Lithium Exploration Group, Inc.: Exhibit 10.16 - 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 $50,000.00 

     LITHIUM EXPLORATION GROUP, INC.

10% CONVERTIBLE REDEEMABLE NOTE 
DUE MARCH 5, 2015 

                     FOR VALUE RECEIVED, Lithium Exploration Group, Inc. (the
“Company”) promises to pay to the order of UNION CAPITAL, LLC and its authorized
successors and permitted assigns ("Holder"), the aggregate principal face
amount of Fifty Thousand dollars exactly (U.S. $50,000.00) on March 5, 2015
("Maturity Date") and to pay interest on the principal amount outstanding
hereunder at the rate of 10% per annum commencing on March 3, 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 338 Crown Street, 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 redeem 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 

                                          (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;

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                                          (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
allow 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 5,454,000 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: 3/5/14 


	LITHIUM EXPLORATION GROUP, INC.
    
	  	 
	By: 	
		Title:
  CEO  




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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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