Lithium Exploration Group, Inc.: Exhibit 10.45 - 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 JDF
Capital, Inc. on July 22, 2014 in the principal amount of $672,000.00 (the
“Original Note”); and

WHEREAS: On April 19, 2016 JDF Capital, Inc. entered
into an agreement to sell and assign a portion of the Original Note, consisting
of $50,000.00 in principal (the “Assigned Amount”), to the Seller;

WHEREAS: On April 19, 2016, the Company issued a
replacement convertible promissory note in the principal amount of $50,000.00
(the “Debenture”), to replace the Assigned Amount; and

WHEREAS: an amount equal to at least $50,000.00 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 $50,000.00 Debenture plus accrued and unpaid interest
in the amount of $3,919.68 (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.


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2.     CONSIDERATION. 

The purchase price for the Assigned Debenture shall be the
Buyer’s payment of $50,000 (the “Purchase Price”) to the Seller, pursuant to the
wiring instructions on Exhibit A, attached hereto.

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
$50,000.00 plus $3,919.68 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. 

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

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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