SECURITIES EXCHANGE AND SETTLEMENT AGREEMENT


 


This Exchange and Settlement
Agreement, dated as of October 24, 2014 (this "Agreement"), between Aja Cannafacturing, Inc., a Nevada corporation
(inclusive of any Subsidiaries, "Issuer"), and Beaufort Capital Partners LLC ("Investor") (Issuer
and Investor may hereinafter be referred to individually as a "Party" or jointly as the "Parties").


 


WHEREAS, Issuer issued
a certain debt security in the form of a promissory note, dated November 27, 2012, in the face amount of $51,800, which promissory
note was amended on February 28, 201 3 to increase the face amount to $183,497.72, and further amended on May 31, 2013 to increase
the face amount to $289,997.72, to Investor a copy of which amended promissory note is annexed hereto as Exhibit A and made
a part hereof (the "Debt Securities Instrument");


 


WHEREAS, notwithstanding
that, in accordance with its stated terms, the Debt Securities Instrument has no rights of convertibility into shares of the common
stock of Issuer, $0.00 I par value per share (the "Issuer Common Stock"), and without regard to the Jack of such
an existing "conversion" provision in the Debt Securities Instrument, Investor desires to exchange the Debt Securities
Instrument from time to time hereinafter for equity securities in the form of unrestricted shares of Issuer Common Stock, and Issuer
desires to facilitate such exchange. in each case pursuant to their respective economic interests and in each case as more specifically
and fully set forth herein; and


WHEREAS, subject to certain
conditions, and pursuant to Section 3(aX9J of the Securities Act, one or more exchanges of the Debt Securities Instrument for shares
of Issuer Common Stock (each, a "3(a)(9) Exchange") while beneficially held by Investor is/are eligible to be
effected without registration as more specifically and fully provided herein;


 


NOW, THEREFORE, the Parties
hereby acknowledge, represent. warrant, covenant and agree, in each case as applicable, as follows for the benefit of each other
legal counsel and securities transfer agent professionals involved in any one or more J(aX9) Exchanges hereunder (such transactions
collectively, the "Transactions''):




    	 



    	 



    

 


1.                  
Recitals. The foregoing recitals arc hereby incorporated by reference into this Agreement
and made a part hereof.


 


2.                  
Definitions. For purposes of this Agreement, the following terms when appearing in
their capitalized forms as follow shall have the corresponding assigned meanings:


 


"3(a)(9) Exchange''-
shall have the meaning specified in the fifth paragraph of the recitals to this Agreement.


 


"Affiliate"
- with respect to any specified Person, any other Person who, directly or indirectly through one or more intermediaries, Controls,
is Controlled By, or is Under Common Control With, such specified Person.


"Agreement"
-shall have the meaning specified in the preamble above.


 


"Authorization'"
- any authorization, approval, consent, certificate license, permit or franchise of or from any Governmental Authority or pursuant
to any Law.


 


"Beneficial Owner"
- with respect to any shares means a Person who shall be deemed to be the beneficial owner of such shares (i) which such Person
or any of its Affiliates or associates (as such term is defined in Rule I 2 b-2 promulgated under the Exchange Act) beneficially
owns, directly or indirectly, (ii) which such Person or any of its Affiliates or associates has, directly or indirectly, (A) the
right to acquire (whether such right is exercisable immediately or subject only to the passage of time), pursuant to any agreement,
arrangement or understanding or upon the exercise of consideration rights exchange rights. warrants or options, or otherwise, or
{B) the right to vote pursuant to any agreement, arrangement or understanding, (iii) which are beneficially owned, directly or
indirectly, by any other Persons with whom such Person or any of its Affiliates or associates or any Person with whom such Person
or any of its Affiliates or associates has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting
or disposing of any such shares, or (iv) pursuant to Section 13{d) of the Exchange Act and any rules or regulations promulgated
thereunder.




    	2



    	 



    

 


"Clearing Date"
the first date upon which both (i) the Exchange Shares under any Exchange Notice have been deposited into the Investors designated
brokerage account, and (ii) the Investor has thereafter received confirmation from its brokerage firm that it may execute trades
involving such Exchange Shares.


 


"Control"
(including "Controlled By" and "Under Common Control With'') - the possession, directly or indirectly
or as trustee or executor, of the power to direct or cause the direction of the management and policies of a Person, whether through
the ownership of voting securities, as trustee or executor, by contract or credit arrangement or otherwise.


 


"Current Form 10
Information" - for a given registrant/company, such infom1ation as is or may he required by the SEC to satisfy the financial
and other disclosure requirements of SEC Form I 0 within the meaning of Rule 144.


 


"Current Public Information"
- in an appropriate format the information concerning a given issuer specified in paragraphs (a)(5)(i) to (xiv) inclusive, and
paragraph (a)(5)(xvi), of Rule 15c2-l 1 of the Rules and Regulations promulgated under the Exchange Act.


 


"Debt Securities
Instrument" - shall have the meaning specified in the first paragraph of the recitals to this Agreement.


 


"DTC" -The
Depository Trust Company, a subsidiary of DTCC.


 


"DTCC" -
The Depository Trust & Clearing Corporation.


 


"DTC Eligibility"
/ "DTC Eligible" - in respect of a given security its eligibility to be traded electronically in book-entry form
through OTC.


 


"DWAC" -
DTC's Deposit Withdrawal Agent Commission system


 


"Exchange Act"
-the Securities and Exchange Act of I 934, as amended


 


"Exchange Amount"
- shall have the meaning specified in Section 2.1 of this Agreement.


 


"Exchange Cap"
- the maximum number of shares of Issuer Common Stock that Issuer may issue pursuant to this Agreement and the transactions contemplated
hereby without (i) breaching Issuer's obligations under the applicable rules of The Nasdaq Stock Market or any other Principal
Market on which the Issuer Common Stock may be listed or quoted, or (ii) obtaining stockholder approval under the applicable rules
of The Nasdaq Stock Market or any other Principal Market on which the Issuer Common Stock may be listed or quoted.


 


"Exchange Notice"
- a written notice to the Investor executed by a duly authorized officer of the Issuer and including an Exchange Request, in each
case as the same may be deemed amended in accordance with Section 2.4.3.4.


 


"Exchange Notice
Date" - shall have the meaning specified in Section 2.4.1 of this Agreement.




    	3



    	 



    

 


"Exchange Notice
Date/Time Stamp" - shall have the meaning specified in Section 2.4.l of this Agreement.


"Exchange Request"
-·shall have the meaning specified in Section 2.1 of this Agreement.


 


"Exchange Shares"
- shall have the meaning specified in Section 2.1 of this Agreement


 


"Exchange Shares
Delivery Period" - in relation to any given Exchange Notice, the period commencing upon the date and time indicated in
the Exchange Notice Date/Time Stamp and continuing thereafter for twenty-eight (28) Trading Hours.


 


"FAST Program"
– DTC’s Fast Automated Securities Transfer program, participation in which is a required for OTC Eligibility.


 


"FINRA"
- shall mean the Financial Industry Regulatory Authority.


 


"Governmental Authority"
means any entity or body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to
United States federal, state, local, or municipal government, foreign, international, multinational or other government, including
any department, commission. Board, agency, bureau, subdivision, instrumentality, official or other regulatory, administrative or
judicial authority thereof, and any non-governmental regulatory body to the extent that the rules and regulations or orders of
such body have the force of Law.


 


''Gypsy Swap"
- any series of transactions i n which, by arrangement or otherwise, the resale of an outstanding unrestricted security by the
then holder thereof results, directly or indirectly, and no matter the sequence of such transactions, in a capital infusion into
the issuing company.


 


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




    	4



    	 



    

 


"Issuer'" -shall
have the meaning specified in the preamble to this Agreement.


 


"Issuer Common Stock"
- shall have the meaning specified in the fourth paragraph of the recitals to this Agreement.


 


''Issuer's Share Delivery
Obligation" - shall have the meaning specified in Section 2.4.3.3 of this Agreement


 


"Knowledge"
- of a given Person, and with respect to any fact or matter, the actual knowledge of the directors and executive officers of such
Person and each of its Subsidiaries, together with such knowledge that such directors, executive officers and other employees could
be expected to discover after due investigation concerning the existence of the fact or matter in question.


 


"Law" means
any statute, law (including common Law) constitution, treaty, ordinance, code, order, decree, judgment, rule, regulation and any
other binding requirement or determination of any Governmental Authority.


 


"Liens"
means any liens, claims, charges, security interests, mortgages, pledges easements, conditional sale or other title retention agreements,
defects, in title, covenants or other restrictions of any kind, including, any restrictions on the use, voting, transfer or other
attributes of ownership.


 


"Material Adverse
Effect" - with respect to any Person, any stale of facts, development, even circumstance, condition. occurrence or effect
that, individually or taken collectively with all other preceding facts, developments, events, circumstances, c-0nditions, occurrences
or effects (a) is materially adverse to the condition (financial or otherwise), business, operations or results of operations of
such Person, or (b) impairs the ability of such Person to perform its obligations under this Agreement.


 


"Officer's Certificate"
- shall have the meaning specified in Section 2.4.3.2 of this Agreement.


 


"Officer's Certificate
Deadline'" - shall have the n1eaning specified in Section 2.4.3.2 of Agreement


 


"Officer's Certificate
Delivery Obligation" - shall have the meaning specified in Section 2.4.3.2 of this Agreement.




    	5



    	 



    

 


"Order"
- any award, injunction, judgment, decree, stay, order, ruling, subpoena or verdict, or other decision entered, issued or rendered
by any Governmental Authority.


 


"OTC" --over-the-counter


 


"OTCPink - Current"
- the OTCMarkets tier for companies that are not SEC Reporting Companies but that regularly tile and make available Current Public
Information reports and that are current in such filings as of the date hereof.


 


"OTCOB"-
the base level OTCMarkets tier for SEC Reporting Companies. "Ownership Limitation" -at any given point in time, 4.99%.


 


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


 


"Person"-
an individual, a corporation, a partnership, a limited liability company, a trust, an unincorporated association, Governmental
Authority, a person (including, without l imitation, a "person" as defined in Section I 3(dX3) of the Exchange Act),
or any political subdivision, agency or instrumentality of a Governmental Authority or any other entity or body.


 


"Pricing Period"
- in relation to any Exchange Shares, the twenty (20) Trading Days immediately preceding the date upon which Investor shall have
delivered to Issuer the corresponding Exchange Notice.


 


"Principal Market"
- as of any given date, whichever of the New York Stock Exchange, the Nasdaq Global Select Market, the Nasdaq Global Market, the
Nasdaq Capital Market, the American Stock Exchange, the OTCQB, or the OTCPink is at the time the principal trading exchange or
market for the Issuer Common Stock.


 


"Proceeding"
or "'Proceedings" - any actions, suits, claims, hearing arbitrations, mediations, Proceedings (public or private)
or governmental investigations that have been brought by any Governmental Authority or any other Person.


 


"Rule 144"-
Rule 144 promulgated under the Securities Act.


 


"Rule 405"
- Rule 405 of Regulation S-T.


 


"SEC" -shall
mean the U.S. Securities and Exchange Commission.


 


"SEC Reporting Company"
- any company with a class of common stock registered under Section 12 of the Exchange Act and that, as of the date hereof is,
and for at least the ninety (90) day period immediately preceding the date hereof has been, subject to the periodic and other reporting
requirements of either Section 13 or I 5(d) of the Exchange Act.


 


"Securities Act"
-the Securities Act of 1933, as amended.


 


"Shell Company"
- a company having no or nominal operations and either (a) no or nominal assets, (b) assets consisting solely of cash and cash
equivalents, or (c} assets consisting of any amount of cash and cash equivalents and nominal other assets.


 


"Stock Price"'
- on any given Trading Day, the intra-day lowest traded stock price (as reported by a direct feed service) of the Issuer Common
Stock on the Principal Market or if the Issuer Common Stock is not traded on a Principal Market, the highest reported bid price
for the Issuer Common Stock as provided by FINRA.




    	6



    	 



    

 


''Trading Day"
-any day during which the Principal Market shall be open for business.


 


''Trading Hours''
- for any given Trading Day, those hours between 9:30 am (U.S. Eastern Time and 4:30 pm (U.S.) Eastern Time.


 


"Transactions"
- shall have the meaning specified in the sixth paragraph of the recitals to this Agreement.


 


"Transfer Agent"
- as of any given date, the transfer agent firm engaged by Issuer to perform securities transfer agent and related services for
the Issuer and which, as of the date of this Agreement, is Globex Transfer, LLC, 780 Deltona Blvd., Suite 202, Deltona, FL 32725.


 


"Transfer Agent Instruction
Letter'' - shall have the meaning specified in Section 2.4.3.1 of this Agreement.


 


"Transfer Agent Instruction
Delivery Deadline" - shall have the meaning specified m Section 2.4.3.l of this Agreement.


 


"Transfer Agent Instruction
Delivery Requirement" - shall have the meaning specified in Section 2.4.3.1 of this Agreement.


 


"Transfer Agent Legal
Opinion Letter" - shall have the meaning specified in Section


2.4.3.2 of this Agreement.


 


2.The 3(aX9l Exchange(s).


 


2.1               
Generally. Subject to the terms, conditions and limitations of this Agreement, for
so long as any amounts payable under the Debt Securities Instrument remain (i) unexchanged for shares of Issuer Common Stock hereunder,
or (ii) unpaid and outstanding (such period being deemed the "Investor Holding Period"), the Investor shall
have a continuing right in its sole and exclusive discretion, through the delivery by Investor to Issuer of an Exchange Notice,
to elect to exchange as part of a 3(a)(9) Exchange (in each instance, an "Exchange Request") all or any part of
the amount of any principal and/or accrued but unpaid interest thereon (as set forth within any such Exchange Notice. the "Exchange
Amount") for a number of fully-paid and non-assessable shares of Issuer Common Stock equal to (x) the Exchange Amount
divided by (y) fifty percent (50%) of t h e Stock Price during the Pricing Period (such result in each instance constituting the
"Exchange Shares"); provided, however, that any and all obligations under the Debt Securities shall
remain unaffected during such Investor Holding Period for all or any part thereof remaining unexchanged, including without limitation
any events or other terms of default. In connection with this provision, the Debt Securities Instrument shall be deemed to have
been incorporated by reference herein with all rights and obligations attendant thereto and arising thereunder to be continuing
unaffected hereby but only insofar as not in conflict at any given time with any superseding provisions of this Agreement.


 


2.2               
Certain Acknowledgments and Covenants. Each of Issuer and Investor hereby (a) acknowledge
that they are aware and understand that, in order to be eligible for exemption from registration under the Securities Act, any
3(a)(9) Exchange(s) hereunder may not involve (i) any additional consideration beyond the Debt Securities Instrument being surrendered/exchanged
by the Investor, or (ii) any payment by the Issuer of any commission or other remuneration either directly or indirectly for the
solicitation of such exchange{s), and (b) covenant that any 3(a)(9) Exchange(s) hereunder shall not involve (i) any additional
consideration beyond the Debt Securities Instrument being surrendered/exchanged by the Investor, or (ii) any payment by the Issuer
of any commission or other remuneration either directly or indirectly for the solicitation of such exchru1ge(s).


 


2.3               
Mechanics and Related Matters.


 


2.3.1Delivery of
Exchange Notice. Any given Exchange Notice shall be deemed to have been delivered to the Issuer as of the date (the "Exchange
Notice Date") and time of dispatch by email to the Issuer as set forth on the email so dispatched, provided, however,
that no reasonably compelling basis upon which to challenge such date and time exists and has been provided to Investor (in each
case, the "Exchange Notice Date/time Stamp").




    	7



    	 



    

 


2.3.2Certain Exchange
Notice Limitations. Anything in this Agreement to the contrary notwithstanding, in no event shall any Exchange Notice be deemed
valid (i) if and to the extent that fulfillment of the Exchange Request contained therein would cause the aggregate number of shares
of Issuer Common Stock beneficially owned by the Investor and its affiliates, including those in relation to which it/they have
a right to acquire within sixty (60) day>, lo exceed the Ownership Limitation, or (ii) if at such time the Issuer Common Stock
is listed or quoted on· The Nasdaq Stock Market or any other U.S. national securities exchange, and to the extent that that
fulfillment of the Exchange Request contained therein would cause the aggregate number of shares of Issuer Common Stock issued
pursuant to this Agreement, when combined with all shares of Issuer Common Stock issued pursuant to any transactions with which
they may be aggregated with other transactions for purposes of and under applicable rules of The Nasdaq Stock Market or any other
Principal Market on which the Common Stock may at such time be listed or quoted, would cause the aggregate number of shares of
Issuer Common Stock that would be deemed issued pursuant to this Agreement, to exceed the Exchange Cap. In the event that any Exchange
Notice shall have been delivered by Investor to Issuer but is invalid to any extent in accordance with the foregoing, such Exchange
Notice shall be void ab initio but only to the extent of such invalidity.


 


2.3.3Delivery and
Settlement of Exchange Shares.


 


2.3.3.1Transfer
Agent Instruction Requirement. Upon receipt of an Exchange Notice, Issuer shall immediately, but in no event more than seventy
two (72) hours (the "Transfer Agent Instruction Delivery Deadline"). deliver a letter to Transfer Agent, by email as
a .pdf attachment and with a cc (courtesy copy) email to Investor, such letter to be in the fom1 annexed hereto as Exhibit D and
incorporated by reference herein, inclusive of the unanimous written board consent annexed thereto (the "Transfer Agent
Instruction Letter"), in each case filled in as appropriate based on the information set forth in the corresponding Exchange
Notice, or deemed set forth in the corresponding Exchange Notice in accordance with Section 2.4.3.4 below (the ''Transfer Agent
Instruction Delivery Requirement''). Failure to meet the Transfer Agent Instruction Delivery Requirement shall result in an
adjustment to the Exchange A mount so that the Exchange Shares shall be a number of fully-paid and nonassessable shares of Issuer
Common Stock equal co ( x) the Exchange Amount divided by (y) the lessor of (A) $0.00001 and (B) twenty percent (20%) of the Stock
Price during the Pricing Period .


 


2.3.3.2Officer's
Certificates. In connection with the delivery of any Exchange Shares, the cost of obtaining any formal written legal opinion
reasonably requested by Transfer Agent, including any one or more concluding that such Exchange Shares be delivered free of any
restrictive legend (each, a "Transfer Agent Legal Opinion Letter"), shall be borne by Investor, and it shall be
within the exclusive discretion of Investor as to what legal firm shall be engaged for this purpose. Promptly upon delivery via
email by Investor's designated counsel lo the President and chief executive officer of Issuer at the email address provided in
Section 5 of this Agreement (but in no event more than two [2] Trading Days) (the "Officer's Certificate Deadline")
of any officer's certificates identified in such email as being required by Investor's designated counsel for purposes of Investor's
designated counsel being able to deliver the Transfer Agent Legal Opinion Letter (each, an "Officer's Certificate"),
the CEO and chief executive. officer of Issuer shall duly execute and return to Investor's designated counsel, in .pdf format at
the email address from which the corresponding unexecuted Officer's Certificate(s) had been received, such duly executed Officer's
Certificate (the "Officer's Certificate Delivery Obligation").




    	8



    	 



    

 


2.3.3.3Share Delivery
Obligation. Subject only to the limitations set forth in Section 2.4.2 above and any delays in delivery to Transfer Agent of
the Transfer Agent Legal Opinion Letter and within the applicable Exchange Share Delivery Period. Issuer shall be obligated to
and shall take any and all steps required to either (a) if Transfer Agent is not participating in the OTC FAST Program during the
applicable Exchange Share Delivery Period, and/or the Exchange Shares are not OTC Eligible, deliver for settlement to the window
of Investor's brokerage account (as designated in the Transfer Agent Instruction Letter) physical certificates representing the
Exchange Shares deliverable pursuant to the corresponding Exchange Request, or (b) if Transfer Agent is participating in the OTC
FAST Program during the applicable Exchange Share Delivery Period, and/or the Exchange Shares are OTC Eligible, cause such transfer
agent to effectuate delivery and settlement of such Exchange Shares electronically, in book-entry form, by appropriately crediting
the account of the Investor's prime broker (as designated in the Transfer Agent Instruction Letter) with OTC through its DWAC System
and providing proof satisfactory to the Investor thereof (in relation to any given Exchange Request, the "Issuer's Share Delivery
Obligation").


 


3.                  
Representations and Warranties of Issuer. Issuer hereby represents and warrants to
Investor, which representations and warranties, excepting (c) below, shall be deemed to be repeated by Issuer on each day on which
any amounts payable under the Debt Securities Instrument, including interest, remain (i) unexchanged for shares of Issuer Common
Stock hereunder, or (ii) unpaid and outstanding, that:


 


(a)                
it is a corporation duly organized, validly existing, and in good standing under the Laws
of the State of Nevada:


 


(b)                
it has taken all requisite corporate and other action to authorize, and it has full corporate
power and authority without any required further action, to (i) carry on its present business as current) conducted, (ii) own its
properties and assets, (iii) execute, deliver, and perform all of its obligations under this Agreement, (iv) have borrowed and
to repay with interest the indebtedness evidenced by the Debt Securities Instrument. and (v) issue and deliver to Investor or its
designee any and all Exchange Shares potentially deliverable pursuant to this Agreement;


 


(c)                
its capitalization as of the date of this Agreement includes (i) ___________ (_________) shares
of Issuer Common Stock authorized, of which ________________ (_________) shares are issued and outstanding, and (ii) _____________
(_________) shares of Issuer preferred stock, par value $0.00001 per share authorized, of [Series A, B, C , D] are issued and outstanding,
and _______________________ ( ) notes/debentures in the combined amount of______________ dollars ($ __________) that, in accordance
with their terms, are "convertible" into capital stock of Issuer, issued and outstanding;


 


(d)                
the Debt Securities Instrument constitutes a legal, valid and binding, and past due obligation
of Issuer, enforceable against Issuer i n accordance with the terms thereof, subject to applicable bankruptcy, reorganization,
insolvency, moratorium or similar Laws affecting creditors' rights generally and subject, as to enforceability, to equitable principles
of general application (regardless of whether enforcement is sought in a proceeding in equity or at law), there is no dispute relating
to the validity of such obligation, and any defenses to its validity have been waived in their entirety:




    	9



    	 



    

 


(e)                
the execution, delivery and performance of this Agreement, the payment of all amounts due
under the Debt Securities Instrument by Issuer, and the consummation of the Transactions, do not and will not (i) violate any provision
of its articles of incorporation or bylaws, (ii) conflict with or result in the breach of any material provision of, or give rise
to a default under, any agreement with respect to indebtedness or of any other material agreement to which Issuer is a party or
by which it or any of its properties or assets are bound (iii) conflict with any Law, statute, rule or regulation or any Order
judgment or ruling of any court or other agency of government to which it is subject or any of its properties or assets may be
bound or affected. in each case except where such conflict would not have a Material Adverse Effect on Issuer or (iv) result in
the creation or imposition of any Lien, charge, mortgage, encumbrance or other security interest or any segregation of assets or
revenues or other preferential arrangement ( whether or not constituting a security interest) with respect to any present or future
assets, revenues or rights to the receipt of income of Issuer;


 


(f)                 
it is currently an SEC Reporting Company .


 


(g)                
it is not a Shell Company, and, if it ever was a Shell Company, it (i) has ceased to be a
Shell Company, (ii) has filed all reports and other materials required to be filed by Section 13 or 15(d) of the Exchange Act,
as applicable, during the twelve (I 2) month period immediately preceding the date of this Agreement (or for such shorter period
as it has been required to file such reports and materials), other than current reports on Form 8-K, and (iii) has filed Current
Form I 0 Information with the SEC reflecting its status as an entity that is no longer a Shell Company, and at least one (1) year
has elapsed since such Current Form I 0 Information was filed:


 


(h)                
the Issuer Common Stock currently trades publicly on the OTCQB market on under the symbol
''AJAC" and is not currently subject to any trading halts, suspensions, delistings or similar actions imposed by the SEC,
FINRA, or any other regulatory or similar authorities and no members of its management or board of directors is aware or has any
reason to be aware of any such threatened halts, suspensions, delistings or similar actions;


 


(i)                  
the Issuer Common Stock is currently DTC Eligible, Transfer Agent is participating in the
OTC FAST Program, and no OTC "chill" has been imposed upon the Issuer Common Stock:


 


(j)                 
its management understands what a Gypsy Swap is and that such arrangements are deemed to constitute
unlawful schemes to evade the registration requirements of the Securities Act, and has no knowledge of any such arrangements in
connection with the Transactions;


 


(k)                
there are no legal actions, suits, arbitration proceedings, investigations or other Proceedings
pending or, to the reasonable knowledge of Issuer's officers or directors, threatened against Issuer which, if resolved unfavorably
would have a Material Adverse Effect on the financial condition of Issuer or the validity or enforceability of, or Issuer's ability
to perform its obligations under, the Debt Securities Instrument and/or this Agreement; and


 


(l)                  
all governmental and other consents, authorizations, approvals, licenses and orders that were
required to have been obtained by Issuer with respect to the Debt Securities Instrument and/or its issuance were duly obtained
and remain in full force and effect and all conditions of any such consents, Authorizations approvals, licenses and orders have
been complied with.


 


4.                  
Covenants of Issuer. In addition to the other obligations hereunder and under the Debt
Securities Instrument, and for so long as any amounts payable under the Debt Securities Instrument, including interest. remain
(i) unexchanged for shares of Issuer Common Stock hereunder, or (ii) unpaid and outstanding, Issuer hereby covenants to the Investor
as follows:


 


(a)                
upon issuance, any Exchange Shares shall be duly authorized, fully paid and nonassessable;




    	10



    	 



    

 


(b)                
it shall refrain from disclosing, and shall cause its officers, directors, employees and agents
to refrain from disclosing, any material non-public information to Investor without also disseminating such information to the
public in accordance with applicable Law, unless prior to disclosure of such information Issuer identifies such information as
being material non-public information and provides Investor with the opportunity to accept or refuse to accept such material non-public
information for review,


 


(c)                
it shall timely file all reports required by it to be filed, in each case in full compliance
"ith the content requirements thereof, and shall meet all other of its obligations under the Exchange Act;


 


(d)                
it shall take any and all steps as may be necessary to insure that the Issuer Common Stock
continues to trade publicly and does not become the subject of any trading halts, suspensions, delistings or similar actions imposed
by the SEC, FINRA, or any other regulatory or similar authorities:


 


(e)                
it shall take any and all steps as may be necessary to insure that the Issuer Common Stock
continues to be DTC Eligible, that Transfer Agent continue to participate in the OTC FAST Program, and that no DTC "chill"
is imposed upon the Issuer Common Stock;


 


(f)                 
it shall take any and all steps as may be necessary to insure that it avoid becoming or otherwise
being deemed by the SEC a Shell Company;


 


(g)                
it shall not issue any shares of Issuer Common Stock under this Agreement which, when aggregated
with all other shares of Issuer Common Stock then beneficially owned by Investor and its affiliates, including those in relation
to which it/they have a right to acquire within sixty (60) days, would result in the beneficial ownership by Investor and its affiliates
to exceed the Ownership Limitation, and, upon the written or telephonic request of Investor from time to time, Issuer shall confirm
to Investor within one (I) Trading Day of such request the number of shares of Issuer Common Stock then outstanding;


 


(h)                
it shall not initiate or otherwise execute any share buybacks of the Issuer Common Stock that
would have the effect of increasing Investor's percentage beneficial ownership together with its affiliates, including those in
relation to which it/they have a right to acquire within sixty (60) days, to exceed the ownership Limitation;


 


(i)                  
if the Common Stock is listed or quoted on The Nasdaq Stock Market or any other U.S. national
securities exchange during the Investor Holding Period, it shall not issue any shares of Issuer Common Stock pursuant to this Agreement
to the extent that after giving effect thereto, the aggregate number of all shares of Issuer Common Stock that would be issued
pursuant to this Agreement together with all shares of Issuer Common Stock issued pursuant to any transactions that may be aggregated
with the transactions contemplated by this Agreement under applicable rules of The Nasdaq Stock Market or any other Principal Market
on which the Issuer Common Stock may be listed or quoted, would exceed the Exchange Cap, unless and until Issuer elects to solicit
stockholder approval of the transactions contemplated by this Agreement and the stockholders of Issuer have in fact so approved
the transactions contemplated by this Agreement in accordance with the applicable rules and regulations of The Nasdaq Stock Market,
any other Principal Market on which the Issuer Common Stock may be listed or quoted, and the Issuer's articles of incorporation
and bylaws; and


 


(j)                 
it shall not knowingly be a participant in any Gypsy Swap in connection with the Transactions
or otherwise.


 


5.                  
Notices. Except as otherwise expressly set forth herein, any notice, demand or request
relating to any matter set forth herein shall be made in writing and shall be deemed effective when hand delivered or when mailed,
postage pre-paid by registered or certified mail return receipt requested, when picked-up by or delivered to a recognized overnight
courier service, or when sent by email to either Issuer at its address below, or to Investor at its address below, or such other
address as either Party shall have notified the other in writing as provided herein from and after the date hereof.


 


If to Issuer:


 


Aja Cannafacturing, Inc.


5333 Birch Street


Lake Elsinore, CA 92530


Att: Kendall Smith


 


If to Investor:


 


Beaufort Capital Partners LLC


660 White Plains Road, Suite 455


Tarrytown, NY I 0591


Att: Robert Marino


 


6.                  
Governing Law. This Agreement and the Exhibits hereto shall be governed by and interpreted
and enforced in accordance with the Laws of the State of New York, without giving effect to any choice of Law or conflict of Laws
rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the Laws of
any jurisdiction other than the State of New York.


 


7.                  
Headings. The descriptive headings contained in this Agreement are included for convenience
of reference only and shall not affect in any way the meaning or interpretation of this Agreement.


 


8.                  
Counterparts. This Agreement may be executed and delivered (including by facsimile
or email .pdf file format attachment transmission) in one or more counterparts, and by the different Parties hereto in separate
counterparts, each of which when executed and delivered shall be deemed to be an original but all of which taken together shall
constitute one and the same agreement.


 


9.                  
Integration; Modification. This Agreement including the Exhibits hereto. constitutes
the entirety of the rights and obligations of each of the Investor and Issuer with respect to the subject matter hereof. No provision
of this Agreement may be modified except by an instrument in writing signed by the Party against whom the enforcement of any such
modification is or may be sought.


 


 


[SIGNATURES APPEAR ON THE FOLLOWING PAGE]




    	11



    	 



    

 


IN WITNESS WHEREOF, the Parties have caused
Ibis Agreement to be executed by 1he respective office thereunto duly authorized, in each case as of the date first written above.


 


"ISSUER"


 


AJA CANNAFACTURING, INC.


 


By: /s/ Kendall Smith'


Name: Kendall Smith


Title: CEO


 


BEAUFORT CAPITAL PARTNERS LLC


 


By: /s/ Leib Schaeffer


Name: Laib Schaeffer


Title: Managing Member








    	12