Lithium Exploration Group, Inc.: Exhibit 10.57 - Filed by newsfilecorp.com





SECURITIES PURCHASE AGREEMENT 

This SECURITIES PURCHASE AGREEMENT (the “Agreement”),
dated as of October 31, 2016, by and between Lithium Exploration Group, Inc.,
a Nevada corporation, with headquarters located at 3800 North Central
Avenue, Suite 820, Phoenix, AZ 85012, (the “Company”), and Concord Holding
Group, LLC, A New York limited liability company with its executive offices
located at 1080 Bergen St., Suite 240, Brooklyn, NY 11216 (the “Buyer). 

WHEREAS:

          A.
The Company and the Buyer are executing and delivering this Agreement in
reliance upon the exemption from securities registration afforded by the rules
and regulations as promulgated by the United States Securities and Exchange
Commission (the “SEC”) under the Securities Act of 1933, as amended (the “1933
Act”);

          B.
Buyer desires to purchase and the Company desires to issue and sell, upon the
terms and conditions set forth in this Agreement a 10% convertible note of the
Company, in the form attached hereto as Exhibit A in the aggregate principal
amount of $163,334.00 which shall contain a $16,334.00 OID such that the
issuance price shall be $147,000.00 plus interest and penalties if any become
due and payable on October 31, 2017, convertible into shares of common stock,
$0.001 par value per share, of the Company (the “Common Stock”), upon the terms
and subject to the limitations and conditions set forth in such Note.

          C.
The Buyer wishes to purchase, upon the terms and conditions stated in this
Agreement, such principal amount of Note as is set forth immediately below its
name on the signature pages hereto; and

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

          1.
Purchase and Sale of Note. 

                    a.
Purchase of Note. On the Closing Date (as defined below), the Company
shall issue and sell to the Buyer and the Buyer agrees to purchase from the
Company such principal amount of the Note as is set forth immediately below the
Buyer’s name on the signature pages hereto. 

_____

Company Initials




                    b.
Form of Payment. On the Closing Date (as defined below), the (A) Buyer
shall (i) pay the purchase price for the Note to be issued and sold to it at the
Closing (as defined below) (the “Purchase Price”) by wire transfer of
immediately available funds to the Company, in accordance with the Company’s
written wiring instructions, against delivery of the Note in the principal
amount equal to the Purchase Price as is set forth immediately below the Buyer’s
name on the signature pages hereto and (B) the Company shall deliver such duly
executed Note on behalf of the Company, to the Buyer, against delivery of such
Purchase Price and Buyer Note.

                    c.
Closing Date. The date and time of the first issuance and sale of the
Note pursuant to this Agreement (the “Closing Date”) shall be on or about
October 31, 2016, or such other mutually agreed upon time.

          2.
Buyer’s Representations and Warranties. The Buyer represents and warrants
to the Company that:

                    a.
Investment Purpose. As of the date hereof, the Buyer is purchasing the
Note and the shares of Common Stock issuable upon conversion of or otherwise
pursuant to the Note, such shares of Common Stock being collectively referred to
herein as the “Conversion Shares” and, collectively with the Note, the
“Securities”) for its own account and not with a present view towards the public
sale or distribution thereof, except pursuant to sales registered or exempted
from registration under the 1933 Act; provided, however, that by
making the representations herein, the Buyer does not agree to hold any of the
Securities for any minimum or other specific term and reserves the right to
dispose of the Securities at any time in accordance with or pursuant to a
registration statement or an exemption under the 1933 Act. 

                    b.
Accredited Investor Status. The Buyer is an “accredited investor” as that
term is defined in Rule 501(a) of Regulation D (an “Accredited Investor”). 

                    c.
Reliance on Exemptions. The Buyer understands that the Securities are
being offered and sold to it in reliance upon specific exemptions from the
registration requirements of United States federal and state securities laws and
that the Company is relying upon the truth and accuracy of, and the Buyer’s
compliance with, the representations, warranties, agreements, acknowledgments
and understandings of the Buyer set forth herein in order to determine the
availability of such exemptions and the eligibility of the Buyer to acquire the
Securities. 

                    d.
Information. The Buyer and its advisors, if any, have been, and for so
long as the Note remain outstanding will continue to be, furnished with all
materials relating to the business, finances and operations of the Company and
materials relating to the offer and sale of the Securities which have been
requested by the Buyer or its advisors. The Buyer and its advisors, if any, have
been, and for so long as the Note remain outstanding will continue to be,
afforded the opportunity to ask questions of the Company. Notwithstanding the foregoing, the Company has not disclosed to
the Buyer any material nonpublic information and will not disclose such
information unless such information is disclosed to the public prior to or
promptly following such disclosure to the Buyer. Neither such inquiries nor any
other due diligence investigation conducted by Buyer or any of its advisors or
representatives shall modify, amend or affect Buyer’s right to rely on the
Company’s representations and warranties contained in Section 3 below. The Buyer
understands that its investment in the Securities involves a significant degree
of risk. The Buyer is not aware of any facts that may constitute a breach of any
of the Company's representations and warranties made herein. 

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                    e.
Governmental Review. The Buyer understands that no United States federal
or state agency or any other government or governmental agency has passed upon
or made any recommendation or endorsement of the Securities. 

                    f.
Transfer or Re-sale. The Buyer understands that (i) the sale or re-sale
of the Securities has not been and is not being registered under the 1933 Act or
any applicable state securities laws, and the Securities may not be transferred
unless (a) the Securities are sold pursuant to an effective registration
statement under the 1933 Act, (b) the Buyer shall have delivered to the Company,
at the cost of the Buyer, an opinion of counsel that shall be in form, substance
and scope customary for opinions of counsel in comparable transactions to the
effect that the Securities to be sold or transferred may be sold or transferred
pursuant to an exemption from such registration, which opinion shall be accepted
by the Company, (c) the Securities are sold or transferred to an “affiliate” (as
defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule
144”)) of the Buyer who agrees to sell or otherwise transfer the Securities only
in accordance with this Section 2(f) and who is an Accredited Investor, (d) the
Securities are sold pursuant to Rule 144, or (e) the Securities are sold
pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation
S”), and the Buyer shall have delivered to the Company, at the cost of the
Buyer, an opinion of counsel that shall be in form, substance and scope
customary for opinions of counsel in corporate transactions, which opinion shall
be accepted by the Company; (ii) any sale of such Securities made in reliance on
Rule 144 may be made only in accordance with the terms of said Rule and further,
if said Rule is not applicable, any re-sale of such Securities under
circumstances in which the seller (or the person through whom the sale is made)
may be deemed to be an underwriter (as that term is defined in the 1933 Act) may
require compliance with some other exemption under the 1933 Act or the rules and
regulations of the SEC thereunder; and (iii) neither the Company nor any other
person is under any obligation to register such Securities under the 1933 Act or
any state securities laws or to comply with the terms and conditions of any
exemption thereunder (in each case). Notwithstanding the foregoing or anything
else contained herein to the contrary, the Securities may be pledged as
collateral in connection with a bona fide margin account or other
lending arrangement.

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                    g. Legends. The Buyer understands that the Note and, until such time as the
Conversion Shares have been registered under the 1933 Act may be sold pursuant
to Rule 144 or Regulation S without any restriction as to the number of
securities as of a particular date that can then be immediately sold, the
Conversion Shares may bear a restrictive legend in substantially the following
form (and a stop-transfer order may be placed against transfer of the
certificates for such Securities):

“NEITHER THE ISSUANCE AND SALE OF
THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH
THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT
BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN
EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED
BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT
REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A
UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN
CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING
ARRANGEMENT SECURED BY THE SECURITIES.” 

          The
legend set forth above shall be removed and the Company shall issue a
certificate without such legend to the holder of any Security upon which it is
stamped, if, unless otherwise required by applicable state securities laws, (a)
such Security is registered for sale under an effective registration statement
filed under the 1933 Act or otherwise may be sold pursuant to Rule 144 or
Regulation S without any restriction as to the number of securities as of a
particular date that can then be immediately sold, or (b) such holder provides
the Company with an opinion of counsel, in form, substance and scope customary
for opinions of counsel in comparable transactions, to the effect that a public
sale or transfer of such Security may be made without registration under the
1933 Act, which opinion shall be accepted by the Company so that the sale or
transfer is effected. The Buyer agrees to sell all Securities, including those
represented by a certificate(s) from which the legend has been removed, in
compliance with applicable prospectus delivery requirements, if any. In the
event that the Company does not accept the opinion of counsel provided by the
Buyer with respect to the transfer of Securities pursuant to an exemption from
registration, such as Rule 144 or Regulation S, within 2 business days, it will
be considered an Event of Default under the Note. 

                    h.
Authorization; Enforcement. This Agreement has been duly and validly
authorized. This Agreement has been duly executed and delivered on behalf of the
Buyer, and this Agreement constitutes a valid and binding agreement of the Buyer
enforceable in accordance with its terms. 

                    i.
Residency. The Buyer is a resident of the jurisdiction set forth
immediately below the Buyer’s name on the signature pages hereto.

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          3.
Representations and Warranties of the Company. The Company represents and
warrants to the Buyer that:

                    a.
Organization and Qualification. The Company and each of its subsidiaries,
if any, is a corporation duly organized, validly existing and in good standing
under the laws of the jurisdiction in which it is incorporated, with full power
and authority (corporate and other) to own, lease, use and operate its
properties and to carry on its business as and where now owned, leased, used,
operated and conducted. 

                    b.
Authorization; Enforcement. (i) The Company has all requisite corporate
power and authority to enter into and perform this Agreement, the Note and to
consummate the transactions contemplated hereby and thereby and to issue the
Securities, in accordance with the terms hereof and thereof, (ii) the execution
and delivery of this Agreement, the Note by the Company and the consummation by
it of the transactions contemplated hereby and thereby (including without
limitation, the issuance of the Note and the issuance and reservation for
issuance of the Conversion Shares issuable upon conversion or exercise thereof)
have been duly authorized by the Company’s Board of Directors and no further
consent or authorization of the Company, its Board of Directors, or its
shareholders is required, (iii) this Agreement has been duly executed and
delivered by the Company by its authorized representative, and such authorized
representative is the true and official representative with authority to sign
this Agreement and the other documents executed in connection herewith and bind
the Company accordingly, and (iv) this Agreement constitutes, and upon execution
and delivery by the Company of the Note, each of such instruments will
constitute, a legal, valid and binding obligation of the Company enforceable
against the Company in accordance with its terms. 

                    c.
Issuance of Shares. The Conversion Shares are duly authorized and
reserved for issuance and, upon conversion of the Note in accordance with its
respective terms, will be validly issued, fully paid and non-assessable, and
free from all taxes, liens, claims and encumbrances with respect to the issue
thereof and shall not be subject to preemptive rights or other similar rights of
shareholders of the Company and will not impose personal liability upon the
holder thereof. 

                    d.
Acknowledgment of Dilution. The Company understands and acknowledges the
potentially dilutive effect to the Common Stock upon the issuance of the
Conversion Shares upon conversion of the Note. The Company further acknowledges
that its obligation to issue Conversion Shares upon conversion of the Note in
accordance with this Agreement, the Note is absolute and unconditional
regardless of the dilutive effect that such issuance may have on the ownership
interests of other shareholders of the Company. 

5 




                    e. No Conflicts. The execution, delivery and performance of this Agreement,
the Note by the Company and the consummation by the Company of the transactions
contemplated hereby and thereby (including, without limitation, the issuance and reservation for issuance of the Conversion Shares) will not
(i) conflict with or result in a violation of any provision of the Certificate
of Incorporation or By-laws, 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, indenture, patent, patent license or instrument to which the Company
or any of its subsidiaries 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 the Company or its securities are subject) applicable to
the Company or any of its subsidiaries or by which any property or asset of the
Company or any of its subsidiaries is bound or affected (except for such
conflicts, defaults, terminations, amendments, accelerations, cancellations and
violations as would not, individually or in the aggregate, have a material
adverse effect). All consents, authorizations, orders, filings and registrations
which the Company is required to obtain pursuant to the preceding sentence have
been obtained or effected on or prior to the date hereof. The Company is not in
violation of the listing requirements of the Over-the-Counter Quotations Bureau
(the “OTCQB”) and does not reasonably anticipate that the Common Stock will be
delisted by the OTCQB in the foreseeable future, nor are the Company’s
securities “chilled” by FINRA. The Company and its subsidiaries are unaware of
any facts or circumstances, which might give rise to any of the foregoing.

                    f.
Absence of Litigation. Except as disclosed in the Company’s public
filings, there is no action, suit, claim, proceeding, inquiry or investigation
before or by any court, public board, government agency, self-regulatory
organization or body pending or, to the knowledge of the Company or any of its
subsidiaries, threatened against or affecting the Company or any of its
subsidiaries, or their officers or directors in their capacity as such, that
could have a material adverse effect. Schedule 3(f) contains a complete list and
summary description of any pending or, to the knowledge of the Company,
threatened proceeding against or affecting the Company or any of its
subsidiaries, without regard to whether it would have a material adverse effect.
The Company and its subsidiaries are unaware of any facts or circumstances,
which might give rise to any of the foregoing. 

                    g.
Acknowledgment Regarding Buyer’ Purchase of Securities. The Company
acknowledges and agrees that the Buyer is acting solely in the capacity of arm’s
length purchasers with respect to this Agreement and the transactions
contemplated hereby. The Company further acknowledges that the Buyer is not
acting as a financial advisor or fiduciary of the Company (or in any similar
capacity) with respect to this Agreement and the transactions contemplated
hereby and any statement made by the Buyer or any of its respective
representatives or agents in connection with this Agreement and the transactions
contemplated hereby is not advice or a recommendation and is merely incidental
to the Buyer’ purchase of the Securities. The Company further represents to the
Buyer that the Company’s decision to enter into this Agreement has been based
solely on the independent evaluation of the Company and its representatives.


6 




                    h.
No Integrated Offering. Neither the Company, nor any of its affiliates,
nor any person acting on its or their behalf, has directly or indirectly made
any offers or sales in any security or solicited any offers to buy any security
under circumstances that would require registration under the 1933 Act of the
issuance of the Securities to the Buyer. The issuance of the Securities to the
Buyer will not be integrated with any other issuance of the Company’s securities
(past, current or future) for purposes of any shareholder approval provisions
applicable to the Company or its securities. 

                    i.
Title to Property. The Company and its subsidiaries have good and
marketable title in fee simple to all real property and good and marketable
title to all personal property owned by them which is material to the business
of the Company and its subsidiaries, in each case free and clear of all liens,
encumbrances and defects except such as are described in Schedule 3(i) or such
as would not have a material adverse effect. Any real property and facilities
held under lease by the Company and its subsidiaries are held by them under
valid, subsisting and enforceable leases with such exceptions as would not have
a material adverse effect. 

                    j.
Bad Actor. No officer or director of the Company would be disqualified
under Rule 506(d) of the Securities Act as amended on the basis of being a "bad
actor" as that term is established in the September 19, 2013 Small Entity
Compliance Guide published by the Securities and Exchange Commission. 

                    k.
Breach of Representations and Warranties by the Company. If the Company
breaches any of the representations or warranties set forth in this Section 3,
and in addition to any other remedies available to the Buyer pursuant to this
Agreement, it will be considered an Event of default under the Note. 

          4.
COVENANTS. 

                    a.
Expenses. At the Closing, the Company shall reimburse Buyer for expenses
incurred by them in connection with the negotiation, preparation, execution,
delivery and performance of this Agreement and the other agreements to be
executed in connection herewith (“Documents”), including, without limitation,
reasonable attorneys’ and consultants’ fees and expenses, transfer agent fees,
fees for stock quotation services, fees relating to any amendments or
modifications of the Documents or any consents or waivers of provisions in the
Documents, fees for the preparation of opinions of counsel, escrow fees, and
costs of restructuring the transactions contemplated by the Documents. When
possible, the Company must pay these fees directly, otherwise the Company must
make immediate payment for reimbursement to the Buyer for all fees and expenses
immediately upon written notice by the Buyer or the submission of an invoice by
the Buyer. 

7 




                    b. Listing. The Company shall promptly secure the listing of the Conversion
Shares upon each national securities exchange or automated quotation system, if any, upon which shares of Common Stock are then listed
(subject to official notice of issuance) and, so long as the Buyer owns any of
the Securities, shall maintain, so long as any other shares of Common Stock
shall be so listed, such listing of all Conversion Shares from time to time
issuable upon conversion of the Note. The Company will obtain and, so long as
the Buyer owns any of the Securities, maintain the listing and trading of its
Common Stock on the OTCQB, OTC Pink, or any equivalent replacement exchange, the
Nasdaq National Market (“Nasdaq”), the Nasdaq SmallCap Market (“Nasdaq
SmallCap”), the New York Stock Exchange (“NYSE”), or the American Stock Exchange
(“AMEX”) and will comply in all respects with the Company’s reporting, filing
and other obligations under the bylaws or rules of the Financial Industry
Regulatory Authority (“FINRA”) and such exchanges, as applicable. The Company
shall promptly provide to the Buyer copies of any notices it receives from the
OTCQB, OTC Pink, and any other exchanges or quotation systems on which the
Common Stock is then listed regarding the continued eligibility of the Common
Stock for listing on such exchanges and quotation systems. 

                    c.
Corporate Existence. So long as the Buyer beneficially owns any Note, the
Company shall maintain its corporate existence and shall not sell all or
substantially all of the Company’s assets, except in the event of a merger or
consolidation or sale of all or substantially all of the Company’s assets, where
the surviving or successor entity in such transaction (i) assumes the Company’s
obligations hereunder and under the agreements and instruments entered into in
connection herewith and (ii) is a publicly traded corporation whose Common Stock
is listed for trading on the OTC Pink, OTCQB, Nasdaq, Nasdaq SmallCap, NYSE or
AMEX. 

                    d.
No Integration. The Company shall not make any offers or sales of any
security (other than the Securities) under circumstances that would require
registration of the Securities being offered or sold hereunder under the 1933
Act or cause the offering of the Securities to be integrated with any other
offering of securities by the Company for the purpose of any stockholder
approval provision applicable to the Company or its securities. 

                    e.
Registration Rights. With respect to any Company issued note owned by the
Buyer, in the event the Company completes a registration statement for its
securities prior to the date on which that particular note is eligible for
conversion into legend free shares under Rule 144, the shares issuable upon
conversion of that particular note shall be “piggybacked” onto the registration
statement. 

                    f.
Breach of Covenants. If the Company breaches any of the covenants set
forth in this Section 4, and in addition to any other remedies available to the
Buyer pursuant to this Agreement, it will be considered an event of default
under the Note. 

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          5.
Governing Law; Miscellaneous. 

                    a.
Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York without regard to principles
of conflicts of laws. Any action brought by either party against the other
concerning the transactions contemplated by this Agreement shall be brought only
in the state courts of New York or in the federal courts located in the state
and county of New York. The parties to this Agreement hereby irrevocably waive
any objection to jurisdiction and venue of any action instituted hereunder and
shall not assert any defense based on lack of jurisdiction or venue or based
upon forum non conveniens. The Company and Buyer waive trial by jury. The
prevailing party shall be entitled to recover from the other party its
reasonable attorney's fees and costs. In the event that any provision of this
Agreement or any other agreement delivered in connection herewith is invalid or
unenforceable under any applicable statute or rule of law, then such provision
shall be deemed inoperative to the extent that it may conflict therewith and
shall be deemed modified to conform with such statute or rule of law. Any such
provision, which may prove invalid or unenforceable under any law, shall not
affect the validity or enforceability of any other provision of any agreement.
Each party hereby irrevocably waives personal service of process and consents to
process being served in any suit, action or proceeding in connection with this
Agreement or any other Transaction Document by mailing a copy thereof via
registered or certified mail or overnight delivery (with evidence of delivery)
to such party at the address in effect for notices to it under this Agreement
and agrees that such service shall constitute good and sufficient service of
process and notice thereof. Nothing contained herein shall be deemed to limit in
any way any right to serve process in any other manner permitted by law. 

                    b.
Counterparts; Signatures by Facsimile. This Agreement may be executed in
one or more counterparts, each of which shall be deemed an original but all of
which shall constitute one and the same agreement and shall become effective
when counterparts have been signed by each party and delivered to the other
party. This Agreement, once executed by a party, may be delivered to the other
party hereto by facsimile transmission of a copy of this Agreement bearing the
signature of the party so delivering this Agreement. 

                    c.
Headings. The headings of this Agreement are for convenience of reference
only and shall not form part of, or affect the interpretation of, this
Agreement. 

                    d.
Severability. In the event that any provision of this Agreement is
invalid or unenforceable under any applicable statute or rule of law, then such
provision shall be deemed inoperative to the extent that it may conflict
therewith and shall be deemed modified to conform with such statute or rule of
law. Any provision hereof which may prove invalid or unenforceable under any law
shall not affect the validity or enforceability of any other provision hereof.


9 




                    e.
Entire Agreement; Amendments. This Agreement and the instruments
referenced herein contain the entire understanding of the parties with respect
to the matters covered herein and therein and, except as specifically set forth
herein or therein, neither the Company nor the Buyer makes any representation,
warranty, covenant or undertaking with respect to such matters. No provision of
this Agreement may be waived or amended other than by an instrument in writing
signed by the majority in interest of the Buyer. 

                    f.
Notices. All notices, demands, requests, consents, approvals, and other
communications required or permitted hereunder shall be in writing and, unless
otherwise specified herein, shall be (i) personally served, (ii) deposited in
the mail, registered or certified, return receipt requested, postage prepaid,
(iii) delivered by reputable air courier service with charges prepaid, or (iv)
transmitted by hand delivery, telegram, or facsimile, addressed as set forth
below or to such other address as such party shall have specified most recently
by written notice. Any notice or other communication required or permitted to be
given hereunder shall be deemed effective (a) upon hand delivery or delivery by
facsimile, with accurate confirmation generated by the transmitting facsimile
machine, at the address or number designated below (if delivered on a business
day during normal business hours where such notice is to be received), or the
first business day following such delivery (if delivered other than on a
business day during normal business hours where such notice is to be received)
or (b) on the second business day following the date of mailing by express
courier service, fully prepaid, addressed to such address, or upon actual
receipt of such mailing, whichever shall first occur. The addresses for such
communications shall be:

 

If to the Company, to:

Lithium Exploration Group, Inc.

3800 North Central Avenue, Suite 820
Phoenix, AZ 85012
Attn: Alex
Walsh- CEO

If to the Buyer:

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


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          Each
party shall provide notice to the other party of any change in address. 

                    g.
Successors and Assigns. This Agreement shall be binding upon and inure to
the benefit of the parties and their successors and assigns. Neither the Company
nor the Buyer shall assign this Agreement or any rights or obligations hereunder
without the prior written consent of the other. Notwithstanding the foregoing,
the Buyer may assign its rights hereunder to any person that purchases
Securities in a private transaction from the Buyer or to any of its
“affiliates,” as that term is defined under the 1934 Act, without the consent of
the Company. 

                    h.
Third Party Beneficiaries. This Agreement is intended for the benefit of
the parties hereto and their respective permitted successors and assigns, and is
not for the benefit of, nor may any provision hereof be enforced by, any other
person. 

                    i.
Survival. The representations and warranties of the Company and the
agreements and covenants set forth in this Agreement shall survive the closing
hereunder notwithstanding any due diligence investigation conducted by or on
behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer
and all their officers, directors, employees and agents for loss or damage
arising as a result of or related to any breach or alleged breach by the Company
of any of its representations, warranties and covenants set forth in this
Agreement or any of its covenants and obligations under this Agreement,
including advancement of expenses as they are incurred. 

                    j.
Further Assurances. Each party shall do and perform, or cause to be done
and performed, all such further acts and things, and shall execute and deliver
all such other agreements, certificates, instruments and documents, as the other
party may reasonably request in order to carry out the intent and accomplish the
purposes of this Agreement and the consummation of the transactions contemplated
hereby. 

                    k.
No Strict Construction. The language used in this Agreement will be
deemed to be the language chosen by the parties to express their mutual intent,
and no rules of strict construction will be applied against any party. 

                    l.
Remedies. The Company acknowledges that a breach by it of its obligations
hereunder will cause irreparable harm to the Buyer by vitiating the intent and
purpose of the transaction contemplated hereby. Accordingly, the Company
acknowledges that the remedy at law for a breach of its obligations under this
Agreement will be inadequate and agrees, in the event of a breach or threatened
breach by the Company of the provisions of this Agreement, that the Buyer shall
be entitled, in addition to all other available remedies at law or in equity,
and in addition to the penalties assessable herein, to an injunction or
injunctions restraining, preventing or curing any breach of this Agreement and
to enforce specifically the terms and provisions hereof, without the necessity
of showing economic loss and without any bond or other security being required.


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IN WITNESS WHEREOF, the undersigned Buyer and the Company have
caused this Agreement to be duly executed as of the date first above written.


Lithium Exploration Group, Inc. 

By: /s/ Alex Walsh
Name: Alex Walsh
Title: CEO

Concord Holding Group, LLC. 

By: _______________________
Name: Manager

AGGREGATE SUBSCRIPTION AMOUNT:

Aggregate Principal Amount of
Note:                    $163,334.00

less $16,334.00 in OID, attached as Exhibit A, hereto

12 




EXHIBIT A 
144 NOTE - $163,334 


13 




LITHIUM EXPLORATION GROUP, INC. 
10% CONVERTIBLE
PROMISSORY NOTE 

	Effective Date October 31, 2016 	US $163,334.00 
	 	 
	Due October 31, 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 One Hundred Sixty Three Thousand Three
Hundred and Thirty Four dollars exactly (U.S. $163,334.00) on October 31, 2017
("Maturity Date"). The Company will pay interest on the principal amount
outstanding at the rate of 10% per annum, which will commence on October 31,
2016. The Company acknowledges that this Note was issued with a $16,334.00
original issue discount (“OID”) such that the issuance price was $147,000.00.
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.

          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 $0.005 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 (i) 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 (ii) twenty trading days prior to
October 31, 2016. 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. The conversion
discount and look-back period will be adjusted downward (i.e. for the benefit of
the Holder) if the Company offers a more favorable conversion discount (whether
via interest rate, OID, lower ceiling price or otherwise) or look-back period to
another party while this note is in effect and the Holder will also get the
benefit of any other term (for a example a higher prepay) granted to any third
party while this Note is in effect. 

                    (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 sixty three thousand three hundred thirty four
dollars ($163,334.00) 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 130,000,000 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 Transfer 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: October 31, 2016

	 	LITHIUM EXPLORATION GROUP, INC. 
	 	  
	 	  
	 	By:  /s/ Alex Walsh
	 	        Title: CEO
  






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:
___________________________________________________________________