Subject to and upon the terms and conditions of this Agreement, at the closing of the transactions contemplated by this Agreement (the “Closing”), the Seller shall sell, assign and transfer all of its right, title and interest to its IP, fixed assets and “know how” to the Buyer (collectively, the “Seller’s Assets”). The Buyer and the Seller mutually agree that Seller will assign certain assets and provide the “Know-How” of the High-Speed Internet and DirecTV™ for Multi-dwelling buildings including: Businesses, Apartments and Condominiums, and Residential Communities in the San Francisco metropolitan area. The IP and assets pursuant to [schedule 3.03] are valued at ​. As consideration for the IP, fixed assets and the “Know-How”, the Buyer shall issue, or cause to be issued, ​ worth of Preferred Series A Stock (PAR $.001) Ninety (90) days from the date of this agreement. The number of shares to be issued is 1,086,592 of the Preferred Series A stock at a price of ​ per share and convertible pursuant the conversion rights as specified in the Articles of Incorporation for SIML. ​ Inc., has designated that the said stock be issued in the name of Richard Hylen.

In consideration for the sale and transfer of the Seller’s Assets, and subject to the terms and conditions of this Agreement, Buyer shall on the Closing Date:

Acquisition. For the purpose of this Warrant, “Acquisition” means any transaction or series of related transactions involving: # the sale, lease, exclusive license, or other disposition of all or substantially all of the assets of the Company; # any merger or consolidation of the Company into or with another person or entity (other than a merger or consolidation effected exclusively to change the Company’s domicile), or any other corporate reorganization, in which the stockholders of the Company in their capacity as such immediately prior to such merger, consolidation or reorganization, own less than a majority of the Company’s (or the surviving or successor entity’s) outstanding voting power immediately after such merger, consolidation or reorganization; # any merger, consolidation or other business combination of the Company into or with a special purpose acquisition company or wholly-owned subsidiary thereof; or # any sale or other transfer by the stockholders of the Company of shares representing a majority of the Company’s then-total outstanding combined voting power. For the avoidance of doubt, “Acquisition” shall not include any sale and issuance by the Company of shares of its capital stock or of securities or instruments exercisable for or convertible into, or otherwise representing the right to acquire, shares of its capital stock to one or more investors for cash in a transaction or series of related transactions the primary purpose of which is a bona fide equity financing of the Company.

Acquisition. Substantially concurrently with the occurrence of the Closing Date and the making by each Lender of its initial extension of credit hereunder, the Acquisition shall have been consummated in all material respects in accordance with the terms of the Acquisition Agreement.

Acquisition. The Acquisition shall have been consummated, or substantially simultaneously with the borrowing under this Agreement shall be consummated, in all material respects in accordance with the terms of the Purchase and Sale Agreement, after giving effect to any modifications, amendments, consents, waivers or requests by you (or your affiliate) thereto, other than those (including the effects of any requests) that are materially adverse to the interests of the Lenders, without the prior consent of the Joint Lead Arrangers (such consent not to be unreasonably withheld, delayed or conditioned).

The Seller agrees, by acquisition of the Registrable Securities, that no Seller shall be entitled to sell any of such Registrable Securities pursuant to a Registration Statement or to receive a Prospectus relating thereto, unless the Seller has furnished ​ with a completed Notice and Questionnaire as required pursuant to [Section (a)(v)] and the information set forth in the next sentence. Each Notice Holder agrees promptly to furnish to ​ all information required to be disclosed in order to make the information previously furnished to ​ by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as ​ may from time to time reasonably request. Any sale of any Registrable Securities by the Seller shall constitute a representation and warranty by the Seller that the information relating to the Seller and its plan of distribution is as set forth in the Prospectus delivered by the Seller in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by the Seller or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by the Seller or its plan of distribution necessary to make the statements in such Prospectus, in the light of the circumstances under which they were made, not misleading. The Seller further agrees not to sell any Registrable Securities pursuant to the Registration Statement without delivering, or, if permitted by applicable securities law, making available, to the purchaser thereof a Prospectus in accordance with the requirements of applicable securities laws. The Seller further agrees that the Seller will not make any offer relating to the Registrable Securities pursuant to the Registration Statement that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus, unless it has obtained the prior written consent of ​.

Seller’s Remedies. Should Purchaser breach any term of this Contract and such default continues beyond the Cure Right Period (as defined in [Article VII] below), Seller shall be entitled, as Seller's sole and exclusive remedy for any default other than a failure of Purchaser to honor its indemnity and hold harmless obligations under [Section 2.03] of this Contract, to # waive the contractual obligations of Purchaser in writing; or # extend the time for performance by such period of time as may be mutually agreed upon in writing by the Parties hereto; or # terminate this Contract and require the Title Company to pay the Earnest Money on deposit to Seller as liquidated damages for such default and not as a penalty, in which event the Parties shall be released herefrom and shall have no further rights, obligations, or responsibilities hereunder, except the continuing obligations of Purchaser pursuant to [Section 2.03] of this Contract. Purchaser agrees that the damages incurred by Seller in the event Purchaser defaults under this Contract and fails to complete the purchase of the Property would be difficult to ascertain and Purchaser agrees that forfeiture of the Earnest Money to Seller is a reasonable remedy. Seller's extension of the time for Purchaser's performance pursuant to [clause (ii) above] shall not constitute an election of remedies and shall not prohibit Seller's exercise of Seller's other remedies set forth above in the event Purchaser fails to cure such breach prior to the expiration of such extension period. Notwithstanding the above provisions of this [Section 5.01], the indemnity and hold harmless obligations of Purchaser described in [Section 2.03] of this Contract shall be specifically enforceable by Seller at any time and shall survive any termination of this Contract. Seller shall be entitled to pursue all of its legal and equitable remedies to specifically enforce the obligations of Purchaser described in [Section 2.03] of this Contract and shall be entitled to recover all costs and expenses of such enforcement proceedings, including, without limitation, all reasonable attorney’s fees and expenses.

Seller’s Warranties. Seller warrants to the Company [and ​ Lux] that:

Seller’s Indemnity. Seller hereby covenants and agrees that it will pay and assume liability for, and indemnify, protect, defend, save and keep harmless each Buyer Indemnitee from and against, any and all liabilities, Taxes, obligations, losses, damages, settlements, claims, actions, suits, penalties, costs and expenses (including, without limitation, reasonable fees and expenses of counsel) of whatsoever kind and nature which may at any time or from time to time be imposed upon, incurred by or asserted against any Buyer Indemnitee in any way relating to, resulting from or arising out of # any inaccuracy or breach of any representation or warranty made by Seller under this Agreement or any Seller Agreements, # any failure by Seller to have observed or performed any of its obligations under or in connection with this Agreement or any Seller Agreements, or # any claims made after Closing, solely to the extent any such claim is attributable to # actions or omissions occurring prior to Closing, or # the existence of any Liens on the Aircraft attributable to the period occurring prior to Closing.

Acquisition Defined. An “Acquisition” shall mean: # any merger, consolidation or purchase of outstanding capital stock of ​ after which the voting securities of ​ outstanding prior thereto represent (either by remaining outstanding or by being converted into or exchanged for voting securities of the surviving or acquiring entity) less than 50% of the combined voting power of the voting securities of ​ or such surviving or acquiring entity outstanding immediately after such event; or # any sale of all or substantially all of the assets or capital stock of ​ (other than in a spin-off or similar transaction) or # any other acquisition of the business of ​, as determined by the Board; provided that an Acquisition shall not include a Private Transaction.