Approved Agreements and Contracts 2024/10/08 SURF Broadband METRO Act Permit

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                                                             METRO Act Permit
                                                               Bilateral Form
                                                              Revised 12/06/02


                                                         RIGHT-OF-WAY
                                            TELECOMMUNICATIONS PERMIT



                                                    TERMS AND CONDITIONS


             1        Definitions



                      1.1     Company shall mean Surf Air Wireless, LLC d/b/a Surf Internet organized under
                              the laws of the State of Delaware whose address is 228 Waterfall Dr., Elkhart, IN
                              46516.


                      1.2     Effective Date shall mean the date set forth in Part 13.

                      1.3     Manager       shall    mean       Municipality's   [Mayor/Manager/Supervisor/Village
                              President] or his/her/their designee.

                      1.4     METRO Act shall mean the Metropolitan Extension Telecommunications Rights-
                              of-Way Oversight Act, Act No. 48 of the Public Acts of 2002, as amended.

                      1.5     Municipality shall mean City of Muskegon, a Michigan municipal corporation.

                      1.6     Permit shall mean this document.

                      1.7     Public Right-of-Way shall mean the area on, below, or above a public roadway,
                              highway, street, alley, easement, or waterway, to the extent Municipality has the
                              ability to grant the rights set forth herein. Public right-of-way does not include a
                               federal, state, or private right-of-way.

                      1.8      Telecommunication Facilities or Facilities shall mean the Company’s equipment or
                               personal property, such as copper and fiber cables, lines, wires, switches, conduits,
                               pipes, and sheaths, which are used to or can generate, receive, transmit, carry,
                               amplify, or provide telecommunication services or signals. Telecommunication
                               Facilities or Facilities do not include antennas, supporting structures for antennas,
                               equipment shelters or houses, and any ancillary equipment and miscellaneous
                               hardware used to provide federally licensed commercial mobile service as defined
                               in Section 332(d) of Part I of Title III of the Communications Act of 1934, Chapter
                               652, 48 Stat. 1064, 47 U.S.C. 332 and further defined as commercial mobile radio
                               service in 47 CFR 20.3, and service provided by any wireless, 2-way
                               communications device.


                       1.9     Term shall have the meaning set forth in Part 7.
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             2       Grant


                     2.1      Municipality hereby grants a permit under the METRO Act to Company for access
                              to and ongoing use of the Public Right-of-Way to construct, install and maintain
                              Telecommunication Facilities in those portions of the Public Right-of-Way
                              identified on Exhibit A on the terms set forth herein.

                              2.1.1    Exhibit A may be modified by written request by Company and approval
                                       by Manager.


                              2.1.2    Manager shall not unreasonably condition or deny any request for a
                                       modification of Exhibit A. Any decision of Manager on a request for a
                                       modification may be appealed by Company to Municipality’s legislative
                                       body.


                      2.2     Overlashing. Company shall not allow the wires or any other facilities of a third
                              party to be overlashed to the Telecommunication Facilities without Municipality’s
                              prior written consent. Municipality's right to withhold written consent is subject to
                              the authority of the Michigan Public Service Commission under Section 361 of the
                              Michigan Telecommunications Act, MCL § 484.2361.

                      2.3     Nonexclusive. The rights granted by this Permit are nonexclusive. Municipality
                              reserves the right to approve, at any time, additional permits for access to and
                              ongoing usage of the Public Right-of-Way by telecommunications providers and to
                              enter into agreements for use of the Public Right-of-Way with and grant franchises
                              for use of the Public Right-of-Way to telecommunications providers, cable
                              companies, utilities and other providers.

                      Contacts, Maps and Plans

                               3.1.1   Company Contacts. The names, addresses and the like for engineering and
                                       construction related information for Company and its Telecommunication
                                       Facilities are as follows: Steve Charney, Director of OSP Engineering,
                                       3325      Middlebury     St,   Elkhart,   IN   46516,     574-306-5678,
                                       scharney@surfinternet.com.
                      3.2


                               3.2.1   The address, e-mail address, phone number and contact person (title or
                                       name) at Company’s local office (in or near Municipality) is Adam Bates,
                                       Director of OSP Construction, 400 76" St. SW, Byron Center, MI 49315,
                                        517-375-1693, abates@surfinternet.com.
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                              3.2.2. If Company’s engineering drawings, as-built plans and related records for
                                     the Telecommunication Facilities will not be located at the preceding local
                                     office, the location address, phone number and contact person (title or
                                     department) for them is Steve Charney, Director of OSP Engineering, 3325
                                     Middlebury        St,     Elkhart,     IN      46516,        574-306-5678,
                                        scharney@surfinternet.com.

                               3.2.3    The name, title, address, e-mail address and telephone numbers of
                                        Company’s engineering contact person(s) with responsibility for the design,
                                        plans and construction of the Telecommunication Facilities is Steve
                                        Charney, Director of OSP Engineering, 400 76" St. SW, Suite 15, Byron
                                        Center, MI 49315, 574-306-5678, scharney@surfinternet.com; and/or
                                        Adam Bates, Director of OSP Construction, 400 76" St. SW, Suite 15,
                                        Byron Center MI, 49315, 517-375-1693, abates@surfinternet.com.

                               3.2.4    The address, phone number and contact person (title or department) at
                                        Company’s home office/regional office with responsibility for engineering
                                        and construction related aspects of the Telecommunication Facilities is
                                        Steve, Charney, Director of OSP Engineering, 400 76" St. SW, Suite 15,
                                        Byron Center, MI 49315, 574-306-5678, scharney@surfinternet.com,
                                        and/or Adam Bates, Director of OSP Construction, 400 76" St. SW, Suite
                                        15, Byron Center MI, 49315, 517-375-1693, abates@surfinternet.com.

                               3.2.5    Company shall at all times provide Manager with the phone number at
                                        which a live representative of Company (not voice mail) can be reached 24
                                        hours a day, seven (7) days a week, in the event of a public emergency. For
                                        emergencies, please contact the Surf Internet Network Operations Center at
                                        574-584-2300.


                                3.2.6   The preceding information is accurate as of the Effective Date. Company
                                        shall notify Municipality in writing as set forth in Part 12 of any changes in
                                         the preceding information.

                       3.3      Route Maps. Within ninety (90) days after the substantial completion of
                                construction of new Facilities in a Municipality, a provider shall submit route maps
                                showing the location of the Telecommunication Facilities to both the Michigan
                                Public Service Commission and to the Municipality, as required under Section 6(7)
                                of the METRO Act, MCLA 484.3106(7).

                       3.4      As-Built Records. Company, without expense to Municipality, shall, upon forty-
                                eight (48) hours notice, give Municipality access to all "as-built" maps, records,
                                plans and specifications showing the Telecommunication Facilities or portions
                                thereof in the Public Right-of-Way. Upon request by Municipality, Company shall
                                inform Municipality as soon as reasonably possible of any changes from previously
                                                                  3.
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                              supplied maps, records, or plans and shall mark up maps provided by Municipality
                              so as to show the location of the Telecommunication Facilities.

             4       Use of Public Right-of-Way

                     4.1      No Burden on Public Right-of-Way. Company, its contractors, subcontractors, and
                              the Telecommunication Facilities shall not unduly burden or interfere with the
                              present or future use of any of the Public Right-of-Way. Company’s aerial cables
                              and wires shall be suspended so as to not endanger or injure persons or property in
                              or about the Public Right-of-Way. If Municipality reasonably determines that any
                              portion of the Telecommunication Facilities constitutes an undue burden or
                              interference, due to changed circumstances, Company, at its sole expense, shall
                              modify the Telecommunication Facilities or take such other actions as Municipality
                              may determine is in the public interest to remove or alleviate the burden, and
                              Company shall do so within a reasonable time period. Municipality shall attempt
                              to require all occupants of a pole or conduit whose facilities are a burden to remove
                              or alleviate the burden concurrently.

                      4.2     No Priority. This Permit does not establish any priority of use of the Public Right-
                              of-Way by Company over any present or future permittees or parties having
                              agreements with Municipality or franchises for such use. In the event of any dispute
                              as to the priority of use of the Public Right-of-Way, the first priority shall be to the
                              public generally, the second priority to Municipality, the third priority to the State
                              of Michigan and its political subdivisions in the performance of their various
                              functions, and thereafter as between other permit, agreement or franchise holders,
                              as determined by Municipality in the exercise of its powers, including the police
                              power and other powers reserved to and conferred on it by the State of Michigan.

                      4.3     Restoration of Property. Company, its contractors and subcontractors shall
                              immediately (subject to seasonal work restrictions) restore, at Company’s sole
                              expense, in a manner approved by Municipality, any portion of the Public Right-
                              of-Way that is in any way disturbed, damaged, or injured by the construction,
                              installation, operation, maintenance or removal of the Telecommunication
                              Facilities to a reasonably equivalent (or, at Company’s option, better) condition as
                              that which existed prior to the disturbance. In the event that Company, its
                              contractors or subcontractors fail to make such repair within a reasonable time,
                              Municipality may make the repair and Company shall pay the costs Municipality
                               incurred for such repair.

                      44       Marking. Company shall mark the Telecommunication Facilities as follows: Aerial
                               portions of the Telecommunication Facilities shall be marked with a marker on
                               Company’s lines on alternate poles which shall state Company’s name and provide
                               a toll-free number to call for assistance. Direct buried underground portions of the
                               Telecommunication Facilities shall have (1) a conducting wire placed in the ground

                                                                 4.
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                             at least several inches above Company’s cable (if such cable is nonconductive); (2)
                             at least several inches above that, a continuous colored tape with a statement to the
                             effect that there is buried cable beneath; and (3) stakes or other appropriate above
                             ground markers with Company’s name and a toll-free number indicating that there
                             is buried telephone cable below.            Bored underground portions of the
                             Telecommunication Facilities shall have a conducting wire at the same depth as the
                             cable and shall not be required to provide the continuous colored tape. Portions of
                             the Telecommunication Facilities located in conduit, including conduit of others
                             used by Company, shall be marked at its entrance into and exit from each manhole
                             and handhole with Company’s name and a toll-free telephone number.

                     4.5      Tree Trimming. Company may trim trees upon and overhanging the Public Right-
                              of-Way so as to prevent the branches of such trees from coming into contact with
                              the Telecommunication Facilities, consistent with any standards adopted by
                              Municipality. Company shall dispose of all trimmed materials. Company shall
                              minimize the trimming of trees to that essential to maintain the integrity of the
                              ‘Telecommunication Facilities. Except in emergencies, all trimming of trees in the
                             Public Right-of-Way shall have the advance approval of Manager.

                      4.6     Installation and Maintenance. The construction and installation of the
                              Telecommunication Facilities shall be performed pursuant to plans approved by
                              Municipality. The open cut of any Public Right-of-Way shall be coordinated with
                              the Manager or his designee.              Company shall install and maintain the
                              Telecommunication Facilities in a reasonably safe condition. If the existing poles
                              in the Public Right-of-Way are overburdened or unavailable for Company’s use, or
                              the facilities of all users of the poles are required to go underground then Company
                              shall, at its expense, place such portion of its Telecommunication Facilities
                              underground, unless Municipality approves an alternate location. Company may
                              perform maintenance on the Telecommunication Facilities without prior approval
                              of Municipality, provided that Company shall obtain any and all permits required
                              by Municipality in the event that any maintenance will disturb or block vehicular
                               traffic or are otherwise required by Municipality.

                      4.7      Pavement Cut Coordination, Company shall coordinate its construction and all
                               other work in the Public Right-of-Way with Municipality’s program for street
                               construction and rebuilding (collectively “Street Construction”) and its program for
                               street repaving and resurfacing (except seal coating and patching) (collectively,
                               “Street Resurfacing”).

                               4.7.1   The goals of such coordination shall be to encourage Company to conduct
                                       all work in the Public Right-of-Way in conjunction with or immediately
                                       prior to any Street Construction or Street Resurfacing planned by
                                       Municipality.
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                     4.8      Compliance with Laws. Company shall comply with all laws, statutes, ordinances,
                             rules and regulations regarding the construction, installation, and maintenance of
                              its Telecommunication Facilities, whether federal, state or local, now in force or
                              which hereafter may be promulgated. Before any installation is commenced,
                              Company shall secure all necessary permits, licenses and approvals from
                              Municipality or other governmental entity as may be required by law, including,
                              without limitation, all utility line permits and highway permits. Municipality shall
                              not unreasonably delay or deny issuance of any such permits, licenses or approvals.
                              Company shall comply in all respects with applicable codes and industry standards,
                              including but not limited to the National Electrical Safety Code (latest edition
                              adopted by Michigan Public Service Commission) and the National Electric Code
                              (latest edition). Company shall comply with all zoning and land use ordinances
                              and historic preservation ordinances as may exist or may hereafter be amended.
                              This section does not constitute a waiver of Company’s right to challenge laws,
                              statutes, ordinances, rules or regulations now in force or established in the future.


                     4.9      Street Vacation. If Municipality vacates or consents to the vacation of Public
                              Right-of-Way within its jurisdiction, and such vacation necessitates the removal
                              and relocation of Company's Facilities in the vacated Public Right-of-Way,
                              Company shall, as a condition of this Permit, consent to the vacation and remove
                              its Facilities at its sole cost and expense when ordered to do so by Municipality or
                              a court of competent jurisdiction. Company shall relocate its Facilities to such
                              alternate route as Municipality and Company mutually agree, applying reasonable
                              engineering standards.


                     4.10     Relocation.   If Municipality requests Company to relocate, protect, support,
                              disconnect, or remove its Facilities because of street or utility work, or other public
                              projects, Company shall relocate, protect, support, disconnect, or remove its
                              Facilities, at its sole cost and expense, including where necessary to such alternate
                              route as Municipality and Company mutually agree, applying reasonable
                              engineering standards. The work shall be completed within a reasonable time
                              period.


                      4.11    Public Emergency. Municipality shall have the right to sever, disrupt, dig-up or
                              otherwise destroy Facilities of Company if such action is necessary because of a
                              public emergency. If reasonable to do so under the circumstances, Municipality
                              shall attempt to provide notice to Company. Public emergency shall be any
                              condition which poses an immediate threat to life, health, or property caused by any
                              natural or man-made disaster, including, but not limited to, storms, floods, fire,
                              accidents, explosions, water main breaks, hazardous material spills, etc. Company
                              shall be responsible for repair at its sole cost and expense of any of its Facilities
                              damaged pursuant to any such action taken by Municipality.




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                     AAD      Miss Dig. If eligible to join, Company shall subscribe to and be a member of "MISS
                              DIG," the association of utilities formed pursuant to Act 174 of the Public Acts of
                              2013, as amended, MCL § 460.721 et seq., and shall conduct its business in
                              conformance with the statutory provisions and regulations promulgated thereunder.

                     4.13     Underground Relocation. If Company has its Facilities on poles of Consumers
                              Energy, Detroit Edison or another electric or telecommunications provider and
                              Consumers Energy, Detroit Edison or such other electric or telecommunications
                              provider relocates its system underground, then Company shall relocate its
                              Facilities underground in the same location at Company’s sole cost and expense.

                      44      Identification, All personnel of Company and its contractors or subcontractors who
                              have as part of their normal duties contact with the general public shall wear on
                              their clothing a clearly visible identification card bearing Company’s name, their
                              name and photograph. Company shall account for all identification cards at all
                              times. Every service vehicle of Company and its contractors or subcontractors shall
                              be clearly identified as such to the public, such as by a magnetic sign with
                               Company’s name and telephone number.

              5       Indemnification

                      5.1      Indemnity. Company shall defend, indemnify, protect, and hold harmless
                               Municipality, its officers, agents, employees, elected and appointed officials,
                               departments, boards, and commissions from any and all claims, losses, liabilities,
                               causes of action, demands, judgments, decrees, proceedings, and expenses of any
                               nature (collectively “claim” for this Part 5) (including, without limitation,
                               attorneys’ fees) arising out of or resulting from the acts or omissions of Company,
                               its officers, agents, employees, contractors, successors, or assigns, but only to the
                               extent such acts or omissions are related to the Company’s use of or installation of
                               facilities in the Public Right-of-Way and only to the extent of the fault or
                               responsibility of Company, its officers, agents, employees, contractors, successors
                               and assigns.

                       5.2     Notice, Cooperation. Municipality shall notify Company promptly in writing of
                               any such claim and the method and means proposed by Municipality for defending
                               or satisfying such claim. Municipality shall cooperate with Company in every
                               reasonable way to facilitate the defense of any such claim. Municipality shall
                               consult with Company respecting the defense and satisfaction of such claim,
                                including the selection and direction of legal counsel.

                       5.3      Settlement, Municipality shall not settle any claim subject to indemnification under
                                this Part 5 without the advance written consent of Company, which consent shall
                                not be unreasonably withheld. Company shall have the right to defend or settle, at

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                              its own expense, any claim against Municipality for which Company is responsible
                              hereunder.


             6       Insurance


                     6.1      Coverage Required. Prior to beginning any construction in or installation of the
                              Telecommunication Facilities in the Public Right-of-Way, Company shall obtain
                              insurance as set forth below and file certificates evidencing same with
                              Municipality. Such insurance shall be maintained in full force and effect until the
                              end of the Term. In the alternative, Company may satisfy this requirement through
                              a program of self-insurance, acceptable to Municipality, by providing reasonable
                              evidence of its financial resources to Municipality. Municipality’s acceptance of
                              such self-insurance shall not be unreasonably withheld.

                              6.1.1   Commercial general liability insurance, including Completed Operations
                                      Liability, Independent Contractors Liability, Contractual Liability
                                      coverage, railroad protective coverage and coverage for property damage
                                      from perils of explosion, collapse or damage to underground utilities,
                                      commonly known as XCU coverage, in an amount not less than Five
                                      Million Dollars ($5,000,000).

                                       Liability insurance for sudden and accidental environmental contamination
                                       with minimum limits of Five Hundred Thousand Dollars ($500,000) and
                                       providing coverage for claims discovered within three (3) years after the
                                       term of the policy.


                              6.1.3    Automobile liability insurance in an amount not less than One Million
                                       Dollars ($1,000,000).


                              6.1.4    Workers' compensation and employer's liability insurance with statutory
                                       limits, and any applicable Federal insurance of a similar nature.

                                       The coverage amounts set forth above may be met by a combination of
                                       underlying (primary) and umbrella policies so long as in combination the
                                       limits equal or exceed those stated. If more than one insurance policy is
                                       purchased to provide the coverage amounts set forth above, then all policies
                                       providing coverage limits excess to the primary policy shall provide drop
                                       down coverage to the first dollar of coverage and other contractual
                                       obligations of the primary policy, should the primary policy carrier not be
                                       able to perform any of its contractual obligations or not be collectible for
                                       any of its coverages for any reason during the Term, or (when longer) for
                                       as long as coverage could have been available pursuant to the terms and
                                       conditions of the primary policy.



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                     6.2     Additional Insured. Municipality shall be named as an additional insured on all
                             policies (other than worker’s compensation and employer’s liability). All insurance
                             policies shall provide that they shall not be canceled, modified or not renewed
                             unless the insurance carrier provides thirty (30) days prior written notice to
                             Municipality. Company shall annually provide Municipality with a certificate of
                             insurance evidencing such coverage.         All insurance policies (other than
                             environmental contamination, workers' compensation and employer's liability
                             insurance) shall be written on an occurrence basis and not on a claims made basis.

                      6.3     Qualified Insurers. All insurance shall be issued by insurance carriers licensed to
                              do business by the State of Michigan or by surplus line carriers on the Michigan
                              Insurance Commission approved list of companies qualified to do business in
                              Michigan. All insurance and surplus line carriers shall be rated A+ or better by
                              A.M. Best Company.


                      6.4     Deductibles. If the insurance policies required by this Part 6 are written with
                              retainages or deductibles in excess of $50,000, they shall be approved by Manager
                              in advance in writing. Company shall indemnify and save harmless Municipality
                              from and against the payment of any deductible and from the payment of any
                              premium on any insurance policy required to be furnished hereunder.

                      6.5      Contractors. Company’s contractors and subcontractors working in the Public
                               Right-of-Way shall carry in full force and effect commercial general liability,
                               environmental contamination liability, automobile liability and workers’
                               compensation and employer liability insurance which complies with all terms of
                               this Part 6. In the alternative, Company, at its expense, may provide such coverages
                               for any or all its contractors or subcontractors (such as by adding them to
                               Company’s policies).

                               Insurance Primary. Company’s insurance coverage shall be primary insurance with
                               respect to Municipality, its officers, agents, employees, elected and appointed
                               officials, departments, boards, and commissions (collectively “them”). Any
                               insurance or self-insurance maintained by any of them shall be in excess of
                               Company’s insurance and shall not contribute to it (where “insurance or self-
                               insurance maintained by any of them” includes any contract or agreement providing
                               any type of indemnification or defense obligation provided to, or for the benefit of
                               them, from any source, and includes any self-insurance program or policy, or self-
                               insured retention or deductible by, for or on behalf of them).




                               Term. The term (“Term”) of this Permit shall be until the earlier of:
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                                       Fifteen years (15) from the Effective Date; provided, however, that
                                       following such initial term there shall be three subsequent renewal terms of
                                       five (5) years. Each renewal term shal! be automatic unless Municipality
                                       notifies Company in writing, at least twelve (12) months prior to the end of
                                       any term then in effect, that due to changed circumstances a need exists to
                                       negotiate the subsequent renewal with Company. Municipality shall not
                                       unreasonably deny a renewal term; or


                                       When the Telecommunication Facilities have not been used to provide
                                       telecommunications services for a period of one hundred and eighty (180)
                                       days by the Company or a successor of an assign of the Company, or

                               7.1.3   When Company, at its election and with or without cause, delivers written
                                       notice of termination to Municipality at least one-hundred and eighty (180)
                                       days prior to the date of such termination; or

                               714      Upon either Company or Municipality giving written notice to the other of
                                       ‘the occuirence or existence of a default by the other party under Sections
                                        4.8, 6, 8-or 9 of this Permit and such defaulting party failing to cure, or
                                        commence good faith efforts to cure, such default within sixty (60) days (or
                                        such shorter period of time provided elsewhere in this Permit) after delivery
                                       of such notice; or


                                       Unless Manager grants a written extension, one year from the Effective
                                       Date if prior thereto Company has not started the construction and
                                       installation of the Telecommunication Facilities within the Public Right-of-
                                       Way and two years from the Effective Date if by such time construction and
                                        installation of the Telecommunication Facilities is not complete.

                      Performance Bond or Letter of Credit

                      8.1      Municipal Requirement. Municipality may require Company to post a bond (or
                               letter of credit) as provided in Section 15(3) of the METRO Act, as amended [MCL
                               § 484.3115(3)].


                      Fees


                       9.1     Establishment: Reservation. The METRO Act shall control the establishment of
                               right-of-way fees. The parties reserve their respective rights regarding the nature
                               and amount of any fees which may be charged by Municipality in connection with
                               the Public Right-of-Way.


              10       Removal



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                      10.1    Removal: Underground. As soon as practicable after the Term, Company or its
                              successors and assigns shall remove any underground cable or other portions of the
                              Telecommunication Facilities from the Public Right-of-Way which has been
                              installed in such a manner that it can be removed without trenching or other opening
                              of the Public Right-of-Way. Company shall not remove any underground cable or
                              other portions of the Telecommunication Facilities which requires trenching or
                              other opening of the Public Right-of-Way except with the prior written approval of
                              Manager. All removals shall be at Company’s sole cost and expense.

                              10.1.1 For purposes of this Part 10, “cable” means any wire, coaxial cable, fiber
                                       optic cable, feed wire or pull wire.

                      10.2    Removal: Above Ground. As soon as practicable after the Term, Company, or its
                              successor or assigns at its sole cost and expense, shall, unless waived in writing by
                              Manager, remove from the Public Right-of-Way all above ground elements of its
                              Telecommunication Facilities, including but not limited to poles, pedestal mounted
                               terminal boxes, and lines attached to or suspended from poles.

                      10.3     Schedule. The schedule and timing of removal shall be subject to approval by
                               Manager. Unless extended by Manager, removal shall be completed not later than
                               twelve (12) months following the Term. Portions of the Telecommunication
                               Facilities in the Public Right-of-Way which are not removed within such time
                               period shall be deemed abandoned and, at the option of Municipality exercised by
                               written notice to Company as set forth in Part 12, title to the portions described in
                               such notice shall vest in Municipality.

              tl      Assignment. Company may assign or transfer its rights under this Permit, or the persons
                      or entities controlling Company may change, in whole or in part, voluntarily, involuntarily,
                      or by operation of law, including by merger or consolidation, change in the ownership or
                      control of Company’s business, or by other means, subject to the following:

                       11.1    No such transfer or assignment or change in the control of Company shall be
                               effective under this Permit, without Municipality’s prior approval (not to be
                               unreasonably withheld), during the time period from the Effective Date until the
                               completion of the construction of the Telecommunication Facilities in those
                               portions of the Public Right-of-Way identified on Exhibit A.

                       11.2    After the completion of such construction, Company must provide notice to
                               Municipality of such transfer, assignment or change in control no later than thirty
                                (30) days after such occurrence; provided, however,

                                11.2.1 Any transferee or assignee of this Permit shall be qualified to perform under
                                       its terms and conditions and comply with applicable law; shall be subject to
                                       the obligations of this Permit, including responsibility for any defaults
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                                        which occurred prior to the transfer or assignment; shall supply
                                        Municipality with the information required under Section 3.1; and shall
                                        comply with any updated insurance and performance bond requirements
                                        under Sections 6 and 8 respectively, which Municipality reasonably deems
                                        necessary, and


                               11.2.2 In the event of a change in control, it shall not be to an entity lacking the
                                      qualifications to assure Company’s ability to perform under the terms and
                                      conditions of this Permit and comply with applicable law; and Company
                                      shall comply with any updated insurance and performance bond
                                      requirements under Sections 6 and 8 respectively, which Municipality
                                        reasonably deems necessary.


                      11.3    Company may grant a security interest in this Permit, its rights thereunder or the
                              Telecommunication Facilities at any time without notifying Municipality.

             12      Notices


                      12.1    Notices. All notices under this Permit shall be given as follows:

                               12.1.1     Ifto Municipality, to 933 Terrace St., Muskegon, MI 49440,

                               12.1.2     Ifto Company, to 400 76" St. SW, Byron Center, MI 49315, with a copy
                                          to 228 Waterfall Dr., Elkhart, IN 46516

                      12.2     Change of Address. Company and Municipality may change its address or
                               personnel for the receipt of notices at any time by giving notice thereof to the other
                               as set forth above.


              13      Other items


                      13.1     No Cable, OVS. This Permit does not authorize Company to provide commercial
                               cable type services to the public, such as “cable service” or the services of an “open
                               video system operator” (as such terms are defined in the Federal Communications
                               Act of 1934 and implementing regulations, currently 47 U.S.C. §§ 522 (6), 573 and
                               47 CFR § 76.1500).


                      13.2     Duties. Company shall faithfully perform all duties required by this Permit.

                      13.3     Effective Date. This Permit shall become effective when issued by Municipality
                               and Company has provided any insurance certificates and bonds required in Parts
                               6 and 8, and signed the acceptance of the Permit.




                                                                -12-
Docusign Envelope ID: 62D771 8F-B324-4E9E-AA08-AD300B97D788




                      13.4 Authority, This Permit satisfies the requirement for a permit under Section 5 of the
                               METRO Act [MCL 484.3105].

                      13.5 Amendment. Except as set forth in Section 2.1 this Permit may be amended by the
                               written agreement of Municipality and Company.
                                                                                    this Permit shall be liberally
                       13.6 Interpretation and Severability. The provisions ,ofsafety
                            construed to protect and preserve the peace, health          and welfare of the public,
                            and should any provision or section of this Permit be held uncons  titutional, invalid,
                            overbroad or otherwise unenforceable, such determination/hold         ing shall not be
                             construed as affecting the validity of any of the remaining condit ions of this Permit.
                             If any provision in this Permit is found to be partially overbroad, unenforceable, or
                             invalid, Company aid Municipality may nevertheless enforce such provision to the
                                extent permitted under applicable law.

                        13.7 Governing Law. This Permit shall be governed by: the laws of the State of
                                Michigan.



                                                    ;           City of Muskegon

                                                                        .                  Cy
               Attest: , -
               its:_{bauty            Cheek                   . Hts;        City clerk
                                                                 Date: /O-        8°29




                                                                       13+
Docusign Envelope ID: 62D7718F-B324-4ESF-AA08-AD300B97D789




             “Company accepts the Permit granted by Municipality upon the terms and conditions contained
             therein.”


                                                             SURF      AIR   WIRELESS,   LLC   D/B/A   SURF
                                                             INTERNET



                                                             By:


                                                             Its:


                                                             Date:




              :ODMA\PCDOCS\GRRA7593 19\6




                                                                ~14-
Docusign Envelope ID: 62D7718F-B324-4E9F-AA08-AD300B97D789




                                                             Exhibit A


                             Public Right-of-Way to be Used by Telecommunication Facilities
Docusign Envelope ID: 62D77 18F-B324-4E9F-AA08-AD300B97D789




                                                              Exhibit B


                                                                Bond




                                                                 -16-
Docusign Envelope [D: 62D77 18F-B324-4E9F-AA08-AD300B97D789




                                             METRO Act Permit Application Form
                                                 Revised February 2, 2015



                                                              City of Muskegon


                                                        APPLICATION FOR
                                ACCESS TO AND ONGOING USE OF PUBLIC WAYS BY
                                           TELECOMMUNICATIONS PROVIDERS
                                                                  UNDER
                               METROPOLITAN EXTENSION TELECOMMUNICATIONS
                                             RIGHTS-OF-WAY OVERSIGHT ACT
                                                                 2002 PA 48
                                             MCL SECTIONS 484.3101 TO 484.3120

                                                                    BY


                                            Surf Air Wireless, LLC d/b/a Surf Internet
                                                              (“APPLICANT”)


              Unfamiliar with METRO Act?--Assistance: Municipalities unfamiliar — with Michigan
              Metropolitan Extension Telecommunications Rights-of-Way Oversight Act (“METRO Act”)
              permits for telecommunications providers should seek assistance, such as by contacting the
              Telecommunications Division of the Michigan Public Service Commission at 517-284-8190 or via
              its web site at METRO Act/Right of Way (michigan.gov).

               45 Days to Act—Fines for Failure to Act: The METRO Act states that “A municipality shall
               approve or deny access under this section within 45 days from the date a provider files an
               application for a permit for access to a public right-of-way." MCL 484.3115(3), The Michigan
               Public Service Commission can impose fines of up to $40,000 per day for violations of the
               METRO Act. It has imposed fines under the Michigan Telecommunications Act where it found
               providers or municipalities violated the statute.

               Where to File: Applicants should file copies as follows [municipalities should adapt as
               appropriate—unless otherwise specified service should be as follows]:

                        -- Three (3) copies (one of which shall be marked and designated as the master copy) with
                        the Clerk at 933 Terrace St., Muskegon, MI 49440.




                                                               City of Muskegon
Docusign Envelope ID: 62D7718F-B324-4E9F-AA08-AD300B97D789




                                                       APPLICATION FOR
                               ACCESS TO AND ONGOING USE OF PUBLIC WAYS BY
                                          TELECOMMUNICATIONS PROVIDERS


                                                                By
                                          Surf Air Wireless, LLC d/b/a Surf Internet
                                                         (“APPLICANT”)



                     This is an application pursuant to Sections 5 and 6 of the Metropolitan Extension
                     Telecommunications Rights-of-Way Oversight Act, 2002 PA 48 (the "METRO
                     Act") for access to and ongoing usage of the public right-of-way, including
                     public roadways, highways, streets, alleys, easements, and waterways (“Public
                      Ways”) in the Municipality for a telecommunications system. The METRO Act
                     states that “A municipality shall approve or deny access under this section within
                     45 days from the date a provider files an application for a permit for access to a
                     public right-of-way." MCL 484.3115(3).


                     This application must be accompanied by a one-time application fee of $500,
                     unless the applicant is exempt from this requirement under Section 5(3) of the
                     METRO Act, MCL 484.3105(3).




             1    GENERAL INFORMATION:

                      ll      Date:    08/06/2024

                      1.2     Applicant’s legal name:_        Surf Air Wireless, LLC
                              Mailing Address:                228 Waterfall Dr.
                                                              Elkhart, IN 46516
                              Telephone Number:                      888-274-6381
                              Corporate website:                     https://surfinternet.com/



                            Name and title of Applicant’s local manager (and if different) contact person
                      regarding this application:


                              Contact Name:                   Adam Bates, Director of OSP Construction
                              Mailing Address:                400 76" St. SW, Suite 15
                                                              Byron Center, MI 49315
                              Telephone Number:               517-375-1693
                              E-mail Address:                 abates@surfinternet.com


                      1.3     Type of Entity:     (Check one of the following)

                                       Corporation
                                       General Partnership
                                       Limited Partnership
                            _ xX __    Limited Liability Company

                                                                 2
Docusign Envelope ID: 62D7718F-B324-4E9F-AA08-AD300B97D789




                                          Individual
                                          Other, please describe:

                      1.4       Assumed name for doing business, if any:
                      1.5       Description of Entity:

             Jurisdiction of incorporation/formation, Delaware
             Date of incorporation/formation; 6/30/2006
             If a subsidiary, name of ultimate parent company;
             Chairperson, President/CEO, Secretary and Treasurer (and equivalent officials for non-corporate
             entities).

                                          Gene Crusie, CEO
                                          Ryan Delack, CFO
                                          Brent Williams, COO
                                          Patrick Wheeland, CTO

                     1.6 Attach copies of Applicant’s most recent annual report (with state ID number) filed
              with the Michigan Department of Licensing and Regulatory Affairs and certificate of           good
              standing with the State of Michigan. For entities in existence for less than one year and for non-
              corporate entities, provide equivalent information. (Please see attached)
                       1.7.      Is Applicant aware of any present or potential conflicts of interest between
              Applicant and Municipality? If yes, describe:
                                                               None


                          1.8     In the past three (3) years, has Applicant had a permit to install telecommunications
              facilities in the public right of way revoked by any Michigan municipality?
                          1.9    Circle:      Yes

                          If "yes," please describe the circumstances.

                       1.10 In the past three (3) years, has an adverse finding been made or an adverse final
               action been taken by any Michigan court or administrative body against Applicant under any law
               or regulation related to the following:

               A felony; or



               A revocation ot suspension of any authorization (including cable franchises) to provide
               telecommunications or video programming services?

                                Circle:     Yes


               If "yes," please attach a full description of the parties and matters involved, includin      g an
               identification of the court or administrative body and any proceedings (by dates and file numbers ,
                if applicable), and the disposition of such proceedings.
                                                                      3
Docusign Envelope ID: 62D7718F-B324-4E9F-AA08-AD300B97D789




                    1.11    [If Applicant has been granted and currently holds a license to provide basic local
             exchange service, no financial information needs to be supplied.] If publicly held, provide
             Applicant’s most recent financial statements. If financial statements of a parent company of
             Applicant (or other affiliate of Applicant) are provided in lieu of those of Applicant, please explain.

              If privately held, and if Municipality requests the information within 10 days of the date of this
             Application, the Applicant and the Municipality should make arrangements for the Municipality
             to review the financial statements.

                            If no financial statements are provided, please explain and provide particulars.

             A private review of the financial statements can be arranged if required by Municipality with an
             approved and executed non-disclosure agreement.


             2 DESCRIPTION OF PROJECT:

                    2.1    Provide a copy of authorizations, if applicable, Applicant holds to provide
             telecommunications services in Municipality. If no authorizations are applicable, please explain.

                    2.2   Describe in plain English how Municipality should describe to the public the
             telecommunications services to be provided by Applicant and the telecommunications facilities to
             be installed by Applicant in the Public Ways.

                              Installation of Telecommunications Conduit and Fiber via underground or aerial
                              methods.

                     2.3    Attach route maps showing the location (including whether overhead or
             underground) of Applicant’s existing and proposed facilities in the public right-of-way. To the
             extent known, please identify the side of the street on which the facilities will be located. (If
             construction approval is sought at this time, provide engineering drawings, if available, showing
             location and depth, if applicable, of facilities to be installed in the public right-of-way).

                              A high-level map is attached which shows proposed routes and facilities. Final
                              detailed drawings will be provided as part of the formal permitting process with the
                              municipality or governing entity responsible for the right-of-ways. Approved
                              permits and engineered drawings will be shared with involved parties as part of the
                              process.

                      2.4     Please provide an anticipated or actual construction schedule.

                              Surf Internet intends to begin construction immediately upon receiving the
                              necessary permits from the municipality.

                      2.5     Please list all organizations and entities which will have any ownership interest in
             the facilities proposed to be installed in the Public Ways.

                                       Surf Air Wireless, LLC
Docusign Envelope ID; 62D7718F-B324-4E9F-AA08-AD300B97D788




                    2.6   Whowill be responsible for maintaining the facilities Applicant places in the Public
             Ways and how are they to be promptly contacted? If Applicant's facilities are to be installed on
             or in existing facilities in the Public Ways of existing public utilities or incumbent
             telecommunications providers, describe the facilities to be used, and provide verification of their
             consent to such usage by Applicant.

                                       Surf Air Wireless, LLC



             3 TELECOMMUNICATION PROVIDER ADMINISTRATIVE
             MATTERS:

                      Please provide the following or attach an appropriate exhibit.

                      3.1      Address of Applicant’s nearest local office;

                                       228 Waterfall Dr., Elkhart, IN 46516

                      3.2      Location of all records and engineering drawings, if not at local office;

                                       3325 Middlebury St., Elkhart, IN 46516

                       3.3     Names, titles, addresses, e-mail addresses and telephone numbers of contact
              person(s) for Applicant’s engineer or engineers and their responsibilities for the
              telecommunications system,

                                        Steve Charney, Director of OSP Engineering
                                        A00 76 St. SW, Byron Center, MI 49315
                                        scharney@surfinternet.com
                                        574-306-5678

                       3.4     Provide evidence of self-insurance or a certificate of insurance showing Applicant’s
              insurance coverage, carrier and limits of liability for the following:

              Worker's compensation;

               Commercial general liability, including at least:

                                        3.4.1.1      Combined overall limits;

                                         3.4.1.2     Combined single limit for each occurrence of bodily injury;

                                         3.4.1.3     Personal injury;

                                         3.4.1.4     Property damage;

                                         3.4.1.5     Blanket contractual liability for written contracts, products, and
                                completed operations,
Docusign Envelope ID: 62D7718F-B324-4E9F-AA08-AD300B97D789




                                      3.4.1.6      Independent contractor lability;


                                     3.4.1.7     For any non-aerial installations, coverage for property damage
                              from perils of explosives, collapse, or damage to underground utilities (known as
                              XCU coverage);
                                    3.4.1.8        Environmental contamination;

             Automobile liability covering all owned, hired, and non-owned vehicles used by Applicant, its
             employee, or agents.


                     3.5    Names of all anticipated contractors and subcontractors involved            in   the
             construction, maintenance and operation of Applicant’s facilities in the Public Ways.
Docusign Envelope ID: 62D7718F-B324-4E9F-AA08-AD300B97D789




             4   CERTIFICATION:

                     All the statements made in the application and attached exhibits are true and correct to the
                      best of my knowledge and belief.



                                                                   NAME OF ENTITY (“‘APPLICANT”)
                                                                   Surf Air Wireless, LLC d/b/a Surf Internet
                                                                            Signed by:



                                                                   By:     Stolen. ihave
                                                                            ADSF4F47A3AE459...

                                                                   Title: Steve Charney, Director OSP Engineering

                                                                   Date: 8/6/2024




              S:\metroapplicationform.doc
Docusign Envelope ID: 62D7718F-B324-4E9F-AA08-AD300B97D789

                    ) &                                                                                                                                            DATE (MM/DDIYYYY)
 ACCORD                                           CERTIFICATE OF LIABILITY INSURANCE
  Nee                                                                                                                                                            8/6/2024

  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.
  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 pollcles may require an endorsement.                                            A statement on
  this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
 PRODUCER                                                                                 RONTACT         Tracy Alexander
  UNICO Group                                                                                                                                        x
                                                                                          PHONE exp,      (402) 434-7200                           (AIG, Nol:
  1128 Lincofn Mall, Suite 200                                                            EMAL os:        talexander@unitelinsurance.com
  Lincoln, NE, 68508                                                                                         INSURER(S) AFFORDING COVERAGE                                     NAIC
                                                                                                                                                                                  #

                                                                                          INsURERA;      The Phoenix Insurance Company                                      25623
 INSURED                                                                                             .   Travelers Property    Casualty        Co of America                25674
 Surf Air Wireless, LLC
  PO Box 552
                                                                                          nn Travelers
                                                                                          INSURERC:       ravelers
                                                                                                                     € P me fA
                                                                                                                     Casualty of
                                                                                                                                          y
                                                                                                                                    America
                                                                                                                                                                            38188
 Goshen, IN, 46527                                                                        INSURER
                                                                                               D:
                                                                                               E:
                                                                                          INSURER

                                                                                          INSURERF:

 COVERAGES                                       CERTIFICATE NUMBER:         1722966291873                                    REVISION NUMBER:
  THIS 1S 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 SUGH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
                                                       ADDLISUBR
re                 TYPE OF INSURANCE                   inap |WvD         POLICY NUMBER           (HNIDDIVYYY) | (MMIDDIYYY)                              LIMITS
       X | COMMERCIAL GENERAL LIABILITY                            H-630-1Y025674-PHX-24          6/1/2024 | 6/1/2025 | EAcH OCCURRENCE                          $           1,000,000
                                                                                                                              DAMAGE TO RENTED
                 CLAIMS-MADE            OccUR                                                                                 PREMISES (Ea occurrence) | $                   1,000,000
      |                                                                                                                       MED EXP (Any one person)           3              10,000
 A ||                                                                                                                         PERSONAL & ADV INJURY              _|$         1,000,000
      |GEN'L AGGREGATE LIMIT APPLIES PER:                                                                                     GENERAL AGGREGATE                  $           2,000,000
      |X| poucy                ERO        LOG                                                                                 PRODUCTS - COMPIOP AGG | $                     2,000,000
           OTHER:                                                                                                                                                $
       AUTOMOBILE LIABILITY                                        810-1Y02623A-24-13-G           6/1/2024 | 6/1/2025 | FOMBINEDSINGLELIMIT | §                              1,000,000
       X | ANY AUTO                                                                                                           BODILY INJURY (Per person) | $

  B        SEO ONLY                  area TED                                                                                 BODILY INJURY (Per accident)| $
      rX| HIRED                      NON-OWNED                                                                                PROPERTY DAMAGE                    $
      |“_| AUTOS ONLY                AUTOS CNLY                                                                               (Per aceldent)
                                                                                                                                                                 $

       X | UMBRELLALIAB              X | occur                     CUP-1Y131133-24-I3             6/1/2024 | 6/1/2025 | cach occURRENCE                          $          10,000,000

  B         EXGESS LIAB                 CLAIMS-MADE                                                                           AGGREGATE                          $          10,000,000
            ozo |X [Retentions             10,000                                                                                                                $
  C | AND EMPLOYERS’ LIABILITY
      WORKERS GOMPENSATION
                                                 YIN               UB-1¥027643-24-13-G
                                                                      :        “94.73.
                                                                                                                           SFkure |
                                                                                                  6/1/2024 | 6/1/2025 |X | PER                       [8h
                                                                                                                                                     OTH:

      ANYPROPRIETOR/PARTNERIEXEGUTIVE                                                                                         EL. EAGH ACGIDENT                  $           1,000,000
      OFFICER/MEMBEREXCLUDED?                          NIA
      (Mandatory In NH)                                                                                                       EL, DISEASE
                                                                                                                                       - EAEMPLOYEE] $                       1,000,000
      If yes, describe under
      DESCRIPTION OF OPERATIONS below                                                                                         E.L. DISEASE - POLICY LIMIT | $                1,000,000




 DESCRIPTION OF OPERATIONS / LOGATIONS
                                  / VEHIGLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required)
  The City of Muskegon, its staff, and elected or appointed officials are named as additional insured as required by written contract.




 CERTIFICATE HOLDER                                                                       CANCELLATION


  city of Muskegon                                                                          SHOULD ANY OF THE ABOVE DESGRIBED POLICIES BE CANCELLED BEFORE

  933 Terrace St,                                                                           THE EXPIRATION DATE THEREOF, NOTICE                     WILL        BE      DELIVERED     IN
                                                                                            ACGORDANCE WITH THE POLICY PROVISIONS.
  Muskegon, MI, 49440

                                                                                          AUTHORIZED REPRESENTATIVE




                                                                                                          Lyo—      babe
                                                                                                          © 1988-2015 ACORD CORPORATION, All rights reserved.
 ACORD 25 (2016/03)                                      The AGORD name and logo are registered marks of ACORD
Docusign Envelope ID; 62D7718F-B324~4E9F-AA08-AD300B97D789


                                                                         Evanston Insurance Company
                                                                                        POLICY NUMBER: CPLMOL110115


    MARKEL

                                     CONTRACTOR’S POLLUTION LIABILITY
                                       SUPPLEMENTAL DECLARATIONS

     AMOUNTS INCURRED AS SUPPLEMENTARY PAYMENTS IN EXCESS OF THE DEFENSE EXPENSES
     AGGREGATE LIMIT WILL REDUCE THE LIMIT OF LIABILITY AVAILABLE AND WILL BE APPLIED AGAINST THE
     SELF-INSURED RETENTION OR DEDUCTIBLE.

                            Limits Of Insurance And Self-Insured Retention Or Deductible
     LIMITS OF INSURANCE
     Coverage Form Aggregate Limit                                            $4,000,000
        XJ Each Contractor's Pollution Condition Limit                        $1,000,000
            Each Transportation Pollution Condition Limit                     $1,000,000
        Bj Each Non-Owned Disposal Site Pollution Condition Limit             $1,000,000
            Each Crisis Management And Emergency Response Limit               $1,000,000
        XX] Defense Expenses Aggregate Limit                                  $1,000,000


      [_] SELF-INSURED RETENTION
      X] DEDUCTIBLE


         Each Pollution Condition                                             $10,000

                                     Retroactive Date (Not applicable with MEEI 0007)
      Retroactive Date (Claims-Made And Reported Coverage Only)
      This insurance does not apply to injury or damages that occurs before the Retroactive Date shown above.

                                                             Endorsements

      Forms and Endorsements applying to this Coverage Form and made a part of this policy at time of issue:
                                           SEE FORMS SCHEDULE MDIL 1001 ATTACHED




       MDE! 2015 11 17                                                                                          Page 1 of1
re
 Docusign Envelope ID: 62D7718F-B324-4E9F-AA08-AD300B97D789
  Filed by Corporations Division Administrator Filing Number: 223731099370                              Date: 11/16/2023




Department of Licensing and Regulator

                                                     ANNUAL STATEMENT
                                            For use by FOREIGN LIMITED LIABILITY COMPANY
                                            (Required by Section 207, Act 23, Public Act of 1993)

 Identification Number:                                           801879615

Annual Statement Filing Year!      2024

 1, Limited Liability Company Name:

    SURF AIR WIRELESS, LLC




 2. The street address of the limited liability company's registered office and name of the resident agent at that office:
 1, Resident Agent Name:      THE CORPORATION COMPANY
 2, Street Address:           40600 ANN ARBOR RD E STE 201
    Apt/Suite/Other:

    City:                     PLYMOUTH
    State:                    MI                                             Zip Code: 48170



 3. Mailing address of the registered office:
     P.O, Box or Street
     Address:
     Apt/Suite/Other:
     City:
     State:                                                                   Zip Code:


  This annual statement must be signed by a member, manager, or an authorized agent.
  Signed this 16th Day of November, 2023 by:


   Heather M Neveu                                                Authorized Agent



  By selecting ACCEPT, I hereby acknowledge that this electronic document   is being signed in accordance with the Act. I further certify
  that to the best of my knowledge the information provided is true,accurate, and in compliance with the Act.
                                                              C Decline      © Accept
Docusign Envelope ID: 62D7718F-B324-4E9F-AA08-AD300B97D789

Filed by Corporations Division Administrator                 Filing Number: 223731099370         Date: 11/16/2023




     MICHIGAN DEPARTMENT                            OF LICENSING AND REGULATORY AFFAIRS

                                              FILING ENDORSEMENT



     This is to Certify that the 2024 ANNUAL STATEMENT

                                                                   for



     SURF AIR WIRELESS, LLC


                                                              ID Number:          801879615




     received by electronic transmission on                   November 16, 2023 , is hereby endorsed.

     Filed on         November 16, 2023, by the Administrator.


     The document is effective on the date filed, unless a subsequent effective date within 90 days after
     received date is stated in the document.




                                                                     In testimony whereof, | have hereunto set my
                                                                     hand and affixed the Seal of the Department,
                                                                     in the City of Lansing, this 16th day
                                                                     of November, 2023.




                                                                         Linda Clegg, Director

                                                                         Corporations, Securities & Commercial Licensing Bureau
Docusign Envelope ID: 62D7718F-B324~4E9F-AA08-AD300B97D789




                         Pepartment of Licensing and Regulatory Affair 8
                                                               Lansing, Htichigan


             This is to Certify That


             SURF AIR WIRELESS, LLC

             a(n) Delaware FOREIGN LIMITED LIABILITY COMPANY.
             was validly authorized on October 30, 2014, to transact business in Michigan, and that said limited
             liability company holds a valid certificate of authority to transact business in this state, and has satisfied its
             annual filing obligations.




             This certificate is issued pursuant to the provisions of 1993 PA 23 to attest to the fact that the limited liability company
             is in good standing in Michigan as of this date and is duly authorized to transact in this state any business set forth
             in its application which a domestic limited liability company formed under this act may lawfully conduct except as
             limited by statements in its Application for Certificate of Authority or under the law of its jurisdiction of organization.


              This certificate is in due form, made by me as the proper officer, and is entitled to have full faith and credit given
              it in every court and office within the United States.




                                                                               In testimony whereof, I have hereunto set my hand,
                                                                               in the City of Lansing, this 16th day of February, 2024.




                                                                               Borla. Aspe
                                                                               Linda Clegg, Director

                    Sent by electronic transmission                            Corporations, Securities & Commercial Licensing Bureau

                   Certificate Number: 24020371401

         Verify this certificate at: URL to eCertificate Verification Search http://www.michigan.gov/corpverifycertificate.
AHNSO1}9IPVSDIA SBY

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