Lithium Exploration Group, Inc.: Exhibit 10.101 - Filed by newsfilecorp.com






SECURITIES PURCHASE
AGREEMENT 

This SECURITIES PURCHASE
AGREEMENT (the “Agreement”), dated as of May 5, 2017, by and between
Lithium Exploration Group,
Inc., a Nevada corporation, with headquarters located at 3800
North Central Avenue, Suite 820, Phoenix, AZ 85012, (the “Company”), and Concord
Holding Group, LLC, A New York limited liability company with its executive
offices located at 1080 Bergen St., Suite 240, Brooklyn, NY 11216 (the “Buyer).


WHEREAS: 

A.     The Company and the Buyer are
executing and delivering this Agreement in reliance upon the exemption from
securities registration afforded by the rules and regulations as promulgated by
the United States Securities and Exchange Commission (the “SEC”) under the
Securities Act of 1933, as amended (the “1933 Act”); 

B.     Buyer desires to purchase and the
Company desires to issue and sell, upon the terms and conditions set forth in
this Agreement a 10% convertible note of the Company, in the form attached
hereto as Exhibit A in the aggregate principal amount of $28,600.00 which shall
contain a $2,600.00 OID such that the issuance price shall be $26,000.00 plus
interest and penalties if any become due and payable on May 5, 2018, convertible
into shares of common stock, $0.001 par value per share, of the Company (the
“Common Stock”), upon the terms and subject to the limitations and conditions
set forth in such Note. 

C.     The Buyer wishes to purchase, upon
the terms and conditions stated in this Agreement, such principal amount of Note
as is set forth immediately below its name on the signature pages hereto; and


NOW THEREFORE, the Company and the Buyer
severally (and not jointly) hereby agree as follows: 

1.      Purchase and Sale of Note. 

a.     Purchase of Note. On the
Closing Date (as defined below), the Company shall issue and sell to the Buyer
and the Buyer agrees to purchase from the Company such principal amount of the
Note as is set forth immediately below the Buyer’s name on the signature pages
hereto. 




b.     Form of Payment. On the
Closing Date (as defined below), the (A) Buyer shall (i) pay the purchase price
for the Note to be issued and sold to it at the Closing (as defined below) (the
“Purchase Price”) by wire transfer of immediately available funds to the
Company, in accordance with the Company’s written wiring instructions, against
delivery of the Note in the principal amount equal to the Purchase Price as is
set forth immediately below the Buyer’s name on the signature pages hereto and
(B) the Company shall deliver such duly executed Note on behalf of the Company,
to the Buyer, against delivery of such Purchase Price and Buyer Note. 

c.     Closing Date. The date and
time of the first issuance and sale of the Note pursuant to this Agreement (the
“Closing Date”) shall be on or about May 1, 2017, or such other mutually agreed
upon time. 

2.     Buyer’s Representations and
Warranties. The Buyer represents and warrants to the Company that: 

a.     Investment Purpose. As of the
date hereof, the Buyer is purchasing the Note and the shares of Common Stock
issuable upon conversion of or otherwise pursuant to the Note, such shares of
Common Stock being collectively referred to herein as the “Conversion Shares”
and, collectively with the Note, the “Securities”) for its own account and not
with a present view towards the public sale or distribution thereof, except
pursuant to sales registered or exempted from registration under the 1933 Act;
provided, however, that by making the representations herein, the
Buyer does not agree to hold any of the Securities for any minimum or other
specific term and reserves the right to dispose of the Securities at any time in
accordance with or pursuant to a registration statement or an exemption under
the 1933 Act. 

b.     Accredited Investor Status.
The Buyer is an “accredited investor” as that term is defined in Rule 501(a) of
Regulation D (an “Accredited Investor”). 

c.     Reliance on Exemptions. The
Buyer understands that the Securities are being offered and sold to it in
reliance upon specific exemptions from the registration requirements of United
States federal and state securities laws and that the Company is relying upon
the truth and accuracy of, and the Buyer’s compliance with, the representations,
warranties, agreements, acknowledgments and understandings of the Buyer set
forth herein in order to determine the availability of such exemptions and the
eligibility of the Buyer to acquire the Securities. 

d.     Information. The Buyer and
its advisors, if any, have been, and for so long as the Note remain outstanding
will continue to be, furnished with 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 requested by the Buyer or its advisors.
The Buyer and its advisors, if any, have been, and for so long as the Note
remain outstanding will continue to be, afforded the opportunity to ask
questions of the Company. 

2




Notwithstanding the foregoing, the Company has not disclosed to
the Buyer any material nonpublic information and will not disclose such
information unless such information is disclosed to the public prior to or
promptly following such disclosure to the Buyer. Neither such inquiries nor any
other due diligence investigation conducted by Buyer or any of its advisors or
representatives shall modify, amend or affect Buyer’s right to rely on the
Company’s representations and warranties contained in Section 3 below. The Buyer
understands that its investment in the Securities involves a significant degree
of risk. The Buyer is not aware of any facts that may constitute a breach of any
of the Company's representations and warranties made herein. 

e.     Governmental Review. The
Buyer understands that no United States federal or state agency or any other
government or governmental agency has passed upon or made any recommendation or
endorsement of the Securities. 

f.     Transfer or Re–sale. The
Buyer understands that (i) the sale or re–sale of the Securities has not been
and is not being registered under the 1933 Act or any applicable state
securities laws, and the Securities may not be transferred unless (a) the
Securities are sold pursuant to an effective registration statement under the
1933 Act, (b) the Buyer shall have delivered to the Company, at the cost of the
Buyer, an opinion of counsel that shall be in form, substance and scope
customary for opinions of counsel in comparable transactions to the effect that
the Securities to be sold or transferred may be sold or transferred pursuant to
an exemption from such registration, which opinion shall be accepted by the
Company, (c) the Securities are sold or transferred to an “affiliate” (as
defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule
144”)) of the Buyer who agrees to sell or otherwise transfer the Securities only
in accordance with this Section 2(f) and who is an Accredited Investor, (d) the
Securities are sold pursuant to Rule 144, or (e) the Securities are sold
pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation
S”), and the Buyer shall have delivered to the Company, at the cost of the
Buyer, an opinion of counsel that shall be in form, substance and scope
customary for opinions of counsel in corporate transactions, which opinion shall
be accepted by the Company; (ii) any sale of such Securities made in reliance on
Rule 144 may be made only in accordance with the terms of said Rule and further,
if said Rule is not applicable, any re–sale 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 defined in the 1933 Act) may
require compliance with some other exemption under the 1933 Act or the rules and
regulations of the SEC thereunder; and (iii) neither the Company nor any other
person is under any obligation to register such Securities under the 1933 Act or
any state securities laws or to comply with the terms and conditions of any
exemption thereunder (in each case). Notwithstanding the foregoing or anything
else contained herein to the contrary, the Securities may be pledged as
collateral in connection with a bona fide margin account or other
lending arrangement. 

g.     Legends. The Buyer
understands that the Note and, until such time as the Conversion Shares have
been registered under the 1933 Act may be sold pursuant to Rule 144 or
Regulation S without any restriction as to the number of securities as of a particular date that can then be immediately sold, the
Conversion Shares may bear a restrictive legend in substantially the following
form (and a stop–transfer order may be placed against transfer of the
certificates for such Securities): 

3 




	 	
      “NEITHER THE
      ISSUANCE AND SALE
      OF THE SECURITIES
      REPRESENTED BY THIS
      CERTIFICATE NOR THE
      SECURITIES INTO WHICH
      THESE SECURITIES ARE
      EXERCISABLE HAVE BEEN
      REGISTERED UNDER THE
      SECURITIES ACT OF
      1933, AS AMENDED,
      OR APPLICABLE STATE
      SECURITIES LAWS. THE
      SECURITIES MAY NOT
      BE OFFERED FOR
      SALE, SOLD, TRANSFERRED
      OR ASSIGNED (I) IN
      THE ABSENCE OF (A)
      AN EFFECTIVE REGISTRATION
      STATEMENT FOR THE
      SECURITIES UNDER THE
      SECURITIES ACT OF
      1933, AS AMENDED,
      OR (B) AN OPINION
      OF COUNSEL (WHICH
      COUNSEL SHALL BE
      SELECTED BY THE
      HOLDER), IN A
      GENERALLY ACCEPTABLE FORM,
      THAT REGISTRATION IS
      NOT REQUIRED UNDER
      SAID ACT OR (II)
      UNLESS SOLD PURSUANT
      TO RULE 144 OR
      RULE 144A UNDER
      SAID ACT. NOTWITHSTANDING
      THE FOREGOING, THE
      SECURITIES MAY BE
      PLEDGED IN CONNECTION
      WITH A BONA FIDE
      MARGIN ACCOUNT OR
      OTHER LOAN OR
      FINANCING ARRANGEMENT SECURED
      BY THE SECURITIES.” 
	 


The legend set forth above shall be removed and the Company
shall issue a certificate without such legend to the holder of any Security upon
which it is stamped, if, unless otherwise required by applicable state
securities laws, (a) such Security is registered for sale under an effective
registration statement filed under the 1933 Act or otherwise may be sold
pursuant to Rule 144 or Regulation S without any restriction as to the number of
securities as of a particular date that can then be immediately sold, or (b)
such holder provides the Company with an opinion of counsel, in form, substance
and scope customary for opinions of counsel in comparable transactions, to the
effect that a public sale or transfer of such Security may be made without
registration under the 1933 Act, which opinion shall be accepted by the Company
so that the sale or transfer is effected. The Buyer agrees to sell all
Securities, including those represented by a certificate(s) from which the
legend has been removed, in compliance with applicable prospectus delivery
requirements, if any. In the event that the Company does not accept the opinion
of counsel provided by the Buyer with respect to the transfer of Securities
pursuant to an exemption from registration, such as Rule 144 or Regulation S,
within 2 business days, it will be considered an Event of Default under the
Note. 

h.     Authorization; Enforcement.
This Agreement has been duly and validly authorized. This Agreement has been
duly executed and delivered on behalf of the Buyer, and this Agreement
constitutes a valid and binding agreement of the Buyer enforceable in accordance
with its terms. 

i.     Residency. The Buyer is a
resident of the jurisdiction set forth immediately below the Buyer’s name on the
signature pages hereto. 

4 






3.     Representations and Warranties of
the Company. The Company represents and warrants to the Buyer that: 

a.     Organization and
Qualification. The Company and each of its subsidiaries, if any, is a
corporation duly organized, validly existing and in good standing under the laws
of the jurisdiction in which it is incorporated, with full power and authority
(corporate and other) to own, lease, use and operate its properties and to carry
on its business as and where now owned, leased, used, operated and conducted.


b.     Authorization; Enforcement.
(i) The Company has all requisite corporate power and authority to enter into
and perform this Agreement, the Note and to consummate the transactions
contemplated hereby and thereby and to issue the Securities, in accordance with
the terms hereof and thereof, (ii) the execution and delivery of this Agreement,
the Note by the Company and the consummation by it of the transactions
contemplated hereby and thereby (including without limitation, the issuance of
the Note and the issuance and reservation for issuance of the Conversion Shares
issuable upon conversion or exercise thereof) have been duly authorized by the
Company’s Board of Directors and no further consent or authorization of the
Company, its Board of Directors, or its shareholders is required, (iii) this
Agreement has been duly executed and delivered by the Company by its authorized
representative, and such authorized representative is the true and official
representative with authority to sign this Agreement and the other documents
executed in connection herewith and bind the Company accordingly, and (iv) this
Agreement constitutes, and upon execution and delivery by the Company of the
Note, each of such instruments will constitute, a legal, valid and binding
obligation of the Company enforceable against the Company in accordance with its
terms. 

c.      Issuance of Shares. The
Conversion Shares are duly authorized and reserved for issuance and, upon
conversion of the Note in accordance with its respective terms, will be validly
issued, fully paid and non–assessable, and free from all taxes, liens, claims
and encumbrances with respect to the issue thereof and shall not be subject to
preemptive rights or other similar rights of shareholders of the Company and
will not impose personal liability upon the holder thereof. 

d.     Acknowledgment of Dilution.
The Company understands and acknowledges the potentially dilutive effect to the
Common Stock upon the issuance of the Conversion Shares upon conversion of the
Note. The Company further acknowledges that its obligation to issue Conversion
Shares upon conversion of the Note in accordance with this Agreement, the Note
is absolute and unconditional regardless of the dilutive effect that such
issuance may have on the ownership interests of other shareholders of the
Company. 

e.     No Conflicts. The execution,
delivery and performance of this Agreement, the Note by the Company and the
consummation by the Company of the transactions contemplated hereby and thereby
(including, without limitation, the issuance and reservation for issuance of the Conversion Shares) will not
(i) conflict with or result in a violation of any provision of the Certificate
of Incorporation or By–laws, or (ii) violate or conflict with, or result in a
breach of any provision of, or constitute a default (or an event which with
notice or lapse of time or both could become a default) under, or give to others
any rights of termination, amendment, acceleration or cancellation of, any
agreement, indenture, patent, patent license or instrument to which the Company
or any of its subsidiaries is a party, or (iii) result in a violation of any
law, rule, regulation, order, judgment or decree (including federal and state
securities laws and regulations and regulations of any self–regulatory
organizations to which the Company or its securities are subject) applicable to
the Company or any of its subsidiaries or by which any property or asset of the
Company or any of its subsidiaries is bound or affected (except for such
conflicts, defaults, terminations, amendments, accelerations, cancellations and
violations as would not, individually or in the aggregate, have a material
adverse effect). All consents, authorizations, orders, filings and registrations
which the Company is required to obtain pursuant to the preceding sentence have
been obtained or effected on or prior to the date hereof. The Company is not in
violation of the listing requirements of the Over–the–Counter Quotations Bureau
(the “OTCQB”) and does not reasonably anticipate that the Common Stock will be
delisted by the OTCQB in the foreseeable future, nor are the Company’s
securities “chilled” by FINRA. The Company and its subsidiaries are unaware of
any facts or circumstances, which might give rise to any of the foregoing. 

5 




f.     Absence of Litigation. Except
as disclosed in the Company’s public filings, there is no action, suit, claim,
proceeding, inquiry or investigation before or by any court, public board,
government agency, self–regulatory organization or body pending or, to the
knowledge of the Company or any of its subsidiaries, threatened against or
affecting the Company or any of its subsidiaries, or their officers or directors
in their capacity as such, that could have a material adverse effect. Schedule
3(f) contains a complete list and summary description of any pending or, to the
knowledge of the Company, threatened proceeding against or affecting the Company
or any of its subsidiaries, without regard to whether it would have a material
adverse effect. The Company and its subsidiaries are unaware of any facts or
circumstances, which might give rise to any of the foregoing. 

g.     Acknowledgment Regarding Buyer’
Purchase of Securities. The Company acknowledges and agrees that the Buyer
is acting solely in the capacity of arm’s length purchasers with respect to this
Agreement and the transactions contemplated hereby. The Company further
acknowledges that the Buyer is not acting as a financial advisor or fiduciary of
the Company (or in any similar capacity) with respect to this Agreement and the
transactions contemplated hereby and any statement made by the Buyer or any of
its respective representatives or agents in connection with this Agreement and
the transactions contemplated hereby is not advice or a recommendation and is
merely incidental to the Buyer’ purchase of the Securities. The Company further
represents to the Buyer that the Company’s decision to enter into this Agreement
has been based solely on the independent evaluation of the Company and its
representatives. 

6 




h.     No Integrated Offering.
Neither the Company, nor any of its affiliates, nor any person acting on its or
their behalf, has directly or indirectly made any offers or sales in any
security or solicited any offers to buy any security under circumstances that
would require registration under the 1933 Act of the issuance of the Securities
to the Buyer. The issuance of the Securities to the Buyer will not be integrated
with any other issuance of the Company’s securities (past, current or future)
for purposes of any shareholder approval provisions applicable to the Company or
its securities. 

i.     Title to Property. The
Company and its subsidiaries have good and marketable title in fee simple to all
real property and good and marketable title to all personal property owned by
them which is material to the business of the Company and its subsidiaries, in
each case free and clear of all liens, encumbrances and defects except such as
are described in Schedule 3(i) or such as would not have a material adverse
effect. Any real property and facilities held under lease by the Company and its
subsidiaries are held by them under valid, subsisting and enforceable leases
with such exceptions as would not have a material adverse effect. 

j.     Bad Actor. No officer or
director of the Company would be disqualified under Rule 506(d) of the
Securities Act as amended on the basis of being a "bad actor" as that term is
established in the September 19, 2013 Small Entity Compliance Guide published by
the Securities and Exchange Commission. 

k.     Breach of Representations and
Warranties by the Company. If the Company breaches any of the
representations or warranties set forth in this Section 3, and in addition to
any other remedies available to the Buyer pursuant to this Agreement, it will be
considered an Event of default under the Note. 

4.     COVENANTS. 

a.      Expenses. At the
Closing, the Company shall reimburse Buyer for expenses incurred by them in
connection with the negotiation, preparation, execution, delivery and
performance of this Agreement and the other agreements to be executed in
connection herewith (“Documents”), including, without limitation, reasonable
attorneys’ and consultants’ fees and expenses, transfer agent fees, fees for
stock quotation services, fees relating to any amendments or modifications of
the Documents or any consents or waivers of provisions in the Documents, fees
for the preparation of opinions of counsel, escrow fees, and costs of
restructuring the transactions contemplated by the Documents. When possible, the
Company must pay these fees directly, otherwise the Company must make immediate
payment for reimbursement to the Buyer for all fees and expenses immediately
upon written notice by the Buyer or the submission of an invoice by the Buyer.
The Company’s obligation with respect to this transaction is to reimburse
Buyer’s expenses shall be $1,000 in legal fees, which shall be deducted from the
Note when funded. 

7 




b.     Listing. The Company shall
promptly secure the listing of the Conversion Shares upon each national
securities exchange or automated quotation system, if any, upon which shares of
Common Stock are then listed (subject to official notice of issuance) and, so
long as the Buyer owns any of the Securities, shall maintain, so long as any
other shares of Common Stock shall be so listed, such listing of all Conversion
Shares from time to time issuable upon conversion of the Note. The Company will
obtain and, so long as the Buyer owns any of the Securities, maintain the
listing and trading of its Common Stock on the OTCQB, OTC Pink, or any
equivalent replacement exchange, the Nasdaq National Market (“Nasdaq”), the
Nasdaq SmallCap Market (“Nasdaq SmallCap”), the New York Stock Exchange
(“NYSE”), or the American Stock Exchange (“AMEX”) and will comply in all
respects with the Company’s reporting, filing and other obligations under the
bylaws or rules of the Financial Industry Regulatory Authority (“FINRA”) and
such exchanges, as applicable. The Company shall promptly provide to the Buyer
copies of any notices it receives from the OTCQB, OTC Pink, and any other
exchanges or quotation systems on which the Common Stock is then listed
regarding the continued eligibility of the Common Stock for listing on such
exchanges and quotation systems. 

c.     Corporate Existence. So long
as the Buyer beneficially owns any Note, the Company shall maintain its
corporate existence and shall not sell all or substantially all of the Company’s
assets, except in the event of a merger or consolidation or sale of all or
substantially all of the Company’s assets, where the surviving or successor
entity in such transaction (i) assumes the Company’s obligations hereunder and
under the agreements and instruments entered into in connection herewith and
(ii) is a publicly traded corporation whose Common Stock is listed for trading
on the OTC Pink, OTCQB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX. 

d.     No Integration. The Company
shall not make any offers or sales of any security (other than the Securities)
under circumstances that would require registration of the Securities being
offered or sold hereunder under the 1933 Act or cause the offering of the
Securities to be integrated with any other offering of securities by the Company
for the purpose of any stockholder approval provision applicable to the Company
or its securities. 

e.     Registration Rights. With
respect to any Company issued note owned by the Buyer, in the event the Company
completes a registration statement for its securities prior to the date on which
that particular note is eligible for conversion into legend free shares under
Rule 144, the shares issuable upon conversion of that particular note shall be
“piggybacked” onto the registration statement.

 f.     Breach of Covenants. If
  the Company breaches any of the covenants set forth in this Section 4, and in
  addition to any other remedies available to the Buyer pursuant to this
  Agreement, it will be considered an event of default under the Note. 

8 




5.     Governing Law; Miscellaneous.


a.     Governing Law. This Agreement
shall be governed by and construed in accordance with the laws of the State of
New York without regard to principles of conflicts of laws. Any action brought
by either party against the other concerning the transactions contemplated by
this Agreement shall be brought only in the state courts of New York or in the
federal courts located in the state and county of New York. The parties to this
Agreement hereby irrevocably waive any objection to jurisdiction and venue of
any action instituted hereunder and shall not assert any defense based on lack
of jurisdiction or venue or based upon forum non
conveniens. The Company and Buyer waive trial by jury. The prevailing
party shall be entitled to recover from the other party its reasonable
attorney's fees and costs. In the event that any provision of this Agreement or
any other agreement delivered in connection herewith is invalid or unenforceable
under any applicable statute or rule of law, then such provision shall be deemed
inoperative to the extent that it may conflict therewith and shall be deemed
modified to conform with such statute or rule of law. Any such provision, which
may prove invalid or unenforceable under any law, shall not affect the validity
or enforceability of any other provision of any agreement. Each party hereby
irrevocably waives personal service of process and consents to process being
served in any suit, action or proceeding in connection with this Agreement or
any other Transaction Document by mailing a copy thereof via registered or
certified mail or overnight delivery (with evidence of delivery) to such party
at the address in effect for notices to it under this Agreement and agrees that
such service shall constitute good and sufficient service of process and notice
thereof. Nothing contained herein shall be deemed to limit in any way any right
to serve process in any other manner permitted by law. 

b.     Counterparts; Signatures by
Facsimile. This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original but all of which shall constitute one and
the same agreement and shall become effective when counterparts have been signed
by each party and delivered to the other party. This Agreement, once executed by
a party, may be delivered to the other party hereto by facsimile transmission of
a copy of this Agreement bearing the signature of the party so delivering this
Agreement. 

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

d.     Severability. In the event
that any provision of this Agreement is invalid or unenforceable under any
applicable statute or rule of law, then such provision shall be deemed
inoperative to the extent that it may conflict therewith and shall be deemed
modified to conform with such statute or rule of law. Any provision hereof which
may prove invalid or unenforceable under any law shall not affect the validity
or enforceability of any other provision hereof. 

9 




e.     Entire Agreement; Amendments.
This Agreement and the instruments referenced herein contain the entire
understanding of the parties with respect to the matters covered herein and
therein and, except as specifically set forth herein or therein, neither the
Company nor the Buyer makes any representation, warranty, covenant or
undertaking with respect to such matters. No provision of this Agreement may be
waived or amended other than by an instrument in writing signed by the majority
in interest of the Buyer. 

f.     Notices. All notices,
demands, requests, consents, approvals, and other communications required or
permitted hereunder shall be in writing and, unless otherwise specified herein,
shall be (i) personally served, (ii) deposited in the mail, registered or
certified, return receipt requested, postage prepaid, (iii) delivered by
reputable air courier service with charges prepaid, or (iv) transmitted by hand
delivery, telegram, or facsimile, addressed as set forth below or to such other
address as such party shall have specified most recently by written notice. Any
notice or other communication required or permitted to be given hereunder shall
be deemed effective (a) upon hand delivery or delivery by facsimile, with
accurate confirmation generated by the transmitting facsimile machine, at the
address or number designated below (if delivered on a business day during normal
business hours where such notice is to be received), or the first business day
following such delivery (if delivered other than on a business day during normal
business hours where such notice is to be received) or (b) on the second
business day following the date of mailing by express courier service, fully
prepaid, addressed to such address, or upon actual receipt of such mailing,
whichever shall first occur. The addresses for such communications shall be:


If to the Company, to: 

Lithium Exploration Group, Inc.

3800 North Central Avenue, Suite 820 
Phoenix, AZ 85012 
Attn: Alex
Walsh– CEO


If to the Buyer: 

Concord Holding Group, LLC 
1080
Bergen St., Suite 240 
Brooklyn, NY 11216 
Attn: Manager 

Each party shall provide notice to the
other party of any change in address. 

10 




g.     Successors and Assigns. This
Agreement shall be binding upon and inure to the benefit of the parties and
their successors and assigns. Neither the Company nor the Buyer shall assign
this Agreement or any rights or obligations hereunder without the prior written
consent of the other. Notwithstanding the foregoing, the Buyer may assign its
rights hereunder to any person that purchases Securities in a private
transaction from the Buyer or to any of its “affiliates,” as that term is
defined under the 1934 Act, without the consent of the Company. 

h.     Third Party Beneficiaries.
This Agreement is intended for the benefit of the parties hereto and their
respective permitted successors and assigns, and is not for the benefit of, nor
may any provision hereof be enforced by, any other person. 

i.     Survival. The representations
and warranties of the Company and the agreements and covenants set forth in this
Agreement shall survive the closing hereunder notwithstanding any due diligence
investigation conducted by or on behalf of the Buyer. The Company agrees to
indemnify and hold harmless the Buyer and all their officers, directors,
employees and agents for loss or damage arising as a result of or related to any
breach or alleged breach by the Company of any of its representations,
warranties and covenants set forth in this Agreement or any of its covenants and
obligations under this Agreement, including advancement of expenses as they are
incurred. 

j.     Further Assurances. Each
party shall do and perform, or cause to be done and performed, all such further
acts and things, and shall execute and deliver all such other agreements,
certificates, instruments and documents, as the other party may reasonably
request in order to carry out the intent and accomplish the purposes of this
Agreement and the consummation of the transactions contemplated hereby. 

k.     No Strict Construction. The
language used in this Agreement will be deemed to be the language chosen by the
parties to express their mutual intent, and no rules of strict construction will
be applied against any party. 

l.     Remedies. The Company
acknowledges that a breach by it of its obligations hereunder will cause
irreparable harm to the Buyer by vitiating the intent and purpose of the
transaction contemplated hereby. Accordingly, the Company acknowledges that the
remedy at law for a breach of its obligations under this Agreement will be
inadequate and agrees, in the event of a breach or threatened breach by the
Company of the provisions of this Agreement, that the Buyer shall be entitled,
in addition to all other available remedies at law or in equity, and in addition
to the penalties assessable herein, to an injunction or injunctions restraining,
preventing or curing any breach of this Agreement and to enforce specifically
the terms and provisions hereof, without the necessity of showing economic loss
and without any bond or other security being required. 

11 




IN WITNESS WHEREOF, the undersigned Buyer and the Company have
caused this Agreement to be duly executed as of the date first above written.


Lithium Exploration
Group, Inc. 

	By:	 	 
	Name: Alex Walsh 	 
	Title: CEO 	 




Concord Holding Group,
LLC. 

By:
______________________________________________________________________
Name: Manager 

AGGREGATE SUBSCRIPTION AMOUNT: 

	Aggregate Principal Amount of Note: 	$28,600.00 


Less $1,000.00 in legal fees, less $2,600.00 in OID, attached
as Exhibit A, hereto 

12 






EXHIBIT A 
144
NOTE – $28,600 



13