Lithium Exploration Group, Inc. - Exhibit 10.121 - Filed by newsfilecorp.com






	DEBT
      PURCHASE AGREEMENT 


            THIS
DEBT PURCHASE AGREEMENT (the “Agreement”) is entered into effective
as of the 28th day June, 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
that certain Convertible Promissory Note dated 09 September 2016 in the original
principal amount of One Hundred Forty Four Thousand Dollars ($144,100) issued by
Lithium Exploration Group, Inc., a Nevada corporation (the “Company”), in
favor of Assignor, a copy of which is attached hereto as Exhibit “A” (the
“Note”).

            B.       
Assignor desires to assign to Assignee all of Assignors’ right, title, and
interest in and to the Note, based on the terms and conditions set out herein.


            C.       
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 One Hundred Dollars
($100.00), which amount is referred to herein as the “Purchase
Price”.

 
     2.       
Closing and Agreement. 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 the Note. The closing of the
transactions contemplated hereunder (the “Closing”) shall take place
simultaneously with the delivery of the Purchase Price via wire transfer of
immediately available funds against the assignment of the Note. The funds will
be wired in accordance with the instructions set forth on Exhibit “B”, attached
hereto and incorporated herein by reference. The Closing shall occur no later
than 5:00 P.M., New York time, on 29 June 2016, unless extended by the mutual
written consent of the Parties.

      
3.       
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 the
Note, and all outstanding principal, accrued and unpaid interest, and all other
fees, penalties, amounts due on the Note shall be collected by Assignee.

            c.       
The 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 Note. Assignor is conveying to
Assignee all of its rights, title, and interests to the Note, 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 Note,
Assignee will have good and unencumbered title to the Note, free and clear of
any and all liens or claims.

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            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.       
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.

      
4.        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 Note 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 the Note and agrees to such terms.

      
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.

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            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.

            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, 

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EXHIBIT “A”
THE NOTE


 

 

 

 

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EXHIBIT “B”
WIRE TRANSFER
INSTRUCTIONS


 

 

 

 

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