8.01 Other Information
and Settlement of Convertible Debt
company has settled and retired various notes in order to prevent dilution and converting of certain common shares as follows:
March 14, 2019
company entered into a Settlement Agreement with Auctus Fund, LLC. Both Parties agreed to settle the outstanding debt pursuant
under the terms of a Securities Purchase Agreement, in its entirety. The Agreement was entered into on March 14, 2019, by and
among Simlatus Corp. and Auctus Fund, LLC with respect to the Securities Purchase Agreement entered into two convertible notes
between the Debtor and the Creditor on or about December 16, 2016 and August 9, 2017, pursuant to which the Debtor issued a Convertible
Note each in the original principal amount of $46,750, respectively to the Creditor on that same date. The following conditions
were agreed upon both parties to satisfy the Note in full: (i) Debtor shall pay $50,000 via wire transfer to the Creditor on March
15, 2019, ii) Debtor shall pay $50,000 via wire transfer to the Creditor within 60 calendar days after the date of this Agreement,
and (iii) Debtor shall pay $75,000 via wire transfer to the Creditor within 120 calendar days after the date of this Agreement.
The company currently owes a final payment on or before July 14, 2019 of $75,000.
April 3, 2019, the Company entered into a Settlement Agreement with EMA Financial, LLC. This Settlement Agreement was entered
into on or about April 3, 2019, by and among Simlatus Corp. and EMA Financial, LLC with respect to the Securities Purchase Agreement
entered into between the Company and the Investor on or about November 9, 2016 pursuant to which the Company issued a 10% Convertible
Note in the original principal amount of $35,000 (the Note) to the Investor on that same date. Subject to and upon
the terms and conditions set forth in this Agreement the Investor agreed to surrender the Note to the Company and release the
Company from any of its obligations there-under in exchange for Companys strict compliance with the following terms: (a)
a cash payment by the Company to the Investor of $50,000 to be paid to the Investor on or before April 4, 2019; and (b) Companys
cash payment to Investor of $75,000 to be paid to the Investor on or before, but
no event later than
end of day July 23, 2019. The company currently owes a final payment of $75,000 on or before July 23, 2019.
April 10, 2019, the Board of Directors repurchased and returned to treasury 25,140 Preferred Series A Shares in the name of Optempus
Investments, LLC. The company authorized and paid the payment of $45,000 to Optempus Investments, LLC for the repurchase of 25,140
Preferred Series A at $1.79 per share. This transaction is pursuant with the Asset Purchase Agreement of Proscere Bioscience and
the IP of the Cold-Water CBD/HEMP Extraction Systems. The Series A Stock is convertible to common stock at market price the day
the FORBEARANCE AGREEMENT dated as of March 19, 2019 between Emunah Funding LLC and Simlatus Corporation; whereas the Company
issued to Holder a convertible note dated May 15, 2018 in the original principal amount of $37,778 pursuant to a Securities Purchase
Agreement dated May 15, 2018; the Company entered into a transaction for the Holder to forbear from converting the Note; and the
Holder agreed to forebear from taking certain action as set forth in this Agreement. The Company and the Holder agreed to pay
$25,000 to the Holder no later than March 19, 2019, the Holder agrees to waive the prohibition set forth in Section 4.18 of SPA
for the one transaction disclosed to the Holder and to forebear from converting the Note until April 19, 2019; and in the event
the Company pays to the Holder an additional $25,000 on or before April 19, 2019, the Note shall be deemed satisfied in full and
of no further force and effect. The Company satisfied the conditions above, and the Holder has accepted full payment without prejudice.
This note has been fully satisfied.