Lithium Exploration Group, Inc.: Exhibit 10.55 - 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 $35,000.00           

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

FOR VALUE RECEIVED, Lithium Exploration Group, Inc. (the
“Company”) promises to pay to the order of VES Investment Trust and its
authorized successors and permitted assigns ("Holder"), the aggregate
principal face amount of Thirty Five Thousand Dollars exactly (U.S. $35,000.00)
on October 19, 2017 ("Maturity Date") and to pay interest on the
principal amount outstanding hereunder at the rate of 8% per annum commencing on
October 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 _____________________________________________, 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. 

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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 trading price of the
Common Stock as reported on the National Quotations Bureau OTC Market 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 ten
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. 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 shall be decreased to 55% instead of 65% 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) The Notes may be prepaid without penalty. . 

                      
(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. 

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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 fifty thousand dollars ($50,000) 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 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; 

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(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; or 

                      
(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 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.

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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
shares of its Common Stock for conversions under this Note(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 the Holder, as well as
maintaining the Share Reserve. If such amounts are to be paid by the Holder, it
may deduct such amounts from the Conversion Price. The Company will instruct its
transfer agent to provide the outstanding share information to the Holder in
connection with its conversions. 

                 
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.

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14. This Note shall be governed by and construed in accordance with the laws of
Arizona applicable to contracts made and wholly to be performed within the State
of Arizona 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 Arizona or in the
Federal courts sitting in the county or city of Arizona. 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: 10/19/2016 

	 	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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