SECURITIESPURCHASE
AGREEMENT


 


This
SECURITIES
PURCHASE
AGREEMENT (the
"Agreement''),
dated
as
of May
19, 2017, by
and between
AIM
EXPLORATION
INC., a
Nevada corporation, with
its address at 170 S Green
Valley Pkwy, Suite
300,
Henderson,
Nevada 89012 (the
11Com
pany"), and
POWER
UP LENDING
GROUP LTD.,
a Virginia corporation, with
its address at
111 Great
Neck
Road, Suite 216,
Great Neck, NY
11021(the 11Buyer").


 


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 111933
Act''); and


 


B.           
Buyer desires to
purchase and the
Company desires to issue
and sell, upon
the terms and
conditions set forth in this Agreement a convertible note of the Company, in the form attached hereto as Exhibit A, in the aggregate
principal amount of $63,000.00 (together with
any note(s) issued in replacement
thereof or as
a dividend thereon or otherwise with respect thereto
in accordance with
the terms
thereof, the "Note"),
convertible into shares of common stock,
$0.001 par value per
share, of the Company (the
"Common Stock"), upon
the
terms and subject to
the limitations and
conditions set forth in such Note.


 


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


 


		1.	Purchase and
Sale of
Note.



 


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


 


b.           
Form of Payment.
On the Closing Date (as defined below), (i)
the Buyer shall
pay the purchase price for the
Note to be issued
and sold to it at
the Closing (as defined below) (the “Purchase
Price") by wire
transfer of immediately
available
funds
to
the
Company, in accordance
with
the Company's
written wiring instructions,
against delivery of the
Note in the principal
amount equal to the Purchase
Price as is set forth
immediately below the Buyer's
name on the signature
pages hereto, and


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


 


c.           
Closing Date. Subject to the satisfaction (or written waiver) of the
conditions thereto set forth in Section 6 and Section 7 below, the date and time of the issuance and
sale of the
Note
pursuant
to this
Agreement (the “Closing
Date")
shall be
12:00 noon, Eastern
Standard Time on or about
May 22, 2017,
or such other mutually
agreed upon time. The
closing of the transactions


 




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


 


2.


the Company that:


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


 


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


 


b.           
Accredited Investor Status. The Buyer is an "accredited investor''
as that term is defined in
Rule S0l(a) of Regulation D (an "Accredited Investor").


 


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


 


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


 


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


 


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


 




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


 


The
legend set forth above shall be removed and the Company
shall issue a certificate without such legend to the holder
of any Security upon which it
is stamped, if, unless
otherwise required by applicable
state securities laws,
(a) such Security is registered for
sale under an effective registration statement filed under
the 1933 Act or otherwise may be
sold pursuant to an exemption from registration
without any restriction
as to the number of
securities as of a particular
date that can then be 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,
at the Deadline, it
will be considered an Event
of Default pursuant to Section 3.2 of
the Note.


 


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


 


3.           
Representations and Warranties of the Company. The Company 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. "Subsidiaries" means
any corporation or
other organization, whether
Incorporated or unincorporated, in which the Company owns, directly or indirectly,
any equity or other ownership interest.


 


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


 




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


 


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


 


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


 


e.            No
Conflicts. The execution, delivery
and performance of this Agreement, the
Note by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including,
without limitation, the issuance and
reservation for issuance of the Conversion Shares)
will not (i) conflict with or result in
a violation of any
provision of the
Certificate of Incorporation or By-laws, or (ii) violate
or conflict with, or result in a breach of any provision of, or constitute a
default (or an event which
with notice or lapse of time or both could become
a default) under, or give to
others any rights of termination,
amendment, acceleration or cancellation of, any agreement, indenture, patent, patent 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). The businesses of the Company
and its Subsidiaries, if any,
are not being conducted, and shall not be conducted
so long as the
Buyer owns any of
the Securities, in violation of any
law, ordinance or regulation of any governmental entity .
"Material Adverse Effect" means any material adverse
effect on the business,
operations, assets, financial condition or prospects
of the Company or its Subsidiaries,
if any, taken as a whole, or
on the transactions contemplated
hereby or by the
agreements or instruments to be entered into in connection herewith.


 


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


 




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schedules
thereto and documents (other than
exhibits to such documents) incorporated by reference therein,
being hereinafter referred to herein as the "SEC Documents"). Upon
written request the Company will deliver to the Buyer true and complete
copies of the SEC Documents, except for
such exhibits and incorporated documents. As of their respective dates or if amended, as of
the dates of the amendments, the SEC
Documents complied in all
material respects with the requirements of
the 1934 Act and the rules and regulations of the SEC 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 or if amended, as of the dates of the amendments, the financial
statements of the Company included in the SEC Documents
complied as to form in all material respects with applicable accounting requirements
and the published rules and regulations of the SEC
with respect theret o.
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). The Company is subject to the reporting
requirements of the 1934 Act.


 


g.           
Absence of Certain Changes. Since February 28, 2017, except as set forth
in the SEC Documents,
there has been
no 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.


 


h.           
Absence of Litigation.
Except as set forth in the SEC
Documents, there is no action,
suit, claim,
proceeding, inquiry or investigation before or by any court,
public board, government agency, self-regulatory
organization or body pending
or, to the
knowledge of the Company
or any of its Subsidiaries,
threatened against
or affecting the Company or any of its Subsidiaries, or their officers
or directors in their capacity
as such, that could 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.


 


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


 




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


 


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


 


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


 


		4.	COVENANTS.



 


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


 


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


 


C.


working capital
purposes.


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


 


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


 


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


 


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


 


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


 




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


 


5.           
Transfer Agent Instructions. The
Company shall issue to Buyer
a fully executed irrevocable issuance resolution (the "Irrevocable Transfer
Agent Resolution") to
be completed by the Buyer and
delivered to the Company's transfer agent, by the Buyer together with a
conversion notice and appropriate
opinion of counsel in connection
with each conversion of
the Note. The Company
hereby gives Buyer the
authority to complete and deliver the Irrevocable Transfer Agent Resolution to the Company's
transfer agent in connection with each
conversion of the Note.
In the event that the Company
proposes to replace its
transfer agent, the Company shall
provide, prior to the effective date of such replacement, a fully
executed irrevocable transfer agent letter in a form acceptable to the Buyer (including but
not limited to the
provision to irrevocably
reserve shares of Common Stock
in the Reserved Amount
as such term is defined
in the Note) signed by the successor transfer
agent to Company and the Company. Prior to registration
of the Conversion Shares under the 1933 Act
or the date on which the
Conversion Shares may be
sold pursuant to an exemption from registration, all such certificates shall bear the restrictive legend specified in Section 2(e)
of this Agreement. The Company warrants that:
(i) no instruction other than the Irrevocable
Transfer Agent Resolution referred to in
this Section 5, will
be given by
the Company to its 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; (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/or this
Agreement; and (iv) it shall immediately
establish and maintain a reserve of shares of common stock of the Company (set
aside shares from its treasury stock and not issue such shares to any third parties) solely
for the issuance of such shares of common stock
to the Buyer
in connection with a conversion
of the Note; and such share
reserve shall at all times equal at
least six times the number
of shares that would be issuable upon full conversion of the Note (assuming that the 4.99% limitation set forth in Section 1.1
of the note is
not in effect)(based
on the respective
Conversion Price of the
Note (as defined in Section


1.2 of the Note) in effect from
time to time, initially 96,823,770 shares of common stock). If the Buyer


provides
the Company and the Company's
transfer, at the cost of the Buyer,
with an opinion of counsel
in form, substance and scope customary for opinions in comparable transactions, to the effect that
a public sale or transfer of such Securities may be made
without registration under the 1933 Act, the Company shall
permit the transfer, and, in the
case of the Conversion
Shares, promptly instruct its transfer
agent to issue one or more certificates, free from restrictive legend, in such name and in
such denominations as specified by the Buyer. The Company acknowledges
that a 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


 




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


 


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


 


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


the Company.


 


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



Section l(b) above.


 


c.           
The representations
and warranties of
the Buyer shall be
true and correct in all material respects as of the date when made and
as of the Closing Date as though
made at that time (except for representations and warranties that speak as of a specific date), and
the Buyer shall
have 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 transactions contemplated by this Agreement.


 


7.           
Conditions 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:


 


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


same to the Buyer.


 


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


 


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


 




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


 


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


 


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


 


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


 


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


 


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


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


 


 


		8.	Governing Law;
Miscellaneous.



 


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




    	 	9	 



    	 



    

 


 


 


Agreement
shall be brought only in the state courts of New York or in the federal courts located in the
state and county of Nassau.
The parties to this Agreement
hereby irrevocably waive any objection to jurisdiction
and venue of any
action instituted hereunder
and shall
not assert any defense
based on lack of jurisdiction or
venue or based
upon forum
non conveniens. The
Company and
Buyer waive trial by
jury.
The prevailing party shall be entitled to recover from
the other party its reasonable attorney's
fees and costs. In the event that
any provision of this Agreement or any other agreement delivered in connection herewith
is invalid
or unenforceable
under any applicable statute or rule
of law, then such
provision shall be deemed
inoperative to
the extent that
it may conflict therewith and shall be deemed
modified to


conform
with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall
not affect the validity or enforceability of any other provision of any
agreement. Each party hereby irrevocably
waives personal service of
process and consents to process being served
in any suit, action or proceeding in connection with this
Agreement, the Note or any related
document or agreement by mailing a
copy thereof via registered or certified mail or overnight
delivery (with evidence of delivery) to such party at the
address in effect for notices to
it under this Agreement
and agrees that such service shall constitute good
and sufficient service of
process and notice thereof.
Nothing contained herein shall be deemed
to limit in any way any right to serve process
in any other manner
permitted by law.


 


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


 


 


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


 


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


 


e.          
Entire Agreement;
Amendments. This Agreement
and the instruments
referenced herein contain
the entire understanding
of the parties with
respect to the matters covered herein and therein
and, except as specifically set forth herein or therein, neither the Company nor
the Buyer makes any representation, warranty, covenant or undertaking with respect to such matt ers.
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


 




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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 address, or upon actual receipt of such mailing,
whichever shall first occur. The addresses for such communications shall be as set forth in the heading of this Agreement with
a copy by fax only to (which copy shall not constitute notice) to Naidich Wurman LLP, 111 Great Neck Road, Suite 214, Great Neck,
NY 11021, Attn: Allison Naidich, facsimile: 516-466-3555,
e-mail: allison@nwlaw.com.
Each party shall provide notice to the other party of any change in address.


 


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


 


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


 


i.            
Further Assurances. Each party shall do and perform, or cause to be
done and performed, all such further acts and things, and
shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably
request in order to carry out


the
intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.


 


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


 


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


 




    	 	11	 



    	 



    

 





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


 


 


[THE REMAINDER
OF THIS PAGE IS INTENTIONALLY
LEFT BLANK]


 




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


 


AIM EXPLORATION, INC.


 


 


By: /s/ James Robert Todhunter


Name: James Robert Todhunter


President and Chief Executive
Officer


 


 


 


 


POWER UP LENDING GROUP
LTD.


 


	By:	 	 	 
	
        Name: Curt Kramer

        Tit le:
        Chief Executive Officer
	 	 
	111 Great NeckRoad, Suite 216	 	 
	Great Neck, NY 11021	 	 
	
         

        AGGREGATE SUBSCRIPTION
        AMOUNT:
	 	 
	Aggregate Principal Amount of Note:	 	 	$63,000.00
	Aggregate Purchase Price:	 	 	$63,000.00


 



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