Lithium Exploration Group, Inc. - Exhibit 10.148 - Filed by newsfilecorp.com





PURCHASE AGREEMENT 

                      THIS
PURCHASE AGREEMENT, dated as of January 29, 2017, is entered into by and
among Lithium Exploration Group, Inc., a Nevada corporation (the "Company"), and
JDF Capital Inc. (the "Purchaser"). 

WITNESSETH: 

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


                    
WHEREAS, the Purchaser wishes to purchase a 10% Original Issue Discount
(“OID) Convertible Promissory Note of the Company (the "Note"), in the original
principal amount of $57,750.00, subject to and upon the terms and conditions of
this Agreement and acceptance of this Agreement by the Company, on the terms and
conditions referred to herein. 

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

                    
1.        AGREEMENT
TO PURCHASE; PURCHASE PRICE. 

                    
a.       
Purchase. 

                    
(i)        Subject to the terms and
conditions of this Agreement and the other Transaction Documents, the Purchaser
hereby agrees to purchase a Note in the aggregate amount of $52,500.00 (the
"Purchase Amount"), which Note shall be funded on the Closing Date as described
therein. 

                                  
$52,500.00 of the Note shall be funded directly to the company ($52,500.00 minus
$2,500.00 document prep fees) and issued by January 29, 2017 (the “Closing
Date”) 

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

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

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

1




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

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

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

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

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

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

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

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

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


                    
"Last Audited Date" means November 14, 2017. 

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

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

2




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

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

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

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


                    
"State of Incorporation" means Nevada. 

                    
"Subsidiary" means any subsidiary of the Company. 

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

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

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

                    
c.        Form of
Payment; Delivery of Certificates. 

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

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

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

3




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

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

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

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

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

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

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

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

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

4




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

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

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

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

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

5




                    
c.        Authorized
Shares. 

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

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

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

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

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

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

6




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

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

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

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

7




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

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

                     m.       
No Integrated Offering. Neither the Company nor any of its
Affiliates nor any Person acting on its or their behalf has, directly or
indirectly, at any time since December 31, 2007, made any offer or sales of any
security or solicited any offers to buy any security under circumstances that
would eliminate the availability of the exemption from registration under
Regulation D in connection with the offer and sale of the Securities as
contemplated hereby. 

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

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




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

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

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




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

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

                    
4.        CERTAIN
COVENANTS AND ACKNOWLEDGMENTS. 

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

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





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

    

  



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

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

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

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




                    
5.        TRANSFER
AGENT INSTRUCTIONS. 

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

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

                    
6.        CLOSING
DATE. 

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


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

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

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


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

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








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

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







                    
8.        CONDITIONS
TO THE PURCHASER’S OBLIGATION TO PURCHASE 

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

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

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

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

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

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

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

                    
9.       
INDEMNIFICATION AND REIMBURSEMENT. 

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

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




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

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

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




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




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

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

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




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

                    
11.      GOVERNING LAW: MISCELLANEOUS.


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

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

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

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

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

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

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

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




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

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

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

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

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

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

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

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

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


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

[Balance of page intentionally left blank] 




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

JDF CAPITAL INC 

___________________________ 
Name: John Fierro
Title:
President 


 

LITHIUM EXPLORATION GROUP, INC.