Lithium Exploration Group, Inc.: Exhibit 10.25 - Filed by newsfilecorp.com






THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF
ANY STATE, AND HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN
CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION
MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR
AN OPINION OF COUNSEL FOR THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED
UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS. 

THIS NOTE DOES NOT REQUIRE PHYSICAL SURRENDER OF THIS NOTE IN
THE EVENT OF A PARTIAL REDEMPTION OR CONVERSION. AS A RESULT, FOLLOWING ANY
REDEMPTION OR CONVERSION OF ANY PORTION OF THIS NOTE, THE OUTSTANDING PRINCIPAL
AMOUNT REPRESENTED BY THIS NOTE MAY BE LESS THAN THE PRINCIPAL AMOUNT AND
ACCRUED INTEREST SET FORTH BELOW. 

	Original Issue Date: March 3, 2014 	$115,000.00 


LITHIUM EXPLORATION GROUP, INC. 

15% OID CONVERTIBLE NOTE DUE April 1, 2015 

                     This 15% OID Convertible Note of Lithium Exploration Group,
Inc., a Nevada corporation (the “Company”), having its principal place of
business at 3200 N. Hayden Rd, #235, Scottsdale, AZ (this “Note”), is
duly authorized and validly issued. 

                     FOR VALUE RECEIVED, the Company
promises to pay to the order of BLACK MOUNTAIN EQUITIES, INC., a California
company, or its registered assigns (the “Holder”), or shall have paid
pursuant to the terms hereunder, on or before April 1, 2015 (the
“Maturity Date”) or such earlier date as this Note is required or
permitted to be repaid as provided hereunder, the principal sum of $115,000.00.


                     This Note is subject to the following
additional provisions: 

                     Section 1.                   Definitions.
For the purposes hereof, in addition to the terms defined elsewhere in this
Note (a) capitalized terms not otherwise defined herein shall have the meanings
set forth in the Purchase Agreement and (b) the following terms shall have the
following meanings: 

                     “Bankruptcy Event” means any
of the following events: (a) the Company or any Subsidiary thereof commences a
case or other proceeding under any bankruptcy, reorganization, arrangement,
adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or
similar law of any jurisdiction relating to the Company or any Subsidiary
thereof; (b) there is commenced against the Company or any Subsidiary thereof
any such case or proceeding that is not dismissed within 60 days after
commencement; (c) the Company or any Subsidiary thereof is adjudicated insolvent
or bankrupt or any order of relief or other order approving any
such case or proceeding is entered; (d) the Company or any Subsidiary thereof
suffers any appointment of any custodian or the like for it or any substantial
part of its property that is not discharged or stayed within 60 calendar days
after such appointment; (e) the Company or any Subsidiary thereof makes a
general assignment for the benefit of creditors; (f) the Company or any
Subsidiary thereof calls a meeting of its creditors with a view to arranging a
composition, adjustment or restructuring of its debts; or (g) the Company or any
Subsidiary thereof, by any act or failure to act, expressly indicates its
consent to, approval of or acquiescence in any of the foregoing or takes any
corporate or other action for the purpose of effecting any of the foregoing. 

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                     “Business Day” means any day
except any Saturday, any Sunday, any day which shall be a federal legal holiday
in the United States or any day on which banking institutions in the State of
New York are authorized or required by law or other governmental action to
close. 

                     “Change of Control
Transaction” means the occurrence after the date hereof of any of (i) an
acquisition after the date hereof by an individual or legal entity or “group”
(as described in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act
of 1934, as amended) of effective control (whether through legal or beneficial
ownership of capital stock of the Company, by contract or otherwise) of in
excess of 33% of the voting securities of the Company, or (ii) the Company
merges into or consolidates with any other entity, or any entity merges into or
consolidates with the Company and, after giving effect to such transaction, the
stockholders of the Company immediately prior to such transaction own less than
66% of the aggregate voting power of the Company or the successor entity of such
transaction, or (iii) the Company sells or transfers all or substantially all of
its assets to a third party and the stockholders of the Company immediately
prior to such transaction own less than 66% of the aggregate voting power of the
acquiring entity immediately after the transaction, or (iv) a replacement at one
time or within a three year period of more than one-half of the members of the
Company’s board of directors which is not approved by a majority of those
individuals who are members of the board of directors on the date hereof (or by
those individuals who are serving as members of the board of directors on any
date whose nomination to the board of directors was approved by a majority of
the members of the board of directors who are members on the date hereof), or
(v) the execution by the Company of an agreement to which the Company is a party
or by which it is bound, providing for any of the events set forth in clauses
(i) through (iv) above. 

                     “Event of Default” shall have
the meaning set forth in Section 5. 

                     “Fundamental Transaction” means
any Change of Control Transaction. 

                     “Mandatory Default Amount” is
equal to the greater of (i) one hundred twenty percent (120%) of the outstanding
Principal (plus all accrued and unpaid Interest, if any) and (ii) the product of
(A) the highest closing price for the five (5) days on which the principal
Primary Market is open for business (a “Trading Day”) immediately
preceding the Holder’s acceleration and (B) a fraction, of which the
numerator is the entire outstanding Principal, and of which the denominator is
the Conversion Price as of the date such ratio is being determined.

2 




                     “New York Courts” shall have
the meaning set forth in Section 7(d). 

                     “Original Issue Date” means
the date of the issuance of this Note, regardless of any transfers of any Note
and regardless of the number of instruments which may be issued to evidence this
Note. 

                     “Purchase Agreement”
means that certain Securities Purchase Agreement, dated on or about the date
hereof, among the Company and the Holder, as amended, modified or supplemented
from time to time in accordance with its terms. 

                     “Subsidiary” means any direct
or indirect subsidiary of the Company currently existing or formed or acquired
after the date hereof. 

                     Section 2.
                  Interest Rate; Default Interest.


                                         a)                  
Interest Rate. Interest shall accrue on the principal amount hereunder at
a rate of 15% per annum and be payable in cash on the Maturity Date or in shares
of common stock upon a conversion. 

                                          b)                  
Default Interest Rate. Upon an Event of Default hereunder, interest shall
accrue daily on the outstanding principal amount of this Note at a rate per
annum equal to 18%.

                     Section 3.                   Conversion of
Note.This Note shall be convertible into shares of Common Stock,
on the terms and conditions set forth in this Section 3. 

                     (a)                  
Conversion Right. Subject to the provisions of Section 3(c), at
any time or times on or after the date set out above as the Original Issue Date
(the “Original Issue Date”), the Holder shall be entitled to
convert any portion of the outstanding and unpaid Conversion Amount (as defined
below) into fully paid and nonassessable shares of Common Stock in accordance
with Section 3(b), at the Conversion Price (as defined below) subject to
the Conversion Minimum (as defined below). The number of shares of Common Stock
issuable upon conversion of any Conversion Amount pursuant to this Section
3(a) shall be equal to the quotient of dividing the Conversion Amount by the
Conversion Price (“Conversion Shares”). The Company shall not
issue any fraction of a share of Common Stock upon any conversion. If the
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. The Company shall pay any and all transfer agent fees,
legal fees, costs and any other fees or costs that may be incurred or charged in
connection with the issuance of shares of Common Stock to the Holder arising out
of or relating to the conversion of this Note. 

3 




                                                                  (i)                   “Conversion Amount”
means the portion of the Principal and Interest to be converted, plus any
penalties, redeemed or otherwise with respect to which this determination is
being made. 

                                                                  (ii)                  
“Conversion Price” shall equal the lesser of (A) $0.06 and (B)
Fifty percent (50%) of the lowest trade occurring during the twenty (20)
consecutive Trading Days immediately preceding the applicable Conversion Date on
which the Holder elects to convert all or part of this Note, subject to
adjustment as provided in this Note. 

                                                                  (iii)                  
“Conversion Minimum” shall, unless otherwise approved in writing
by the Company, constitute any individual conversion of at least an amount equal
to $10,000 of the Principal. 

                     (b)                   Mechanics of Conversion.

                                                                  (i)                  
Optional Conversion. To convert any Conversion Amount into shares of
Common Stock on any date (a “Conversion Date”), the Holder shall
transmit by email, facsimile (or otherwise deliver), for receipt on or prior to
11:59 p.m., New York, NY Time, on such date, a copy of an executed notice of
conversion in the form attached hereto as Exhibit A (the
“Conversion Notice”) to the Company. On or before the third (3rd)
Business Day following the date of receipt of a Conversion Notice, the Company
shall (A) if legends are not required to be placed on certificates of Common
Stock pursuant to the then existing provisions of Rule 144 of the Securities Act
of 1933 (“Rule 144”) and provided that the Company’s transfer
agent is participating in the Depository Trust Company's (“DTC”)
Fast Automated Securities Transfer Program, credit such aggregate number of
shares of Common Stock to which the Holder shall be entitled to the Holder’s or
its designee’s balance account with DTC, or (B) if the Company’s transfer agent
is not participating in the DTC Fast Automated Securities Transfer Program,
issue and deliver to the address as specified in the Conversion Notice, a
certificate, registered in the name of the Holder or its designee, for the
number of shares of Common Stock to which the Holder shall be entitled which
certificates shall not bear any restrictive legends unless required pursuant the
Rule 144. If this Note is physically surrendered for conversion and the
outstanding Principal is greater than the Principal portion of the Conversion
Amount being converted, then the Company shall, upon request of the Holder, as
soon as practicable and in no event later than three (3) Business Days after
receipt of this Note and at its own expense, issue and deliver to the holder a
new Note representing the outstanding Principal not converted. The individual,
corporation, partnership, limited liability company, limited liability
partnership, trust, association, organization or other entity (each a
“Person”) 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 upon the transmission of a
Conversion Notice. For the purposes hereof, the term “Business
Day” means any day except any Saturday, any Sunday, any day which shall
be a federal legal holiday in the United States or any day on which banking
institutions in the State of California are authorized or required by law or
other governmental action to close. 

4 




                                                                  (ii)                   Company’s Failure to Timely
Convert. If within three (3) Business Days after the Company’s receipt of
the facsimile or email copy of a Conversion Notice, the Company shall fail to
issue and deliver to Holder the number of shares of Common Stock to which the
Holder is entitled upon such Holder's conversion of any Conversion Amount (a
“Conversion Failure”), the Principal shall increase by $1,000 per
day until the Company issues and delivers a certificate to the Holder for the
number of shares of Common Stock to which the Holder is entitled upon such
Holder’s conversion of any Conversion Amount. If the Company fails to deliver
shares in accordance with the timeframe stated in this Section, resulting in a
Conversion Failure, the Holder, at any time prior to selling all of those
shares, may rescind any portion, in whole or in part, of that particular
conversion attributable to the unsold shares and have the rescinded Conversion
Amount returned to the Principal with the rescinded Conversion Shares returned
to the Company. 

                                                                  (iii)                  
DTC Eligibility. If the Company loses its status as “DTC Eligible” for
any reason, the Conversion Price shall thereafter be redefined to mean the
lesser of (A) $0.02 and (B) fifty percent (50%) of the lowest trade occurring
during the twenty (20) consecutive Trading Days immediately preceding the
applicable Conversion Date on which the Holder elects to convert all or part of
this Note, subject to adjustment as provided in this Note. 

                                                                  (iv)                  
Book-Entry. Notwithstanding anything to the contrary set forth herein,
upon conversion of any portion of this Note in accordance with the terms hereof,
the Holder shall not be required to physically surrender this Note to the
Company unless (A) the full Conversion Amount represented by this Note is being
converted or (B) the Holder has provided the Company with prior written notice
(which notice may be included in a Conversion Notice) requesting reissuance of
this Note upon physical surrender of this Note. The Holder and the Company shall
maintain records showing the Principal and Interest converted and the dates of
such conversions or shall use such other method, reasonably satisfactory to the
Holder and the Company, so as not to require physical surrender of this Note
upon conversion. 

                     (c)                   
Limitations on Conversions. The Company shall not effect any conversions
of this Note and the Holder shall not have the right to convert any portion of
this Note or receive shares of Common Stock as payment of interest hereunder to
the extent that after giving effect to such conversion or receipt of such
Interest payment, the Holder, together with any affiliate thereof, would
beneficially own (as determined in accordance with Section 13(d) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”),
and the rules promulgated thereunder) in excess of 9.99% of the number of shares
of Common Stock outstanding immediately after giving effect to such conversion
or receipt of shares as payment of Interest. Since the Holder will not be
obligated to report to the Company the number of shares of Common Stock it may
hold at the time of a conversion hereunder, unless the conversion at issue would
result in the issuance of shares of Common Stock in excess of 9.99% of the then
outstanding shares of Common Stock without regard to any other shares which may
be beneficially owned by the Holder or an affiliate thereof, the Holder shall have the
authority and obligation to determine whether the restriction contained in this
Section will limit any particular conversion hereunder and to the extent that
the Holder determines that the limitation contained in this Section applies, the
determination of which portion of the principal amount of this Note is
convertible shall be the responsibility and obligation of the Holder. If the
Holder has delivered a Conversion Notice for a principal amount of this Note
that, without regard to any other shares that the Holder or its affiliates may
beneficially own, would result in the issuance in excess of the permitted amount
hereunder, the Company shall notify the Holder of this fact and shall honor the
conversion for the maximum principal amount permitted to be converted on such
Conversion Date in accordance with Section 3(a) and, any principal amount
tendered for conversion in excess of the permitted amount hereunder shall remain
outstanding under this Note. The provisions of this Section may be waived by a
Holder (but only as to itself and not to any other Holder) upon not less than
sixty-five (65) days’ prior notice to the Company. Other Holders shall be
unaffected by any such waiver.

5 




                     (d)                   Other Provisions. 

                                                                  (i)                  
Share Reservation. The Company shall at all times reserve and keep
available out of its authorized Common Stock the full number of shares of Common
Stock issuable upon conversion of all outstanding amounts under this Note; and
within five (5) Business Days following the receipt by the Company of a Holder’s
notice that such minimum number of underlying shares of Common Stock is not so
reserved, the Company shall promptly reserve a sufficient number of shares of
Common Stock to comply with such requirement. The Company will at all times
reserve at least 10,000,000 shares of Common Stock for conversion. 

                                                                  (ii)                  
Prepayment. At any time after the six (6) month period immediately
following the Original Issue Date, the Company shall have the option, upon ten
(10) Business Days’ notice to Holder, to pre-pay the entire remaining
outstanding principal amount of this Note in cash, provided that (A) the Company
shall pay the Holder one hundred fifty percent (150%) of the Principal plus
Interest outstanding in repayment hereof, (B) such amount must be paid in cash
on the next Business Day following such ten (10) Business Day notice period, and
(C) the Holder may still convert this Note pursuant to the terms hereof at all
times until such prepayment amount has been received in full. Except as set
forth in this Section the Company may not prepay this Note in whole or in part.


                                                                  (iii)                   All
calculations under this Section 3 shall be rounded up to the nearest
$0.00001 or whole share. 

                                                                  (iv)                  
Nothing herein shall limit a Holder’s right to pursue actual damages or declare
an Event of Default herein for the Company’s failure to deliver certificates
representing shares of Common Stock upon conversion within the period specified
herein and such Holder shall have the right to pursue all remedies available to
it at law or in equity including, without limitation, a decree of specific
performance and/or injunctive relief, in each case without the need to post a bond
or provide other security. The exercise of any such rights shall not prohibit
the Holder from seeking to enforce damages pursuant to any other Section hereof
or under applicable law.

6 




                     Section 4.                   Adjustments to
Conversion Price; Fundamental Transactions. The Conversion Price and the
number and kind of securities issuable upon conversion of this Note shall be
subject to adjustment from time to time as set forth in this Section 4.


                     (a)                  
Stock Dividends and Splits. If at any time while this Note is
outstanding the Company (i) declares or pays a stock dividend on its Common
Stock or otherwise makes a distribution on any class of capital stock (or
securities convertible into or exercisable or exchangeable for capital stock)
that is payable in shares of Common Stock, (ii) subdivides outstanding shares of
Common Stock into a larger number of shares, (iii) combines (including, without
limitation, by way of reverse stock split) outstanding shares of Common Stock
into a smaller number of shares, or (iv) issues by reclassification of shares of
the Common Stock any shares of capital stock of the Company (including, without
limitation, in connection with any merger or consolidation), then in each such
case the Conversion Price then in effect shall be adjusted by multiplying such
Conversion Price by a fraction of which (A) the numerator shall be the number of
shares of Common Stock outstanding immediately before such event, and (B) the
denominator shall be the number of shares of Common Stock outstanding
immediately after such event. Any adjustment made pursuant to clause (i) of this
paragraph shall become effective immediately after the record date for such
dividend or distribution, and any adjustment made pursuant to clauses (ii),
(iii) or (iv) of this paragraph shall become effective immediately after the
effective date of such subdivision, combination or reclassification. 

                     (b)                  
Pro Rata Distributions. Subject to Section 4(c) below, if
at any time while this Note is outstanding the Company declares or pays any
dividend or otherwise distributes any of its assets (including, without
limitation, cash, properties, evidences of indebtedness, securities (including
any options or other convertible securities but excluding a distribution of
Common Stock covered by Section 4(a) above or Purchase Rights covered by
Section 4(c) below) or options or rights to acquire any such assets) (in
each case, “Distributed Property”) to all holders of
Common Stock pro rata (and not to all Holders in their capacity as
holders of Notes), whether by way of dividend, return of capital, spin-off,
reclassification, corporate rearrangement, scheme of arrangement or other
similar transaction, then in each such case the Conversion Price in effect
immediately prior to the close of business on the record date for such dividend
or distribution shall be reduced, effective as of the close of business on such
record date, to a price determined by multiplying such Conversion Price by a
fraction of which (i) the denominator shall be the closing price of Common Stock
on the Primary Market on such record date (the “Market Price”),
and (ii) the numerator shall be such Market Price minus the value of the
Distributed Property on such date applicable to one outstanding share of Common
Stock, as determined by the Company’s independent certified public accounting
firm that regularly examines the financial statements of the Company. 

7 




                     (c)                  
Rights Offerings Below Market. Notwithstanding Section 4(b)
above, if at any time while this Note is outstanding the Company grants, issues
or sells pro rata to all holders of its outstanding shares of Common
Stock, any options, convertible securities or other rights (the “Purchase
Rights”) entitling them to directly or indirectly subscribe for
or purchase shares of Common Stock at an effective price per share less than the
Market Price on the record date of such grant, issuance or sale, then in each
such case the Conversion Price in effect immediately prior to the close of
business on such record date shall be reduced, effective as of the close of
business on such record date, to a price determined by multiplying such
Conversion Price by a fraction of which (i) the numerator shall be the number of
shares of Common Stock outstanding as of the close of business on such record
date plus the number of shares of Common Stock which the aggregate offering
price of the total number of shares so offered for subscription or purchase
(including and assuming receipt by the Company in full of all consideration
payable upon both issuance and exercise of such Purchase Rights) would purchase
at such Market Price, and (ii) the denominator shall be the number of shares of
Common Stock outstanding as of the close of business on such record date plus
the total number of additional shares of Common Stock so offered for
subscription or purchase; provided, that in lieu of receiving such
adjustment to the Conversion Price, the Holder shall have the option, upon
written notice to the Company within thirty (30) days following its receipt of
the notice of such adjustment, to elect to acquire, upon any conversion of this
Note and in accordance with the terms applicable to the issuance of such
Purchase Rights, the aggregate Purchase Rights which the Holder would have
acquired if the Holder had converted such portion of this Note being converted
(without regard to any limitations on ownership or conversion and regardless of
whether this Note was then convertible) immediately prior to such record date.
To the extent that shares of Common Stock have not been delivered pursuant to
such Purchase Rights specified in this Section upon the expiration or
termination of such Purchase Rights, the Conversion Price shall be readjusted to
the Conversion Price which would then be in effect had the adjustment made upon
the issuance of such Purchase Rights been made on the basis of delivery of only
the number of shares of Common Stock actually delivered. In determining whether
any Purchase Rights entitle the holder thereof to subscribe for or purchase
shares of Common Stock at less than such Market Price, and in determining the
aggregate offering price of such shares of Common Stock, there shall be taken
into account any consideration received for such Purchase Rights, the value of
such consideration (if other than cash) to be determined in good faith by the
Company’s Board of Directors. 

8 




                     (d)                  
Fundamental Transactions. If at any time while this Note is
outstanding, (i) the Company effects any merger or consolidation of the Company
with or into another Person, (ii) the Company effects any sale of all or
substantially all of its assets in one or a series of related transactions,
(iii) any tender offer or exchange offer (whether by the Company or another
Person) is completed pursuant to which holders of Common Stock are permitted to
tender or exchange their shares for other securities, cash or property, or (iv)
the Company effects any reclassification of the Common Stock or any compulsory
share exchange pursuant to which the Common Stock is effectively converted into
or exchanged for other securities, cash or property (each, a “Fundamental
Transaction”), then the Holder shall have the right thereafter to
receive, upon any conversion of this Note, for each Conversion Share that would
have been issuable upon such conversion immediately prior to the occurrence of
such Fundamental Transaction, the same amount and kind of securities, cash and
property as the Holder would have been entitled to receive upon the occurrence
of such Fundamental Transaction if the Holder had been the record holder of one
Conversion Share immediately prior to such Fundamental Transaction (without
regard to any limitations or restrictions on conversion or acquisition of
Conversion Shares and whether or not this Note was then convertible) (the
“Alternate Consideration”), and the Conversion Price shall
be appropriately and equitably adjusted to apply to such Alternate Consideration
based on the amount of Alternate Consideration issuable in respect of one share
of Common Stock in such Fundamental Transaction relative to the then Conversion
Price. The Company shall apportion the Conversion Price among the Alternate
Consideration in a reasonable manner reflecting the relative value of any
different components of the Alternate Consideration. If holders of Common Stock
are given any choice as to the securities, cash or property to be received in a
Fundamental Transaction, then the Holder shall be given the same choice as to
the Alternate Consideration it receives upon any conversion of this Note
following such Fundamental Transaction. In case of any such Fundamental
Transaction, any successor to the Company, acquirer or surviving entity (if
other than the Company) shall expressly assume the due and punctual observance
and performance of each and every covenant, obligation, liability and condition
under this Note to be performed and observed by the Company, subject to such
modifications as may be reasonably deemed appropriate (as determined in good
faith by resolution of the Board of Directors of the Company) in order to
provide for adjustments of the number and kind of Conversion Shares for which
this Note is convertible which shall be as nearly equivalent as practicable to
the adjustments provided for in this Section. Such assumption shall be pursuant
to a written agreement in form and substance reasonably satisfactory to the
Holder. At the Holder’s request, any successor to the Company, acquirer or
surviving entity in such Fundamental Transaction shall issue to the Holder a new
Note from such entity substantially similar in form and substance to this Note
and consistent with the foregoing provisions, which new Note shall be reasonably
satisfactory to the Holder and include, without limitation, (A) the outstanding
Principal and Interest owed to the Holder under this Note, (B) an interest rate
equal to the Interest Rate, (C) similar ranking to this Note, and (D) the
Holder’s right to convert the new Note into Alternate Consideration. The terms
of any agreement pursuant to which a Fundamental Transaction is effected shall
include terms requiring any such successor, acquirer or surviving entity to
comply with the provisions of this Section and ensuring that this Note (or any
such replacement security) will be similarly adjusted upon any subsequent
transaction analogous to a Fundamental Transaction. Notwithstanding anything to
the contrary contained herein, if a Fundamental Transaction (X) is an all cash
transaction, (Y) constitutes or results in a “Rule 13e-3 transaction” as defined
in Rule 13e-3 under the Exchange Act (going private transaction), or (Z)
otherwise results in the successor, surviving or acquiring entity not being
traded on a national securities exchange, the Nasdaq Global Select Market, the
Nasdaq Global Market or the Nasdaq Capital Market, then upon the written request
of the Holder, delivered before the sixtieth (60th) day after such Fundamental
Transaction, the Company (or any such successor, acquirer or surviving entity)
shall redeem this Note from the Holder for a redemption price, payable in cash within five (5) Business Days after such request (or,
if later, on the effective date of such Fundamental Transaction), equal to the
value of this Note as determined using the Black-Scholes Option Pricing Model
via Bloomberg. The provisions of this Section shall similarly apply to
successive Fundamental Transactions and shall be applied without regard to any
limitations of this Note. 

9 




                     Section 5.
                  Negative Covenants. As long as any portion of this Note
remains outstanding, the Company shall not, and shall not permit any of its
Subsidiaries to, directly or indirectly, repay, repurchase or offer to repay,
repurchase or otherwise acquire any indebtedness for borrowed money or any
indebtedness to any current or former employees, officers or directors of the
Company (other than regularly scheduled principal and interest payments as such
terms are in effect as of the Closing date and disclosed in the Exchange Act
Documents). 

                     Section 6.
                  Events of Default.

                     a)                  
“Event of Default” means, wherever used herein, any of the following
events (whatever the reason for such event and whether such event shall be
voluntary or involuntary or effected by operation of law or pursuant to any
judgment, decree or order of any court, or any order, rule or regulation of any
administrative or governmental body): 

                                                                  i.                   any
default in the payment of (A) the principal amount under this Note, or (B)
interest, liquidated damages and other amounts owing under this Note as and when
the same shall become due and payable (whether on the Maturity Date or by
acceleration or otherwise) which default is not cured within 3 business days;


                                                                  ii.                   the
Company shall fail to observe or perform any other covenant or agreement
contained in this Note which failure is not cured, if possible to cure, within
30 days after notice of such failure is delivered by the Holder or after the
Company has become or should have become aware of such failure, whichever is
earlier; 

                                                                  iii.                   a
default or event of default (subject to any grace or cure period provided in the
applicable agreement, document or instrument) shall occur under (A) the Purchase
Agreement or Warrant or (B) any other material agreement, lease, document or
instrument to which the Company or any Subsidiary is obligated (and not
otherwise covered below); 

                                                                  iv.                   the
Company or any Subsidiary shall be subject to a Bankruptcy Event; 

                                                                  v.                   the
Company or any Subsidiary shall default on any of its obligations under any
mortgage, credit agreement or other facility, indenture agreement, factoring
agreement or other instrument under which there may be issued, or by which there may be secured or evidenced, any
indebtedness for borrowed money or money due under any long term leasing or
factoring arrangement that (a) involves an obligation greater than $10,000,
whether such indebtedness now exists or shall hereafter be created, and (b)
results in such indebtedness becoming or being declared due and payable prior to
the date on which it would otherwise become due and payable;

10 




                                                                  vi.                   the
Company shall be a party to any Change of Control Transaction or shall agree to
sell or dispose of all or in excess of 33% of its assets in one transaction or a
series of related transactions (whether or not such sale would constitute a
Change of Control Transaction); 

                                                                  vii.                   any
monetary judgment, writ or similar final process shall be entered or filed
against the Company, any Subsidiary or any of their respective properties or
other assets for more than $10,000, and such judgment, writ or similar final
process shall remain unvacated, unbonded or unstayed for a period of 45 calendar
days; or 

                                                                  viii.                  The common stock of the Company (“Common Stock”) is suspended or
delisted for trading on the Over the Counter Bulletin Board market (the
“Primary Market”) and the OTCQB;

                                                                   ix.                      A Conversion Failure as
  defined in Section 3(b)(ii) hereof;

                                                                   x.                      The Company loses its status as
  “DTC Eligible”; or 

                                                                  xi.                    The
Company shall become late or delinquent in its filing requirements as a
fully-reporting issuer registered with the Securities & Exchange Commission.

                     b)                  
Remedies Upon Event of Default. If any Event of Default occurs, the
outstanding principal amount of this Note, plus accrued but unpaid interest,
liquidated damages and other amounts owing in respect thereof through the date
of acceleration, shall become, at the Holder’s election, immediately due and
payable in cash at the Mandatory Default Amount. After the occurrence and during
the continuance of any Event of Default, the interest rate on this Note shall
accrue at an interest rate equal to the lesser of 18% per annum or the maximum
rate permitted under applicable law. In connection with such acceleration
described herein, the Holder need not provide, and the Company hereby waives,
any presentment, demand, protest or other notice of any kind, and the Holder may
immediately and without expiration of any grace period enforce any and all of
its rights and remedies hereunder and all other remedies available to it under
applicable law. 

                     Section 7.
                  Miscellaneous. 

                     a)                  
Notices. Any and all notices or other communications or deliveries to be
provided by the Holder hereunder, shall be in writing and delivered personally, by facsimile, by email or sent by a nationally
recognized overnight courier service, addressed to the Company, at the address
set forth above, or such other facsimile number, email or address as the Company
may specify for such purpose by notice to the Holder delivered in accordance
with this Section. Any and all notices or other communications or deliveries to
be provided by the Company hereunder shall be in writing and delivered
personally, by facsimile, by email or sent by a nationally recognized overnight
courier service addressed to each Holder at the facsimile number or address of
the Holder appearing on the books of the Company, or if no such facsimile
number, email or address appears, at the principal place of business of the
Holder. Any notice or other communication or deliveries hereunder shall be
deemed given and effective on the earliest of (i) the date of transmission, if
such notice or communication is delivered via facsimile or email at the
facsimile number or email address specified to such party prior to 8:30 p.m.
(New York City time), (ii) the date immediately following the date of
transmission, if such notice or communication is delivered via facsimile or
email at the facsimile number or email address specified to such party between
8:30 p.m. (New York City time) and 11:59 p.m. (New York City time) on any date,
(iii) the second Business Day following the date of mailing, if sent by U.S.
nationally recognized overnight courier service, or (iv) upon actual receipt by
the party to whom such notice is required to be given. The address for such
notices and communications shall be as set forth in the Purchase Agreement.

11 




                     b)                  
Absolute Obligation. Except as expressly provided herein, no provision of
this Note shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of, liquidated damages and accrued
interest, as applicable, on this Note at the time, place, and rate, and in the
coin or currency, herein prescribed. This Note is a direct debt obligation of
the Company. 

                     c)                  
Lost or Mutilated Note. If this Note shall be mutilated, lost, stolen or
destroyed, the Company shall execute and deliver, in exchange and substitution
for and upon cancellation of a mutilated Note, or in lieu of or in substitution
for a lost, stolen or destroyed Note, a new Note for the principal amount of
this Note so mutilated, lost, stolen or destroyed, but only upon receipt of
evidence of such loss, theft or destruction of such Note, and of the ownership
hereof, reasonably satisfactory to the Company, as well as an affidavit and
indemnification agreement in form and substance reasonably acceptable to the
Company. 

                     d)                  Governing Law. All questions concerning the construction, validity,
enforcement and interpretation of this Note shall be governed by and construed
and enforced in accordance with the internal laws of the State of New York,
without regard to the principles of conflict of laws thereof. Each party agrees
that all legal proceedings concerning the interpretation, enforcement and
defense of the transactions contemplated by this Note, the Purchase Agreement or
Warrant (whether brought against a party hereto or its respective affiliates,
directors, officers, shareholders, employees or agents) shall be commenced in
the state and federal courts sitting in the City of New York, Borough of
Manhattan (the “New York Courts”). Each party hereto hereby irrevocably
submits to the exclusive jurisdiction of the New York Courts for the adjudication of any dispute hereunder or in connection herewith
or with any transaction contemplated hereby or discussed herein (including with
respect to the enforcement of this Note or the Purchase Agreement), 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 such New York
Courts, or such New York Courts are improper or inconvenient venue for such
proceeding. Each party hereby irrevocably waives personal service of process and
consents to process being served in any such suit, action or proceeding by
mailing a copy thereof via registered or certified mail or overnight delivery
(with evidence of delivery) to such party at the address in effect for notices
to it under this Note 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 other manner
permitted by applicable law. Each party hereto hereby irrevocably waives, to the
fullest extent permitted by applicable law, any and all right to trial by jury
in any legal proceeding arising out of or relating to this Note or the
transactions contemplated hereby. If either party shall commence an action or
proceeding to enforce any provisions of this Note, then the prevailing party in
such action or proceeding shall be reimbursed by the other party for its
attorney’s fees and other costs and expenses reasonably incurred in the
investigation, preparation and prosecution of such action or proceeding.

12 




                     e)                  
Waiver; Amendments. Any waiver by the Company or the Holder of a breach
of any provision of this Note shall not operate as or be construed to be a
waiver of any other breach of such provision or of any breach of any other
provision of this Note. The failure of the Company or the Holder to insist upon
strict adherence to any term of this Note on one or more occasions shall not be
considered a waiver or deprive that party of the right thereafter to insist upon
strict adherence to that term or any other term of this Note. Any waiver by the
Company or the Holder must be in writing. This Note shall not be directly or
indirectly effectively modified or amended without the prior written consent of
the Holder. 

                     f)                   
Successors and Assigns. This Note may be assigned by the Holder with the
prior written consent of the Company. This Note may not be assigned by the
Company, except to a successor in the event of a Fundamental Transaction. This
Note shall be binding on and inure to the benefit of the parties thereto and
their respective successors and assigns. 

                     g)                  Severability. If any provision of this Note is invalid, illegal or
unenforceable, the balance of this Note shall remain in effect, and if any
provision is inapplicable to any person or entity or circumstance, it shall
nevertheless remain applicable to all other persons, entities and circumstances.


                     h)                  
Next Business Day. Whenever any payment or other obligation hereunder
shall be due on a day other than a Business Day, such payment shall be made on
the next succeeding Business Day. 

13 




                     i)                  
Headings. The headings contained herein are for convenience only, do not
constitute a part of this Note and shall not be deemed to limit or affect any of
the provisions hereof. 

                     j)                  
Assumption. Any successor to the Company or any surviving entity in a
Fundamental Transaction shall (i) assume, prior to such Fundamental Transaction,
all of the obligations of the Company under this Note, the Purchase Agreement
and Warrant pursuant to written agreements in form and substance satisfactory to
the Holder (such approval not to be unreasonably withheld or delayed) and (ii)
issue to the Holder a new Note of such successor entity evidenced by a written
instrument substantially similar in form and substance to this Note, including,
without limitation, having a principal amount and interest rate equal to the
principal amount and the interest rate of this Note and having similar ranking
to this Note, which shall be satisfactory to the Holder (any such approval not
to be unreasonably withheld or delayed). The provisions of this Section shall
apply similarly and equally to successive Fundamental Transactions and shall be
applied without regard to any limitations of this Note. 

                     k)                   No
Usury. To the fullest extent permitted by law, the Company agrees not to
insist upon or plead or in any manner whatsoever claim, and shall resist any and
all efforts to be compelled to take the benefit or advantage of, usury laws
wherever enacted, in force at the time of execution of this Note or hereafter,
in connection with any action that may be brought by the Holder in order to
enforce any right or remedy under this Note or other Transaction Documents.
Notwithstanding any provision to the contrary contained herein, it is expressly
agreed and provided that the total liability of the Company under this Note for
payments in the nature of interest shall not exceed the maximum lawful interest
rate authorized under applicable law. If the effective interest rate otherwise
applicable under this Note exceeds such maximum lawful interest rate, then such
applicable interest rate shall be reduced so as not to exceed such maximum
lawful interest rate. 

                     l)                  
Secured. All obligations hereunder are secured by a security interest in all
assets of the Company and its Subsidiaries pursuant to the Purchase Agreement.


*********************

14 




                     IN WITNESS WHEREOF, the Company has
caused this Note to be duly executed by a duly authorized officer as of the date
first above indicated. 


	LITHIUM EXPLORATION GROUP,
      INC. 
		
	 	  
	By: 	
	Name:  	Alexander Walsh 
	Title:  	CEO 



15 




EXHIBIT A 

NOTICE OF CONVERSION 

The undersigned hereby elects to convert principal under the
OID Secured Convertible Note (the “Note”) due April 1, 2015 of
Lithium Exploration Group, Inc., a Nevada corporation (the
“Company”), into shares of common stock (“Common
Stock”) of the Company according to the conditions hereof, as of the
date written below. 

	Conversion calculations: 	Date to Effect 	 
	  	Conversion: 	 
	  	  	 
	  	Principal 	 
	  	to be Converted: 	 
	  	  	 
	 	Interest Accrued on Account 
	  	of Conversion at 	 
	  	Issue: 	 
	  	  	 
	  	Number of shares of Common Stock to
      be issued (not less than 
	  	$10,000 of the Principal and any
      accrued but unpaid interest 
	  	thereon: 	 




	Signature: 	 
	 	 
	Name: 	 
	 	 
	Address for Delivery of Common
      Stock Certificates: 
	 
	 
	 
	 



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