Lithium Exploration Group, Inc.: Exhibit 10.53 - Filed by newsfilecorp.com






AGREEMENT FOR PURCHASE OF DEBT 

This Agreement for Purchase of
Debt (the “Agreement”), dated as of September 2, 2016, by and between Concord
Holding Group, LLC, a New York Limited Liability Company, with its address
at 1080 Bergen St., Suite 240, Brooklyn, NY 11216 (the “Buyer”) and APG
Capital Holdings, LLC a New York limited liability company, with its address
at 300 Cadman Plaza West, 12th floor, Brooklyn NY, 11201 (the
“Seller”). 

WHEREAS: Lithium Exploration Group, Inc., a Nevada
corporation (the “Company”), issued a convertible promissory note to APG Capital
Holdings LLC on April 19, 2016 in the principal amount of $59,500.00 (the
“Original Note”); and

WHEREAS: an amount equal to at least $59,500.00 is
currently outstanding under the Debenture; and

WHEREAS: Seller has been the sole and continuous owner
of the Debenture since April 19, 2016; and

WHEREAS: The Buyer desires to purchase and the Seller
desires to sell the entire $59,500.00 Debenture plus accrued and unpaid interest
in the amount of $4,900.05 (the “Assigned Debenture”), upon the terms and
conditions set forth in this Agreement. 

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

1.     PURCHASE AND SALE OF THE
DEBENTURE. 

Upon the terms and conditions herein contained, at the Closing
(as hereinafter defined), the Seller hereby sells, assigns and transfers to the
Buyer and the Buyer agrees to purchase from the Seller the “Transferred Rights”
of the Seller and all rights thereto, free and clear of all liens, claims,
pledges, mortgages, restrictions, obligations, security interests and
encumbrances of any kind, nature and description. Transferred Rights shall mean
all rights with respect the Assigned Portion. By its signature hereto, the
Borrower accepts the assignment of the Transferred Rights to Buyer and agrees
that Buyer may convert the Transferred Rights into shares of the Company’s
common stock.

2.     CONSIDERATION. 

The purchase price for the Assigned Debenture shall be the
Buyer’s payment of $59,500 (the “Purchase Price”) to the Seller, pursuant to the
wiring instructions on Exhibit A, attached hereto.


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2.     CLOSING. 

The closing of the transactions contemplated by this Agreement
(the “Closing”) shall take place simultaneously with the delivery of the
Purchase Price via wire transfer of immediately available funds against the
assignment of the Assigned Debenture. The funds will be wired as set forth in
Exhibit A. 

3.     SELLER’S REPRESENTATIONS AND
WARRANTIES OF SELLER. The Seller hereby represents and warrants to the
Buyer as follows:

a.    
Status of the Seller and the Assigned Debenture. The Seller is the
beneficial owner of the Assigned Debenture, and the Assigned Debenture is free
and clear of all mortgages, pledges, restrictions, liens, charges, encumbrances,
security interests, obligations or other claims. The Assigned Debenture is
currently outstanding and Company informs Seller that the Assigned Debenture
represents a bona fide debt obligation of the Company. 

b.    
Authorization; Enforcement. (i) Seller has all requisite corporate power
and authority to enter into and perform the Agreement and to consummate the
transactions contemplated hereby and to sell the Assigned Debenture, in
accordance with the terms hereof, (ii) the execution and delivery of this
Agreement by the Seller and the consummation by it of the transactions
contemplated hereby (including, without limitation, the sale of the Assigned
Debenture to the Buyer) have been duly authorized by the Seller and no further
consent or authorization of the Seller or its members is required, (iii) this
Agreement has been duly executed and delivered by the Seller, and (iv) this
Agreement constitutes a legal, valid and binding obligation of the Seller
enforceable against the Seller in accordance with its terms, except as such
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation or similar laws relating to, or
affecting generally, the enforcement of creditors’ rights and remedies or by
other equitable principles of general application. 

c.    
No Conflicts. The execution, delivery and performance of this Agreement
by the Seller and the consummation by the Seller of the transactions
contemplated hereby (including, without limitation, the sale of the Assigned
Debenture to the Buyer) will not: (i) conflict with or result in a violation of
any provision of its certificate of formation or other organizational documents,
or (ii) violate or conflict with or result in a breach of any provision of, or
constitute a default (or an event which with notice or lapse of time or both
could become a default) under, or give to others any rights of termination,
amendment, acceleration or cancellation of, any agreement, Assigned Debenture,
bond, indenture or other instrument to which Seller are a party, or (iii) result
in a violation of any law, rule, regulation, order, judgment or decree
(including federal and state securities laws and regulations and regulations of
any self-regulatory organizations to which Seller are subject) applicable to
Seller or the Assigned Debenture is bound or affected. The Seller is not
required to obtain any consent, authorization or order of, or make any filing or
registration with, any court, governmental agency, regulatory agency,
self-regulatory organization or stock market or any third party in order for it
to execute, deliver or perform any of its obligations under this Agreement in
accordance with the terms hereof. 

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d.    
Title; Rule 144 Matters. Seller has good and marketable title to the
Assigned Debenture, free and clear of all liens, restrictions, pledges and
encumbrances of any kind. Seller is not currently, and has not been for a period
of at least 90 days preceding the date of this Agreement, an “Affiliate” of the
Company, as that term is defined in Rule 144 of the Securities Act of 1933, as
amended (the “1933 Act”), as such Buyer will be able to track the holding period
of the Seller.

5.     CONSENT OF THE
COMPAY. 

The Company, as evidence by its signature on this Agreement,
hereby represents and warrants that, upon delivery to the Company of the
Assigned Debenture, the Company shall promptly cause to be issued to and in the
name of Buyer one of more new executed Debentures in the aggregate amount of
$59,500.00 plus $4,900.05 in interest, but otherwise having the sale terms
(including, but not necessarily limited to, referring to the original issue
date) as in the Debenture. The Debenture may contain the same restrictive legend
as provided in the original Debenture, but no stop transfer order. The Assigned
Debenture is currently outstanding in the entire amount stated and represents a
bona fide debt obligation of the Company. 

The signature by the Company also represents the Company’s
agreement to treat Buyer as a party to, and having all the rights of the Seller
with respect to the Transferred Rights. 

6.     REPRESENTATIONS, WARRANTIES
AND ACKNOWLEDGEMENTS OF THE BUYER.

The Buyer hereby represents warrants and acknowledges to the
Seller as follows:

a.    
Sophisticated Investor. The Buyer has sufficient knowledge and experience
of financial and business matters, is able to evaluate the merits and risks of
the partial purchase of the Debenture and has had substantial experience in
previous private and public purchases of securities. The Buyer is an accredited
investor as that term is defined in Rule 501(a) of Regulation D, promulgated
under the Securities Act. 

b.    
Authorization; Enforcement. (i) Buyer has all requisite corporate power
and authority to enter into and perform the Agreement and to consummate the
transactions contemplated hereby and to purchase each Debenture, in accordance
with the terms hereof, (ii) the execution and delivery of this Agreement by the
Buyer and the consummation by it of the transactions contemplated hereby
(including, without limitation, the purchase of the Debenture by the Buyer) have
been duly authorized by the Buyer and no further consent or authorization of the
Buyer or its members is required, (iii) this Agreement has been duly executed
and delivered by the Buyer, and (iv) this Agreement constitutes a legal, valid
and binding obligation of the Buyer enforceable against the Buyer in accordance
with its terms, except as such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium, liquidation or similar laws relating to,
or affecting generally, the enforcement of creditors’ rights and remedies or by
other equitable principles of general application. 

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c.    
No Conflicts. The execution, delivery and performance of this Agreement
by the Buyer and the consummation by the Buyer of the transactions contemplated
hereby will not: (i) conflict with or result in a violation of any provision of
its certificate of formation or other organizational documents, or (ii) violate
or conflict with or result in a breach of any provision of, or constitute a
default (or an event which with notice or lapse of time or both could become a
default) under, or give to others any rights of termination, amendment,
acceleration or cancellation of, any agreement, Debenture, bond, indenture or
other instrument to which Buyer is a party, or (iii) result in a violation of
any law, rule, regulation, order, judgment or decree (including federal and
state securities laws and regulations and regulations of any self-regulatory
organizations to which Buyer is subject) applicable to Seller or the Assigned
Debenture is bound or affected. The Buyer is not required to obtain any consent,
authorization or order of, or make any filing or registration with, any court,
governmental agency, regulatory agency, self-regulatory organization or stock
market or any third party in order for it to execute, deliver or perform any of
its obligations under this Agreement in accordance with the terms hereof. 

7.     MISCELLANEOUS 

a.    
Binding Effect; Benefits. This Agreement shall inure to the benefit of,
and shall be binding upon, the parties hereto and their respective successors
and permitted assigns. Except as otherwise set forth herein, this Agreement may
not be assigned by any party hereto without the prior written consent of the
other party hereto. Except as otherwise set forth herein, nothing in this
Agreement, expressed or implied, is intended to confer on any person other than
the parties hereto or their respective successors and permitted assigns any
rights, remedies, obligations or liabilities under or by any reason of this
Agreement. 

b.    
Notices. All notices, requests, demands and other communications which
are required to be or may be given under this Agreement shall be in writing and
shall be deemed to have been duly given when delivered in person, or transmitted
by telecopy or telex, or upon receipt after dispatch by certified or registered
first class mail, postage prepaid, return receipt requested, to the party to
whom the same is so given or made, at the following addresses (or such others as
shall be provided in writing hereafter):

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(a) If to the Buyer to:

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

(b) If to the Seller to:

APG Capital Holdings, LLC
300
Cadman Plaza West, 12th floor
Brooklyn, NY, 11201
Attn:
Manager


c.    
Entire Agreement. This Agreement constitutes the entire agreement and
supersedes all prior agreements and understandings, oral and written, between
the parties hereto with respect to the subject matter hereof. 

d.    
Further Assurances. After the Closing, at the request of either party,
the other party shall execute, acknowledge and deliver, without further
consideration, all such further assignments, conveyances, endorsements, deeds,
powers of attorney, consents and other documents and take such other action as
may be reasonably requested to consummate the transactions contemplated by this
Agreement. 

e.    
Headings. The section and other headings contained in this Agreement are
for reference purposes only and shall not be deemed to be part of this Agreement
or to affect the meaning or interpretation of this Agreement. 

f.    
Counterparts. This Agreement may be executed in any number of
counterparts and by facsimile, each of which, when executed, shall be deemed to
be an original and all of which together shall be deemed to be one and the same
instrument. 

g.    
Governing Law. This Agreement shall be construed as to both validity and
performance and enforced in accordance with and governed by the laws of the
State of New York, without giving effect to the conflicts of law principles
thereof. 

h.    
Severability. If any term or provision of this Agreement shall to any
extent be invalid or unenforceable, the remainder of this Agreement shall not be
affected thereby, and each term and provision of the Agreement shall be valid
and enforced to the fullest extent permitted by law. 

i.    
Amendments. This Agreement may not be modified or changed except by an
instrument or instruments in writing executed by the parties hereto. 

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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the date first above written. 

BUYER: 

Concord Holding Group, LLC 

By: _____________________

SELLER: 

APG Capital Holdings, LLC 

By: _____________________

ACCEPTED AND AGREED:

Lithium Exploration Group, Inc. 

By: ____________________
Alex Walsh

Title: __________________


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Exhibit A
APG Wire Transfer Instructions

Name of Bank: Bank of America 

Routing Number (Wire): 026009593 

Account Number: 483060490455

	Account Name:	APG Capital Holdings LLC 
	 	300 Cadman Plaza West, 12th fl.
  
	 	Brooklyn, NY 11201 


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NON-AFFILIATION LETTER 

September 2, 2016

Counsel to Concord Holding Group, LLC

Gentlemen:

Please let this letter serve as confirmation that neither APG
Capital Holdings, LLC, nor its beneficial owner(s), is now, or has been during
the immediately preceding 90 days, an officer, director, 10% or more
shareholder, or in any other way an “affiliate” (as that term is defined in Rule
144(a)(1) adopted pursuant to the Securities Act of 1933, as amended) of Lithium
Exploration Group, Inc., a Nevada corporation.

Very truly yours,

APG Capital Holdings, Inc. 

By: /s/Nochum Greenberg             

Name: Nochum Greenberg             

Title: Manager                                 

ACCEPTED AND AGREED: 

Lithium Exploration Group, LLC. 

By: /s/Alexander Walsh                 

Name: Alexander Walsh                 

Title: CEO                                        

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