Lithium Exploration Group, Inc. - Exhibit 10.126 - Filed by newsfilecorp.com






	CONSOLIDATED
      DEBT PURCHASE AGREEMENT 


      
     THIS CONSOLIDATED DEBT PURCHASE AGREEMENT
(the “Agreement”) is entered into effective as of the 30th
day July, 2017 (the “Effective Date”), by and between JDF CAPITAL
INC., having an address of 62 E. Main St., Freehold, New Jersey, 07728
(“Assignor”); and, BLUE CITI LLC, having an address of 1357 Ave. Ashford,
San Juan, Puerto Rico, 00907 (“Assignee”). Assignor and Assignee are
sometimes referred to collectively herein as the “Parties”, and each
individually as a “Party”.

RECITALS

            A.       
Assignee wishes to assume all of Assignor’s right, title, and interest in and to
those twenty (20) certain promissory notes issued by Lithium Exploration Group,
Inc., a Nevada corporation (the “Company”) in favor of Assignor in the
total original principal amount of Two Million Nine Hundred Seventeen Thousand
Six Hundred Five Dollars ($2,917,605), with a current outstanding principal
balance of Two Million Seventy Eight Thousand Six Hundred Five Dollars
($2,078,605), referred to herein as the “Assigned Amount”.

            B.       
The Assigned Amount is represented by those promissory notes of the Company
attached hereto as Exhibit “A” (each, a “Note”, and collectively, the
“Notes”). 

            C.       
The Assigned Amount represents the original principal under each of the Notes.
The actual principal owed and outstanding under the Notes is less than the
Assigned Amount. 

            D.       
Assignee is the holder of that certain Convertible Debenture dated 10
April 2015 in the original principal amount of Five Hundred Thirty Five Thousand
Dollars ($535,000) issued by Thinspace Technology, Inc., a copy of which is
attached hereto as Exhibit “B” (the “Thinspace Debenture”). 

            E.       
Assignor desires to assign to Assignee all of Assignors’ right, title, and
interest in and to the Notes and any all amounts due thereunder (without
limitation, principal, interest, default interest, penalties, and similar
amounts, and each of them, based on the terms and conditions set out herein.

            F.       
Assignee desires to acquire all of Assignors’ right, title, and
interest in and to the Notes, and each of them, based on the terms and
conditions set out herein, using a portion of the Thinspace Debenture as part of
the consideration paid hereunder.

            G.       
NOW, THEREFORE, in consideration of the promises and the mutual
covenants contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Parties, intending
to be legally bound, hereby agree as follows:

 
     1.       
Consideration. In consideration for the assignment of
the Note, Assignee shall pay to Assignor the exact and total amount of Three
Hundred Fifty Thousand Dollars ($350,000.00), which amount is referred to herein
as the “Purchase Price”.

       2.  
Payment. Payment of the Purchase Price shall be payable as
follows: 

            a.       
One Hundred Thousand Dollars ($100,000) in the form of Assignee’s promissory
note, attached hereto as Exhibit “C” (“Payment Note”), to be delivered at
the Closing.

            b.       
Two Hundred Fifty Thousand Dollars ($250,000) in the form of Assignee’s right,
title, and interest in and to Two Hundred Fifty Thousand Dollars ($250,000) of
the original principal balance and all accrued and unpaid interest thereon under
the Thinspace Debenture (the “Assigned Portion”).

     
 3.       
Closing and Assignment. Subject to and in accordance
with the terms and conditions set forth in this Agreement, Assignor hereby
grants, sells, assigns, and conveys to Assignee, without recourse, all of
Assignor’s right, title, and interest in, to, and under each of the Notes. The
closing of the transactions contemplated hereunder (the “Closing”) shall take place simultaneously with the
delivery of the Purchase Price via delivery of the signed Payment Note and a
fully executed version of this Agreement. The Closing shall occur no later than
5:00 P.M., New York time, on 31 July 2017, unless extended by the mutual written
consent of the Parties.

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4.       
Representations of Assignor. Assignor hereby represents
and covenants to Assignee that:

            a.       
Assignor has all requisite authority to execute and deliver this Agreement and
any other document contemplated by this Agreement and to perform its obligations
hereunder and to consummate the transactions hereunder. This Agreement has been
duly executed and delivered by Assignor and constitutes the legal, valid, and
binding obligations of Assignor, enforceable against Assignor in accordance with
its terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, fraudulent conveyance or transfer, moratorium, or
similar laws affecting the enforcement of creditors’ rights generally or by
equitable principles relating to enforceability (regardless of whether
considered in a proceeding at law or in equity).

            b.       
Upon Closing, Assignor shall retain no right, title, or interest in and to any
of the Notes, and all outstanding principal, accrued and unpaid interest, and
all other fees, penalties, amounts due on each of the Notes shall be collected
by Assignee.

            c.       
Each Note is free and clear of all liens, mortgages, pledges, security
interests, encumbrances, or charges of any kind or description. Assignor has the
sole and unrestricted right to sell and/or transfer the Notes. Assignor is
conveying to Assignee all of its rights, title, and interests to each of the
Notes, free and clear of all liens, mortgages, pledges, security interests,
encumbrances, or charges of any kind or description. Upon transfer to Assignee
by Assignor of the Notes, Assignee will have good and unencumbered title to each
Note, free and clear of any and all liens or claims.

            d.       
Assignor is an "accredited investor" within the meaning of Regulation D, Rule
501(a), promulgated by the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the “Securities Act”).

            e.       
Assignor represents and warrants that it has read the terms of the Thinspace
Debenture and agrees to such terms.

            f.       
Neither Assignor nor any of its officers and directors, if a legal entity, are
now, or have been in the last 90-days, officers or directors of the Company, or
beneficial holders of 10% or more of the equity securities of the Company, or in
any way an affiliate of the Company, as such term is defined under the
Securities Act.

      
5.       
Representations of Assignee. Assignee hereby represents
and covenant to Assignor that:

            a.       
Assignee has all requisite power and authority to execute and deliver this
Agreement and any other document contemplated by this Agreement to be signed by
Assignee and to perform its obligations hereunder and to consummate the
transactions contemplated hereby. 

            b.       
Assignee understands that the shares to be issued upon conversion of the Notes
have not been, and may not be, registered under the Securities Act by reason of
a specific exemption from the registration provisions of the Securities Act, the
availability of which depends upon, among other things, the bona fide nature of
the investment intent and the accuracy of Assignee’s representations as
expressed herein or otherwise made pursuant hereto.

            c.       
Assignee has substantial experience in evaluating and investing in securities of
companies similar to the Company and acknowledges that it can protect its own
interests. Assignee has such knowledge and experience in financial and business
matters so it is capable of evaluating the merits and risks of its investment in
the Company. Assignee is an “accredited investor” within the meaning of the
Securities Act.

            d.       
Assignee represents and warrants that it has read the terms of each of the Note
and agrees to such terms, and further understands that the actual principal owed
and outstanding under the Notes is less than the Assigned Amount. 

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            e.       
Upon Closing, Assignee shall retain no right, title, or interest in and to the
Assigned Portion under the Thinspace Debenture, and all outstanding principal,
accrued and unpaid interest, and all other fees, penalties, amounts due on the
Assigned Portion under the Thinspace Debenture shall be collected by
Assignor.

            f.       
The Thinspace Debenture is free and clear of all liens, mortgages, pledges,
security interests, encumbrances, or charges of any kind or description.
Assignee has the sole and unrestricted right to sell and/or transfer the
Thinspace Debenture, and in particular the Assigned Portion. Assignee is
conveying to Assignor all of its rights, title, and interests to the Assigned
Portion under the Thinspace Debenture, free and clear of all liens, mortgages,
pledges, security interests, encumbrances, or charges of any kind or
description. Upon transfer to Assignor by Assignee of the Assigned Portion under
the Thinspace Debenture, Assignor will have good and unencumbered title to the
Assigned Portion under the Thinspace Debenture, free and clear of any and all
liens or claims.

            g.       
Assignee has not modified or amended the Thinspace Debenture or agreed to modify
or amend the Thinspace Debenture, other than that certain Amendment No. 1 to
Convertible Debenture dated 10 April 2015, executed on 14 May 2015, a copy of
which is attached hereto as Exhibit “D”.

            h.       
Assignee is not aware of any valid offset, defense, counterclaim, or right of
rescission as to the Thinspace Debenture. 

      
5.       
Additional Provisions.

            a.       
This Agreement may be executed in any number of counterparts, all of which when
taken together shall be considered one and the same agreement, it being
understood that all Parties need not sign the same counterpart. In the event
that any signature is delivered by Fax or by E-Mail, such signature shall create
a valid and binding obligation of that Party (or on whose behalf such signature
is executed) with the same force and effect as an original thereof. Any
photographic, photocopy, or similar reproduction copy of this Agreement, with
all signatures reproduced on one or more sets of signature pages, shall be
considered for all purposes as if it were an executed counterpart of this
Agreement.

            b.       
This Agreement, and all references, documents, or instruments referred to
herein, contains the entire agreement and understanding of the Parties in
respect to the subject matter contained herein. The Parties have expressly not
relied upon any promises, representations, warranties, agreements, covenants, or
undertakings, other than those expressly set forth or referred to herein. This
Agreement supersedes (i) any and all prior written or oral agreements,
understandings, and negotiations between the Parties with respect to the subject
matter contained herein; and, (ii) any course of performance and/or usage of the
trade inconsistent with any of the terms hereof.

            c.       
Each and every provision of this Agreement is severable and independent of any
other term or provision of this Agreement. If any term or provision hereof is
held void or invalid for any reason by a court of competent jurisdiction, such
invalidity shall not affect the remainder of this Agreement.

            d.       
This Agreement shall be governed by the laws of the State of Nevada, without
giving effect to any choice or conflict of law provision or rule (whether of the
State of Nevada or any other jurisdiction) that would cause the application of
the laws of any jurisdiction other than the State of Nevada. If any court action
is necessary to enforce the terms and conditions of this Agreement, the Parties
hereby agree that the Superior Court of California, County of Orange, shall be
the sole jurisdiction and venue for the bringing of such action.

            e.       
The Parties agree that irreparable damage would occur in the event that any of
the provisions of this Agreement were not performed in accordance with their
specific terms or were otherwise breached. Accordingly, it is agreed that the
Parties shall be entitled to seek an injunction or injunctions to prevent
breaches of this Agreement and to enforce specifically the terms and provisions
of this Agreement, this being in addition to any other remedy to which they are
entitled at law or in equity. The remedies of the Parties under this Agreement
are cumulative and shall not exclude any other remedies to which any person may
be lawfully entitled.

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            f.       
No failure by any Party to insist on the strict performance of any covenant,
duty, agreement, or condition of this Agreement or to exercise any right or
remedy on a breach shall constitute a waiver of any such breach or of any other
covenant, duty, agreement, or condition.

            g.       
In the event of any legal action (including arbitration) to enforce or interpret
the provisions of this Agreement, the non-prevailing Party shall pay the
reasonable attorneys’ fees and other costs and expenses including expert witness
fees of the prevailing Party in such amount as the court shall determine. In
addition, such non-prevailing Party shall pay reasonable attorneys’ fees
incurred by the prevailing Party in enforcing, or on appeal from, a judgment in
favor of the prevailing Party. The preceding sentence is intended by the Parties
to be severable from the other provisions of this Agreement and to survive and
not be merged into such judgment.

            h.       
The facts recited in Article II, above, are hereby conclusively presumed to be
true as between and affecting the Parties.

            i.       
No Party may assign any right, benefit, or interest in this Agreement without
the written consent of the other Party, which consent may not be unreasonably
withheld. This Agreement will inure to the benefit of, and be binding upon, the
Parties and their respective successors and assigns.

            j.       
This Agreement is the result of negotiations by and between the Parties, and
each Party has had the opportunity to be represented by independent legal
counsel of its choice. This Agreement is the product of the work and efforts of
all Parties, and shall be deemed to have been drafted by all Parties. In the
event of a dispute, no Party shall be entitled to claim that any provision
should be construed against any other Party by reason of the fact that it was
drafted by one particular Party.

            k.       
When a reference is made in this Agreement to an Article, Section, Subsection,
Exhibit, or Schedule, such reference shall be to said item of this Agreement
unless otherwise indicated. The Exhibits and Schedules identified in this
Agreement are incorporated herein by reference and made a part hereof as if set
out in full herein.

            l.       
Each Party agrees (i) to furnish upon request to each other Party such further
information; (ii) to execute and deliver to each other Party such other
documents; and, (iii) to do such other acts and things, all as another Party may
reasonably request for the purpose of carrying out the intent of this Agreement
and the transactions envisioned hereunder. However, this provision shall
not require that any additional representations or warranties be made and no
Party shall be required to incur any material expense or potential exposure to
legal liability pursuant to this section.

            m.       
All notices, requests and demands hereunder shall be in writing and delivered by
hand, by Electronic Transmission, by mail, or by recognized commercial
over-night delivery service (such as Federal Express or UPS), and shall be
deemed given (a) if by hand delivery, upon such delivery; (b) if by Electronic
Transmission, upon telephone confirmation of receipt of same; (c) if by mail,
forty-eight (48) hours after deposit in the United States mail, first class,
registered or certified mail, postage prepaid; or, (d) if by recognized
commercial over-night delivery service, upon such delivery.

                   1.       
Each Party hereby expressly consents to the use of Electronic Transmission for
communications and notices under this Agreement. For purposes of this Agreement,
“Electronic Transmission” means a communication (i) delivered by Fax or E-Mail
when directed to the Fax number or E-Mail address, respectively, for that
recipient on record with the sending Party; and, (ii) that creates a record that
is capable of retention, retrieval, and review, and that may thereafter be
rendered into clearly legible tangible form.

                   2.       
Any Party may alter the Fax number, E-Mail address, physical address, or postage
address to which communications or copies are to be sent by giving notice of
such change of address to the other Parties in accordance with the provisions of
this section.

            n.       
For purposes of this Agreement, (i) those words, names, or terms which are
specifically defined herein shall have the meaning specifically ascribed to
them; (ii) wherever from the context it appears appropriate, each term stated either in the singular or plural shall include
the singular and plural; (iii) wherever from the context it appears appropriate,
the masculine, feminine, or neuter gender, shall each include the others; (iv)
the words “hereof”, “herein”, “hereunder”, and words of similar import, when
used in this Agreement, shall refer to this Agreement as a whole, and not to any
particular provision of this Agreement; (v) all references to “Dollars” or “$”
shall be construed as being United States Dollars; (vi) the term “including” is
not limiting and means “including without limitation”; and, (vii) all references
to all statutes, statutory provisions, regulations, or similar administrative
provisions shall be construed as a reference to such statute, statutory
provision, regulation, or similar administrative provision as in force at the
date of this Agreement and as may be subsequently amended.

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EXECUTION

       
    IN WITNESS WHEREOF, this CONSOLIDATED DEBT
PURCHASE AGREEMENT has been duly executed by the Parties. Each of the
undersigned Parties hereby represents and warrants that it (i) has the requisite
power and authority to enter into and carry out the terms and conditions of this
Agreement, as well as all transactions contemplated hereunder; and, (ii) it is
duly authorized and empowered to execute and deliver this Agreement. 
 

THE COMPANY HEREBY CONFIRMS THAT IT CONSENTS TO THE
ASSIGNMENT OF THE NOTE AS PROVIDED FOR IN THE AGREEMENT. IT HEREAFTER RECOGNIZES
ASSIGNEE AS THE TRUE, RIGHTFUL, AND LAWFUL “HOLDER” UNDER THE NOTE. THE
PRINCIPAL AMOUNT, ACCRUED INTEREST, AND ALL FEES DUE ON THE NOTE REMAIN
UNCHANGED AS A RESULT OF THE ASSIGNMENT. THE NON-AFFILIATE STATUS OF THE
ASSIGNOR, ITS OFFICERS, AND DIRECTORS, AS SET FORTH HEREIN, IS CORRECT.

COMPANY:

LITHIUM EXPLORATION GROUP, INC.

BY: __________________________

NAME: _______________________

TITLE: _______________________

DATED: ______________________

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each term stated either in the singular or plural shall include
the singular and plural; (iii) wherever from the context it appears appropriate,
the masculine, feminine, or neuter gender, shall each include the others; (iv)
the words “hereof”, “herein”, “hereunder”, and words of similar import, when
used in this Agreement, shall refer to this Agreement as a whole, and not to any
particular provision of this Agreement; (v) all references to “Dollars” or “$”
shall be construed as being United States Dollars; (vi) the term “including” is
not limiting and means “including without limitation”; and, (vii) all references
to all statutes, statutory provisions, regulations, or similar administrative
provisions shall be construed as a reference to such statute, statutory
provision, regulation, or similar administrative provision as in force at the
date of this Agreement and as may be subsequently amended.

EXECUTION

        
   IN WITNESS WHEREOF, this CONSOLIDATED DEBT PURCHASE
AGREEMENT has been duly executed by the Parties. Each of the undersigned Parties
hereby represents and warrants that it (i) has the requisite power and authority
to enter into and carry out the terms and conditions of this Agreement, as well
as all transactions contemplated hereunder; and, (ii) it is duly authorized and
empowered to execute and deliver this Agreement. 
 

THE COMPANY HEREBY CONFIRMS THAT IT CONSENTS TO THE
ASSIGNMENT OF THE NOTE AS PROVIDED FOR IN THE AGREEMENT. IT HEREAFTER RECOGNIZES
ASSIGNEE AS THE TRUE, RIGHTFUL, AND LAWFUL “HOLDER” UNDER THE NOTE. THE
PRINCIPAL AMOUNT, ACCRUED INTEREST, AND ALL FEES DUE ON THE NOTE REMAIN
UNCHANGED AS A RESULT OF THE ASSIGNMENT. THE NON-AFFILIATE STATUS OF THE
ASSIGNOR, ITS OFFICERS, AND DIRECTORS, AS SET FORTH HEREIN, IS CORRECT.

COMPANY: 



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EXHIBIT “A”
THE NOTES


 

 

 

 

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EXHIBIT “B”
THINSPACE DEBENTURE


 

 

 

 

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EXHIBIT “C”
PURCHASE NOTE


 

 

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