Lithium Exploration Group, Inc. - Exhibit 10.46 - Filed by newsfilecorp.com






LITHIUM EXPLORATION GROUP, INC. 
10% CONVERTIBLE
PROMISSORY NOTE 


PARTIAL REPLACEMENT NOTE- ORGINALLY ISSUED IN THE AMOUNT OF
$672,000 
ON JULY 22, 2014 


	Effective Date September 7, 2016 	US $53,919.68 
	 	 
	Due September 7, 2017 	  


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

FOR VALUE RECEIVED Lithium Exploration Group, Inc. (the
“Company”) promises to pay to the order of Concord Holding Group, LLC,
and its authorized successors and permitted assigns ("Holder"), the
aggregate principal face amount of Fifty Three Thousand Nine Hundred and
Nineteen dollars and sixty eight cents exactly (U.S. $53,919.68) on September 7,
2017 ("Maturity Date"). The Company will pay interest on the principal
amount outstanding at the rate of 10% per annum, which will commence on
September 7, 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 1080 Bergen St., Suite 240, Brooklyn, NY 11216, initially, and if changed,
last appearing on the records of the Company as designated in writing by the
Holder hereof from time to time. The Company will pay each interest payment and
the outstanding principal due upon this Note before or on the Maturity Date,
less any amounts required by law to be deducted or withheld, to the Holder of
this Note by check or wire transfer addressed to such Holder at the last address
appearing on the records of the Company. The forwarding of such check or wire
transfer shall constitute a payment of outstanding principal hereunder and shall
satisfy and discharge the liability for principal on this Note to the extent of
the sum represented by such check or wire transfer. Interest shall be payable in
Common Stock (as defined below) pursuant to paragraph 4(b) herein. 

                    
This Note is subject to the following additional provisions: 

                    
1.        This Note is exchangeable for an
equal aggregate principal amount of Notes of different authorized denominations, as requested by
the Holder surrendering the same. No service charge will be made for such
registration or transfer or exchange, except that Holder shall pay any tax or
other governmental charges payable in connection therewith. 




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

                    
3.          This Note may only be
transferred or exchanged in compliance with the Securities Act of 1933, as
amended ("Act") and any applicable state securities laws. All attempts
transfer to a non-qualifying party shall be treated by the Company as void.
Prior to due presentment for transfer of this Note, the Company and any agent of
the Company may treat the person in whose name this Note is duly registered on
the Company's records as the owner hereof for all other purposes, whether or not
this Note be overdue, and neither the Company nor any such agent shall be
affected or bound by notice to the contrary. Any Holder of this Note electing to
exercise the right of conversion set forth in Section 4(a) hereof, in addition
to the requirements set forth in Section 4(a), and any prospective transferee of
this Note, also is required to give the Company written confirmation that this
Note is being converted ("Notice of Conversion") in the form annexed
hereto as Exhibit A. The date of receipt (including receipt by telecopy)
of such Notice of Conversion shall be the Conversion Date.

            1.                   
4.        (a) The Holder of this Note has the
option, upon the issuance date of the stock, to convert all or any amount of the
principal face amount of this Note then outstanding into shares of the Company's
common stock (the "Common Stock") at a price ("Conversion Price")
for each share of Common Stock equal to the lesser of $0.0005 or 50% discount of
the lowest trading price of the Common Stock as reported on
the National Quotations Bureau OTC Markets exchange which the Company’s shares
are traded or any exchange upon which the Common Stock may be traded in the
future ("Exchange"), for the twenty prior
trading days, including the day upon which a Notice of Conversion is
received by the Company (provided such Notice of Conversion is delivered by fax
or other electronic method of communication to the Company after 4 P.M. Eastern
Standard or Daylight Savings Time if the Holder wishes to include the same day
closing price), or the issuance date of the Note. The Notice of Conversion may
be rescinded if the shares have not been delivered within 3 business days. The
Company shall deliver the shares of Common Stock to the Holder within 3 business
days of receipt by the Company of the Notice of Conversion. The Holder shall
surrender this Note to the Company upon receipt of the shares of Common Stock,
executed by the Holder. This will make clear the Holder's intention to convert
this Note or a specified portion hereof, and accompanied by proper assignment
hereof in blank. Accrued but unpaid interest shall be subject to conversion. The
number of issuable shares will be rounded to the nearest whole share, and no
fractional shares or scrip representing fractions of shares will be issued on
conversion. To the extent the Conversion Price of the Company’s Common Stock
closes below the par value per share, the Company will take all steps necessary
to solicit the consent of the stockholders to reduce the par value to the lowest
value possible under law. The Company agrees to honor all conversions submitted pending this
increase. In the event the Company experiences a DTC “Chill” on its
shares, the conversion price discount shall be increased to 60% while that “Chill” is in effect. Notwithstanding anything to
the contrary contained in the Note (except as set forth below in this Section),
the Note shall not be convertible by Investor, and Company shall not effect any
conversion of the Note or otherwise issue any shares of Common Stock to the
extent (but only to the extent) that Investor together with any of its
affiliates would beneficially own in excess of 9.99% (the “Maximum
Percentage”) of the Common Stock outstanding. To the extent the foregoing
limitation applies, the determination of whether a Note shall be convertible
(vis-à-vis other convertible, exercisable or exchangeable securities owned by
Investor or any of its affiliates) and of which such securities shall be
convertible, exercisable or exchangeable (as among all such securities owned by
Investor and its affiliates) shall, subject to such Maximum Percentage
limitation, be determined on the basis of the first submission to Company for
conversion, exercise or exchange (as the case may be). No prior inability to
convert a Note, or to issue shares of Common Stock, pursuant to this Section
shall have any effect on the applicability of the provisions of this Section
with respect to any subsequent determination of convertibility. For purposes of
this Section, beneficial ownership and all determinations and calculations
(including, without limitation, with respect to calculations of percentage
ownership) shall be determined in accordance with Section 13(e) of the 1934 Act
(as defined below) and the rules and regulations promulgated thereunder. The
provisions of this Section shall be implemented in a manner otherwise than in
strict conformity with the terms of this Section to correct this Section (or any
portion hereof) which may be defective or inconsistent with the intended Maximum
Percentage beneficial ownership limitation herein contained or to make changes
or supplements necessary or desirable to properly give effect to such Maximum
Percentage limitation. The limitations contained in this Section shall apply to
a successor holder of this Note and shall be unconditional, irrevocable and
non-waivable. For any reason at any time, upon the written or oral request of
Investor, Company shall within one (1) business day confirm orally and in
writing to Investor the number of shares of Common Stock then outstanding,
including by virtue of any prior conversion or exercise of convertible or
exercisable securities into Common Stock, including, without limitation,
pursuant to this Note. During the first six months, this Note is in effect, the
Investor may not convert this Note pursuant to this paragraph. 




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

                                  
(c)        This Note may not be prepaid. 

                                  
(d)        Upon (i) a transfer of all or
substantially all of the assets of the Company to any person in a single
transaction or series of related transactions, (ii) a reclassification, capital
reorganization or other change or exchange of outstanding shares of the Common Stock, other than a forward or reverse stock split
or stock dividend, or (iii) any consolidation or merger of the Company with or
into another person or entity in which the Company is not the surviving entity
(other than a merger which is effected solely to change the jurisdiction of
incorporation of the Company and results in a reclassification, conversion or
exchange of outstanding shares of Common Stock solely into shares of Common
Stock) (each of items (i), (ii) and (iii) being referred to as a "Sale Event"),
then, in each case, the Company shall, upon request of the Holder, redeem this
Note in cash for 150% of the principal amount, plus accrued but unpaid interest
through the date of redemption, or at the election of the Holder, such Holder
may convert the unpaid principal amount of this Note (together with the amount
of accrued but unpaid interest) into shares of Common Stock immediately prior to
such Sale Event at the Conversion Price. 




                                  
(e)        In case of any Sale Event (not to
include a sale of all or substantially all of the Company’s assets) in
connection with which this Note is not redeemed or converted, the Company shall
cause effective provision to be made so that the Holder of this Note shall have
the right thereafter, by converting this Note, to purchase or convert this Note
into the kind and number of shares of stock or other securities or property
(including cash) receivable upon such reclassification, capital reorganization
or other change, consolidation or merger by a holder of the number of shares of
Common Stock that could have been purchased upon exercise of the Note and at the
same Conversion Price, as defined in this Note, immediately prior to such Sale
Event. The foregoing provisions shall similarly apply to successive Sale Events.
If the consideration received by the holders of Common Stock is other than cash,
the value shall be as determined by the Board of Directors of the Company or
successor person or entity acting in good faith. 

                    
5.          No provision of this
Note shall alter or impair the obligation of the Company, which is absolute and
unconditional, to pay the principal of, and interest on, this Note at the time,
place, and rate, and in the form, herein prescribed. 

                    
6.          The Company hereby
expressly waives demand and presentment for payment, notice of non-payment,
protest, notice of protest, notice of dishonor, notice of acceleration or intent
to accelerate, and diligence in taking any action to collect amounts called for
hereunder and shall be directly and primarily liable for the payment of all sums
owing and to be owing hereto. 

                    
7.          The Company agrees to
pay all costs and expenses, including reasonable attorneys' fees and expenses,
which may be incurred by the Holder in collecting any amount due under this
Note. 

                     8.         
While this Note is outstanding and to the extent the Company grants any other
party more favorable investment terms (whether via interest rate, original issue
discount, conversion discount or look-back period), the terms of the Note shall
automatically adjust to match those more favorable terms. 




                    
9.          If one or more of the
following described "Events of Default" shall occur: 

                                  
(a)        The Company shall default in the
payment of principal or interest on this Note or any other note issued to the
Holder by the Company; or 

                                  
(b)        Any of the representations or
warranties made by the Company herein or in any certificate or financial or
other written statements heretofore or hereafter furnished by or on behalf of
the Company in connection with the execution and delivery of this Note, or the
Securities Purchase Agreement under which this note was issued shall be false or
misleading in any respect; or 

                                  
(c)        The Company shall fail to perform
or observe, in any respect, any covenant, term, provision, condition, agreement
or obligation of the Company under this Note or any other note issued to the
Holder; or 

                                  
(d)        The Company shall (1) become
insolvent; (2) admit in writing its inability to pay its debts generally as they
mature; (3) make an assignment for the benefit of creditors or commence
proceedings for its dissolution; (4) apply for or consent to the appointment of
a trustee, liquidator or receiver for its or for a substantial part of its
property or business; (5) file a petition for relief, consent to the filing of
such petition or have filed against it an involuntary petition for bankruptcy
relief, all under federal or state laws as applicable; or 

                                  
(e)        A trustee, liquidator or receiver
shall be appointed for the Company or for a substantial part of its property or
business without its consent and shall not be discharged within sixty (60) days
after such appointment; or 

                                  
(f)        Any governmental agency or any
court of competent jurisdiction at the instance of any governmental agency shall
assume custody or control of the whole or any substantial portion of the
properties or assets of the Company; or 

                                  
(g)        One or more money judgments, writs
or warrants of attachment, or similar process, in excess of one hundred sixteen
thousand dollars ($116,000) in the aggregate, shall be entered or filed against
the Company or any of its properties or other assets and shall remain unpaid,
unvacated, unbonded or unstayed for a period of fifteen (15) days or in any
event later than five (5) days prior to the date of any proposed sale
thereunder; or 

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

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




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

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

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

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

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

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

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

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), (k),
or (l) the outstanding principal due under this Note shall increase by 50%. If
this Note is not paid at maturity, the outstanding principal due under this Note
shall increase by 10%. Concord is waiving all defaults that would take effect
through entering this agreement through Jan 1, 2017. Any default, once cured, will be considered a default
going forward. 




If the Holder shall commence an action or proceeding to enforce
any provisions of this Note, including, without limitation, engaging an
attorney, then if the Holder prevails in such action, the Holder shall be
reimbursed by the Company for its attorneys’ fees and other costs and expenses
incurred in the investigation, preparation and prosecution of such action or
proceeding.

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


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

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

                    
10.        In case any provision of this Note
is held by a court of competent jurisdiction to be excessive in scope or
otherwise invalid or unenforceable, such provision shall be adjusted rather than
voided, if possible, so that it is enforceable to the maximum extent possible,
and the validity and enforceability of the remaining provisions of this Note
will not in any way be affected or impaired thereby. 

                    
11.        Neither this Note nor any term
hereof may be amended, waived, discharged or terminated other than by a written
instrument signed by the Company and the Holder. 

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

                    
13.        The Company shall reserve
432,000,000 shares of Common Stock for conversions under this Note (the “Share
Reserve”). The investor shall have the right to periodically request that the
number of Reserved Shares be increased so that the number of Reserved Shares at
least equals 400% of the number of shares of Company common stock
issuable upon conversion of the Note. The Company shall pay all costs associated
with issuing and delivering the shares. At all times, the reserve shall be
maintained with the Trans-fer Agent at four times the amount of shares required if the
Note would be fully converted. If the Company defaults on these terms, the
conversion discount will increase to 60%. 




                    
14.        The Company will give the Holder
direct notice of any corporate actions, including but not limited to name
changes, stock splits, recapitalizations etc. This notice shall be given to the
Holder as soon as possible under law.

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

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

Dated: September 7, 2016 

	 	LITHIUM EXPLORATION GROUP, INC. 
	 	 
	 	


 




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:
_________________________________________________________________________________________