Lithium Exploration Group, Inc.: Exhibit 10.40 - 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”) 

US $550,000.00 

LITHIUM EXPLORATION GROUP, INC. 
8% CONVERTIBLE REDEEMABLE
NOTE 
DUE September 19, 2017

FOR VALUE RECEIVED, Lithium Exploration Group, Inc. (the
“Company”) promises to pay to the order of JDF CAPITAL INC. and its authorized
successors and permitted assigns ("Holder"), the aggregate principal face
amount of Five Hundred Fifty Thousand Dollars exactly (U.S. $550,000.00) on
September 19, 2017 ("Maturity Date") and to pay interest on the principal
amount outstanding hereunder at the rate of 8% per annum commencing on September
19, 2016. 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 96
Village Center Drive, Freehold, NJ 07728, 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.     The Company
shall be entitled to withhold from all payments any amounts required to be
withheld under applicable laws. 

3.     This Note
may be transferred or exchanged only in compliance with the Securities Act of
1933, as amended ("Act") and applicable state securities laws. Any
attempted 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 is entitled, at its option,
at any time after cash payment, 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 65% of the lowest closing bid price of
the Common Stock as reported on the National Quotations Bureau OTCQB 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 lower of (i)
twenty prior trading days immediately preceding the
issuance date of this note or (ii) the twenty prior trading days
including the day upon which a Notice of Conversion is received by the Company
or its transfer agent (provided such Notice of Conversion is delivered by fax or
other electronic method of communication to the Company or its transfer agent
after 4 P.M. Eastern Standard or Daylight Savings Time if the Holder wishes to
include the same day closing price). If the shares have not been delivered
within 3 business days, the Notice of Conversion may be rescinded. Such
conversion shall be effectuated by the Company delivering the shares of Common
Stock to the Holder within 3 business days of receipt by the Company of the
Notice of Conversion. Accrued but unpaid interest shall be subject to
conversion. No fractional shares or scrip representing fractions of shares will
be issued on conversion, but the number of shares issuable shall be rounded to
the nearest whole share. 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 shall be decreased to 50% instead of
60% while that “Chill” is in effect. In no event shall the Holder be allowed
to effect a conversion if such conversion, along with all other shares of
Company Common Stock beneficially owned by the Holder and its affiliates would
exceed 9.9% of the outstanding shares of the Common Stock of the Company.


(b)     Interest
on any unpaid principal balance of this Note shall be paid at the rate of 8% per
annum. Interest shall be paid by the Company in Common Stock ("Interest Shares"). Holder may, at any time, 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.

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(c)     During the
first six months this Note is in effect, the Company may redeem this Note by
paying to the Holder an amount of 135% of the face amount plus any accrued
interest. The redemption must be closed and paid for within 3 business days of
the Company sending the redemption demand or the redemption will be invalid and
the Company may not redeem this Note. This Note may not be redeemed after 180
days. The redemption must be closed and paid for within 3 business days of the
Company sending the redemption demand or the redemption will be invalid and the
Company may not redeem this Note. 

(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. 

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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.     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 bankruptcy
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 one hundred thousand dollars ($100,000) in the aggregate, shall be
entered or filed against the Company or any of its properties or other assets
and shall remain unpaid, un-vacated, 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 de-fault within the appropriate grace period; or 

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(i)     The
Company shall have its Common Stock delisted from an exchange (including the OTC
Market 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 or ceases
to file its 1934 act reports with the SEC; 

(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 12, within 3
business days of the request of the Holder. 

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

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

Then, or at any time thereafter, unless cured within 5 days,
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, enforce 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), 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%. Further, if a breach of Section 8(m) occurs or is continuing
after the 6 month anniversary of the Note, then the Holder shall be entitled to
use the lowest closing bid price during the delinquency period as a base price
for the conversion. For example, if the lowest closing bid price during the
delinquency period is $0.01 per share and the conversion discount is 50% the
Holder may elect to convert future conversions at $0.005 per share. If this Note
is not paid at maturity, the outstanding principal due under this Note shall increase by 10%.

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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.

Make-Whole for Failure to Deliver Loss. At the Holder’s
election, if the Company fails for any reason to deliver to the Holder the
conversion shares by the 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. 

9.     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.


10.     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. 

11.    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 opinion to allow for salability of the conversion shares
or (ii) accept such opinion from Holder’s counsel. 

12.    The Company
shall issue irrevocable transfer agent instructions reserving 274,535,000 shares
of its Common Stock for conversions under this Note and another $140,000 note of
even date herewith (the “Share Reserve”). Upon full conversion of this Note, any
shares remaining in the Share Reserve shall be cancelled. The Company shall pay
all transfer agent costs associated with issuing and delivering the share
certificates to Holder. If such amounts are to be paid by the Holder, it may
deduct such amounts from the Conversion Price. The company should at all times
reserve a minimum of three times the amount of shares required if the note would
be fully converted. The Holder may reasonably request increases from time to
time to reserve such amounts. The Company will instruct its transfer agent to
provide the outstanding share information to the Holder in connection with its
conversions. 

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13.    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.

14.    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 or in
the Federal courts sitting in the county or city 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. 

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


Dated: September 19,, 2016 

	 	LITHIUM EXPLORATION GROUP, INC 
	 	 	 
	 	
      By: 
	 
	 	 	
      Title: CEO 




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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:
______________________________________________________________________________________________________________________________________

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