SECURITIES PURCHASE
AGREEMENT


 


This
SECURITIES PURCHASE AGREEMENT
(the "Agreement"), dated
as of September 11,
2017, by and between AIM
EXPLORATION,
INC., a Nevada
corporation, with headquarters
located at 170 S. Green
Valley Pkwy, Suite
300, Henderson, NV
89012 (the "Company"), and L2 CAPITAL, LLC,
a Kansas limited liability company, with its address at 8900
State Line Rd., Suite
410, Leawood, KS 66206
(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");


 


B.              
Buyer desires
to purchase and the Company desires to issue and sell,
upon the terms and conditions set forth in this Agreement
a 8% promissory note of the Company, in the
form attached hereto as Exhibit A, in the aggregate principal amount of US$222,222.00 (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,
nil 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.


 


C.               
The
Buyer wishes to purchase, upon the terms and
conditions stated in
this Agreement, such principal amount of Note as is set
forth immediately below its name on
the signature pages hereto;
and


 


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


 


		l.	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 from the
Company such principal amount
of Note as is
set forth immediately below the Buyer's
name on the
signature pages hereto,
subject to the express terms of the Note. At
the time of Holder's funding
of each tranche under the Note, the Company shall issue
to Buyer as a commitment
fee, a warrant to purchase
an amount of shares of its common
stock equal to the
face value of each
respective tranche divided
by 120% of the closing price of the Common Stock on the
Trading Day immediately
preceding the closing
date of the respective tranche (all warrants issuable
hereunder, including now and
in the future, shall be
referred to, in the aggregate, as
the "Warrant").


 




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b.     
Form of Payment. On the
Closing Date, the Buyer shall pay the purchase price of $35,000.00
(the "Purchase Price") for the First Tranche (as defined in the Note) under the Note,
by wire transfer of immediately available funds, in accordance with the Company's written wiring instructions, against delivery
of the Note, pursuant to the terms of the Note.
In the event that Buyer funds additional tranches under the Note, as further described in the
Note, then such additional amounts shall be paid in accordance with the Company's written wiring instructions as well.


 


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 5:00 P.M.,
Eastern Standard Time on or about September 11, 2017,
or such other mutually agreed upon time. The closing of the transactions contemplated by this
Agreement (the "Closing") shall occur on the Closing Date at
such location as may be agreed to by the parties.


 


2.                
REPRESENTATIONS AND WARRANTIES OF
THE BUYER.The
Buyer represents and warrants to the Company that:


 


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 (including, without limitation,
such additional shares of Common Stock, if any, as are issuable (i) on account of interest
on the Note or (ii) as a result of the
events described in Sections 1.3 and l .4(g) of 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; provided, however, that by making the representations
herein, the Buyer does not agree to
hold any of the Securities for any minimum or other specific term and reserves the right to dispose
of the


Securities
at any time in accordance with or pursuant to a registration statement
or an exemption under the 1933 Act.


 


b.    
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.


 


c.     
Information. The Buyer and its advisors, if any, have been, and for so long as
the Note remain outstanding will continue to be, furnished with all materials relating to the business, finances and operations
of the Company and materials relating to the offer and sale of the Securities which have been requested by the Buyer
or its advisors. The Buyer and
its


 




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advisors,
if any, have been,
and for so long as the Note remain outstanding
will continue to be, afforded the opportunity to ask questions of the Company. Notwithstanding the foregoing, 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.
Neither such inquiries nor
any other due diligence investigation conducted by Buyer or
any of its advisors or representatives shall modify,
amend or affect Buyer's right
to rely on the Company'
s representations and warranties contained in Section 3 below. The
Buyer understands that its investment in the Securities involves a significant degree
of risk. The Buyer
is not aware of any facts that may constitute a breach of any of the Company's representations and
warranties made herein.


 


d.    
Governmental Review. The Buyer understands that no United States federal or state
agency or any other government or governmental agency has passed
upon or made any recommendation or endorsement of
the Securities.


 


e.     
Transfer or Re-sale.
The Buyer understands that (i) the sale or re-sale of the
Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the Securities
may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under
the 1933 Act, (b) the
Buyer shall have delivered to the Company, at the cost
of the Buyer, an opinion of counsel that shall be in
form, substance and scope
customary for opinions of counsel in comparable transactions to the
effect that the Securities to be sold or transferred may
be sold or transferred pursuant to an exemption from such registration,
which opinion shall be accepted by the Company, (c) the
Securities are sold or transferred to an "affiliate"
(as defined in Rule 144 promulgated under the 1933 Act
(or a successor rule) ("Rule 144")) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance
with this Section 2(f) and who is an Accredited Investor,
(d) the Securities are sold pursuant to Rule
144, or (e) the Securities are sold pursuant to Regulation
Sunder the 1933 Act (or a successor rule) ("Regulation S"), and the Buyer shall
have delivered to the Company, at the cost of
the Buyer, an
opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which
opinion shall be accepted by
the Company; (ii) any sale
of such Securities made in reliance on Rule 144 may be
made only in accordance with the terms of said Rule
and further, if said Rule is not applicable,
any re-sale of such Securities under circumstances in which the seller (or the person through
whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act)
may require compliance with some other exemption under
the 1933 Act or the rules and regulations of the SEC thereunder; and (iii)
neither the Company
nor any other person is under any obligation to register such Securities under the 1933 Act or
any state securities laws or to comply with the terms and
conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary,
the Securities


may
be pledged as collateral in connection with a bona
fide margin account or other lending arrangement.


 




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f.      
Legends. The Buyer understands
that the Note and, until such time as the Conversion Shares have been registered under
the 1933 Act may be sold pursuant
to Rule 144 or Regulation
S without any restriction as to the number of securities
as of a particular date that
can then be immediately sold, the Conversion Shares may bear
a restrictive legend in
substantially the following form (and a stop-transfer order
may be placed against transfer of the certificates for such Securities):


 


"NEITHER
THE ISSUANCE AND SALE OF
THE SECURITIES REPRESENTED BY Tms
CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES
ARE EXERCISABLE 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 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 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
Rule 144 or Regulation S without any
restriction as to the number of securities as of a particular date
that can then be immediately 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 compliance 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 or Regulation S, at the Deadline, it will
be considered an Event of Default pursuant to Section 3.2
of the Note.


 




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g.     
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 represents
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. Schedule 3(a) sets forth a list of all of
the Subsidiaries of the Company and the jurisdiction in which each is incorporated. The Company and each of its Subsidiaries is
duly qualified as a foreign corporation to do business
and is in good standing in every jurisdiction in
which its ownership or use of property or the nature of the business conducted by
it makes such qualification necessary except
where the failure to
be so qualified or
in good standing would not have a Material Adverse Effect.
"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.
"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 reqms1te 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,
(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.
Except as disclosed in
the SEC Documents, no shares are reserved for issuance
pursuant to the Company's stock option plans, no shares are reserved


 




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for
issuance pursuant to securities (other than the Note) exercisable for, or convertible into or exchangeable for shares of Common
Stock and sufficient shares are reserved for issuance upon conversion of the Note (as required by the Note and transfer agent share
reserve letter). All of such outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued,
fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar
rights of the shareholders of the Company or any Liens or encumbrances imposed through the actions or failure to act of the Company.
Except as disclosed in the SEC Documents, as of the effective date
of this Agreement, (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first
refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities
or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements
by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company
or any of its Subsidiaries, (ii) there are nb agreements or arrangements under which the Company or any of its Subsidiaries is
obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution
or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security
holders) that will be triggered
by the issuance of the Note or the Conversion Shares. The
Company has filed in its SEC Documents true and correct copies of the Company's Certificate of Incorporation as in effect on the
date hereof ("Certificate of Jncorporation"), the Company's By-laws, as in effect on the date hereof (the "By-laws"),
and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the
holders thereof in respect thereto. The Company shall provide
the Buyer with a written update of this representation signed by the Company's Chief Executive on behalf of the Company as of the
Closing Date.


 


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.      
Acknowledgment of Dilution. The Company understands and acknowledges
the potentially dilutive effect to the Common Stock upon the issuance of the Conversion Shares
upon conversion of the Note. The
Company further acknowledges that its obligation to issue Conversion
Shares upon conversion of the Note in accordance with this Agreement, the
Note is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of
other shareholders of the Company.


 


f.      
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


 




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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 license or 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). Neither the Company
nor any of its Subsidiaries is in violation of its Certificate
of Incorporation, By-laws
or other organizational documents and
neither the Company nor any of its Subsidiaries is in
default (and no event
has occurred which with notice
or lapse of time or both could
put the Company or any of its Subsidiaries in default) under,
and neither the Company nor any of its Subsidiaries has
taken any action or failed to take any action that would
give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture
or instrument to which the Company or any of its
Subsidiaries is a party or by which any property or assets
of the Company or any of its Subsidiaries is
bound or affected, except for possible defaults 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. Except as specifically
contemplated by this Agreement and as required under the
1933 Act and any applicable state securities laws, the Company is not required to obtain
any consent, authorization or order
of, or make any filing or registration with, any court,
governmental agency, regulatory agency, self-regulatory organization or stock market or any third party in order for it to execute,
deliver or perform any of its obligations under
this Agreement, the Note in accordance with the terms
hereof or thereof or to issue and sell the Note in accordance
with the terms hereof and to issue the Conversion Shares upon conversion
of the Note. All consents, authorizations, orders, filings and registrations which the Company is
required to obtain pursuant to the preceding sentence have been obtained or effected
on or prior to the date hereof.
The Company is not in violation of the listing requirements
of the Over-the- Counter Bulletin Board (the "OTCBB"),
the OTCQB or any similar quotation
system, and does not reasonably anticipate that
the Common Stock will
be delisted by the OTCBB,
the OTCQB or any
similar quotation system,
in the foreseeable future. The Company
and its Subsidiaries are unaware of
any facts or circumstances which might give rise to any
of the foregoing.


 


g.     
SEC Documents; Financial Statements. The Company has timely 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 schedules thereto and documents (other than
exhibits to such documents) incorporated by reference therein,
being hereinafter referred to herein as the "SEC


 




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Documents").
The Company has delivered to the Buyer true and complete
copies of the SEC Documents,
except for such exhibits and incorporated documents.
As of their respective
dates, the SEC Documents complied in all material
respects with the requirements of the 1934 Act and the
rules and regulations of the SEC promulgated 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, 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
with 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 consolidated financial position
of the Company and its consolidated Subsidiaries as of
the 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). Except as set forth in the
financial statements of the Company
included in the
SEC Documents,
the Company
has no liabilities, contingent or otherwise, other
than (i) liabilities incurred in the ordinary course
of business, and (ii) obligations
under contracts and commitments
incurred in the ordinary course of business and not required
under generally accepted accounting principles to be reflected
in such financial statements, which, individually or in the aggregate,
are not material to the financial condition or operating results of the Company. The
Company is subject to the reporting requirements of the 1934 Act. For the avoidance of doubt,
filing of the documents
required in this Section 3(g) via the SEC's Electronic Data
Gathering, Analysis, and Retrieval system
("EDGAR") shall satisfy all delivery requirements
of this Section 3(g).


 


h.    
Absence of Certain Changes. There have
been no material 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.


 


i.      
Absence of Litigation.
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 Subsidiaries, or their officers or
directors in their capacity as such, that could have a Material Adverse Effect. Schedule 3(i)
contains a complete list and summary description
of any pending or, to
the knowledge of the Company,
threatened proceeding against or affecting
the Company or any of its Subsidiaries, without regard
to whether it would have a Material Adverse Effect. The
Company and its


Subsidiaries
are unaware of any facts or circumstances which might give rise to
any of the foregoing.


 




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j.      
Patents, Copyrights, etc.
The Company and each of its Subsidiaries owns or possesses the requisite
licenses or rights to use all patents, patent applications,
patent rights, inventions, know-how,
trade secrets, trademarks, trademark applications, service marks, service names,
trade names and copyrights ("Intellectual Property") necessary
to enable it to conduct its business as now operated (and, as presently contemplated to be operated in the future); Except as disclosed
in the SEC Documents,
there is no claim or action by any person pertaining to, or
proceeding pending, or to the Company's knowledge threatened, which challenges the right of the Company or of a Subsidiary with
respect to any Intellectual Property necessary to enable
it to conduct its business as now operated (and, as presently contemplated to be operated in the future); to the best of the Company's
knowledge, the Company's or its Subsidiaries' current
and intended products, services
and processes do not infringe on any Intellectual Property or other rights held by any person; and the Company is unaware of any
facts or circumstances which might give rise to any of the foregoing. The Company and each of its Subsidiaries have taken reasonable
security measures to protect the secrecy, confidentiality and value of their Intellectual Property.


 


k.     
No Materially Adverse Contracts, Etc. Neither
the Company nor any of its Subsidiaries is subject to any charter, corporate or other legal restriction, or any judgment, decree,
order, rule or regulation which in the judgment of the Company's officers has or is expected in the future to have a Material Adverse
Effect. Neither the Company nor any of its Subsidiaries is a party to any contract or agreement which in the judgment of the Company's
officers has or is expected to have a Material Adverse
Effect.


 


1.      
Tax Status. The
Company and each of its Subsidiaries has made or filed all federal, state and foreign income and all other tax returns, reports
and declarations required by any jurisdiction to which it is subject (unless and only to the extent that the Company and each of
its Subsidiaries has set aside on its books provisions reasonably adequate for the payment of all unpaid and unreported taxes)
and has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due
on such returns, reports and declarations, except those being contested in good faith and has set aside on its books provisions
reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations
apply. There
are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the
Company know of no basis for any such claim. The Company has not executed a waiver with respect to the statute of limitations relating
to the assessment or collection of any foreign,


federal,
state or local tax. None of the Company's tax returns is presently being audited by any taxing authority.


 


m.   
Certain Transactions. Except
for arm's length transactions pursuant to which the Company or any of its
Subsidiaries makes payments in the ordinary course of business upon terms no less favorable than the Company or any of its Subsidiaries
could obtain from third parties and other than the grant of stock options disclosed on Schedule 3(c),
none of the officers,


 




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directors,
or employees of the Company is presently a party to any transaction with the Company or any of its
Subsidiaries (other than for services as employees, officers and directors), including any contract,
agreement or other arrangement providing for the furnishing of services to or by, providing
for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee
or, to the knowledge of the Company, any corporation, partnership,
trust or other entity in which any officer, director,
or any such employee has a substantial interest or is an officer, director, trustee or partner.


 


n.    
Disclosure.
All information relating to or concerning the Company or any of its Subsidiaries set forth in this
Agreement and provided to the Buyer pursuant to Section
2(d) hereof and otherwise in connection with the transactions contemplated hereby is true
and correct in all material respects and the Company has not omitted to state any material fact necessary in order to make the
statements made herein or therein, in light of the circumstances under which they were made, not misleading. No event or circumstance
has occurred or exists with respect to the Company or any of its Subsidiaries
or its or their business, properties, prospects,
operations or financial conditions, which, under applicable
law, rule or regulation, requires public disclosure
or announcement by the Company but which
has not been so publicly announced or disclosed (assuming for this purpose that the
Company's reports filed under the 1934 Act are being incorporated into an effective registration statement filed by the Company
under the 1933 Act).


 


o.    
Acknowledgment Regarding Buyer' Purchase
of Securities. The Company acknowledges and agrees
that the Buyer is acting solely in the capacity of arm's
length purchasers with respect to this Agreement and the
transactions contemplated hereby. The Company further acknowledges
that the Buyer is not acting as a financial advisor or
fiduciary of the Company (or in any similar capacity) with respect to this Agreement and the transactions contemplated hereby and
any statement made by the Buyer or any of its respective
representatives or agents in connection with this Agreement and the
transactions contemplated hereby is not advice or a recommendation
and is merely incidental to
the Buyer' purchase of the Securities. The Company further represents to the Buyer that the Company's
decision to enter


into
this Agreement has been based solely on the independent evaluation of the Company and its representatives.


 


p.     
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.


 




    	 	10	 



    	 



    

 





q.     
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.


 


r.      
Permits: Compliance. The Company and each of its Subsidiaries is in possession
of all franchises, grants, authorizations, licenses, permits, easements, variances, exemptions, consents, certificates,
approvals and orders necessary
to own, lease and operate its properties and to carry on its
business as it is now being conducted
(collectively, the "Company Permits"), and there is no action
pending or, to the knowledge of the Company, threatened
regarding suspension or cancellation of any of the Company
Permits. Neither the Company nor any of its Subsidiaries is
in conflict with, or in default or
violation of, any of the Company Permits, except for any
such conflicts, defaults or violations which, individually or in the
aggregate, would not reasonably
be expected to have a Material Adverse Effect. Neither the Company nor any
of its Subsidiaries has received any notification with
respect to possible conflicts, defaults or violations of
applicable laws, except for notices relating to
possible conflicts, defaults or violations, which conflicts, defaults or violations would not
have a Material Adverse Effect.


 


		s.	Environmental Matters.



 


(i)                     
There are, to the Company's knowledge,
with respect to the Company or any of its Subsidiaries or any predecessor of the Company, no past
or present violations of Environmental Laws (as defined
below), releases of any material into the environment, actions, activities, circumstances,
conditions, events, incidents,
or contractual obligations which may give rise to any
common law environmental liability
or any liability under the Comprehensive Environmental Response,
Compensation and Liability Act of 1980 or similar
federal,
state, local or foreign laws and neither
the Company nor any of its Subsidiaries has received any
notice with respect to any of the foregoing, nor is any
action pending or, to the Compan)'."s knowledge, threatened
in connection with any of the foregoing. The
term "Environmental Laws" means all federal, state, local or foreign laws relating
to pollution or protection of human health or the environment (including, without
limitation, ambient air, surface water, groundwater, land surface or subsurface
strata), including, without limitation, laws relating to emissions, discharges, releases or
threatened releases of
chemicals, pollutants contaminants, or toxic or hazardous
substances or wastes (collectively, "Hazardous Materials") into the
environment, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or
handling of Hazardous Materials, as
well as all authorizations, codes, decrees, demands or
demand letters, injunctions, judgments,
licenses,


notices
or notice letters, orders, permits, plans or regulations issued, entered, promulgated or approved thereunder.


 


(ii)                  
Other than those
that are or were stored, used or disposed
of in compliance with applicable
law, no Hazardous Materials
are contained on or about any real
property currently owned, leased or used by the Company
or any of its Subsidiaries, and no


 




    	 	11	 



    	 



    

 





Hazardous
Materials were released on or about any real property
previously owned, leased
or used by the Company or any
of its Subsidiaries during the period
the property was owned, leased or used
by the Company or any of its
Subsidiaries, except in the normal course of the Company's or any
of its Subsidiaries' business.


 


(iii)                 
There are no
underground storage tanks on or under any real property owned, leased
or used by the Company or any of its Subsidiaries
that are not in compliance with applicable law.


 


t.       
Title to
Property. Except as
disclosed in the SEC Documents
the Company and its Subsidiaries have good and marketable title in fee simple
to all real property
and good and marketable title to all personal property owned by them which is material to the business of the Company and
its Subsidiaries, in
each case free and clear of all liens, encumbrances and defects or
such as would not have a
Material Adverse Effect. Any real property and
facilities held under lease by the Company and
its Subsidiaries are held
by them under valid, subsisting and enforceable leases
with such exceptions as would not have a Material
Adverse Effect.


 


u.     
Internal Accounting
Controls. Except as
disclosed in the
SEC Documents the
Company and each of its Subsidiaries maintain a system of internal accounting controls sufficient, in the
judgment of the
Company's board of directors, to provide reasonable assurance that (i) transactions
are executed in accordance with management's general or specific authorizations,
(ii) transactions are recorded as necessary to permit preparation of financial
statements in conformity with generally accepted accounting principles and to maintain asset
accountability, (iii) access to assets is permitted only in
accordance with management's general or specific authorization and (iv)
the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate
action is taken with respect
to any differences.


 


v.     
Foreign Corrupt
Practices. Neither the Company, nor any of its Subsidiaries, nor any
director, officer, agent, employee or other person acting
on behalf of the
Company or any Subsidiary has, in the course of his
actions for, or on
behalf of, the Company, used any corporate funds for any unlawful contribution,
gift, entertainment or other unlawful expenses
relating to political activity; made any direct or
indirect unlawful payment
to any foreign or domestic government
official or employee from corporate funds; violated or is
in violation of any provision of the U.S.
Foreign Corrupt Practices Act
of 1977, as amended,
or made any bribe, rebate, payoff, influence payment, kickback or other
unlawful payment to any foreign or domestic government official or employee.


 


w.   
Solvency. The Company (after g1vmg effect to the transactions contemplated
by this Agreement)
is solvent (i.e.,
its assets have
a fair market value in excess of the
amount required to pay its probable liabilities
on its existing debts
as they become absolute
and matured) and currently the
Company has no information
that would lead
it to reasonably


 




    	 	12	 



    	 



    

 


conclude
that the Company would not,
after giving effect to the transaction contemplated by this Agreement,
have the ability to, nor does it intend to talce any action that would impair its ability to,
pay its debts from time to time
incurred in connection therewith as such debts mature.
The Company did not receive a qualified opinion from its
auditors with respect to its most recent fiscal year end and, after
giving effect to the transactions contemplated by this Agreement, does not anticipate or know
of any basis upon which its auditors might issue a qualified opinion
in respect of its current fiscal year. For the avoidance of doubt any disclosure of the Borrower's
ability to continue as a
"going concern" shall not, by itself, be a violation
of this Section 3(w).


 


x.     
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.


 


y.     
Insurance. Upon written request the Company
will provide to the Buyer
true and correct copies of all policies relating to directors'
and officers' liability coverage,
errors and omissions
coverage, and commercial general liability coverage, if any.


 


z.      
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 parties shall use their commercially reasonable
best efforts to satisfy timely each of the conditions described in Section 6
and 7 of this Agreement.


 


b.     
Use of Proceeds.
The Company shall use the proceeds from the sale of the Note for working capital
and other general corporate purposes and shall
not, directly or indirectly,
use such proceeds for any loan to or investment in any other corporation, partnership,
enterprise or other person (except in connection with its currently existing direct
or indirect Subsidiaries).


 


c.     
Financial Information.
The Company agrees to send or
make available the following reports to the Buyer until
the Buyer transfers,
assigns, or sells all of the Securities:


(i)
within ten (10) days after
the filing with the SEC, a copy of its Annual Report on Form 10-K its Quarterly Reports on Form 10-Q and any Current Reports
on Form 8-K; (ii) within one (I)
day after release, copies of all press releases issued
by the Company or any
of its Subsidiaries; and (iii) contemporaneously with the making available or giving to the shareholders of the
Company, copies of any notices or other information the Company
makes available or gives to such shareholders. For the avoidance of doubt, filing the documents
required in (i) above
via


 




    	 	13	 



    	 



    

 


EDGAR
or releasing any documents set forth in (ii) above via a recognized wire service shall satisfy the delivery requirements of this
Section 4(t).


 


d.     
Listing. The Company shall promptly secure the
listing of the Conversion Shares upon each national securities exchange or automated quotation system, if any, upon which shares
of Common Stock are then listed (subject to official notice of issuance) and,
so long as the Buyer owns any of the Securities, shall maintain,
so long as any other shares of Common Stock shall be so listed, such listing of all Conversion Shares from time to time issuable
upon conversion of the Note. The Company will obtain and, so long as the
Buyer owns any of the Securities, maintain the listing and trading of its Common Stock on the OTCBB, OTCQB, OTC Pink or
any equivalent replacement exchange, the Nasdaq National Market
(" Nasdaq"),
the Nasdaq SmallCap Market ("Nasdaq SmallCap"),
the New York Stock Exchange ("NYSE"), or the NYSE
MKT and will comply in all respects with the Company's reporting, filing and other obligations under the bylaws or rules of the
Financial Industry Regulatory Authority ("FINRA") and
such exchanges, as applicable. The
Company shall promptly provide to the Buyer copies of any material notices it receives from the OTCBB,
OTCQB and any other exchanges or quotation systems on which
the Common Stock is then listed regarding the continued eligibility
of the Common Stock for listing on such exchanges and quotation systems.


 


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 in the event of a merger or consolidation or sale of all or substantially all of the Company's assets,
where the surviving or successor entity in such transaction
(i) assumes the Company's obligations hereunder and under the agreements and instruments entered into in connection herewith and
(ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBB,
OTCQB, OTC Pink,
Nasdaq, NasdaqSmallCap ,
NYSE or AMEX.


 


f.      
No Integration. The Company shall not make any offers or sales of
any security (other than the
Securities) under circumstances that would require registration of the Securities
being offered or sold hereunder under the 1933 Act or cause the offering
of the Securities
to be integrated with any other offering of securities by the Company for the purpose of any stockholder approval provision applicable
to the Company or its securities.


 


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.


 


h.     
Trading Activities. Neither the Buyer nor its
affiliates has an open short position (or other hedging or similar transactions)
in the common stock of the Company and the Buyer agree that it shall not, and that it will cause its affiliates not to, engage
in any short


 




    	 	14	 



    	 



    

 


sales of
or hedging transactions with respect to the common
stock of the Company.


 


i.      
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 be considered an event of default under Section 3.3 of the Note.


 


5.                
Transfer Agent
Instructions. Prior to
registration of the
Conversion Shares under the 1933 Act or the date
on which the Conversion
Shares 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, all such certificates shall bear the restrictive
legend specified in Section 2(g) of this Agreement. The Company
warrants that: (i)
no stop transfer instructions to give
effect to Section 2(f) hereof (in the case of the Conversion Shares, prior to registration of the Conversion
Shares under the 1933
Act or the date on
which the Conversion Shares 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), will be given
by the Company to
its transfer 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 transfer 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 this Agreement; and (iii) it will not fail 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
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 this Agreement. Nothing in this Section shall
affect in any way the Buyer's obligations
and agreement set forth in Section 2(g) hereof to comply
with all applicable prospectus delivery requirements,
if any, upon re-sale of the
Securities. If the Buyer provides
the Company, at the cost
of the Buyer, with
(i) 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 and such
sale or transfer is effected or (ii) the Buyer provides
reasonable assurances that the Securities can be sold pursuant to Rule 144, 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 breach
by it of its 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 under this Section 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.


 




    	 	15	 



    	 



    

 


6.                
CONDITIONS PRECEDENT TO THE COMPANY'S
OBLIGATIONS 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 1(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 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 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 authority of competent jurisdiction or any self-regulatory organization
having authority over the matters contemplated hereby which prohibits the consummation of any of the
transactionscontemplated by
this Agreement.


 


		7.	CONDITIONS PRECEDENT 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 that these conditions are for the Buyer's
sole benefit and may be waived by the Buyer at any time in its
sole discretion:


 


 


same to
the Buyer.


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



 


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


 


c.     
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


 




    	 	16	 



    	 



    

 


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 Company's Certificate of Incorporation, By-laws and Board of Directors' resolutions relating to the transactions contemplated
hereby.


 


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
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.


 


e.     
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.


 


f.      
The Conversion Shares shall have been authorized for quotation on the OTCBB, OTCQB or any similar quotation system
and trading in the Common Stock on the OTCBB, OTCQB or any similar quotation system shall not have been suspended by the SEC or
the OTCBB, OTCQB or any similar quotation system.


 


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


 


		8.	GOVERNING LAW; MISCELLANEOUS.



 


a.     
Governing Law. This Agreement 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 Agreement shall be brought only in the state or federal courts of Johnson
County, Kansas. 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 confonn 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


 




    	 	17	 



    	 



    

 


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: Signatures by Facsimile. 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. This Agreement,
once executed by a party, may be delivered to the other party
hereto by facsimile
transmission of a copy of this Agreement bearing the signature
of the party so delivering this Agreement.


 


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 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 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


 




    	 	18	 



    	 



    

 


address,
or upon actual receipt of such mailing, whichever shall
first occur. The addresses for such communications shall
be:


 


Ifto the
Company, to:


 


AIM EXPLORATION,
INC.


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


E-mail:
bob.todhunter@aimexploration.com
If to the Holder, to:


L2 CAPITAL, LLC


8900 State Line
Rd., Suite 410


Leawood, KS
66206


E-mail: investments@ltwocapital.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
this Agreement or any rights or obligations
hereunder without the prior written consent of the other.
Notwithstanding the foregoing,
subject to Section
2(f), 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 "affiliates," as
that term is defined under the 1934 Act, without the consent of the Company.


 


h.     
Third Party
Beneficiaries .
This Agreement is intended for the benefit of the parties
hereto and their respective permitted successors
and assigns, and is
not for the benefit of, nor may
any provision hereof be enforced by,
any other
person.


 


i.      
Survival. The representations
and warranties of the Company and the agreements and covenants set forth in this
Agreement shall survive the closing hereunder.
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 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.


 


j.       
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


 




    	 	19	 



    	 



    

 


in
order to carry out the intent and accomplish the purposes
of this Agreement and the consummation of the transactions
contemplated hereby.


 


k.     
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 construction will be applied against any party.


 


		1.	Remedies.



 


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


 


(ii)            
In addition to any
other remedy provided herein or in any
document executed in connection
herewith, Borrower shall
pay Holder for all
costs, fees and expenses in connection with any litigation, contest, dispute,
suit or any other action to enforce any rights of Holder against Borrower in connection herewith, including, but not
limited to,
costs and expenses and attorneys' fees, and costs and time charges of counsel to
Holder. In furtherance of the foregoing, Borrower shall
pay an amount equal to $25,000 to the Holder immediately
upon the Holder'
s filing of any litigation,
contest, dispute,
suit or any other action to enforce any rights of Holder
against Borrower in connection herewith,
which such amount
shall be used to pay Holder's attorneys' fees, cost and expenses.
Additional amounts shall be paid by Borrower to
Holder immediately
upon Borrower's receipt
of invoices
from Holder's
attorney evidencing the charges and fees assessed in connection with any such litigation,
contest, dispute, suit or any other action to
enforce any rights of Holder and,
upon receiving such invoices which indicate outstanding fees in excess
of $20,000 at any time, Borrower
shall promptly pay an additional $25,000
to
Holder to be used
in satisfaction of
additional attorneys' fees, and costs
and time charges of counsel to Holder. Such
payments shall continue indefinitely until
said litigation, contest, dispute, suit
or any other action to enforce any rights
of Holder against Borrower
is settled to the satisfaction of the Holder. Further,
Borrower agrees to save and hold Holder harmless from and against any
and all liabilities with respect to or resulting from any
delay in paying or omission to pay such costs and expenses.


 


m. Publicity. The Company,
and the Buy r shall have the
right to review a reasonable period of time before
issuance of any press releases, SEC, OTCQB (or other
applicable trading market), or FINRA filings, or
any other public statements with respect
to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the
prior approval of the Buyer, to
make any press release or SEC, OTCQB (or other
applicable trading market) or FINRA filings with respect to such transactions as is required by applicable law and
regulations (although the Buyer shall be consulted by
the Company in connection with any such press release prior to its release and shall be provided with a copy
thereof).


 


 


 


 


 


[
- signature page follows - ]


 


 



    	 	20	 



    	 



    




 


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 Todhunter


Name: James Todhunter


Title: Chief Executive Officer


 


 


 


L2 CAPITAL, LLC


 


 


By: /s/ Adam Long


Name: Adam Long


Title: Managing Partner


 


 


 


AGGREGATE SUBSCRIPTION AMOUNT:


 


Aggregate
Principal Amount of Note: Aggregate Purchase
Price:


 


 


US$222,222.00
US$200,000.00*


 


 


*$35,000.00
of the Aggregate Purchase Price with respect to the First
Tranche shall be paid within
a reasonable amount of time of the full execution
of the Note and transactional documents
related to this Note.


 




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