Lithium Exploration Group Inc.: Exhibit 10.8 - Filed by newsfilecorp.com








	
      THE SECURITIES OFFERED HEREBY 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 BY SECTION 3(b) OF THE SECURITIES ACT OF
      1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED
      THEREUNDER (THE "1933 ACT)





US $75,000.00 

     LITHIUM EXPLORATION GROUP, INC.

10% CONVERTIBLE REDEEMABLE NOTE 
DUE FEBRUARY 27, 2015 

              
FOR VALUE RECEIVED, Lithium Exploration Group, Inc. (the “Company”) promises to
pay to the order of LG CAPITAL FUNDING, LLC and its authorized successors and
permitted assigns ("Holder"), the aggregate principal face amount of
Seventy Five Thousand dollars exactly (U.S. $75,000.00) on February 27, 2015
("Maturity Date") and to pay interest on the principal amount outstanding
hereunder at the rate of 10% per annum commencing on February 27, 2014. 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 1218 Union Street, Suite
#2, Brooklyn, NY 11225 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. 

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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") and applicable state securities laws. 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 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 is entitled, at its option, at any time after 180 days,
and after full cash payment for the shares convertible hereunder, 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") without restrictive legend of any nature, at a price ("Conversion
Price") for each share of Common Stock equal to 50% of the lowest
closing bid price of the Common Stock as reported on the National
Quotations Bureau OTCQB 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 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 included 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. Once the Holder has
received such shares of Common Stock, the Holder shall surrender this Note to
the Company, executed by the Holder evidencing such 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. 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. 

               
             
(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"). The 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)              
During the first six months this Note is in effect, the Company may re-deem this Note by paying to the Holder an amount as follows:
(i) if the redemption is within the first 90 days this Note is in effect, then
for an amount equal to 125% of the unpaid principal amount of this Note along
with any interest that has accrued during that period, (ii) if the redemption is
after the 91st day this Note is in effect, but less than the 150th day this Note is in effect, then for an amount equal to 140% of the unpaid
principal amount of this Note along with any accrued interest and (ii) if the
redemption is after the 150th day this Note is in effect, but less
than the 180th day this Note is in effect, then for an amount equal
to 150% of the unpaid principal amount of this Note along with any accrued
interest. This Note may not be redeemed after 180 days. The redemption must be
closed and paid for within 3 business days of the Company sending the redemption
demand or the redemption will be invalid and the Company may not redeem this
Note. 

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(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, 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 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. 

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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, and not cure such failure within 10
days of such event; 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 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 thirty (30) 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 

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(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)              
Intentionally Deleted;

                            
(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 12, within 3
business days of the request of the Holder. 

Then, or at any time thereafter, unless cured, 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 be
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 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. 

If the Holder shall commence an action or proceeding to enforce
any provisions of this Note, including without limitation engaging an attorney,
then 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.

                            
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. 

                            
11.            
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 al-low for salability of the conversion shares or (ii) accept such
opinion from Holder’s counsel. 

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12.              
The Company will issue irrevocable transfer agent instructions reserving
6,181,318 shares of Common Stock for conversion under this Note. The reserve
shall be replenished as needed to allow for conversions of this Note. Upon full
conversion of this Note, the reserve representing this Note shall be
cancelled.

                            
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 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: 02/27/14

LITHIUM EXPLORATION GROUP, INC. 

	 	By:	
	 	Title: President 


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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:
_____________________________________________________________________________________________________

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