Lithium Exploration Group Inc.: Exhibit 10.2 - Filed by newsfilecorp.com






Page 1 of 8 


	
      NEITHER THIS NOTE NOR THE SECURITIES THAT MAY BE
      ISSUED BY THE BORROWER UPON CONVERSION HEREOF (COLLECTIVELY, THE
      "SECURITIES") HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF
      1933, AS AMENDED (THE "1933 ACT"), OR THE SECURITIES LAWS OF ANY
      STATE OR OTHER JURISDICTION. NEITHER THE SECURITIES NOR ANY
      INTEREST OR PARTICIPATION THEREIN MAY BE OFFERED FOR SALE, SOLD,
      TRANSFERRED OR ASSIGNED: (i) IN THE ABSENCE OF AN EFFECTIVE
      REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE 1933 ACT, OR
      APPLICABLE STATE SECURITIES LAWS; OR (ii) IN THE ABSENCE OF AN OPINION
      OF COUNSEL, IN A FORM ACCEPTABLE TO THE ISSUER, THAT REGISTRATION
      IS NOT REQUIRED UNDER THE 1933 ACT OR; (iii) UNLESS SOLD,
      TRANSFERRED OR ASSIGNED PURSUANT TO RULE 144 UNDER THE 1933
      ACT. 




12% CONVERTIBLE
NOTE 

Maturity date of August 27, 2014 

	$ 100,000 	February 27, 2014 (the "Issuance
Date") 


                             
FOR VALUE RECEIVED, Lithium Exploration Group Inc, a Nevada
Corporation (the "Company") doing business in Scottsdale Arizona, hereby
promises to pay to the order of JSJ Investments Inc., an accredited investor and
Texas Corporation, or its assigns (the "Holder") the principal amount of One
Hundred Thousand Dollars ($100,000), on demand of the Holder (the "Maturity
Date"), and to pay interest on the unpaid principal balance hereof at the rate
of Twelve Percent (12%) per annum (the “Interest Rate”) from the date
hereof (the “Issue Date”) until the same becomes due and payable, whether
at maturity or upon acceleration or by prepayment or otherwise; provided,
that any amount of principal or interest on this Note which is not paid when due
shall bear interest at such rate on the unpaid principal balance hereof plus the
Default Amount (as defined in Article 7, infra) from the due date thereof
until the same is paid in full. Interest shall commence accruing on the Issuance
Date, shall be computed on the basis of a 365-day year and the actual number of
days elapsed and shall accrue quarterly

              
1.              
Payments of Principal and Interest.

                             
(a)              
Payment of Principal. Upon the Maturity Date, this note has a cash
redemption premium of 150% of the principal amount only upon approval and
acceptance by JSJ Investments, Inc. This provision only may be exercised if the
consent of the Note holder is obtained. The principal balance of this Note shall
be paid to the Holder hereof on the Demand. The Company shall not prematurely
pay or prepay any outstanding principal balance to the Holder. 

                
            
(b)    
          Default Interest.
Any amount of principal on this Note which is not paid when due shall bear ten
percent (12%) interest per annum from the date thereof until the same is paid
("Default Interest") and the Holder, at the Holder's sole discretion, may
include any accrued but unpaid Default Interest in the Conversion Amount. 

                    
         
(c)              
General Payment Provisions. This Note shall be made in lawful money of
the United States of America by check to such account as the
Holder may from time to time designate by written notice to the Company in
accordance with the provisions of this Note. Whenever any amount expressed to be
due by the terms of this Note is due on any day which is not a Business Day (as
defined below), the same shall instead be due on the next succeeding day which
is a Business Day and, in the case of any interest payment date which is not the
date on which this Note is paid in full, the extension of the due date thereof
shall not be taken into account for purposes of determining the amount of
interest due on such date. For purposes of this Note, "Business Day"
shall mean any day other than a Saturday, Sunday or a day on which commercial
banks in the State of Georgia are authorized or required by law or executive
order to remain closed. 




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2.              
Conversion of Note. At any time prior to the Maturity Date, this Note
shall be convertible into shares of the Company's common stock, share (the
"Common Stock"), on the terms and conditions set forth in this Paragraph
2. 

                             
(a)              
Certain Defined Terms. For purposes of this Note, the following terms
shall have the following meanings: 

                                (1)              
"Conversion Amount" means the sum of (A) the principal amount of this Note to be
converted with respect to which this determination is being made, and (B)
Default Interest, if any, on unpaid interest and principal, if so included at
the Holder's sole discretion. 

                                (2)              
"Conversion Price" means 50% discount to the average of the three lowest bids on
the twenty trading days before the date this Note is executed, or 50% of the
average of the three lowest bids during the twenty trading days preceding the
delivery of any Conversion notice, whichever is lower. 

                                (3)              
"Person" means an individual, a limited liability company, a partnership, a
joint venture, a corporation, a trust, an unincorporated organization and a
government or any department or agency thereof. 

                                (4)              
“Shares” means the Shares into which any balance on this Note may be converted
upon submission of a Conversion Notice. 

                             
(b)              
Holder's Conversion Right. At any time or times on or after the Issuance
Date, the Holder shall be entitled to convert all of the outstanding and unpaid
principal amount of this Note into fully paid and non-assessable shares of
Common Stock in accordance with the stated Conversion Price. The Company shall
not issue any fraction of a share of Common Stock upon any conversion; if such
issuance would result in the issuance of a fraction of a share of Common Stock,
the Company shall round such fraction of a share of Common Stock up to the
nearest whole share. 

                             
(c)              
Conversion Amount . Loan shall be converted pursuant to
Rule 144(b)(1)(ii) and Rule 144(d)(1)(ii) as promulgated by the Securities and
Exchange Commission under the Securities Act of 1933, as amended, into
free-trading shares at the Conversion Price.




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(d)              
Mechanics of Conversion. The conversion of this Note shall be conducted
in the following manner: 

                                 (1)              
Holder's Conversion Requirements. To convert this Note into shares of
Common Stock on any date set forth in the Conversion Notice by the Holder (the
"Conversion Date"), the Holder hereof shall transmit by email, facsimile or
otherwise deliver, for receipt on or prior to 11:59 p.m., Eastern Time on such
date, a copy of a fully executed notice of conversion in the form attached
hereto as Exhibit 2(e)(1) (the "Conversion Notice") to the Company. 

                                 (2)              
Company's Response. Upon receipt by the Company of a copy of a Conversion
Notice, the Company shall as soon as practicable, but in no event later
than one (1) Business Day after receipt of such Conversion Notice, send, via
email, facsimile or overnight courier, a confirmation of receipt of such
Conversion Notice to such Holder indicating that the Company will process such
Conversion Notice in accordance with the terms herein. Within two (2) Business
Days after the date of the Conversion Confirmation, the Company shall have
issued and surrendered to FedEx for delivery the next day to the address as
specified in the Conversion Notice, a certificate, registered in the name of the
Holder, for the number of shares of Common Stock to which the Holder shall be
entitled.

                                 (3)              
Record Holder. The person or persons entitled to receive the shares of
Common Stock issuable upon a conversion of this Note shall be treated for all
purposes as the record holder or holders of such shares of Common Stock on the
Conversion Date. 

                                 (4)              
Timely Response by Company. Upon receipt by Company of a Conversion
Notice, Company shall respond in a timely manner to Holder by provision within
one business day of the Shares requested in the Conversion Notice.

                                 (5)               
Penalty for Delinquent Response. If Company fails to deliver for whatever
reason (including any neglect or failure by, e.g. the Company, its
counsel or the transfer agent) to Holder the Shares as requested in a Conversion
Notice and within three business days of the receipt thereof, there shall accrue
a penalty of Additional Shares due to Holder equal to 25% of the number stated
in the Conversion Notice beginning on the Fourth business day after the date of
the Notice. The Additional Shares shall be issued and the amount of the Note
retired will not be reduced beyond that stated in the Conversion Notice. Each
additional business day beyond the Fourth business day after the date of this
Notice shall accrue an additional 25% penalty for delinquency, without any
corresponding reduction in the amount due under the Note, for so long as Company
fails to provide the Shares so demanded. 




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3.               Other Rights of Holders. Reorganization, Reclassification, Consolidation, Merger or Sale. Any recapitalization, reorganization,
reclassification, consolidation, merger, sale of all or substantially all of the
Company's assets to another Person or other transaction which is effected in
such a way that holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) stock,
securities or assets with respect to or in exchange for Common Stock is referred
to herein as "Organic Change." Prior to the consummation of any
(i) Organic Change or (ii) other Organic Change following which the Company is
not a surviving entity, the Company will secure from the Person purchasing such
assets or the successor resulting from such Organic Change (in each case, the
"Acquiring Entity") a written agreement (in form and substance reasonably
satisfactory to the Holder) to deliver to Holder in exchange for this Note, a
security of the Acquiring Entity evidenced by a written instrument substantially
similar in form and substance to this Note, and reasonably satisfactory to the
Holder. Prior to the consummation of any other Organic Change, the Company shall
make appropriate provision (in form and substance reasonably satisfactory to the
Holders of a majority of the Conversion Amount of the Notes then outstanding) to
ensure that each of the Holders will thereafter have the right to acquire and
receive in lieu of or in addition to (as the case may be) the shares of Common
Stock immediately theretofore acquirable and receivable upon the conversion of
such Holder's Note, such shares of stock, securities or assets that would have
been issued or payable in such Organic Change with respect to or in exchange for
the number of shares of Common Stock which would have been acquirable and
receivable upon the conversion of such Holder's Note as of the date of such
Organic Change (without taking into account any limitations or restrictions on
the convertibility of the Note). All provisions of this Note must be included to
the satisfaction of Holder in any new Note created pursuant to this section.

                             
(a)              
Piggy Back Rights. JSJ will be entitled to receive a form of registration
rights that grants JSJ the right to register unregistered stock when either the
company or another investor initiates a registration. This "Piggyback"
registration rights entitle JSJ to register their shares of common stock, or
when converting their shares to common stock, whenever the company conducts a
public offering and/or Registration of any kind, without limitations.

              
4.              
Issuance of Common Stock Equivalents. If the Company, at any time after
the Issuance Date, shall issue any securities convertible into or exchangeable
for, directly or indirectly, Common Stock (“Convertible Securities”), other than
the Note, or any rights or warrants or options to purchase any such Common Stock
or Convertible Securities, shall be issued or sold (collectively, the “Common
Stock Equivalents”) and the aggregate of the price per share for which
Additional Shares of Common Stock may be issuable thereafter pursuant to such
Common Stock Equivalent, plus the consideration received by the Company for
issuance of such Common Stock Equivalent divided by the number of shares of
Common Stock issuable pursuant to such Common Stock Equivalent (the “Aggregate
Per Common Share Price”) shall be less than the applicable Conversion Price then
in effect, or if, after any such issuance of Common Stock Equivalents, the price
per share for which Additional Shares of Common Stock may be issuable thereafter
is amended or adjusted, and such price as so amended shall make the Aggregate
Per Share Common Price be less than the applicable Conversion Price in effect at
the time of such amendment or adjustment, then the applicable Conversion Price
upon each such issuance or amendment shall be adjusted as provided in the first
sentence of subsection (vi) of this Section 3.5(a) on the basis that (1) the
maximum number of Additional Shares of Common Stock issuable pursuant to all
such Common Stock Equivalents shall be deemed to have been issued (whether or
not such Common Stock Equivalents are actually then exercisable, convertible or
exchangeable in whole or in part) as of the earlier of (A) the
date on which the Company shall enter into a firm contract for the issuance of
such Common Stock Equivalent, or (B) the date of actual issuance of such Common
Stock Equivalent. No adjustment of the applicable Conversion Price shall be made
under this subsection (vii) upon the issuance of any Convertible Security which
is issued pursuant to the exercise of any warrants or other subscription or
purchase rights therefor, if any adjustment shall previously have been made to
the exercise price of such warrants then in effect upon the issuance of such
warrants or other rights pursuant to this subsection (vii). No adjustment shall
be made to the Conversion Price upon the issuance of Common Stock pursuant to
the exercise, conversion or exchange of any Convertible Security or Common Stock
Equivalent where an adjustment to the Conversion Price was made as a result of
the issuance or purchase of any Convertible Security or Common Stock
Equivalent.




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5.              
Reservation of Shares. The Company shall at all times, so long as any
principal amount of the Note is outstanding, reserve and keep available out of
its authorized and unissued Common Stock, solely for the purpose of effecting
the conversion of the Note, such number of shares of Common Stock as shall at
all times be sufficient to effect the conversion of all of the principal amount
of the Note then outstanding; provided that the number of shares of Common Stock
so reserved shall at no time be less than two hundred (200%) of the number of
shares of Common Stock for which the principal amount of the Note are at any
time convertible. The initial number of shares of Common Stock reserved for
conversions of the Notes and each increase in the number of shares so reserved
shall be allocated pro rata among the Holders of the Note based on the principal
amount of the Notes held by each Holder at the time of issuance of the Notes or
increase in the number of reserved shares, as the case may be. In the event a
Holder shall sell or otherwise transfer any of such Holder's Note, each
transferee shall be allocated a pro rata portion of the number of reserved
shares of Common Stock reserved for such transferor. Any shares of Common Stock
reserved and allocated to any Person which ceases to hold any Note shall be
allocated to the remaining Holders, pro rata based on the principal amount of
the Note then held by such Holders. 

              
6.              
Voting Rights. Holders of this Note shall have no voting rights, except
as required by law. 

              
7.              
Reissuance of Note. In the event of a conversion or redemption pursuant
to this Note of less than all of the Conversion Amount represented by this Note,
the Company shall promptly cause to be issued and delivered to the Holder, upon
tender by the Holder of the Note converted or redeemed, a new note of like tenor
representing the remaining principal amount of this Note which has not been so
converted or redeemed and which is in substantially the same form as this Note,
as set forth above in Section 1(e)(2). 

              
8.              
Defaults and Remedies. 

                               
(a)              
Events of Default. An "Event of Default" is: (i) default for ten
(10) days in payment of interest or Default Interest on this Note; (ii) default
in payment of the principal amount of this Note when due; (iii) failure by the
Company for thirty (30) days after notice to it to comply with any other
material provision of this Note; (iv) if the Company pursuant to or within the
meaning of any Bankruptcy Law; (A) commences a voluntary case; (B) consents to
the entry of an order for relief against it in an involuntary case; (C) consents
to the appointment of a Custodian of it or for all or substantially all of its
property; (D) makes a general assignment for the benefit of its creditors; or
(E) admits in writing that it is generally unable to pay its debts as the same become due; or (vi) a court
of competent jurisdiction enters an order or decree under any Bankruptcy Law
that: (I) is for relief against the Company in an involuntary case; (2) appoints
a Custodian of the Company or for all or substantially all of its property; or
(3) orders the liquidation of the Company or any subsidiary, and the order or
decree remains unstayed and in effect for thirty (30) days. The Term "Bankruptcy
Law" means Title 11, U.S. Code, or any similar Federal or State Law for the
relief of debtors. The term "Custodian" means any receiver, trustee, assignee,
liquidator or similar official under any Bankruptcy Law. 




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(b)              
Remedies. If an Event of Default occurs and is continuing, the Holder of
this Note may declare all of this Note, including any interest and Default
Interest and other amounts due, to be due and payable immediately.

              
9.              
Vote to Change the Terms of this Note. This Note and any provision hereof
may only be amended by an instrument in writing signed by the Company and
holders of a majority of the aggregate Conversion Amount of the Notes then
outstanding. 

              
10.             
Lost or Stolen Note. Upon receipt by the Company of evidence satisfactory
to the Company of the loss, theft, destruction or mutilation of this Note, and,
in the case of loss, theft or destruction, of an indemnification undertaking by
the Holder to the Company in a form reasonably acceptable to the Company and, in
the case of mutilation, upon surrender and cancellation of the Notes, the
Company shall execute and deliver a new Note of like tenor and date and in
substantially the same form as this Note; provided, however, the Company shall
not be obligated to re-issue a Note if the Holder contemporaneously requests the
Company to convert such remaining principal amount into Common Stock. 

              
11.              Payment
of Collection, Enforcement and Other Costs. If: (i) this Note is placed in
the hands of an attorney for collection or enforcement or is collected or
enforced through any legal proceeding; or (ii) an attorney is retained to
represent the Holder of this Note in any bankruptcy, reorganization,
receivership or other proceedings affecting creditors' rights and involving a
claim under this Note, then the Company shall pay to the Holder all reasonable
attorneys' fees, costs and expenses incurred in connection therewith, in
addition to all other amounts due hereunder. 

              
12.              Cancellation.
After all principal and accrued interest at any time owed on this Note has been
paid in full, this Note shall automatically be deemed canceled, shall be
surrendered to the Company for cancellation and shall not be reissued. 

              
13.              Waiver
of Notice. To the extent permitted by law, the Company hereby waives demand,
notice, protest and all other demands and notices in connection with the
delivery, acceptance, performance, default or enforcement of this Note. 

              
14.              Governing
Law. This Note shall be construed and enforced in accordance with, and all
questions concerning the construction, validity, interpretation and performance
of this Note shall be governed by, the laws of the State of Texas, without
giving effect to provisions thereof regarding conflict of laws. Each party
hereby irrevocably submits to the non-exclusive 




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jurisdiction of the state and federal courts sitting in Texas
for the adjudication of any dispute hereunder or in connection herewith or with
any transaction contemplated hereby or discussed herein, and hereby irrevocably
waives, and agrees not to assert in any suit, action or proceeding, any claim
that it is not personally subject to the jurisdiction of any such court, that
such suit, action or proceeding is brought in an inconvenient forum or that the
venue of such suit, action or proceeding is improper. Each party hereby
irrevocably waives personal service of process and consents to process being
served in any such suit, action or proceeding by sending by certified mail or
overnight courier a copy thereof to such party at the address for such notices
to it under this Agreement and agrees that such service shall constitute good
and sufficient service of process and notice thereof. Nothing contained herein
shall be deemed to limit in any way any right to serve process in any manner
permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE,
AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE
HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY
TRANSACTION CONTEMPLATED HEREBY. 

              
15.              
Remedies, Characterizations, Other Obligations, Breaches and Injunctive
Relief. The remedies provided in this Note shall be cumulative and in
addition to all other remedies available under this Note, at law or in equity
(including a decree of specific performance and/or other injunctive relief), and
no remedy contained herein shall be deemed a waiver of compliance with the
provisions giving rise to such remedy and nothing herein shall limit a Holder's
right to pursue actual damages for any failure by the Company to comply with the
terms of this Note. The Company covenants to each Holder of Notes that there
shall be no characterization concerning this instrument other than as expressly
provided herein. Amounts set forth or provided for herein with respect to
payments, conversion and the like (and the computation thereof) shall be the
amounts to be received by the Holder thereof and shall not, except as expressly
provided herein, be subject to any other obligation of the Company (or the
performance thereof). 

              
16.              
Specific Shall Not Limit General; Construction. No specific provision
contained in this Note shall limit or modify any more general provision
contained herein. This Note shall be deemed to be jointly drafted by the Company
and all Holders and shall not be construed against any person as the drafter
hereof. 

              
17.              
Failure or Indulgence Not Waiver. No failure or delay on the part of this
Note in the exercise of any power, right or privilege hereunder shall operate as
a waiver thereof, nor shall any single or partial exercise of any such power,
right or privilege preclude other or further exercise thereof or of any other
right, power or privilege. 

IN WITNESS WHEREOF, the Company has caused this Note to
be signed by its CEO, on and as of the Issuance Date.

	 	By: 	 
	 	Alex Wash, CEO 
	 	Lithium Exploration Group Inc.  






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E X H I B I T 1 

CONVERSION NOTICE 

Reference is made to the Convertible Note issued by Lithium
Exploration Group, Inc. (the "Note"). 

In accordance with and pursuant to the Note, the undersigned
hereby elects to convert a portion (or all) of the principal balance of the
Note, indicated below into shares of Common Stock (the "Common Stock"), of the
Company, by tendering the Note specified below as of the date specified below.


Date of Conversion: 

	Principal Amount to be converted: 	$ 	 
	 	 	 
	Please confirm the following information: 	  	 


Conversion Amount: 
Conversion Price: 
Number of shares
of Common Stock to be issued: 

Please issue the Common Stock into which the Note is being
converted in the name of the Holder of the Note and to the following address:


	Authorization: 	
	 	Holder: 
	 	  
	 	By:_________________________________ 
	 	Sameer Hirji, President 
	 	JSJ Investments Inc. 



	Accepted by: 	
	 	  
	 	  
	 	  
	 	  
	 	By:
      _____________________________________________
	 	Alex Walsh, CEO 
	 	Lithium Exploration Group Inc.


Accepted as of: