Contract analysis

1. Consent. Crestwood Family Office LLC hereby irrevocably and unconditionally consents to the following: (a) the execution, delivery, and performance by Ridgeline Wireless Holdings LLC of the APA, including all schedules, exhibits, annexes, and ancillary documents and agreements contemplated thereby or executed in connection therewith; (b) the assignment, conveyance, transfer, and delivery of the fourteen (14) FCC W

2. Representations and Warranties of Crestwood. Crestwood Family Office LLC hereby represents and warrants to Ridgeline and to Northgate as follows, as of the date hereof: (a) Organization and Authority. Crestwood Family Office LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Nevada. Crestwood has full limited liability company power and authorit

3. Acknowledgments. Crestwood Family Office LLC hereby acknowledges each of the following: (a) Crestwood has received a complete copy of the APA, together with all schedules and exhibits thereto, and has had a reasonable and adequate opportunity to review and consider the terms and conditions thereof, including with the assistance of Crestwood's own legal and financial advisors; (b) the aggregate purchase price payab

4. Scope of Consent; No Amendment to LLC Agreement. This Side Letter constitutes Crestwood's consent solely and exclusively for purposes of the transactions contemplated by the APA, including the specific assignment and transfer of the fourteen (14) FCC Wireless Radio Service licenses (call signs WQAB201 through WQAB214) from Ridgeline to Northgate as described herein, and shall not be deemed to constitute a consent

5. No Consideration; Passive Member Status. Crestwood acknowledges and confirms that it is providing the consent set forth in Section 1 of this Side Letter in its capacity as a passive member of Ridgeline holding an eight percent (8%) membership interest. No separate consideration, payment, fee, or other compensation is being paid or provided to Crestwood by Ridgeline, Northgate, or any other person in exchange for,

6. Notices. All notices, requests, demands, consents, waivers, and other communications under or in connection with this Side Letter shall be in writing and shall be deemed to have been duly given (a) when delivered personally, (b) when sent by electronic mail (with confirmation of receipt), (c) one (1) business day after deposit with a nationally recognized overnight courier service (with proof of delivery), or (d)

7. Governing Law. This Side Letter shall be governed by, and construed and enforced in accordance with, the laws of the State of Nevada, without giving effect to any choice-of-law or conflict-of-law rules, provisions, or principles (whether of the State of Nevada or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Nevada. The parties acknowledge and agre

8. Counterparts; Electronic Delivery. This Side Letter may be executed in one or more counterparts (including by means of telecopied, facsimile, or portable document format (PDF) signature pages), each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Side Letter by electronic mail transm

9. Miscellaneous. (a) Entire Agreement. This Side Letter, together with the APA, the LLC Agreement, and the other transaction documents executed and delivered in connection therewith, constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, understandings, and agreements (whether written or oral) among the parties relating to