Lithium Exploration Group, Inc. - Exhibit 10.35 - Filed by newsfilecorp.com







	THIS NOTE AND THE COMMON
      STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT
      BEEN AND WILL NOT BE REGISTERED
      WITH THE UNITED STATES SECURITIES AND
      EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE
      PURSUANT TO AN EXEMPTION FROM
      REGISTRATION PROVIDED UNDER THE SECURITIES
      ACT OF 1933, AS AMENDED, AND THE RULES AND
      REGULATIONS PROMULGATED THEREUNDER (THE
      "1933 ACT”) 



US $50,000.00

PARTIAL REPLACEMENT NOTE- ORIGINALLY ISSUED ON JULY 22, 2014
IN THE AMOUNT OF $672,000 

LITHIUM EXPLORATION GROUP, INC 
10% CONVERTIBLE REDEEMABLE
NOTE 
DUE APRIL 19, 2017 


       FOR VALUE RECEIVED,
Lithium Exploration Group, Inc. (the “Company”) promises to pay to the order of
TOLEDO ADVISORS, LLC and its authorized successors and Permitted Assigns,
defined below, ("Holder"), the aggregate principal face amount of Fifty
Thousand Dollars exactly (U.S. $50,000.00) on April 19, 2017 ("Maturity
Date") and to pay interest on the principal amount outstanding hereunder at
the rate of 10% per annum commencing on April 19, 2016. The interest will be
paid to the Holder in whose name this Note is registered on the records of the
Company regarding registration and transfers of this Note. The principal of, and
interest on, this Note are payable at 641 5th Street, Lakewood, NJ
08701, 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. Permitted Assigns means any Holder
assignment, transfer or sale of all or a portion of this Note accompanied by an
Opinion of Counsel as provided for in Section 2(f) of the Securities Purchase
Agreement. 
 




                   
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. To the extent that Holder subsequently transfers, assigns,
sells or exchanges any of the multiple lesser denomination notes, Holder
acknowledges that it will provide the Company with Opinions of Counsel as
provided for in Section 2(f) of the Securities Purchase Agreement. 

                   
2.          The Company shall be
entitled to withhold from all payments any amounts required to be withheld under
applicable laws. 

                   
3.          This Note may be
transferred or exchanged only in compliance with the Securities Act of 1933, as
amended ("Act"), applicable state securities laws and Sections 2(f) of
the Securities Purchase Agreement. Any attempted transfer to a non-qualifying
party shall be treated by the Company as void. Prior to due presentment for
transfer of this Note, the Company and any agent of the Company may treat the
person in whose name this Note is duly registered on the Company's records as
the owner hereof for all other purposes, whether or not this Note be overdue,
and neither the Company nor any such agent shall be affected or bound by notice
to the contrary. Any Holder of this Note electing to exercise the right of
conversion set forth in Section 4(a) hereof, in addition to the requirements set
forth in Section 4(a), and any prequalified 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. All notices of conversion
will be accompanied by an Opinion of Counsel. 

                   
4.         
(a)        The Holder of this Note is
entitled, at its option, at any time, 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 50% 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 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 together with an
Opinion of Counsel, 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). If the shares have not been
delivered within 3 business days, the Notice of Conversion may be rescinded.
Such conversion shall be effectuated by the Company delivering the shares of
Common Stock to the Holder within 3 business days of receipt by the Company of
the Notice of Conversion. Accrued, but unpaid interest shall be subject to
conversion. No fractional shares or scrip representing fractions of shares will
be issued on conversion, but the number of shares issuable shall be rounded to
the nearest whole share. To the extent the Conversion Price of the Company’s
Common Stock closes below the par value per share, the Company will take all
steps necessary to solicit the consent of the stockholders to reduce the par
value to the lowest value possible under law. The Company agrees to honor all
conversions submitted pending this increase. In the event the Company
experiences a DTC “Chill” on its shares, the conversion price
shall be decreased to 40% instead of 50% while that “Chill” is in
effect. In no event shall the Holder be allowed to effect a conversion if
such conversion, along with all other shares of Company Common Stock
beneficially owned by the Holder and its affiliates would exceed 9.9% of the
outstanding shares of the Common Stock of the Company. All the terms set forth
herein, including but not limited to interest rate, prepayment terms, conversion
discount or lookback 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 or otherwise) or lookback period to another party or
otherwise grants any more favorable terms to any third party than those
contained herein while this note is in effect. 

2






                   
(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, at any
time, send in a Notice of Conversion to the Company for Interest Shares based on
the formula provided in Section 4(a) above. The dollar amount converted into
Interest Shares shall be all or a portion of the accrued interest calculated on
the unpaid principal balance of this Note to the date of such notice.

                   
(c)        The 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 (excluding an increase in authorized capital) 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. 

3 





                   
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.          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 (which does not include a “going concern opinion); (2) admit in
writing its inability to pay its debts generally as they mature; (3) make an
assignment for the benefit of creditors or commence proceedings for its
dissolution; (4) apply for or consent to the appointment of a trustee,
liquidator or receiver for its or for a substantial part of its property or
business; (5) file a petition for bankruptcy relief, consent to the filing of
such petition or have filed against it an involuntary petition for bankruptcy
relief, all under federal or state laws as applicable; or 

                   
(e)        A trustee, liquidator or receiver
shall be appointed for the Company or for a substantial part of its property or
business without its consent and shall not be discharged within sixty (60) days
after such appointment; or 

                   
(f)        Any governmental agency or any
court of competent jurisdiction at the instance of any governmental agency shall
assume custody or control of the whole or any substantial portion of the properties or assets of the Company; or

4 





                   
(g)        One or more money judgments, writs
or warrants of attachment, or similar process, in excess of fifty thousand
dollars ($50,000) in the aggregate, shall be entered or filed against the
Company or any of its properties or other assets and shall remain unpaid,
unvacated, unbonded or unstayed for a period of fifteen (15) days or in any
event later than five (5) days prior to the date of any proposed sale
thereunder; or 

                   
(h)        Defaulted on or breached any term
of any other note of similar debt instrument into which the Company has entered
and failed to cure such default within the appropriate grace period; or 

                   
(i)        The Company shall have its Common
Stock delisted from an exchange (including the OTC Markets exchange) or, if the
Common Stock trades on an exchange, then trading in the Common Stock shall be
suspended for more than 10 consecutive days or ceases to file its 1934 act
reports with the SEC;

                   
(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 which
includes an Opinion of Counsel expressing an opinion which supports the removal
of a restrictive legend; or 

                   
(l)        The Company shall not replenish
the reserve set forth in Section 12, within 3 business days of the request of
the Holder. 

                   
(m)        The Company shall be delinquent in
its periodic report filings with the Securities and Exchange Commission; or 

                   
(n)        The Company shall cause to lose
the “bid” price for its stock in a market (including the OTC marketplace or
other exchange). 

Then, or at any time thereafter, unless cured within 5 days,
and in each and every such case, unless such Event of Default shall have been
waived in writing by the Holder (which waiver shall not be deemed to be a waiver
of any subsequent default) at the option of the Holder and in the Holder's sole
discretion, the Holder may consider this Note immediately due and payable,
without presentment, demand, protest or (further) notice of any kind (other than
notice of acceleration), all of which are hereby expressly waived, anything
herein or in any note or other instruments contained to the contrary
notwithstanding, and the Holder may immediately, and without expiration of any
period of grace, enforce any and all of the Holder's rights and remedies
provided herein or any other rights or remedies afforded by law. Upon an Event
of Default, interest shall accrue at a default interest rate of 24% per annum
or, if such rate is usurious or not permitted by current law, then at the
highest rate of interest permitted by law. In the event of a breach of Section
8(k) the penalty shall be $250 per day the shares are not issued beginning on
the 4th day after the conversion notice was delivered to the Company.
This penalty shall increase to $500 per day beginning on the 10th day. The penalty for a breach of Section 8(n) shall be an increase of the
outstanding principal amounts by 20%. In case of a breach of Section 8(i), the
outstanding principal due under this Note shall increase by 50%. If this Note is
not paid at maturity, the outstanding principal due under this Note shall
increase by 10%. Further, if a breach of Section 8(m) occurs or is continuing
after the 6 month anniversary of the Note, then the Holder shall be entitled to
use the lowest closing bid price during the delinquency period as a base price
for the conversion. For example, if the lowest closing bid price during the
delinquency period is $0.01 per share and the conversion discount is 50% the
Holder may elect to convert future conversions at $0.005 per share. If this Note
is not paid at maturity, the outstanding principal due under this Note shall
increase by 10%. 

5 





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.

                   
Make-Whole for Failure to Deliver Loss. At the Holder’s election, if the Company
fails for any reason to deliver to the Holder the conversion shares by the by
the 3rd business day following the delivery of a Notice of Conversion to the
Company and if the Holder incurs a Failure to Deliver Loss, then at any time the
Holder may provide the Company written notice indicating the amounts payable to
the Holder in respect of the Failure to Deliver Loss and the Company must make
the Holder whole as follows: Failure to Deliver Loss = [(High trade price at any
time on or after the day of exercise) x (Number of conversion shares)] 

The Company must pay the Failure to Deliver Loss by cash
payment, and any such cash payment must be made by the third business day from
the time of the Holder’s written notice to the Company. 

                   
9.          In case any provision
of this Note is held by a court of competent jurisdiction to be excessive in
scope or otherwise invalid or unenforceable, such provision shall be adjusted
rather than voided, if possible, so that it is enforceable to the maximum extent
possible, and the validity and enforceability of the remaining provisions of
this Note will not in any way be affected or impaired thereby. 

                   
10.        Neither this Note nor any term
hereof may be amended, waived, discharged or terminated other than by a written
instrument signed by the Company and the Holder. This Note may not be assigned
without the prior written consent of the Company.

                   
11.        The Company represents that it is
not a “shell” issuer and 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. 

                   
12.        The Company shall issue
irrevocable transfer agent instructions reserving 25,128,000 shares of its Common Stock for conversions under
this Note and another note in the amount of $57,500 of even date herein (the
“Share Reserve”). Upon full conversion of this Note, any shares remaining in the
Share Reserve shall be cancelled. The Company shall pay all transfer agent costs
associated with issuing and delivering the share certificates to Holder. If such
amounts are to be paid by the Holder, it may deduct such amounts from the
Conversion Price. The company should at all times reserve a minimum of three
times the amount of shares required if the note would be fully converted. The
Holder may reasonably request increases from time to time to reserve such
amounts. The Company will instruct its transfer agent to provide the outstanding
share information to the Holder in connection with its conversions.

6 





                   
13.        The Company will give the Holder
direct notice of any corporate actions, including but not limited to name
changes, stock splits, recapitalizations etc. This notice shall be given to the
Holder as soon as possible under law.

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

7 





                   
IN WITNESS WHEREOF, the Company has caused this Note to be duly executed by an
officer thereunto duly authorized. 

Dated: April 19, 2016 

 

8 





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:
  ____________________________________________________________________________________

 

9 








	
      THIS NOTE AND THE
      COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE
      HAVE NOT BEEN AND WILL NOT BE
      REGISTERED WITH THE UNITED STATES
      SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION
      OF ANY STATE PURSUANT TO AN EXEMPTION
      FROM REGISTRATION PROVIDED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES
      AND REGULATIONS PROMULGATED THEREUNDER
      (THE "1933 ACT”) 




US $57,500.00 

LITHIUM EXPLORATION GROUP, INC 
10% CONVERTIBLE REDEEMABLE
NOTE 
DUE APRIL 19, 2017 


       FOR VALUE RECEIVED,
Lithium Exploration Group, Inc. (the “Company”) promises to pay to the order of
TOLEDO ADVISORS, LLC and its authorized successors and Permitted Assigns,
defined below, ("Holder"), the aggregate principal face amount of Fifty
Seven Thousand Five Hundred Dollars exactly (U.S. $57,500.00) on April 19, 2017
("Maturity Date") and to pay interest on the principal amount outstanding
hereunder at the rate of 10% per annum commencing on April 19, 2016. The Company
acknowledges this Note was issued with a $7,500 original issue discount (OID)
and as such the purchase price was $50,000. 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 641 5th Street, Lakewood, NJ
08701, 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. Permitted Assigns means any Holder
assignment, transfer or sale of all or a portion of this Note accompanied by an
Opinion of Counsel as provided for in Section 2(f) of the Securities Purchase
Agreement. 

                   
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. To the extent that Holder subsequently transfers, assigns,
sells or exchanges any of the multiple lesser denomination notes, Holder
acknowledges that it will provide the Company with Opinions of Counsel as
provided for in Section 2(f) of the Securities Purchase Agreement. 

                   
2.          The Company shall be
entitled to withhold from all payments any amounts required to be withheld under
applicable laws. 

                   
3.          This Note may be
transferred or exchanged only in compliance with the Securities Act of 1933, as
amended ("Act"), applicable state securities laws and Sections 2(f) of
the Securities Purchase Agreement. Any attempted transfer to a non-qualifying
party shall be treated by the Company as void. Prior to due presentment for
transfer of this Note, the Company and any agent of the Company may treat the
person in whose name this Note is duly registered on the Company's records as
the owner hereof for all other purposes, whether or not this Note be overdue,
and neither the Company nor any such agent shall be affected or bound by notice
to the contrary. Any Holder of this Note electing to exercise the right of
conversion set forth in Section 4(a) hereof, in addition to the requirements set
forth in Section 4(a), and any prequalified 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. All notices of conversion
will be accompanied by an Opinion of Counsel. 

                   
4.        
 (a)        The Holder of this Note is
entitled, at its option, at any time, to convert all or any amount of the
principal face amount of this Note then outstanding into shares of the Company's
common stock (the "Common Stock") at a price ("Conversion Price")
for each share of Common Stock equal to 65% of the lowest trading
price of the Common Stock as reported on the National Quotations
Bureau OTC 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 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 together with an
Opinion of Counsel, 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). If the shares have not been
delivered within 3 business days, the Notice of Conversion may be rescinded.
Such conversion shall be effectuated by the Company delivering the shares of
Common Stock to the Holder within 3 business days of receipt by the Company of
the Notice of Conversion. Accrued, but unpaid interest shall be subject to
conversion. No fractional shares or scrip representing fractions of shares will
be issued on conversion, but the number of shares issuable shall be rounded to
the nearest whole share. To the extent the Conversion Price of the Company’s
Common Stock closes below the par value per share, the Company will take all
steps necessary to solicit the consent of the stockholders to reduce the par
value to the lowest value possible under law. The Company agrees to honor all
conversions submitted pending this increase. In the event the Company
experiences a DTC “Chill” on its shares, the conversion price shall be decreased to 55% instead of 65% while
that “Chill” is in effect. In no event shall the Holder be allowed to effect
a conversion if such conversion, along with all other shares of Company Common
Stock beneficially owned by the Holder and its affiliates would exceed 9.9% of
the outstanding shares of the Common Stock of the Company. All the terms set
forth herein, including but not limited to interest rate, prepayment terms,
conversion discount or lookback 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 or otherwise) or lookback period to
another party or otherwise grants any more favorable terms to any third party
than those contained herein while this note is in effect. 

2 





                   
(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, at any
time, send in a Notice of Conversion to the Company for Interest Shares based on
the formula provided in Section 4(a) above. The dollar amount converted into
Interest Shares shall be all or a portion of the accrued interest calculated on
the unpaid principal balance of this Note to the date of such notice.

                   
(c)        The Notes may be prepaid with the
following penalties:


	PREPAY DATE 	PREPAY AMOUNT 
	≤ 30 days 	120% of principal plus accrued interest 
	31-60 days 	126% of principal plus accrued interest 
	61- 90 days 	132% of principal plus accrued interest 
	91-120 days 	138% of principal plus accrued interest 
	121-150 days 	144% of principal plus accrued interest 
	151-180 days 	150% of principal plus accrued interest
  



This Note may not be prepaid after the 180th day.
Such redemption must be closed and funded within 3 days of giving notice of
redemption of the right to redeem shall be null and void. 

                   
(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 (excluding an increase in authorized capital) 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. 

3 





                   
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.          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 (which does not include a “going concern opinion); (2) admit in
writing its inability to pay its debts generally as they mature; (3) make an
assignment for the benefit of creditors or commence proceedings for its
dissolution; (4) apply for or consent to the appointment of a trustee,
liquidator or receiver for its or for a substantial part of its property or
business; (5) file a petition for bankruptcy relief, consent to the filing of such petition or have filed against it an involuntary
petition for bankruptcy relief, all under federal or state laws as applicable;
or 

4 





                   
(e)        A trustee, liquidator or receiver
shall be appointed for the Company or for a substantial part of its property or
business without its consent and shall not be discharged within sixty (60) days
after such appointment; or 

                   
(f)        Any governmental agency or any
court of competent jurisdiction at the instance of any governmental agency shall
assume custody or control of the whole or any substantial portion of the
properties or assets of the Company; or 

                   
(g)        One or more money judgments, writs
or warrants of attachment, or similar process, in excess of fifty thousand
dollars ($50,000) in the aggregate, shall be entered or filed against the
Company or any of its properties or other assets and shall remain unpaid,
unvacated, unbonded or unstayed for a period of fifteen (15) days or in any
event later than five (5) days prior to the date of any proposed sale
thereunder; or 

                   
(h)        Defaulted on or breached any term
of any other note of similar debt instrument into which the Company has entered
and failed to cure such default within the appropriate grace period; or 

                   
(i)        The Company shall have its Common
Stock delisted from an exchange (including the OTC Markets exchange) or, if the
Common Stock trades on an exchange, then trading in the Common Stock shall be
suspended for more than 10 consecutive days or ceases to file its 1934 act
reports with the SEC;

                   
(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 which
includes an Opinion of Counsel expressing an opinion which supports the removal
of a restrictive legend; or 

                   
(l)        The Company shall not replenish
the reserve set forth in Section 12, within 3 business days of the request of
the Holder. 

                   
(m)        The Company shall be delinquent in
its periodic report filings with the Securities and Exchange Commission; or 

                   
(n)        The Company shall cause to lose
the “bid” price for its stock in a market (including the OTC marketplace or
other exchange). 

Then, or at any time thereafter, unless cured within 5 days,
and in each and every such case, unless such Event of Default shall have been
waived in writing by the Holder (which waiver shall not be deemed to be a waiver
of any subsequent default) at the option of the Holder and in the Holder's sole discretion, the Holder may consider this Note
immediately due and payable, without presentment, demand, protest or (further)
notice of any kind (other than notice of acceleration), all of which are hereby
expressly waived, anything herein or in any note or other instruments contained
to the contrary notwithstanding, and the Holder may immediately, and without
expiration of any period of grace, enforce any and all of the Holder's rights
and remedies provided herein or any other rights or remedies afforded by law.
Upon an Event of Default, interest shall accrue at a default interest rate of
24% per annum or, if such rate is usurious or not permitted by current law, then
at the highest rate of interest permitted by law. In the event of a breach of
Section 8(k) the penalty shall be $250 per day the shares are not issued
beginning on the 4th day after the conversion notice was delivered to
the Company. This penalty shall increase to $500 per day beginning on the
10th day. The penalty for a breach of Section 8(n) shall be an
increase of the outstanding principal amounts by 20%. In case of a breach of
Section 8(i), the outstanding principal due under this Note shall increase by
50%. If this Note is not paid at maturity, the outstanding principal due under
this Note shall increase by 10%. Further, if a breach of Section 8(m) occurs or
is continuing after the 6 month anniversary of the Note, then the Holder shall
be entitled to use the lowest closing bid price during the delinquency period as
a base price for the conversion. For example, if the lowest closing bid price
during the delinquency period is $0.01 per share and the conversion discount is
50% the Holder may elect to convert future conversions at $0.005 per share. If
this Note is not paid at maturity, the outstanding principal due under this Note
shall increase by 10%. 

5 





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.

                   
Make-Whole for Failure to Deliver Loss. At the Holder’s election, if the Company
fails for any reason to deliver to the Holder the conversion shares by the by
the 3rd business day following the delivery of a Notice of Conversion to the
Company and if the Holder incurs a Failure to Deliver Loss, then at any time the
Holder may provide the Company written notice indicating the amounts payable to
the Holder in respect of the Failure to Deliver Loss and the Company must make
the Holder whole as follows: Failure to Deliver Loss = [(High trade price at any
time on or after the day of exercise) x (Number of conversion shares)] 

The Company must pay the Failure to Deliver Loss by cash
payment, and any such cash payment must be made by the third business day from
the time of the Holder’s written notice to the Company. 

                   
9.          In case any provision
of this Note is held by a court of competent jurisdiction to be excessive in
scope or otherwise invalid or unenforceable, such provision shall be adjusted
rather than voided, if possible, so that it is enforceable to the maximum extent
possible, and the validity and enforceability of the remaining provisions of
this Note will not in any way be affected or impaired thereby. 

6 





                   
10.        Neither this Note nor any term
hereof may be amended, waived, discharged or terminated other than by a written
instrument signed by the Company and the Holder. This Note may not be assigned
without the prior written consent of the Company.

                   
11.        The Company represents that it is
not a “shell” issuer and 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. 

                   
12.        The Company shall issue
irrevocable transfer agent instructions reserving 25,128,000 shares of its
Common Stock for conversions under this Note and another note in the amount of
$50,000 of even date herein (the “Share Reserve”). Upon full conversion of this
Note, any shares remaining in the Share Reserve shall be cancelled. The Company
shall pay all transfer agent costs associated with issuing and delivering the
share certificates to Holder. If such amounts are to be paid by the Holder, it
may deduct such amounts from the Conversion Price. The company should at all
times reserve a minimum of three times the amount of shares required if the note
would be fully converted. The Holder may reasonably request increases from time
to time to reserve such amounts. The Company will instruct its transfer agent to
provide the outstanding share information to the Holder in connection with its
conversions.

                   
13.        The Company will give the Holder
direct notice of any corporate actions, including but not limited to name
changes, stock splits, recapitalizations etc. This notice shall be given to the
Holder as soon as possible under law.

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

7 





                   
IN WITNESS WHEREOF, the Company has caused this Note to be duly executed by an
officer thereunto duly authorized. 

Dated: April 19, 2016 

 

EXHIBIT A

NOTICE OF CONVERSION 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:
___________________________________



8 

____ 

Initials 




Shares are to be sent or delivered to the following account: 

Account Name:
  _______________________________________________________________________________

   Address:
  ____________________________________________________________________________________



9 

____ 
Initials