Exhibit 10.1 


 


THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND NEITHER THIS NOTE NOR ANY INTEREST THEREIN MAY BE OFFERED,
SOLD, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE
STATE SECURITIES LAWS, OR (2) AN EXEMPTION FROM SUCH REGISTRATION EXISTS AND THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER
OF THIS NOTE, WHICH COUNSEL AND OPINION ARE SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED
OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS.


 


REVOLVING CREDIT NOTE


 


 





	$1,500,000.00	May 25th, 2022









Effective May 12th, 2022


 


FOR VALUE RECEIVED, the
undersigned, LAREDO OIL, INC., a Delaware corporation (the “Borrower”) hereby unconditionally promises to pay to the
order of AEI MANAGEMENT, INC., a Colorado corporation (the “Lender”) or its assigns, in lawful money of the United
States of America, and in immediately payable funds, on May 1, 2023, or such later date as requested by Borrower and agreed to
in writing by the Lender in its sole discretion (the “Maturity Date”), the principal sum of One Million Five Hundred
Thousand Dollars ($1,500,000.00) (the “Commitment Amount”) or such lesser amount as may be outstanding under this Revolving
Credit Promissory Note (the “Note”), together with accrued unpaid interest as set forth herein.


 


1.       Revolving
Facility.


 


1.1    Subject
to the terms hereof, the Lender may, at its sole discretion, agree to make advances (each an “Advance”) to the Borrower
upon the Borrower’s request in an aggregate amount not to exceed in a 30-day period One Hundred Fifty Thousand dollars ($150,000.00)
or such lesser amounts that when combined, shall not exceed the Commitment Amount. The Lender agrees that any Borrowing Notice Requests
will be submitted to the Lender at least seven (7) days prior to any advances. Borrower understands that the intent of this Note is to
assist the Borrower with funds for payroll and ordinary trade payables incurred in the ordinary
course of business and hereby agrees that Lender will only consider Borrowing Notice Requests on a bi-monthly basis. Borrower
acknowledges and agrees that the Lender has no obligation of any kind to make any Advance and may elect at any time and without cause
to not make any Advances. The Borrower and the Lender shall agree upon mutually acceptable borrowing notice procedures.


 


1.2    The
Lender’s records of all Advances and payments made hereunder shall, absent manifest error, be binding on the Borrower for all purposes.


 


1.3    Principal
amounts repaid or prepaid hereunder, subject to the terms hereof, may be reborrowed.


 




    

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AEI Mangagement, Inc. Revolving Credit Note - Laredo Oil, Inc.


    	 



    

2.       Interest;
Net Payments.


 


2.1    All
loans outstanding hereunder shall bear interest, upon any net balance outstanding at the close of each day, which interest will be payable
by the Borrower every ninety (90) days following the date of the first drawdown on May 12, 2022. This Note shall bear interest equal
to eight and three quarters percent (8.75%) per annum. Interest shall be calculated on a 360-day calendar. All principal and accrued
interest shall be due on the Maturity Date. If the Borrower does not pay the outstanding principal and any accrued interest due and owed
by the Maturity Date, such amount(s) shall automatically be compounded at the Default Rate (defined below). Principal shall be repaid
in full on the Maturity Date or upon such earlier date upon which demand therefor may be made by the Lender as a result of an Event of
Default; provided however, that two (2) days advance notice of any such demand is given to the Borrower.


 


2.2    Any
amounts outstanding on the earliest of (i) the occurrence of an Event of Default and the passage of any applicable cure period or (ii)
the Maturity Date, to the extent permitted by applicable law, shall accrue interest equal to the lesser of sixteen percent (16%) per annum
(calculated on a year of 360 days) compounded quarterly (the “Default Rate”) or the maximum rate of interest permitted
by applicable law.


 


2.3    All
payments hereunder shall be made to the account specified by the Lender to the Borrower in immediately available funds in United States
Dollars without setoff, defense or counterclaim or withholding on account of taxes, levies, duties or any other deduction whatsoever.
Whenever any payment to be made hereunder shall be otherwise due on a day which is not a business day, such payment shall be made on the
next succeeding business day, unless such date falls into the next calendar month (in which case payment is to be made on the preceding
date) and such extension of time shall in such case be included in the computation of interest.


 


3.       Conversion Rights. 


 


3.1
Subject to, and in compliance with, the provisions contained herein, Lender is entitled, at its option, at any time before maturity, to
convert all or any part of the outstanding and unpaid principal and accrued interest amount of this Note into fully paid and non-assessable
shares of common stock, par value $0.0001, of the Borrower (calculated as to each conversion to nearest share, the “Conversion
Shares”) evidenced by the submission of a Conversion Notice form attached hereto as Exhibit B; but, in
no event shall the Holder be entitled to convert any portion of this Convertible Note in excess of that portion of this Convertible Note
upon conversion of which the sum of (i) the number of shares of common stock beneficially owned by the Holder and its affiliates prior
to conversion, and (ii) the number of Conversion Shares of the portion of this Convertible Note with respect to which the determination
of this provision is being made, would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the issued
and outstanding shares of common stock of the Company. For purposes of the provision to the immediately preceding sentence, beneficial
ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and Regulations 13D-G thereunder, except as otherwise provided in clause (i) of this proviso; however, this limitation
on conversion may be waived by the Lender upon, at the election of the Lender, with not less than 61 days’ prior written notice
to the Company, and the provisions of this limitation on conversion shall continue. The conversion price per Conversion Share (the “Conversion
Price”) shall be determined as follows:


 


(a)       if
the Borrower’s common stock is not listed for trading on an exchange or quoted for trading on the OTC Bulletin Board or
OTC Markets, the Conversion Price shall be the lesser of (i) par value of the Borrower’s common stock or (2) the cost basis of
the most recent, non-affiliate issuance of common stock


 



    

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AEI Mangagement, Inc. Revolving Credit Note - Laredo Oil, Inc.


    	 



    




(b)       if
the Borrower’s common stock is listed for trading on an exchange or quoted for trading on the OTC Bulletin Board or OTC Markets,
the Conversion Price shall be:


 


		·	a 20% discount to the closing price of the
common stock as reported by the Borrower’s primary market on the trading day immediately preceding the issuance of the Conversion
Notice by the Lender to the Borrower



 


In connection
with the conversion of any amounts due under this Note, the Lender shall execute and deliver to the Borrower all subscription agreements
and any other related documents that the Borrower may reasonably require.


 


4.       Conversion
Operation.


 


Lender shall affect
the conversion of this Note pursuant to this Section 4 by providing notice to the Borrower of its intent to convert. Not later than three
(3) trading days after receipt of such notice from Lender, Borrower shall deliver to Lender or instruct its transfer agent to deliver
to Lender, a certificate, certificates or book entry statement representing the number of shares of common stock being acquired upon the
conversion of this Note.


 


In case Borrower shall,
after the original issue date of this Note (i) subdivide its outstanding shares of common stock into a greater number of shares or issue
additional shares of common stock for no consideration as a stock dividend, (ii) combine its outstanding shares of common stock into a
smaller number of shares of common stock, or (iii) issue any shares of its capital stock in a reclassification of the common stock, then
the number of common shares receivable upon conversion of this Note immediately prior thereto shall be adjusted so that Lender shall be
entitle to receive the kind and number of common shares of other securities of Borrower which it would have owned or have been entitled
to receive had this Note been converted in advance thereof. An adjustment made pursuant to this paragraph shall become effective immediately
after the effective date of such event retroactive to the record date, if any, for such event.


 


5.        
Limitation on Conversion.


 


Notwithstanding anything
to the contrary herein, in no event shall this Note be converted into shares of common stock or other securities of the Borrower to the
extent that such conversion would result in Lender and its affiliates together beneficially owning more than 4.99% of the outstanding
shares of the Borrower’s common stock. For purposes of this Section 5, beneficial ownership shall be determined in accordance with
Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder.


  


6.       Consent Requirements.


 


So long as any Principal
Amount remains outstanding hereunder, Borrower shall not, in each case without first obtaining the prior written consent of the Lender:


 


a.       redeem,
repurchase or otherwise acquire, or declare or pay any cash dividend or distribution on any capital stock of Borrower;


b.       increase
the par value of Borrower’s common stock;


 




    

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AEI Mangagement, Inc. Revolving Credit Note - Laredo Oil, Inc.


    	 



    

       c.       create
or issue any debt instrument or incur any indebtedness or redeem, repurchase, prepay or otherwise acquire any outstanding debt securities
or indebtedness of Borrower (other than trade payables incurred in the ordinary course of business consistent with past practice), except
as expressly required by the terms of such securities or indebtedness;


d.       sell
all or substantially all of Borrower’s assets or stock, or consolidate or merge with another entity;


e.       liquidate,
dissolve, recapitalize or reorganize;


f.       enter
into any agreement, commitment, understanding or other arrangement to take any of the foregoing actions; or


g.       cause
or authorize any subsidiary of Borrower to engage in any of the foregoing actions.


  


7.        Satisfaction
and Discharge of the Note.


 


This Note shall cease to be of
further effect (except as to any surviving rights of conversion, transfer of exchange herein expressly provided for) when the Borrower
has:


 


(a)       paid
or caused to be paid all sums payable hereunder by the Borrower including all principal and accrued interest under the Note; and


 


(b)       complied
with all conditions precedent herein relating to the satisfaction and discharge of this Note.


 


Upon satisfaction of this Note,
the Lender shall furnish a Satisfaction of Note confirming the Borrower has paid in full all principal and accrued interest owed
to the Lender.


 


8.        Prepayment.


 


This Note may be prepaid, in whole or in
part, without penalty within five (5) business days prior written notice to the Lender. Any prepayments received will be attributable
to any outstanding interest first and outstanding principal second.


  


9.       Events
of Default.


 


4.1    In
the event of any of the following (each, an “Event of Default”):


 


(a)    the
Borrower fails to pay any principal amount when due hereunder whether at maturity or upon demand or otherwise;


 


(b)    the
Borrower fails to pay any interest or other amount when due hereunder;


 


(c)    the
Borrower shall have made a material misrepresentation herein or in any other document or agreement delivered to the Lender in connection
with this Note;


 


(d)    the
Borrower fails to perform any agreement or covenant contained herein or under any other document or agreement delivered to the Lender
in connection with this Note;


 




    

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AEI Mangagement, Inc. Revolving Credit Note - Laredo Oil, Inc.


    	 



    

(e)    (i)
the Borrower voluntarily commences a case or proceeding seeking liquidation, reorganization or other relief with respect to the Borrower
or any of its debts under any bankruptcy, insolvency or other similar law or seeking the appointment of a trustee, receiver, liquidator,
custodian or other similar official of it or any substantial part of its property (hereinafter, a “Proceeding”), or (ii) an
involuntary Proceeding is commenced against the Borrower, and such involuntary Proceeding shall remain undismissed and unstayed for a
period of thirty (30) days, or (iii) an order for relief shall be entered against the Borrower with respect to the disposition of any
of its respective property under the bankruptcy laws as now or hereafter in effect, or (iv) the Borrower makes an assignment for the benefit
of its creditors or admits in writing its inability to pay its debts;


 


(f)    the
Borrower fails to pay any other indebtedness (on account of borrowed money or similar liability) when due, and such failure continues
unremedied for more than five (5) business days following notice of the failure to pay;


 


(g)    one
or more judgments or decrees shall be entered by a court or courts against the Borrower or any of its properties;


 


(h)    the
Borrower sells, transfers or assigns the Note or any of the loans or Advances thereunder without the prior written consent of Lender;
or


 


(i)    Borrower
terminates or dissolves its business or takes any actions designed or intended to impair or limit in any material respect the ability
of Borrower to conduct its business in the ordinary course consistent with past practices;


 


(j)       A
Change of Control of the Company occurs. For the purpose of this Note, a “Change of Control” shall mean a change
in control (i) as set forth in Section 280G of the Internal Revenue Code or (ii) of a nature that would be required to be reported in
response to Item 5.01 of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Exchange
Act; provided that, without limitation, such a change in control shall be deemed to have occurred at such time as:


 


(i)       any
"person", after the execution of this Note, other than the Lender becomes the "beneficial owner" (as defined in Rule
13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the combined voting power
of the Company's outstanding securities then having the right to vote at elections of directors; or,


 


(ii)
       the individuals who at the date of this Note constitute the Board of Directors cease for
any reason to constitute a majority thereof unless the election, or nomination for election, of each new director was approved by a
vote of at least two thirds of the directors then in office who were directors at the date of this Note then, and in any such event,
the Noteholder may by written notice to the Company declare the entire unpaid
principal amount of this Note outstanding together with accrued interest thereon due and payable, and the same shall, unless such
default be cured within 20 business days after such notice, forthwith become due and payable upon the expiration of such 20 day
period, without presentment, demand, protest, or other notice of any kind, all of which are expressly waived.


 




    

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AEI Mangagement, Inc. Revolving Credit Note - Laredo Oil, Inc.


    	 



    

(k)       The
Company sells all or substantially all of its assets or merges or is consolidated with another corporation in which the Company is not
the surviving corporation, or the accounting acquiror in the event of a reverse merger; or


 


the obligations hereunder shall immediately and automatically
become due and payable in full without further demand or notice, and the Lender shall be entitled to exercise all of its rights and remedies
under this Note, and as otherwise provided under applicable law.


 


10.       Suits
for Enforcement and Remedies.


 


If any one or more Events of Default
shall occur, the Lender may proceed to (i) protect and enforce Lender’s rights either by suit in equity or by action at law, or
both, whether for the specific performance of any covenant, condition or agreement contained in this
Note or in any agreement or document referred to herein or in aid of the exercise of any power granted in this Note or in any agreement
or document referred to herein, (ii) enforce the payment of this Note, or (iii) enforce any other legal or equitable right of the Lender.
No right or remedy herein or in any other agreement or instrument conferred upon the Lender is intended to be exclusive of any other right
or remedy, and each and every such right or remedy shall be cumulative and shall be in addition to every other right and remedy given
hereunder or now or hereafter existing at law or in equity or by statute or otherwise.


 


11.       Lender’s
Expenses.


 


The Borrower agrees to pay or
reimburse the Lender for all its reasonable costs and expenses incurred in connection with the enforcement, collection or preservation
of any rights under this Note including, without limitation, reasonable fees and disbursements of counsel to the Lender. The agreements
in this Section 9 shall survive repayment of the Note.


 


12.       Governing
Law and Jurisdiction


 


This Note shall be governed by
and construed and interpreted in accordance with the laws of the State of Texas applicable to contracts made and to be performed entirely
therein, without giving effect to the rules and conflicts of law. The Borrower agrees that there are sufficient minimum contacts of the
Borrower with the State of Texas for the purpose of conferring jurisdiction upon the federal and state courts presiding in any such county
and state. The Borrower consents that any legal action or proceeding arising hereunder may be brought in the District and County Courts
of the State of Texas or the United States District Court for the Northern District of Texas and assents and submits to personal jurisdiction
of any such court in any action or proceeding involving the Borrower or this Note.


 


THE BORROWER HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS NOTE OR ANY OTHER LOAN DOCUMENT, COMMON STOCK ISSUANCE OR LEGEND
REMOVAL AND FOR ANY COUNTERCLAIM THEREIN.


 


13.       
Representations and Warranties of the Borrower.


 


The Borrower covenants and agrees
that for so long as any portion of the indebtedness evidenced by this Note, whether principal, accrued and unpaid interest or any other
amount at any time due hereunder, remains unpaid, the Borrower represents and acknowledges:


 


(a)       it
is a Delaware Corporation duly organized, existing and in good standing;


 




    

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AEI Mangagement, Inc. Revolving Credit Note - Laredo Oil, Inc.


    	 



    

(b)       do
or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, rights and franchises
and to comply in all material respects with all laws, regulations and orders of each governmental authority having jurisdiction over the
Borrower;


 


(c)        it
has the authority to and has taken all necessary actions in order to execute and deliver this Note and to perform the terms and provisions
set forth herein;


 


(d)       the
Borrower’s obligations under this Note are legal, valid and binding and enforceable against the Borrower in accordance with their
terms;


 


(e)        the
Borrower shall provide the Lender with such financial and operational information regarding the Borrower, its affiliates and their respective
business operations as the Lender may from time to time request;


 


(f)       without
the prior written consent of the Lender, the Borrower shall not amend its governing documents in any manner that would be adverse to the
Lender;


 


(g)        without
the prior written consent of the Lender, the Borrower shall not directly or indirectly encumber, pledge, hypothecate or charge, any of
its assets or properties or sell substantially all of its assets or properties;


 


(h)       agree
that it will not discharge any principal or accrued interest through the US Bankruptcy Courts;


 


(i)       promptly
following the occurrence of an Event of Default furnish to the Noteholder a written statement of the Borrower’s President or Chief
Financial Officer setting forth the details of such Event of Default and the action which the Borrower proposes to take with respect thereto;


 


(j)       at
all times maintain true and complete records and books of account in which all of the financial transactions of the Borrower are duly
recorded in conformance with U.S. generally accepted accounting principles;


 


(k)       after
becoming a fully reporting publicly traded company, maintain the registration of the Company’s Common Stock under Section 12(g)
of the Securities Exchange Act of 1934 (the “Exchange Act”), and to timely file (or obtain extensions in respect thereof and
file within the applicable grace period) all reports, and other filings required to be filed by the Company after the date hereof pursuant
to the Exchange Act; 


 


(l)       in
the event the Company should issue the Lender Conversion Shares, for as long as the Lender owns any Conversion Shares, the Borrower will
take such further action as any holder of Conversion Shares may reasonably request, to the extent required from time to time to enable
such holder to sell such Conversion Shares without registration under the Act, including without limitation, within the requirements of
the exemption provided by Rule 144;


 


(m)       furnish
the Lender and the Borrower’s transfer agent with all reasonably necessary documents to remove any restrictive legends affixed to
any Conversion Shares;


 


(n)       notify
the Lender of any pending civil or regulatory action or investigation;


 


(o)       the
Lender is not registered with the U.S. Securities and Exchange Commission (the “Commission”), is not deemed a
‘dealer’ and is not required to comply with Section 15(a)(1) of the Securities Exchange Act of 1934. The Lender agrees
that is will not make any such claims that the Note or any of the covenants contained in the Note are invalid due to the
Lender’s failure to comply with Section 15(a)(1).


 



    

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AEI Mangagement, Inc. Revolving Credit Note - Laredo Oil, Inc.


    	 



    




14.       Notices.


 


All notices required to be
given to any of the parties hereunder shall be in writing and shall be deemed to have been sufficiently given
for all purposes when presented personally to such party, sent by telecopier (with the original timely mailed), or sent by registered,
certified or express mail, return receipt requested, to such party at its address set forth below:


 


	If to the Borrower to:	Laredo Oil, Inc.




2021 Guadalupe Street


Suite 260


Austin, TX 78705


ATTENTION: Bradley Sparks


 


	If to the Lender to:	AEI Management, Inc.




2600 E. Southlake Blvd.,


Ste 120-366


Southlake, TX 76092


ATTENTION: Harry McMillan


 


or hereafter given to the other party hereto pursuant
to the provisions of this Note.


 


15.       Representations
of the Lender. 


 


(a)              
Accredited Investor; Investment IntentSection 1.02. Lender
is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act. This
Note and any Conversion Shares are being acquired by Lender for its own account for investment purposes only and not with a view to resale
or distribution; Lender has no present intention of selling, granting any participation in, or otherwise distributing the same. Lender
does not have any contract with any person to sell, transfer or grant participations to such person with respect to any portion of this
Note or any Conversion Shares. Lender has such knowledge and experience in financial and business matters and is capable of evaluating
the merits and risks of this Note and any Conversion Shares, is able to incur a complete loss of its investment and is able to bear the
economic risk of such investment for an indefinite period of time. Lender has had an opportunity
to complete its due diligence review of the Borrower and to ask questions of and receive answers from
the Borrower and its representatives, and all such questions have been answered to the full
satisfaction of Lender. Lender acknowledges that this Note and any Conversion Shares are not registered under the Securities Act
of 1933, as amended, or any state securities laws, and that this Note and any Conversion Shares may not be transferred or sold except
pursuant to the registration provisions of the Securities Act of 1933, as amended or pursuant to an applicable exemption therefrom and
subject to state securities laws and regulations, as applicable. 


(b)                               
Lender understands that Borrower
is relying upon the truth and accuracy of the representations herein. Lender
will, upon providing any Conversion Notice, deliver an executed Lender questionnaire that reaffirms its representations and warranties
herein with respect to its acquisition of any Conversion Shares.


 



    

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AEI Mangagement, Inc. Revolving Credit Note - Laredo Oil, Inc.


    	 



    




 


16.       Conformity with Usury Laws.


 


It is the intent of the Lender
and the Borrower to comply at all times with applicable usury laws. If at any time such laws would render usurious any amounts called
for under this Note, then it is the express intention of the Borrower and the Lender that such excess amount be immediately credited on
the principal balance of this Note (or, if this Note has been fully paid, refunded by the Lender to the Borrower, and the Borrower shall
accept such refund), and the provisions hereof be immediately deemed to be reformed and the amounts thereafter collectible hereunder reduced
to comply with the then applicable laws, without the necessity of the execution of any further documents, but so as to permit the recovery
of the fullest amount otherwise called for hereunder.


 


17.       Assignability.


 


This Note shall be binding upon
the Borrower and its successors and assigns and shall inure to be the benefit of the Lender and its successors and assigns. Each transferee
of this Note must be an “accredited investor” (as defined in Rule 501(a) of the 1933 Act). Notwithstanding anything in this
Note to the contrary, this Note may be pledged as collateral in connection with a bona fide margin account or other lending arrangement.


 


18.       Amendment;
Entire Agreement.


 


(a)    This
Note may not be changed, waived, modified or discharged orally but only by an agreement in writing, signed by the party against whom enforcement
of any such change, waiver, modification or discharge is sought. This Note may not be assigned by the Borrower. This Note shall be binding
on the Borrower and shall inure to the benefit of the Lender.


 


(b)    This
Note represents the agreement of the Borrower and the Lender with respect to the subject matter hereof, and there are no promises, undertakings,
representations or warranties by the Lender relative to the subject matter hereof not expressly
set forth or referred to herein or under any other document or agreement delivered to the Lender in connection with this Note.


 


19.       Severability.


 


If any term or provision of this
Note or the application thereof to any person or circumstance shall to any extent be invalid, illegal or unenforceable, the remainder
of this Note or the application of such term or provision to persons or circumstances other than those as to which it is invalid or unenforceable
shall not be affected thereby.


 


 


 


 


- SIGNATURE
PAGE FOLLOWS -


 




    

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IN WITNESS WHEREOF, the parties hereto have caused
this Note to be executed by their duly authorized officers as of the date and year first written above.


 





	 	BORROWER:
	 	 
	 	Laredo Oil, Inc., a Delaware Corporation
	 	 
	 	/s/ Bradley Sparks
	 	Name: Bradley
Sparks
Title:   Chief
Financial Officer



 


 








	 	LENDER:
	 	 
	 	AEI Management, Inc., a Colorado
Corporation
	 	 
	 	/s/ Harry McMillan
	 	Name: Harry
McMillan
Title:   President



 







    

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AEI Mangagement, Inc. Revolving Credit Note - Laredo Oil, Inc.


    	 



    

 


EXHIBIT ‘A’


BORROWING NOTICE REQUEST


 


	To:	AEI Management, Inc.




 


2600 E. Southlake Blvd.


Ste 120-366


Southlake, TX 76092


 


	 	ATTENTION: 	Harry McMillan




President


 


The Borrower hereby requests to draw upon funds
provided by the Lender according to the Revolving Credit Note dated May 9, 2022.


	Draw Amount:	$







 





	Prior Draw Date:	 




 


	Request No.:	 







 


	Description of Use of Proceeds: 	 
	 	 
	 	 
	 	 




 


This draw request has been approved
by the Borrower’s Board of Directors and is requested by an authorized representative of the Borrower.


 


	Date: 	 




 


	By: 	 




	Name: 	 




	Title: 	 




 


Laredo Oil, Inc.


 





 


I hereby ___ approve / ___ disapprove this draw
request in the amount of $                                             .


 


 





	Date: 	 




 


	By: 	 




	Name: 	 




	Title: 	 




AEI Management, Inc.


 




    

			 11	 
			 	 


AEI Mangagement, Inc. Revolving Credit Note - Laredo Oil, Inc.


    	 



    

 


EXHIBIT ‘B’


CONVERSION NOTICE


 


 


	To:	Laredo Oil, Inc.




2021 Guadalupe Street


Suite 260


Austin, TX 78705


 


	 	Attn:	Bradley Sparks




Chief Financial Officer


 


The Noteholder hereby irrevocably exercises its
right to convert $                                      principal
amount and accrued interest of $                                     ,
of the Revolving Credit Note (the “Note”) dated May 9, 2022, into                                      shares
of restricted common stock of the Borrower at the conversion price of $                    
per share in accordance with the terms of the Note and directs that the Conversion Shares issuable and deliverable upon such
conversion be registered in the name of the Noteholder on the books and records of the Borrower and delivered to the Noteholder.


 


The Noteholder hereby (i) acknowledges that the Conversion
Shares have not been and, at the time of issuance to the undersigned, be registered under the Securities Act of 1933, as amended, or under
any state securities laws, and (ii) hereby represents and warrants to the Borrower that the Noteholder is acquiring the Conversion Shares
for its own account, for investment purposes only, and not with a view to or for sale in connection with any distribution of such Common
Shares; and are transferrable only in accordance federal securities laws.


 


 


Dated:_____________________


 


 


 


 


_________________________________________


Signature of Noteholder


 


_________________________________________


Printed Name of Noteholder


 


 


________________________________________


Address of Noteholder


 


________________________________________


City, State, Zip


 


 


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SSN, TIN, EIN


 




    

			 12	 
			 	 


AEI Mangagement, Inc. Revolving Credit Note - Laredo Oil, Inc.


    	 



    

 


REVOLVING CREDIT NOTE


Ledger


 


	Date	Revolver Draw	Revolver Payment	Principal Balance	Notes
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 


 


 



    

			 13	 
			 	 


AEI Mangagement, Inc. Revolving Credit Note - Laredo Oil, Inc.