Lithium Exploration Group, Inc. - Exhibit 10.120 - Filed by newsfilecorp.com





LITHIUM EXPLORATION GROUP, INC. 
10% CONVERTIBLE
PROMISSORY NOTE 


	Effective Date May 12, 2017 	US $171,600.00
  


Due May 12, 2018 

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 Seventy One Thousand Six Hundred
Dollars exactly (U.S. $171,600.00) on May 12, 2018 ("Maturity Date"). The
Company will pay interest on the principal amount outstanding at the rate of 10%
per annum, which will commence on May 12, 2017. The Company acknowledges that
this Note was issued with a $15,600.00 original issue discount (“OID”) such that
the issuance price was $156,000.00 as well as document prep fees of $6,000.00
(deducted from the amount funded). 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) the
twenty prior trading days immediately preceding the
issuance date of this 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. 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 Seventy
One Thousand Six Hundred dollars ($171,600.00) 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%. 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 158,000,000 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: May 12, 2017


 




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:
______________________________________________________________________________