the Company. This penalty shall increase to $500 per day beginning on the
10th day. The penalty for a breach of Section 8(p) shall be an
increase of the outstanding principal amounts by 20%. In case of a breach of
Section 8(i), the outstanding principal due under this Note shall increase by
50%. Further, if a breach of Section 8(o) occurs or is continuing after the 6
month anniversary of the Note, then the Holder shall be entitled to use the lowest closing bid price during the delinquency
period as a base price for the conversion. For example, if the lowest closing
bid price during the delinquency period is $0.01 per share and the conversion
discount is 50% the Holder may elect to convert future conversions at $0.005 per
share. If this Note is not paid at maturity, the outstanding principal due under
this Note shall increase by 10%. 

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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 action or
proceeding.

                                               Make-Whole
for Failure to Deliver Loss. At the Holder’s election, if the Company fails for
any reason to deliver to the Holder the conversion shares by the 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 notice to the Company. 

                          9.       
In case any provision of this Note is held by a court of competent jurisdiction
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. 

                          10.     
Neither this Note nor any term hereof may be amended, waived, discharged or
terminated other than by a written instrument signed by the Company and the
Holder. 

                          11.    
 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 opinion to allow for
salability of the conversion shares or (ii) accept such opinion from Holder’s
counsel. 

                          12.     
Prior to cash funding of this Note, The Company will issue irrevocable transfer
agent instructions reserving 3x the number of shares of Common Stock necessary
to allow the holder to convert this note based on the discounted conversion
price set forth in Section 4(a) herewith. The reserve shall be replenished as
needed to allow for conversions of this Note. Upon full conversion of this Note,
the reserve representing this Note shall be cancelled. The Company will pay all transfer agent costs associated with
issuing and delivering the shares. If such amounts are to be paid by the Holder,
it may deduct such amounts from the Conversion Price. The Holder may also deduct
from the conversion amount, legal opinion fees not exceeding $350 per opinion.
Conversion Notices may be sent to the Company or its transfer agent via electric
mail. The Company will instruct its transfer agent to provide the outstanding
share information to the Holder in connection with its conversions. 

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                          13.    
 The Company will give the Holder direct notice of any corporate actions,
including but not limited to name changes, stock splits, recapitalizations etc.
This notice shall be given to the Holder as soon as possible under law.

                          14.     
If it shall be found that any interest or other amount deemed interest due
hereunder violates the applicable law governing usury, the applicable provision
shall automatically be revised to equal the maximum rate of interest or other
amount deemed interest permitted under applicable law. The Company covenants (to
the extent that it may lawfully do so) that it will not seek to claim or take
advantage of any law that would prohibit or forgive the Company from paying all
or a portion of the principal or interest on this Note. 

                          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 or in the Federal courts sitting in the county or city of New York. This
Agreement may be executed in counterparts, and the facsimile transmission of an
executed counterpart to this Agreement shall be effective as an original. 

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

Dated: 5/15/17 

LITHIUM EXPLORATION GROUP, INC 

	 	By:	 
	 	 	Title: CEO 


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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:
  _________________________________________________________________________________

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