0001062993-12-001862 Sample Contracts

ORIGINAL ISSUE DISCOUNT SENIOR CONVERTIBLE DEBENTURE DUE MAY 15, 2013
Lithium Exploration Group, Inc. • May 18th, 2012 • Metal mining • New York

THIS ORIGINAL ISSUE DISCOUNT SENIOR CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued Original Issue Discount Senior Convertible Debentures of Lithium Exploration Group, Inc., a Nevada corporation, (the “Company”), having its principal place of business at 3200 N. Hayden Road, Suite 300, Scottsdale, AZ 85251, designated as its Original Issue Discount Senior Convertible Debenture due May 15, 2013 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).

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COMMON STOCK PURCHASE WARRANT LITHIUM EXPLORATION GROUP, INC.
Lithium Exploration Group, Inc. • May 18th, 2012 • Metal mining

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Hagen Investments Ltd. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Lithium Exploration Group, Inc., a Nevada corporation (the “Company”), up to 3,333,333 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

AMENDMENT TO THE SECURITIES PURCHASE AGREEMENT OF LITHIUM EXPLORATION GROUP, INC.
The Securities Purchase Agreement • May 18th, 2012 • Lithium Exploration Group, Inc. • Metal mining

This Amendment to the Securities Purchase Agreement of Lithium Exploration Group, Inc. (this “Amendment”) is made as of the May 15, 2012, by and between Lithium Exploration Group, Inc., a Nevada corporation (the “Company”), and Hagen Investments Ltd. (“Holder”). Capitalized terms defined in this Amendment and not otherwise defined herein shall have the same meanings as ascribed to them in the Securities Purchase Agreement of Lithium Exploration Group, Inc. (the “SPA”), issued by the Company to Holder on March 28, 2012.

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