NEITHER
THE ISSUANCE
NOR SAL E OF
THE SECURITIES
REPRESENTED
BY THIS CERTIFICATE
NOR THE
SECURITIES
INTO WHICH THESE
SECURITIES
ARE CONVERTIBLE
HAVE BEEN
REGISTERED
UNDER
THE SECURITIES
ACT OF
1933, AS
AMENDED,
OR APPLICABLE
STATE SECURITIES
LAWS.
THE SECURITIES
MAY NOT
BE OFFERED
FOR SALE,
SOLD,
TRANSFERRED OR ASSIGNED
(I)
IN THE ABSENCE
OF (A) AN EFFECTIVE
REGISTRAT
lON STATEMENT
FOR THE
SECURITIES UNDER
THE SECURITIES
ACT
OF 1933,
AS AMENDED,
OR (B)
AN OPINION
OF COUNSEL
(WHICH
COUNSE
L SHALL BE
SELECTED
BY THE
HOLDER),
IN A GENERALLY
ACCEPTABLE
FORM,
THAT
REGISTRATION
IS NOT
REQUIRED
UNDER
SAID ACT
OR (II
) UNLES
S SOLD PURSUANT
TO RUL
E 144 OR RULE 144A
 UNDER
SAIDACT. NOTWITHSTANDING
THE FOREGOING,
THE SECURITIES
MAY BE PLEDGED
IN CONNECTION
WITH
A BONA
FIDE
MARGIN
ACCOUNT
OR OTHER
LOAN OR FINANCING
ARRAN GEMENT
SECURED
BY THE
SECURITIES.


 


 


Principal
Amount:
$222,222.00Issue
Date:
September
11,
2017


 


PROMISSORY
NOTE


FOR
VALUE
RECEIVED,
AIM
EXPLORATION,
INC., a Nevada
corporation (hereinafter called the "Borrower''), hereby promises to pay
to the order of L2
CAPITAL,
LLC, a
Kansas limited liability company,
or registered
assigns (the "Holder") the principal sum of


$222,222.00
(the "Principal Amount"), together with interest
at the rate of eight
percent (8%) per annum (with
the understanding
that the initial six months
of such interest for each tranche
funded hereunder shall be guaranteed), at maturity
or upon
acceleration or otherwise,
as set forth herein (the
"Note"). The consideration to the
Borrower for this Note is up to $200,000.00
(the "Consideration") in United
States currency, due
to the original issuance discoun t
of $22,222.00 (the
"OID"). The Holder shall
pay $35,000.00 of the
Consideration
(the "First Tranche") within
48 hours of the (full
execution of the Note and transactional
documents related to this Note.
At the closing of the First Tranche, the outstanding principal
amount due under this Note shall be


$38,885.85
(with the understanding that the remaining
portion of the OID shall
be prorated on each subsequent tranche funded
hereunder).
Unless an Event of Default (as defined
herein) under the Note has
occurred, the Holder
shall pay $25,000.00 of the
Consideration (the "Second Tranche")
within 48 hours of the later of (i)
the Borrower's filing of a registration statement covering the Holder's resale
of the Borrower's Common
Stock pursuant to that certain equity purchase
agreement entered into on or
around the Issue date of this Note or (ii) the
date by which the Borrower
effectuates
a reverse stock split
with respect to the Borrower's Common Stock. The "effective"
date of the reverse stock
split shall be determined as
of the date of filing the appropriate
documentation with, and
approval by the state of Nevada.
Except with
respect to the First Tranche and Second Tranche, the Holder may pay,
in its sole discretion,
such additional amounts of the Consideration and
at such dates as the
Holder may choose in its sole discretion
subject
to mutual
acceptance by the
Borrower. The maturity date for each tranche funded
shall


 




    	 	1	 



    	 



    

 


be
six (6) months from the effective date of the respective
payment date (each a "
Maturity Date"), and is
the date upon which
the principal sum of each respective tranche,
as well as any accrued and unpaid interest and other fees
relating to that respective tranche, shall be due and
payable. The Borrower shall pay $10,000.00 in cash to
the Holder within five (5) Trading Days from the payment
date with respect to the First
Tranche, to reimburse Holder for
its legal
fees in connection with the Note (with the understanding that $10,000.00
shall be immediately
added to the balance of the Note if
the cash payment to the Holder is not paid within
such time frame). This Note may not
be prepaid in whole or in part except
as otherwise explicitly set forth herein. Any amount of principal or interest on this Note, which is not paid by .the
Maturity Date, shall
bear interest at the
rate of the lesser
of (i) twenty four percent (24%)
per annum or (ii)
the maximum amount allowed by
law, from the due date thereof until the same is
paid ("Default Interest"). Interest shall commence accruing on the
date that the Note
is fully paid and shall be computed on the basis of
a 365-day year and
the actual number
of days elapsed. All
payments due hereunder
(to the extent not converted
into the Borrower'
s common stock (the "Common
Stock") in accordance with the terms hereof) shall
be made in lawful
money of the United States of America.
All payments shall
be made at such address
as the Holder shall
hereafter give to the
Borrower
by written notice made in accordance with the provisions
of this Note. Whenever
any amount expressed
to be due by the terms of this
Note is due on any
day which is
not a business day,
the same shall instead
be due on the next succeeding
day which is a business day and,
in the case of any interest payment date which is not
the date on which this Note is
paid in full, the
extension of the due date thereof shall not
be taken into account
for purposes of determining the
amount of interest due on such
date. As used in this Note, the term "
business day"
shall mean any day other than a Saturday, Sunday or a
day on which commercial banks
in the city of New
York, New
York are authorized or required
by law or executive
order to remain closed.


 


This
Note is 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 Borrower and will not
impose personal lia?ility upon the holder thereof.


 


The following additional
terms shall also apply
to this Note:


 


ARTICLE I.
CONVERSION RIGHTS


 


I.I       Conversion
Right. The Holder shall
have the right at any
time on or after the occurrence of an Event
of Default under the Note,
to convert all or any part of the outstanding and unpaid
principal amount and accrued and unpaid
interest of
this
Note into fully paid and
non-assessable
shares of Common
Stock, as such Common
Stock exists on the Issue Date, or any shares of capital
stock or other securities
of the Borrower into
which such Common Stock
shall hereafter be changed
or reclassified at
the conversion price (the
"Conversion Price") determined as
provided herein (a "Conversion");
provided,
however,
that in no event shall the Holder be entitled to convert any portion of this Note in excess
of that portion of
this Note upon conversion
of which the sum of (1)
the number of shares of Common Stock beneficially owned
by the Holder' an d
its affiliates (other
than shares
of Common Stock which may be deemed
beneficially owned through the ownership of the unconverted portion
of the


 




    	 	2	 



    	 



    

 


Notes
or the unexercised or
unconverted portion of any
other security of the
Borrower subject to a limitation on conversion or
exercise analogous
to the limitations contained herein)
and (2) the number of shares of Common Stock issuable upon the conversion of
the portion of this Note with
respect to which the determination of this proviso
is being made, would
result in beneficial ownership by the Holder
and its affiliates of
more than 4.99%
of the outstanding shares of Common Stock. For purposes of the proviso 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
(1) of such proviso.
The number
of shares of Common Stock to be issued upon each conversion of
this Note shall be determined by dividing
the Conversion Amount (as defined below) by the applicable Conversion Price
then in effect on the
date specified in the
notice of conversion, in the form
attached hereto as Exhibit A (the "Notice of Conversion"),
delivered to the
Borrower by the Holder
in accordance with Section
1.4 below; provided that the Notice of Conversion is submitted
by facsimile or e-mail (or
by other means resulting in, or reasonably expected to
result
in, notice) to the Borrower before
6:00 p.m., New York,
New York time on such conversion date (the
"Conversion
Date"). The term
"Conversion
Amount" means, with respect
to any conversion of
this Note, the sum of (1) the principal amount of this
Note to be converted
in such conversion plus (2) at the Holder's option, accrued
and unpaid interest, if any, on such principal amount at
the interest rates provided in this Note to the Conversion
Date, plus (3) at the Holder's option, Default
Interest, if any,
on the amounts referred
to in the immediately preceding clauses (1)
and/or (2) plus (4)
at the Holder's option,
any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof.


 


		12	Conversion Price.



 


(a)    
Calculation of Conversion Price. The
Conversion Price shall be the Variable
Conversion Price (as defined
herein) (subject to
adjustment as further described
herein). The "Variable
Conversion Price"
shall mean 60% multiplied by the Market Price
(as defined herein)
(representing a discount rate
of 40%). "Market
Price"
means the lowe st
Trading Price
(as defined below)
for the Common Stock during the
thirty (30) Trading Day
period ending, in
Holder's sole discretion
on each conversion, on either (i) the last
complete Trading
Day prior to the
Conversion Date or
(ii) the Conversion Date. "Trading
Price" means, for any security
as of any date, the
lowest traded price on the Over-the-Counter
Pink Marketplace,
OTCQB, or applicable trading market (the "OTCQB")
as reported by a
reliable reporting service ("Reporting Service") designated
by the Holder
(i.e.
www.Nasdaq.com) or, if the
OTCQB is not the
principal trading market for such security, on
the principal securities exchange
or trading market where such security is
listed or traded or, if the
lowest intraday trading price of such
security is
not available in
any of the foregoing
manners, the lowest intraday price
of any market makers for such
security that are quoted on
the OTC Markets. If the Conversion Price on
the date in which the Holder actually receives the Conversion Shares (each a "Share
Delivery Date") is
less than the Conversion Price
in the respective Notice of Conversion, then the Conversion Price
in the respective
Notice of Conversion shall
be retroactively adjusted
downward to equal
the Conversion Price on
the Share Delivery Date.
If the Trading
Price cannot be calculated
for such
security on such
date in the manner provided above, the Trading Price
shall be the fair
market value as mutually determined
by the Borrower and the holders of a majority in
interest of the


 




    	 	3	 



    	 



    

 


Notes
being converted for
which the calculation of the Trading Price is
required in order to
determine the Conversion Price of such Notes.
"Trading Day''
shall mean any day
on which the Common Stock is tradable for
any period on the OTCQB, or on the principal securities exchange
or other securities market on which the Common Stock is
then being traded. Each time an
Event of Default (as
defined herein) occurs while this
Note is outstanding, an
additional discount of five percent
(5%) shall be factored
into the Variable Conversion Price.
All expenses incurred by Holder for the
issuance and clearing of
the Common Stock into
which this Note is convertible into shall immediately and
automatically be added to
the balance of the
Note at such time as
the expenses are incurred by Holder.


 


Each
time, while this Note is outstanding, the
Borrower enters into a Section
3(a)(9) Transaction (as defined
herein) (including but not
limited to the issuance of new
promissory notes or of a replacement promissory note),
or Section 3(a)(10) Transaction
(as defined herein), in
which any 3rd party has the right
to convert monies owed to that 3rd party (or receive
shares pursuant to a settlement or otherwise) at a
discount to market greater
than the Variable Conversion Price in
effect at that time (prior to all other applicable adjustments
in the Note),
then the Variable Conversion Price
shall be automatically
adjusted to such greater
discount percentage (prior to all applicable adjustments in this
Note) until this Note
is no longer outstanding.
Each time, while this Note is outstanding, the Borrower
enters into a Section 3(a)(9) Transaction
(including but not limited
to the issuance of new promissory notes
or of a replacement promissory note),
or Section 3(a)(10) Transaction, in
which any 3rd party has a
look back period greater than the look
back period in effect under the Note at that time, then
the Holder's look back period
shall automatically be
adjusted to such greater number of days
until this Note is no longer outstanding. The Borrower
shall give written notice to the
Holder, with the adjusted Variable Conversion Price
and/or adjusted look back
period (each adjustment that is applicable due to the
triggering event), within one (1)
business day of an event
that requires any adjustment described in the
two immediately preceding sentences.
So long as this Note is outstanding, if any security of
the Borrower contains any term more favorable to the holder
of such security or with a term in
favor of the holder of such security that
was not similarly provided to
the Holder in this
Note, then the Borrower shall
notify the Holder of such additional or more favorable
term and such term, at Holder's
option, shall become a part of the transaction documents
with the Holder.


If
at any time the Conversion Price as determined
hereunder for any conversion would be less than the par
value of the Common Stock, then at the sole discretion
of the Holder, the
Conversion Price hereunder may equal
such par value for
such conversion and
the Conversion Amount for such conversion may be increased to include
Additional Principal, where
"Additional Principal" means such additional amount to be added to the Conversion Amount to the extent necessary
to cause the number of conversion shares
issuable upon such conversion to
equal the same
number of conversion shares as would have been
issued had the Conversion
Price not been adjusted by the Holder
to the par value price.


 


(b)            
Authorized Shares.
The Borrower covenants that during
the period the conversion right exists,
the Borrower will reserve from its authorized and unissued
Common Stock a sufficient
number of shares, free from preemptive rights, to provide
for the issuance of Common Stock upon the full conversion
of this Note. The Borrower
is required at all times
to


 




    	 	4	 



    	 



    

 


have
authorized and reserved three times the
number of shares that is actually issuable upon
full conversion of the Note
(based on the Conversion
Price of the Note as
if the Note convertible at that
time, even if an Event of Default
has not occurred under the Note)
(the "Reserved Amount"). The
Reserved Amount shall be increased from
time to time in accordance with the


Borrower's
obligations hereunder. The
Borrower represents that upon
issuance, such shares will
be duly and validly
issued, fully paid and non- assessable. In
addition, if the Borrower shall issue any securities
or make any
change to its capital
structure which would change the
number of shares of Common Stock into which the Notes shall be
convertible at the
then current Conversion Price, the Borrower
shall at the same time make proper
provision so that thereafter there shall
be a sufficient number
of shares of Common
Stock authorized and reserved, free from
preemptive rights, for conversion
of the outstanding
Notes. The Borrower (i) acknowledges
that


it
has irrevocably instructed its transfer agent to
issue certificates for
the Common Stock issuable
upon conversion of this Note,
and agrees that its
issuance of this Note shall constitute
full authority to its
officers and agents who are charged
with the duty of executing
stock certificates to execute and issue the
necessary certificates for shares of Common Stock in
accordance with the terms and conditions of
this Note.


 


If,
at any time the Borrower does not maintain the
Reserved Amount it will be
considered an Event of Default under
Section 3.2 of the Note.


 


		13	Method of Conversion.



 


(a)    
Mechanics of
Conversion.
Subject to Section
1.1, this Note may
be converted by the Holder
in whole or
in part at any time
on or after on
or after the occurrence
of an Event of
Default under the Note,
by submitting to the
Borrower a Notice of Conversion
(by facsimile,
e-mail
or other reasonable
means of communication dispatched on
the Conversion
Date prior to 6:00
p.m., New York,
New York time) and (B) subject to Section 1.4(b),
surrendering this
Note at the principal
office of the Borrower.


 


(b)   
Surrender of Note Upon Conversion.
Notwithstanding anything to
the contrary set forth herein, upon conversion of this
Note in accordance with
the terms
hereof,
the Holder
shall not be required to physically surrender
this Note to the Borrower
unless the entire unpaid principal amount
of this Note is so converted. The
Holder and the Borrower
shall maintain records
showing the principal
amount so
converted and
the dates
of such conversions or
shall use
such other
method, reasonably satisfactory to
the Holder
and the Borrower, so as
not to require physical surrender of this Note upon
each such conversion. In
the event of
any dispute or discrepancy, such records
of the Borrower
shall, prima facie, be
controlling and
determinative in the
absence of
manifest error.
Notwithstanding the
foregoing, if any
portion of
this Note
is converted as aforesaid,
the Holder may
not transfer this Note
unless the Holder
first physically surrenders this Note to the Borrower,
whereupon the Borrower
will forthwith issue
and deliver upon the
order of
the Holder a new
Note of
like tenor, registered
as the Holder
(upon payment by the Holder of any
applicable transfer
taxes) may request, representing in the aggregate the
remaining unpaid principal amount of this Note. The
Holder and any
assignee, by acceptance of this Note, acknowledge and agree that,
by reason
of the provisions
of this
paragraph, following conversion of
a portion of this Note, the unpaid
and unconverted principal amount of this
Note


 




    	 	5	 



    	 



    

 


represented by this Note may be less
than the amount stated on the face hereof.


 


(c)    
Payment of Truces.
The Borrower shall not be required to
pay any true which may be payable in respect of any transfer
involved in the issue and
delivery of shares of Common Stock
or other securities or property
on conversion of this Note in
a name other than that
of the Holder (or in
street name), and the Borrower shall not be required to issue or deliver any such shares or other
securities or property unless and until the person or persons
(other than the Holder
or the custodian in
whose street name such shares are to be held for the Holder's
account) requesting the issuance thereof shall have paid to the Borrower the amount of any
such tax or shall have established
to the satisfaction of the Borrower that such tax
has been paid.


 


(d)    
Delivery of Common Stock Upon Conversion.
Upon receipt by the Borrower
from the Holder of a facsimile transmission or e-mail
(or other reasonable means of communication) of a Notice
of Conversion meeting the requirements for conversion as provided in
this Section 1.4, the Borrower
shall issue and deliver or cause
to be issued and delivered to or upon the
order of the Holder
certificates for the Common
Stock issuable upon such conversion
within two (2) business days after such receipt (the "Deadline")
(and, solely in the case of
conversion of the entire unpaid
principal amount hereof, surrender
of this Note) in accordance with the
terms hereof.


 


(e)    
Obligation of Borrower
to Deliver Common Stock.
Upon receipt by the Borrower of
a Notice of Conversion, the Holder shall be deemed to be
the holder of record of the Common Stock issuable upon such conversion,
the outstanding principal amount and the
amount of accrued and unpaid interest on this Note shall
be reduced to reflect
such conversion, and, unless the Borrower defaults
on its obligations under this Article I, all rights with
respect to the portion of this Note being so converted
shall forthwith terminate except the right to receive the Common
Stock or other securities, cash or
other assets, as herein provided,
on such conversion. If the Holder shall have given a Notice
of Conversion as provided herein, the Borrower's obligation
to issue and deliver the certificates for Common
Stock shall be absolute and
unconditional, irrespective of the absence of any
action by the Holder to enforce the same, any waiver or consent with respect
to any provision thereof,
the recovery of any judgment
against any person or any
action to enforce the
same, any failure or
delay in the enforcement of any
other obligation of the Borrower to the holder
of record, or any setoff, counterclaim, recoupment, limitation
or termination,
or any breach or alleged breach by the Holder of
any obligation to the Borrower,
and irrespective of any other
circumstance which might otherwise limit such obligation
of the Borrower to the Holder in connection with such conversion.
The Conversion Date specified in the Notice of
Conversion shall be the Conversion Date so
long as the Notice of Conversion is received
by the Borrower before
6:00 p.m., New York, New York
time, on such date.


 


(
Delivery of Common Stock
by Electronic Transfer.
In lieu of delivering
physical certificates representing the Common Stock issuable
upon conversion, provided the Borrower is participating
in the Depository Trust Company ("OTC") Fast
Automated Securities Transfer ("FAST") program, upon
request of the Holder and its compliance with the provisions
contained in Section 1.1 and in this Section 1.4,
the Borrower


 




    	 	6	 



    	 



    

 


shall
use its best efforts to cause its transfer
agent to electronically transmit the Common
Stock issuable upon conversion to the Holder by crediting
the account of Holder'
s Prime Broker
with DTC through its Deposit
Withdrawal
Agent Commission ("OWAC")
system.


 


(g)
Failure to Deliver Common Stock
Prior to Deadline.
Without in any way limiting the Holder's right to pursue
other remedies, including
actual damages and/or equitable relief, the
parties agree that if delivery
of the Common Stock issuable upon conversion
of this Note is not delivered by the Deadline (other than a failure due to the
circumstances described in Section
1.3 above, which failure shall be governed
by such Section) the Borrower
shall pay to the Holder $1,000 per
day in cash, for
each day beyond the Deadline
that the
Borrower fails to deliver such Common Stock
(unless such failure results from war, acts of terrorism,
an epidemic, or natural disaster). Such cash amount
shall be paid to Holder
by the fifth day of the month following
the month in which it has accrued or,
at the option of the
Holder (by written notice
to the Borrower by the first day of the month
following the month in which it
has accrued), shall be added
to the
principal
amount of this Note,
in which event interest shall
accrue thereon in accordance with the terms
of this Note and
such additional principal amount
shall be convertible into
Common Stock in accordance with the terms of this Note.
The Borrower agrees that
the right to convert is a
valuable right to the Holder. The
damages resulting from a failure, attempt
to frustrate, interference with such conversion
right are difficult if not impossible to qualify. Accordingly
the parties acknowledge that the liquidated damages provision
contained in this Section
1.4(g) are justified.


 


l.4       Concerning
the Shares. The shares
of Common Stock issuable upon conversion
of this Note may not be sold
or transferred unless (i) such
shares are sold pursuant
to an effective registration statement
under the Act or (ii) the
Borrower
or its transfer agent
shall have been furnished
with an opinion of
counsel (which opinion
shall be in fonn, substance
and scope customary
for opinions
of counsel in comparable transactions) to the effect that
the shares to be sold
or transferred may be sold or transferred pursuant to an
exemption from such
registration or (iii) such
shares are sold or
transferred
pursuant
to Rule 144 under the Act
(or a successor rule)
("Rule 144")
or (iv) such shares
are transferred to an "affiliate" (as defined
in Rule 144) of the
Borrower who agrees to sell or otherwise
transfer the shares only in accordance with this Section
1.5 and who is an Accredited
Investor. Except as otherwise provided (and subject
to the removal provisions
set forth below), until such
time as the shares of
Common Stock issuable upon conversion of this Note have
been registered under
the Act or otherwise
may be sold pursuant
to Rule 144 without any restriction as to the number of
securities as of a particular
date that can then be
immediately sold, each certificate for
shares of Common Stock issuable upon conversion
of this Note that has not been so included
in an effective registration statement or that
has not been sold pursuant
to an effective registration statement or an exemption
that permits removal of the legend,
shall bear a legend
substantially
in the following form, as appropriate:


 


"NEITHER
THE
ISSUANCE
AND SALE
OF THE
SECURITIES
REPRESENTED
BY TIDS
CERTIF
ICATE NOR
THE
SECURITIES
INTO
WHICH THESE SECURITIES
ARE EXERCISABLE
HAVE BEEN
REGISTERED
UNDER THE
SECURITIES
ACT
OF 1933,
AS AMENDED,
OR


 




    	 	7	 



    	 



    

  


APPLICA
BLE STATE
SECURITIES
LAWS. THE SECURI
TIES MAY
NOT
BE
OFFERED
FOR
SALE, SOLD,
TRANSFERRED
OR ASSIGNED
(1)
IN THE
ABSENCE
OF
(A) AN EFFECTIVE
REGISTRATION
STATEMENT
FOR
THE SECURITIES
UNDER THE
SECURITIES
ACT OF
1933, AS
AMENDED,
OR (B)
AN OPINION
OF
COUNSEL
(WHICH
COUNSEL
SHALL BE
SELECTED
BY THE
HOLDER),
IN A
GENERALLY
ACCEPTABLE
FORM,
THAT REGISTRATION
IS NOT
REQUIRED
UNDER
SAID
ACT OR
(II) UNLESS SOLD
PURSUANT
TO RULE
144 OR
RULE 144A
UNDER
SAID ACT.
NOTWITHSTANDING
THE FOREGOING,
THE SECURITIES MAY BE
PLEDGED
IN CONNECTION
WITH A BONA
FIDE
MARGIN ACCOUNT
OR OTHER
LOAN
OR FINANCING
ARRANGEMENT
SECURED
BY THE
SECURITIES."


 


The
legend set
forth above shall be removed and the
Borrower shall issue to
the Holder a new certificate therefore free of any
transfer legend if (i) the Borroweror
its transfer agent shall have
received 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
Common Stock may be made without registration
under the Act, which opinion shall be accepted by the Borrower
so that the sale or transfer
is effected or
(ii) in the case of
the Common Stock
issuable upon conversion of this
Note, such security
is registered for sale by
the Holder under an
effective registration statement
filed under the Act or otherwise may be sold
pursuant to Rule 144
without any restriction as
to the number of securities
as of a particular date that
can then be immediately sold.
In the event that
the Borrower does not
accept the opinion of counsel provided
by the Holder with
respect to the transfer of Securities pursuant to an
exemption from registration, such
as Rule 144 or RegulationS,
at the Deadline, it will be considered an Event of Default
pursuant to Section 3.2 of the Note.


 


15       (Intentionally
Omitted].


 


1.6       Status
as Shareholder. Upon
submission of a Notice of 1Conversion
by a Holder, (i) the
shares covered thereby (other than the
shares, if any, which
cannot be issued because their issuance would
exceed such Holder'
s allocated portion
of the Reserved Amount
or Maximum Share Amount) shall be deemed
converted into shares of Common Stock and (ii)
the Holder's rights
as a Holder of such
converted portion of this Note
shall cease and terminate, excepting
only tbe right to receive
certificates for such shares
of Common Stock and to
any remedies provided herein or othe1wise available at
law or in equity to such Holder
because of a failure
by the Borrower to comply with the terms of this
Note. Notwithstanding the foregoing,
if a Holder has not received certificates for
all shares of Common Stock
prior to
the tenth (10th) business day
after the expiration of
the Deadline with respect to a conversion of any portion
of this Note for any reason,
then (unless the Holder
otherwise elects to retain its status as a holder of Common
Stock by so notifying
the Borrower) the Holder
shall regain the rights of a Holder of
this Note with respect
to such unconverted portions of this Note
and the Borrower shall, as soon as practicable, return
such unconverted Note to the Holder or,
if the Note has not been
surrendered, adjust its records
to reflect that such
portion of this Note
has not been converted. ln
all cases, the Holder shall
retain all of its rights
and remedies (including, without
limitation, (i) the right
to receive Conversion Default Payments
pursuant to Section 1.3


 




    	 	8	 



    	 



    

 


to
the extent required
thereby for such Conversion
Default and any subsequent Conversion Default
and (ii) the right to have the Conversion
Price with respect to subsequent conversions determined
in accordance with Section 1.3)
for the
Borrower's failure to convert this
Note.


 


ARTICLE II. CERTAIN
COVENANTS


 


2.1                                                 
Distributions on Capital Stock. So long as the Borrower shall
have any obligation under
this Note, the Borrower
shall not without
the Holder's written consent


(a)
pay, declare or set apart for such payment,
any dividend or other distribution (whether in cash, property or other securities) on
shares of capital stock other than dividends on shares
of Common Stock solely
in the form of additional
shares of Common Stock
or (b) directly or indirectly or through
any subsidiary make any
other payment or distribution in respect of its capital stock except for
distributions pursuant to any shareholders' rights plan
which is approved by a majority
of the Borrower's disinterested directors.


 


 


2.2                                                 
Restriction on
Stock Repurchases.
So long as the Borrower
shall have any obligation
under this Note, the Borrower shall not without the Holder's written consent
redeem, repurchase or
otherwise acquire (whether for cash
or in exchange for
property  or other
securities or otherwise)
in any one transaction
or series ofrelated
transactions any shares of
capital stock of the Borrower or any warrants, rights or options to purchase or acquire any such
shares.


 


ARTICLE lll. EVENTS OF DEFAULT


 


If any of the following
events of default (each, an "Event of Default") shall
occur:


 


3.1                                                 
Failure to Pay Principal or Interest. The Borrower fails
to pay the principal hereof or
interest thereon when due on this Note, whether at maturity, upon acceleration
or otherwise.


 


3.2                                                 
Conversion and the
Shares.
The Borrower fails to reserve
a sufficient amount
of shares of
common stock as required
under the terms
of this Note (including
Section 1.3 of this Note),
fails to issue shares
of Common Stock to the Holder (or announces or threatens in writing that it will
not honor its obligation to do so) upon
exercise by the Holder of
the conversion rights
of the Holder in
accordance with the terms of this
Note, fails to
transfer or cause its
transfer agent to transfer (issue) (electronically
or in certificated form) shares of Common Stock issued to the Holder upon conversion
of or otherwise pursuant
to this Note as
and when required by
this Note, the Borrower
directs its transfer agent not to transfer
or delays, impairs, and/or hinders its transfer agent
in transferring (or issuing) (electronically or
in certificated form)
shares of Common
Stock to be
issued to the Holder
upon conversion of or
otherwise pursuant
to this Note
as and when required by
this Note, or fails
to remove (or directs its
transfer agent not
to remove or impairs,
delays, and/or hinders its transfer agent
from removing) any
restrictive legend (or
to withdraw any stop transfer instructions
in respect thereof) on any
shares of Common Stock issued
to the Holder upon conversion of
or otherwise pursuant


 




    	 	9	 



    	 



    

 


to
this Note as and when required by this Note (or makes any
written announcement,
statement or threat that
it does not intend to honor
the obligations described in this paragraph) and any
such failure shall
continue uncured (or any written
announcemen,t
statement or threat not to
honor its obligations shall
not be rescinded in writing) for two (2) business
days after the Holder
shall have delivered a Notice
of Conversion. It is
an obligation of the Borrower
to remain current in its obligations
to its transfer agent. It shall
be an event of default
of this Note, if a
conversion of this Note is delayed, hindered
or frustrated
due to a balance owed by
the Borrower to its
transfer agent. If at the option of the
Holder, the Holder advances any funds
to the Borrower's transfer agent in order to
process a conversion, such advancedfunds
shall be paid by the Borrower to the Holder within
five (5) business days, either
in cash or as an
addition to the balance of
the Note, and such choice of payment method is
at the discretion of
the Borrower.


 


3.3                                                
Breach of Covenants.
The Borrower breaches any material
covenant or other material
term or condition contained in this Note and
any collateral documents
and such breach continues
for a period of three
(3) days after written
notice thereof to the Borrower
from the Holder or after five (5) days after the Borrower
should have been aware of the breach.


 


3.4                                                
Breach
of Representations
and Warranties.
Any representation
or warranty of the Borrower made herein or in
any agreement, statement or certificate given in writing
pursuant hereto or in connection herewith, shall be
false or misleading
in any material respect when made and the
breach of which has (or
with the passage of time will have)
a material adverse effect
on the rights of the Holder
with respect to this
Note.


 


3.5                                                
Receiver or Trustee. The Borrower or any
subsidiary of the Borrower
shall make an assignment
for the benefit of creditors,
or apply for or consent
to the appointment of a receiver
or trustee for it or for a
substantial part of its property or
business,
or such a receiver or trustee
shall otherwise be appointed.


 


3.6                                                
Judgments. Any money judgment, writ or
similar process
shall be entered or filed
against the Borrower or any subsidiary of the Borrower
or any of its property or other assets for more than $100,000,
and shall remain unvacated,
unbonded or unstaycd
for a period of
ten (10) days
unless otherwise consented to by the
Holder, which
consent will not be unreasonably
withheld.


 


3.7                                                
Bankruptcy. Bankruptcy, insolvency,
reorganization or liquidation proceedings or
other proceedings,
voluntary or involuntary, for relief
under any bankruptcy
law or any law
for the relief of debtors
shall be instituted by or
against the Borrower or any subsidiary of
the Borrower.


 


3.8                                                
Delisting
of Common Stock. The
Borrower shall fail to
maintain the listing or
quotation of the Common Stock on
the OTCQB or an equivalent replacement
exchange, the Nasdaq
Global Market, the Nasdaq Capital Market, the New York Stock Exchange,
or the NYSE MKT.


 




    	 	10	 



    	 



    

 


3.9                                                
Failure to Comply
with the Exchange Act. The Borrower shall
fail to comply with the
reporting requirements of the Exchange Act (including
but not limited to becoming delinquent in its filings), and/or the Borrower shall
cease to be subject
to the reporting requirements of the Exchange Act.


 


3.10                                            
Liquidation. Any dissolution
, liquidation,
or winding up of Borrower
or any substantialportion
of its business.


 


3.11                                            
Cessation of Operations.
Any cessation of operations by Borrower or
Borrower admits it is
otherwise generally unable to pay its debts
as such debts become
due, provided, however,
that any disclosure
of the Borrower's
ability to continue as
a " going concern"
shall not be an admission that
the Borrower cannot pay its debts as they become due.


 


3.12                                            
Financial Statement Restatement.
The Borrower
replaces its auditor, or
any restatement of any financial statements filed by the
Borrower with the SEC
for any date or period from
two years prior to
the Issue Date of this Note and
until this Note is
no longer outstanding, if the result of such
restatement would, by comparison to the unrestated
financial statement,
have constituted a material
adverse effect on the rights
of the Holder with respect
to this Note.


 


		3.13	[Intentionally Omitted].



 


3.14                                              
Replacement of Transfer
Agent.
In the event that the Borrower
replaces its transfer
agent, and the Borrower
fails to provide prior to the effective
date of such replacement, a fully executed Irrevocable Transfer
Agent Instructions (including but
not limited to the provision to irrevocably reserve shares
of Common Stock in the Reserved Amount) signed by the successor transfer agent
to Borrower and the
Borrower that reserves the greater of


(i)
total amount of shares
previously held in reserve for the Note with the Borrower's
immediately preceding transfer agent
and (ii) the Reserved Amount.


3.15                                                    
Cross-Default. Notwithstanding anything to the contrary contained
in this Note or
the other related or companion
documents, a
breach or default by the Borrower
of any covenant or other term or condition
contained in any of
the other financial instrument, including but not
limited to all convertible promissory
notes, currently issued,
or hereafter issued, by
the Borrower, to the Holder or any 3rd
party (the "Other
Agreements"), after the passage of all applicable
notice and cure or grace
periods, shall,
at the option of the Holder,
be considered a default
under this Note, in which
event the Holder shall be
entitled to apply all rights and remedies of the Holder under
the terms of this Note by reason of a default under
said Other Agreement or
hereunder. Cross-defaults will not apply
as to any indebtedness
subject to litigation, at
the Issue Date, between the Borrower
and any other third
party.


 


3.16                                                    
Inside Information. Any attempt by
the Borrower
or its officers, directors,
and/or affiliates to transmit,
convey, disclose, or any actual
transmittal, conveyance, or disclosure by the Borrower
or its officers,
directors,
and/or affiliates of, material


 




    	 	11	 



    	 



    

 


non-public
information concerning the Borrower, to the Holder or its
successors and assigns, which is not
immediately cured by Borrower's filing
of a Form 8-K pursuant to Regulation
FD on that same date.


 


3.17                                                      
No bid. At any
time·while
this Note is outstanding, the lowest Trading Price on
the OTCQB or
other applicable principal trading market for the Common
Stock is equal to
or less than
$0.0001.


 


3.18                                                      
Prohibition on Debt and Variable Securities. So long as the Note
is outstanding, the
Borrower shall not,
without written consent of the
Investor, issue any Variable Security (as defined herein),
unless (i) the
Borrower is permitted to
pay off the Note in
cash at the time of the
issuance of the respective Variable Security and (ii) the Borrower
pays off the Note,
pursuant to the terms
of the Note, in cash
at the time of the issuance of the
respective Variable
Security. A Variable Security shall mean
any security issued
by the Borrower (other
than this note or
other notes with
the Holder) that (i) has or may
have conversion rights of any kind, contingent, conditional or otherwise
in which the number of shares
that may be issued pursuant to such
conversion right varies with the market price of the common stock; (ii)
is or may become
convertible into common
stock (including without
limitation convertible
debt, warrants or
convertible preferred stock), with a conversion or exercise price that varies with the market price of
the common stock,
even if such
security only becomes convertible or exercisable following
an event of default,
the passage
of time, or another
trigger event or condition;
or (iii) was issued
or may be issued in
the future in exchange for or in connection with any contract, security,
or instrument, whether convertible or not, where the number of shares of
common stock issued or to
be issued is based
upon or related in any way to the
market price of the common stock,
including, but
not limited to, common stock
issued in connection with a Section 3(a)(9) exchange, a Section 3(a)(10)
settlement,
or any other similar
settlement or exchange,
provided, however,
that a Variable Security
shall not include
a security
with conversion rights subject
to a floor price per share
of 50% or greater than the closing price of the Common Stock on the issuance
date of the security (such floor price shall
not be subject
to further lower adjustment for
any reason).


 


3.19                                                      
Failure to Repay
Upon Qualified Offering. The
Borrower fails to
repay this Note, in its entirety, pursuant to the terms of the Note, with
funds received from its next
completed offering of $3,000,000.00 or more (consummated on or after the
Issue Date).


 


UPON
THE OCCURRENCE OF ANY
EVENT OF DEFAULT
SPECIFIED
IN SECTION 3.2,
THE NOTE SHALL BECOME IMMEDIATELY DUE AND PAYABLE
AND THE BORROWER
SHALL PAY TO THE
HOLDER, IN FULL SATISFACTION
OF ITS OBLIGATIONS HEREUNDER,
AN AMOUNT EQUAL TO:
(Y) THE DEFAULT SUM


(AS
DEFINED .HEREIN);
MULTIPLIED BY (Z) TWO
(2). Upon the occurrence of any Event of Default specified
in Sections 3.1, 3.3, 3.4,
3.5, 3.6, 3.7, 3.8,
3.9, 3.10,
3.11, 3.12, 3.13, 3.14,


3.15,
3.16, 3.17, 3.18 and/or 3.19, the Note shall become
immediately due and
payable and the Borrower
shall pay to the Holder,
in full satisfaction of
its obligations hereunder, an amount equal to 140% (plus
an additional 5% per each additional Event of Default that
occurs


 




    	 	12	 



    	 



    

 


hereunder)
multiplied by the then outstanding entire balance of the Note (including principal
and accrued and unpaid interest) plus Default Interest,
if any, any
amounts owed to the
Holder pursuant to Sections l .4(g) hereof (collectively,
in the aggregate of all of the above, the "Default
Sum"), and all other amounts payable hereunder shall
immediately become due and payable, all
without demand, presentment or notice, all of which hereby are expressly waived, together with all costs,
including, without limitation, legal fees and
expenses, of collection,
and the Holder shall be entitled
to exercise all other rights and
remedies available at law or in equity.


 


 


The
Holder shall have the right at any time, to require
the Borrower,
to immediately issue, in lieu of the Default
Amount,
the number of shares
of Common Stock of the Borrower equal
to the Default
Amount divided by the Conversion Price then in
effect, subject to issuance in tranches due
to the beneficial ownership limitations contained in this Note.


 


ARTICLE IV.
MISCELLANEOUS


 


4.1       Failure
or lndulgence Not
Waiver. No
failure or delay on
the part of the Holder
in the exercise of any power,
right or privilege hereunder shall operate as a waiver
thereof, nor shall any single
or partial exercise of any
such power, right or privilege preclude other or further
exercise thereof or of any other right, power or privileges.
All rights and remedies existing hereunder are cumulative
to, and not exclusive of, any
rights or remedies otherwise available.


 


42       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 requested, postage prepaid, (iii) delivered
by reputable air courier service with charges prepaid, or (iv) transmitted by hand
delivery, telegram,
facsimile,
or electronic mail 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,
upon electronic mail delivery,
or delivery by facsimile, with accurate confirmation generated
by the transmitting facsimile machine, at the address
or number designated below (if delivered
on a business day during
normal business hours where such notice
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, whichever
shall first occur. The
addresses for such communications shall be:


 


If to
the Borrower, to:


 


AIM EXPLORATION,
INC.


170
S. Green Valley Pkwy, Suite
300 Henderson,
NV 89012


e-mail: bob.todhunter@aimexploration.com


 




    	 	13	 



    	 



    

 





If
to the Holder:


 


L2 CAPITAL,
LLC


8900 State
Line Rd., Suite 410


Leawood,
KS 66206


e-mail: investments@ltwocapital.com


 


43       Amendments.
This Note and any provision hereof
may only be amended by an instrument in writing signed
by the Borrower and the
Holder. The term " Note"
and all reference thereto, as used throughout
this instrument,
shall mean this instrument
as originally executed, or if later amended or supplemented,
then as so amended or supplemented.


 


4.4       Assignability.
This Note shall be binding upon the Borrower and
its successors and
assigns, and shall inure to
be the benefit of
the Holder and its
successors and assigns. Each
transferee of this Note must be an "accreditedinvestor"
(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.


 


45       Cost
of Collection. If default is
made in the payment of this Note, the Borrower shall pay
the Holder hereof costs of collection, including reasonable
attorneys' fees.


 


4.6                                                 
Governing Law. This Note shall be
governed by and construed
in accordance with the laws
of the State of Nevada
without regard to principles
of conflicts of laws. Any action brought by either party
against the other concerning the transactions contemplated by this
Note shall be brought only in the
state and/or federal courts of Johnson County,
Kansas. The parties to this Note 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 Borrower and Holder
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 Note 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
or any other Transaction Document 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


 




    	 	14	 



    	 



    

 


manner permitted by law.


 


4.7                                                   
Certain Amounts. Whenever pursuant to this Note
the Borrower is required
to pay an amount in excess of the outstanding principal amount (or the portion thereof
required to be paid at that time)
plus accrued and unpaid interest plus
Default Interest
on such interest, the Borrower and the Holder agree that the actual damages to the Holder
from the receipt of cash payment
on this Note
may be difficult to
determine and the amount
to be so paid by
the Borrower represents stipulated damages
and not a penalty and is intended to compensate the Holder
in part for loss of the opportunity
to convert this Note
and to earn a return from the
sale of shares
of Common Stock acquired
upon conversion of this
Note at a price in excess of the price paid for such shares pursuant
to this Note.
The Borrower
and the Holder hereby agree
that such amount of stipulated damages is
not plainly disproportionate to the possible loss
to the Holder from
the receipt of a cash payment without the opportunity to convert this Note into shares
of Common Stock.


 


4.8                                                  
Remedies. The Borrower acknowledges that a breach
by it of its obligations
hereunder will cause irreparable
harm to the
Holder, by vitiating the intent
and purpose
of the transaction contemplated hereby. Accordingly,
the Borrower acknowledges that the remedy at law for a
breach of its obligations
under this Note will
be inadequate and agrees, in the event of a breach or
threatened breach by the Borrower of the provisions
of this Note, that the Holder 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 Note and to enforce specifically
the terms and provisions thereof, without the necessity
of showing economic loss and
without any bond or other security being
required.


 


49       Repayment.
Notwithstanding anything to the contrary contained
in this
Note,
the Borrower may
repay any amount outstanding under this Note,
at any time after the Issue
Date, by making a payment
to the Holder of an amount
in cash equal to 135% multiplied the amount that
the Borrower
is repaying.
In order
to repay this Note,
the Borrower shall
provide notice to the Holder
ten (10)
business days prior to such respective repayment
date,
and the Holder
must receive such
repayment within twelve (12) business days of the Holder's receipt
of the
respective repayment notice, but not sooner
than ten (10)
business days from
the date of notice (the "Repayment Period").
The Holder may convert the
Note in whole or in part at any time during
the Repayment
Period, subject
to the terms and conditions of this Note.


 


4.10                                                
Section 3{a)(10) Trans
actions.
If at any time
while this Note is outstanding,
the Borrower
enters
into a transaction structured
in accordance with,
based upon, or related or
pursuant to, in whole
or in part, Section
3(a)(10) of the Securities
Act (a "3(a)(l0)
Transaction"), then a liquidated damages charge of 100% of the
outstanding principal balance of
this Note at
that time, will be
assessed and will become immediately
due and payable to the
Holder, either
in the form
of cash payment, an addition
to the balance of
the Note, or a combination of both forms of payment, as
determined by
the Holder.


 




    	 	15	 



    	 



    

 


		4.11	[Intentionally Omitted].



 


4.12                                                
Restriction on
Section 3(a)(9)
Transactions. So
long as this Note is outstanding, the
Borrower shall not
enter into any 3(a)(9)
Transaction with any party other than the Holder, without
prior written consent of
the Holder. In the
event that the Borrower
does enter into, or makes any issuance of Common
Stock related to a 3(a)(9) Transaction
while this Note
is outstanding, a liquidated damages charge of 25%
of the outstanding principal balance
of this Note, but
not less than $15,000,
will be assessed and will
become immediately due and payable to the
Holder at its election
in the form of cash
payment or addition to the balance of this Note.


 


4.13                                                
Terms of
Future Financings. So
long as this Note
is outstanding, upon any issuance by the Borrower or any
of its subsidiaries
of any security with
 any term more favorable to the holder
of such security or with a term in favor of the holder
of such security that was
not similarly provided
to the Holder in
this Note, then
the Borrower shall notify
the Holder of such
additional or more
favorable term and such term,
at Holder's option,
shall become a
part of the transaction
documents with the
Holder. The types
of terms contained in another security that may
be more favorable to the holder of
such security include, but are
not limited to, terms addressing conversion
discounts, prepayment rate,
conversion look back
periods, interest rates,
original issue discounts,
stock sale price, private placement
price per share, and warrant coverage.


 


4.14                                                
Usury. If
it shall be found that any interest or
other amount deemed
interest due hereunder
violates the applicable law governing usury, the applicable
rate of interest due hereunder shall automatically be lowered
to equal the maximum rate
of interest permitted under
applicable law. The
Borrower covenants (to the extent that
it may lawfully do
so) that it shall
not at any time
insist upon, plead, or
in any manner whatsoever claim or take the benefit or advantage of, any
stay, extension or usury law
or other law which would prohibit or
forgive the Borrower from
paying all or any
portion of the principal
of or interest on
this Note as contemplated
herein, wherever enacted, now or at
any time hereafter
in force, or which
may affect the covenants or the performance of this
Note, and the Borrower
(to the extent it may lawfully
do so) hereby expressly waives
all benefits or advantage of
any such law, and
covenants that it will not, by
resort to any such
law, hinder, delay or impede the execution
of any power herein
granted to the Holder,
but will suffer and permit
the execution of every such as though no such law has been
enacted.


 


 


 


 


 


 


 


[signature
page to follow]


 




    	 	16	 



    	 



    

 


 


IN WITNESS WHEREOF,
Borrower has caused
this Note to be signed in its name by its


duly authorized officer
this September 11, 20 17.


 


AIM EXPLORATION, INC.


 


By: /s/ James Todhunter


Name: James Todhunter


Title: Chief Executive Officer


 





    	 	17	 



    	 



    

 








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 promissory note of the Borrower dated as of September
11,2017 (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:


 


L2 CAPITAL, LLC


8900 State Line
Rd., Suite 410


Leawood,
KS 66206


e-mail: investrnents@ltwocapital.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:



 


L2 CAPITAL,
LLC


 


By:_
 _ _ _ _ _ _ _  _


Name:-------------


Title:-------------


Date:-------------


 






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