March 12, 2025
VIA Email
City of Redondo Beach (“Customer”)
401 Diamond St.
Redondo Beach CA 90277
[email protected]
Attention: Jeffrey Mendence ([email protected]) Re: Agreement for Unmanned Air Support As A Service (UASaaS) Program for Drone Response Services dated October 1, 2024 (the “Agreement”) Dear City of Redondo Beach:
We are pleased to announce that Aerodome, Inc. (“Aerodome”) entered into an Agreement and Plan of Reorganization with Flock Group Inc (“Flock”) on October 10, 2024, pursuant to which, upon the terms and subject to the conditions set forth therein, Aerodome has merged with and into a subsidiary of Flock (the “First Merger”), with Aerodome continuing as the surviving corporation of the First Merger, and, as part of the same overall transaction, Aerodome has merged with and into another subsidiary of Flock (the “Second Merger” and, together with the First Merger, the “Mergers”), with such other subsidiary of Flock to be the surviving entity of the Second Merger. As a result of the Mergers, Aerodome is a whollyowned subsidiary of Flock.
This letter (“Letter Agreement”) is being delivered to the above-named party to the Agreement (“you,” “your” or the “Customer”) to obtain the Customer’s written consent to any assignment or transfer of the Agreement, or other condition or circumstance resulting from the Mergers, in each case, to the extent required by the Agreement.
By signing below, the Customer hereby (i) acknowledges receipt of this notice and the assumption of obligations under the Agreement by Aerodome; (ii) consents to any actual or deemed assignment or transfer of the Agreement in connection with Mergers; (iii) acknowledges and agrees that the consummation of the Mergers shall have no effect on, and will not be deemed a violation or breach of, or default under, or give rise to a right of, or result in a right of, termination, cancellation or acceleration under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, the Agreement, provided, however, the Customer retains the right to terminate the Agreement if the services provided by Aerodome degrade following the assignment ; (iv) acknowledges and agreesthat the Agreement will continue in full force and effect in accordance with its terms, subject to the conditions set forth herein; (v) agrees that the only consent required by the Agreement in connection with the Mergers will be satisfied upon delivery of a signed copy of this Letter Agreement; (vi) expressly preserves all rights Customer may have to terminate the Agreement or assert any claims under the Agreement for nonperformance or service failures following the assignment; (vii) affirms that Flock assumes each and every obligation of Aerodome under the Agreement without modification, including without limitation, all prior obligations, indemnification responsibilities, and liabilities accrued before the assignment; and (viii)states that this Letter Agreement does not constitute a waiver of any other rights, remedies, or defenses available to Customer under the Agreement.
For avoidance of doubt, this Letter Agreement does not amend, modify, or waive any rights, remedies, or obligations of Customer under the Agreement, except for the specific consent to assignment as expressly provided herein. Flock expressly assumes all rights, duties, and obligations of Aerodome under the Agreement, effective as of the date of the merger.
Customer represents that execution of this Letter Agreement is within its authority, provided nothing herein waives any procedural requirements under applicable law or internal approval processes.
Please acknowledge Customer’s receipt of this letter, and its acceptance and agreement with the foregoing, by signing, or arranging for an appropriately authorized representative of Customer to sign, this letter below. Please return the countersigned copy of this letter to Rahul Sidhu, Former Chief Executive Officer of Aerodome, Inc., and current Vice President of Aviation, Flock Group, Inc., by email at [email protected], and return the original signed copy to the address listed above and directed to Rahul Sidhu’s attention.
Thank you,
Flock Group, Inc.
By:
Name: Rahul Sidhu
Title: Vice President, Aviation
ACKNOWLEDGED AND AGREED:
City of Redondo Beach
By:
Name:
Title:
Date:
3/17/2025 | 3:24 PM PDT
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
INSURER( S) AFFORDING COVERAGE
INSURER F :
INSURER E :
INSURER D :
INSURER C :
INSURER B :
INSURER A :
NAIC #
NAME:
CONTACT
A/C, No):
FAX
E- MAILADDRESS:
PRODUCER
A/C, No, Ext):
PHONE
INSURED
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement( s).
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER( S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
OTHER:
Per accident)
Ea accident)
N / A
SUBR
WVD
ADDL
INSD
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
PROPERTY DAMAGE
BODILY INJURY ( Per accident)
BODILY INJURY ( Per person)
COMBINED SINGLE LIMIT
AUTOS ONLY
AUTOSAUTOS ONLY
NON- OWNED
SCHEDULEDOWNED
ANY AUTO
AUTOMOBILE LIABILITY
Y / N
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY
OFFICER/ MEMBER EXCLUDED?
Mandatory in NH)
DESCRIPTION OF OPERATIONS below
If yes, describe under
ANYPROPRIETOR/ PARTNER/ EXECUTIVE
E.L. DISEASE - POLICY LIMIT
E.L. DISEASE - EA EMPLOYEE
E.L. EACH ACCIDENT
STATUTEPER EROTHMM/ DD/ YYYY) LIMITS(
POLICY EXP(
MM/ DD/ YYYY) NUMBERTYPEEFFPOLICYPOLICY INSURANCELTRINSR OF DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES ( ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
EXCESS LIAB
UMBRELLA LIAB $ EACH OCCURRENCE
AGGREGATE
OCCUR
CLAIMS- MADE
DED RETENTION $
PRODUCTS - COMP/ OP AGG
GENERAL AGGREGATE
PERSONAL & ADV INJURY
MED EXP ( Any one person)
EACH OCCURRENCE
DAMAGE TO RENTED $
PREMISES ( Ea occurrence)
COMMERCIAL GENERAL LIABILITY
CLAIMS- MADE OCCUR
GEN' L AGGREGATE LIMIT APPLIES PER:
POLICY
PROJECT LOC
CERTIFICATE OF LIABILITY INSURANCE
DATE ( MM/ DD/YYYY)
CANCELLATION
AUTHORIZED REPRESENTATIVE
ACORD 25 (2016/ 03)
1988- 2016 ACORD CORPORATION. All rights reserved.
CERTIFICATE HOLDER
The ACORD name and logo are registered marks of ACORD
HIRED
AUTOS ONLY
X
08/23/2025
10,000
X
2,000,000
25674
730000029- 0000
10,000,000
A
X
A
5,000,000
08/23/2025 X
Homeland Insurance Company Of New York
Errors & Omissions / Cyber
08/23/2024
CN134017657-- GAUWE-24-25
1,000,000
25615
08/23/2025
SEA-004029408- 06
08/23/2024
X
2,000,000
09/04/2024
1,000,000
X
1,000,000
1,000,000
B
08/23/2025
08/23/2024
08/23/2024
X
34452
810-6T343696- TIL-24
Limit:
10,000
UB-6T346569- TIL-24
CUP-6T386924- TIL-24
SIR: $100,000
1,000,000
City of Redondo Beach, its elected and appointed officials, officers, employees and volunteers named additional insured.
DBA Flock Safety
Flock Group Inc
Atlanta, GA 30318
1170 Howell Mill Rd NW
1,000,000
Travelers Property Casualty Company of America
X
FOUR EMBARCADERO CENTER, SUITE 1100
MARSH RISK & INSURANCE SERVICES
SAN FRANCISCO, CA 94111
CALIFORNIA LICENSE NO. 0437153
H-630-9W194831- TIL-24
The Charter Oak Fire Insurance Company
N
Redondo Beach, CA 90277
City of Redondo Beach
415 Diamond Street
08/23/2024
A
000X1,000,
X
X
C
10,000,000
08/23/2025
X
ACORD 101 ( 2008/ 01)
The ACORD name and logo are registered marks of ACORD
2008 ACORD CORPORATION. All rights reserved.
THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: FORM TITLE:
ADDITIONAL REMARKS
ADDITIONAL REMARKS SCHEDULE Page of
AGENCY CUSTOMER ID:
LOC #:
AGENCY
CARRIER NAIC CODE
POLICY NUMBER
NAMED INSURED
EFFECTIVE DATE:
MARSH RISK & INSURANCE SERVICES
Nonrenewal): Number of Days Notice: 10 days
Cancellation For Nonpayment: Number of Days Notice: 10 days Carrier will provide notice of cancellation or nonrenewal per below if required by a written contract . 2 San Francisco
Insurance25 Certificate of Liability
Cancellation For Other Than Nonpayment: Number of Days Notice: 30 days DBA Flock Safety
Flock Group Inc
1170 Howell Mill Rd NW
2 CN134017657
Atlanta, GA 30318