NEITHER
THE ISSUANCE
AND SALE OF THE SECURITIES REPRESENTED BY
THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES
ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF1933,
AS AMENDED, OR APPLICABLE
STATE SECURITIES LAWS.
THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED
OR ASSIGNED 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. 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 SECURITIE.S


 


 


Principal Amount:
$63,000.00 Purchase
Price: $63,000.00


 


Issue
Dat e:
May 19, 2017


 


 


CONVERTIBLE
PROMISSORY NOTE


 


FOR
VALUE RECEIVED,
AIM EXPLORATION IN C.,
a Nevada corporation
(hereinafter called the "Borrower"), hereby promises
to pay to the order of POWER UP LENDING GROUP LTD.,
a Virginia corporation, or registered assigns
(the "Holder") the sum of
$63,000.00
together with any interest
as set forth herein,
on February 28, 2018 (the "Maturity Date"), and
to pay interest on the unpaid principal balance hereof at the rate of twelve percent (12%)(the "Int
erest Rate") per annum
from the date hereof (the
"Issue
Date") until
the sam
e becomes due and payable,
whether at maturity
or upon acceleration or by
prepayment or otherwise. This Note may not be prepaid in whole or in part except as otherwise explicitly set forth
herein. Any amount of principal or interest on
this Note
which is
not paid
when due shall bear
interest at the rate of twenty two percent (22%)
per annum from the due date thereof until the same is paid
("Default Interest" ).
Interest shall commence accruing on the date that the
Note
is fully paid and shall
be computed on the basis of
a 365-day year and the actual number of
days elapsed. All payments due hereunder (to the extent not converted into common stock, $0.001par value per
share (the "Common Stock") in accordance
with the terms hereof)
shall be made
in lawful money of the
United States
of America. All payments shall be
made at such address as the Holder shall hereafter give to the Borrower
by written notice made in accordance with theprovisions of this
Note. Each capitalized term used herein, and not otherwise
defined, shall have the meaning ascribed
thereto in that certain
Secu rities Purchase
Agreement dated the date hereof, pursuant to which this Note was
originally issued (the "Purchase Agreement").


 


This
Note is free from all taxes, liens, claims and encumbrances with respect to the
issue thereof and shall
not be subject to preemptive rights or other similar rights of
shareholders of the Borrower and will not impose personal liability upon the holder thereof.


 


The following
terms shall apply to this Note:


 


ARTICLE
I. CONVERSION RIGHTS


 


1.1                
Conversion Right.
The Holder shall have
the
right from time
to time, and at any
time during the period beginning
on the date which is one hundred eighty (180) days following the date of this Note
and ending on the later of:
(i) the Maturity
Date and (ii) the date of
payment of the
Default Amount
(as defined in Article
Ill),
each in respect
of the remaining outstanding
principal amount of
this


 




    	 	1	 



    	 



    

 


Note
to convert all or any part of
the outstanding and unpaid principal
amount of this Note into fully paid
and non-assessable shares of Common Stock, as such
Common Stock exists on the Issue Date, or any shares of
capital stock or other securities of the Borrower into
which such Common Stock shall
hereafter be changed or
reclassified at the conversion price (the "Conversion
Price") determined as provided herein (a "Conversion");
provided, however,
that in no event shall
the Holder be entitled to convert any portion of this Note
in excess of that portion of this Note upon conversion
of which the sum
of (1) the number of shares of Common Stock beneficially owned by the Holder and its affiliates
(other than shares of Common Stock
which may be deemed beneficially
owned through the ownership
of the unconverted portion of the Notes or the unexercised or unconverted portion of any other security of the Borrower subject
to a limitation on conversion or
exercise analogous to the limitations contained herein)
and (2) the number of shares of Common Stock issuable upon
the conversion of the
portion of this Note with respect to which the
determination of this proviso
is being made, would
result in beneficial ownership
by the Holder and its affiliates of more than 4.99%
of the outstanding shares of
Common Stock . For
purposes of the proviso to the
immediately preceding sentence, beneficial
ownership shall be determined in
accordance with Section 13(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Regulations
13D-G thereunder, except
as otherwise provided in clause (1) of such proviso. The beneficial ownership
limitations on conversion as set forth
in the section may NOT be waived by the Holder.
The number of shares of Common
Stock to be issued
upon each conversion of this Note shall be determined
by dividing the Conversion Amount (as defined
below) by the applicable Conversion Price then in effect on the
date specified in the notice of conversion, in the form
attached hereto as Exhibit A (the "Notice of
Conversion"), delivered to the
Borrower by the Holder in accordance with
Section 1.4 below; provided that
the Notice of Conversion is submitted by facsimile or e-mail (or
by other means resulting in, or reasonably expected
to result in, notice) to
the Borrower before 6:00 p.m.,
New York, New York time on
such conversion date (the "Conversion Date"); however, if the Notice of Conversion
is sent after 6:00pm, New
York, New York time the Conversion Date shall be the
next business day. The term
"Conversion Amount" means. with respect to any
conversion of this Note, the sum of (1) the principal
amount of this Note to be converted in such conversion
(2) at the Holder's option, accrued and unpaid interest,
if any, on such principal
amount at the
interest rates provided
in this Note to the
Conversion Date. plus
(3) at the Holder's option,
Default Interest, if any, on the amounts referred to in the immediately preceding clauses (1) and/or
(2)


(4) at
the Holder's option, any amounts owed to
the Holder pursuant to Sections 1.4 hereof.


 


1.2              
Conversion Price.
The conversion price (the "Conversion Price")
shall equal the
Variable Conversion Price (as
defined herein) (subject
to equitable adjustments by the Borrower relating to the Borrower's securities
or the securities of any
subsidiary of the Borrower, combinations,
recapitalization, reclassifications, extraordinary
distributions and similar events). The "Variable Conversion Price" shall mean 61% multiplied
by the Market Price (as defined herein) (representing a
discount rate of 39%). "Market Price"
means the average of the lowest two (2) Trading Prices (as defined below) for
the Common Stock during the fifteen
(15) Trading Day period
ending on the latest complete Trading Day prior to the
Conversion Date. "Trading
Price" means, for any security as of
any date, the closing bid
price on the OTCQB, OTCQX, Pink Sheets electronic quotation system or applicable
trading market (the "OTC") as reported
by a reliable reporting
service ("Reporting Service")
designated by the Holder (i.e. Bloomberg) or, if the
OTC is not the principal trading market for such security, the closing bid
price of such
security on the principal
securities exchange or
trading market where such
security is listed or traded or, if
no closing bid price of such
security is available
in any of the foregoing
manners, the average of the closing bid prices of any market makers
for such security
that are listed in
the "pink sheets". If
the Trading Price cannot be calculated
for such security on such
date in the manner provided above,
the Trading Price shall
be the fair
market value as mutually
determined by the Borrower and the holders of a
majority in interest of the Notes
being converted for
which the calculation of the Trading Price is required in
order to determine the Conversion Price of
such Notes. ''Trading Day"
shall mean any day on
which the


 




    	 	2	 



    	 



    

Common
Stock is tradable for any period on
the OTC, or on the principal securities exchange or other securities
market on which the
Common Stock is then being traded.


 


1.3               
Authorized Shares. The Borrower covenants that during
the period the conversion
right exists, the Borrower
will reserve from its authorized and unissued Common Stock a
sufficient number of shares,
free from preemptive rights,
to provide for the issuance of Common
Stock upon the full conversion
of this Note issued pursuant to the Purchase Agreement. The Borrower
is required at all times
to have authorized
and reserved 96,823,770 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 is not in effect)(based on
the respective Conversion
Price of the Note
(as defined in Section 1.2)
in effect from time to
time, initially )(the "Reserved Amount")
. The Reserved Amount shall
be increased (or decreased
with the writt en
consent of the Holder) from time to time
in accordance with the Borrower's
obligations hereunder. The Borrower represents
that upon issuance, such shares will
be duly and validly issued,
fully paid and non-assessable. In addition, if the
Borrower shall issue any
securities or make any
change to its capital structure
which would change the number
of shares of Common Stock into which the
Notes shall be convertible at the then current Conversion Price, the
Borrower shall at the same time
make proper provision so that thereafter there shall
be a sufficient
number of shares of Common Stock authorized and reserved,
free from preemptive rights,
for conversion of the outstanding
Note. The Borrower (i) acknowledges that it
has irrevocably issues to Holder a fully executed irrevocable issuance resolution
(the "Irrevocable Transfer
Agent Resolution") to
be completed by the Holder
and delivered to the Borrower's
transfer agent, by
the Holder together with
a conversion notice and appropriate
opinion of counsel in connection with each conversion of this Note;
and the Borrower hereby
gives Buyer the authority
to complete and deliver the
Irrevocable Transfer Agent
Resolution to the Borrower's transfer agent in
connection with each conversion of
the Note, and (ii) agrees that
its issuance of this Note shall constitute full authority to its officers and
agents who are charged
with the duty of executing stock certificates to execute and issue the necessary certificates for shares of
Common Stock in accordance
with theterms
and conditions of this Note.


 


If,
at any time the Borrower does not maintain the
Reserved Amount (or does not have
sufficient shares in its treasury stock to
issue shares in connection with any Conversion Notice)
it will be considered
an Event of Default under Section 3.2 of the Note.


 


		1.4	Method of Conversion.



 


(a)         
Mechanics of Conversion. As
set forth in Section 1.1 hereof, from time to time, and at any time during the period
beginning on the date which
is one hundred eighty (180)
days following the date of this Note and ending on the later of:
(i) the Maturity Date and (ii)
the date of payment of the Default
Amount, this Note may
be converted by the
Holder in whole
or in part at
any time from time to time after the Issue Date, by (A) submitting to
the Borrower a Notice of
Conversion (by facsimile,
e-mail or other reasonable means
of communication dispatched
on the Conversion Date prior to 6:00 p.m., New York, New York time) and (B)
subject to Section 1.4(b),
surrendering this Note
at the principal
office of the Borrower
(upon payment in full of any
amounts owed hereunder).


 


(b)         
Surrender of Note
Upon Conversion. Notwithstanding anything
to the contrary set forth
herein, upon conversion of this Note
in accordance with the terms
hereof, the Holder shall not be required to
physically surrender this
Note to the
Borrower unless the entire
unpaid principal amount of this Note is
so converted. The Holder and the Borrower shall maintain records showing
the principal amount so
converted and the dates
of such conversions or
shall use such other method,


 




    	 	3	 



    	 



    

 


reasonably
satisfactory to the Holder and
the Borrower, so as
not to require physical
surrender of this Note upon each such
conversion.


 


(c)         
Delivery of Common
Stock Upon Conversion.
Upon receipt by the
Borrower from the Holder
of a facsimile transmission
or e-mail (or other reasonable means of communication) of a
Notice of Conversion meeting the
requirements for conversion as
provided in this Section 1.4, the Borrower shall issue and
deliver or cause to be issued and
delivered to or upon the
order of the Holder certificates
for the Common Stock
issuable upon such conversion within
three (3) business days after
such receipt (the "Deadline") (and, solely in the
case of conversion
of the entire
unpaid principal amount hereof,
surrender of this Note)
in accordance with the
terms hereof and the
Purchase Agreement. Upon receipt
by the Borrower of a Notice
of Conversion, the
Holder shall be deemed
to be the holder of record of the Common Stock issuable upon such conversion,
the outstanding principal
amount and the amount of accrued and
unpaid interest on this
Note shall be reduced
to reflect such conversion,
and, unless the Borrower
defaults on its obligations hereunder, all rights
with respect to the
portion of this Note being
so converted shall forthwith terminate except the
right to receive the
Common Stock or
other securities, cash or other
assets, as herein provided, on
such conversion. If
the Holder shall have
given a Notice of Conversion
as provided herein,
the Borrower's obligation to issue
and deliver the certificates for
Common Stock shall be absolute and unconditional, irrespective of the absence of any action by
the Holder to enforce
the same, any waiver
or consent with respect
to any provision
thereof, the recovery of any judgment
against any person
or any action to enforce
the same, any failure
or delay in the enforcement
of any other obligation of the Borrower to the holder of record, or any setoff,
counterclaim, recoupment, limitation or
termination, or any
breach or alleged breach by the Holder of any obligation to the
Borrower, and irrespective
of any other
circumstance which might otherwise
limit such obligation of the Borrower to the Holder
in connection with
such conversion.


 


(d)          Delivery
of Common Stock by Electronic Transfer.
In lieu of delivering physical certificates representing the Common Stock
issuable upon conversion, provided the Borrower is participating
in the Depository Trust Company ("OTC") Fast Automated Securities Transfer
("FAST") program, upon request of the Holder and its
compliance with the provisions
set forth herein, the Borrower shall
use its best efforts
to cause its transfer agent to
electronically transmit the Common Stock issuable
upon conversion to
the Holder by crediting the account of Holder's
Prime Broker with OTC through its Deposit Withdrawal Agent Commission
("DWAC") system.


 


(e)         
Failure to Deliver
Common Stock Prior to
Deadline.
Without in any
way limiting the Holder's right to pursue other remedies, including actual
damages and/or equitable relief, the
parties agree that if delivery of the
Common Stock issuable upon conversion
of this Note is not delivered by the Deadline due to action
and/or inaction of
the Borrower, the Borrower
shall pay to
the Holder


$2,000
per day in cash, for each day beyond the Deadline that
the Borrower fails to deliver such Common
Stock (the "Fail to Deliver Fee"); provided;
however that the Fail to Deliver Fee shall not be due if
the failure is a result
of a third party (i.e., transfer agent;
and not the result of any
failure to pay such transfer agent) despite the best
efforts of the Borrower to effect delivery of such Common Stock.
Such cash amount shall be paid to Holder
by the fifth day of the month
following the month in which it has accrued or, at the
option of the Holder (by written notice to the
Borrower by the first day of the month following the
month in which it has accrued), shall be added to the
principal amount of this Note,
in which event interest shall accrue
thereon in accordance with the terms of this Note and
such additional principal
amount shall be convertible into Common Stock in accordance with the terms
of this Note. The Borrower
agrees that the right
to convert is a valuable right to the
Holder. The damages resulting
from a failure, attempt to
frustrate, interference with such conversion right are
difficult if not impossible to qualify.


 




    	 	4	 



    	 



    

 


Accordingly,
the parties acknowledge that the liquidated damages provision contained in this Section 1.4(e)
are justified.


 


l.5
Concerning the Shares. The shares of Common
Stock issuable upon conversion of this Note
may not be sold or transferred unless: (i)
such shares are sold
pursuant to an effective
registration statement under
the Act or (ii) the
Borrower or its transfer agent
shall have been furnished with an
opinion of counsel (which opinion shall be in form, substance and scope customary for opinions
of counsel in comparable transactions) to the
effect that the shares to be
sold or transferred may be sold
or transferred pursuant to an exemption from such registration
(such as Rule 144 or a successor rule) ("Rule 144");
or (iii) such shares are transferred to an "affiliate"
(as defined in Rule 144) of the Borrower who agrees
to sell or otherwise transfer the shares only
in accordance with this Section 1.5 and
who is an Accredited Investor
(as defined in the Purchase Agreement).


 


Any
restrictive legend on certificates representing
shares of Common Stock issuable
upon conversion of this Note
shall be removed and the Borrower shall issue to the Holder a
new certificate therefore free of any transfer legend if the Borrower or its transfer agent
shall have received an opinion
of counsel from Holder's counsel,
in form, substance and scope customary for opinions of
counsel in comparable transactions, to the effect that (i) a public sale or transfer of such Common Stock may be made without registration
under the Act, which
opinion shall be accepted
by the Company so that the
sale or transfer is effected; or (ii) in
the case of the Common Stock issuable upon
conversion of this Note, such
security is registered for sale by the Holder under an effective registration statement
filed under the Act; or otherwise may be sold pursuant
to an exemption from registration. In the event
that the Company does
not reasonably accept the opinion of counsel
provided by the Holder with respect to the
transfer of Securities pursuant to an exemption from registration (such as
Rule 144), at the Deadline,
it will be considered an Event of
Default pursuant to Section 3.2 of the Note.


 


1.6        
Effect of Certain Events.


 


(a)                
Effect of Merger. Consolidation. Etc. At the option of the Holder,
the sale, conveyance or disposition
of all or substantially all of the assets
of the Borrower, the effectuation
by the Borrower of a transaction
or series of related transactions in which more
than 50% of the
voting power of the Borrower is disposed of, or the
consolidation, merger or other business combination of the Borrower with
or into any other Person (as defined below)
or Persons when the Borrower is
not the survivor shall
be deemed to be an
Event of Default (as defined in
Article Ill) pursuant
to which the Borrower
shall be required to pay to the Holder
upon the consummation of and as
a condition to such
transaction an amount
equal to the Default Amount (as defined
in Article Ill). "Person"
shall mean any individual,
corporation, limited liability company,
partnership, association,
trust or other entity
or organization.


 


(b)               
Adjustment Due
to Merger. Consolidation. Etc.
If, at any time when this Note is issued and outstanding and prior to
conversion of all of the Note, there
shall be any merger,
consolidation, exchange of shares, recapitalization, reorganization,
or other similar event,
as a result of which shares
of Common Stock of the Borrower shall
be changed into the
same or a different number of shares of another class
or classes of stock or securities of the
Borrower or another entity,
or in case of any sale or conveyance
of all or substantially
all of the assets
of the Borrower other than in connection with a
plan of complete liquidation of the
Borrower, then the Holder of
this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms and
conditions specified herein
and in lieu of the
shares of Common
Stock immediately theretofore issuable
upon conversion, such stock,
securities or assets which the Holder would have been entitled to
receive in such transaction
had


 




    	 	5	 



    	 



    

 


this
Note been converted in full immediately
prior to such transaction
(without regard to any limitations on conversion set forth herein), and in
any such case appropriate
provisions shall be
made with respect to the rights and interests
of the Holder of this
Note to the end that the
provisions hereof (including, without
limitation, provisions for adjustment
of the Conversion Price and
of the number of shares issuable upon
conversion of the Note) shall
thereafter be applicable,
as nearly as may be
practicable in relation to any
securities or assets
thereafter deliverable upon
the conversion hereof. The Borrower shall not affect any
transaction described in this Section l.6(b) unless (a) it first
gives, to the extent practicable,
ten (10) days prior
written notice (but in any event at least
five (S) days prior written notice) of the
record date of the special meeting of shareholders
t o approve, or if there is no such
record date, the consummation
of, such merger, consolidation,
exchange of shares, recapitalization,
reorganization or other similar
event or sale of assets (during which time the Holder shall
be entitled to convert this Note) and (b) the resulting
successor or acquiring entity (if not the Borrower) assumes by written instrument the
obligations of this Note.
The above provisions shall similarly apply to successive
consolidations, mergers, sales, transfers or share exchanges.


 


(c)                 Adjustment
Due to Distribution. If the Borrower shall declare or make any distribution
of its assets (or
rights to acquire its assets)
to holders of Common Stock as a dividend,
stock repurchase, by way of return of capital
or otherwise (including any
dividend or distribution to the Borrower's shareholders
in cash or shares (or rights to acquire
shares) of capital stock of
a subsidiary (i.e., a spin-off))
(a "Distribution"), then the Holder of this Note shall be
entitled, upon any conversion
of this Note after the date of record for
determining shareholders entitled
to such Distribution,
to receive the
amount of such assets which
would have been payable to the Holder with respect
to the shares of Common Stock issuable
upon such conversion had
such Holder been
the holder of
such shares of
Common Stock on the
record date for the determination of shareholders entitled to such Distribution.


 


1.7         
Prepayment
. Notwithstanding
anything to the contrary contained in this
Note, at any time during the periods
set forth on the table
immediately following this paragraph (the
"Prepayment Periods"),
the Borrower shall
have the right,
exercisable on not
more than three (3) Trading Days prior written notice to the Holder
of the Note to prepay the outstanding Note (principal and accrued interest),
in full, in accordance with
this Section 1.7.
Any notice of prepayment
hereunder (an "Optional Prepayment
Notice") shall be delivered to the Holder of the Note at its registered addresses and shall
state: (1) that
the Borrower is exercising its right
to prepay the Note, and
(2) the date of
prepayment which shall be
not more than three
(3) Trading Days from the date
of the Optional Prepayment Not ice. On
the date fixed for prepayment
(the "Optiona l
Prepayment Date"
), the Borrower
shall make payment of
the Optional Prepayment Amount
(as defined below) to Holder,
or upon the direction
of the Holder
as specified by the Holder in a writing
to the Borrower (which
direction shall
to be sent to Borrower
by the Holder at least one (1) business day
prior to the
Optional Prepayment Date). If
the Borrower exercises
its right to prepay
the Note, the Borrower
shall make payment to the
Holder of an amount
in cash equal to the percentage
("Prepayment Percentage")
as set forth in the table
immediately following this paragraph opposite the applicable
Prepayment Period, multiplied
by the sum
of: (w) the then
outstanding principal amount of this Note (x) accrued
and unpaid interest on
the unpaid principal amount
of this Note to the Optional
Prepayment Date (y) Default
Interest, if any,
on the amounts
referred to in clauses (w)
and (x) plus
(z) any amounts
owed to the
Holder pursuant to Section
1.4 hereof (the "Optional Prepayment
Amount" ).
If
the Borrower
delivers an
Optional Prepayment Notice and fails to pay the Optional Prepayment Amount
due to the Holder
of the Note within
two (2) business
days following the Optional
Prepayment Date, the Borrower shall forever
forfeit its right to prepay
the Note pursuant
to this Section 1.7.


 





 


Prepayment
PeriodPrepayment
Percentage


 




    	 	6	 



    	 



    

 


	1. The period beginning on the Issue Date and ending on the date which is thirty (30} days following the Issue Date.	110%
	
        2.       The
        period beginning on the date which is
        thirty-one (31} days following the Issue
        Date and ending on the date which is

        sixty (60)
        days following the Issue Date.
	113%
	
        3.       The
        period beginning on the date
        which is sixty-one (61} days following the Issue Date and ending on the date which is

        ninety (90) days following
        the Issue Date.
	116%
	
        4.       The
        period beginning on
        the date that is ninety-one

        (91) day from
        the Issue Date and
        ending one hundred twenty (120)

        days following
        the Issue Date.
	119%
	
        5.       The
        period beginning on the date that is one hundred twenty -one
        (121) day from the Issue Date
        and ending one hundred

        fifty
        (150) days following
        the Issue Date.
	121%
	6.
    The period beginning on the date that is one hundred fifty-one (151) day from
    the Issue Date and
    ending one hundred eighty
    (180) days following the Issue Date.	123%


 


After
the expiration of one hundred eighty (180) days following
the Issue Date, the Borrower
shall have no right of prepayment


 


ARTICLE II .
CERTAIN COVENANTS


 


2.1 Sale of Assets. So
long as the Borrower shall have any obligation
under this Note, the Borrower shall not,
without the Holder's written consent, sell, lease or otherwise
dispose of any significant portion of its
assets outside the ordinary course of business. Any consent
to the disposition
of any assets may be conditioned on a specified use
of the proceeds of disposition.


 


ARTICLE
Ill . EVENTS OF
DEFAULT


 


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


 


3.1              
Failure to Pay
Principal and
Interest. The Borrower
fails to pay the
principal hereof or
interest thereon when due
on this Note,
whether at maturity or
upon acceleration
and such breach continue s
for a period of five (5) days after written notice from the Holder.


 


3.2              
Conversion and the Shares. The Borrower fails to
issue shares of Common Stock to the Holder (or announces or threatens in
writing that it will not honor its obligation to do
so) upon exercise
by the Holder of the conversion
rights of the Holder
in accordance with the terms of this Note,
fails to transfer or cause its transfer
agent to transfer (issue) (electronically or in
certificated form) any certificate for
shares of Common Stock issued to the Holder upon conversion of or
otherwise pursuant to
this Note as and when required by this Note, the Borrower directs its transfer
agent not to transfer or delays,
impairs,
and/or
hinders its transfer
agent in transferring
(or issuing)
(electronically or in
certificated form) any
certificate for shares
of Common Stock to be
issuedto the Holder
upon conversion
of or other wise
pursuant to
this Note as and when
required by this Note, or fails to
remove (or directs
its transfer agent not to remove or impairs,
delays, and/or hinders it
s transfer agent from
removing) any restrictive
legend (or to withdraw any stop transfer instructions in respect thereof)
on any certificate for any
shares of Common Stock
issued to the Holder
upon conversion of or otherwise
pursuant to this Note as
and when required by this
Note (or makes any written announcement, statement or threat that
it does




    	 	7	 



    	 



    

not intend to
honor the obligations described in this paragraph)
and any such failure
shall continue uncured (or any written announcement,
statement or threat not to honor its obligations shall not be rescinded in writing) for three (3) business days
after the Holder shall have delivered a Notice of
Conversion. It is an obligation of the Borrower
to remain current in its obligations to its transfer agent. It shall be an
event of default of this Note, if a conversion
of this Note is delayed, hindered or frustrated due
to a balance owed by the Borrower to its transfer agent .If at the option of the Holder, the Holder
advances any funds to the Borrower's transfer agent in order
to process a conversion, such advanced
funds shall be paid
by the Borrower to the Holder within forty-eight
(48) hours of a demand from the Holder.


 


3.3              
Breach of Covenants.
The Borrower breaches any material
covenant or other material term or condition
contained in this Note
and any collateral documents including
but not limited to the Purchase Agreement and such breach continues for a
period of twenty (20) days after
written notice thereof to the Borrower from
the Holder.


 


3.4              
Breach of Representations and Warranties.
Any representation or
warranty of the Borrower made herein or in
any agreement, statement
or certificate given in writing pursuant hereto or in connection
herewith (including, without
limitation, the Purchase
Agreement), shall be false or misleading in any material respect
when made and the
breach of which
has (or with the passage of time will have) a material adverse effect on the
rights of the Holder with respect to
this Note or the Purchase
Agreement.


 


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


 


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


 


3.7               Delisting
of Common Stock. The Borrower
shall fail to maintain the
listing of the Common Stock on at least
one of the OTC (which
specifically includes the quotation platforms maintained by the OTC Markets
Group) or an equivalent replacement exchange,
the Nasdaq National Market, the Nasdaq
Small Cap Market, the New York Stock Exchange, or the American Stock Exchange.


 


3.8              
Failure to Comply with the
Exchange Act.
The Borrower shall fail to
comply with the reporting requirements of the Exchange Act; and/or
the Borrower shall cease
to be subject to the
reporting requirements of the
Exchange Act.


 


3.9              
Liquidation. Any
dissolution, liquidation, or
winding up of Borrower
or any substantial portion
of its business.


 


3.10          
Cessation of
Operations.
Any cessation of operations
by Borrower or Borrower admits it
is otherwise generally unable to
pay its debts
as such debts
become due, provided,
however, that any disclosure of the Borrower's
ability to continue as a "going concern" shall not be an admission
that the Borrower cannot pay
its debts as they
become due.


 


3.11           
Financial Statement Restatement.The
restatement of any financial statements filed by the
Borrower with the SEC at any
time after 180 days after
the Issuance Date for any


 




    	 	8	 



    	 



    

 


date
or period until this Note is no longer outstanding, if the result of such restatement
would, by comparison to the un-restated financial statement, have
constituted a material adverse effect on the rights of
the Holder with respect
to this Note or the
Purchase Agreement.


 


3.12            
Replacement of
Transfer Agent. In the
event that the Borrower proposes
to replace its transfer
agent, the Borrower fails
to provide, prior to the
effective date of such replacement,
a fully executed irrevocable transfer
agent letter in a form
as set forth in Section
5 of to the Purchase Agreement
(including but not limited to the provision to irrevocably reserve
shares of Common Stock
in the Reserved Amount} signed by the successor
transfer agent to Borrower and the Borrower.


 


3.13            Cross-Default.
Notwithstanding anything to the contrary contained in this
Note or the other
related or companion documents, a breach or default
by the Borrower
of any covenant or
other term or
condition contained in any of the Other Agreements, after the passage of all
applicable notice and cure or grace periods, shall, at the
option of the Holder, be considered a default under this Note and the
Other Agreements, in which event the
Holder shall be entitled (but
in no event required) to apply all rights and
remedies of the Holder under
the terms of this Note and
the Other Agreements by reason
of a default under said Other Agreement or hereunder. "Other Agreements"
means, collectively, all agreements and instruments between, among or
by: (1) the Borrower, and, or for the
benefit of, (2) the Holder and any affiliate of the
Holder, including, without limitation, promissory
notes; provided, however, the term “Other
Agreements" shall not include the
related or companion documents to this Note. Each of
the loan transactions will be cross-defaulted with each other
loan transaction and with allother existing and future debt
of Borrower to
the Holder.


 


Upon
the occurrence and during the continuation of any Event
of Default specified in Section 3.1 (solely
with respect to failure to pay the principal
hereof or interest thereon when
due at the Maturity Date), the Note shall
become immediately due and payable and the Borrower
shall pay to the Holder,
in full satisfaction of its
obligations hereunder, an amount equal to
the Default Sum (as defined herein). UPON THE OCCURRENCE
AND DURING THE CONTINUATION OF ANY EVENT OF
DEFAULT SPECIFIED IN SECTION 3.2,
THE NOTE SHALL BECOME IMMEDIATELY DUE AND PAYABLE AND THE BORROWER SHALL PAY
TO THE HOLDER, IN FULL SATISFACTION OF ITS OBLIGATIONS HEREUNDER, AN AMOUNT EQUAL
TO: (Y) THE DEFAULT SUM (AS DEFINED HEREIN); MULTIPLIED BY (Z) TWO
(2). Upon the occurrence and during the
continuation of any Event of
Default specified in Sections 3.1 (solely with respect
to failure to pay the principal hereof
or interest thereon when due on this Note upon a
Trading Market Prepayment Event pursuant to Section 1.7 or
upon acceleration), 3.3, 3.4, 3.7, 3.8, 3.10,
3.11, 3.12, 3.13, and/or 3.14 exercisable through the delivery of written notice to the Borrower by such Holders
(the 11Default Notice"), and
upon the occurrence of an Event of
Default specified the remaining sections of Articles
Ill (other than failure to
pay the principal hereof or interest thereon at the
Maturity Date specified in Section 3,1 hereof),
the Note shall become immediately due and payable and the
Borrower shall pay to the Holder, in full
satisfaction of its obligations hereunder, an
amount equal to the greater of (i) 150% times the sum of (w) the then outstanding
principal amount of this Note plus (x)
accrued and unpaid interest on the unpaid


principal amount of this Note to the date of payment
(the “Mandatory Prepayment Date") plus (y) Default Interest,
if any, on the amounts referred to in clauses (w)
and/or (x) plus (z) any amounts owed to the Holder
pursuant to Sections 1.3 and 1.4(g) hereof (the then
outstanding principal amount of this Note to the
date of payment 12.!fil the amounts
referred to in clauses (x), (y) and (z) shall collectively be
known as the  “Default Sum") or
(ii) the "parity
value" of the Default Sum to be prepaid, where parity value
means (a) the highest number of shares of Common
Stock issuable upon conversion of or
otherwise pursuant to such Default Sum in accordance with Article I, treating the Trading
Day immediately preceding the Mandatory Prepayment Date as the "Conversion Date"
for purposes of determining the lowest applicable
Conversion Price, unless the Default Event arises as
a result of a breach in respect of a
specific Conversion


 




    	 	9	 



    	 



    

 


Date
in which case such Conversion Date
shall be the Conversion Date), multiplied by (b) the
highest Closing Price for the
Common Stock during
the period beginning on
the date of first occurrence
of the Event of Default
and ending one day prior to the
Mandatory Prepayment Date
(the "Default Amount") and all other amounts
payable hereunder shall immediately become due and payable, all without demand, presentment or notice,
all of which hereby are
expressly waived, together with all costs, including, without
limitation, legal fees and expenses, of collection,
and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity.


 


If
the Borrower fails
to pay the Default Amount within five (5) business
days of written notice
that such amount is due and payable, then the Holder shall
have the right at any time, so long as
the Borrower remains in default (and so
long and to the extent that
there are sufficient authorized shares), to require the
Borrower, upon written notice, to
immediately issue, in lieu of the Default Amount, the number
of shares of Common Stock of the
Borrower equal to the Default Amount divided
by the Conversion Price
then in effect.


 


ARTICLE IV.
MISCELLANEOUS


 


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


 


4.2              
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 (bl on the second
business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual
receipt of such mailing, whichever shall first occur. The addresses
for such communications
shall be:


 


If to
the Borrower, to:


 


AIM EXPLORATION INC.


170
S Green Valley Pkwy, Suite 300 Henderson,
Nevada 89012


Attn:
James Robert Todhunter, President and Chief Executive Officer
Fax:


Email:
bob.todhunter@aimexploration.com If to the Holder:




    	 	10	 



    	 



    

 


POWER UP LENDING GROUP
LTD.


111
Great Neck Road, Suite
214 Great Neck, NY 11021


Attn:
Curt Kramer, Chief Executive Officer e-mail: info@poweruplending.com


With
a copy by fax only to (which copy shall not constitute notice): Naidich Wurman LLP


111 Great
Neck Road, Suite 216


Great
Neck, NY 11021 Attn: Allison Naidich facsimile: 516-466-3555


e-mail:
allison@nwlaw.com


 


4.3               
Amendments. This Note
and any provision
hereof may only be amended by an
instrument in writing
signed by the Borrower
and the Holder. The term
"Note" and all
reference thereto, as used
throughout this instrument,
shall mean this instrument (and the other Notes issued pursuant to the Purchase
Agreement) as originally executed, or if
later amended or
supplemented, then as so amended or supplemented.


 


4.4              
Assignability. This Note
shall be binding upon
the Borrower and
its successors and assigns, and
shall inure to be the
benefit of the Holder
and its successors
and assigns. Each transferee
of this Note must be an
"accredited investor" (as defined in Rule 501(a) of the Securities and Exchange
Commission). Notwithstanding anything
in this Note to the contrary,
this Note may be pledged as collateral in connection with a bona fide
margin account or other lending arrangement; and may be assigned by the Holder without the consent of the Borrower.


 


4.5              
Cost of Collection. If default is made in the payment of this Note,
the Borrower shall pay
the Holder hereof costs of collection, including reasonable attorneys' fees.


 


4.6              
Governing Law. This Note shall be governed by and
construed in accordance
with the laws of the State of Virginia without regard
to principles of conflicts of laws. Any action
brought by either party against
the other concerning the transactions contemplated by this Note
shall be brought only in the state courts of New York or in the federal courts
located in the state and
county of Nassau. The parties to this Note hereby irrevocably waive any
objection to jurisdiction and venue of
any action instituted
hereunder and shall
not assert any defense
based on lack of jurisdiction or venue or based
upon


forum
non conveniens. The
Borrower and Holder waive trial
by jury. The prevailing party shall be entitled


to
recover from the other party
its reasonable attorney's fees
and costs. In the
event that any provision of
this Note or any other
agreement delivered in connection
herewith is invalid or unenforceable under
any applicable statute or rule of law, then such provision shall be deemed inoperative to the
extent that it may conflict therewith
and shall be deemed modified to conform
with such statute or rule
of law. Any such provision
which may prove invalid or
unenforceable under any law shall not affect the validity
or enforceability of any other provision of any agreement. Each
party hereby irrevocably waives personal service of process and consents
to process being served in
any suit,
action or proceeding in connection with this Note,
any agreement or any other
document delivered in connection with this Note 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 Note and
agrees that such service shall
constitute




    	 	11	 



    	 



    

good
and sufficient service of process and notice t hereof. Nothing
contained herein shall be deemed to limit in any way
any right to serve process in
any other manner permitted by law.


 


4.7              
Purchase Agreement. By its
acceptance of this Note, each
party agrees to be bound by the applicable
terms of the Purchase Agreement.


 


4.8              
Remedies. The Borrower acknowledges
that a breach
by it of its obligations hereunder will cause irreparable harm
to the Holder, by vitiating
the intent and purpose
of the transaction
contemplated hereby. Accordingly, the
Borrower acknowledges that the
remedy at law for a breach
of its obligations under this Note
will be inadequate and agrees,
in the event
of a breach
or threatened breach
by the Borrower of the provisions of this Note, that the Holder
shall be entitled,
in addition to
all other available
remedies at law
or in equity, and in
addition to the penalties assessable
herein, to an injunction or injunctions restraining, preventing or
curing any breach of this Note and to enforce specifically
the terms and provisions thereof, without the necessity of showing
economic loss and without
any bond or
other security being required.


 


IN
WITNESS WHEREOF, Borrower has caused this Note to be signed
in its name by its duly authorized officer this
on May 19, 2017


 


 


 


 


AIM EXPLORATION, INC.


 


 


By:
/s/ James Robert Todhunter


James Robert
Todhunter


President and Chief Executive Officer


 




    	 	12	 



    	 



    

 


EXHIBIT
A -- NOTICE
OF CONVERSION


 


 


The
undersigned hereby elects
to convert $principal
amount of the Note (defined
below) into that number of shares of
Common Stock to be issued
pursuant to the conversion
of the Note ("Common Stock
") as set
forth below, of AIM EXPLORATION INC.,
a Nevada corporation
(the "Borrower") according to
the conditions of the convertible
note of the Borrower dated
as of May 19, 2017
(the " Note"
), as of the date written below. No fee
will be charged to the Holder for any
conversion, except for transfer taxes,
if any.


 


Box Checked
as to applicable instructions:


 


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



 


Name
of OTC Prime Broker: Account
Number:


 


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


 


POWER UP LENDING
GROUP LTD.


111
Great Neck Road, Suite 214 Great Neck, NY 11021


Attention:
Certificate Delivery


e-mail: info@poweruplendinggroup.com


 


Date
of conversion: Applicable Conversion Price :


Number of
shares of common stock to
be issued





 





pursuant
to conversion of the Notes: 





Amount of Principal Balance
due remaining


under the Note after this conversion:



 


POWER UP
LENDING GROUP LTD.


 








 By: 


Name:
Curt Kramer


Title: Chief Executive
Officer


Date: 






    	 	13