SECURITIES
PURCHASE AGREEMENT


 


This
SECURITIES PURCHASE AGREEMENT
(the "Agreement"), dated as of June 26, 2017, by and between
AIM EXPLORATION INC.,
a Nevada corporation,
with its address at 170 S Green Valley Pkwy, Suite
300, Henderson,Nevada
89012 (the "Company"
), and POWER UP LENDING GROUP LTD., a
Virginia corporation, with its
address at 111 Great
Neck Road, Suite
216, Great Neck,
NY 11021(the "Buyer").


 


WHEREAS:


 


A.  The
Company and the Buyer are executing and delivering this
Agreement in reliance upon the exemption from securities
registration afforded by the rules and regulations as promulgated
by the United States
Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "1933 Act" );
and


 


8.            
Buyer desires to purchase and the Company desires to
issue and sell, upon the terms and conditions
set forth in this Agreement a
convertible note of the Company, in the form attached hereto as Exhibit A,
in the aggregate principal amount of $33,000.00 (together with any note(s)
issued in replacement
thereof or as a dividend
thereon or otherwise with respect thereto
in accordance with the terms
thereof, the "Note"), convertible into shares of common stock, $0.001 par value per share, of the Company
(the "Common Stock"),
upon the terms and subject to
the limitations
and conditions set forth in such Note.


 


NOW THEREFORE, the
Company and the Buyer severally
(and not jointly) hereby agree as follows:


 


		1.	Purchase and Sale of Note.



 


a.            
Purchase of Note. On the Closing Date (as defined below), the
Company shall
issue and sell to the Buyer and the Buyer agrees
to purchase fr
om the
Company such
principal amount of Note as is set forth immediately below the
Buyer' s name on the
signature pages hereto.


 


b.           
Form of Payment. On the Closing Date (as defined below), (i) the Buyer
shall pay the purchase price
for the Note
to be issued and
sold t o
it at the Closing
(as defined below)
(the "Purchase Price") by wire transfer of
immediately available funds to the
Company, in accordance
with the Company's written wiring instructions, against
delivery of the Note
in the principal amount
equal to the Purchase
Price as is set forth immediately below the Buyer's name on t he
signature pages hereto, and


(ii) 
the Company shall deliver such
duly executed Note on
behalf
of the Compan
y, to the
Buyer, against delivery
of such Purchase Price.


 


c.            
Closing Date.
Subject to the satisfaction (or written waiver) of the conditions thereto set forth
in Section 6 and Section
7 below,
the date and time of
the issuance
and sale of the Note pursuant to this Agreement (the "Closing Date")
shall be 12:00 noon, Eastern Standard Time
on or about June 28, 2017, or such other mutually agreed
upon time.
The closing of the transactions


 




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contemplated
by this Agreement (the "Closing") shall occur on the Closing Date at such location as may be agreed
to by the parties.


 


2.


the
Company that:


Buyer's Representations and Warranties. The
Buyer represents and warrants to


 


a.            
Investment Purpose .
As of the date hereof,
the Buyer is
purchasing the Note and the shares of Common Stock issuable upon conversion of
or otherwise pursuant to the Note (such shares of Common Stock being collectively referred to herein as the
"Conversion Shares" and, collectively with the Note, the "Securities"
) for its
own account and not with a present view
towards the public sale
or distribution thereof, except pursuant to
sales registered or exempted from registration under the 1933 Act.


 


b.            
Accredited
Investor Status.
The Buyer is an "
accredited investor"
as that term is
defined in Rule 501(a) of Regulation D (an "Accredited Investor").


 


c.            
Reliance on Exemptions. The Buyer understands
that the Securities
are being offered and sold to it in
reliance upon specific exemptions from the registration requirements
of United States federal and state securities laws and that
the Company is relying
upon the truth and accuracy of, and the Buyer's compliance
with, the representations,
warranties, agreements, acknowledgments and understandings of the
Buyer set forth herein
in order to determine
the availability of
such exemptions and the eligibility of the Buyer to acquire the Securities.


 


d.           
Info rmat
ion. The Company
has not disclosed to the Buyer any material nonpublic information and will not disclose such information unless
such information is disclosed to
the public prior to or promptly following such disclosure to the Buyer.


 


e.            
Legends. The Buyer understands that the Note and,
until such time as the Conversion Shares have been registered under
the 1933 Act; or may be sold pursuant
to an applicable exemption
from registration,
the Conversion Shares may bear a restrictive legend in substantially the
following form:


 


"THE
SECURITIES REPRESENTED BY THIS INSTRUMENT
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933 , AS AMENDED (THE "SECURITIES
ACT" ), OR UNDER ANY
STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED,
SOLD, ASSIGNED, HYPOTHECATED
OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION
STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE
SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR
(2) THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL
TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE
TO THE ISSUER'S TRANSFER AGENT, THAT SUCH SECURITIES
MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR
OTHERWISE


 




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TRANSFERRED
WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES
ACT AND APPLICABLE
STATE
SECURITIES
LAWS."


 


The
legend set forth above
shall be removed and the Company
shall issue a certificate without such legend to the holder of any Security upon
which it is stamped, if, unless otherwise
required by applicable state
securities laws, (a) such Security
is registered for sale under
an effective registration statement filed under the 1933
Act or otherwise may
be sold pursuant to an
exemption from registration without any restriction as to
the number of securities as of a particular date that can then
be immediate ly
sold, or (b) such holder provides the Company with
an opinion of counsel, in form, substance and
scope customary for opinions
of counsel in comparable transactions, to the
effect that a public sale
or transfer of such Security may
be made without registration under the 1933 Act, which opinion shall be
accepted by the Company
so that the sale
or transfer is effected. The
Buyer agrees to sell all Securities,
including those represented by a certificate(s)
from which the legend has
been removed, in comp liance
with applicable prospectus delivery requirements,
if any. In the event that the Company
does not accept the opinion
of counsel provided
by the Buyer with respect to the transfer
of Securities
pursuant to an exemption from
registration,
such as Rule 144, at
the Deadline, it will
be considered an Event of Default
pursuant to Section 3.2 of the Note.


 


f.            
Authorization; Enforcement. This Agreement
has been duly and validly authorized.
This Agreement has been
duly executed and delivered on behalf of the
Buyer, and this
Agreement constitutes a valid
and binding agreement of
the Buyer enforceable
in accordance with its
terms.


 


3.                   
Representations and
Warranties of the Company.
The Company rep resents
and warrants to
the Buyer that:


 


a.                   
Organization
and Qualification.
The Company
and each of
its Subsidiaries (as defined
below), if any, is a corporation duly
organized, validly existing
and in good standing under
the laws of the jurisdiction
in which it is incorporated, with full power and authority (corporate and other)
to own, lease,
use and operate its properties
and to carry on its business as
and where now
owned, leased, used, operated and
conducted. "Subsidiaries" means
any corporation or other
organization, whether
incorporated or unincorporated,
in which the Company
owns, directly or indirectly,
any equity or other
ownership interest.


 


b.                   
Authorization; Enforcement. (i) The
Company has all
requisite corporate
power and authority to enter into and perform this Agreement, the
Note and to consummate
the transactions contemplated
hereby and thereby and
to issue the Securities, in
accordance with the terms hereof
and thereof, (ii) the
execution and
delivery of this Agreement,
the Note by the Company
and the consummation
by it of the
transactions contemplated
hereby and thereby (including without limitation, the issuance
of the Note and
the issuance and reservation
for issuance of the Conversion
Shares issuable
upon conversion or
exercise thereof) have been
duly authorized by the Company's
Board of Directors
and no further consent
or authorization of the Company, its Board of
Directors, or
its shareholders is
required,


 




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		(iii)	this Agreement has been duly
executed and delivered by the Company by its authorized representative, and such authorized representative
is the true and official representative with authority to sign this Agreement
and the other documents executed
in connection herewith
and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution
and delivery by the Company
of the Note, each of
such instruments will constitute, a legal,
valid and binding obligation of the Company enforceable against the Company
in accordance with its terms.



 


c.                    Capitalization.
As of the date
hereof, the authorized common stock of
the Company consists of 1,500,000,000 authorized shares of Common Stock, $0.001 par value per share, of which 686,728,348
shares are issued and outstanding;
and shares are reserved for issuance upon conversion of
the Note. All of such outstanding shares of
capital stock are, or upon issuance
will be, duly authorized, validly issued, fully paid and non-assessable..


 


d.                  
Issuance of Shares. The Conversion Shares are duly authorized and
reserved for issuance and, upon conversion of the Note in accordance
with its respective terms, will be validly issued,
fully paid and non-assessable,
and free from
all taxes, liens,
claims and encumbrances with respect
to
the issue thereof
and shall not
be subject to
preemptive rights or
other
similar
rights of shareholders of the
Company and will not impose personal liability
upon the holder
thereof.


 


e.                    No Conflicts. The execution,
delivery and performance of this Agreement, the Note by the Company and the consummation by the Company of the
transactions contemplated hereby
and thereby (including, without limitation, the
issuance and reservation for issuance of the Conversion Shares) will not (i)
conflict with or result in a
violation of any provision of the Certificate of Incorporation or By-laws, or (ii) violate or conflict with,
or result in a
breach of any provision of, or constitute a default (or an event
which with notice or lapse of time
or both could become a default) under,
or give to others
any rights of termination, amendment, acceleration or cancellation of, any agreement indenture,
patent, patent licenseor
instrument to which the Company
or any of its Subsidiaries is a party, or
(iii) result in a violation of any law, rule, regulation, order, judgment or
decree (including federal
and state securities laws
and regulations and regulations of any self-regulatory organizations to which the Company or its
securities are subject) applicable to the Company
or any of its Subsidiaries or by which any property
or asset of the Company or any of its Subsidiaries
is bound or affected (except for such conflicts, defaults, terminations, amendments,
accelerations, cancellations and violations
as would not, individually or in the aggregate,
have a Material Adverse Effect). The businesses of the Company
and its Subsidiaries,
if any, are not being conducted, and shall not be conducted so long as the Buyer owns any of the Securities, in violation
of any law, ordinance or regulation of any governmental entity. "Material
Adverse Effect"
means any material adverse effect
on the business, operations, assets, financial condition or prospects of the Company or its Subsidiaries,
if any, taken as a whole, or on the transactions contemplated hereby or
by the agreements or instruments to be entered into
in connection herewith.


 


f.                    
SEC Documents; Financial
Statements. The Company
has filed all reports,
schedules, forms, statements and other documents required to
be filed by it
with the SEC
pursuant to the reporting requirements of the Securities Exchange Act of
1934, as amended (the "1934
Act") (all of the foregoing filed prior to the date hereof and all exhibits
included therein and financial statements
and


 




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schedules
thereto and documents
(other than exhib
its to such documents) incorporated
by reference therein, being
hereinafter referred to herein
as the "SEC Documents").
Upon written request the Company will deliver to the Buyer
true and complete copies of the
SEC Documents,
except for such exhi bit s
and incorporated docum
ents. As of
their respective dates or if
amended, as of the dates of the amendments
, the SEC Documents complied
in all material respects with the
requirements of the 1934
Act and the rules and regulations of
the SEC promu lgat
ed thereunder applicable to the SEC Documents, and
none of the SEC Documents,
at the time they were
filed with the SEC,
contained any untrue
statement of a material fact or omitted to state a
material fact required to be
stated therein or necessary
in order to make
the statements therein, in light of the
circumstances under
which they were made,
not misleading. None
of the statements made in any such SEC Documents is,
or has been, required
to be amended or updated under applicable law (except for
such statements as have been amended or updated in subsequent
filings prior the date
hereof). As of their respective dates or
if amended, as of the dates of the amendments,
the financial statements of the
Company included in the
SEC Documents complied as
to form in all material respects
with applicable accounting requirements and
the published rules and regulations of the SEC w
i th respect thereto.
Such financial statements have been
prepared in accordance with United States generally accepted
accounting principles, consistently
applied, during the periods involved and fairly present
in all material respects the consoildated
financial position
of the Company and its
consolidated Subsidiaries as of t he dates
thereof and the consolidated results of their operations
and cash flows for the periods then ended
(subject, in the case of unaudited statements, to normal year-end audit
adjustments). The Company is subject to the
reporting requirements
of the 1934
Act.


 


g.                  
Absence of Certain
Changes. Since
February 28, 2017,
except as set forth in
the SEC Documents, there
has been no
materia l adverse
change and no material
adverse development in the
assets, liabilities,
business, properties,
operations, financial condition, results of operations, prospects or
1934 Act reporting status
of the Company or any
of its Subsidiaries.


 


h.                   
Absence of Litigation.
Except as set forth
in the SEC
Documents, there is no action, suit, claim,
proceeding, inquiry or
investigation before or by any court,
public board, government
agency, self-regulatory organization or body pending or,
to the knowledge of
the Company or any
of its Subsidiaries,
threatened against or
affecting the Company
or any of its
Subsidiari es,
or their officers
or directors in their
capacity as such, that
could have a Material
Adverse Effect. The Company and its Subsidia ries
are unaware of any facts
or circumstances which
might give rise to
any of the fo regoing.


 


i.                    
No Integrated
Offering.
Neither the Company,
nor any of its affiliates, nor
any person acting on
its or their behalf,
has directly or indirectly
made any offers or
sales in any security
or solicited any offers
to buy any security under
circumstances that would
require registration under the 1933 Act of
the issuance of
the Securities to the Buyer.
The issuance of
the Securities to the Buyer will not be
integrated with any other
issuance of the Company's
securities (past, current or future) for
purposes of any shareholder approval provisions applicable to
the Company or its securities.


 




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j.                    
No Brokers. The
Company has taken no action which would give rise
to any claim by any
person for brokerage
commissions, transaction fees or similar
payments relating to this
Agreement or the transactions contemplated hereby.


 


k.                   
No Investment
Company.
The Company is not, and upon the issuance
and sale of the Securities as contemplated by this
Agreement will not be an "investment company" required to
be registered under the
Investment Company Act of
1940 (an "Investment Company"). The Company is not controlled by an Investment Company.


 


I.             
Breach of Representations and Warranties by the Company
. If the
Company breaches any
of the representations
or warranties set forth in
this Section 3, and
in addition to
any other remedies available to the Buyer pursuant to
this Agreement, it will be considered an Event of default under
Section 3.4 of the Note.


 


		4.	COVENANTS.



 


a.                   
Best Efforts. The Company shall use its best efforts to satisfy
timely each of the
conditions described
in Section 7 of
this Agreement.


 


b.                   
Form D;
Blue Sky Laws. The Company
agrees to timely make any filings
required by federal
and state laws as a result of the closing of the transactions contemplated by this Agreement.


 


C.


working
capital purposes.


Use of Proceeds.
The Company shall use the proceeds for
general


 


d.            
Expenses. At the Closing,
the Company's obligation with
respect to the transactions contemplated by this Agreement is
to reimburse Buyer'
expenses shall be
$3,000.00 for Buyer's legal fees and due
diligence fee.


 


e.            
Corporate Existence. So long
as the Buyer beneficially owns any Note, the Company shall
maintain its corporate
existence and shall
not sell all or substantially all of the Company's assets, except with the prior written consent
of the Buyer.


 


f.             
Breach of Covenants. If the Company breaches any of the covenants
set forth in this Section 4, and in
addition to any other
remedies available to
the Buyer pursuant to this Agreement, it will
beconsidered an event of
default under Section 3.4
of the Note.


 


g.           
Failure to Comply with the 1934
Act. So
long as the Buyer beneficially
owns the Note, the Company shall comply with the reporting requirements
of the 1934 Act; and the Company shall continue to
be subject to the
reporting requirements
of the 1934 Act.


 




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h.            
Trading Activities. Neither
the Buyer nor its affiliates
has an open short
position in the common
stock of the Company and the Buyer agrees that it shall
not,
and that it will cause
its affiliates not to,
engage in any short sales of or hedging transactions with
respect to the common
stock of the Company.


s. Transfer Agent Instructions. The Company shall issue
to Buyer a fully executed irrevocable issuance
resolution (the "Irrevocable Transfer Agent Resolution") to
be completed by the
Buyer and delivered to the Company's transfer agent, by the
Buyer together with a conversion notice
and approp riate opinion of counsel
in connection with
each conversion of the Note. The Company
hereby gives Buyer the authority to complete and
deliver the Irrevocable Transfer Agent
Resolution to t he Company's
transfer agent in connection with
each conversion of the Note. In the event that the
Company proposes to replace its transfer agent, the Company shall provide, prior
to the effective date of such
replacement, a fully executed irrevocable
transfer agent letter in a form acceptable to
the Buyer (including but not limited to the provision to irrevocably reserve shares
of Common Stock in the Reserved Amount as such
term is defined in the Note) signed by
the successor transfer agent to Company and the
Company. Prior to registration of the Conversion
Shares under the 1933 Act or the date on
which the Conversion Shares may be sold pursuant to an
exemption from registration, all such certificates
shall bear the restrictive legend specified in Section 2(e) of t his Agreement.
The Company warrants that:
(i) no instruction other than the Irrevocable Transfer
Agent Resolution referred to in this Section 5, will be given
by the Company to
its tra nsfer agent
and that the Securities shall otherwise be freely
transferable on the books and records of
the Company as and to the extent provided in
this Agreement and the Note; (ii) it will not direct its transfer
agent not to transfer or delay,
impair, and/or hinder its
tr ansfer agent in transferring (or issuing)(electronically
or in certificated form) any certificate for Conversion Shares to be issued to the Buyer
upon conversion of or otherwise pursuant to the
Note as and when required by the Note and
thi s Agreement; (iii) it
will not fail to
remove (or directs its transfer agent not
to remove or impairs, dela ys, and/or
hinders its transfer agent from
removing) any restrictive legend (or to withdraw any
stop transfer instructions in respect thereof)
on any certificate for any Conversion Shares issued to
the Buyer upon conversion of or otherwise pursuant
to the Note as
and when required by the Note and/or this Agreement;
and (iv) it shall immediately
establish and maintain a
reserve of shares of common stock of
t he Company (set aside shares from its treasury stock and
not issue such shares to any third parties) solely for
the issuance of such shares of common stock to the Buyer in connection with a conversion of the Note;
and such share reserve shall at all times equal
at least six times
the number of shares that would
be issuable upon full conversion of the Note (assuming
that the 4.99% limitation set forth in
Section 1.1 of the note is not in
effect)(based on the respective Conversion
Price of the Note (as defined in
Section


1.2
of the Note) in effect from time to time, initi
ally 96,823,770 shares of common stock). If the
Buyer provides the Company and the
Company's transfer, at the cost of the Buyer, with an opinion
of counsel in form,
substance and scope customary for
opinions in comparable
transactions, to the effect that a public
sale or transfer of such Securities
may be made without registration
under the 1933 Act, the Company
shall permit the transfer, and,
in the case
of the Conversion Shares, promptly instruct its transfer
agent to issue one or more certificates, free from
restrictive legend, in such name and in such denominations as
specified by the Buyer. The Company acknowledges that a breachby
it of it s
obligations hereunder will
cause irreparable harm to the Buyer,
by vitiating the intent and purpose of the transactions contemplated hereby.
Accordingly, the Company acknowledges
that the remedy at
law for a breach of its
obligations


 




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under
this Section
5 may be inadequate and agrees,
in the event
of a breach or threatened
breach by the Company of the provisions of this
Section, that the Buyer shall
be entitled, in addition to all other available remedies,
to an injunction restraining any
breach and requiring immediate transfer, without the necessity
of showing economic loss and without any bond or other security being required.


 


6.            
Conditions
to the
Company'
s Obligation
to Sell.
The obligation
of the
Company hereunder to
issue and sell the Note
to the Buyer at the Closing is subject
to the satisfaction, at or before the
Closing Date of each of the following conditions thereto,
provided that these conditions
are for the
Company's sole
benefit and may
be waived by
the Company at any time
in its sole discretion:


 


a.                  
The Buyer shall
have executed this Agreement and delivered the same
to


the Company.


 


		b.	The Buyer shall
have delivered the Purchase
Price in accordance
with



Section l{b) above.


 


c.                    The representations
and warranties of the Buyer shall be true and correct in all
material respects as of
the date when made and as of the Closing Date as though
made at that time (except for
representations and warranties that speak as of
a specific date), and
the Buyer shall have
perfo rmed, satisfied
and complied in all
material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or
complied with by the
Buyer at or prior to the
Closing Date.


 


d.                  
No litigation, statute, rule,
regulation, executive order,
decree, ruling or injunction
shall have been enacted, entered, promulgated or endorsed by or
in any
court or governmental autho rity
of competent jurisdiction or any
self-regulatory organization
having autho rity
over the matters
contemplated hereby
which prohibits the consummation
of any of the tr
ansactions contemplated by
this
Agreement.


 


7.           
Conditio
ns to The Buyer's Obligation
to Purchase.
The obligation
of the Buyer hereunder
to purchase
the Note at the Closing
is subject
to the satisfaction, at or before the Closing Date of
each of the following
conditions, provided
th at these
conditions
are for the Buyer's sole
benefit
and may be waived by
the Buyer at
any time in its
sole discretion:


 


a.                   
The Company shall have executed
this Agreement and delivered the


same to the Buyer.


 


b.                    The Company shall
have delivered to the Buyer
the duly executed Note (in
such denominations as the
Buyer shall request)
in accordance
with Section l{b) above.


 


c.                  
The Irrevocable Transfer
Agent Resolution,
in form and substance
satisfactory to
the Buyer, shall have
been delivered to and
acknowledged in writing by the
Company' s Transfer
Agent.


 




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d.                  
The representations and warranties
of the Company shall
be true and correct in
all material respects as of the date when made and as of the Closing Date as though made at such time (except for representations
and warranties that speak as of a specific date) and the Company shall have
performed, satisfied and complied in
all material respects with
the covenants, agreements and conditions required
by this Agreement to be performed, satisfied or complied with by the Company at or
prior to the Closing Date. The
Buyer shall have received a certificate or certificates,
executed by the chief executive officer of the Company, dated
as of the Closing Date, to
the foregoing effect
and as to such other matters as may be reasonably requested
by the Buyer including, but not limited to
certificates with respect to the Board of Directors' resolutions relating to
the transactions contemplated hereby.


 


e.                   
No litigation,
statute, rule, regulation,
executive order, decree,
ruling or injunction
shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction
or any self-regulatory
organization having authority
over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.


 


f.                    
No event shall
have occurred which could reasonably
be expected to have a Material Adverse
Effect on the Company including but not limited to a change in the 1934
Act reporting status of the Company or the failure of the Company to be
timely in its
1934 Act reporting obligations.


 


g.                  
The Conversion Shares shall have
been authorized for quotation on an exchange or electronic quotation system and trading
in the Common Stock on
such exchange or electronic quotation system shall not have been suspended
by the SEC or an exchange or electronic quotation
system.


 


h.                  
The Buyer shall have
received an officer's certificate described
in Section 3(d) above,
dated as of the Closing Date.


 


i.                                          
The Buyer shall have
received an original copy of a Confession of Judgment properly executed (with notary) by an authorized officer of the Company in
a form acceptable to the Buyer.


j.                     
The Buyer shall have
received an original copy of a Guaranty properly executed (with notary) by
James Robert Todhunter,
President and Chief Executive Officer of the Company,
in
a form acceptable to the Buyer which shall be limited to the obligations of
the Company to delivery
shares of common stock
of the Company to Buyer
as such obligations are
specifically set forth
in the Note.


 


 


		8.	Governing Law;
Miscellaneous.



 


a.                   
Governing Law. This Agreement shall be governed by and construed
in accordance with the
laws of the State
of Virginia without regard
to principles of conflicts of laws. Any action
brought by either party against the other concerning the transactions contemplated by this


 




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Agreement
shall be brought only in the state courts of New York or in the federal
courts located in the state and county of
Nassau. The parties to this Agreement hereby irrevocably
waive any objection to jurisdiction and venue of any action
instituted hereunder and shall not assert any defense based
on lack of jurisdiction or venue or based upon forum
non conveniens. The Company and Buyer
waive trial by jury. The prevailing party
shall be entitled to recover
from the other party its reasonable attorney's fees and costs. In
the event that any provision of this
Agreement or any other agreement delivered in connection


herewith
is invalid or unenforceable under any applicable statute or rule of
law, then such provision shall be
deemed inoperative to the extent
that it may conflict therewith and shall
be deemed modified to conform with
such statute or rule
of law. Any such provision
which may prove invalid
or unenforceable under any law shall
not affect the validity or enforceability of any other
provision of any agreement
. Each party hereby irrevocably
waives personal service of process and
consents to process being
served in any suit, action
or proceeding in connection with this Agreement, the Note or any related document or agreement
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 Agreement and agrees that such service shall constitute good and sufficient
service of process and notice thereof.
Nothing contained herein shall be
deemed to limit in any way any
right to serve process
in any other manner
permitted by law.


 


b.                  
Counterparts. This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original but
all of which shall constitute one and the same
agreement and shall become effective
when counterparts have been signed
by each party and delivered
to the other party.


 


 


c.                   
Headings. The headings of
this Agreement are for convenience
of reference only and
shall not form part of,
or affect the interpretation of, this Agreement.


 


d.                   
Severability. In the
event that any provision of
this Agreement is invalid or unenforceable under any applicable statute or rule
of law, then such
provision shall be deemed inoperative to the extent that it may conflict therewith
and shall be deemed
modified to conform with
such statute or rule of law. Any provision hereof
which may prove invalid or unenforceable under any
law shall not affect the validity or
enforceability of any
other provision hereof.


 


e.                   
Entire Agreement;
Amendments. This Agreement and
the instruments
referenced herein contain the
entire understanding of the parties with respect to the matters covered herein and therein and,
except as specifically
set forth herein or therein,
neither the Company
nor the Buyer makes any representation,
warranty, covenant or
undertaking with respect to such
matters. No provision
of this Agreement may be waived or amended other than by an instrument in writing signed by the majority
in interest of the Buyer.


 


f.                    
Notices. All
notices, demands, requests,
consents, approvals, and other communications
required or permitted
hereunder shall be in writing
and, unless otherwise
specified herein, shall
be (i) personally served, (ii) deposited in
the mail, registered or
certified, return receipt


 




    	 	10	 



    	 



    

 





requested,
postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed
as set forth
below or to such other address as such party
shall have specified most recently by written notice. Any notice or other communication required or permitted to be given
hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with
accurate confi rmation
generatedby the transmitting facsimile machine, at
the address or number designated below (if
delivered on a business day during normal business
hours where such noti ce
is to be received), or the first business day
following such delivery (if delivered other than on a business day during normal business hours where such notice is to be
received) or (b) on the second business day following
the date of mailing by express courier service, fully prepaid, addressed
to such address, or upon actual
receipt of such mailing , wh ichever
shall first occur. The addresses for such
communications shall be as set forth in the heading of this Agreement with a
copy by fax only to (which copy shall not constitute
notice) to Naidich Wurman LLP, 111 Great Neck
Road, Suite 214, Great
Neck, NY 11021, Att n: Allison Naidich, facsimile:
516-466-3555, e-mail: allison@nwlaw .com. Each
party shall provide notice to the
other party of any change in address.


 


g.                   
Successors
and Assigns. This Agreement
shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor the
Buyer shall assign th is
Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding
the foregoing, the Buyer may assign its rights hereunder
to any person that
purchases Securities in
a private transaction from the Buyer or to any of its "affi liates,"
as that term is defined under the 1934 Act, without the consent of the Company.


 


h.                  
Survival. The representations and warranties of the Company and the
agreements and covenants set forth in this
Agreement shall survive the closing hereunder notwithstanding
any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees
to indemnify
and hold harmless the
Buyer and all their officers, directors, employees
and agents for loss or damage arising as a result of or related to any breach or alleged breach
by the Company of any of its representations, warranties and covenants set
forth in this Agreement
or any of its covenants
and obligations
under this Agreement ,
including advancement of expenses as they are incurred.


 


i.                                           
Further Assurances.
Each party shall do and perform,
or cause
to be done and performed, all such further acts and things, and shall execute and
deliver all such other
agreements, certificates, instruments
and documents, as the other party
may reasonably request in
order to carry out the intent
and accomplish the purposes
of this Agreement and
the consummation of the transactions contemplated hereby.


 


j.                     
No Strict Construction. The language used in this Agreement will be
deemed to be the language chosen
by the parties to express their mutual intent, and no rules of strict construct
ion will be applied against
any party.


 


k.                   
Remedies. The Company acknowledges that a breach
by it of its obligations hereunder will cause irreparable harm to the Buyer by vitiating the intent and purpose of the transaction
contemplated hereby. Accordingly,
the Company acknowledges that the remedy at law for
a


 




    	 	11	 



    	 



    

 





breach
of its obligations under this Agreement will
be inadequate and agrees, in
the event of a
breach or threatened breach by the
Company of the provisions of this Agreement , that the
Buyer shall be entitled, in addition to all
other available remedies at
law or in equity, and in
addition to the penalties
assessable herein, to an injunction or
injunctions restraining, preventing
or curing any breach of this Agreement and
to enforce specifically the terms
and provisions hereof, without the
necessity of showing economic loss and
without any bond or other
security being required.


 


 


[THE REMAINDER OF
THIS PAGE IS INTENTIONALLY
LEFT BLANK]




    	 	12	 



    	 



    

 








IN
WITNESS WHEREOF, the undersigned Buyer and the
Company have caused
this Agreement to be duly executed
as of the date first
above written.


 


AIM EXPLORATION, INC.


 


By: /s/ James Robert Todhunter


James RobertTodhunter


President and Chief Executive Officer


 


 


	POWER UP LENDING GROUP LTD.	 
	B_y: _ _ _ _ _ _ _ _ _ _ _ _ _
	Name: Curt Kramer
	Title: Chief Executive Officer
	111 Great Neck Road, Suite 216 Great Neck, NY 11021
	
         

        AGGREGATE
        SUBSCRIPTION AMOUNT:

	Aggregate Principal Amount of Note:	$33,000.00
	Aggregate Purchase Price:	$33,000.00




    	 	13	 



    	 



    

EXHIBIT A
-- NOTICE OF CONVERSION


 


 


The undersigned hereby
elects to convert $_
_





principal
amount of the Note


(defined
below) into that number
of shares of Common Stock to be
issued pursuant to the conversion of the Note ("Common
Stock") as set forth below, of AIM EXPLORATION INC., a Nevada corporation (the "
Borrower" ) according to the conditions of the convertible
note of the Borrower
dated as of June 26, 2017 (the "Note"), as of the date written below. No fee will
be charged to the Holder for any conversion, except for
transfer taxes, if any.


 


Box Checked as to applicable instructions:


 


		[)	The Borrower shall electronically transmit
the Common Stock issuable pursuant to this Notice of Conversion
to the account of the undersigned
or its nominee with
DTC through its Deposit
Withdrawal Agent Commission system ("DWAC Transfer").



 


Name
of DTC Prime Broker: Account Number:


 


[
) The undersigned hereby requests that the Borrower issue a certificate or certificates for
the number of shares of Common Stock set forth below
(which numbers are based on
the Holder's calculation attached hereto) in the name(s)
specified immediately below or, if additional space
is necessary, on an attachment
hereto:


 


POWER
UP LENDING GROUP LTD.


111
Great Neck Road , Suite
214 Great Neck, NY 11021 Attention: Certificate Delivery


e-mail: info@poweruplendinggroup.com


 


Date of conversion:


 


Applicable Conversion
Price:$



Number of shares of common stock
to be issued


pursuant
to conversion of the Notes:  Amount of Principal
Balance due remaining


under the Note after this conversion:



 


POWER UP LENDING GROUP LTD.


By:
Name: Curt Kramer


Title:
Chief Executive Officer


Date:--------






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