EQUITY PURCHASE AGREEMENT


 


This equity
purchase agreement is entered into as of September 11, 2017 (this "Agreement"), by and between Aim Exploration,
Inc., a Nevada corporation (the "Company"), and L2 Capital, LLC, a Kansas limited liability company (the "Investor").


 


WHEREAS,
the parties desire that, upon the terms and subject to the conditions contained herein, the Company shall issue and sell to the
Investor, from time to time as provided herein, and the Investor shall purchase up to Five Million Dollars ($5,000,000.00) of the
Company’s Common Stock (as defined below);


 


NOW, THEREFORE, the parties hereto agree as follows:


 


ARTICLE I


CERTAIN DEFINITIONS


 


Section
1.1 DEFINED TERMS. As used in this Agreement, the following terms shall have the following meanings specified or indicated
(such meanings to be equally applicable to both the singular and plural forms of the terms defined):


 


"Agreement" shall have the meaning specified
in the preamble hereof.


 


“Average
Daily Trading Volume” shall mean the average trading volume of the Company’s Common Stock in the ten (10) Trading
Days immediately preceding the respective Put Date.


 


“Bankruptcy
Law” means Title 11, U.S. Code, or any similar federal or state law for the relief of debtors.


 


"Claim Notice" shall have the meaning
specified in Section 9.3(a).


 


“Clearing Costs” shall mean all
of the Investor’s broker and Transfer Agent fees.


 


“Clearing Date”
shall be the date on which the Investor receives the Put Shares as DWAC Shares in its brokerage account.


 


"Closing" shall
mean one of the closings of a purchase and sale of shares of Common Stock pursuant to Section 2.3.


 


"Closing Certificate"
shall mean the closing certificate of the Company in the form of Exhibit B hereto.


 


“Closing Date” shall mean the date
of any Closing hereunder.


 




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“Commitment Note” shall mean the
8% promissory note in the principal amount of


$150,000.00, attached as Exhibit C hereto,
issued by the Company to the Investor on September 11, 2017.


 


"Commitment
Period" shall mean the period commencing on the Execution Date, and ending on the earlier of (i) the date on which the
Investor shall have purchased Put Shares pursuant to this Agreement equal to the Maximum Commitment Amount, (ii) September 11,
2020, or (iii) written notice of termination by the Company to the Investor (which shall not occur at any time that the Investor
holds any of the Put Shares).


 


"Common
Stock" shall mean the Company's common stock, $0.001 par value per share, and any shares of any other class of common
stock whether now or hereafter authorized, having the right to participate in the distribution of dividends (as and when declared)
and assets (upon liquidation of the Company).


 


“Common
Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to
acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument
that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common
Stock.


 


"Company" shall have the meaning specified
in the preamble to this Agreement.


 


“Custodian”
means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.


 


"Damages"
shall mean any loss, claim, damage, liability, cost and expense (including, without limitation, reasonable attorneys' fees and
disbursements and costs and expenses of expert witnesses and investigation).


 


"Dispute Period" shall have the meaning
specified in Section 9.3(a).


 


“DTC” shall mean
The Depository Trust Company, or any successor performing substantially the same function for the Company.


 


“DTC/FAST Program” shall mean the
DTC’s Fast Automated Securities Transfer


Program.


 


“DWAC” shall mean Deposit Withdrawal
at Custodian as defined by the DTC.


 


“DWAC
Eligible” shall mean that (a) the Common Stock is eligible at DTC for full services pursuant to DTC’s Operational
Arrangements, including, without limitation, transfer through DTC’s DWAC system, (b) the Company has been approved (without
revocation) by the DTC’s underwriting department, (c) the Transfer Agent is approved as an agent in the DTC/FAST Program,
(d) the Put Shares are otherwise eligible for delivery via DWAC, and (e)


 




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the Transfer Agent does not have a policy prohibiting
or limiting delivery of the Put Shares, as applicable, via DWAC.


“DWAC
Shares” means shares of Common Stock that are (i) issued in electronic form, (ii) freely tradable and transferable and
without restriction on resale and (iii) timely credited by the Company to the Investor’s or its designee’s specified
DWAC account with DTC under the DTC/FAST Program, or any similar program hereafter adopted by DTC performing substantially the
same function.


 


"Exchange
Act" shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“Exchange Cap” shall have the meaning
set forth in Section 7.1(c).


 


"Execution Date" shall mean the date
of this Agreement.


 


"FINRA" shall mean the Financial Industry
Regulatory Authority, Inc.


 


"Investment Amount"
shall mean the Put Shares referenced in the Put Notice multiplied by the Purchase Price minus the Clearing Costs.


 


"Indemnified Party" shall have the meaning
specified in Section 9.2.


 


"Indemnifying Party" shall have the
meaning specified in Section 9.2.


 


"Indemnity Notice" shall have the
meaning specified in Section 9.3(e).


 


"Investor" shall have the meaning
specified in the preamble to this Agreement.


 


“Lien”
means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.


 


"Market
Price" shall mean the lowest one (1) trading price of the Common Stock on the Principal Market for any Trading Day during
the Valuation Period, as reported by Bloomberg Finance L.P or other reputable source.


 


"Material
Adverse Effect" shall mean any effect on the business, operations, properties, or financial condition of the Company and
the Subsidiaries that is material and adverse to the Company and the Subsidiaries and/or any condition, circumstance, or situation
that would prohibit or otherwise materially interfere with the ability of the Company to enter into and perform its obligations
under any Transaction Document.


 


"Maximum Commitment Amount" shall mean
Five Million Dollars ($5,000,000.00).


 


"Person"
shall mean an individual, a corporation, a partnership, an association, a trust or other entity or organization, including a government
or political subdivision or an agency or instrumentality thereof.


 




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"Principal
Market" shall mean any of the national exchanges (i.e. NYSE, NYSE AMEX, Nasdaq), or principal quotation systems (i.e.
OTCQX, OTCQB, OTC Pink, the OTC Bulletin Board), or other principal exchange or recognized quotation system which is at the time
the principal trading platform or market for the Common Stock.


 


"Purchase
Price" shall mean 75% of the Market Price on such date on which the Purchase Price is calculated in accordance with the
terms and conditions of this Agreement.


 


"Put"
shall mean the right of the Company to require the Investor to purchase shares of Common Stock, subject to the terms and conditions
of this Agreement.


 


"Put
Date" shall mean any Trading Day during the Commitment Period that a Put Notice is deemed delivered pursuant to Section
2.2(b).


 


"Put
Notice" shall mean a written notice, substantially in the form of Exhibit A hereto, to Investor setting forth the
Put Shares which the Company intends to require Investor to purchase pursuant to the terms of this Agreement.


 


"Put
Shares" shall mean all shares of Common Stock issued, or that the Company shall be entitled to issue, per any applicable
Put Notice in accordance with the terms and conditions of this Agreement.


 


"Registration Statement" shall have the
meaning specified in Section 6.4.


 


"Regulation D" shall mean Regulation
D promulgated under the Securities Act.


 


“Required
Minimum” shall mean, as of any date, the maximum aggregate number of shares of Common Stock then issued or potentially
issuable in the future pursuant to the Transaction Documents, including any shares issuable upon conversion in full of the Commitment
Note (the “Underlying Shares”), ignoring any conversion limits set forth therein, and assuming that the conversion
price is at all times on and after the date of determination 100% of the then conversion price on the Trading Day immediately prior
to the date of determination.


 


"Rule
144" shall mean Rule 144 under the Securities Act or any similar provision then in force under the Securities Act.


 


"SEC" shall mean the United States Securities
and Exchange Commission.


 


“SEC Documents” shall have the meaning
specified in Section 4.5.


 


“Securities"
means, collectively, the Put Shares, the Commitment Note, and any shares underlying the Commitment Note.


 


"Securities Act" shall mean the Securities
Act of 1933, as amended.


 




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“Short
Sales” shall mean all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act.


 


“Subsidiary”
means any Person the Company wholly-owns or controls, or in which the Company, directly or indirectly, owns a majority of the voting
stock or similar voting interest, in each case that would be disclosable pursuant to Item 601(b)(21) of Regulation S-K promulgated
under the Securities Act.


 


"Third Party Claim" shall have the meaning
specified in Section 9.3(a).


 


“Trading Day” shall mean a day on
which the Principal Market shall be open for


business.


 


“Transaction
Documents” shall mean this Agreement and the Commitment Note and all schedules and exhibits hereto and thereto.


 


"Transfer
Agent" shall mean American Stock Transfer & Trust Company, the current transfer agent of the Company, and any successor
transfer agent of the Company.


 


“Transfer
Agent Instruction Letter” means the letter from the Company to the Transfer Agent which instructs the Transfer Agent
to issue the Put Shares and the Underlying Shares pursuant to the Transaction Documents, in the form of Exhibit D attached
hereto.


 


"Valuation Period"
shall mean the period of five (5) Trading Days immediately preceding the Clearing Date associated with the applicable Put Notice.


 


ARTICLE II


PURCHASE AND SALE OF COMMON STOCK


 


Section
2.1PUTS. Upon the terms and conditions set forth herein (including, without limitation, the provisions of Article VII),
the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Put Notice
from time to time, to purchase Put Shares (i) in a minimum amount not less than $25,000.00 and (ii) in a maximum amount of the
lesser of (a) 100% of the Average Daily Trading Volume and (b) $250,000.00; provided that such minimum amount of Put Shares
may be decreased, such maximum amount of Put Shares may be increased, and the Minimum Pricing (as defined herein) may be decreased
subject to the Investor’s approval.


 


	Section 2.2	MECHANICS.


 


(a)         
PUT NOTICE. At any time and from time to time during the Commitment Period, except
as provided in this Agreement, the Company may deliver a Put Notice to Investor, subject to satisfaction of the conditions set
forth in Section 7.2 and otherwise provided herein. The Company shall deliver, or cause to be delivered, the Put Shares as DWAC
Shares to the Investor within two (2) Trading Days following the Put Date.


 




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(b)         
DATE OF DELIVERY OF PUT NOTICE. A Put Notice shall be deemed delivered on (i) the Trading
Day it is received by email by the Investor if such notice is received on or prior to 8:30 a.m. New York time or (ii) the immediately
succeeding Trading Day if it is received by email after 8:30 a.m. New York time on a Trading Day or at any time on a day which
is not a Trading Day. The Company shall not deliver another Put Notice to the Investor while the Investor within ten (10) Trading
Days of a prior Put Notice, without the consent of Investor.


 


Section 2.3CLOSINGS.
If the value of the Put Shares delivered to the Investor causes the Company to exceed the Maximum Commitment Amount, then the Investor
shall return to the Company the surplus amount of Put Shares associated with such Put and the Purchase Price with respect to such
Put shall be reduced by any Clearing Costs related to the return of such Put Shares. The Closing of a Put shall occur within one
(1) Trading Day following the respective Clearing Date, whereby the Investor shall deliver the Investment Amount by wire transfer
of immediately available funds to an account designated by the Company. In addition, on or prior to such Closing, each of the Company
and the Investor shall deliver to each other all documents, instruments and writings required to be delivered or reasonably requested
by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein.


 


ARTICLE III


REPRESENTATIONS AND WARRANTIES OF INVESTOR


 


The Investor represents and warrants to the Company that:


 


Section 3.1INTENT.
The Investor is entering into this Agreement for its own account and the Investor has no present arrangement (whether or not legally
binding) at any time to sell the Securities to or through any Person in violation of the Securities Act or any applicable state
securities laws; provided, however, that the Investor reserves the right to dispose of the Securities at any time
in accordance with federal and state securities laws applicable to such disposition.


 


Section
3.2NO LEGAL ADVICE FROM THE COMPANY. The Investor acknowledges that it has had the opportunity to review this Agreement
and the transactions contemplated by this Agreement with its own legal counsel and investment and tax advisors. The Investor is
relying solely on such counsel and advisors and not on any statements or representations of the Company or any of its representatives
or agents for legal, tax or investment advice with respect to this investment, the transactions contemplated by this Agreement
or the securities laws of any jurisdiction.


 


Section 3.3ACCREDITED
INVESTOR. The Investor is an accredited investor as defined in Rule 501(a)(3) of Regulation D, and the Investor has such experience
in business and financial matters that it is capable of evaluating the merits and risks of an investment in the Securities. The
Investor acknowledges that an investment in the Securities is speculative and involves a high degree of risk.


 




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Section
3.4AUTHORITY. The Investor has the requisite power and authority to enter into and perform its obligations under this
Agreement and the other Transaction Documents and to consummate the transactions contemplated hereby and thereby. The execution
and delivery of this Agreement and the other Transaction Documents and the consummation by it of the transactions contemplated
hereby and thereby have been duly authorized by all necessary action and no further consent or authorization of the Investor is
required. Each Transaction Document to which it is a party has been duly executed by the Investor, and when delivered by the Investor
in accordance with the terms hereof, will constitute the valid and binding obligation of the Investor enforceable against it in
accordance with its terms, subject to applicable bankruptcy, insolvency, or similar laws relating to, or affecting generally the
enforcement of, creditors' rights and remedies or by other equitable principles of general application.


 


Section
3.5NOT AN AFFILIATE. The Investor is not an officer, director or "affiliate" (as that term is defined in Rule
405 of the Securities Act) of the Company.


 


Section 3.6ORGANIZATION
AND STANDING. The Investor is an entity duly incorporated or formed, validly existing and in good standing under the laws of
the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability company or similar
power and authority to enter into and to consummate the transactions contemplated by this Agreement and the other Transaction Documents.


 


Section 3.7ABSENCE
OF CONFLICTS. The execution and delivery of this Agreement and the other Transaction Documents, and the consummation of the
transactions contemplated hereby and thereby and compliance with the requirements hereof and thereof, will not (a) violate any
law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Investor, (b) violate any provision of
any indenture, instrument or agreement to which the Investor is a party or is subject, or by which the Investor or any of its assets
is bound, or conflict with or constitute a material default thereunder, (c) result in the creation or imposition of any lien pursuant
to the terms of any such indenture, instrument or agreement, or constitute a breach of any fiduciary duty owed by the Investor
to any third party, or (d) require the approval of any third-party (that has not been obtained) pursuant to any material contract,
instrument, agreement, relationship or legal obligation to which the Investor is subject or to which any of its assets, operations
or management may be subject.


 


Section
3.8DISCLOSURE; ACCESS TO INFORMATION. The Investor had an opportunity to review copies of the SEC Documents filed on
behalf of the Company and has had access to all publicly available information with respect to the Company.


 


Section
3.9MANNER OF SALE. At no time was the Investor presented with or solicited by or through any leaflet, public promotional
meeting, television advertisement or any other form of general solicitation or advertising.


 


ARTICLE IV


REPRESENTATIONS AND WARRANTIES
OF THE COMPANY


 




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The Company represents and
warrants to the Investor that, except as disclosed in the SEC Documents or except as set forth in the disclosure schedules hereto:


 


Section
4.1ORGANIZATION OF THE COMPANY. The Company and each of the Subsidiaries is an entity duly incorporated or otherwise
organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with
the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted.
Neither the Company nor any Subsidiary is in violation nor default of any of the provisions of its respective certificate or articles
of incorporation, bylaws or other organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified
to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of
the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified
or in good standing, as the case may be, could not have or reasonably be expected to result in a Material Adverse Effect and no
proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail
such power and authority or qualification.


 


Section
4.2AUTHORITY. The Company has the requisite corporate power and authority to enter into and perform its obligations
under this Agreement and the other Transaction Documents. The execution and delivery of this Agreement and the other Transaction
Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized
by all necessary corporate action and no further consent or authorization of the Company or its Board of Directors or stockholders
is required. Each of this Agreement and the other Transaction Documents has been duly executed and delivered by the Company and
constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except
as such enforceability may be limited by applicable bankruptcy, insolvency, or similar laws relating to, or affecting generally
the enforcement of, creditors' rights and remedies or by other equitable principles of general application.


 


Section
4.3CAPITALIZATION. As of the date hereof, the authorized capital stock of the Company consists of (a) 1,500,000,000
shares of Common Stock, par value of


$0.001 per share, of which
approximately 686,728,348 shares of Common Stock are issued and outstanding and (b) 1,000,000 shares of preferred stock, of which
100,000 are issued and outstanding. Except as set forth on Schedule 4.3, the Company has not issued any capital stock since
its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under
the Company’s stock option plans, the issuance of shares of Common Stock to employees pursuant to the Company’s employee
stock purchase plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the
most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of
participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as set
forth on Schedule 4.3 and except as a result of the purchase and sale of the Securities, there are no outstanding options,
warrants, scrip rights to subscribe to, calls or commitments of any


 




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character whatsoever relating
to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to
subscribe for or acquire any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company
or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. The issuance and
sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than
the Investor) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or
reset price under any of such securities. There are no stockholders agreements, voting agreements or other similar agreements with
respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among
any of the Company’s stockholders.


 


Section4.4LISTINGANDMAINTENANCEREQUIREMENTS.The


Common Stock is registered
pursuant to Section 12(b) or 12(g) of the Exchange Act, and the Company has taken no action designed to, or which to its knowledge
is likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act nor has the Company received
any notification that the SEC is contemplating terminating such registration. The Company has not, in the twelve (12) months preceding
the date hereof, received notice from the Principal Market on which the Common Stock is or has been listed or quoted to the effect
that the Company is not in compliance with the listing or maintenance requirements of such Principal Market. The Company is, and
has no reason to believe that it will not in the foreseeable future continue to be, in compliance with all such listing and maintenance
requirements.


 


Section
4.5SEC DOCUMENTS; DISCLOSURE. Except as set forth on Schedule 4.5, the Company has filed all reports, schedules,
forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including
pursuant to Section 13(a) or 15(d) thereof, for the one (1) year preceding the date hereof (or such shorter period as the Company
was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents
incorporated by reference therein, being collectively referred to herein as the “SEC Documents”) on a timely
basis or has received a valid extension of such time of filing and has filed any such SEC Documents prior to the expiration of
any such extension. As of their respective dates, the SEC Documents complied in all material respects with the requirements of
the Securities Act and the Exchange Act, as applicable, and other federal laws, rules and regulations applicable to such SEC Documents,
and none of the SEC Documents when filed 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. The financial statements of the Company included in the SEC Documents comply as to form and substance
in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable
rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted
accounting principles applied on a consistent basis during the periods involved (except (a) as may be otherwise indicated in such
financial statements or the notes thereto or (b) in the case of unaudited interim statements, to the extent they may not include
footnotes or may be condensed or


 




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summary statements)
and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations
and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal, immaterial, year-end audit
adjustments). Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents,
the Company confirms that neither it nor any other Person acting on its behalf has provided the Investor or its agents or counsel
with any information that it believes constitutes or might constitute material, non-public information. The Company understands
and confirms that the Investor will rely on the foregoing representation in effecting transactions in securities of the Company.


 


Section 4.6VALID
ISSUANCES. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents,
will be duly and validly issued, fully paid, and non-assessable, free and clear of all Liens imposed by the Company other than
restrictions on transfer provided for in the Transaction Documents.


 


Section
4.7NO CONFLICTS. The execution, delivery and performance of this Agreement and the other Transaction Documents by the
Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation,
the issuance of the Put Shares, Commitment Note, and the Underlying Shares, do not and will not: (a) result in a violation of the
Company’s or any Subsidiary’s certificate or articles of incorporation, by-laws or other organizational or charter
documents, (b) conflict with, or constitute a material default (or an event that with notice or lapse of time or both would become
a material default) under, result in the creation of any Lien upon any of the properties or assets of the Company or any Subsidiary,
or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture, instrument or
any "lock-up" or similar provision of any underwriting or similar agreement to which the Company or any Subsidiary is
a party, or (c) result in a violation of any federal, state or local law, rule, regulation, order, judgment or decree (including
federal and state securities laws and regulations) applicable to the Company or any Subsidiary or by which any property or asset
of the Company or any Subsidiary 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) nor is the Company
otherwise in violation of, conflict with or in default under any of the foregoing. The business of the Company is not being conducted
in violation of any law, ordinance or regulation of any governmental entity, except for possible violations that either singly
or in the aggregate do not and will not have a Material Adverse Effect. The Company is not required under federal, state or local
law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or
governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreement or the other Transaction
Documents (other than any SEC, FINRA or state securities filings that may be required to be made by the Company subsequent to any
Closing or any registration statement that may be filed pursuant hereto); provided that, for purposes of the representation made
in this sentence, the Company is assuming and relying upon the accuracy of the relevant representations and agreements of Investor
herein.


 




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Section
4.8NO MATERIAL ADVERSE CHANGE. No event has occurred that would have a Material Adverse Effect on the Company that has
not been disclosed in subsequent SEC filings.


 


Section
4.9LITIGATION AND OTHER PROCEEDINGS. Except as disclosed in the SEC Documents or as set forth on Schedule 4.9,
there are no actions, suits, investigations, inquiries or proceedings pending or, to the knowledge of the Company, threatened against
or affecting the Company, any Subsidiary or any of their respective properties, nor has the Company received any written or oral
notice of any such action, suit, proceeding, inquiry or investigation, which would have a Material Adverse Effect. No judgment,
order, writ, injunction or decree or award has been issued by or, to the knowledge of the Company, requested of any court, arbitrator
or governmental agency which would have a Material Adverse Effect. There has not been, and to the knowledge of the Company, there
is not pending or contemplated, any investigation by the SEC involving the Company, any Subsidiary or any current or former director
or officer of the Company or any Subsidiary.


 


Section 4.10REGISTRATION
RIGHTS. Except as set forth on Schedule 4.10, no Person (other than the Investor) has any right to cause the Company
to effect the registration under the Securities Act of any securities of the Company or any Subsidiary.


 


ARTICLE V


COVENANTS
OF INVESTOR


 


Section 5.1COMPLIANCE WITH LAW; TRADING IN SECURITIES.
The


Investor's trading activities
with respect to shares of Common Stock will be in compliance with all applicable state and federal securities laws and regulations
and the rules and regulations of FINRA and the Principal Market.


 


Section
5.2SHORT SALES AND CONFIDENTIALITY. Neither the Investor, nor any affiliate of the Investor acting on its behalf or
pursuant to any understanding with it, will execute any Short Sales during the period from the date hereof to the end of the Commitment
Period. For the purposes hereof, and in accordance with Regulation SHO, the sale after delivery of a Put Notice of such number
of shares of Common Stock reasonably expected to be purchased under a Put Notice shall not be deemed a Short Sale. The Investor
shall, until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company in accordance with
the terms of this Agreement, maintain the confidentiality of the existence and terms of this transaction and the information included
in the Transaction Documents.


 


ARTICLE VI


COVENANTS
OF THE COMPANY


 


Section 6.1RESERVATION
OF COMMON STOCK. The Company shall maintain a reserve from its duly authorized shares of Common Stock equal to 300% of the
Required Minimum to satisfy its obligation to issue the Put Shares and the Underlying Shares in accordance with the terms of this
Agreement and the Commitment Note, respectively.


 




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Section
6.2LISTING OF COMMON STOCK. The Company shall promptly secure the listing of all of the Put Shares and Underlying Shares
to be issued to the Investor hereunder on the Principal Market (subject to official notice of issuance) and shall use commercially
reasonable best efforts to maintain, so long as any shares of Common Stock shall be so listed, the listing of all such Put Shares
and Underlying Shares from time to time issuable hereunder. The Company shall use its commercially reasonable efforts to continue
the listing and trading of the Common Stock on the Principal Market (including, without limitation, maintaining sufficient net
tangible assets) and will comply in all respects with the Company's reporting, filing and other obligations under the bylaws or
rules of FINRA and the Principal Market.


 


Section 6.3OTHER EQUITY LINES AND CONVERTIBLE NOTES.
So long


as this Agreement remains in
effect, the Company covenants and agrees that it will not, without the prior written consent of the Investor, enter into any other
equity line of credit agreement with any other party or issue any promissory note convertible into common stock to any other party.
For the avoidance of doubt, nothing contained in the Transaction Documents shall restrict, or require the Investor's consent for,
any agreement providing for the issuance or distribution of any equity securities of the Company pursuant to any agreement or arrangement
that is not covered in this Section 6.3.


 


Section6.4FILINGOFCURRENTREPORTANDREGISTRATION


STATEMENT. The Company
agrees that it shall file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto, with the SEC within
the time required by the Exchange Act, relating to the transactions contemplated by, and describing the material terms and conditions
of, the Transaction Documents (the “Current Report”). The Company shall permit the Investor to review and comment
upon the final pre-filing draft version of the Current Report at least two (2) Trading Days prior to its filing with the SEC, and
the Company shall give reasonable consideration to all such comments. The Investor shall use its reasonable best efforts to comment
upon the final pre-filing draft version of the Current Report within one


(1)   
Trading Day from the date the Investor receives it from the Company. The Company shall also
file with the SEC, on or before October 15, 2017, a new registration statement (the “Registration Statement”)
covering only the resale of the Put Shares.


 


 


ARTICLE VII


CONDITIONS TO
DELIVERY OF 


PUT NOTICES AND CONDITIONS TO CLOSING


 


Section 7.1CONDITIONS PRECEDENT TO THE RIGHT OF
THE COMPANY


TO ISSUE AND SELL PUT SHARES. The right of the
Company to issue and sell the Put Shares to the Investor is subject to the satisfaction of each of the conditions set forth below:


 


(a)                             
ACCURACYOFINVESTOR'SREPRESENTATIONSAND
WARRANTIES. The representations and warranties of the Investor shall be true and correct in


 




    	 	12	 



    	 



    

 


all material respects as of the date of this
Agreement and as of the date of each Closing as though made at each such time.


 


(b)                               
PERFORMANCE BY INVESTOR. Investor shall have performed, satisfied and complied in all
respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by
the Investor at or prior to such Closing.


 


(c)                              
PRINCIPAL MARKET REGULATION. The Company shall not issue any Put Shares, and the Investor
shall not have the right to receive any Put Shares, if the issuance of such Put Shares would exceed the aggregate number of shares
of Common Stock which the Company may issue without breaching the Company’s obligations under the rules or regulations of
the Principal Market (the “Exchange Cap”).


 


Section7.2CONDITIONSPRECEDENTTOTHEOBLIGATIONOF


INVESTOR TO PURCHASE PUT SHARES. The obligation
of the Investor hereunder to purchase Put Shares is subject to the satisfaction of each of the following conditions:


 


(a)       
EFFECTIVE REGISTRATION STATEMENT. The Registration Statement, and any amendment or
supplement thereto, shall remain effective for the resale by the Investor of the Put Shares and the Underlying Shares and (i) neither
the Company nor the Investor shall have received notice that the SEC has issued or intends to issue a stop order with respect to
such Registration Statement or that the SEC otherwise has suspended or withdrawn the effectiveness of such Registration Statement,
either temporarily or permanently, or intends or has threatened to do so and (ii) no other suspension of the use of, or withdrawal
of the effectiveness of, such Registration Statement or related prospectus shall exist.


 


(b)      
ACCURACY OF THE COMPANY'S REPRESENTATIONS AND WARRANTIES. The representations and warranties
of the Company shall be true and correct in all material respects as of the date of this Agreement and as of the date of each Closing
(except for representations and warranties specifically made as of a particular date).


 


(c)      
PERFORMANCE BY THE COMPANY. The Company shall have performed, satisfied and complied
in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or
complied with by the Company.


 


(d)       
NO INJUNCTION. No statute, rule, regulation, executive order, decree, ruling or injunction
shall have been enacted, entered, promulgated or adopted by any court or governmental authority of competent jurisdiction that
prohibits or directly and materially adversely affects any of the transactions contemplated by the Transaction Documents, and no
proceeding shall have been commenced that may have the effect of prohibiting or materially adversely affecting any of the transactions
contemplated by the Transaction Documents.


 




    	 	13	 



    	 



    

 


(e)      
ADVERSE CHANGES. Since the date of filing of the Company's most recent SEC Document,
no event that had or is reasonably likely to have a Material Adverse Effect has occurred.


 


(f)      
NO SUSPENSION OF TRADING IN OR DELISTING OF COMMON STOCK. The trading of the Common
Stock shall not have been suspended by the SEC, the Principal Market or FINRA, or otherwise halted for any reason, and the Common
Stock shall have been approved for listing or quotation on and shall not have been delisted from the Principal Market. In the event
of a suspension, delisting, or halting for any reason, of the trading of the Common Stock, as contemplated by this Section 7.2(f),
the Investor shall have the right to return to the Company any remaining amount of Put Shares associated with such Put, and the
Purchase Price with respect to such Put shall be reduced accordingly.


 


(g)       
BENEFICIAL OWNERSHIP LIMITATION. The number of Put Shares then to be purchased by the
Investor shall not exceed the number of such shares that, when aggregated with all other shares of Common Stock then owned by the
Investor beneficially or deemed beneficially owned by the Investor, would result in the Investor owning more than the Beneficial
Ownership Limitation (as defined below), as determined in accordance with Section 16 of the Exchange Act and the regulations promulgated
thereunder. For purposes of this Section 7.2(g), in the event that the amount of Common Stock outstanding, as determined in accordance
with Section 16 of the Exchange Act and the regulations promulgated thereunder, is greater on a Closing Date than on the date upon
which the Put Notice associated with such Closing Date is given, the amount of Common Stock outstanding on such Closing Date shall
govern for purposes of determining whether the Investor, when aggregating all purchases of Common Stock made pursuant to this Agreement,
would own more than the Beneficial Ownership Limitation following such Closing Date. The “Beneficial Ownership Limitation”
shall be 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares
of Common Stock issuable pursuant to a Put Notice.


 


(h)       
PRINCIPAL MARKET REGULATION. The issuance of the Put Shares shall not exceed the Exchange
Cap.


 


(i)      
NO KNOWLEDGE. The Company shall have no knowledge of any event more likely than not
to have the effect of causing the Registration Statement to be suspended or otherwise ineffective (which event is more likely than
not to occur within the fifteen (15) Trading Days following the Trading Day on which such Put Notice is deemed delivered).


 


(j)      
NO VIOLATION OF SHAREHOLDER
APPROVAL REQUIREMENT. The issuance of the Put Shares shall not violate the shareholder approval requirements of the Principal
Market.


 


(k)     
OFFICER’S CERTIFICATE. On the date of delivery of each Put Notice, the Investor
shall have received the Closing Certificate executed by an executive officer of the


 




    	 	14	 



    	 



    

 


Company and to the effect that all the conditions
to such Closing shall have been satisfied as of the date of each such certificate.


 


(l)     
DWAC ELIGIBLE. The Common Stock must be DWAC Eligible and not subject to a “DTC
chill.”


 


(m)     
SEC DOCUMENTS. All reports, schedules, registrations, forms, statements, information
and other documents required to have been filed by the Company with the SEC pursuant to the reporting requirements of the Exchange
Act shall have been filed with the SEC within the applicable time periods prescribed for such filings under the Exchange Act.


(n)     
TRANSFER AGENT INSTRUCTION LETTER. The Transfer Agent Instruction Letter shall have
been executed and delivered by the Company to the Transfer Agent and acknowledged and agreed to in writing by the Transfer Agent.


 


(o)     
RESERVE. The Company shall have reserved sufficient shares of its Common Stock for
the Investor, pursuant to the terms of this Agreement and all other contracts between the Company and Investor.


 


(p)     
MINIMUM PRICING. The lowest closing bid price of the Common Stock in the five (5) Trading
Days immediately preceding the respective Put Date must exceed


$0.0005 per share (the “Minimum Pricing”).


 


ARTICLE VIII LEGENDS


 


Section
8.1NO RESTRICTIVE STOCK LEGEND. No restrictive stock legend shall be placed on the share certificates representing the
Put Shares.


 


Section
8.2INVESTOR'S COMPLIANCE. Nothing in this Article VIII shall affect in any way the Investor's obligations hereunder
to comply with all applicable securities laws upon the sale of the Common Stock.


 


ARTICLE IX


NOTICES;
INDEMNIFICATION


 


Section
9.1NOTICES. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder
shall be in writing and, unless otherwise specified herein, shall be (a) personally served, (b) deposited in the mail, registered
or certified, return receipt requested, postage prepaid, (c) delivered by reputable air courier service with charges prepaid, or
(d) transmitted by hand delivery, telegram, or email as a PDF, addressed as set forth below or to such other address as such party
shall have specified most recently by written notice given in accordance herewith. Any notice or other communication required or
permitted to be given hereunder shall be deemed effective (i) upon hand delivery or delivery by email at the address 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


 




    	 	15	 



    	 



    

 


such delivery (if delivered
other than on a business day during normal business hours where such notice is to be received) or (ii) on the second business day
following the date of mailing by express courier service or on the fifth business day after deposited in the mail, in each case,
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 Company:


Aim Exploration, Inc.


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


Email: bob.todhunter@aimexploration.com Attention:
James Todhunter, CEO


If to the Investor: L2 Capital, LLC


8900 State Line Rd., Suite 410


Leawood, KS 66206


Email: investments@ltwocapital.com Attention:
Adam Long, Managing Partner


 


Either party hereto may from
time to time change its address or email for notices under this Section 9.1 by giving at least ten (10) days' prior written notice
of such changed address to the other party hereto.


 


Section
9.2INDEMNIFICATION. Each party (an “Indemnifying Party”) agrees to indemnify and hold harmless the
other party along with its officers, directors, employees, and authorized agents, and each Person or entity, if any, who controls
such party within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (an “Indemnified Party”)
from and against any Damages, joint or several, and any action in respect thereof to which the Indemnified Party becomes subject
to, resulting from, arising out of or relating to (i) any misrepresentation, breach of warranty or nonfulfillment of or failure
to perform any covenant or agreement on the part of the Indemnifying Party contained in this Agreement, (ii) any untrue statement
or alleged untrue statement of a material fact contained in the Registration Statement or any post-effective amendment thereof
or supplement thereto, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary
to make the statements therein not misleading, (iii) any untrue statement or alleged untrue statement of a material fact contained
in any preliminary prospectus or contained in the final prospectus (as amended or supplemented, if the Company files any amendment
thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to
make the statements made therein, in the light of the circumstances under which the statements therein were made, not misleading,
or (iv) any violation or alleged


 




    	 	16	 



    	 



    

 


violation by the Company
of the Securities Act, the Exchange Act, any state securities law or any rule or regulation under the Securities Act, the Exchange
Act or any state securities law, as such Damages are incurred, except to the extent such Damages result primarily from the Indemnified
Party's failure to perform any covenant or agreement contained in this Agreement or the Indemnified Party's negligence, recklessness
or bad faith in performing its obligations under this Agreement; provided, however, that the foregoing indemnity
agreement shall not apply to any Damages of an Indemnified Party to the extent, but only to the extent, arising out of or based
upon any untrue statement or alleged untrue statement or omission or alleged omission made by an Indemnifying Party in reliance
upon and in conformity with written information furnished to the Indemnifying Party by the Indemnified Party expressly for use
in the Registration Statement, any post-effective amendment thereof or supplement thereto, or any preliminary prospectus or final
prospectus (as amended or supplemented).


 


Section 9.3METHOD OF ASSERTING INDEMNIFICATION CLAIMS.
All


claims for indemnification by
any Indemnified Party under Section 9.2 shall be asserted and resolved as follows:


 


(a)      
In the event any claim or demand in respect of which an Indemnified Party might seek indemnity
under Section 9.2 is asserted against or sought to be collected from such Indemnified Party by a Person other than a party hereto
or an affiliate thereof (a "Third Party Claim"), the Indemnified Party shall deliver a written notification, enclosing
a copy of all papers served, if any, and specifying the nature of and basis for such Third Party Claim and for the Indemnified
Party's claim for indemnification that is being asserted under any provision of Section 9.2 against an Indemnifying Party, together
with the amount or, if not then reasonably ascertainable, the estimated amount, determined in good faith, of such Third Party Claim
(a "Claim Notice") with reasonable promptness to the Indemnifying Party. If the Indemnified Party fails to provide
the Claim Notice with reasonable promptness after the Indemnified Party receives notice of such Third Party Claim, the Indemnifying
Party shall not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying
Party's ability to defend has been prejudiced by such failure of the Indemnified Party. The Indemnifying Party shall notify the
Indemnified Party as soon as practicable within the period ending thirty (30) calendar days following receipt by the Indemnifying
Party of either a Claim Notice or an Indemnity Notice (as defined below) (the "Dispute Period") whether the Indemnifying
Party disputes its liability or the amount of its liability to the Indemnified Party under Section 9.2 and whether the Indemnifying
Party desires, at its sole cost and expense, to defend the Indemnified Party against such Third Party Claim.


 


(i)      
If the Indemnifying Party notifies the Indemnified Party within the Dispute Period that the
Indemnifying Party desires to defend the Indemnified Party with respect to the Third Party Claim pursuant to this Section 9.3(a),
then the Indemnifying Party shall have the right to defend, with counsel reasonably satisfactory to the Indemnified Party, at the
sole cost and expense of the Indemnifying Party, such Third Party Claim by all appropriate proceedings, which proceedings shall
be vigorously and diligently prosecuted by the Indemnifying Party to a final conclusion or will be settled at the discretion of
the Indemnifying Party (but only with the consent of the Indemnified Party in the case of any settlement that


 




    	 	17	 



    	 



    

 


provides for any relief
other than the payment of monetary damages or that provides for the payment of monetary damages as to which the Indemnified Party
shall not be indemnified in full pursuant to Section 9.2). The Indemnifying Party shall have full control of such defense and proceedings,
including any compromise or settlement thereof; provided, however, that the Indemnified Party may, at the sole cost
and expense of the Indemnified Party, at any time prior to the Indemnifying Party's delivery of the notice referred to in the first
sentence of this clause (i), file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably
believes to be necessary or appropriate to protect its interests; and provided, further, that if requested by the
Indemnifying Party, the Indemnified Party will, at the sole cost and expense of the Indemnifying Party, provide reasonable cooperation
to the Indemnifying Party in contesting any Third Party Claim that the Indemnifying Party elects to contest. The Indemnified Party
may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant
to this clause (i), and except as provided in the preceding sentence, the Indemnified Party shall bear its own costs and expenses
with respect to such participation. Notwithstanding the foregoing, the Indemnified Party may takeover the control of the defense
or settlement of a Third Party Claim at any time if it irrevocably waives its right to indemnity under Section 9.2 with respect
to such Third Party Claim.


 


(ii)      
If the Indemnifying Party fails to notify the Indemnified Party within the Dispute Period
that the Indemnifying Party desires to defend the Third Party Claim pursuant to Section 9.3(a), or if the Indemnifying Party gives
such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, or if the Indemnifying Party fails
to give any notice whatsoever within the Dispute Period, then the Indemnified Party shall have the right to defend, at the sole
cost and expense of the Indemnifying Party, the Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted
by the Indemnified Party in a reasonable manner and in good faith or will be settled at the discretion of the Indemnified Party(with
the consent of the Indemnifying Party, which consent will not be unreasonably withheld). The Indemnified Party will have full control
of such defense and proceedings, including any compromise or settlement thereof; provided, however, that if requested by the Indemnified
Party, the Indemnifying Party will, at the sole cost and expense of the Indemnifying Party, provide reasonable cooperation to the
Indemnified Party and its counsel in contesting any Third Party Claim which the Indemnified Party is contesting. Notwithstanding
the foregoing provisions of this clause (ii), if the Indemnifying Party has notified the Indemnified Party within the Dispute Period
that the Indemnifying Party disputes its liability or the amount of its liability hereunder to the Indemnified Party with respect
to such Third Party Claim and if such dispute is resolved in favor of the Indemnifying Party in the manner provided in clause (iii)
below, the Indemnifying Party will not be required to bear the costs and expenses of the Indemnified Party's defense pursuant to
this clause (ii) or of the Indemnifying Party's participation therein at the Indemnified Party's request, and the Indemnified Party
shall reimburse the Indemnifying Party in full for all reasonable costs and expenses incurred by the Indemnifying Party in connection
with such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified
Party pursuant to this clause (ii), and the Indemnifying Party shall bear its own costs and expenses with respect to such participation.


 




    	 	18	 



    	 



    

 


(iii)      
If the Indemnifying Party notifies the Indemnified Party that it does not dispute its liability
or the amount of its liability to the Indemnified Party with respect to the Third Party Claim under Section 9.2 or fails to notify
the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes its liability or the amount of its liability
to the Indemnified Party with respect to such Third Party Claim, the amount of Damages specified in the Claim Notice shall be conclusively
deemed a liability of the Indemnifying Party under Section 9.2 and the Indemnifying Party shall pay the amount of such Damages
to the Indemnified Party on demand. If the Indemnifying Party has timely disputed its liability or the amount of its liability
with respect to such claim, the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution
of such dispute; provided, however, that if the dispute is not resolved within thirty (30) days after the Claim Notice,
the Indemnifying Party shall be entitled to institute such legal action as it deems appropriate.


 


		(b)	In the event any Indemnified Party should have a claim under Section



9.2 against the Indemnifying
Party that does not involve a Third Party Claim, the Indemnified Party shall deliver a written notification of a claim for indemnity
under Section 9.2 specifying the nature of and basis for such claim, together with the amount or, if not then reasonably ascertainable,
the estimated amount, determined in good faith, of such claim (an "Indemnity Notice") with reasonable promptness
to the Indemnifying Party. The failure by any Indemnified Party to give the Indemnity Notice shall not impair such party's rights
hereunder except to the extent that the Indemnifying Party demonstrates that it has been irreparably prejudiced thereby. If the
Indemnifying Party notifies the Indemnified Party that it does not dispute the claim or the amount of the claim described in such
Indemnity Notice or fails to notify the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes the
claim or the amount of the claim described in such Indemnity Notice, the amount of Damages specified in the Indemnity Notice will
be conclusively deemed a liability of the Indemnifying Party under Section 9.2 and the Indemnifying Party shall pay the amount
of such Damages to the Indemnified Party on demand. If the Indemnifying Party has timely disputed its liability or the amount of
its liability with respect to such claim, the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate
a resolution of such dispute; provided, however, that if the dispute is not resolved within thirty (30) days after the Claim Notice,
the Indemnifying Party shall be entitled to institute such legal action as it deems appropriate.


 


(c)      
The Indemnifying Party agrees to pay the Indemnified Party, promptly as such expenses are
incurred and are due and payable, for any reasonable legal fees or other reasonable expenses incurred by them in connection with
investigating or defending any such Claim.


 


(d)      
The indemnity provisions contained herein shall be in addition to (i) any cause of action
or similar rights of the Indemnified Party against the Indemnifying Party or others, and (ii) any liabilities the Indemnifying
Party may be subject to.


 


ARTICLE
X MISCELLANEOUS


 




    	 	19	 



    	 



    

 


Section
10.1GOVERNING LAW; JURISDICTION. This Agreement shall be governed by and interpreted in accordance with the laws of
the State of Nevada without regard to the principles of conflicts of law. Each of the Company and the Investor hereby submits to
the exclusive jurisdiction of the United States federal and state courts located in Kansas, County of Johnson, with respect to
any dispute arising under the Transaction Documents or the transactions contemplated thereby.


 


Section
10.2JURY TRIAL WAIVER. The Company and the Investor hereby waive a trial by jury in any action, proceeding or counterclaim
brought by either of the parties hereto against the other in respect of any matter arising out of or in connection with the Transaction
Documents.


 


Section 10.3ASSIGNMENT.
This Agreement shall be binding upon and inure to the benefit of the Company and the Investor and their respective successors.
Neither this Agreement nor any rights of the Investor or the Company hereunder may be assigned by either party to any other Person.


 


Section
10.4NO THIRD PARTY BENEFICIARIES. This Agreement is intended for the benefit of the Company and the Investor and their
respective successors, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as
set forth in Section 9.3.


 


Section
10.5 TERMINATION. The Company may terminate this Agreement at any time by written notice to the Investor, except while the
Investor holds any of the Put Shares. In addition, this Agreement shall automatically terminate on the earlier of (i) the end of
the Commitment Period; (ii) the date that the Company sells and the Investor purchases the Maximum Commitment Amount; or (iii)
the date in which the Registration Statement is no longer effective, or (iv) the date that, pursuant to or within the meaning of
any Bankruptcy Law, the Company commences a voluntary case or any Person commences a proceeding against the Company, a Custodian
is appointed for the Company or for all or substantially all of its property or the Company makes a general assignment for the
benefit of its creditors; provided, however, that the provisions of Articles III,
IV, V, VI, IX and the agreements and covenants of the Company and the Investor set forth in Article X shall survive the
termination of this Agreement.


 


Section
10.6ENTIRE AGREEMENT. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire
understanding of the Company and the Investor with respect to the matters covered herein and therein and supersede all prior agreements
and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents,
exhibits and schedules.


 


Section 10.7FEES
AND EXPENSES. Except as expressly set forth in the Transaction Documents or any other writing to the contrary, each party shall
pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such
party incident to the negotiation, preparation, execution, delivery and


 




    	 	20	 



    	 



    

 


performance of this Agreement.
The Company shall pay all Transfer Agent fees (including, without limitation, any fees required for same-day processing of any
instruction letter delivered by the Company), stamp taxes and other taxes and duties levied in connection with the delivery of
any Securities to the Investor. Upon execution of this Agreement, the Company shall issue the Commitment Note to Investor for its
commitment to enter into this Agreement. The Commitment Note shall be earned in full upon the execution of this Agreement, and
the Commitment Note is not contingent upon any other event or condition, including but not limited to the effectiveness of the
Registration Statement or the Company’s submission of a Put Notice to the Investor. In addition, the Investor shall withhold
$15,000.00 of the Investment Amount of the first Put under this Agreement for reimbursement of Investor’s legal fees relating
to the preparation of this Agreement.


 


Section
10.8COUNTERPARTS. This Agreement may be executed in multiple counterparts, each of which may be executed by less than
all of the parties and shall be deemed to be an original instrument which shall be enforceable against the parties actually executing
such counterparts and all of which together shall constitute one and the same instrument. This Agreement may be delivered to the
other parties hereto by email of a copy of this Agreement bearing the signature of the parties so delivering this Agreement.


 


Section
10.9SEVERABILITY. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction
to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision; provided that
such severability shall be ineffective if it materially changes the economic benefit of this Agreement to any party.


 


Section
10.10FURTHER 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.


 


Section
10.11 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.


 


Section
10.12EQUITABLE RELIEF. The Company recognizes that in the event that it fails to perform, observe, or discharge any
or all of its obligations under this Agreement, any remedy at law may prove to be inadequate relief to the Investor. The Company
therefore agrees that the Investor shall be entitled to temporary and permanent injunctive relief in any such case without the
necessity of proving actual damages.


 


Section
10.13TITLE AND SUBTITLES. The titles and subtitles used in this Agreement are used for the convenience of reference
and are not to be considered in construing or interpreting this Agreement.


 




    	 	21	 



    	 



    

 


Section
10.14AMENDMENTS; WAIVERS. No provision of this Agreement may be amended or waived by the parties from and after the
date that is one (1) Trading Day immediately preceding the initial filing of the Registration Statement with the SEC. Subject to
the immediately preceding sentence, (i) no provision of this Agreement may be amended other than by a written instrument signed
by both parties hereto and (ii) no provision of this Agreement may be waived other than in a written instrument signed by the party
against whom enforcement of such waiver is sought. No failure or delay 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 privilege.


Section
10.15PUBLICITY. The Company and the Investor shall consult with each other in issuing any press releases or otherwise
making public statements with respect to the transactions contemplated hereby and no party shall issue any such press release or
otherwise make any such public statement, other than as required by law, without the prior written consent of the other parties,
which consent shall not be unreasonably withheld or delayed, except that no prior consent shall be required if such disclosure
is required by law, in which such case the disclosing party shall provide the other party with prior notice of such public statement.
Notwithstanding the foregoing, the Company shall not publicly disclose the name of the Investor without the prior written consent
of the Investor, except to the extent required by law. The Investor acknowledges that this Agreement and all or part of the Transaction
Documents may be deemed to be "material contracts," as that term is defined by Item 601(b)(10) of Regulation S-K, and
that the Company may therefore be required to file such documents as exhibits to reports or registration statements filed under
the Securities Act or the Exchange Act. The Investor further agrees that the status of such documents and materials as material
contracts shall be determined solely by the Company, in consultation with its counsel.


 


 


[Signature Page
Follows]


 




    	 	22	 



    	 



    

 


IN
WITNESS WHEREOF, the parties have caused this Agreement to be
duly executed by their respective officers thereunto duly
authorized as of the day and year 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


 


 


 


 


 


 


 


 


 


[Signature Page to equity
purchase agreement}


 




    	 	23	 



    	 



    

 


DISCLOSURE SCHEDULES
TO EQUITY PURCHASE AGREEMENT


 


Schedule 4.3 – Capitalization


 


None.


 


Schedule 4.5 – SEC Documents


 


None.


 


Schedule 4.9 – Litigation


 


None.


 


Schedule 4.10 – Registration Rights


 


None.


 




    	 	24	 



    	 



    




EXHIBIT
A 


 


 FORM
OF PUT NOTICE


 


TO: L2 CAPITAL, LLC


DATE: 


 


We
refer to the equity purchase agreement, dated September 11, 2017 (the “Agreement”), entered into by and between
Aim Exploration, Inc. and you. Capitalized terms defined in the Agreement shall, unless otherwise defined herein, have the same
meaning when used herein.


 


We hereby:


 


1)    
Give you notice that we require you to purchase Put Shares; and


 


2)     
Certify that, as of the date hereof, the conditions set forth in Section 7.2 of the Agreement
are satisfied.


 


 


AIM EXPLORATION, INC.


 


 


By:



Name: James Todhunter


Title: Chief Executive Officer


 







    	 	25	 



    	 



    

 


EXHIBIT B


 


FORM OF OFFICER’S
CERTIFICATE OF AIM EXPLORATION, INC.


 


Pursuant
to Section 7.2(k) of that certain equity purchase agreement, dated September 11, 2017 (the “Agreement”), by
and between Aim Exploration, Inc. (the “Company”) and L2 Capital, LLC (the “Investor”), the
undersigned, in his capacity as Chief Executive Officer of the Company, and not in his individual capacity, hereby certifies, as
of the date hereof (such date, the “Condition Satisfaction Date”), the following:


 


1.      
The representations and warranties of the Company are true and correct in all material respects
as of the Condition Satisfaction Date as though made on the Condition Satisfaction Date (except for representations and warranties
specifically made as of a particular date) with respect to all periods, and as to all events and circumstances occurring or existing
to and including the Condition Satisfaction Date, except for any conditions which have temporarily caused any representations or
warranties of the Company set forth in the Agreement to be incorrect and which have been corrected with no continuing impairment
to the Company or the Investor; and


 


2.      
All of the conditions precedent to the obligation of the Investor to purchase Put Shares set
forth in the Agreement, including but not limited to Section 7.2 of the Agreement, have been satisfied as of the Condition Satisfaction
Date.


 


Capitalized
terms used herein shall have the meanings set forth in the Agreement unless otherwise defined herein.


 


IN WITNESS
WHEREOF, the undersigned has hereunto affixed his hand as of the September 11, 2017.


 


 


By: 


Name: James Todhunter


Title: Chief Executive Officer


 




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EXHIBIT
C


COMMITMENT NOTE


 




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EXHIBIT D


 


FORM OF TRANSFER AGENT
INSTRUCTION LETTER






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