NEITHER
THE ISSUANCE AND SALE OF
THE SECURITIES REPRESENTED
BY THIS CERTIFICATE
NOR THE SECURITIES
INTO WHICH
THESE
SECURITIESARE
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 IN THE ABSENCE
OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE
SECURITIES UNDER THE
SECURITIESACT
OF 1933, AS AMENDED, OR
(B) AN OPINION
OF COUNSEL (WHICH
COUNSEL SHALL BE SELECTED
BY THE HOLDER),
IN A GENERALLY ACCEPTABLE FORM,
THAT REGISTRATION
IS NOT REQUIRED UNDER SAID ACT.
NOTWITHSTANDING THE
FOREGOING,
THE SECURITIES
MAY BE PLEDGED IN CONNECTION WITH
A BONA FIDE
MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED
BY THE SECURITIES.


 


 


Principal Amount:
$33,000.00
Purchase Price: $33,000.00


Issue
Date: June
26, 2017


 





 


 


CONVERTIBLE
PROMISSORY NOTE


 


FOR
VALUE RECEIVED, AIM
EXPLORATION INC., a
Nevada corporation {hereinafter called the " Borrower " ),
hereby promises to pay to the order of POWER
UP LENDING GROUP LTD.,
a Virginia corporation,
or registered assigns {the "Holder"
) the sum of $33,000.00 t ogether
with any interest
as set forth herein,
on March 30, 2018 (the "M at1,1ri
t y Date"
), and to pay interest on the unpaidprinc ipal
balance
hereof at the rate of twelve percent (12%){the
"Interest Rate
" ) per annum from the date hereof (the "IssueDat
e"
) until the
same becomes due and
payable, whether at maturity
or upon acceleration or by prepayment or ot herwise.
This Note may not be prepaid
in whole or in
part
except
as otherwise explicitly
set fo rth herein.
Any amount of principal
or interest on this
Note which is not paid when
due shall bear interest at the rate of twenty two
percent (22%) per annum from the due
date thereof until the same is paid ("Default Interest"
). Interest shall be computed on the basisof
a 365-day year and the actual number of days elapsed. All
payment s d
ue hereunder
(to the extent
not converted into
common st
ock, $0.001
par value per share
(the "Common Stoc k") in accordance with the
terms hereof) shall be made in lawf ul money of the United
States of America. All payments
shall be made at such address as t he
Holder shall hereafter give to the Borrower by writt
en notice made in accordance
with the
provisions
of th is
Note. Each capitalized
term used
herein, and not otherwisedefined,
shall have t he
meaning ascribed thereto in
that certain Securities Purchase
Agreement dated the date hereof,
pursuant to which this Note was originally issued (the "Purchase
Agreement"
).


 


This
Note
is free from
all taxes, liens,
claims
and encumbrances
with resp ect
to the issue thereof
and shall not be subject
to preemptive
rights or other similar rights of shareholders of the Bor rower
and will notimpose personal liability upon t he holder
thereof.


 


The following terms shall apply to this
Note:


 


ARTICLE
I. CONVERSION RIGHTS


 


1.1                  
Conversion
Right . The Holder
shall have the right from time to time,
and at any time during the period beginning
on the date which is one hundred
eighty (180) days followi ng
the dat e of this
Note and ending on t he
later of:
(i) the Maturi ty Date
and (ii) the
date of payment of the
Default Amount
(as defined in Article
Ill ), each
in respect of the remaining outstanding
principal
amount of this
Note to convert all or any part of the outstanding and unpaid principal amount of this Note into fully paid


 




    	 	1	 



    	 



    

 


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 lim itat
ion on conversion or exercise analogous to the
limitations contained herein)
and (2) the number of shares
of Common Stock issuable upon
the conversion of the portion of
this Note with respect to which the determination of this
proviso is being made, would result in beneficial ownership
by the Holder and its affiliates of more than 4.99% of
the outstanding shares of Common Stock. For
purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined
in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"),
and Regulations 13D-G thereunder, except as otherwise
provided in clause (1) of such proviso. The
beneficial ownership limitations on conversion as set forth in
the section may NOT be waived by the Holder. The number of
shares of Common Stock to be issued upon each conversion
of this Note shall be determined by dividing
the Conversion Amount (as defined below) by
the applicable Conversion Price
then in effect on the date
specified in the notice
of conversion, in the form attached hereto as Exhibit
A (the "Notice of Conversion"), delivered to the Borrower by the Holder in
accordance with Section 1.4 below; provided that the Notice of Conversion is submitted by facsimile or e-mail (or by
other means resulting in,
or reasonably expected to result in, notice) to the Borrower
before 6:00 p.m., New York, New York time
on such conversion date (the "Conversion Date");
however, if the Notice of Conversion is sent after 6:00pm,
New York, New York time the Conversion Date shall be the
next business day.
The term "Conversion Amount" means, with respect to any conversion of this
Note, the sum of (1) the principal amount of this Note
to be converted in such conversion 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 Conversion Date, (3) at the Holder's
option, Default Interest, if any, on the
amounts referred to in the
immediately preceding clauses (1) and/or (2)


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


 


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


 




    	 	2	 



    	 



    

 


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


 


1.3                 
Authorized Shares. The
Borrower covenants that
during the period the conversion right
exists, the Borrower
will reserve from its authorized
and unissued Common
Stock a sufficient number of shares,
free from preemptive rights,
to provide for the
issuance of Common Stock
upon the full
conversion of this Note
issued pursuant to the Purchase
Agreement. The Borrower is required at
all times to have authorized and reserved
six times the number of shares
that would be issuable upon full
conversion of the Note (assuming that the 4.99% limitation
set forth
in Section 1.1
is not in
effect)(based on the
respective Conversion Price
of the Note (as defined
in Section 1.2) in effect from
time to time, initially 56,450,463 shares)(the "Reserved Amount").
The Reserved Amount shall
be increased (or decreased with
the written consent of the Holder) from time
to time in accordance
with the Borrower's obligations
hereunder. The Borrower represents that upon
issuance, such shares will be
duly and validly issued, fully paid and
non-assessable. In addition,
if the Borrower shall
issue any securities or make
any change to its capital stru
cture which
would change the number of
shares of Common Stock into
which the Notes
shall be convertible
at the then current Conversion Price, the Borrower shall
at the same time
make proper provision so that thereafter there
shall be a sufficient
number of shares of Common Stock authorized and reserved,
free from preemptive rights, for conversion of
the outstanding Note. The Borrower
(i) acknowledges that it has irrevocably issues to Holder a fully
executed irrevocable issuance resolution
(the " Irrevocable
Transfer Agent Resolution") to
be completed
by the Holder
and delivered to the
Borrower's transfer agent, by the Holder together with a
conversion notice and appropriate opinion
of counsel
in connection with
each conversion of this
Note; and the Borrower hereby
gives Buyer the authority
to complete and
deliver the Irrevocable
Transfer Agent Resolution
to the Borrower's transfer agent
in connection with each conversion of the
Note,
and (ii) agrees
that its issuance of this Note
shall constitute full
authority to its
officers and agents who
are charged with the
duty of executing stock
certificates to execute and
issue the necessary certificates for shares of
Common Stock in
accordance with the terms and
conditions of this Note.


 


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


 


		1.4	Method of
Conversion.



 


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


 


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


,




    	 	3	 



    	 



    

 


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


 


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


 


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


 


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


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


 




    	 	4	 



    	 



    

 


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


 


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


 


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


 


		1.6	Effect of Certain Events.



 


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


individual,
corporation, limited liability company, partnership, association,
trust or other entity or organization.


 


(b)          
Adjustment Due to Merger, Conso
lidation,
Etc. If, at any time when
this Note is issued and
outstanding and prior to conversion of all of the Note, there shall be any merger, consolidation, exchange of shares, recapitalization,
reorganization, or other similar event, as a result of which shares of Common Stock of the Borrower
shall be changed into
the same or a different number of shares of another class or classes of stock or
securities of the Borrower or another entity, or in case of any sale or conveyance
of all or substantially all of the assets of the Borrower other than in connection
with a


plan of complete liquidation
of the Borrower, then the Holder of this Note shall thereafter
have the rgi ht


to
receive upon conversion of this Note, upon
the basis and upon the terms and conditions specified herein and in
lieu of the shares of Common Stock
immediately theretofore issuable upon conversion, such
stock, securities or assets which the Holder would have
been entitled to receive in
such transaction had


 




    	 	5	 



    	 



    

 


this
Note been converted in full immediately prior to such transaction
(without regard to any limitations
on conversion set forth herein), and
in any such case appropriate provisions shall be
made with respect to the
rights and interests of the Holder of this Note to the
end that the provisions hereof (including, without
limitation, provisions for adjustment of the
Conversion Price and of the number of
shares issuable upon conversion of the Note) shall thereafter
be applicable, as nearly as may be practicable in relation to
any securities or assets thereafter deliverable
upon the conversion hereof. The Borrower
shall not affect any
transaction described in this Section 1.6(b)
unless (a) it first
gives, to the extent
practicable, ten (10) days prior
written notice (but in any
event at least five (5) days prior written notice) of the
record date of the special meeting of shareholders to approve, or
if there is no such record date, the
consummation of, such merger, consolidation, exchange of
shares, recapitalization, reorganization
or other similar event
or sale of assets (during
which time the Holder
shall be entitled to convert this Note) and (b)
the resulting successor or acquiring entity (if not the
Borrower) assumes by written instrument
the obligations of this Note. The above provisions
shall similarly apply to successive
consolidations, mergers, sales,
transfers or share
exchanges.


 


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


 


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


 





 


Prepayment
PeriodPrepayment Percentage




    	 	6	 



    	 



    

 


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

        (31)
        days following the Issue Date
        and ending
        on the date which is
        sixty (60) days following
        the Issue Date.
	113%
	
        3.       The
        period beginning on the
        date which is sixty-one

        (61)
        days following the Issue Date and ending
        on the date which is ninety
        (90) days following the Issue Date.
	116%
	
        4.
        The period beginning
        on the date that is ninety-one

        (91)
        day from the Issue Date and ending one hundred twenty (120)
        days following the Issue Date.
	119%
	
        5.       The
        period beginning on the date that is one hundred

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

        fifty-one
        (151) day from the Issue Date and ending one hundred
        eighty (180) days following
        the Issue Date.
	123%


 


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


 


ARTICLE II. CERTAIN COVENANTS


 


 


	
        I



 


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


 


ARTICLE Ill. EVENTS OF DEFAULT


 


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


 


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


 


3.2         
Conversion and the Shares. The Borrower fails to
issue shares of Common Stock to the
Holder (or announces or threatens in
writing that it
will not honor its obligation
to do so) upon
exercise by the
Holder of the
conversion rights of the Holder in accordance with the
terms of this Note,
fails to transfer or
cause its transfer agent
to transfer (issue) (electronically or in
certificated form) any certificate for shares of Common Stock issued to the Holder
upon conversion of or otherwise pursuant
to this Note as and
when required by this
Note, the Borrower directs
its transfer agent not
to transfer or delays,
impairs, and/or hinders its transfer
agent in transferring
(or issuing) (electronically or in certificated
form) any certificate for shares
of Common Stock to be
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 certificate for any shares of Common Stock
issued to the
Holder upon conversion of or otherwise pursuant to
this Note as and
when required by this
Note (or makes any
written announcement, statement or
threat that it does not
intend to honor the obligations described in this paragraph)
and any such failure shall continue uncured (or any written
announcement, statement or threat not to honor its obligations shall not be
rescinded in writing) for three (3) business
days after the Holder shall
have delivered a Notice of Conversion. It is an obligation
of the Borrower to remain
current in its obligations
to its transfer agent. It
shall be an event of
default of this Note, if a conversion of this Note is
delayed, hindered or
frustrated due to a balance
owed by the Borrower to its transfer agent. If
at the option of the Holder, the Holder advances any funds
to the Borrower's transfer
agent in order to process a conversion, such advanced funds shall be paid by the Borrower to the Holder within forty-eight (48)
hours of a demand from
the Holder.


 


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


 


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


will
have) a material adverse effect on the rights of the Holder with respect to
this Note or the Purchase Agreement.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    	 	7	 



    	 



    

 


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


 


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


 


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


 


Upon
the occurrence and during the continuation of any Event of
Default specified in Section 3.1 (solely with respect to failure
to pay the principal hereof or interest thereon when due at the Maturity
Date), the Note shall become immediately due and payable
and the Borrower shall pay to the Holder, in full satisfaction
of its obligations hereunder, an amount equal to the Default
Sum (as defined herein). UPON THE OCCURRENCE AND DURING
THE CONTINUATION OF ANY EVENT OF DEFAULT SPECIFIED IN
SECTION 3.2, THE NOTE SHALL BECOME IMMEDIATELY DUE
AND PAYABLE AND THE BORROWER SHALL PAY TO THE
HOLDER, IN FULL SATISFACTION OF ITS OBLIGATIONS HEREUNDER,
AN AMOUNT EQUAL TO: (Y) THE


DEFAULT
SUM (AS DEFINED HEREIN); MULTIPLIED BY (Z) TWO (2).
Upon the occurrence and during the continuation of
any Event of Default specified in Sections 3.1
(solely with respect to failure to pay the
principal hereof or interest thereon
when due on this Note upon a Trading Market
Prepayment Event pursuant to Section 1.7 or upon
acceleration), 3.3, 3.4, 3.7, 3.8, 3.10, 3.11, 3.12, 3.13, and/or 3.14 exercisable through the delivery of
written notice to the Borrower by
such Holders (the "Default Notice"), and upon the occurrence of an Event of Default specified
the remaining sections of Articles Ill (other than
failure to pay the principal hereof or interest thereon at
the Maturity Date specified in Section 3,1 hereof),
the Note shall become immediately due
and payable and the Borrower shall pay to the Holder, in
full satisfaction of its obligations hereunder, an
amount equal to the greater of (i) 150% times the sum
of (w) the then outstanding principal amount of this Note (x)
accrued and unpaid interest on the unpaid principal amount of
this Note to the date of payment (the "Mandatory Prepayment Date") (y)
Default Interest, if any,
on the amounts referred to in clauses (w) and/or (x)
(z) any amounts owed to the Holder pursuant to
Section 1.4(e) hereof (the then outstanding principal amount
of this Note to the date of payment the amounts
referred to in clauses (x), (y) and (z) shall
collectively be known as the "Default Sum")
or (ii) the "parity value" of the Default
Sum to be prepaid, where parity value means (a)
the highest number of shares of Common
Stock issuable upon conversion of or otherwise
pursuant to such Default Sum in accordance with Article I, treating
the Trading Day immediately preceding the Mandatory Prepayment Date as
the "Conversion
Date" for purposes of determining the lowest applicable
Conversion Price, unless the Default Event arises as
a result of a breach in respect of a
specific Conversion


 




    	 	8	 



    	 



    

 


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


 


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


 


ARTICLE IV. MISCELLANEOUS


 


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


 


4.2                
Notices. All notices, demands,
requests, consents,
approvals, and
other communications required or permitted
hereunder shall be in writing and, unless otherwise specified herein, shall
be (i) personally served,
(ii) deposited in the mail, registered
or certified, return
receipt requested, postage
prepaid, (iii) delivered by reputable air courier service with charges prepaid ,
or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as
set forth below or to such other address as such party shall have specified most recently by
written notice. Any
notice or other
communication
required or permitted to be
given hereunder shall be deemed effective (a) upon hand delivery
or delivery by facsimile, with
accurate confirmation generated by the transmitting
facsimile
machine, at
the address or number designated
below (if delivered on a business day
during normal
business hours
where such notice is to be received),
or the first business
day following such delivery (if delivered other than on a business
day during normal business hours where such notice is to
be received) or (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, Nevada 89012


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


Email:
bob.todhunter@ai mexploration.com If
to the Holder:




    	 	9	 



    	 



    

 


POWER UP LENDING
GROUP LTD.


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


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


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


111 Great Neck Road, Suite 216


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


e-mail: allison@nwlaw.com


 


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


 


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


 


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


 


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


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


to
recover from the other party its reasonable attorney's
fees and costs. In the event that any provision of this Note or any other agreement delivered in connection
herewith is invalid or unenforceable under any applicable statute or rule of law, then
such provision shall be deemed inoperative to the
extent that it may conflict
therewith and shall be deemed modified to conform with
such statute or rule of law. Any such provision which may
prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement.
Each party hereby irrevocably waives personal service of process and
consents to process being served in any suit, action or
proceeding in connection with this Note, any agreement or any other document delivered in connection with this Note by mailing
a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party
at the address in effect for notices to
it under this Note and agrees that such service shall constitute


 




    	 	10	 



    	 



    

 


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


 


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


 


IN
WITNESS WHEREOF, Borrower
has caused this Note to be
signed in its name
by its duly author ized
officer this on June
26, 2017


 


 


AIM EXPLORATION, INC.


 


By: /s/
James Robert Todhunter


James RobertTodhunter


President and Chief Executive Officer


 


 







    	 	11	 



    	 



    

 


 


 


IN
WITNESS WHEREOF, the undersigned Buyer and the Company have caused this Agreement
to be duly executed as of the date first above writt en.


 


AIM EXPLORATION, INC.


 


By: /s/
James Robert Todhunter


James RobertTodhunter


President and Chief Executive Officer


 


 


 


	POWER UP LENDING GROUP LTD.	 	 
	B_y:  _    _    _    _    _    _    _    _    _    _    _    _	
	Name: Curt Kramer	 
	Title: Chief Executive Officer 111 Great Neck Road, Suite 216 Great Neck, NY 11021	 
	
         

        AGGREGATE
        SUBSCRIPTION AMOUNT:
	 
	Aggregate Principal Amount of Note:	 	$33,000.00
	Aggregate Purchase Price:	 	$33,000.00


 



    	 	12