Contract analysis

Section 1. Grant of Consent. Pinnacle Fund II hereby irrevocably consents to the execution, delivery, and performance by Ridgeline of the APA and to the consummation of all transactions contemplated thereby, including, without limitation, the sale, assignment, and transfer of the fourteen (14) FCC Wireless Radio Service licenses identified by call signs WQAB201 through WQAB214 from Ridgeline to Northgate Wireless Ame

Section 2. Representations and Warranties of Pinnacle Fund II. Pinnacle Fund II hereby represents and warrants to Northgate and Ridgeline as follows: (a) Due Formation and Valid Existence. Pinnacle Fund II is a limited partnership duly formed, validly existing, and in good standing under the laws of the State of Delaware, and has all requisite limited partnership power and authority to enter into this Side Letter and

Section 3. Scope and Limitations of Consent. The consent granted by Pinnacle Fund II pursuant to Section 1 of this Side Letter is limited solely to the transaction as described in the APA and the related regulatory filings referenced herein. The consent granted herein shall not be construed or interpreted as, and does not constitute, a consent to any other transaction, sale, assignment, transfer, disposition, amendme

Section 4. No Third-Party Beneficiary Rights. This Side Letter is entered into for the sole benefit of Pinnacle Fund II, Northgate Wireless Americas Inc., and Ridgeline Wireless Holdings LLC, together with their respective successors and permitted assigns, and is not intended to confer upon any other person or entity any rights, remedies, obligations, or liabilities of any nature whatsoever. No person or entity other

Section 5. Reliance. Pinnacle Fund II acknowledges and agrees that Northgate Wireless Americas Inc. and Ridgeline Wireless Holdings LLC are entitled to rely, and will rely, upon the consent granted and the representations and warranties made by Pinnacle Fund II in this Side Letter in connection with the execution, delivery, and performance of the APA and the consummation of the transactions contemplated thereby, incl

Section 6. Governing Law. This Side Letter shall be governed by, and construed and enforced in accordance with, the laws of the State of Nevada, without regard to conflicts-of-law principles that would require the application of the laws of any other jurisdiction. The selection of the State of Nevada as the governing law jurisdiction is consistent with the governing law provision of the LLC Agreement and the jurisdic

Section 7. Counterparts; Electronic Execution. This Side Letter may be executed in one or more counterparts, 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 this Side Letter by facsimile transmission, by electronic mail in portable document format (.pdf), or by any other electronic means intended to preser

Section 8. Entire Agreement; Amendment. This Side Letter, together with the LLC Agreement and the APA (and all schedules, exhibits, and annexes thereto), constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, representations, warranties, and negotiations, whether written or oral, with respect to such