Exhibit 10.51


 





EXCHANGE AGREEMENT


 


THIS AGREEMENT,
dated the Effective Date below is entered MICROCAP EQUITY GROUP, LLC, a Florida limited liability company (“Microcap”)
and the undersigned trading company ("Company").


 


WITNESSETH:


 


WHEREAS, Microcap
holds a certain securities debt instrument(s) of the Company, in the original principal amount below, which was issued to an original
security holder, creditor of the Company, on May 4, 2016 as described on the signature page hereto and/or EXHIBIT A hereto (the
“ Debt”); and


 


WHEREAS, Microcap
is willing to exchange the Debt for a convertible debenture of the Company in the form attached hereto (the “Debenture”)
in order to reflect the conversion right which would otherwise be afforded the original holder which is now being reflected in
the Debenture


 


NOW, THEREFORE,
in consideration for the foregoing, the parties hereto agree as follows:


 


		1.	Microcap and the Company hereby agree to exchange the debt instruments for the Debenture. Thus,
concurrently with the execution of this Agreement, Microcap surrenders hereby its interest in the Debt strictly for the conversion
and related rights and Microcap will endeavor to use best efforts to deliver to the Company any promissory notes, commercial paper,
or other evidences of the Debt and the Company shall execute and deliver to Microcap an original, executed Debenture to reflect
the conversion rights.



 


		2.	Microcap represents and warrants to, and covenants and agrees with, the Company as follows:



 


		a.	Microcap believes it is not an affiliate, now or by way of the Debenture, and relies upon the Company
knowledge of the members of the Board, officers and shareholdings in such regard.



 


		b.	Microcap is (i) an "accredited investor" as that term is defined in Rule 501 of the General
Rules and Regulations under the Securities Act of 1933, as amended, the "Act" by reason of Rule 501 and (ii) able, by
reason of the business and financial experience of its officers (if an entity) and professional advisors (who are not affiliated
with or compensated in any way by the Company or any of its affiliates or selling agents), to protect its own interests in connection
with the transactions described in this Agreement, and the related documents



 






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		3.	This Agreement shall be governed by and interpreted in accordance with the laws of the State of
Florida without reference to conflict of laws principles A facsimile transmission of this signed Agreement shall be legal and binding
on all parties hereto. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. The
headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.
If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall
not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement
in any other jurisdiction. This Agreement may be amended only by an instrument in writing signed by the party to be charged with
enforcement. This Agreement, and the Debenture attached hereto, contains the entire agreement of the parties with respect to the
subject matter hereto, superseding all prior agreements, understandings or discussions except for the statements made by the Company
in joining the Assignment and Assumption Agreement of on or about this date relating to the Debt.



 


The Company and Microcap
have caused this Agreement to be executed by their duly authorized representatives on the date as first written above.


 


Effective Date: May 4,
2016


Name
of Original Debt Holder: Syndication Capital LLC


Amount of Debt being Exchanged
(Principal + Interest): $22,177.32


Amount of Debenture: $22,177.32


Name of Trading Company:
Simlatus Corporation


State of Incorporation of Trading Company: Nevada


 


Company: Simlatus
Corporation


 


 


By:  /s/ Gary B. Tilden


Name:


Title:


 


MICROCAP EQUITY
GROUP, LLC


 


 


By:____________________


Name: Ibrahim
Almagarby


Title: Manager


 


 



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