Lithium Exploration Group, Inc. - Exhibit 10.105 - 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”) 

          

        

      

    

  



LITHIUM EXPLORATION GROUP, INC. 
10% CONVERTIBLE
PROMISSORY NOTE 
DUE MAY 15, 2018 
BACK END NOTE



	Effective Date May 15, 2017 	US $343,200.00 
	 	 
	Due May 15, 2018 	  


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

FOR VALUE RECEIVED Lithium Exploration Group, Inc. (the
“Company”) promises to pay to the order of Concord Holding Group, LLC,
and its authorized successors and permitted assigns ("Holder"), the
aggregate principal face amount of Three Hundred Forty Three Thousand Two
Hundred Dollars exactly (U.S. $343,200.00) on May 15, 2018 ("Maturity
Date"). The Company will pay interest on the principal amount outstanding at
the rate of 10% per annum, which will commence on May 15, 2017. The Company
acknowledges that this Note was issued with a $31,200.00 original issue discount
(“OID”) such that the issuance price was $312,000.00 as well as document prep
fees of $12,000.00 (deducted from the amount funded). The interest will be paid
to the Holder in whose name this Note is registered on the records of the
Company regarding registration and transfers of this Note. The principal of, and
interest on, this Note are payable at 1080 Bergen St., Suite 240, Brooklyn, NY
11216, initially, and if changed, last appearing on the records of the Company
as designated in writing by the Holder hereof from time to time. The Company will pay each interest payment and the
outstanding principal due upon this Note before or on the 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. 

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

                          3.       
This Note may only be transferred or exchanged in compliance with the Securities
Act of 1933, as amended ("Act") and any applicable state securities laws.
All attempts transfer to a 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 has the
option, upon the issuance date of the stock, to convert all or any amount of the
principal face amount of this Note then outstanding into shares of the Company's
common stock (the "Common Stock") at a price ("Conversion Price")
for each share of Common Stock equal to the lesser of $0.005 or 50% discount of
the lowest trading price of the Common
Stock as reported on the National Quotations Bureau OTC Markets exchange which
the Company’s shares are traded or any exchange upon which the Common Stock may
be traded in the future ("Exchange"), for the (i) twenty prior trading days, including the day
upon which a Notice of Conversion is received by the Company (provided such
Notice of Conversion is delivered by fax or other electronic method of
communication to the Company after 4 P.M. Eastern Standard or Daylight Savings
Time if the Holder wishes to include the same day closing price), or (ii) the twenty prior trading days immediately preceding the
issuance date of this Note. The Notice of Conversion may be rescinded if the
shares have not been delivered within 3 business days. The Company shall deliver
the shares of Common Stock to the Holder within 3 business days of receipt by
the Company of the Notice of Conversion. The Holder shall surrender this Note to the Company upon receipt of the shares
of Common Stock, executed by the Holder. This will make clear the Holder's
intention to convert this Note or a specified portion hereof, and accompanied by
proper assignment hereof in blank. Accrued but unpaid interest shall be subject
to conversion. The number of issuable shares will be rounded to the nearest
whole share, and no fractional shares or scrip representing fractions of shares
will be issued on conversion. To the extent the Conversion Price of the
Company’s Common Stock closes below the par value per share, the Company will
take all steps necessary to solicit the consent of the stockholders to reduce
the par value to the lowest value possible under law. The Company agrees to
honor all conversions submitted pending this increase. In the event the
Company experiences a DTC “Chill” on its shares, the conversion price discount
shall be increased to 60% while that “Chill” is in effect. Notwithstanding
anything to the contrary contained in the Note (except as set forth below in
this Section), the Note shall not be convertible by Investor, and Company shall
not effect any conversion of the Note or otherwise issue any shares of Common
Stock to the extent (but only to the extent) that Investor together with any of
its affiliates would beneficially own in excess of 9.99% (the “Maximum
Percentage”) of the Common Stock outstanding. To the extent the foregoing
limitation applies, the determination of whether a Note shall be convertible
(vis-à-vis other convertible, exercisable or exchangeable securities owned by
Investor or any of its affiliates) and of which such securities shall be
convertible, exercisable or exchangeable (as among all such securities owned by
Investor and its affiliates) shall, subject to such Maximum Percentage
limitation, be determined on the basis of the first submission to Company for
conversion, exercise or exchange (as the case may be). No prior inability to
convert a Note, or to issue shares of Common Stock, pursuant to this Section
shall have any effect on the applicability of the provisions of this Section
with respect to any subsequent determination of convertibility. For purposes of
this Section, beneficial ownership and all determinations and calculations
(including, without limitation, with respect to calculations of percentage
ownership) shall be determined in accordance with Section 13(e) of the 1934 Act
(as defined below) and the rules and regulations promulgated thereunder. The
provisions of this Section shall be implemented in a manner otherwise than in
strict conformity with the terms of this Section to correct this Section (or any
portion hereof) which may be defective or inconsistent with the intended Maximum
Percentage beneficial ownership limitation herein contained or to make changes
or supplements necessary or desirable to properly give effect to such Maximum
Percentage limitation. The limitations contained in this Section shall apply to
a successor holder of this Note and shall be unconditional, irrevocable and
non-waivable. For any reason at any time, upon the written or oral request of
Investor, Company shall within one (1) business day confirm orally and in
writing to Investor the number of shares of Common Stock then outstanding,
including by virtue of any prior conversion or exercise of convertible or
exercisable securities into Common Stock, including, without limitation,
pursuant to this Note. During the first six months, this Note is in effect, the
Investor may not convert this Note pursuant to this paragraph. The conversion
discount and look-back period will be adjusted downward (i.e. for the benefit of
the Holder) if the Company offers a more favorable conversion discount (whether
via interest rate, OID, lower ceiling price or otherwise) or look-back period to
another party while this note is in effect and the Holder will also get the
benefit of any other term (for a example a higher prepay) granted to any third
party while this Note is in effect. 

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




                                 (c)       
This Note may not be prepaid. 

                                 (d)       
Upon (i) a transfer of all or substantially all of the assets of the Company to
any person in a single transaction or series of related transactions, (ii) a
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. 

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

                   9.       
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 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 Three Hundred Forty
Three Thousand Two Hundred dollars ($343,200.00) in the aggregate, shall be
entered or filed against the Company or any of its properties or other assets
and shall remain unpaid, unvacated, unbonded or unstayed for a period of fifteen
(15) days or in any event later than five (5) days prior to the date of any
proposed sale thereunder; or 

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




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

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

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

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

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

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

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

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

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

                             
(r)        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. 

Then, or at any time thereafter, unless cured within 5 days,
(except for 9(q) and 9(r) 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, en-force 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(n) shall be an increase of the
outstanding principal amounts by 20%. In case of a breach of Section 8(i), (k),
or (l) the outstanding principal due under this Note shall increase by 50%. If
this Note is not paid at maturity, the outstanding principal due under this Note
shall increase by 10%. 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.




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


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

The Company must pay the Failure to Deliver Loss by cash
payment, and any such cash payment must be made by the third business day from
the time of the Holder’s written notice to the Company. 

                   10.    
 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. 

                   11.     
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. 

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

                   13.     
The Company shall reserve 316,000,000 shares of Common Stock for conversions
under this Note (the “Share Reserve”). The investor shall have the right to
periodically request that the number of Reserved Shares be increased so that the
number of Reserved Shares at least equals 400% of the number of shares of
Company common stock issuable upon conversion of the Note. The Company shall pay
all costs associated with issuing and delivering the shares. At all times, the
reserve shall be maintained with the Transfer Agent at four times the amount of
shares required if the Note would be fully converted. If the Company defaults on
these terms, the conversion discount will increase to 60%. 




                          14.     
The Company will give the Holder direct notice of any corporate 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.

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

 

 

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

Dated: 5/15/17 

LITHIUM EXPLORATION GROUP, INC. 

	 	By:	 
	 	 	Title: CEO 






EXHIBIT A 

NOTICE OF CONVERSION 

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

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

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

Date of Conversion: ________________________________________________________________________

  Applicable Conversion Price:
_________________________________________________________________

Signature:
________________________________________________________________________________
                                                                  
[Print Name of Holder and Title of Signer] 
Address:
_________________________________________________________________________________
                
_________________________________________________________________________________

SSN or EIN:
___________________________________________________
Shares are to be
registered in the following name:
________________________________________________________________


Name:
___________________________________________________________________________________
Address:
_________________________________________________________________________________
Tel:
_________________________________________________________
Fax:
_________________________________________________________
SSN or EIN:
___________________________________________________

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


Account Name:
____________________________________________________________________________
Address:
_________________________________________________________________________________