Lithium Exploration Group, Inc. - Exhibit 10.108 - Filed by newsfilecorp.com





THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES.
THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND
MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE
APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION
THEREFROM. LENDERS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE
FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER
OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE
SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS
IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. 

JDF CAPITAL INC. 
COLLATERALIZED SECURED PROMISSORY NOTE

BACK END NOTE


	$305,000.00 	Freehold, NJ 
	  	May 17, 2017 


1.              
Principal and Interest 

            FOR
VALUE RECEIVED, JDF Capital Inc., (the "Company") hereby absolutely and
unconditionally promises to pay to Lithium Exploration Group, Inc. (the
“Lender"), or order, the principal amount of Three Hundred Five Thousand Dollars
($305,000.00) no later than January 17, 2018 , unless the Lender does not meet
the “current information requirements” required under Rule 144 of the Securities
Act of 1933, as amended, in which case the Company may declare the offsetting
note issued by the Lender on the same date herewith to be in Default (as defined
in that note) and cross cancel its payment obligations under this Note as well
as the Lenders payment obligations under the offsetting note. This Full Recourse
Note shall bear simple interest at the rate of 10%. 

2.              
Repayments and Prepayments; Security.

                 
a.        All principal under this Note shall
be due and payable no later than January 17, 2018 unless the Lender does not
meet the “current information requirements” required under Rule 144 of the
Securities Act of 1933, as amended, in which case the Company may declare the
offsetting note issued by the Lender on the same date herewith to be in Default
(as defined in that note) and cross cancel its payment obligations under this
Note as well as the Lenders payment obligations under the offsetting note. 

                 
b.        The Company may pay this Note at
any time. This note may not be assigned by the Lender, except by operation of
law. 

                 
c.        This Note shall initially be
secured by the pledge of the $344,650 10% convertible promissory note issued to
the Company by the Lender on even date herewith (the “Lender Note”). The Company may exchange this collateral for
other collateral with an appraised value of at least $305,000.00, by providing 3
days prior written notice to the Lender. If the Lender does not object to
the substitution of collateral in that 3 day period, such substitution of
collateral shall be deemed to have been accepted by the Lender. Notwithstanding the foregoing, an exchange of collateral for $305,000.00 in
cash shall not require the approval of the Lender. All collateral shall be
retained by New Venture Attorneys, P.C., which shall act as the escrow agent for
the collateral for the benefit of the Lender. The Company may not effect any
conversions under the Lender Note until it has made full cash payment for the
portion of the Lender Note being converted. 

1 





3.              
  Events of Default; Acceleration.

           
       a.       
The principal amount of this Note is subject to prepayment in whole or in part
upon the occurrence and during the continuance of any of the following events
(each, an “Event of Default”): the initiation of any bankruptcy, insolvency,
moratorium, receivership or reorganization by or against the Company, or a
general assignment of assets by the Company for the benefit of creditors. Upon
the occurrence of any Event of Default, the entire unpaid principal balance of
this Note and all of the unpaid interest accrued thereon shall be immediately
due and payable. The Company may offset amounts due to the Lender under this
Note by similar amounts that may be due to the Company by the Lender resulting
from breaches under the Lender Note. 

            
     b.        No remedy
herein conferred upon the Lender is intended to be exclusive of any other remedy
and each and every remedy shall be cumulative and in addition to every other
remedy hereunder, now or hereafter existing at law or in equity or otherwise.
The Company accepts and agrees that this Note is a full recourse note and that
the Holder may exercise any and all remedies available to it under law. 

4.              
Notices.

          
     a.        All
notices, reports and other communications required or permitted hereunder shall
be in writing and may be delivered in person, by telecopy with written
confirmation, overnight delivery service or U.S. mail, in which event it may be
mailed by first-class, certified or registered, postage prepaid, addressed (i)
if to a Lender, at such Lender’s address as the Lender shall have furnished the
Company in writing and (ii) if to the Company at such address as the Company
shall have furnished the Lender(s) in writing. 

       
        b.       
Each such notice, report or other communication shall for all purposes under
this Note be treated as effective or having been given when delivered if
delivered personally or, if sent by mail, at the earlier of its receipt or 72
hours after the same has been deposited in a regularly maintained receptacle for
the deposit of the United States mail, addressed and mailed as aforesaid, or, if
sent by electronic communication with confirmation, upon the delivery of
electronic communication. 

5.              
Miscellaneous. 

2 




                 a.       
Neither this Note nor any provisions hereof may be changed, waived, discharged
or terminated orally, but only by a signed statement in writing. 

                 b.       
No failure or delay by the Lender to exercise any right hereunder shall operate
as a waiver thereof, nor shall any single or partial exercise of any right,
power or privilege preclude any other right, power or privilege. The provisions
of this Note are severable and if any one provision hereof shall be held invalid
or unenforceable in whole or in part in any jurisdiction, such invalidity or
unenforceability shall affect only such provision in such jurisdiction. This
Note expresses the entire understanding of the parties with respect to the
transactions contemplated hereby. The Company and every endorser and guarantor
of this Note regardless of the time, order or place of signing hereby waives
presentment, demand, protest and notice of every kind, and assents to any
extension or postponement of the time for payment or any other indulgence, to
any substitution, exchange or release of collateral, and to the addition or
release of any other party or person primarily or secondarily liable. 

                 c.       
If Lender retains an attorney for collection of this Note, or if any suit or
proceeding is brought for the recovery of all, or any part of, or for protection
of the indebtedness respected by this Note, then the Company agrees to pay all
costs and expenses of the suit or proceeding, or any appeal thereof, incurred by
the Lender, including without limitation, reasonable attorneys' fees. 

                 d.       
This Note shall for all purposes be governed by, and construed in accordance
with the laws of the State of New York (without reference to conflict of laws).


                 e.       
This Note shall be binding upon the Company's successors and assigns, and shall
inure to the benefit of the Lender's successors and assigns. 

3 




      
     IN WITNESS WHEREOF, the Company has caused this
Note to be executed by its duly authorized officer to take effect as of the date
first hereinabove written. 

JDF CAPITAL INC. 

	 	By: 	 
	 	 	 
	 	Title: 	 


APPROVED: 

LITHIUM EXPLORATION GROUP, INC. 

	 	By:	
	 	 	Title:CEO 


4