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04/23/19 8:51 AM

#1637 RE: Jdoe33649 #1636

Effective April 18, 2019, Banjo & Matilda, Inc. (the “Banjo”), American Aviation Technologies LLC (the “Company”) and the members of the Company (the “Members”) entered into an Exchange Agreement dated as of March 16, 2019 (the “Exchange Agreement”) pursuant to which Banjo shall acquire 100% of the issued and outstanding membership units (the “Units”) of the Company from the Members in exchange for the issuance of Banjo shares of its Series A Preferred Stock (the “Exchange Shares”) constituting 84.4% of the total voting power of Banjo capital stock to be outstanding upon closing, after giving effect to the consummation of concurrent debt settlement and other capital stock issuances but before the issuance of shares of capital stock for investor relations purposes. As a result of the Exchange Agreement, the Company will become a wholly owned subsidiary of Banjo.