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


 


Principal
Amount: $150,000.00Issue
Date: September
11, 2017


 


 


 


PROMISSORY NOTE


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


$150,000.00
(the "PrincipalAmount"),
together with
interest at the
rate of eight percent
(8%) per annum,
at maturity or upon acceleration
or otherwise, as set forth herein (the "Note").
The maturity date shall be twelve
(12) months
from the Issue Date (the " Maturity
Date"),
and is the date upon which the principal sum, as
well as any accrued and unpaid interest and other fees, shall be due and payable. This
Note is being issued by the Borrower to the
Holder as a commitment fee, pursuant
to that certain $5,000,000.00equity
purchase agreement of even
date (the "EPA").
This Note may not be prepaid in whole or in part except as otherwise explicitly set forth
herein. Any amount of principal or interest on this Note, which is not paid by
the Maturity Date,
shall bear interest at the
rate of the lesser
of (i) twenty four percent (24%)
per annum or (ii) the maximum amount allowed by law, from the
due date thereof until the same is
paid ("Default
Interest"). Interest shall commence
accruing on the date
that the Note is fully paid and shall
be computed on the basis
of a 365-day
year and the actual number of days elapsed. All payments due
hereunder
(to the extent not
converted into the Borrower's common
stock (the "Common Stock") in accordance with
the terms hereof) shall be made
in lawful money of the United States
of America. All payments shall be made at such address as the Holder
shall hereafter
give to the Borrower by written notice made in accordance
with the provisions of this
Note. Whenever any amount expressed to
be due by the terms
of this Note is due
on any day which is not a
business day, the same shall instead be due
on the next
succeeding


 




    	 	1	 



    	 



    

 


day
which
is a business day and, in the case of any interest
payment date which is not the date on which this Note is
paid in full, the extension of
the due date thereof shall not be taken into account for purposes of determining
the amount of interest due on
such date. As used
in this Note, the term "business day'' shall
mean any day other than a Saturday,
Sunday or a day on which
commercial banks in the city of New York, New York are
authorized or required by law or executive order to
remain closed.


 


This
Note is free from all taxes, liens, claims and encumbrances
with resp·ect
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 additional
terms shall also apply to this Note:


 


ARTICLE I. CONVERSION RIGHTS


 


1.1       Conversion
Right. The Holder shall have the right at any
time on or after an Event of Default
(as defined herein) occurs under the Note,
to convert all or any part of the outstanding and unpaid principal amount and accrued
and unpaid interest of this Note into fully paid and non-assessable shares of Common Stock, as such
Common Stock exists on the Issue Date, or any shares of
capital stock or other securities of the Borrower into
which such Common Stock shall hereafter be changed or reclassified at
the conversion price (the "Conversion Price") determined
as provided herein (a "Conversion"); provided.
however, that in no event
shall the Holder be entitled to convert any portion of
this Note in excess of that portion of this Note upon conversion of which the sum of (1) the number of shares of Common Stock beneficially
owned by the Holder 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 (I) of
such proviso. The number of shares of Common Stock to
be issued upon each conversion of this
Note shall be determined by dividing the
Conversion Amount (as defined below) by the applicable Conversion
Price then in effect on the date specified in the notice
of conversion, in the form attached
hereto as Exhibit A (the "Notice of Conversion"),
delivered to the Borrower by the Holder in accordance with Section 1.4 below; provided that the Notice of Conversion is submitted
by facsimile or e-mail (or by other means resulting in,
or reasonably expected to result
in, notice) to the Borrower before
6:00 p.m., New York,
New York time on such conversion date
(the "Conversion Date"). The term
"Conversion Amount" means, with respect to any conversion of this Note, the sum of (1)
the principal amount of this Note to be converted in such
conversion plus (2) at the Holder's option,
accrued and unpaid interest,
if any, on such
principal amount at the interest
rates provided in this
Note to the


 




    	 	2	 



    	 



    

 


Conversion
Date, plus (3) at the Holder's
option, Default Interest, if
any, on the amounts referred to in the immediately preceding clauses (1) and/or (2) plus (4) at the Holder's
option,
any amounts owed to the Holder pursuant to Sections 1.3
and 1.4(g) hereof.


 


		12	Conversion Price.



 


(a)   
Calculation of Conversion Price. The
Conversion Price
shall be the Variable Conversion Price (as
defined herein) (subject,
in each case,
to equitable adjustments for stock splits, stock dividends or
rights offerings 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) (also subject to adjustment as further described
herein). The "Variable Conversion
Price" shall mean 60% multiplied by the Market Price
(as defined herein)
(representing a discount rate of 40%). "Market
Price" means
the lowest one (1) Trading
Price
(as defined below)
for the Common Stock during the thirty (30) Trading
Day period
ending, in Holder's sole discretion on
each conversion, on
either (i) the last complete Trading Day
prior to the Conversion Date or
(ii) the Conversion Date. "Trading
Price"
means, for any security as of any date,
the lowest traded price on the Over-the-
Counter Pink Marketplace, OTCQB, or applicable trading
market (the "OTCQB") as reported by a reliable reporting
service ("Reporting Service")
designated by the
Holder (i.e.
www.Nasdaq.com) or, if the OTCQB is
not the principal trading market for such security, on
the principal securities exchange or trading
market where such security is listed or traded or, if
the·lowest
intraday trading price of such security is
not available in any of the foregoing manners, the lowest
intraday price of any market makers for such security that are quoted on the OTC Markets. If
the Conversion Price on the date in which
the Holder
actually receives the Conversion Shares (each a "Share
Delivery Date") is less
than the Conversion Price in the respective Notice of Conversion, then the Conversion Price in the respective
Notice of Conversion shall be retroactively adjusted
downward to equal the Conversion Price on the Share Delivery
Date. If the
Trading Price
cannot be calculated for such security on such date in the manner provided above, the Trading Price
shall be the fair market value as mutually determined
by the Borrower and the
holders of a majority in interest of the Notes being converted
for which the calculation of the Trading Price
is required in order to determine the Conversion Price
of such Notes. "Trading Day"
shall mean any day on which the Common Stock is tradable
for any period on the
OTCQB, or
on the principal securities exchange or other securities market on which the Common Stock is then being traded. Each time an Event
of Default (as
defined herein)
occurs while
this Note is outstanding, an additional discount
of five percent (5%) shall be factored
into the Variable Conversion Price. All
expenses incurred by Holder,
for the issuance
and clearing of the Common
Stock into which this Note is convertible into, shall immediately and automatically be added to the balance of the Note at such
time as the expenses are incurred by Holder.


 


Each
time, while this Note is outstanding, the Borrower enters
into a Section 3(a)(9) Transaction (as defined herein) (including but not limited
to the issuance of new promissory notes or of a replacement promissory note), or Section
3(a)(IO) transaction (as defined herein), in which any 3rd
party bas the right to convert monies owed to that 3rd
party (or receive shares pursuant to a settlement or otherwise) at a discount to market greater than the
Variable Conversion Price in
effect at that time (prior to all other applicable adjustments
in the Note),


 




    	 	3	 



    	 



    

 


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


 


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


 


(b)          
Authorized Shares.
The Borrower covenants
that during the period the conversion right exists, the Borrower
will reserve from its authorized and unissued Common
Stock a sufficient number of shares, free from preemptive rights,
to provide for the issuance of Common Stock upon
the full conversion of this Note. The
Borrower is required
at all times to have authorized and reserved
three times the number of shares that is actually issuable
upon full
conversion of the Note (based on the Conversion Price
of the Notes in effect from time to
time)(the "Reserved Amount"). The Reserved
Amount shall be increased from time to time in accordance
with the Borrower's obligations hereunder. The
Borrower represents that upon issuance,
such shares will be duly
and validly issued, fully paid and non-
assessable. In addition,
if the Borrower
shall issue any securities or
make any change to its capital structure which would
change the number
of shares of Common Stock
into which the Notes shall be convertible at the then current Conversion Price,
the Borrower
shall at the same time make proper
provision so that thereafter there shall be
a sufficient number of shares
of Common Stock authorized and
reserved, free from preemptive rights, for conversion
of the outstanding Notes.
The Borrower
(i) acknowledges that it has irrevocably instructed its
transfer agent to issue certificates for the Common Stock issuable upon conversion of
this Note, and agrees that its issuance of this
Note shall constitute full authority to its officers and agents
who are charged with the duty of
executing stock certificates to execute and issue
the necessary certificates for shares of Common Stock in accordance with the terms and conditions of this Note.


 




    	 	4	 



    	 



    

 


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


 





 


		13	Method of Conversion.



 


(a)  
Mechanics of Conversion. Subject to Section 1.1, this Note may be
converted by the Holder in whole or in part at any time on or after an Event of Default occurs under the Note, by submitting to
the Borrower a Notice of Conversion (by facsimile, e-mail or other reasonable means of communication dispatched on the Conversion
Date prior to 6:00 p.m., New York, New York time) and (B) subject to Section l.4(b), surrendering this Note at the principal office
of the Borrower.


 


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


 


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


 


(d)   
Delivery
of Common Stock Upon Conversion.
Upon receipt by the Borrower from the Holder of a facsimile transmission or e-mail
(or other reasonable means of communication) of a Notice of Conversion meeting the requirements for conversion as provided


 




    	 	5	 



    	 



    

 


in
this Section 1.4, the Borrower shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder certificates
for the Common Stock issuable upon such conversion within two (2) business days after such receipt (the "Deadline") (and,
solely in the case of conversion
of the entire unpaid principal amount hereof,
surrender of this Note) in accordance with the terms hereof.


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


 


(f)    
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 ("DTC") Fast Automated
Securities Transfer ("FAST") program, upon request
of the Holder and its
compliance with the provisions contained in
Section 1.1 and in this Section 1.4, the Borrower shall use its best efforts to cause
its transfer agent to electronically
transmit the Common Stock issuable upon conversion to the Holder by crediting the account of Holder's
Prime Broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system.


 


(g)   
Failure to Deliver Common Stock Prior to Deadline. Without in any way limiting
the Holder's right to pursue other remedies, including actual damages and/or
equitable relief, the parties agree that if delivery of the Common Stock issuable upon conversion of this Note is not delivered
by the Deadline (other than a failure due to the circumstances described in Section 1.3 above, which failure shall be governed
by such Section) the Borrower shall pay to the Holder $1,000 per day in cash,
for each day beyond the Deadline that the Borrower fails to deliver such Common Stock (unless
such failure results from war, acts of terrorism,
an epidemic, or natural disaster). Such cash amount shall be paid to Holder by the fifth day
of the month following the month in which it has accrued or,
at the option of the Holder (by written notice to the Borrower by the first day of the month following
the month in which it


 




    	 	6	 



    	 



    

 


has
accrued), shall be added to the principal
amount of this Note,
in which event interest
shall accrue thereon in accordance
with the terms of this Note and such additional principal amount shall
be convertible into Common
Stock in accordance
with the terms of this Note. The Borrower agrees
that the right to convert
is a valuable right to the Holder. The damages resulting
from a failure, attempt to frustrate, interference with such conversion right are difficult if
not impossible to qualify.
Accordingly the parties acknowledge that the liquidated damages
provision contained in this Section 1.4(g) are
justified.


 


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


 


"NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY
THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE
SECURITIES ARE EXERCISABLE
HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED,
OR APPLICABLE STATE SECURITIES LAWS.
THE SECURITIES MAY NOT BE OFFERED FOR
SALE, SOLD,
TRANSFERRED OR ASSIGNED (I)
IN THE ABSENCE
OF (A)
AN EFFECTIVE
REGISTRATION STATEMENT
FOR THE SECURITIES UNDER
THE SECURITIES ACT
OF 1933, AS
AMENDED, OR (B) AN OPINION
OF COUNSEL (WIDCH
COUNSEL SHALL BE
SELECTED BY THE HOLDER), IN A
GENERALLY ACCEPTABLE FORM, THAT
REGISTRATION IS NOT REQUIRED
UNDER SAID ACT OR
(II) UNLESS SOLD
PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT.
NOTWITHSTANDING THE FOREGOING, THE SECURITIES
MAY BE PLEDGED
IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT
OR


OTHER
LOAN OR FINANCING ARRANGEMENT
SECURED BY THE SECURITIES."


 


The
legend set forth above shall be removed and the Borrower shall issue to the Holder a new certificate
therefore free of any transfer legend if (i)
the Borrower or its
transfer


 




    	 	7	 



    	 



    

 


agent
shall have received an opinion of counsel, in form, substance and scope
customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer
of such Common Stock may be made without registration under
the Act, which opinion shall be accepted by the Borrower so that the sale or transfer is effected
or (ii) in the case of the Common Stock issuable upon conversion of this Note, such security is registered for sale by the Holder
under an effective registration statement filed under the Act or otherwise may be sold pursuant to Rule 144 without any restriction
as to the number of securities as of a particular date that can then be immediately sold. In
the event that the Borrower does
not accept the opinion of counsel provided by the Holder
with respect to the transfer of Securities pursuant to an exemption from registration,
such as Rule 144 or Regulation
S, at the Deadline, it will be considered an Event of Default pursuant
to Section 3.2 of the Note.


 


15       [Intentionally Omitted].


 


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


 


ARTICLE ll.
CERTAIN COVENANTS


 


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


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


 




    	 	8	 



    	 



    

 





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


 


ARTICLE III. EVENTS OF DEFAULT


 


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


 


3.1                                                 
Failure to
Pay Principal or Interest. The Borrower fails to pay the
principal hereof or interest thereon when due on this Note, which
shall be due on the earlier of (i) the Maturity Date and (ii) upon acceleration
or otherwise.


 


3.2                                                 
Conversion and the Shares. The Borrower fails
to reserve a sufficient amount
of shares of common
stock as required under the terms of this Note
(including Section 1.3 of this Note), fails
to issue shares of Common Stock to the Holder (or announces
or threatens in writing that it will not honor its
obligation to
do so)
upon exercise by the Holder of the conversion
rights of the Holder in accordance with the terms of this Note,
fails to transfer or cause its transfer agent
to transfer
(issue) (electronically or in certificated form) shares
of Common Stock issued
to the Holder upon conversion of or otherwise pursuant
to this Note as and when required by this Note,
the Borrower
directs its transfer agent not to
transfer or delays, impairs, and/or
hinders its transfer agent
in transferring (or
issuing) (electronically or
in certificated
form) shares of Common Stock to be issued to the Holder upon
conversion of or
otherwise pursuant to this
Note as and when
required by this
Note, or fails to remove (or directs its
transfer agent not to
remove or impairs, delays, and/or hinders
its transfer agent from removing) any restrictive legend
(or to withdraw any stop transfer
instructions in respect thereof) on any shares of Common Stock issued to the Holder upon conversion of
or otherwise pursuant to this
Note as and when required by this Note (or makes
any written announcement, statement or threat that it does not
intend to honor the obligations described in this
paragraph) and any such failure
shall continue
uncured (or any written announcement, statement
or threat not to honor its
obligations shall not
be rescinded in writing) for two
(2) business days after the
Holder shall have delivered a
Notice of Conversion. It is an obligation of the
Borrower to
remain current in its obligations to its transfer
agent. It shall
be an event
of default of this Note, if a conversion of this Note
is delayed, hindered or frustrated due to a balance owed by
the Borrower to its transfer agent. If at the option of the
Holder, the Holder advances any funds to the Borrower's
transfer agent in order to
process a conversion, such advanced funds shall
be paid by the Borrower to the
Holder within five (5) business days, either in cash or as an
addition to the balance of the Note, and
such choice
of payment method is at
the discretion of the Borrower.


 


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


 




    	 	9	 



    	 



    

 


Borrower
from the Holder or after five (5) days after the Borrower should have been aware of the breach.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


3.11                                            
Cessation of Operations. Any cessation of operations by Borrower or Borrower admits it is otherwise generally unable
to pay its debts as such debts become due, provided, however, that any disclosure of the Borrower's ability to continue as a


"going
concern" shall not be an admission that the Borrower cannot pay its debts as they become due.


 


		3.12	Financial Statement Restatement. The Borrower replaces its



 




    	 	10	 



    	 



    

 


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


 


3.13                                                      
Failure to Draw Down.
The Borrower fails
to deliver a
put notice to the Holder
pursuant to the EPA
during the initial six (6) month period immediately following the Issue
Date.


 


3.14                                                      
Replacement of
Transfer Agent. 1n the
event that the Borrower replaces
its transfer agent, and the Borrower fails
to provide prior to the effective
date of such replacement,
a fully executed Irrevocable Transfer
Agent Instructions (including
but not limited to
the provision to irrevocably
reserve shares of
Common Stock in the Reserved Amount)
signed by the successor transfer agent to Borrower and
the Borrower that reserves the greater of


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


 


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


 


3.16                                                      
Inside Information.
Any attempt by the Borrower
or its officers,
directors, and/or
affiliates to transmit, convey,
disclose, or any
actual transmittal,
conveyance, or disclosure by
the Borrower or its
officers, directors, and/or affiliates of, material
non-public information concerning the Borrower, to the Holder or
its successors and assigns,
which is not immediately cured by Borrower's
filing of a Form 8-K
pursuant to Regulation FD
on that same date.


 


3.17                                                     
No Bid.
At any time while this Note is outstanding, the lowest Trading
Price on the OTCQB
or other applicable principal trading market for the Common Stock
is equal to or less than
$0.001.


 


3.18                                                     
Prohibition on
Debt and Variable
Securities. So long as the Note is outstanding, the Borrower
shall not, without written consent of the Investor,
issue any Variable Security (as defined herein),
unless (i) the Borrower
is permitted to pay off the Note in cash at the time of the issuance of the respective
Variable Security and
(ii) the Borrower pays
off the Note, pursuant to the terms of the Note, in cash at the time of the
issuance of the respective


 




    	 	11	 



    	 



    

 


Variable
Security. A Variable Security shall mean any
security issued by the Borrower (other than
this note or other notes with the Holder)
that (i) has or may
have conversion rights of any kind, contingent, conditional
or otherwise in which the number of shares that may be issued pursuant to such conversion right varies with the market price of
the common stock; (ii) is or may become convertible into common stock (including without limitation convertible debt,
warrants or convertible preferred stock), with a conversion or exercise price that varies with
the market price of the common stock, even
if such security only becomes convertible or exercisable following an event of default,
the passage of time,
or another trigger event or condition; or (iii) was issued
or may be issued in the future in exchange for or in connection with any contract, security, or instrument, whether convertible
or not, where the number of shares of common stock issued
or to be issued is based upon or
related in any way to the market price of the
common stock, including, but not limited to,
common stock issued in connection with a Section
3(a)(9) exchange, a Section 3(a)(l0) settlement, or any other similar settlement or exchange.


 


3.19                                                     
Failure to Repay Upon Qualified Offering.
The Borrower fails to repay this Note, in its entirety, pursuant
to the terms of the Note, with funds
received from its next completed
offering of $1,000,000.00
or more (consummated on or after the Issue Date).


 


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


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


3.15,
3.16, 3.17, 3.18, and/or 3.19, the Note
shall become immediately due and
payable and the Borrower shall pay
to the Holder, in full satisfaction of its
obligations hereunder, an
amount equal to 140%
(plus an additional 5% per each additional Event of Default
that occurs hereunder) multiplied by the then outstandingentire
balance of the Note (including principal and accrued and
unpaid interest) plus Default Interest,
if any. plus any amounts
owed to the Holder pursuant
to Sections 1.4(g) hereof (collectively, in the aggregate of all
of the above, the "Default Sum"), and all other amounts
payable hereunder shall immediately become due and payable,
all without demand, presentment or notice, all
of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection,
and the Holder shall be entitled to exercise all other rights and remedies
available at law or in
equity.


 


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


 


ARTICLE IV
. MISCELLANEOUS


 


4.1       Failure
or 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


 




    	 	12	 



    	 



    

 


waiver
thereof, nor shall any single or partial exercise of any
such power, right or privilege preclude other or further
exercise thereof or of any other right, power or privileges.
All rights and remedies existing hereunder are cumulative to, and not exclusive of,
any rights or remedies otherwise
available.


 


42       Notices.
All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder
shall be in writing and, unless otherwise
specified herein, shall be (i) personally served,
(ii) deposited in the mail,
registered or certified, return receipt
requested, postage prepaid, (iii)
delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand
delivery, telegram, facsimile, or electronic mail addressed as set forth below or
to such other address as such party shall have specified
most recently by written notice. Any notice or other communication
required or permitted to be given hereunder shall be deemed effective (a) upon hand
delivery, upon electronic mail delivery,
or delivery by facsimile,
with accurate confirmation generated by the transmitting facsimile machine, at the address
or number designated below (if delivered
on a business day during normal business
hours where such notice is
to be received), or the
first business day following such delivery (if delivered other
than on a business day during normal business hours where
such notice is to be received) or (b) on the second business
day following the date of mailing by express courier service,
fully prepaid, addressed to such address, or upon actual
receipt of such mailing, whichever shall first occur. The addresses
for such communications shall be:


 


If to the Borrower, to:


 


AIM EXPLORATION, INC.


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


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


L2 CAPITAL, LLC


8900 State
Line Rd., Suite
410


Leawood, KS
66206


e-mail: investments@ltwocapital.com


 


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


 


4.4       Assignability.
This Note shall be binding upon the Borrower and its successors and assigns, and shall inure to be the benefit of
the Holder and its
successors and assigns. Each transferee of this Note must
be an "accredited investor" (as defined in Rule 501(a) of the 1933 Act). Notwithstanding
anything in this Note to the contrary, this Note may be


 




    	 	13	 



    	 



    

 


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


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


 


 


4.6                                                   
Governing Law.
This Note
shall be governed by and
construed in accordance with the
laws of the
State of Nevada without regard to principles of
conflicts of laws. Any action brought by either party against
the other concerning the transactions contemplated by
this Note
shall be
brought only in the
state and/or federal
courts of
Johnson
County, Kansas. The parties to this
Note hereby irrevocably waive any objection to
jurisdiction and venue
of any
action instituted hereunder and shall
not assert
any defense based on
lack of jurisdiction or venue
or based upon forum
non conveniens.
The Borrower
and Holder waive trial by jury. Toe prevailing party shall be
entitled to
recover from the
other party its
reasonable attorney's
fees and costs. In
the event that any provision of this Note or any
other agreement delivered in connection
herewith is invalid or unenforceable under any
applicable statute
or rule of
law, then such
provision shall
be deemed inoperative
to the extent
that it may conflict therewith and shall
be deemed modified to conform
with such statute
or rule of law.
Any such provision which may prove invalid or unenforceable
under any law
shall not affect the validity or
enforceability of any other provision
of any
agreement. Each party
hereby irrevocably waives personal service
of process
and consents
to process being
served in any suit,
action or
proceeding in
connection with this Agreement or any other
Transaction Document
by mailing
a copy thereof via registered or certified
mail or overnight delivery (with evidence
of delivery) to
such party at the address in effect
for notices to
it under this Agreement and agrees that such
service shall constitute good and sufficient
service of process and notice thereof. Nothing contained
herein shall be
deemed to limit in any way any
right to serve process in any other manner permitted
by law.


 


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


 


4.8                                                   
Remedies.
The Borrower acknowledges that a breach by it
of its obligations hereunder will cause
irreparable harm to the Holder,
by vitiating the intent and


 




    	 	14	 



    	 



    

 


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.


4.9                                                     
Repayment. Notwithstanding anything to the contrary contained in this Note, the Borrower may repay any amount outstanding
under this Note, at any time after the Issue Date, by making a payment to the Holder of an amount in cash equal to 135% multiplied
the amount that the Borrower is repaying. In order to repay this Note, the Borrower shall provide notice to the Holder ten (10)
business days prior to such respective repayment date, and the Holder must receive such repayment within twelve (12) business days
of the Holder's receipt of the respective repayment notice, but not sooner than ten (10) business days from the date of notice
(the "Repayment Period"). The Holder may convert the Note in whole or in part at any time during the Repayment Period,
subject to the tenns and conditions of this Note.


 


4.10                                             
Section 3(a)O0) Transactions.
If at any time while this Note is outstanding,
the Borrower enters into a transaction structured in accordance
with, based upon, or related or pursuant to, in whole or in part, Section 3(a)(l0) of the Securities Act (a "3(a)(10) Transaction"),
then a liquidated damages charge of 100% of the outstanding principal balance of this Note at that time, will be assessed and will
become immediately due and payable to the Holder, either in the form of cash payment, an
addition to the balance of the Note, or a combination of both forms of payment, as determined by the Holder.


 


		4.11	[Intentionally Omitted].



 


		4.12	(Intentionally Omitted].



 


4.13                                              
Terms of Future Financings. So long as this Note is outstanding, upon any issuance
by the Borrower or any of its subsidiaries of any security
with any term more favorable to the holder of such security or with a term in favor of the holder of such security that was not
similarly provided to the Holder in this Note (except with respect to any other security issued to, or any other agreement with,
the Holder), then the Borrower shall notify the Holder of such additional or more favorable term and such term, at Holder's option,


shall
become a part of the transaction documents with the Holder. The types of terms contained in another security that may be more favorable
to the holder of such security include, but are not limited to, terms addressing conversion discounts,
prepayment rate, conversion
look back periods, interest rates, original issue discounts, stock
sale price, private
placement price per share, and warrant coverage.


 


4.14                                               Usury.
If it shall be found that any interest or other amount deemed interest due hereunder violates the applicable law governing
usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the
maximum rate of interest permitted under applicable law. The
Borrower covenants (to the extent that it may
lawfully do so) that it shall not at any time insist
upon, plead, or in any manner whatsoever claim or
take the benefit or advantage of, any stay, extension or
usury law or other law which would prohibit or forgive the Borrower
from paying all or any portion of the principal of or
interest on this Note as contemplated herein, wherever enacted, now
or at any time hereafter in force,
or which may affect the covenants or the performance
of this Note, and the Borrower (to the extent it may
lawfully do so) hereby expressly waives all benefits
or advantage of any such law, and covenants that it will not,
by resort to any such law, hinder, delay or impede
the execution of any
power


herein
granted to the Holder, but will suffer and permit the execution of
every such as though no such law has been enacted.




    	 	15	 



    	 



    

 


IN
WITNESS WHEREOF, Borrower has caused this Note to be signed in
its name by its duly authorized officer this September 11, 2017.


 


AIM EXPLORATION,
INC.


 


 


By: /s/ James
Todhunter


Name: James Todhunter


Title: Chief Executive
Officer


 




    	 	16	 



    	 



    

 


 


 


EXHIBIT A -
NOTICE OF CONVERSION


 


The
undersigned hereby elects
to convert $_
_ _ _


principal
amount of the


Note
(defined below) into that number of shares of Common Stock
to be issued pursuant to the conversion of the Note ("Common
Stock") as set forth below, of AIM EXPLORATION,
INC., a Nevada corporation (the "Borrower") according to the conditions of the promissory
note of the Borrower dated as of September 11, 2017 (the ''Note"), as
of the date written
below. No fee will be charged to the Holder
for any conversion, except for transfer taxes, if
any.


 


Box Checked
as to applicable instructions:


 


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


 


Name of
DTC Prime Broker: Account Number:


 


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


 


L2
CAPITAL, LLC


8900 State Line
Rd., Suite 410


Leawood,
KS 66206


e-mail: investments@ltwocapital.com


 


Date of Conversion:


Applicable
Conversion Price:$_
_ _


Number of Shares of Common Stock to
be Issued


Pursuant
to Conversion of the Notes:  Amount of
Principal Balance Due remaining


Under
the Note after this
conversion: 


 


L2 CAPITAL, LLC


 


By:


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


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


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


 






    	 	17